SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 55)*
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 75240-2694
(972) 233-1700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 9, 1997
(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. [ ]
*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. 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 (SEE
INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 9,064,780
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
9,064,780
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
9,064,780
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.7%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
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 (SEE
INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC and BK
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 37,871,890
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
37,871,890
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
37,871,890
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.0%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
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 (SEE
INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 37,871,890
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
37,871,890
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
37,871,890
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.0%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
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 (SEE
INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 37,871,890
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
37,871,890
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
37,871,890
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.0%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
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 (SEE
INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 37,871,890
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
37,871,890
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
37,871,890
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.0%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
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 (SEE
INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 37,871,890
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
37,871,890
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
37,871,890
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.0%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
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 (SEE
INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 37,871,890
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
37,871,890
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
37,871,890
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.0%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
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 (SEE
INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 37,871,890
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
37,871,890
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
37,871,890
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.0%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
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 (SEE
INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 37,871,890
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
37,871,890
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
37,871,890
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.0%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
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(SEE
INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS(SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 37,871,890
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
37,871,890
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
37,871,890
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ X ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.0%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
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(SEE
INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS(SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 37,941,365
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
37,941,365
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ X ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
IN
AMENDMENT NO. 55
TO SCHEDULE 13D
This statement on Schedule 13D is hereby amended and restated in its
entirety as set forth below, except for Items 3 and 4, which are amended but not
restated (collectively, this "Statement").
Item 1. Security and Issuer.
This Statement relates to shares (the "Shares") of common stock, par value
$0.125 per share, of NL Industries, Inc., a New Jersey corporation (the
"Company"). The principal executive offices of the Company are located at Two
Greenspoint Plaza, 16825 Northchase Drive, Suite 1200, Houston, Texas 77060-
2544.
Item 2. Identity and Background.
(a) This Statement is filed by (i) Tremont Corporation ("Tremont") and
Valhi, Inc. ("Valhi") as the direct holders of Shares, (ii) by virtue of the
direct and indirect ownership of securities of Tremont and Valhi (as described
below in this Statement), Valhi Group, Inc. ("VGI"), National City Lines, Inc.
("National"), NOA, Inc. ("NOA"), Dixie Holding Company ("Dixie Holding"), Dixie
Rice Agricultural Corporation, Inc. ("Dixie Rice"), Southwest Louisiana Land
Company, Inc. ("Southwest"), Contran Corporation ("Contran"), the Combined
Master Retirement Trust (the "CMRT") and (iii) by virtue of his positions with
Contran and certain of the other entities (as described in 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 direct holders of approximately 56.3% and 17.7%,
respectively, of the 51,146,214 Shares outstanding as of August 1, 1997
according to the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997 (the "Outstanding Shares"). Valhi and Tremont together may be
deemed to control the Company. VGI, National, the Harold Simmons Foundation,
Inc. (the "Foundation"), the Contran Deferred Compensation Trust No. 2 (the
"CDCT No. 2") and Valmont Insurance Company ("Valmont") are the direct holders
of approximately 34.4%, 5.1%, 3.6%, 3.4% and 0.4%, respectively, of the
outstanding Tremont common stock. Together, VGI and National may be deemed to
control Tremont. Valhi is the direct holder of 100% of the outstanding stock of
Valmont and may be deemed to control Valmont. VGI, National and Contran are the
direct holders of approximately 74.7%, 10.0% and 7.4%, respectively, of the
outstanding common stock of Valhi. Together, VGI, National and Contran may be
deemed to control Valhi. National, NOA and Dixie Holding are the direct holders
of approximately 73.3%, 11.4% and 15.3%, respectively, of the outstanding common
stock of VGI. Together, National, NOA and Dixie Holding may be deemed to control
VGI. Contran and NOA are the direct holders of approximately 85.7% and 14.3%,
respectively, of the outstanding common stock of National and together may be
deemed to control National. Contran and Southwest are the direct holders of
approximately 49.9% and 50.1%, respectively, of the outstanding common stock of
NOA and together may be deemed to control NOA. Dixie Rice is the direct holder
of 100% of the outstanding common stock of Dixie Holding and may be deemed to
control Dixie Holding. Contran is the direct 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.
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.
Substantially all of Contran's outstanding voting stock is held directly 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
each of the Trusts, Mr. Simmons has the power to vote and direct the disposition
of the shares of Contran stock held directly by each of the Trusts. Mr.
Simmons, however, disclaims beneficial ownership of such shares.
The CMRT directly holds approximately 0.1% of the outstanding shares of
Valhi and Tremont common stock, respectively. The CMRT 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 CMRT and sole member of the trust investment
committee for the CMRT. Mr. Simmons is a participant in one or more of the
employee benefit plans that invest through the CMRT. Mr. Simmons, however,
disclaims beneficial ownership of the shares of Valhi and Tremont commons stock
held directly by the CMRT, except to the extent of his vested beneficial
interest therein.
By virtue of the holding of the offices, the stock ownership and his
service as trustee, all as described above, (a) Mr. Simmons may be deemed to
control the entities described above and (b) Mr. Simmons and certain of such
entities may be deemed to possess indirect beneficial ownership of Shares
directly held by certain of such other entities. However, Mr. Simmons disclaims
such beneficial ownership of the Shares beneficially owned, directly or
indirectly, by any of such entities.
The Foundation directly holds approximately 3.6% of the outstanding Tremont
common stock. The Foundation is a tax-exempt foundation organized for
charitable purposes. Harold C. Simmons is the chairman of the board and chief
executive officer of the Foundation and may be deemed to control the Foundation.
Mr. Simmons, however, disclaims beneficial ownership of any Shares held directly
by the Foundation.
The CDCT No. 2 directly holds approximately 3.4% of the outstanding shares
of Tremont common stock. NationsBank of Texas, N.A. serves as the trustee of
the CDCT No. 2. Contran established the CDCT No. 2 as an irrevocable "rabbi
trust" to assist Contran in meeting certain deferred compensation obligations
that it owed to Harold C. Simmons. If the CDCT No. 2 assets are insufficient to
satisfy such obligations, Contran is obligated to satisfy the balance of such
obligations as they come due. Due to the terms of the CDCT No. 2, the CDCT No.
2 (i) retains the sole power to vote the shares of Tremont common stock held
directly by the CDCT No. 2, (ii) retains sole dispositive power over such shares
and (iii) may be deemed the indirect beneficial owner of such shares.
Valmont and the Company directly own 1,000,000 shares and 1,186,200 shares,
respectively, of Valhi common stock. The Reporting Persons understand that the
shares of Valhi common stock owned by Valmont and the Company are treated as
treasury stock by Valhi for voting purposes and for the purposes of this
Statement are not deemed outstanding.
Harold C. Simmons' spouse is the direct owner of 69,475 Shares or
approximately 0.1% of the Outstanding Shares. Mr. Simmons may be deemed to
share indirect beneficial ownership of such Shares. Mr. Simmons disclaims all
such beneficial ownership.
Certain information concerning the directors and executive officers of the
Reporting Persons, including offices held by Mr. Simmons, is set forth on
Schedule B attached hereto and incorporated herein by reference.
(b) The principal office of Tremont is 1999 Broadway, Suite 4300, Denver,
Colorado 80202. The principal offices of Valhi, VGI, National, NOA, Dixie
Holding, Southwest, Dixie Rice, Contran and the CMRT are located at, and the
business address of Harold C. Simmons is, Three Lincoln Centre, 5430 LBJ
Freeway, Suite 1700, Dallas, Texas 75240-2697. The principal business address
of Dixie Rice is 600 Pasquiere Street, Gueydan, Louisiana 70542. The principal
business address of Southwest is 402 Canal Street, Houma, Louisiana 70360. The
business addresses of the remaining directors and executive officers of the
Reporting Persons are set forth on Schedule B to this Statement and incorporated
herein by reference.
(c) Tremont is primarily engaged through its subsidiaries (other than the
Company) in the titanium metals business.
Valhi is primarily engaged through its subsidiaries (other than the
Company) in the component products and waste management industries.
VGI does not engage in any business activity other than holding shares of
Valhi and Tremont common stock and notes receivable.
National holds notes receivable and is primarily engaged directly or
through subsidiaries (other than VGI and its subsidiaries) in real estate, oil
and gas activities and the rental and sales of compressors and related products.
Dixie Holding does not engage in any business activity other than holding
common stock of VGI and preferred stock of Contran.
NOA holds investments in land, securities and notes receivable.
Dixie Rice is primarily engaged in (other than through Dixie Holding and
its subsidiaries) land management, agriculture and oil and gas activities.
Southwest is primarily engaged in (other than through NOA and its
subsidiaries) land management, agriculture and oil and gas activities.
Contran is a diversified holding company primarily engaged through its
subsidiaries (other than through its subsidiaries as described above) in the
production of, among other things, steel fabricated wire products, industrial
wire and carbon steel rod.
The CMRT is a collective investment trust formed by Valhi to permit the
collective investment by trusts that fund various qualified pension and profit
sharing plans maintained by Valhi and related companies. The employee benefit
plans funded by the trusts participating in the CMRT are subject to the
provisions of the Employee Retirement Income Security Act of 1974, as amended.
(d) None of the Reporting Persons or, to the best knowledge of such
persons, any of the persons named in Schedule B to this Statement has been
convicted in a criminal proceeding in the past five years (excluding traffic
violations or similar misdemeanors).
(e) None of the Reporting Persons or, to the best knowledge of such
persons, any person named in Schedule B to this Statement, was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Tremont, Valhi, National, Dixie Holding and Contran, are Delaware
corporations. VGI is a Nevada corporation. NOA is a Texas corporation. Dixie
Rice and Southwest are Louisiana corporations. The CMRT is governed by the laws
of the State 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 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 $6,046,203.75 (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 (the "SoGen
Facility") dated as of December 20, 1995 between Valhi and Societe Generale,
Southwest Agency ("SoGen"), as amended.
The Reporting Persons understand that the funds required by the persons
named in Schedule B to this Statement to acquire Shares were from such persons'
personal funds.
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 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 of this Statement, 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 (other than Harold C. Simmons) 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 that 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, Tremont and Harold C. Simmons' spouse are the direct beneficial
owners of 28,807,110, 9,064,780 and 69,475 of the Shares, respectively.
By virtue of the relationships described under Item 2 of this Statement:
(1) In addition to the 28,807,110 Shares (approximately 56.3% of the
Outstanding Shares) that Valhi holds directly, Valhi may be deemed to be
the beneficial owner of the 9,064,780 Shares (approximately 17.7% of the
Outstanding Shares) directly held by Tremont;
(2) VGI, National, Dixie Holding, NOA, Dixie Rice, Southwest, Contran
and the CMRT may each be deemed to be the beneficial owner of the
37,871,890 Shares (approximately 74.0% of the Outstanding Shares) directly
held by Valhi and Tremont; and
(3) Harold C. Simmons may be deemed to be the beneficial owner of the
37,941,365 Shares (approximately 74.2% of the Outstanding Shares) directly
held by Valhi, Tremont and Mr. Simmons' spouse.
Except to the extent of his vested beneficial interest in Shares directly held
by the CMRT, Mr. Simmons disclaims beneficial ownership of all Shares.
The Reporting Persons understand, based on ownership filings with the
Securities and Exchange Commission (the "Commission") or upon information
provided by the persons listed on Schedule B to this Statement, that such
persons may be deemed to own personally and beneficially the Shares as indicated
on Schedule C to this Statement.
(b) By virtue of the relationships described in Item 2:
(1) Tremont may be deemed to share the power to vote and direct the
disposition of the Shares directly held by Tremont;
(2) Valhi, VGI, National, Dixie Holding, NOA, Dixie Rice and
Southwest, Contran and the CMRT may each be deemed to share the power to
vote and direct the disposition of the Shares directly held by Valhi and
Tremont; and
(3) Harold C. Simmons may be deemed to share the power to vote and
direct the disposition of the Shares directly held by Valhi, Tremont and
Mr. Simmons' spouse.
(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.
Approximate Price
Per Share
(exclusive of
Date Amount of Shares commissions)
- --------- ---------------- -----------------
09/02/97 400 $13.3750
09/02/97 1,500 13.5000
09/03/97 16,600 13.7500
09/04/97 4,300 14.0000
09/05/97 500 14.0000
09/05/97 2,200 14.0625
09/05/97 3,900 14.1250
09/08/97 500 14.4375
09/08/97 2,500 14.8750
09/08/97 1,300 14.9375
09/08/97 18,400 15.0000
09/09/97 30,600 15.0000
09/10/97 3,500 15.0000
09/11/97 12,600 15.0000
09/12/97 8,900 15.0000
09/15/97 2,700 15.0000
09/17/97 12,000 15.7500
Approximate Price
Per Share
(exclusive of
Date Amount of Shares commissions)
- --------- ---------------- -----------------
09/23/97 13,000 15.7500
09/24/97 2,400 15.7500
09/26/97 3,400 15.5000
09/26/97 4,200 15.7500
09/29/97 200 15.7500
09/30/97 6,800 15.9375
09/30/97 28,700 16.0000
10/01/97 300 16.0000
10/09/97 700 15.9375
10/09/97 89,300 16.0000
10/13/97 1,000 15.9375
10/13/97 10,000 16.0000
10/15/97 50,000 15.2500
10/16/97 34,000 15.2500
10/17/97 3,800 15.1250
10/20/97 20,000 16.2500
(d) Each of Valhi, Tremont and Mr. Simmons' spouse has the right to
receive and the power to direct the receipt of dividends from, and proceeds from
the sale of, the Shares directly held by such entity or person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Borrowings under the SoGen Facility bear interest at the rate announced
publicly from time to time by SoGen as its prime rate or at a rate of 1.5% over
the LIBOR (the one, two, three or six month rate at Valhi's option), are due
March 16, 1998 or such extended maturity date as may be mutually agreed to, and
are collateralized by certain Shares. As of September 30, 1997, no money had
been borrowed under the SoGen Facility and Valhi had pledged 4,787,210 Shares
under the SoGen Facility. The foregoing summary of the SoGen Facility is
qualified in its entirety by reference to Exhibits 1 through 3 to this
Statement, which are incorporated herein by this reference.
Other than as set forth above, none of the Reporting Persons or, to the
best knowledge of such persons, any person named in Schedule B to this Statement
has any contract, arrangement, understanding or relationship (legal or
otherwise) with any person with respect to securities of the Company, including,
but not limited to, transfer or voting of any such securities, finder's fees,
joint ventures, loans or option arrangements, puts or calls, guarantees of
profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Credit Agreement dated as of December 20, 1995 between Valhi,
Inc. and Societe Generale, Southwest Agency (incorporated by
reference to Exhibit 9 to Amendment No. 53 to this Statement).
Exhibit 2* First Amendment Agreement dated as of December 4, 1996 between
Valhi, Inc. and Societe Generale, Southwest Agency.
Exhibit 3* Second Amendment Agreement dated as of March 17, 1997 between
Valhi, Inc. and Societe Generale, Southwest Agency.
- ----------
* Filed herewith.
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: October 22, 1997
/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: October 22, 1997
/s/ J. Landis Martin
--------------------------------
J. Landis Martin
Signing in the capacity 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: October 22, 1997
/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, in his individual capacity and as trustee of THE COMBINED
MASTER RETIREMENT TRUST
J. LANDIS MARTIN, as Chairman of the Board, Chief Executive Officer and
President of TREMONT CORPORATION.
STEVEN L. WATSON, as Vice President of each of:
CONTRAN CORPORATION
DIXIE RICE AGRICULTURAL CORPORATION, INC.
DIXIE HOLDING COMPANY
NATIONAL CITY LINES, INC.
NOA, INC.
VALHI, INC.
VALHI GROUP, INC.
SOUTHWEST LOUISIANA LAND COMPANY, 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"), Valhi, Inc. ("Valhi"), Tremont Corporation ("Tremont") and their
present principal occupations are set forth below. Except as otherwise
indicated, each such person is a citizen of the United States of America and the
business address of each such person is 5430 LBJ Freeway, Suite 1700, Dallas,
Texas 75240.
Name Present Principal Occupation
- ----------------------------- ---------------------------------
Susan E. Alderton (1) Vice President and Treasurer of
NL Industries, Inc. (the
"Company"); Director of Tremont.
Eugene K. Anderson Vice President of Contran, Dixie
Holding, NOA, National VGI and
Valhi.
Richard J. Boushka (2) Director of Tremont; Principal of
Boushka Properties (private
investment firm).
F. Murlyn Broussard (3) Treasurer of Southwest.
Joseph S. Compofelice (4) Director, Vice President and
Chief Financial Officer of the
Company, Tremont and Titanium
Metals Corporation (titanium
metals manufacturer) ("TIMET");
Executive Vice President of
Valhi.
Norman S. Edelcup (5) Director of Valhi; Chairmen of
the Board of Item Processing of
America Inc. (processing service
bureau).
Kenneth R. Ferris (6) Director of Valhi; Distinguished
Professor at the American
Graduate School of International
Management.
J. Mark Hollingsworth General Counsel of Contran, Dixie
Holding, Dixie Rice, NOA,
National, Southwest, VGI and
Valhi.
William J. Lindquist Vice President and Tax Director
of Contran, Dixie Holding, Dixie
Rice, NOA, National, Southwest,
VGI and Valhi.
J. Landis Martin (4) Director, President and Chief
Executive Officer of the Company,
Tremont and TIMET.
Andrew McCollam, Jr. (3) Director of Dixie Rice; President
and Director of Southwest;
Private Investor.
Harold M. Mire (7) President of Dixie Rice; Vice
President and General Manager of
Southwest.
J. Thomas Montgomery, Jr. (8) Vice President-Controller and
Treasurer of Tremont
Robert E. Musgraves (8) Vice President, General Counsel
and Secretary of Tremont and
TIMET.
Bobby D. O'Brien Vice President and Treasurer of
Contran, Dixie Holding, NOA,
National, VGI and Valhi; Vice
President of Dixie Rice and
Southwest.
Glenn R. Simmons Vice Chairman of the Board and
Director of Contran, Dixie
Holding, NOA, National, VGI and
Valhi; Director of the Company
and Tremont; Director and
Executive Vice President of
Southwest and Dixie Rice;
Director and Chairman of the
Board of Keystone Consolidated
Industries, Inc. ("Keystone")
(steel fabricated wire products,
industrial wire and carbon steel
rod manufacturer).
Harold C. Simmons Chairman of the Board, Chief
Executive Officer, Director and
President of Contran, Dixie
Holding, NOA, National, VGI and
Valhi; Chairman of the Board,
Chief Executive Officer and
Director of Dixie Rice and
Southwest; Director and Chairman
of the Board of NL; Director of
Tremont.
Robert W. Singer Vice President of Contran and
Valhi; President and Chief
Executive Officer of Keystone
Richard A. Smith (7) Director and Treasurer of Dixie
Rice.
Thomas P. Stafford (9) Director of Tremont; Co-founder
of Stafford, Burke and Hecker,
Inc. (consulting); Chairman of
the Board of Omega Watch
Corporation of America (watch
manufacturer).
Avy H. Stein (10) Director of Tremont; Managing
Partner of Willis, Stein &
Partners (equity investments).
Gregory M. Swalwell Controller of Contran, Dixie
Holding, NOA, National,
Southwest, VGI and Valhi.
J. Walter Tucker, Jr. (11) Director of Valhi; President,
Treasurer and Director of Tucker
& Branham, Inc. (mortgage banking
insurance and real estate); Vice
Chairman of the Board of
Keystone.
Steven L. Watson Vice President and Secretary of
Contran, Dixie Holding, Dixie
Rice, NOA, National, Southwest,
VGI and Valhi.
- ----------
(1) The principal business address for Ms. Alderton is 70 East 55th Street,
11th Floor, New York, New York 10022. Ms. Alderton is a citizen of the
United Kingdom.
(2) The principal business address for Mr. Boushka is 7701 East Kellogg, Suite
650, Wichita, Kansas 67207.
(3) The principal business address for this person is 402 Canal Street, Houma,
Louisiana 70360.
(4) The principal business address for this person is Two Greenspoint Plaza,
16825 Northchase Drive, Suite 1200, Houston, Texas 77060.
(5) The principal business address for Mr. Edelcup is 5190 N.W. 167th Street,
Suite 300, Miami, Florida 33014
(6) The principal business address for Dr. Ferris is 15249 North 59th Avenue,
Glendale, Arizona 85306-6000.
(7) The principal business address for this person is 600 Pasquiere Street,
Gueydan, Louisiana 70542-0010.
(8) The principal business address for this person is 1999 Broadway, Suite
4300, Denver, Colorado 80202.
(9) The principal business address for Mr. Stafford is 1006 Cameron Street,
Alexandria, Virginia 22314.
(10) The principal business address for Mr. Stein is 227 West Monroe, Chicago,
Illinois 60607.
(11) The principal business address for Mr. Tucker is 400 E. Central Boulevard,
Orlando, Florida 32801.
SCHEDULE C
Based upon ownership filings with the 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:
Name Shares Held Options Held (1)
- ------------------------------ ---------------- ----------------
Susan E. Alderton 40,109.45 107,382
Eugene K. Anderson -0- -0-
Richard J. Boushka -0- -0-
F. Murlyn Broussard -0- -0-
Joseph S. Compofelice 36,240 87,000
Norman S. Edelcup -0- -0-
Kenneth R. Ferris (2) 2,200 -0-
J. Mark Hollingsworth (3) 500 -0-
William J. Lindquist -0- -0-
J. Landis Martin 82,338.4061 828,277
Andrew McCollam, Jr. -0- -0-
Harold M. Mire -0- -0-
J. Thomas Montgomery, Jr. (4) 9,500 -0-
Robert E. Musgraves -0- -0-
Bobby D. O'Brien -0- -0-
Glenn R. Simmons 6,800 -0-
Harold C. Simmons (5) 69,475 -0-
Robert W. Singer (6) 10,000 -0-
Richard A. Smith -0- -0-
Thomas P. Stafford -0- -0-
Avy H. Stein 15,000 -0-
Gregory M. Swalwell -0- -0-
J. Walter Tucker, Jr. -0- -0-
Steven L. Watson 11,000 -0-
- ----------
(1) Represents Shares issuable pursuant to the exercise within 60 days of the
date of this Statement of stock options.
(2) The Reporting Persons understand the Shares indicated as held by Kenneth R.
Ferris comprise 2,200 Shares held in his individual retirement account.
(3) The Reporting Persons understand the Shares indicated as held by J. Mark
Hollingsworth comprise 500 Shares held in his individual retirement
account.
(4) The Reporting Persons understand that the Shares indicated as held by J.
Thomas Montgomery, Jr. include 9,200 Shares held in his individual
retirement account.
(5) Mr. Simmons' spouse directly owns these Shares. Mr. Simmons may be deemed
to possess indirect beneficial ownership of certain other Shares as
described in Item 5(a) of this Statement. Except to the extent of his
vested beneficial interest in Shares directly held by the CMRT, Mr. Simmons
disclaims beneficial ownership of all Shares.
(6) The Reporting Persons understand that the Shares indicated as held by
Robert W. Singer comprise 10,000 Shares held in his individual retirement
account.
EXHIBIT INDEX
Exhibit 1 Credit Agreement dated as of December 20, 1995 between
Valhi, Inc. and Societe Generale, Southwest Agency (incorporated
by reference to Exhibit 9 to Amendment No. 53 to this Statement).
Exhibit 2* First Amendment Agreement dated as of December 4, 1996 between
Valhi, Inc. and Societe Generale, Southwest Agency.
Exhibit 3* Second Amendment Agreement dated as of March 17, 1997 between
Valhi, Inc. and Societe Generale, Southwest Agency.
- ----------
* Filed herewith.
FIRST AMENDMENT AGREEMENT
This First Amendment Agreement dated as of December 4, 1996 (the
"Amendment") amends the Credit Agreement dated as of December 20, 1995 (the
"Credit Agreement"), between Valhi, Inc., a Delaware corporation (the
"Borrower"), and Societe Generale, Southwest Agency (the "Bank"). Capitalized
terms defined in the Credit Agreement and not otherwise defined herein are used
herein with the meanings so defined.
WHEREAS the Borrower has requested that the Bank extend the Maturity Date
of the Credit Agreement for a period of 90 days and the Bank has agreed to such
extension on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. AMENDMENT OF CREDIT AGREEMENT. The Credit Agreement is hereby amended
by deleting the date "December 17, 1996" from the definition of the term
"Maturity Date" in Section 1.01 thereof, and by substituting therefor the date
"March 17, 1997".
2. REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents and
warrants to the Bank that each of the representations and warranties set forth
in the Credit Agreement are true and correct as of the date of this Amendment.
3. EFFECTIVENESS OF AMENDMENT. This Amendment shall become effective on
the date the Bank has received the following:
(a) a counterpart of this Amendment executed by the Borrower, and
(b) a Certificate of Secretary or Assistant Secretary of the Borrower
which certifies the title, authority and true signature of the officer of the
Borrower executing this Amendment on behalf of the Borrower.
4. COUNTERPARTS. This Amendment may be executed in any number of
counterparts which together shall constitute an instrument.
5. GOVERNING LAW. This Amendment shall be governed by, and construed and
enforced in accordance with, the laws of the State of Texas.
6. ENTIRE AGREEMENT. THIS AMENDMENT AND THE CREDIT AGREEMENT AND OTHER
CREDIT DOCUMENTS CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES PERTAINING
TO THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE ALL PRIOR AND
CONTEMPORANEOUS AGREEMENTS, UNDERTAKINGS, UNDERSTANDINGS, REPRESENTATIONS OR
OTHER ARRANGEMENTS, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, OF THE PARTIES
IN CONNECTION HEREWITH EXCEPT TO THE EXTENT EXPRESSLY INCORPORATED OR
SPECIFICALLY REFERRED TO HEREIN OR THEREIN.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers duly authorized as of the date first
written above.
BORROWER:
VALHI, INC.
/s/ Bobby D. O'Brien
--------------------------------
By: Bobby D. O'Brien
---------------------------
Title: Vice President
-------------------------
BANK:
SOCIETE GENERALE,
SOUTHWEST AGENCY
/s/ Richard M. Lewis
--------------------------------
By: Richard M. Lewis
---------------------------
Title: Vice President
-------------------------
SECOND AMENDMENT AGREEMENT
This Second Amendment Agreement dated as of March 17,1997 (the "Amendment")
amends the Credit Agreement dated as of December 20, 1995, as amended (the
"Credit Agreement"), between Valhi, Inc., a Delaware corporation (the
"Borrower'), and Societe Generale, Southwest Agency (the "Bank"). Capitalized
terms defined in the Credit Agreement and not otherwise defined herein are used
herein with the meanings so defined.
WHEREAS, the Borrower has requested that the Bank (i) extend the Maturity
Date of the Credit Agreement for a period of 364 days and the Bank has agreed to
such extension on the terms and conditions set forth herein and (ii) make other
miscellaneous changes to certain terms and conditions in the Credit Agreement.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. AMENDMENT OF CREDIT AGREEMENT. The Credit Agreement is hereby amended
as follows:
1.1 SECTION 1.01. The definitions of "Debt", "Maturity Date" and
"Subsidiary" contained in Section 1.01 of the Credit Agreement are amended as
follows:
The definition of "Debt" is hereby amended by the addition of the
following provision after the last word of such definition as follows:
"; provided, however, that in no event shall Debt include any
amounts which, by its terms, is non-recourse. Any such
determination of which debt is non-recourse shall be acceptable
to the Bank and its counsel."
The definition of "Maturity Date" is hereby amended by deleting the
date "March 17, 1997" from the definition of the term "Maturity Date" in
Section 1.01 and by substituting therefor the date "March 16, 1998".
The definition of "Subsidiary" is hereby amended by the deletion of
the following provision in the last sentence of such definition:
", provided that each Significant Subsidiary shall always be
deemed to be a Subsidiary for purposes of this Agreement"
1.2 SECTION 5.02. The date of "September 30, 1995" in Section 5.02 (a)(i)
and (a)(iii) shall be deleted and "December 31, 1996" substituted in lieu
thereof.
2. REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents and
warrants to the Bank that each of the representations and warranties set forth
in the Credit Agreement are true and correct as of the date of this Amendment.
3. EFFECTIVENESS OF AMENDMENT. This Amendment shall become effective on
the date the Bank has received the following:
(a) a counterpart of this Amendment executed by the Borrower, and
(b) a Certificate of Secretary or Assistant Secretary of the Borrower
which certifies the title, authority and true signature of the officer of the
Borrower executing this Amendment on behalf of the Borrower.
4. COUNTERPARTS. This Amendment may be executed in any number of
counterparts which together shall constitute an instrument.
5. GOVERNING LAW. This Amendment shall be governed by, and construed and
enforced in accordance with, the laws of the State of Texas.
6. ENTIRE AGREEMENT. THIS AMENDMENT AND THE CREDIT AGREEMENT AND OTHER
CREDIT DOCUMENTS CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES PERTAINING TO
THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE ALL PRIOR AND
CONTEMPORANEOUS AGREEMENTS, UNDERTAKINGS, UNDERSTANDINGS, REPRESENTATIONS OR
OTHER ARRANGEMENTS, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, OF THE PARTIES
IN CONNECTION HEREWITH EXCEPT TO THE EXTENT EXPRESSLY INCORPORATED OR
SPECIFICALLY REFERRED TO HEREIN OR THEREIN.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
be executed by their respective officers duly authorized as of the date first
written above.
BORROWER:
VALHI, INC.
/s/ Bobby D. O'Brien
--------------------------------
By: Bobby D. O'Brien
---------------------------
Title: Vice President
-------------------------
BANK:
SOCIETE GENERALE,
SOUTHWEST AGENCY
/s/ Richard M. Lewis
--------------------------------
By: Richard M. Lewis
---------------------------
Title: Vice President
-------------------------
