SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 63)*
NL INDUSTRIES, INC.
(Name of Issuer)
Common Stock, $0.125 par value
(Title of Class of Securities)
629156 40 7
(CUSIP Number)
STEVEN L. WATSON
THREE LINCOLN CENTRE
SUITE 1700
5430 LBJ FREEWAY
DALLAS, TEXAS 75240-2694
(972) 233-1700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 19, 2001
(Date of Event which requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [ ]
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following pages)
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tremont Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 10,215,541
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
10,215,541
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,215,541
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.6%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tremont Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 10,215,541
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
10,215,541
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,215,541
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.6%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tremont Holdings, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 10,215,541
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
10,215,541
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,215,541
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.6%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Valhi, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC and BK
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.5%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Valhi Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.5%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
National City Lines, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.5%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NOA, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.5%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dixie Holding Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.5%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dixie Rice Agricultural Corporation, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.5%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Southwest Louisiana Land Company, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.5%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Contran Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.5%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Combined Master Retirement Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.5%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
EP
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harold Simmons Foundation, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.5%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harold C. Simmons
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
11,000
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 40,420,406
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 11,000
10 SHARED DISPOSITIVE POWER
40,420,406
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ X ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
AMENDMENT NO. 63
TO SCHEDULE 13D
This amended statement on Schedule 13D (this "Statement") relates to the
common stock, $0.125 par value per share (the "Shares"), of NL Industries, Inc.,
a New Jersey corporation (the "Company"). Items 2, 3, 4, 5, 6 and 7 of this
Statement are hereby amended as set forth below.
Item 2. Identity and Background.
Item 2 is amended as follows:
(a) This Statement is filed (i) by Tremont Corporation ("Tremont") and
Valhi, Inc. ("Valhi") as the direct holders of Shares, (ii) by virtue of the
direct and indirect ownership of securities of Tremont or Valhi (as described
below in this Statement), by Tremont Group, Inc. ("TGI") and Tremont Holdings,
LLC ("TRE Holdings"), Valhi Group, Inc. ("VGI"), National City Lines, Inc.
("National"), NOA, Inc. ("NOA"), Dixie Holding Company ("Dixie Holding"), Dixie
Rice Agricultural Corporation, Inc. ("Dixie Rice"), Southwest Louisiana Land
Company, Inc. ("Southwest"), Contran Corporation ("Contran"), The Combined
Master Retirement Trust (the "CMRT") and the Harold Simmons Foundation, Inc.
(the "Foundation") and (iii) by virtue of his positions with Contran and certain
of the other entities (as described in this Statement), by Harold C. Simmons
(collectively, the "Reporting Persons"). By signing this Statement, each
Reporting Person agrees that this Statement is filed on its or his behalf.
Valhi and Tremont are the direct holders of approximately 60.9% and 20.6%,
respectively, of the 49,523,884 Shares outstanding as of September 10, 2001
according to information provided by the Company (the "Outstanding Shares").
Together, Valhi and Tremont may be deemed to control the Company. TGI, TRE
Holdings and Valhi are the holders of approximately 80.0%, 0.1% and 0.1%,
respectively, of the outstanding shares of common stock of Tremont and together
may be deemed to control Tremont. Valhi and TRE Holdings are the direct holders
of 80.0% and 20.0%, respectively, of the outstanding common stock of TGI.
Together Valhi and TRE Holdings may be deemed to control TGI. The Company is the
sole member of TRE Holdings and may be deemed to control TRE Holdings. VGI,
National, Contran, the Foundation, the Contran Deferred Compensation Trust No. 2
(the "CDCT No. 2") and the CMRT are the direct holders of 81.7%, 9.5%, 2.1%,
0.5%, 0.4% and 0.1%, respectively, of the common stock of Valhi. Together, VGI,
National and Contran may be deemed to control Valhi. National, NOA and Dixie
Holding are the direct holders of approximately 73.3%, 11.4% and 15.3%,
respectively, of the outstanding common stock of VGI. Together, National, NOA
and Dixie Holding may be deemed to control VGI. Contran and NOA are the direct
holders of approximately 85.7% and 14.3%, respectively, of the outstanding
common stock of National and together may be deemed to control National. Contran
and Southwest are the direct holders of approximately 49.9% and 50.1%,
respectively, of the outstanding common stock of NOA and together may be deemed
to control NOA. Dixie Rice is the direct holder of 100% of the outstanding
common stock of Dixie Holding and may be deemed to control Dixie Holding.
Contran is the holder of 100% of the outstanding common stock of Dixie Rice and
may be deemed to control Dixie Rice. Contran is also the holder of approximately
88.9% of the outstanding common stock of Southwest and may be deemed to control
Southwest.
Substantially all of Contran's outstanding voting stock is held by trusts
established for the benefit of certain children and grandchildren of Harold C.
Simmons (the "Trusts"), of which Mr. Simmons is the sole trustee. As sole
trustee of each of the Trusts, Mr. Simmons has the power to vote and direct the
disposition of the shares of Contran stock held by each of the Trusts. Mr.
Simmons, however, disclaims beneficial ownership of any shares of Contran stock
that the Trusts hold.
The Foundation directly holds approximately 0.5% of the outstanding Valhi
common stock. The Foundation is a tax-exempt foundation organized for charitable
purposes. Harold C. Simmons is the chairman of the board and chief executive
officer of the Foundation and may be deemed to control the Foundation.
The CDCT No. 2 directly holds approximately 0.4% of the outstanding Valhi
common stock. U.S. Bank National Association serves as the trustee of the CDCT
No. 2. Contran established the CDCT No. 2 as an irrevocable "rabbi trust" to
assist Contran in meeting certain deferred compensation obligations that it owes
to Harold C. Simmons. If the CDCT No. 2 assets are insufficient to satisfy such
obligations, Contran is obligated to satisfy the balance of such obligations as
they come due. Pursuant to the terms of the CDCT No. 2, Contran (i) retains the
power to vote the shares of Valhi common stock held directly by the CDCT No. 2,
(ii) retains dispositive power over such shares and (iii) may be deemed the
indirect beneficial owner of such shares.
The CMRT directly holds approximately 0.1% of the outstanding shares of
Valhi common stock. Valhi established the CMRT as a trust to permit the
collective investment by master trusts that maintain the assets of certain
employee benefit plans Valhi and related companies adopt. Mr. Simmons is the
sole trustee of the CMRT and a member of the trust investment committee for the
CMRT. Mr. Simmons is a participant in one or more of the employee benefit plans
that invest through the CMRT.
Valmont Insurance Company ("Valmont") and a subsidiary of the Company
directly own 1,000,000 shares and 1,186,200 shares, respectively, of Valhi
common stock. Valhi is the direct holder of 100% of the outstanding common stock
of Valmont and may be deemed to control Valmont. Pursuant to Delaware law, Valhi
treats the shares of Valhi common stock that Valmont and the subsidiary of the
Company own as treasury stock for voting purposes and for the purposes of this
Statement are not deemed outstanding.
Mr. Harold C. Simmons is chairman of the board and chief executive officer
of TGI, Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest and
Contran. Mr. Simmons is also chairman of the board of the Company and a director
of Tremont.
By virtue of the holding of the offices, the stock ownership and his
service as trustee, all as described above, (a) Mr. Simmons may be deemed to
control the entities described above and (b) Mr. Simmons and certain of such
entities may be deemed to possess indirect beneficial ownership of Shares
directly held by certain of such other entities. However, Mr. Simmons disclaims
beneficial ownership of the Shares beneficially owned, directly or indirectly,
by any of such entities.
Harold C. Simmons' spouse is the direct owner 69,475 Shares and 77,000
shares of Valhi common stock. Mr. Simmons may be deemed to share indirect
beneficial ownership of such shares. Mr. Simmons disclaims all such beneficial
ownership.
Certain information concerning the directors and executive officers of the
Reporting Persons, including offices held by Mr. Simmons is set forth on
Schedule B attached hereto and incorporated herein by reference.
(b) The principal offices of TGI are located at Three Lincoln Centre, 5430
LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697. The principal offices of TRE
Holdings are located at Two Greenspoint Plaza, 16825 Northchase Drive, Suite
1200, Houston, Texas 77060. The business addresses of the directors and
executive officers of the Reporting Persons are set forth on Schedule B to this
Statement and incorporated herein by reference.
(c) TGI is engaged in holding shares of Tremont common stock. TRE Holdings
is engaged in holding shares of TGI and Tremont common stock.
(d) None of the Reporting Persons or, to the best knowledge of such
persons, any of the persons named in Schedule B to this Statement has been
convicted in a criminal proceeding in the past five years (excluding traffic
violations or similar misdemeanors).
(e) None of the Reporting Persons or, to the best knowledge of such
persons, any person named in Schedule B to this Statement, was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) TGI is a Delaware corporations. TRE Holdings is a Delaware limited
liability company. Harold C. Simmons and all the persons named on Schedule B to
this Statement are citizens of the United States, except as otherwise indicated
on such Schedule.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is amended as follows:
The Reporting Persons understand that the funds required by each person
named in Schedule B to this Statement to acquire Shares were from such person's
personal funds.
Item 4. Purpose of Transaction
Item 4 is amended as follows:
On September 19, 2001, Valhi sent a letter to Tremont and Titanium Metals
Corporation ("TIMET"), a Delaware corporation that is a 39% owned subsidiary of
Tremont, proposing to sell each of Valhi's and Tremont's Shares to TIMET for
shares of TIMET common stock and TIMET debt securities on terms to be
appropriately determined. A copy of the letter is attached hereto as Exhibit 5
and incorporated herein by reference. On September 21, 2001, Valhi issued a
press release stating that Valhi would not approve any transaction that may be
negotiated with an independent committee of TIMET's board of directors and its
advisors without the affirmative vote of a majority of the TIMET shares voting
that are held by persons other than Valhi, Tremont and their affiliates. There
is no assurance that any transaction will be consummated under the terms of the
proposed offer or otherwise.
Depending upon their evaluation of the Company's business and prospects,
and upon future developments (including, but not limited to, performance of the
Shares in the market, availability of funds, alternative uses of funds, the
Reporting Persons' tax planning objectives and money, stock market and general
economic conditions), any of the Reporting Persons or other entities that may be
deemed to be affiliated with Contran may from time to time purchase Shares, and
any of the Reporting Persons, or other entities that may be deemed to be
affiliated with Contran may from time to time dispose of all or a portion of the
Shares held by such person, or cease buying or selling Shares. Any such
additional purchases or sales of the Shares may be in open market or privately
negotiated transactions or otherwise.
As described under Item 2, Harold C. Simmons, through Contran, may be
deemed to control the Company.
The information included in Item 6 of this Statement is incorporated herein
by reference.
The Reporting Persons understand that prior purchases of Shares by each of
the persons named in Schedule B to this Statement and Mr. Simmons' spouse were
made for the purpose of such person's personal investment.
Certain of the persons named in Schedule B to this Statement, namely Susan
E. Alderton, David B. Garten, Robert D. Hardy, J. Landis Martin, Harold C.
Simmons, Glenn R. Simmons, Thomas P. Stafford and Steven L. Watson are directors
or officers of the Company and may acquire Shares from time to time pursuant to
benefit plans that the Company sponsors or other compensation arrangements with
the Company.
Except as described in this Item 4, none of the Reporting Persons nor, to
the best knowledge of such persons, any other person named in Schedule B to the
this Statement has formulated any plans or proposals that relate to or would
result in any matter required to be disclosed in response to paragraphs (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended as follows:
(a) Valhi, Tremont, Harold C. Simmons' spouse and Harold C. Simmons are the
direct beneficial owners of 30,135,390, 10,215,541, 69,475 and 3,000 Shares,
respectively. In addition, Harold C. Simmons holds stock options exercisable for
8,000 Shares, some of which stock options will not vest within 60 days of the
filing of this Statement.
By virtue of the relationships described under Item 2 of this Statement:
(1) Tremont, TGI and TRE Holdings may each be deemed to be the
beneficial owner of the 10,215,541 Shares (approximately 20.6% of the
Outstanding Shares) directly held by Tremont;
(2) Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest,
Contran, the CMRT and the Foundation may each be deemed to be the
beneficial owner of the 40,350,931 Shares (approximately 81.5% of the
Outstanding Shares) directly held by Valhi and Tremont; and
(3) Harold C. Simmons may be deemed to be the beneficial owner of the
40,431,406 Shares (approximately 81.6% of the Outstanding Shares) directly
held by Valhi, Tremont, Mr. Simmons' spouse and himself and including the
8,000 Shares that Mr. Simmons can acquire by exercise of stock options
(some of which stock options will not vest within 60 days of the filing of
this Statement).
Mr. Simmons disclaims beneficial ownership of all Shares, except the 3,000
Shares that he holds directly and the 8,000 Shares that Mr. Simmons can acquire
by exercise of stock options.
The Reporting Persons understand, based on ownership filings with the
Securities and Exchange Commission (the "Commission") or upon information
provided by the persons listed on Schedule B to this Statement, that such
persons may be deemed to own personally and beneficially the Shares as indicated
on Schedule C to this Statement.
(b) By virtue of the relationships described in Item 2:
(1) Tremont, TGI and TRE Holdings may each be deemed to share the
power to vote and direct the disposition of the 10,215,541 Shares that
Tremont directly holds;
(2) Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest,
Contran, the CMRT and the Foundation may each be deemed to share the power
to vote and direct the disposition of the 40,350,931 Shares that Valhi and
Tremont directly hold;
(3) Harold C. Simmmons may be deemed to share the power to vote and
direct the disposition of the 40,420,406 Shares that Valhi, Tremont and Mr.
Simmons' spouse directly hold; and
(4) Harold C. Simmmons may be deemed to have the sole power to vote
and direct the disposition of the 3,000 Shares that he holds directly and
the 8,000 shares that he can acquire pursuant to the exercise of stock
options (some of which stock options will not vest within 60 days of the
filing of this Statement).
(d) Each of Valhi, Tremont, Harold C. Simmons' spouse and Harold C. Simmons
has the right to receive and the power to direct the receipt of dividends from,
and proceeds from the sale of, the Shares that such entity or person directly
holds.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Item 6 is amended as follows:
As of November 6, 1998, Valhi entered into a Credit Agreement (the "Valhi
Credit Facility") among Valhi, Comerica Bank ("Comerica"), U.S. Bank National
Association ("U.S. Bank") and Societe Generale, Southwest Agency ("SoGen," and
collectively with Comerica and U.S. Bank, the "Banks"), for itself and as the
administrative agent, issuing bank and arranger. The Banks committed to loan to
Valhi under the Valhi Credit Facility up to an aggregate of $50 million. The
maximum amount that Valhi could borrow under the Valhi Credit Facility could be
increased to a maximum of $100 million, if and when additional participating
banks committed to loan additional amounts to Valhi under the Valhi Credit
Facility.
As of November 5, 1999, Valhi and the Banks entered into a First Amendment
Agreement extending the maturity date of Valhi Credit Facility to November 3,
2000. As of November 3, 2000, Valhi and the Banks entered into a Second
Amendment Agreement providing for, among other things:
(a) U.S. Bank National Association ("U.S. Bank")replacing SoGen as agent,
issuing bank and arranger of the Valhi Credit Facility;
(b) SoGen withdrawing from the Valhi Credit Facility;
(c) A reduced aggregate principal amount that Valhi could borrow under the
Valhi Credit Facility of $40 million, with the ability to add commitments from
current or new banks up to an aggregate principal amount of $100 million; and
(d) A maturity date extended from November 3, 2000 to November 2, 2001.
As of December 1, 2000, Texas Capital Bank agreed to join the Valhi Credit
Facility and the aggregate principal amount Valhi could borrow under the Valhi
Credit Facility was increased to $45 million.
Borrowings under the Valhi Credit Facility bear interest (i) for base rate
borrowings, at the rate announced publicly from time to time by U.S. Bank as its
prime rate or 0.50% over the federal funds rate or (ii) for eurodollar
borrowings, at a rate of 1.5% over the relevant rate (adjusted for statutory
reserve requirements for eurodollar liabilities) at which deposits in U.S.
dollars are offered to U.S. Bank's London office in the interbank eurodollar
market (the one, two, three or six month rate at Valhi's option). Valhi's
obligations under the Valhi Credit Facility are collateralized by certain
Shares. As of September 19, 2001, Valhi had borrowed $30.0 million under the
Valhi Credit Facility and had pledged 29,974,610 Shares (60.5% of the
Outstanding Shares) under the Valhi Credit Facility. The foregoing summary of
the Valhi Credit Facility is qualified in its entirety by reference to Exhibits
1, 2, 3, and 4 to this Statement.
The information included in Item 4 of this Statement is hereby incorporated
herein by reference.
Other than as set forth above, none of the Reporting Persons or, to the
best knowledge of such persons, any person named in Schedule B to this Statement
has any contract, arrangement, understanding or relationship (legal or
otherwise) with any person with respect to securities of the Company, including,
but not limited to, transfer or voting of any such securities, finder's fees,
joint ventures, loans or option arrangements, puts or calls, guarantees of
profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended and restated as follows:
Exhibit 1 Credit Agreement dated as of November 6, 1998 among Valhi, Inc.,
the financial institutions from time to time that are a party
thereto (the "Banks") and Societe Generale, Southwest Agency, as the
administrative agent, issuing bank and arranger (incorporated by
reference to Exhibit 1 to Amendment No. 59 to this Statement).
Exhibit 2 First Amendment Agreement dated as of November 5, 1999 among
Valhi, Inc., the Banks and Societe Generale, Southwest Agency, as
the administrative agent of the banks(incorporated by reference to
Exhibit 2 to Amendment No. 60 to this Statement).
Exhibit 3 Second Amendment Agreement dated as of November 3, 2000 among
Valhi, Inc., the Banks and U.S. Bank National Association as the
administrative agent, issuing bank and arranger (incorporated by
reference to Exhibit 3 to Amendment No. 15 to the Schedule 13D filed
on October 24, 2000 with the Securities and Exchange Commission by
Tremont Holdings, LLC, NL Industries, Inc., Valhi, Inc., Valhi
Group, Inc., National City Lines, Inc., NOA, Inc., Dixie Holding
Company, Dixie Rice Agricultural Corporation, Inc., Southwest
Louisiana Land Company, Inc., Contran Corporation, the Harold
Simmons Foundation, Inc., The Combined Master Retirement Trust and
Harold C. Simmons with respect to the common stock, par value $1.00
per share, of Tremont Corporation).
Exhibit 4* Form of Accession Agreement dated as of December 1, 2000 among
Valhi, Inc., the Banks and U.S. Bank National Association, as the
administrative agent of the banks, and the related promissory note
in the original principal amount of $5.0 million payable to the
order of Texas Capital Bank.
Exhibit 5* Letter dated September 19, 2001 from Valhi, Inc. to the board of
directors of Titanium Metals Corporation and Tremont Corporation.
----------
* Filed herewith.
Signature
After reasonable 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.
Date: September 21, 2001
/s/ Harold C. Simmons
---------------------------
Harold C. Simmons
Signing in the capacities
listed on Schedule "A"
attached hereto and
incorporated herein by reference.
Signature
After reasonable 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.
Date: September 21, 2001
/s/ J. Landis Martin
--------------------------------
J. Landis Martin
Signing in the capacity
listed on Schedule "A"
attached hereto and
incorporated herein by reference.
Signature
After reasonable 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.
Date: September 21, 2001
/s/ Steven L. Watson
--------------------------------
Steven L. Watson
Signing in the capacities
listed on Schedule "A"
attached hereto and
incorporated herein by reference.
SCHEDULE A
HAROLD C. SIMMONS, in his individual capacity and as trustee of THE COMBINED
MASTER RETIREMENT TRUST.
J. LANDIS MARTIN, as president of:
TREMONT CORPORATION
TREMONT HOLDINGS LLC
STEVEN L. WATSON, as president or vice president of each of:
CONTRAN CORPORATION
DIXIE HOLDING COMPANY
DIXIE RICE AGRICULTURAL CORPORATION, INC.
HAROLD SIMMONS FOUNDATION, INC.
NATIONAL CITY LINES, INC.
NOA, INC.
SOUTHWEST LOUISIANA LAND COMPANY, INC.
TREMONT GROUP, INC.
VALHI GROUP, INC.
VALHI, INC.
Schedule B
Schedule B is hereby amended and restated as follows:
The names of the directors and executive officers of Contran Corporation
("Contran"), Dixie Holding Company ("Dixie Holding"), Dixie Rice Agricultural
Corporation, Inc. ("Dixie Rice"), the Harold Simmons Foundation, Inc. (the
"Foundation"), National City Lines, Inc. ("National"), NOA, Inc. ("NOA"),
Southwest Louisiana Land Company, Inc. ("Southwest"), Tremont Corporation
("Tremont"), Tremont Group, Inc. ("TGI"), Valhi Group, Inc. ("VGI") and Valhi,
Inc. ("Valhi"), and their present principal occupations are set forth below.
Except as otherwise indicated, each such person is a citizen of the United
States of America and the business address of each such person is 5430 LBJ
Freeway, Suite 1700, Dallas, Texas 75240.
Name Present Principal Occupation
----------------------------- ---------------------------------
Susan E. Alderton (1) Vice president, treasurer and chief financial officer of
NL Industries, Inc. (the "Company"); and a director of
Tremont.
Eugene K. Anderson Vice president of Contran, Dixie Holding, Dixie Rice, NOA,
National, Southwest, TGI, VGI and Valhi; and treasurer of
the Foundation.
Thomas E. Barry (2) Vice president for executive affairs at Southern Methodist
University and professor of marketing in the Edwin L. Cox
School of Business at Southern Methodist University; and a
director of Valhi.
Richard J. Boushka (3) Principal of Boushka Properties, a private investment
firm; and a director of Tremont.
Norman S. Edelcup (4) Senior vice president business development of Florida
Savings Bancorp; director of Valhi; and trustee of the
Baron Funds, a mutual fund group.
Lisa Simmons Epstein Director and president of the Foundation.
David B. Garten (5) Vice president, general counsel and secretary of the
Company; and vice president and secretary of Tremont
Holdings, LLC ("TRE Holdings").
Edward J. Hardin (6) Partner of the law firm of Rogers & Hardin LLP; and a
director of Valhi.
Robert D. Hardy (5) Vice president and controller of the Company and TRE
Holdings.
J. Mark Hollingsworth Vice president and general counsel of Contran, Dixie
Holding, Dixie Rice, NOA, National, Southwest, TGI, VGI
and Valhi; general counsel of the Foundation, CompX
International Inc., a manufacturer of ergonomic computer
support systems, precision ball bearing slides and
security products that is affiliated with Valhi ("CompX"),
and The Combined Master Retirement Trust, a trust Valhi
established to permit the collective investment by master
trusts that maintain the assets of certain employee
benefit plans Valhi and related companies adopt (the
"CMRT"); and acting general counsel of Keystone
Consolidated Industries, Inc. ("Keystone"), a manufacturer
of steel rod, wire and wire products that is affiliated
with Contran.
Keith A. Johnson Controller of the Foundation.
William J. Lindquist Director and senior vice president of Contran, Dixie
Holding, NOA, National, TGI and VGI; and senior vice
president of Dixie Rice, Southwest and Valhi.
A. Andrew R. Louis Secretary of Contran, CompX, Dixie Holding, Dixie Rice,
NOA, National, Southwest, TGI, VGI and Valhi.
Kelly D. Luttmer Tax director of Contran, CompX, Dixie Holding, Dixie Rice,
NOA, National, Southwest, TGI, VGI and Valhi.
J. Landis Martin (7) President, chief executive officer and a director of the
Company; president of TRE Holdings; chairman of the board,
president and chief executive officer of Tremont and
Titanium Metals Corporation, a producer of titanium metals
products that is affiliated with Tremont ("TIMET").
Andrew McCollam, Jr. (8) President and a director of Southwest; director of Dixie
Rice; and a private investor.
Harold M. Mire (9) Vice president of Dixie Rice and Southwest.
Robert E. Musgraves (7) Executive vice president, general counsel and secretary of
TIMET; and vice president, general counsel and secretary
of Tremont.
Bobby D. O'Brien Vice president and treasurer of Contran, Dixie Holding,
Dixie Rice, NOA, National, TGI, VGI and Valhi; and vice
president of Southwest.
Glenn R. Simmons Vice chairman of the board of Contran, Dixie Holding, NOA,
National, TGI, VGI and Valhi; chairman of the board of
CompX and Keystone; director and executive vice president
of Southwest and Dixie Rice; and a director of the
Company, Tremont and TIMET.
Harold C. Simmons Chairman of the board and chief executive officer of
Contran, Dixie Holding, Dixie Rice, the Foundation, NOA,
National, Southwest, TGI, VGI and Valhi; chairman of the
board of the Company; director of Tremont; and trustee and
member of the trust investment committee of the CMRT.
Richard A. Smith (9) Director and president of Dixie Rice.
Thomas P. Stafford (10) Co-founder of Stafford, Burke and Hecker, Inc., a
consulting company; director of the Company, Tremont and
TIMET; and a director of CMI Corporation and The Wackenhut
Corp.
Avy H. Stein (11) Managing partner of Willis, Stein & Partners, a private
equity investment firm; and a director of Tremont.
Gregory M. Swalwell Vice president and controller of Contran, Dixie Holding,
NOA, National, TGI, VGI and Valhi; and vice president of
Dixie Rice and Southwest.
J. Walter Tucker, Jr. (12) President, treasurer and a director of Tucker & Branham,
Inc., a mortgage banking, insurance and real estate
company; vice chairman of the board of Keystone; a
director of Valhi; and a member of the trust investment
committee of the CMRT.
Mark A. Wallace (7) Executive vice president, chief financial officer and
treasurer of TIMET; and vice president, chief financial
officer and treasurer of Tremont.
Steven L. Watson Director and president of Contran, Dixie Holding, NOA,
National, TGI, VGI and Valhi; director and executive vice
president of Dixie Rice and Southwest; director, vice
president and secretary of the Foundation; and a director
of the Company, Tremont and TIMET.
----------
(1) The principal business address for Ms. Alderton is 70 East 55th Street, 8th
Floor, New York, New York 10022.
(2) The principal business address for Dr. Barry is Southern Methodist
University, Perkins Administration Bldg. #224, Dallas, Texas 75275.
(3) The principal business address for Mr. Boushka is 7701 East Kellogg, Suite
440, Wichita, Kansas 67207.
(4) The principal business address for Mr. Edelcup is 8181 Southwest 117th
Street, Pinecrest, Florida 33156.
(5) The principal business address for Messrs. Garten and Hardy is Two
Greenspoint Plaza, 16825 Northchase Drive, Suite 1200, Houston, Texas
77060.
(6) The principal business address for Mr. Hardin is 229 Peachtree Street,
N.E., Suite 2700, Atlanta, Georgia 30303.
(7) The principal business address for Messrs. Martin, Musgraves and Wallace is
1999 Broadway, Suite 4300, Denver, Colorado 80202.
(8) The principal business address for Mr. McCollam is 402 Canal Street, Houma,
Louisiana 70360.
(9) The principal business address for Messrs. Mire and Smith is 600 Pasquiere
Street, Gueydan, Louisiana 70542-0010.
(10) The principal business address for Gen. Stafford is 1006 Cameron Street,
Alexandria, Virginia 22314.
(11) The principal business address for Mr. Stein is 227 West Monroe St., Suite
4300, Chicago, Illinois 60606.
(12) The principal business address for Mr. Tucker is 400 E. Central Boulevard,
Orlando, Florida 32801.
SCHEDULE C
Schedule C is hereby amended and restated as follows:
Based upon ownership filings with the Commission or upon information
provided by the persons listed on Schedule B to this Statement, such persons may
be deemed to personally beneficially own Shares, as outlined below:
Shares Options
Name Held Held (1) Total
-------------------------- ----------- ----------- -----------
Susan E. Alderton (2) 41,157 63,000 104,157
Eugene K. Anderson -0- -0- -0-
Thomas E. Barry -0- -0- -0-
Richard J. Boushka -0- -0- -0-
Norman S. Edelcup -0- -0- -0-
Lisa Simmons Epstein 1,000 -0- 1,000
David B. Garten (3) 22,335 93,000 115,335
Edward J. Hardin -0- -0- -0-
Robert D. Hardy (4) 16,344 43,000 59,344
J. Mark Hollingsworth (5) 500 -0- 500
Keith A. Johnson -0- -0- -0-
William J. Lindquist -0- -0- -0-
A. Andrew R. Louis -0- -0- -0-
Kelly D. Luttmer -0- -0- -0-
J. Landis Martin 56,000 228,600 284,600
Andrew McCollam, Jr. -0- -0- -0-
Harold M. Mire -0- -0- -0-
Robert E. Musgraves -0- -0- -0-
Bobby D. O'Brien -0- -0- -0-
Glenn R. Simmons 1,000 6,000 7,000
Harold C. Simmons (6) 3,000 6,000 9,000
Richard A. Smith -0- -0- -0-
Thomas P. Stafford 1,000 2,000 3,000
Avy H. Stein -0- -0- -0-
Gregory M. Swalwell -0- -0- -0-
J. Walter Tucker, Jr. -0- -0- -0-
Mark A. Wallace -0- -0- -0-
Steven L. Watson 4,000 -0- 4,000
----------
(1) Represents Shares issuable pursuant to the exercise within 60 days of the
date of this Statement of stock options.
(2) Includes 12,796 Shares credited to Ms. Alderton's account under the NL
Industries, Inc. Retirement Savings Plan (the "Savings Plan").
(3) Comprises 22,335 Shares held by Mr. Garten and his wife as joint tenants.
(4) Includes 16,344 shares held by Mr. Hardy and his wife as joint tenants.
(5) Comprises 500 Shares Mr. Hollingsworth holds in his individual retirement
account.
(6) Mr. Simmons may be deemed to possess indirect beneficial ownership of the
Shares as described in Item 5 of this Statement. Item 5 of this Statement
reports all Shares issuable pursuant to the exercise of Mr. Simmons' stock
options, regardless of vesting, while this Schedule C reports only those
Shares that Mr. Simmons can receive within 60 days of the date of this
Statement upon exercise of his stock options. Mr. Simmons disclaims
beneficial ownership of all Shares except for the 3,000 Shares that he
holds directly and the 8,000 Shares that Mr. Simmons can acquire by
exercise of stock options (6,000 of which vest within 60 days of the date
of the Statement).
EXHIBIT INDEX
Exhibit 1 Credit Agreement dated as of November 6, 1998 among Valhi, Inc.,
the financial institutions from time to time that are a party
thereto (the "Banks") and Societe Generale, Southwest Agency, as the
administrative agent, issuing bank and arranger (incorporated by
reference to Exhibit 1 to Amendment No. 59 to this Statement).
Exhibit 2 First Amendment Agreement dated as of November 5, 1999 among
Valhi, Inc., the Banks and Societe Generale, Southwest Agency, as
the administrative agent of the banks(incorporated by reference to
Exhibit 2 to Amendment No. 60 to this Statement).
Exhibit 3 Second Amendment Agreement dated as of November 3, 2000 among
Valhi, Inc., the Banks and U.S. Bank National Association as the
administrative agent, issuing bank and arranger (incorporated by
reference to Exhibit 3 to Amendment No. 15 to the Schedule 13D filed
on October 24, 2000 with the Securities and Exchange Commission by
Tremont Holdings, LLC, NL Industries, Inc., Valhi, Inc., Valhi
Group, Inc., National City Lines, Inc., NOA, Inc., Dixie Holding
Company, Dixie Rice Agricultural Corporation, Inc., Southwest
Louisiana Land Company, Inc., Contran Corporation, the Harold
Simmons Foundation, Inc., The Combined Master Retirement Trust and
Harold C. Simmons with respect to the common stock, par value $1.00
per share, of Tremont Corporation).
Exhibit 4* Form of Accession Agreement dated as of December 1, 2000 among
Valhi, Inc., the Banks and U.S. Bank National Association, as the
administrative agent of the banks, and the related promissory note
in the original principal amount of $5.0 million payable to the
order of Texas Capital Bank.
Exhibit 5* Letter dated September 19, 2001 from Valhi, Inc. to the board of
directors of Titanium Metals Corporation and Tremont Corporation.
----------
* Filed herewith.
EXHIBIT H
FORM OF ACCESSION AGREEMENT
This Accession Agreement dated as of December 1, 2000 (this "Agreement) is
executed and delivered in connection with the Credit Agreement dated as of
November 6, 1998, among Valhi, Inc., a Delaware corporation, the financial
institutions parties thereto, as Banks, U.S. Bank National Association, as the
Administrative Agent, the Issuing Bank, and the Arranger (as modified from time
to time, the "Credit Agreement," the capitalized terms of which are used herein
unless otherwise defined herein).
Whereas, as contemplated by Section 2.18 of the Credit Agreement, the
Borrower has requested that the aggregate Commitments be increased to
$45,000,000; and
Whereas, Texas Capital Bank has agreed to become a Bank under the Credit
Agreement with a Commitment of $5,000,000;
Now therefore the parties hereto agree as follows:
1. Texas Capital Bank shall, on and as of the Effective Date (as herein
defined) become a Bank under the Credit Agreement with a Commitment of
$5,000,000.
2. Texas Capital Bank hereby (i) confirms that it has received a copy of
the Credit Agreement, together with copies of the financial statements referred
to in Section 4.01(e) thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Agreement; (ii) agrees that it will, independently and without reliance
upon the Agent or any other Bank, and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Credit Agreement or any other Credit
Document; (iii) appoints and authorizes the Agent to take such action as agent
on its behalf and to exercise such powers under the Credit Agreement and any
other Credit Document as are delegated to the Agent by the terms thereof,
together with such powers as are reasonably incidental thereto; (iv) agrees that
it will perform all of the obligations which by the terms of the Credit
Agreement or any other Credit Document are required to be performed by it as a
Bank; (v) specifies as its Applicable Lending Offices the offices set forth in
Annex A of this Agreement.
3. The address for notices to Texas Capital Bank under the Credit Agreement
is set forth on Annex A to this Agreement.
4. On the Effective Date, notwithstanding anything to the contrary in the
Credit Agreement, the Texas Capital Bank shall be a "Bank" for all purposes
under the Credit Agreement.
5. On the Effective Date, the Borrower shall execute and deliver to Texas
Capital Bank a Note in the form of Exhibit A attached to the Credit Agreement,
which Note shall be dated as of the Effective Date, shall be payable to the
order of Texas Capital Bank, and shall be in the amount of $5,000,000.
6. The date this Agreement becomes effective (the "Effective Date") shall
be December 1, 2000, provided that on such date (i) no Default shall have
occurred and be continuing and (ii) the Borrower shall prepay any outstanding
Advances which were made by the Banks prior to such date.
7. In connection with this Agreement, the Borrower hereby represents and
warrants that all of the representations and warranties set forth in the Credit
Documents (other than those made as of a specific date) are true and correct in
all material respects on and as of the date of this Agreement, and no Default
has occurred.
8. This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
IN WITNESS WHEREOF this Agreement is executed and delivered as of the date
first mentioned above.
BORROWER:
VALHI, INC.
By:
---------
Name:
---------
Title:
---------
AGENT:
U.S. BANK NATIONAL ASSOCIATION,
As Agent
By:
---------
Name:
---------
Title:
---------
TEXAS CAPITAL BANK:
By:
---------
Name:
---------
Title:
---------
ANNEX A TO ACCESSION AGREEMENT
APPLICABLE LENDING OFFICES AND
ADDRESSES FOR NOTICE FOR TEXAS CAPITAL BANK
Applicable Lending Offices:
Domestic Lending Office: Eurodollar Lending Office:
----------------------- --------------------------
4230 LBJ Freeway
Dallas, Texas 75244
Attention: Lee Martinez Attention:
Telephone: 214-560-4533 Telephone:
Telecopy: 214-991-4560 Telecopy:
Address for Notices:
2100 McKinney Ave.
Suite 900
Dallas, Texas 75201
Attention: Reed Allton
Telephone: 214-932-6670
Telecopy: 214-932-6604
PROMISSORY NOTE
$5,000,000 December 1, 2000
For value received, the undersigned, Valhi, Inc., a Delaware corporation
(the "Borrower"), hereby promises to pay to the order of Texas Capital Bank (the
"Bank") the principal sum of Five Million and No/100 Dollars ($5,000,000) or, if
less, the aggregate outstanding principal amount of the Advances (as defined in
the Credit Agreement referred to below) made by the Bank to the Borrower,
together with interest on the unpaid principal amount of each such Advance from
the date of such Advance until such principal amount is paid in full, at such
interest rates, and at such times, as are specified in the Credit Agreement.
This Note is the Promissory Note referred to in, and is entitled to the
benefits of, and is subject to the terms of, the Credit Agreement dated as of
November 6, 1998, as amended (as the same may be further amended or modified
from time to time, the "Credit Agreement") among the Borrower, the Bank, the
other financial institutions parties thereto, and U.S. Bank National
Association, as the Administrative Agent (the "Agent"), the Issuing Bank, and
the Arranger. Capitalized terms used in this Note that are defined in the Credit
Agreement and not otherwise defined in this Note have the meanings assigned to
such terms in the Credit Agreement. The Credit Agreement, among other things,
(a) provides for the making of Advances by the Bank to the Borrower from time to
time in an aggregate amount not to exceed at any time outstanding the Dollar
amount first above mentioned and (b) contains provisions for acceleration of the
maturity of this Note upon the happening of certain events stated in the Credit
Agreement and for prepayments of principal prior to the maturity of this Note
upon the terms and conditions specified in the Credit Agreement.
Both principal and interest are payable in lawful money of the United
States of America to the Agent at 555 Southwest Oak Street, Suite 400, Portland,
Oregon 97204 (or at such other location or address as may be specified by the
Agent in writing to the Borrower) in same day funds. The Bank shall record all
Advances and payments of principal made under this Note, but no failure of the
Bank to make such recordings shall affect the Borrower's repayment obligations
under this Note.
Except as specifically provided in the Credit Agreement, the Borrower
hereby waives presentment, demand, protest, notice of intent to accelerate,
notice of acceleration, and any other notice of any kind. No failure to
exercise, and no delay in exercising, any rights hereunder on the part of the
holder of this Note shall operate as a waiver of such rights.
This Note shall be governed by and construed in accordance with the laws of
the state of New York.
VALHI, INC.
By:
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Name:
---------
Title:
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[Valhi, Inc. Letterhead]
Steven L. Watson
President
(972) 450-4216
September 19, 2001
Board of Directors Board of Directors
Titanium Metals Corporation Tremont Corporation
1999 Broadway 1999 Broadway
Suite 4300 Suite 4300
Denver, Colorado 80202 Denver, Colorado 80202
Ladies and Gentlemen:
Valhi, Inc. and Tremont Corporation own 30,135,390 shares and 10,215,541
shares, respectively, of the common stock of NL Industries, Inc., representing
approximately 81.5% of the outstanding shares of NL.
Valhi believes TIMET's acquisition of the NL shares held by Valhi and
Tremont in a transaction in which each NL share would be exchanged for 1.65 to
2.00 shares of newly-issued TIMET common stock plus TIMET debt securities in the
principal amount of $10.00 to $12.00, with terms to be appropriately determined,
would provide an attractive investment opportunity for TIMET at a fair and
reasonable price for all parties. Such an acquisition would, among other things,
(i) allow TIMET to diversify into an industry that historically would moderate
TIMET's business cycles, (ii) provide a significant and consistent level of
profitability to offset TIMET's inconsistent financial results, (iii) improve
access to capital resources and markets as a result of a significantly larger
asset and capital base, (iv) facilitate future growth through expansion of
current operations and potential acquisitions, (v) provide for opportunities to
achieve administrative cost savings and (vi) result in TIMET and NL becoming
members of the same consolidated tax group, which could provide significant tax
benefits to TIMET.
Your prompt consideration and response to this proposal is appreciated.
Sincerely,
Steven L. Watson, President