SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
TITANIUM METALS CORPORATION
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
888339 10 8
(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)
September 2, 1998
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
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. 888339 10 8
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) [ X ]
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 11,776,775
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
11,776,775
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11,776,775
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
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) [ X ]
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 11,776,775
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
11,776,775
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11,776,775
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
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) [ X ]
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 11,776,775
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
11,776,775
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11,776,775
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
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) [ X ]
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 11,776,775
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
11,776,775
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11,776,775
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
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) [ X ]
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 11,776,775
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
11,776,775
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11,776,775
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
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) [ X ]
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 11,776,775
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
11,776,775
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11,776,775
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
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) [ X ]
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 11,776,775
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
11,776,775
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11,776,775
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
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) [ X ]
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 11,776,775
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
11,776,775
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11,776,775
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
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) [ X ]
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 11,776,775
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
11,776,775
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11,776,775
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
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) [ X ]
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 11,776,775
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
11,776,775
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11,776,775
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
EP
CUSIP No. 888339 10 8
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harold Simmons Foundation, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) [ ]
(b) [ X ]
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 11,776,775
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
11,776,775
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11,776,775
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
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) [ X ]
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 11,776,775
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
11,776,775
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
SCHEDULE 13D
Item 1. Security and Issuer.
This statement (this "Statement") relates to shares of the common stock,
$0.01 par value per share (the "Shares"), of Titanium Metals Corporation (the
"Company"). The principal executive offices of the Company are located at 1999
Broadway, Suite 4300, Denver, Colorado 80202.
Item 2. Identity and Background.
(a) This Statement is filed by (i) Tremont Corporation ("Tremont") as the
direct holder of Shares, (ii) by virtue of the direct and indirect ownership of
securities of Tremont (as described below in this Statement), Valhi, Inc.
("Valhi"), 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 the Harold Simmons Foundation, Inc. (the
"Foundation") 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.
Tremont is the direct holder of approximately 32.6% of the 31,459,405
Shares outstanding as of July 31, 1998 according to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1998 (the "Outstanding
Shares"). Tremont also directly holds an option to purchase from IMI Americas
Inc. 1,508,075 Shares on or before February 15, 1999 at an exercise price of
approximately $7.95 per share (the "IMI Option"). Tremont may be deemed to
control the Company.
Valhi is the direct holder of approximately 48.5% of the outstanding shares
of common stock of Tremont. Valhi may be deemed to control Tremont. VGI,
National and Contran are the direct holders of 81.9%, 9.5% and 0.7% of the
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 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 88.8% and 66.3%
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
established for the benefit of certain of Mr. Harold C. Simmons' children and
grandchildren (the "Trusts"), 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 by each of the Trusts. Mr.
Simmons, however, disclaims beneficial ownership of such shares.
The CMRT directly holds approximately 0.1% of each of the outstanding
shares of Tremont and Valhi common stock. 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 the sole trustee of the CMRT and the 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.
The Foundation directly holds approximately 3.9% of the outstanding Tremont
common stock and 0.5% of the outstanding Valhi 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.
NL Industries, Inc. ("NL") and Valmont Insurance Company ("Valmont")
directly hold approximately 0.6% and 0.5%, respectively, of the outstanding
shares of Tremont common stock. Valhi and Tremont are the direct holders of
approximately 58.4% and 17.6%, respectively, of the outstanding common stock of
NL and together may be deemed to control NL. Valhi is the direct holder of 100%
of the outstanding common stock of Valmont and may be deemed to control Valmont.
The Contran Deferred Compensation Trust No. 2 (the "CDCT No. 2") directly
holds approximately 0.2% of Valhi common stock. Boston Safe Deposit and Trust
Company 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, Contran (i) retains the power to vote the shares of
Valhi common stock held directly by the CDCT No. 2, (ii) retains dispositive
power over such shares and (iii) may be deemed the indirect beneficial owner of
such shares.
Valmont and NL directly own 1,000,000 shares and 1,186,200 shares,
respectively, of Valhi common stock. Pursuant to Delaware law, Valhi treats the
shares of Valhi common stock owned by Valmont and NL as treasury stock for
voting purposes and for the purposes of this Statement are not deemed
outstanding.
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, chairman of the board of NL and a director of Tremont.
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 Tremont. However, Mr. Simmons disclaims beneficial ownership
of the Shares beneficially owned, directly or indirectly, by any of such
entities.
Harold C. Simmons' spouse is the direct owner of 3,747 shares of Tremont
common stock and 77,000 shares of Valhi common stock. 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 and Contran, the CMRT and the Foundation 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 principally engaged through the Company in the production
of titanium metal products, through NL in the production of titanium dioxide
pigments and through other companies in real estate development.
In addition to activities engaged in through Tremont, the Company and NL,
Valhi is engaged through other companies in the ergonomic computer support
systems, precision ball bearing slides, locking systems and waste management
industries.
In addition to activities engaged in through Valhi and the other companies
they may be deemed to control, as described above, and in addition to holding
the securities described above, (i) VGI is engaged in holding notes receivable;
(ii) National is engaged in holding notes receivable and, directly or through
other companies, in real estate, oil and gas activities and the rental and sales
of compressors and related products; (iii) Dixie Holding is engaged in holding
preferred stock of Contran; (iv) NOA is engaged in real estate and holding notes
receivable; (v) Dixie Rice is engaged in land management, agriculture and oil
and gas activities; (vi) Southwest is engaged in land management, agriculture
and oil and gas activities; and (vii) Contran is engaged through other companies
in the production of, among other things, steel rod, wire and wire products.
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. 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.
The Foundation is a tax-exempt foundation organized for charitable
purposes.
(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) Contran, Dixie Holding, National, Valhi and Tremont are Delaware
corporations. VGI is a Nevada corporation. NOA is a Texas corporation and the
Foundation is a Texas non-profit 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
the persons named on Schedule B to this Statement are citizens of the United
States, except as otherwise indicated on such Schedule.
Item 3. Source and Amount of Funds or Other Consideration.
The total amount of funds Tremont used to acquire the Shares purchased by
it as reported in Item 5(c) was $9,588,003.75 (including commissions). Such
funds were provided by Tremont's cash on hand. In addition, prior to the
Company's 1996 initial pubic offering of Shares (the "IPO"), Tremont and its
predecessors invested certain amounts from time to time to acquire the remaining
Shares held by Tremont as reported in Item 5(a).
Item 4. Purpose of Transaction.
Tremont purchased the Shares reported in Item 5(c) of this Schedule 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,
other than the CMRT, 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 information included in Item 6 of this Statement is hereby incorporated
herein by reference.
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.
Certain of the persons named in Schedule B to this Statement, namely
Messrs. J. Landis Martin, J. Thomas Montgomery, Jr., Robert E. Musgraves, Joseph
S. Compofelice and Thomas P. Stafford are executive officers and/or directors of
the Company and may acquire Shares from time to time pursuant to employee
benefit plans that the Company sponsors or other compensation arrangements with
the Company.
Except as described in this Item 4, none of the Reporting Persons nor, to
the best knowledge of such persons, any other person named in Schedule B to this
Statement has formulated any plans or proposals which relate to or would result
in any matter required to be disclosed in response to paragraphs (a) through (j)
of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Tremont is the beneficial owner of 11,776,775 Shares (including
1,508,075 Shares that Tremont may acquire on or before February 15, 1999
pursuant to the IMI Option).
By virtue of the relationships described under Item 2 of this Statement,
Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest, Contran, the
CMRT, the Foundation and Harold C. Simmons may each be deemed to be the
beneficial owner of the 11,776,775 Shares (approximately 37.4% of the
Outstanding Shares) beneficially owned by Tremont.
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 beneficially the Shares as indicated on Schedule C
to this Statement.
(b) By virtue of the relationships described in Item 2, Tremont, Valhi,
VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest, Contran, the CMRT, the
Foundation and Mr. Harold C. Simmons may each be deemed to share the power to
vote and direct the disposition of the 10,268,700 Shares directly held by
Tremont.
(c) The table below sets forth purchases of the Shares by the Reporting
Persons during the last 60 days. Tremont purchased all of the following Shares
on the New York Stock Exchange, Inc.
Approximate Price
Per Share
(exclusive of
Date Amount of Shares commissions)
- -------------- ---------------- -----------------
08/24/98 130,000 $13.4375
08/25/98 5,000 $13.4375
08/25/98 5,000 $13.5000
08/25/98 10,000 $13.6250
08/25/98 20,000 $13.7500
08/26/98 28,000 $13.0000
08/26/98 5,000 $13.1250
08/26/98 10,000 $13.2500
08/26/98 217,800 $13.0000
08/26/98 1,800 $13.0000
08/27/98 3,000 $12.2500
08/27/98 10,000 $12.5000
08/27/98 5,000 $12.7500
08/28/98 20,000 $11.8750
08/28/98 5,000 $12.0000
08/31/98 3,300 $11.5000
08/31/98 15,000 $11.8750
08/31/98 10,000 $12.0000
09/01/98 900 $11.8750
09/02/98 238,900 $12.4375
(d) Tremont has the right to receive and the power to direct the receipt
of dividends from, and proceeds from the sale of, 10,268,700 of the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
In connection with the Company's 1996 acquisition (the "IMI Titanium
Acquisition") of the titanium business of IMI plc ("IMI"), the Company and
Tremont entered into a Shareholders' Agreement, dated February 15, 1996, among
the Company, Tremont, IMI, IMI Kynoch Ltd. and IMI Americas, Inc., as amended by
the Amendment to Shareholders' Agreement, dated March 29, 1996, among the
Company, Tremont, IMI, IMI Kynoch Ltd. and IMI Americas, Inc. (collectively, the
"Shareholders Agreement"). The description of the Shareholders Agreement is
qualified in its entirety by reference to Exhibits 1 and 2 to this Schedule,
which are incorporated into this Statement by reference.
The Shareholders Agreement regulates certain matters relating to the
governance of the Company as among the Company, Tremont and its affiliates, and
IMI and its affiliates. Certain rights granted to Tremont and IMI and their
permitted transferees (collectively, "Holders") under the Shareholders'
Agreement depend on the percentage of the outstanding Shares held at any given
time. With respect to representation on the Company's board of directors, the
Shareholders' Agreement generally provides that each party shall vote its Shares
in favor of four nominees of Tremont for the board of directors so long as
Tremont holds at least 30% of the outstanding Shares. In addition, each party
shall vote its Shares in favor of two nominees of any Holder of 20% or more of
the outstanding Shares (a "20% Holder"); and one nominee of a Holder of 10% or
more of the outstanding Shares (a "10% Holder").
The Company has agreed in the Shareholders' Agreement that, without the
approval of each 20% and 10% Holder, it shall not cause or permit the
dissolution or liquidation of the Company or any of its subsidiaries or the
filing by the Company of a petition in bankruptcy or the commencement by the
Company of any other proceeding seeking relief from its creditors. The Company
has also agreed to provide each 10% Holder certain periodic information about
the Company and its subsidiaries, which right is subject to confidentiality
restrictions.
The Shareholders' Agreement also provides for: (i) certain limitations on
the rights of a Holder to transfer its Shares; (ii) restrictions on the ability
of a Holder to transfer certain of the rights accorded by the Shareholders'
Agreement; (iii) the grant of the IMI Option; (iv) the arbitration of certain
disputes arising under the Shareholders' Agreement; and (v) the termination of
the Shareholders' Agreement in the event no Holder of 5% of the outstanding
Shares exists.
In connection with the IMI Titanium Acquisition, IMI Americas, Inc. granted
Tremont the IMI Option, giving Tremont the right to acquire 2,012,920 Shares.
Concurrently with the grant of the IMI Option, Tremont assigned certain rights
to acquire 503,230 Shares from IMI to Union Titanium Sponge Corporation
("UTSC"), which held 25% of the Shares outstanding at the time. In connection
with the IPO, Tremont relinquished its right to acquire 1,615 Shares under the
original IMI Option, which Shares IMI sold in the IPO. UTSC's portion of the
IMI Option reverts to Tremont if not exercised by UTSC on or prior to February
11, 1999.
Under the Shareholders' Agreement, IMI, Tremont and each of their
affiliates are entitled to certain rights with respect to the registration under
the Securities Act of 1933, as amended (the "Securities Act"), of the Shares
they each hold. The Shareholders' Agreement generally provides, subject to
certain limitations, that (i) 10% Holders shall have two rights, only one of
which can be on a Registration Statement on Form S-1, to require the Company to
register under the Securities Act an amount of not less than $25 million of
registrable securities; and (ii) if the Company proposes to register any
securities under the Securities Act (other than a registration on Form S-4 or
Form S-8, or any successor or similar form), whether or not pursuant to
registration rights granted to other holders of its securities and whether or
not for sale for its own account, IMI, Tremont and each of their affiliates have
the right to require the Company to include in such registration the registrable
securities held by them or their permitted transferees so long as each holds in
excess of 5% of the outstanding Shares (or to sell the entire balance of any
such registrable securities even though less than 5%). The Company is obligated
to pay all registration expenses in connection with a registration under the
Shareholders' Agreement. Under certain circumstances, the number of shares
included in such registrations may be limited. The Company has agreed to
indemnify the holders of any registrable securities to be covered by a
registration statement pursuant to the Shareholders' Agreement, as well as the
holders' directors and officers and any underwriters and selling agents, against
certain liabilities, including liabilities under the Securities Act. Pursuant to
these registration rights, in 1997 the Company registered 1,508,075 Shares on
behalf of Tremont (equivalent to the number of Shares Tremont could obtain upon
exercise of the IMI Option), which shares have not yet been sold.
The information included in Item 4 of this Statement is hereby incorporated
herein by 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 Shareholders' Agreement, dated February 15, 1996, among the
Company, Tremont, IMI plc, IMI Kynoch Ltd. and IMI Americas, Inc.
(incorporated by reference to Exhibit 2.2 of Tremont's Current
Report on Form 8-K filed with the Securities and Exchange
Commission on March 1, 1996).
Exhibit 2 Amendment to Shareholders' Agreement, dated March 29, 1996,
among the Company, Tremont, IMI plc, IMI Kynoch Ltd. and IMI
Americas, Inc. (incorporated by reference to Exhibit 10.30 of
Tremont's Annual Report on Form 10-K for the year ended December
31, 1995).
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: September 14, 1998
/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: September 14, 1998
/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: September 14, 1998
/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 for 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 HOLDING COMPANY
DIXIE RICE AGRICULTURAL CORPORATION, INC.
HAROLD SIMMONS FOUNDATION, INC.
NATIONAL CITY LINES, INC.
NOA, INC.
SOUTHWEST LOUISIANA LAND COMPANY, INC.
VALHI GROUP, INC.
VALHI, INC.
Schedule B
The names of the directors and executive officers of the Harold Simmons
Foundation, Inc. (the "Foundation"), Contran Corporation ("Contran"), Dixie Rice
Agricultural Corporation, Inc. ("Dixie Rice"), Dixie Holding Company ("Dixie
Holding"), National City Lines, Inc. ("National"), NOA, Inc. ("NOA"), Southwest
Louisiana Land Company, Inc. ("Southwest"), Valhi Group, Inc. ("VGI"), Valhi,
Inc. ("Valhi") and Tremont Corporation ("Tremont") and their present principal
occupations are set forth below. Except as otherwise indicated, 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 chief
financial officer of NL
Industries, Inc., a producer of
titanium dioxide pigments
affiliated with the Company
("NL"); and director of Tremont.
Eugene K. Anderson Vice president of Contran, Dixie
Holding, NOA, National VGI and
Valhi; and treasurer of the
Foundation.
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) Chairman of the board and chief
executive officer of CompX
International Inc., a
manufacturer of computer support
systems, drawer slides and
locking systems that is
affiliated with Valhi ("CompX");
and executive vice president of
Valhi.
Norman S. Edelcup (5) Director of Valhi; chairman of
the board of Item Processing of
America Inc., a processing
service bureau.
Lisa Simmons Epstein Director and president of the
Foundation.
Kenneth R. Ferris (6) Director of Valhi; Distinguished
Professor at the American
Graduate School of International
Management.
J. Mark Hollingsworth General counsel of CompX,
Contran, Dixie Holding, Dixie
Rice, the Foundation, NOA,
National, Southwest, VGI and
Valhi.
Keith A. Johnson Controller of the Foundation.
William J. Lindquist Vice president and tax director
of CompX, Contran, Dixie Holding,
Dixie Rice, NOA, National,
Southwest, VGI and Valhi; and a
director of Contran.
J. Landis Martin (7) Chairman of the board and chief
executive officer of the Company;
chairman of the board, president
and chief executive officer of
Tremont; and president, chief
executive officer and a director
of NL.
Andrew McCollam, Jr. (3) Director of Dixie Rice; president
and director of Southwest; and a
private investor.
Harold M. Mire (8) Vice president of Dixie Rice and
Southwest.
J. Thomas Montgomery, Jr. (7) Vice president-finance and
treasurer of the Company; and
Vice president-controller and
treasurer of Tremont
Robert E. Musgraves (7) Vice president, general counsel
and secretary of the Company and
Tremont.
Bobby D. O'Brien Vice president and treasurer of
CompX, Contran, Dixie Holding,
Dixie Rice, NOA, National, VGI
and Valhi; and vice president of
Southwest.
Glenn R. Simmons Vice chairman of the board of
Contran, Dixie Holding, NOA,
National, VGI and Valhi; director
of Tremont and CompX; director
and executive vice president of
Southwest and Dixie Rice;
chairman of the board of Keystone
Consolidated Industries, Inc.
("Keystone"), a manufacturer of
steel rod, wire and wire products
that is affiliated with Contran.
Harold C. Simmons Chairman of the board and chief
executive officer and president
of Contran, Dixie Holding, NOA,
National, VGI and Valhi; chairman
of the board and chief executive
officer of Dixie Rice and
Southwest; director and chairman
of the board of NL; director of
Tremont; a director and chief
executive officer of the
Foundation; and trustee and
member of the trust investment
committee of The Combined Master
Retirement Trust.
Robert W. Singer Vice president of Contran and
Valhi; president and chief
executive officer of Keystone.
Richard A. Smith (8) Director and president of Dixie
Rice.
Thomas P. Stafford (9) Director of Tremont; co-founder
of Stafford, Burke and Hecker,
Inc., a consulting company;
director of Allied-Signal, Inc.,
CMI Corporation and Seagate
Technologies, Inc..
Avy H. Stein (10) Director of Tremont; managing
partner of Willis, Stein &
Partners, a private equity
investment firm.
Gregory M. Swalwell Controller of Contran, Dixie
Holding, NOA, National,
Southwest, VGI and Valhi.
J. Walter Tucker, Jr. (11) President, treasurer and a
director of Tucker & Branham,
Inc., a mortgage banking,
insurance and real estate
company; vice chairman of the
board of Keystone; and a director
of Valhi.
Steven L. Watson Vice president and secretary of
CompX, Contran, Dixie Holding,
Dixie Rice, NOA, National,
Southwest, VGI and Valhi;
director of Contran and Dixie
Rice; and a director and vice
president of the Foundation.
- ----------
(1) The principal business address for Ms. Alderton is 70 East 55th Street, 8th
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 Messrs. Broussard and McCollam is 402
Canal Street, Houma, Louisiana 70360.
(4) The principal business address for Mr. Compofelice 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 Messrs. Martin, Montgomery and Musgraves
is 1999 Broadway, Suite 4300, Denver, Colorado 80202.
(8) The principal business address for Messrs. Mire and Smith is 600 Pasquiere
Street, Gueydan, Louisiana 70542-0010.
(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 St., Suite
4300, Chicago, Illinois 60606.
(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 -0- -0-
Eugene K. Anderson -0- -0-
Richard J. Boushka -0- -0-
F. Murlyn Broussard -0- -0-
Joseph S. Compofelice (2) 22,853 10,200
Norman S. Edelcup 3,000 -0-
Lisa Simmons Epstein -0- -0-
Kenneth R. Ferris 800 -0-
J. Mark Hollingsworth -0- -0-
Keith A. Johnson -0- -0-
William J. Lindquist -0- -0-
J. Landis Martin (3) 58,267 21,600
Andrew McCollam, Jr. -0- -0-
Harold M. Mire -0- -0-
J. Thomas Montgomery, Jr. 11,400 -0-
Robert E. Musgraves(4) 14,800 7,200
Bobby D. O'Brien -0- -0-
Glenn R. Simmons -0- -0-
Harold C. Simmons (5) -0- -0-
Robert W. Singer -0- -0-
Richard A. Smith -0- -0-
Thomas P. Stafford 1,600 1,250
Avy H. Stein -0- -0-
Gregory M. Swalwell -0- -0-
J. Walter Tucker, Jr. -0- -0-
Steven L. Watson -0- -0-
- ----------
(1) Represents Shares issuable pursuant to the exercise within 60 days of the
date of this Statement of stock options.
(2) Includes (i) 19,675 Shares that Mr. Compofelice and his wife hold as joint
tenants and (ii) 2,678 Shares issuable to Mr. Compofelice upon conversion
of 2,000 the Company's 6 5/8% Convertible Preferred Securities, Beneficial
Unsecured Convertible Securities ("TIMET Trust Securities") that he holds.
(3) Includes (i) 400 Shares Mr. Martin's daughters hold, beneficial ownership
of which Mr. Martin disclaims, and (ii) 4,017 Shares issuable to Mr. Martin
upon conversion of 3,000 TIMET Trust Securities that he holds.
(4) Includes 1,000 Shares Mr. Musgraves and his wife hold as joint tenants and
900 Shares held by other members of Mr. Musgraves' household, beneficial
ownership of which Mr. Musgraves disclaims.
(5) Mr. Simmons may be deemed to possess indirect beneficial ownership of the
Shares as described in Item 5(a) of this Statement. Mr. Simmons disclaims
beneficial ownership of all Shares.
