0001193125-13-004522.txt : 20130107 0001193125-13-004522.hdr.sgml : 20130107 20130107082834 ACCESSION NUMBER: 0001193125-13-004522 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130107 DATE AS OF CHANGE: 20130107 GROUP MEMBERS: ELIT ACQUISITION SUB. CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TITANIUM METALS CORP CENTRAL INDEX KEY: 0001011657 STANDARD INDUSTRIAL CLASSIFICATION: SECONDARY SMELTING & REFINING OF NONFERROUS METALS [3341] IRS NUMBER: 135630895 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48217 FILM NUMBER: 13513806 BUSINESS ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9722331700 MAIL ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TITANIUM METALS CORP CENTRAL INDEX KEY: 0001011657 STANDARD INDUSTRIAL CLASSIFICATION: SECONDARY SMELTING & REFINING OF NONFERROUS METALS [3341] IRS NUMBER: 135630895 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48217 FILM NUMBER: 13513807 BUSINESS ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9722331700 MAIL ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PRECISION CASTPARTS CORP CENTRAL INDEX KEY: 0000079958 STANDARD INDUSTRIAL CLASSIFICATION: IRON & STEEL FOUNDRIES [3320] IRS NUMBER: 930460598 STATE OF INCORPORATION: OR FISCAL YEAR END: 0403 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 4650 SW MACADAM AVE STREET 2: STE 440 CITY: PORTLAND STATE: OR ZIP: 97239 BUSINESS PHONE: 503.417.4800 MAIL ADDRESS: STREET 1: 4650 SW MACADAM AVE STREET 2: STE 440 CITY: PORTLAND STATE: OR ZIP: 97239 SC TO-T/A 1 d456782dsctota.htm SCHEDULE TO-T AMENDMENT NO. 8 Schedule TO-T Amendment No. 8

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 8)

 

 

Titanium Metals Corporation

(Name of Subject Company (Issuer))

 

 

ELIT Acquisition Sub Corp.

(Offeror)

A Wholly Owned Subsidiary of

Precision Castparts Corp.

(Offeror)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

 

 

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

888339 10 8

(CUSIP Number of Class of Securities)

Roger A. Cooke

Senior Vice President, General Counsel and Secretary

PRECISION CASTPARTS CORP.

4650 S.W. Macadam Ave., Suite 400

Portland, OR 97239-4262

(503) 946-4800

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

 

 

Copies to:

 

Ruth Beyer, Esq.

Jason Brauser, Esq.

Stoel Rives LLP

900 SW Fifth Ave, Suite 2600

Portland, OR 97204-1268

(503) 224-3380

  

Doron Lipshitz, Esq.

David Schultz, Esq.

O’Melveny & Myers LLP

7 Times Square

New York, New York 10036

(212) 326-2000

CALCULATION OF FILING FEE

 

 

Transaction Valuation(1)   Amount Of Filing Fee(2)

$2,888,519,271

   $393,994.03

 

 

 

(1) Estimated for purposes of calculating the amount of the filing fee only. This calculation assumes the purchase of 175,061,774 shares of common stock, $0.01 par value per share (the “Shares”), of Titanium Metals Corporation (the “Company”) at a purchase price of $16.50 per Share, net to the seller in cash, without interest and subject to any required withholding of taxes. As of November 12, 2012, 175,061,774 Shares were issued and outstanding.
(2) The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2013, issued August 31, 2012, by multiplying the transaction value by 0.0001364.

 

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

 

Amount Previously Paid:   $393,994.03

    Filing Party:   Precision Castparts Corp. and ELIT Acquisition Sub Corp.

Form or Registration No.:   Schedule TO

    Date Filed:     November 20, 2012

 

¨  

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

  x Third-party tender offer subject to Rule 14d-1.

 

  ¨ Issuer tender offer subject to Rule 13e-4.

 

  ¨ Going-private transaction subject to Rule 13e-3.

 

  x Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.  ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

  ¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

 

  ¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

 

CUSIP No. 888339 10 8  

 

  1.  

NAME OF REPORTING PERSONS

 

Precision Castparts Corp.

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS (See Instructions)

 

OO

  5.  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Oregon

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7.    

SOLE VOTING POWER

 

0

     8.    

SHARED VOTING POWER

 

158,231,903

     9.    

SOLE DISPOSITIVE POWER

 

0

   10.    

SHARED DISPOSITIVE POWER

 

158,231,903

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

158,231,903

12.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

90.4%

14.  

TYPE OF REPORTING PERSON

 

CO

 

CUSIP No. 888339 10 8  

 

  1.  

NAME OF REPORTING PERSON

 

ELIT Acquisition Sub Corp.

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS (See Instructions)

 

OO

  5.  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7.    

SOLE VOTING POWER

 

0

     8.    

SHARED VOTING POWER

 

158,231,903

     9.    

SOLE DISPOSITIVE POWER

 

0

   10.    

SHARED DISPOSITIVE POWER

 

158,231,903

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

158,231,903

12.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

90.4%

14.  

TYPE OF REPORTING PERSON

 

CO

 

This Amendment No. 8 (“Amendment No. 8”) further amends and supplements the Tender Offer Statement on Schedule TO originally filed on November 20, 2012 by (a) ELIT Acquisition Sub Corp., a Delaware corporation (the “Purchaser”) and a wholly owned subsidiary of Precision Castparts Corp., an Oregon corporation (“Parent”), and (b) Parent, as amended and supplemented by Amendment No. 1 filed on November 23, 2012, Amendment No. 2 filed on November 28, 2012, Amendment No. 3 filed on December 5, 2012, Amendment No. 4 filed on December 11, 2012, Amendment No. 5 filed on December 17, 2012, Amendment No. 6 filed on December 20, 2012 and Amendment No. 7 filed on December 21, 2012 (together with any other amendments and supplements thereto, the “Schedule TO”). This Schedule TO relates to the offer (the “Offer”) by the Purchaser to purchase all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Titanium Metals Corporation, a Delaware corporation (the “Company”), at a purchase price of $16.50 per Share, net to the seller in cash, without interest thereon, less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 20, 2012 (together with any amendments and supplements thereto, the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Capitalized terms used in this Amendment No. 8 but not defined herein shall have the respective meaning given to such terms in the Schedule TO.

The items of the Schedule TO set forth below are hereby amended and supplemented as follows:

Items 1 through 9 and Item 11.

Items 1 through 9 and Item 11 of the Schedule TO are hereby amended and supplemented by adding the following text thereto:

“On January 7, 2013, Parent announced the completion of the subsequent offering period of the Offer. The Depositary for the Offer has informed Parent that, as of 5:00 p.m., New York City time, on January 4, 2013, 7,711,288 additional Shares (representing approximately 4.4% of the outstanding Shares) have been validly tendered in the subsequent offering period. In accordance with the terms of the Offer, Purchaser has accepted for payment all such Shares validly tendered. Together with the Shares purchased in the initial offering period, Purchaser owned 158,231,903 Shares (representing approximately 90.4% of the outstanding Shares) as of 5:00 p.m., New York City time, on January 4, 2013.

The press release announcing the completion of the subsequent offering period of the Offer is attached hereto as Exhibit (a)(5)(S) and is incorporated herein by reference.”

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

 

Exhibit
Number

   

Description of Exhibit

(a)(5)(S)    Press Release issued by Precision Castparts Corp. on January 7, 2013.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

ELIT ACQUISITION SUB CORP.
 

By:

  

/s/    SHAWN R. HAGEL

 

Name:

   Shawn R. Hagel
 

Title:

   Executive Vice President and Chief Financial Officer
  Date: January 7, 2013
PRECISION CASTPARTS CORP.
 

By:

  

/s/    SHAWN R. HAGEL

 

Name:

   Shawn R. Hagel
 

Title:

   Executive Vice President, Chief Financial Officer and Assistant Secretary
  Date: January 7, 2013

EXHIBIT INDEX

 

Exhibit
Number

   

Description

(a)(1)(A)    Offer to Purchase dated November 20, 2012.*
(a)(1)(B)    Letter of Transmittal.*
(a)(1)(C)    Notice of Guaranteed Delivery.*
(a)(1)(D)    Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(E)    Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(F)    Summary Newspaper Advertisement as published in The New York Times on November 20, 2012.*
(a)(5)(A)    Press Release issued by Precision Castparts Corp. on November 9, 2012 (incorporated herein by reference to Exhibit 99.1 to Precision Castparts Corp.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 9, 2012).
(a)(5)(B)    Press Release issued by Precision Castparts Corp. on November 20, 2012.*
(a)(5)(C)    Complaint filed by Ira J. Gaines and Sunshine Wire and Cable Defined Pension Benefit Plan Dates 1/1/92, on behalf of themselves and all others similarly situated, on November 14, 2012, in the Court of Chancery of the State of Delaware.*
(a)(5)(D)    Petition filed by Kenneth Blew on November 16, 2012, in the County Court of Dallas County, Texas.*
(a)(5)(E)    Petition filed by Kristy Jane Flynn on November 14, 2012, in the County Court of Dallas County, Texas.*
(a)(5)(F)    Complaint filed by Edith Strom, on behalf of herself and all others similarly situated, on November 19, 2012, in the Court of Chancery of the State of Delaware.*
(a)(5)(G)    Petition filed by Doug Gardner, on behalf of himself and all others similarly situated, on November 16, 2012, in the County Court of Dallas County, Texas.*
(a)(5)(H)    Complaint filed by William Rackliffe, on behalf of himself and all others similarly situated, on November 19, 2012, in the Court of Chancery of the State of Delaware.*
(a)(5)(I)    Petition filed by Sergio Grobler on behalf of himself and all others similarly situated, on November 19, 2012, in the County Court of Dallas County, Texas.*
(a)(5)(J)    Complaint filed by John Mahlke and Robert Wiggins, on behalf of themselves and all others similarly situated, on November 20, 2012, in the Court of Chancery of the State of Delaware.*
(a)(5)(K)    Amended complaint filed by Alan Kahn, on behalf of himself and all others similarly situated, on November 21, 2012, in the Court of Chancery of the State of Delaware.*
(a)(5)(L)    Amended complaint filed by Ira J. Gaines and Sunshine Wire and Cable Defined Pension Benefit Plan Dates 1/1/92, on behalf of themselves and all others similarly situated, on November 21, 2012, in the Court of Chancery of the State of Delaware.*
(a)(5)(M)    Complaint filed by John Wolfner, on behalf of himself and all others similarly situated, on November 26, 2012, in the Court of Chancery of the State of Delaware.*
(a)(5)(N)    Complaint filed by Empire State Supply Retirement Plan, on behalf of itself and all others similarly situated, on November 27, 2012, in the United States District Court for the District of Delaware.*
(a)(5)(O)    Complaint filed by Michael Eakle, on behalf of himself and all others similarly situated, on November 27, 2012, in the Court of Chancery of the State of Delaware.*

Exhibit
Number

  

Description

(a)(5)(P)   Memorandum of Understanding, dated as of December 11, 2012, by and among Ira J. Gaines, Sunshine Wire and Cable Defined Pension Benefit Plan dated 1/1/92, Edith Strom, William Rackliffe, Alan Kahn, John Mahlke, Robert Wiggins, John Wolfner, Michael Eakle, Titanium Metals Corporation, Keith R. Coogan, Glenn R. Simmons, Harold C. Simmons, Thomas P. Stafford, Steven L. Watson, Terry N. Worrell, Paul J. Zucconi, Bobby D. O’Brien, Precision Castparts Corp. and ELIT Acquisition Sub Corp. (incorporated herein by reference to Exhibit (e)(8) to Titanium Metals Corporation’s Amendment No. 4 to the Schedule 14D-9 filed with the Securities and Exchange Commission on December 11, 2012).
(a)(5)(Q)   Press Release issued by Precision Castparts Corp. on December 20, 2012.*
(a)(5)(R)   Press Release issued by Precision Castparts Corp. on December 21, 2012.*
(a)(5)(S)   Press Release issued by Precision Castparts Corp. on January 7, 2013.
(b)   Commitment Letter dated November 9, 2012, by and among, among others, Precision Castparts Corp., Bank of America, N.A., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (incorporated herein by reference to Exhibit 10.2 to Precision Castparts Corp.’s Current Report on Form 8-K with the Securities and Exchange Commission on November 15, 2012).
(d)(A)   Agreement and Plan of Merger dated November 9, 2012, by and among Precision Castparts Corp., ELIT Acquisition Sub Corp. and Titanium Metals Corporation (incorporated herein by reference to Exhibit 2.1 to Precision Castparts Corp.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 15, 2012).
(d)(B)   Support Agreement dated November 9, 2012, by and among Precision Castparts Corp., ELIT Acquisition Sub Corp. and certain stockholders of Titanium Metals Corporation (incorporated herein by reference to Exhibit 10.1 to Precision Castparts Corp.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 15, 2012).
(d)(C)   401(k) Support Agreement dated November 9, 2012, by and among Precision Castparts Corp., ELIT Acquisition Sub Corp. and Contran Corporation.*
(d)(D)   The Combined Master Retirement Trust Support Letter dated November 14, 2012 (incorporated herein by reference to Exhibit 3 to Precision Castparts Corp.’s Schedule 13D filed with the Securities and Exchange Commission on November 19, 2012).
(d)(E)   Confidentiality Agreement dated October 18, 2012, by and between Precision Castparts Corp. and Titanium Metals Corporation (incorporated herein by reference to Exhibit 4 to Precision Castparts Corp.’s Schedule 13D filed with the Securities and Exchange Commission on November 19, 2012).
(d)(F)   Acknowledgement and Agreement dated November 19, 2012, by and among Precision Castparts Corp., ELIT Acquisition Sub Corp. and Titanium Metals Corporation.*
(d)(G)   Mutual Confidentiality Agreement dated October 15, 2012, by and between Precision Castparts Corp. and Contran Corporation.*
(g)   Not applicable.
(h)   Not applicable.

 

* Previously filed.
EX-99.(A)(5)(S) 2 d456782dex99a5s.htm PRESS RELEASE Press Release

Exhibit (a)(5)(S)

PRECISION CASTPARTS COMPLETES
SUBSEQUENT OFFERING PERIOD FOR TIMET SHARES

Precision Castparts Corp. (NYSE: PCP) (PCC) announced today the completion of the subsequent offering period relating to the tender offer through its wholly owned subsidiary, ELIT Acquisition Sub Corp. (Purchaser), for all of the outstanding shares of common stock of Titanium Metals Corporation (NYSE: TIE) (Timet) (the “Shares”) at a purchase price of $16.50 per Share without interest and less any applicable withholding of taxes. Timet has been a subsidiary of PCC since December 21, 2012, and Timet’s results from that date forward are reported as part of PCC’s Forged Products segment.

The depositary for the Offer has informed PCC that, as of the expiration of the subsequent offering period at 5:00 p.m., New York City time, on Friday, January 4, 2013, 7,711,288 additional Shares (representing approximately 4.4% of the outstanding Shares) were validly tendered in the subsequent offering period. In accordance with the terms of the Offer, Purchaser has accepted for payment all such Shares validly tendered. Together with the Shares purchased in the initial offering period, Purchaser now owns 158,231,903 Shares (representing approximately 90.4% of the outstanding Shares).

##

About Precision Castparts Corp.

Precision Castparts Corp. is a worldwide, diversified manufacturer of complex metal components and products. It serves the aerospace, power, and general industrial markets. PCC is the market leader in manufacturing large, complex structural investment castings, airfoil castings, forged components, aerostructures and highly engineered, critical fasteners for aerospace applications. In addition, PCC is the leading producer of airfoil castings for the industrial gas turbine market. PCC also manufactures extruded seamless pipe, fittings, forgings, and clad products for power generation and oil & gas applications; commercial and military airframe aerostructures; and metal alloys and other materials to the casting and forging industries.

About Titanium Metals Corporation

Timet offers a full range of titanium products, including ingot and slab, forging billet, and mill forms. Timet is vertically integrated, capable of making its own titanium sponge. In 2011, more than 75 percent of Timet’s sales were to aerospace and defense end markets, with PCC representing more than 15 percent of total sales. Timet operates seven primary melting or mill facilities in Henderson, Nevada; Toronto, Ohio; Morgantown, Pennsylvania; Vallejo, California; Witton, England; Waunarlwydd, Wales; and Ugine, France, and employs approximately 2,750 people.