SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 19)*
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 27, 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. 19
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 4 and 7 of this Statement are
hereby amended as set forth below.
Item 4. Purpose of Transaction.
Item 4 is amended as follows.
On September 19, 2001, Valhi, Inc., a Delaware corporation of which the
Company is a majority owned subsidiary ("Valhi"), sent a letter to the Company
and Titanium Metals Corporation, a Delaware corporation that is a 39% owned
subsidiary of the Company ("TIMET"), proposing (the "Proposal") to sell each of
Valhi's and the Company's shares of common stock of NL Industries, Inc., a New
Jersey corporation that is a majority owned subsidiary of Valhi, to TIMET for
shares of TIMET common stock and TIMET debt securities on terms to be
appropriately determined. A copy of the September 19, 2001 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. On September 27, 2001, Valhi sent a letter to the
Company and TIMET withdrawing the Proposal. A copy of the September 27, 2001
letter is attached hereto as Exhibit 11 and incorporated herein by reference.
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.
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 FirstAmendment 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 StockPurchase 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 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 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
(incorporated by reference to Exhibit 10 to Amendment No. 18 to
this Statement).
Exhibit 11* Letter dated September 27, 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: October 3, 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: October 3, 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: October 3, 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.
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 FirstAmendment 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 StockPurchase 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 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 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
(incorporated by reference to Exhibit 10 to Amendment No. 18 to
this Statement).
Exhibit 11* Letter dated September 27, 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 27, 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:
On September 19, 2001, Valhi, Inc. delivered a proposal to you whereby the
shares of the common stock of NL Industries, Inc. held by Valhi and Tremont
would be transferred to TIMET in exchange for TIMET debt and equity securities.
Valhi has concluded that assessing the business and financial prospects of
NL and TIMET in the current economic environment would be difficult, thereby
impairing the respective parties' ability to properly and adequately value the
securities of both companies. Therefore, Valhi hereby withdraws its proposal to
TIMET.
Sincerely,
Steven L. Watson, President