SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 63)*
VALHI, INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
918905 10 0
(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)
July 7, 2000
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), 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)
<PAGE>
CUSIP No. 918905 10 0
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)
81.7%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 918905 10 0
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)
91.2%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 918905 10 0
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)
91.2%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 918905 10 0
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)
81.7%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 918905 10 0
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)
81.7%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 918905 10 0
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)
91.2%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 918905 10 0
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 106,874,263
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
106,874,263
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
106,874,263
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
93.2%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 918905 10 0
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
653,383
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 107,666,263
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 653,383
10 SHARED DISPOSITIVE POWER
107,666,263
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
653,383
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)
0.6%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
IN
<PAGE>
AMENDMENT NO. 63
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 amended but not
restated in its entirety (collectively, this "Statement").
Item 1. Security and Issuer
This Statement relates to the common stock, $0.01 par value per share
(the "Shares"), of Valhi, Inc., a Delaware corporation (the "Company"). The
principal executive offices of the Company are located at Three Lincoln Centre,
5430 LBJ Freeway, Suite 1740, Dallas, Texas 75240.
Item 2. Identity and Background
(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
81.7%, 9.5% and 1.6%, respectively, of the 114,680,014 Shares outstanding as of
July 14, 2000 according to information furnished by the Company (the
"Outstanding Shares"). Together, VGI, National and Contran 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 direct holder
of 100% of the outstanding common stock of Dixie Holding and may be deemed to
control Dixie Holding. Contran is the holder of 100% of the outstanding common
stock of Dixie Rice and may be deemed to control Dixie Rice. Contran is the
holder of approximately 88.9% of the outstanding common stock of Southwest and
may be deemed to control Southwest.
Substantially all of Contran's outstanding voting stock is held either
by trusts established for the benefit of certain children and grandchildren of
Harold C. Simmons (the "Trusts"), of which Mr. Simmons is the sole trustee, or
by Mr. Simmons directly. 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
any shares of Contran stock that the Trusts hold.
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.
The Contran Deferred Compensation Trust No. 2 (the "CDCT No. 2")
directly holds approximately 0.4% 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. Pursuant
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 Company established the CMRT
as a trust to permit the collective investment by master trusts that maintain
the assets of certain employee benefit plans the Company and related companies
adopt. Mr. Simmons is the sole trustee of the CMRT and a 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 and chief executive
officer of VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest and Contran.
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 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.
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 Company and Tremont Corporation ("Tremont") are the direct holders
of approximately 59.6% and 20.2%, respectively, of the outstanding common stock
of NL Industries, Inc. ("NL") and together may be deemed to control NL. The
Company and NL are the direct holders of approximately 59.6% and 8.4%,
respectively, of the outstanding common stock of Tremont. Together, the Company
and NL may be deemed to control Tremont. The Company is the holder of 100% of
the outstanding common stock of Valmont Insurance Company ("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.
The Reporting Persons understand that Valmont and a subsidiary of NL
directly hold 1,000,000 Shares and 1,186,200 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.
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 the Company, VGI, National, NOA, Dixie
Holding 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) The Company is a diversified holding company engaged, through
operating subsidiaries in the titanium dioxide pigments, component products
(ergonomic computer support systems, precision ball bearing slides and security
products), titanium metals products and waste management industries.
In addition to activities engaged in through the Company and its
subsidiaries, and in addition to holding the securities described above, (i) VGI
is engaged in holding notes receivable; (ii) National is engaged in holding
notes receivable and, directly or through other companies, in real estate, oil
and gas activities and the rental and sales of compressors and related products;
(iii) Dixie Holding is engaged in holding preferred stock of Contran; (iv) NOA
is engaged in real estate and holding notes receivable; (v) Dixie Rice is
engaged in land management, agriculture and oil and gas activities; (vi)
Southwest is engaged in land management, agriculture and oil and gas activities;
and (vii) Contran is engaged through other companies in the activities described
above and in the production of, among other things, steel rod, wire and wire
products.
(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 total amount of funds required by Contran to acquire the Shares
reported in Item 5(c) was $3,518,397.50 (including commissions). Such funds were
or will be provided by Contran's cash on hand and no funds were or will be
borrowed for such purpose.
The Reporting Persons understand that the funds required by each person
named in Schedule B to this Statement to acquire Shares were from such person's
personal funds.
Item 4. Purpose of Transaction
The Reporting Persons acquired Shares to obtain an equity interest in
and control of the Company. 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.
Contran purchased the additional Shares reported in Item 5(c) of this
Statement in order to increase its equity interest in the Company. Depending
upon their evaluation of the Company's business and prospects, and upon future
developments (including, but not limited to, performance of the Shares in the
market, availability of funds, alternative uses of funds, and money, stock
market and general economic conditions), any of the Reporting Persons or other
entities that may be deemed to be affiliated with Contran may from time to time
purchase Shares, and any of the Reporting Persons or other entities that may be
deemed to be affiliated with Contran may from time to time dispose of all or a
portion of the Shares held by such person, or cease buying or selling Shares.
Any such additional purchases or sales of the Shares may be in open market or
privately negotiated transactions or otherwise.
The Reporting Persons understand that prior purchases of Shares by
persons named in Schedule B to this Statement 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, 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, 1,804,300, 600,000, 439,400, 115,000, 77,000 and 3,383
of the Shares, respectively. In addition, Harold C. Simmons holds stock options
exercisable for 650,000 Shares, some of which will not vest within 60 days of
the filing of this Statement.
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 93,739,554 Shares (approximately 81.7% of
the Outstanding Shares) that VGI directly holds;
(2) National, NOA and Southwest each may be deemed to be the
beneficial owner of the 104,630,563 Shares (approximately 91.2% of the
Outstanding Shares) that VGI and National directly hold;
(3) Contran may be deemed to be the beneficial owner of the
106,874,263 Shares (approximately 93.2% of the Outstanding Shares) that
VGI, National, Contran and the CDCT No. 2 directly hold; and
(4) Harold C. Simmons may be deemed to be the beneficial owner
of the 108,319,646 Shares (approximately 93.9% of the sum of the
Outstanding Shares and the 650,000 Shares that Mr. Simmons can acquire
by exercise of stock options) that VGI, National, Contran, the
Foundation, the CDCT No. 2, the CMRT, Mr. Simmons' spouse and himself
directly hold and including the 650,000 Shares that Mr. Simmons can
acquire by exercise of stock options, some of which will not vest
within 60 days of the filing of this Statement.
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 that
VGI directly holds;
(2) National, NOA and Southwest may each be deemed to share
the power to vote and direct the disposition of the Shares that VGI and
National directly hold;
(3) Contran may be deemed to share the power to vote and
direct the disposition of the Shares that VGI, National, Contran and
the CDCT No. 2 directly hold; and
(4) Harold C. Simmons may be deemed to share the power to vote
and direct the disposition of the Shares that VGI, National, Contran,
the Foundation, the CDCT No. 2, the CMRT, Mr. Simmons' spouse and
himself directly hold and including the 650,000 Shares that Mr. Simmons
can acquire by exercise of stock options, some of which will not vest
within 60 days of the filing of this Statement.
(c) The table below sets forth purchases of the Shares by the Reporting
Persons during the last 60 days. Contran executed all of such purchases on the
New York Stock Exchange.
<TABLE>
<CAPTION>
Number of Approximate Price Per Share ($)
Date Shares (exclusive of commissions)
---------------- --------------- -------------------
<S> <C> <C> <C>
05/22/00 6,000 $10.6250
05/23/00 300 $10.6250
05/30/00 4,100 $10.6250
05/31/00 500 $10.6250
06/09/00 100,000 $11.0000
07/03/00 20,000 $10.7500
07/03/00 4,000 $10.8125
07/03/00 9,800 $10.8750
07/03/00 6,000 $10.9375
07/03/00 101,200 $11.0000
07/05/00 10,000 $11.0000
07/06/00 1,800 $10.8750
07/06/00 29,500 $11.0000
07/07/00 9,100 $11.0000
07/11/00 2,400 $11.0000
07/12/00 5,000 $11.0000
07/17/00 5,000 $11.0000
07/17/00 5,000 $10.8750
</TABLE>
(d) Each of VGI, National, Contran, the Foundation, the CDCT No. 2, the
CMRT, Harold C. Simmons' spouse and Harold C. Simmons 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.
Contran and National are parties to a $25.0 million revolving credit
and letter of credit facility dated as of September 3, 1998, as amended and
supplemented through September 2, 1999 with U.S. Bank National Association (the
"U.S. Bank Facility"). Borrowings under the U.S. Bank Facility bear interest at
the rate announced publicly from time to time by each bank as its base rate or
at a rate of 1.75% over the London interbank offered rate of interest ("LIBOR"),
are due August 30, 2000 or such extended maturity date as may be mutually agreed
to, and are collateralized by, among other things, certain Shares. On July 14,
2000, no money had been borrowed, no letters of credit were outstanding and
National had pledged 6,000,000 Shares under the U.S. Bank Facility. The
foregoing summary of the U.S. Bank Facility is qualified in its entirety by
reference to Exhibits 1 through 5 to this Statement, which are incorporated
herein by this reference.
Dixie Rice is a party to a $1.5 million credit facility dated as of
August 18, 1986 with Southern Methodist University (the "SMU Facility").
Borrowings under the SMU Facility bear interest at the greater or 7.5% per annum
or 76% of the Shearson Lehman Brothers, Inc. Bond Market Report -- Corporate
Bond Index -- Long Term (Average) Yield, are due in forty equal quarterly
installments beginning September 30, 1996 and ending on June 30, 2006 and are
secured by certain Shares. As of July 14, 2000, $900,000 principal amount was
outstanding under the SMU Facility and 300,000 Shares had been pledged under the
SMU Facility. The Shares pledged under the SMU Facility are held directly by
Contran but loaned to Dixie Rice pursuant to a Collateral Agreement, dated
December 29, 1988 between Dixie Rice and Contran (the "Collateral Agreement").
The foregoing summary of the SMU Facility and the Collateral Agreement is
qualified in its entirety by reference to Exhibits 6 and 7 to this Statement,
respectively, which are 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* Loan Agreement dated as of September 3, 1998 among Contran
Corporation, National City Lines, Inc. and U.S. Bank
National Association.
Exhibit 2* Promissory Note dated September 3, 1998 in the original
principal amount of $25 million payable to the order of U.S.
Bank National Association and executed by Contran Corporation.
Exhibit 3* Payment Guaranty dated September 3, 1998 executed by National
City Lines, Inc.
Exhibit 4* Securities Pledge Agreement dated as of September 3, 1998 among
Contran Corporation, National City Lines, Inc. and
U.S. Bank National Association.
Exhibit 5* Extension Agreement dated as of September 2, 1999 among Contran
Corporation, National City Lines, Inc. and U.S. Bank
National Association.
Exhibit 6 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 7 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 8* Contran Deferred Compensation Trust No. 2 (Amended and
Restated), dated as of February 11, 1999, between Contran
Corporation and Boston Safe Deposit and Trust Company.
----------
* Filed herewith.
<PAGE>
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: July 17, 2000
By: /s/ Harold C. Simmons
--------------------------
Harold C. Simmons
Signing in his
individual capacity only.
<PAGE>
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: July 17, 2000
/s/ Steven L. Watson
---------------------
Steven L. Watson
Signing in the
capacities listed on
Schedule "A" attached
hereto and
incorporated herein by
reference.
<PAGE>
SCHEDULE A
Steven L. Watson, as President or Executive 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.
<PAGE>
Schedule B
The names of the directors and executive officers of Contran Corporation
("Contran"), Dixie Holding Company ("Dixie Holding"), Dixie Rice Agricultural
Corporation, Inc. ("Dixie Rice"), 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.
<TABLE>
<CAPTION>
Name Present Principal Occupation
--------------------------------------- ----------------------------------------------------------
<S> <C>
Eugene K. Anderson Vice president of Contran, Dixie Holding, Dixie Rice,
NOA, National, Southwest, VGI and the Company; and
treasurer of the Harold Simmons Foundation, Inc. (the
"Foundation").
F. Murlyn Broussard (1) Treasurer of Southwest.
J. Mark Hollingsworth Vice president and general counsel of Contran, Dixie
Holding, Dixie Rice, NOA, National, Southwest, VGI and
the Company; general counsel of the Foundation; general
counsel of CompX International Inc., a manufacturer of
computer support systems, drawer slides and security
products that is affiliated with the Company ("CompX");
general counsel of The Combined Master Retirement Trust,
a trust the Company formed to permit the collective
investment by trusts that maintain the assets of certain
employee benefit plans the Company and related companies
adopt (the "CMRT").
William J. Lindquist Director and senior vice president of Contran, Dixie Holding,
NOA, National and VGI; senior vice president of Dixie
Rice, Southwest and the Company.
A. Andrew R. Louis Secretary of Contran, CompX, Dixie Holding, Dixie Rice,
NOA, National, Southwest, VGI, and the Company.
Kelly D. Luttmer Tax director of Contran, CompX, Dixie Holding, Dixie
Rice, NOA, National, Southwest, VGI and the Company.
Andrew McCollam, Jr. (1) President and director of Southwest; director of Dixie
Rice; and a private investor.
Harold M. Mire (2) Vice president of Dixie Rice and Southwest.
Bobby D. O'Brien Vice president and treasurer of Contran, Dixie Holding,
Dixie Rice, NOA, National, VGI and the Company; and vice
president of Southwest.
Glenn R. Simmons Vice chairman of the board of Contran, Dixie Holding,
NOA, National, VGI and the Company; chairman of the board
of Keystone Consolidated Industries, Inc. ("Keystone"), a
manufacturer of steel rod, wire and wire products that is
affiliated with Contran; director and executive vice
president of Southwest and Dixie Rice; director of NL
Industries, Inc., a producer of titanium dioxide pigments
and a subsidiary of the Company ("NL"); director of
Tremont Corporation, a holding company that primarily
holds an interest in NL and an interest in Titanium
Metals Corporation, a producer of titanium metal products
("TIMET"); and a director of CompX and TIMET.
Harold C. Simmons Chairman of the board and chief executive officer of
Contran, Dixie Holding, Dixie Rice, the Foundation,
NOA, National, Southwest, VGI and the Company; chairman
of the board of NL; director of Tremont; and trustee
and member of the trust investment committee of the CMRT.
Richard A. Smith (2) Director and president of Dixie Rice.
Gregory M. Swalwell Vice president and controller of Contran, Dixie Holding,
NOA, National, VGI and the Company; vice president of Dixie
Rice and Southwest.
Steven L. Watson Director and president of Contran, Dixie Holding, NOA,
National, VGI and the Company; director and executive vice
president of Dixie Rice; director, vice president and
secretary of the Foundation; executive vice president of
Southwest; and a director of CompX, Keystone and TIMET.
----------
</TABLE>
(1) The principal business address for Messrs. Broussard and McCollam is 402
Canal Street, Houma, Louisiana 70360.
(2) The principal business address for Messrs. Mire and Smith is 600 Pasquiere
Street, Gueydan, Louisiana 70542-0010.
<PAGE>
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 own personally and beneficially
Shares, as outlined below:
<TABLE>
<CAPTION>
Name Shares Held Options Held (1)
------------------------------- ------------------- -----------------
<S> <C> <C>
Eugene K. Anderson (2) 1,446 22,000
F. Murlyn Broussard (3) 1,157 -0-
J. Mark Hollingsworth -0- 86,000
William J. Lindquist -0- 241,000
A. Andrew R. Louis -0- 25,000
Kelly D. Luttmer -0- 20,000
Andrew McCollam, Jr. 550 -0-
Harold M. Mire 1,137 -0-
Bobby D. O'Brien -0- 138,000
Glenn R. Simmons(4) 3,183 420,000
Harold C. Simmons(5) 80,383 550,000
Richard A. Smith 2,610 -0-
Gregory M. Swalwell(6) 1,166 103,000
Steven L. Watson(7) 18,635 310,000
----------
</TABLE>
(1) Represents Shares issuable pursuant to the exercise within 60 days of the
date of this Statement of stock options.
(2) The Reporting Persons understand that the Shares indicated as held by
Eugene K. Anderson include 1,446 Shares held in his individual retirement
account.
(3) The Reporting Persons understand that the Shares indicated as held by F.
Murlyn Broussard include 1,157 Shares held in his individual retirement
account.
(4) The Reporting Persons understand the Shares indicated as held by Glenn R.
Simmons include 2,383 Shares held in his individual retirement account. The
Reporting Persons further understand that the Shares indicated as held by
Mr. Simmons also include 800 Shares held in his wife's retirement account,
with respect to which Mr. Simmons disclaims beneficial ownership.
(5) The Reporting Persons understand that the Shares indicated as held by
Harold C. Simmons include 77,000 Shares held by Mr. Simmons wife, with
respect to all of which beneficial ownership is disclaimed by Mr. Simmons.
Mr. Simmons may be deemed to possess indirect beneficial ownership of the
Shares set forth in Item 5(a) of this Statement, held by other Reporting
Persons. Item 5 of this Statement reports all Shares issuable pursuant to
the exercise of Mr. Simmons' stock options, regardless of vesting, while
this Schedule C reports only those Shares that Mr. Simmons can receive
within 60 days of the date of this Statement upon exercise of his stock
options. Mr. Simmons disclaims beneficial ownership of all Shares 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.
(6) The Reporting Persons understand that the Shares indicated as held by
Gregory M. Swalwell include 1,166 Shares held in his individual retirement
account.
(7) The Reporting Persons understand that the Shares indicated as held by
Steven L. Watson include 3,035 Shares held in his individual retirement
account.
<PAGE>
EXHIBIT INDEX
Exhibit 1* Loan Agreement dated as of September 3, 1998 among Contran
Corporation, National City Lines, Inc. and U.S. Bank National
Association.
Exhibit 2* Promissory Note dated September 3, 1998 in the original
principal amount of $25 million payable to the order of U.S. Bank
National Association and executed by Contran Corporation.
Exhibit 3* Payment Guaranty dated September 3, 1998 executed by National
City Lines, Inc.
Exhibit 4* Securities Pledge Agreement dated as of September 3, 1998 among
Contran Corporation, National City Lines, Inc. and
U.S. Bank National Association.
Exhibit 5* Extension Agreement dated as of September 2, 1999 among Contran
Corporation, National City Lines, Inc. and U.S. Bank
National Association.
Exhibit 6 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 7 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 8* Contran Deferred Compensation Trust No. 2 (Amended and
Restated), dated as of February 11, 1999, between Contran
Corporation and Boston Safe Deposit and Trust Company.
----------
* Filed herewith.
