SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 66)*
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)
July 26, 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)
21.0%
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)
21.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tremont Holdings, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 10,215,541
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
10,215,541
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,215,541
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Valhi, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC and BK
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
82.8%
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)
82.8%
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)
82.8%
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)
82.8%
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)
82.8%
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)
82.8%
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)
82.8%
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)
82.8%
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)
82.8%
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)
82.8%
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. 66
TO SCHEDULE 13D
This amended statement on Schedule 13D (this "Statement") relates to
the common stock, $0.125 par value per share (the "Shares"), of NL Industries,
Inc., a New Jersey corporation (the "Company"). Items 2, 3, 4, 5, 6 and 7 of
this Statement are hereby amended as set forth below.
Item 2. Identity and Background.
Item 2 is amended as follows:
(a) This Statement is filed (i) by Tremont Corporation ("Tremont") and
Valhi, Inc. ("Valhi") as the direct holders of Shares, (ii) by virtue of the
direct and indirect ownership of securities of Tremont or Valhi (as described
below in this Statement), by Tremont Group, Inc. ("TGI"), Tremont Holdings, LLC
("TRE Holdings"), Valhi Group, Inc. ("VGI"), National City Lines, Inc.
("National"), NOA, Inc. ("NOA"), Dixie Holding Company ("Dixie Holding"), Dixie
Rice Agricultural Corporation, Inc. ("Dixie Rice"), Southwest Louisiana Land
Company, Inc. ("Southwest"), Contran Corporation ("Contran"), The Combined
Master Retirement Trust (the "CMRT") and the Harold Simmons Foundation, Inc.
(the "Foundation") and (iii) by virtue of his positions with Contran and certain
of the other entities (as described in this Statement), by Harold C. Simmons
(collectively, the "Reporting Persons"). By signing this Statement, each
Reporting Person agrees that this Statement is filed on its or his behalf.
Valhi and Tremont are the direct holders of approximately 61.8% and
21.0%, respectively, of the 48,760,384 Shares outstanding as of July 30, 2002
according to information provided by the Company (the "Outstanding Shares").
Together, Valhi and Tremont may be deemed to control the Company. TGI, TRE
Holdings and Valhi are the holders of approximately 80.0%, 0.1% and 0.1%,
respectively, of the outstanding shares of common stock of Tremont and together
may be deemed to control Tremont. Valhi and TRE Holdings are the direct holders
of approximately 80.0% and 20.0%, respectively, of the outstanding common stock
of TGI. Together Valhi and TRE Holdings may be deemed to control TGI. The
Company is the sole member of TRE Holdings and may be deemed to control TRE
Holdings. VGI, National, Contran, the Foundation, the Contran Deferred
Compensation Trust No. 2 (the "CDCT No. 2") and the CMRT are the direct holders
of 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, Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest
and Contran. Mr. Simmons is also chairman of the board of the Company and a
director of Tremont.
By virtue of the holding of the offices, the stock ownership and his
service as trustee, all as described above, (a) Mr. Simmons may be deemed to
control the entities described above and (b) Mr. Simmons and certain of such
entities may be deemed to possess indirect beneficial ownership of Shares
directly held by certain of such other entities. However, Mr. Simmons disclaims
beneficial ownership of the Shares beneficially owned, directly or indirectly,
by any of such entities.
Harold C. Simmons' spouse is the direct owner 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.
(d) None of the Reporting Persons or, to the best knowledge of such
persons, any of the persons named in Schedule B to this Statement has been
convicted in a criminal proceeding in the past five years (excluding traffic
violations or similar misdemeanors).
(e) None of the Reporting Persons or, to the best knowledge of such
persons, any person named in Schedule B to this Statement, was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Harold C. Simmons and all the persons named on Schedule B to this
Statement are citizens of the United States, except as otherwise indicated on
such Schedule.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended as follows.
The Reporting Persons understand that the funds required by the persons
named in Schedule B to this Statement to acquire Shares (other than Shares
Harold C. Simmons may be deemed to own beneficially) were from such person's
personal funds.
Item 4. Purpose of Transaction.
No change to Item 4 except for the following:
On July 26, 2002, Valhi sent a letter to the board of directors of
Tremont proposing (the "Proposal") a merger of Valhi and Tremont pursuant to
which stockholders of Tremont, other than Valhi, would receive between 2 and 2.5
shares of Valhi's common stock, par value $0.01 per share, for each outstanding
share of Tremont common stock held. A copy of the letter is attached hereto as
Exhibit 1 and incorporated herein by reference (the "Proposal Letter"). On July
26, 2002, Valhi issued a press release announcing the Proposal. A copy of the
press release is attached hereto as Exhibit 2 and incorporated herein by
reference. On July 29, 2002, Tremont issued a press release announcing its
receipt of the Proposal Letter and that Tremont expects its board of directors
to form a special committee comprised of board members unrelated to Valhi to
review the Proposal. A copy of the press release is attached hereto as Exhibit 3
and incorporated herein by reference.
Beginning on July 29, 2002, several purported stockholder class action
lawsuits were filed against Tremont and Valhi and Tremont's directors on behalf
of Tremont's stockholders other than Valhi and its affiliates. The complaints
allege, among other things, that the defendants have breached fiduciary duties
owed to Tremont's stockholders other than Valhi and its affiliates with respect
to the Proposal. Each of the complaints seeks class certification and to enjoin
the consummation of the Proposal and recover attorneys' fees and expenses. The
complaints also seek an award of damages if the Proposal is consummated. None of
the defendants has yet responded to the lawsuits.
There is no assurance that any transaction will be consummated under
the terms of the Proposal or otherwise.
Depending upon their evaluation of the Company's business and
prospects, and upon future developments (including, but not limited to,
performance of the Shares in the market, availability of funds, alternative uses
of funds, the Reporting Persons' tax planning objectives and money, stock market
and general economic conditions), any of the Reporting Persons or other entities
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 in Item 6 of this Statement is incorporated
herein by reference.
The Reporting Persons understand that prior purchases of Shares by each
of the persons named in Schedule B to this Statement (other than Harold C.
Simmons) were made for the purpose of each such person's personal investment.
Certain of the persons named in Schedule B to this Statement, namely
David B. Garten, Robert D. Hardy, 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, 8,000 of which stock options vest within 60 days of the filing of
this Statement.
By virtue of the relationships described under Item 2 of this
Statement:
(1) Tremont, TGI and TRE Holdings may each be deemed to be the
beneficial owner of the 10,215,541 Shares (approximately 21.0% 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 82.8%
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 82.9% 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 (8,000 of which stock options 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, 8,000 of which vest within 60 days of the
filing of this Statement.
The Reporting Persons understand, based on ownership filings with the
Securities and Exchange Commission (the "Commission") or upon information
provided by the persons listed on Schedule B to this Statement, that such
persons may be deemed to own personally and beneficially the Shares as indicated
on Schedule C to this Statement.
(b) By virtue of the relationships described in Item 2:
(1) Tremont, TGI and TRE Holdings may each be deemed to share
the power to vote and direct the disposition of the 10,215,541 Shares
that Tremont directly holds;
(2) Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice,
Southwest, Contran, the CMRT and the Foundation may each be deemed to
share the power to vote and direct the disposition of the 40,350,931
Shares that Valhi and Tremont directly hold;
(3) Harold C. Simmmons may be deemed to share the power to
vote and direct the disposition of the 40,420,406 Shares that Valhi,
Tremont and Mr. Simmons' spouse directly hold; and
(4) Harold C. Simmmons may be deemed to have the sole power to
vote and direct the disposition of the 5,000 Shares that he holds
directly and the 10,000 shares that he can acquire pursuant to the
exercise of stock options (8,000 of which stock options will vest
within 60 days of the filing of this Statement).
(d) Each of Valhi, Tremont, Harold C. Simmons' spouse and Harold C.
Simmons has the right to receive and the power to direct the receipt of
dividends from, and proceeds from the sale of, the Shares that such entity or
person directly holds.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Item 6 is amended as follows:
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 $72.5
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
November 1, 2002.
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 August 2, 2002, Valhi had borrowed $35.0 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 (61.5% 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 4 through 10 to this Statement.
The information included in Item 4 of this Statement is hereby
incorporated herein by reference.
Other than as set forth above, none of the Reporting Persons or, to the
best knowledge of such persons, any person named in Schedule B to this Statement
has any contract, arrangement, understanding or relationship (legal or
otherwise) with any person with respect to securities of the Company, including,
but not limited to, transfer or voting of any such securities, finder's fees,
joint ventures, loans or option arrangements, puts or calls, guarantees of
profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended and restated as follows:
Exhibit 1 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 Credit Agreement dated as of November 6, 1998 among Valhi,
Inc., the financial institutions from time to time that are a
party thereto (the "Banks") and Societe Generale, Southwest
Agency, as the administrative agent, issuing bank and arranger
(incorporated by reference to Exhibit 1 to Amendment No. 59 to
this Statement).
Exhibit 5 First Amendment Agreement dated as of November 5, 1999 among
Valhi, Inc., the Banks and Societe Generale, Southwest Agency,
as the administrative agent of the banks (incorporated by
reference to Exhibit 2 to Amendment No. 60 to this Statement).
Exhibit 6 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 7 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 Statement).
Exhibit 8 Third Amendment 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 Statement).
Exhibit 9 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 Statement).
Exhibit 10* 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.
- ----------
* 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: August 5, 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: August 5, 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: August 5, 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
TREMONT HOLDINGS, LLC
STEVEN L. WATSON, as president or vice president of each of:
CONTRAN CORPORATION
DIXIE HOLDING COMPANY
DIXIE RICE AGRICULTURAL CORPORATION, INC.
HAROLD SIMMONS FOUNDATION, INC.
NATIONAL CITY LINES, INC.
NOA, INC.
SOUTHWEST LOUISIANA LAND COMPANY, INC.
TREMONT GROUP, INC.
VALHI GROUP, INC.
VALHI, INC.
Schedule B
Schedule B is hereby amended and restated as follows:
The names of the directors and executive officers of Contran
Corporation ("Contran"), Dixie Holding Company ("Dixie Holding"), Dixie Rice
Agricultural Corporation, Inc. ("Dixie Rice"), the Harold Simmons Foundation,
Inc. (the "Foundation"), National City Lines, Inc. ("National"), NOA, Inc.
("NOA"), Southwest Louisiana Land Company, Inc. ("Southwest"), Tremont
Corporation ("Tremont"), Tremont Group, Inc. ("TGI"), Valhi Group, Inc. ("VGI")
and Valhi, Inc. ("Valhi"), and their present principal occupations are set forth
below. Except as otherwise indicated, each such person is a citizen of the
United States of America and the business address of each such person is 5430
LBJ Freeway, Suite 1700, Dallas, Texas 75240.
Name Present Principal Occupation
- ----------------------------- ---------------------------------
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.
David B. Garten (3) Vice president, general counsel and secretary of NL
Industries, Inc. (the "Company"); and vice president and
secretary of Tremont Holdings, LLC ("TRE Holdings").
Edward J. Hardin (4) Partner of the law firm of Rogers & Hardin LLP; and a
director of Valhi.
Robert D. Hardy (3) Vice president, chief financial officer, controller and
treasurer of the Company; and vice president and
controller of TRE Holdings.
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 (5) President, chief executive officer and a director of the
Company; president of TRE Holdings; chairman of the board,
president and chief executive officer of Tremont and
Titanium Metals Corporation, a producer of titanium metals
products that is affiliated with Tremont ("TIMET").
Andrew McCollam, Jr. (6) President and a director of Southwest; director of Dixie
Rice; and a private investor.
W. Hayden McIlroy (7) 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 (8) Vice president of Dixie Rice and Southwest.
Robert E. Musgraves (5) 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, VGI and Valhi; chairman of
the board of the Company; director of Tremont; and trustee
and member of the trust investment committee of the CMRT.
Richard A. Smith (8) Vice president of Dixie Rice.
Thomas P. Stafford (9) 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. (10) 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 (5) 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, VGI and 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 (11) 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 Messrs. Garten and Hardy is Two
Greenspoint Plaza, 16825 Northchase Drive, Suite 1200, Houston, Texas
77060.
(4) The principal business address for Mr. Hardin is 229 Peachtree Street,
N.E., Suite 2700, Atlanta, Georgia 30303.
(5) The principal business address for Messrs. Martin, Musgraves and
Wallace is 1999 Broadway, Suite 4300, Denver, Colorado 80202.
(6) The principal business address for Mr. McCollam is 402 Canal Street,
Houma, Louisiana 70360.
(7) The principal business address for Mr. McIlroy is 6116 N. Central
Expressway, Dallas, Texas 75206.
(8) The principal business address for Messrs. Mire and Smith is 600
Pasquiere Street, Gueydan, Louisiana 70542-0010.
(9) The principal business address for Gen. Stafford is 1006 Cameron
Street, Alexandria, Virginia 22314.
(10) The principal business address for Mr. Tucker is 400 E. Central
Boulevard, Orlando, Florida 32801.
(11) 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 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 -0- -0- -0-
David B. Garten (2) 22,335 138,000 160,335
Edward J. Hardin -0- -0- -0-
Robert D. Hardy (3) 16,344 73,000 89,344
J. Mark Hollingsworth (4) 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 10,500 330,400 340,900
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 (5) 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 22,335 Shares held by Mr. Garten and his wife as joint
tenants.
(3) Includes 16,344 shares held by Mr. Hardy and his wife as joint tenants.
(4) Comprises 500 Shares Mr. Hollingsworth holds in his individual
retirement account.
(5) 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 (8,000 of which vest
within 60 days of the date of the Statement).
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 Credit Agreement dated as of November 6, 1998 among Valhi,
Inc., the financial institutions from time to time that are a
party thereto (the "Banks") and Societe Generale, Southwest
Agency, as the administrative agent, issuing bank and arranger
(incorporated by reference to Exhibit 1 to Amendment No. 59 to
this Statement).
Exhibit 5 First Amendment Agreement dated as of November 5, 1999 among
Valhi, Inc., the Banks and Societe Generale, Southwest Agency,
as the administrative agent of the banks (incorporated by
reference to Exhibit 2 to Amendment No. 60 to this Statement).
Exhibit 6 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 7 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 Statement).
Exhibit 8 Third Amendment 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 Statement).
Exhibit 9 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 Statement).
Exhibit 10* 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.
- ----------
* Filed herewith.
EXHIBIT H
FORM OF ACCESSION AGREEMENT
This Accession Agreement dated as of February 15, 2002 (this
"Agreement) is executed and delivered in connection with the Credit Agreement
dated as of November 6, 1998, among Valhi, Inc., a Delaware corporation, the
financial institutions parties thereto, as Banks, U.S. Bank National
Association, as the Administrative Agent, the Issuing Bank, and the Arranger (as
modified from time to time, the "Credit Agreement," the capitalized terms of
which are used herein unless otherwise defined herein).
Whereas, as contemplated by Section 2.18 of the Credit Agreement, the
Borrower has requested that the aggregate Commitments be increased to
$72,500,000; and
Whereas, Texas Capital Bank has agreed to increase its existing
Commitment under the Credit Agreement from $5,000,000 to $7,500,000;
Now therefore the parties hereto agree as follows:
1. Texas Capital Bank's Commitment shall, on and as of the Effective
Date (as herein defined) be $7,500,000.
2. Texas Capital Bank hereby (i) confirms that it has received a copy
of the Credit Agreement, together with copies of the financial statements
referred to in Section 4.01(e) thereof and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to
enter into this Agreement; (ii) agrees that it will, independently and without
reliance upon the Agent or any other Bank, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Agreement or
any other Credit Document; (iii) appoints and authorizes the Agent to take such
action as agent on its behalf and to exercise such powers under the Credit
Agreement and any other Credit Document as are delegated to the Agent by the
terms thereof, together with such powers as are reasonably incidental thereto;
(iv) agrees that it will perform all of the obligations which by the terms of
the Credit Agreement or any other Credit Document are required to be performed
by it as a Bank; (v) specifies as its Applicable Lending Offices the offices set
forth in Annex A of this Agreement.
3. The address for notices to Texas Capital Bank under the Credit
Agreement is set forth on Annex A to this Agreement.
4. On the Effective Date, notwithstanding anything to the contrary in
the Credit Agreement, the Texas Capital Bank shall be a "Bank" for all purposes
under the Credit Agreement.
5 On the Effective Date, the Borrower shall execute and deliver to
Texas Capital Bank a Note in the form of Exhibit A attached to the Credit
Agreement, which Note shall be dated as of the Effective Date, shall be payable
to the order of Texas Capital Bank, and shall be in the amount of $7,500,000.
6. The date this Agreement becomes effective (the "Effective Date")
shall be February 15, 2002, provided that on such date (i) no Default shall have
occurred and be continuing and (ii) the Borrower shall prepay any outstanding
Advances which were made by the Banks prior to such date.
7. In connection with this Agreement, the Borrower hereby represents
and warrants that all of the representations and warranties set forth in the
Credit Documents (other than those made as of a specific date) are true and
correct in all material respects on and as of the date of this Agreement, and no
Default has occurred.
8. This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
IN WITNESS WHEREOF this Agreement is executed and delivered as of the
date first mentioned above.
BORROWER:
VALHI, INC.
By: /s/ Bobby D. O'Brien
Name: Bobby D. O'Brien
Title: Vice President and Treasurer
AGENT:
U.S. BANK NATIONAL ASSOCIATION,
As Agent
By: /s/ Janice T. Thede
Name: Janice T. Thede
Title: Vice President
TEXAS CAPITAL BANK:
By: /s/ W. Reed Alton
Name: W. Reed Alton
Title: Senior Vice President
ANNEX A TO ACCESSION AGREEMENT
APPLICABLE LENDING OFFICES AND
ADDRESSES FOR NOTICE FOR TEXAS CAPITAL BANK
Applicable Lending Offices:
Domestic Lending Office: Eurodollar Lending Office:
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Attention: Attention:
Telephone: Telephone:
Telecopy: Telecopy:
Address for Notices:
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Attention:
Telephone:
Telecopy:
PROMISSORY NOTE
$7,500,000 February 15, 2002
For value received, the undersigned, Valhi, Inc., a Delaware
corporation (the "Borrower"), hereby promises to pay to the order of Texas
Capital Bank (the "Bank") the principal sum of Seven Million Five hundred
thousand and No/100 Dollars ($7,500,000) or, if less, the aggregate outstanding
principal amount of the Advances (as defined in the Credit Agreement referred to
below) made by the Bank to the Borrower, together with interest on the unpaid
principal amount of each such Advance from the date of such Advance until
principal amount is paid in full, at such interest rates, and at such times, as
are specified in the Credit Agreement.
This Note is the Promissory Note referred to in, and is entitled to the
benefits of, and is subject to the terms of, the Credit Agreement dated as of
November 6, 1998, as amended (as the same may be further amended or modified
from time to time, the "Credit Agreement") among the Borrower, the Bank, the
other financial institutions parties thereto, and U.S. Bank National
Association, as the Administrative Agent (the "Agent"), the Issuing Bank, and
the Arranger. Capitalized terms used in this Note that are defined in the Credit
Agreement and not otherwise defined in this Note have the meanings assigned to
such terms in the Credit Agreement. The Credit Agreement, among other things,
(a) provides for the making of Advances by the Bank to the Borrower from time to
time in an aggregate amount not to exceed at any time outstanding the Dollar
amount first above mentioned and (b) contains provisions for acceleration of the
maturity of this Note upon the happening of certain events stated in the Credit
Agreement and for prepayments of principal prior to the maturity of this Note
upon the terms and conditions specified in the Credit Agreement.
Both principal and interest are payable in lawful money of the United
States of America to the Agent at 555 Southwest Oak Street, Suite 400, Portland,
Oregon 97204 (or at such other location or address as may be specified by the
Agent in writing to the Borrower) in same day funds. The Bank shall record all
Advances and payments of principal made under this Note, but no failure of the
Bank to make such recordings shall affect the Borrower's repayment obligations
under this Note.
Except as specifically provided in the Credit Agreement, the Borrower
hereby waives presentment, demand, protest, notice of intent to accelerate,
notice of acceleration, and any other notice of any kind. No failure to
exercise, and no delay in exercising, any rights hereunder on the part of the
holder of this Note shall operate as a waiver of such rights.
This Note shall be governed by and construed in accordance with the
laws of the State of New York.
VALHI, INC.
By: /s/ Bobby D. O'Brien
Name: Bobby D. O'Brien
Title: Vice President and Treasurer
