SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
___ ACT OF 1934
For the fiscal year ended December 31, 2002
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
___ EXCHANGE ACT OF 1934
Commission file number 0-28538
Titanium Metals Corporation
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(Exact name of registrant as specified in its charter)
Delaware 13-5630895
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1999 Broadway, Suite 4300, Denver, Colorado 80202
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (303) 296-5600
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of Each Exchange on Which Registered
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Common Stock New York Stock Exchange
($.01 par value per share)
Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. Yes X No __
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K __
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes __ No X
As of June 30, 2002, 3,186,634 shares of common stock were outstanding (adjusted
for a one-for-ten reverse stock split which became effective after the close of
trading on February 14, 2003). The aggregate market value of the 1,728,728
shares of voting stock held by nonaffiliates of Titanium Metals Corporation as
of such date approximated $60.5 million. No shares of non-voting stock were held
by nonaffiliates. As of February 26, 2003, 3,180,194 shares of common stock were
outstanding.
Documents incorporated by reference:
Certain of the information required by Part III is incorporated by reference
from the Registrant's definitive proxy statement to be filed with the Commission
pursuant to Regulation 14A not later than 120 days after the end of the fiscal
year covered by this report.
Explanatory Note
This Annual Report on Form 10-K/A ("Amended Annual Report") is an amendment
to the Titanium Metals Corporation (the "Company") Annual Report on Form 10-K
("Annual Report") for the year ended December 31, 2002. The sole purpose of the
Amended Annual Report is to file a corrected version of Exhibit 3.1, due to the
inadvertent omission of a portion of this exhibit. Except for this revision, no
other changes have been made to the Company's Annual Report for the year ended
December 31, 2002 filed with the Securities and Exchange Commission on February
28, 2003. This Amended Annual Report does not update any other disclosures to
reflect developments since the original filing date.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
TITANIUM METALS CORPORATION
(Registrant)
By: /s/ J. Landis Martin
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J. Landis Martin, March 17, 2003
Chairman of the Board, President
and Chief Executive Officer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, J. Landis Martin, Chairman of the Board, President and Chief Executive
Officer of Titanium Metals Corporation, certify that:
1. I have reviewed this annual report on Form 10-K/A of Titanium Metals
Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report.
Date: March 17, 2003
/s/ J. Landis Martin
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J. Landis Martin
Chairman of the Board, President
and Chief Executive Officer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ivan J. Muzljakovich, Vice President and Controller, North America
Operations, Acting Corporate Controller and Acting Principal Financial Officer
of Titanium Metals Corporation, certify that:
1. I have reviewed this annual report on Form 10-K/A of Titanium Metals
Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report.
Date: March 17, 2003
/s/ Ivan J. Muzljakovich
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Ivan J. Muzljakovich
Vice President and Controller, North America Operations
Acting Corporate Controller
Acting Principal Financial Officer