TREMONT CORPORATION
8-K, 1998-01-30
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



                                January 26, 1998
- --------------------------------------------------------------------------------

                (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)


<PAGE>   2


Item 5:  Other Events

         On January 26, 1998, the Registrant issued the press release attached
hereto as Exhibit 99.1, which is incorporated herein by reference. The press
release relates to an announcement by Registrant regarding Registrant's 1997
financial results.



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

     (c)   Exhibits
<TABLE>
<CAPTION>

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

<S>                                   <C>                           
            99.1                      Press release dated January 26, 1998 issued by Registrant.
</TABLE>




<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/ Robert E. Musgraves
                                                 -------------------------------
                                                 Robert E. Musgraves
                                                 Vice President, General Counsel
                                                 and Secretary




Date: January 26, 1998





<PAGE>   4
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>

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

<S>                                   <C>                           
            99.1                      Press release dated January 26, 1998 issued by Registrant.
</TABLE>

<PAGE>   1


                                                                    EXHIBIT 99.1
                                  PRESS RELEASE


FOR IMMEDIATE RELEASE:                               CONTACT:
                                                    
Tremont Corporation                                  Joseph S. Compofelice
1999 Broadway, Suite 4300                            Vice President and CFO  
Denver,  Colorado 80202                              (281) 423-3303
                                                    

                          TREMONT REPORTS 1997 RESULTS

         DENVER, COLORADO . . . January 26, 1998 . . . Tremont Corporation
(NYSE: TRE) reported fourth quarter net income of $6.5 million, or $.96 per
basic share, compared to $1.5 million, or $.20 per basic share, for the same
quarter in 1996. For the full year of 1997, Tremont reported net income of $13.6
million, or $1.92 per basic share, compared to $30 million, or $4.05 per basic
share, for 1996. Tremont recognized a $27.6 million pre-tax gain on the sale of
TIMET stock in the second quarter of 1996.

         The Company's equity in earnings of 30%-owned TIMET was $7.8 million in
the fourth quarter of 1997 compared to $7.3 million in 1996. TIMET reported
fourth quarter net income of $25.6 million in 1997 on sales of $208 million, up
from net income of $24.1 million (including a $10 million special tax credit) on
sales of $157 million for the fourth quarter of 1996. The significant
improvement in TIMET's titanium metals business in 1997 was driven by a 15%
increase in annual mill products volume and higher average selling prices
compared to 1996.

         The Company's equity in earnings of 18%-owned NL Industries was $1.6
million in the fourth quarter of 1997 compared to a loss of $2.8 million in
1996. NL reported income from continuing operations of $9.8 million in the
fourth quarter of 1997 on sales of $208 million compared to a loss from
continuing operations of $14.5 million on sales of $202 million in the fourth
quarter of 1996. NL reported record fourth quarter titanium dioxide pigments
("TiO2") production and sales volumes. NL's fourth quarter average selling
prices for TiO2 were 5% higher than the third quarter of 1997 and 10% higher
than the fourth quarter of 1996.

         The Company's equity in earnings of other joint ventures principally
represents earnings from its real estate development partnership. The Company's
income tax rate in 1997 approximates the statutory rate except that no tax
provision or benefit is recognized on its equity in NL's earnings or losses. As
of year-end, Tremont had repurchased approximately 787,000 shares of its common
stock (average cost $40.77 per share) pursuant to its 2 million share buy-back
program initiated in February 1997.

         Earnings per share for 1996 and 1997 reflect the required retroactive
adoption of Statement of Financial Accounting Standards No. 128, "Earnings Per
Share."

         Tremont, headquartered in Denver, Colorado, is principally a holding
company with operations in the titanium metals business, conducted through
TIMET, in the TiO2 business, conducted through NL, and in real estate
development, conducted through Victory Valley Land Company, L.P.


                                    o o o o o


<PAGE>   2



                               TREMONT CORPORATION

                       SUMMARY OF CONSOLIDATED OPERATIONS

                      (In millions, except per share data)


<TABLE>
<CAPTION>
                                                         Quarter Ended                 Year Ended
                                                          December 31,                December 31,
                                                     -----------------------    --------------------------
                                                       1996         1997          1996            1997
                                                      -------      --------      --------       ---------
<S>                                                   <C>          <C>           <C>            <C>     
Equity in earnings (loss) of:
     TIMET                                            $  7.3       $   7.8       $  16.0        $   25.2
     NL Industries                                      (2.8)          1.6          (1.8)           (5.1)
     Other                                               1.1            .5           2.5             5.2
                                                      -------      --------      --------       ---------
                                                         5.6           9.9          16.7            25.3
Gain on sale of TIMET stock                              -             -            27.6             -
Corporate income (expenses), net                        (1.2)          -            (4.4)            1.1
                                                      -------      --------      --------       ---------

     Income before taxes and minority interest           4.4           9.9          39.9            26.4

Income tax expense                                       2.7           3.3           9.3            11.5
Minority interest                                         .2            .1            .6             1.3
                                                      -------      --------      --------       ---------

     Net income                                       $  1.5       $   6.5        $ 30.0        $   13.6
                                                      =======      ========      ========       =========

Earnings per share:
     Basic                                            $   .20      $    .96       $  4.05       $    1.92
     Diluted                                          $   .18      $    .89       $  3.90       $    1.76

Weighted average shares outstanding:
     Common shares                                        7.4           6.8          7.4              7.1
     Diluted shares                                       7.7           7.0          7.7              7.2
</TABLE>






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