<PAGE> 1
Form 10-K/A
Amendment No. 2 to
Annual Report
on
Form 10-K
for the year ended
December 31, 1993
of
RMI TITANIUM COMPANY
Pursuant to Rule 12b-15, promulgated under the Securities Exchange Act
of 1934, RMI Titanium Company hereby amends each of the following Items of its
Annual Report on Form 10-K for the year ended December 31, 1993 so that, as
amended, such Items read as set forth herein.
Index to Exhibits
Exhibit 23.1
Exhibit 27.1
Exhibit 27.2
<PAGE> 2
<TABLE>
INDEX TO EXHIBITS
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NO. DESCRIPTION NUMBER
- ------- ------------------------------------------------------------------- ---------------
<S> <C> <C>
2.0 Amended and Restated Reorganization Agreement, incorporated by
reference to Exhibit 2.1 to the Company's Registration Statement on
Form S-1 No. 33-30667 Amendment No. 1 filed with the Securities and
Exchange Commission on April 9, 1990.
3.1 Amended Articles of Incorporation of the Company, incorporated by
reference to Exhibit 3.1 to the Company's Registration Statement on
Form S-1 No. 33-30667 filed with the Securities and Exchange
Commission on August 23, 1989.
3.2 Amended Code of Regulations of the Company.
10.1 Agreement for the sale and purchase of titanium tetrachloride
between SCM Chemicals, Inc., and RMI Titanium Company dated March
9, 1993, incorporated by reference to Exhibit 10.13 to the
Company's Form 10-K Annual Report for the year ended December 31,
1992.+
10.2 Agreement for the supply, purchase and sale of chlorine between SCM
Chemicals, Inc., and RMI Titanium Company dated as of November 13,
1990, incorporated by reference to Exhibit 10.3 to the Company's
Form 10-K Annual Report for the year ended December 31, 1990.
10.3 Bank credit agreement between Society National Bank, Pittsburgh
National Bank and NBD Bank, as Banks, Society National Bank as
agent, and RMI Titanium Company dated as of June 3, 1993,
incorporated by reference to Exhibit 10.3 to Amendment No. 1 to the
Company's Form 10-K Annual Report for the year ended December 31,
1992.
10.4 RMI Company Annual Incentive Compensation Plan, incorporated by
reference to Exhibit 10.3 to the Company's Registration Statement
on Form S-1 No. 33-30667 Amendment No. 2 filed with the Securities
and Exchange Commission on October 10, 1989.
10.5 RMI Titanium Company 1989 Stock Option Incentive Plan, incorporated
by reference to Exhibit 10.4 to the Company's Registration
Statement on Form S-1 No. 33-30667 Amendment No. 2 filed with the
Securities and Exchange Commission on October 10, 1989.
10.6 RMI Titanium Company Supplemental Pension Plan effective August 1,
1987, and amended as of December 12, 1990, incorporated by
reference to Exhibit 10.8 to the Company's form 10-K Annual Report
for the year ended December 31, 1990.
10.7 RMI Titanium Company 1989 Employee Restricted Stock Award Plan,
incorporated by reference to Exhibit 10.6 to the Company's
Registration Statement on Form S-1, No. 33-30667 Amendment No. 2
filed with the Securities and Exchange Commission on October 10,
1989.
10.8 Amendment to RMI Titanium Company 1989 Employee Restricted Stock
Award Plan incorporated by reference to Exhibit 10.10 to the
Company's Form 10-K Annual Report for the year ended December 31,
1990.
10.9 RMI Titanium Company 1989 Non-Employee Director Restricted Stock
Award Plan, incorporated by reference to Exhibit 10.7 to the
Company's Registration Statement on Form S-1, No. 33-30667
Amendment No. 2 filed with the Securities and Exchange Commission
on October 10, 1989.
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NO. DESCRIPTION NUMBER
- ------- ------------------------------------------------------------------- ---------------
<S> <C> <C>
10.10 RMI Titanium Company Excess Benefits Plan effective July 18, 1991,
incorporated by reference to Exhibit 10.11 to the Company's
Form 10-K Annual Report for the year ended December 31, 1991.
10.11 Agreement for the supply of titanium sponge between Oregon
Metallurgical Corporation and RMI Titanium Company dated as of
February 26, 1992 (without exhibits), incorporated by reference to
Exhibit 10.12 to the Company's Form 10-K Annual Report for the year
ended December 31, 1991.+
21 Subsidiaries of the Company.
23.1 Consent of Price Waterhouse.*
24 Powers of Attorney.
27.1 Annual Report of The RMI Employee Savings and Investment
Plan for the year ended December 31, 1993.*
27.2 Annual Report of The RMI Bargaining Unit Employee Savings
and Investment Plan for the year ended December 31, 1993.*
<FN>
- ---------
+ Confidential treatment has been requested.
* Filed herewith, all other exhibits previously filed.
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-38339) of RMI Titanium Company of our report
dated June 3, 1994, appearing on page 1 of the Annual Report of the RMI
Titanium Company Employee Savings and Investment Plan which appears as Exhibit
27.1 to the Annual Report on Form 10-K of RMI Titanium Company for the year
ended December 31, 1993, as amended by this Form 10-K/A. We also consent to
the incorporation by reference in the Registration Statement (No. 33-38340) on
Form S-8 of RMI Titanium Company of our report dated June 3, 1994, appearing on
page 1 of the Annual Report of the RMI Titanium Company Bargaining Unit
Employees Savings and Investment Plan which appears as Exhibit 27.2 to the
Annual Report on Form 10-K of RMI Titanium Company for the year ended December
31, 1993, as amended by this Form 10-K/A.
PRICE WATERHOUSE
Pittsburgh, Pennsylvania
June 29, 1994
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
Exhibit 27.1
RMI TITANIUM COMPANY EMPLOYEE SAVINGS
AND INVESTMENT PLAN
ANNUAL REPORT
For the Years Ended December 31, 1993 and 1992
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator
of RMI Titanium Company Employee Savings
and Investment Plan
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the financial status of RMI Titanium
Company Employee Savings and Investment Plan (the Plan) at December 31, 1993
and 1992, and the changes in its financial status for the years then ended, in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Plan Administrator; our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with generally accepted
auditing standards which require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by the Plan
Administrator, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules I and II is presented for purposes of additional analysis and is not
a required part of the basic financial statements, but is additional
information required by the Employee Retirement Income Security Act of 1974
(ERISA). The fund information in the statement of changes in net assets
available for benefits is presented for purposes of additional analysis rather
than to present the changes in net assets available for plan benefits of each
fund. Such information has been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
The schedule of assets held for investment purposes and the schedule of
reportable transactions that accompany the Plan's financial statements do not
disclose the historical cost of certain Plan assets held by the trustee and the
historical cost of certain Plan assets sold, respectively. Disclosure of this
information is required by ERISA.
PRICE WATERHOUSE
Pittsburgh, Pennsylvania
June 3, 1994
RMI TITANIUM COMPANY
EMPLOYEE SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1993 and 1992
<CAPTION>
1993 1992
---------- ---------
<S> <C> <C>
Investments, at fair value:
CIGNA Guaranteed "Long-Term" Account $2,609,943 $2,496,014
Fidelity Magellan Mutual Fund 2,507,977 1,842,557
CIGNA Stock Market Index Account 54,782 44,875
RMI Titanium Company Common Stock Account 40,898 31,421
--------- ---------
Net assets available for benefits $5,213,600 $4,414,867
========= =========
The accompanying notes are an integral part of these financial statements.
RMI TITANIUM COMPANY
EMPLOYEE SAVINGS AND INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits, with Fund Information
- --------------------------------------------------------------------------------
For the Year Ended December 31, 1993
<CAPTION>
CIGNA Fidelity CIGNA RMI
Guaranteed Magellan Stock Titanium Co.
"Long-Term" Mutual Fund Market Index Common Stock
Account Account Account Account Total
<S> <C> <C> <C> <C> <C>
Employees' contributions $ 244,138 $ 204,821 $ 13,461 $ 13,741 $476,161
Investment Income:
Interest and dividend income 166,344 225,820 17 46 392,227
Net appreciation (depreciation) in
fair value of investments -- 232,236 4,251 (9,445) 227,042
-------- --------- ------ ------ ---------
166,344 458,056 4,268 (9,399) 619,269
Rollovers from other qualified plans 137 -- -- -- 137
Transfer among the plans/investment
options (75,022) 80,222 (7,627) 5,574 3,147
--------- --------- ------ ------- ---------
Total net additions 335,597 743,099 10,102 9,916 1,098,714
Participant loans, net of repayments 2,891 (18,262) 898 19,285 4,812
Participants' benefits (224,559) (59,417) (1,093) (19,724) (304,793
)
--------- --------- ------ ------- ---------
Total net deductions (221,668) (77,679) (195) (439) (299,981
)
Increase in net assets 113,929 665,420 9,907 9,477 798,733
Net assets available for benefits:
Beginning of year 2,496,014 1,842,557 44,875 31,421 4,414,867
--------- --------- ------ ------- ----------
End of year $2,609,943 $2,507,977 $54,782 $40,898 $5,213,600
========= ========= ====== ====== =========
<FN>
The accompanying notes are an integral part of these financial statements.
RMI TITANIUM COMPANY
EMPLOYEE SAVINGS AND INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits, with Fund Information
- --------------------------------------------------------------------------------
For the Year Ended December 31, 1992
<CAPTION>
CIGNA Fidelity CIGNA RMI
Guaranteed Magellan Stock Titanium Co.
"Long-Term" Mutual Fund Market Index Common Stock
Account Account Account Account Total
<S> <C> <C> <C> <C> <C>
Employees' contributions $ 257,093 $ 222,080 $ 13,313 $ 23,358 $ 515,844
Investment income:
Interest and dividend income 187,399 278,051 -- -- 465,450
Net appreciation (depreciation) in
fair value of investments -- (143,799) 3,049 (18,374) (159,124)
--------- -------- ------- ------- --------
187,399 134,252 3,049 (18,374) 306,326
Rollovers from other qualified plans 2,063 384 -- -- 2,447
Transfer among the plans 227,505 (220,806) (6,424) 4,201 4,476
-------- --------- ------- ------- --------
Total net additions 674,060 135,910 9,938 9,185 829,093
Participant loans net of repayments 11,487 -- -- -- 11,487
Participants' benefits (492,058) (468,974) (25,350) (2,382) (988,764)
--------- --------- ------- ------- ---------
Total net deductions (480,571) (468,974) (25,350) (2,382) (977,277)
Increase (decrease) in net assets 193,489 (333,064) (15,412) 6,803 (148,184)
Net assets available for benefits:
Beginning of year 2,302,525 2,175,621 60,287 24,618 4,563,051
--------- --------- ------- ------- ---------
End of year $2,496,014 $1,842,557 $ 44,875 $ 31,421 $4,414,867
========= ========= ======= ======= =========
<FN>
The accompanying notes are an integral part of these financial statements.
RMI TITANIUM COMPANY
EMPLOYEE SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993 AND 1992
NOTE 1 - SUMMARY OF ACCOUNTING POLICIES:
- ---------------------------------------
ACCOUNTING METHOD
- -----------------
The financial statements utilize the accrual method of accounting.
INVESTMENTS
- -----------
Available investment options are as follows:
Fidelity Magellan Fund (a mutual fund)
RMI Titanium Company Common Stock
CIGNA managed funds:
Guaranteed "Long-Term" Account (a guaranteed
investment contract)
Stock Market Index Account
Investments in the Fidelity Magellan Fund and RMI Titanium Company common stock
are valued at market value based on published quotations. Security
transactions are recorded as of the settlement date. Guaranteed investment
contracts are valued at contract value. All CIGNA managed funds are valued by
CIGNA and reflect current market value. Cost information for the
aforementioned investments is not available as it is not maintained by the
Plans' recordkeepers.
FUNDING
- -------
The plan is funded by contributions from the participating employees of RMI
Titanium Company (the Company). The costs of administering the plan and the
trust are borne by the Company.
PAYMENT OF BENEFITS
- -------------------
Benefits are recorded when paid.
NOTE 2 - DESCRIPTION OF PLAN:
- ----------------------------
GENERAL
- -------
The following description of the RMI Titanium Company Employee Savings and
Investment Plan (the Plan) provides only general information. Participants
should refer to the Plan agreement for a more complete description of the
Plan's provisions.
The Plan is a defined contribution plan covering full-time salaried,
nonrepresented employees who are at least 21 years of age and have one year of
service. It is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
CONTRIBUTIONS
- -------------
Participants may contribute from 1% to 15% of salary through payroll deduction.
Certain highly compensated participants, as defined by the Internal Revenue
Code, may contribute from 1% to 7% of salary through payroll deduction.
Contributions are directed by the participants into any one or all of the
investment options. Participants may change their elections of investment
funds as of any calendar quarter by completing a new enrollment and change form
and submitting it to the employee benefits department at least 15 days in
advance. Participants are 100% vested in their accounts at all times.
PAYMENT OF BENEFITS
- -------------------
Participants or their beneficiaries are entitled to the full current value of
their account in the Plan upon:
Retirement;
Termination of Employment with the Company;
Death
Participants may also make written application to the administrator for
withdrawals of all or a portion of their account balance for certain limited
situations qualifying as financial hardships under Internal Revenue Service
guidelines in effect at the time of withdrawals.
Participants are also permitted to withdraw loans (up to 50% of their account
balance) secured by their account balance. Such loans bear interest at a
current market rate and are primarily repaid by payroll deduction.
ADMINISTRATION
- --------------
The Plan is administered by the Company's Board of Directors. The Board
establishes rules of procedures and interprets the provisions of the Plan.
TERMINATION PROVISION
- ---------------------
The Company anticipates the Plan will continue without interruption, but
reserves the right to discontinue the Plan at any time. In the event that such
discontinuance results in the termination of the Plan, the Plan provides that
each participant shall be fully vested with the amount in his/her individual
account. The individual accounts of the participants shall continue to be
administered by the administrator, or be distributed in a lump sum to the
participants, as deemed appropriate by the administrator.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 3 - INCOME TAXES
- ---------------------
The Internal Revenue Service has determined and informed RMI Titanium Company
by a letter in 1988, that the Plan and related trust are designed in accordance
with applicable sections of the Internal Revenue Code (IRC). The Plan has been
amended since receiving the determination letter. However, the Plan
administrator believes that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the IRC. Therefore,
no provision for income taxes has been included in the Plan financial
statements.
NOTE 4 - RECORDKEEPING
- ----------------------
Individual participant account balances, allocation and investment options are
maintained by CIGNA based on enrollment and payroll information supplied by the
Company.
SCHEDULE I
FORM 5500
Item 27a - Schedule of Assets Held for Investment Purposes
RMI TITANIUM COMPANY
EMPLOYEE SAVINGS & INVESTMENT PLAN
<CAPTION>
(a) (b) (c) (d) (e) CURRENT
IDENTITY DESCRIPTION OF INVESTMENT COST VALUE
-------------------- ------------------------- ---- -----------
<S> <C> <C> <C> <C>
-- Fidelity Investments Fidelity Magellan Fund (1) $2,507,977
-- Connecticut General Life
Insurance Company Guaranteed "Long-term" Account (1) 2,609,943
-- Connecticut General Life
Insurance Company Stock Market Index Fund (1) 54,782
-- Pittsburgh National Bank RMI Titanium Company Common Stock (1) 40,898
---------
TOTAL: $5,213,600
=========
(1) Cost information not available from ordinary business records.
SCHEDULE II
FORM 5500
Item 27d - Schedule of Reportable (5%) Transactions
RMI TITANIUM COMPANY
EMPLOYEE SAVINGS & INVESTMENT PLAN
PLAN NO. 005
A. PURCHASES:
<CAPTION>
Identity of Purchased Selling Cost of Current Net Gain
Party Involved Description of Assets Price Price Asset Value or loss
------------------ --------------------- --------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Fidelity Investments Fidelity Magellan $546,498 N/A $546,498 $546,498 N/A
Connecticut General Guaranteed "Long-Term" 305,903 N/A 305,903 305,903 N/A
Life Insurance Co.
B. SALES:
<CAPTION>
Identity of Purchased Selling Cost of Current Net Gain
Party Involved Description of Assets Price Price Asset Value or loss
------------------ --------------------- --------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Fidelity Investments Fidelity Magellan N/A $118,412 (1) $118,412 N/A
Connecticut General Guaranteed "Long-Term" N/A 356,611 (1) 356,611 N/A
Life Insurance Co.
(1) Cost information not available from ordinary business records.
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
BLE> <S> <C>
Exhibit 27.2
RMI TITANIUM COMPANY
BARGAINING UNIT EMPLOYEES SAVINGS
AND INVESTMENT PLAN
ANNUAL REPORT
For the Years Ended December 31, 1993 and 1992
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator
of RMI Titanium Company Employee Savings
and Investment Plan
In our opinion, the accompanying statement of net assets available
for benefits and the related statement of changes in net assets
available for benefits present fairly, in all material respects, the
financial status of RMI Titanium Company Employee Savings and
Investment Plan (the Plan) at December 31, 1993 and 1992, and the
changes in its financial status for the years then ended, in
conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Plan
Administrator; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of
these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and
significant estimates made by the Plan Administrator, and evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The additional
information included in Schedules I and II is presented for purposes
of additional analysis and is not a required part of the basic
financial statements, but is additional information required by the
Employee Retirement Income Security Act of 1974 (ERISA). The fund
information in the statement of changes in net assets available for
benefits is presented for purposes of additional analysis rather than
to present the changes in net assets available for plan benefits of
each fund. Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements
and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
The schedule of assets held for investment purposes and the schedule
of reportable transactions that accompany the Plan's financial
statements do not disclose the historical cost of certain Plan assets
held by the trustee and the historical cost of certain Plan assets
sold, respectively. Disclosure of this information is required by
ERISA.
PRICE WATERHOUSE
Pittsburgh, Pennsylvania
June 3, 1994
RMI TITANIUM COMPANY
BARGAINING UNIT EMPLOYEES SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1993 and 1992
<CAPTION>
1993 1992
---------- ---------
<S> <C> <C>
Investments, at fair value:
CIGNA Guaranteed "Long-Term" Account $2,565,690 $2,285,159
Fidelity Magellan Mutual Fund 3,024,939 2,370,637
CIGNA Stock Market Index Account 21,001 12,861
RMI Titanium Company Common Stock Account 119,843 95,318
--------- ---------
Net assets available for benefits $5,731,473 $4,763,975
========= =========
The accompanying notes are an integral part of these financial statements.
RMI TITANIUM COMPANY
BARGAINING UNIT EMPLOYEES SAVINGS AND INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits, with Fund Information
- --------------------------------------------------------------------------------
For the Year Ended December 31, 1993
<CAPTION>
Fidelity CIGNA CIGNA RMI
Magellan Guaranteed Stock Titanium Co.
Mutual Fund "Long-Term" Market Index Common Stock
Account Account Account Account Total
<S> <C> <C> <C> <C>
Employees' contributions $ 292,601 $ 305,299 $ 2,881 $ 14,423 $ 615,204
Investment income:
Interest and dividend income 278,498 157,107 3 71 435,679
Net appreciation (depreciation) in
fair value of investments 294,316 -- 1,307 (26,994) 268,629
--------- --------- ------ ------- ---------
572,814 157,107 1,310 (26,923) 704,308
Transfer among the plans/investment
options (21,059) (25,253) 3,998 39,167 (3,147)
--------- --------- ------ ------- ---------
Total net additions 844,356 437,153 8,189 26,667 1,316,365
Participant loans net of repayments (44,799) (18,851) 431 430 (62,789)
Participants' benefits (145,255) (137,771) (480) (2,572) (286,078)
--------- --------- ------ ------- ---------
Total net deductions (190,054) (156,622) (49) (2,142) (348,867)
Increase in net assets 654,302 280,531 8,140 24,525 967,498
Net assets available for benefits:
Beginning of year 2,370,637 2,285,159 12,861 95,318 4,763,975
--------- --------- ------ ------- ---------
End of year $3,024,939 $2,565,690 $21,001 $ 119,843 $5,731,473
========= ========= ====== ======== =========
The accompanying notes are an integral part of these financial statements.
RMI TITANIUM COMPANY
BARGAINING UNIT EMPLOYEES SAVINGS AND INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits, with Fund Information
- --------------------------------------------------------------------------------
For the Year Ended December 31, 1992
<CAPTION>
Fidelity CIGNA CIGNA RMI
Magellan Guaranteed Stock Titanium Co.
Mutual Fund "Long-Term" Market Index Common Stock
Account Account Account Account Total
<S> <C> <C> <C> <C> <C>
Employees' contributions $ 293,268 $ 304,130 $ 3,708 $ 14,282 $ 615,388
Investment income:
Interest and dividend income 355,380 178,509 -- -- 533,889
Net appreciation (depreciation) in
fair value of investments (189,094) -- 1,127 (59,783) (247,750)
--------- --------- ------- ------- ----------
166,286 178,509 1,127 (59,783) 286,139
Transfer among the plans/investment
options (95,310) 55,686 (5,650) 40,798 (4,476)
--------- --------- ------- ------- ----------
Total net additions (deductions) 364,244 538,325 (815) (4,703) 897,051
Participant loans, net of repayments -- (8,954) -- -- (8,954)
Participants' benefits (758,715) (651,527) (29,003) (7,560) (1,446,805)
--------- --------- ------- ------- ----------
Total net deductions (758,715) (660,481) (29,003) (7,560) (1,455,759)
Decrease in net assets (394,471) (122,156) (29,818) (12,263) (558,708)
Net assets available for benefits:
Beginning of year 2,765,108 2,407,315 42,679 107,581 5,322,683
--------- --------- -------- ------- ----------
End of year $2,370,637 $2,285,159 $ 12,861 $ 95,318 $4,763,975
========= ========= ======== ======= =========
<FN>
The accompanying notes are an integral part of these financial statements.
RMI TITANIUM COMPANY
BARGAINING UNIT EMPLOYEES SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993 AND 1992
NOTE 1 - SUMMARY OF ACCOUNTING POLICIES:
---------------------------------------
ACCOUNTING METHOD
-----------------
The financial statements utilize the accrual method of accounting.
INVESTMENTS
-----------
Available investment options are as follows:
Fidelity Magellan Fund (a mutual fund)
RMI Titanium Company Common Stock
CIGNA managed funds:
Guaranteed "Long-Term" Account (a guaranteed
investment contract)
Stock Market Index Account
Investments in the Fidelity Magellan Fund and RMI Titanium Company
Common Stock are valued at market value based on published
quotations. Guaranteed investment contracts are valued at contract
value. Security transactions are recorded as of the settlement date.
All CIGNA managed funds are valued by CIGNA and reflect current
market value. Cost information for the aforementioned investments is
not available as it is not maintained by the Plans' recordkeepers.
FUNDING
-------
The plan is funded by contributions from the participating employees
of RMI Titanium Company (the Company). The costs of administering
the plan and the trust are borne by the Company.
PAYMENT OF BENEFITS
-------------------
Benefits are recorded when paid.
NOTE 2 - DESCRIPTION OF PLAN:
----------------------------
GENERAL
-------
The following description of the RMI Titanium Company Bargaining Unit
Employees Savings and Investment Plan (the Plan) provides only
general information. Participants should refer to the Plan agreement
for a more complete description of the Plan's provisions.
The Plan is a defined contribution plan covering full-time union
represented employees who are at least 21 years of age and have one
year of service. It is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
CONTRIBUTIONS
-------------
Participants may contribute from 1% to 15% of salary through payroll
deduction. Contributions are directed by the participants into any
one or all of the investment options. Participants may change their
elections of investment funds as of any calendar quarter by
completing a new enrollment and change form and submitting it to the
employee benefits department at least 15 days in advance.
Participants are 100% vested in their accounts at all times.
PAYMENT OF BENEFITS
-------------------
Participants or their beneficiaries are entitled to the full current
value of their account in the Plan upon:
Retirement;
Termination of Employment with the Company;
Death
Participants may also make written application to the administrator
for withdrawals of all or a portion of their account balance for
certain limited situations qualifying as financial hardships under
Internal Revenue Service guidelines in effect at the time of
withdrawals.
Participants are also permitted to withdraw loans (up to 50% of their
account balance) secured by their account balance. Such loans bear
interest at a current market rate and are primarily repaid by payroll
deduction.
ADMINISTRATION
--------------
The Plan is administered by the Company's Board of Directors. The
Board establishes rules of procedures and interprets the provisions
of the Plan.
TERMINATION PROVISION
---------------------
The Company anticipates the Plan will continue without interruption,
but reserves the right to discontinue the Plan at any time. In the
event that such discontinuance results in the termination of the
Plan, the Plan provides that each participant shall be fully vested
with the amount in his/her individual account. The individual
accounts of the participants shall continue to be administered by the
administrator, or be distributed in a lump sum to the participants,
as deemed appropriate by the administrator.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 3 - INCOME TAXES:
---------------------
The Internal Revenue Service has determined and informed RMI Titanium
Company by a letter in 1988, that the Plan and related trust are
designed in accordance with applicable sections of the Internal
Revenue Code (IRC). The Plan has been amended since receiving the
determination letter. However, the Plan administrator believes that
the Plan is designed and is currently being operated in compliance
with the applicable requirements of the IRC. Therefore, no provision
for income taxes has been included in the Plan financial statements.
NOTE 4 - RECORDKEEPING
----------------------
Individual participant account balances, allocation and investment
options are maintained by CIGNA based on enrollment and payroll
information supplied by the Company.
SCHEDULE I
FORM 5500
Item 27a - Schedule of Assets Held for Investment Purposes
RMI TITANIUM COMPANY
BARGAINING UNIT EMPLOYEES SAVINGS & INVESTMENT PLAN
<CAPTION>
(a) (b) (c) (d) (e) CURRENT
IDENTITY DESCRIPTION OF INVESTMENT COST VALUE
--------------------- ------------------------- ---- ----------
<S> <C> <C> <C> <C>
-- Fidelity Investments Fidelity Magellan Fund (1) $3,024,939
-- Connecticut General Life
Insurance Company Guaranteed "Long-term" Account (1) 2,565,690
-- Connecticut General Life
Insurance Company Stock Market Index Fund (1) 21,001
-- Pittsburgh National Bank RMI Titanium Company Common Stock (1) 119,843
---------
TOTAL: $5,731,473
=========
<FN>
(1) Cost information not available from ordinary business records.
SCHEDULE II
FORM 5500
Item 27d - Schedule of Reportable (5%) Transactions
RMI TITANIUM COMPANY
BARGAINING UNIT EMPLOYEES SAVINGS & INVESTMENT PLAN
PLAN NO. 006
A. PURCHASES:
<CAPTION>
Identity of Purchased Selling Cost of Current Net Gain
Party Involved Description of Assets Price Price Asset Value or loss
------------------ --------------------- --------- ------- ------ ------- -------
<S> <C> <C> <C> <C> <C> <C>
Fidelity Investments Fidelity Magellan $668,490 N/A $668,490 $668,490 N/A
Connecticut General Guaranteed "Long-Term" 399,359 N/A 399,359 399,359 N/A
Life Insurance Co.
B. SALES:
<CAPTION>
Identity of Purchased Selling Cost of Current Net Gain
Party Involved Description of Assets Price Price Asset Value or loss
------------------ --------------------- --------- ------- ------ ------- -------
<S> <C> <C> <C> <C> <C> <C>
Fidelity Investments Fidelity Magellan N/A $303,893 (1) $303,893 N/A
Connecticut General Guaranteed "Long-Term" N/A 277,642 (1) 277,642 N/A
Life Insurance Co.
<FN>
(1) Cost information not available from ordinary business records.
</TABLE>
