SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 47)*
NL INDUSTRIES,INC.
(Name of Issuer)
Common Stock, $.125 par value
(Title of Class of Securities)
629156407
(CUSIP Number)
WILLIAM C. TIMM
THREE LINCOLN CENTRE
SUITE 1700
5430 LBJ FREEWAY
DALLAS, TEXAS 75240
(214) 233-1700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 8, 1994
(Date of Event which requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box.
Check the following box if a fee is being paid with the statement.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to by "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)
[FN]
CUSIP No. 629156407
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Valhi, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7
SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
8
SHARED VOTING POWER
OWNED BY
EACH
34,536,790
REPORTING
PERSON 9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
34,536,790
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,536,790
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.7%
14
TYPE OF REPORTING PERSON*
CO
[FN]
* See instructions before filling out.
CUSIP No. 629156407
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tremont Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7
SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
8
SHARED VOTING POWER
OWNED BY
EACH
9,064,780
REPORTING
PERSON 9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
9,064,780
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,064,780
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.8%
14
TYPE OF REPORTING PERSON*
CO
[FN]
* See instructions before filling out.
CUSIP No. 629156407
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Contran Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7
SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY 8
SHARED VOTING POWER
OWNED BY
EACH 34,536,790
REPORTING
PERSON 9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
34,536,790
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,536,790
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.7%
14
TYPE OF REPORTING PERSON*
CO
[FN]
* See instructions before filling out.
CUSIP No. 629156407
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dixie Rice Agricultural Corporation, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
7
SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
8
SHARED VOTING POWER
OWNED BY
EACH
34,536,790
REPORTING
PERSON
9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
34,536,790
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,536,790
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.7%
14
TYPE OF REPORTING PERSON*
CO
[FN]
* See instructions before filling out.
CUSIP No. 629156407
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dixie Holding Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7
SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY 8
SHARED VOTING POWER
OWNED BY
EACH 34,536,790
REPORTING
PERSON 9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
34,536,790
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,536,790
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.7%
14
TYPE OF REPORTING PERSON*
CO
[FN]
* See instructions before filling out.
CUSIP No. 629156407
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Southwest Louisiana Land Company, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
7
SOLE VOTING POWER
8
SHARED VOTING POWER
NUMBER OF
SHARES -0-
34,536,790
BENEFICIALLY
OWNED BY
9
SOLE DISPOSITIVE POWER
EACH
REPORTING
-0-
PERSON
WITH 10 SHARED DISPOSITIVE POWER
34,536,790
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,536,790
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.7%
14
TYPE OF REPORTING PERSON*
CO
[FN]
* See instructions before filling out.
CUSIP No. 629156407
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NOA, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7
SOLE VOTING POWER
NUMBER OF
8
SHARED VOTING POWER
SHARES -0-
BENEFICIALLY
34,536,790
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
REPORTING
PERSON
-0-
WITH
10 SHARED DISPOSITIVE POWER
34,536,790
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,536,790
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.7%
14
TYPE OF REPORTING PERSON*
CO
[FN]
* See instructions before filling out.
CUSIP No. 629156407
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
National City Lines, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7
SOLE VOTING POWER
NUMBER OF
8
SHARED VOTING POWER
SHARES -0-
BENEFICIALLY
34,536,790
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
REPORTING
PERSON
-0-
WITH
10 SHARED DISPOSITIVE POWER
34,536,790
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,536,790
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.7%
14
TYPE OF REPORTING PERSON*
CO
[FN]
* See instructions before filling out.
CUSIP No. 629156407
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Valhi Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7
SOLE VOTING POWER
NUMBER OF
8
SHARED VOTING POWER
SHARES -0-
BENEFICIALLY
34,536,790
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
REPORTING
PERSON
-0-
WITH
10 SHARED DISPOSITIVE POWER
34,536,790
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,536,790
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.7%
14
TYPE OF REPORTING PERSON*
CO
[FN]
* See instructions before filling out.
CUSIP No. 629156407
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Combined Master Retirement Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7
SOLE VOTING POWER
NUMBER OF
8
SHARED VOTING POWER
SHARES -0-
BENEFICIALLY
34,536,790
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
REPORTING
PERSON
-0-
WITH
10 SHARED DISPOSITIVE POWER
34,536,790
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,536,790
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.7%
14
TYPE OF REPORTING PERSON*
EP
[FN]
* See instructions before filling out.
CUSIP No. 629156407
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harold C. Simmons
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7
SOLE VOTING POWER
NUMBER OF
8
SHARED VOTING POWER
SHARES -0-
BENEFICIALLY
34,536,790
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
REPORTING
PERSON
-0-
WITH
10 SHARED DISPOSITIVE POWER
34,536,790
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* X
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14
TYPE OF REPORTING PERSON*
IN
[FN]
* See instructions before filling out.
AMENDMENT NO. 47
TO SCHEDULE 13D
This amended and restated statement on Schedule 13D (this "Statement")
is the initial electronic filing by the Reporting Persons, as defined below.
Item 1. Security and Issuer.
This Statement relates to the Common Stock, $.125 par value per share
(the "Shares") of NL Industries, Inc., a New Jersey corporation (the "Company"
or "NL"). The principal executive offices of the Company are located at Two
Greenspoint Plaza, 16825 Northchase Drive, Suite 1200, Houston, Texas 77060.
Item 2. Identity and Background.
(a) This Statement is filed (i) by Valhi, Inc. ("Valhi") and Tremont
Corporation ("Tremont") as the direct beneficial owners of Shares, (ii) by
virtue of their respective direct and indirect holdings of securities of Valhi
and Tremont (as described below on this Statement), by Contran Corporation
("Contran"); Valhi Group, Inc. ("VGI"); National City Lines, Inc. ("National");
NOA, Inc. ("NOA"); Dixie Rice Agricultural Corporation, Inc. ("Dixie Rice");
Dixie Holding Company ("Dixie Holding") and Southwest Louisiana Land Company,
Inc. ("Southwest") and The Combined Master Retirement Trust ("Master Trust") and
(iii) by virtue of his positions with Contran, the Master Trust and certain
other entities, as described below on this Statement, Harold C. Simmons
(collectively, the "Reporting Persons"). By signing this Statement, each
Reporting Person agrees that this Statement is filed on its or his behalf.
Valhi and Tremont are the holders of approximately 49.9% and 17.8%,
respectively, of the outstanding common stock of NL. Together Valhi and Tremont
may be deemed to control NL. Valhi is the holder of approximately 48.1% of the
outstanding common stock of Tremont and may be deemed to control Tremont. VGI,
National and Contran are the holders of approximately 74.5%, 10.0% and 5.3%,
respectively, of the outstanding common stock of Valhi. Together, VGI, National
and Contran may be deemed to control Valhi. NL is the holder of approximately
1.0% of the outstanding stock of 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.
Substantially all of Contran's outstanding voting stock is held by trusts,
(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; however, Mr. Simmons disclaims
beneficial ownership thereof. The Master Trust holds approximately .1% of the
outstanding common stock of Valhi. The Master Trust is a trust formed by Valhi
to permit the collective investment by trusts which maintain the assets of
certain employee benefit plans adopted by Valhi and related companies. Mr.
Simmons is sole trustee of the Master Trust and sole member of the Trust
Investment Committee for the Master Trust. Mr. Simmons is a participant in one
or more of the employee benefit plans which invest through the Master Trust;
however, Mr. Simmons disclaims beneficial ownership of the Shares held by the
Master Trust, except to the extent of his vested beneficial interest therein.
Mr. Simmons is Chairman of the Board, President, and Chief Executive Officer of
Valhi, VGI, National, NOA, Dixie Holding, and Contran, is Chairman of the Board
and Chief Executive Officer of Dixie Rice and Southwest, is Chairman of the
Board of NL, and is a Director of Tremont.
By virtue of the relationships described above (a) Mr. Simmons may be
deemed to control NL, Tremont, Valhi, VGI, National, NOA, Dixie Rice, Dixie
Holding, Southwest and Contran, (b) Mr. Simmons (as trustee), the Trusts, Valhi,
VGI, National, NOA, Dixie Rice, Dixie Holding, Southwest and Contran may be
deemed to possess indirect beneficial ownership of the Shares held by Tremont,
(c) Mr. Simmons (as trustee), the Trusts, VGI, National, NOA, Dixie Rice, Dixie
Holding, Southwest and Contran may be deemed to possess indirect beneficial
ownership of the Shares held by Valhi, and (d) Mr. Simmons (as trustee) may be
deemed to possess indirect beneficial ownership of the Shares held by the Master
Trust. However, Mr. Simmons and the Trusts disclaim such beneficial ownership
of the Shares beneficially owned, directly or indirectly, by such entities,
except as noted above.
Certain information concerning the directors and executive officers of the
Reporting Persons is set forth on Schedule B attached hereto and incorporated
herein by reference.
(b) The principal executive offices of Tremont are located at 1999
Broadway, Suite 4300, Denver, Colorado 80202. The principal executive offices
of Valhi, VGI, National, NOA, Dixie Rice, Dixie Holding, Southwest and Contran
are located at, and the business address of each of the Master Trust and Harold
C. Simmons, is Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas
75240. The principal business address of Dixie Rice is 600 Pasquiere Street,
Gueydan, Louisiana 70542. The principal business address of Southwest is 402
Canal Street, Houma, Louisiana 70360. The business addresses of the remaining
directors and executive officers of the Reporting Persons are set forth on
Schedule B to this Statement and incorporated herein by reference.
Tremont is a holding company engaged through subsidiaries (other than
NL) in the production and marketing of titanium metals products.
Valhi is a holding company engaged, through operating subsidiaries
(other than NL and Tremont), in the refined sugar, integrated forest products,
fast food and hardware products industries.
VGI does not engage in any business activity other than holding common
stock of Valhi. National is engaged directly or through subsidiaries (other
than VGI and its subsidiaries), in real estate and oil and gas activities.
Contran is engaged through subsidiaries (including Southwest, Dixie and others),
other than National and its subsidiaries, in various land management,
agricultural and oil and gas activities. NOA holds investments in land,
securities and notes receivable. Dixie Holding does not engage in any business
activity other than holding common stock of VGI.
The Master Trust is a trust formed by Valhi to permit the collective
investment by trusts which maintain the assets of certain employee benefit plans
adopted by Valhi and related companies. The employee benefit plans funded by
the trusts participating in the Master Trust are subject to the provisions of
the Employer Retirement Income Security Act ("ERISA").
(d) Neither any of the Reporting Persons nor, to the best knowledge
of such persons, any person named in Schedule B to this Statement, has been
convicted in a criminal proceeding in the past five years (excluding traffic
violations or similar misdemeanors).
(e) During the past five years, neither any of the Reporting Persons
nor, to the best knowledge of such persons, any person named in Schedule B to
this Statement, was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws of finding any violation with respect to such laws.
(f) Contran, Valhi, Tremont, Dixie Holding, and National are
Delaware corporations. VGI is a Nevada corporation. NOA is a Texas
corporation. Dixie and Southwest are Louisiana corporations. The Master Trust
is governed by the laws of Texas, except as those laws are superseded by federal
law. Harold C. Simmons and all persons named on Schedule B to this Statement
are citizens of the United States, except as otherwise indicated on such
Schedule.
Item 3. Source and Amount of Funds or Other Consideration
The total amount of funds required by Valhi to acquire the Shares
reported in Item 5(c) was $6,611,975 (including commissions). Such funds were
or will be provided by Valhi's cash on hand and no funds were borrowed for such
purpose.
The Reporting Persons understand that the funds required by persons
named in Schedule B to this Statement to acquire Shares were from such persons'
personal funds.
Item 4. Purpose of Transaction.
Valhi and Tremont acquired Shares to obtain a controlling equity
interest in the Company. Valhi purchased the additional Shares reported in Item
5(c) of this Statement in order to increase its equity interest in the Company,
which the Reporting Persons believe is an attractive investment. Depending upon
their evaluation of the Company's business and prospects, and upon future
developments (including, but not limited to, performance of the Shares in the
market, availability of funds, alternative uses of funds, and money, stock
market and general economic conditions), any of the Reporting Persons, other
than the Master Trust, or other entities that may be deemed to be affiliated
with Contran may from time to time purchase Shares, and any of the Reporting
Persons or other entities that may be deemed to be affiliated with Contran may
from time to time dispose of all or a portion of the Shares held by such person,
or cease buying or selling Shares. Any such additional purchases or sales of
the Shares may be in open market or privately-negotiated transactions or
otherwise.
As described under Item 2 above, 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 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) Tremont is the direct beneficial owner of 9,064,780 Shares, or
approximately 17.8% of the 51,042,443 Shares outstanding as of November 7, 1994
(the "Outstanding Shares"), according to information contained in the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1994 (the
"Quarterly Report"). By virtue of the relationships described under Item 2 of
this Statement, each of the other Reporting Persons may be deemed to share
indirect beneficial ownership of the Shares directly beneficially owned by
Tremont. Harold C. Simmons disclaims all such beneficial ownership.
Valhi is the direct beneficial owner of 25,472,010 Shares, or
approximately 49.9% of the Outstanding Shares according to the information
contained in the Quarterly Report. By virtue of the relationships reported
under Item 2 of this Statement, Valhi may be deemed to be the beneficial owner
of 34,536,790 Shares, or approximately 67.7% of the outstanding Shares according
to information contained in the Quarterly Report. By virtue of the
relationships described under Item 2 of this Statement, VGI, National, NOA,
Southwest, Dixie Holding, Dixie Rice, Contran, the Master Trust and Harold C.
Simmons may be deemed to share indirect beneficial ownership of the Shares
directly owned by Valhi. Mr. Simmons disclaims all such beneficial ownership.
The Reporting Persons understand, based on ownership filings with the
Securities and Exchange Commission or upon information provided by the persons
listed on Schedule B to this Statement, that such persons, including Harold C.
Simmons, may be deemed to personally beneficially own Shares, as indicated on
Schedule C to this Statement.
(b) Each of Valhi and Tremont has the direct power to vote and direct
the disposition of the Shares held by it. By virtue of the relationships
described in Item 2; each of the Reporting Persons may be deemed to share the
indirect power to vote and direct the disposition of the Shares held by Tremont.
VGI, National, NOA, Southwest, Dixie Holding, Dixie Rice, Contran, the Master
Trust and Harold C. Simmons may be deemed to share the indirect power to vote
and direct the disposition of the Shares held by Valhi.
(c) The table below sets forth purchases of the Shares by the
Reporting Persons during the last 60 days. All of such purchases were effected
by Valhi on the New York Stock Exchange.
<TABLE>
<CAPTION>
Approximate Price
Per Share ($)
(exclusive of commissions)
Date Amount of Shares
<S> <C> <C>
10/26/94 1,000 11.875
10/26/94 9,500 12.000
10/26/94 5,000 12.375
10/26/94 13,500 12.500
10/26/94 179,000 12.625
11/02/94 27,000 12.375
11/02/94 10,000 12.500
11/02/94 35,000 12.625
11/07/94 10,600 12.500
11/07/94 72,000 12.625
11/07/94 22,400 12.750
11/08/94 90,000 12.750
11/10/94 17,900 11.750
11/10/94 25,000 12.000
11/11/94 7,100 11.750
</TABLE>
(d) Valhi and Tremont each has the right to receive and the
power to direct the receipt of dividends from, and the proceeds from the sale
of, the Shares held by it.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
In connection with a recapitalization of NL in 1988, Valhi and NL
entered into an agreement dated as of September 16, 1988 which agreement
contains certain provisions relating to the voting of Shares held by Valhi and
certain affiliates of Valhi. The foregoing summary of such agreement is
qualified in its entirety by reference to Exhibit 1, which is hereby
incorporated by reference.
In connection with Tremont's purchase of certain Shares from Valhi in
1991, Tremont and Valhi entered into a Stock Purchase Agreement dated as of
October 30, 1991, which agreement provides for certain registration rights and
certain co-sale rights in favor of Tremont relating to Shares held by Tremont.
The foregoing summary of the Stock Purchase Agreement is qualified in its
entirety by reference to Exhibit 2, which is hereby incorporated by reference.
Other than set forth above, neither any of the Reporting Persons nor,
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 Agreement dated September 16, 1988 between NL
Industries, Inc. and Valhi, Inc., incorporated by
reference to exhibit 28.1 of NL Industries, Inc.'s
Current Report on Form 8-K dated September 19, 1988*
Exhibit 2 Stock Purchase Agreement dated October 30, 1991 between
Valhi, Inc. and Tremont Corporation, previously filed
on November 5, 1991 as, and incorporated by reference
to, exhibit 51 of this Statement.*
__________________
[FN]
* Pursuant to Item 101(a)(2)(ii) of Regulation S-T, such exhibits are not
required to be refiled with this filing.
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: November 11, 1994
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: November 11, 1994
By: /s/ J. Landis Martin
J. Landis Martin,
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: November 11, 1994
By: /s/ William C. Timm
William C. Timm
Signing in the capacities listed
on Schedule "A" attached hereto
and incorporated herein by
reference.
SCHEDULE A
Harold C. Simmons, individually, and as Trustee of
THE COMBINED MASTER RETIREMENT TRUST.
William C. Timm as Vice President - Finance of each of:
CONTRAN CORPORATION
DIXIE RICE AGRICULTURAL CORPORATION, INC.
DIXIE HOLDING COMPANY
NOA, INC.
NATIONAL CITY LINES, INC.
SOUTHWEST LOUISIANA LAND COMPANY, INC.
VALHI GROUP, INC.
VALHI, INC.
J. Landis Martin, as Chairman of the Board, Chief Executive Officer and
President of each of:
TREMONT CORPORATION
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"), Valhi, Inc. ("Valhi"), and Tremont
Corporation ("Tremont") 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
Kirby C. Adams Vice President of Tremont,
1999 Broadway, Suite 4300
Denver, Colorado 80202.
Susan E. Alderton Vice President and Treasurer of
NL Industries, Inc. ("NL");
Director of Tremont.
70 East 55th Street, 8th Floor,
New York, New York 10022.
Eugene K. Anderson Vice President of Contran, Dixie
Holding, National, NOA, Valhi and VGI.
Arthur H. Bilger Director of Valhi; Private Investor;
1060 Laurel Way, Beverly Hills,
California 90210
Richard J. Boushka Director of Tremont; Principal of
Boushka Properties (private
investment firm). 7701 East
Kellogg, Suite 650, Wichita, Kansas
67207.
F. Murlyn Broussard Treasurer of Southwest. 402 Canal
Street, Houma, Louisiana 70360.
Joseph S. Compofelice Vice President and Chief Financial
Officer of NL and Tremont,
Executive Vice President of Valhi.
Two Greenspoint Plaza,
16825 Northchase Drive, Suite 1200,
Houston, Texas 77060.
Norman S. Edelcup Director of Valhi; Chairman of the
Board of Item Processing of
America, Inc. (processing service
bureau). 5190 N.W. 167th Street,
Suite 300, Miami, Florida 33014.
Robert J. Frame Director of Valhi; Professor of
Finance, Emeritus, at the Cox
School of Business, Southern
Methodist University; President of
Frame Financial Group, Inc.
(registered broker/dealer and a
member of the Chicago Board Options
Exchange). 17218 Preston Road,
Suite 421, Dallas, Texas 75252.
William J. Lindquist Vice President and Tax Director of
Contran, Dixie Rice, Dixie Holding,
National, NOA, Southwest, VGI and
Valhi.
J. Landis Martin Director, President and Chief
Executive Officer of NL; Director,
Chairman of the Board, President
and Chief Executive Officer of
Tremont. Two Greenspoint Plaza,
16825 Northchase Drive, Suite 1200,
Houston, Texas 77060
Andrew McCollam, Jr. Director of Dixie Rice; President
and Director of Southwest; Private
Investor. 402 Canal Street, Houma,
Louisiana 70360.
Harold M. Mire Vice President and General Manager
of Southwest; President of
Dixie Rice. 600 Pasquiere Street,
Gueydan, Louisiana 70542.
J. Thomas Montgomery, Jr. Vice President and Controller of
Contran, Dixie Holding, National,
NOA, Southwest, VGI and Valhi;
Vice President of Dixie Rice.
Robert E. Musgraves General Counsel and Secretary of
Tremont. 1999 Broadway,
Suite 4300, Denver, Colorado 80202.
Glenn R. Simmons Vice Chairman of the Board and
Director of Contran, Dixie Holding,
National, NOA, VGI and Valhi;
Director of NL and Tremont;
Executive Vice President and
Director of Dixie Rice and
Southwest; Chairman of the Board,
Chief Executive Officer and Director
Keystone Consolidated Industries, Inc.
("Keystone") (steel rod and wire
products manufacturer).
Harold C. Simmons Chairman of the Board, Chief
Executive Officer, President and
Director of Contran, Dixie Holding,
National, NOA, VGI and Valhi;
Chairman, Chief Executive Officer and
Director of Dixie Rice and Southwest,
Chairman of the Board and
Director of NL; Director of Tremont.
Robert W. Singer Vice President of Contran and
Valhi; President and Chief
Operating Officer of Keystone.
Richard A. Smith Treasurer and Director of Dixie Rice.
600 Pasquiere Street, Gueydan,
Louisiana 70542.
Michael A. Snetzer Director of Valhi, NL and Tremont;
Chairman of the Board and Chief
Executive Officer of Medite
Corporation (forest products).
Thomas P. Stafford Director of Tremont; Co-founder of
Stafford, Burke and Hecker, Inc.
(consulting); Chairman of the Board
of Omega Watch Corporation of
America (watch manufacturer). 1006
Cameron, Alexandria,
Virginia 22314.
Avy H. Stein Director of Tremont; Managing
Director of Continental Equity
Capital Corporation and Continental
Illinois Venture Corporation
(investment funds). 231 South
La Salle, Chicago, Illinois 60697.
William C. Timm Vice President-Finance and Treasurer
of Contran, Dixie Holding, National,
NOA, VGI and Valhi;
Vice President-Finance of
Southwest, Vice President-Finance
and Director of Dixie Rice.
J. Walter Tucker, Jr. Director of Valhi; President,
Treasurer and Director of Tucker &
Branham, Inc. (mortgage banking,
insurance and real estate); Vice
Chairman of the Board and
Director Keystone.
Mark A. Wallace Vice President and Controller of
Tremont. 1999 Broadway,
Suite 4300, Denver, Colorado 80202.
Steven L. Watson Vice President and Secretary of
Contran, Dixie Rice, Dixie Holding,
National, NOA, Southwest, VGI and
Valhi.
SCHEDULE C
Based upon ownership filings with the Securities and Exchange Commission or
upon information provided by the persons listed on Schedule B to this Statement,
such persons may be deemed to personally beneficially own Shares, as outlined
below:
<TABLE>
<CAPTION>
Share Information
Shares Options
Name Held 1 Held 2
<S> <C> <C>
Kirby C. Adams -- --
Susan E. Alderton3 40,034 29,733
Eugene K. Anderson -- --
Arthur H. Bilger -- --
Richard J. Boushka -- --
F. Murlyn Broussard -- --
Joseph S. Compofelice4 32,468 --
Norman S. Edelcup -- --
Robert J. Frame -- --
William J. Lindquist -- --
J. Landis Martin5 41,672 450,288
Andrew McCollam, Jr. -- --
Harold M. Mire -- --
J. Thomas Montgomery, Jr.6 15,275 --
Robert E. Musgraves -- --
Glenn R. Simmons 8,800 --
Harold C. Simmons7 7,775 --
Robert W. Singer -- --
Richard A. Smith -- --
Michael A. Snetzer 16,000 --
Thomas P. Stafford -- --
Avy H. Stein -- --
William C. Timm -- --
J. Walter Tucker, Jr. -- --
Mark A. Wallace -- --
Steven L. Watson 1,000 --
</TABLE>
1. Includes restricted Shares which each such person has the power
to vote and the right to receive dividends.
2. Represents Shares covered by options exercisable within 60 days
of the date of this Statement.
3. The Reporting Persons understand the Shares indicated as held by
Susan E. Alderton include 9,134 Shares allocated to Ms. Alderton's account in a
NL Industries, Inc. Savings Plan.
4. The Reporting Persons understand the Shares indicated as held by
Joseph S. Compofelice include 1,468 Shares allocated to Mr. Compofelice's
account in a NL Industries, Inc. Savings Plan.
5. The Reporting Persons understand the Shares indicated as held by
J. Landis Martin include 7,596 Shares allocated to Mr. Martin's account in a NL
Industries, Inc. Savings Plan.
6. The Reporting Persons understand the Shares indicated as held by
J. Thomas Montgomery, Jr. include 275 Shares held by Mr. Montgomery's wife in a
retirement account, with respect to all of which Shares beneficial ownership is
disclaimed by Mr. Montgomery.
7. The Reporting Persons understand the Shares indicated as held by
Harold C. Simmons include 7,775 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 held by other
Reporting Persons, as set forth in Item 5 (a) of this Statement. Mr. Simmons
disclaims beneficial ownership of all such Shares.
