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
(Amendment No. 1)
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
------------------------------- ------------------------------------------------
Transaction Value* Amount of Filing Fee**
------------------------------ -------------------------------------------------
------------------------------ -------------------------------------------------
$173,067,260 $21,928
----------------------------- --------------------------------------------------
* Estimated for purposes of calculating the amount of the filing fee only.
This calculation assumes the exchange of all 4,024,820 outstanding 6 5/8%
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 Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO (this "Schedule TO") filed by Titanium Metals Corporation, a
Delaware corporation ("TIMET"), on July 30, 2004 (as amended, the "Schedule
TO"). 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. Capitalized terms used and
otherwise defined herein shall have the meanings assigned to them in the
Prospectus or the Schedule TO.
Item 4 of the Schedule TO is hereby amended and supplemented as follows:
The expiration of the exchange offer has been extended until 12:00
midnight, New York City time, on August 31, 2004. TIMET has issued a press
release, a copy of which is attached hereto as Exhibit (a)(5)(C) and is
incorporated herein by reference, announcing such extension.
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, incorporated by
reference to the filing made by TIMET pursuant to Rule 425 on April 5,
2004.
(a)(5)(B) Press Release issued by TIMET on July 30, 2004, incorporated by
reference to the Schedule TO.
(a)(5)(C) Press Release issued by TIMET on August 27, 2004.
(b) None.
(c) None.
(d) None.
(g) None.
(h) None.
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: August 27, 2004 TITANIUM METALS CORPORATION
By: /s/ Joan H. Prusse
Joan H. Prusse
Vice President, General Counsel and Secretary
EXHIBIT(a)(5)(C)
PRESS RELEASE
FOR IMMEDIATE RELEASE: CONTACT:
Titanium Metals Corporation Bruce P. Inglis
1999 Broadway, Suite 4300 Vice President - Finance
Denver, Colorado 80202 and Corporate Controller
(303) 296-5600
TIMET ANNOUNCES EXTENSION OF ITS OFFER TO EXCHANGE
6 5/8% CONVERTIBLE PREFERRED SECURITIES,
BENEFICIAL UNSECURED CONVERTIBLE SECURITIES
DENVER, COLORADO . . . August 27, 2004 . . . Titanium Metals Corporation
("TIMET" or the "Company") (NYSE: TIE) today announced the extension of its
offer to exchange 4,024,820 shares of its 6 3/4% Series A Convertible Preferred
Stock for all of the outstanding 4,024,820 6 5/8% Convertible Preferred
Securities, Beneficial Unsecured Convertible Securities ("BUCS"), of TIMET
Capital Trust I, including the associated guarantee of the Company, until 12:00
midnight, New York City time, on August 31, 2004. As a consequence of the
extension, holders of BUCS may tender or withdraw BUCS until 12:00 midnight, New
York City time, on August 31, 2004, unless the offer is further extended. The
exchange offer was previously scheduled to expire on August 26, 2004.
Based on information provided by American Stock Transfer and Trust Company, the
exchange agent for the offer, as of 5:00 p.m., New York City time, on August 26,
2004, approximately 3,904,703 BUCS (97 % of the issued and outstanding BUCS) had
been tendered for exchange.
Except for the extension of the exchange offer reflected herein, all other terms
and conditions of the exchange offer remain as previously announced.
Innisfree M&A Incorporated is the information agent for the exchange offer.
Additional information may be obtained by contacting the information agent at
(888) 750-5834.
This news release is not an offer to purchase, nor a solicitation of an offer to
sell, any securities. The exchange offer may only be made pursuant to the
Prospectus and the accompanying Letter of Transmittal. TIMET has filed with the
SEC a Registration Statement on Form S-4 (including an offer to purchase, letter
of transmittal and related exchange offer documents). These documents contain
important information and security holders are advised to carefully read these
documents before making any decision with respect to the exchange offer. These
documents may be obtained at no charge from the information agent or at the
website of the Securities and Exchange Commission at www.sec.gov.
TIMET, headquartered in Denver, Colorado, is a leading worldwide producer of
titanium metal products. Information on TIMET is available on the Company's
website at www.timet.com.
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