SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
TREMONT CORPORATION
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
894745207
(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)
December 27, 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 be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
CUSIP No. 894745207
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Valhi, 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
3,537,166
REPORTING
PERSON 9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
3,537,166
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,537,166
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.1%
14
TYPE OF REPORTING PERSON*
CO
[FN]
* See instructions before filling out.
CUSIP No. 894745207
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Contran Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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 3,537,166
REPORTING
PERSON 9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
3,537,166
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,537,166
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.1%
14
TYPE OF REPORTING PERSON*
CO
[FN]
* See instructions before filling out.
CUSIP No. 894745207
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dixie Rice Agricultural Corporation, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
3,537,166
REPORTING
PERSON 9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
3,537,166
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,537,166
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.1%
14
TYPE OF REPORTING PERSON*
CO
[FN]
* See instructions before filling out.
CUSIP No. 894745207
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dixie Holding Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
3,537,166
REPORTING
PERSON
9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
3,537,166
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,537,166
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.1%
14
TYPE OF REPORTING PERSON*
CO
[FN]
* See instructions before filling out.
CUSIP No. 894745207
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Southwest Louisiana Land Company, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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 3,537,166
REPORTING
PERSON 9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
3,537,166
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,537,166
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.1%
14
TYPE OF REPORTING PERSON*
CO
[FN]
* See instructions before filling out.
CUSIP No. 894745207
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NOA, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
SHARES -0-
BENEFICIALLY
8
SHARED VOTING POWER
OWNED BY
EACH
3,537,166
REPORTING
PERSON 9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
3,537,166
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,537,166
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.1%
14
TYPE OF REPORTING PERSON*
CO
[FN]
* See instructions before filling out.
CUSIP No. 894745207
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
National City Lines, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
3,537,166
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
REPORTING
PERSON
-0-
WITH
10 SHARED DISPOSITIVE POWER
3,537,166
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,537,166
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.1%
14
TYPE OF REPORTING PERSON*
CO
[FN]
* See instructions before filling out.
CUSIP No. 894745207
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Valhi Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
3,537,166
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
REPORTING
PERSON
-0-
WITH
10 SHARED DISPOSITIVE POWER
3,537,166
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,537,166
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.1%
14
TYPE OF REPORTING PERSON*
CO
[FN]
* See instructions before filling out.
CUSIP No. 894745207
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
3,537,166
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
REPORTING
PERSON
-0-
WITH
10 SHARED DISPOSITIVE POWER
3,537,166
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,537,166
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.1%
14
TYPE OF REPORTING PERSON*
EP
[FN]
* See instructions before filling out.
CUSIP No. 894745207
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harold C. Simmons
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
3,537,166
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
REPORTING
PERSON
-0-
WITH
10 SHARED DISPOSITIVE POWER
3,537,166
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. 3
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, $1.00 par value per share
(the "Shares") of Tremont Corporation, a Delaware corporation (the "Company" or
"Tremont"). The principal executive offices of the Company are located at 1999
Broadway, Suite 4300, Denver, CO 80202.
Item 2. Identity and Background.
(a) This Statement is filed (i) by Valhi, Inc. ("Valhi") as the direct
beneficial owner of Shares, (ii) by virtue of their respective direct and
indirect holdings of securities of Valhi (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");
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 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 5.4%, respectively, of
the outstanding common stock of Valhi. Together, VGI, National and Contran may
be deemed to control Valhi. NL Industries, Inc. ("NL") is the holder of
approximately 1.0% of the outstanding stock of Valhi. Valhi and Tremont are the
holders of approximately 50.9% and 17.8%, respectively, of the outstanding
common stock of NL. Together Valhi and Tremont may be deemed to control NL.
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 Tremont, Valhi, VGI, National, NOA, Dixie Rice, Dixie Holding,
Southwest, NL and Contran and (b) 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. 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 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.
Valhi is a holding company engaged, through operating subsidiaries in
the chemicals, refined sugar, forest products, fast food and hardware products
industries as well as the titanium metals industry through its equity interest
in Tremont.
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, 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
No purchases or sales of Shares were made by the Reporting Persons in
the prior 60 days.
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 acquired Shares to obtain a controlling 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, 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.
On December 27, 1994, Valhi issued the press release attached hereto
as Exhibit 1, which is incorporated herein by this reference. Such press
release relates to, among other things, the distribution of the Shares held by
Valhi to Valhi's stockholders, including certain of the Reporting Persons.
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) Valhi is the direct beneficial owner of 3,537,166 Shares, or
approximately 48.1% of the 7,353,244 Shares outstanding as of October 31, 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
Valhi. Harold C. 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 may be deemed to
personally beneficially own Shares, as indicated on Schedule C to this
Statement.
(b) Valhi 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 Valhi.
(c) Not applicable.
(d) Valhi 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.
As set forth in Item 4 of this Statement, on December 27, 1994 Valhi
announced that it will distribute the Shares held by it to Valhi's stockholders,
including certain of the Reporting Persons.
Other than as set forth in this Statement, 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 Press release issued by Valhi on December 27, 1994
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: December 28, 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: December 28, 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.
SCHEDULE B
The names of the directors and executive officers of Contran
Corporation ("Contran"), Dixie Rice Agricultural Corporation, Inc. ("Dixie
Rice"), Dixie Holding Company ("Dixie Holding"), National City Lines, Inc.
("National"), NOA, Inc. ("NOA"), Southwest Louisiana Land Company, Inc.
("Southwest"), Valhi Group, Inc. ("VGI") and Valhi, Inc. ("Valhi") and their
present principal occupations are set forth below. Except as otherwise
indicated, the business address of each such person is 5430 LBJ Freeway, Suite
1700, Dallas, Texas 75240.
Name Present Principal Occupation
- ----------------------- ----------------------------
Eugene K. Anderson Vice President of Contran, Dixie Holding,
National, NOA, Valhi and VGI.
Arthur Bilger Director of Valhi; Private Investor; President and
Chief Operating Officer of New World
Communications Group Incorporated (media
communications) 1060 Laurel Way, Beverly Hills,
California 90210
F. Murlyn Broussard Treasurer of Southwest. 402 Canal Street, Houma,
Louisiana 70360.
Joseph S. Compofelice Vice President and Chief Financial Officer of NL
Industries, Inc. ("NL") and Tremont Corporation
("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.
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.
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 of the
Board, 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).
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.
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
Name Held
--------------------------- ---------
<S> <C>
Eugene K. Anderson --
Arthur H. Bilger --
F. Murlyn Broussard --
Joseph S. Compofelice --
Norman S. Edelcup --
Robert J. Frame --
William J. Lindquist --
Andrew McCollam, Jr. --
Harold M. Mire --
J. Thomas Montgomery, Jr. 1,000
Glenn R. Simmons(1) 3,975
Harold C. Simmons --
Robert W. Singer --
Richard A. Smith --
Michael A. Snetzer 6,000
William C. Timm --
J. Walter Tucker, Jr. --
Steven L. Watson 2,000
</TABLE>
(1) The Reporting Persons understand the Shares indicated as held by Glenn
R. Simmons include 3,485 shares held by Mr. Simmons in a retirement
account and 490 shares held by Mr. Simmons' wife in a retirement
account.
EXHIBIT 1
Joseph S. Compofelice
Executive Vice President
(713) 423-3303
(214) 450-4259
PRESS RELEASE
VALHI DISTRIBUTES TREMONT INTEREST
Dallas, Texas . . . December 27, 1994 . . . Valhi, Inc. (NYSE:VHI)
announced today that its Board of Directors has declared a special dividend on
its common stock of all of its approximately 48.1% ownership of Tremont
Corporation (NYSE:TRE), consisting of 3,537,166 shares of Tremont common stock.
The dividend will be payable on February 3, 1995 to Valhi stockholders of record
at the close of business on January 6, 1995. Based on current outstanding
shares, Valhi stockholders will receive in a taxable distribution approximately
.03 of a share of Tremont common stock for each share of Valhi common stock held
as of the record date, with cash paid in lieu of fractional shares.
Tremont, headquartered in Denver, Colorado, is a leading U.S. integrated
producer of titanium metal products and holds approximately 17.8% of NL
Industries, Inc. (NYSE:NL). Tremont's common stock had a closing price on
December 23, 1994 of $11.75 per share.
Valhi previously announced its intention to acquire additional shares of
the common stock of NL that, when combined with Valhi's existing holdings, would
result in Valhi directly holding in excess of 50% of NL. As of December 23,
1994, Valhi held 50.9% of NL, which will allow Valhi to consolidate NL's
financial results, rather than only reporting its equity in NL's net earnings
and losses. Harold C. Simmons, Chairman of the Board and Chief Executive
Officer of Valhi, stated that "We believe that NL is in the early stages of a
cyclical recovery of its titanium dioxide pigments (Ti02) business as evidenced
in 1994 by improvement in industry-wide capacity utilization, price increases
realized in 1994 and recent price increase announcements effective in early
1995. NL management has stated that it expects NL to be profitable in 1995 and
to use improvements in cash-flow to reduce its indebtedness. As NL's operating
environment improves, the value of Valhi's investment in NL should be enhanced
accordingly. The profitability of Valhi's wholly-owned refined sugar, forest
products and other businesses has been overshadowed by losses at NL for the last
few years."
Valhi believes that the distribution of Tremont, along with the
consolidation of NL, will result in a more understandable presentation of
Valhi's financial results and, after the distribution, will allow Valhi
stockholders to independently make their own investment decisions with respect
to their Valhi shares and the Tremont shares they receive as a result of the
distribution. Contran and certain of its subsidiaries currently hold
approximately 90% of Valhi and therefore will receive approximately 90% of the
Tremont shares currently held by Valhi.
Selected pro forma financial information reflecting the effect of Valhi's
consolidation of NL and its distribution of Tremont is summarized below.
<TABLE>
<CAPTION>
Nine Months Ended 9/30/94
-------------------------
Before Distribution After Distribution
of Tremont and of Tremont and
Consolidation of NL Consolidation of NL
------------------- -------------------
(Historical) (Pro forma)
(In millions, except per share data)
<S> <C> <C>
Results of Operations
Net sales $632.3 $1,296.5
Operating income 73.3 132.9
Income from continuing
operations 6.9 1.7
Income from continuing
operations per share $ .06 $ .01
Balance Sheet
(at September 30, 1994)
Total assets $785.6 $2,356.6
Long-term debt 308.5 1,099.5
Stockholders' equity 215.9 199.2
</TABLE>
Valhi, Inc., headquartered in Dallas, Texas, is engaged in the chemicals,
refined sugar, forest products, fast food and hardware products industries.
