SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
TITANIUM METALS CORPORATION
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
888 339 10 8
(CUSIP Number)
*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).
CUSIP No. 888 339 10 8
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Tremont Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 11,033,075
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
11,033,075
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11,033,075
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
35.1%
12 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 888 339 10 8
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Valhi Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 11,033,075
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
11,033,075
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11,033,075
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
35.1%
12 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 888 339 10 8
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
National City Lines, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 11,033,075
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
11,033,075
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11,033,075
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
35.1%
12 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 888 339 10 8
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Dixie Holding Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 11,033,075
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
11,033,075
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11,033,075
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
35.1%
12 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 888 339 10 8
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
NOA, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 11,033,075
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
11,033,075
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11,033,075
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
35.1%
12 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 888 339 10 8
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Dixie Rice Agricultural Corporation, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 11,033,075
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
11,033,075
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11,033,075
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
35.1%
12 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 888 339 10 8
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Southwest Louisiana Land Company, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 11,033,075
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
11,033,075
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11,033,075
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
35.1%
12 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 888 339 10 8
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Contran Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 11,033,075
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
11,033,075
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11,033,075
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
35.1%
12 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 888 339 10 8
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Harold C. Simmons
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 11,033,075
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
11,033,075
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ X ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
-0-
12 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
IN
SCHEDULE 13G
This statement on Schedule 13G (this "Statement") relates to shares of the
common stock, par value $0.01 per share (the "Common Stock"), of Titanium
Metals Corporation, a Delaware corporation (the "Company").
ITEM 1(a) NAME OF ISSUER:
Titanium Metals Corporation
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1999 Broadway, Suite 4300, Denver, Colorado 80202
ITEM 2(a) NAME OF PERSON FILING:
This Statement is filed by (collectively, the "Reporting Persons"):
(i) Tremont Corporation ("Tremont") as the direct beneficial
owner of Common Stock;
(ii) by virtue of their respective direct and indirect holdings
of securities of Tremont, Valhi Group, Inc. ("VGI"); National City
Lines, Inc. ("National"); Dixie Holding Company ("Dixie Holding");
NOA, Inc. ("NOA"); 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 such entities and certain
other entities, Harold C. Simmons.
Tremont is the direct holder of approximately 30.3% of the
outstanding Common Stock according to information contained in the
Company's Registration Statement on Form S-1, Registration No. 333-18829,
initially filed December 26, 1996 (the "Registration Statement").
Tremont also holds an option to purchase from IMI Americas, Inc. ("IMI
Americas") 1,508,075 shares of Common Stock (the "Tremont Option"). In
accordance with rules promulgated by the Securities and Exchange
Commission under the Securities and Exchange Act of 1934, as amended,
Tremont may be deemed the beneficial owner of the shares of Common Stock
subject to the Tremont Option and, as a result, directly hold in the
aggregate approximately 35.1% of the outstanding Common Stock according to
information contained in the Registration Statement.
VGI, National, Contran, NL Industries, Inc. ("NL") and Valmont
Insurance Company ("Valmont") are the holders of approximately 35.2%,
4.7%, 3.2%, 0.5% and 0.4%, respectively, of the outstanding Tremont common
stock. Together, VGI, National and Contran may be deemed to control
Tremont. Valhi, Inc. ("Valhi") and Tremont are the direct holders of
approximately 55.6% and 17.7%, respectively, of the outstanding common
stock of NL and together may be deemed to control NL. Valhi is also the
holder of 100% of the outstanding stock of Valmont and may be deemed
to control Valmont.
VGI, National and Contran are the holders of approximately 75.0%,
10.1% and 6.4%, respectively, of the outstanding common stock of Valhi.
Together, VGI, National and Contran 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.
Together, National, NOA and Dixie Holding 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.
Mr. Harold C. Simmons is Chairman of the Board, President and Chief
Executive Officer of Valhi, VGI, National, NOA, Dixie Holding and Contran.
Mr. Simmons is also Chairman of the Board and Chief Executive Officer of
Dixie Rice and Southwest. Additionally, Mr. Simmons is Chairman of the
Board of NL and a Director of Tremont.
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 the Trusts, Mr. Simmons has the power to vote and direct the disposition
of the shares of Contran stock held by the Trusts. Mr. Simmons, however,
disclaims beneficial ownership of such shares.
The Combined Master Retirement Trust (the "CMRT") holds less than 1.0%
of the outstanding shares of Tremont and Valhi common stock, respectively.
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 of Tremont and Valhi common stock held by the CMRT,
except to the extent of his vested beneficial interest therein.
The Tremont and Valhi shares held by Contran include 2.1% of the
outstanding Tremont common stock and 0.2% of the outstanding Valhi common
stock directly held by the Contran Deferred Compensation Trust No. 2 (the
"CDCT No. 2"). The CDCT No. 2 is a trust established by Contran as an
irrevocable "rabbi trust" to assist Contran in meeting certain deferred
compensation obligations that Contran owes Harold C. Simmons. Contran
retains the power to vote shares held by the CDCT No. 2 and shares
dispositive power over such shares with the trustee of the CDCT No. 2.
By virtue of the holding of such offices, the stock ownership and his
service as trustee, all as described above, (a) Mr. Simmons and certain of
such entities may be deemed to control the Company and Tremont and (b) Mr.
Simmons and certain of such entities may be deemed to possess indirect
beneficial ownership of the shares of Common Stock directly held by Tremont
or subject to the Tremont Option. Mr. Simmons, however, disclaims such
beneficial ownership of the shares of Common Stock beneficially owned,
directly or indirectly, by any of such entities.
The Reporting Persons understand that Valmont and NL hold 1,000,000
shares and 1,186,200 shares, respectively, of Valhi common stock. The
Reporting Persons further understand that the shares of Valhi common stock
that Valmont and NL own are treated by Valhi as treasury stock for voting
purposes and are not deemed outstanding for the purposes of this Statement.
The Company, Tremont, Union Titanium Sponge Corporation ("UTSC") and
the stockholders of UTSC are parties to an agreement dated May 30, 1990, as
amended (the "Investors' Agreement"), that regulates certain aspects of the
governance of the Company. The Investors' Agreement provides, among other
things, that so long as UTSC and its stockholders hold at least 10% of the
Company's outstanding Common Stock (computed as provided in the Investors'
Agreement), the Company and Tremont shall cause the board of directors of
the Company to be composed of seven members and one individual designated
by UTSC to be elected to serve as a director of the Company. For purposes
of the Investors' Agreement, the number of outstanding shares of Common
Stock excludes certain outstanding shares. In addition, the Investors'
Agreement provides certain limitations on the right of UTSC to transfer its
shares of Common Stock and a right of first refusal, under certain
circumstances, in favor of Tremont on a proposed transfer of UTSC's Common
Stock. The Investors' Agreement terminates in the event UTSC and its
stockholders or their affiliates, as a group, hold less than 5% of the
outstanding Common Stock (computed as provided in the Investors'
Agreement). As of December 31, 1996, the Reporting Persons understand UTSC
held 3,150,000 shares of Common Stock (approximately 10.0% of the actually
outstanding Common Stock) and also held the right to purchase from IMI
Americas 503,230 shares of Common Stock (the "UTSC Option").
The Company, Tremont, IMI plc and two of its affiliates, IMI Kynoch
Ltd. and IMI Americas, are parties to an agreement dated February 15, 1996,
as amended (the "Shareholders' Agreement"), that also regulates certain
matters relating to the governance of the Company. The Shareholders'
Agreement generally provides that each party shall vote its Common Stock in
favor of four nominees of Tremont for the Company's board of directors so
long as Tremont holds at least 30% of the outstanding Common Stock. The
Shareholders' Agreement also provides for certain limitations on the rights
of Tremont and IMI Americas to transfer their shares of Common Stock. The
Shareholders' Agreement terminates in the event no party to the
Shareholders' Agreement holds 5% of the outstanding Common Stock. As of
December 31, 1996, the Reporting Persons understand IMI Americas held
2,011,305 shares of Common Stock, 1,508,075 shares of which are subject to
the Tremont Option and 503,230 of which are subject to the UTSC Option. If
not exercised on or prior to February 11, 1999, the UTSC Option will revert
to Tremont until expiration of the UTSC Option on February 15, 1999.
In view of the Investors' Agreement, UTSC and the Reporting Persons may
be deemed to be a group. In view of the agreements set forth in the
Shareholders' Agreement, IMI Americas, IMI plc and the Reporting Persons
may be deemed to be a group. The Reporting Persons disclaim that any or
all of them are acting with either IMI plc or UTSC as a group and further
disclaim beneficial ownership of all shares of Common Stock held by UTSC
and IMI Americas, except to the extent of Tremont's right to acquire shares
of Common Stock pursuant to the Tremont Option.
Unless indicated otherwise, all of the stock ownership amounts and
stock ownership percentages appearing in this Item 2(a) are as of December
31, 1996.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The principal executive offices of Tremont are located at 1999
Broadway, Suite 4300, Denver, Colorado 80202.
The principal executive offices of VGI, National, Dixie Holding, NOA,
Dixie Rice, Southwest, Contran and Harold C. Simmons are located at Three
Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697.
ITEM 2(c) CITIZENSHIP:
See Item 4 of Cover Pages.
ITEM 2(d) TITLE AND CLASS OF SECURITIES:
Common Stock
ITEM 2(e) CUSIP NUMBER:
888 339 10 8
ITEM 3 INFORMATION IF STATEMENT IS FILED PURSUANT TO RULES 13d-1(b)
OR 13D-2(b):
Not Applicable.
ITEM 4(a) AMOUNT OWNED AS OF DECEMBER 31, 1996:
See Item 9 of Cover Pages.
ITEM 4(b) PERCENT OF CLASS:
See Item 11 of Cover Pages.
ITEM 4(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or to direct the vote:
See Item 5 of Cover Pages.
(ii) Shared power to vote or to direct the vote:
See Item 6 of Cover Pages.
(iii) Sole power to dispose or to direct the disposition of:
See Item 7 of Cover Pages.
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 of Cover Pages.
ITEM 5 OWNERSHIP OF 5% OR LESS OF CLASS:
Not Applicable.
ITEM 6 OWNERSHIP OF MORE THAN 5% ON BEHALF OF ANOTHER PERSON:
Not Applicable.
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF SUBSIDIARY WHICH ACQUIRED THE
SECURITIES BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not Applicable.
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable.
ITEM 9 NOTICE OF DISSOLUTION OF GROUP:
Not Applicable.
ITEM 10 CERTIFICATION:
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: January 30, 1997
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: January 30, 1997
By: /s/ J. Landis Martin
--------------------
J. Landis Martin
Signing in the capacity listed on Schedule
A attached hereto and incorporated herein
by reference.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: January 30, 1997
By: /s/ Steven L. Watson
---------------------
Steven L. Watson
Signing in the capacities listed on
Schedule A attached hereto and incorporated
herein by reference.
SCHEDULE A
1. Harold C. Simmons, INDIVIDUALLY.
2. Steven L. Watson as Vice President and Secretary of each of:
CONTRAN CORPORATION
SOUTHWEST LOUISIANA LAND COMPANY, INC.
DIXIE RICE AGRICULTURAL CORPORATION, INC.
NOA, INC.
DIXIE HOLDING COMPANY
NATIONAL CITY LINES, INC.
VALHI GROUP, INC.
3. J. Landis Martin, as Chairman of the Board, Chief Executive Officer and
President of:
Tremont Corporation
