SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 65)*
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)
January 14, 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)
20.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tremont Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 10,215,541
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
10,215,541
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,215,541
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tremont Holdings, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 10,215,541
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
10,215,541
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,215,541
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.9%
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)
82.5%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Valhi Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
82.5%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
National City Lines, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
82.5%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NOA, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
82.5%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dixie Holding Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
82.5%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dixie Rice Agricultural Corporation, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
82.5%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Southwest Louisiana Land Company, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
82.5%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Contran Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
82.5%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Combined Master Retirement Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
82.5%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
EP
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harold Simmons Foundation, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
82.5%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harold C. Simmons
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
12,000
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 40,420,406
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 12,000
10 SHARED DISPOSITIVE POWER
40,420,406
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,000
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. 65
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. The Reporting Persons (as
defined below) are filing this Statement as a result of the Company's purchases
of Shares, which purchases have increased the percentage of outstanding Shares
the Reporting Persons own.
Item 2. Identity and Background.
Item 2 is amended and restated 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 61.6% and 20.9%,
respectively, of the 48,932,184 Shares outstanding as of January 14, 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 80.0% and 20.0%, respectively, of the outstanding common stock of TGI.
Together Valhi and TRE Holdings may be deemed to control TGI. The Company is the
sole member of TRE Holdings and may be deemed to control TRE Holdings. VGI,
National, Contran, the Foundation, the Contran Deferred Compensation Trust No. 2
(the "CDCT No. 2") and the CMRT are the direct holders of 81.7%, 9.5%, 2.1%,
0.5%, 0.4% and 0.1%, respectively, of the common stock of Valhi. Together, VGI,
National and Contran may be deemed to control Valhi. National, NOA and Dixie
Holding are the direct holders of approximately 73.3%, 11.4% and 15.3%,
respectively, of the outstanding common stock of VGI. Together, National, NOA
and Dixie Holding may be deemed to control VGI. Contran and NOA are the direct
holders of approximately 85.7% and 14.3%, respectively, of the outstanding
common stock of National and together may be deemed to control National. Contran
and Southwest are the direct holders of approximately 49.9% and 50.1%,
respectively, of the outstanding common stock of NOA and together may be deemed
to control NOA. Dixie Rice is the direct holder of 100% of the outstanding
common stock of Dixie Holding and may be deemed to control Dixie Holding.
Contran is the holder of 100% of the outstanding common stock of Dixie Rice and
may be deemed to control Dixie Rice. Contran is also the holder of approximately
88.9% of the outstanding common stock of Southwest and may be deemed to control
Southwest.
Substantially all of Contran's outstanding voting stock is held by trusts
established for the benefit of certain children and grandchildren of Harold C.
Simmons (the "Trusts"), of which Mr. Simmons is the sole trustee. As sole
trustee of each of the Trusts, Mr. Simmons has the power to vote and direct the
disposition of the shares of Contran stock held by each of the Trusts. Mr.
Simmons, however, disclaims beneficial ownership of any shares of Contran stock
that the Trusts hold.
The Foundation directly holds approximately 0.5% of the outstanding Valhi
common stock. The Foundation is a tax-exempt foundation organized for charitable
purposes. Harold C. Simmons is the chairman of the board and chief executive
officer of the Foundation and may be deemed to control the Foundation.
The CDCT No. 2 directly holds approximately 0.4% of the outstanding Valhi
common stock. U.S. Bank National Association serves as the trustee of the CDCT
No. 2. Contran established the CDCT No. 2 as an irrevocable "rabbi trust" to
assist Contran in meeting certain deferred compensation obligations that it owes
to Harold C. Simmons. If the CDCT No. 2 assets are insufficient to satisfy such
obligations, Contran is obligated to satisfy the balance of such obligations as
they come due. Pursuant to the terms of the CDCT No. 2, Contran (i) retains the
power to vote the shares of Valhi common stock held directly by the CDCT No. 2,
(ii) retains dispositive power over such shares and (iii) may be deemed the
indirect beneficial owner of such shares.
The CMRT directly holds approximately 0.1% of the outstanding shares of
Valhi common stock. Valhi established the CMRT as a trust to permit the
collective investment by master trusts that maintain the assets of certain
employee benefit plans Valhi and related companies adopt. Mr. Simmons is the
sole trustee of the CMRT and a member of the trust investment committee for the
CMRT. Mr. Simmons is a participant in one or more of the employee benefit plans
that invest through the CMRT.
Valmont Insurance Company ("Valmont") and a subsidiary of the Company
directly own 1,000,000 shares and 1,186,200 shares, respectively, of Valhi
common stock. Valhi is the direct holder of 100% of the outstanding common stock
of Valmont and may be deemed to control Valmont. Pursuant to Delaware law, Valhi
treats the shares of Valhi common stock that Valmont and the subsidiary of the
Company own as treasury stock for voting purposes and for the purposes of this
Statement are not deemed outstanding.
Mr. Harold C. Simmons is chairman of the board and chief executive officer
of TGI, Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest and
Contran. Mr. Simmons is also chairman of the board of the Company and a director
of Tremont.
By virtue of the holding of the offices, the stock ownership and his
service as trustee, all as described above, (a) Mr. Simmons may be deemed to
control the entities described above and (b) Mr. Simmons and certain of such
entities may be deemed to possess indirect beneficial ownership of Shares
directly held by certain of such other entities. However, Mr. Simmons disclaims
beneficial ownership of the Shares beneficially owned, directly or indirectly,
by any of such entities.
Harold C. Simmons' spouse is the direct owner of 69,475 Shares and 77,000
shares of Valhi common stock. Mr. Simmons may be deemed to share indirect
beneficial ownership of such shares. Mr. Simmons disclaims all such beneficial
ownership.
Certain information concerning the directors and executive officers of the
Reporting Persons, including offices held by Mr. Simmons is set forth on
Schedule B attached hereto and incorporated herein by reference.
(b) The principal office of Tremont is 1999 Broadway, Suite 4300, Denver,
Colorado 80202. The principal offices of TRE Holdings are located at Two
Greenspoint Plaza, 16825 Northchase Drive, Suite 1200, Houston, Texas 77060. The
principal offices of TGI, Valhi, VGI, National, NOA, Dixie Holding, Contran, the
CMRT and the Foundation are located at, and the business address of Harold C.
Simmons is, Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas
75240-2697. The principal office of Dixie Rice is 600 Pasquiere Street, Gueydan,
Louisiana 70542. The principal office of Southwest is 402 Canal Street, Houma,
Louisiana 70360. The business addresses of the remaining directors and executive
officers of the Reporting Persons are set forth on Schedule B to this Statement
and incorporated herein by reference.
(c) Tremont is principally engaged through the Company in the production of
titanium dioxide pigments and through other companies in the production of
titanium metal products and in real estate development.
TGI is engaged in holding shares of Tremont common stock. TRE Holdings is
engaged in holding shares of TGI and Tremont common stock.
In addition to activities engaged in through Tremont, the Company and the
companies they may be deemed to control, Valhi is engaged through other
companies in the ergonomic computer support systems, precision ball bearing
slides, security products and waste management industries.
In addition to activities engaged in through Valhi and the other companies
it may be deemed to control, as described above, and in addition to holding the
securities described above, (i) VGI is engaged in holding notes receivable; (ii)
National is engaged in holding notes receivable and, directly or through other
companies, in real estate, oil and gas activities and the rental and sales of
compressors and related products; (iii) Dixie Holding is engaged in holding
preferred stock of Contran; (iv) NOA is engaged in real estate and holding notes
receivable; (v) Dixie Rice is engaged in land management, agriculture and oil
and gas activities; (vi) Southwest is engaged in land management, agriculture
and oil and gas activities; and (vii) Contran is engaged through other companies
in the production of, among other things, steel rod, wire and wire products.
The CMRT is 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 employee benefit plans the trusts
participating in the CMRT fund are subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended.
The Foundation is a tax-exempt foundation organized for charitable
purposes.
(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. TRE Holdings is a Delaware limited liability company. 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.
No change to Item 4 except for the following:
Certain of the persons named in Schedule B to this Statement, namely David
B. Garten, Robert D. Hardy, J. Landis Martin, Thomas P. Stafford, Harold C.
Simmons, Glenn R. 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 4,000 Shares,
respectively. In addition, Harold C. Simmons holds stock options exercisable for
8,000 Shares, all of which stock options 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, TGI and TRE Holdings may each be deemed to be the
beneficial owner of the 10,215,541 Shares (approximately 20.9% 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 82.5%
of the Outstanding Shares) directly held by Valhi and Tremont; and
(3) Harold C. Simmons may be deemed to be the beneficial owner of
the 40,432,406 Shares (approximately 82.6% of the Outstanding Shares)
directly held by Valhi, Tremont, Mr. Simmons' spouse and himself and
including the 8,000 Shares that Mr. Simmons can acquire by exercise of
stock options (all 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 4,000
Shares that he holds directly and the 8,000 Shares that Mr. Simmons can acquire
by exercise of stock options 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 4,000 Shares that he holds
directly and the 8,000 shares that he can acquire pursuant to the
exercise of stock options (all 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:
As of November 6, 1998, Valhi entered into a Credit Agreement (the "Valhi
Credit Facility") among Valhi, Comerica Bank ("Comerica"), U.S. Bank National
Association ("U.S. Bank") and Societe Generale, Southwest Agency ("SoGen," and
collectively with Comerica and U.S. Bank, the "Banks"), for itself and as the
administrative agent, issuing bank and arranger. The Banks committed to loan to
Valhi under the Valhi Credit Facility up to an aggregate of $50 million. The
maximum amount that Valhi could borrow under the Valhi Credit Facility could be
increased to a maximum of $100 million, if and when additional participating
banks committed to loan additional amounts to Valhi under the Valhi Credit
Facility.
As of November 5, 1999, Valhi and the Banks entered into a First Amendment
Agreement extending the maturity date of the Valhi Credit Facility to November
3, 2000. As of November 3, 2000, Valhi and the Banks entered into a Second
Amendment Agreement providing for, among other things:
(a) U.S. Bank National Association ("U.S. Bank") replacing SoGen as
agent, issuing bank and arranger of the Valhi Credit Facility;
(b) SoGen withdrawing from the Valhi Credit Facility;
(c) The aggregate principal amount that Valhi could borrow under the
Valhi Credit Facility being reduced to $40 million, with the
ability to add commitments from current or new banks up to an
aggregate principal amount of $100 million; and
(d) The maturity date being extended from November 3, 2000 to
November 2, 2001.
As of December 1, 2000, Texas Capital Bank joined the Valhi Credit Facility
and the aggregate principal amount Valhi could borrow under the Valhi Credit
Facility was increased to $45 million.
As of November 2, 2001, Valhi and the Banks entered into a Third Amendment
Agreement extending the maturity date of the Valhi Credit Facility to November
1, 2002 and increasing the aggregate principal amount Valhi could borrow under
the Valhi Credit Facility to $55 million.
As of January 15, 2002, PNB Financial Bank joined the Valhi Credit Facility
and the aggregate principal amount Valhi could borrow under the Valhi Credit
Facility was increased to $70 million.
Borrowings under the Valhi Credit Facility bear interest (i) for base rate
borrowings, at the rate announced publicly from time to time by U.S. Bank as its
prime rate or 0.50% over the federal funds rate or (ii) for eurodollar
borrowings, at a rate of 1.5% over the relevant rate (adjusted for statutory
reserve requirements for eurodollar liabilities) at which deposits in U.S.
dollars are offered to U.S. Bank's London office in the interbank eurodollar
market (the one, two, three or six month rate at Valhi's option). Valhi's
obligations under the Valhi Credit Facility are collateralized by certain
Shares. As of January 11, 2002, Valhi had borrowed $35.0 million under the Valhi
Credit Facility and had pledged 29,974,610 Shares (61.3% 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 1, 2, 3, 4, 5 and
6 to this Statement.
The information included in Item 4 of this Statement is hereby incorporated
herein by reference.
Other than as set forth above, none of the Reporting Persons or, to the
best knowledge of such persons, any person named in Schedule B to this Statement
has any contract, arrangement, understanding or relationship (legal or
otherwise) with any person with respect to securities of the Company, including,
but not limited to, transfer or voting of any such securities, finder's fees,
joint ventures, loans or option arrangements, puts or calls, guarantees of
profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended and restated as follows:
Exhibit 1 Credit Agreement dated as of November 6, 1998 among Valhi,
Inc., the financial institutions from time to time that are
a party thereto (the "Banks") and Societe Generale,
Southwest Agency, as the administrative agent, issuing bank
and arranger (incorporated by reference to Exhibit 1 to
Amendment No. 59 to this Statement).
Exhibit 2 First Amendment Agreement dated as of November 5, 1999
among Valhi, Inc., the Banks and Societe Generale, Southwest
Agency, as the administrative agent of the banks
(incorporated by reference to Exhibit 2 to Amendment No. 60
to this Statement).
Exhibit 3 Second Amendment Agreement dated as of November 3, 2000
among Valhi, Inc., the Banks and U.S. Bank National
Association as the administrative agent, issuing bank and
arranger (incorporated by reference to Exhibit 3 to
Amendment No. 15 to the Schedule 13D filed on October 24,
2000 with the Securities and Exchange Commission by Tremont
Holdings, LLC, NL Industries, Inc., Valhi, Inc., Valhi
Group, Inc., National City Lines, Inc., NOA, Inc., Dixie
Holding Company, Dixie Rice Agricultural Corporation, Inc.,
Southwest Louisiana Land Company, Inc., Contran Corporation,
the Harold Simmons Foundation, Inc., The Combined Master
Retirement Trust and Harold C. Simmons with respect to the
common stock, par value $1.00 per share, of Tremont
Corporation).
Exhibit 4 Form of Accession Agreement dated as of December 1, 2000
among Valhi, Inc., the Banks and U.S. Bank National
Association, as the administrative agent of the banks, and
the related promissory note in the original principal amount
of $5.0 million payable to the order of Texas Capital Bank
(incorporated by reference to Exhibit 4 to Amendment No. 63
to this Statement).
Exhibit 5* 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.
Exhibit 6* 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.
- ----------
* 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: January 24, 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: January 24, 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: January 24, 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
- ----------------------------- -----------------------------------------------------------
Susan E. Alderton (1) Director of Tremont.
Eugene K. Anderson Vice president of Contran, Dixie Holding, Dixie Rice, NOA,
National, Southwest, TGI, VGI and Valhi; and treasurer of
the Foundation.
Thomas E. Barry (2) Vice president for executive affairs at Southern Methodist
University and professor of marketing in the Edwin L. Cox
School of Business at Southern Methodist University; and a
director of Valhi.
Richard J. Boushka (3) Principal of Boushka Properties, a private investment
firm; and a director of Tremont.
Norman S. Edelcup (4) Senior vice president business development of Florida
Savings Bancorp; director of Valhi; and trustee of the
Baron Funds, a mutual fund group.
Lisa Simmons Epstein Director and president of the Foundation.
David B. Garten (5) Vice president, general counsel and secretary of the
Company; and vice president and secretary of Tremont
Holdings, LLC ("TRE Holdings").
Edward J. Hardin (6) Partner of the law firm of Rogers & Hardin LLP; and a
director of Valhi.
Robert D. Hardy (5) Vice president, chief financial officer, treasurer and
controller 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, NOA, National, Southwest, TGI, VGI
and Valhi; general counsel of the Foundation, CompX
International Inc., a manufacturer of ergonomic computer
support systems, precision ball bearing slides and
security products that is affiliated with Valhi ("CompX"),
and The Combined Master Retirement Trust, a trust Valhi
established to permit the collective investment by master
trusts that maintain the assets of certain employee
benefit plans Valhi and related companies adopt (the
"CMRT"); and acting general counsel of Keystone
Consolidated Industries, Inc. ("Keystone"), a manufacturer
of steel rod, wire and wire products that is affiliated
with Contran.
Keith A. Johnson Controller of the Foundation.
William J. Lindquist Director and senior vice president of Contran, Dixie
Holding, NOA, National, TGI and VGI; and senior vice
president of Dixie Rice, Southwest and Valhi.
A. Andrew R. Louis Secretary of Contran, CompX, Dixie Holding, Dixie Rice,
NOA, National, Southwest, TGI, VGI and Valhi.
Kelly D. Luttmer Tax director of Contran, CompX, Dixie Holding, Dixie Rice,
NOA, National, Southwest, TGI, VGI and Valhi.
J. Landis Martin (7) President, chief executive officer and a director of the
Company; president of TRE Holdings; chairman of the board,
president and chief executive officer of Tremont and
Titanium Metals Corporation, a producer of titanium metals
products that is affiliated with Tremont ("TIMET").
Andrew McCollam, Jr. (8) President and a director of Southwest; director of Dixie
Rice; and a private investor.
Harold M. Mire (9) Vice president of Dixie Rice and Southwest.
Robert E. Musgraves (7) Executive vice president 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,
NOA, National 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, NOA,
National, TGI, VGI and Valhi; chairman of the board of
CompX and Keystone; director and executive vice president
of Southwest and Dixie Rice; and a director of the
Company, Tremont and TIMET.
Harold C. Simmons Chairman of the board and chief executive officer of
Contran, Dixie Holding, Dixie Rice, the Foundation, NOA,
National, Southwest, TGI, VGI and Valhi; chairman of the
board of the Company; director of Tremont; and trustee and
member of the trust investment committee of the CMRT.
Richard A. Smith (9) Director and vice president of Dixie Rice.
Thomas P. Stafford (10) Co-founder of Stafford, Burke and Hecker, Inc., a
consulting company; director of the Company, Tremont and
TIMET; and a director of CMI Corporation and The Wackenhut
Corp.
Avy H. Stein (11) Managing partner of Willis, Stein & Partners, a private
equity investment firm; and a director of Tremont.
Gregory M. Swalwell Vice president and controller of Contran, Dixie Holding,
NOA, National, TGI, VGI and Valhi; and vice president of
Dixie Rice and Southwest.
J. Walter Tucker, Jr. (12) President, treasurer and a director of Tucker & Branham,
Inc., a mortgage banking, insurance and real estate
company; vice chairman of the board of Keystone; a
director of Valhi; and a member of the trust investment
committee of the CMRT.
Mark A. Wallace (7) Executive vice president, chief financial officer and
treasurer of TIMET; and vice president, chief financial
officer and treasurer of Tremont.
Steven L. Watson Director and president of Contran, Dixie Holding, Dixie
Rice, NOA, National, 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.
- ----------
(1) The principal business address for Ms. Alderton is 70 East 55th Street, 8th
Floor, New York, New York 10022.
(2) The principal business address for Dr. Barry is Southern Methodist
University, Perkins Administration Bldg. #224, Dallas, Texas 75275.
(3) The principal business address for Mr. Boushka is 7701 East Kellogg, Suite
440, Wichita, Kansas 67207.
(4) The principal business address for Mr. Edelcup is 8181 Southwest 117th
Street, Pinecrest, Florida 33156.
(5) The principal business address for Messrs. Garten and Hardy is Two
Greenspoint Plaza, 16825 Northchase Drive, Suite 1200, Houston, Texas
77060.
(6) The principal business address for Mr. Hardin is 229 Peachtree Street,
N.E., Suite 2700, Atlanta, Georgia 30303.
(7) The principal business address for Messrs. Martin, Musgraves and Wallace is
1999 Broadway, Suite 4300, Denver, Colorado 80202.
(8) The principal business address for Mr. McCollam is 402 Canal Street, Houma,
Louisiana 70360.
(9) The principal business address for Messrs. Mire and Smith is 600 Pasquiere
Street, Gueydan, Louisiana 70542-0010.
(10) The principal business address for Gen. Stafford is 1006 Cameron Street,
Alexandria, Virginia 22314.
(11) The principal business address for Mr. Stein is 227 West Monroe St., Suite
4300, Chicago, Illinois 60606.
(12) The principal business address for Mr. Tucker is 400 E. Central Boulevard,
Orlando, Florida 32801.
SCHEDULE C
Schedule C is hereby amended and restated as follows:
Based upon ownership filings with the Commission or upon information
provided by the persons listed on Schedule B to this Statement, such persons may
be deemed to own personally and beneficially Shares, as outlined below:
Shares Options
Name Held Held (1) Total
-------------------------- ----------- ----------- -----------
Susan E. Alderton (2) 54,294 93,000 147,294
Eugene K. Anderson -0- -0- -0-
Thomas E. Barry -0- -0- -0-
Richard J. Boushka -0- -0- -0-
Norman S. Edelcup -0- -0- -0-
Lisa Simmons Epstein 1,000 -0- 1,000
David B. Garten (3) 22,335 129,000 151,335
Edward J. Hardin -0- -0- -0-
Robert D. Hardy (4) 16,344 73,000 89,344
J. Mark Hollingsworth (5) 500 -0- 500
Keith A. Johnson -0- -0- -0-
William J. Lindquist -0- -0- -0-
A. Andrew R. Louis -0- -0- -0-
Kelly D. Luttmer -0- -0- -0-
J. Landis Martin 26,000 310,600 336,600
Andrew McCollam, Jr. -0- -0- -0-
Harold M. Mire -0- -0- -0-
Robert E. Musgraves -0- -0- -0-
Bobby D. O'Brien -0- -0- -0-
Glenn R. Simmons 2,000 8,000 10,000
Harold C. Simmons (6) 4,000 8,000 12,000
Richard A. Smith -0- -0- -0-
Thomas P. Stafford 2,000 4,000 6,000
Avy H. Stein -0- -0- -0-
Gregory M. Swalwell -0- -0- -0-
J. Walter Tucker, Jr. -0- -0- -0-
Mark A. Wallace -0- -0- -0-
Steven L. Watson 5,000 2,000 7,000
- ----------
(1) Represents Shares issuable pursuant to the exercise within 60 days of the
date of this Statement of stock options.
(2) Includes 13,137 Shares credited to Ms. Alderton's account under the NL
Industries, Inc. Retirement Savings Plan (the "Savings Plan").
(3) Comprises 22,335 Shares held by Mr. Garten and his wife as joint tenants.
(4) Includes 16,344 shares held by Mr. Hardy and his wife as joint tenants.
(5) Comprises 500 Shares Mr. Hollingsworth holds in his individual retirement
account.
(6) Mr. Simmons may be deemed to possess indirect beneficial ownership of the
Shares as described in Item 5 of this Statement. Mr. Simmons disclaims
beneficial ownership of all Shares except for the 4,000 Shares that he
holds directly and the 8,000 Shares that Mr. Simmons can acquire by
exercise of stock options (all of which vest within 60 days of the date of
the Statement).
EXHIBIT INDEX
Exhibit 1 Credit Agreement dated as of November 6, 1998 among Valhi,
Inc., the financial institutions from time to time that are
a party thereto (the "Banks") and Societe Generale,
Southwest Agency, as the administrative agent, issuing bank
and arranger (incorporated by reference to Exhibit 1 to
Amendment No. 59 to this Statement).
Exhibit 2 First Amendment Agreement dated as of November 5, 1999
among Valhi, Inc., the Banks and Societe Generale, Southwest
Agency, as the administrative agent of the banks
(incorporated by reference to Exhibit 2 to Amendment No. 60
to this Statement).
Exhibit 3 Second Amendment Agreement dated as of November 3, 2000
among Valhi, Inc., the Banks and U.S. Bank National
Association as the administrative agent, issuing bank and
arranger (incorporated by reference to Exhibit 3 to
Amendment No. 15 to the Schedule 13D filed on October 24,
2000 with the Securities and Exchange Commission by Tremont
Holdings, LLC, NL Industries, Inc., Valhi, Inc., Valhi
Group, Inc., National City Lines, Inc., NOA, Inc., Dixie
Holding Company, Dixie Rice Agricultural Corporation, Inc.,
Southwest Louisiana Land Company, Inc., Contran Corporation,
the Harold Simmons Foundation, Inc., The Combined Master
Retirement Trust and Harold C. Simmons with respect to the
common stock, par value $1.00 per share, of Tremont
Corporation).
Exhibit 4 Form of Accession Agreement dated as of December 1, 2000
among Valhi, Inc., the Banks and U.S. Bank National
Association, as the administrative agent of the banks, and
the related promissory note in the original principal amount
of $5.0 million payable to the order of Texas Capital Bank
(incorporated by reference to Exhibit 4 to Amendment No. 63
to this Statement).
Exhibit 5* 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.
Exhibit 6* 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.
- ----------
* Filed herewith.
THIRD AMENDMENT OF CREDIT AGREEMENT
This Third Amendment of Credit Agreement (the "Third Amendment") is
entered into as of November 2, 2001, among VALHI, INC. (the "Borrower"),
U.S. BANK NATIONAL ASSOCIATION ("U.S. Bank"), COMERICA 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, and a Second Amendment Agreement dated as of November 3, 2000
(which Credit Agreement, as amended, is referred to in this Third Amendment as
the "Credit Agreement"). Capitalized terms defined in the Credit Agreement and
not otherwise defined in this Third Amendment are used in this Third Amendment
with the meanings so defined in the Credit Agreement.
B. U.S. Bank is the Agent, the Issuing Bank, and the Arranger under the
Credit Agreement and the other Credit Documents.
C. The Borrower has requested the Banks to extend the Maturity Date of
the Credit Agreement for a period of 364 days and has requested that the
aggregate amount of the Commitments be increased to $55,000,000.
D. The Banks have elected to renew and extend for 364 days the credit
facility governed by the Credit Agreement and U.S. Bank has agreed to increase
its Commitment to $35,000,000, as more particularly described in this Third
Amendment.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which hereby are acknowledged, the parties to this Third Amendment agree as
follows:
1. Amendment of the Credit Agreement. From and after the Third
Amendment Effective Date, 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 has been amended to October 17, 2000) in the
definition of the term "Agent Fee Letter" hereby is deleted
and replaced by "October 24, 2001"; and
(ii) the reference to the date "November 3, 2000" (which previously
has been amended to November 2, 2001) in the definition of the
term "Maturity Date" hereby is deleted and replaced by
"November 1, 2002."
(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 Third Amendment.
2. Replacement Notes. Each of the Banks agrees to return to the
Borrower, immediately following the Third Amendment Effective Date, the Notes
issued pursuant to the Credit Agreement in favor of such Bank, marked on the
face of such Note "replaced by note issued pursuant to Third Amendment of Credit
Agreement."
3. 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 Third Amendment and no Default has occurred and
is continuing as of the date of this Third Amendment.
4. Effectiveness of Third Amendment. This Third Amendment shall become
effective on November 2, 2001 (the "Third Amendment Effective Date"), provided
that the Agent has confirmed in writing to each of the parties to this Third
Amendment on such date that:
(a) Counterparts. The Agent has received a counterpart of this
Third Amendment executed by each of the parties to this Third
Amendment;
(b) 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 Third 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 Third Amendment;
(c) Form U-1. The Agent has received a Federal Reserve Form U-1
dated as of November 2, 2001, duly completed and executed by
the Borrower and the Agent; and
(d) New Notes. The Agent has received (i) a Note payable to the
order of U.S. Bank in the principal amount of $35,000,000,
(ii) a Note payable to the order of Comerica Bank in the
principal amount of $15,000,000, and (iii) a Note payable to
the order of Texas Capital Bank in the principal amount of
$5,000,000, each duly executed by the Borrower and in the form
of Exhibit A to the Credit Agreement.
5. Counterparts. This Third Amendment may be executed in any number of
counterparts (which together shall constitute a single document).
6. GOVERNING LAW. THIS THIRD AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
7. ENTIRE AGREEMENT. THIS THIRD 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 Third 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 By
Bobby D. O'Brien T. Bancroft Mattei
Vice President and Treasurer Assistant Vice President
THE AGENT: TEXAS CAPITAL BANK
U.S. BANK NATIONAL ASSOCIATION,
as Administrative Agent, Issuing By
Bank, and Arranger W. Reed Allton
Senior Vice President
By U.S. BANK NATIONAL ASSOCIATION
Janice T. Thede
Vice President
By
Janice T. Thede
Vice President
ANNEX I
COMMITMENTS
Comerica Bank $15,000,000
Texas Capital Bank $5,000,000
U.S. Bank National Association $35,000,000
Total Commitments $55,000,000
ANNEX II
APPLICABLE LENDING OFFICES FOR BANKS
COMERICA BANK:
Eurodollar Lending Office: Domestic Lending Office:
Comerica Bank Comerica Bank
Suite 400 Suite 400
4100 Spring Valley 4100 Spring Valley
Dallas, Texas 75244 Dallas, Texas 75244
Attention: T. Bancroft Mattei Attention: T. Bancroft Mattei
Assistant Vice President Assistant Vice President
Telephone: (972) 361-2545 Telephone: (972) 361-2545
Telecopy: (972) 361-2550 Telecopy: (972) 361-2550
TEXAS CAPITAL BANK:
Eurodollar Lending Office: Domestic Lending Office:
Texas Capital Bank Texas Capital Bank
4230 LBJ Freeway 4230 LBJ Freeway
Dallas, Texas 75244 Dallas, Texas 75244
Attention: Lee Martinez Attention: Lee Martinez
Vice President Vice President
Telephone: (214) 560-4533 Telephone: (214) 560-4533
Telecopy: (214) 991-4560 Telecopy: (214) 991-4560
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
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 400
4100 Spring Valley
Dallas, Texas 75244
Attention: T. Bancroft Mattei
Assistant Vice President
Telephone: (972) 361-2545
Telecopy: (972) 361-2550
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
EXHIBIT H
FORM ACCESSION AGREEMENT
This Accession Agreement dated as of January 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
$70,000,000; and
Whereas, PNB Financial Bank has agreed to become a Bank under the
Credit Agreement with a Commitment on $15,000,000;
Now therefore the parties hereto agree as follows:
1. PNB Financial Bank shall, on and as of the Effective Date (as herein
defined) become a Bank under the Credit Agreement with a Commitment of
$15,000,000.
2. PNB Financial 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 PNB Financial 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, PNB Financial Bank shall be a "Bank" for all purposes
under the Credit Agreement.
5. On the Effective Date, the Borrower shall execute and deliver to PNB
Financial 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 PNB Financial Bank, and shall be in the amount of $15,000,000.
6. The date this Agreement becomes effective (the "Effective Date")
shall be January 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:_____________________________
Name:___________________________
Title:__________________________
AGENT:
U.S. BANK NATIONAL ASSOCIATION
As Agent
By:_____________________________
Name:___________________________
Title:__________________________
PNB FINANCIAL BANK:
By:_____________________________
Name: Ronald C. Berg
Title: Senior Vice President
ANNEX A TO ACCESSION AGREEMENT
APPLICABLE LENDING OFFICES AND
ADDDRESSES FOR NOTICE FOR PNB FINANCIAL BANK
Applicable Lending Offices:
Domestic Lending Office: Eurodollar Lending Office:
2911 Turtle Creek Blvd. 2911 Turtle Creek Blvd.
Suite 1300 Suite 1300
Dallas, Texas 75219 Dallas, Texas 75219
Ronald C. Berg Ronald C. Berg
Senior Vice President Senior Vice President
Direct Phone Line 214/252-4108 Direct Phone Line 214/252-4108
Telecopy: 214/252-4098 Telecopy 214/252-4098
Address for Notices:
2911 Turtle Creek Blvd., Suite 1300
Dallas, Texas 75219
Ronald C. Berg
Senior Vice President
Direct Phone Line 214/252-4108
Telecopy: 214/252-4098
