<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/X/ Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
RTI INTERNATIONAL METALS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
* No fee required
<PAGE> 2
RTI INTERNATIONAL METALS, INC.
RTI LOGO
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
AND PROXY STATEMENT
April 29, 1999
4:00 P.M. Eastern Daylight Saving Time
The Canton Hilton
320 Market Avenue
Canton, Ohio
-----------------------------------------------
TABLE OF CONTENTS
Page
Notice of Annual Meeting of Shareholders.... 3
Proxy Statement............................. 4
The Board of Directors.................... 4
Proposal No. 1 -- Election of Directors... 5
Nominees for Director................... 6
Proposal No. 2 -- Election of Independent
Accountants................................. 8
Proposal No. 3 -- Amendment of Articles
of Incorporation........................ 8
Other Information......................... 10
-----------------------------------------------
<PAGE> 3
RTI LOGO
1000 Warren Avenue
Niles, Ohio 44446
March 29, 1999
Dear Shareholder:
You are cordially invited to attend the 1999 Annual Meeting of Shareholders to
be held on April 29, 1999, at The Canton Hilton, 320 Market Avenue, Canton, Ohio
at 4:00 P.M., Eastern Daylight Saving Time. Your Board of Directors and
management look forward to greeting personally those shareholders who are able
to attend.
The meeting will begin with a report on Company operations followed by
discussion and voting on the election of directors and independent accountants
and on a proposal to amend the Company's Articles of Incorporation to increase
the number of authorized shares of common stock.
Whether or not you plan to attend, it is important that you vote your shares.
Please promptly read the Proxy Statement and then complete, sign, date and
return your proxy card in the enclosed prepaid envelope.
We look forward to seeing as many of you as possible at the 1999 Annual Meeting.
Sincerely,
/s/ ROBERT M. HERNANDEZ
ROBERT M. HERNANDEZ
Chairman of the Board
<PAGE> 4
RTI LOGO
1000 Warren Avenue
Niles, Ohio 44446
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 29, 1999
The Annual Meeting of Shareholders of RTI International Metals, Inc. will be
held on April 29, 1999, at 4:00 P.M., Eastern Daylight Saving Time, at The
Canton Hilton, 320 Market Avenue, Canton, Ohio, for the following purposes:
1. To elect nine directors.
2. To elect independent accountants for 1999.
3. To consider and act upon an amendment to the Articles of Incorporation to
increase the number of authorized shares of Common Stock.
4. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Shareholders of record as of the close of business on March 1, 1999, are
entitled to notice of and to vote at the meeting.
By Order of the Board of Directors,
RICHARD M. HAYS
Secretary
Dated: March 29, 1999
YOU ARE REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE
ENCLOSED PREPAID ENVELOPE. THE GIVING OF THE ENCLOSED PROXY WILL NOT AFFECT YOUR
RIGHT TO REVOKE SUCH PROXY OR TO VOTE IN PERSON SHOULD YOU LATER DECIDE TO
ATTEND THE MEETING.
3
<PAGE> 5
RTI INTERNATIONAL METALS, INC.
1000 Warren Avenue, Niles, Ohio 44446
March 29, 1999
PROXY STATEMENT
This proxy statement, which is to be mailed on or about March 29, 1999, is
furnished in connection with the solicitation of proxies by the Board of
Directors of RTI International Metals, Inc. for use at the 1999 Annual Meeting
of Shareholders to be held on April 29, 1999, at the time, place and for the
purposes described in the accompanying Notice of Annual Meeting, and at any
adjournment thereof. As used herein, the term "the Company" refers to RTI
International Metals, Inc. after September 30, 1998 and to RMI Titanium Company
prior to October 1, 1998. RMI Titanium Company is now a wholly-owned subsidiary
of RTI International Metals, Inc. On March 1, 1999, there were 20,721,508 shares
of Common Stock of the Company outstanding and entitled to vote. Each share of
Common Stock is entitled to one vote. Shareholders whose names appeared of
record on the books of the Company at the close of business on March 1, 1999,
will be entitled to vote at the meeting. Shares cannot be voted at the meeting
unless the owner of record is present to vote or is represented by proxy.
Unless contrary instructions are indicated on the enclosed proxy, all shares
represented by valid proxies will be voted for the election of the nominees for
director named herein, for the election of PricewaterhouseCoopers LLP as
independent accountants for 1999 and to approve an amendment to the Articles of
Incorporation to increase the number of authorized shares of Common Stock.
Directors are elected by a plurality of votes cast and independent accountants
by a majority of votes cast. Amendment of the Articles of Incorporation requires
approval by two-thirds of the outstanding shares of Common Stock. Abstentions
and broker non-votes are not counted in determining the number of shares voted
for or against the independent accountants. Abstentions and broker non-votes
have the same effect as a vote against the amendment of the Articles of
Incorporation.
The Company knows of no business which may be presented for consideration at
the Annual Meeting other than as indicated in the Notice of Annual Meeting. If
any other business should properly come before the meeting, the persons named in
the proxy have discretionary authority to vote in accordance with their best
judgment. A proxy may be revoked by a shareholder at any time prior to its use
by a subsequent executed proxy, by giving notice of revocation to the Secretary
of the Company, or by voting in person at the Annual Meeting.
The cost of this solicitation of proxies will be borne by the Company. In
addition to soliciting proxies by mail, directors, officers and employees of the
Company, without receiving additional compensation therefor, may solicit proxies
by telephone, telegram, in person or by other means. Arrangements also will be
made with brokerage firms and other custodians, nominees and fiduciaries to
forward proxy solicitation material to the beneficial owners of shares of Common
Stock held of record by such persons and the Company will reimburse such
brokerage firms, custodians, nominees and fiduciaries for reasonable
out-of-pocket expenses incurred by them in connection therewith. In addition,
the Company has retained Georgeson & Company, Inc., a proxy distribution and
solicitation firm, to assist in the distribution and solicitation of proxies for
shares held in the names of brokers, bankers and other nominees, for a fee not
to exceed $10,000 plus reimbursement of reasonable out-of pocket expenses.
THE BOARD OF DIRECTORS
The business and affairs of the Company are under the general direction of a
Board of Directors as provided by the Code of Regulations of the Company and the
laws of the State of Ohio. The Board of Directors presently consists of nine
members, seven of whom are neither officers nor employees of the Company or its
subsidiaries. The Board of Directors met seven times during 1998.
The Board of Directors will consider recommendations by shareholders for
nominees for election as director. Such recommendations, together with the
nominee's qualifications and consent to be considered as a nominee, should be
sent to the Secretary of the Company for presentation to the Board of Directors.
There are three principal committees of the Board of Directors. Committee
membership, the functions of the committees and the number of meetings held
during 1998 are described below.
4
<PAGE> 6
EXECUTIVE COMMITTEE
The members of the Executive Committee are Robert M. Hernandez (Chairman),
Craig R. Andersson, Charles C. Gedeon, John H. Odle and Timothy G. Rupert.
The Executive Committee was established to assist the Board in the discharge
of its responsibilities and may act on behalf of the Board when emergencies or
scheduling make it difficult to convene the Board. All actions taken by the
Committee must be reported at the Board's next meeting. During 1998, the
Executive Committee held no meetings.
AUDIT COMMITTEE
The members of the Audit Committee, which is composed entirely of directors
who are not employees of the Company, are Wesley W. von Schack (Chairman), Craig
R. Andersson and Daniel I. Booker.
The Audit Committee makes recommendations to the Board of Directors
regarding the independent accountants to be nominated for election by the
shareholders and reviews the independence of such accountants, approves the
scope of the annual audit activities, approves the audit fee payable to the
independent accountants, reviews audit results and regularly meets with the
Company's internal auditors. The Committee monitors developments in accounting
standards and principles followed by the Company in its financial reports and
discusses with management the system of internal accounting controls. The
independent accountants have full and free access to the Committee and may meet
with it, with or without management being present, to discuss all appropriate
matters. The Audit Committee held three meetings during 1998.
STOCK PLAN COMMITTEE
The members of the Stock Plan Committee, which is composed entirely of
directors who are not employees of the Company, or of USX Corporation, are Craig
R. Andersson, Neil A. Armstrong, Daniel I. Booker, Ronald L. Gallatin and Wesley
W. von Schack.
The Stock Plan Committee is responsible for administration of the Company's
stock-related plans, including the 1989 Stock Option Incentive Plan, the 1989
Employee Restricted Stock Award Plan and the 1995 Stock Plan. The Stock Plan
Committee held three meetings during 1998.
COMPENSATION OF DIRECTORS
Directors who are officers or employees of the Company receive no fees or
remuneration, as such, for their services as directors. For so long as USX
Corporation ("USX") is a shareholder, directors who are officers or employees of
USX will accept no fees or remuneration for their services as directors.
Non-employee directors receive an annual retainer plus a fee for each Board or
committee meeting attended, except that no fee is payable for attending a
committee meeting if there is a Board meeting on the same day. The annual
retainer is $30,000 and the meeting fee $1,000. The non-employee committee
chairman retainer is $3,000. One-half of the annual retainer payable to
non-employee directors and to non-employee committee chairmen is paid in the
Company's Common Stock. In 1998, the Common Stock utilized for this purpose was
based on $20.72, the market value of the stock on August 3, 1998.
PROPOSAL NO. 1 -- ELECTION OF DIRECTORS
The Code of Regulations of the Company provides for the annual election of
all members of the Board of Directors. The Board has nominated the nine
incumbent directors for election this year. Each nominee for election has
previously been elected by the shareholders. Each director elected shall hold
office until the next annual meeting of the shareholders or until a successor is
elected. Of the nine individuals who are nominees for election, two are current
officers of the Company and the remaining seven have high level executive or
professional experience. A brief statement of the background of each nominee is
given on the following pages. If any nominee is unable to serve, proxies may be
voted for another person designated by the Board of Directors. The Company has
no reason to believe that any nominee will be unable to serve.
5
<PAGE> 7
NOMINEES FOR DIRECTOR
CRAIG R. ANDERSSON Age: 61
RETIRED VICE-CHAIRMAN Director since 1990
ARISTECH CHEMICAL CORPORATION
(CHEMICAL PRODUCER)
Mr. Andersson retired as a director and Vice-Chairman of Aristech Chemical
Corporation on April 30, 1995. Previously, he was President and Chief Operating
Officer, a position he had held since December, 1986. Mr. Andersson was
President of USS Chemicals Division of USX (the predecessor of Aristech) from
1985. He is a director of Albermarle Corporation and Duquesne University. He is
a member of the American Institute of Chemical Engineers and Alpha Chi Sigma (a
professional chemical society) and has served on the boards and executive
committees of The Society of the Chemical Industry, the Chemical Manufacturers
Association, the Pennsylvania Business Roundtable and the Greater Pittsburgh
Chamber of Commerce. He has a BS degree in chemical engineering from the
University of Minnesota and did graduate work in the same discipline at the
University of Delaware.
NEIL A. ARMSTRONG Age: 68
CHAIRMAN, AIL SYSTEMS, INC. Director since 1990
(A DEFENSE ELECTRONICS COMPANY)
Mr. Armstrong received a BS degree in aeronautical engineering from Purdue
University and an MS degree in aerospace engineering from the University of
Southern California. For 17 years he served with the National Aeronautics and
Space Administration and its predecessor agency as engineer, test pilot,
astronaut and administrator. From 1971 to 1979 he was professor of aerospace
engineering at the University of Cincinnati. He became Chairman of Cardwell
International, Ltd. in 1980; Chairman of CTA, Inc. in 1982; and Chairman of AIL
Systems, Inc. in 1989. He is a director of Cinergy Corporation, Cordant
Technologies Inc., Milacron, Inc. and USX. He is a member of the National
Academy of Engineering.
DANIEL I. BOOKER Age: 51
MANAGING PARTNER Director since 1995
REED SMITH SHAW & MCCLAY LLP
(LAW FIRM)
Mr. Booker is a partner of the law firm of Reed Smith Shaw & McClay LLP. Since
1992, he has been Managing Partner, or chief executive, of Reed Smith. He
received an undergraduate degree from the University of Pittsburgh and a law
degree from the University of Chicago. He is a member of the District of
Columbia, Pennsylvania and U.S. Supreme Court bars. Mr. Booker is an officer
and/or director of Penn's Southwest Association, the Pittsburgh Civic Light
Opera, United Way of Southwestern Pennsylvania and other community and
professional organizations.
RONALD L. GALLATIN Age: 53
RETIRED MANAGING DIRECTOR Director since 1996
LEHMAN BROTHERS INC.
(INVESTMENT BANKING FIRM)
Mr. Gallatin served as a Managing Director of Lehman Brothers Inc., where he was
a member of the Firm's Operating Committee and its Director of Corporate
Strategy and Product Development until his retirement on December 31, 1995.
During his 24 years with Lehman, Mr. Gallatin had various senior roles in both
its investment banking and capital markets divisions and was responsible for a
series of financial innovations, most notably Zero Coupon Treasury Receipts,
Money Market Preferred Stock and Targeted Stock. He is currently a Senior
Advisor to Lehman Brothers Inc. and a director of The First Mexico Income Fund,
N.V. A graduate of New York University, and both Brooklyn and New York
University Law Schools, Mr. Gallatin has BS, JD and LLM (Taxation) degrees and
is a Certified Public Accountant.
6
<PAGE> 8
CHARLES C. GEDEON Age: 58
EXECUTIVE VICE PRESIDENT-RAW MATERIALS Director since 1991
AND DIVERSIFIED BUSINESSES
U.S. STEEL GROUP, USX CORPORATION
Mr. Gedeon joined USX in 1986 as Vice President-Raw Materials and President of
U.S. Steel Mining Co., Inc. He was promoted to Senior Vice President-Related
Resources for USX in 1988 and advanced to the position of President, U.S.
Diversified Group in 1990. He assumed his current position in 1992. From 1983
until he joined USX, Mr. Gedeon had been Vice President-Operations of National
Steel Corporation. Mr. Gedeon is a member of the Board of Directors of the U.S.
Steel Group of USX Corporation and a member of the American Iron and Steel
Institute. He is also a member of the Board of Directors of
INROADS/Pittsburgh-Erie, Inc., a not for profit minority career development
organization.
ROBERT M. HERNANDEZ Age: 54
CHAIRMAN OF THE BOARD OF THE COMPANY Director since 1990
On December 1, 1994, Mr. Hernandez was elected to his current position, Vice
Chairman and Chief Financial Officer of USX Corporation. Mr. Hernandez had been
elected Executive Vice President--Accounting & Finance and Chief Financial
Officer and director of USX on November 1, 1991. He was Senior Vice
President-Finance & Treasurer of USX from October 1, 1990, to October 31, 1991.
Mr. Hernandez was President-U.S. Diversified Group of USX from June 1, 1989, to
September 30, 1990, and in such role had responsibilities for USX's businesses
not related to energy and steel. From January 1, 1987, until May 31, 1989, he
was Senior Vice President and Comptroller of USX. Mr. Hernandez has his
undergraduate degree from the University of Pittsburgh and his MBA from the
Wharton Graduate School of the University of Pennsylvania. In addition to being
a director of USX, he is a trustee of Allegheny University Hospitals-West,
Allegheny General Hospital and BlackRock Funds; a director and Chairman of the
Executive Committee of ACE Limited and a director of Marinette Marine
Corporation, Transtar, Inc., the Pennsylvania Chamber of Business and Industry
and the Pennsylvania Business Roundtable.
JOHN H. ODLE Age: 56
EXECUTIVE VICE PRESIDENT Director since 1996
OF THE COMPANY
Mr. Odle was elected a director on July 26, 1996 and has been Executive Vice
President of the Company since June 1996. He was Senior Vice
President--Commercial of the Company and its predecessor from 1989 to 1996 and
served as Vice-President--Commercial from 1981 until 1989. Prior to that, Mr.
Odle served as General Manager--Sales. He has 20 years of service with the
Company and its predecessor and began his career as a commercial management
trainee with USX. He is a member of the American Society for Metals and the
International Titanium Association. He is a graduate of Miami University of
Ohio.
TIMOTHY G. RUPERT Age: 52
EXECUTIVE VICE PRESIDENT & Director since 1996
CHIEF FINANCIAL OFFICER OF
THE COMPANY
Mr. Rupert was elected a director on July 26, 1996 and has been Executive Vice
President & Chief Financial Officer of the Company since June 1996. He was
Senior Vice President & Chief Financial Officer from 1994 to 1996 and had served
as Vice President & Chief Financial Officer since September 1991 when he joined
the Company. Prior to that, Mr. Rupert was employed by USX for 23 years in
various accounting and finance positions. He is a director of the International
Titanium Association and Columbus Insurance Ltd. and a member of the Financial
Executives Institute. He has a BS degree from Indiana University of
Pennsylvania.
7
<PAGE> 9
WESLEY W. VON SCHACK Age: 54
CHAIRMAN, PRESIDENT AND Director since 1991
CHIEF EXECUTIVE OFFICER,
ENERGY EAST CORPORATION
(ENERGY SERVICES COMPANY)
Mr. von Schack joined Energy East Corporation's predecessor New York State
Electric & Gas Corp. in September, 1996. Prior to that he had served as Chairman
of the Board, President and Chief Executive Officer of DQE and of Duquesne Light
Company since 1986. DQE is the parent company of Duquesne Light. He is also a
director of Mellon Bank Corporation, Mellon Bank, N.A., American Gas
Association, The Business Council of New York State, Inc., The Peconic Land
Trust and Aegis Insurance Limited. Mr. von Schack has an AB in economics from
Fordham University, an MBA from St. John's University and a Doctorate Degree
from Pace University.
PROPOSAL NO. 2 -- ELECTION OF INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP has served as independent accountants for the
Company and its predecessors for a number of years. For the year 1998,
PricewaterhouseCoopers LLP rendered professional services in connection with the
audit of the financial statements of the Company and its subsidiaries, including
examination of certain employee benefit plans, review of quarterly reports and
review of filings with the Securities and Exchange Commission. It also provided
internal audit and tax consulting services and reviewed the Company's proposed
enterprise resource planning software system from the accounting controls
standpoint. It is knowledgeable about the Company's operations and accounting
practices and is well qualified to act in the capacity of independent
accountants.
Representatives of PricewaterhouseCoopers LLP will be present at the Annual
Meeting, will have an opportunity to make a statement if they desire to do so
and will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS
FOR THE COMPANY FOR 1999.
PROPOSAL NO. 3 -- AMENDMENT OF ARTICLES OF INCORPORATION
The Directors unanimously recommend that the first paragraph of Article
Fourth of the Company's Articles of Incorporation be amended to increase the
authorized number of shares of the Company's Common Stock from 30,000,000 shares
to 60,000,000 shares. The Articles currently provide that the Company is
authorized to issue two classes of stock: 30,000,000 shares of Common Stock, par
value $.01 per share, and 5,000,000 shares of Preferred Stock without par value.
No change is proposed to the number of authorized shares of Preferred Stock. If
the proposed amendment is approved, the first paragraph of Article Fourth would
be replaced with the following:
"FOURTH: The number of shares which the Corporation is authorized to have
outstanding is 65,000,000 shares of which 60,000,000 shall be common shares with
$.01 par value and 5,000,000 shall be preferred shares without par value."
As of March 1, 1999, of the 30,000,000 shares of the Company's Common Stock
currently authorized, 20,721,508 shares were issued and outstanding.
The Board of Directors has determined that the number of authorized shares
of Common Stock should be increased to make additional shares available for
issuance from time to time for possible equity financings, acquisitions, equity
compensation plans, stock dividends or stock splits, implementation of the
Company's Shareholder Rights Plan, if deemed desirable, and other corporate
purposes. The Board has no present agreement, understanding or plan to issue any
of the additional shares for which approval is sought. If the amendment is
approved by the shareholders, the Board will have authority to issue the
additional authorized shares of Common Stock without first seeking or obtaining
further shareholder approval, except as may be required by applicable law or the
rules of any stock exchange on which the Common Stock may be listed, such as the
New York Stock Exchange.
8
<PAGE> 10
Approval of the proposed amendment by the shareholders will not have any
immediate effect on the rights of current shareholders. To the extent that the
additional authorized shares of Common Stock are issued in the future, they
would decrease the existing shareholders relative percentage equity ownership
and, depending on the circumstances, could be dilutive to the existing
shareholders. The holders of Common Stock do not have preemptive rights; thus
they do not have a prior right to purchase newly-issued Common Stock in order to
maintain their proportionate ownership interest.
Although the increase in authorized Common Stock will not have an immediate
effect on the rights of current shareholders, under certain circumstances such
increase could provide management with a means of preventing or discouraging an
attempt to gain control of the Company or the Board. Shares of authorized but
unissued Common Stock could be issued to implement the Company's Shareholder
Rights Plan or in one or more other transactions which would dilute the stock
ownership or voting rights of a person or persons seeking to obtain control of
the Company in a manner or on terms not approved by the Board of Directors. The
Board of Directors has no present intention of using the additional Common Stock
for such purpose and is not aware of any existing plan or action that would
result in a change in control of the Company.
VOTE REQUIRED
Approval of the amendment will require the affirmative vote of at least
two-thirds of the outstanding shares of the Common Stock.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ADOPTION OF PROPOSAL NO. 3.
9
<PAGE> 11
OTHER INFORMATION
SECURITY OWNERSHIP
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
To the knowledge of the Company, as of March 1, 1999, no person or group
owned beneficially more than five percent of the outstanding Common Stock of the
Company except:
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
---------------- -------------------- -----
<S> <C> <C>
USX Corporation................................. 5,483,600(1) 26.4%
600 Grant Street
Pittsburgh, PA 15219-4776
Salomon Smith Barney Inc........................ 2,355,283(2) 11.4%
Salomon Brothers Holding Company Inc.
Mutual Management Corp.
Salomon Smith Barney Holdings Inc.
338 Greenwich Street
New York, NY 10013
Citigroup Inc.
153 East 53rd Street
New York, NY 10043
Stavich Enterprises, Inc........................ 1,910,684(3) 9.3%
Andrew Stavich
8918 N. Palmyra Rd.
Canfield, OH 44406
ICM Asset Management, Inc....................... 1,619,400(4) 7.8%
601 W. Main Ave., Ste. 600
Spokane, WA 99201
</TABLE>
- ---------
(1) Based on Schedule 13G dated February 12, 1997, which indicates that
USX had sole voting power over 5,483,600 shares, shared voting power
over no shares, sole dispositive power over 5,483,600 shares and
shared dispositive power over no shares. In December 1996, USX issued
in a public offering 6 3/4% Exchangeable Notes due February 1, 2000
("Debt Exchangeable for Common Stock" or "DECS") the principal amount
of which is mandatorily exchangeable at maturity (including as a
result of acceleration or otherwise) for up to 5,483,600 shares of
the Company's Common Stock owned by USX or, at USX's option, an
equivalent amount of cash.
(2) Based on Schedule 13G dated January 18, 1999, which indicates that
each reporting person had sole voting power and sole dispositive
power over no shares; Salomon Smith Barney Holdings Inc. and
Citigroup Inc. had shared voting power and shared dispositive power
over 2,335,283 shares; Mutual Management Corp. had shared voting
power and shared dispositive power over 1,307,812 shares; and Salomon
Smith Barney Inc. and Salomon Brothers Holding Company Inc. had
shared voting power and shared dispositive power over 1,047,471
shares.
(3) Based on Schedule 13G dated August 24, 1998, which indicates that
each reporting person had sole voting power over 1,910,684 shares,
shared voting power over no shares, sole dispositive power over
1,910,684 shares and shared dispositive power over no shares.
(4) Based on Schedule 13G dated February 10, 1999 which indicates that
ICM had sole voting power over 1,159,950 shares, shared voting power
over no shares, sole dispositive power over 1,619,400 shares and
shared dispositive power over no shares.
10
<PAGE> 12
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table reflects the number of shares of Common Stock of the
Company beneficially owned, as of February 22, 1999, by each director, by each
executive officer named in the Summary Compensation Table and by all directors
and executive officers as a group:
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF OUTSTANDING
NAME SHARES(1) SHARES(2)
---- --------- ---------
<S> <C> <C>
Craig R. Andersson........................... 39,535 --
Neil A. Armstrong............................ 13,727 --
Daniel I. Booker............................. 4,298 --
Ronald L. Gallatin........................... 7,813 --
Charles C. Gedeon............................ 2,220 --
Robert M. Hernandez.......................... 28,000 --
Dawne S. Hickton............................. 17,584 --
Lawrence W. Jacobs........................... 13,834 --
John H. Odle................................. 127,739 --
Timothy G. Rupert............................ 83,986 --
Wesley W. von Schack......................... 10,164 --
Harry B. Watkins............................. 36,566 --
-------
All directors and executive officers
as a group (11 persons).................... 385,466 1.9%
</TABLE>
- ---------
(1) Includes 3,334 shares, 3,334 shares, 66,054 shares, 41,000 shares and 15,416
shares, respectively, which Mrs. Hickton and Messrs. Jacobs, Odle, Rupert
and Watkins had the right to acquire within 60 days under the Company's 1989
Stock Option Incentive Plan and 1995 Stock Plan.
(2) No percent is shown for ownership of less than one percent.
(3) Messrs. Gedeon and Hernandez may be deemed to have shared voting power over
the shares of Common Stock beneficially owned by USX. Each of them disclaims
beneficial ownership of such shares.
EXECUTIVE COMPENSATION
The following table shows the annual and long term compensation paid the
five executive officers of the Company for services rendered in all capacities
to the Company and its subsidiaries in 1998, 1997 and 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-------------------------------------
PAYOUTS
ANNUAL COMPENSATION AWARDS ----------
---------------------------------- ------------------------ LONG TERM
OTHER RESTRICTED STOCK INCENTIVE
NAME AND $ ANNUAL STOCK OPTIONS PLAN ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION AWARDS (SHARES) PAYOUTS COMPENSATION
------------------ ---- ------ ----- ------------ ------ -------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John H. Odle................ 1998 $229,167 $103,000 -- 11,000 11,000 -- --
Executive Vice President 1997 218,334 115,000 -- 10,500 11,000 -- --
1996 173,856 120,000 -- 10,000 20,000 -- --
Timothy G. Rupert........... 1998 229,167 113,000 -- 11,000 11,000 -- --
Executive Vice President 1997 218,334 125,000 -- 10,500 11,000 -- --
& Chief Financial
Officer 1996 163,190 120,000 -- 10,000 20,000 -- --
Dawne S. Hickton(1)......... 1998 120,084 60,000 -- 4,975 6,500 -- --
Vice President and General 1997 64,169 32,000 -- 4,500 10,000 -- --
Counsel
Lawrence W. Jacobs(2)....... 1998 77,651 35,000 -- 4,000 10,000 -- --
Vice President and
Treasurer
Harry B. Watkins(3)......... 1998 135,500 60,000 -- 5,500 7,500 -- --
Vice President-Technical 1997 129,167 60,000 -- 5,250 7,500 -- --
Marketing & Tubular Group 1996 116,675 60,000 -- 10,000 10,000 -- --
</TABLE>
- ---------
(1) Elected Vice President and General Counsel effective June 1, 1997.
(2) Elected Vice President and Treasurer effective March 23, 1998.
(3) Elected Vice President April 25, 1996.
11
<PAGE> 13
The following tables set forth information with respect to stock option
grants and exercises in 1998 and December 31, 1998 stock option values:
STOCK OPTION GRANTS IN 1998
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
% OF TOTAL STOCK PRICE
OPTIONS APPRECIATION
OPTIONS GRANTED TO EXERCISE OR FOR OPTION TERM
GRANTED EMPLOYEES BASE PRICE EXPIRATION --------------------
NAME (SHARES) IN 1998 ($/SH) DATE 5% 10%
---- -------- ---------- ------------ ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
John H. Odle......................... 11,000 4.2% $20.1875 1/30/08 $139,653 $353,910
Timothy G. Rupert.................... 11,000 4.2 20.1875 1/30/08 139,653 353,910
Dawne S. Hickton..................... 6,500 2.5 20.1875 1/30/08 82,523 209,128
Lawrence W. Jacobs................... 10,000 3.8 23.87 3/23/08 126,958 310,813
Harry B. Watkins..................... 7,500 2.9 20.1875 1/30/08 95,218 241,303
</TABLE>
AGGREGATED STOCK OPTION EXERCISES IN 1998
AND DECEMBER 31, 1998 STOCK OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
UNEXERCISED UNEXERCISED
SHARES OPTIONS AT IN-THE-MONEY
ACQUIRED DECEMBER 31, 1998 OPTIONS AT
ON (SHARES)(1) DECEMBER 31, 1998
EXERCISE VALUE ----------------- -----------------
NAME (SHARES) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- -------- ------------ ---------------- ------------ ----------------
<S> <C> <C> <C> <C> <C> <C>
John H. Odle................. 5,925 $119,610 66,054 25,000 $248,312 -0-
Timothy G. Rupert............ 6,000 117,787 41,000 25,000 231,000 -0-
Dawne S. Hickton............. -- -- 3,334 13,166 -0- -0-
Lawrence W. Jacobs........... -- -- -0- 10,000 -0- -0-
Harry B. Watkins............. 6,250 126,953 15,416 15,834 60,156 -0-
</TABLE>
- ---------
(1) Adjusted for one-for-ten reverse stock split effective March 31, 1994 and
subsequent rights offering.
BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION
In 1995, the Board of Directors determined that in most instances, in view
of the size of the Company and also of the Board, the full Board should itself
handle compensation matters. The Stock Plan Committee, which is composed
entirely of directors who are not employees of the Company or of USX,
administers the Company's stock-related plans; namely the 1989 Stock Option
Incentive Plan, the 1989 Employee Restricted Stock Award Plan and the 1995 Stock
Plan. The Committee approves grants under the 1995 Stock Plan. No further grants
can be made under the 1989 Plans.
To assist it in its compensation actions, the Board has adopted a
comprehensive statement entitled "Pay Philosophy and Guiding Principles
Governing Officers and Key Manager Compensation". Principal components of the
statement are as follows:
The Philosophy is to have the Company's officer/key manager compensation
programs:
- promote achievement of the Company's business objectives and reinforce its
strategies.
- align the interests of the Company's officers and key managers with those
of its shareholders.
- provide pay that is externally competitive and internally equitable, that
rewards accomplishment to the extent identifiable and measurable and that
delivers significant rewards for exceptional performance.
The Guiding Principles are described as:
1. Pay programs will be characterized by variability, clarity,
communicability and strategic emphasis. Specific areas of communication will be
the factors considered, annual target incentive objectives and results and
annual target levels for restricted stock vesting performance measures and
results. The strategic emphasis will include recognition of the roles of various
elements of pay in attracting, retaining and motivating employees, the aspects
of
12
<PAGE> 14
performance that each element is best suited to reward and the characteristics
of the Company and its officer/key manager group that point to emphasis on
specific elements of pay.
2. Specific descriptions of salary administration and annual and long term
incentive compensation administration are set forth. Annual incentive
compensation is accomplished through the Company's Incentive Compensation Plan
while long term incentive compensation is handled under the 1995 Stock Plan.
Market conditions in the titanium industry plateaued in 1998. The Company
underwent a labor stoppage for the entire fourth quarter of 1998. Despite the
stoppage, management carefully controlled operating costs, managed increasing
raw materials and labor costs and inventories and with the dedicated salaried
work force maintained production volumes during the labor stoppage at very
respectable levels with a substantially reduced work force. In addition, during
the third quarter of 1998 management developed and submitted to the shareholders
of RMI Titanium Company a proposal to reorganize RMI into a holding company
structure. The proposal was approved and the reorganization implemented.
Management also made considerable progress in implementing "lean manufacturing"
concepts and installing an enterprise resource planning software system.
Management accomplished two significant acquisitions and also continued to
pursue new product applications in the energy industry and elsewhere.
In January, 1998 the Board of Directors reviewed the 1997 performance of
executive management and key managers against their objectives for that year.
After considering their performance and the Company's financial results, the
Board approved compensation increases for executive management (as well as the
bonuses for 1997 for Mrs. Hickton and Messrs. Odle, Rupert and Watkins shown in
the Summary Compensation Table).
The Stock Plan Committee approved grants of restricted stock and stock
options in January and March, 1998. In each case the grants to executive
management were in line with the long term incentive compensation administration
guidelines mentioned above.
In January, 1999 the Board reviewed executive performance against 1998
objectives, as well as the Company's operating and financial results, and
awarded the bonuses for 1998 shown in the Summary Compensation Table. Again
these bonuses were in line with the Pay Philosophy and Guiding Principles
Statement. The Board also took other compensation actions.
The Company does not have a chief executive officer. It has established an
Office of the Chairman which sets policy direction and coordinates strategic and
overall Company activities. Messrs. Hernandez, Odle and Rupert are the members
of the Office of the Chairman. In its consideration of compensation and
restricted stock and stock option actions relating to Messrs. Odle and Rupert,
the Board or the Stock Plan Committee takes into account the leadership and
effectiveness of the Office of the Chairman as well as assessing the individual
performance of the two executives with regard to the respective aspects of the
Company's activities for which they are responsible.
<TABLE>
<S> <C> <C>
Craig R. Andersson Neil A. Armstrong Daniel I. Booker
Ronald L. Gallatin Charles C. Gedeon Robert M. Hernandez
John H. Odle Timothy G. Rupert Wesley W. von Schack
</TABLE>
BOARD OF DIRECTORS INTERLOCKS AND INSIDER PARTICIPATION
Robert M. Hernandez, Chairman of the Board, John H. Odle, Executive Vice
President and Timothy G. Rupert, Executive Vice President & Chief Financial
Officer are members of the Board of Directors. Mr. Hernandez receives no
compensation from the Company. Messrs. Odle and Rupert are not present at Board
meetings when compensation matters relating to either of them are considered.
None of them is a member of the Stock Plan Committee.
13
<PAGE> 15
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
Set forth below is a line graph comparing the five year cumulative total
return to stockholders on the Company's Common Stock with the cumulative total
return of the S&P 500 Stock Index and a titanium industry group index consisting
of the Company, Oregon Metallurgical Corporation (until March 15, 1998, the last
date its stock was publicly traded) and Tremont Corporation (Timet Corporation
after June 4, 1996, the date its stock first became publicly traded).
COMPARISON OF CUMULATIVE TOTAL RETURN
THE COMPANY, INDUSTRY PEER GROUP AND S&P 500*
<TABLE>
<CAPTION>
THE COMPANY TITANIUM INDUSTRY S&P 500
----------- ----------------- -------
<S> <C> <C> <C>
'12/31/93' 100.00 100.00 100.00
'12/31/94' 129.60 155.40 111.40
'12/31/95' 188.60 215.20 153.00
'12/31/96' 622.90 566.20 188.40
'12/31/97' 474.40 517.40 250.70
'12/31/98' 330.00 220.30 322.10
</TABLE>
* Assumes $100 investment on January 1, 1994 and reinvestment of dividends.
PENSION BENEFITS
The Company has two defined benefit plans, which first became effective at
RMI Company (a predecessor of the Company) in 1971, in which substantially all
salaried employees of the Company and its subsidiaries automatically participate
(the "Pension Plan"). The Pension Plan recognizes, for certain purposes,
services and compensation with the Company, RMI Company, Reactive Metals, Inc.
(a predecessor of RMI Company), USX, Quantum Chemical Corporation ("Quantum"),
or subsidiaries of each. The amounts payable under the Pension Plan will be paid
monthly after a participant retires. The table below shows the annual pension
benefits for retirement at age 65 (or earlier under certain circumstances)
assuming no election of any dependent or surviving spouse feature, for various
levels of eligible earnings which would be payable to employees retiring with
representative years of service based on a formula of a specified percentage
(dependent on years of service) of average annual eligible earnings in the five
consecutive years of the ten years prior to retirement in which such earnings
are highest. Eligible compensation includes only base salary. Incentive awards
and similar benefits are excluded, although the amount of such benefits is
included on the Summary Compensation Table. Benefits payable under the Pension
Plan, and amounts reflected in the following table are subject to offsets for
social security benefits and, in certain instances,
14
<PAGE> 16
pensions payable under the USX and the Quantum pension plans. As of December 31,
1998, Mrs. Hickton and Messrs. Jacobs, Odle, Rupert and Watkins had 1, 0, 21, 30
and 13 credited years of service, respectively.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL GROSS BENEFITS PAYABLE FROM PENSION PLANS
AVERAGE ------------------------------------------------------------
CONSECUTIVE ANNUAL BENEFITS FOR YEARS OF SERVICE
HIGHEST 5 YEARS OF ------------------------------------------------------------
COMPENSATION 10 15 30 40 45
- ------------------ -- -- -- -- --
<S> <C> <C> <C> <C> <C>
$100,000 $12,500 $18,750 $ 37,500 $ 51,000 $ 57,750
200,000 25,000 37,500 75,000 102,000 115,500
300,000 37,500 56,260 112,500 153,000 173,250
</TABLE>
Under the employment agreement dated as of September 1, 1996 between the
Company and Mr. Odle, hereinafter described, the Company agreed that if he
continues in active employment with the Company until either age 65 or such
earlier date as the Company's Board of Directors may approve, the Company at his
retirement will pay him a one time lump sum payment of the then present value of
the 9.16 years of non-pensionable service attributable to periods he was
employed by USX (3.58 years) and the Company (5.58 years) which pre-date his
current period of employment, calculated pursuant to the provisions for
determining accrued pension benefits set forth in the Company's Pension Plan and
its Supplemental Pension Program applicable to him at date of retirement and
based on his average monthly earnings (or then applicable pensionable earnings)
at such time.
USX has agreed to provide Mr. Rupert, a former employee of USX, certain
pension and death and disability benefits necessary to supplement like benefits
payable under the Company plans so that the aggregate of such payments to him
equals what he would have received had he remained employed by USX.
USX maintains the USX Corporation Pension Plan for Employees (the "USX
Plan") which provides defined benefits for USX employees using a different
formula than that used by the Company plan described above. Upon his retirement
from the Company, Mr. Rupert will receive a pension from the Company Pension
Plan and the USX Plan, with the benefits paid from the USX Plan calculated on
service with USX and USX subsidiaries prior to his employment by the Company.
The combined benefits payable annually to Mr. Rupert under the USX Plan (which
relates to employment by USX) and from USX pursuant to the supplemental
agreement described above, if he retires at age 65 and if his compensation
remains at its current level, would be $ . Mr. Watkins is also a former
employee of USX and will receive a pension from the USX Plan calculated on his
service with USX and USX subsidiaries prior to his employment by the Company.
The benefit payable annually to him under the USX Plan if he retires at age 65
and if his compensation remains at its current level would be $ .
SUPPLEMENTAL PENSION PLAN
Officers and key employees who participate in the Incentive Compensation
Plan are also eligible for the RMI Company Supplemental Pension Program
("Supplemental Pension"), which first became effective at RMI Company on August
1, 1987. Eligible employees who retire or otherwise terminate employment after
age 60, or prior to age 60 with Company consent, under conditions of eligibility
for an immediate pension under the terms of the Pension Plan will be entitled to
receive a Supplemental Pension. The annual Supplemental Pension (which is paid
in monthly installments following retirement), is equal to the product of (i)
the annual average of the total bonuses paid or credited to the participant
pursuant to the Incentive Plan on or after January 1, 1985, during the five
years in which total bonus payments or credits were the highest out of the last
ten consecutive years prior to retirement, multiplied by (ii) a percentage equal
to 1.5% multiplied by the employee's years of continuous service with USX,
Quantum, any subsidiary of either company, RMI Company and the Company. Bonuses
paid under the Annual Incentive Compensation Plan while it was maintained by RMI
Company as well as any bonuses paid under any successor cash incentive plan
adopted by the Company will be recognized for purposes of benefit calculations.
Upon retirement, a participant's Supplemental Pension will not be less than the
greatest benefit that the participant would have been entitled to at the end of
any earlier year in which he was eligible to participate in the plan if the
participant had retired at that time. Participants may elect to receive an
actuarially equivalent lump sum payment in lieu of the monthly Supplemental
Pension. The Supplemental Pension Program also provides survivor benefits.
As of December 31, 1998, Mrs. Hickton and Messrs. Jacobs, Odle, Rupert and
Watkins had 1, 0, 21, 30 and 13 credited years of service, respectively, for
purposes of this plan, subject in the case of Mr. Odle to the provisions
described above of his employment agreement.
15
<PAGE> 17
EXCESS BENEFITS PLAN
The Company's Excess Benefits Plan, adopted by the Board of Directors on
July 18, 1991, provides for payment to eligible participants of pension benefits
that would be payable under the Pension Plan were it not for certain benefit
limitations set forth in the Internal Revenue Code of 1986, as amended. Such
benefits are generally payable at the same time and in the same form as benefits
under the Pension Plan, except that a participant may elect to receive an
actuarially equivalent lump sum distribution at the time such benefit payments
would otherwise commence.
As of December 31, 1998, Messrs. Odle and Rupert were the only participants
in the Excess Benefits Plan.
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with Mrs. Hickton and
Messrs. Jacobs, Odle, Rupert and Watkins covering their employment for an
initial three year term expiring August 31, 1999 in the case of Messrs. Odle and
Rupert, May 31, 2000 in the case of Mrs. Hickton and Mr. Watkins and March ,
2001 in the case of Mr. Jacobs, and for additional one year terms each year
thereafter until the executive attains age 65 unless terminated prior thereto by
either party on 120 days notice. The agreements provide that each executive will
be paid an annual salary as set forth in the agreement, subject to increases
from time to time in the sole discretion of the Company. Each agreement also
provides that in the event of the executive's death, or if the executive's
employment is terminated because of physical or mental disability, the
executive's right to compensation under the agreement terminates. The Company
may terminate the services of the executive at any time for "cause" as defined
in the agreement. The executives each agree that the executive will not, for a
period of 24 months after the end of the employment period or employment
termination, whichever occurs first, be employed by, or otherwise participate
in, any business which competes with the Company. This restriction does not
apply if the executive terminates employment with the Company under certain
circumstances following a "change in control" of the Company as defined in the
agreement.
The employment agreements also provide that the executive will be entitled
to certain severance benefits in the event the executive terminates employment
under certain circumstances following a "change in control" as defined. These
are (i) a cash payment of up to 2.958 times the sum of the executive's current
salary and the average annual bonus paid to him in the three years immediately
preceding the date of termination in the case of Messrs. Odle and Rupert and up
to 2 times the sum of the executive's current salary and the average annual
bonus paid to the executive in the two years immediately preceding the date of
termination in the case of Mrs. Hickton, Mr. Jacobs and Mr. Watkins, (ii) all
options and restricted stock held by the executive shall irrevocably vest and
options shall be uncancellable by the Company, (iii) payment to the executive of
legal fees and expenses incurred as a result of termination of employment,
including fees and expenses incurred in enforcing the agreement, (iv) life,
disability, accident and health insurance benefits for a 24 month period after
termination; and (v) a cash payment of the amount necessary to insure that the
above-mentioned payments are not subject to net reduction due to imposition of
excise taxes which are payable under Section 4999 of the Internal Revenue Code.
The circumstances which occasion the executive becoming entitled to these
severance benefits are termination by the executive at the executive's sole
option within 90 days after a "change in control" or for "good reason"
thereafter or by the Company other than for "cause" or "disability" at any time
during the employment period after a "change in control" in the case of Messrs.
Odle and Rupert. In the case of Mrs. Hickton, Mr. Jacobs and Mr. Watkins, such
entitlement occurs upon the executive's terminating employment for "good reason"
or the Company's terminating employment other than for "cause" or "disability"
at any time during the employment period after a "change in control." A "change
in control" is defined as a change in control of a nature that would be required
to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), whether or not the Company is then subject to such reporting requirement;
provided that such a change in control shall be deemed to have occurred if (A)
any "person" (as defined in Sections 13(d) and 14(d) of the Exchange Act), but
excluding USX, the Company, its subsidiaries, fiduciaries under any Company
benefit plans, underwriters temporarily holding Company securities and
corporations owned by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing twenty percent or more
of the combined voting power of the Company's then outstanding voting
securities; (B) there shall cease to be a majority of the Board comprised as
follows: individuals who on the date of
16
<PAGE> 18
the agreement constitute the Board and any new director(s) (other than a
director whose initial assumption of office is in connection with an election
contest) whose appointment or election by the Board or nomination for election
by the Company stockholders was approved by a vote of at least two-thirds of the
directors then still in office who either were directors on the date of the
agreement or whose appointment, election or nomination for election was
previously so approved; or (C) there is consummated a merger or consolidation of
the Company or a Company subsidiary with any other corporation, other than a
merger or consolidation which would result in the holders of the voting
securities of the Company outstanding immediately prior thereto holding
securities which represent immediately after such merger or consolidation at
least 50% of the combined voting power of the entity surviving the merger or
consolidation (or the parent of such surviving entity) or the shareholders of
the Company approve a plan of complete liquidation of the Company, or there is
consummated the sale or other disposition of all or substantially all of the
Company's assets.
CERTAIN TRANSACTIONS
The Company, in the ordinary course of business, purchases goods and
services from USX. The cost of such transactions to the Company in 1998 amounted
to approximately $578,000.
SHAREHOLDER PROPOSALS
Proposals of security holders intended to be presented at the 2000 Annual
Meeting of Shareholders must be received no later than November 29, 1999, for
inclusion in the proxy statement and proxy for that meeting.
By Order of the Board of Directors
RICHARD M. HAYS
Secretary
Dated: March 29, 1999
17
<PAGE> 19
<TABLE>
<S> <C>
PLEASE MARK
YOUR VOTES AS
INDICATED IN [X]
THIS EXAMPLE
This Proxy Card, when properly executed, will be voted in the manner directed herein. if no direction to the contrary
is indicated, it will be voted "FOR" all Proposals.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR: FOR WITHHOLD 2. PROPOSAL NO. 2 - Election
1. PROPOSAL NO. 1 - Election of Craig R. all nominees from all of PriceWaterhouseCoopers FOR AGAINST ABSTAIN
Andersson; Neil A. Armstrong; Daniel I. LLP as independent
Booker; Ronald L. Gallatin; Charles C. [ ] [ ] accountants for 1999. [ ] [ ] [ ]
Gedeon; Robert M. Hernandez; John H. Odle;
Timothy G. Rupert and Wesley W. von 3. PROPOSAL NO. 3 - Amendment FOR AGAINST ABSTAIN
Schack as directors. of Articles of
Incorporation. [ ] [ ] [ ]
(To withhold authority to vote for any
individual nominee, write that nominee's
name in the space below):
- --------------------------------------------
Signature(s) Dated: , 1999
------------------------------------------------------------------------ ----------------
Please sign exactly as your name appears hereon. When signing as fiduciary or corporate officer, give full title.
Joint owners should both sign.
FOLD AND DETACH HERE
</TABLE>
<PAGE> 20
RTI INTERNATIONAL METALS, INC.
1000 WARREN AVENUE, NILES, OHIO 44446
PROXY FOR 1999 ANNUAL MEETING
SOLICITED ON BEHALF OF THE DIRECTORS OF RTI INTERNATIONAL METALS, INC.
The undersigned hereby appoints ROBERT M. HERNANDEZ, JOHN H. ODLE,
TIMOTHY G. RUPERT AND RICHARD M. HAYS, or any of them, proxies to vote all
shares of Common Stock which the undersigned is entitled to vote with all powers
which the undersigned would possess if personally present, at the Annual Meeting
of Shareholders of RTI International Metals, Inc. on April 29, 1999, and any
adjournments thereof, upon such matters as may properly come before the meeting.
SHAREHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THIS PROXY CARD AND TO
RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.
PLEASE COMPLETE, DATE AND SIGN THE REVERSE SIDE.
FOLD AND DETACH HERE
