UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of the earliest event reported)
November 17, 2006
Titanium Metals Corporation
(Exact name of Registrant as specified in its charter)
Delaware 1-14368 13-5630895
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(972) 233-1700
(Former name or former address, if changed since last
report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry into Material Definitive Agreement
On November 17, 2006, Titanium Metals Corporation ("TIMET") entered into a
Conversion Services Agreement (the "Conversion Agreement") with Haynes
International, Inc. ("Haynes"). Under the Conversion Agreement, Haynes will
process titanium metal for TIMET into a variety of flat products, including
plate and sheet (the "Titanium Conversion Services"), on Haynes' 4-High Steckel
Rolling mill located at Haynes' facilities in Kokomo, Indiana. Pursuant to the
agreement (and the related Access and Security Agreement discussed below), TIMET
paid $50 million to Haynes in exchange for Haynes' commitment to provide
capacity to TIMET to process up to 10 million pounds of titanium per year for
the twenty-year term of the agreement. The fee is earned by Haynes during the
term of the Conversion Agreement in equal annual installments on the first 20
anniversaries of the date thereof. The earned portion of the fee is
nonrefundable to TIMET. The Conversion Agreement also provides TIMET an option
to increase the annual volume to 20 million pounds per year, subject to TIMET's
providing Haynes with certain financing to fund capital expenditures required to
achieve the increased volumes. In addition to the up-front fee, TIMET will pay
Haynes for its processing services during the term of the agreement and will
sell certain quantities of titanium metal to Haynes.
On November 17, 2006, TIMET also entered into an Access and Security
Agreement (the "Access Agreement") with Haynes. Pursuant to the Access
Agreement, as security for the $50 million fee paid by TIMET to Haynes and other
obligations of Haynes under the Conversion Agreement and the Access Agreement,
Haynes granted to TIMET a first priority security interest in certain assets of
Haynes used to provide the Titanium Conversion Services (the "Operating
Assets"). The Access Agreement also provides that upon the occurrence of
specified events relating to a bankruptcy of or default under debt obligations
by Haynes, TIMET has the right to use and occupy the Operating Assets to perform
the Titanium Conversion Services.
The Conversion Agreement and the Access Agreement will each be filed as an
exhibit to TIMET's Annual Report on Form 10-K for the year ending December 31,
2006, and portions of each of the Conversion Agreement and the Access Agreement
will be omitted pursuant to a request for confidential treatment. The foregoing
summary of the Conversion Agreement and the Access Agreement is qualified in its
entirety by reference to all of the terms of the Conversion Agreement and the
Access Agreement.
Item 7.01 Regulation FD Disclosure.
TIMET hereby furnishes the information set forth in its press release
issued on November 20, 2006, a copy of which is attached hereto as Exhibit 99.1
and incorporated herein by reference.
The information, including the exhibit, TIMET furnishes under this item is
not deemed "filed" for purposes of section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that section.
Registration statements or other documents filed with the U.S. Securities and
Exchange Commission shall not incorporate the information under this information
by reference, except as otherwise expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Item No. Exhibit Index
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99.1 Press Release dated November 20, 2006 issued by TIMET.
SIGNATURE
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/ Bobby D. O'Brien
-------------------------
Bobby D. O'Brien
Executive Vice President
and Chief Financial
Officer
Date: November 21, 2006
INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Press Release dated November 20, 2006 issued by the registrant.