SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
TREMONT CORPORATION
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
894745207
(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)
August 18, 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 which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following pages)
CUSIP No. 894745207
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Valhi, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
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 3,155,788
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
3,155,788
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,155,788
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.5%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 894745207
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Valhi Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,155,788
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
3,155,788
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,155,788
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.5%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 894745207
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
National City Lines, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,155,788
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
3,155,788
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,155,788
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.5%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 894745207
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NOA, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,155,788
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
3,155,788
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,155,788
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.5%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 894745207
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dixie Holding Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,155,788
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
3,155,788
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,155,788
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.5%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 894745207
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dixie Rice Agricultural Corporation, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,155,788
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
3,155,788
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,155,788
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.5%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 894745207
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Southwest Louisiana Land Company, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,155,788
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
3,155,788
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,155,788
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.5%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 894745207
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Contran Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
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 3,155,788
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
3,155,788
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,155,788
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.5%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 894745207
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harold C. Simmons
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(SEE
INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,413,041
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
3,413,041
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ X ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
AMENDMENT NO. 10
TO SCHEDULE 13D
This statement on Schedule 13D is hereby amended and restated in its
entirety as set forth below, except for Item 3, which is only amended
(collectively, this "Statement").
Item 1. Security and Issuer.
This Statement relates to shares of the common stock, $1.00 par value per
share (the "Shares"), of Tremont 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) Valhi, Inc. ("Valhi") as the direct
holder of Shares, (ii) by virtue of the direct and indirect ownership of
securities of Valhi (as described below in this Statement), Valhi Group, Inc.
("VGI"), National City Lines, Inc. ("National"), NOA, Inc. ("NOA"), Dixie
Holding Company ("Dixie Holding"), Dixie Rice Agricultural Corporation, Inc.
("Dixie Rice"), Southwest Louisiana Land Company, Inc. ("Southwest") and Contran
Corporation ("Contran") and (iii) by virtue of his positions with Contran and
certain of the other entities (as described in this Statement), Harold C.
Simmons (collectively, the "Reporting Persons"). By signing this Statement,
each Reporting Person agrees that this Statement is filed on its or his behalf.
Valhi is the direct holder of approximately 48.5% of the 6,375,758 Shares
outstanding as of August 24, 1998 according to information received from the
Company (the "Outstanding Shares"). Valhi may be deemed to control the Company.
VGI and National are the direct holders of 81.9% and 9.5% of the common stock of
Valhi. Together, VGI and National 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 Harold Simmons Foundation, Inc. (the "Foundation") directly holds
approximately 3.9% of the Outstanding Shares 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. Valhi and the Company are the direct holders of approximately 58.2% 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 Combined Master Retirement Trust (the "CMRT") directly holds
approximately 0.1% of the Outstanding Shares and the outstanding shares of Valhi
common stock, respectively. The CMRT is a trust formed by Valhi to permit the
collective investment by trusts that maintain the assets of certain employee
benefit plans adopted by Valhi and related companies. Mr. Simmons is 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.
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 and chairman of the board of NL.
By virtue of the holding of the offices, the stock ownership and his
service as trustee, all as described above, (a) Mr. Simmons may be deemed to
control the entities described above and (b) Mr. Simmons and certain of such
entities may be deemed to possess indirect beneficial ownership of Shares
directly held by certain of such other entities. However, Mr. Simmons disclaims
beneficial ownership of the Shares beneficially owned, directly or indirectly,
by any of such entities, except to the extent of his vested beneficial interest
in the Shares held by the CMRT.
Harold C. Simmons' spouse is the direct owner of 3,747 Shares 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 offices of Valhi, VGI, National, NOA, Dixie Holding,
Southwest, Dixie Rice and Contran 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) Valhi is engaged through its subsidiaries in the titanium dioxide
pigments, titanium metals, ergonomic computer support systems, precision ball
bearing slides, locking systems and waste management industries.
VGI does not engage in any business activity other than holding shares of
Valhi common stock and notes receivable.
National holds notes receivable and is engaged directly or through
subsidiaries (other than VGI and its subsidiaries) in real estate, oil and gas
activities and the rental and sales of compressors and related products.
Dixie Holding does not engage in any business activity other than holding
common stock of VGI and preferred stock of Contran.
NOA holds investments in land, securities and notes receivable.
Dixie Rice is engaged in (other than through Dixie Holding and its
subsidiaries) land management, agriculture and oil and gas activities.
Southwest is engaged in (other than through NOA and its subsidiaries) land
management, agriculture and oil and gas activities.
Contran is a diversified holding company engaged through its subsidiaries
(other than through its subsidiaries as described above) in the production of,
among other things, steel rod, wire and wire products.
(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 and Valhi are Delaware corporations.
VGI is a Nevada corporation. NOA is a Texas corporation. Dixie Rice and
Southwest are Louisiana corporations. Harold C. Simmons and all the persons
named on Schedule B to this Statement are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
No change except for the addition of the following:
The total amount of funds Valhi used to acquire the Shares purchased by it
as reported in Item 5(c) was $1,986,250.00 (including commissions). Such funds
were provided by Valhi's cash on hand.
Item 4. Purpose of Transaction.
No change except for the addition of the following:
Valhi purchased the Shares reported in Item 5(c) of this Amendment in order
to increase its equity interest in the Company.
The Stock Purchase Agreement dated June 19, 1998 among Contran, VGI,
National and Valhi (the "Stock Purchase Agreement") provides that Contran and
entities controlled by Contran shall not purchase Shares until such time as
Valhi and entities controlled by Valhi hold more than 50% of the outstanding
Shares, unless Valhi shall first decline to purchase such Shares as may be
offered.
Subject to the Stock Purchase Agreement and depending upon their evaluation
of the Company's business and prospects, and upon future developments
(including, but not limited to, performance of the Shares in the market,
availability of funds, alternative uses of funds, and money, stock market and
general economic conditions), any of the Reporting Persons or other entities
that may be deemed to be affiliated with Contran may from time to time purchase
Shares, and any of the Reporting Persons or other entities that may be deemed to
be affiliated with Contran may from time to time dispose of all or a portion of
the Shares held by such person, or cease buying or selling Shares. Any such
additional purchases or sales of the Shares may be in open market or privately
negotiated transactions or otherwise.
As described under Item 2 of this Statement, Harold C. Simmons may be
deemed to control the Company.
The Reporting Persons understand that prior purchases of Shares by persons
named in Schedule B to this Statement (other than Harold C. Simmons) were made
for the purpose of each such person's personal investment.
Except as described in this Item 4, none of the Reporting Persons nor, to
the best knowledge of such persons, any other person named in Schedule B to this
Statement has formulated any plans or proposals 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) Valhi, the Foundation, NL, Valmont, Harold C. Simmons' spouse and the
CMRT are the beneficial owners of 3,089,131, 250,000, 36,167, 30,490, 3,747 and
3,506 of the Shares, respectively.
By virtue of the relationships described under Item 2 of this Statement:
(1) Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest
and Contran may each be deemed to be the beneficial owner of the 3,155,788
Shares (approximately 49.5% of the Outstanding Shares) directly held by
Valhi, NL and Valmont; and
(2) Harold C. Simmons may be deemed to be the beneficial owner of the
3,413,041 Shares (approximately 53.5% of the Outstanding Shares) directly
held by Valhi, the Foundation, NL, Valmont, Mr. Simmons' spouse and the
CMRT.
Except to the extent of his vested beneficial interest in Shares directly
held by the CMRT, Mr. Simmons disclaims beneficial ownership of all Shares.
The Reporting Persons understand, based on ownership filings with the
Securities and Exchange Commission (the "Commission") or upon information
provided by the persons listed on Schedule B to this Statement, that such
persons may be deemed to own beneficially the Shares as indicated on Schedule C
to this Statement.
(b) By virtue of the relationships described in Item 2:
(1) Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest
and Contran may each be deemed to share the power to vote and direct the
disposition of the Shares directly held by Valhi, NL and Valmont; and
(2) Harold C. Simmons may be deemed to share the power to vote and
direct the disposition of the Shares directly held by Valhi, the
Foundation, NL, Valmont, Mr. Simmons' spouse and the CMRT.
(c) On June 26, 1998, Valhi purchased 25,000 Shares on the New York Stock
Exchange, Inc. for $55.00 per share (exclusive of commissions). On August 18,
1998, Valhi purchased 12,200 shares in a privately negotiated transaction for
$50.00 per share.
(d) Each of Valhi, the Foundation, NL, Valmont, Mr. Simmons' spouse and
the CMRT has the right to receive and the power to direct the receipt of
dividends from, and proceeds from the sale of, the Shares directly held by such
entity or person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
As described under Item 4, the Stock Purchase Agreement provides that
Contran and entities controlled by Contran shall not purchase Shares until such
time as Valhi and entities controlled by Valhi hold more than 50% of the
outstanding Shares, unless Valhi shall first decline to purchase such Shares as
may be offered.
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 Stock Purchase Agreement dated June 19, 1998 among Contran
Corporation, Valhi Group, Inc., National City Lines, Inc. and
Valhi, Inc. (incorporated by reference to Exhibit 10.1 to the
Current Report on Form 8-K of Valhi, Inc. dated June 19, 1998 and
filed with the Securities and Exchange Commission on June 24,
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: September 2, 1998
/s/ Harold C. Simmons
--------------------------------
Harold C. Simmons
Signing in his individual capacity only.
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 2, 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
Steven L. Watson, as Vice President of each of:
CONTRAN CORPORATION
DIXIE HOLDING COMPANY
DIXIE RICE AGRICULTURAL CORPORATION, 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 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 their present principal occupations are
set forth below. Except as otherwise indicated, the business address of each
such person is 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240.
Name Present Principal Occupation
- ------------------------- --------------------------------------
Eugene K. Anderson Vice president of Contran, Dixie
Holding, NOA, National, Valhi and VGI.
F. Murlyn Broussard (1) Treasurer of Southwest.
Joseph S. Compofelice (2) Chairman of the board and chief
executive officer of CompX
International Inc. , a manufacturer of
computer support systems, drawer
slides and locking systems affiliated
with Valhi ("CompX"); and executive
vice president of Valhi.
Norman S. Edelcup (3) Chairman of the board of Item
Processing of America, Inc., a
processing service bureau; and a
director of Valhi.
Kenneth R. Ferris (4) Distinguished professor at the
American Graduate School of
International Management; and a
director of Valhi.
J. Mark Hollingsworth General counsel of Contran, Dixie
Holding, Dixie Rice, NOA, National,
Southwest, VGI, Valhi and CompX.
William J. Lindquist Vice president and tax director of
Contran, Dixie Holding, Dixie Rice,
NOA, National, Southwest, VGI, Valhi
and CompX; and a director of Contran.
Andrew McCollam, Jr. (1) Director of Dixie Rice; president and
director of Southwest; and a private
investor.
Harold M. Mire (5) Vice president of Dixie Rice and
Southwest.
Bobby D. O'Brien Vice president and treasurer of
Contran, Dixie Holding, Dixie Rice,
NOA, National, VGI, Valhi and CompX;
Vice President of Southwest.
Glenn R. Simmons Vice chairman of the board and
director of Contran, Dixie Holding,
NOA, National, VGI and Valhi; director
of NL and Tremont; director and
executive vice president of Southwest
and Dixie Rice; director and chairman
of the board of CompX and Keystone
Consolidated Industries, Inc., a steel
fabricated wire products, industrial
wire and carbon steel rod company
affiliated with Contran ("Keystone").
Harold C. Simmons Chairman of the board, chief executive
officer, director and president of
Contran, Dixie Holding, NOA, National,
VGI and Valhi; chairman of the board,
chief executive officer and director
of Dixie Rice and Southwest; director
and chairman of the board of NL;
director of Tremont.
Robert W. Singer Vice president of Contran and Valhi;
president and chief executive officer
of Keystone.
Richard A. Smith (5) Director and president of Dixie Rice.
Gregory M. Swalwell Controller of Contran, Dixie Holding,
NOA, National, Southwest, VGI and
Valhi.
J. Walter Tucker, Jr. (6) President, treasurer and a director of
Tucker & Branham, Inc., a mortgage
banking, insurance and real estate
company; vice chairman of the board
and a director of Keystone; and a
director of Valhi.
Steven L. Watson Vice president and secretary of
Contran, Dixie Holding, Dixie Rice,
NOA, National, Southwest, VGI, Valhi
and CompX; director of Contran and
Dixie Rice.
- ----------
(1) The principal business address for this person is 402 Canal Street, Houma,
Louisiana 70360.
(2) The principal business address for Mr. Compofelice is 16825 Northchase
Drive, Suite 1200, Houston, Texas 77060-2544
(3) The principal business address for Mr. Edelcup is 5190 N.W. 167th Street,
Miami, Florida 33014-6328.
(4) The principal business address for Dr. Ferris is Thunderbird American
Graduate School of International Management, 15249 N. 59th Avenue,
Glendale, Arizona 85306-6010.
(5) The principal business address for this person is 600 Pasquiere Street,
Gueydan, Louisiana 70542-0010.
(6) The principal business address for Mr. Tucker is 400 E. Central, 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 own beneficially Shares, as outlined below:
Name Shares Held
- ----------------------------------------------- ----------------
Eugene K. Anderson -0-
F. Murlyn Broussard -0-
Joseph S. Compofelice -0-
Norman S. Edelcup -0-
Kenneth R. Ferris -0-
J. Mark Hollingsworth -0-
William J. Lindquist -0-
Andrew McCollam, Jr. -0-
Harold M. Mire -0-
Bobby D. O'Brien -0-
Glenn R. Simmons (1) 534
Harold C. Simmons (2) (2)
Robert W. Singer -0-
Richard A. Smith 60
Gregory M. Swalwell -0-
J. Walter Tucker, Jr. (3) 525
Steven L. Watson 6,474
- ----------
(1) The Reporting Persons understand the Shares indicated as held by Glenn R.
Simmons include 534 Shares held in his individual retirement account.
(2) Mr. Simmons may be deemed to possess indirect beneficial ownership of
certain Shares as described in Item 5(a) of this Statement. Except to the
extent of his vested beneficial interest in Shares directly held by the
CMRT, Mr. Simmons disclaims beneficial ownership of all Shares.
(3) The Reporting Persons understand the Shares indicated as held by Mr. Tucker
include 525 Shares owned by Statewide Title Guaranty, Co. ("Statewide").
Mr. Tucker is the sole shareholder of Statewide.
