TREMONT CORPORATION
8-K, 1996-07-29
PRIMARY SMELTING & REFINING OF NONFERROUS METALS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION


                              WASHINGTON, DC 20549


                                    FORM 8-K

                                 CURRENT REPORT


               Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934



                                   July 29, 1996                
               -------------------------------------------------
               (Date of Report, date of earliest event reported)



                                TREMONT CORPORATION                
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)



   Delaware                          1-10126                       76-0262791
- --------------------------------------------------------------------------------
(State or other                    (Commission                   (IRS Employer
jurisdiction of                    File Number)                  Identification
incorporation)                                                   Number)



1999 Broadway, Suite 4300, Denver, CO                                 80202    
- --------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip Code)


                               (303) 296-5600                            
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


                               Not Applicable                            
- --------------------------------------------------------------------------------
             (Former name or address, if changed since last report)





                                      -1-
<PAGE>   2
Item 5:  Other Events

         On July 26, 1996, the Registrant issued the press release attached
hereto as Exhibit 99.1, which is incorporated herein by reference.  The press
release relates to the Registrant's second quarter financial results.


Item 7:  Financial Statements, Pro Forma Financial Information and Exhibits

         (c)     Exhibits

                 Item No.                           Exhibit List            
                 --------         ----------------------------------------------

                  99.1            Press release dated July 26, 1996 issued by 
                                  Registrant.





                                      -2-
<PAGE>   3
                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                        TREMONT CORPORATION
                                        (Registrant)




                                        By: /s/ John R. Burt        
                                            ------------------------------------
                                            John R. Burt
                                            Corporate Attorney
                                              and Assistant Secretary




Date: July 29, 1996





                                      -3-
<PAGE>   4
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT                                                                
NUMBER                    EXHIBIT DESCRIPTION                      PAGE
- -------                   -------------------                      ----
<S>               <C>                                              <C>
99.1              Press Release Dated July 26, 1996.        
</TABLE>

<PAGE>   1
                                                                    EXHIBIT 99.1

                                 PRESS RELEASE


FOR IMMEDIATE RELEASE:                             CONTACT:

Tremont Corporation                                Mark A. Wallace
1999 Broadway, Suite 4300                          Vice President and Controller
Denver,  Colorado  80202                           (303) 296-5651


                     TREMONT REPORTS SECOND QUARTER RESULTS

         DENVER, COLORADO . . . July 26, 1996 . . . Tremont Corporation (NYSE:
TRE) reported net income for the second quarter of 1996 of $24.1 million, or
$3.14 per share, compared to $1.2 million, or $.16 per share, for the same
quarter in 1995.  For the first six months of 1996, Tremont reported net income
of $26.3 million, or $3.44 per share, compared to a net loss of $1.0 million,
or $.13 per share, for the same period in 1995.  Tremont's 1996 results include
a second quarter pre-tax gain of $27.6 million on the sale of a portion of its
interest in Titanium Metals Corporation ("TIMET") (NASDAQ: TIMT) in conjunction
with TIMET's initial public offering of common shares on June 4, 1996.

         The Company's equity in earnings of 30%-owned TIMET was $3.3 million
for the second quarter of 1996 compared to a loss of $1.6 million for the same
quarter in 1995.  TIMET reported net income and operating income of $8.1
million and $13.8 million, respectively, in the second quarter of 1996 on sales
of $118.8 million, compared to a net loss of $2.1 million and operating income
of $1.0 million for the second quarter of 1995.  The significant improvement in
TIMET's titanium metals business reflects continuing growth in demand for
titanium products led by commercial aerospace activity and average selling
prices in the second quarter which were about 22% higher than year-ago levels.

         The Company's equity in earnings of 18%-owned NL was $1.3 million in
the second quarter of 1996 compared to $2.8 million in the second quarter of
1995.  NL reported net income and operating income of $11.9 million and $36.1
million, respectively, in the second quarter of 1996 compared to $21.0 million
and $57.5 million, respectively, in the same quarter of 1995.  NL's second
quarter average selling prices for titanium dioxide pigments (TiO2) were 7%
lower than the second quarter of 1995 and 6% lower than the first quarter of
1996.  NL expects that its earnings for the third and fourth quarters of 1996
will be significantly lower than for the second quarter.

         The statements in this release relating to matters that are not
historical facts are forward looking statements that involve risks and
uncertainties, including, but not limited to, the cyclicality of the commercial
aerospace industry, future global economic conditions, global productive
capacity of titanium metals and titanium dioxide, competitive products, and
other risks and uncertainties detailed in the Company's Securities and Exchange
Commission filings.

         Tremont Corporation, headquartered in Denver, Colorado, is a leading
integrated producer of titanium metal products.



                                   * * * * *

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<PAGE>   2
                             TREMONT CORPORATION

                      SUMMARY OF CONSOLIDATED OPERATIONS

                     (In millions, except per share data)

                                 (Unaudited)



<TABLE>
<CAPTION>
                                                Quarter Ended            Six Months Ended
                                                   June 30,                  June 30,
                                              ----------------          -----------------
                                              1995*      1996           1995*       1996
                                              -----      -----          -----       -----
<S>                                           <C>        <C>            <C>         <C>
Equity in earnings (loss) of:                                                   
   TIMET                                      $(1.6)     $ 3.3          $(4.6)      $ 4.6
   NL                                           2.8        1.3            4.2         2.7
   Other                                         --         .7             --          .7
                                              -----      -----          -----       -----
                                                1.2        5.3            (.4)        8.0
                                                                                
Gain on sale of TIMET stock                      --       27.6             --        27.6
Corporate expenses, net                          --        2.6            0.6         3.0
                                              -----      -----          -----       -----
   Income (loss) before income                                                  
     taxes and minority interest                1.2       30.3           (1.0)       32.6
                                                                                
Income tax expense                               --        6.1             --         6.1
Minority interest                                --        (.1)            --         (.2)
                                              -----      -----          -----       -----
   Net income (loss)                          $ 1.2      $24.1          $(1.0)      $26.3
                                              =====      =====          =====       =====           
Net income (loss) per common share            $ .16      $3.14          $(.13)      $3.44
                                              =====      =====          =====       =====           
Weighted average common shares                  7.4        7.7            7.4         7.7
                                              =====      =====          =====       =====           
</TABLE>

- --------------------
* Reclassified




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