SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
TIMET Capital Trust I
Titanium Metals Corporation
(Name of Subject Company)
Valhi, Inc.
(Names of Filing Persons (Offeror))
6 5/8% Convertible Preferred Securities of TIMET Capital Trust I
Convertible Preferred Securities Guarantee of Titanium Metals Corporation
(Title of Class of Securities)
887381408 and 887381309
(CUSIP Number of Class of Securities)
Steven L. Watson
President and Chief Executive Officer
Valhi, Inc.
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240
(972) 233-1700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Don M. Glendenning
Toni Weinstein
Locke Liddell & Sapp LLP
2200 Ross Avenue, Suite 2200
Dallas, Texas 75201
(214) 740-8000
CALCULATION OF FILING FEE
- ------------------------------------ ----------------------------------------
Transaction Value * Amount of Filing Fee**
- ------------------------------------ ----------------------------------------
- ------------------------------------ ----------------------------------------
$10,000,000 $2,000
- ------------------------------------ ----------------------------------------
* Estimated for purposes of calculating the amount of the filing fee
only. Calculated by multiplying the $10.00 tender offer price by
1,000,000, the maximum amount of securities to be purchased in the
offer.
** Calculated as 1/50 of 1% of the transaction value.
|_| 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: --------- Filing Party: ----------
Form or Registration No.: --------- Date Filed: ----------
|_| Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which the statement
relates:
|_| third-party tender offer subject to Rule 14d-1.
|X| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| 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: |_|
This Tender Offer Statement on Schedule TO (this "Schedule TO") is
filed by Valhi, Inc., a Delaware corporation ("Purchaser"). This Schedule TO
relates to the offer by Purchaser to purchase up to 1,000,000 6 5/8% Convertible
Preferred Securities, Beneficial Unsecured Convertible Securities, liquidation
preference $50 per security (the "Securities"), which represent undivided
beneficial ownership interests in the assets of TIMET Capital Trust I, a
Delaware statutory business trust (the "Trust"), at a purchase price of $10.00
per Security, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated May 5, 2003 (the "Offer to
Purchase") and in the related Letter of Transmittal, copies of which are
attached hereto as Exhibits (a)(1) and (a)(2) (which, together with any
amendments or supplements thereto, collectively constitute the "Offer"). The
Securities include the associated guarantee by Titanium Metals Corporation, a
Delaware corporation ("TIMET").
Item 1. Summary Term Sheet.
The information set forth in the section of the Offer to Purchase
entitled "Summary Term Sheet" is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The Securities represent undivided beneficial ownership interests
in the assets of the Trust, are guaranteed by TIMET and are convertible into
shares of common stock of TIMET. TIMET and the Trust are each affiliates (as
defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as
amended) of Purchaser. The address of the principal executive offices of TIMET
and the Trust are 1999 Broadway, Suite 4300, Denver, Colorado, and their
telephone number is (303) 296-5600. The information set forth in "Section 7.
Certain Information Concerning TIMET and the Trust" of the Offer to Purchase is
incorporated herein by reference.
(b) This Schedule TO relates to the Offer by Purchaser to purchase up
to 1,000,000 Securities at a purchase price of $10.00 per Security. The
information set forth in "Section 12. Description of the Securities" of the
Offer to Purchase is incorporated herein by reference.
(c) The information set forth in "Section 6. Price Range of Securities
and TIMET Shares; Dividends" of the Offer to Purchase is incorporated herein by
reference.
Item 3. Identity and Background of Filing Person.
This is an issuer tender offer made by Purchaser, which may be deemed
to be an affiliate of TIMET and the Trust. The information set forth in "Section
8. Certain Information Concerning Purchaser" of the Offer to Purchase is
incorporated herein by reference.
Item 4. Terms of the Transaction.
(a)(1)(i)-(ix) and (xii) The information set forth in "Summary Term
Sheet," "Section 1. Terms of the Offer; Expiration Date," "Section 2. Acceptance
for Payment and Payment of Securities," "Section 3. Procedures for Accepting the
Offer and Tendering Securities," "Section 4. Withdrawal Rights" and "Section 5.
Certain Federal Income Tax Consequences" of the Offer to Purchase is
incorporated herein by reference.
(a)(1)(x) and (xi) Not applicable.
(a)(2) Not applicable.
(b) Purchaser has been advised by the officers, directors and
affiliates of TIMET and the Trust that such persons do not intend to tender any
Securities in the Offer. Accordingly, Purchaser does not anticipate purchasing
any Securities in the Offer from such persons.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
The information set forth in "Section 8. Certain Information Regarding
Purchaser" and "Section 12. Description of the Securities" of the Offer to
Purchase is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
(a), (b) and (c) The information set forth in "Section 10. Purpose of
the Offer; Other Matters" of the Offer to Purchase is incorporated herein by
reference.
Item 7. Source and Amount of Funds or Other Consideration.
(a) The information set forth in "Section 9. Source and Amount of
Funds" of the Offer to Purchase is incorporated herein by reference.
(b) None.
(c) The information set forth in "Section 14. Fees and Expenses" of the
Offer to Purchase is incorporated herein by reference.
Item 8. Interest in Securities of the Subject Company.
(a) The information set forth in "Section 8. Certain Information
Concerning Purchaser" of the Offer to Purchase is incorporated herein by
reference.
(b) None.
Item 9. Persons/Assets Retained, Employed, Compensated or Used.
The information set forth in "Section 14. Fees and Expenses" of the
Offer to Purchase is incorporated herein by reference.
Item 10. Financial Statements.
(a) Purchaser does not believe that it is required to include financial
information due to the fact that this information is not material to holders of
Securities because, among other reasons, the consideration offered consists
solely of cash, the Offer is not subject to any financing condition and
Purchaser is a public reporting company that files reports electronically under
EDGAR.
(b) Not applicable.
Item 11. Additional Information.
(a) The information set forth in "Section 8. Certain Information
Concerning Purchaser," "Section 13. Certain Legal Matters and Regulatory
Approvals" and "Section 15. Miscellaneous" of the Offer to Purchase is
incorporated herein by reference.
(b) The information set forth in "Section 6. Price Range of Securities
and TIMET Shares; Possible Effects of the Offer on the Market for Securities;
Dividends" of the Offer to Purchase is incorporated herein by reference.
Item 12. Material to Be Filed as Exhibits.
(a)(1) Offer to Purchase dated May 5, 2003.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees.
(a)(6) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a)(7) Press Release issued by Purchaser on May 5, 2003.
(b) None.
(d)(1) Intercorporate Services Agreement between TIMET and NL
Industries, Inc., effective as of January 1, 2002
(incorporated by reference to Exhibit 10.3 to NL Industries,
Inc.'s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2002).
(d)(2) Intercorporate Services Agreement between TIMET and Tremont
Corporation, effective as of January 1, 2002 (incorporated by
reference to Exhibit 10.2 to TIMET's Quarterly Report on Form
10-Q for the quarter ended March 31, 2002).
(d)(3) Shareholders' Agreement, dated February 15, 1996, among TIMET,
Tremont Corporation, IMI plc, IMI Kynoch Ltd., and IMI
Americas, Inc. (incorporated by reference to Exhibit 2.2 to
Tremont Corporation's Current Report on Form 8-K (File No.
1-10126) filed with the Securities and Exchange Commission on
March 1, 1996).
(d)(4) Amendment to the Shareholders' Agreement, dated March 29,
1996, among TIMET, Tremont Corporation, IMI plc, IMI Kynoch
Ltd. and IMI Americas, Inc. (incorporated by reference to
Exhibit 10.30 to Tremont Corporation's Annual Report on Form
10-K (File No. 1-10126) for the year ended December 31, 1995).
(d)(5) Amended and Restated Declaration of Trust of TIMET Capital
Trust I, dated as of November 20, 1996, among Titanium Metals
Corporation, as Sponsor, JP Morgan Chase Bank (f/k/a The Chase
Manhattan Bank), as Property Trustee, Chase Manhattan Bank
(Delaware), as Delaware Trustee and Joseph S. Compofelice,
Robert E. Musgraves and Mark A. Wallace, as Regular Trustees
(incorporated by reference to Exhibit 4.2 to TIMET's Current
Report on Form 8-K filed with the Securities and Exchange
Commission on December 5, 1996.)
(d)(6) Form of 6 5/8% Convertible Preferred Securities (incorporated
by reference to Exhibit 4.4 to TIMET's Current Report on Form
8-K filed with the Securities and Exchange Commission on
December 5, 1996).
(d)(7) Convertible Preferred Securities Guarantee, dated as of
November 20, 1996, between TIMET, as Guarantor, and JP Morgan
Chase Bank (f/k/a The Chase Manhattan Bank), as Guarantee
Trustee (incorporated by reference to Exhibit 4.7 to TIMET's
Current Report on Form 8-K filed with the Securities and
Exchange Commission on December 5, 1996).
(d)(8) Indenture for the 6 5/8% Convertible Subordinated Debentures,
dated as of November 20, 1996 among TIMET and JP Morgan Chase
Bank (f/k/a The Chase Manhattan Bank), as Trustee
(incorporated by reference to Exhibit 4.3 to TIMET's Current
Report on Form 8-K filed with the Securities and Exchange
Commission on December 5, 1996).
(g) None.
(h) None.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
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.
Dated: May 5, 2003 VALHI, INC.
By:/s/ Steven L. Watson
-------------------------------------
Steven L. Watson
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No.
(a)(1) Offer to Purchase dated May 5, 2003.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees.
(a)(6) Form of Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
(a)(7) Press Release issued by Purchaser on May 5, 2003.
(b) None.
(d)(1) Intercorporate Services Agreement between TIMET and NL Industries,
Inc., effective as of January 1, 2002 (incorporated by reference to
Exhibit 10.3 to NL Industries, Inc.'s Quarterly Report on Form 10-Q for
the quarter ended March 31, 2002).
(d)(2) Intercorporate Services Agreement between TIMET and Tremont
Corporation, effective as of January 1, 2002 (incorporated by reference
to Exhibit 10.2 to TIMET's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2002).
(d)(3) Shareholders' Agreement, dated February 15, 1996, among TIMET, Tremont
Corporation, IMI plc, IMI Kynoch Ltd., and IMI Americas, Inc.
(incorporated by reference to Exhibit 2.2 to Tremont Corporation's
Current Report on Form 8-K (File No. 1-10126) filed with the Securities
and Exchange Commission on March 1, 1996).
(d)(4) Amendment to the Shareholders' Agreement, dated March 29, 1996, among
TIMET, Tremont Corporation, IMI plc, IMI Kynoch Ltd. and IMI Americas,
Inc. (incorporated by reference to Exhibit 10.30 to Tremont
Corporation's Annual Report on Form 10-K (File No. 1-10126) for the
year ended December 31, 1995).
(d)(5) Amended and Restated Declaration of Trust of TIMET Capital Trust I,
dated as of November 20, 1996, among Titanium Metals Corporation, as
Sponsor, JP Morgan Chase Bank (f/k/a The Chase Manhattan Bank), as
Property Trustee, Chase Manhattan Bank (Delaware), as Delaware Trustee
and Joseph S. Compofelice, Robert E. Musgraves and Mark A. Wallace, as
Regular Trustees (incorporated by reference to Exhibit 4.2 to TIMET's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on December 5, 1996.)
(d)(6) Form of 6 5/8% Convertible Preferred Securities (incorporated by
reference to Exhibit 4.4 to TIMET's Current Report on Form 8-K filed
with the Securities and Exchange Commission on December 5, 1996).
(d)(7) Convertible Preferred Securities Guarantee, dated as of November 20,
1996, between TIMET, as Guarantor, and JP Morgan Chase Bank (f/k/a The
Chase Manhattan Bank), as Guarantee Trustee (incorporated by reference
to Exhibit 4.7 to TIMET's Current Report on Form 8-K filed with the
Securities and Exchange Commission on December 5, 1996).
(d)(8) Indenture for the 6 5/8% Convertible Subordinated Debentures, dated as
of November 20, 1996 among TIMET and JP Morgan Chase Bank (f/k/a The
Chase Manhattan Bank), as Trustee (incorporated by reference to Exhibit
4.3 to TIMET's Current Report on Form 8-K filed with the Securities and
Exchange Commission on December 5, 1996).
(g) None.
(h) None.
Exhibit (a)(1)
Offer to Purchase for Cash
Up To 1,000,000 6 5/8% Convertible Preferred Securities
Beneficial Unsecured Convertible Securities
(Including the Associated Guarantee)
of
TIMET Capital Trust I
at
$10.00 Net Per Security
by
Valhi, Inc.
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON MONDAY, JUNE
2, 2003, UNLESS THE OFFER IS
EXTENDED.
- --------------------------------------------------------------------------------
VALHI, INC. IS NOT EXPRESSING AN OPINION WITH RESPECT TO THE OFFER AND IS
REMAINING NEUTRAL WITH RESPECT TO THE OFFER.
IMPORTANT
If you desire to tender your securities, you should do one of the
following, as appropriate:
o if you hold securities through The Depository Trust Company,
tender such securities pursuant to its Automated Tender Offer
Program;
o if you hold physical certificates evidencing such securities,
complete and sign the Letter of Transmittal (or a manually
signed facsimile thereof) in accordance with the instructions
therein (including any applicable signature guarantee
requirements) and send or deliver the manually signed Letter
of Transmittal, together with certificates evidencing such
securities and any other required documents, to Computershare
Trust Company of New York, the Depositary for the Offer; or
o if you hold securities in book-entry form as a beneficial
owner, request your broker, dealer, commercial bank, trust
company or other nominee to effect such transactions for you.
See "Section 3. Procedures for Accepting the Offer and
Tendering Securities."
If you desire to tender securities and your certificates evidencing
such securities are not immediately available, or you cannot comply with the
procedure for book-entry transfer on a timely basis, you may tender such
securities by following the procedure for guaranteed delivery set forth in
"Section 3. Procedures for Accepting the Offer and Tendering Securities."
Questions or requests for assistance may be directed to the Information
Agent at its address and telephone number set forth on the back cover of this
Offer to Purchase. Additional copies of this Offer to Purchase, the Letter of
Transmittal and the Notice of Guaranteed Delivery may also be obtained from the
Information Agent or from brokers, dealers, commercial banks or trust companies.
May 5, 2003
TABLE OF CONTENTS
SUMMARY TERM SHEET.............................................................1
INTRODUCTION...................................................................5
1. Terms of the Offer; Expiration Date...................................5
2. Acceptance for Payment and Payment of Securities......................7
3. Procedures for Accepting the Offer and Tendering Securities...........8
4. Withdrawal Rights....................................................10
5. Certain Federal Income Tax Consequences..............................11
6. Price Range of Securities and TIMET Shares; Possible Effects of the
Offer on the Market for Securities; Dividends........................13
7. Certain Information Concerning TIMET and the Trust...................14
8. Certain Information Concerning Purchaser.............................14
9. Source and Amount of Funds...........................................18
10. Purpose of the Offer; Other Matters..................................19
11. Conditions of the Offer..............................................20
12. Description of the Securities........................................21
13. Certain Legal Matters and Regulatory Approvals.......................24
14. Fees and Expenses....................................................25
15. Miscellaneous........................................................25
Schedule I Directors and Executive Officers of Valhi
SUMMARY TERM SHEET
This summary term sheet highlights selected information from this Offer
to Purchase, and may not contain all of the information that is important to
you. To better understand our offer to you and for a complete description of the
legal terms of the offer, you should read this entire Offer to Purchase and the
accompanying Letter of Transmittal carefully. Questions or requests for
assistance may be directed to the Information Agent at its address and telephone
number on the last page of this Offer to Purchase.
What are the classes and amounts of securities sought in the offer?
o We are seeking to purchase up to 1,000,000 6 5/8% Convertible
Preferred Securities, Beneficial Unsecured Convertible
Securities, which represent undivided beneficial ownership
interests in the assets of TIMET Capital Trust I. See
"Introduction" and "Section 1. Terms of the Offer; Expiration
Date." Each security subject to this offer also includes the
associated guarantee by Titanium Metals Corporation, or TIMET.
Who is offering to buy my securities?
o Valhi, Inc., a Delaware corporation. We may be deemed to be an
affiliate of TIMET and the TIMET Capital Trust I, and, along
with certain of our affiliates, own approximately 48.7% of the
outstanding shares of common stock of TIMET and approximately
42% of the outstanding securities of the class that we are
offering to purchase. See "Section 8. Certain Information
Concerning Purchaser."
How much are you offering to pay and what is the form of payment?
o We are offering to pay $10.00 per security, net to the seller
in cash (subject to applicable withholding taxes) and without
interest thereon. See "Introduction," "Section 1. Terms of the
Offer; Expiration Date" and "Section 5. Certain Federal Income
Tax Consequences."
o If you tender your securities in the offer, you will not be
obligated to pay brokerage fees or commissions or, except as
otherwise provided in Instruction 6 of the Letter of
Transmittal, stock transfer taxes with respect to the sale of
your securities pursuant to the offer. See "Introduction."
What is the purpose of the offer?
o The purpose of the offer is to acquire securities for
investment purposes. Purchaser believes that the securities
currently represent a long-term investment opportunity
considering the highly cyclical nature of TIMET's business.
See "Section 10. Purpose of the Offer; Other Matters."
What does Valhi think of the offer?
o Valhi is not making any recommendation to any holder as to
whether to tender securities and is remaining neutral towards
the offer. Valhi believes that this is a personal investment
decision for each holder. You must make your own investment
decision as to whether to tender your securities and, if so,
how many securities to tender. You should discuss whether to
tender your securities with your financial and tax advisors.
See "Section 10. Purpose of the Offer; Other Matters."
What are the expected benefits and disadvantages of the offer for holders?
o We believe that the offer will give you a liquidity
opportunity that may not otherwise be available to you. In
addition, holders who properly tender their securities will
not pay any brokerage charges or commissions for the sale of
their securities. See "Section 6. Price Range of Securities
and TIMET Shares; Dividends."
o If you tender your securities and we accept such tender, you
will no longer have any right to receive any accrued and
unpaid dividends or dividend payments for any dividends
payable after the date of purchase pursuant to the offer with
respect to the tendered securities. You will also forego any
potential price appreciation that may result from holding the
securities over time. In addition, the offer price is
substantially below the redemption price of the securities.
While there is no assurance the securities will ever be
redeemed, if they are redeemed, it would be at a higher price
than what is currently being offered. See "Section 10. Purpose
of the Offer; Other Matters."
What are Valhi's plans with respect to the securities after the offer?
o Valhi or its affiliates may, following the consummation or
termination of the offer, seek to acquire additional
securities that are the subject of the offer or other
securities of TIMET through open market purchases, privately
negotiated transactions, a tender offer or exchange offer or
otherwise, upon such terms and at such prices as they may
determine, which may be more or less than the price paid in
the offer. The decision to purchase additional securities will
depend upon many factors, including the market price of such
securities, the results of the offer, Valhi's business and
financial position and general economic and market conditions.
Any such purchase may be on the same terms or on terms more or
less favorable to holders than the terms of the offer. Valhi
currently intends to retain any securities acquired in the
offer. Valhi expressly reserves the right to sell or otherwise
dispose of all or part of its security position and may do so
at any time permitted under applicable law. See "Section 10.
Purpose of the Offer; Other Matters."
If I tender my securities, will I still receive any dividend payments after my
securities are purchased?
o No, if you tender your securities in the offer and we accept
your tender, you will no longer have any right to receive
dividends payable after payment is made for the securities
tendered in the offer. No payments will be made in the offer
for any dividends that are accrued and unpaid as of the date
payment is made for the securities. TIMET has deferred
distribution payments on the securities, beginning with the
scheduled distribution payment on December 1, 2002. See
"Section 2. Acceptance for Payment and Payment of Securities."
What are the conditions of the offer?
o The conditions to our obligation to purchase securities
tendered in the offer are described in "Section 1. Terms of
the Offer; Expiration Date" and "Section 11. Conditions of the
Offer."
Do you have the financial resources to make the offered payment?
o Yes. We will obtain the necessary funds from available cash
and from borrowings under our revolving bank credit facility.
See "Section 9. Source and Amount of Funds."
Is your financial condition relevant to my decision to tender in the offer?
o We do not think that our financial condition is relevant to
your decision to tender in the offer because the form of
payment consists solely of cash and the offer is not subject
to a financing condition.
How long do I have to decide whether to tender in the offer?
o You will have at least until 12:00 midnight, New York City
time, on Monday, June 2, 2003, to decide whether to tender
your securities in the offer. If you cannot deliver everything
that is required in order to make a valid tender by that time,
you may be able to use a guaranteed delivery procedure, which
is described in "Section 3. Procedures for Accepting the Offer
and Tendering Securities."
Can the offer be extended, and under what circumstances?
o We may, at our option, subject to applicable law, extend the
period of time during which the offer remains open. See
"Section 1. Terms of Offer; Expiration Date."
How will I be notified if the offer is extended?
o If we decide to extend the offer, we will inform Computershare
Trust Company of New York, the Depositary, of that fact, and
will issue a press release giving the new expiration date no
later than 9:00 a.m., New York City time, on the day after the
day on which the offer was previously scheduled to expire. See
"Section 1. Terms of Offer; Expiration Date."
How do I tender my securities?
o To tender your securities in the offer, you must do one of the
following:
o if you hold securities through The Depository Trust
Company, tender such securities pursuant to its
Automated Tender Offer Program;
o if you hold physical certificates evidencing such
securities, complete and sign the Letter of
Transmittal (or a manually signed facsimile thereof)
in accordance with the instructions therein
(including any applicable signature guarantee
requirements) and send or deliver the manually signed
Letter of Transmittal, together with certificates
evidencing such securities and any other required
documents, to Computershare Trust Company of New
York, the Depositary for the Offer; or
o if you hold securities in book-entry form as a
beneficial owner, request your broker, dealer,
commercial bank, trust company or other nominee to
effect such transactions for you. See "Section 3.
Procedures for Accepting the Offer and Tendering
Securities."
o If your security certificates are not immediately available or
if you cannot deliver your security certificates and any other
required documents to Computershare Trust Company of New York
prior to the expiration of the offer, or you cannot complete
the procedure for delivery by book-entry transfer on a timely
basis, you may still tender your securities if you comply with
the guaranteed delivery procedures described in "Section 3.
Procedures for Accepting the Offer and Tendering Securities."
Until what time can I withdraw previously tendered securities?
o You may withdraw previously tendered securities any time prior
to the expiration of the offer. See "Section 4. Withdrawal
Rights."
How do I withdraw previously tendered securities?
o To withdraw previously tendered securities, you must deliver a
written or facsimile notice of withdrawal with the required
information to Computershare Trust Company of New York while
you still have the right to withdraw. If you tendered
securities by giving instructions to a broker or bank, you
must instruct the broker or bank to arrange for the withdrawal
of your securities. See "Section 4. Withdrawal Rights."
What happens if the offer is oversubscribed?
o If the offer is oversubscribed and all conditions to the offer
are met or waived, we will purchase 1,000,000 securities on a
pro rata basis. See "Section 2. Acceptance for Payment and
Payment for Securities."
What are the United States federal income tax consequences if I tender my
securities in the offer and my securities are purchased?
o If your securities are purchased in the offer, your receipt of
cash will be a taxable transaction to you for federal income
tax purposes. In general, for federal income tax purposes, you
will recognize gain or loss equal to the difference between
your adjusted basis in the securities (including any accrued
and unpaid dividends through the date of purchase pursuant to
the offer) and the amount of cash you receive for those
securities. However, your tax consequences from the tender of
your securities in the offer can be complicated, and you
should consult your own tax advisor to understand how the
offer will affect you. See "Section 5. Certain Federal Income
Tax Consequences."
Will I have to pay brokerage fees?
o No, if we purchase your securities, you will not have to pay
brokerage fees.
If I do not tender my securities, will I continue to be able to exercise my
conversion rights?
o Yes. The conversion rights of securities that are not
purchased in the offer will be unchanged. As of May 5, 2003,
you may convert each security into .1339 of a share of TIMET
common stock (as adjusted for TIMET's one-for-ten reverse
stock split that became effective after the close of trading
on February 14, 2003). See "Section 12. Description of the
Securities."
What is a recent market value of my securities?
o Because there is no established trading market for the
securities and because we believe that trading in the
securities has been limited and sporadic, we do not believe
that there is a practical way to determine the historical
market value for the securities. According to Nasdaq's
website, reported trading prices over the last 12 months have
been between $2.25 and $17.00 per security. Certain persons
related to us have acquired a total of 1,700,000 securities
within the past six months at prices ranging from $7.00 to
$15.00 per security. These persons have indicated to us that
they do not intend to tender these securities in the offer.
Within the past 60 days, the only reported trades of the
securities occurred on March 7, 2003 for 53,600 securities at
$15.54 per security, on March 10, 2003 for 300 securities at
$2.25 per security, on April 24, 2003 for 100 securities at
$17.00 per security and on May 2, 2003 three trades for a
total of 1,000 securities at prices ranging from $11.75 to
$17.00 per security. The closing price of TIMET's common stock
on May 2, 2003, the last full trading day before we announced
the offer, was $24.16 per TIMET share. Each security is
convertible into .1339 of a share of TIMET common stock. See
"Section 6. Price Range of Securities and TIMET Shares;
Dividends."
With whom may I speak if I have questions about the offer?
o You can call Innisfree M&A Incorporated, the Information
Agent, at (888) 750-5834. See the back cover of this Offer to
Purchase.
To the Holders of 6 5/8% Convertible Preferred Securities, Beneficial Unsecured
Convertible Securities of TIMET Capital Trust I:
INTRODUCTION
Valhi, Inc., a Delaware corporation ("Purchaser"), hereby offers to
purchase up to 1,000,000 6 5/8% Convertible Preferred Securities, Beneficial
Unsecured Convertible Securities, liquidation preference $50 per security (each,
a "Security" and collectively, the "Securities"), which represent undivided
beneficial ownership interests in the assets of TIMET Capital Trust I, a
Delaware statutory business trust (the "Trust"), at a purchase price of $10.00
per Security (such amount, or any greater amount per Security paid pursuant to
the Offer (as defined below), the "Per Security Amount"), net to the seller in
cash, upon the terms and subject to the conditions described in this Offer to
Purchase and in the related Letter of Transmittal (which, together with this
Offer to Purchase and any amendments or supplements hereto or thereto,
collectively constitute the "Offer"). Each Security includes the associated
guarantee (the "Guarantee") by Titanium Metals Corporation, a Delaware
corporation ("TIMET").
Tendering holders will not be obligated to pay brokerage fees or
commissions or, except as otherwise provided in Instruction 6 of the Letter of
Transmittal, stock transfer taxes with respect to the purchase of Securities by
Purchaser pursuant to the Offer. However, any tendering holder or other payee
who fails to complete and sign the Substitute Form W-9 that is included in the
Letter of Transmittal or provide a signed and completed Form W-8 may be subject
to a required backup U.S. federal income tax withholding of 30% of the gross
proceeds payable to such holder or other payee pursuant to the Offer. See
"Section 5. Certain Federal Income Tax Consequences." Purchaser will pay all
charges and expenses of Computershare Trust Company of New York (the
"Depositary") and Innisfree M&A Incorporated (the "Information Agent") incurred
in connection with the Offer. See "Section 14. Fees and Expenses."
The Offer is subject to certain conditions contained in this Offer to
Purchase. See "Section 1. Terms of the Offer; Expiration Date" and "Section 11.
Conditions of the Offer," which set forth in full the conditions to the Offer.
Purchaser may offer a subsequent offering period in connection with the
Offer. If Purchaser elects to provide a subsequent offering period, it will make
a public announcement thereof on the next business day after the previously
scheduled Expiration Date.
This Offer to Purchase and the related Letter of Transmittal contain
important information that should be read carefully before any decision is made
with respect to the Offer.
1. Terms of the Offer; Expiration Date.
Upon the terms and subject to the conditions of the Offer (including,
if the Offer is extended or amended, the terms and conditions of such extension
or amendment), Purchaser will accept for payment and pay for all Securities
validly tendered on or prior to the Expiration Date, up to 1,000,000 Securities,
not withdrawn in accordance with the procedures described in "Section 4.
Withdrawal Rights." "Expiration Date" means 12:00 midnight, New York City time,
on Monday, June 2, 2003, unless and until Purchaser has extended the period
during which the Offer is open, in which case Expiration Date will mean the
latest time and date at which the Offer, as may be extended by Purchaser, will
expire.
The Offer is subject to the conditions described under "Section 11.
Conditions of the Offer." Subject to the applicable rules and regulations of the
Securities and Exchange Commission (the "SEC"), Purchaser expressly reserves the
right to waive any such condition, in whole or in part, in its sole discretion.
Subject to the applicable rules and regulations of the SEC, Purchaser also
expressly reserves the right to increase the Per Security Amount and to make any
other changes in the terms and conditions of the Offer. Subject to the terms of
the Offer and the satisfaction or waiver of the conditions set forth in "Section
11. Conditions of the Offer" as of the scheduled Expiration Date, which will
initially be 20 business days following the commencement of the Offer (the
"Initial Expiration Date"), Purchaser will accept for payment and pay for all
Securities validly tendered and not withdrawn pursuant to the Offer as soon as
practicable after the Expiration Date.
Purchaser may extend any scheduled Expiration Date for any period
required by applicable rules, regulations, interpretations or positions of the
SEC or the staff thereof applicable to the Offer or required by applicable law.
Purchaser may also provide for a subsequent offering period (as contemplated by
Rule 14d-11 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) as long as providing for the subsequent offering period does not require
the extension of the initial offer period under applicable rules and regulations
of the SEC, which subsequent offering period will not exceed 20 business days.
In addition, the Per Security Amount may be increased, in which case the Offer
will be extended to the extent required by law in connection with such increase.
Upon any extension of the Offer, all Securities previously tendered and not
withdrawn will remain subject to the Offer and subject to the right of a
tendering holder to withdraw such holder's Securities. See "Section 4.
Withdrawal Rights." Under no circumstances will interest be paid on the purchase
price for tendered Securities, whether or not the Offer is extended.
On or prior to the dates that Purchaser becomes obligated to accept for
payment and pay for Securities pursuant to the Offer, Purchaser will provide the
funds necessary to pay for all Securities that Purchaser becomes obligated to
accept for payment and pay for pursuant to the Offer. Notwithstanding the
foregoing and subject to the applicable rules of the SEC and the terms and
conditions of the Offer, Purchaser also expressly reserves the right (i) to
delay payment for Securities in order to comply in whole or in part with
applicable laws (any such delay will be effected in compliance with Rule
14e-1(c) under the Exchange Act, which requires Purchaser to pay the
consideration offered or to return Securities deposited by or on behalf of
holders promptly after the termination or withdrawal of the Offer), (ii) to
extend or terminate the Offer and not to accept for payment or pay for any
Securities not theretofore accepted for payment or paid for, upon the occurrence
of any of the conditions to the Offer specified in "Section 11. Conditions of
the Offer," and (iii) to amend the Offer or to waive any conditions to the
Offer, in each case by giving oral or written notice of such delay, termination,
waiver or amendment to the Depositary and by making public announcement thereof.
Any such extension, delay, termination, waiver or amendment will be
followed as promptly as practicable by public announcement thereof. In the case
of an extension, the announcement will be made no later than 9:00 a.m., New York
City time, on the next business day after the previously scheduled Expiration
Date. Subject to applicable law (including Rules 14d-4(d)(i), 14d-6(c) and 14e-1
under the Exchange Act, which require that material changes be promptly
disseminated to holders in a manner reasonably designed to inform them of such
changes) and without limiting the manner in which Purchaser may choose to make
any public announcement, Purchaser will have no obligation to publish, advertise
or otherwise communicate any such public announcement other than by issuing a
press release to the Dow Jones News Service or the Public Relations Newswire.
If Purchaser makes a material change to the terms of the Offer or the
information concerning the Offer, or if Purchaser waives a material condition of
the Offer, Purchaser will extend the Offer and disseminate additional tender
offer materials to the extent required by Rule 14e-1 under the Exchange Act. If,
prior to the Expiration Date, Purchaser should decide to increase the
consideration being offered in the Offer, such increase in the consideration
being offered will be applicable to all holders whose Securities are accepted
for payment pursuant to the Offer and, if at the time notice of any such
increase in the consideration being offered is first published, sent or given to
holders of such Securities, the Offer is scheduled to expire at any time earlier
than the period ending on the tenth business day from and including the date
that such notice is first so published, sent or given, the Offer will be
extended at least until the expiration of such 10-business day period. For
purposes of the Offer, a "business day" means any day on which the principal
offices of the SEC in Washington, D.C. are open to accept filings, or, in the
case of determining a date when any payment is due, any day on which banks are
not required or authorized to close in The City of New York, and consists of the
period from 12:01 a.m. through 12:00 midnight, New York City time.
Purchaser may offer a subsequent offering period in connection with the
Offer. If Purchaser does provide for such subsequent offering period, subject to
the applicable rules and regulations of the SEC, Purchaser may elect to extend
its offer to purchase Securities beyond the Expiration Date for a subsequent
offering period of three business days to 20 business days (the "Subsequent
Offering Period"), if, among other things, upon the Expiration Date (i) all of
the conditions to Purchaser's obligations to accept for payment, and to pay for,
the Securities are satisfied or waived and (ii) Purchaser immediately accepts
for payment, and promptly pays for, all Securities validly tendered (and not
withdrawn in accordance with the procedures set forth in "Section 4. Withdrawal
Rights") prior to the Expiration Date. Securities tendered during the Subsequent
Offering Period may not be withdrawn. See "Section 4. Withdrawal Rights."
Purchaser will immediately accept for payment, and promptly pay for, all validly
tendered Securities as they are received during the Subsequent Offering Period.
Any election by Purchaser to include a Subsequent Offering Period may be
effected by Purchaser giving oral or written notice of the Subsequent Offering
Period to the Depositary. If Purchaser decides to include a Subsequent Offering
Period, it will make an announcement to that effect by issuing a press release
to the Dow Jones New Services or the Public Relations Newswire on the next
business day after the previously scheduled Expiration Date.
TIMET has provided Purchaser with a list of holders of Securities and
security position listings for the purpose of disseminating the Offer to the
holders of Securities. This Offer to Purchase and the related Letter of
Transmittal will be mailed by Purchaser to record holders of Securities whose
names appear on such holder list and will be furnished, for subsequent
transmittal to beneficial owners of Securities, to brokers, dealers, commercial
banks, trust companies and similar persons whose names, or the names of whose
nominees, appear on the holder list or, if applicable, who are listed as
participants in a clearing agency's security position listings.
2. Acceptance for Payment and Payment for Securities.
Upon the terms and subject to the conditions of the Offer (including,
if the Offer is extended or amended, the terms and conditions of the Offer as so
extended or amended), Purchaser will accept for payment promptly after the
Expiration Date all Securities validly tendered prior to the Expiration Date, up
to 1,000,000 Securities, not withdrawn in accordance with the procedures
described in "Section 4. Withdrawal Rights." Purchaser will pay for all
Securities validly tendered and not withdrawn promptly following the acceptance
of Securities for payment pursuant to the Offer. Subject to applicable rules and
regulations of the SEC, Purchaser reserves the right to delay acceptance of or
payment for Securities in order to comply in whole or in part with applicable
laws. See "Section 1. Terms of the Offer; Expiration Date" and "Section 13.
Certain Legal Matters and Regulatory Approvals."
If 1,000,000 Securities are tendered and all conditions to the Offer
are met or waived, Purchaser will purchase all of the Securities tendered. If
more than 1,000,000 Securities are tendered, all conditions to the Offer are met
or waived and Purchaser does not amend and extend the Offer, Purchaser will
purchase 1,000,000 Securities on a pro rata basis. Proration for each holder
tendering Securities will be based on the ratio of the nearest whole number of
Securities tendered by such holder in the Offer to the total number of
Securities tendered by all holders. This ratio will be applied to holders
tendering Securities to determine the amount of Securities that will be
purchased from each such holder pursuant to the Offer.
In all cases (including during any Subsequent Offering Period),
Purchaser will pay for Securities tendered and accepted for payment pursuant to
the Offer only after timely receipt by the Depositary of (i) the certificates
evidencing such Securities (the "Security Certificates"), timely confirmation (a
"Book-Entry Confirmation") of a book-entry transfer of such Securities into the
Depositary's account at The Depository Trust Company ("DTC") or delivery of
Securities through the deposit of Securities with DTC and the making of
book-entry delivery, in each case pursuant to the procedures described in
"Section 3. Procedures for Accepting the Offer and Tendering Securities," (ii)
the Letter of Transmittal, properly completed and duly executed, with any
required signature guarantees, in the case of a book-entry transfer, or an
Agent's Message (as defined below), and (iii) any other documents required under
the Letter of Transmittal. The term "Agent's Message" means a message,
transmitted by DTC to, and received by, the Depositary and forming a part of the
Book-Entry Confirmation that states that DTC has received an express
acknowledgment from the participant in DTC tendering the Securities that are the
subject of such Book-Entry Confirmation, that the participant has received and
agrees to be bound by the Letter of Transmittal and that Purchaser may enforce
such agreement against such participant.
For purposes of the Offer (including during any Subsequent Offering
Period), Purchaser will be deemed to have accepted for payment (and thereby
purchased) Securities validly tendered and not properly withdrawn if and when
Purchaser gives oral or written notice to the Depositary of Purchaser's
acceptance for payment of such Securities pursuant to the Offer. Upon the terms
and subject to the conditions of the Offer, payment for Securities purchased
pursuant to the Offer will be made by deposit of the purchase price therefor
with the Depositary, which will act as agent for tendering holders whose
Securities have been accepted for payment for the purpose of receiving payments
from Purchaser and transmitting such payments to validly tendering holders.
Under no circumstances will Purchaser pay interest on the purchase price for
Securities, regardless of any delay in making such payment. No payments will be
made in the Offer for any dividends or distributions on Securities that are
accrued and unpaid as of the date payment is made for the Securities.
If Purchaser does not purchase Securities tendered in the Offer,
certificates evidencing the unpurchased Securities will be returned, without
expense to the tendering holder (or, in the case of Securities tendered by
book-entry transfer into the Depositary's account at DTC pursuant to the
procedure described in "Section 3. Procedures for Accepting the Offer and
Tendering Securities," such Securities will be credited to an account maintained
at such Book-Entry Transfer Facility), as promptly as practicable following the
expiration or termination of the Offer.
Purchaser reserves the right to transfer or assign, in whole or from
time to time in part, to one or more of its affiliates, the right to purchase
all or any portion of the Securities tendered in the Offer, but any such
transfer or assignment will not relieve Purchaser of its obligations under the
Offer and will in no way prejudice the rights of tendering holders to receive
payment for Securities validly tendered and accepted for payment pursuant to the
Offer.
3. Procedures for Accepting the Offer and Tendering Securities.
Valid Tender of Securities. In order for a holder of Securities to
validly tender Securities pursuant to the Offer, the Depositary must receive the
Letter of Transmittal, properly completed and duly executed, together with any
required signature guarantees or, in the case of a book-entry transfer, an
Agent's Message, and any other documents required by the Letter of Transmittal,
at its address set forth on the back cover of this Offer to Purchase. In
addition, either (i) the Security Certificates evidencing tendered Securities
must be received by the Depositary at such address or such Securities must be
tendered pursuant to the procedure for book-entry transfer described below and
the Depositary must receive a Book-Entry Confirmation (including an Agent's
Message), in each case prior to the Expiration Date or the expiration of the
Subsequent Offering Period, if any (or delivery of Securities may be effected
through the deposit of Securities with DTC and making book-entry delivery as set
forth below), or (ii) the tendering holder must comply with the guaranteed
delivery procedures described below.
The method of delivery of Security Certificates and all other required
documents, including delivery through DTC, is at the option and risk of the
tendering holder, and the delivery will be deemed made only when actually
received by the Depositary. If delivery is by mail, registered mail with return
receipt requested, properly insured, is recommended. In all cases, sufficient
time should be allowed to ensure timely delivery.
Tender of Securities Through DTC. To effectively tender Securities that
are held through DTC, DTC participants must, instead of physically completing
and signing the Letter of Transmittal, electronically transmit their acceptance
through DTC's Automated Tender Offer Program, or ATOP (for which the Offer will
be eligible), and DTC will then edit and verify the acceptance and send an
Agent's Message to the Depositary for its acceptance. DTC is obligated to
communicate these electronic instructions to the Depositary. To tender
Securities through ATOP, the electronic instructions sent to DTC and transmitted
by DTC to the Depositary must contain the character by which the DTC participant
acknowledges its receipt of and agrees to be bound by the Letter of Transmittal.
Delivery of tendered Securities must be made to the Depositary pursuant to the
book-entry delivery procedures set forth below or the tendering DTC participant
must comply with the guaranteed delivery procedures set forth below.
Book-Entry Transfer. The Depositary will establish accounts with
respect to Securities at DTC for purposes of the Offer within two business days
after the date of this Offer to Purchase. Any financial institution that is a
participant in the system of DTC may make a book-entry delivery of Securities by
causing DTC to transfer such Securities into the Depositary's account at DTC in
accordance with DTC's procedures for such transfer. However, although delivery
of Securities may be effected through book-entry transfer at DTC, an Agent's
Message, and any other required documents, must, in any case, be received by the
Depositary at its address set forth on the back cover of this Offer to Purchase
prior to the Expiration Date or the expiration of the Subsequent Offering
Period, if any, or the tendering holder must comply with the guaranteed delivery
procedure described below. Delivery of documents to DTC does not constitute
delivery to the Depositary.
Signature Guarantees. Signatures on all Letters of Transmittal must be
guaranteed by a firm that is a member of the Security Transfer Agent Medallion
Signature Program, or by any other "eligible guarantor institution," as such
term is defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing
being referred to as an "Eligible Institution"), except in cases where
Securities are tendered (i) by a registered holder of Securities who has not
completed either the box entitled "Special Payment Instructions" or the box
entitled "Special Delivery Instructions" on the Letter of Transmittal or (ii)
for the account of an Eligible Institution. If a Security Certificate is
registered in the name of a person other than the signer of the Letter of
Transmittal, or if payment is to be made, or a Security Certificate not accepted
for payment or not tendered is to be returned, to a person other than the
registered holder(s), then the Security Certificate must be endorsed or
accompanied by appropriate stock powers, in either case signed exactly as the
name(s) of the registered holder(s) appear on the Security Certificate, with the
signature(s) on such Security Certificate or stock powers guaranteed by an
Eligible Institution. See Instructions 1 and 5 of the Letter of Transmittal.
Guaranteed Delivery. If a holder desires to tender Securities pursuant
to the Offer and such holder's Security Certificates evidencing such Securities
are not immediately available or such holder cannot deliver the Security
Certificates and all other required documents to the Depositary prior to the
Expiration Date, or such holder cannot complete the procedure for delivery by
book-entry transfer on a timely basis, such Securities may nevertheless be
tendered, provided that all the following conditions are satisfied:
(i) such tender is made by or through an Eligible Institution;
(ii) a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form made available by
Purchaser, is received prior to the Expiration Date by the
Depositary as provided below; and
(iii) the Security Certificates (or a Book-Entry Confirmation)
evidencing all tendered Securities, in proper form for
transfer, in each case together with the Letter of Transmittal
(or a facsimile), properly completed and duly executed, with
any required signature guarantees or, in the case of a
book-entry transfer, an Agent's Message, and any other
documents required by the Letter of Transmittal are received
by the Depositary within three trading days after the date of
execution of such Notice of Guaranteed Delivery.
The Notice of Guaranteed Delivery may be delivered by hand or mail or
by facsimile transmission to the Depositary and must include a guarantee by an
Eligible Institution in the form set forth in the form of Notice of Guaranteed
Delivery made available by Purchaser.
In all cases (including any Subsequent Offering Period), payment for
Securities tendered and accepted for payment pursuant to the Offer will be made
only after timely receipt by the Depositary of the Security Certificates
evidencing such Securities, or a Book-Entry Confirmation of the delivery of such
Securities, and the Letter of Transmittal (or a facsimile thereof), properly
completed and duly executed, with any required signature guarantees or, in the
case of a book-entry transfer, an Agent's Message, and any other documents
required by the Letter of Transmittal.
Determination of Validity. All questions as to the form of documents
and the validity, form, eligibility (including time of receipt) and acceptance
for payment of any tender of Securities will be determined by Purchaser, in its
sole discretion, which determination will be final and binding on all parties.
Purchaser reserves the absolute right to reject any and all tenders determined
by it not to be in proper form or the acceptance for payment of which may, in
the opinion of its counsel, be unlawful. Purchaser also reserves the absolute
right to waive any condition of the Offer to the extent permitted by applicable
law or any defect or irregularity in the tender of any Securities of any
particular holder, whether or not similar defects or irregularities are waived
in the case of other holders. No tender of Securities will be deemed to have
been validly made until all defects and irregularities have been cured or
waived. None of Purchaser nor any of its affiliates or assigns, the Depositary,
the Information Agent or any other person will be under any duty to give
notification of any defects or irregularities in tenders or incur any liability
for failure to give any such notification. Purchaser's interpretation of the
terms and conditions of the Offer (including the Letter of Transmittal and the
instructions thereto) will be final and binding.
A tender of Securities pursuant to any of the procedures described
above will constitute the tendering holder's acceptance of the terms and
conditions of the Offer, as well as the tendering holder's representation and
warranty to Purchaser that (i) such holder has the full power and authority to
tender, sell, assign and transfer the tendered Securities (and any and all other
Securities or other securities issued or issuable in respect of such
Securities), and (ii) when the same are accepted for payment by Purchaser,
Purchaser will acquire good and unencumbered title thereto, free and clear of
all liens, restrictions, charges and encumbrances and not subject to any adverse
claims.
The acceptance for payment by Purchaser of Securities pursuant to any
of the procedures described above will constitute a binding agreement between
the tendering holder and Purchaser upon the terms and subject to the conditions
of the Offer.
Appointment as Proxy. By executing the Letter of Transmittal, or
through delivery of an Agent's Message, as described above, a tendering holder
irrevocably appoints designees of Purchaser as such holder's agents,
attorneys-in-fact and proxies, each with full power of substitution, in the
manner set forth in the Letter of Transmittal, to the full extent of such
holder's rights with respect to the Securities tendered by such holder and
accepted for payment by Purchaser (and with respect to any and all other
Securities or other securities issued or issuable in respect of such Securities
on or after the date of this Offer to Purchase). All such powers of attorney and
proxies will be considered irrevocable and coupled with an interest in the
tendered Securities. Such appointment will be effective when, and only to the
extent that, Purchaser accepts such Securities for payment. Upon such acceptance
for payment, all prior powers of attorney and proxies given by such holder with
respect to such Securities (and such other securities) will be revoked, without
further action, and no subsequent powers of attorney or proxies may be given nor
any subsequent written consent executed by such holder (and, if given or
executed, will not be deemed to be effective) with respect thereto. Purchaser's
designees will, with respect to the Securities for which the appointment is
effective, be empowered to exercise all approval, voting and other rights of
such holder as they in their sole discretion may deem proper at any meeting of
the holders of Securities or any adjournment or postponement, by written consent
in lieu of any such meeting or otherwise. Purchaser reserves the right to
require that, in order for Securities to be deemed validly tendered, immediately
upon Purchaser's payment for such Securities, Purchaser must be able to exercise
full and complete right, power and authority with respect to each such Security
(and each such other security).
4. Withdrawal Rights.
Tenders of Securities made pursuant to the Offer are irrevocable,
except that such Securities may be withdrawn at any time prior to the Expiration
Date. If Purchaser extends the Offer, is delayed in its acceptance for payment
of Securities or is unable to accept Securities for payment pursuant to the
Offer for any reason, then, without prejudice to Purchaser's rights under the
Offer, the Depositary may, nevertheless, on Purchaser's behalf, retain tendered
Securities, and such Securities may not be withdrawn except to the extent that
tendering holders are entitled to withdrawal rights as described in this
"Section 4. Withdrawal Rights," subject to Rule 14e-1(c) under the Exchange Act.
Any such delay will be by an extension of the Offer to the extent required by
law. If Purchaser decides to include a Subsequent Offering Period, Securities
tendered during the Subsequent Offering Period may not be withdrawn. See
"Section 1. Terms of the Offer; Expiration Date."
For a withdrawal of Securities to be effective, a written or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
its address set forth on the back cover page of this Offer to Purchase. Any such
notice of withdrawal must specify the name of the person who tendered the
Securities to be withdrawn, the number of Securities to be withdrawn and the
name of the registered holder of such Securities, if different from that of the
person who tendered such Securities. If Security Certificates evidencing
Securities to be withdrawn have been delivered or otherwise identified to the
Depositary, then, prior to the physical release of such Security Certificates,
the serial numbers shown on such Security Certificates must be submitted to the
Depositary and the signature(s) on the notice of withdrawal must be guaranteed
by an Eligible Institution, unless such Securities have been tendered for the
account of an Eligible Institution. If Securities have been tendered pursuant to
the procedure for book-entry transfer as described in "Section 3. Procedures for
Accepting the Offer and Tendering Securities," any notice of withdrawal must
specify the name and number of the account at DTC to be credited with the
withdrawn Securities.
All questions as to the form and validity (including time of receipt)
of any notice of withdrawal will be determined by Purchaser, in its sole
discretion, which determination will be final and binding. None of Purchaser nor
any of its affiliates or assigns, the Depositary, the Information Agent or any
other person will be under any duty to give any notification of any defects or
irregularities in any notice of withdrawal or incur any liability for failure to
give any such notification.
Withdrawals of Securities may not be rescinded. Any Securities properly
withdrawn will thereafter be deemed not to have been validly tendered for
purposes of the Offer. However, withdrawn Securities may be re-tendered at any
time prior to the Expiration Date (or during the Subsequent Offering Period, if
any) by following one of the procedures described in "Section 3. Procedures for
Accepting the Offer and Tendering Securities."
5. Certain Federal Income Tax Consequences.
The following is a summary of certain material United States federal
income tax consequences of the Offer. This summary assumes that each holder is a
U.S. Person (as defined below). Unless otherwise stated, this summary deals only
with the Securities held as capital assets by holders. It does not deal with
special classes of holders such as banks, thrifts, real estate investment
trusts, regulated investment companies, insurance companies, dealers in
securities or currencies, tax exempt investors, or persons that hold the
Securities as a position in a "straddle," as part of a "synthetic security" or
"hedge" or as part of a "conversion transaction" or other integrated investment.
This summary also does not address the tax consequences to persons that have a
functional currency other than the U.S. Dollar or the tax consequences to
shareholders, partners or beneficiaries of a holder of Securities. Further, it
does not include any description of any alternative minimum tax consequences or
the tax laws of any state or local government or of any foreign government that
may be applicable to the Securities. This summary is based on the Internal
Revenue Code of 1986, as amended ("the Code"), Treasury regulations thereunder
("Treasury Regulations") and administrative and judicial interpretations
thereof, as of the date hereof, all of which are subject to change, possibly on
a retroactive basis.
As used herein, a U.S. Person means (i) a citizen or resident of the
United States, (ii) a corporation or partnership created or organized in or
under the laws of the United States, any state thereof, or the District of
Columbia, (iii) an estate the income of which is subject to United States
federal income taxation regardless of its source or (iv) a trust (a) if a court
within the United States is able to exercise primary supervision over the
administration of the trust and one or more U.S. Persons have the authority to
control all substantial decisions of the trust or (b) that has a valid election
in effect under applicable Treasury Regulations to be treated as a U.S. Person.
Receipt of Cash Pursuant to the Offer. The receipt of cash in exchange
for Securities pursuant to the Offer will be a taxable transaction for U.S.
federal income tax purposes. Subject to the market discount rules described
below, a holder will generally recognize capital gain or loss for Securities
accepted pursuant to the Offer in an amount equal to the difference between the
amount of cash received and the holder's "adjusted tax basis" in the Securities
at the time of purchase pursuant to the Offer. The capital gain or loss will be
long-term if the holder held the Security for more than one year at the time
that the Securities are accepted pursuant to this Offer. Long-term capital gains
of noncorporate holders are generally taxable at a maximum rate of 20%. Capital
gains of corporate holders are generally taxable at the regular tax rates
applicable to corporations. A holder's ability to deduct capital losses may be
limited.
Generally, the adjusted tax basis for a Security will be equal to the
amount paid for the Security, increased by (a) the amount of the original issue
discount ("OID") (discussed below) previously included in the holder's gross
income through the date that the Securities are accepted pursuant to this Offer
and (b) if the election described below has been made, market discount
previously included in the holder's income, and decreased by (x) payments
received on the Securities and (y) any acquisition premium in respect of the
Security that has been previously taken into account as an offset to OID income.
OID generally is the excess of the stated redemption price at maturity of a
Security over its issue price and a ratable daily portion thereof must be
included in income by a holder on a constant yield basis. Because TIMET has the
option, under the terms of the 6 5/8% Convertible Subordinated Debentures due
2026 issued by TIMET to the Trust (the "Convertible Debentures") to defer
payments of interest for one or more periods of up to 20 consecutive quarters,
all stated interest on the Convertible Debentures has been treated as OID to the
holders of the Securities regardless of whether distributions have been made on
the Securities. A holder is required to include the accrued but unpaid OID in
income through the date that the Securities are accepted pursuant to this Offer.
An exception to the capital gain treatment described above may apply if
the Security was purchased after original issue at a "market discount." If the
cost of acquiring the Security was less than its adjusted issue price, the
amount of such difference is treated as market discount for U.S. federal income
tax purposes, unless such difference is less than .0025 multiplied by the stated
redemption price at maturity multiplied by the number of complete years to
maturity from the date of acquisition. In general, any gain realized by a holder
on the sale of a Security having market discount will be treated as ordinary
income to the extent of the market discount that such holder has accrued (on a
straight line basis or, at such holder's election, on a constant yield basis),
unless such holder has elected to include market discount in income on a current
basis as it accrued.
Backup Withholding. Payments made pursuant to the Offer may be subject
to backup withholding at a rate of 30%. Payments to certain holders (including,
among others, corporations and certain tax-exempt organizations) are generally
not subject to backup withholding. With respect to all other holders, payments
will be subject to backup withholding tax if a holder
o fails to furnish its taxpayer identification number ("TIN"),
which for individuals is ordinarily the individual's social
security number);
o furnishes an incorrect TIN;
o is notified by the Internal Revenue Service (the "IRS") that
such holder has failed to properly report payments of interest
or dividends; or
o in certain circumstances, fails to certify, under penalties of
perjury, that such holder has furnished a correct TIN and that
the IRS has not notified such holder that it is subject to
backup withholding.
To prevent backup withholding, each U.S. Person holding Securities
should complete the Substitute W-9 in the Letter of Transmittal certifying that
the TIN provided on such form is correct and that payments to such holder are
not subject to backup withholding. The backup withholding tax is not an
additional tax, and a holder may use amounts withheld as a credit against the
holder's U.S. federal income tax liability or may claim a refund provided that
the required information is furnished to the IRS in a timely manner.
Information Reporting. Information statements reporting the amount of
any payment made pursuant to the Offer and the amount of tax withheld, if any,
will generally be provided to each holder and to the IRS. Information statements
will not be provided with respect to payments made to holders that are exempt
from the information reporting rules, such as corporations and certain
tax-exempt organizations.
THE UNITED STATES FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS
INCLUDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND MAY NOT BE APPLICABLE
DEPENDING UPON A HOLDER'S PARTICULAR SITUATION. HOLDERS SHOULD CONSULT THEIR TAX
ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE TENDER OF THE
SECURITIES PURSUANT TO THE OFFER, INCLUDING THE TAX CONSEQUENCES UNDER STATE,
LOCAL, FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN UNITED
STATES FEDERAL OR OTHER TAX LAWS (WITH POSSIBLE RETROACTIVE EFFECT).
6. Price Range of Securities and TIMET Shares; Possible Effects of the
Offer on the Market for Securities; Dividends.
Purchaser understands that there is no established trading market for
the Securities and that the Securities are traded on the over-the-counter market
on a limited and sporadic basis. Therefore, Purchaser does not believe that
there is a practical way to determine the historical market value for the
Securities. According to Nasdaq's website, reported trading prices over the last
12 months have been between $2.25 and $17.00 per Security. Certain persons
related to Purchaser have acquired a total of 1,700,000 Securities within the
past six months at prices ranging from $7.00 to $15.00 per Security. These
persons have indicated to Purchaser that they do not intend to tender these
Securities in the Offer. See "Section 8. Certain Information Concerning
Purchaser." Within the past 60 days, the only reported trades of the Securities
occurred on March 7, 2003 for 53,600 Securities at $15.54 per Security, on March
10, 2003 for 300 Securities at $2.25 per Security, on April 24, 2003 for 100
Securities at $17.00 per Security and on May 2, 2003 three trades for a total of
1,000 Securities at prices ranging from $11.75 to $17.00 per Security.
Each Security is convertible into .1339 of a share of common stock of
TIMET ("TIMET Shares") (as adjusted for TIMET's one-for-ten reverse stock split
that became effective after the close of trading on February 14, 2003). On May
2, 2003, the last full trading day prior to the public announcement of the
Offer, the last reported sales price of the TIMET Shares was $24.16 per share.
The TIMET Shares are currently listed on The New York Stock Exchange
under the symbol "TIE." Since the third quarter of 1999, TIMET has not paid
dividends on the TIMET Shares. The high and low sales prices for the periods
indicated for the TIMET Shares are set forth below. All prices have been
adjusted to reflect the one-for-ten reverse stock split that became effective
after the close of trading on February 14, 2003.
High Low
2001
First Quarter.......................................$ 106.20 $ 66.90
Second Quarter......................................$ 144.00 $ 67.50
Third Quarter.......................................$ 119.00 $ 23.50
Fourth Quarter......................................$ 47.00 $ 27.50
2002
First Quarter.......................................$ 54.00 $ 32.50
Second Quarter......................................$ 53.00 $ 35.00
Third Quarter.......................................$ 40.20 $ 16.50
Fourth Quarter......................................$ 22.90 $ 9.10
2003
First Quarter.......................................$ 22.70 $ 17.00
Second Quarter (through May 2, 2003)................$ 24.26 $ 21.01
- --------------------------------------------------------------------------------
As of May 2, 2003, there were 4,024,820 Securities outstanding and
3,180,194 TIMET Shares outstanding.
Distributions on the Securities accumulate from November 26, 1996 and
are payable at the annual rate of 6.625% of the liquidation amount of $50 per
Security. Subject to the extension of distribution payment periods set forth
below, distributions are payable quarterly in arrears on each March 1, June 1,
September 1 and December 1.
The ability of the Trust to pay distributions on the Securities is
solely dependent on its receipt of interest payments from TIMET on the
Convertible Debentures. TIMET has the right to defer interest payments at any
time and from time to time on the Convertible Debentures for successive periods
not exceeding 20 consecutive quarters, during which no interest will be due and
payable. See "Section 12. Description of the Securities."
In April 2000, TIMET exercised its right to defer distributions on the
Securities. On June 1, 2001, TIMET resumed payment of distributions on the
Securities, made the scheduled payment of $3.3 million and paid the previously
deferred aggregate distributions of $13.9 million. In October 2002, TIMET again
exercised its right to defer distribution payments on the Securities, effective
beginning with the December 1, 2002 scheduled distribution payment. TIMET has
stated that it will consider resuming payment of dividends on the Securities
once the outlook for TIMET's business improves substantially.
7. Certain Information Concerning the Trust and TIMET.
Except as otherwise described in this Offer to Purchase, all of the
information concerning the Trust and TIMET contained in this Offer to Purchase
has taken from or based upon publicly available information. Purchaser does not
assume any responsibility for the accuracy or completeness of this information
or for any failure by TIMET to disclose events that may have occurred or may
affect the significance or accuracy of any such information but that are unknown
to Purchaser.
TIMET is a Delaware corporation and one of the world's leading
producers of titanium sponge, melted products (ingot and slab) and mill
products. TIMET had an estimated 20% share of worldwide industry shipments of
titanium mill products in 2002. TIMET has production facilities in the U.S. and
Europe. TIMET continues its efforts to develop new applications for titanium in
the automotive and other emerging markets to reduce the effect of the
highly-cyclical aerospace industry on its business.
The Trust is a Delaware statutory business trust. TIMET directly owns
all of the common securities issued by the Trust. The Trust exists for the sole
purpose of issuing its common securities and the Securities and holding the
Convertible Debentures.
The principal executive offices of TIMET and the Trust are located at
1999 Broadway, Suite 4300, Denver, Colorado. The telephone number at those
offices is (303) 296-5600.
8. Certain Information Concerning Purchaser.
General. Purchaser is a Delaware corporation, with its principal
offices located at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas,
Texas 75240. Purchaser's telephone number is (972) 233-1700. Purchaser's common
stock is listed for trading on The New York Stock Exchange under the symbol
"VHI."
Purchaser has operations through majority-owned subsidiaries or less
than majority-owned affiliates in the chemicals (through its 85% ownership of NL
Industries, Inc. ("NL")), component products (through its 69% ownership of CompX
International Inc. ("CompX")), waste management (through its 90% ownership of
Waste Control Specialists LLC ("Waste Control Specialists")) and titanium metals
(through its 40% ownership of TIMET) industries.
NL is the world's fifth-largest producer, and Europe's second-largest
producer, of titanium dioxide pigments or "TiO2," which are used for imparting
whiteness, brightness and opacity to a wide range of products, including paints,
plastics, paper, fibers and other "quality-of-life" products. NL had an
estimated 12% share of worldwide TiO2 sales volume in 2002. NL has production
facilities throughout Europe and North America.
CompX is a leading manufacturer of ergonomic computer support systems,
precision ball bearing slides and security products for office furniture,
computer-related applications and a variety of other products. CompX has
production facilities in North America, Europe and Asia.
Waste Control Specialists owns and operates a facility in West Texas
for the processing, treatment, storage and disposal of hazardous, toxic and
certain types of low-level radioactive wastes. Waste Control Specialists is
seeking additional regulatory authorizations to expand its treatment, storage
and disposal capabilities for low-level and mixed radioactive wastes.
Purchaser has other investments and joint ventures, including The
Amalgamated Sugar Company LLC, a manufacturer of refined sugar.
Information Regarding Directors and Executive Officers. The name and
address of the directors and executive officers of Purchaser are set forth on
Schedule I hereto.
Beneficial Ownership of Securities and TIMET Shares. As of May 2, 2003,
Harold C. Simmons may be deemed to beneficially own 1,700,000 Securities,
representing approximately 42.2% of the outstanding Securities. This is
comprised of 700,000 Securities directly owned by Contran Corporation
("Contran") and 1,000,000 Securities directly owned by Mr. Simmons' spouse.
These persons have indicated to Purchaser that they do not intend to tender
these Securities in the Offer. Assuming the conversion of only the Securities
that Mr. Simmons may be deemed to beneficially own, Mr. Simmons may be deemed to
beneficially own approximately 52.2% of the outstanding TIMET Shares. Contran
owns, directly or through subsidiaries, approximately 90% of Purchaser's common
stock. Substantially all of Contran's outstanding voting stock is held by trusts
established for the benefit of certain children and grandchildren of Mr.
Simmons, of which Mr. Simmons is sole trustee. Mr. Simmons is the Chairman of
the Board of each of Contran and Purchaser and may be deemed to control Contran,
Purchaser and TIMET. Mr. Simmons disclaims beneficial ownership of all
Securities or TIMET Shares that his spouse or Contran directly or indirectly
hold.
Except as set forth above, none of Purchaser, or, to its knowledge, any
of the persons listed in Schedule I hereto owns any Securities.
The following table and footnotes set forth the beneficial ownership,
as of May 2, 2003, of TIMET Shares held by each of the persons listed on
Schedule I hereto. All information is taken from or based upon ownership filings
made by such persons with the SEC or upon information provided by such persons.
Amount and Nature of Percent of Class
Name of Beneficial Owner Beneficial Ownership (1) (1)(2)
---------------------------------------------- ---------------------- ------------------
Thomas E. Barry.................................. -0- (3) -0-
Norman S. Edelcup................................ -0- (3) -0-
Edward J. Hardin................................. -0- (3) -0-
Glenn R. Simmons................................. 1,800 (3)(4) *
Harold C. Simmons................................ 135,460 (3)(5) 4.1%
J. Walter Tucker, Jr............................. -0- (3) -0-
Steven L. Watson................................. 2,550 (3)(4) *
William J. Lindquist............................. -0- (3) -0-
Bobby D. O'Brien................................. -0- (3) -0-
Gregory M. Swalwell.............................. -0- (3) -0-
J. Mark Hollingsworth -0- (3) -0-
Eugene K. Anderson -0- (3) -0-
A. Andrew R. Louis -0- (3) -0-
Kelly D. Luttmer 10 (3) *
- -------------------------------------------------------------------------------------------------------------
* Less than 1%.
(1) Except as otherwise noted, the listed individuals have sole investment
power and sole voting power as to all shares set forth opposite their
names. The number of shares and percentage of ownership for each person
assumes the exercise by such person or group (exclusive of the exercise
by others) of stock options that such person or group may exercise
within 60 days subsequent to May 2, 2003.
(2) The percentages are based on 3,180,194 TIMET Shares outstanding as of
May 2, 2003.
(3) Tremont LLC ("Tremont"), The Combined Master Retirement Trust (the
"Master Trust"), Contran and Purchaser directly hold approximately
39.7%, 9.0%, 2.9% and 0.1%, respectively, of the outstanding TIMET
Shares. Contran does not hold any TIMET Shares directly but holds
700,000 Securities, which are convertible into 93,730 TIMET Shares. The
percentage ownership of TIMET Shares attributable to Contran assumes
the full conversion of only the Securities that Contran directly holds.
Harold C. Simmons and all other directors and executive officers of
Purchaser disclaim beneficial ownership of all of the TIMET Shares that
Tremont, the Master Trust, Contran or Purchaser directly or indirectly
hold.
(4) The TIMET Shares shown as beneficially owned by such person include the
following number of shares such person has the right to acquire upon
the exercise of stock options granted pursuant to TIMET stock option
plans that such person or group may exercise within 60 days subsequent
to May 2, 2003:
TIMET Shares Issuable Upon
the Exercise of Stock Options
Name of Beneficial Owner On or Before July 1, 2003
------------------------ -----------------------------
Glenn R. Simmons......................... 1,000
Steven L. Watson......................... 1,500
- --------------------------------------------------------------------------------
(5) The TIMET Shares shown as beneficially owned by Harold C. Simmons
include 1,560 shares held by a trust, for which Mr. Simmons and his
wife are co-trustees and the beneficiaries of which are his wife's
grandchildren (the "Grandchildren's Trust"). Mr. Simmons shares the
power to vote and direct the disposition of the TIMET shares the
Grandchildren's Trust directly holds. The TIMET Shares shown as
beneficially owned by Harold C. Simmons also include 133,900 TIMET
Shares issuable to his wife upon conversion of the 1,000,000 Securities
that she directly owns. The percentage ownership of TIMET Shares
attributable to Mr. Simmons assumes the full conversion of only the
Securities that his wife directly holds. Mr. Simmons disclaims
beneficial ownership of any and all of such securities that his wife or
the Grandchildren's Trust directly holds.
Except as described in this Offer to Purchase, (i) none of Purchaser
nor, to its knowledge, any of the persons listed in Schedule I hereto or any
associate or majority-owned subsidiary of Purchaser or any of the persons so
listed, beneficially owns or has any right to acquire any Securities and (ii)
none of Purchaser, nor, to its knowledge, any of the persons or entities
referred to above nor any director, executive officer or subsidiary of any of
the foregoing has effected any transaction in the Securities during the past 60
days.
Certain Relationships and Transactions. The following summarizes
certain material agreements, arrangements, understandings and relationships to
which Purchaser is a party. Further information regarding these and similar
matters is contained in Purchaser's and TIMET's Proxy Statements on Schedule
14A, each of which is incorporated in this Offer to Purchase by reference.
General. As set forth above, Harold C. Simmons, through Contran, may be
deemed to control Purchaser and TIMET. Purchaser, TIMET and other entities that
may be deemed to be controlled by or affiliated with Mr. Simmons sometimes
engage in (a) intercorporate transactions such as guarantees, management and
expense sharing arrangements, shared fee arrangements, tax sharing agreements,
joint ventures, partnerships, loans, options, advances of funds on open account
and sales, leases and exchanges of assets, including securities issued by both
related and unrelated parties and (b) common investment and acquisition
strategies, business combinations, reorganizations, recapitalizations,
securities repurchases and purchases and sales (and other acquisitions and
dispositions) of subsidiaries, divisions or other business units, which
transactions have involved both related and unrelated parties and have included
transactions that resulted in the acquisition by one related party of an equity
interest in another related party. Purchaser continuously considers, reviews and
evaluates, and understands that Contran, TIMET and related entities consider,
review and evaluate, transactions of the type described above. Depending upon
the business, tax and other objectives then relevant, it is possible that
Purchaser or TIMET might be a party to one or more of such transactions in the
future. Purchaser's acquisition activities have in the past, and Purchaser's and
TIMET's acquisition activities may in the future, include participation in the
acquisition or restructuring activities conducted by other companies that may be
deemed to be controlled by Mr. Simmons. It is the policy of Purchaser, and
Purchaser understands that it is the policy of TIMET, to engage in transactions
with related parties on terms, in their respective opinions, no less favorable
to Purchaser and TIMET than could be obtained from unrelated parties.
Contran owns, directly or through subsidiaries, approximately 90% of
Purchaser's outstanding common stock. 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, of which Mr. Simmons is sole trustee.
Mr. Simmons, Chairman of the Board of each of Contran, Purchaser and NL, may be
deemed to control each of Contran, Purchaser, TIMET, NL and certain other
entities related to Contran. Mr. Simmons is a brother of Glenn R. Simmons.
Glenn R. Simmons is Vice Chairman of the Board of each of Contran and
Purchaser and is also a director of TIMET and NL. Mr. Simmons is Chairman of the
Board of each of CompX and Keystone Consolidated Industries, Inc. ("Keystone"),
an affiliate of Contran. Mr. Simmons is a brother of Harold C. Simmons.
Steven L. Watson is President and a director of Contran and is also
President, Chief Executive Officer and a director of Purchaser. Mr. Watson is
also a director of each of TIMET, NL, CompX and Keystone.
Robert D. Graham is Assistant Secretary of TIMET and Vice President of
Contran, Purchaser and Tremont. A. Andrew R. Louis is Assistant Secretary of
TIMET and Secretary and Associate General Counsel of Contran, Purchaser and
Tremont. Such individuals divide their time among the companies for which they
serve as officers. Such management interrelationships and intercorporate
relationships may lead to possible conflicts of interest. These possible
conflicts of interest may arise from the duties of loyalty owed by persons
acting as corporate fiduciaries to two or more companies under circumstances in
which such companies may have conflicts of interest.
In addition to the matters described above, each of Purchaser's
executive officers also currently serves as an executive officer of certain
other companies related to Purchaser and it is expected that each will continue
to do so in 2003. All such management interrelationships and intercorporate
relationships may lead to possible conflicts of interest. These possible
conflicts may arise from the duties of loyalty owed by persons acting as
corporate fiduciaries to two or more companies under circumstances in which such
companies may have adverse interests. No specific procedures are in place that
govern the treatment of transactions among Purchaser and its related entities,
although such entities may implement specific procedures as appropriate for
particular transactions. In addition, under applicable principles of law, in the
absence of stockholder ratification or approval by directors who may be deemed
disinterested, transactions involving contracts among companies under common
control must be fair to all companies involved. Furthermore, directors of
companies owe fiduciary duties of good faith and fair dealing to all
stockholders of the companies for which they serve.
Intercorporate Services Agreements. Purchaser and certain related
corporations have entered into certain intercorporate services agreements
(collectively, the "ISAs"). Pursuant to each ISA, the parties to the ISA, in
exchange for agreed upon fees and reimbursements of costs, agreed to render
certain services to the other, which services may include executive officer
services rendered to one party by employees of the other. The fees paid pursuant
to the ISAs are generally based upon the estimated percentage of time individual
employees, including executive officers, devote to certain matters on behalf of
the recipient of the services and the employer's cost in providing such
services. Each of the ISAs automatically extends on a quarter-to-quarter basis,
subject to termination by either party pursuant to written notice delivered 30
days prior to a quarter-end, and may be amended by mutual agreement.
During 2002 and a portion of the first quarter of 2003, TIMET and
Tremont Corporation (the predecessor to Tremont) were parties to an ISA that
provided that TIMET would render certain management, financial, tax and
administrative services to Tremont Corporation, including provision for the
reimbursement by Tremont Corporation to TIMET of a portion of the salary,
regular bonus and overhead expense for the executive officers of Tremont
Corporation. During 2002, fees for services provided by TIMET to Tremont
Corporation were approximately $0.4 million. TIMET expects to enter into an ISA
with each of Tremont and Contran to replace the former ISA with Tremont
Corporation.
TIMET and NL are parties to an ISA whereby NL makes available to TIMET
certain services with respect to TIMET's tax compliance and consulting needs and
use of NL's corporate aircraft. TIMET paid NL fees of approximately $0.4 million
for services pursuant to this ISA during 2002. This ISA is subject to automatic
renewal and may be terminated by either party pursuant to written notice
delivered at least 30 days prior to a quarter-end. TIMET expects to enter into a
similar agreement for 2003 at a reduced amount providing for comparable services
and payments.
Shareholders' Agreement. Prior to TIMET's initial public offering in
1996, TIMET, Tremont Corporation and other stockholders of TIMET at that time
entered into a shareholders' agreement (the "Shareholders' Agreement") that
provides, among other things, that so long as Tremont (as the successor to
Tremont Corporation, the only remaining shareholder party) continues to hold at
least 10% of the outstanding TIMET Shares, TIMET will not, without the approval
of Tremont, cause or permit the dissolution or liquidation of itself or any of
its subsidiaries or the filing by itself of a petition in bankruptcy, or the
commencement by TIMET of any other proceeding seeking relief from its creditors.
Registration Rights. Under the Shareholders' Agreement, Tremont (as
successor to Tremont Corporation) is entitled to certain rights with respect to
the registration under the Securities Act of 1933, as amended (the "Securities
Act"), of the TIMET Shares that Tremont holds. The Shareholders' Agreement
generally provides, subject to certain limitations, that (i) Tremont has two
rights, only one of which can be on Form S-1, to require TIMET to register under
the Securities Act an amount of not less than $25 million of registrable
securities, and (ii) if TIMET proposes to register any securities under the
Securities Act (other than a registration on Form S-4 or Form S-8, or any
successor or similar form), whether or not pursuant to registration rights
granted to other holders of its securities and whether or not for sale for its
own account, Tremont has the right to require TIMET to include in such
registration the registrable securities held by Tremont or its permitted
transferees so long as Tremont holds in excess of 5% of the outstanding TIMET
Shares (or to sell the entire balance of any such registrable securities even
though less than 5%). TIMET is obligated to pay all registration expenses in
connection with a registration under the Shareholders' Agreement. Under certain
circumstances, the number of shares included in such a registration may be
limited. TIMET has agreed to indemnify the holders of any registrable securities
to be covered by a registration statement pursuant to the Shareholders'
Agreement, as well as the holders' directors and officers and any underwriters
and selling agents, against certain liabilities, including liabilities under the
Securities Act.
Except as described in this Offer to Purchase, none of Purchaser nor,
to its knowledge, any of the persons listed in Schedule I hereto, has any
agreement, arrangement or understanding, whether or not legally enforceable,
with any other person with respect to any securities of TIMET or the Trust,
including, but not limited to, the transfer or voting of such securities, joint
ventures, loan or option arrangements, puts or calls, guaranties of loans,
guaranties against loss or the giving or withholding of proxies, consents or
authorizations. Except as described in this Offer to Purchase, there are no
material agreements, arrangements, understandings or relationships between
Purchaser and any of its executive officers, directors, controlling persons or
subsidiaries.
9. Source and Amount of Funds.
The Offer is not conditioned upon any financing arrangement. Assuming
that Purchaser purchases the maximum number of Securities sought in the Offer,
the total amount of funds required by Purchaser to consummate the Offer and to
pay related fees and expenses is estimated to be approximately $10,100,000.
Purchaser will obtain the necessary funds from available cash and from
borrowings under its revolving bank credit facility.
Purchaser has a $70 million revolving bank credit facility, which
matures in October 2003, generally bears interest at LIBOR plus 1.5% (for
LIBOR-based borrowings) or prime (for prime-based borrowings), and is
collateralized by 30 million shares of NL common stock held by Purchaser. The
agreement limits dividends and additional indebtedness of Purchaser and contains
other provisions customary in lending transactions of this type. In the event of
a change of control of Purchaser, as defined, the lenders would have the right
to accelerate the maturity of the facility. The maximum amount that may be
borrowed under the facility is limited to one-third of the aggregate market
value of the shares of NL common stock pledged as collateral. Based on NL's May
2, 2003 closing quoted market price of $17.10 per share, the 30 million shares
of NL common stock pledged under the facility provide more than sufficient
collateral coverage to allow for borrowings up to the full amount of the
facility. Purchaser would become limited to borrowing less than the full $70
million amount of the facility, or would be required to pledge additional
collateral if the full amount of the facility had been borrowed, only if NL's
stock price were to fall below approximately $7.00 per share. At May 2, 2003, no
borrowings were outstanding under this facility, letters of credit aggregating
$1.1 million had been issued and $68.9 million was available to Purchaser for
borrowing under this facility.
10. Purpose of the Offer; Other Matters.
Purpose of the Offer. The purpose of the Offer is to acquire Securities
for investment purposes. Purchaser believes that the Securities represent a
long-term investment opportunity considering the highly cyclical nature of
TIMET's business.
Purchaser believes that the Offer will give holders of the Securities a
liquidity opportunity that may not otherwise be available to them In addition,
holders who properly tender their Securities will not pay any brokerage charges
or commissions for the sale of their Securities.
If a holder tenders its Securities and Purchaser accepts such tender,
such holder will no longer have any right to receive dividend payments for any
accrued and unpaid dividends or for dividends payable after the Expiration Date
with respect to the tendered Securities. A holder will also forego any potential
price appreciation that may result from holding the Securities over time. In
addition, the Per Security Amount is substantially below the redemption price of
the Securities. While there is no assurance that TIMET will ever redeem the
Securities, if they are redeemed, it would be at a higher price than what is
currently being offered.
Purchaser Determination. Purchaser is not making any recommendation to
any holder as to whether to tender Securities and is remaining neutral towards
the Offer. Purchaser believes that this is a personal investment decision for
each holder. Each holder must make its own investment decision as to whether to
tender its Securities and, if so, how many Securities to tender. Each holder
should discuss whether to tender its Securities with its financial and tax
advisors.
Going Private Transactions. The SEC has adopted Rule 13e-3 under the
Exchange Act, which is applicable to certain "going private" transactions.
Purchaser believes that Rule 13e-3 will not be applicable to the Offer. Rule
13e-3 requires, among other things, that certain financial information
concerning TIMET and certain information relating to the fairness of the
proposed transaction and the consideration offered to minority holders in such
transaction be filed with the SEC and disclosed to holders prior to consummation
of the transaction.
Plans for TIMET and the Trust. Purchaser has no present plans or
proposals that would result in (i) an extraordinary corporate transaction, such
as a merger, reorganization, liquidation, purchase or sale or transfer of a
material amount of assets, involving the Trust or TIMET or any of its
subsidiaries, (ii) any material changes in the Trust's or TIMET's dividend rate
or policy, or indebtedness, capitalization, corporate structure, business or
composition of its management or its board of directors, or (iii) in the
delisting of TIMET Shares from The New York Stock Exchange, the termination of
the registration of the TIMET Shares under the Exchange Act or the suspension of
TIMET's obligations to file Exchange Act reports or any change in TIMET's or the
Trust's governing documents that could impede a change in control of such
entity.
Purchaser Actions Following the Tender Offer. Purchaser or its
affiliates may, following the consummation or termination of the Offer, seek to
acquire additional Securities or other securities of TIMET through open market
purchases, privately negotiated transactions, a tender offer or exchange offer
or otherwise, upon such terms and at such prices as they may determine, which
may be more or less than the price paid in the Offer. The decision to purchase
additional Securities or other securities of TIMET will depend upon many
factors, including the market price of such securities, the results of the
Offer, the business and financial position of Purchaser and general economic and
market conditions. Any such purchase may be on the same terms or on terms more
or less favorable to holders than the terms of the Offer. Purchaser currently
intends to retain any Securities acquired in the Offer. Purchaser expressly
reserves the right to sell or otherwise dispose of all or part of its Security
position and may do so at any time permitted under applicable law.
Because Purchaser may be deemed to control TIMET, Purchaser could take
action to cause TIMET to redeem the Securities at some future date. However,
Purchaser does not presently intend to do so. Furthermore, it is possible that,
as a result of the Offer, Purchaser and its affiliates may beneficially own a
majority of the outstanding Securities. The holders of a majority of the
Securities have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the trustee under the indenture relating
to the Guarantee or to direct the exercise of any trust or power conferred upon
such trustee under the Guarantee. In addition, the holders of a majority of the
Securities have the right to direct the time, method, and place of conducting
any proceeding for any remedy available to certain trustees under the Trust's
Declaration of Trust or to direct the exercise of any trust or power conferred
upon such trustees under the Declaration of Trust, including the right to direct
such trustees to exercise the remedies available to it as a holder of the
Convertible Debentures. In addition, termination of the Trust requires the
consent of at least a majority of the Securities. The maturity date of the
Securities cannot be changed, the principal amount and interest rate of the
Securities cannot be reduced and the time when interest is due on the Securities
cannot be extended, in each case without the consent of all of the holders of
the Securities.
11. Conditions of the Offer.
Notwithstanding any other provision of the Offer, Purchaser is not
required to accept for payment any Securities tendered pursuant to the Offer,
and may extend, terminate or amend the Offer if, at any time prior to the
Expiration Date, any of the following conditions exist:
o any statute, rule, regulation, judgment, order, stay, decree
or injunction shall have been threatened, proposed, sought,
promulgated, enacted, entered, enforced, or deemed to be
applicable by any court or governmental regulatory or
administrative agency, authority or tribunal, domestic or
foreign, which, in Purchaser's sole judgment, would or might
directly or indirectly prohibit, prevent, restrict or delay
the consummation of the Offer, including any such event that
would make the Offer illegal;
o Purchaser shall have determined that the acceptance for
payment of, or payment for, some or all of the Securities
would violate, conflict with or constitute a breach of any
order, statute, law, rule, regulation, executive order,
decree, or judgment of any court to which Purchaser, TIMET or
the Trust may be bound or subject;
o there shall have occurred (a) any general suspension of,
shortening of hours for or limitation on prices for trading in
securities on The New York Stock Exchange or in the
over-the-counter market (whether or not mandatory); (b) any
significant adverse change in the United States' securities or
financial markets; (c) a significant impairment in the trading
market for debt securities; (d) a declaration of a banking
moratorium or any suspension of payments in respect of banks
by federal or state authorities in the United States (whether
or not mandatory); (e) the commencement of a war, armed
hostilities or other national or international emergency or
crisis; (f) any limitation (whether or not mandatory) by any
governmental authority on, or other event having a reasonable
likelihood of affecting, the extension of credit by banks or
other lending institutions in the United States; (g) any
significant change in United States currency exchange rate or
a suspension of, or limitation on, the markets therefor
(whether or not mandatory); (h) any significant adverse change
in the market price or rating of the Securities, the TIMET
Shares or Purchaser's common stock; or (i) in the case of any
of the foregoing existing at the time of the commencement of
the Offer, a significant acceleration or worsening thereof;
o the trustee under the indenture relating to the guarantee of
the Securities or the trustee under the declaration of trust
of the Trust shall have objected in any respect to, or taken
any action that could, in Purchaser's sole judgment, adversely
affect the consummation of the Offer, or shall have taken any
action that challenges the validity or effectiveness of the
procedures used by Purchaser in making the Offer or the
acceptance of or payment for any of the Securities;
o there shall have occurred, exist or be likely to occur or
exist any event or series of events or condition that, in
Purchaser's sole judgment, (a) could prohibit, prevent,
restrict or delay consummation of the Offer; (b) will, or is
reasonably likely to, impair the contemplated benefits of the
Offer to Purchaser or otherwise result in the consummation of
the Offer not being, or not being reasonably likely to be, in
Purchaser's best interest; or (c) materially and adversely
affect Purchaser's and its subsidiaries' business, assets,
condition (financial or otherwise), income, operations or
prospects or stock ownership, taken as a whole, or otherwise
materially impair in any way the contemplated future conduct
of Purchaser's business;
o a tender or exchange offer for any or all of the Securities
(other than this Offer), or any merger, acquisition proposal,
business combination, tender offer or other similar
transaction with Purchaser or TIMET involving such company has
been proposed, announced or made by any person or has been
publicly disclosed;
o Purchaser shall have learned that a person or "group" (within
the meaning of Section 13(d)(3) of the Exchange Act) shall
have acquired or proposed to acquire beneficial ownership of
more than 5% of the outstanding TIMET Shares, or any new group
shall have been formed that beneficially owns more than 5% of
the outstanding TIMET Shares; or
o there shall have been filed by any person or group a
Notification and Report Form under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 reflecting an intent to
acquire TIMET or any of its capital stock.
The foregoing conditions are for the sole benefit of Purchaser and may
be asserted by Purchaser regardless of the circumstances giving rise to any such
condition or may be waived by Purchaser in whole or in part at any time and from
time to time in its sole discretion. The failure by Purchaser at any time to
exercise any of the foregoing rights will not be deemed a waiver of any such
right; the waiver of any such right with respect to particular facts and other
circumstances will not be deemed a waiver with respect to any other facts and
circumstances; and each such right will be deemed an ongoing right that may be
asserted at any time and from time to time. All conditions to the Offer, other
than the condition involving receipt of necessary governmental approvals, must
be satisfied or waived prior to the Expiration Date.
12. Description of the Securities.
The Trust issued and sold 4,025,000 Securities on November 26, 1996 in
transactions exempt from the registration requirements of the Securities Act.
The Securities were subsequently registered under the Securities Act pursuant to
a registration statement on Form S-1 (Registration No. 333-18829), dated
December 26, 1996, as amended (the "Registration Statement").
The payment of distributions out of moneys held by the Trust and
payments on liquidation of the Trust or the redemption of Securities, as set
forth below, are guaranteed by TIMET to the extent described below.
The following is a summary of certain of the material terms and
conditions of the Securities and is subject to, and qualified in its entirety by
reference to, the declaration of trust of the Trust, as amended and restated,
executed by TIMET as sponsor of the Trust, and the trustees of the Trust, which
is included as an exhibit to the Registration Statement.
Distributions. Distributions on the Securities accumulate from November
26, 1996 and are payable at the annual rate of 6.625% of the liquidation amount
of $50 per Security. Subject to the extension of distribution payment periods
described below, distributions are payable quarterly in arrears on each March 1,
June 1, September 1 and December 1, commencing March 1, 1997. Because income
accruing with respect to the Securities constitutes interest for federal income
tax purposes, corporate holders thereof will not be entitled to a
dividends-received deduction for any distributions received on the Securities.
Option to Extend Distribution Payment Periods. The ability of the Trust
to pay distributions on the Securities is solely dependent on its receipt of
interest payments from TIMET on the Convertible Debentures. TIMET has the right
to defer interest payments at any time and from time to time on the Convertible
Debentures for successive periods not exceeding 20 consecutive quarters (each,
an "Extension Period"), during which no interest shall be due and payable;
provided that no such Extension Period may extend beyond the maturity date of
the Convertible Debentures. As a consequence of any such extension, quarterly
distributions on the Securities will not be made by the Trust (but will continue
to accumulate, compounded quarterly at the distribution rate) during any such
Extension Period. TIMET will give written notice of its deferral of an interest
payment to the Trust and shall cause the Trust to give such notice to the
holders of the Securities. Because TIMET has the right to defer payments of
interest for one or more periods of up to 20 consecutive quarters each, all of
the stated interest payments on the Convertible Debentures will be treated as
OID. Holders of the Securities must include that OID (which OID continues to
accrue during an Extension Period) in income daily on an economic accrual basis
before the receipt of cash attributable to the interest, regardless of their
method of tax accounting. Moreover, if a holder of a Security converts such
security into TIMET Shares during an Extension Period, such holder will not be
entitled to receive, subject to certain exceptions, any accumulated and unpaid
distributions with respect to such security.
Rights Upon Extension of Distribution Payment Periods. During any
Extension Period, interest on the Convertible Debentures will compound quarterly
and quarterly distributions (compounded quarterly at the distribution rate) will
accumulate on the Securities, and TIMET has agreed, among other things, (a) not
to declare or pay dividends on, or make a distribution with respect to, or
redeem, purchase or acquire, or make a liquidation payment with respect to, any
of its capital stock (other than (i) purchases or acquisitions of TIMET Shares
in connection with the satisfaction by TIMET of its obligations under any
employee benefit plans or the satisfaction by TIMET of its obligations pursuant
to any contract or security requiring TIMET to purchase TIMET Shares, (ii) as a
result of a reclassification of TIMET's capital stock or the exchange or
conversion of one class or series of TIMET's capital stock for another class or
series of TIMET's capital stock or (iii) the purchase of fractional interests in
shares of TIMET's capital stock pursuant to the conversion or exchange
provisions of such capital stock or the security being converted or exchanged),
(b) not to make any payment of interest, principal or premium, if any, on or
repay, repurchase or redeem any debt securities (including guarantees) issued by
TIMET that rank pari passu with or junior to the Convertible Debentures and (c)
not to make any guarantee payments with respect to the foregoing (other than
pursuant to the Guarantee).
Conversion into TIMET Shares. Each Security is convertible at the
option of the holder into TIMET Shares, at a conversion rate of .1339 of a TIMET
Share for each Security (as adjusted for TIMET's one-for-ten reverse stock split
that became effective after the close of trading on February 14, 2003), subject
to further adjustment in certain circumstances. In connection with any
conversion of a Security, the conversion agent will exchange such Security for
the appropriate principal amount of Convertible Debentures held by the Trust and
immediately convert such Convertible Debentures into TIMET Shares. No fractional
TIMET Shares will be issued as a result of conversion, but in lieu thereof such
fractional interest will be paid by TIMET in cash. In addition, no additional
TIMET Shares will be issued upon conversion of the Securities to account for any
accumulated and unpaid distributions on the Securities at the time of
conversion; provided, however, that any holder of Securities who delivers such
Securities for conversion after receiving a notice of redemption from the
applicable trustee during an Extension Period will be entitled to receive all
accumulated and unpaid distributions to the date of conversion.
Liquidation Amount. In the event of the liquidation of the Trust,
holders will be entitled to receive the liquidation amount of $50 per Security
plus an amount equal to any accumulated and unpaid distributions thereon to the
date of payment, unless Convertible Debentures are distributed to such holders
as a liquidating distribution upon dissolution.
Redemption. The Convertible Debentures became redeemable for cash, at
the option of TIMET, in whole or in part, from time to time, on December 1,
1999. Upon any redemption of the Convertible Debentures, Securities having an
aggregate liquidation amount equal to the aggregate principal amount of the
Convertible Debentures so redeemed will be redeemed on a pro rata basis at a
redemption price corresponding to the redemption price of the Convertible
Debentures plus accrued and unpaid interest thereon (the "Redemption Price").
The Securities do not have a stated maturity date, although they are subject to
mandatory redemption upon the repayment of the Convertible Debentures at their
stated maturity of December 1, 2026, upon acceleration of the Convertible
Debentures, or upon early redemption of the Convertible Debentures.
The following are the Redemption Prices (expressed as percentages of
the principal amount of the Convertible Debentures) for redemption during the
12-month period beginning December 1:
Year Redemption Prices
---- -----------------
2002 102.6500%
2003 101.9875%
2004 101.3250%
2005 100.6625%
and 100% if redeemed on or after December 1, 2006.
Guarantee. Pursuant to the Guarantee, TIMET irrevocably guaranteed, on
a subordinated basis and to the extent set forth herein, the payment in full of
(i) any accumulated and unpaid distributions on the Securities to the extent of
funds of the Trust available therefor, (ii) the amount payable upon redemption
of the Securities to the extent of funds of the Trust available therefor and
(iii) generally, the liquidation amount of the Securities to the extent of the
assets of the Trust available for distribution to holders of Securities. The
Guarantee is unsecured and is (i) subordinate and junior in right of payment to
all other liabilities of TIMET except any liabilities that may be made pari
passu expressly by their terms, (ii) pari passu with the most senior preferred
stock, if any, issued from time to time by TIMET and with any guarantee now or
hereafter entered into by TIMET in respect of any preferred or preference stock
or preferred securities of any affiliate of TIMET, (iii) senior to the TIMET
Shares and (iv) effectively subordinated to all existing and future indebtedness
and liabilities, including trade payables, of TIMET's subsidiaries. Upon the
liquidation, dissolution or winding up of TIMET, its obligations under the
Guarantee will rank junior to all of its other liabilities, except as aforesaid,
and, as a result, funds may not be available for payment under the Guarantee.
Voting Rights. Generally, holders of the Securities have no voting
rights.
Tax Event Redemption; Distribution Upon a Tax Event or Investment
Company Event. Upon the occurrence of a Tax Event or an Investment Company Event
(each as defined below), except in certain limited circumstances, TIMET will
cause the applicable trustees to liquidate the Trust and cause Convertible
Debentures to be distributed to the holders of the Securities. In certain
circumstances involving a Tax Event, TIMET will have the right to redeem the
Convertible Debentures, in whole (but not in part), at 100% of the principal
amount plus accrued and unpaid interest, in lieu of a distribution of the
Convertible Debentures, in which event the Securities will be redeemed at the
Redemption Price. "Tax Event" means that the trustees shall have received an
opinion of nationally recognized independent tax counsel experienced in such
matters (a "Dissolution Tax Opinion") to the effect that as a result of (a) any
amendment to, or change (including any announced prospective change) in, the
laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, (b) any amendment to, or
change in, an interpretation or application of any such laws or regulations by
any legislative body, court, governmental agency or regulatory authority
(including the enactment of any legislation and the publication of any judicial
decision or regulatory determination), (c) any interpretation or pronouncement
that provides for a position with respect to such laws or regulations that
differs from the theretofore generally accepted position or (d) any action taken
by any governmental agency or regulatory authority, which amendment or change is
enacted, promulgated or issued or which interpretation or pronouncement is
issued or adopted or which action is taken, in each case, after November 20,
1996 (collectively, a "Change in Tax Law"), there is more than an insubstantial
risk that (i) the Trust is, or will be within 90 days of the date thereof,
subject to federal income tax with respect to income accrued or received on the
Convertible Debentures, (ii) the Trust is, or will be within 90 days of the date
thereof, subject to more than a de minimis amount of other taxes, duties or
other governmental charges or (iii) interest payable by TIMET to the Trust on
the Convertible Debentures is not, or within 90 days of the date thereof will
not be, deductible by TIMET for federal income tax purposes (determined without
regard to the use made by TIMET of the proceeds of the Convertible Debentures).
Notwithstanding anything in the previous sentence to the contrary, a Tax Event
shall not include any Change in Tax Law that requires TIMET for federal income
tax purposes to defer taking a deduction for any OID that accrues with respect
to the Convertible Debentures until the interest payment related to such OID is
paid in money; provided that such Change in Tax Law does not create more than an
insubstantial risk that TIMET will be prevented from taking a deduction for OID
accruing with respect to the Convertible Debentures at a date that is no later
than the date the interest payment related to such OID is actually paid by TIMET
in money. "Investment Company Event" means that the trustees shall have received
an opinion of nationally recognized independent counsel experienced in practice
under the Investment Company Act of 1940, as amended (the "Investment Company
Act"), to the effect that, as a result of the occurrence of a change in law or
regulation or a change in interpretation or application of law or regulation by
any legislative body, court, governmental agency or regulatory authority (a
"Change in Investment Company Law"), there is more than an insubstantial risk
that the Trust is or will be considered an "investment company" which is
required to be registered under the Investment Company Act, which Change in
Investment Company Law became effective on or after November 20, 1996.
13. Certain Legal Matters and Regulatory Approvals.
General. Based upon Purchaser's review of publicly available
information regarding TIMET, Purchaser is not aware of (i) any license or other
regulatory permit that appears to be material to the business of TIMET or any of
its subsidiaries, taken as a whole, which might be adversely affected by the
acquisition of Securities by Purchaser pursuant to the Offer or (ii) except as
described below, of any approval or other action by any domestic (federal or
state) or foreign governmental authority that would be required prior to the
acquisition of Securities by Purchaser pursuant to the Offer. Should any such
approval or other action be required, it is Purchaser's present intention to
seek such approval or action. Purchaser does not currently intend, however, to
delay the purchase of Securities tendered pursuant to the Offer pending the
outcome of any such action or the receipt of any such approval (subject to
Purchaser's right to decline to purchase Securities if any of the conditions in
"Section 11. Conditions of the Offer" has occurred). There can be no assurance
that any such approval or other action, if needed, would be obtained without
substantial conditions or that adverse consequences might not result to the
business of TIMET or Purchaser or that certain parts of the business of TIMET or
Purchaser might not have to be disposed of or held separate or other substantial
conditions complied with in order to obtain such approval or other action or in
the event that such approval was not obtained or such other action was not
taken. Purchaser's obligation under the Offer to accept for payment and pay for
Securities is subject to certain conditions, including conditions relating to
the legal matters discussed in this "Section 13. Certain Legal Matters and
Regulatory Approvals." See "Section 11. Conditions of the Offer" for the
conditions of the Offer.
State Takeover Laws. A number of states have adopted laws and
regulations applicable to attempts to acquire securities of corporations which
are incorporated, or have substantial assets, holders, principal executive
offices or principal places of business, or whose business operations otherwise
have substantial economic effects, in such states. In Edgar v. MITE Corp., the
Supreme Court of the United States invalidated on constitutional grounds the
Illinois Business Takeover Statute, which, as a matter of state securities law,
made takeovers of corporations meeting certain requirements more difficult.
However, in 1987, in CTS Corp. v. Dynamics Corp. of America, the Supreme Court
of the United States held that the State of Indiana may, as a matter of
corporate law and, in particular, with respect to those aspects of corporate law
concerning corporate governance, constitutionally disqualify a potential
acquiror from voting on the affairs of a target corporation without the prior
approval of the remaining holders. The state law before the Supreme Court was by
its terms applicable only to corporations that had a substantial number of
holders in the state and were incorporated there.
TIMET, directly or through its subsidiaries, conducts business in a
number of states throughout the United States, some of which have enacted
takeover laws. Purchaser does not know whether any of these laws will, by their
terms, apply to the Offer and it has not complied with any such laws. Should any
person seek to apply any state takeover law, Purchaser will take such action as
it then appears desirable, which may include challenging the validity or
applicability of any such statute in appropriate court proceedings. In the event
it is asserted that one or more state takeover laws is applicable to the Offer,
and an appropriate court does not determine that it is inapplicable or invalid
as applied to the Offer, Purchaser might be required to file information with,
or receive approvals from, the relevant state authorities. In addition, if
enjoined, Purchaser might be unable to accept for payment any Securities
tendered pursuant to the Offer, or be delayed in continuing or consummating the
Offer. In such case, Purchaser may not be obligated to accept for payment any
Securities tendered. See "Section 11. Conditions of the Offer."
Antitrust Compliance, Purchaser believes that the Offer may be
consummated without notification being given or information being furnished to
the Federal Trade Commission (the "FTC") or the Antitrust Division of the
Department of Justice (the "Antitrust Division") pursuant to the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), and that no waiting period requirements under the HSR Act are applicable
to the Offer. At any time, however, before or after the purchase of Securities
pursuant to the Offer, the FTC or the Antitrust Division could take such action
under the antitrust laws as it deems necessary or desirable in the public
interest, including seeking to enjoin the purchase of Securities pursuant to the
Offer or seeking the divestiture of Securities purchased by Purchaser or the
divestiture of substantial assets of Purchaser, TIMET or their respective
subsidiaries. Private parties and state attorneys general may also bring legal
action under federal or state antitrust laws under certain circumstances. Based
upon an examination of information available to Purchaser relating to the
businesses in which Purchaser, TIMET and their respective subsidiaries are
engaged, Purchaser believes that the Offer will not violate the antitrust laws.
Nevertheless, there can be no assurance that a challenge to the Offer on
antitrust grounds will not be made or, if such a challenge is made, what the
result would be. See "Section 11. Conditions of the Offer" for the conditions to
the Offer, including conditions with respect to litigation.
14. Fees and Expenses.
Except as set forth below, Purchaser will not pay any fees or
commissions to any broker, dealer or other person for soliciting tenders of
Securities pursuant to the Offer.
Purchaser has retained Innisfree M&A Incorporated as the Information
Agent, and Computershare Trust Company of New York as the Depositary, in
connection with the Offer. The Information Agent may contact holders of
Securities by mail, telephone, telex, telecopy, telegraph and personal interview
and may request banks, brokers, dealers and other nominee holders to forward
materials relating to the Offer to beneficial owners of Securities. As
compensation for acting as Information Agent in connection with the Offer,
Purchaser will pay the Information Agent reasonable and customary compensation
for its services in connection with the Offer, plus reimbursement for
out-of-pocket expenses, and will indemnify the Information Agent against certain
liabilities and expenses in connection therewith, including certain liabilities
under the federal securities laws.
Purchaser will pay the Depositary reasonable and customary compensation
for its services in connection with the Offer, plus reimbursement for
out-of-pocket expenses, and will indemnify the Depositary against certain
liabilities and expenses in connection therewith, including under federal
securities laws. Brokers, dealers, commercial banks and trust companies will be
reimbursed by Purchaser for customary handling and mailing expenses incurred by
them in forwarding material to their customers.
15. Miscellaneous.
Available Information. Purchaser and TIMET each file reports, proxy
statements and other information with the SEC. Holders can obtain copies of
those reports, proxy statements and other information:
o at the Public Reference Room of the SEC, Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549;
o from the Internet site that the SEC maintains at
http://www.sec.gov, which contains reports, proxy and
information statements and other information regarding issuers
that file electronically with the SEC; and
o at the offices of The New York Stock Exchange at 20 Broad
Street, New York, New York 10005.
TIMET maintains an Internet website at www.timet.com. TIMET's Annual
Reports for the years ended December 31, 2002, 2001 and 2000, TIMET's Quarterly
Reports on Form 10-Q for 2003, 2002, and 2001, any Current Reports on Form 8-K
for 2003 and 2002, and any amendments thereto, are or will be available free of
charge at such website as soon as reasonably practicable after they are filed or
furnished, as applicable, with the SEC.
Purchaser does not maintain a website on the Internet. Purchaser will
provide to anyone without charge copies of its Annual Report on Form 10-K for
the year ended December 31, 2002, its Quarterly Report on Form 10-Q for 2002 and
2003 and any Current Reports on Form 8-K for 2002 and 2003, and any amendments
thereto, as soon as they are filed with the SEC upon written request to
Purchaser. Such requests should be directed to the attention of Corporate
Secretary at Purchaser's address noted above.
Holders may obtain information on the operation of the SEC's Public
Reference Room by calling the SEC at 1-800-SEC-0330.
Pursuant to Rule 14d-3 of the General Rules and Regulations under the
Exchange Act, Purchaser has filed with the SEC a Tender Offer Statement on
Schedule TO (the "Schedule TO"), together with exhibits, furnishing certain
additional information with respect to the Offer. The Schedule TO and any
amendments thereto, including exhibits, may be inspected at, and copies may be
obtained from, the same places and in the same manner as set forth above.
Documents Incorporated by Reference. The following documents have been
filed with the SEC and are incorporated in this Offer to Purchase by reference:
Purchaser SEC Filings (File No. 1-5467) Period
--------------------------------------- ------
Schedule TO Dated May 5, 2003
Annual Report on Form 10-K Year ended December 31, 2002
Proxy Statement on Schedule 14A Filed on April 9, 2003
Period
TIMET SEC Filings (File No. 1-14368) ------
Section entitled "Description of the
Convertible Preferred Securities"
in the Registration Statement on Form S-1,
as amended (Registration No. 333-18829) Dated December 26, 1996
Annual Report on Form 10-K Year ended December 31, 2002
Proxy Statement on Schedule 14A Filed on April 8, 2003
Current Reports on Form 8-K Dated April 2, 2003 and April 14, 2003
All documents filed by Purchaser or TIMET pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
Expiration Time shall be deemed to be incorporated by reference into this Offer
to Purchase and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Offer to Purchase to the extent that a statement contained herein or in any
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Offer to Purchase. Purchaser will provide without
charge to each person, including any beneficial owner to whom this Offer to
Purchase has been delivered, upon written or oral request of such person, a copy
of any and all of the documents referred to above that have been or may be
incorporated by reference herein, other than exhibits to such documents (unless
such exhibits are specifically incorporated by reference herein). Requests for
such copies should be directed to the Information Agent at the address and
telephone number on the last page of this Offer to Purchaser.
Margin Regulations. The Securities are not currently "margin
securities," as such term is defined under the rules of the Board of Governors
of the Federal Reserve System.
Other Matters. The Offer is being made solely by this Offer to Purchase
and the related Letter of Transmittal and is being made to holders of
Securities. Purchaser is not aware of any jurisdiction where the making of the
Offer or the acceptance of Securities pursuant thereto is prohibited by any
administrative or judicial action or by any valid state statute. If Purchaser
becomes aware of any valid state statute prohibiting the making of the Offer or
the acceptance of Securities pursuant thereto, Purchaser will make a good faith
effort to comply with any such state statute. If, after such good faith effort,
Purchaser cannot comply with any such state statute, the Offer will not be made
to (nor will tenders be accepted from or on behalf of) the holders of Securities
in such state. In any jurisdiction where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer, the Offer will be
deemed to be made on behalf of Purchaser by the one or more registered brokers
or dealers licensed under the laws of such jurisdiction.
Purchaser has not authorized any person to give any information or make
any representation on its behalf not contained in this Offer to Purchase or in
the Letter of Transmittal, and if given or made, holders of Securities should
not rely on such information or representation as having been authorized.
VALHI, INC.
Dated: May 5, 2003
SCHEDULE I
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS
OF PURCHASER
The name of each director and executive officer of Purchaser is listed
below. The current business address of each person is c/o Valhi, Inc., Three
Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240.
Name Positions and Offices Held with Purchaser
Thomas E. Barry Director
Norman S. Edelcup Director
Edward J. Hardin Director
Glenn R. Simmons Vice Chairman of the Board
Harold C. Simmons Chairman of the Board
J. Walter Tucker, Jr., Director
Steven L. Watson President and Chief Executive Officer and
Director
William J. Lindquist Senior Vice President
Bobby D. O'Brien Vice President, Chief Financial Officer and
Treasurer
Robert D. Graham Vice President
J. Mark Hollingsworth Vice President and General Counsel
Gregory M. Swalwell Vice President and Controller
Eugene K. Anderson Vice President and Assistant Treasurer
A. Andrew R. Louis Secretary
Kelly D. Luttmer Tax Director
- --------------------------------------------------------------------------------
The Letter of Transmittal, manually signed, and certificates evidencing
Securities and any other required documents should be sent or delivered by each
holder or such holder's broker, dealer, commercial bank, trust company or other
nominee to the Depositary at its address set forth below.
The Depositary for the Offer is:
[COMPUTERSHARE LOGO OMITTED]
By Mail: By Facsimile Transmission: By Hand or Overnight Courier:
Computershare Trust Company For Eligible Institutions Only: Computershare Trust Company
of New York (212) 701-7636 of New York
Wall Street Station Wall Street Plaza
P.O. Box 1010 For Confirmation Only Telephone: 88 Pine Street, 19th Floor
New York, NY 10268-1010 (212) 701-7624 New York, NY 10005
Questions or requests for assistance may be directed to the Information
Agent at its address and telephone number listed below. Additional copies of
this Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed
Delivery may be obtained from the Information Agent. A holder may also contact
brokers, dealers, commercial banks or trust companies for assistance concerning
the Offer.
The Information Agent for the Offer is:
[INNSFREE M&A INCORPORATED LOGO OMITTED]
501 Madison Avenue, 20th Floor
New York, NY 10022
Call Toll Free: (888) 750-5834
Banks and Brokers Call Collect: (212) 750-5833
Exhibit (a)(2)
LETTER OF TRANSMITTAL
To Tender 6 5/8% Convertible Preferred Securities
Beneficial Unsecured Convertible Securities
(Including the Associated Guarantee)
of
TIMET Capital Trust I
at
$10.00 Net Per Security
by
Valhi, Inc.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, JUNE 2,
2003, UNLESS THE OFFER IS EXTENDED.
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The Depositary for the Offer is:
[COMPUTERSHARE LOGO OMITTED]
By Mail: By Facsimile Transmission: By Hand or Overnight Courier:
Computershare Trust Company For Eligible Institutions Only: Computershare Trust Company
of New York (212) 701-7636 of New York
Wall Street Station Wall Street Plaza
P.O. Box 1010 For Confirmation Only Telephone: 88 Pine Street, 19th Floor
New York, NY 10268-1010 (212) 701-7624 New York, NY 10005
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OTHER THAN AS SET
FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
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DESCRIPTION OF SECURITIES TENDERED
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Name(s) and Address(es) of Registered Holder(s)
(Please fill in, if blank, exactly as name(s) appear Security Certificate(s) and Securities Tendered
on Security Certificate(s)) (Attach additional list if necessary)
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Total Number of
Security Securities Number of
Certificate Represented by Securities
Number(s)* Certificate(s)* Tendered**
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Total
Securities
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* Need not be completed by holders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Securities
represented by any certificates delivered to the Depositary are being
tendered. See Instruction 4.
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This Letter of Transmittal is to be completed by holders of Securities
(as defined below) either if certificates evidencing Securities are to be
forwarded herewith or if delivery of Securities is to be made by book-entry
transfer to an account maintained by the Depositary at The Depository Trust
Company ("DTC") pursuant to the procedures set forth in "Section 3. Procedures
for Accepting the Offer and Tendering Securities" of the Offer to Purchase.
Delivery of documents to DTC does not constitute delivery to the Depositary.
Holders whose certificates evidencing Securities ("Security
Certificates") are not immediately available or who cannot deliver their
Security Certificates and all other documents required hereby to the Depositary
prior to the Expiration Date (as defined in "Section 1. Terms of the Offer;
Expiration Date" of the Offer to Purchase) or who cannot complete the procedure
for delivery by book-entry transfer on a timely basis and who wish to tender
their Securities must do so pursuant to the guaranteed delivery procedure
described in "Section 3. Procedures for Accepting the Offer and Tendering
Securities" of the Offer to Purchase. See Instruction 2.
|_| Check here if Securities are being delivered by book-entry transfer to
the Depositary's account at DTC and complete the following:
Name of Tendering Institution:
---------------------------------------
Account Number:
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Transaction Code Number:
-------------------------------------------
|_| Check here if Securities are being tendered pursuant to a Notice of
Guaranteed Delivery previously sent to the Depositary and complete the
following:
Name(s) of Registered Holder(s):
------------------------------------
Window Ticket No. (if any):
-----------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
------------------
Name of Institution that Guaranteed Delivery:
-------------------------
If delivery is by book-entry transfer, give the following information:
Account Number:
------------------------------------------------------
Transaction Code Number:
---------------------------------------------
NOTE: YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE
BELOW AND COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW. PLEASE READ THE
ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to Valhi, Inc., a Delaware corporation
("Purchaser"), 6 5/8% Convertible Preferred Securities, Beneficial Unsecured
Convertible Securities, liquidation preference $50 per security (the
"Securities"), which represent undivided beneficial ownership interests in the
assets of TIMET Capital Trust I, a Delaware statutory business trust, pursuant
to Purchaser's offer to purchase up to 1,000,000 Securities at $10.00 per
Security, net to the seller in cash, without interest, upon the terms and
subject to the conditions described in the Offer to Purchase dated May 5, 2003
(the "Offer to Purchase"), receipt of which is hereby acknowledged, and in this
Letter of Transmittal (which, together with the Offer to Purchase and any
amendments or supplements hereto or thereto, collectively constitute the
"Offer"). The Securities include the associated guarantee by Titanium Metals
Corporation, a Delaware corporation ("TIMET"). The undersigned understands that
Purchaser reserves the right to transfer or assign, in whole or from time to
time in part, to one or more of its affiliates, the right to purchase all or any
portion of the Securities tendered pursuant to the Offer.
Upon the terms and subject to the conditions of the Offer (and if the
Offer is extended or amended, the terms of any such extension or amendment), and
subject to, and effective upon, acceptance for payment of Securities tendered
herewith, in accordance with the terms of the Offer, the undersigned hereby
sells, assigns and transfers to or upon the order of Purchaser all right, title
and interest in and to all Securities that are being tendered hereby, all
accrued and unpaid dividends and distributions on the Securities and all
dividends, distributions (including, without limitation, distributions of
additional Securities) and rights declared, paid or distributed in respect of
such Securities on or after May 5, 2003 (collectively, "Distributions") and
irrevocably appoints the Depositary the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Securities (and all
Distributions), with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (i) deliver
Security Certificates evidencing such Securities (and all Distributions), or
transfer ownership of such Securities (and all Distributions) on the account
books maintained by DTC, together, in either case, with all accompanying
evidences of transfer and authenticity, to or upon the order of Purchaser, (ii)
present such Securities (and all Distributions) for transfer on the books of
TIMET and (iii) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Securities (and all Distributions), all in
accordance with the terms of the Offer.
By executing this Letter of Transmittal, the undersigned hereby
irrevocably appoints Robert D. Graham, J. Mark Hollingsworth and A. Andrew R.
Louis, and each of them, as the attorneys and proxies of the undersigned, each
with full power of substitution, to vote in such manner as each such attorney
and proxy or his substitute, in his sole discretion, deems proper and otherwise
act (by written consent or otherwise) with respect to all Securities tendered
hereby which have been accepted for payment by Purchaser prior to the time of
such vote or other action and all Securities and other securities issued in
Distributions in respect of such Securities, which the undersigned is entitled
to vote at any meeting of holders of Securities (whether annual or special and
whether or not an adjourned or postponed meeting) or consent in lieu of any such
meeting or otherwise. This proxy and power of attorney is coupled with an
interest in Securities tendered hereby, is irrevocable and is granted in
consideration of, and is effective upon, the acceptance for payment of such
Securities by Purchaser in accordance with other terms of the Offer. Such
acceptance for payment will revoke all other proxies and powers of attorney
granted by the undersigned at any time with respect to such Securities (and all
Securities and other securities issued in Distributions in respect of such
Securities), and no subsequent proxies, powers of attorney, consents or
revocations may be given by the undersigned with respect thereto (and if given
will not be deemed effective). The undersigned understands that, in order for
Securities to be deemed validly tendered, immediately upon Purchaser's
acceptance of such Securities for payment, Purchaser must be able to exercise
rights with respect to such Securities (and any and all Distributions).
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer Securities
tendered hereby and all Distributions, that when such Securities are accepted
for payment by Purchaser, Purchaser will acquire good, marketable and
unencumbered title thereto and to all Distributions, free and clear of all
liens, restrictions, charges and encumbrances, and that none of such Securities
and Distributions will be subject to any adverse claim. The undersigned, upon
request, will execute and deliver all additional documents deemed by the
Depositary or Purchaser to be necessary or desirable to complete the sale,
assignment and transfer of Securities tendered hereby. In addition, the
undersigned will remit and transfer promptly to the Depositary for the account
of Purchaser all Distributions in respect of Securities tendered hereby,
accompanied by appropriate documentation of transfer, and pending such
remittance and transfer or appropriate assurance thereof, Purchaser will be
entitled to all rights and privileges as owner of each such Distribution and may
withhold the entire purchase price of Securities tendered hereby, or deduct from
such purchase price, the amount or value of such Distribution as determined by
Purchaser in its sole discretion.
No authority herein conferred or agreed to be conferred will be
affected by, and all such authority will survive, the death or incapacity of the
undersigned. All obligations of the undersigned hereunder will be binding upon
the heirs, personal representatives, successors and assigns of the undersigned.
Except as stated in the Offer to Purchase, this tender is irrevocable.
The undersigned understands that the valid tender of Securities
pursuant to any one of the procedures described in "Section 3. Procedures for
Accepting the Offer and Tendering Securities" of the Offer to Purchase and in
the Instructions hereto will constitute the undersigned's acceptance of the
terms and conditions of the Offer. Purchaser's acceptance of such Securities for
payment will constitute a binding agreement between the undersigned and
Purchaser upon the terms and subject to the conditions of the Offer (and if the
Offer is extended or amended, the terms or conditions of any such extension or
amendment).
Unless otherwise indicated below in the box entitled "Special Payment
Instructions," please issue the check for the purchase price of all Securities
purchased and return all Security Certificates evidencing Securities not
tendered or not accepted for payment in the name(s) of the registered holder(s)
appearing above under "Description of Securities Tendered." Similarly, unless
otherwise indicated below in the box entitled "Special Delivery Instructions,"
please mail the check for the purchase price of all Securities purchased and
return all Security Certificates evidencing Securities not tendered or not
accepted for payment (and accompanying documents, as appropriate) to the
address(es) of the registered holder(s) appearing above under "Description of
Securities Tendered" on the cover page hereof. In the event that the boxes on
page 5 hereof entitled "Special Payment Instructions" and "Special Delivery
Instructions" are both completed, please issue the check for the purchase price
of all Securities purchased and return all Security Certificates evidencing
Securities not tendered or not accepted for payment in the name(s) of, and
deliver such check and return such Security Certificates (and any accompanying
documents, as appropriate) to, the person(s) so indicated. Unless otherwise
indicated below in the box entitled "Special Payment Instructions," please
credit any Securities tendered hereby and delivered by book-entry transfer that
are not accepted for payment by crediting the account at DTC. The undersigned
recognizes that Purchaser has no obligation, pursuant to the Special Payment
Instructions, to transfer any Securities from the name of the registered
holder(s) thereof if Purchaser does not accept for payment any Securities
tendered hereby.
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SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7) (See Instructions 1, 5, 6 and 7)
To be completed ONLY if the check To be completed ONLY if the check
for the purchase price of Securities for the purchase price of Securities
purchased or Security Certificates purchased or Security Certificates not
not tendered or not purchased are to tendered or not purchased are to be
be issued in the name of someone other mailed to someone other than the
than the undersigned. undersigned or to the undersigned at
an address other than that shown
below the undersigned's signature(s).
Issue |_| check Mail |_| check
|_| certificates to: |_| certificates to:
Name Name
--------------------------- --------------------------
(Please Print) (Please Print)
Address Address
------------------------- -----------------------
------------------------- -----------------------
(Zip Code) (Zip Code)
-------------------------
(Taxpayer Identification No.)
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SIGN HERE
(Please Complete Substitute Form W-9 Below)
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Signature(s) of Holder(s)
Dated , 2003
-----------------------
(Must be signed by registered holder(s) exactly as name(s) appear on Security
Certificates or on a security position listing by person(s) authorized to become
registered holder(s) by certificates and documents transmitted herewith. If
signature is by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary capacity, please
provide the following information and see Instruction 5.)
Name(s)-------------------------------------------------------------------------
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(Please Type or Print)
Capacity (full title)
-----------------------------------------------------------
Address
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(Include Zip Code)
Daytime Area Code and Telephone Number
-----------------------------------------
Taxpayer Identification or Social Security Number
-------------------------------
(See Substitute W-9 on Reverse Side)
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY.
FINANCIAL INSTITUTIONS: PLACE MEDALLION GUARANTEE IN SPACE BELOW
Name of Firm
-------------------------------------------------------------------
Authorized Signature
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Address ------------------------------------------------------------------------
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Area Code and Telephone Number
------------------------------------------------
Dated , 2003
----------------
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INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Guarantee of Signatures. All signatures on this Letter of
Transmittal must be guaranteed by a firm which is a member of the Security
Transfer Agent Medallion Signature Program, or by any other "eligible guarantor
institution," as such term is defined in Rule 17Ad-15 promulgated under the
Securities Exchange Act of 1934, as amended (each of the foregoing being an
"Eligible Institution") unless (i) this Letter of Transmittal is signed by the
registered holder(s) of Securities (which term, for purposes of this document,
will include any participant in DTC whose name appears on a security position
listing as the owner of Securities) tendered hereby and such holder(s) has
(have) not completed the box entitled "Special Payment Instructions" or "Special
Delivery Instructions" on page 5 hereof or (ii) such Securities are tendered for
the account of an Eligible Institution. See Instruction 5.
2. Delivery of Letter of Transmittal and Security Certificates. This
Letter of Transmittal is to be used either if Security Certificates are to be
forwarded herewith or if tenders are to be made pursuant to the procedures for
tenders by book-entry transfer pursuant to the procedure set forth in "Section
3. Procedures for Accepting the Offer and Tendering Securities" of the Offer to
Purchase. Security Certificates evidencing all physically tendered Securities,
or a confirmation of a book-entry transfer into the Depositary's account at DTC
of all Securities delivered by book-entry transfer, as well as a properly
completed and duly executed Letter of Transmittal and any other documents
required by this Letter of Transmittal, must be received by the Depositary at
its address set forth below prior to the Expiration Date (as defined in "Section
1. Terms of the Offer; Expiration Date" of the Offer to Purchase). If Security
Certificates are forwarded to the Depositary in multiple deliveries, a properly
completed and duly executed Letter of Transmittal must accompany each such
delivery. Holders whose Security Certificates are not immediately available, who
cannot deliver their Security Certificates and all other required documents to
the Depositary prior to the Expiration Date or who cannot complete the procedure
for delivery by book-entry transfer on a timely basis may tender their
Securities pursuant to the guaranteed delivery procedure described in "Section
3. Procedures for Accepting the Offer and Tendering Securities" of the Offer to
Purchase. Pursuant to such procedure: (i) such tender must be made by or through
an Eligible Institution; (ii) a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form made available by Purchaser, must
be received by the Depositary prior to the Expiration Date; and (iii) the
Security Certificates evidencing all physically delivered Securities in proper
form for transfer by delivery, or a confirmation of a book-entry transfer into
the Depositary's account at DTC of all Securities delivered by book-entry
transfer, in each case together with a Letter of Transmittal, properly completed
and duly executed, with any required signature guarantees (or in the case of a
book-entry transfer, an Agent's Message (as defined in "Section 3. Procedures
for Accepting the Offer and Tendering Securities" of the Offer to Purchase)) and
any other documents required by this Letter of Transmittal, must be received by
the Depositary within three trading days after the date of execution of such
Notice of Guaranteed Delivery, all as described in "Section 3. Procedures for
Accepting the Offer and Tendering Securities" of the Offer to Purchase.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SECURITY
CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC,
IS AT THE OPTION AND RISK OF THE TENDERING HOLDER, AND THE DELIVERY WILL BE
DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY
MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.
No alternative, conditional or contingent tenders will be accepted and
no fractional Securities will be purchased. By execution of this Letter of
Transmittal, all tendering holders waive any right to receive any notice of the
acceptance of their Securities for payment.
3. Inadequate Space. If the space provided on the cover page hereof
under "Description of Securities Tendered" is inadequate, the Security
Certificate numbers, the number of Securities evidenced by such Security
Certificates and the number of Securities tendered should be listed on a
separate signed schedule and attached hereto.
4. Partial Tenders (not applicable to holders who tender by book-entry
transfer). If fewer than all Securities evidenced by any Security Certificate
delivered to the Depositary herewith are to be tendered hereby, fill in the
number of Securities that are to be tendered in the box entitled "Number of
Securities Tendered." In such cases, new Security Certificate(s) evidencing the
remainder of Securities that were evidenced by the Security Certificates
delivered to the Depositary herewith will be sent to the person(s) signing this
Letter of Transmittal, unless otherwise provided in the box entitled "Special
Delivery Instructions" on page 5 hereof, as soon as practicable after the
Expiration Date or the termination of the Offer. All Securities evidenced by
Security Certificates delivered to the Depositary will be deemed to have been
tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal; Stock Powers and Endorsements.
If this Letter of Transmittal is signed by the registered holder(s) of
Securities tendered hereby, the signature(s) must correspond with the name(s) as
written on the face of the Security Certificates evidencing such Securities
without alteration, enlargement or any other change whatsoever.
If any Securities tendered hereby are held of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any Securities tendered hereby are registered in different names, it
will be necessary to complete, sign and submit as many separate Letters of
Transmittal as there are different registrations of such Securities.
If this Letter of Transmittal is signed by the registered holder(s) of
Securities tendered hereby, no endorsements of Security Certificates or separate
stock powers are required, unless payment is to be made to, or Security
Certificates evidencing Securities not tendered or not accepted for payment are
to be issued in the name of, a person other than the registered holder(s). If
the Letter of Transmittal is signed by a person other than the registered
holder(s) of the Security Certificate(s) evidencing Securities tendered, the
Security Certificate(s) tendered hereby must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on such Security Certificate(s). Signatures on
such Security Certificate(s) and stock powers must be guaranteed by an Eligible
Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of Securities tendered hereby, the Security Certificate(s)
evidencing Securities tendered hereby must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on such Security Certificate(s). Signatures on
such Security Certificate(s) and stock powers must be guaranteed by an Eligible
Institution.
If this Letter of Transmittal or any Security Certificate or stock
power is signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, such person should so indicate when signing, and
proper evidence satisfactory to Purchaser of such persons authority so to act
must be submitted.
6. Stock Transfer Taxes. Except as otherwise provided in this
Instruction 6, Purchaser will pay all stock transfer taxes with respect to the
sale and transfer of any Securities to it or its order pursuant to the Offer.
If, however, payment of the purchase price of any Securities purchased is to be
made to, or Security Certificate(s) evidencing Securities not tendered or not
accepted for payment are to be issued in the name of, any person other than the
registered holder(s) or if tendered certificates are registered in the name of
any person other than the person(s) signing the Letter of Transmittal, the
amount of any stock transfer taxes (whether imposed on the registered holder(s),
or such other person, or otherwise) payable on account of the transfer to such
other person will be deducted from the purchase price of such Securities
purchased, unless evidence satisfactory to Purchaser of the payment of such
taxes, or exemption therefrom, is submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Security Certificates evidencing
Securities tendered hereby.
7. Special Payment and Delivery Instructions. If a check for the
purchase price of any Securities tendered hereby is to be issued in the name of,
and/or Security Certificate(s) evidencing Securities not tendered or not
accepted for payment are to be issued in the name of and/or returned to, a
person other than the person(s) signing this Letter of Transmittal or if such
check or any such Security Certificate is to be sent to a person other than the
signor of this Letter of Transmittal or to the person(s) signing this Letter of
Transmittal but at an address other than that shown in the box entitled
"Description of Securities Tendered" on the cover page hereof, the appropriate
boxes herein must be completed.
8. Questions and Requests for Assistance or Additional Copies.
Questions and requests for assistance may be directed to the Information Agent
at its address or telephone number set forth below. Additional copies of the
Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery
and the Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 may be obtained from the Information Agent.
9. Substitute Form W-9. Each tendering holder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN") on the
Substitute Form W-9 which is provided under "Important Tax Information" below,
and to certify, under penalty of perjury, that such number is correct and that
such holder is not subject to backup withholding of federal income tax. If a
tendering holder has been notified by the Internal Revenue Service that such
holder is subject to backup withholding, such holder must cross out item (2) of
the Certification box of the Substitute Form W-9, unless such holder has since
been notified by the Internal Revenue Service that such holder is no longer
subject to backup withholding. Failure to provide the information on the
Substitute Form W-9 may subject the tendering holder to 30% federal income tax
withholding on the payment of the purchase price of all Securities purchased
from such holder. If the tendering holder has not been issued a TIN and has
applied for one or intends to apply for one in the near future, such holder
should write "Applied For" in the space provided for the TIN in Part I of the
Substitute Form W-9, and sign and date the Substitute Form W-9. If "Applied For"
is written in Part I, the Depositary will withhold 30% of all payments of the
purchase price to such holder and either remit such amounts to the Internal
Revenue Service if such TIN is not provided within 60 days or pay such amounts
to such holder upon the furnishing of a TIN within 60 days.
Certain holders (including, among others, all corporations and certain
foreign individuals and entities) are not subject to backup withholding.
Noncorporate foreign holders should submit an appropriate and properly completed
Internal Revenue Service Form W-8BEN, a copy of which may be obtained from the
Depositary, in order to avoid backup withholding. See the enclosed "Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9" for
more instructions.
IMPORTANT: THIS LETTER OF TRANSMITTAL, PROPERLY COMPLETED AND DULY
EXECUTED (TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES (OR, IN THE CASE OF A
BOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE) AND SECURITY CERTIFICATES OR
CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A
PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY MUST BE
RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE (AS DEFINED IN THE OFFER
TO PURCHASE).
IMPORTANT TAX INFORMATION
Under U.S. federal income tax law, a holder whose tendered Securities
are accepted for payment is generally required to provide the Depositary (as
payer) with such holder's correct TIN on Substitute Form W-9 provided herewith.
If such holder is an individual, the TIN generally is such holder's social
security number. If the Depositary is not provided with the correct TIN, the
holder may be subject to a $50 penalty imposed by the Internal Revenue Service
and payments that are made to such holder with respect to Securities purchased
pursuant to the Offer may be subject to backup withholding of 30%. In addition,
if a holder makes a false statement that results in no imposition of backup
withholding, and there was no reasonable basis for making such statement, a $500
penalty may also be imposed by the Internal Revenue Service.
Certain holders (including, among others, corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, such individual must submit a statement (Internal Revenue Service
Form W-8BEN), signed under penalties of perjury, attesting to such individual's
exempt status. Forms of such statements can be obtained from the Depositary.
Exempt holders, other than foreign holders, should furnish their TIN, write
"Exempt" in Part II of the Substitute Form W-9 and sign, date and return the
Substitute Form W-9 to the Depositary. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions. A holder should consult his or her tax advisor as to
such holder's qualification for exemption from backup withholding and the
procedure for obtaining such exemption.
If backup withholding applies, the Depositary is required to withhold
30% of any payments made to the holder. Backup withholding is not an additional
tax. Rather, the federal income tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained provided that the
required information is furnished to the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to a holder
with respect to Securities purchased pursuant to the Offer, the holder is
required to notify the Depositary of such holder's correct TIN by completing the
form below certifying that (a) the TIN provided on Substitute Form W-9 is
correct (or that such holder is awaiting a TIN), (b)(i) such holder has not been
notified by the Internal Revenue Service that he is subject to backup
withholding as a result of a failure to report all interest or dividends or (ii)
the Internal Revenue Service has notified such holder that such holder is no
longer subject to backup withholding, and (c) such holder is a U.S. Person (as
defined in the Offer to Purchase).
WHAT NUMBER TO GIVE THE DEPOSITARY
The holder is required to give the Depositary the TIN (e.g., social
security number or employer identification number) of the record holder of
Securities tendered hereby. If Securities are in more than one name or are not
in the name of the actual owner, consult the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional guidance on which number to report. If the tendering holder has not
been issued a TIN and has applied for a number or intends to apply for a number
in the near future, the holder should write "Applied For" in the space provided
for the TIN in Part I, and sign and date the Substitute Form W-9. If "Applied
For" is written in Part I, the Depositary will withhold 30% of all payments of
the purchase price to such holder and either remit such amounts to the Internal
Revenue Service if such TIN is not provided within 60 days or pay such amounts
to such holder upon the furnishing of a TIN within 60 days.
PAYER'S NAME: COMPUTERSHARE TRUST COMPANY OF NEW YORK
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SUBSTITUTE Part I-Taxpayer Identification
FORM W-9 Number-Enter your taxpayer
Department of the Treasury identification number in the ------------------------------
Internal Revenue Service appropriate box. For most Social security number
individuals, this is your social
Payer's Request for security number. If you do not OR
Taxpayer Identification Number have a number, see "Obtaining a
("TIN") Number" in the enclosed ------------------------------
Guidelines. Certify by signing Employer identification number
and dating below. (If awaiting TIN write "Applied For")
Note: if the account is in more
than one name, check in the
enclosed Guidelines for guidelines
on which number to give the payer.
- ----------------------------------- ------------------------------------ ---------------------------------------------
- ----------------------------------- ----------------------------------------------------------------------------------
Part II-For Payers Exempt from Backup
Withholding, see the enclosed Guidelines and
complete as instructed therein
- ----------------------------------- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
CERTIFICATION-Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me);
(2) I am not subject to backup withholding because: (a) I am exempt from
backup withholding, or (b) I have not been notified by the Internal
Revenue Service (the "IRS") that I am subject to back-up withholding as
a result of failure to report all interest or dividends, or (c) the IRS
has notified me that I am no longer subject to back-up withholding; and
(3) I am a U.S. Person, which means (i) a citizen or resident of the United
States, (ii) a corporation or partnership created or organized in or
under the laws of the United States, any state thereof, or the District
of Columbia, (iii) an estate the income of which is subject to United
States federal income taxation regardless of its source or (iv) a trust
(a) if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more U.S.
Persons have the authority to control all substantial decisions of the
trust or (b) that has a valid election in effect under applicable
Treasury regulations to be treated as a U.S. Person.
CERTIFICATE INSTRUCTIONS-You must cross out item (2) above if you have been
notified by the IRS that you are currently subject to backup withholding because
of underreporting interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to backup withholding you
received another notification from the IRS that you are no longer subject to
backup withholding, do not cross out item (2). (Also see instructions in the
enclosed Guidelines.)
Signature: Date: , 2003
--------------------------------- -------------
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 30% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THIS OFFER.
PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS.
NOTE: YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING (OR
WILL SOON APPLY FOR) A TAXPAYER IDENTIFICATION NUMBER.
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (i) I have mailed or delivered an
application to receive a taxpayer to receive a taxpayer identification number to
the appropriate Internal Revenue Service Center or Social Security
Administration office or (ii) I intend to mail or deliver an application in the
near future. I understand that if I do not provide a taxpayer identification
number by the time of payment, 30% of all reportable cash payments made to me
will be retained and either remitted to the Internal Revenue Service if such
taxpayer identification number is not provided within 60 days or paid to me upon
the furnishing of a taxpayer identification number within 60 days.
Signature: Date: , 2003
-------------------------------------- ----------
- --------------------------------------------------------------------------------
Facsimiles of the Letter of Transmittal, properly completed and duly
signed, will be accepted. The Letter of Transmittal and Security Certificates
and any other required documents should be sent or delivered by each holder or
such holder's broker, dealer, commercial bank, trust company or other nominee to
the Depositary at its address or to the facsimile number set forth below:
The Depositary for the Offer is:
[COMPUTERSHARE LOGO OMITTED]
By Mail: By Facsimile Transmission: By Hand or Overnight Courier:
Computershare Trust Company For Eligible Institutions Only: Computershare Trust Company
of New York (212) 701-7636 of New York
Wall Street Station Wall Street Plaza
P.O. Box 1010 For Confirmation Only Telephone: 88 Pine Street, 19th Floor
New York, NY 10268-1010 (212) 701-7624 New York, NY 10005
Questions or requests for assistance may be directed to the Information
Agent at its address and telephone numbers listed below. Additional copies of
the Offer to Purchase, this Letter of Transmittal and the Notice of Guaranteed
Delivery may be obtained from the Information Agent. A holder may also contact
brokers, dealers, commercial banks or trust companies for assistance concerning
the Offer.
The Information Agent for the Offer is:
[INNISFREE M&A INCORPORATED LOGO OMITTED]
501 Madison Avenue, 20th Floor
New York, NY 10022
Call Toll Free: (888) 750-5834
Banks and Brokers Call Collect: (212) 750-5833
Exhibit (a)(3)
NOTICE OF GUARANTEED DELIVERY
To Tender 6 5/8% Convertible Preferred Securities
Beneficial Unsecured Convertible Securities
(Including the Associated Guarantee)
of
TIMET Capital Trust I
at
$10.00 Net Per Security
by
Valhi, Inc.
(Not to be used for Signature Guarantees)
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON MONDAY, JUNE
2, 2003, UNLESS THE OFFER IS
EXTENDED.
- --------------------------------------------------------------------------------
This Notice of Guaranteed Delivery, or a form substantially equivalent
hereto, must be used to accept the Offer (as defined below) (i) if certificates
("Security Certificates"), evidencing 6 5/8% Convertible Preferred Securities,
Beneficial Unsecured Convertible Securities, liquidation preference $50 per
security (the "Securities"), which represent undivided beneficial ownership
interests in the assets of TIMET Capital Trust I, a Delaware statutory business
trust, are not immediately available, (ii) if Security Certificates and all
other required documents cannot be delivered to Computershare Trust Company of
New York, as Depositary (the "Depositary"), prior to the Expiration Date (as
defined in "Section 1. Terms of the Offer; Expiration Date" of the Offer to
Purchase (as defined below)) or (iii) if the procedure for delivery by
book-entry transfer cannot be completed on a timely basis. This Notice of
Guaranteed Delivery may be delivered by hand or mail or transmitted by telegram,
or facsimile transmission to the Depositary. See "Section 3. Procedures for
Accepting the Offer and Tendering Securities" of the Offer to Purchase.
The Depositary for the Offer is:
[COMPUTERSHARE LOGO OMITTED]
By Mail: By Facsimile Transmission: By Hand or Overnight Courier:
Computershare Trust Company For Eligible Institutions Only: Computershare Trust Company
of New York (212) 701-7636 of New York
Wall Street Station Wall Street Plaza
P.O. Box 1010 For Confirmation Only Telephone: 88 Pine Street, 19th Floor
New York, NY 10268-1010 (212) 701-7624 New York, NY 10005
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN
AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION
OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
Certificates representing Securities must be received by the Depositary
within three trading days after the date of the execution of this Notice of
Guaranteed Delivery.
This form is not to be used to guarantee signatures. If a signature on
a Letter of Transmittal is required to be guaranteed by an "Eligible
Institution" under the instructions thereto, such signature guarantee must
appear in the applicable space provided in the signature box on the Letter of
Transmittal.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
Security Certificates to the Depositary within the time period set forth above.
The failure to do so could result in a financial loss to such Eligible
Institution.
Ladies and Gentlemen:
The undersigned hereby tenders to Valhi, Inc., a Delaware corporation,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated May 5, 2003 (the "Offer to Purchase") and the related Letter of
Transmittal (which, together with the Offer to Purchase and any amendments or
supplements thereto, collectively constitute the "Offer"), receipt of each of
which is hereby acknowledged, the number of Securities specified below pursuant
to the guaranteed delivery procedure set forth in "Section 3. Procedures for
Accepting the Offer and Tendering Securities" of the Offer to Purchase.
If the Offer is terminated, the Securities tendered pursuant to the
Offer will be returned to the tendering holders promptly (or, in the case of
tendered by book-entry transfer, the book-entry transferred Securities will be
credited to the account maintained at The Depository Trust Company pursuant to
the procedures set forth in "Section 3. Procedures for Accepting the Offer and
Tendering Securities" of the Offer to Purchase, from which the book-entry
tendered Securities were delivered).
The undersigned understand(s) that payment by Computershare Trust
Company of New York, in its capacity as Depositary for the Securities tendered
for payment and accepted for payment pursuant to the Offer, will be made only
after timely receipt by the Depositary of (1) Security Certificates evidencing
Securities validly tendered and not properly withdrawn prior to the expiration
of the Offer and a properly completed and duly executed Letter of Transmittal
(or a manually signed facsimile thereof) with respect to the Securities with any
required signature guarantees and any other documents required by the Letter of
Transmittal or (2) a book-entry confirmation of the transfer of the
undersigned's Securities into the Depositary's account at DTC and a properly
transmitted Agent's Message (as defined in "Section 2. Acceptance for Payment
and Payment for Securities" of the Offer to Purchase).
All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery will not be affected by, and will survive, the death or
incapacity of the undersigned, and every obligation of the undersigned under
this Notice of Guaranteed Delivery will be binding on the heirs, executors,
administrators, trustees in bankruptcy, personal and legal representative,
successors and assigns of the undersigned.
- --------------------------------------------------------------------------------
Number of Securities:
----------------------------------------------------------
Certificate Nos. (If Available):
----------------------------------------------
[ ] Check this box if Securities will be delivered by book-entry transfer.
Name of Eligible Institution:
---------------------------------------------------
Account No.:
-------------------------------------------------------------------
Names(s) of Record Holders:
----------------------------------------------------
Street Address:
----------------------------------------------------------------
City, State and Zip Code:
------------------------------------------------------
Signature(s) of Holder(s):
------------------------------------------------------
Dated: , 2003
------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This Notice of Guaranteed Delivery must be signed by the holder(s)
exactly as name(s) appear(s) on certificates for the Securities or, if tendered
by a participant in The Depository Trust Company, exactly as the participant's
name appears on the security position listing as the owner of the Securities, or
by person(s) authorized to become holder(s) by endorsements and documents
transmitted with the Notice of Guaranteed Delivery. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such persons must provide the following information:
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s) of Holders:
------------------------------------------------------------
Capacity:
----------------------------------------------------------------------
Street Address:
----------------------------------------------------------------
City, State and Zip Code:
------------------------------------------------------
NOTE: DO NOT SEND CERTIFICATES WITH THIS FORM. CERTIFICATES SHOULD BE SENT TO
THE DEPOSITARY TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a participant in the Security Transfer Agents
Medallion Program or an "eligible guarantor institution," as such term is
defined in Rule 17 Ad-15 under the Securities Exchange Act of 1934, as amended,
guarantees to deliver to the Depositary either certificates representing the
Securities tendered hereby, in proper form for transfer, or confirmation of
book-entry transfer of such Securities into the Depositary's account at The
Depository Trust Company, in each case with delivery of a properly completed and
duly executed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees, or an Agent's Message (as defined in the Offer to
Purchase), and any other documents required by the Letter of Transmittal, all
within three trading days after the date hereof.
- ------------------------------ --------------------------------------
Name of Firm Title
- ------------------------------ --------------------------------------
Authorized Signature Address
Name:
-------------------------- --------------------------------------
Please type or print Area Code and Telephone Number
Dated: , 2003
----------------
DO NOT SEND SECURITY CERTIFICATES WITH THIS NOTICE.
SECURITY CERTIFICATES SHOULD BE SENT WITH YOUR
LETTER OF TRANSMITTAL.
- --------------------------------------------------------------------------------
Exhibit (a)(4)
Offer to Purchase for Cash
Up to 1,000,000 6 5/8% Convertible Preferred Securities
Beneficial Unsecured Convertible Securities
(Including the Associated Guarantee)
of
TIMET Capital Trust I
at
$10.00 Net Per Security
by
Valhi, Inc.
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON MONDAY, JUNE
2, 2003, UNLESS THE OFFER IS
EXTENDED.
- --------------------------------------------------------------------------------
May 5, 2003
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Valhi, Inc., a Delaware corporation ("Purchaser"), has offered to
purchase up to 1,000,000 6 5/8% Convertible Preferred Securities, Beneficial
Unsecured Convertible Securities, liquidation preference $50 per security (the
"Securities"), which represent undivided beneficial ownership interests in the
assets of TIMET Capital Trust I, a Delaware statutory business trust (the
"Trust"), at a purchase price of $10.00 per Security, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated May 5, 2003 (the "Offer to Purchase") and the related Letter of
Transmittal (which, together with the Offer to Purchase and any amendments or
supplements thereto, collectively constitute the "Offer") enclosed herewith. The
Securities include the associated guarantee by Titanium Metals Corporation, a
Delaware corporation ("TIMET"). Please furnish copies of the enclosed materials
to those of your clients for whose accounts you hold Securities registered in
your name or in the name of your nominee.
THE OFFER IS CONDITIONED UPON THE CONDITIONS SET FORTH IN "SECTION 11.
CONDITIONS OF THE OFFER" OF THE OFFER TO PURCHASE.
For your information and for forwarding to your clients for whom you
hold Securities registered in your name or in the name of your nominee, we are
enclosing the following documents:
1. Offer to Purchase dated May 5, 2003;
2. Letter of Transmittal for your use in accepting the Offer and
tendering Securities and for the information of your clients;
3. Notice of Guaranteed Delivery to be used to accept the Offer
if the Securities and all other required documents are not
immediately available or cannot be delivered to Computershare
Trust Company of New York (the "Depositary") prior to the
Expiration Date (as defined in the Offer to Purchase) or if
the procedure for book-entry transfer cannot be completed
prior to the Expiration Date;
4. A letter that may be sent to your clients for whose accounts
you hold Securities registered in your name or in the name of
your nominee, with space provided for obtaining such clients'
instructions with regard to the Offer;
5. Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9; and
6. Return envelope addressed to the Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE
NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON MONDAY, JUNE 2, 2003, UNLESS THE OFFER IS EXTENDED.
In all cases, Purchaser will pay for Securities tendered and accepted
for payment pursuant to the Offer only after timely receipt by the Depositary of
(i) certificates evidencing such Securities or timely confirmation of a
book-entry transfer of such Securities into the Depositary's account at The
Depository Trust Company, (ii) a Letter of Transmittal, properly completed and
duly executed, with any required signature guarantees, in the case of a
book-entry transfer, or an Agent's Message (as defined in the Offer to Purchase)
and (iii) any other documents required under the Letter of Transmittal.
If holders of Securities wish to tender, but it is impracticable for
them to forward their certificates or other required documents prior to the
expiration of the Offer, a tender may be effected by following the guaranteed
delivery procedure described in "Section 3. Procedures for Accepting the Offer
and Tendering Securities" of the Offer to Purchase.
Purchaser will not pay any fees or commissions to any broker, dealer or
other person (other than the Depositary and Innisfree M&A Incorporated (the
"Information Agent"), as described in the Offer to Purchase) in connection with
the solicitation of tenders of Securities pursuant to the Offer. However,
Purchaser will reimburse you for customary mailing and handling expenses
incurred by you in forwarding any of the enclosed materials to your clients.
Purchaser will pay or cause to be paid any stock transfer taxes payable with
respect to the transfer of Securities to it, except as otherwise provided in
Instruction 6 of the Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be
addressed to the Information Agent at its address and telephone number set forth
on the back cover page of the Offer to Purchase.
Additional copies of the enclosed material may be obtained from the
Information Agent, at the address and telephone number set forth on the back
cover page of the Offer to Purchase.
Very truly yours,
VALHI, INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS WILL CONSTITUTE
YOU OR ANY OTHER PERSON THE AGENT OF PURCHASER, TIMET, THE TRUST, THE
INFORMATION AGENT OR THE DEPOSITARY, OR OF ANY AFFILIATE OF ANY OF THE
FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR TO MAKE
ANY STATEMENT ON BEHALF OF ANY OF THE FOREGOING IN CONNECTION WITH THE OFFER
OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
Exhibit (a)(5)
Offer to Purchase for Cash
Up To 1,000,000 6 5/8% Convertible Preferred Securities
Beneficial Unsecured Convertible Securities
(Including the Associated Guarantee)
of
TIMET Capital Trust I
at
$10.00 Net Per Security
by
Valhi, Inc.
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON MONDAY, JUNE
2, 2003, UNLESS THE OFFER IS
EXTENDED.
- --------------------------------------------------------------------------------
May 5, 2003
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated May 5,
2003 (the "Offer to Purchase") and the related Letter of Transmittal (which,
together with the Offer to Purchase and any amendments or supplements thereto,
collectively constitute the "Offer") in connection with the offer by Valhi,
Inc., a Delaware corporation ("Purchaser"), to purchase up to 1,000,000 6 5/8%
Convertible Preferred Securities, Beneficial Unsecured Convertible Securities,
liquidation preference $50 per security (the "Securities"), which represent
undivided beneficial ownership interests in the assets of TIMET Capital Trust I,
a Delaware statutory business trust, at a purchase price of $10.00 per Security
(such amount, or any greater amount per Security paid pursuant to the Offer,
being the "Per Security Amount"), net to the seller in cash, without interest,
upon the terms and subject to the conditions set forth in the Offer to Purchase
and in the related Letter of Transmittal. The Securities include the associated
guarantee by Titanium Metals Corporation, a Delaware corporation.
WE ARE (OR OUR NOMINEE IS) THE HOLDER OF RECORD OF SECURITIES HELD FOR
YOUR ACCOUNT. A TENDER OF SUCH SECURITIES CAN BE MADE ONLY BY US AS THE HOLDER
OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE ENCLOSED LETTER OF TRANSMITTAL
IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO
TENDER SECURITIES HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish to have us tender on
your behalf any or all Securities held by us for your account, upon the terms
and subject to the conditions set forth in the Offer.
Your attention is invited to the following:
1. The tender price is $10.00 per Security, net to you in cash,
without interest.
2. The Offer is being made for up to 1,000,000 Securities.
3. Purchaser is not expressing an opinion with respect to the
Offer and is remaining neutral with respect to the Offer.
4. The Offer and withdrawal rights will expire at 12:00 midnight,
New York City time, on Monday, June 5, 2003, unless the Offer
is extended.
5. The Offer is subject to certain conditions contained in the
Offer to Purchase. See "Section 11. Conditions of the Offer"
of the Offer to Purchase, which set forth in full the
conditions to the Offer.
7. Tendering holders will not be obligated to pay brokerage fees
or commissions or, except as otherwise provided in Instruction
6 of the Letter of Transmittal, stock transfer taxes with
respect to the purchase of Securities by Purchaser pursuant to
the Offer.
If you wish to have us tender any or all of your Securities, please so
instruct us by completing, executing and returning to us the instruction form
contained in this letter. An envelope in which to return your instructions to us
is enclosed. If you authorize the tender of your Securities, all such Securities
will be tendered unless otherwise specified in your instructions. YOUR
INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A
TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE OFFER.
The Offer is being made solely by the Offer to Purchase and the related
Letter of Transmittal and is being made to holders of Securities. Purchaser is
not aware of any jurisdiction where the making of the Offer or the acceptance of
Securities pursuant thereto is prohibited by any administrative or judicial
action or by any valid state statute. If Purchaser becomes aware of any valid
state statute prohibiting the making of the Offer or the acceptance of
Securities pursuant thereto, Purchaser will make a good faith effort to comply
with such state statute. If, after such good faith effort, Purchaser cannot
comply with such state statute, the Offer will not be made to (nor will tenders
be accepted from or on behalf of) the holders of Securities in such state. In
any jurisdiction where the securities, blue sky or other laws require the Offer
to be made by a licensed broker or dealer, the Offer will be deemed to be made
on behalf of Purchaser by one or more registered brokers or dealers licensed
under the laws of such jurisdiction.
- --------------------------------------------------------------------------------
Instructions with Respect to the Offer to Purchase for Cash
Up to 1,000,000 6 5/8% Convertible Preferred Securities
Beneficial Unsecured Convertible Securities
(Including the Associated Guarantee)
of
TIMET Capital Trust I
by
Valhi, Inc.
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase dated May 5, 2003 and the related Letter of Transmittal
(which, together with the Offer to Purchaser and any amendments or supplements
thereto, collectively constitute the "Offer") in connection with the offer by
Valhi, Inc., a Delaware corporation ("Purchaser"), to purchase up to 1,000,000 6
5/8% Convertible Preferred Securities, Beneficial Unsecured Convertible
Securities, liquidation preference $50 per security (collectively, the
"Securities"), for $10.00 per Security (such amount, or any greater amount per
Security paid pursuant to the Offer, being the "Per Security Amount"), net to
the seller in cash, without interest, upon the terms and subject to the
conditions described in the Offer to Purchase and related Letter of Transmittal.
The Securities include the associated guarantee by Titanium Metals Corporation,
a Delaware corporation.
This will instruct you to tender the number of Securities indicated
below (or, if no number is indicated below, all Securities) that are held by you
for the account of the undersigned, upon the terms and subject to the conditions
described in the Offer.
Number of Securities to be Tendered*:
Date: , 2003
----------------------------------------------------
Signature(s):
-------------------------------------------
Please type or print name
--------------------------------
Please type or print address
---------------------------
---------------------------
Area Code and Telephone Number
---------------------------
Taxpayer Identification Number or Social Security Number
-----------------------
* Unless otherwise indicated, it will be assumed that all Securities held by us
for your account are to be tendered.
- --------------------------------------------------------------------------------
Exhibit (a)(6)
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number to Give the Payer.
Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer. For a limited liability company that is disregarded as an entity
separate from its owner you must show the owner's name and number.
Give the Social Give the
Security number Employer ID.
For this type of account: of-- For this type of account: number of--
- ------------------------- -------------------- ------------------------------------- -------------------------
1. An individual's account The individual 9. A valid trust, estate or pension The legal entity (do
trust not furnish the
2. Two or more individuals The actual owner of identifying number
the account or, if of the personal
joint funds, representative or
either person(1) trustee unless the
legal entity itself
is not designated
3. Husband and wife (joint) The actual owner of the in the account
account or, if joint funds, title.)(5)
either person(1)
10. Corporate account The corporation
4. Custodian account of a The minor(2)
minor (Uniform Gift to 11. Religious, charitable or The organization
Minors Act) educational organization
account
5. Adult and minor (joint) The adult or, if the minor
is the only contributor, 12. Partnership account held in the The partnership
the minor(1) name of the business
6. Account in the name of The ward, minor or 13. Association, club or other tax- The organization
guardian or committee for incompetent person(3) exempt organization
a designated ward, minor or
incompetent person 14. A broker or registered nominee The broker or
nominee
7. a. The usual revocable savings The grantor-trustee(1)
account (grantor is also
trustee) 15. Account with the Department of The public entity
b. So-called trust account that The actual owner(1) Agriculture in the name of a public
is not a legal or valid trust entity (such as a State or local
under State law government, school district or
prison) that receives agricultural
8. Sole proprietorship account The owner(4) program payments
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish
such person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate or pension
trust.
Note: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
Obtaining a Number
If you do not have a taxpayer identification number or you do not know your
number, obtain Form SS-5, Application for a Social Security Card, or Form SS-4,
Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
Payees and Payments Exempt from Backup Withholding
The following is a list of payees exempt from backup withholding and for which
no information reporting is required. For interest and dividends, all listed
payees are exempt except item (9). For broker transactions, payees listed in
items (1) through (13) and a person registered under the Investment Advisers
Action 1940 who regularly acts as a broker are exempt. Payments subject to
reporting under sections 6041 and 6041A are generally exempt from backup
withholding only if made to payees described in items (1) through (7), except a
corporation that provides medical and health care services or bills and collects
payments for such services is not exempt from backup withholding or information
reporting. Only payees described in items (2) through (6) are exempt from backup
withholding for barter exchange transactions, patronage dividends, and payments
by certain fishing boat operators.
1. A corporation.
2. An organization exempt from tax under section 501(a), or an IRA or a
custodial account under section 403(b)(7) if the account satisfies the
requirements of section 401(f)(2).
3. The United States or any of its agencies or instrumentalities.
4. A state, the District of Columbia, a possession of the United States,
or any of their political subdivisions or instrumentalities.
5. A foreign government or any of its political subdivision, agencies, or
instrumentalities.
6. An international organization or any of its agencies or
instrumentalities.
7. A foreign central bank of issue.
8. A dealer in securities or commodities required to be registered in the
United States, the District of Columbia, or a possession of the United
States.
9. A futures commission merchant registered with the Commodity Futures
Trading Commission.
10. A real estate investment trust.
11. An entity registered at all times during the tax year under the
Investment Company Act of 1940.
12. A common trust fund operated by a bank under section 584(a).
13. A financial institution.
14. A middleman known in the investment community as a nominee or listed in
the most recent publication of the American Society of Corporate
Secretaries, Inc., Nominee list.
15. A trust exempt from tax under section 664 or described in Section 4947.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
o Payments to nonresident aliens subject to withholding under
section 1441.
o Payments to partnerships not engaged in a trade or business in
the U.S. and which have at least one nonresident partner.
o Payments of patronage dividends where the amount received is
not paid in money.
o Payments made by certain foreign organizations.
Payments of Interest not generally subject to backup withholding includes the
following:
o Payments of interest on obligations issued by individuals.
Note: You may be subject to backup withholding if this
interest is $600 or more and is paid in the course of the
payer's trade or business and you have not provided your
correct taxpayer identification number to the payer.
o Payments of tax-exempt interest (including exempt-interest
dividends under section 852).
o Payments described in section 6049(b)(5) to nonresident
aliens.
o Payments on tax-free covenant bonds under section 1451.
o Payments made by certain foreign organizations.
o Mortgage or student loan interest paid to you.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and patronage dividends that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A, 6042,
6044, 6045, 6049, 6050A and 6050N. Privacy Act Notice. Section 6109 requires
most recipients of dividend, interest, or other payments to give taxpayer
identification numbers to payers who must report the payments to IRS. IRS uses
the numbers for identification purposes. Payers must be given the numbers
whether or not recipients are required to file tax returns. Payers must
generally withhold 30% of taxable interest, dividend, and certain other payments
to a payee who does not furnish a taxpayer identification number to a payer.
Certain penalties may also apply.
Penalties
a) Penalty for Failure to Furnish Taxpayer Identification Number. If
you fail to furnish your taxpayer identification number to a payer, you are
subject to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
b) Failure to Report Certain Dividend and Interest Payments. If you
fail to include any portion of an includible payment for interest, dividends or
patronage dividends in gross income, such failure will be treated as being due
to negligence and will be subject to a penalty of 5% on any portion of an
under-payment attributable to that failure unless there is clear and convincing
evidence to the contrary.
c) Civil Penalty for False Information with Respect to Withholding. If
you make a false statement with no reasonable basis which results in no
imposition of backup withholding, you are subject to a penalty of $500.
d) Criminal Penalty for Falsifying Information. Falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT
OR THE INTERNAL REVENUE SERVICE
Exhibit (a)(7)
FOR IMMEDIATE RELEASE: CONTACT:
Valhi, Inc. Bobby D. O'Brien
Three Lincoln Centre Vice President and Chief Financial Officer
5430 LBJ Freeway, Suite 1700 (972) 233-1700
Dallas, Texas 75240-2697
VALHI, INC. ANNOUNCES TENDER OFFER FOR UP TO 1,000,000 6 5/8% CONVERTIBLE
PREFERRED SECURITIES, BENEFICIAL UNSECURED CONVERTIBLE SECURITIES,
OF TIMET CAPITAL TRUST I
DALLAS, TEXAS. . . May 5, 2003 . . . Valhi, Inc. (NYSE: VHI) today
announced that it will commence a tender offer to purchase for cash up to
1,000,000 6 5/8% convertible preferred securities, beneficial unsecured
convertible securities, of TIMET Capital Trust I, for a purchase price of $10.00
per security. The securities include the associated guarantee by Titanium Metals
Corporation (NSYE:TIE), or TIMET. The tender offer will commence today and will
expire at 12:00 midnight, New York City time, on Monday, June 2, 2003, unless
extended. Tendered securities may be withdrawn at any time prior to the
expiration date.
The terms and conditions of the tender offer appear in Valhi's Offer to
Purchase, dated May 5, 2003, and the related Letter of Transmittal. Copies of
these and other related documents will be mailed to all holders of the
securities. Completion of the tender offer is conditioned upon certain terms and
conditions described in the Offer to Purchase. Subject to applicable law, Valhi
may, in its sole discretion, waive any condition applicable to the tender offer
and may extend or otherwise amend the tender offer.
Innisfree M&A Incorporated is the information agent for the tender
offer and Computershare Trust Company of New York is the depositary. Copies of
the Offer to Purchase, Letter of Transmittal and related documents may be
obtained at no charge from the information agent or from the website of the
Securities and Exchange Commission at www.sec.gov. Additional information
concerning the terms of the tender offer, including all questions relating to
the mechanics of the tender offer, may be obtained by contacting the information
agent at (888) 750-5834.
This news release is not an offer to purchase, nor a solicitation of an
offer to sell with respect to any securities. The tender offer may only be made
pursuant to the Offer to Purchase and the accompanying Letter of Transmittal.
INVESTORS AND SECURITY HOLDERS ARE STRONGLY ADVISED TO READ BOTH THE
TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING
THE TENDER OFFER REFERRED TO IN THIS PRESS RELEASE, WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. THE TENDER OFFER STATEMENT WILL
BE FILED BY VALHI WITH THE SECURITIES AND EXCHANGE COMMISSION AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL BE FILED BY TIMET WITH THE SECURITIES
AND EXCHANGE COMMISSION. INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY
OF THESE STATEMENTS (WHEN AVAILABLE) AND OTHER DOCUMENTS FILED BY VALHI AND
TIMET AT THE SEC'S WEBSITE AT WWW.SEC.GOV.