SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 67)*
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)
October 9, 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)
21.3%
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)
21.3%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Valhi, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC and BK
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
83.9%
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
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)
83.9%
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
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)
83.9%
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
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)
83.9%
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
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)
83.9%
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
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)
83.9%
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
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)
83.9%
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
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)
83.9%
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
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)
83.9%
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)
83.9%
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
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. 67
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 and 5 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"), 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 62.7% and
21.3%, respectively, of the 48,067,084 Shares outstanding as of October 9, 2002
according to information provided by the Company (the "Outstanding Shares").
Together, Valhi and Tremont may be deemed to control the Company. TGI, the
Company and Valhi are the holders of approximately 80.0%, 0.1% and 0.1%,
respectively, of the outstanding shares of common stock of Tremont and together
may be deemed to control Tremont. Valhi and the Company are the direct holders
of approximately 80.0% and 20.0%, respectively, of the outstanding common stock
of TGI. Together Valhi and the Company may be deemed to control TGI. VGI,
National, Contran, the Foundation, the Contran Deferred Compensation Trust No. 2
(the "CDCT No. 2") and the CMRT are the direct holders of approximately 80.6%,
9.5%, 2.1%, 1.4%, 0.4% and 0.1%, respectively, of the common stock of Valhi.
Together, VGI, National and Contran may be deemed to control Valhi. National,
NOA and Dixie Holding are the direct holders of approximately 73.3%, 11.4% and
15.3%, respectively, of the outstanding common stock of VGI. Together, National,
NOA and Dixie Holding may be deemed to control VGI. Contran and NOA are the
direct holders of approximately 85.7% and 14.3%, respectively, of the
outstanding common stock of National and together may be deemed to control
National. Contran and Southwest are the direct holders of approximately 49.9%
and 50.1%, respectively, of the outstanding common stock of NOA and together may
be deemed to control NOA. Dixie Rice is the direct holder of 100% of the
outstanding common stock of Dixie Holding and may be deemed to control Dixie
Holding. Contran is the holder of 100% of the outstanding common stock of Dixie
Rice and may be deemed to control Dixie Rice. Contran is also the holder of
approximately 88.9% of the outstanding common stock of Southwest and may be
deemed to control Southwest.
Substantially all of Contran's outstanding voting stock is held by
trusts established for the benefit of certain children and grandchildren of
Harold C. Simmons (the "Trusts"), of which Mr. Simmons is the sole trustee. As
sole trustee of each of the Trusts, Mr. Simmons has the power to vote and direct
the disposition of the shares of Contran stock held by each of the Trusts. Mr.
Simmons, however, disclaims beneficial ownership of any shares of Contran stock
that the Trusts hold.
The Foundation directly holds approximately 1.4% of the outstanding
Valhi common stock. The Foundation is a tax-exempt foundation organized for
charitable purposes. Harold C. Simmons is the chairman of the board and chief
executive officer of the Foundation and may be deemed to control the Foundation.
The CDCT No. 2 directly holds approximately 0.4% of the outstanding
Valhi common stock. U.S. Bank National Association serves as the trustee of the
CDCT No. 2. Contran established the CDCT No. 2 as an irrevocable "rabbi trust"
to assist Contran in meeting certain deferred compensation obligations that it
owes to Harold C. Simmons. If the CDCT No. 2 assets are insufficient to satisfy
such obligations, Contran is obligated to satisfy the balance of such
obligations as they come due. Pursuant to the terms of the CDCT No. 2, Contran
(i) retains the power to vote the shares of Valhi common stock held directly by
the CDCT No. 2, (ii) retains dispositive power over such shares and (iii) may be
deemed the indirect beneficial owner of such shares.
The CMRT directly holds approximately 0.1% of the outstanding shares of
Valhi common stock. Valhi established the CMRT as a trust to permit the
collective investment by master trusts that maintain the assets of certain
employee benefit plans Valhi and related companies adopt. Mr. Simmons is the
sole trustee of the CMRT and a member of the trust investment committee for the
CMRT. Mr. Simmons is a participant in one or more of the employee benefit plans
that invest through the CMRT.
Valmont Insurance Company ("Valmont") and a subsidiary of the Company
directly own 1,000,000 shares and 1,186,200 shares, respectively, of Valhi
common stock. Valhi is the direct holder of 100% of the outstanding common stock
of Valmont and may be deemed to control Valmont. Pursuant to Delaware law, Valhi
treats the shares of Valhi common stock that Valmont and the subsidiary of the
Company own as treasury stock for voting purposes and for the purposes of this
Statement are not deemed outstanding.
Mr. Harold C. Simmons is chairman of the board and chief executive
officer of TGI, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest and
Contran. Mr. Simmons is also chairman of the board of the Company and Valhi and
a director of Tremont.
By virtue of the holding of the offices, the stock ownership and his
service as trustee, all as described above, (a) Mr. Simmons may be deemed to
control the entities described above and (b) Mr. Simmons and certain of such
entities may be deemed to possess indirect beneficial ownership of Shares
directly held by certain of such other entities. However, Mr. Simmons disclaims
beneficial ownership of the Shares beneficially owned, directly or indirectly,
by any of such entities.
Harold C. Simmons' spouse is the direct owner of 69,475 Shares. Mr.
Simmons may be deemed to share indirect beneficial ownership of such shares. Mr.
Simmons disclaims all such beneficial ownership.
Certain information concerning the directors and executive officers of
the Reporting Persons, including offices held by Mr. Simmons is set forth on
Schedule B attached hereto and incorporated herein by reference.
(b) The principal office of Tremont is 1999 Broadway, Suite 4300,
Denver, Colorado 80202. 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.
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. 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 J.
Landis Martin, Thomas P. Stafford, Glenn R. Simmons, Harold C. Simmons and
Steven L. Watson are directors or officers of the Company and may acquire Shares
from time to time pursuant to benefit plans that the Company sponsors or other
compensation arrangements with the Company.
Except as described in this Item 4, none of the Reporting Persons nor,
to the best knowledge of such persons, any other person named in Schedule B to
this Statement has formulated any plans or proposals which relate to or would
result in any matter required to be disclosed in response to paragraphs (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended as follows:
(a) Valhi, Tremont, Harold C. Simmons' spouse and Harold C. Simmons are
the direct beneficial owners of 30,135,390, 10,215,541, 69,475 and 5,000 Shares,
respectively. In addition, Harold C. Simmons holds stock options exercisable for
10,000 Shares, only 8,000 of which stock options are vested or will vest within
60 days of the filing of this Statement.
By virtue of the relationships described under Item 2 of this
Statement:
(1) Tremont and TGI may each be deemed to be the beneficial
owner of the 10,215,541 Shares (approximately 21.3% 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 83.9%
of the Outstanding Shares) directly held by Valhi and Tremont; and
(3) Harold C. Simmons may be deemed to be the beneficial owner
of the 40,435,406 Shares (approximately 84.1% of the Outstanding
Shares) directly held by Valhi, Tremont, Mr. Simmons' spouse and
himself and including the 10,000 Shares that Mr. Simmons can acquire by
exercise of stock options (only 8,000 of which stock options are vested
or will vest within 60 days of the filing of this Statement).
Mr. Simmons disclaims beneficial ownership of all Shares, except the
5,000 Shares that he holds directly and the 10,000 Shares that Mr. Simmons can
acquire by exercise of stock options (only 8,000 of which stock options are
vested or will vest within 60 days of the filing of this Statement).
The Reporting Persons understand, based on ownership filings with the
Securities and Exchange Commission (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 and TGI may each be deemed to share the power to
vote and direct the disposition of the 10,215,541 Shares that Tremont
directly holds;
(2) Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice,
Southwest, Contran, the CMRT and the Foundation may each be deemed to
share the power to vote and direct the disposition of the 40,350,931
Shares that Valhi and Tremont directly hold;
(3) Harold C. 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 (only 8,000 of which stock options are vested
or 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.
(e) The Company dissolved Tremont Holdings, LLC on September 25, 2002.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: October 21, 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: October 21, 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: October 21, 2002
/s/ Steven L. Watson
---------------------
Steven L. Watson
Signing in the
capacities listed on
Schedule "A" attached
hereto and
incorporated herein by
reference.
SCHEDULE A
HAROLD C. SIMMONS, in his individual capacity and as trustee of THE COMBINED
MASTER RETIREMENT TRUST.
J. LANDIS MARTIN, as president of:
TREMONT CORPORATION
STEVEN L. WATSON, as president or vice president of each of:
CONTRAN CORPORATION
DIXIE HOLDING COMPANY
DIXIE RICE AGRICULTURAL CORPORATION, INC.
HAROLD SIMMONS FOUNDATION, INC.
NATIONAL CITY LINES, INC.
NOA, INC.
SOUTHWEST LOUISIANA LAND COMPANY, INC.
TREMONT GROUP, INC.
VALHI GROUP, INC.
VALHI, INC.
Schedule B 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.
Edward J. Hardin (3) Partner of the law firm of Rogers & Hardin
LLP; and a director of Valhi.
J. Mark Hollingsworth Vice president and general counsel of
Contran, Dixie Holding, Dixie Rice,
National, NOA, Southwest, TGI, VGI and
Valhi; general counsel of the Foundation,
CompX International Inc., a manufacturer of
ergonomic computer support systems,
precision ball bearing slides and security
products that is affiliated with Valhi
("CompX"), and The Combined Master
Retirement Trust, a trust Valhi established
to permit the collective investment by
master trusts that maintain the assets of
certain employee benefit plans Valhi and
related companies adopt (the "CMRT"); and
acting general counsel of Keystone
Consolidated Industries, Inc. ("Keystone"),
a manufacturer of steel rod, wire and wire
products that is affiliated with Contran.
Keith A. Johnson Controller of the Foundation.
William J. Lindquist Director and senior vice president of
Contran, Dixie Holding, National, NOA, TGI
and VGI; and senior vice president of Dixie
Rice, Southwest and Valhi.
A. Andrew R. Louis Secretary of Contran, CompX, Dixie Holding,
Dixie Rice, National, NOA, Southwest, TGI,
VGI and Valhi.
Kelly D. Luttmer Tax director of Contran, CompX, Dixie
Holding, Dixie Rice, National, NOA,
Southwest, TGI, VGI and Valhi.
J. Landis Martin (4) President, chief executive officer and a
director of NL Industries, Inc. (the
"Company"); chairman of the board, president
and chief executive officer of Tremont and
Titanium Metals Corporation, a producer of
titanium metals products that is affiliated
with Tremont ("TIMET").
Andrew McCollam, Jr. (5) President and a director of Southwest;
director of Dixie Rice; and a private
investor.
W. Hayden McIlroy (6) Private investor primarily in real estate;
and a director of Tremont, Med Images, a
medical information company, and Cadco
Systems, Inc., a manufacturer of emergency
alert systems.
Harold M. Mire (7) Vice president of Dixie Rice and Southwest.
Robert E. Musgraves (4) Executive vice president and general counsel
of TIMET; and vice president, general
counsel and secretary of Tremont.
Bobby D. O'Brien Vice president, treasurer and director of
Dixie Holding, National, NOA and VGI; vice
president and treasurer of Contran, Dixie
Rice, TGI and Valhi; and vice president of
Southwest.
Glenn R. Simmons Vice chairman of the board of Contran, Dixie
Holding, National, NOA, TGI, VGI and Valhi;
chairman of the board of CompX and Keystone;
director and executive vice president of
Southwest and Dixie Rice; and a director of
the Company, Tremont and TIMET.
Harold C. Simmons Chairman of the board and chief executive
officer of Contran, Dixie Holding, Dixie
Rice, the Foundation, National, NOA,
Southwest, TGI and VGI; chairman of the
board of the Company and Valhi; director of
Tremont; and trustee and member of the trust
investment committee of the CMRT.
Richard A. Smith (7) Vice president of Dixie Rice.
Thomas P. Stafford (8) Co-founder of Stafford, Burke and Hecker,
Inc., a consulting company; director of the
Company, Tremont and TIMET; and a director
of CMI Corporation and The Wackenhut Corp.
Gregory M. Swalwell Vice president and controller of Contran,
Dixie Holding, National, NOA, TGI, VGI and
Valhi; and vice president of Dixie Rice and
Southwest.
J. Walter Tucker, Jr. (9) President, treasurer and a director of
Tucker & Branham, Inc., a mortgage banking,
insurance and real estate company; vice
chairman of the board of Keystone; a
director of Valhi; and a member of the trust
investment committee of the CMRT.
Mark A. Wallace (4) Executive vice president, chief financial
officer and treasurer of TIMET; and vice
president, chief financial officer and
treasurer of Tremont.
Steven L. Watson Director and president of Contran, Dixie
Holding, Dixie Rice, National, NOA, TGI and
VGI; director, president and chief executive
officer of Valhi; director and executive
vice president of Southwest; director, vice
president and secretary of the Foundation;
and a director of the Company, Tremont and
TIMET.
Terry N. Worrell (10) Associated with Worrell Investments, Inc., a
real estate investment company; and a
director of Tremont and Regency Centers, a
publicly traded developer/operator of
shopping centers.
- ----------
(1) The principal business address for Dr. Barry is Southern Methodist
University, Perkins Administration Bldg. #224, Dallas, Texas 75275.
(2) The principal business address for Mr. Edelcup is 8181 Southwest 117th
Street, Pinecrest, Florida 33156.
(3) The principal business address for Mr. Hardin is 229 Peachtree Street,
N.E., Suite 2700, Atlanta, Georgia 30303.
(4) The principal business address for Messrs. Martin, Musgraves and
Wallace is 1999 Broadway, Suite 4300, Denver, Colorado 80202.
(5) The principal business address for Mr. McCollam is 402 Canal Street,
Houma, Louisiana 70360.
(6) The principal business address for Mr. McIlroy is 6116 N. Central
Expressway, Dallas, Texas 75206.
(7) The principal business address for Messrs. Mire and Smith is 600
Pasquiere Street, Gueydan, Louisiana 70542-0010.
(8) The principal business address for Gen. Stafford is 1006 Cameron
Street, Alexandria, Virginia 22314.
(9) The principal business address for Mr. Tucker is 400 E. Central
Boulevard, Orlando, Florida 32801.
(10) The principal business address for Mr. Worrell is 6909 Vassar, Dallas,
Texas 75205.
SCHEDULE C
Schedule C is hereby amended and restated as follows:
Based upon ownership filings with the Commission or upon information
provided by the persons listed on Schedule B to this Statement, such persons may
be deemed to own personally and beneficially Shares, as outlined below:
Shares Options
Name Held Held (1) Total
-------------------------- ----------- ----------- -----------
Eugene K. Anderson -0- -0- -0-
Thomas E. Barry -0- -0- -0-
Norman S. Edelcup -0- -0- -0-
Lisa Simmons Epstein 1,000 -0- 1,000
Edward J. Hardin -0- -0- -0-
J. Mark Hollingsworth (2) 500 -0- 500
Keith A. Johnson -0- -0- -0-
William J. Lindquist -0- -0- -0-
A. Andrew R. Louis -0- -0- -0-
Kelly D. Luttmer -0- -0- -0-
J. Landis Martin 10,500 330,400 340,900
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 (3) 5,000 8,000 13,000
Richard A. Smith -0- -0- -0-
Thomas P. Stafford 3,000 4,000 7,000
Gregory M. Swalwell -0- -0- -0-
J. Walter Tucker, Jr. -0- -0- -0-
Mark A. Wallace -0- -0- -0-
Steven L. Watson 6,000 2,000 8,000
Terry N. Worrell -0- -0- -0-
- ----------
(1) Represents Shares issuable pursuant to the exercise within 60 days of
the date of this Statement of stock options.
(2) Comprises 500 Shares Mr. Hollingsworth holds in his individual
retirement account.
(3) Mr. Simmons may be deemed to possess indirect beneficial ownership of
the Shares as described in Item 5 of this Statement. Item 5 of this
Statement reports all Shares issuable pursuant to the exercise of Mr.
Simmons' stock options, regardless of vesting, while this Schedule C
reports only those Shares that Mr. Simmons can receive within 60 days
of the date of this Statement upon exercise of his stock options. Mr.
Simmons disclaims beneficial ownership of all Shares except for the
5,000 Shares that he holds directly and the 10,000 Shares that Mr.
Simmons can acquire by exercise of stock options (only 8,000 of which
stock options are vested or will vest within 60 days of the filing of
this Statement).
