SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 68)*
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)
November 4, 2002
(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)
21.4%
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)
21.4%
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, 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)
84.6%
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
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)
84.6%
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
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)
84.6%
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
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)
84.6%
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
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)
84.6%
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
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)
84.6%
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
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)
84.6%
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
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)
84.6%
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
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)
84.6%
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)
84.6%
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
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
15,000
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 40,420,406
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 15,000
10 SHARED DISPOSITIVE POWER
40,420,406
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,000
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. 68
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, 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"), 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 63.2% and
21.4%, respectively, of the 47,682,384 Shares outstanding as of November 14,
2002 according to the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002 (the "Outstanding Shares"). Together, Valhi and Tremont
may be deemed to control the Company. TGI, the Company 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 the Company are the direct holders of approximately 80.0% and 20.0%,
respectively, of the outstanding common stock of TGI. Together Valhi and the
Company may be deemed to control TGI. VGI, National, Contran, the Foundation,
the Contran Deferred Compensation Trust No. 2 (the "CDCT No. 2") and the CMRT
are the direct holders of approximately 80.6%, 9.5%, 2.1%, 1.4%, 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 1.4% 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, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest and
Contran. Mr. Simmons is also chairman of the board of the Company and Valhi 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 of 69,475 Shares. 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 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) The present principal occupation or employment of the directors and
executive officers of the Reporting Persons are set forth on Schedule B to this
Statement 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) Contran, Dixie Holding, National, Valhi, TGI and Tremont are
Delaware corporations. VGI is a Nevada corporation. NOA is a Texas corporation
and the Foundation is a Texas non-profit corporation. Dixie Rice and Southwest
are Louisiana corporations. The CMRT is governed by the laws of the state of
Texas, except as those laws are superseded by federal law. 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 4. Purpose of Transaction.
Item 4 is amended as follows.
On November 4, 2002, Valhi and Tremont entered into an Agreement and
Plan of Merger, as amended, for Valhi to acquire Tremont in a stock-for-stock
exchange (the "Merger Agreement"). The description of the Merger Agreement
contained in this Statement is qualified in its entirety by reference to
Appendix A to the Registration Statement on Form S-4 (Reg. No. 333-101244) filed
by Valhi on November 15, 2002 (the "Registration Statement") with the Securities
and Exchange Commission (the "Commission"), which Appendix A is incorporated
herein by reference. Pursuant to the Merger Agreement, a wholly owned subsidiary
of Valhi will merge (the "Merger") with and into Tremont with Tremont being the
surviving entity. In the Merger, each stockholder of Tremont, other than Valhi
and TGI, will receive 3.4 shares of Valhi common stock for each outstanding
share of Tremont common stock held by such stockholder. The Merger Agreement
provides that Tremont's stockholders will receive cash in lieu of Valhi issuing
any fractional shares in the Merger. The Merger is subject to customary closing
conditions and will require the approval of the holders of a majority of the
outstanding shares of Tremont common stock. TGI has indicated that it intends to
vote its shares of Tremont common stock in favor of adoption of the Merger
Agreement. Therefore, assuming that TGI so votes its shares of Tremont common
stock, the Merger Agreement will be adopted and the Merger will be completed.
On November 4, 2002, Valhi and TGI entered into an Agreement and Plan
of Merger for Valhi to acquire all of TGI in a stock-for-stock exchange (the
"TGI Merger Agreement"). The description of the TGI Merger Agreement contained
in this Statement is qualified in its entirety by reference to Exhibit 10.3 to
Valhi's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002,
which agreement is incorporated herein by reference. Pursuant to the TGI Merger
Agreement, a wholly owned subsidiary of Valhi will merge (the "TGI Merger") with
and into TGI with TGI being the surviving entity. In the TGI Merger, Valhi will
issue 3,495,200 shares of its common stock in exchange for the Company's
approximately 20% ownership interest in TGI. The number of shares of Valhi
common stock to be issued to the Company in the TGI Merger is equal to the
Company's approximately 20% pro rata interest in the 5,141,421 shares of Tremont
common stock currently owned by TGI, adjusted for the same 3.4 exchange ratio in
the Merger. The effectiveness of the TGI Merger, which has been approved by
TGI's stockholders, is a condition to Tremont's obligations to close the Merger.
Since the Company is a majority owned subsidiary of Valhi, pursuant to
Delaware law Valhi will treat any Shares issued to the Company in the Merger or
the TGI Merger as treasury stock for voting purposes.
On November 5, 2002, Valhi and Tremont issued a joint press release
disclosing the execution of the Merger Agreement. A copy of the press release is
incorporated herein by reference to the Form 425 filed by Valhi with the
Commission on November 5, 2002.
On November 15, 2002, Valhi filed the Registration Statement to
register the shares of Valhi common stock to be issued in the Merger. The
prospectus included in the Registration Statement also serves as a proxy
statement pursuant to which Tremont's board of directors plans to solicit
proxies from Tremont's stockholders to adopt the Merger Agreement. The
information contained in the Registration Statement under the captions "The
Merger - General Description," "- Background of the Merger," "- Valhi's Reasons
for the Merger," "- Ownership Interests in Valhi Common Stock After the Merger,"
"- Management and Operations After the Merger," "- Litigation Relating to the
Merger" and "Related Transactions to Be Completed Immediately Prior to and as
Soon as Possible Following the Completion of the Merger," is incorporated herein
by reference. The information contained in the prospectus/proxy statement that
is a part of the Registration Statement is not complete and may be changed.
Valhi cannot sell the securities to be issued in the Merger until the Commission
declares the Registration Statement effective. The prospectus/proxy statement
that is a part of the Registration Statement is not an offer to sell such
securities and it is not soliciting an offer to buy such securities in any state
where offers or sales are not permitted. The prospectus/proxy statement that is
a part of the Registration Statement is not soliciting material from Tremont's
board of directors in connection with the solicitation of proxies for the
adoption of the Merger Agreement.
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
or persons 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 or
persons 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 entity or 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 under Item 6 of this Amendment No. 68 to this
Statement is incorporated herein by reference.
Certain of the persons named in Schedule B to this Statement, namely J.
Landis Martin, Thomas P. Stafford, Glenn R. Simmons, Harold C. Simmons 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
this Statement has formulated any plans or proposals which 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 5,000 Shares,
respectively. In addition, Harold C. Simmons holds stock options exercisable for
10,000 Shares, only 8,000 of which stock options are vested or will vest within
60 days of the filing of this Statement.
By virtue of the relationships described under Item 2 of this
Statement:
(1) Tremont and TGI may each be deemed to be the beneficial
owner of the 10,215,541 Shares (approximately 21.4% 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 84.6%
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 40,435,406 Shares (approximately 84.8% of the Outstanding
Shares) directly held by Valhi, Tremont, Mr. Simmons' spouse and
himself and including the 10,000 Shares that Mr. Simmons can acquire by
exercise of stock options (only 8,000 of which stock options are vested
or will vest within 60 days of the filing of this Statement).
Mr. Simmons disclaims beneficial ownership of all Shares, except the
5,000 Shares that he holds directly and the 10,000 Shares that Mr. Simmons can
acquire by exercise of stock options (only 8,000 of which stock options are
vested or will vest within 60 days of the filing of this Statement).
The Reporting Persons understand, based on ownership filings with the
Securities and Exchange 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 and TGI 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. Simmons 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. Simmons may be deemed to have the sole power to
vote and direct the disposition of the 5,000 Shares that he holds
directly and the 10,000 shares that he can acquire pursuant to the
exercise of stock options (only 8,000 of which stock options are vested
or will vest within 60 days of the filing of this Statement).
(c) Within the last 60 days of this amendment, certain of the persons
named on Schedule B to this Statement effected transactions in Shares and stock
options exercisable for Shares. Such transactions are set forth on Schedule D
attached hereto and incorporated herein by reference.
(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 is amended as follows:
Valhi is a party to a Credit Agreement (the "Valhi Credit Facility"),
as amended, with Comerica Bank, PNB Financial Bank, Texas Capital Bank and U.S.
Bank National Association (collectively, the "Banks"). The Banks have committed
to loan to Valhi under the Valhi Credit Facility up to an aggregate of $70.0
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. The maturity date for the Valhi Credit Agreement is
October 31, 2003.
Borrowings under the Valhi Credit Facility bear interest (i) for base
rate borrowings, at the greater of 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 November 22, 2002, Valhi had borrowed $62.0 million under
the Valhi Credit Facility, approximately $1.1 million of letters of credit were
outstanding under the Valhi Credit Facility and Valhi had pledged 29,974,610
Shares (62.9% of the Outstanding Shares) under the Valhi Credit Facility. The
aggregate amount that Valhi could borrow under the Valhi Credit Facility is
limited to one-third of the fair market value of the pledged Shares. The
foregoing summary of the Valhi Credit Facility is qualified in its entirety by
reference to Exhibits 7 through 14 to this Statement.
The information included in Item 4 of this Amendment No. 68 to 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 Letter dated July 26, 2002 from Valhi, Inc. to the board of
directors of Tremont Corporation (incorporated by reference to
Exhibit 99.1 to the Current Report on Form 8-K of Valhi, Inc.
the date of event of which is July 26, 2002).
Exhibit 2 Press Release of Valhi Inc. dated July 26, 2002 (incorporated
by reference to Exhibit 99.2 to the Current Report on Form 8-K
of Valhi, Inc. the date of event of which is July 26, 2002).
Exhibit 3 Press Release of Tremont Corporation dated July 29, 2002
(incorporated by reference to Exhibit 10 to Amendment No. 20
to the Schedule 13D filed on August 2, 2002 with the
Securities and Exchange Commission by Tremont Group, Inc,
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 Agreement and Plan of Merger dated November 4, 2002 among
Valhi, Inc., Valhi Acquisition Corp. and Tremont Corporation,
as amended (incorporated by reference to Appendix A to the
Registration Statement on Form S-4 (Reg. No. 333-101244) filed
by Valhi, Inc. with the Securities and Exchange Commission on
November 15, 2002).
Exhibit 5 Agreement and Plan of Merger dated as of November 4, 2002
among Valhi, Inc., Tremont Group, Inc. and Valhi Acquisition
Corp. II (incorporated by reference to Exhibit 10.3 to the
Quarterly Report on Form 10-Q of Valhi, Inc. for the quarter
ended September 30, 2002).
Exhibit 6 Joint Press Release of Valhi, Inc. and Tremont Corporation
dated November 5, 2002 (incorporated by referenced to the Form
425 filed by Valhi, Inc. with the Securities and Exchange
Commission on November 5, 2002).
Exhibit 7 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 Schedule 13D).
Exhibit 8 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 Schedule
13D).
Exhibit 9 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 10 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
this Schedule 13D).
Exhibit 11 Third Amendment of Credit Agreement dated as of November 2,
2001 among Valhi, Inc., the Banks and U.S. Bank National
Association as the administrative agent, issuing bank and
arranger (incorporated by reference to Exhibit 5 to Amendment
No. 65 to this Schedule 13D).
Exhibit 12 Form of Accession Agreement dated as of January 15, 2002 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 $15.0
million payable to the order of PNB Financial Bank
(incorporated by reference to Exhibit 6 to Amendment No. 65 to
this Schedule 13D).
Exhibit 13 Form of Accession Agreement dated as of February 15, 2002
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
$7.5 million payable to the order of Texas Capital Bank
(incorporated by reference to Exhibit 10 to Amendment No. 66
to this Schedule 13D).
Exhibit 14* Fourth Amendment of Credit Agreement dated as of November 1,
2002 among Valhi, Inc., the Banks and U.S. Bank National
Association as the administrative agent, issuing bank and
arranger.
- ----------
* 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: November 27, 2002
/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: November 27, 2002
/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: November 27, 2002
/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.
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
- ----------------------------- ---------------------------------
Eugene K. Anderson Vice president of Contran, Dixie Holding,
Dixie Rice, National, NOA, Southwest, TGI,
VGI and Valhi; and treasurer of the
Foundation.
Thomas E. Barry (1) 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 (2) 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.
Robert D. Graham Vice President of Contran and Valhi.
Edward J. Hardin (3) Partner of the law firm of Rogers & Hardin
LLP; and a director of Valhi.
J. Mark Hollingsworth Vice president and general counsel of
Contran, Dixie Holding, Dixie Rice,
National, NOA, 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, National, NOA, 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, National, NOA, Southwest, TGI,
VGI and Valhi.
Kelly D. Luttmer Tax director of Contran, CompX, Dixie
Holding, Dixie Rice, National, NOA,
Southwest, TGI, VGI and Valhi.
J. Landis Martin (4) President, chief executive officer and a
director of NL Industries, Inc. (the
"Company"); 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. (5) President and a director of Southwest;
director of Dixie Rice; and a private
investor.
W. Hayden McIlroy (6) Private investor primarily in real estate;
and a director of Tremont, Med Images, a
medical information company, and Cadco
Systems, Inc., a manufacturer of emergency
alert systems.
Harold M. Mire (7) Vice president of Dixie Rice and Southwest.
Robert E. Musgraves (4) Executive vice president and general counsel
of TIMET; and vice president, general
counsel and secretary of Tremont.
Bobby D. O'Brien Vice president, treasurer and director of
Dixie Holding, National, NOA and VGI; vice
president and treasurer of Contran, Dixie
Rice, TGI and Valhi; and vice president of
Southwest.
Glenn R. Simmons Vice chairman of the board of Contran, Dixie
Holding, National, NOA, 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, National, NOA,
Southwest, TGI and VGI; chairman of the
board of the Company and Valhi; director of
Tremont; and trustee and member of the trust
investment committee of the CMRT.
Richard A. Smith (7) Vice president of Dixie Rice.
Thomas P. Stafford (8) 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.
Gregory M. Swalwell Vice president and controller of Contran,
Dixie Holding, National, NOA, TGI, VGI and
Valhi; and vice president of Dixie Rice and
Southwest.
J. Walter Tucker, Jr. (9) 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 (4) 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, Dixie Rice, National, NOA, TGI and
VGI; director, president and chief executive
officer of Valhi; director and executive
vice president of Southwest; director, vice
president and secretary of the Foundation;
and a director of the Company, Tremont and
TIMET.
Terry N. Worrell (10) Associated with Worrell Investments, Inc., a
real estate investment company; and a
director of Tremont and Regency Centers, a
publicly traded developer/operator of
shopping centers.
- ----------
(1) The principal business address for Dr. Barry is Southern Methodist
University, Perkins Administration Bldg. #224, Dallas, Texas 75275.
(2) The principal business address for Mr. Edelcup is 8181 Southwest 117th
Street, Pinecrest, Florida 33156.
(3) The principal business address for Mr. Hardin is 229 Peachtree Street,
N.E., Suite 2700, Atlanta, Georgia 30303.
(4) The principal business address for Messrs. Martin, Musgraves and
Wallace is 1999 Broadway, Suite 4300, Denver, Colorado 80202.
(5) The principal business address for Mr. McCollam is 402 Canal Street,
Houma, Louisiana 70360.
(6) The principal business address for Mr. McIlroy is 6116 N. Central
Expressway, Dallas, Texas 75206.
(7) The principal business address for Messrs. Mire and Smith is 600
Pasquiere Street, Gueydan, Louisiana 70542-0010.
(8) The principal business address for Gen. Stafford is 1006 Cameron
Street, Alexandria, Virginia 22314.
(9) The principal business address for Mr. Tucker is 400 E. Central
Boulevard, Orlando, Florida 32801.
(10) The principal business address for Mr. Worrell is 6909 Vassar, Dallas,
Texas 75205.
SCHEDULE C
Schedule C is hereby amended and restated as follows:
Based upon ownership filings with the Securities and Exchange
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
-------------------------- ----------- ----------- -----------
Eugene K. Anderson -0- -0- -0-
Thomas E. Barry -0- -0- -0-
Norman S. Edelcup -0- -0- -0-
Lisa Simmons Epstein 1,000 -0- 1,000
Robert D. Graham -0- -0- -0-
Edward J. Hardin -0- -0- -0-
J. Mark Hollingsworth (2) 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 10,500 111,000 121,500
Andrew McCollam, Jr. -0- -0- -0-
W. Hayden McIlroy -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 3,000 8,000 11,000
Harold C. Simmons (3) 5,000 8,000 13,000
Richard A. Smith -0- -0- -0-
Thomas P. Stafford 3,000 4,000 7,000
Gregory M. Swalwell -0- -0- -0-
J. Walter Tucker, Jr. -0- -0- -0-
Mark A. Wallace -0- -0- -0-
Steven L. Watson 6,000 2,000 8,000
Terry N. Worrell -0- -0- -0-
- ----------
(1) Represents Shares issuable pursuant to the exercise within 60 days of
the date of this Statement of stock options.
(2) Comprises 500 Shares Mr. Hollingsworth holds in his individual
retirement account.
(3) 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
5,000 Shares that he holds directly and the 10,000 Shares that Mr.
Simmons can acquire by exercise of stock options (only 8,000 of which
stock options are vested or will vest within 60 days of the filing of
this Statement).
SCHEDULE D
Based upon ownership filings with the Securities and Exchange
Commission or upon information provided by the persons listed on Schedule B to
this Statement, J. Landis Martin effected the following transactions in Shares
or stock options exercisable for Shares during the past 60 days. All the
following sales of Shares and stock options exercisable for Shares were to the
Company.
I. On November 20, 2002, Mr. Martin sold 10,500 Shares for $18.00 per
Share to the Company to exercise partially his stock option exercisable
at $11.875 per Share, received 15,915 Shares in such exercise and
concurrently sold 5,415 of such Shares received in such exercise to the
Company for $18.00 per Share.
Shares
Purchased
Pursuant to
Stock Option Shaers Sold
Exercise on to the
Such Exercise Company on Sales Price
Name Date Date Price Such Date per Share
----------------------- ---------- --------- -------- --------- ---------
J. Landis Martin 11/20/02 10,500 $18.0000
11/20/02 15,915 $11.875 5,415 $18.0000
II. On November 20, 2002, Mr. Martin also sold to the Company stock options exercisable for the following number of Shares
for the following prices per underlying Share.
Aggregate Number of Sales Price of Stock
Underling Shares for Exercise Price per Option Expressed as
which the Stock Share of Such Stock a Price Per Share of
Name Date Option is Exercisable Option the Underlying Shares
- ----------------- ---------- --------------------- --------------------- ----------------------
J. Landis Martin 11/20/02 15,000 $14.2500 $3.7500
11/20/02 15,000 $15.7500 $2.2500
11/20/02 14,085 $11.8750 $6.1250
11/20/02 30,000 $13.3750 $4.6250
11/20/02 30,000 $14.8750 $3.1250
11/20/02 19,800 $12.1875 $5.8125
11/20/02 19,800 $13.6875 $4.3125
11/20/02 19,800 $15.1875 $2.8125
11/20/02 40,000 $14.2500 $3.7500
EXHIBIT INDEX
Exhibit 1 Letter dated July 26, 2002 from Valhi, Inc. to the
board of directors of Tremont Corporation
(incorporated by reference to Exhibit 99.1 to the
Current Report on Form 8-K of Valhi, Inc. the date of
event of which is July 26, 2002).
Exhibit 2 Press Release of Valhi Inc. dated July 26, 2002
(incorporated by reference to Exhibit 99.2 to the
Current Report on Form 8-K of Valhi, Inc. the date of
event of which is July 26, 2002).
Exhibit 3 Press Release of Tremont Corporation dated July 29,
2002 (incorporated by reference to Exhibit 10 to
Amendment No. 20 to the Schedule 13D filed on August
2, 2002 with the Securities and Exchange Commission
by Tremont Group, Inc, 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 Agreement and Plan of Merger dated November 4, 2002
among Valhi, Inc., Valhi Acquisition Corp. and
Tremont Corporation, as amended (incorporated by
reference to Appendix A to the Registration Statement
on Form S-4 (Reg. No. 333-101244) filed by Valhi,
Inc. with the Securities and Exchange Commission on
November 15, 2002).
Exhibit 5 Agreement and Plan of Merger dated as of November 4,
2002 among Valhi, Inc., Tremont Group, Inc. and Valhi
Acquisition Corp. II (incorporated by reference to
Exhibit 10.3 to the Quarterly Report on Form 10-Q of
Valhi, Inc. for the quarter ended September 30,
2002).
Exhibit 6 Joint Press Release of Valhi, Inc. and Tremont
Corporation dated November 5, 2002 (incorporated by
referenced to the Form 425 filed by Valhi, Inc. with
the Securities and Exchange Commission on November 5,
2002).
Exhibit 7 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 Schedule 13D).
Exhibit 8 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 Schedule 13D).
Exhibit 9 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 10 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 this
Schedule 13D).
Exhibit 11 Third Amendment of Credit Agreement dated as of
November 2, 2001 among Valhi, Inc., the Banks and
U.S. Bank National Association as the administrative
agent, issuing bank and arranger (incorporated by
reference to Exhibit 5 to Amendment No. 65 to this
Schedule 13D).
Exhibit 12 Form of Accession Agreement dated as of January 15,
2002 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 $15.0 million payable to
the order of PNB Financial Bank (incorporated by
reference to Exhibit 6 to Amendment No. 65 to this
Schedule 13D).
Exhibit 13 Form of Accession Agreement dated as of February 15,
2002 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 $7.5 million payable to
the order of Texas Capital Bank (incorporated by
reference to Exhibit 10 to Amendment No. 66 to this
Schedule 13D).
Exhibit 14* Fourth Amendment of Credit Agreement dated as of
November 1, 2002 among Valhi, Inc., the Banks and
U.S. Bank National Association as the administrative
agent, issuing bank and arranger.
- ----------
* Filed herewith.
FOURTH AMENDMENT OF CREDIT AGREEMENT
This Fourth Amendment of Credit Agreement (the "Fourth Amendment") is
entered into as of November 1, 2002, among VALHI, INC. (the "Borrower"), U.S.
BANK NATIONAL ASSOCIATION ("U.S. Bank"), COMERICA BANK, PNB FINANCIAL BANK, and
TEXAS CAPITAL BANK (collectively, the "Banks"), and U.S. Bank, as the
Administrative Agent and Issuing Bank.
RECITALS
A. The Borrower and the Banks are parties to a Credit Agreement dated
as of November 6, 1998, as amended by a First Amendment Agreement dated as of
November 5, 1999, a Second Amendment Agreement dated as of November 3, 2000, and
a Third Amendment of Credit Agreement date as of November 2, 2001 (which Credit
Agreement, as amended, is referred to in this Fourth Amendment as the "Credit
Agreement"). Capitalized terms defined in the Credit Agreement and not otherwise
defined in this Fourth Amendment are used in this Fourth Amendment with the
meanings so defined in the Credit Agreement.
B. The Borrower has requested the Banks to extend the Maturity Date of
the Credit Agreement for a period of 364 days.
C. The Banks have elected to renew and extend for 364 days the credit
facility governed by the Credit Agreement, as more particularly described in
this Fourth Amendment.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which hereby are acknowledged, the parties to this Fourth Amendment agree as
follows:
1. Amendment of the Credit Agreement. From and after the Fourth
Amendment Effective Date (as that term is defined in paragraph 3 below), the
Credit Agreement hereby is amended as follows:
(a) Amendment of Section 1.01 of the Credit Agreement. Section
1.01 of the Credit Agreement is amended as follows:
(i) the reference to the date "September 16, 1998" (which
previously was amended to October 24, 2001) in the definition
of the term "Agent Fee Letter" hereby is deleted and replaced
by "October 17, 2002"; and
(ii) the reference to the date "November 5, 1999" (which previously
has been amended to November 1, 2002) in the definition of the
term "Maturity Date" hereby is deleted and replaced by
"October 31, 2003."
(b) Revised Annexes. Annexes I, II, and III to the Credit
Agreement hereby are replaced in their entirety with Annexes I, II, and
III attached to this Fourth Amendment.
2. Extension Fee. Contemporaneously with the execution of this Fourth
Amendment, the Borrower shall pay the Agent (for distribution to the Banks in
accordance with their Pro Rata Shares) an extension fee of $70,000.
3. Additional Negative Covenant. The following provision hereby is
added to Section 5.02 of the Credit Agreement after subsection (h) thereof:
"(i) Relationship of Aggregate Exposure to NL Industries'
Liquidity. Permit the Aggregate Exposure as of December 31, 2002, or
the last day of any calendar quarter thereafter, to exceed two times
the sum of (a) the total aggregate amount of unrestricted cash and cash
equivalents of NL Industries as of the date in question, and (b)
borrowing availability of NL Industries as of the date in question
under bank facilities maintained by NL Industries (to the extent such
availability is not subject to dividend restrictions under the
respective loan agreement)."
4. Representations and Warranties; No Default. The Borrower hereby
represents and warrants to each of the Banks that all of the representations and
warranties of the Borrower set forth in the Credit Agreement are true and
correct as of the date of this Fourth Amendment and no Default has occurred and
is continuing as of the date of this Fourth Amendment.
5. Effectiveness of Fourth Amendment. This Fourth Amendment shall
become effective on November 1, 2002 (the "Fourth Amendment Effective Date"),
provided that the Agent has received each of the items specified below on or
before such date:
(a) Counterparts. The Agent has received a counterpart of this
Fourth Amendment executed by each of the parties to this Fourth
Amendment;
(b) Payment of Extension Fee. The Agent has received payment
of the extension fee owed by the Borrower pursuant to paragraph 2 of
this Fourth Amendment;
(c) Borrower's Certificate. The Agent has received a
Certificate of Secretary or Assistant Secretary of the Borrower that
certifies (i) the title, authority, and true signature of the officer
of the Borrower executing this Fourth Amendment on behalf of the
Borrower, (ii) that the Borrower's Certificate of Incorporation and
Bylaws have not changed since the delivery of those certified to the
Banks as of the date of the original closing of the Credit Agreement,
and (iii) resolutions of the Borrower's Board of Directors authorizing
the continuation of the credit facility governed by the Credit
Agreement, as amended by this Fourth Amendment; and
(d) Form U-1. The Agent has received a Federal Reserve Form
U-1 dated as of November 1, 2002, duly completed and executed by the
Borrower and the Agent.
6. Counterparts. This Fourth Amendment may be executed in any number of
counterparts (which together shall constitute a single document).
7. GOVERNING LAW. THIS FOURTH AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
8. ENTIRE AGREEMENT. THIS FOURTH AMENDMENT AND THE CREDIT AGREEMENT AND
OTHER CREDIT DOCUMENTS CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES
PERTAINING TO THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE ALL PRIOR AND
CONTEMPORANEOUS AGREEMENTS, UNDERTAKINGS, UNDERSTANDINGS, REPRESENTATIONS OR
OTHER ARRANGEMENTS, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, OF THE PARTIES
IN CONNECTION HEREWITH EXCEPT TO THE EXTENT EXPRESSLY INCORPORATED OR
SPECIFICALLY REFERRED TO HEREIN OR THEREIN.
IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment to be executed by their respective officers duly authorized as of the
date first written above.
THE BORROWER: THE BANKS:
VALHI, INC. COMERICA BANK
By /s/ Bobby D. O'Brien By /s/ Mark B. Grover
---------------------------- -----------------------
Bobby D. O'Brien Mark B. Grover
Vice President and Treasurer First Vice President
THE AGENT: PNB FINANCIAL BANK
U.S. BANK NATIONAL ASSOCIATION,
as Administrative Agent, Issuing By /s/ J. Bart Bearden
Bank, and Arranger -----------------------
J. Bart Bearden
Senior Vice President
By /s/ Janice T. Thede TEXAS CAPITAL BANK
-----------------------------
Janice T. Thede
Vice President
By /s/ W. Reed Allton
-----------------------
W. Reed Allton
Senior Vice President
U.S. BANK NATIONAL ASSOCIATION
By /s/ Janice T. Thede
----------------------
Janice T. Thede
Vice President
ANNEX I
COMMITMENTS
Texas Capital Bank $5,000,000
Comerica Bank $15,000,000
PNB Financial Bank $15,000,000
U.S. Bank National Association $35,000,000
-----------
Total Commitments $70,000,000
ANNEX II
APPLICABLE LENDING OFFICES FOR BANKS
COMERICA BANK:
Eurodollar Lending Office: Domestic Lending Office:
- ------------------------- ------------------------
Comerica Bank Comerica Bank
Suite 900 Suite 900
4100 Spring Valley Boulevard 4100 Spring Valley Boulevard
Dallas, Texas 75244 Dallas, Texas 75244
Attention: Janet T. Wheeler Attention: Janet T. Wheeler
Corporate Banking Representative Corporate Banking Representative
Telephone: (972) 361-2652 Telephone: (972) 361-2652
Telecopy: (972) 361-2550 Telecopy: (972) 361-2550
PNB FINANCIAL BANK
Eurodollar Lending Office: Domestic Lending Office:
- ------------------------- ------------------------
PNB Financial Bank PNB Financial Bank
Suite 1300 Suite 1300
2911 Turtle Creek Boulevard 2911 Turtle Creek Boulevard
Dallas, Texas 75219 Dallas, Texas 75219
Attention: J. Bart Bearden Attention: J. Bart Bearden
Senior Vice President Senior Vice President
Telephone: (214) 252-4137 Telephone: (214) 252-4137
Telecopy: (214) 252-4098 Telecopy: (214) 252-4098
TEXAS CAPITAL BANK:
Eurodollar Lending Office: Domestic Lending Office:
- ------------------------- ------------------------
Texas Capital Bank Texas Capital Bank
Suite 900 Suite 900
2100 McKinney Avenue 2100 McKinney Avenue
Dallas, Texas 75201 Dallas, Texas 75201
Attention: W. Reed Allton Attention: W. Reed Allton
Vice President Vice President
Telephone: (214) 932-6670 Telephone: (214) 932-6670
Telecopy: (214) 932-6604 Telecopy: (214) 932-6604
U.S. BANK NATIONAL ASSOCIATION:
Eurodollar Lending Office: Domestic Lending Office:
- ------------------------- -----------------------
U.S. Bank National Association U.S. Bank National Association
National Corporate Banking National Corporate Banking
Division Division
Suite 400 Suite 400
555 S.W. Oak Street 555 S.W. Oak Street
Portland, Oregon 97204 Portland, Oregon 97204
Attention: Janice T. Thede, Attention: Janice T. Thede
Vice President Vice President
Telephone: (503) 275-4942 Telephone: (503) 275-4942
Telecopy: (503) 275-5428 Telecopy: (503) 275-5428
ANNEX III
ADDRESSES FOR NOTICES
THE BORROWER:
Notice Address: Valhi, Inc.
Suite 1700
5430 LBJ Freeway
Dallas, Texas 5240-2697
Attention: Bobby D. O'Brien
Vice President and Treasurer
Telephone: (972) 233-1700
Telecopier: (972) 239-0142
THE AGENT:
Notice Address: U.S. Bank National Association
National Corporate Banking Division
Suite 400
555 S.W. Oak Street
Portland, Oregon 97204
Attention: Janice T. Thede
Vice President
Telephone: (503) 275-4942
Telecopy: (503) 275-5428
THE BANKS:
COMERICA BANK:
Notice Address: Comerica Bank
Suite 000
4100 Spring Valley
Dallas, Texas 75244
Attention: Janet L. Wheeler
Corporate Banking Representative
Telephone: (972) 361-2652
Telecopy: (972) 361-2550
PNB FINANCIAL BANK
Notice Address: PNB FINANCIAL BANK
Suite 1300
2911 Turtle Creek Boulevard
Dallas, Texas 75219
Attention: J. Bart Bearden
Senior Vice President
Telephone: (214) 252-4137
Telecopy: (214) 252-4098
TEXAS CAPITAL BANK:
Notice Address: Texas Capital Bank
Suite 900
2100 McKinney Avenue
Dallas, Texas 75201
Attention: W. Reed Allton
Senior Vice President
Telephone: (214) 932-6670
Telecopy: (214) 932-6604
U.S. BANK NATIONAL ASSOCIATION:
Notice Address: U.S. Bank National Association
National Corporate Banking Division
Suite 400
555 S.W. Oak Street
Portland, Oregon 97204
Attention: Janice T. Thede
Vice President
Telephone: (503) 275-4942
Telecopy: (503) 275-5428
