As filed with the U.S. Securities and Exchange Commission on October 19, 2006
Registration No. 333-18829
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U.S. SECURITIES AND EXCHANGE
COMMISSION Washington, D.C.
20549
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Post-Effective Amendment No. 3 on Form S-3
to
Form S-1
REGISTRATION STATEMENT ON FORM S-3 UNDER THE SECURITIES ACT OF 1933
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Titanium Metals Corporation
(Exact name of registrant as specified in its charter)
TIMET Capital Trust I
(Exact name of registrant as specified in its charter)
DELAWARE 3339 13-5630895
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation or
organization)
THREE LINCOLN CENTRE
5430 LBJ FREEWAY, SUITE 1700
DALLAS, TEXAS 75240-2697
TELEPHONE: (972) 233-1700
(Address, including zip code, and telephone number,
including area code, of Registrant's principal offices)
A. ANDREW R. LOUIS, ESQ.
SECRETARY AND ASSOCIATE GENERAL COUNSEL
THREE LINCOLN CENTER
5430 LBJ FREEWAY, SUITE 1700
DALLAS, TEXAS 75240-2697
TELEPHONE: (972) 233-1700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: May 14, 1997.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration number of the earlier effective registration
statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [x]
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EXPLANATORY NOTE
Titanium Metals Corporation, a Delaware corporation ("TIMET"), filed a
Registration Statement on Form S-1 (Reg. No. 333-18829) with the U.S. Securities
and Exchange Commission on December 12, 1996, which Registration Statement was
amended by two pre-effective amendments, a post-effective amendment no. 1 and a
post effective amendment no. 2 on Form S-3 to the Registration Statement on Form
S-1 and three prospectus supplements filed under Rule 424(b)(3) promulgated
under the Securities Act of 1933, as amended (collectively, the "Registration
Statement"). The Registration Statement registered 4,025,000 6-5/8% Convertible
Preferred Securities, Beneficial Unsecured Convertible Securities (the "BUCS"),
liquidation preference $50 per BUCS, which represented undivided beneficial
ownership interests in the assets of TIMET Capital Trust I, a statutory business
trust formed under the laws of the state of Delaware, and the shares of the
common stock, par value $0.01 per share (the "Common Stock"), of TIMET issuable
upon conversion of the BUCS.
On July 30, 2004, TIMET commenced an exchange offer pursuant to a
Registration Statement on Form S-4 (Reg. No. 333-114218) to exchange 4,024,820
shares of its 6-3/4% Series A Convertible Preferred Stock, par value $0.01 per
share, for all of the then outstanding 4,024,820 BUCS. At the close of the
exchange offer on August 31, 2004, approximately 3,909,103 BUCS (approximately
97.1% of the issued and outstanding BUCS) had been tendered for exchange. At
that time, approximately 115,717 BUCS not tendered for exchange remained
outstanding.
On March 3, 2006, TIMET called all of the outstanding BUCS for redemption.
Subsequent to March 3, 2006 and through March 20, 2006, 113,400 of the then
outstanding 113,467 BUCS were converted into shares of Common Stock. On March
24, 2006, TIMET redeemed the remaining 67 BUCS for cash.
On March 27, 2006, the TIMET Capital Trust I, the issuer of the BUCS, filed
a certificate of cancellation of statutory trust with the Secretary of State of
the state of StateplaceDelaware that cancelled the trust. As of July 20, 2006,
TIMET and JPMorgan Chase Bank, National Association, as successor trustee under
the TIMET Capital Trust I, entered into a satisfaction and discharge of the
Indenture dated as of November 20, 1996 pursuant to which the trust had issued
the BUCS.
As a result of the foregoing:
o there are no BUCS outstanding
o there are no shares of Common Stock issuable upon conversion of the
BUCS
o there are no BUCS or shares of Common Stock to deregister under the
Registration Statement
o the TIMET Capital Trust I has been cancelled; and
o the offering evidenced by the Registration Statement has terminated.
The filing of this Post-Effective Amendment No. 3 on Form S-3 to Form S-1 --
Registration Statement on Form S-3 is to evidence the termination of the
registration of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Titanium Metals Corporation certifies that it has reasonable grounds to believe
that it meets all the requirements for filing this Post-Effective Amendment No.
3 on Form S-3 to Form S-1 -- Registration Statement on Form S-3 and has duly
caused this post effective amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in Dallas, Texas on October 19, 2006.
TITANIUM METALS CORPORATION
By: /s/ Scott E. Sullivan
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Scott E. Sullivan
Vice President and Controller
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 3 on Form S-3 to Form S-1 -- Registration Statement on Form S-3
has been signed by the following persons in the capacities and on the dates
indicated:
Signature Title Date
--------------------------------- --------------------- -------------------
/s/ Harold C. Simmons Chairman of the Board October 19, 2006
----------------------------
Harold C. Simmons
/s/ Steven L. Watson President and Chief Executive October 19, 2006
---------------------------- Officer and Director (Principal
Steven L. Watson Executive Officer)
/s/ Bobby D. O'Brien Executive Vice President October 19, 2006
---------------------------- Finance and Chief Financial
Bobby D. O'Brien Officer (Principal Financial
Officer)
/s/ Scott E. Sullivan Vice President and Controller October 19, 2006
---------------------------- (Principal Accounting Officer)
Scott E. Sullivan
/s/ Keith R. Coogan Director October 19, 2006
----------------------------
Keith R. Coogan
/s/ Norman N. Green Director October 10, 2006
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Norman N. Green
/s/ Glenn R. Simmons Director October 19, 2006
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Glenn R. Simmons
/s/ Thomas P. Stafford Director October 19, 2006
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Thomas P. Stafford
/s/ Paul J. Zucconi Director October 19, 2006
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Paul J. Zucconi