SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 50)*
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)
January 4, 1995
(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)
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
35,714,290
REPORTING
PERSON 9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
35,714,290
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,714,290
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.0%
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
35,714,290
REPORTING
PERSON 9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
35,714,290
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,714,290
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.0%
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
35,714,290
REPORTING
PERSON
9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
35,714,290
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,714,290
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.0%
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 35,714,290
REPORTING
PERSON 9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
35,714,290
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,714,290
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.0%
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
NUMBER OF
SHARES -0-
BENEFICIALLY
8
SHARED VOTING POWER
OWNED BY
EACH
35,714,290
REPORTING
PERSON 9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
35,714,290
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,714,290
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.0%
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
35,714,290
OWNED BY
EACH 9
SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
35,714,290
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,714,290
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.0%
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
35,714,290
OWNED BY
EACH 9
SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
35,714,290
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,714,290
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.0%
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
35,714,290
OWNED BY
EACH 9
SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
35,714,290
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,714,290
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.0%
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
35,714,290
OWNED BY
EACH 9
SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
35,714,290
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,714,290
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.0%
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
35,714,290
OWNED BY
EACH 9
SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
35,714,290
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. 50
TO SCHEDULE 13D
This amended statement on Schedule 13D (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"). Items 3, 4 and 5 of
this Statement, previously 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 previously 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 previously on this Statement, Harold C. Simmons
(collectively, the "Reporting Persons"), are hereby amended as set forth below.
Item 3. Source and Amount of Funds or Other Consideration
No change except for the addition of the following:
The total amount of funds required by Valhi to acquire the Shares
reported in Item 5(c) was $7,699,205 (including commissions). Such funds were
or will be provided by Valhi's cash on hand and no funds were borrowed for such
purpose.
Item 4. Purpose of Transaction.
No change except for the addition of the following:
Valhi 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, 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.
Item 5. Interest in Securities of the Issuer.
No change except for the addition of the following:
(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 26,649,510 Shares, or
approximately 52.2% 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 35,714,290 Shares, or approximately 70.0% 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.
(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 -----------------
---- ----------------
<C> <C> <C>
12/29/94 10,000 11.8750
12/29/94 22,500 12.0000
12/29/94 29,000 12.0625
12/30/94 200 12.0000
12/30/94 21,500 12.2500
01/03/95 10,000 12.2500
01/03/95 20,500 12.3750
01/04/95 523,900 12.0000
</TABLE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: January 6, 1995
By: /s/ Harold C. Simmons
Harold C. Simmons,
Signing in the capacities
listed on Schedule "A" attached
hereto and incorporated herein
by reference.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: January 6, 1995
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: January 6, 1995
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:
TREMONT CORPORATION
