SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Titanium Metals Corporation
(Name of Subject Company)
Titanium Metals Corporation
(Names of Filing Persons (Offeror))
6 5/8% Convertible Preferred Securities of TIMET Capital Trust I
Convertible Preferred Securities Guarantee of Titanium Metals Corporation
(Title of Class of Securities)
887381408 and 887381309
(CUSIP Number of Class of Securities)
J. Landis Martin
Chairman of the Board, President and Chief Executive Officer
Titanium Metals Corporation
1999 Broadway, Suite 4300
Denver, Colorado 80202
(303) 296-5600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Don M. Glendenning
Toni Weinstein
Locke Liddell & Sapp LLP
2200 Ross Avenue, Suite 2200
Dallas, Texas 75201
(214) 740-8000
CALCULATION OF FILING FEE
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Transaction Value* Amount of Filing Fee**
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$173,067,260 $21,928
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* Estimated for purposes of calculating the amount of the filing fee only.
This calculation assumes the exchange of all 4,024,820 outstanding 6?%
Convertible Preferred Securities, Beneficial Unsecured Convertible
Securities (including the associated guarantee) of TIMET Capital Trust I
(the "BUCS") for 6 3/4% Series A Convertible Preferred Stock of Titanium
Metals Corporation and is based upon the last reported closing price of the
BUCS as of July 29, 2004.
** The amount of the filing fee, calculated in accordance with Rule 0-11(b)(1)
of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory
#7 for Fiscal Year 2004 issued by the Securities and Exchange Commission,
equals $126.70 per million of the value of the transaction.
|X| Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $23,713 Filing Party: Titanium Metals Corporation
Form or Registration No.: 333-114218 Date Filed: April 5, 2004
|_| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which the statement
relates:
|_| third-party tender offer subject to Rule 14d-1.
|X| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: |_|
This Tender Offer Statement on Schedule TO (this "Schedule TO") is filed by
Titanium Metals Corporation, a Delaware corporation ("TIMET"). This Schedule TO
relates to the offer by TIMET to exchange all of the outstanding 4,024,820 6
5/8% Convertible Preferred Securities, Beneficial Unsecured Convertible
Securities, liquidation preference $50 per security (the "BUCS"), which
represent undivided beneficial ownership interests in the assets of TIMET
Capital Trust I, a Delaware statutory business trust, for 4,024,820 shares of 6
3/4% Series A Convertible Preferred Stock, par value $.01 per share (the "Series
A Preferred Stock"), of TIMET upon the terms and subject to the conditions set
forth in the Prospectus dated July 30, 2004 (the "Prospectus"), which is a part
of TIMET's Registration Statement on Form S-4 (File No. 333-114218) initially
filed with the Securities and Exchange Commission on April 5, 2004 (the
"Registration Statement"), and in the related Letter of Transmittal, which is
filed as Exhibit 99.1 to the Registration Statement. The BUCS include the
associated guarantee by TIMET.
The information in the Registration Statement, including all exhibits
thereto, is incorporated herein by reference in answer to all of the items of
the Schedule TO, except as otherwise set forth below.
Item 1. Summary Term Sheet.
The information set forth in the section of the Prospectus entitled
"Summary--The Exchange Offer" is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The address of the principal executive offices of TIMET is 1999
Broadway, Suite 4300, Denver, Colorado, and the telephone number is (303)
296-5600.
(b) The information in the Prospectus under the heading "Market and Market
Prices" is incorporated herein by reference.
(c) The information in the Prospectus under the heading "Market and Market
Prices" is incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
TIMET is the filing person and the subject company. The information set
forth in Item 2(a) above is hereby incorporated by reference.
Item 4. Terms of the Transaction.
(a) The information in the Prospectus under the headings "Summary--The
Exchange Offer," "Summary--Summary Comparison of BUCS to Series A Preferred
Stock," "Description of the Exchange Offer," "Material U.S. Federal Income Tax
Considerations," "Description of the Series A Preferred Stock" and "Description
of the BUCS" is incorporated herein by reference.
(b) The information in the Prospectus under the heading "Conflicts of
Interest" is incorporated herein by reference
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(e) The information in TIMET's definitive Proxy Statement on Schedule 14A
filed with the Securities and Exchange Commission on July 7, 2004 under the
heading "Certain Relationships and Transactions--TIMET Executive Stock Ownership
Loan Plan" is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
(a) The information in the Prospectus under the heading "Description of the
Exchange Offer--Background and Purposes of the Exchange Offer" is incorporated
herein by reference.
(b) The information in the Prospectus under the heading "Summary--Use of
Proceeds; Fees and Expenses of the Exchange Offer" is incorporated herein by
reference.
(c) The information in the Prospectus under the headings "Summary" and
"Market and Market Prices" is incorporated herein by reference.
Item 7. Source and Amount of Funds or Other Consideration.
(a) The information in the Prospectus under the heading "Summary" is
incorporated herein by reference.
(b) The information in the Prospectus under the heading "Description of the
Exchange Offer--Conditions to the Exchange Offer" is incorporated herein by
reference.
(d) None.
Item 8. Interest in Securities of the Subject Company.
(a) The information in the Prospectus under the heading "Conflicts of
Interest" and the information in TIMET's definitive Proxy Statement on Schedule
14A filed with the Securities and Exchange Commission on July 7, 2004 under the
heading "Security Ownership" is incorporated herein by reference.
(b) None.
Item 9. Person/Assets, Retained, Employed, Compensated or Used.
(a) The information in the Prospectus under the heading "Description of the
Exchange Offer--Fees and Expenses" is incorporated herein by reference.
Item 10. Financial Statements.
(a)(1) The information in Item 8 of TIMET's Annual Report on Form 10-K for
the year ended December 31, 2003 is incorporated herein by reference.
(a)(2) Not applicable.
(a)(3) The information in the Prospectus under the heading "Selected
Consolidated Financial Data" is incorporated herein by reference.
(b) The information in the Prospectus under the headings "Selected
Consolidated Financial Data" and "Unaudited Pro Forma Condensed Consolidated
Financial Statements" is incorporated herein by reference.
Item 11. Additional Information.
(a)(1) The information in TIMET's definitive Proxy Statement on Schedule
14A filed with the Securities and Exchange Commission on July 7, 2004 under the
headings "Executive Compensation," "Security Ownership" and "Certain
Relationships and Transactions" is incorporated herein by reference.
(a)(2) The New York Stock Exchange requires stockholder approval be
obtained for any issuance of securities convertible into common stock if the
number of shares of common stock to be issued is equal to or in excess of 20% of
the number of shares of common stock outstanding before the issuance of the
convertible securities. In addition, TIMET's Amended and Restated Certificate of
Incorporation must be amended to increase the number of authorized shares of
TIMET's capital stock to, among other things, facilitate the exchange offer
described in the Prospectus. TIMET has solicited stockholder approval for this
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issuance and this amendment in its definitive Proxy Statement on Schedule 14A
filed with the Securities and Exchange Commission on July 7, 2004 relating to
its annual stockholders' meeting scheduled to be held on August 5, 2004.
Furthermore, prior to the consummation of the exchange offer, TIMET will file
(i) such amendment to its Amended and Restated Certificate of Incorporation,
including the Certificate of Designations creating the Series A Preferred Stock,
with the Secretary of State of the State of Delaware, and (ii) a supplemental
listing application with the New York Stock Exchange relating to the shares of
common stock reserved for issuance upon the conversion of the Series A Preferred
Stock.
(a)(3) Not applicable.
(a)(4) The information in the Prospectus under the heading "Description of
the BUCS--Margin Regulations" is incorporated herein by reference.
(a)(5) None.
(b) Incorporated by reference to the Prospectus.
Item 12. Exhibits.
(a)(1)(A) Prospectus, dated July 30, 2004, incorporated herein by
reference to the Registration Statement.
(a)(1)(B) Form of Letter of Transmittal, incorporated by reference to
Exhibit 99.1 to the Registration Statement.
(a)(1)(C) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees, incorporated by reference to
Exhibit 99.2 to the Registration Statement.
(a)(1)(D) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees,
incorporated by reference to Exhibit 99.3 to the
Registration Statement.
(a)(1)(E) Form of Notice of Guaranteed Delivery, incorporated by
reference to Exhibit 99.4 to the Registration Statement.
(a)(5)(A) Press Release issued by TIMET on April 5, 2004, filed
pursuant to Rule 425 on April 5, 2004.
(a)(5)(B) Press Release issued by TIMET on July 30, 2004.
(b) None.
(c) None.
(d) None.
(g) None.
(h) None.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: July 30, 2004 TITANIUM METALS CORPORATION
By:/s/ Joan H. Prusse
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Joan H. Prusse
Vice President,
General Counsel and Secretary
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