SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 42)*
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
49342210900
(CUSIP Number)
WILLIAM C. TIMM
THREE LINCOLN CENTRE
SUITE 1700
5430 LBJ FREEWAY
DALLAS, TEXAS 75240
(214) 233-1700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 7, 1994
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box.
Check the following box if a fee is being paid with the statement.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
*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 by "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. 49342210900
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*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX 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
NUMBER OF
SHARES -0-
BENEFICIALLY
8
SHARED VOTING POWER
OWNED BY
EACH
3,464,683
REPORTING
PERSON 9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
3,464,683
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,464,683
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.9%
14
TYPE OF REPORTING PERSON*
CO
[FN]
* See instructions before filling out.
CUSIP No. 49342210900
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NL Industries, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
7
SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
8
SHARED VOTING POWER
OWNED BY
EACH
326,050
REPORTING
PERSON 9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
326,050
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
326,050
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
14
TYPE OF REPORTING PERSON*
CO
[FN]
* See instructions before filling out.
CUSIP No. 49342210900
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*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX 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
NUMBER OF
SHARES -0-
BENEFICIALLY
8
SHARED VOTING POWER
OWNED BY
EACH
326,050
REPORTING
PERSON 9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
326,050
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
326,050
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
14
TYPE OF REPORTING PERSON*
CO
[FN]
* See instructions before filling out.
CUSIP No. 49342210900
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*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX 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
NUMBER OF
SHARES -0-
BENEFICIALLY
8
SHARED VOTING POWER
OWNED BY
EACH
326,050
REPORTING
PERSON 9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
326,050
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
326,050
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
14
TYPE OF REPORTING PERSON*
CO
[FN]
* See instructions before filling out.
CUSIP No. 49342210900
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*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX 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
NUMBER OF
SHARES -0-
BENEFICIALLY
8
SHARED VOTING POWER
OWNED BY
EACH
326,050
REPORTING
PERSON 9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
326,050
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
326,050
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
14
TYPE OF REPORTING PERSON*
CO
[FN]
* See instructions before filling out.
CUSIP No. 49342210900
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*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX 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
NUMBER OF
SHARES -0-
BENEFICIALLY
8
SHARED VOTING POWER
OWNED BY
EACH
326,050
REPORTING
PERSON 9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
326,050
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
326,050
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
14
TYPE OF REPORTING PERSON*
CO
[FN]
* See instructions before filling out.
CUSIP No. 49342210900
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*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX 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
NUMBER OF
SHARES -0-
BENEFICIALLY
8
SHARED VOTING POWER
OWNED BY
EACH
326,050
REPORTING
PERSON 9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
326,050
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
326,050
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
14
TYPE OF REPORTING PERSON*
CO
[FN]
* See instructions before filling out.
CUSIP No. 49342210900
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*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX 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
NUMBER OF
SHARES -0-
BENEFICIALLY
8
SHARED VOTING POWER
OWNED BY
EACH
326,050
REPORTING
PERSON 9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
326,050
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
326,050
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
14
TYPE OF REPORTING PERSON*
CO
[FN]
* See instructions before filling out.
CUSIP No. 49342210900
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*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX 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
NUMBER OF
SHARES -0-
BENEFICIALLY
8
SHARED VOTING POWER
OWNED BY
EACH
326,050
REPORTING
PERSON 9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
326,050
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
326,050
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
14
TYPE OF REPORTING PERSON*
CO
[FN]
* See instructions before filling out.
CUSIP No. 49342210900
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*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX 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
NUMBER OF
SHARES -0-
BENEFICIALLY
8
SHARED VOTING POWER
OWNED BY
EACH
326,050
REPORTING
PERSON 9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
326,050
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
326,050
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
14
TYPE OF REPORTING PERSON*
CO
[FN]
* See instructions before filling out.
CUSIP No. 49342210900
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*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX 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
NUMBER OF
SHARES -0-
BENEFICIALLY
8
SHARED VOTING POWER
OWNED BY
EACH
356,050
REPORTING
PERSON 9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
356,050
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
356,050
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
14
TYPE OF REPORTING PERSON*
EP
[FN]
* See instructions before filling out.
CUSIP No. 49342210900
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*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX 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
NUMBER OF
SHARES -0-
BENEFICIALLY
8
SHARED VOTING POWER
OWNED BY
EACH
250,000
REPORTING
PERSON 9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
250,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
14
TYPE OF REPORTING PERSON*
CO
[FN]
* See instructions before filling out.
CUSIP No. 49342210900
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*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX 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
NUMBER OF
SHARES -0-
BENEFICIALLY
8
SHARED VOTING POWER
OWNED BY
EACH
3,755,183
REPORTING
PERSON 9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
3,755,183
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* X
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14
TYPE OF REPORTING PERSON*
IN
[FN]
* See instructions before filling out.
AMENDMENT NO. 42
TO SCHEDULE 13D
This amended Statement relates to the Common Stock, $1.00 par value
per share (the "Shares") of Keystone Consolidated Industries, Inc., a Delaware
corporation (the "Company"). Items 2, 3, 4, 5 and 6 of a Statement on Schedule
13D filed (i) by Contran Corporation ("Contran"), The Combined Master Retirement
Trust (the "Master Trust") and NL Industries, Inc. ("NL") as the direct
beneficial owners of Shares, (ii) by virtue of their respective direct and
indirect holdings of securities of NL (as previously reported on this
Statement), by Tremont Corporation, Valhi Inc., Valhi Group, Inc., National City
Lines, Inc., NOA, Inc., Dixie Rice Agricultural Corporation, Inc., Dixie Holding
Company and Southwest Louisiana Land Company, Inc. and (iii) by virtue of his
positions with Contran, the Master Trust and certain other entities reported on
this Statement, Harold C. Simmons, (collectively, the "Reporting Persons") are
hereby amended as set forth below.
Item 2. Identity and Background
No Change except for the addition of the following:
(a) As a result of the receipt of the Shares reported under Item
5(c), this Statement is filed additionally on behalf of Harold Simmons
Foundation, Inc. (the "Foundation"). Harold C. Simmons is Chairman of the Board
and Chief Executive Officer of the Foundation and may be deemed to control the
Foundation. Certain information concerning the directors and executive officers
of the Foundation is set forth in Schedule B to this Statement and incorporated
herein by reference. The Foundation is hereby included as one of the "Reporting
Persons".
(b) The principal executive office of the Foundation is Three Lincoln
Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240. The business
addresses of the directors and executive officers of the Foundation are set
forth on Schedule B to this Statement and incorporated herein by reference.
(c) The Foundation is a tax-exempt foundation organized and existing
exclusively for charitable purposes.
(d) Neither the Foundation nor, to the best knowledge of the
Reporting Persons, any person 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) During the past five years, neither the Foundation, nor to the
best knowledge of the Reporting Persons, any person named in Schedule B to this
Statement, was a party to a civil proceeding by any 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 violations with respect to such laws.
(f) The Foundation is a Texas non-profit corporation.
Item 3. Source and Amount of Funds or Other Consideration
No change except for the addition of the following:
The total amount of funds required by Contran to acquire the Shares
reported in Item 5(c) was $312,835 (including commissions). Such funds were or
will be provided by Contran's cash on hand and no funds were borrowed for such
purpose.
The Foundation received the Shares reported in Item 5(c) as a
charitable contribution from Contran and no funds were required by the
Foundation to acquire such Shares.
Item 4. Purpose of Transaction.
No change except for the addition of the following:
Contran purchased the additional Shares reported in Item 5(c) of this
Statement in order to increase its equity interest in the Company. Depending
upon their evaluation of the Company's business and prospects, and upon future
developments (including, but not limited to, performance of the Shares in the
market, availability of funds, alternative uses of funds, and money, stock
market and general economic conditions), any of the Reporting Persons, other
than the Master Trust, or other entities that may be deemed to be affiliated
with Contran may from time to time purchase Shares, and any of the Reporting
Persons, or other entities that may be deemed to be affiliated with Contran may
from time to time dispose of all or a portion of the Shares held by such person,
or cease buying or selling Shares. Any such additional purchases or sales of
the Shares may be in open market or privately-negotiated transactions or
otherwise.
The Foundation may be deemed to have adopted the plans and proposals
of the Reporting Persons as previously discussed in this Statement. Except as
previously discussed in this Statement with respect to the Reporting Persons,
the Foundation does not have 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.
No change except for the following:
(a) NL is the direct beneficial owner of 326,050 Shares, or
approximately 5.8% of the 5,592,751 Shares outstanding as of October 31, 1994
(the "Outstanding Shares"), according to information contained in the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1994 (the
"Quarterly Report"). By virtue of the relationships described under Item 2 of
this Statement, each of the other Reporting Persons, other than the Foundation,
may be deemed to share indirect beneficial ownership of the Shares directly
beneficially owned by NL. Harold C. Simmons disclaims all such beneficial
ownership.
As a result of the purchases and contribution described under Item
5(c), Contran is the direct beneficial owner of 3,138,633 Shares, or
approximately 56.1% of the Outstanding Shares according to information contained
in the Quarterly Report. By virtue of the relationships described under Item 2
of this Statement, Contran may be deemed to be the beneficial owner of 3,464,683
Shares, or approximately 61.9% of the Outstanding Shares according to
information contained in the Quarterly Report. By virtue of the relationships
described under Item 2 of this Statement, Harold C. Simmons may be deemed to
share indirect beneficial ownership of the Shares directly owned by Contran.
Mr. Simmons disclaims all such beneficial ownership.
The Master Trust is the direct beneficial owner of 30,000 Shares, or
approximately 0.5% of the Outstanding Shares according to information contained
in the Quarterly Report. By virtue of the relationships described under Item 2
of this Statement the Master Trust may be deemed to be the beneficial owner of
356,050 Shares, or approximately 6.4% of the Outstanding Shares according to
information contained in the Quarterly Report. By virtue of the relationships
described under Item 2 of this Statement, Harold C. Simmons may be deemed to
share indirect beneficial ownership of the Shares directly owned by the Master
Trust. Mr. Simmons disclaims all such beneficial ownership, except to the
extent of his vested beneficial interest therein.
The Foundation is the direct beneficial owner of 250,000 Shares, or
approximately 4.5% of the outstanding Shares according to information contained
in the Quarterly Report. By virtue of the relationships described under Item 2
of this Statement, Harold C. Simmons may be deemed to share indirect beneficial
ownership of the Shares directly owned by the Foundation. Mr. Simmons disclaims
all such beneficial ownership.
Harold C. Simmons' spouse is the direct beneficial owner of 10,500
Shares, or approximately 0.2% of the outstanding Shares according to information
contained in the Quarterly Report, of which Mr. Simmons may be deemed to share
indirect beneficial ownership. Mr. Simmons disclaims all such beneficial
ownership.
(b) The Foundation has the direct power both to vote and to direct
the disposition of the Shares held by it. By virtue of the relationships
described in Item 2, Harold C. Simmons may be deemed to have and share the
indirect power to vote and direct the disposition of the Shares held by the
Foundation.
(c) The table below sets forth additional purchases of the Shares by
the Reporting Persons during the last 60 days. All of such purchases were
effected by Contran on the New York Stock Exchange.
<TABLE>
<CAPTION>
Approximate Price
Per Share ($)
(exclusive of commissions)
Date Amount of Shares
<S> <C> <C>
10/19/94 100 16.250
10/24/94 600 13.875
10/24/94 1,200 14.125
10/24/94 1,200 14.250
10/25/94 1,000 14.250
10/26/94 200 14.500
11/01/94 600 14.250
11/03/94 400 14.250
11/08/94 400 14.250
11/08/94 2,000 14.500
11/30/94 2,500 14.500
12/01/94 700 14.500
12/02/94 1,200 14.500
12/08/94 1,000 14.250
12/08/94 4,200 14.500
12/09/94 900 14.250
12/12/94 1,800 14.250
12/13/94 1,700 14.250
</TABLE>
Contran contributed 250,000 Shares to the Foundation on December 7, 1994
for no consideration.
(d) The Foundation has the right to receive and power to direct the
receipt of dividends from, and proceeds from the sale of, the Shares held by it.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
No Change except for the addition of the following:
Except as previously disclosed in this Statement, neither the
Foundation nor, to the best knowledge of the Reporting 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.
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: December 14, 1994
By: /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: December 14, 1994
By: /s/ J. Landis Martin
J. Landis Martin,
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: December 14, 1994
By: /s/ William C. Timm
William C. Timm,
Signing in the capacities listed
on Schedule "A" attached hereto
and incorporated herein by
reference.
SCHEDULE A
Harold C. Simmons, individually, and as Trustee of
THE COMBINED MASTER RETIREMENT TRUST, and as Chairman of the Board of HAROLD
SIMMONS FOUNDATION, INC.
William C. Timm, as Vice President-Finance of each of:
CONTRAN CORPORATION
DIXIE RICE AGRICULTURAL CORPORATION, INC.
DIXIE HOLDING COMPANY
NATIONAL CITY LINES, INC.
NOA, INC.
VALHI GROUP, INC.
VALHI, INC.
SOUTHWEST LOUISIANA LAND COMPANY, INC.
J. Landis Martin, as Chief Executive Officer and President of each of:
NL INDUSTRIES, INC.
TREMONT CORPORATION
SCHEDULE B
The names of the directors and executive officers of Contran
Corporation ("Contran"), Dixie Rice Agricultural Corporation, Inc. ("Dixie
Rice"), Dixie Holding Company ("Dixie Holding"), National City Lines, Inc.
("National"), NOA, Inc. ("NOA"), Southwest Louisiana Land Company, Inc.
("Southwest"), Valhi Group, Inc. ("VGI"), Valhi, Inc. ("Valhi"), NL Industries,
Inc. ("NL"), Tremont Corporation ("Tremont") and Harold Simmons Foundation, Inc.
("Foundation") and their present principal occupations are set forth below.
Except as otherwise indicated, the business address of each such person is 5430
LBJ Freeway, Suite 1700, Dallas, Texas 75240.
Name Present Principal Occupation
- -------------------- ----------------------------
Kirby C. Adams Vice President of Tremont, 1999 Broadway, Suite
4300 Denver, Colorado 80202.
Susan E. Alderton Vice President and Treasurer of NL; Director of
Tremont. 70 East 55th Street, 8th Floor, New
York, New York 10022.
Eugene K. Anderson Vice President of Contran, Dixie Holding,
National, NOA, Valhi and VGI; Treasurer of
Foundation.
Arthur H. Bilger Director of Valhi; Private Investor. 1060 Laurel
Way, Beverly Hills, CA 90210
Richard J. Boushka Director of Tremont; Principal of Boushka
Properties (private investment firm). 7701 East
Kellogg, Suite 650, Wichita, Kansas 67207.
F. Murlyn Broussard Treasurer of Southwest. 402 Canal Street, Houma,
Louisiana 70360.
Joseph S. Compofelice Vice President and Chief Financial Officer of NL
and Tremont; Executive Vice President of Valhi.
Two Greenspoint Plaza, 16825 Northchase Drive,
Suite 1200, Houston, TX 77060.
Norman S. Edelcup Director of Valhi; Chairman of the Board of Item
Processing of America, Inc. (processing service
bureau). 5190 N.W. 167th Street, Suite 300, Miami,
Florida 33014.
Robert J. Frame Director of Valhi; Professor of Finance, Emeritus,
at the Cox School of Business, Southern Methodist
University; President of Frame Financial Group,
Inc. (registered broker/dealer and a member of the
Chicago Board Options Exchange). 17218 Preston
Road, Suite 421, Dallas, Texas 75252.
David B. Garten Vice President, Secretary and General Counsel of
NL. Two Greenspoint Plaza, 16825 Northchase
Drive, Suite 1200, Houston, Texas 77060.
William J. Lindquist Vice President and Tax Director of Contran, Dixie
Rice, Dixie Holding, National, NOA, Southwest, VGI
and Valhi.
J. Landis Martin Director, President and Chief Executive Officer of
NL; Director, Chairman of the Board, President and
Chief Executive Officer of Tremont. Two
Greenspoint Plaza, 16825 Northchase Drive, Suite
1200, Houston, Texas 77060.
Andrew McCollam, Jr. Director of Dixie Rice; President and Director of
Southwest; Private Investor. 402 Canal Street,
Houma, Louisiana 70360.
Harold M. Mire Vice President and General Manager of Southwest;
President of Dixie Rice. 600 Pasquiere Street,
Gueydan, Louisiana 70542.
J. Thomas Montgomery, Jr. Vice President and Controller of Contran, Dixie
Holding, National, NOA, Southwest, VGI and Valhi;
Vice President of Dixie Rice.
Robert E. Musgraves General Counsel and Secretary of Tremont. 1999
Broadway, Suite 4300, Denver, Colorado 80202.
Dennis G. Newkirk Vice President and Controller of NL. Two
Greenspoint Plaza, 16825 Northchase Drive, Suite
1200, Houston, Texas 77060.
Kenneth R. Peak Director of NL; President of Peak Energy Advisors,
Inc. (consulting). 2702 Albans, Houston, Texas
77005.
Glenn R. Simmons Vice Chairman of the Board and Director of
Contran, Dixie Holding, National, NOA, VGI and
Valhi; Director of NL and Tremont; Executive Vice
President and Director of Dixie Rice and
Southwest; Chairman of the Board, Chief Executive
Officer and Director Keystone Consolidated
Industries, Inc. ("Keystone") (steel rod and wire
products manufacturer).
Harold C. Simmons Chairman of the Board, Chief Executive Officer,
President and Director of Contran, Dixie Rice,
Dixie Holding, National, NOA, Southwest, VGI and
Valhi; Chairman of the Board and Director of NL;
Director of Tremont; Chairman of the Board, Chief
Executive Officer and Director of Foundation.
Lisa K. Simmons President and Director of Foundation.
Robert W. Singer Vice President of Contran and Valhi; President
and Chief Operating Officer of Keystone.
Richard A. Smith Director and Treasurer of Dixie Rice. 600
Pasquiere Street, Gueydan, Louisiana 70542.
Michael A. Snetzer Director of Valhi, NL and Tremont; Chairman of the
Board, Chief Executive Officer and Director of
Medite corporation (forest products).
Thomas P. Stafford Director of Tremont; Co-founder of Stafford, Burke
and Hecker, Inc. (consulting); Chairman of the
Board of Omega Watch Corporation of America (watch
manufacturer). 1006 Cameron, Alexandria, Virginia
22314.
Avy H. Stein Director of Tremont; Managing Director of
Continental Equity Capital Corporation and
Continental Illinois Venture Corporation
(investment funds). 231 South La Salle, Chicago,
Illinois 60697.
William C. Timm Vice President-Finance and Treasurer of Contran,
Dixie Rice, Southwest, Dixie Holding, National,
NOA, VGI and Valhi; Vice President-Finance of
Dixie Rice and Southwest.
J. Walter Tucker, Jr. Director of Valhi; President, Treasurer and
Director of Tucker & Branham, Inc. (mortgage
banking, insurance and real estate); Vice Chairman
of the Board and Director Keystone.
Mark A. Wallace Vice President and Controller of Tremont. 1999
Broadway, Suite 4300, Denver, Colorado 80202.
Steven L. Watson Vice President and Secretary of Contran, Dixie
Rice, Dixie Holding, National, NOA, Southwest, VGI
and Valhi; Vice President, Secretary and Director
of Foundation.
Lawrence A. Wigdor Executive Vice President and Director of NL. Two
Greenspoint Plaza, 16825 Northchase Drive, Suite
1200, Houston, Texas 77060.
Elmo R. Zumwalt, Jr. Director of NL; President of Admiral Zumwalt &
Consultants, Inc. (consulting). 1500 Wilson
Boulevard, Arlington, Virginia 22209.
