SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
December 20, 2002
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(Date of Report, date of earliest event reported)
TITANIUM METALS CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 0-28538 13-5630895
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
1999 Broadway, Suite 4300, Denver, CO 80202
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(Address of principal executive offices) (Zip Code)
(303) 296-5600
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or address, if changed since last report)
Item 5: Other Events
On December 19, 2002 the Registrant issued the press release attached
hereto as Exhibit 99.1, which is incorporated herein by reference. The press
release relates to an announcement by Registrant of organizational changes as
part of its effort to lower its costs and bring them in line with reduced
business levels.
Item 7: Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Item No. Exhibit List
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99.1 Press Release dated December 19, 2002 issued by Registrant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TITANIUM METALS CORPORATION
(Registrant)
By: /s/ Joan H. Prusse
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Joan H. Prusse
Vice President, General Counsel
and Secretary
Date: December 20, 2002
EXHIBIT 99.1
PRESS RELEASE
FOR IMMEDIATE RELEASE Contact:
J. Landis Martin
Titanium Metals Corporation Chairman, President and
1999 Broadway, Suite 4300 Chief Executive Officer
Denver, Colorado 80202 (303) 296-5637
TIMET ANNOUNCES ORGANIZATIONAL CHANGES
DENVER, COLORADO . . . December 19, 2002 . . . Titanium Metals Corporation
("TIMET" or the "Company") (NYSE: TIE) announced organizational changes today as
part of its effort to lower its costs and bring them in line with reduced
business levels.
Under the new structure, J. Landis Martin will remain as Chairman,
President & CEO. Reporting to Mr. Martin will be Christian Leonhard who will
become Chief Operating Officer (Europe). In this capacity, Mr. Leonhard will
have operating responsibility for the Company's European production and sales
operations, including TIMET UK, Ltd., TIMET Savoie, S.A. (France), Loterios, SpA
(Italy), and TIMET Germany. Mr. Leonhard is presently Executive Vice President
in charge of TIMET's manufacturing operations worldwide and has been with TIMET
for 13 years. Mr. Leonhard will be returning to Europe from his assignment in
Denver.
Also reporting to Mr. Martin will be Robert E. Musgraves who will become
Chief Operating Officer (North America). Mr. Musgraves assumes responsibility
for TIMET's North American production and sales activities. Mr. Musgraves is
presently Executive Vice President & General Counsel of TIMET and has been with
TIMET for 12 years. Mr. Musgraves will continue to be headquartered in Denver.
JoAnne A. Nadalin, currently Vice President & Corporate Controller, will
assume the financial and accounting responsibilities previously performed by
Mark A. Wallace, who has served as TIMET's Executive Vice President and Chief
Financial Officer and is leaving TIMET at year end. Joan H. Prusse, currently
Vice President, Deputy General Counsel and Secretary of TIMET, will assume the
responsibilities previously held by Mr. Musgraves as General Counsel. Ms.
Nadalin and Ms. Prusse will also report to Mr. Martin.
Kurt Faller, President of TiMET Automotive, will continue in that role and
will report to Mr. Martin. In addition, Michael G. Metz, Vice President of
TIMET, will now report to Mr. Martin.
Dr. Charles H. Entrekin, Jr., Executive Vice President--Commercial, will
also be leaving TIMET at the end of the year. His current sales and marketing
responsibilities will be assumed by Mr. Leonhard and Mr. Musgraves as part of
their new operational roles.
Commenting on the reorganization, Mr. Martin stated, "TIMET, along with the
rest of the titanium industry, continues to suffer from the downturn in the
economy generally, and the commercial aerospace business specifically, following
the events of September 11, 2001. We do not expect to see any meaningful
near-term recovery in the level of our business. Consequently, we continue to
look at opportunities to reduce our costs during this difficult period."
"Mark Wallace has worked at TIMET for over 10 years. His responsibilities
have included key leadership roles in finance, accounting, information systems
and strategic change. Mark was critical to the success of a number of our
important corporate initiatives. The Company will miss Mark. We have benefited
greatly from his able leadership and appreciate his many valuable contributions
to TIMET."
"Chuck Entrekin has been with TIMET since 1996 and with a predecessor
company since 1983. Chuck has held a number of vital manufacturing and technical
positions during his period with TIMET, and has successfully led TIMET's
commercial efforts through a difficult period. Chuck has contributed
significantly to TIMET over a number of years. We will miss Chuck as a colleague
and wish him well in his future endeavors."
"The steps we have taken today are a continuation of our effort to
streamline our organization and further reduce our costs. In the next few months
we will make further changes to bring the size of the company more into line
with our expected levels of business for the foreseeable future. We will also
continue to implement other cost savings opportunities throughout the company.
While it is premature to put a firm number on potential savings at this
juncture, it is our goal to achieve a savings level by mid-2003 equal to an
annualized savings rate of at least $10 million."
The statements in this press release relating to matters that are not
historical facts are forward-looking statements that represent management's
beliefs and assumptions based on currently available information.
Forward-looking statements can be identified by the use of words such as
"believes," "intends," "may," "will," "looks," "should," "could," "anticipates,"
"expects" or comparable terminology or by discussions of strategies or trends.
Although the Company believes that the expectations reflected in such
forward-looking statements are reasonable, it cannot give any assurances that
these expectations will prove to be correct. Such statements by their nature
involve substantial risks and uncertainties that could significantly affect
expected results. Actual future results could differ materially from those
described in such forward-looking statements, and the Company disclaims any
intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise. Among the
factors that could cause actual results to differ materially are risks and
uncertainties including, but not limited to, the cyclicality of the commercial
aerospace industry, the performance of aerospace manufacturers and the Company
under their long-term agreements, the difficulty in forecasting demand for
titanium products, global economic and political conditions, global productive
capacity for titanium, changes in product pricing and costs, the impact of
long-term contracts with vendors on the ability of the Company to reduce or
increase supply or achieve lower costs, the possibility of labor disruptions,
fluctuations in currency exchange rates, control by certain stockholders and
possible conflicts of interest, uncertainties associated with new product
development, the supply of raw materials and services, changes in raw material
and other operating costs (including energy costs), possible disruption of
business or increases in the cost of doing business resulting from war or
terrorist activities and other risks and uncertainties. Should one or more of
these risks materialize (or the consequences of such a development worsen), or
should the underlying assumptions prove incorrect, actual results could differ
materially from those forecasted or expected. The Company assumes no duty to
update any forward-looking statements.
TIMET, headquartered in Denver, Colorado, is a leading worldwide producer
of titanium metal products. Information on TIMET is available on the internet at
www.timet.com.