SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
TITANIUM METALS CORPORATION
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
888339 10 8
(CUSIP Number)
JOAN H. PRUSSE
1999 BROADWAY
SUITE 4300
DENVER, COLORADO 80202
(303) 296-5647
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 1, 2004
(Date of Event which requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [ ]
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following pages)
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
J. Landis Martin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
846,817
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 846,817
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
846,817
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
SCHEDULE 13D
Item 1. Security and Issuer
This statement on Schedule 13D (this "Statement") relates to the common
stock, $0.01 par value per share (the "Shares"), of Titanium Metals Corporation,
a Delaware corporation (the "Company"). The Company's principal executive
offices are located at 1999 Broadway, Suite 4300, Denver, Colorado 80202.
Item 2. Identity and Background.
(a) This Statement is filed by J. Landis Martin.
(b)-(c) Mr. Martin is the Chairman, President and Chief Executive Officer
of the Company. Mr. Martin's business address is 1999 Broadway, Suite 4300,
Denver, Colorado 80202.
(d)-(e) During the last five years, Mr. Martin has not been convicted in
any criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, Mr. Martin has not been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) Mr. Martin is a U.S. citizen.
Item 3. Source and Amount of Funds or Other Consideration.
The total amount of funds (including commissions) Mr. Martin used to
acquire the Shares reported in this Statement were as follows:
Mr. Martin invested approximately $1,517,800 to purchase the Company's
common stock that Mr. Martin holds, and approximately $150,000 to purchase the
3,000 6-5/8% Convertible Preferred Securities, Beneficial Unsecured Convertible
Securities of TIMET Capital Trust I (the "BUCS") that Mr. Martin held until such
securities were exchanged in a Company tender offer on September 1, 2004 for
shares of the Company's 6-3/4% Series A Convertible Preferred Stock (the "Series
A Preferred"). In addition, Mr. Martin acquired 100,000 BUCS on December 15,
2003 in a privately negotiated transaction the consideration for which was
57,000 shares of Valhi, Inc. common stock and $982,840, which BUCS were also
exchanged for Series A Preferred in the Company tender offer. Funds used by Mr.
Martin to acquire Shares and BUCS were personal funds.
Mr. Martin understands that the funds used to acquire BUCS and Shares by
the limited liability company described in Item 5 and his family members that
own Shares were personal funds.
No portion of the funds described in response to this Item 3 was from a
loan made in the ordinary course of business by a bank.
Item 4. Purpose of Transaction
Mr. Martin purchased all of the Shares that he owns for investment
purposes.
Depending upon his evaluation of the Company's business and prospects, and
upon future developments (including, but not limited to, performance of the
Company's securities in the market, availability of funds, alternative uses of
funds, Mr. Martin's tax or estate planning objectives and cash needs, stock
market and general economic conditions), Mr. Martin or other entities or persons
that may be deemed to be affiliated with him, may from time to time purchase
Company securities, and Mr. Martin, or other entities or persons that may be
deemed to be affiliated with him, may from time to time dispose of all or a
portion of the Company securities held by such entity or person, or cease buying
or selling Company securities. Any such additional purchases or sales of Company
securities may be in open market or privately negotiated transactions or
otherwise.
Mr. Martin understands that the Series A Preferred and Shares owned by the
limited liability company described in Item 5 and his family members that own
Shares are held for investment purposes.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Martin may be deemed to beneficially own 846,817 Shares,
(approximately 5.2% of the outstanding Shares, based on the 15,915,410 Shares
outstanding as of September 1, 2004 and the Shares obtainable upon conversion of
the Series A Preferred held by Mr. Martin and upon exercise of certain options
held by Mr. Martin). The Shares deemed to be beneficially owned by Mr. Martin
include 519,650 Shares directly held by Mr. Martin, 171,667 Shares obtainable
upon exercise of 103,000 shares of Series A Preferred directly held by Mr.
Martin, and 155,500 Shares obtainable within 60 days upon exercise of options
granted under the Company's 1996 Long Term Performance Incentive Plan.
Members of Mr. Martin's family are the direct holders of 14,700 Shares (or
approximately 0.9% of the outstanding Shares). Mr. Martin may be deemed to be
the beneficial owner of the 14,700 Shares directly held by members of his
family, but disclaims beneficial ownership of such Shares. Mr. Martin is one of
the members of a limited liability company (the "LLC") which is the direct
holder of 30,000 shares of Series A Preferred that are convertible into 50,000
Shares (or approximately 0.3% of the outstanding Shares assuming the full
conversion of only the Series A Preferred held by the LLC). Mr. Martin does not,
by virtue of being a member of the LLC or otherwise, control voting or
disposition of the Series A Preferred held by the LLC
and, as a result, Mr. Martin disclaims beneficial ownership of such Series A
Preferred. Mr. Martin also currently has vested options to acquire an additional
94,500 Shares; however, such options are not exercisable because they are
currently out-of-the-money.)
(b) Mr. Martin has the sole power to vote or to direct the vote and sole
power to dispose or to direct the disposition with respect to the Company
securities he beneficially owns. Mr. Martin understands that the LLC and his
family members that own Shares have the sole power to vote or to direct the vote
and sole power to dispose or to direct the disposition with respect to the
Company securities they own.
(c) During the past 60 days, Mr. Martin has effected the following
transactions in the Company's securities:
o On August 12, 2004, Mr. Martin gifted 2,270 Shares to a non-profit
organization;
o On August 12, 2004, Mr. Martin gifted 1,500 Shares to a non-profit
organization; and
o On September 1, 2004, Mr. Martin exchanged 103,000 BUCS for 103,000
shares of Series A Preferred pursuant to the Company's exchange offer.
In August 2004, the Company consummated a five-for-one stock split of the
Company's common stock. The record date for the stock split, which was effected
in the form of a dividend, was the close of business on August 19, 2004, and the
distribution date of the new shares effecting the stock split was August 26,
2004.
Mr. Martin understands that on September 1, 2004, the LLC exchanged 30,000
BUCS for 30,000 shares of Series A Preferred in the Company's exchange offer.
(d) Mr. Martin has the right to receive and the power to direct the receipt
of dividends from, and proceeds from the sale of, the Company securities he
beneficially owns. Mr. Martin understands that the LLC and his family members
that own Shares have the right to receive and the power to direct the receipt of
dividends from, and proceeds from the sale of, the Company securities they own.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
The information included in Items 3 and 4 of this Statement is incorporated
herein by reference.
Other than as set forth above, Mr. Martin does not have any contract,
arrangement, understanding or relationship (legal or otherwise) with any person
with respect to securities of the Company, including, but not limited to,
transfer or voting of any such securities, finder's fees, joint ventures, loans
or option arrangements, puts or calls, guarantees of profits, division of
profits or losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
None.
Signature
After reasonable 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.
Date: September 3, 2004
/s/ J. Landis Martin
------------------------
J. Landis Martin