SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 62)*
VALHI, INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
918905100
(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)
June 19, 1998
(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. 918905100
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)
WC
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 93,739,554
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
93,739,554
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
93,739,554
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.9%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 918905100
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)
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 104,630,563
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
104,630,563
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
104,630,563
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
91.5%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 918905100
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 104,630,563
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
104,630,563
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
104,630,563
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
91.5%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 918905100
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 93,739,554
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
93,739,554
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
93,739,554
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.9%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 918905100
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 93,739,554
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
93,739,554
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
93,739,554
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.9%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 918905100
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 104,630,563
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
104,630,563
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
104,630,563
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
91.5%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 918905100
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 105,428,563
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
105,428,563
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
105,428,563
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
92.2%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 918905100
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 106,223,946
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
106,223,946
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,383
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. 62
TO SCHEDULE 13D
This amended statement on Schedule 13D (collectively, this "Statement")
relates to the common stock, $0.01 par value per share (the "Shares"), of Valhi,
Inc., a Delaware corporation (the "Company"). Items 2, 3, 4, 5, 6 and 7 of this
Statement are hereby amended as set forth below.
Item 2. Identity and Background
No change except for the addition of the following:
(a) This Statement is filed by (i) Valhi Group, Inc. ("VGI"), National
City Lines, Inc. ("National") and Contran Corporation ("Contran") 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") and Southwest Louisiana Land Company, Inc.
("Southwest") and (iii) by virtue of his positions with Contran and certain of
the other entities (as reported 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.
VGI, National and Contran are the direct holders of approximately 81.9%,
9.5% and 0.5%, respectively, of the 114,400,214 Shares outstanding as of June
25, 1998 according to information furnished by the Company (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 holder of approximately 88.8% and 63.3% 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
established for the benefit of certain of Mr. Simmons' children and
grandchildren (the "Trusts"), of which Mr. Simmons is the sole trustee. As the
sole trustee 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.
The Contran Deferred Compensation Trust No. 2 (the "CDCT No. 2") directly
holds approximately 0.2% of the Outstanding Shares. Boston Safe Deposit and
Trust Company serves as the trustee of the CDCT No. 2. Contran established the
CDCT No. 2 as an irrevocable "rabbi trust" to assist Contran in meeting certain
deferred compensation obligations that it owes to Harold C. Simmons. If the
CDCT No. 2 assets are insufficient to satisfy such obligations, Contran is
obligated to satisfy the balance of such obligations as they come due. Due to
the terms of the CDCT No. 2, Contran (i) retains the power to vote the Shares
held directly by the CDCT No. 2, (ii) retains dispositive power over such shares
and (iii) may be deemed the indirect beneficial owner of such shares.
The Combined Master Retirement Trust (the "CMRT") directly holds
approximately 0.1% of the Outstanding Shares. The CMRT is a trust formed by the
Company to permit the collective investment by trusts that maintain the assets
of certain employee benefit plans adopted by the Company and related companies.
Mr. Simmons is the sole trustee of the CMRT and the 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. 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.
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 such entities and (b) Mr. Simmons and certain of such entities may be
deemed to possess indirect beneficial ownership of the 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, except to the extent of his vested beneficial interest in the
Shares held by the CMRT and his interest as a beneficiary of the CDCT No. 2.
The Harold Simmons Foundation, Inc. (the "Foundation") directly holds
approximately 0.5% of the Outstanding Shares. 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.
Harold C. Simmons' spouse is the direct beneficial owner of 77,000 Shares,
or approximately 0.1% of the Outstanding Shares. Mr. Simmons may be deemed to
share indirect beneficial ownership of such Shares. Mr. Simmons disclaims all
such beneficial ownership.
The Reporting Persons understand that NL Industries, Inc. ("NL") and
Valmont Insurance Company ("Valmont") directly held 1,186,200 Shares and
1,000,000 Shares, respectively. The Reporting Persons further understand that,
pursuant to Delaware law, the Company treats the Shares that Valmont and NL hold
directly as treasury stock for voting purposes. For the purposes of this
Statement, the Shares that Valmont and NL hold directly are not deemed
outstanding.
The Company and Tremont Corporation ("Tremont") are the direct holders of
approximately 58.1% and 17.7%, respectively, of the outstanding common stock of
NL and together may be deemed to control NL. The Company, the Foundation, NL
and Valmont are the direct holders of approximately 48.3%, 3.9%, 0.6% and 0.5%,
respectively, of the outstanding common stock of Tremont. The Company may be
deemed to control Tremont. The Company is the holder of 100% of the outstanding
common stock of Valmont and may be deemed to control Valmont. Mr. Harold C.
Simmons is chairman of the board of NL and is a director of Tremont.
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 VGI to acquire the Shares reported in
Item 5(c) was $78,933,182.42 (including commissions). Of such funds, (i)
$78,845,864.92 was provided by VGI's cancellation of the same amount of
principal and accrued interest that Contran owed VGI and (ii) $87,317.50
(including commissions) was provided by Contran's cash on hand.
Item 4. Purpose of Transaction
No change except for the addition of the following:
VGI and Contran purchased the Shares reported in Item 5(c) of this
Amendment for investment purposes.
By virtue of the relationships and positions held by Harold C. Simmons as
reported in Item 2, Mr. Simmons, directly and indirectly through Contran, may be
deemed to control 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 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.
On June 19, 1998, Contran sold 8,095,058 Shares to VGI at a price of $9.74
per share (the "Sale") pursuant to the terms of a Stock Purchase Agreement dated
June 19, 1998 between Contran and VGI (the "Stock Purchase Agreement"). The
description of the Stock Purchase Agreement is qualified in its entirety by
reference to the Stock Purchase Agreement attached hereto as Exhibit 4, which is
incorporated into this Statement by reference.
The Sale was effected concurrently with the sale (the "Tremont Stock Sale")
by VGI, National and Contran of 2,361,300 shares, 350,360 shares and 236,371
shares, respectively, of Tremont common stock to the Company at a purchase price
of $56 per share.
Contran used approximately $106.6 million of the proceeds of the Tremont
Stock Sale and funds advanced from VGI to repay fully Contran's outstanding
balance of principal and accrued interest owed to the Company under a $120
million revolving credit agreement entered into on February 6, 1998 between the
Company, as lender, and Contran, as borrower (the "Credit Agreement"). The
Company and Contran canceled the Credit Agreement as of June 19, 1998.
Approximately $78.8 million proceeds of the Sale were used to reduce the
outstanding balance of principal and accrued interest that Contran owed to VGI,
including the amount VGI had advanced to Contran in conjunction with the Tremont
Stock Sale.
Item 5. Interest in Securities of the Issuer.
No change except for the addition of the following:
(a) VGI, National, Contran, the Foundation, the CDCT No. 2, the CMRT, Mr.
Simmons' spouse and Mr. Simmons are the direct beneficial owners of 93,739,554,
10,891,009, 608,600, 600,000, 189,400, 115,000, 77,000, 3,383 of the Shares,
respectively.
By virtue of the relationships described under Item 2 of this Statement:
(1) Dixie Holding and Dixie Rice may each be deemed to be the
beneficial owner of the 93,739,554 Shares (approximately 81.9% of the
Outstanding Shares) directly held by VGI;
(2) National, NOA and Southwest each may be deemed to be the
beneficial owner of the 104,630,563 Shares (approximately 91.5% of the
Outstanding Shares) directly held by VGI and National;
(3) Contran may be deemed to be the beneficial owner of the
105,428,563 Shares (approximately 92.2% of the Outstanding Shares) directly
held by VGI, National, Contran and the CDCT No. 2; and
(4) Harold C. Simmons may be deemed to be the beneficial owner of the
106,223,946 Shares (approximately 92.9% of the Outstanding Shares) directly
held by VGI, National, Contran, the Foundation, the CDCT No. 2, the CMRT,
Mr. Simmons' spouse and himself.
Except for the 3,383 Shares that he holds directly and to the extent of his
vested beneficial interest in Shares directly held by the CMRT and his interest
as a beneficiary of the CDCT No. 2, Mr. Simmons disclaims beneficial ownership
of all Shares.
(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;
(2) 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 and
National;
(3) Contran may be deemed to share the power to vote and direct the
disposition of the Shares directly held by VGI, National, Contran and the
CDCT No. 2; and
(4) Harold C. Simmons may be deemed to share the power to vote and
direct the disposition of the Shares directly held by VGI, National,
Contran, the Foundation, the CDCT No. 2, the CMRT, Mr. Simmons' spouse and
himself.
(c) On June 19, 1998, VGI purchased from Contran 8,095,058 Shares in the
Sale for $9.74 per share in a privately negotiated transaction. On June 26,
1998, Contran purchased on the New York Stock Exchange the following Shares for
the following prices:
Approximate Price
Per Share ($)
Number of (exclusive of
Date Shares commissions)
- --------------- --------------- -------------------
06/26/98 1,500 $10.000
06/26/98 7,100 $10.125
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
No change except for the addition of the following:
As discussed under Item 4, on June 19, 1998 Contran and VGI entered into
the Stock Purchase Agreement whereby Contran sold 8,095,058 Shares to VGI at a
price of $9.74 per share. The description of the Stock Purchase Agreement is
qualified in its entirety by reference to the Stock Purchase Agreement attached
hereto as Exhibit 4, which is incorporated into this Statement by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended and restated as follows:
Exhibit 1 Loan and Pledge Agreement, dated as of August 18, 1986,
between Dixie Rice Agricultural Corporation, Inc. and Southern
Methodist University (incorporated by reference to Exhibit 11 to
Amendment No. 59 to this Statement).
Exhibit 2 Collateral Agreement, dated as of December 29, 1988, between
Dixie Rice Agricultural Corporation, Inc. and Contran Corporation
(incorporated by reference to Exhibit 12 to Amendment No. 59 to
this Statement).
Exhibit 3 Contran Deferred Compensation Trust No. 2 (Amended and
Restated), dated as of January 2, 1998, between Contran
Corporation and Boston Safe Deposit and Trust Company
(incorporated by reference to Exhibit 1 to Amendment No. 7 to the
Schedule 13D filed on February 3, 1998 with the Securities and
Exchange 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 Tremont Corporation).
Exhibit 4* Stock Purchase Agreement, dated June 19, 1998, between Contran
Corporation and Valhi Group, Inc.
- ----------
* Filed herewith.
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: June 29, 1998
By: /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: June 29, 1998
/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.
EXHIBIT INDEX
Exhibit 1 Loan and Pledge Agreement, dated as of August 18, 1986,
between Dixie Rice Agricultural Corporation, Inc. and Southern
Methodist University (incorporated by reference to Exhibit 11 to
Amendment No. 59 to this Statement).
Exhibit 2 Collateral Agreement, dated as of December 29, 1988, between
Dixie Rice Agricultural Corporation, Inc. and Contran Corporation
(incorporated by reference to Exhibit 12 to Amendment No. 59 to
this Statement).
Exhibit 3 Contran Deferred Compensation Trust No. 2 (Amended and
Restated), dated as of January 2, 1998, between Contran
Corporation and Boston Safe Deposit and Trust Company
(incorporated by reference to Exhibit 1 to Amendment No. 7 to the
Schedule 13D filed on February 3, 1998 with the Securities and
Exchange 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 Tremont Corporation).
Exhibit 4* Stock Purchase Agreement, dated June 19, 1998, between Contran
Corporation and Valhi Group, Inc.
- ----------
* Filed herewith.
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is made and entered into as
of the 19th day of June, 1998, between Contran Corporation, a Delaware
corporation ("Seller"), and Valhi Group, Inc., a Nevada corporation
("Purchaser").
Recitals
A. Contran wishes to sell 8,095,058 shares (the "Shares") of the common
stock, $0.01 par value per share, of Valhi, a Delaware corporation ("Valhi"), to
the Purchaser, and the Purchaser wishes to purchase the Shares, on the terms and
subject to the conditions of this Agreement (the "Transaction").
Agreement
The parties agree as follows:
ARTICLE I.
THE TRANSACTION
Section 1.1. Purchase and Sale of Shares. Against payment of the purchase
price therefor as specified in Section 1.2, Contran hereby sells, transfers,
assigns and delivers to the Purchaser the Shares. Certificates representing the
Shares are hereby delivered accompanied by stock powers duly endorsed in blank.
Section 1.2. Purchase Price and Payment. The Purchaser hereby purchases
all of the Shares for a purchase price of $9.74 per Share, payment for which is
hereby made by means of as a transfer of $78,845,864.92 in the manner specified
by Contran.
ARTICLE II.
REPRESENTATIONS AND WARRANTIES OF THE SELLER
Seller hereby represents and warrants to the Purchaser as of the date of
this Agreement as follows:
Section 2.1. Authority. It is a corporation validly existing and in good
standing under the laws of the state of its incorporation. It has full
corporate power and authority, without the consent or approval of any other
person, to execute and deliver this Agreement and to consummate the Transaction.
All corporate action required to be taken by or on behalf of it to authorize the
execution, delivery and performance of this Agreement has been duly and properly
taken.
Section 2.2. Validity. This Agreement is duly executed and delivered by
it and constitutes its lawful, valid and binding obligation, enforceable in
accordance with its terms. The execution and delivery of this Agreement and the
consummation of the Transaction by it are not prohibited by, do not violate or
conflict with any provision of, and do not result in a default under (a) its
charter or bylaws; (b) any material contract, agreement or other instrument to
which it is a party or by which it is bound; (c) any order, writ, injunction,
decree or judgment of any court or governmental agency applicable to it; or (d)
any law, rule or regulation applicable to it, except in each case for such
prohibitions, violations, conflicts or defaults that would not have a material
adverse consequence to the Transaction.
Section 2.3. Ownership of Shares. It is the record and beneficial owner
of the Shares and upon consummation of the transactions contemplated by this
Agreement, the Purchaser will acquire good and marketable title to the Shares,
free and clear of any liens, encumbrances, security interests, restrictive
agreements, claims or imperfections of any nature whatsoever, other than
restrictions on transfer imposed by applicable securities laws.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants to the Seller as of the date
of this Agreement as follows:
Section 3.1. Authority. It is a corporation validly existing and in good
standing under the laws of the State of Delaware. It has full corporate power
and authority, without the consent or approval of any other person, to execute
and deliver this Agreement and to consummate the Transaction. All corporate and
other actions required to be taken by or on behalf of it to authorize the
execution, delivery and performance of this Agreement have been duly and
properly taken.
Section 3.2. Validity. This Agreement is duly executed and delivered by
it and constitutes its lawful, valid and binding obligation, enforceable in
accordance with its terms. The execution and delivery of this Agreement and the
consummation of the Transaction by it are not prohibited by, do not violate or
conflict with any provision of, and do not result in a default under (a) its
charter or bylaws; (b) any material contract, agreement or other instrument to
which it is a party or by which it is bound; (c) any order, writ, injunction,
decree or judgment of any court or governmental agency applicable to it; or (d)
any law, rule or regulation applicable to it, except in each case for such
prohibitions, violations, conflicts or defaults that would not have a material
adverse consequence to the Transaction.
Section 3.3. Purchase for Investment. It is purchasing the Shares sold
and delivered to it hereunder for investment solely for its own account and not
with a view to, or for resale in connection with, the distribution thereof. It
understands that such Shares are restricted securities under the Securities Act
of 1933, as amended (the "Securities Act"), and that such Shares must be held
indefinitely unless they are registered under the Securities Act and any
applicable state securities or blue sky laws or an exemption from such
registration is available.
Section 3.4. Nature of Purchaser. It has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
risks of the purchase of the Shares.
ARTICLE IV.
GENERAL PROVISIONS
Section 4.1. Restricted Shares. The Purchaser hereby consents to the
placing of a legend on any stock certificates evidencing the Shares stating that
the Shares are restricted securities and to Valhi' s issuance of stop transfer
instructions in connection with the Shares.
Section 4.2. Access to Information. The Seller and the Purchaser shall
provide the other party and its respective representatives access to all
information with respect to the business of Valhi possessed by such party and
reasonably requested by the other party.
Section 4.3. Survival. The representations and warranties set forth in
this Agreement shall survive the execution of this Agreement and the
consummation of the transactions contemplated herein. The covenants and other
agreements set forth in this Agreement shall terminate on the tenth anniversary
of this Agreement.
Section 4.4. Amendment and Waiver. No amendment or waiver of any
provision of this Agreement shall in any event be effective unless the same
shall be in a writing referring to this Agreement and signed by the parties
hereto, and then such amendment, waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given.
Section 4.5. Parties and Interest. This Agreement shall bind and inure to
the benefit of the parties named herein and their respective heirs, successors
and assigns.
Section 4.6. Entire Transaction. This Agreement contains the entire
understanding among the parties with respect to the transactions contemplated
hereby and supersedes all other agreements and understandings among the parties
with respect to the subject matter of this Agreement.
Section 4.7. Applicable Law. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of Delaware, without
giving effect to any choice of law or conflict of law provision or rule (whether
of the State of Delaware or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Delaware.
Section 4.8. Severability. If any provision of this Agreement is found to
violate any statute, regulation, rule, order or decree of any governmental
authority, court, agency or exchange, such invalidity shall not be deemed to
effect any other provision hereof or the validity of the remainder of this
Agreement and such invalid provision shall be deemed deleted to the minimum
extent necessary to cure such violation.
Section 4.9. Notice. All notices, requests, demands and other
communications hereunder shall be in writing and shall be sent by registered or
certified mail, postage prepaid as follows:
If to the Seller: Contran Corporation
5430 LBJ Freeway
Three Lincoln Centre, Suite 1700
Dallas, Texas 75240-2697
Attention: Secretary
If to the Purchaser: Valhi Group, Inc.
5430 LBJ Freeway
Three Lincoln Centre, Suite 1700
Dallas, Texas 75240-2697
Attention: General Counsel
Section 4.10. Headings. The sections and other headings contained in this
Agreement are for reference purposes only and shall not effect in any way the
meaning or interpretation of this Agreement.
Section 4.11. Expenses. Except as otherwise expressly provided herein,
each party to this Agreement shall pay its own costs and expenses in connection
with the transactions contemplated hereby.
The parties hereto have caused this Agreement to be executed by their duly
authorized officers as of the date first written above.
CONTRAN CORPORATION
By: ----------------------------------
Steven L. Watson, Vice President
VALHI GROUP, INC.
By: ----------------------------------
Bobby D. O'Brien, Vice President
