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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM __________ TO _________
Commission File Number 1-10319
RTI INTERNATIONAL METALS, INC.
(Exact name of registrant as specified in its charter)
OHIO 52-2115953
(State of Incorporation) (I.R.S. Employer
Identification No.)
1000 WARREN AVENUE, NILES, OHIO 44446
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 330-544-7700
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FORM 10-K/A
AMENDMENT NO. 1 TO
ANNUAL REPORT
ON
FORM 10-K
FOR THE YEAR ENDED
DECEMBER 31, 1999
OF
RTI INTERNATIONAL METALS, INC.
Pursuant to Rule 12b-15, promulgated under the Securities Exchange Act of
1934, RMI Titanium Company hereby amends each of the following Items of its
Annual Report on Form 10-K for the year ended December 31, 2000, so that, as
amended, such Items read as set forth herein.
Index to Exhibits
Exhibit 23.2
Exhibit 99.1
Exhibit 99.2
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INDEX TO EXHIBITS
SEQUENTIAL
EXHIBIT PAGE
NO. DESCRIPTION NUMBER
--- ----------- ------
2.0 Amended and Restated Reorganization Agreement, incorporated
by reference to Exhibit 2.1 to the Company's Registration
Statement on Form S-1 No. 33-30667 Amendment No. 1.
2.1 Stock Purchase Agreement, dated as of October 1, 1998, by
and among RTI International Metals, Inc., New Century
Metals, Inc., Richard R. Burkhart and Joseph H. Rice,
incorporated by reference to Exhibit 2.1 and 2.2 to the
Company's Current Report on Form 8-K dated October 15, 1998.
2.2 Asset Purchase Agreement, dated October 1, 1998, by and
among Weld-Tech Engineering Services, L.P. and Weld-Tech
Engineering, L.P., incorporated by reference to Exhibit 2.1
and 2.2 to the Company's Current Report on Form 8-K dated
October 15, 1998.
3.1 Amended and Restated Articles of Incorporation of the
Company, effective April 29, 1999, incorporated by reference
to Exhibit 3.1 to the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1999.
3.2 Amended Code of Regulations of the Company, incorporated by
reference to Exhibit 3.3 to the Company's Registration
Statement on Form S-4 No. 333-61935.
4.1 Credit Agreement between RTI International Metals, Inc. and
PNC Bank, National Association, as agent; Mellon Bank,
National Association of Pennsylvania and Bank One, National
Association as co-agents, dated as of September 30, 1998,
incorporated by reference to the Company's Quarterly Report
on Form 10-Q for the quarterly period ended September 30,
1998.
4.2 Amendment to Credit Agreement between RTI International
Metals, Inc. and PNC Bank, National Association, as agent:
Mellon Bank, National Association of Pennsylvania and Bank
One, National Association, as co-agents, dated May 11, 2000
filed herewith.
10.1 Agreement for the sale and purchase of titanium
tetrachloride between SCM Chemicals, Inc., and RMI Titanium
Company dated March 9, 1993, incorporated by reference to
Exhibit 10.13 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1992.+
10.2 Agreement for the supply, purchase and sale of chlorine
between SCM Chemicals, Inc., and RMI Titanium Company dated
as of November 13, 1990, incorporated by reference to
Exhibit 10.3 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1990.
10.3 RMI Company Annual Incentive Compensation Plan, incorporated
by reference to Exhibit 10.3 to the Company's Registration
Statement on Form S-1 No. 33-30667 Amendment No. 2.
10.4 RMI Titanium Company 1989 Stock Option Incentive Plan,
incorporated by reference to Exhibit 10.4 to the Company's
Registration Statement on Form S-1 No. 33-30667 Amendment
No. 2.
10.5 RTI International Metals, Inc. Supplemental Pension Plan
effective August 1, 1987, and amended as of January 28,
2000, filed herewith.
10.6 RTI International Metals, Inc. Excess Benefits Plan
effective July 18, 1991, as amended January 28, 2000, filed
herewith.
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SEQUENTIAL
EXHIBIT PAGE
NO. DESCRIPTION NUMBER
--- ----------- ------
10.7 Sales Agreement for the supply of titanium sponge and plasma
electrodes between Oregon Metallurgical Corporation and RMI
Titanium Company dated as of August 8, 1994 incorporated by
reference to Exhibit 10.9 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1995.+
10.8 Sales Agreement for the supply of titanium sponge between
Osaka Titanium Co., Ltd., Sumitomo Corporation, Sumitomo
Corporation of America, and RMI Titanium Company dated as of
September 4, 1992 incorporated by reference to Exhibit 10.10
to the Company's Annual Report on Form 10-K for the year
ended December 31, 1995.+
10.9 RTI International Metals, Inc., 1995 Stock Plan incorporated
by reference to Exhibit 10.11 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1995.
10.10 Employment agreement, dated August 1, 1999, between the
Company and John H. Odle, incorporated by reference to
Exhibit 10.10 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1999.
10.11 Employment agreement, dated August 1, 1999, between the
Company and T. G. Rupert, incorporated by reference to
Exhibit 10.11 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1999.
10.12 Employment agreement, dated August 1, 1999 between the
Company and Dawne S. Hickton, incorporated by reference to
Exhibit 10.12 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1999.
10.13 Employment agreement, dated August 1, 1999 between the
Company and Lawrence W. Jacobs, incorporated by reference to
Exhibit 10.13 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1999.
10.14 Employment agreement, dated November 1, 1999, between the
Company and Gordon L. Berkstresser, incorporated by
reference to Exhibit 10.14 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1999.
21 Subsidiaries of the Company.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
24 Powers of Attorney.
99.1 Financial Statements of The RMI Employee Savings and
Investment Plan for the year ended December 31, 2000 (to be
filed by amendment).
99.2 Financial Statements of The RMI Bargaining Unit Employee
Savings and Investment Plan for the year ended December 31,
2000 (to be filed by amendment).
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+ Confidential treatment has been requested.