SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
(Amendment No. 1)*
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)
February 12, 1999
(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 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS.
OF SUCH PERSONS (ENTITIES ONLY)
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 and AF
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 12,280,005
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,280,005
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
12,280,005
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.1%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS.
OF SUCH PERSONS (ENTITIES ONLY)
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 12,280,005
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,280,005
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
12,280,005
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.1%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS.
OF SUCH PERSONS (ENTITIES ONLY)
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 12,280,005
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,280,005
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
12,280,005
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.1%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS.
OF SUCH PERSONS (ENTITIES ONLY)
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 12,280,005
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,280,005
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
12,280,005
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.1%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS.
OF SUCH PERSONS (ENTITIES ONLY)
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 12,280,005
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,280,005
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
12,280,005
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.1%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS.
OF SUCH PERSONS (ENTITIES ONLY)
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 12,280,005
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,280,005
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
12,280,005
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.1%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS.
OF SUCH PERSONS (ENTITIES ONLY)
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 12,280,005
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,280,005
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
12,280,005
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.1%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS.
OF SUCH PERSONS (ENTITIES ONLY)
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 12,280,005
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,280,005
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
12,280,005
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.1%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS.
OF SUCH PERSONS (ENTITIES ONLY)
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 12,280,005
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,280,005
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
12,280,005
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.1%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS.
OF SUCH PERSONS (ENTITIES ONLY)
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 12,280,005
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,280,005
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
12,280,005
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.1%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
EP
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS.
OF SUCH PERSONS (ENTITIES ONLY)
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 12,280,005
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,280,005
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
12,280,005
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.1%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS.
OF SUCH PERSONS (ENTITIES ONLY)
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 12,280,005
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,280,005
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. 1
TO SCHEDULE 13D
This amended statement on Schedule 13D (collectively, this "Statement")
relates to the common stock, $0.01 par value per share (the "Shares"), of
Titanium Metals Corporation, a Delaware corporation (the "Company"). Items 2,
3, 4, 5 and 7 of this Statement are hereby amended as set forth below.
Item 2. Identity and Background.
Item 2(a) is hereby amended and restated in its entirety as follows:
(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 39.1% of the 31,369,405
Shares outstanding as of October 31, 1998 according to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1998 (the "Outstanding
Shares"). Tremont may be deemed to control the Company.
Valhi is the direct holder of approximately 48.4% 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 0.8% 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 either 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, or
by Mr. Simmons directly. 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 a 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 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.
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 owes 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. Under
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
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.
Item 3. Source and Amount of Funds or Other Consideration.
No change except for the addition of the following:
The total amount of funds Tremont used to acquire the Shares purchased by
it as reported in Item 5(c) was $15,987,863.45. Such funds were provided by
Tremont's cash on hand and a $6,275,000.00 loan from Contran pursuant to an
Advance Agreement dated October 5, 1998 between Tremont and Contran (the
"Advance Agreement"). Such borrowings bear interest at a rate per annum equal to
the base rate as publicly announced from time to time by Bank One, Texas, N.A.,
less one-half percent, and are due within five days of Contran's written demand
for payment. The foregoing summary of the Advance Agreement is qualified in its
entirety by reference to the text of the Advance Agreement, which is filed as
Exhibit 3 to this Statement and incorporated herein by reference.
Item 4. Purpose of Transaction.
No change except for the addition of the following:
On February 12, 1999, Tremont notified IMI Americas, Inc. ("IMI") that
Tremont would exercise its option to purchase (the "IMI Option") 2,011,305
Shares from IMI at a price of approximately $7.95 per share. As previously
described in this Statement, IMI had granted the IMI Option to Tremont in
connection with the Company's 1996 acquisition of the titanium business of IMI
plc. Tremont and IMI closed Tremont's exercise of the IMI Option on February
18, 1999.
As previously described in this Statement, in 1996 Tremont assigned a
portion of the IMI Option, exercisable for 503,230 Shares, to Union Titanium
Sponge Corporation ("UTSC"). On February 9, 1999, UTSC notified Tremont that
UTSC would not exercise its portion of the IMI Option. As a result, UTSC's
portion of the IMI Option reverted to Tremont. Tremont exercised the reverted
IMI Option along with the remaining portion of the IMI Option as described
above.
Tremont exercised the IMI Option 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.
Item 5. Interest in Securities of the Issuer.
No change except for the addition of the following:
(a) Tremont is the beneficial owner of 12,280,005 Shares.
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 12,280,005 Shares (approximately 39.1% of the
Outstanding Shares) that Tremont holds directly.
(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 12,280,005 Shares that Tremont holds
directly.
(c) On February 12, 1999, Tremont notified IMI of its intent to exercise
the IMI Option to purchase 2,011,305 Shares. On February 18, 1999, Tremont
closed the purchase of the 2,011,305 Shares from IMI for $7.949 per share
pursuant to the exercise of the IMI Option.
(d) Tremont has the right to receive and the power to direct the receipt
of dividends from, and proceeds from the sale of, the 12,280,005 Shares that
Tremont holds directly.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended and restated in its entirety as follows:
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).
Exhibit 3* Advance Agreement dated October 5, 1998 between Contran
Corporation and Tremont Corporation.
- ----------
* Filed herewith.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: February 22, 1999
/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: February 22, 1999
/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: February 22, 1999
/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 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.
EXHIBIT INDEX
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).
Exhibit 3* Advance Agreement dated October 5, 1998 between Contran
Corporation and Tremont Corporation.
- ----------
* Filed herewith.
October 5, 1998
A D V A N C E A G R E E M E N T
WHEREAS, Contran Corporation ("Contran"), a Delaware corporation and
Tremont Corporation, a Delaware corporation ("Tremont"), desire to enter into an
agreement whereby they can periodically receive money from and advance money to
each other, and can make periodic repayments on any advances outstanding:
NOW THEREFORE, for and in consideration of the mutual promises, obligations
and undertakings set forth herein, the parties make the following agreement:
1. The undersigned parties agree that all sums advanced by Contran to
Tremont or sums advanced by Tremont to Contran, shall be netted and that the
balance outstanding under this Agreement shall be at any time the net amount of
advances and repayments.
2. The undersigned parties further agree that the unpaid principal
balances from time to time outstanding shall bear interest at a rate per annum
equal to the base rate as publicly announced from time to time by Bank One,
Texas, NA, less one half of one percent.
3. Within five (5) days of written demand being made by the party having a
principal amount receivable (current obligee), the party having a principal
amount payable (current obligor) will pay the amount demanded up to the total
amount outstanding to the current obligee at the office of the current obligee
or such other location as may be designated by the current obligee.
4. The undersigned parties agree that all indebtedness under this
Agreement is and shall be subordinate to the prior payment in full of all
indebtedness for borrowed money under any other agreements whether outstanding
on the date hereof or hereafter created or incurred, and renewals, extensions
and refunding of such indebtedness.
5. The undersigned parties agree that this Agreement, shall be maintained
in the office of Contran. Contran agrees that this Agreement shall be made
available for inspection by the parties hereto at any time.
6. The undersigned parties agree and do waive all requirements of
presentment, notice of dishonor or protest for the nonpayment of the unpaid
balance under this Agreement. If the unpaid balance under this Agreement is not
paid within five (5) days after demand has been made for the payment of the same
and the current obligee places the matter with an attorney for collection or a
suit is instituted to enforce payment, the current obligor agrees to pay all
costs of collection and reasonable attorney's fees incurred by the current
obligee in connection herewith. The parties further agree that any applicable
statute of limitation shall not commence running against the current obligee
until five (5) days after written demand has been made for payment in full.
7. The parties agree that the rights, privileges and obligations created
by this Agreement are not assignable or otherwise transferable. This Agreement
shall be terminable by either party five (5) days written notice of termination
is delivered to the other party. The current obligor shall, upon termination,
pay all principal and interest due under this Agreement to the current obligee.
Executed as of the date first written above.
CONTRAN CORPORATION
By: /s/ Eugene K. Anderson
------------------------------
Eugene K. Anderson
Vice President
TREMONT CORPORATION
By: /s/ J. Thomas Montgomery, Jr.
------------------------------
J. Thomas Montgomery, Jr.
Vice President
