SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 54)*
NL INDUSTRIES, INC.
(Name of Issuer)
Common Stock, $0.125 par value
(Title of Class of Securities)
629156407
(CUSIP Number)
STEVEN L. WATSON
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)
May 29, 1996
(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).
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 and BK
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
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 37,195,090
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 37,195,090
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,195,090
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72.8%
14 TYPE OF REPORTING PERSON*
CO
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
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9,064,780
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 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)
17.7%
14 TYPE OF REPORTING PERSON*
CO
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
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 37,195,090
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 37,195,090
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,195,090
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72.8%
14 TYPE OF REPORTING PERSON*
CO
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
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 37,195,090
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 37,195,090
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,195,090
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72.8%
14 TYPE OF REPORTING PERSON*
CO
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
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 37,195,090
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 37,195,090
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,195,090
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72.8%
14 TYPE OF REPORTING PERSON*
CO
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
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 37,195,090
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 37,195,090
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,195,090
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72.8%
14 TYPE OF REPORTING PERSON*
CO
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
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 37,195,090
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 37,195,090
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,195,090
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72.8%
14 TYPE OF REPORTING PERSON*
CO
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
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 37,195,090
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 37,195,090
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,195,090
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72.8%
14 TYPE OF REPORTING PERSON*
CO
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
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 37,195,090
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 37,195,090
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,195,090
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72.8%
14 TYPE OF REPORTING PERSON*
CO
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
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 37,195,090
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 37,195,090
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,195,090
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72.8%
14 TYPE OF REPORTING PERSON*
EP
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
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 37,264,565
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 37,264,565
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
AMENDMENT NO. 54
TO SCHEDULE 13D
This amended statement on Schedule 13D (this "Statement") relates to the
shares of common stock, $0.125 par value per share (the "Shares"), of NL
Industries, Inc., a New Jersey corporation (the "Company" or "NL"). Items 2, 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 (the
`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 2. Identity and Background.
Item 2(a) is amended and restated as follows:
(a) Valhi and Tremont are the direct holders of approximately 55.0% and
17.7%, respectively, of the outstanding common stock of the Company. Valhi and
Tremont together may be deemed to control the Company. VGI, National, Contran,
the Company and Valmont Insurance Company ("Valmont") are the holders of
approximately 35.3%, 4.7%, 3.2%, 0.5% and 0.4%, respectively, of the outstanding
Tremont common stock. The Tremont shares held by Contran include 2.1% of the
outstanding Tremont common stock directly held by the Contran Deferred
Compensation Trust No. 2 (the `CDCT No. 2''), a trust established by Contran as
an irrevocable `rabbi trust'' to assist Contran in meeting certain deferred
compensation obligations that Contran owes Harold C. Simmons. Contran retains
the power to vote shares held by the CDCT No. 2 and shares dispositive power
over such shares with the trustee of the CDCT No. 2. Together, VGI, National
and Contran may be deemed to control Tremont. Valhi is the holder of 100% of
the outstanding stock of Valmont and may be deemed to control Valmont. VGI,
National and Contran are the holders of approximately 75.1%, 10.1% and 6.2%,
respectively, of the outstanding common stock of Valhi. The Valhi shares owned
by Contran include 0.2% of the outstanding Valhi common stock directly owned by
the CDCT No. 2. Together, VGI, National and Contran may be deemed to control
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 two
trusts, the Harold C. Simmons Family Trust No. 1 dated January 1, 1964, and the
Harold C. Simmons Family Trust No. 2 dated January 1, 1964 (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 is a trust formed by Valhi to permit the collective
investment by trusts that 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 that invest through the Master Trust; however, Mr. Simmons disclaims
beneficial ownership of the shares of Valhi common stock held by the Master
Trust, except to the extent of his vested beneficial interest therein.
Mr. Harold C. Simmons is Chairman of the Board, President and Chief
Executive Officer of Valhi, VGI, National, NOA, Dixie Holding and Contran. Mr.
Simmons is also Chairman of the Board and Chief Executive Officer of Dixie Rice
and Southwest. Additionally, Mr. Simmons is Chairman of the Board of the
Company and a Director of Tremont.
By virtue of the holding of such offices, the stock ownership described
above and Mr. Simmons' service as trustee as described above (a) Mr. Simmons may
be deemed to control the Company, Tremont, Valhi, VGI, National, NOA, Dixie
Rice, Dixie Holding, Southwest, and Contran, (b) Mr. Simmons, 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 and (c) Mr.
Simmons, 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 disclaims such beneficial ownership of the Shares
beneficially owned, directly or indirectly, by such entities.
Valmont and the Company hold 1,000,000 shares and 1,186,200 shares,
respectively, of Valhi common stock as of the date of this Statement. The
shares of Valhi common stock that Valmont and the Company own are treated by
Valhi as treasury stock for voting purposes and are not deemed outstanding for
the purposes of this Statement.
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 purchased
by it as reported in Item 5(c) was $7,922,275.00 (including commissions). Such
funds were or will be provided by Valhi's cash on hand, a portion of which
includes and may include borrowings under the Credit Agreement, dated as of
December 20, 1995, between Valhi and Societe Generale, Southwest Agency.
Item 4. Purpose of Transaction.
No change except for the addition of the following:
Valhi purchased the Shares reported in Item 5(c) of this Amendment 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 or persons that may be deemed to be affiliated with
the Reporting Persons, other than the Master Trust, may from time to time
purchase Shares, and any of the Reporting Persons or other entities or persons
that may be deemed to be affiliated with the Reporting Persons 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 17.7% of the 51,105,344 Shares outstanding as of May 6, 1996 (the
"Outstanding Shares"), according to information contained in the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1996 (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 owned by Tremont. Harold
C. Simmons disclaims all such beneficial ownership.
Valhi is the direct beneficial owner of 28,130,310 Shares, or approximately
55.0% 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 37,195,090 Shares,
or approximately 72.8% 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 Trusts, 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 that Harold C. Simmons' spouse is the
direct beneficial owner of 69,475 Shares, or approximately 0.1% of the
Outstanding Shares according to information contained in the Quarterly Report.
Mr. Simmons disclaims beneficial ownership of such Shares.
(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
Date Amount of Shares commissions)
- ---------- ---------------- -----------------
<S> <C> <C>
04/02/96 10,000 $12.750
04/02/96 10,000 13.000
04/03/96 10,000 12.250
04/03/96 10,000 12.500
04/04/96 4,700 12.000
04/08/96 35,300 12.000
04/08/96 2,600 11.750
04/09/96 3,400 11.750
05/29/96 569,500 12.000
</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: June 3, 1996
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: June 5, 1996
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: June 5, 1996
By: /s/ Steven L. Watson
Steven L. Watson
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.
Steven L. Watson as Vice President and Secretary 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:
