FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TITANIUM METALS CORP [ TIE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/01/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, par value $0.01 per share | 6,309,250(1) | I | by Tremont(2) | |||||||
Common Stock, par value $0.01 per share | 176,000(1) | I | by Valhi(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
TIMET Capital Trust I Convertible Preferred Securities(4) | $0(5) | 09/01/2004 | J(6) | 14,700(6)(6) | (7) | 12/01/2026 | Common stock, $0.01 par value per share | 9,842 | (6) | 0 | I | by Valhi(3) | |||
6 3/4% Series A Convertible Preferred Stock | $0.00(8) | 09/01/2004 | J(6) | 14,700(6) | (7) | (9) | Common stock, $0.01 par value per share | 24,500 | (6) | 14,700 | I | by Valhi(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. On August 26, 2004, the issuer effected a 5-for-1 stock split of its common stock, par value $0.01 per share ("Common Stock"). |
2. Directly held by Tremont LLC. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the persons joining in this filing. |
3. Directly held by Valhi, Inc. ("Valhi"). See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the persons joining in this filing. |
4. 6 5/8% Convertible Preferred Securities, Beneficial Unsecured Convertible Securities, liquidation preference $50 per security, which represent undivided beneficial ownership interests in the assets of TIMET Capital Trust I, a Delaware statutory business trust ("BUCS"). |
5. The BUCs are convertible into Common Stock at a rate of one BUC for 0.6695 of a share of Common Stock. |
6. Valhi disposed of 14,700 BUCs in exchange for 14,700 shares of 6 3/4% Series A Convertible Preferred Stock, par value $0.01 per share, of the issuer (the "Series A Preferred Stock") in an issuer exchange offer (the "Exchange Offer"). |
7. Exercisable immediately. |
8. The Series A Preferred Stock is convertible into shares of Common Stock at a rate of one share of Series A Preferred Stock for one and two-thirds shares of Common Stock. |
9. Not applicable. |
Remarks: |
On September 1, 2004, Annette C. Simmons disposed of 1,600,000 BUCS (convertible into 1,071,200 shares of Common Stock) in exchange for 1,600,000 shares of Series A Preferred Stock (convertible into 2,666,666 shares of Common Stock) in the Exchange Offer. See the other footnotes in this statement for further details regarding the BUCS and the Series A Preferred Stock. Harold C. Simmons, a director and officer of the issuer, may be deemed to be the indirect beneficial owner of securities owned by his spouse, Annette C. Simmons, and, as a result of the relationships described in the Additional Information filed as Exhibit 99 to this statement, Valhi. The issuer's board of directors approved participation in the Exchange Offer by Mr. Simmons and other officers and directors of the issuer pursuant to the requirements of Rule 16b-3(d) and (e) promulgated under the Securities Exchange Act of 1934. This form is also filed on behalf of Dixie Holding Company, 5430 LBJ Freeway, Suite 1700, Dallas, TX 75240 By: /s/ A. Andrew R. Louis, Secretary (executed 09/03/04). EXHIBIT INDEX 99 Additional Information See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the persons joining in this filing. |
A. Andrew R. Louis, Secretary for Tremont LLC | 09/03/2004 | |
A. Andrew R. Louis, Secretary for Valhi, Inc. | 09/03/2004 | |
A. Andrew R. Louis, Secretary for Valhi Group, Inc. | 09/03/2004 | |
A. Andrew R. Louis, Secretary for National City Lines, Inc. | 09/03/2004 | |
A. Andrew R. Louis, Secretary for NOA, Inc. | 09/03/2004 | |
A. Andrew R. Louis, Attorney-in-Fact for Annette C. Simmons | 09/03/2004 | |
A. Andrew R. Louis, Secretary for Dixie Rice Agricultural Corporation, Inc. | 09/03/2004 | |
A. Andrew R. Louis, Secretary for Southwest Louisiana Land Company, Inc. | 09/03/2004 | |
A. Andrew R. Louis, Attorney-in-Fact for Harold C. Simmons | 09/03/2004 | |
A. Andrew R. Louis, Secretary for Contran Corporation | 09/03/2004 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |