SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
TREMONT CORPORATION
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
894745 20 7
(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)
June 30, 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. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Valhi, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC and BK
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,244,188
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
3,244,188
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,244,188
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.8%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 894745 20 7
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 3,244,188
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
3,244,188
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,244,188
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.8%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 894745 20 7
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 3,244,188
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
3,244,188
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,244,188
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.8%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 894745 20 7
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 3,244,188
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
3,244,188
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,244,188
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.8%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 894745 20 7
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 3,244,188
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
3,244,188
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,244,188
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.8%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 894745 20 7
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 3,244,188
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
3,244,188
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,244,188
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.8%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 894745 20 7
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 3,244,188
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
3,244,188
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,244,188
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.8%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Contran Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,244,188
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
3,244,188
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,244,188
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.8%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Combined Master Retirement Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,247,694
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
3,247,694
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,247,694
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.8%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
EP
CUSIP No. 894745 20 7
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) [ ]
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 3,494,188
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
3,494,188
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,494,188
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.7%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 894745 20 7
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 3,501,441
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
3,501,441
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. 11
TO SCHEDULE 13D
This amended statement on Schedule 13D (this "Statement") relates to the
common stock, par value $1.00 per share (the "Shares"), of Tremont Corporation,
a Delaware corporation (the "Company"). Items 2, 3, 4, 5, 6 and 7 of this
Statement are hereby amended as set forth below.
Item 2. Identity and Background.
Item 2 is amended as follows:
(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"), 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.
Valhi is the direct holder of approximately 49.7% of the 6,387,158 Shares
outstanding as of April 30, 1999 according to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1999 (the "Outstanding Shares").
Valhi may be deemed to control the Company. VGI, National and Contran are the
direct holders of 81.8%, 9.5% and 0.7% of the outstanding common stock of Valhi.
Together, VGI, National and Contran may be deemed to control Valhi. National,
NOA and Dixie Holding are the direct holders of approximately 73.3%, 11.4% and
15.3%, respectively, of the outstanding common stock of VGI. Together,
National, NOA and Dixie Holding may be deemed to control VGI. Contran and NOA
are the direct holders of approximately 85.7% and 14.3%, respectively, of the
outstanding common stock of National and together may be deemed to control
National. Contran and Southwest are the direct holders of approximately 49.9%
and 50.1%, respectively, of the outstanding common stock of NOA and together may
be deemed to control NOA. Dixie Rice is the direct holder of 100% of the
outstanding common stock of Dixie Holding and may be deemed to control Dixie
Holding. Contran is the holder of 100% of the outstanding common stock of Dixie
Rice and may be deemed to control Dixie Rice. Contran is the holder of
approximately 88.8% of the outstanding common stock of Dixie Rice and Southwest,
respectively, and may be deemed to control Southwest.
Substantially all of Contran's outstanding voting stock is held either by
trusts established for the benefit of certain children and grandchildren of
Harold C. Simmons (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
any shares of Contran stock, except for those shares he holds directly.
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 58.1% and
19.7%, 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 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.
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 the Company.
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
Foundation is set forth on Schedule B attached hereto and incorporated herein by
reference.
(b) The principal offices of the CMRT and the Foundation are located at
Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697.
The business addresses of the directors and executive officers of the Foundation
are set forth on Schedule B to this Statement and incorporated herein by
reference.
(c) 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.
(f) The CMRT is governed by the laws of the state of Texas, except as
those laws are superseded by federal law. The Foundation is a Texas non-profit
corporation.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended as follows.
The total amount of funds Valhi used to acquire the Shares purchased by it
as reported in Item 5(c) was $1,944,800.00. Such funds were provided by amounts
Valhi borrowed from Contran pursuant to a $25 million demand promissory note
dated February 1, 1999 executed by Valhi and payable to the order of Contran, a
copy of which is attached as Exhibit 1 to this Statement. This borrowing was
subsequently repaid by amounts Valhi borrowed under the Credit Agreement dated
as of November 6, 1998 among Valhi, Inc., the financial institutions from time
to time that are a party thereto and Societe Generale, Southwest Agency, as the
administrative agent, issuing bank and arranger, a copy of which is attached as
Exhibit 2 to this Statement.
Item 4. Purpose of Transaction.
Item 4 is amended as follows.
Valhi purchased the Shares reported in Item 5(c) of this Amendment in order
to increase its equity interest in the Company.
Depending upon their evaluation of the Company's business and prospects,
and upon future developments (including, but not limited to, performance of the
Shares in the market, availability of funds, alternative uses of funds, and
money, stock market and general economic conditions), any of the Reporting
Persons or other entities that may be deemed to be affiliated with Contran may
from time to time purchase Shares, and any of the Reporting Persons or other
entities that may be deemed to be affiliated with Contran may from time to time
dispose of all or a portion of the Shares held by such person, or cease buying
or selling Shares. Any such additional purchases or sales of the Shares may be
in open market or privately negotiated transactions or otherwise.
As described under Item 2 of this Statement, Harold C. Simmons may be
deemed to control the Company.
The Reporting Persons understand that prior purchases of Shares by persons
named in Schedule B to this Statement (other than Harold C. Simmons) were made
for the purpose of each such person's personal investment.
Except as described in this Item 4, none of the Reporting Persons nor, to
the best knowledge of such persons, any other person named in Schedule B to this
Statement has formulated any plans or proposals 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.
Item 5 is amended as follows.
(a) Valhi, the Foundation, NL, Valmont, Harold C. Simmons' spouse and the
CMRT are the beneficial owners of 3,177,531, 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 3,244,188
Shares (approximately 50.8% of the Outstanding Shares) directly held by
Valhi, NL and Valmont;
(2) The CMRT may be deemed to be the beneficial owner of the
3,247,694 Shares (approximately 50.8% of the Outstanding Shares) directly
held by Valhi, NL, Valmont and the CMRT;
(3) the Foundation may be deemed to be the beneficial owner of the
3,494,188 Shares (approximately 54.7% of the Outstanding Shares) directly
held by Valhi, the Foundation, NL and Valmont; and
(4) Harold C. Simmons may be deemed to be the beneficial owner of the
3,501,441 Shares (approximately 54.8% 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;
(2) The CMRT may be deemed to share the power to vote and direct the
disposition of the Shares directly held by Valhi, NL, Valmont and the
CMRT;
(3) the Foundation may be deemed to share the power to vote and
direct the disposition of the Shares directly held by Valhi, the
Foundation, NL and Valmont; and
(4) 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 30, 1999, Valhi purchased 88,400 Shares in a privately
negotiated transaction for $22.00 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.
Item 6 is amended as follows.
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.
Item 7 is amended and restated as follows.
Exhibit 1* $25 Million Demand Promissory Note dated February 1, 1999
executed by Valhi, Inc. and payable to the order of Contran
Corporation.
Exhibit 2 Credit Agreement dated as of November 6, 1998 among Valhi,
Inc., the financial institutions from time to time that are a
party thereto and Societe Generale, Southwest Agency, as the
administrative agent, issuing bank and arranger (incorporated by
reference to Exhibit 1 to Amendment 59 to Schedule 13D filed on
November 23, 1999 with the Securities and Exchange Commission by
Tremont Corporation, Valmont Insurance Company, Valhi, Inc.,
Valhi Group, Inc., National City Lines, Inc., NOA, Inc., Dixie
Holding Company, Dixie Rice Agricultural Corporation, Inc.,
Southwest Louisiana Land Company, Inc., Contran Corporation, The
Combined Master Retirement Trust, the Harold Simmons Foundation,
Inc. and Harold C. Simmons with respect to the common stock, par
value $0.125 per share, of NL Industries, Inc.
- ----------
* 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: July 19, 1999
/s/ Harold C. Simmons
--------------------------------
Harold C. Simmons
Signing in his individual capacity and 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: July 19, 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.
Steven L. Watson, as Vice President or President of each of:
CONTRAN CORPORATION
DIXIE HOLDING COMPANY
DIXIE RICE AGRICULTURAL CORPORATION, INC.
HAROLD SIMMONS FOUNDATION, INC.
NATIONAL CITY LINES, INC.
NOA, INC.
SOUTHWEST LOUISIANA LAND COMPANY, INC.
VALHI GROUP, INC.
VALHI, INC.
Schedule B
The names of the directors and executive officers of the Harold Simmons
Foundation, Inc. (the "Foundation") and their present principal occupations are
set forth below. 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
- ------------------------------- --------------------------------
Eugene K. Anderson Vice president of Contran
Corporation ("Contran"), Dixie
Holding Company, Inc. ("Dixie
Holding"), Dixie Rice
Agricultural Corporation, Inc.
("Dixie Rice"), NOA, Inc.
("NOA"), National City Lines,
Inc. ("National"), Southwest
Louisiana Land Company, Inc.
("Southwest"), Valhi Group, Inc.
("VGI"), Valhi, Inc. ("Valhi")
and Valmont Insurance Company
("Valmont"); and treasurer of
the Foundation.
Lisa Simmons Epstein Director and president of the
Foundation.
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., an
indirect subsidiary of Valhi
("CompX").
Keith A. Johnson Controller of the Foundation.
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
Industries, Inc.; director of
Tremont Corporation; and trustee
and member of the trust
investment committee of The
Combined Master Retirement
Trust.
Steven L. Watson Director and president of
Contran, Dixie Holding, NOA,
National, VGI and Valhi;
director and executive vice
president of Dixie Rice and
Southwest; director, vice
president and secretary of the
Foundation; vice president and
secretary of Valmont.
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-
Lisa Simmons Epstein 298
J. Mark Hollingsworth -0-
Keith A. Johnson 200
Harold C. Simmons (1) (1)
Steven L. Watson 6,274
- ----------
(1) 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.
EXHIBIT INDEX
Exhibit 1* $25 Million Demand Promissory Note dated February 1, 1999
executed by Valhi, Inc. and payable to the order of Contran
Corporation.
Exhibit 2 Credit Agreement dated as of November 6, 1998 among Valhi,
Inc., the financial institutions from time to time that are a
party thereto and Societe Generale, Southwest Agency, as the
administrative agent, issuing bank and arranger (incorporated by
reference to Exhibit 1 to Amendment 59 to Schedule 13D filed on
November 23, 1999 with the Securities and Exchange Commission by
Tremont Corporation, Valmont Insurance Company, Valhi, Inc.,
Valhi Group, Inc., National City Lines, Inc., NOA, Inc., Dixie
Holding Company, Dixie Rice Agricultural Corporation, Inc.,
Southwest Louisiana Land Company, Inc., Contran Corporation, The
Combined Master Retirement Trust, the Harold Simmons Foundation,
Inc. and Harold C. Simmons with respect to the common stock, par
value $0.125 per share, of NL Industries, Inc.
- ----------
* Filed herewith.
DEMAND
PROMISSORY NOTE
$25,000,000 Dallas, Texas February 1, 1999
FOR VALUE RECEIVED, the undersigned, Valhi, Inc., a Delaware corporation
("Maker"), promises to pay to the order of Contran Corporation ("Payee"), at the
offices of Payee in Dallas, Texas, or at such other address as Payee or any
holder of this promissory note ("Note") may designate to Maker, on the dates and
in the amounts herein specified, in lawful money of the United States of
America, which shall be legal tender in payment of all debts and dues, public
and private, the principal sum of $25,000,000, or so much thereof as is advanced
from time to time by Payee, and interest on the unpaid balance from time to time
outstanding from the date hereof until the maturity hereof at the rate of
interest 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. The principal of
this Note and accrued interest hereunder shall be due and payable on demand.
Each advance made by Payee to Maker, and all payments made on account of
principal hereof, shall be recorded by Payee and, prior to any transfer hereof,
endorsed on the grid attached hereto as part of Schedule 1, which is part of
this Note. This Note is a "revolving line of credit" note. Principal advances
may be made, from time to time, to the principal amount of this Note, and
principal payments may, from time to time, be made by Maker to reduce the
principal balance owing pursuant to this Note. This Note may be prepaid in
whole or in part at any time without penalty or premium.
If this Note is placed in the hands of an attorney for collection, or if
collection by suit or through any bankruptcy or other legal proceedings, Maker
hereby agrees to pay all expenses incurred by the holder of this Note, including
reasonable attorneys' fees, all of which shall become a part of the principal
hereof.
Each Maker, surety and endorser waives grace, demand, presentment for
payment, notice of dishonor, diligence, and protest of any kind and agrees and
consents that this Note may be renewed and the time of payment extended without
notice and without releasing any of such parties.
Except to the extent federal regulations or laws are applicable, this Note
shall be construed and enforced under and in accordance with and shall be
governed by the laws of the State of Texas.
Until this Note is paid in full, the "Maker" agrees to maintain
availability of funds pursuant to credit agreements with commercial banks of at
least the amount of the unpaid principal balance owing hereunder.
This Note replaces that certain Promissory Note, dated September 30, 1998
in the original principal amount of $15,000,000 made by Maker payable to the
order of Payee. The principal balance, $10,500,000 plus accrued interest, owing
pursuant to that Note, carries over to this Note.
VALHI, INC.
By:
----------------------------
Name:
--------------------------
Title:
-------------------------
SCHEDULE 1
I. INTEREST RATE
Rate Effective Date
---- --------------
II. PRINCIPAL ADVANCES AND PAYMENTS
Amount of Amount of New Notation
Date Advance Payment Balance By
- ---- --------- --------- ------- --------
