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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 31,2003
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, 2003
OF
RTI INTERNATIONAL METALS, INC.
Pursuant to Rule 12b-15, promulgated under the Securities Exchange Act of
1934, RTI International Metals, Inc., hereby amends each of the following Items
of its Annual Report on Form 10-K for the year ended December 31, 2003, so that,
as amended, such Items read as set forth herein.
Index to Exhibits
Exhibit 23.2
Exhibit 99.1
Exhibit 99.2
Exhibit 99.3
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
RTI INTERNATIONAL METALS, INC.
By /s/ GORDON BERKSTRESSER
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GORDON BERKSTRESSER
Vice President & Controller
Dated: JUNE 28, 2004
INDEX TO EXHIBITS
SEQUENTIAL
EXHIBIT PAGE
NO. DESCRIPTION NUMBER
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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
3.3 RTI International Metals, Inc., Code of Ethical Business Conduct,
filed herewith
4.1 Credit Agreement between RTI International Metals, Inc. and PNC Bank,
National Association, as agent; U.S. Bank, National City Bank of
Pennsylvania and Lasalle Bank, National Association as co-agents,
dated as of April 12, 2002, incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2002
10.1 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
10.2 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.
10.3 RTI International Metals, Inc. Supplemental Pension Plan effective
August 1, 1987, and amended as of January 28, 2000, incorporated by
reference to Exhibit 10.5 to the Company's Annual Report on Form 10-K
for the year ended December 31, 2000
10.4 RTI International Metals, Inc. Excess Benefits Plan effective July 18,
1991, as amended January 28, 2000, incorporated by reference to
Exhibit 10.6 to the Company's Annual Report on Form 10-K for the year
ended December 31, 2000
10.5 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
10.6 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
10.7 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
10.8 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
10.9 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
10.10 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
10.11 Letter Agreement, dated December 3, 2003, between the Company and T.G.
Rupert, with respect to retirement benefits, filed herewith
10.12 RTI International Metals, Inc., Supplemental Pension Plan effective
August 1, 1987, amended January 28, 2000 and amended January 30, 2004,
filed herewith
21 Subsidiaries of the Company
23.1 Consent of PricewaterhouseCoopers LLP (previously filed)
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney
31.1 Certification of Chief Executive Officer required by Item 307 of
Regulation S-K as promulgated by the Securities and Exchange
Commission and pursuant to Section 302 of Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer required by Item 307 of
Regulation S-K as promulgated by the Securities and Exchange
Commission and pursuant to Section 302 of Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
99.1 Financial Statements of the RMI Employee Savings and Investment Plan
for the year ended December 31, 2003
99.2 Financial Statements of the RMI Bargaining Unit Employee Savings and
Investment Plan for the year ended December 31, 2003
99.3 Financial Statements of the RTI International Metals, Inc. Employee
Savings and Investment Plan for the year ended December 31, 2003