UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
[ ] Check this box if no longer subject to Section 16.
Form 4 or Form 5 obligations may continue.
1. Name and Address of Reporting Person(s)
Contran Corporation
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, TX 75240
2. Issuer Name and Ticker or Trading Symbol
Titanium Metals Corporation (TIE)
3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
4. Statement for Month/Day/Year
03/07/2003
5. If Amendment, Date of Original (Month/Day/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
[ ] Director [X] 10% Owner
[ ] Officer (give title below) [ ] Other (specify below)
7. Individual or Joint/Group Filing (Check Applicable Line)
[ ] Form filed by One Reporting Person
[X] Form filed by More than One Reporting Person
Table I Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1)Title of Security 2)Trans- 3.Trans- 4.Securities Acquired(A) 5)Amount of 6) 7)Nature of
action action or Disposed of (D) Securities Indirect
Date Code A Beneficially D Beneficial
(Month/ or Owned at or Ownership
Day/Year) Code V Amount D Price End of Month I
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Common Stock $.01 par value 1,261,850 I by Tremont LLC(1)
Common Stock $.01 par value 03/07/03 J (2) 500 A $19.7500
Common Stock $.01 par value 03/07/03 J (2) 1,300 A $19.9000 1,800 I by Valhi (3)
Table II (PART 1) Derivative Securities Acquired, Disposed of, or Beneficially Owned (Columns 1 through 6)
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1)Title of Derivative 2)Conversion 3)Trans- 4)Trans- 5)Number of Derivative 6)Date Exercisable and
Security or Exercise action action Securities Acquired (A) Expiration Date
Price of Date Code or Disposed of (D)
Derivative
Security Code V A D Exercisable Expiration
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Table II (PART 2) Derivative Securities Acquired, Disposed of, or Beneficially Owned (Columns 1,3 and 7 through 11)
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1)Title of Derivative 3)Trans- 7)Title and Amount 8)Price 9)Number of 10) 11)Nature of
Security action of Underlying of Deri- Derivative Indirect
Date Securities vative Securities D Beneficial
Amount or Security Beneficially or Ownership
Number of Owned at I
Title Shares End of Month
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Explanation of Responses:
(1) Directly held by Tremont LLC. See Additional Information below for a
description of the relationship.
(2) Open Market purchase by Valhi, Inc. See Additional Information below for a
description of the relationship.
(3) Directly held by Valhi, Inc. See Additional Information below for a
description of the relationship.
Additional Reporting Persons joining in this filing with Contran Corporation as
the designated filer (collectively, the "Additional Reporting Persons"):
Valhi Group, Inc.
National City Lines, Inc.
NOA, Inc.
Dixie Holding Company
Southwest Louisiana Land Company, Inc.
Dixie Rice Agricultural Corporation, Inc.
/S/ Andrew Louis
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Andrew Louis, as Secretary of each of the
Additional Reporting Persons
DATE 03/11/03
Additional Information
Tremont LLC ("Tremont"), The Combined Master Retirement Trust (the "CMRT"),
Harold C. Simmons' spouse, Contran Corporation ("Contran") and Valhi, Inc.
("Valhi") are the holders of approximately 39.7%, 9.0%, 4.0%, 2.9% and 0.1% of
the outstanding common stock of the issuer. The ownership of Mr. Simmons' spouse
is based on the 1,000,000 6 5/8% Convertible Preferred Securities, Beneficial
Unsecured Convertible Securities of TIMET Capital Trust 1 (the "BUCS") that she
directly owns, which are convertible into 133,900 shares of the issuer's common
stock. The ownership of Contran is based on the 700,000 BUCS that Contran
directly owns, which are convertible into 93,730 shares of the issuer's common
stock. The percentage ownership of the issuer's common stock held by Mr.
Simmons' spouse and Contran assumes the full conversion of only the BUCS owned
by Mr. Simmons' spouse and Contran, respectively.
Valhi is the direct holder of 100% of the outstanding membership interests
of Tremont. Valhi Group, Inc. ("VGI"), National City Lines, Inc. ("National"),
Contran Corporation ("Contran"), the Harold Simmons Foundation, Inc. (the
"Foundation"), the Contran Deferred Compensation Trust No. 2 (the "CDCT No. 2")
and the CMRT are the direct holders of 77.6%, 9.1%, 2.6%, 1.3%, 0.4% and 0.1%,
respectively, of the common stock of Valhi. National, NOA, Inc. ("NOA") and
Dixie Holding Company ("Dixie Holding") are the direct holders of approximately
73.3%, 11.4% and 15.3%, respectively, of the outstanding common stock of VGI.
Contran and NOA are the direct holders of approximately 85.7% and 14.3%,
respectively, of the outstanding common stock of National. Contran and Southwest
Louisiana Land Company, Inc. ("Southwest") are the direct holders of
approximately 49.9% and 50.1%, respectively, of the outstanding common stock of
NOA. Dixie Rice Agricultural Corporation, Inc. ("Dixie Rice") is the direct
holder of 100% of the outstanding common stock of Dixie Holding. Contran is the
holder of 100% of the outstanding common stock of Dixie Rice and approximately
88.9% of the outstanding common stock of Southwest.
Substantially all of Contran's outstanding voting stock is held by trusts
established for the benefit of certain children and grandchildren of Harold C.
Simmons (the "Trusts"), of which Mr. Simmons is the sole trustee. As sole
trustee of each of the Trusts, Mr. Simmons has the power to vote and direct the
disposition of the shares of Contran stock held by each of the Trusts. Mr.
Simmons, however, disclaims beneficial ownership of any shares of Contran stock
that the Trusts hold.
The CMRT directly holds approximately 9.0% of the outstanding shares of the
issuer's common stock and 0.1% of the outstanding shares of Valhi common stock.
Valhi established the CMRT as a trust to permit the collective investment by
master trusts that maintain the assets of certain employee benefit plans Valhi
and related companies adopt. Mr. Simmons is the sole trustee of the CMRT and a
member of the trust investment committee for the CMRT. Mr. Simmons is a
participant in one or more of the employee benefit plans that invest through the
CMRT.
The Foundation directly holds approximately 1.3% of the outstanding Valhi
common stock. The Foundation is a tax-exempt foundation organized for charitable
purposes. Harold C. Simmons is the chairman of the board of the Foundation.
The CDCT No. 2 directly holds approximately 0.4% of the outstanding Valhi
common stock. U.S. Bank National Association serves as the trustee of the CDCT
No. 2. Contran established the CDCT No. 2 as an irrevocable "rabbi trust" to
assist Contran in meeting certain deferred compensation obligations that it owes
to Harold C. Simmons. If the CDCT No. 2 assets are insufficient to satisfy such
obligations, Contran is obligated to satisfy the balance of such obligations as
they come due. Pursuant to the terms of the CDCT No. 2, Contran (i) retains the
power to vote the shares of Valhi common stock held directly by the CDCT No. 2,
(ii) retains dispositive power over such shares and (iii) may be deemed the
indirect beneficial owner of such shares.
Valhi and Tremont are the direct holders of 63.2% and 21.4% of the
outstanding common stock of NL Industries, Inc. ("NL"). Valmont Insurance
Company ("Valmont"), NL and a subsidiary of NL directly own 1,000,000 shares,
3,522,967 shares and 1,186,200 shares, respectively, of Valhi common stock.
Valhi is the direct holder of 100% of the outstanding common stock of Valmont.
Pursuant to Delaware law, Valhi treats the shares of Valhi common stock that
Valmont, NL and the subsidiary of NL own as treasury stock for voting purposes
and for the purposes of this report such shares are not deemed outstanding.
Mr. Harold C. Simmons is chairman of the board of Tremont, Valhi, VGI,
National, NOA, Dixie Holding, Dixie Rice, Southwest and Contran.
By virtue of the holding of the offices, the stock ownership and his
services as trustee, all as described above, (a) Mr. Simmons may be deemed to
control the entities described above and (b) Mr. Simmons and certain of such
entities may be deemed to possess indirect beneficial ownership of shares of the
issuer's equity securities directly held by certain of such other entities.
However, Mr. Simmons disclaims beneficial ownership of the shares of the
issuer's equity securities beneficially owned, directly or indirectly, by any of
such entities.
Harold C. Simmons' spouse is the direct owner of 1,000,000 shares of the
BUCS (which are convertible in the aggregate into 133,900 shares of the issuer's
common stock) and 69,475 shares of NL common stock. Mr. Simmons may be deemed to
share indirect beneficial ownership of such shares. Mr. Simmons disclaims all
such beneficial ownership.
The Annette Simmons Grandchildren's Trust (the "AS Grandchildren's Trust")
is the direct holder of 1,560 shares of the issuer's common stock. Harold C.
Simmons and his spouse are co-trustees of the AS Grandchildren's Trust. The AS
Grandchildren's Trust benefits the grandchildren of Mr. Simmons' spouse. Mr.
Simmons, as co-trustee of the Trust, has the power to vote and direct the
disposition of the shares of the issuer's common stock the AS Grandchildren's
Trust holds. Mr. Simmons disclaims beneficial ownership of any shares of the
issuer's common stock that the AS Grandchildren's Trust holds.
SIGNATURE OF REPORTING PERSON
/S/ Andrew Louis
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Andrew Louis, Secretary
For: Contran Corporation
DATE 03/11/03