TREMONT CORPORATION
8-K, 2000-02-16
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

                                February 11, 2000
                ----------------------------------------------------------------
                (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 February 11, 2000 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 fourth
quarter and 1999 financial results.

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

     (c)  Exhibits

          Item No.  Exhibit List

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

          99.1      Press release dated February 11, 2000 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: February 11, 2000




                                                             Exhibit 99.1


                                  PRESS RELEASE

FOR IMMEDIATE RELEASE:                      CONTACT:

Tremont Corporation                         Mark A. Wallace
1999 Broadway, Suite 4300                   Chief Financial Officer
Denver, Colorado  80202                     (303) 296-5615

                 TREMONT REPORTS FOURTH QUARTER AND 1999 RESULTS

         DENVER,  COLORADO . . .  February  11,  2000 . . . Tremont  Corporation
(NYSE:  TRE) reported a fourth quarter net loss of $40.5  million,  or $6.34 per
share,  compared to income of $9.7 million,  or $1.49 per diluted share, for the
same quarter in 1998. For the full year of 1999,  Tremont reported a net loss of
$28.2  million,  or $4.41 per share,  compared  to income of $73.8  million,  or
$10.88 per diluted share,  for 1998.  Tremont's fourth quarter results include a
$60.8 million pretax  impairment  charge for an other than temporary  decline in
the market value of TIMET,  a 39%-owned  affiliate  ($38  million,  or $5.95 per
share, net of tax).

         The Company's  equity in losses of 39%-owned TIMET was $67.4 million in
the fourth  quarter of 1999 compared to a loss of $.8 million in 1998.  The 1999
loss includes the impairment charge.  TIMET reported a net loss of $17.5 million
in the fourth quarter of 1999,  including special charges of $11 million pretax.
These charges relate to costs associated with personnel reductions,  write-downs
of TIMET's  investments  in certain  start-up  joint ventures and provisions for
slow-moving inventories.  TIMET's sales for the fourth quarter were $106 million
compared to $156 million in the 1998 quarter. TIMET's results in 1999 were worse
than in 1998  primarily  due to the decline in both volume and prices  caused by
lower demand in both aerospace and industrial  markets,  and  production-related
problems.

         The Company's  equity in earnings of 20%-owned NL  Industries  was $2.4
million  in the  fourth  quarter of 1999  compared  to $2.8  million in the same
quarter of 1998. NL reported income from continuing  operations of $16.9 million
in the fourth quarter of 1999 on sales of $232 million compared to $18.8 million
on sales of $209  million in the fourth  quarter of 1998.  NL's  fourth  quarter
titanium  dioxide  pigments   ("TiO2")  sales  volume  increased  21%  from  the
year-earlier period with strong demand in all major regions. NL's fourth quarter
average  selling  prices for TiO2 were 1% higher than the third  quarter of 1999
and 3% lower than the fourth quarter of 1998.

         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


                  TREMONT CORPORATION

            SUMMARY OF CONSOLIDATED OPERATIONS

           (In millions, except per share data)



                                     Quarter Ended     Year Ended
                                     December 31,      December 31,
                                     -------------------------------------
                                     1998     1999     1998       1999

Equity in earnings (loss) of:
 NL Industries                       $ 2.8  $  2.4     $  57.8    $  28.1
 TIMET (including provision for market (.8)  (67.4)       14.0      (72.0)
  value decline in 1999)
  Other                                 .7     (.1)        2.9         .6
                                     ------   -----    -------    -------
                                       2.7     (65.1)     74.7      (43.3)
Corporate expenses, net                (.4)       .9        .3        3.6
                                     ------   -------  -------    ----------

     Income (loss) before taxes and    3.1     (66.0)     74.4      (46.9)
         minority interest

Income tax expense (benefit)          (7.9)    (25.5)     (2.0)     (18.9)
Minority interest                       .2        -         .7         .2
                                     ------    -------    ------     --------

  Income (loss) before extraordinary
    item                              10.8     (40.5)     75.7      (28.2)

Equity in extraordinary loss of NL-
     early extinguishment of debt     (1.1)       -       (1.9)        -
                                      ------    -------   -------   ---------

     Net income (loss)                $ 9.7   $ (40.5)   $ 73.8     $ (28.2)
                                      ======  =========  ========   ==========

Income (loss) per share:
     Before extraordinary item:
       Basic                         $ 1.69   $ (6.34)   $ 11.55    $ (4.41)
       Diluted                       $  1.66      *      $ 11.18        *
     Net income (loss):
       Basic                         $  1.52  $ (6.34)   $ 11.25    $ (4.41)
       Diluted                       $  1.49      *      $ 10.88         *

Weighted average shares outstanding:
     Common shares                      6.4      6.4        6.6        6.4
     Diluted shares                     6.5      6.4        6.7        6.5


* Antidilutive



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