SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 18)*
TREMONT CORPORATION
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
894745 20 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. 894745 20 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)
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,141,421
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,141,421
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,141,421
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 894745 20 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)
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 5,149,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,149,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,149,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
CUSIP No. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NL Industries, 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
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,149,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,149,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,149,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 894745 20 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 5,154,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,154,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,154,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 894745 20 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 5,154,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,154,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,154,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 894745 20 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 5,154,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,154,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,154,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 894745 20 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 5,154,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,154,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,154,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 894745 20 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 5,154,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,154,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,154,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 894745 20 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 5,154,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,154,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,154,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 894745 20 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 5,154,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,154,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,154,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 894745 20 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 5,154,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,154,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,154,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 894745 20 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 5,154,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,154,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,154,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 894745 20 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 5,154,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,154,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,154,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
EP
CUSIP No. 894745 20 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
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,154,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,154,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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. 18
TO SCHEDULE 13D
This amended statement on Schedule 13D (this "Statement") relates to the
common stock, par value $1.00 per share (the "Shares"), of Tremont Corporation,
a Delaware 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 Group, Inc. ("TGI"), Tremont
Holdings, LLC ("TRE Holdings") and Valhi, Inc. ("Valhi") as the direct holders
of Shares, (ii) by virtue of the direct and indirect ownership of securities of
TGI, by TRE Holdings and Valhi, NL Industries, Inc ("NL"), 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 Harold Simmons Foundation, Inc. (the "Foundation")
and the Combined Master Retirement Trust (the "CMRT") 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.
TGI, TRE Holdings and Valhi are the holders of approximately 80.0%, 0.1%
and 0.1%, respectively, of the 6,424,858 Shares outstanding as of July 31, 2001
according to the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2001 (the "Outstanding Shares"). Together, TGI, TRE Holdings and Valhi
may be deemed to control the Company. 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. NL is the sole
member of TRE Holdings and may be deemed to control TRE Holdings. Valhi and the
Company are the direct holders of approximately 60.9% and 20.6%, respectively,
of the outstanding common stock of NL and together may be deemed to control NL.
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 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 owed
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 NL 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 NL 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 NL and a director of the
Company.
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 of NL common
stock 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.
(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) 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 the persons
named in Schedule B to this Statement to acquire Shares (other than Shares
Harold C. Simmons may be deemed to own beneficially) 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 the Company and Titanium
Metals Corporation, a subsidiary of the Company ("TIMET"), proposing to sell
each of Valhi's and the Company's shares of NL common stock 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 10 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, the Company 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 (other than Harold C. Simmons)
were made for the purpose of each such person's personal investment.
Certain of the persons named in Schedule B to this Statement, namely 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) TGI, TRE Holdings and Valhi are the beneficial owners of 5,141,421 of
the Shares (approximately 80.0% of the Outstanding Shares), 8,167 of the Shares
(approximately 0.1% of the Outstanding Shares) and 5,000 of the Shares
(approximately 0.1% of the Outstanding Shares), respectively.
By virtue of the relationships described under Item 2 of this Statement:
(1) TRE Holdings and NL may each be deemed to be the beneficial owner
of the 5,149,588 Shares (approximately 80.2% of the Outstanding Shares)
that TGI and TRE Holdings directly hold; and
(2) Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest,
Contran, the Foundation, the CMRT and Harold C. Simmons may each be deemed
to be the beneficial owner of the 5,154,588 Shares (approximately 80.2% of
the Outstanding Shares) that TGI, TRE Holdings and Valhi directly hold.
Mr. Simmons disclaims beneficial ownership of all Shares.
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 beneficially the Shares as indicated on Schedule C
to this Statement.
(b) By virtue of the relationships described in Item 2:
(1) TGI may be deemed to share the power to vote and direct the
disposition of the Shares that TGI directly holds;
(2) TRE Holdings and NL may each be deemed to share the power to vote
and direct the disposition of the Shares that TGI and TRE Holdings directly
hold; and
(3) Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest,
Contran, the Foundation, the CMRT and Harold C. Simmons may each be deemed
to share the power to vote and direct the disposition of the Shares that
TGI, TRE Holdings and Valhi directly hold.
(d) Each of TGI, TRE Holdings and Valhi has the right to receive and the
power to direct the receipt of dividends from, and proceeds from the sale of,
the 5,141,421, 8,167 and 5,000 Shares, respectively, held by such entity.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Item 6 is amended as follows.
The information included in Item 4 of this Statement is hereby incorporated
herein by reference.
Except for the provisions and agreements previously described in this item,
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 and Societe Generale, Southwest Agency, as the
administrative agent, issuing bank and arranger (incorporated by
reference to Exhibit 1 to Amendment No. 59 to the Schedule 13D
filed on November 23, 1999 with the Securities and Exchange
Commission by Tremont Corporation, Valmont Insurance Company,
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 Combined Master Retirement Trust, the Harold
Simmons Foundation, Inc. and Harold C. Simmons with respect to
the common stock, par value $0.125 per share, of NL Industries,
Inc.).
Exhibit 2 First Amendment Agreement dated as of November 5, 1999 among
Valhi, Inc., the financial institutions from time to time that
are a party thereto and Societe Generale, Southwest Agency, as
the administrative agent, issuing bank and arranger (incorporated
by reference to Exhibit 2 to Amendment No. 60 to the Schedule 13D
filed on December 14, 1999 with the Securities and Exchange
Commission by Tremont Corporation, Valmont Insurance Company,
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 Combined Master Retirement Trust, the Harold
Simmons Foundation, Inc. and Harold C. Simmons with respect to
the common stock, par value $0.125 per share, of NL Industries,
Inc.).
Exhibit 3 Second Amendment Agreement dated as of November 3, 2000 among
Valhi, Inc., the financial institutions from time to time that
are a party thereto 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 this Statement).
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 (incorporated by reference to
Exhibit 4 to Amendment No. 63 to the Schedule 13D filed on
September 25, 2001 with the Securities and Exchange Commission by
Tremont Corporation, Tremont Group, Inc., Tremont Holdings, LLC,
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 Combined Master Retirement Trust, the Harold
Simmons Foundation, Inc. and Harold C. Simmons with respect to
the common stock, par value $0.125 per share, of NL Industries,
Inc.).
Exhibit 5 Stock Purchase Agreement dated as of November 7, 2000 between
Valhi, Inc. and J. Landis Martin (incorporated by reference to
Exhibit 4 to Amendment No. 16 to this Statement).
Exhibit 6 Certificate of Incorporation of Tremont Group, Inc.
(incorporated by reference to Exhibit 5 to Amendment No. 17 to
this Statement).
Exhibit 7 Voting Agreement dated as of December 31, 2000 between Valhi,
Inc. and Tremont Holdings, LLC (incorporated by reference to
Exhibit 6 to Amendment No. 17 to this Statement).
Exhibit 8 Tax Sharing Purchase Agreement dated as of January 1, 2001
among Valhi, Inc., Contran Corporation and NL Industries, Inc.
(incorporated by reference to Exhibit 7 to Amendment No. 17 to
this Statement).
Exhibit 9 Tax Sharing Purchase Agreement dated as of January 1, 2001
among Valhi, Inc., Contran Corporation and Tremont Corporation
(incorporated by reference to Exhibit 8 to Amendment No. 17 to
this Statement).
Exhibit 10* 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 26, 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 26, 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 26, 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 for THE COMBINED
MASTER RETIREMENT TRUST.
J. LANDIS MARTIN, as president of each of:
NL INDUSTRIES, INC.
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"), NL Industries, Inc.
("NL"), NOA, Inc. ("NOA"), Southwest Louisiana Land Company, Inc. ("Southwest"),
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; and a
director of Tremont Corporation (the "Company").
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.
Norman S. Edelcup (3) 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 (4) Vice president, general counsel and secretary of NL; and
vice president and secretary of Tremont Holdings, LLC
("TRE Holdings").
Edward J. Hardin (5) Partner of the law firm of Rogers & Hardin LLP; and a
director of Valhi.
Robert D. Hardy (4) Vice president and controller of NL 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; 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 (6) President, chief executive officer and a director of NL;
president of TRE Holdings; chairman of the board,
president and chief executive officer of the Company and
Titanium Metals Corporation, a producer of titanium metals
products that is affiliated with the Company ("TIMET").
Andrew McCollam, Jr. (7) President and a director of Southwest; director of Dixie
Rice; and a private investor.
Harold M. Mire (8) Vice president of Dixie Rice and Southwest.
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.
Kenneth R. Peak (9) President, chief executive officer and chairman of the
board of Contango Oil & Gas Company, a publicly traded
independent oil and gas exploration and production
company; and a director of NL.
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 NL, TIMET and the Company.
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 NL; director of the
Company; and trustee and member of the trust investment
committee of the CMRT.
Richard A. Smith (8) Director and president of Dixie Rice.
Thomas P. Stafford (10) Co-founder of Stafford, Burke and Hecker, Inc., a
consulting company; director of NL, TIMET and the Company;
and a director of CMI Corporation and The Wackenhut Corp.
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. (11) 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.
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, NL and TIMET.
Lawrence A. Wigdor (4) Director and executive vice president of NL.
----------
(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. Edelcup is 8181 Southwest 117th
Street, Pinecrest, Florida 33156.
(4) The principal business address for Messrs. Garten, Hardy and Wigdor is Two
Greenspoint Plaza, 16825 Northchase Drive, Suite 1200, Houston, Texas
77060.
(5) The principal business address for Mr. Hardin is 229 Peachtree Street,
N.E., Suite 2700, Atlanta, Georgia 30303.
(6) The principal business address for Mr. Martin is 1999 Broadway, Suite 4300,
Denver, Colorado 80202.
(7) The principal business address for Mr. McCollam is 402 Canal Street, Houma,
Louisiana 70360.
(8) The principal business address for Messrs. Mire and Smith is 600 Pasquiere
Street, Gueydan, Louisiana 70542-0010.
(9) The principal business address for Mr. Peak is 3700 Buffalo Speedway, Suite
960, Houston, Texas 77098.
(10) The principal business address for Gen. Stafford is 1006 Cameron Street,
Alexandria, Virginia 22314.
(11) 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 own personally and beneficially Shares, as outlined below:
Shares Options
Name Held Held (1) Total
-------------------------- ----------- ----------- -----------
Susan E. Alderton (2) 727 -0- 727
Eugene K. Anderson -0- -0- -0-
Thomas E. Barry -0- -0- -0-
Norman S. Edelcup -0- -0- -0-
Lisa Simmons Epstein 298 -0- 298
David B. Garten 500 -0- 500
Edward J. Hardin -0- -0- -0-
Robert D. Hardy 318 -0- 318
J. Mark Hollingsworth -0- -0- -0-
Keith A. Johnson 100 -0- 100
William J. Lindquist -0- -0- -0-
A. Andrew R. Louis -0- -0- -0-
Kelly D. Luttmer -0- -0- -0-
J. Landis Martin (3) 41,109 60,000 101,109
Andrew McCollam, Jr. -0- -0- -0-
Harold M. Mire -0- -0- -0-
Bobby D. O'Brien -0- -0- -0-
Kenneth R. Peak -0- -0- -0-
Glenn R. Simmons 19 -0- 19
Harold C. Simmons (4) -0- -0- -0-
Richard A. Smith 30 -0- 30
Thomas P. Stafford -0- 4,000 4,000
Gregory M. Swalwell -0- -0- -0-
J. Walter Tucker, Jr. (5) 1,125 -0- 1,125
Steven L. Watson 4,474 -0- 4,474
Lawrence A. Wigdor -0- -0- -0-
----------
(1) Represents Shares issuable pursuant to the exercise of stock options within
60 days of the date of this Statement.
(2) Includes 11 Shares held by the trustee for the benefit of Ms. Alderton
under the NL Industries, Inc. Retirement Savings Plan (the "NL Savings
Plan").
(3) Includes 520 Shares held by the trustee for the benefit of Mr. Martin under
the NL Savings Plan.
(4) Mr. Simmons may also be deemed to possess indirect beneficial ownership of
the Shares described in Item 5(a) of this Statement. Mr. Simmons disclaims
beneficial ownership of all Shares.
(5) Includes 525 Shares held by Statewide Guaranty Title Company of which Mr.
Tucker owns 100% of the outstanding common stock.
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 and Societe Generale, Southwest Agency, as the
administrative agent, issuing bank and arranger (incorporated by
reference to Exhibit 1 to Amendment No. 59 to the Schedule 13D
filed on November 23, 1999 with the Securities and Exchange
Commission by Tremont Corporation, Valmont Insurance Company,
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 Combined Master Retirement Trust, the Harold
Simmons Foundation, Inc. and Harold C. Simmons with respect to
the common stock, par value $0.125 per share, of NL Industries,
Inc.).
Exhibit 2 First Amendment Agreement dated as of November 5, 1999 among
Valhi, Inc., the financial institutions from time to time that
are a party thereto and Societe Generale, Southwest Agency, as
the administrative agent, issuing bank and arranger (incorporated
by reference to Exhibit 2 to Amendment No. 60 to the Schedule 13D
filed on December 14, 1999 with the Securities and Exchange
Commission by Tremont Corporation, Valmont Insurance Company,
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 Combined Master Retirement Trust, the Harold
Simmons Foundation, Inc. and Harold C. Simmons with respect to
the common stock, par value $0.125 per share, of NL Industries,
Inc.).
Exhibit 3 Second Amendment Agreement dated as of November 3, 2000 among
Valhi, Inc., the financial institutions from time to time that
are a party thereto 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 this Statement).
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 (incorporated by reference to
Exhibit 4 to Amendment No. 63 to the Schedule 13D filed on
September 25, 2001 with the Securities and Exchange Commission by
Tremont Corporation, Tremont Group, Inc., Tremont Holdings, LLC,
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 Combined Master Retirement Trust, the Harold
Simmons Foundation, Inc. and Harold C. Simmons with respect to
the common stock, par value $0.125 per share, of NL Industries,
Inc.).
Exhibit 5 Stock Purchase Agreement dated as of November 7, 2000 between
Valhi, Inc. and J. Landis Martin (incorporated by reference to
Exhibit 4 to Amendment No. 16 to this Statement).
Exhibit 6 Certificate of Incorporation of Tremont Group, Inc.
(incorporated by reference to Exhibit 5 to Amendment No. 17 to
this Statement).
Exhibit 7 Voting Agreement dated as of December 31, 2000 between Valhi,
Inc. and Tremont Holdings, LLC (incorporated by reference to
Exhibit 6 to Amendment No. 17 to this Statement).
Exhibit 8 Tax Sharing Purchase Agreement dated as of January 1, 2001
among Valhi, Inc., Contran Corporation and NL Industries, Inc.
(incorporated by reference to Exhibit 7 to Amendment No. 17 to
this Statement).
Exhibit 9 Tax Sharing Purchase Agreement dated as of January 1, 2001
among Valhi, Inc., Contran Corporation and Tremont Corporation
(incorporated by reference to Exhibit 8 to Amendment No. 17 to
this Statement).
Exhibit 10* Letter dated September 19, 2001 from Valhi, Inc. to the board
of directors of Titanium Metals Corporation and Tremont
Corporation.
----------
* Filed herewith.
[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
