<PAGE> 1
Form 10-K/A
Amendment No. 1 to
Annual Report
on
Form 10-K
for the year ended
December 31, 1994
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, 1994, so that, as
amended, such Items read as set forth herein.
Index to Exhibits
Exhibit 23.1
Exhibit 99.1
Exhibit 99.2
<PAGE> 2
INDEX TO EXHIBITS
<TABLE>
<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.
3.1 Articles of Incorporation of the Company, as amended March 31,
1994, incorporated by reference to Exhibit 3.1 to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended June
30, 1994.
3.2 Amended Code of Regulations of the Company, incorporated by
reference to Exhibit 3.2 to the Company's Annual Report on Form
10-K for the year ended December 31, 1993.
9.1 RMI Voting Trust Agreement, dated as of August 4, 1994, between RMI
Titanium Company, USX Corporation and Mellon Bank, N.A., as
Trustee, incorporated by reference to Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended June
30, 1994.
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 Annual Report on Form 10-K 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
Annual Report on Form 10-K for the year ended December 31, 1990.
10.3 Bank Credit Agreement between Society National Bank, PNC Bank,
National Association, and NBD Bank, N.A., as Banks, Society
National Bank as Agent, and RMI Titanium Company dated as of June
13, 1994, incorporated by reference to Exhibit 10.3 to the
Company's Registration Statement on Form S-2 No. 33-52341 Amendment
No. 2.
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.
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.
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 Annual Report on Form
10-K 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.
10.8 Amendment to RMI Titanium Company 1989 Employee Restricted Stock
Award Plan, incorporated by reference to Exhibit 10.10 to the
Company's Annual Report on Form 10-K for the year ended December
31, 1990.
</TABLE>
36
<PAGE> 3
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NO. DESCRIPTION NUMBER
- ------- ----------- -------
<S> <C> <C>
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.
10.10 RMI Titanium Company Excess Benefits Plan effective July 18, 1991,
incorporated by reference to Exhibit 10.11 to the Company's Annual
Report on Form 10-K 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 Annual Report on Form 10-K for the
year ended December 31, 1991.+
21 Subsidiaries of the Company.
23.1 Consent of Price Waterhouse LLP*
24 Powers of Attorney.
99.1 Financial Statements of The RMI Employee Savings and Investment
Plan for the year ended December 31, 1994.*
99.2 Financial Statements of The RMI Bargaining Unit Employee Savings
and Investment Plan for the year ended December 31, 1994.*
<FN>
- ---------
+ Confidential treatment has been requested.
* Filed herewith, all other exhibits previously filed.
</TABLE>
37
<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. 33-38559) of RMI Titanium Company of our report
dated June 7, 1995, appearing on page 1 of the Annual Report of the
RMI Titanium Company Employee Savings and Investment Plan which appears as
Exhibit 99.1 to the Annual Report on Form 10-K of RMI Titanium Company
for the year ended December 31, 1994, 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 7, 1995, appearing on page 1 of the Annual Report of the
RMI Titanium Company Bargaining Unit Employees Savings and Investment
Plan which appears as Exhibit 99.2 to the Annual Report on Form 10-K of
RMI Titanium Company for the year ended December 31, 1994, as amended by
this Form 10-K/A.
PRICE WATERHOUSE LLP
Pittsburgh, Pennsylvania
June 29, 1995
<PAGE> 1
RMI TITANIUM COMPANY
EMPLOYEE SAVINGS AND INVESTMENT PLAN
ANNUAL REPORT
For the Years Ended December 31, 1994 and 1993
Exhibit 99.1
<PAGE> 2
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, 1994 and 1993, 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 LLP
Pittsburgh, Pennsylvania
June 7, 1995
<PAGE> 3
RMI TITANIUM COMPANY
EMPLOYEE SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1994 and 1993
<TABLE>
<CAPTION>
1994 1993
---------- ----------
<S> <C> <C>
Investments, at fair value:
CIGNA Guaranteed "Long-Term" Account $2,731,153 $2,609,943
Fidelity Magellan Mutual Fund 2,261,120 2,507,977
CIGNA Income and Growth Account 67,882 --
CIGNA Stock Market Index Account 42,080 54,782
CIGNA International Equity Account 316,450 --
RMI Titanium Company Common Stock Account 92,381 40,898
Participant Loans Receivable 112,092 80,164
---------- ----------
Net assets available for benefits $5,623,158 $5,293,764
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 4
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
<TABLE>
<CAPTION>
CIGNA Fidelity CIGNA RMI
Guaranteed Magellan Stock Titanium Co. Participant
"Long-Term" Mutual Fund Market Index Common Stock Loans
Account Account Account Account Receivable Total
<S> <C> <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 8,169 400,396
Net appreciation (depreciation) in fair
value of investments -- 232,236 4,251 (9,445) -- 227,042
---------- ---------- ------- ------- ------- ----------
166,344 458,056 4,268 (9,399) 8,169 627,438
Rollovers from other qualified plans 137 -- -- -- -- 137
Transfers (72,131) 61,960 (6,729) 24,859 (4,812) 3,147
---------- ---------- ------- ------- ------- ----------
Total net additions 338,488 724,837 11,000 29,201 3,357 1,106,883
Participants' benefits (224,559) (59,417) (1,093) (19,724) -- (304,793)
---------- ---------- ------- ------- ------- ----------
Total net deductions (224,559) (59,417) (1,093) (19,724) -- (304,793)
Increase in net assets 113,929 665,420 9,907 9,477 3,357 802,090
Net assets available for benefits:
Beginning of year 2,496,014 1,842,557 44,875 31,421 76,807 4,491,674
---------- ---------- ------- ------- ------- ----------
End of year $2,609,943 $2,507,977 $54,782 $40,898 $80,164 $5,293,764
========== ========== ======= ======= ======= ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 5
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, 1994
<TABLE>
<CAPTION>
CIGNA
CIGNA Fidelity CIGNA Stock CIGNA RMI
Guaranteed Magellan Income & Market Int'l. Titanium Co. Participant
"Long-Term" Mutual Fund Growth Index Equity Common Stock Loans
Account Account Account Account Account Account Receivable Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Employees' contributions $ 215,697 $ 213,931 $12,677 $ 11,030 $ 19,174 $ 8,022 $ -- $ 480,531
Investment income:
Interest and dividend income 144,275 97,250 -- -- -- -- 10,833 252,358
Net appreciation (depreciation)
in fair value of investments -- (138,036) (2,420) 355 (19,327) 29,883 -- (129,545)
---------- ---------- ------- -------- -------- -------- -------- ----------
144,275 (40,786) (2,420) 355 (19,327) 29,883 10,833 122,813
Transfers (75,553) (276,906) 57,625 (24,087) 316,603 13,650 21,095 32,427
---------- ---------- ------- -------- -------- -------- -------- ----------
Total net additions
(deductions) 284,419 (103,761) 67,882 (12,702) 316,450 51,555 31,928 635,771
Participants' benefits (163,209) (143,096) -- -- -- (72) -- (306,377)
---------- ---------- ------- -------- -------- -------- -------- ----------
Total net deductions (163,209) (143,096) -- -- -- (72) -- (306,377)
Increase (decrease) in net assets 121,210 (246,857) 67,882 (12,702) 316,450 51,483 31,928 329,394
Net assets available for benefits:
Beginning of year 2,609,943 2,507,977 -- 54,782 -- 40,898 80,164 5,293,764
---------- ---------- ------- -------- -------- -------- -------- ----------
End of year $2,731,153 $2,261,120 $67,882 $ 42,080 $316,450 $ 92,381 $112,092 $5,623,158
========== ========== ======= ======== ======== ======== ======== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 6
RMI TITANIUM COMPANY
EMPLOYEE SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
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 Account (a mutual fund)
RMI Titanium Company Common Stock
CIGNA managed funds:
Guaranteed "Long-Term" Account (guaranteed
investment contracts)
Stock Market Index Account
Income and Growth Account
International Equity 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, which approximates fair
market 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. Security
transactions are recorded as of the settlement date.
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).
CONTRIBUTIONS
Participants may contribute from 1% to 15% of salary through payroll deduction.
Certain highly compensated participants, as
<PAGE> 7
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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;
or 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.
NOTE 3 - INCOME TAXES:
The Internal Revenue Service (IRS) 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. An application
for a new determination letter has been filed with the IRS. 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.
<PAGE> 8
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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.
<PAGE> 9
SCHEDULE I
FORM 5500
Item 27a - Schedule of Assets Held for Investment Purposes
RMI TITANIUM COMPANY
EMPLOYEE SAVINGS & INVESTMENT PLAN
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e) CURRENT
IDENTITY DESCRIPTION OF INVESTMENT COST VALUE
--------------------- ------------------------- ---- -----------
<S> <C> <C> <C> <C>
-- Fidelity Investments Fidelity Magellan Fund Account (1) $2,261,120
-- *Connecticut General Life
Insurance Company Guaranteed "Long-term" Account (1) 2,731,153
-- *Connecticut General Life
Insurance Company Stock Market Index Fund Account (1) 42,080
-- *Connecticut General Life
Insurance Company Income and Growth Account (1) 67,882
-- *Connecticut General Life
Insurance Company International Equity Account (1) 316,450
-- *RMI Titanium Company RMI Titanium Company Common
Stock Account (1) 92,381
-- Participant Loans Interest Rates High 15%,
Low 8.75% N/A 112,092
----------
TOTAL: $5,623,158
==========
</TABLE>
* Designates party-in-interest.
(1) Cost information not provided by CIGNA.
<PAGE> 10
SCHEDULE II
FORM 5500
Item 27d - Schedule of Reportable (5%) Transactions
RMI TITANIUM COMPANY
EMPLOYEE SAVINGS & INVESTMENT PLAN
<TABLE>
<CAPTION>
A. PURCHASES:
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 $453,266 N/A $453,266 $453,266 (1)
Connecticut General Guaranteed "Long-Term" 358,085 N/A 358,085 358,085 (1)
Life Insurance Co.
Connecticut General International Equity 344,473 N/A 344,473 344,473 (1)
Life Insurance Co.
</TABLE>
<TABLE>
<CAPTION>
B. SALES:
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 $542,384 (1) $542,384 (1)
Connecticut General Guaranteed "Long-Term" N/A 363,853 (1) 363,853 (1)
Life Insurance Co.
Connecticut General International Equity N/A 5,274 (1) 5,274 (1)
Life Insurance Co.
</TABLE>
(1) Gain or loss information not provided by CIGNA.
<PAGE> 1
RMI TITANIUM COMPANY
BARGAINING UNIT EMPLOYEES SAVINGS
AND INVESTMENT PLAN
ANNUAL REPORT
For the Years Ended December 31, 1994 and 1993
Exhibit 99.2
<PAGE> 2
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator
of RMI Titanium Company Bargaining Unit
Employees 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 Bargaining Unit Employees Savings and Investment Plan (the
Plan) at December 31, 1994 and 1993, 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 Plan trustee
and the historical cost of certain Plan assets sold, respectively. Disclosure
of this information is required by ERISA.
PRICE WATERHOUSE LLP
Pittsburgh, Pennsylvania
June 7, 1995
<PAGE> 3
RMI TITANIUM COMPANY
BARGAINING UNIT EMPLOYEES SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1994 and 1993
<TABLE>
<CAPTION>
1994 1993
---------- ----------
<S> <C> <C>
Investments, at fair value:
CIGNA Guaranteed "Long-Term" Account $2,708,106 $2,565,690
Fidelity Magellan Mutual Fund 3,073,823 3,024,939
CIGNA Income and Growth Account 46,470 --
CIGNA Stock Market Index Account 41,900 21,001
CIGNA International Equity Account 102,446 --
RMI Titanium Company Common Stock Account 193,252 119,843
Participant Loans Receivable 246,823 210,034
---------- ---------
Net assets available for benefits $6,412,820 $5,941,507
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 4
RMI TITANIUM COMPANY
BARGAINING UNIT EMPLOYEE SAVINGS AND INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits, with Fund
Information
For the Year Ended December 31, 1994
<TABLE>
<CAPTION>
CIGNA
Fidelity CIGNA Stock CIGNA CIGNA RMI
Magellan Guaranteed Market Int'l. Income & Titanium Co. Participant
Mutual Fund "Long-Term" Index Equity Growth Common Stock Loans
Account Account Account Account Account Account Receivable Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Employees' contributions $ 334,298 $ 283,867 $ 3,345 $ 9,248 $ 9,399 $ 12,875 $ -- $ 653,032
Investment income:
Interest and dividend income 122,981 139,908 -- -- -- -- 22,693 285,582
Net appreciation
(depreciation) in fair
value of investments (180,797) -- (662) (3,850) (3,330) 1,872 -- (186,767)
---------- ---------- -------- -------- -------- -------- -------- ----------
(57,816) 139,908 (662) (3,850) (3,330) 1,872 22,693 98,815
Transfers (116,653) (146,795) 18,216 97,048 40,401 61,260 14,096 (32,427)
---------- ---------- -------- -------- -------- -------- -------- ----------
Total net additions 159,829 276,980 20,899 102,446 46,470 76,007 36,789 719,420
Participants' benefits (110,945) (134,564) -- -- -- (2,598) -- (248,107)
---------- ---------- -------- -------- -------- -------- -------- ----------
Total net deductions (110,945) (134,564) -- -- -- (2,598) -- (248,107)
Increase (decrease) in net assets 48,884 142,416 20,899 102,446 46,470 73,409 36,789 471,313
Net assets available for benefits:
Beginning of year 3,024,939 2,565,690 21,001 -- -- 119,843 210,034 5,941,507
---------- ---------- -------- -------- -------- -------- -------- ----------
End of year $3,073,823 $2,708,106 $ 41,900 $102,446 $ 46,470 $193,252 $246,823 $6,412,820
========== ========== ======== ======== ======== ======== ======== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 5
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
<TABLE>
<CAPTION>
Fidelity CIGNA CIGNA RMI
Magellan Guaranteed Stock Titanium Co. Participant
Mutual Fund "Long-Term" Market Index Common Stock Loans
Account Account Account Account Receivable Total
<S> <C> <C> <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 16,244 451,923
Net appreciation (depreciation) in
fair value of investments 294,316 -- 1,307 (26,994) -- 268,629
---------- ---------- --------- -------- -------- ----------
572,814 157,107 1,310 (26,923) 16,244 720,552
Transfers (65,858) (44,104) 4,429 39,597 62,789 (3,147)
---------- ---------- --------- -------- -------- ----------
Total net additions 799,557 418,302 8,620 27,097 79,033 1,332,609
Participants' benefits (145,255) (137,771) (480) (2,572) -- (286,078)
---------- ---------- --------- -------- -------- ----------
Total net deductions (145,255) (137,771) (480) (2,572) -- (286,078)
Increase in net assets 654,302 280,531 8,140 24,525 79,033 1,046,531
Net assets available for benefits:
Beginning of year 2,370,637 2,285,159 12,861 95,318 131,001 4,894,976
---------- ---------- --------- -------- -------- ----------
End of year $3,024,939 $2,565,690 $ 21,001 $119,843 $210,034 $5,941,507
========== ========== ========= ======== ======== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 6
RMI TITANIUM COMPANY
BARGAINING UNIT EMPLOYEES SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
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 (guaranteed
investment contracts)
Stock Market Index Account
Income and Growth Account
International Equity 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, which approximates market
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
<PAGE> 7
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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).
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;
or 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.
<PAGE> 8
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 3 - INCOME TAXES:
The Internal Revenue Service (IRS) 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. An application
for a new determination letter has been filed with the IRS. 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.
<PAGE> 9
SCHEDULE I
FORM 5500
Item 27a - Schedule of Assets Held for Investment Purposes
RMI TITANIUM COMPANY
BARGAINING UNIT EMPLOYEES SAVINGS & INVESTMENT PLAN
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e) CURRENT
IDENTITY DESCRIPTION OF INVESTMENT COST VALUE
--------------------- ------------------------- ---- -----------
<S> <C> <C> <C> <C>
-- Fidelity Investments Fidelity Magellan Fund Account (1) $3,073,823
-- *Connecticut General Life
Insurance Company Guaranteed "Long-term" Account (1) 2,708,106
-- *Connecticut General Life
Insurance Company Stock Market Index Fund Account (1) 41,900
-- *Connecticut General Life
Insurance Company Income and Growth Account (1) 46,470
-- *Connecticut General Life
Insurance Company International Equity Account (1) 102,446
-- *RMI Titanium Company RMI Titanium Company Common Stock
Account (1) 193,252
-- Participant Loans Interest Rates High 15%, Low 8.75% N/A 246,823
---------
TOTAL: $6,412,820
==========
</TABLE>
* Designates party-in-interest.
(1) Cost information not provided by CIGNA.
<PAGE> 10
SCHEDULE II
FORM 5500
Item 27d - Schedule of Reportable (5%) Transactions
RMI TITANIUM COMPANY
BARGAINING UNIT EMPLOYEES SAVINGS & INVESTMENT PLAN
<TABLE>
<CAPTION>
A. PURCHASES:
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 $681,675 N/A $681,675 $681,675 (1)
Connecticut General Guaranteed "Long-Term" 501,731 N/A 501,731 501,731 (1)
Life Insurance Co.
</TABLE>
<TABLE>
<CAPTION>
B. SALES:
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 $406,387 (1) $406,387 (1)
Connecticut General Guaranteed "Long-Term" N/A 461,331 (1) 461,331 (1)
Life Insurance Co.
</TABLE>
(1) Gain or loss information not provided by CIGNA.
