SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
TREMONT CORPORATION
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
894745207
(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)
September 17, 1997
(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. [ ]
*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
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 2,427,957
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
2,427,957
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,427,957
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.3%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
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 (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 2,778,317
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
2,778,317
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,778,317
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.4%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
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 (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 2,778,317
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
2,778,317
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,778,317
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.4%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
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 (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 2,427,957
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
2,427,957
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,427,957
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.3%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
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 (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 2,427,957
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
2,427,957
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,427,957
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.3%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
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 (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 2,778,317
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
2,778,317
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,778,317
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.4%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
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 (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 3,014,688
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
3,014,688
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,014,688
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.9%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
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(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
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,271,941
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
3,271,941
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
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. 5
TO SCHEDULE 13D
This statement on Schedule 13D is hereby amended and restated in its
entirety as set forth below, except for Item 3, which is only amended
(collectively, this "Statement"). This Statement reflects the repurchases by
Tremont Corporation, a Delaware corporation (the "Company"), of the Company's
common stock, $1.00 par value per share (the "Shares"), which repurchases have
increased the percentage of outstanding Shares owned by the Reporting Persons
(as defined below), and certain other transactions.
Item 1. Security and Issuer.
This Statement relates to the Shares. The principal executive offices of
the Company are located at 1999 Broadway, Suite 4300, Denver, Colorado 80202.
Item 2. Identity and Background.
(a) This Statement is filed by (i) Valhi Group, Inc. ("VGI") and National
City Lines, Inc. ("National") as the direct holders of Shares, (ii) by virtue of
the direct and indirect ownership of securities of VGI and National (as
described below in this Statement), NOA, Inc. ("NOA"), Dixie Holding Company
("Dixie Holding"), Dixie Rice Agricultural Corporation, Inc. ("Dixie Rice"),
Southwest Louisiana Land Company, Inc. ("Southwest") and Contran Corporation
("Contran") and (iii) by virtue of his positions with Contran and certain of the
other entities (as described in 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.
VGI and National are the direct holders of approximately 34.4% and 5.1%,
respectively, of the 6,874,108 Shares outstanding as of July 31, 1997 according
to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1997 (the "Outstanding Shares"). Together, VGI and National may be deemed to
control the Company. 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 holder of
100% of the outstanding common stock of Dixie Holding and may be deemed to
control Dixie Holding. Contran is the direct 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.
Mr. Harold C. Simmons is chairman of the board, president and chief
executive officer of VGI, National, NOA, Dixie Holding and Contran. Mr. Simmons
is also chairman of the board and chief executive officer of Dixie Rice and
Southwest.
Substantially all of Contran's outstanding voting stock is held by two
trusts, the Harold C. Simmons Family Trust No. 1 dated January 1, 1964 and the
Harold C. Simmons Family Trust No. 2 dated January 1, 1964 (together, the
"Trusts"), established for the benefit of Mr. Simmons' children and
grandchildren, 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 such Shares.
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
such beneficial ownership of the Shares beneficially owned, directly or
indirectly, by any of such entities.
On March 13, 1997, VGI contributed 250,000 Shares (or approximately 3.6% of
the Outstanding Shares) to The Harold Simmons Foundation, Inc. (the
"Foundation"). 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.
Mr. Simmons, however, disclaims beneficial ownership of any Shares held by the
Foundation.
The Contran Deferred Compensation Trust No. 2 (the "CDCT No. 2") directly
holds approximately 3.4% of the Outstanding Shares. Contran contributed
103,967, 51,597 and 80,807 Shares to the CDCT No. 2 on November 15, 1995,
February 20, 1996 and March 31, 1997, respectively. Contran established the
CDCT No. 2 pursuant to an agreement (the "Trust Agreement"), dated as of October
1, 1995, between Contran and NationsBank of Texas, N.A., a national banking
association ("NationsBank"), as amended by Amendment One to the CDCT No. 2 dated
December 18, 1996. NationsBank serves as the trustee of the CDCT No. 2 (the
"Trustee"). The CDCT No. 2 was established in connection with the Amended
Deferred Compensation Agreement, dated as of October 1, 1995, between Contran
and Harold C. Simmons. Pursuant to the Trust Agreement, Contran retains the
right to vote the Shares held by the CDCT No. 2. NationsBank has no investment
discretion with respect to the assets held by the CDCT No. 2 and Contran
exercises all rights associated with such assets. Contran retains the right at
anytime, in its sole discretion, to substitute assets of equal fair market value
for any Shares held by the CDCT No. 2. As a result of the Trust Agreement,
Contran (i) retains the power to vote the Shares that Contran contributed to the
CDCT No. 2, (ii) retains dispositive power over such Shares and (iii) may be
deemed the indirect beneficial owner of such Shares. The foregoing summary of
the Trust Agreement is qualified in its entirety by reference to Exhibits 1 and
2 to this Statement, which are incorporated herein by this reference.
NL Industries, Inc. ("NL") and Valmont Insurance Company ("Valmont")
directly hold 36,167 Shares and 30,490 Shares, respectively. Valhi, Inc.
("Valhi") and the Company are the direct holders of approximately 55.7% and
17.7%, respectively, of the outstanding common stock of NL and together may be
deemed to control NL. VGI, National and Contran are the direct holders of
approximately 74.7%, 10.0%, and 7.4%, respectively, of the outstanding common
stock of Valhi. Together, VGI, National and Contran may be deemed to control
Valhi. Valhi is the direct holder of 100% of the outstanding common stock of
Valmont and may be deemed to control Valmont.
Valmont and NL directly own 1,000,000 shares and 1,186,200 shares,
respectively, of Valhi common stock. The Reporting Persons understand that the
shares of Valhi common stock owned by Valmont and NL are treated as treasury
stock by Valhi for voting purposes and for the purposes of this Statement are
not deemed outstanding.
Mr. Harold C. Simmons is chairman of the board and president of Valhi and
chairman of the board of NL.
Harold C. Simmons' spouse is the direct owner of 3,747 Shares. Mr. Simmons
may be deemed to share indirect beneficial ownership of such Shares. Mr.
Simmons disclaims all such beneficial ownership.
The Combined Master Retirement Trust (the "CMRT") directly holds
approximately 0.1% of the Outstanding Shares. The CMRT is a trust formed by
Valhi to permit the collective investment by trusts that maintain the assets of
certain employee benefit plans adopted by Valhi and related companies. Mr.
Simmons is sole trustee of the CMRT and sole 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. Mr. Simmons, however,
disclaims beneficial ownership of the Shares held by the CMRT, except to the
extent of his vested beneficial interest therein.
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 offices of VGI, National, NOA, Dixie Holding, Southwest,
Dixie Rice and Contran are located at, and the business address of Harold C.
Simmons is, Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas
75240-2697. 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) VGI does not engage in any business activity other than holding
Shares, shares of Valhi common stock and notes receivable. Valhi is engaged in
the chemicals, component products, waste management and other industries.
National holds notes receivable and is engaged directly or through
subsidiaries (other than VGI and its subsidiaries), in real estate, oil and gas
activities and the rental and sales of compressors and related products.
Dixie Holding does not engage in any business activity other than holding
common stock of VGI and preferred stock of Contran.
NOA holds investments in land, securities and notes receivable.
Dixie Rice is engaged in (other than through Dixie Holding and its
subsidiaries) land management, agriculture and oil and gas activities.
Southwest is engaged in (other than through NOA and its subsidiaries) land
management, agriculture and oil and gas activities.
Contran is a diversified holding company engaged through its subsidiaries
(other than through its subsidiaries as described above) in the production of,
among other things, titanium metals, steel fabricated wire products, industrial
wire and carbon steel rod.
(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 and National are Delaware corporations. VGI is
a Nevada corporation. NOA is a Texas corporation. Dixie Rice and Southwest are
Louisiana corporations. 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.
The Reporting Persons made no purchases or sales of Shares in prior 60
days.
The Reporting Persons understand that the funds required by the persons
named in Schedule B to this Statement to acquire Shares were from such persons'
personal funds.
Item 4. Purpose of Transaction.
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 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 purchases of Shares by persons
named in Schedule B to this Statement (other than Harold C. Simmons) were made
for the purpose of each such person's personal investment.
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.
(a) VGI, National, the Foundation, the CDCT No. 2, NL, Valmont, Harold C.
Simmons' spouse and the CMRT are the direct beneficial owners of 2,361,300,
350,360, 250,000, 236,371, 36,167, 30,490, 3,747 and 3,506 of the Shares,
respectively.
By virtue of the relationships described under Item 2 of this Statement:
(1) VGI, Dixie Holding and Dixie Rice may each be deemed to be the
beneficial owner of the 2,427,957 Shares (approximately 35.3% of the
Outstanding Shares) directly held by VGI, NL and Valmont;
(2) National, NOA and Southwest may each be deemed to be the
beneficial owner of the 2,778,317 Shares (approximately 40.4% of the
Outstanding Shares) directly held by VGI, National, NL and Valmont;
(3) Contran may be deemed to be the beneficial owner of the 3,014,688
Shares (approximately 43.9% of the Outstanding Shares) directly held by
VGI, National, the CDCT No. 2, NL and Valmont; and
(4) Harold C. Simmons may be deemed to be the beneficial owner of the
3,271,941 Shares (approximately 47.6% of the Outstanding Shares) directly
held by VGI, National, the Foundation, the CDCT No. 2, NL, Valmont, Mr.
Simmons' spouse and the CMRT.
Except to the extent of his vested beneficial interest in Shares directly held
by the CMRT, Mr. Simmons disclaims beneficial ownership of all Shares.
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 personally beneficially own the Shares as indicated on
Schedule C to this Statement.
(b) By virtue of the relationships described in Item 2:
(1) VGI, Dixie Holding and Dixie Rice may each be deemed to share the
power to vote and direct the disposition of the Shares directly held by
VGI, NL and Valmont;
(1) National, NOA and Southwest may each be deemed to share the power
to vote and direct the disposition of the Shares directly held by VGI,
National, NL and Valmont;
(4) Contran may be deemed to share the power to vote and direct the
disposition of the Shares directly held by VGI, National, the CDCT No. 2,
NL and Valmont; and
(5) Harold C. Simmons may be deemed to share the power to vote and
direct the disposition of the Shares directly held by VGI, National, the
Foundation, the CDCT No. 2, NL, Valmont, Mr. Simmons' spouse and the CMRT.
(c) None.
(d) Each of VGI, National, the Foundation, the CDCT No. 2, NL, Valmont,
Mr. Simmons' spouse and the CMRT has the right to receive and the power to
direct the receipt of dividends from, and proceeds from the sale of, the Shares
directly held by such entity or person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
VGI, National and Contran are parties to a $40 million credit facility
dated as of November 8, 1996 with United States National Bank of Oregon and
Societe Generale, Southwest Agency (the "U.S. Bank/SoGen Facility"). Borrowings
under the U.S. Bank/SoGen Facility bear interest at the rate announced publicly
from time to time by each bank as its prime rate or at a rate of 1.75% over
LIBOR, are due November 7, 1997 or such extended maturity date as may be
mutually agreed to, and are collateralized by certain Shares and shares of Valhi
common stock. As of August 31, 1997, no money had been borrowed under the U.S.
Bank/SoGen Facility and VGI and National had pledged 1,942,107 Shares and
350,360 Shares, respectively, under the U.S. Bank/SoGen Facility. The foregoing
summary of the U.S. Bank/SoGen Facility is qualified in its entirety by
reference to Exhibit 3 to this Statement, which is incorporated herein by this
reference.
Other than as set forth above, none of the Reporting Persons or, to the
best knowledge of such persons, any person named in Schedule B to this Statement
has any contract, arrangement, understanding or relationship (legal or
otherwise) with any person with respect to securities of the Company, including,
but not limited to, transfer or voting of any such securities, finder's fees,
joint ventures, loans or option arrangements, puts or calls, guarantees of
profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Contran Deferred Compensation Trust No. 2, dated as of October 1,
1995, between Contran Corporation and NationsBank of Texas, N.A.
(incorporated by reference to Exhibit 1 to Amendment No. 43 to
the Schedule 13D filed on November 6, 1995 with the Commission by
NL Industries, Inc., the Combined Master Retirement Trust and
Contran Corporation with respect to common stock of Keystone
Consolidated Industries, Inc.).
Exhibit 2 Amendment One to the Contran Deferred Compensation Trust No. 2,
dated as of December 18, 1996, between Contran Corporation and
NationsBank of Texas, N.A. (incorporated by reference to Exhibit
14 to Amendment No. 59 to the Schedule 13D filed on April 2, 1997
with the Commission by Valhi Group, Inc., National City Lines,
Inc., NOA, Inc., Dixie Holding Company, Dixie Rice Agricultural
Corporation, Inc., Southwest Louisiana Land Company, Inc.,
Contran Corporation and Harold C. Simmons with respect to the
common stock of Valhi, Inc. and referred to herein as the "Valhi
Schedule 13D").
Exhibit 3 Loan Agreement, dated as of November 8, 1996, among Valhi Group,
Inc., National City Lines, Inc., Contran Corporation, United
States National Bank of Oregon and Societe Generale, Southwest
Agency(incorporated by reference to Exhibit 10 to Amendment No.
59 to the Valhi Schedule 13D).
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: September 12, 1997
/s/ Harold C. Simmons
--------------------------------
Harold C. Simmons
Signing in his individual capacity only.
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: September 17, 1997
/s/ Steven L. Watson
--------------------------------
Steven L. Watson
Signing in the capacities listed on Schedule
"A" attached hereto and incorporated herein by
reference.
SCHEDULE A
Steven L. Watson, as Vice President of each of:
CONTRAN CORPORATION
DIXIE RICE AGRICULTURAL CORPORATION, INC.
DIXIE HOLDING COMPANY
NATIONAL CITY LINES, INC.
NOA, INC.
VALHI GROUP, INC.
SOUTHWEST LOUISIANA LAND COMPANY, 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"), 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 of Contran, Dixie
Holding, NOA, National, Valhi, Inc.
("Valhi") and VGI
F. Murlyn Broussard (1) Treasurer of Southwest.
J. Mark Hollingsworth General Counsel of Contran, Dixie
Holding, Dixie Rice, NOA, National,
Southwest and Valhi.
William J. Lindquist Vice President and Tax Director of
Contran, Dixie Holding, Dixie Rice,
NOA, National, Southwest, VGI and
Valhi.
Andrew McCollam, Jr. (1) Director of Dixie Rice; President and
Director of Southwest; Private
Investor.
Harold M. Mire (2) President of Dixie Rice; Vice President
and General Manager of Southwest.
Bobby D. O'Brien Vice President and Treasurer of
Contran, Dixie Holding, NOA, National,
VGI and Valhi; Vice President of Dixie
Rice and Southwest.
Glenn R. Simmons Vice Chairman of the Board and Director
of Contran, Dixie Holding, NOA,
National, VGI and Valhi; Director of NL
and Tremont; Director and Executive
Vice President of Southwest and Dixie
Rice; Director and Chairman of the
Board of Keystone Consolidated
Industries, Inc. ("Keystone") (steel
fabricated wire products, industrial
wire and carbon steel rod
manufacturer).
Harold C. Simmons Chairman of the Board, Chief Executive
Officer, Director and President of
Contran, Dixie Holding, NOA, National,
VGI and Valhi; Chairman of the Board,
Chief Executive Officer and Director of
Dixie Rice and Southwest; Director and
Chairman of the Board of NL; Director
of Tremont.
Robert W. Singer Vice President of Contran and Valhi;
President and Chief Executive Officer
of Keystone
Richard A. Smith (2) Director and Treasurer of Dixie Rice.
Gregory M. Swalwell Controller of Contran, Dixie Holding,
NOA, National, Southwest, VGI and
Valhi.
Steven L. Watson Vice President and Secretary of
Contran, Dixie Holding, Dixie Rice,
NOA, National, Southwest, VGI and
Valhi.
- ----------
(1) The principal business address for this person is 402 Canal Street, Houma,
Louisiana 70360.
(2) The principal business address for this person is 600 Pasquiere Street,
Gueydan, Louisiana 70542-0010.
SCHEDULE C
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 personally beneficially own Shares, as outlined below:
<TABLE>
<CAPTION>
Name Shares Held
- ----------------------------------------------- ----------------
<S> <C>
Eugene K. Anderson -0-
F. Murlyn Broussard -0-
J. Mark Hollingsworth -0-
William J. Lindquist -0-
Andrew McCollam, Jr. -0-
Harold M. Mire -0-
Bobby D. O'Brien -0-
Glenn R. Simmons (1) 534
Harold C. Simmons (2) (2)
Robert W. Singer (3) 1
Richard A. Smith -0-
Gregory M. Swalwell -0-
Steven L. Watson 7,474
</TABLE>
- ----------
<F1>
(1) The Reporting Persons understand the Shares indicated as held by Glenn R.
Simmons include 534 Shares held in his individual retirement account.
<F2>
(2) Mr. Simmons may be deemed to possess indirect beneficial ownership of
certain Shares as described in Item 5(a) of this Statement. Except to the
extent of his vested beneficial interest in Shares directly held by the
CMRT, Mr. Simmons disclaims beneficial ownership of all Shares.
<F3>
(3) The Reporting Persons understand that the Shares indicated as held by
Robert W. Singer comprise one Share held in his individual retirement
account.
EXHIBIT INDEX
Exhibit 1 Contran Deferred Compensation Trust No. 2, dated as of October 1,
1995, between Contran Corporation and NationsBank of Texas, N.A.
(incorporated by reference to Exhibit 1 to Amendment No. 43 to
the Schedule 13D filed on November 6, 1995 with the Commission by
NL Industries, Inc., the Combined Master Retirement Trust and
Contran Corporation with respect to common stock of Keystone
Consolidated Industries, Inc.).
Exhibit 2 Amendment One to the Contran Deferred Compensation Trust No. 2,
dated as of December 18, 1996, between Contran Corporation and
NationsBank of Texas, N.A. (incorporated by reference to Exhibit
14 to Amendment No. 59 to the Schedule 13D filed on April 2, 1997
with the Commission by Valhi Group, Inc., National City Lines,
Inc., NOA, Inc., Dixie Holding Company, Dixie Rice Agricultural
Corporation, Inc., Southwest Louisiana Land Company, Inc.,
Contran Corporation and Harold C. Simmons with respect to the
common stock of Valhi, Inc. and referred to herein as the "Valhi
Schedule 13D").
Exhibit 3 Loan Agreement, dated as of November 8, 1996, among Valhi Group,
Inc., National City Lines, Inc., Contran Corporation, United
States National Bank of Oregon and Societe Generale, Southwest
Agency (incorporated by reference to Exhibit 10 to Amendment No.
59 to the Valhi Schedule 13D).
