SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
TREMONT CORPORATION
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
894745207
(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)
February 3, 1995
(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 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. 894745207
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
3,247,190
REPORTING
PERSON 9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
3,247,190
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,247,190
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.2%
14
TYPE OF REPORTING PERSON*
CO
[FN]
* See instructions before filling out.
CUSIP No. 894745207
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 2,677,957
REPORTING
PERSON 9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
2,677,957
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,677,957
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.4%
14
TYPE OF REPORTING PERSON*
CO
[FN]
* See instructions before filling out.
CUSIP No. 894745207
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
2,677,957
REPORTING
PERSON 9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
2,677,957
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,677,957
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.4%
14
TYPE OF REPORTING PERSON*
CO
[FN]
* See instructions before filling out.
CUSIP No. 894745207
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
3,028,317
REPORTING
PERSON
9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
3,028,317
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,028,317
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.2%
14
TYPE OF REPORTING PERSON*
CO
[FN]
* See instructions before filling out.
CUSIP No. 894745207
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 3,028,317
REPORTING
PERSON 9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
3,028,317
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,028,317
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.2%
14
TYPE OF REPORTING PERSON*
CO
[FN]
* See instructions before filling out.
CUSIP No. 894745207
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
2,677,957
REPORTING
PERSON 9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
2,677,957
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,677,957
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.4%
14
TYPE OF REPORTING PERSON*
CO
[FN]
* See instructions before filling out.
CUSIP No. 894745207
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
8
SHARED VOTING POWER
SHARES -0-
BENEFICIALLY
3,028,317
OWNED BY
EACH 9
SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
3,028,317
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,028,317
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.2%
14
TYPE OF REPORTING PERSON*
CO
[FN]
* See instructions before filling out.
CUSIP No. 894745207
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
8
SHARED VOTING POWER
SHARES -0-
BENEFICIALLY
3,250,696
OWNED BY
EACH 9
SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
3,250,696
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. 4
TO SCHEDULE 13D
This amended statement on Schedule 13D (this "Statement") relates to
the Common Stock, $1.00 par value per share (the "Shares") of Tremont
Corporation, a Delaware corporation (the "Company" or "Tremont"). Items 2, 3, 4
and 5 of this Statement previously filed by the Reporting Persons (as defined in
Item 2(a) of this Statement) are hereby amended as set forth below.
Item 2. Identity and Background.
As amended and restated in its entirety:
(a) This Statement is filed by virtue of their respective direct and
indirect holdings of 5% or more of the outstanding common stock of Tremont (as
described below on this Statement), by Contran Corporation ("Contran"); Valhi
Group, Inc. ("VGI"); National City Lines, Inc. ("National"); NOA, Inc. ("NOA");
Dixie Rice Agricultural Corporation, Inc. ("Dixie Rice"); Dixie Holding Company
("Dixie Holding") and Southwest Louisiana Land Company, Inc. ("Southwest") and
by virtue of his positions with Contran and certain other entities, as described
below on this Statement, 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.
Contran, National and VGI are the direct holders of approximately
3.0%, 4.8% and 35.5%, respectively, of the outstanding common stock of Tremont
and may be deemed to control Tremont. Valmont Insurance Company ("Valmont") and
NL Industries, Inc. ("NL") are the direct holders of approximately .4% and .5%,
respectively of the outstanding common stock of Tremont.
Valhi, Inc. ("VHI") is the holder of 100% and approximately 52.2% of the
outstanding common stock of Valmont and NL, respectively, and may be deemed to
control Valmont and NL. Tremont is the holder of approximately 17.8% of the
outstanding common stock of NL and, together with Valhi may be deemed to control
NL. VGI, National and Contran are the holders of approximately 74.5%, 10.0% and
5.6%, respectively, of the outstanding common stock of Valhi and together, may
be deemed to control Valhi. National, NOA, and Dixie Holding are the holders of
approximately 73.3%, 11.4% and 15.3%, respectively, of the outstanding common
stock of VGI and together may be deemed to control VGI. Contran and NOA are the
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 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 holder of 100% of the outstanding common
stock of Dixie Holding and may be deemed to control Dixie Holding. Contran is
the holder of approximately 88.7% and 54.3% of the outstanding common stock of
Southwest and Dixie Rice, respectively, and may be deemed to control Southwest
and Dixie Rice. Substantially all of Contran's outstanding voting stock is held
by trusts, (together, the "Trusts"), established for the benefit of
Harold C. Simmons' children and grandchildren, of which Mr. Simmons is the sole
trustee. As sole trustee of the Trusts, Mr. Simmons has the power to vote and
direct the disposition of the shares of Contran stock held by the Trusts;
however, Mr. Simmons disclaims beneficial ownership thereof. The Combined
Master Retirement Trust ("Master Trust") holds approximately .1% of the
outstanding common stock of Valhi and less than .1% of the outstanding common
stock of Tremont. Mr. Simmons is sole trustee of the Master Trust and sole
member of the Trust Investment Committee for the Master Trust. Mr. Simmons is a
participant in one or more of the employee benefit plans which invest through
the Master Trust; however, Mr. Simmons disclaims beneficial ownership of the
Shares held by the Master Trust, except to the extent of his vested beneficial
interest therein. Mr. Simmons is Chairman of the Board, President, and Chief
Executive Officer of Valhi, VGI, National, NOA, Dixie Holding, and Contran, is
Chairman of the Board and Chief Executive Officer of Dixie Rice and Southwest,
is Chairman of the Board of NL, and is a Director of Tremont.
By virtue of the relationships described above (a) Mr. Simmons may be
deemed to control Tremont, Valhi, VGI, National, NOA, Dixie Rice, Dixie Holding,
Southwest, NL, Valmont and Contran, (b) Mr. Simmons (as trustee), the Trusts,
Valhi, VGI, National, NOA, Dixie Rice, Dixie Holding, Southwest and Contran may
be deemed to possess indirect beneficial ownership of the Shares held by Valmont
and NL, (c) Mr. Simmons (as trustee), the Trusts, National, NOA, Dixie Rice,
Dixie Holding, Southwest and Contran may be deemed to possess indirect
beneficial ownership of the Shares held by VGI, (d) Mr. Simmons (as trustee),
the Trusts, NOA, Southwest and Contran may be deemed to possess indirect
beneficial ownership of the Shares held by National, (e) Mr. Simmons (as
trustee) and the Trusts may be deemed to possess indirect beneficial ownership
of the Shares held by Contran and (f) Mr. Simmons (as trustee) may be deemed to
possess indirect beneficial ownership of the Shares held by the Master Trust.
However, Mr. Simmons and the Trusts disclaim such beneficial ownership of the
Shares beneficially owned, directly or indirectly, by such entities, except as
noted above.
Certain information concerning the directors and executive officers of the
Reporting Persons is set forth on Schedule B attached hereto and incorporated
herein by reference.
(b) The principal executive offices of VGI, National, NOA, Dixie
Rice, Dixie Holding, Southwest and Contran are located at, and the business
address of Harold C. Simmons, is Three Lincoln Centre, 5430 LBJ Freeway, Suite
1700, Dallas, Texas 75240. The principal business address of Dixie Rice is 600
Pasquiere Street, Gueydan, Louisiana 70542. The principal business address 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) NL is a holding company engaged through subsidiaries in the
international production and manufacturing of chemical products. Valmont is an
insurance company providing insurance to Valhi and certain related companies.
Valhi is a holding company engaged, through operating subsidiaries (other than
NL) in the refined sugar, building products, fast food and hardware products
industries. VGI does not engage in any business activity other than holding
common stock of Valhi. National is engaged directly or through subsidiaries
(other than VGI and its subsidiaries), in real estate and oil and gas
activities. Contran is engaged through subsidiaries (including Southwest, Dixie
and others), other than National and its subsidiaries, in various land
management, agricultural and oil and gas activities. NOA holds investments in
land, securities and notes receivable. Dixie Holding does not engage in any
business activity other than holding common stock of VGI.
The Master Trust is a trust formed by Valhi to permit the collective
investment by trusts which maintain the assets of certain employee benefit plans
adopted by Valhi and related companies. The employee benefit plans funded by
the trusts participating in the Master Trust are subject to the provisions of
the Employer Retirement Income Security Act ("ERISA").
(d) Neither any of the Reporting Persons nor, to the best knowledge
of such 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 any of the Reporting Persons
nor, 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 of finding any violation with respect to such laws.
(f) NL is a New Jersey corporation. Valmont is a Vermont
corporation. Contran, Valhi, Dixie Holding, and National are Delaware
corporations. VGI is a Nevada corporation. NOA is a Texas corporation. Dixie
and Southwest are Louisiana corporations. The Master Trust is governed by the
laws of Texas, except as those laws are superseded by federal law. Harold C.
Simmons and all persons named on Schedule B to this Statement are citizens of
the United States, except as otherwise indicated on such Schedule.
Item 3. Source and Amount of Funds or Other Consideration
No change except for the addition of the following:
No funds were required by the Reporting Persons to acquire the Shares
reported in Item 5(c) of this Statement as a result of the Special Dividend
described in Item 4 of this Statement.
The total amount of funds required by Contran to acquire the
additional Shares reported in Item 5(c) of this Statement was $324,346.25
(including commissions). Such funds were or will be provided from Contran's
cash on hand and no funds were borrowed for such purposes.
The Reporting Persons understand that the funds required by persons
named in Schedule B to this Statement to acquire Shares, other than pursuant to
the Special Dividends described in Item 4 of this Statement, were from such
persons' personal funds.
Item 4. Purpose of Transaction.
Item 4 is amended and restated in its entirety as follows:
On February 3, 1995, Valhi distributed a special dividend (the
"Special Divided") on its common stock of all of its approximately 48.1%
ownership of Tremont, consisting of 3,537,166 Shares. As a result of the
Special Dividend, Valhi ceased to be the direct beneficial owner of any Shares.
Certain of the other Reporting Persons and related entities received Shares as a
result of the Special Dividend, as set forth in Item 5 of this Statement.
Contran acquired 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.
As described under Item 2 of this Statement, Harold C. Simmons may be
deemed to control the Company.
The Reporting Persons understand that prior acquisitions of Shares by
persons named in Schedule B to this Statement were as a result of the Special
Dividend or were made for the purpose of each such person's personal investment.
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 and restated in its entirety as follows:
(a) NL is the direct beneficial owner of 36,167 Shares, or
approximately .5% of the 7,353,244 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 reported under Item 2 of
this Statement, each of the Reporting Persons may be deemed to share indirect
beneficial ownership of the Shares directly beneficially owned by NL. Harold C.
Simmons disclaims all such beneficial ownership.
Valmont is the direct beneficial owner of 30,490 Shares, or
approximately .4% of the Outstanding Shares according to information contained
in the Quarterly Report. By virtue of the relationships reported under Item 2
of this Statement, each of the Reporting Persons may be deemed to share indirect
beneficial ownership of the Shares directly beneficially owned by Valmont.
Harold C. Simmons disclaims all such beneficial ownership.
VGI is the direct beneficial owner of 2,611,300 Shares, or
approximately 35.5% of the Outstanding Shares according to the information
contained in the Quarterly Report. By virtue of the relationships reported
under Item 2 of this Statement, VGI may be deemed to be the beneficial owner of
2,677,957 Shares, or approximately 36.4% of the Outstanding Shares according to
information contained in the Quarterly Report. By virtue of the relationships
described under Item 2 of this Statement, National, NOA, Southwest, Dixie
Holding, Dixie Rice, Contran and Harold C. Simmons may be deemed to share
indirect beneficial ownership of the Shares directly owned by VGI. Mr. Simmons
disclaims all such beneficial ownership.
National is the direct beneficial owner of 350,360 Shares, or
approximately 4.8% of the Outstanding Shares according to information contained
in the Quarterly Report. By virtue of the relationships reported under Item 2
of this Statement, National may be deemed to be the beneficial owner of
3,028,317 Shares, or approximately 41.2% of the Outstanding Shares according to
information contained in the Quarterly Report. By virtue of the relationships
described under Item 2 of this Statement, NOA, Southwest, Contran and Harold C.
Simmons may be deemed to share indirect beneficial ownership of the Shares
directly owned by National. Mr. Simmons disclaims all such beneficial
ownership.
Contran is the direct beneficial owner of 218,873 Shares, or
approximately 3.0% 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 3,247,190
Shares, or approximately 44.2% 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 3,506 Shares, or
less than 0.1% of the Outstanding Shares according to information contained in
the Quarterly Report. By virtue of the relationships described under Item 2 of
this Statement the Master Trust may be deemed to be the beneficial owner of
70,163 Shares, or approximately 1.0% 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 Reporting Persons understand, based on ownership filings with the
Securities and Exchange Commission or upon information provided by the persons
listed on Schedule B to this Statement, that such persons may be deemed to
personally beneficially own Shares, as indicated on Schedule C to this
Statement.
(b) Each of NL, Valmont, VGI, National, Contran and the Master Trust
has the direct power to vote and direct the disposition of the Shares held by
it. By virtue of the relationships described in Item 2 of this Statement; each
of the Reporting Persons may be deemed to share the indirect power to vote and
direct the disposition of the Shares held by NL and Valmont; National, NOA,
Southwest, Dixie Holding, Dixie Rice, Contran and Harold Simmons may be deemed
to share the indirect power to vote and direct the disposition of the Shares
held by VGI; NOA, Southwest, Contran and Harold C. Simmons may be deemed to
share the indirect power to vote and direct the disposition of the Shares held
by National; and Harold C. Simmons may be deemed to share the indirect power to
vote and direct the disposition of the Shares held by Contran and the Master
Trust.
(c) As a result of the Special Dividend described in Item 4 of this
Statement, 2,611,300 Shares, 350,360 Shares, 189,573 Shares, 36,167 Shares,
30,490 Shares and 3,506 Shares were distributed by Valhi to VGI, National,
Contran, NL, Valmont and the Master Trust, respectively.
The table below sets forth 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
Date Amount of Shares commissions)
<S> <C> <C>
01/11/95 9,300 11.0625
01/11/95 300 11.0000
01/16/95 1,800 11.0000
01/17/95 200 11.0000
01/18/95 400 11.0000
01/19/95 17,300 11.0000
</TABLE>
(d) Contran, National, VGI, NL, Valmont and the Master Trust each has
the right to receive and the power to direct the receipt of dividends from, and
the proceeds from the sale of, the Shares held by it.
(e) Not applicable.
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: February 13, 1995
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: February 13, 1995
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
William C. Timm as Vice President - Finance of each of:
CONTRAN CORPORATION
DIXIE RICE AGRICULTURAL CORPORATION, INC.
DIXIE HOLDING COMPANY
NOA, INC.
NATIONAL CITY LINES, INC.
SOUTHWEST LOUISIANA LAND COMPANY, INC.
VALHI GROUP, INC.
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") and Valhi Group, Inc. ("VGI") 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
Eugene K. Anderson Vice President and Assistant Treasurer of Contran,
Dixie Holding, National, NOA, Valhi, Inc.
("Valhi"), VGI and Valmont Insurance Company
("Valmont").
F. Murlyn Broussard Treasurer of Southwest. 402 Canal Street, Houma,
Louisiana 70360.
William J. Lindquist Vice President and Tax Director of
Contran, Dixie Rice, Dixie Holding, National, NOA,
Southwest, VGI and Valhi.
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.
Glenn R. Simmons Vice Chairman of the Board and Director of
Contran, Dixie Holding, National, NOA, VGI and
Valhi; Director of Valmont, NL Industries, Inc.
("NL") and Tremont Corporation ("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 Holding,
National, NOA, VGI and Valhi; Chairman of the
Board, Chief Executive Officer and Director of
Dixie Rice and Southwest, Chairman of the Board
and Director of NL; Director of Tremont.
Robert W. Singer Vice President of Contran and Valhi; President
and Chief Operating Officer of Keystone.
Richard A. Smith Treasurer and Director of Dixie Rice. 600
Pasquiere Street, Gueydan, Louisiana 70542.
William C. Timm Vice President-Finance and Treasurer of Contran,
Dixie Holding, National, NOA, VGI and Valhi; Vice
President-Finance of Southwest, Vice President-
Finance and Director of Dixie Rice; Vice
President-Finance, Treasurer and Director of
Valmont.
Steven L. Watson Vice President and Secretary of Contran, Dixie
Rice, Dixie Holding, National, NOA, Southwest,
VGI, Valhi, and Valmont; Assistant Secretary of NL
and Tremont.
SCHEDULE C
Based upon ownership filings with the Securities and Exchange Commission or
upon information provided by the persons listed on Schedule B to this Statement,
such persons may be deemed to personally beneficially own Shares, as outlined
below:
<TABLE>
<CAPTION>
Share
Information
Shares
Name Held
<S> <C>
Eugene K. Anderson 3
F. Murlyn Broussard --
William J. Lindquist 146
Andrew McCollam, Jr. --
Harold M. Mire --
J. Thomas Montgomery, Jr. 1,695
Glenn R. Simmons(1) 6,604
Harold C. Simmons(2) 2,347
Robert W. Singer 2,883
Richard A. Smith --
William C. Timm 323
Steven L. Watson 2,474
</TABLE>
(1) The Reporting Persons understand the Shares indicated as held by Glenn
R. Simmons include 6,035 shares held by Mr. Simmons in a retirement
account, 514 shares held by Mr. Simmons' wife in a retirement account
and 55 shares held by Mr. Simmons' wife as custodian for their
daughter.
(2) The Reporting Persons understand the Shares indicated as held by
Harold C. Simmons include 2,347 shares held by Mr. Simmons' wife.
