TREMONT CORPORATION
8-K, 1999-11-03
PRIMARY SMELTING & REFINING OF NONFERROUS METALS
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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

                                October 28, 1999

- ------------------------------------------------------------------------------
                (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>


Item 5:  Other Events

         On October 28, 1999, 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  Third
Quarter 1999 financial results.

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

   (c)      Exhibits

            Item No.  Exhibit List

            --------- ---------------------------------------------------------

            99.1      Press release dated October 28, 1999 issued by Registrant.




<PAGE>



                                   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: October 28, 1999



                                                                   EXHIBIT 99.1

                                  PRESS RELEASE

FOR IMMEDIATE RELEASE:                  CONTACT:

Tremont Corporation                     J. Thomas Montgomery, Jr.
1999 Broadway, Suite 4300               Vice President, Controller and Treasurer
Denver,  Colorado  80202                (303) 296-5617

                     TREMONT REPORTS THIRD QUARTER EARNINGS
DENVER,  COLORADO . . . October 28, 1999 . . . Tremont  Corporation  (NYSE: TRE)
reported  a third  quarter  1999 net loss of $0.5  million,  or $.08 per  share,
compared to net income of $7.5 million, or $1.12 per diluted share, for the same
quarter in 1998.

         The  Company's   equity  in  earnings  of  39%-owned   Titanium  Metals
Corporation  ("TIMET")  was a loss of $2.7 million in the third  quarter of 1999
compared to income of $5.0 million in 1998.  TIMET  reported a third quarter net
loss of $7.5 million in 1999 on sales of $113  million,  down from net income of
$16.1  million on sales of $174 million for the third  quarter of 1998.  TIMET's
results  in 1999 were worse  than in 1998  primarily  due to a decline in volume
caused by the previously-reported  lower demand in both aerospace and industrial
markets.  TIMET reported that titanium mill products volume in the third quarter
of 1999 was 20%  lower  than in the 1998  quarter,  and  that the  average  mill
products selling price was down approximately 11%.

         The Company's  equity in earnings of 20%-owned NL Industries,  Inc. was
$2.5 million in the third  quarter of 1999 compared to $4.8 million for the same
quarter of 1998. NL reported  income from  continuing  operations  for the third
quarter of 1999 of $17.1 million,  down from $31.4 million for the third quarter
of 1998,  primarily due to lower  average  selling  prices and lower  production
volume, offset by higher sales volume. NL's income from continuing operations in
the third quarter of 1998 includes an income tax benefit of $8.2 million related
to prior-year German withholding tax refunds.

         NL  reported  that the  average  selling  prices  of  titanium  dioxide
pigments  ("TiO2")  in the third  quarter  of 1999  were 4% lower  than the same
quarter in 1998 and 2% lower than the second quarter of 1999.  NL's sales volume
increased  18% over the third  quarter of 1998 with  strong  demand in all major
regions.  NL's  third  quarter  1999  production  volume  was 10% lower than the
comparable 1998 period and 8% lower than the second quarter of 1999.

         The Company's  equity in earnings of other joint  ventures  principally
represents earnings from its real estate development partnership.

         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 The Landwell Company.

                                    o o o o o


<PAGE>



                               TREMONT CORPORATION

                       SUMMARY OF CONSOLIDATED OPERATIONS

                      (In millions, except per share data)

                                    <TABLE>

                                   <CAPTION>

                                                              Quarter Ended                    Nine Months Ended
                                                              September 30,                      September 30,

                                                      -------------------------------    -------------------------------
                                                          1998              1999             1998              1999
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Equity in earnings (loss) of:

     NL Industries                                    $     4.8         $     2.5         $   55.0         $     25.7
     TIMET                                                  5.0              (2.7)            14.8               (4.6)
     Other                                                   .2               -                2.2                 .7
                                                      --------------    -------------    --------------    -------------
                                                           10.0              (0.2)            72.0               21.8
Corporate expense, net                                      (.3)              1.0              (.7)               2.7
                                                      --------------    -------------    --------------    -------------

     Income before taxes and minority interest              9.7              (1.2)            71.3               19.1

Income tax expense                                          1.8               (.7)             5.9                6.6
Minority interest                                           -                 -                 .5                 .2
                                                      --------------    -------------    --------------    -------------

     Income before extraordinary item                       7.9               (.5)            64.9               12.3

Equity in extraordinary loss of NL-

     early extinguishment of debt                           (.4)              -                (.8)               -
                                                      --------------    -------------    --------------    -------------

     Net income                                       $     7.5         $      (.5)       $   64.1         $     12.3
                                                      ==============    =============    ==============    =============

Earnings per share:
     Before extraordinary item:

        Basic                                          $   1.23         $    (.08)        $   9.82         $     1.92
        Diluted                                            1.19              (.08)            9.47               1.90
     Net income:

        Basic                                          $   1.17         $    (.08)        $   9.69         $     1.92
        Diluted                                            1.12              (.08)            9.35               1.90

Weighted average shares outstanding:

     Common shares                                          6.4               6.4              6.6                6.4
     Diluted shares                                         6.5               6.5              6.8                6.5


</TABLE>



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