SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
SPECIAL METALS CORPORATION
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
84741Y 10 3
(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)
November 27, 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. 84741Y 10 3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TIMET Finance Management 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)
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 4,848,484
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
4,848,484
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,848,484
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 84741Y 10 3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Titanium Metals 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 4,848,484
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
4,848,484
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,848,484
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 84741Y 10 3
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)
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 4,848,484
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
4,848,484
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,848,484
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 84741Y 10 3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NL Industries, 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
New Jersey
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 4,848,484
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
4,848,484
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,848,484
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 84741Y 10 3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Valmont Insurance 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
Vermont
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 4,848,484
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
4,848,484
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,848,484
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 84741Y 10 3
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 4,848,484
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
4,848,484
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,848,484
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 84741Y 10 3
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 4,848,484
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
4,848,484
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,848,484
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 84741Y 10 3
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 4,848,484
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
4,848,484
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,848,484
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 84741Y 10 3
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 4,848,484
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
4,848,484
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,848,484
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 84741Y 10 3
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 4,848,484
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
4,848,484
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,848,484
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 84741Y 10 3
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 4,848,484
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
4,848,484
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,848,484
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 84741Y 10 3
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 4,848,484
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
4,848,484
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,848,484
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 84741Y 10 3
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 4,848,484
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
4,848,484
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,848,484
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 84741Y 10 3
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 4,848,484
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
4,848,484
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,848,484
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
EP
CUSIP No. 84741Y 10 3
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 4,848,484
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
4,848,484
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,848,484
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 84741Y 10 3
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 4,848,484
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
4,848,484
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 Special Metals Corporation, a
Delaware corporation (the "Company"). The principal executive offices of the
Company are located at 4317 Middle Settlement Road, New Hartford, New York
13413.
Item 2. Identity and Background.
(a) This Statement is filed by TIMET Finance Management Company ("TFMC")
as the direct holder of 1.6 million shares (the "Preferred Shares") of the
Company's 6.625% Series A Senior Convertible Preferred Stock, par value $0.01
per share. The Preferred Shares will become convertible into Shares under
certain circumstances, at the earliest on January 26, 1999. This summary of the
terms of the Preferred Shares is qualified in its entirety by reference to the
terms of the Preferred Shares set forth Certificate of Designations for the
6.625% Series A Senior Preferred Stock (Liquidation Amount $50.00 Per Share) of
the Company filed by the Company on October 28, 1998 with the Secretary of State
of the State of Delaware (the "Certificate of Designations"), which Certificate
of Designations is filed a Exhibit 1 attached hereto and incorporated herein by
reference.
By virtue of the direct and indirect ownership of securities of TFMC (as
described below in this Statement), this Statement is also filed by (i) Titanium
Metals Corporation ("TIMET"), Tremont Corporation ("Tremont"), NL Industries,
Inc. ("NL"), Valmont Insurance Company ("Valmont"), 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 (ii) by
virtue of his positions with Contran and certain of the other entities (as
described in this Statement), Harold C. Simmons (collectively with TFMC, the
"Reporting Persons"). By signing this Statement, each Reporting Person agrees
that this Statement is filed on its or his behalf.
Upon conversion of the Preferred Shares held directly by TFMC, TFMC will
receive 4,848,484 Shares, subject to adjustment as provided in the Certificate
of Designations. For purposes of this Statement, the percentage of the
outstanding Shares that the Reporting Persons own is calculated based on the
15,479,000 Shares that the Company reported as outstanding as of November 2,
1998 according to the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998 plus the 4,848,484 Shares that TMFC can acquire in the
aggregate upon conversion of the Preferred Shares, or 20,327,484 Shares (the
"Adjusted Outstanding Shares"). Based on the Adjusted Outstanding Shares, TFMC
has the right to acquire upon conversion of its Preferred Shares 23.9% of the
Adjusted Outstanding Shares.
TIMET is the direct holder of 100% of the outstanding shares of TFMC and
may be deemed to control TFMC. Tremont is the direct holder of 33.5% of the
outstanding common stock of TIMET and has an option to purchase an additional
4.8% of TIMET's outstanding common stock expiring on February 15, 1999. Tremont
may be deemed to control TIMET. Valhi, the Foundation, NL, Valmont and the CMRT
are the direct holders of approximately 48.4%, 3.9%, 0.6% 0.5% and 0.1%,
respectively, of the outstanding shares of common stock of Tremont. Valhi may
be deemed to control Tremont. Valhi and Tremont are the direct holders of
approximately 57.8% and 19.6%, 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.
VGI, National, Contran, the Foundation and the CMRT are the direct holders of
81.9%, 9.5%, 0.8%, 0.5% and 0.1% 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.
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 and chief executive officer
of Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest and Contran.
Mr. Simmons is also chairman of the board of NL and a director of Tremont.
By virtue of the holding of the offices, the stock ownership and his
services as trustee, all as described above, (a) Mr. Simmons may be deemed to
control the entities described above (excluding the Company) and (b) Mr. Simmons
and certain of such entities may be deemed to possess indirect beneficial
ownership of Shares beneficially owned by TFMC. 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 TFMC is 300 Delaware Avenue, 9th Floor,
Wilmington, Delaware 19801. The principal offices of TIMET and Tremont are
1999 Broadway, Suite 4300, Denver, Colorado 80202. The principal office of NL
is Two Greenspoint Plaza, 16825 Northchase Drive, Suite 1200, Houston, Texas
77060. The principal office of Valmont is Five Burlington Square, 4th Floor,
Burlington, Vermont 05401. The principal offices of Valhi, VGI, National, NOA,
Dixie Holding, Southwest, Dixie Rice, 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) TFMC is principally engaged in holding securities of the Company and
other investments.
TIMET is principally engaged in the production of titanium metal products.
NL is principally engaged in the production of titanium dioxide pigments.
In addition to the activities engaged in through TIMET and NL, Tremont is
engaged through other companies in real estate development.
Valmont is principally engaged in insuring certain casualty and property
risks of its parent and affiliate corporations or entities.
In addition to activities engaged in through Tremont, TIMET NL and Valmont,
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, TFMC, Tremont and TIMET are
Delaware corporations. Valmont is a Vermont corporation. NL is a New Jersey
corporation. 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 TFMC used to acquire the Preferred Shares was $80
million. TFMC used its available working capital for such funds. As discussed
above, the Preferred Shares provide TFMC the right for no further consideration
to convert the Preferred Shares into 4,848,484 Shares in the aggregate, subject
to certain conditions and to adjustment as provided in the Certificate of
Designations. The terms and conditions of TFMC's purchase of the Preferred
Shares are set forth in the Investment Agreement dated as of July 8, 1998 among
the Company, TFMC and TIMET as amended by the Amendment to Investment Agreement
dated October 28, 1998 among the same parties, both of which are attached hereto
as Exhibits 2 and 3, respectively, and incorporated herein by reference
(collectively, the "Investment Agreement").
The Reporting Persons understand that the funds required by each person
named in Schedule A to this Statement to acquire Shares were from such person's
personal funds.
Item 4. Purpose of Transaction.
On October 28, 1998, the Company completed the acquisition of the Inco
Alloys International high performance nickel alloys and related business (the
"Acquisition"). The Company's sale of the Preferred Shares to TFMC concurrently
with the Acquisition partially financed the Acquisition.
The holders of the Preferred Shares are entitled to receive cumulative cash
dividends, when and as declared by the board of directors of the Company, at the
rate of 6.625%, payable quarterly, subject to certain adjustments set forth in
the Certificate of Designations in certain events of non-payment for more than
six quarters. The Company may redeem the Preferred Shares at any time after
October 28, 2001, at decreasing redemption prices starting with 103.975% of the
liquidation amount if the Preferred Shares are redeemed after October 28, 2001.
The Preferred Shares are subject to mandatory redemption on April 28, 2006, at
100% of the liquidation amount, plus accumulated and unpaid dividends. The
Company is also obligated to repurchase the Preferred Shares upon a change of
control of the Company, subject to the terms set forth in the Credit Agreement
dated October 28, 1998 among the Company, certain lenders and Credit Lyonnais
New York Branch as Issuing Bank and Agent (the "Credit Agreement"), which
establishes for the Company a $375 million bank credit facility (the "Credit
Agreement").
The Preferred Shares are convertible into such number of whole Shares as is
equal to the aggregate liquidation amount of such shares (based on $50 plus all
accumulated and unpaid dividends per Preferred Share) divided by $16.50 per
Preferred Share, subject to certain adjustments set forth in the Certificate of
Designations.
Pursuant to a Voting Agreement dated October 28, 1998 (the "Voting
Agreement"), so long as TFMC holds Preferred Shares representing at least 10% of
the outstanding voting securities of the Company, assuming for such purpose that
the Preferred Shares held by TFMC have been converted into Shares, the Company's
three principal stockholders, which collectively own a majority of the
outstanding Shares, agreed to vote their Shares in favor of a designee that TFMC
is entitled to nominate to the board of directors of the Company. TFMC's
designee, Andrew R. Dixey, chief operating officer of TIMET, has been elected to
the Company's board of directors pursuant to the Voting Agreement as a Class II
director with a term expiring at the next annual meeting of the board of
directors.
TFMC is entitled to certain demand registration rights for its Preferred
Shares pursuant to a registration rights agreement, dated October 28, 1998 (the
"TFMC Registration Rights Agreement"), between TFMC and the Company and TFMC is
entitled to certain piggy-back registration rights for is Preferred Shares
pursuant to the TFMC Registration Rights Agreement.
The foregoing descriptions are qualified in their entirety by reference to
the Certificate of Designations, the Investment Agreement, the Credit Agreement,
the Voting Agreement and the TFMC Registration Rights Agreement, copies of which
are attached hereto as Exhibits 1 through 6, respectively, and each of which is
incorporated herein by reference.
TFMC purchased the Preferred Shares in order to acquire an 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.
The Reporting Persons understand that prior purchases, if any, of Shares by
persons named in Schedule B to this Statement were made for the purpose of each
such person's personal investment.
Mr. Andrew R. Dixey, a director of the Company who is also an executive
officer of TIMET, may acquire Shares from time to time pursuant to 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) TFMC may be deemed to be the beneficial owner of 4,848,484 Shares
obtainable upon conversion of the Preferred Shares held by TMFC.
By virtue of the relationships described under Item 2 of this Statement,
TIMET, Tremont, NL, Valmont, 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 4,848,484 Shares (approximately
23.9% of the Adjusted Outstanding Shares) deemed to be beneficially owned by
TFMC.
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, TFMC, TIMET,
Tremont, NL, Valmont, 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 4,848,484
Shares beneficially owned by TFMC.
(c) On October 28, 1998, TFMC purchased 1.6 million Preferred Shares from
the Company for $80 million in a privately negotiated transaction pursuant to
the Investment Agreement. During the last 60 days no other transactions in the
equity securities of the Company were made by any of the Reporting Persons.
(d) No Reporting Person currently has the right to receive and the power
to direct the receipt of dividends from, and proceeds from the sale of Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
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 Certificate of Designations for the 6.625% Series A Senior
Preferred Stock (Liquidation Amount $50.00 Per Share) of Special
Metals Corporation that the Company filed on October 28, 1998
with the Secretary of State of the State of Delaware
(incorporated by reference to Exhibit 4.5 to the Company's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on November 12, 1998).
Exhibit 2 Investment Agreement dated as of July 8, 1998 among Special
Metals Corporation, TIMET Finance Management Company and Titanium
Metals Corporation (incorporated by reference to Exhibit 99.2 to
the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on July 10, 1998).
Exhibit 3 Amendment to Investment Agreement dated as of October 28,
1998 among Special Metals Corporation, TIMET Finance Management
Company and Titanium Metals Corporation (incorporated by
reference to Exhibit 4.3 to the Company's Current Report on Form
8-K filed with the Securities and Exchange Commission on November
12, 1998).
Exhibit 4 Senior Secured Credit Agreement dated October 28, 1998 among
Special Metals Corporation, certain lenders a party thereto and
Credit Lyonnais New York Branch, as Issuing Bank and Agent
(incorporated by reference to Exhibit 4.1 to the Company's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on November 12, 1998).
Exhibit 5 Voting Agreement dated October 28, 1998 among TIMET Finance
Management Company, Titanium Metals Corporation, Societe
Industrielle de Materiaux Avances, LWH Holding S.A. and Advanced
Materials Investments Holding S.A. (incorporated by reference to
Exhibit 99.3 to the Company's Current Report on Form 8-K filed
with the Securities and Exchange Commission on November 12,
1998).
Exhibit 6 Registration Rights Agreement dated October 28, 1998 among
TIMET Finance Management Company, and Special Metals Corporation
(incorporated by reference to Exhibit 10.1 to the Company's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on November 12, 1998).
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: December 7, 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: December 7, 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: December 7, 1998
/s/ Steven L. Watson
--------------------------------
Steven L. Watson
Signing in the capacities listed on Schedule
"A" attached hereto and incorporated herein by
reference.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: December 7, 1998
/s/ Susan E. Alderton
--------------------------------
Susan E. Alderton
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 and/or chief executive officer and/or
president of each of:
TITANIUM METALS CORPORATION
TREMONT CORPORATION
NL INDUSTRIES, INC.
STEVEN L. WATSON, as president or 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.
VALMONT INSURANCE COMPANY
SUSAN B. ALDERTON as treasurer of TIMET Finance Management Company.
Schedule B
The names of the directors and executive officers of the Contran
Corporation ("Contran"), Dixie Rice Agricultural Corporation, Inc. ("Dixie
Rice"), Dixie Holding Company ("Dixie Holding"), Harold Simmons Foundation, Inc.
(the "Foundation"), National City Lines, Inc. ("National"), NL Industries, Inc.
("NL"), NOA, Inc. ("NOA"), Southwest Louisiana Land Company, Inc. ("Southwest"),
TIMET Finance Management Company ("TFMC"), Titanium Metals Corporation
("TIMET"), Tremont Corporation ("Tremont"), Valhi Group, Inc. ("VGI"), Valhi,
Inc. ("Valhi"), Valmont Insurance Company ("Valmont") 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
- - ------------------------------- --------------------------------
William C. Acton (1) Vice president; President-North
American Mill Products
Operations of TIMET.
Susan E. Alderton (2) Vice president and chief
financial officer of NL;
director of Tremont; director
and treasurer of TFMC.
Eugene K. Anderson Vice president of Contran, Dixie
Holding, Dixie Rice, NOA,
National, Southwest, VGI, Valhi
and Valmont; and treasurer of
the Foundation.
Paul J. Bania (1) Vice president-quality and
technology of TIMET.
Joseph S. Broz (1) Vice president-corporate
development of TIMET.
Richard J. Boushka (3) Director of Tremont; principal
of Boushka Properties, a private
investment firm.
F. Murlyn Broussard (4) Treasurer of Southwest.
Joseph S. Compofelice (5) 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");
executive vice president of
Valhi; and a director of NL and
TIMET.
Andrew R. Dixey (1) Director and president and chief
operating officer of TIMET.
Norman S. Edelcup (6) Director of Valhi; chairman of
the board of Item Processing of
America Inc., a processing
service bureau.
Charles H. Entrekin, Jr. (1) Vice president; president-THT
operations of TIMET
Lisa Simmons Epstein Director and president of the
Foundation.
Kenneth R. Ferris (7) Director of Valhi; Distinguished
Professor at the American
Graduate School of International
Management.
David B. Garten (5) Vice president, general counsel
and secretary of NL.
Victoria L. Garret (8) Director and secretary of TFMC.
Robert D. Hardy (5) Vice president-tax of NL.
J. Mark Hollingsworth Vice president and general
counsel of Contran, Dixie
Holding, Dixie Rice, NOA,
National, Southwest, VGI and
Valhi; general counsel of
Valmont, the Foundation and
CompX International Inc., a
manufacturer of computer support
systems, drawer slides and
locking systems that is
affiliated with Valhi ("CompX").
Edward C. Hutcheson, Jr. (9) Director of TIMET and a
principal of HWG Capital, LLC,
and affiliate of Harris Web &
Garrison, an investment banking
firm.
Francis B. Jacobs, II (8) Director of TFMC.
Keith A. Johnson Controller of the Foundation.
Christian Leonhard (1) Vice president; President-
European Mill Products
Operations of TIMET
William J. Lindquist Director and senior vice
president of Contran, Dixie
Holding, NOA, National and VGI;
senior vice president of Dixie
Rice, Southwest and Valhi; vice
president and tax director of
CompX.
A. Andrew R. Louis Secretary of Contran, Dixie
Holding, Dixie Rice, NOA,
National, Southwest, VGI and
Valhi.
Leslie P. Lundberg (1) Vice president-human resources
of TIMET
Kelly D. Luttmer Tax director of Contran, Dixie
Holding, Dixie Rice, NOA,
National, Southwest, VGI and
Valhi.
Allen Martin (10) Director of Valmont; and a
partner in the law firm of Downs
Rachlin & Martin PLLC.
J. Landis Martin (1) President, chief executive
officer and a director of NL;
chairman of the board and chief
executive officer of TIMET; and
chairman of the board, president
and chief executive officer of
Tremont.
Andrew McCollam, Jr. (4) Director of Dixie Rice;
president and director of
Southwest; and a private
investor.
Harold M. Mire (11) Vice president of Dixie Rice and
Southwest.
John P. Monahan(1) Vice president; president-
service center operations of
TIMET
J. Thomas Montgomery, Jr. (1) Vice president-finance and
treasurer of TIMET; and vice
president-controller and
treasurer of Tremont
Robert E. Musgraves (1) Vice president, general counsel
and secretary of TIMET and
Tremont.
Dennis G. Newkirk (5) Vice president and controller of
NL.
Bobby D. O'Brien Vice president and treasurer of
CompX, Contran, Dixie Holding,
Dixie Rice, NOA, National, VGI,
Valhi and Valmont; and vice
president of Southwest.
Kenneth R. Peak (12) Director of NL; and president of
Peak Enernomics, Inc., an energy
industry consulting firm.
Glenn R. Simmons Vice chairman of the board of
Contran, Dixie Holding, NOA,
National, VGI and Valhi;
director of NL, 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; and a
director of Valmont.
Harold C. Simmons Chairman of the board and chief
executive officer of Contran,
Dixie Holding, Dixie Rice, the
Foundation, NOA, National,
Southwest, VGI and Valhi;
chairman of the board of NL;
director of Tremont; and trustee
and member of the trust
investment committee of The
Combined Master Retirement
Trust.
Richard A. Smith (11) Director and president of Dixie
Rice.
Thomas P. Stafford (13) Director of Tremont and TIMET;
co-founder of Stafford, Burke
and Hecker, Inc., a consulting
company; director of Allied-
Signal, Inc., CMI Corporation
and Seagate Technologies, Inc.
Patrick J. Stangle (5) Director and president of
Valmont; and director of risk
management of NL.
Barbara A. Steen (8) Director and president of TFMC.
Avy H. Stein (14) Director of Tremont; managing
partner of Willis, Stein &
Partners, a private equity
investment firm.
Gregory M. Swalwell Vice president and controller of
Contran, Dixie Holding, NOA,
National, VGI and Valhi; vice
president of Dixie Rice and
Southwest; and controller of
Valmont.
J. Walter Tucker, Jr. (15) President, treasurer and a
director of Tucker & Branham,
Inc., a mortgage banking,
insurance and real estate
company; vice chairman of the
board of Keystone; chairman of
the board of Valmont; and a
director of Valhi.
Steven L. Watson Director and president of
Contran, Dixie Holding, NOA,
National, VGI and Valhi;
director and executive vice
president of Dixie Rice;
director, vice president and
secretary of the Foundation;
executive vice president of
Southwest; vice president and
secretary of CompX and Valmont.
Mark A. Wallace (1) Vice president-strategic change
and information technology of
TIMET
Lawrence A. Wigdor (5) Director and executive vice
president of NL.
Elmo R. Zumwalt, Jr. (16) Director of NL; and president of
Admiral Zumwalt & Consultants,
Inc., a Washington-based
consulting firm.
- - ----------
(1) The principal business address for Messrs. Acton, Bania, Broz, Dixey,
Entrekin, Leonhard, Lundberg, J. Landis Martin, Monahan, Montgomery,
Musgraves and Wallace is 1999 Broadway, Suite 4300, Denver, Colorado
80202.
(2) 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.
(3) The principal business address for Mr. Boushka is 7701 East Kellogg, Suite
650, Wichita, Kansas 67207.
(4) The principal business address for Messrs. Broussard and McCollam is 402
Canal Street, Houma, Louisiana 70360.
(5) The principal business address for Messrs. Compofelice, Garten, Hardy,
Newkirk, Stangle and Wigdor is Two Greenspoint Plaza, 16825 Northchase
Drive, Suite 1200, Houston, Texas 77060.
(6) The principal business address for Mr. Edelcup is 5190 N.W. 167th Street,
Suite 300, Miami, Florida 33014.
(7) The principal business address for Dr. Ferris is 15249 North 59th Avenue,
Glendale, Arizona 85306-6000.
(8) The principal business address for Ms. Garrett, Mr. Jacobs and Ms. Steen is
300 Delaware Avenue, 9th Floor, Wilmington, Delaware 19801.
(9) The principal business address for Mr. Hutcheson is 5599 San Felipe, Suire
301, Houston, Texas 77056.
(10) The principal business address for Mr. Allen Martin is 199 Main Street,
Burlington, Vermont 05402-0190.
(11) The principal business address for Messrs. Mire and Smith is 600 Pasquiere
Street, Gueydan, Louisiana 70542-0010.
(12) The principal business address for Mr. Peak is 2702 Albans, Houston, Texas
77005.
(13) The principal business address for Mr. Stafford is 1006 Cameron Street,
Alexandria, Virginia 22314.
(14) The principal business address for Mr. Stein is 227 West Monroe St., Suite
4300, Chicago, Illinois 60606.
(15) The principal business address for Mr. Tucker is 400 E. Central Boulevard,
Orlando, Florida 32801.
(16) The principal business address for Admiral Zumwalt is 1000 Wilson
Boulevard, Suite 3105, Arlington, Virginia 22209.
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)
- - ------------------------------- ---------------- ----------------
William C. Acton -0- -0-
Susan E. Alderton -0- -0-
Eugene K. Anderson -0- -0-
Paul J. Bania -0- -0-
Joseph S. Broz -0- -0-
Richard J. Boushka -0- -0-
F. Murlyn Broussard -0- -0-
Joseph S. Compofelice -0- -0-
Andrew R. Dixey -0- -0-
Norman S. Edelcup -0- -0-
Charles H. Entrekin, Jr. -0- -0-
Lisa Simmons Epstein -0- -0-
Kenneth R. Ferris -0- -0-
David B. Garten (2) (2)
Victoria L. Garret -0- -0-
Robert D. Hardy -0- -0-
J. Mark Hollingsworth -0- -0-
Edward C. Hutcheson, Jr. -0- -0-
Francis B. Jacobs, II -0- -0-
Keith A. Johnson -0- -0-
Christian Leonhard (2) (2)
William J. Lindquist -0- -0-
A. Andrew R. Louis -0- -0-
Leslie P. Lundberg -0- -0-
Kelly D. Luttmer -0- -0-
Allen Martin (2) (2)
J. Landis Martin (2) (2)
Andrew McCollam, Jr. (2) (2)
Harold M. Mire (2) (2)
John P. Monahan -0- -0-
J. Thomas Montgomery, Jr. -0- -0-
Robert E. Musgraves -0- -0-
Dennis G. Newkirk (2) (2)
Bobby D. O'Brien -0- -0-
Kenneth R. Peak -0- -0-
Glenn R. Simmons -0- -0-
Harold C. Simmons (3) -0- -0-
Richard A. Smith -0- -0-
Thomas P. Stafford -0- -0-
Patrick J. Stangle (2) (2)
Barbara A. Steen -0- -0-
Avy H. Stein (2) (2)
Gregory M. Swalwell -0- -0-
J. Walter Tucker, Jr. (2) (2)
Steven L. Watson -0- -0-
Mark A. Wallace -0- -0-
Lawrence A. Wigdor (2) (2)
Elmo R. Zumwalt, Jr. (2) (2)
- - ----------
(1) Represents Shares issuable pursuant to the exercise within 60 days of the
date of this Statement of stock options.
(2) Unknown at the time of filing.
(3) 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.
