SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 60)*
NL INDUSTRIES, INC.
(Name of Issuer)
Common Stock, $0.125 par value
(Title of Class of Securities)
629156 40 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)
December 1, 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. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tremont Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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 10,215,541
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
10,215,541
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,215,541
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Valmont Insurance Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Vermont
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 10,215,541
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
10,215,541
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,215,541
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 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 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 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 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
USIP No. 629156 40 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 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 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 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
USIP No. 629156 40 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 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 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 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 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 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 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 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 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 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
EP
CUSIP No. 629156 40 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 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 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
5,000
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 40,420,406
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 5,000
10 SHARED DISPOSITIVE POWER
40,420,406
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000
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. 59
TO SCHEDULE 13D
This amended statement on Schedule 13D (this "Statement") relates to the
common stock, $0.125 par value per share (the "Shares"), of NL Industries, Inc.,
a New Jersey corporation (the "Company"). Items 2, 3, 4, 5, 6 and 7 of this
Statement are hereby amended as set forth below. This Statement reflects the
purchases by the Company of Shares, which purchases have increased the
percentage of outstanding Shares owned by the Reporting Persons (as defined
below).
Item 2. Identity and Background.
Item 2 is amended and restated as follows:
(a) This Statement is filed (i) by Tremont Corporation ("Tremont") and
Valhi, Inc. ("Valhi") as the direct holders of Shares, (ii) by virtue of the
direct and indirect ownership of securities of Tremont and Valhi (as described
below in this Statement), by Valmont Insurance Company ("Valmont"), 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), by 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 and Tremont are the direct holders of approximately 58.5% and 19.8%,
respectively, of the 51,476,039 Shares outstanding as of December 1, 1999
according to information received from the Company (the "Outstanding Shares").
Valhi and Tremont may be deemed to control the Company. Valhi, the Foundation,
the Company, Valmont and the CMRT are the direct holders of approximately 49.7%,
3.9%, 0.6%, 0.5% and 0.1%, respectively, of the outstanding shares of common
stock of Tremont. Valhi may be deemed to control Tremont. Valhi is the direct
holder of 100% of the outstanding common stock of Valmont and may be deemed to
control Valmont. VGI, National, Contran, the Foundation, the Contran Deferred
Compensation Trust No. 2 (the "CDCT No. 2") and the CMRT are the direct holders
of 81.8%, 9.5%, 0.9%, 0.5%, 0.4% and 0.1%, respectively, 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 88.9% and 100.0% 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 children and grandchildren of Harold C.
Simmons (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 any shares of Contran stock
that the Trusts hold.
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.
The CDCT No. 2 directly holds approximately 0.4% of the outstanding Valhi
common stock. Boston Safe Deposit and Trust Company serves as the trustee of the
CDCT No. 2. Contran established the CDCT No. 2 as an irrevocable "rabbi trust"
to assist Contran in meeting certain deferred compensation obligations that it
owed to Harold C. Simmons. If the CDCT No. 2 assets are insufficient to satisfy
such obligations, Contran is obligated to satisfy the balance of such
obligations as they come due. Pursuant to the terms of the CDCT No. 2, Contran
(i) retains the power to vote the shares of Valhi common stock held directly by
the CDCT No. 2, (ii) retains dispositive power over such shares and (iii) may be
deemed the indirect beneficial owner of such shares.
The Company and Valmont directly own 1,186,200 shares and 1,000,000 shares,
respectively, of Valhi common stock. Pursuant to Delaware law, Valhi treats the
shares of Valhi common stock owned by Valmont and the Company 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 the Company 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 that
Valhi and Tremont hold directly. 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 69,475 Shares, 3,747
shares of Tremont common stock and 77,000 shares of Valhi common stock. Mr.
Simmons may be deemed to share indirect beneficial ownership of such shares. Mr.
Simmons disclaims all such beneficial ownership.
Certain information concerning the directors and executive officers of the
Reporting Persons, including offices held by Mr. Simmons is set forth on
Schedule B attached hereto and incorporated herein by reference.
(b) The principal office of Tremont is 1999 Broadway, Suite 4300, Denver,
Colorado 80202. The principal office of Valmont is Five Burlington Square, 4th
Floor, Burlington, Vermont 05401. The principal offices of Valhi, VGI, National,
NOA, Dixie Holding and Contran, the CMRT and the Foundation are located at, and
the business address of Harold C. Simmons is, Three Lincoln Centre, 5430 LBJ
Freeway, Suite 1700, Dallas, Texas 75240-2697. The principal office of Dixie
Rice is 600 Pasquiere Street, Gueydan, Louisiana 70542. The principal office of
Southwest is 402 Canal Street, Houma, Louisiana 70360. The business addresses of
the remaining directors and executive officers of the Reporting Persons are set
forth on Schedule B to this Statement and incorporated herein by reference.
(c) Tremont is principally engaged through the Company in the production of
titanium dioxide pigments and through other companies in the production of
titanium metal products and in real estate development.
Valmont is principally engaged in insuring certain casualty and property
risks of its parent and affiliate corporations or entities.
In addition to activities engaged in through Tremont, Valmont, the Company
and the companies they may be deemed to control, Valhi is engaged through other
companies in the ergonomic computer support systems, precision ball bearing
slides, locking systems and waste management industries.
In addition to activities engaged in through Valhi and the other companies
it may be deemed to control, as described above, and in addition to holding the
securities described above, (i) VGI is engaged in holding notes receivable; (ii)
National is engaged in holding notes receivable and, directly or through other
companies, in real estate, oil and gas activities and the rental and sales of
compressors and related products; (iii) Dixie Holding is engaged in holding
preferred stock of Contran; (iv) NOA is engaged in real estate and holding notes
receivable; (v) Dixie Rice is engaged in land management, agriculture and oil
and gas activities; (vi) Southwest is engaged in land management, agriculture
and oil and gas activities; and (vii) Contran is engaged through other companies
in the production of, among other things, steel rod, wire and wire products.
The CMRT is a trust formed by Valhi to permit the collective investment by
trusts that maintain the assets of certain employee benefit plans adopted by
Valhi and related companies. The employee benefit plans funded by the trusts
participating in the CMRT are subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended.
The Foundation is a tax-exempt foundation organized for charitable
purposes.
(d) None of the Reporting Persons or, to the best knowledge of such
persons, any of the persons named in Schedule B to this Statement has been
convicted in a criminal proceeding in the past five years (excluding traffic
violations or similar misdemeanors).
(e) None of the Reporting Persons or, to the best knowledge of such
persons, any person named in Schedule B to this Statement, was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Contran, Dixie Holding, National, Valhi and Tremont are Delaware
corporations. Valmont is a Vermont corporation. VGI is a Nevada corporation. NOA
is a Texas corporation and the Foundation is a Texas non-profit corporation.
Dixie Rice and Southwest are Louisiana corporations. The CMRT is governed by the
laws of the state of Texas, except as those laws are superseded by federal law.
Harold C. Simmons and all the persons named on Schedule B to this Statement are
citizens of the United States, except as otherwise indicated on such Schedule.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended as follows:
The Reporting Persons understand that the funds required by each person
named in Schedule B to this Statement to acquire Shares were from such person's
personal funds.
Item 4. Purpose of Transaction.
Item 4 is amended as follows:
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 information included in Item 6 of this Statement is hereby incorporated
herein by reference.
The Reporting Persons understand that prior purchases of the Shares listed,
and by the persons named, in Schedule B to this Statement were made for the
purpose of each such person's personal investment.
Certain of the persons named in Schedule B to this Statement, namely Harold
C. Simmons, Glenn R. Simmons, Joseph S. Compofelice, J. Landis Martin, Susan E.
Alderton, Gerald W. Pullin and Patrick J. Stangle are directors, officers or
employees of the Company and may acquire Shares from time to time pursuant to
benefit plans that the Company sponsors or other compensation arrangements with
the Company.
Except as described in this Item 4, none of the Reporting Persons nor, to
the best knowledge of such persons, any other person named in Schedule B to this
Statement has formulated any plans or proposals which relate to or would result
in any matter required to be disclosed in response to paragraphs (a) through (j)
of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended as follows:
(a) Valhi, Tremont, Harold C. Simmons' spouse and Harold C. Simmons are the
direct beneficial owners of 30,135,390, 10,215,541, 69,475 and 1,000 Shares,
respectively. In addition, Harold C. Simmons holds stock options exercisable for
4,000 Shares.
By virtue of the relationships described under Item 2 of this Statement:
(1) Tremont and Valmont may be deemed to be the beneficial owner of the
10,215,541 Shares (approximately 19.8% of the Outstanding Shares) directly held
by Tremont;
(2) Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest,
Contran, the CMRT and the Foundation may each be deemed to be the beneficial
owner of the 40,350,931 Shares (approximately 78.4% of the Outstanding Shares)
directly held by Valhi and Tremont; and
(3) Harold C. Simmons may be deemed to be the beneficial owner of the
40,425,406 Shares (approximately 78.5% of the Outstanding Shares) directly held
by Valhi, Tremont, Mr. Simmons' spouse and himself and the 4,000 Shares that Mr.
Simmons can acquire by exercise of stock options.
Mr. Simmons disclaims beneficial ownership of all Shares, except the 1,000
Shares that he holds directly.
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 personally and beneficially the Shares as indicated
on Schedule C to this Statement.
(b) By virtue of the relationships described in Item 2:
(1) Tremont and Valmont may each be deemed to share the power to vote and
direct the disposition of the 10,215,541 Shares that Tremont directly holds;
(2) Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest,
Contran, the CMRT and the Foundation may each be deemed to share the power to
vote and direct the disposition of the 40,350,931 Shares that Valhi and Tremont
directly hold;
(3) Harold C. Simmmons may be deemed to share the power to vote and direct
the disposition of the 40,420,406 Shares that Valhi, Tremont and Mr. Simmons'
spouse directly hold; and
(4) Harold C. Simmmons may be deemed to have the sole power to vote and
direct the disposition of the 1,000 Shares that he holds directly and the 4,000
shares that he can acquire pursuant to the exercise of stock options.
(c) None.
(d) Each of Valhi, Tremont, Harold C. Simmons' spouse and Harold C. Simmons
has the right to receive and the power to direct the receipt of dividends from,
and proceeds from the sale of, the Shares that such entity or person directly
holds.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Item 6 is amended and restated as follows:
As of November 6, 1998, Valhi entered into a Credit Agreement (the "Valhi
Credit Facility") among Valhi, Comerica Bank ("Comerica"), U.S. Bank National
Association ("U.S. Bank") and Societe Generale, Southwest Agency ("SoGen," and
collectively with Comerica and U.S. Bank, the "Banks"), for itself and as the
administrative agent, issuing bank and arranger. The Banks have committed to
loan to Valhi under the Valhi Credit Facility up to an aggregate of $50 million.
The maximum amount that Valhi can borrow under the Valhi Credit Facility can be
increased to a maximum of $100 million, if and when additional participating
banks commit to loan additional amounts to Valhi under the Valhi Credit
Facility. Borrowings under the Valhi Credit Facility bear interest (i) for base
rate borrowings, at the rate announced publicly from time to time by SoGen as
its prime rate or 0.50% over the federal funds rate or (ii) for eurodollar
borrowings, at a rate of 1.5% over the relevant rate (adjusted for statutory
reserve requirements for eurodollar liabilities) at which deposits in U.S.
dollars are offered to SoGen's London office in the interbank eurodollar market
(the one, two, three or six month rate at Valhi's option).
As of November 5, 1999, Valhi and the Banks entered into a First Amendment
Agreement extending the maturity date of Valhi Credit Facility to November 3,
2000. Valhi's obligations under the Valhi Credit Facility are collateralized by
certain Shares. As of December 1, 1999, Valhi had borrowed approximately $21
million and had pledged 29,974,610 Shares (58.1% of the Outstanding Shares)
under the Valhi Credit Facility. The foregoing summary of the Valhi Credit
Facility is qualified in its entirety by reference to Exhibits 1 and 2, which
are incorporated herein by this reference.
The information included in Item 4 of this Statement is hereby incorporated
herein by reference.
Other than as set forth above, none of the Reporting Persons or, to the
best knowledge of such persons, any person named in Schedule B to this Statement
has any contract, arrangement, understanding or relationship (legal or
otherwise) with any person with respect to securities of the Company, including,
but not limited to, transfer or voting of any such securities, finder's fees,
joint ventures, loans or option arrangements, puts or calls, guarantees of
profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended and restated as follows:
Exhibit 1 Credit Agreement dated as of November 6, 1998 among Valhi, Inc.,
the financial institutions from time to time that are a party
thereto (the "Banks") Societe Generale, Southwest Agency, as
the administrative agent, issuing bank and arranger
(incorporated by reference to Exhibit 1 to Amendment No. 59
to this Statement).
Exhibit 2* First Amendment Agreement dated as of November 5, 1999 among
Valhi, Inc., the Banks and Societe Generale, Southwest
Agency, as the administrative agent of the banks.
- ----------
* 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: December 13, 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: December 13, 1999
/s/ J. Landis Martin
--------------------------------
J. Landis Martin Signing in the
capacities listed on Schedule "A"
attached hereto and incorporated herein
by reference.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: December 13, 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 of 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.
VALMONT INSURANCE COMPANY
Schedule B
Schedule B is hereby amended and restated as follows:
The names of the directors and executive officers of the Contran
Corporation ("Contran"), Dixie Holding Company ("Dixie Holding"), Dixie Rice
Agricultural Corporation, Inc. ("Dixie Rice"), Harold Simmons Foundation, Inc.
(the "Foundation"), National City Lines, Inc. ("National"), NOA, Inc. ("NOA"),
Southwest Louisiana Land Company, Inc. ("Southwest"), Tremont Corporation
("Tremont"), Valhi Group, Inc. ("VGI"), Valhi, Inc. ("Valhi") and Valmont
Insurance Company ("Valmont") and their present principal occupations are set
forth below. Except as otherwise indicated, each such person is a citizen of the
United States of America and the business address of each such person is 5430
LBJ Freeway, Suite 1700, Dallas, Texas 75240.
Name Present Principal Occupation
- ------------------------------ ---------------------------------
Susan E. Alderton (1) Vice president and chief
financial officer of NL
Industries, Inc. (the "Company");
and director of Tremont.
Eugene K. Anderson Vice president of Contran,
Dixie Holding, Dixie Rice, NOA,
National, Southwest, VGI, Valhi and
Valmont; and treasurer of the
Foundation.
Richard J. Boushka (2) Director of Tremont; principal of
Boushka Properties, a private
investment firm.
F. Murlyn Broussard (3) Treasurer of Southwest.
Norman S. Edelcup (4) Director of Valhi; senior vice
president of Item Processing of
America Inc., a processing
service bureau.
Lisa Simmons Epstein Director and president of the
Foundation.
Kenneth R. Ferris (5) Director of Valhi; Distinguished
Professor at the American
Graduate School of International
Management.
J. Mark Hollingsworth Vice president and general
counsel of Contran, Dixie
Holding, Dixie Rice, NOA,
National, Southwest, VGI and
Valhi; general counsel of
Valmont, the Foundation and CompX
International Inc., a
manufacturer of computer support
systems, drawer slides and
locking systems that is
affiliated with Valhi ("CompX").
Keith A. Johnson Controller of the Foundation.
William J. Lindquist Director and senior vice
president of Contran, Dixie Holding,
NOA, National and VGI; senior vice
president of Dixie Rice, Southwest and
Valhi.
A. Andrew R. Louis Secretary of Contran, Dixie
Holding, Dixie Rice, NOA,
National, Southwest, VGI, Valhi
and CompX.
Kelly D. Luttmer Tax director of Contran, Dixie
Holding, Dixie Rice, NOA,
National, Southwest, VGI, Valhi
and CompX.
Allen Martin (6) Director of Valmont; and a
partner in the law firm of
Downs Rachlin & Martin PLLC.
J. Landis Martin (7) President, chief executive
officer and a director of the
Company; chairman of the board
and chief executive officer of
Titanium Metals Corporation, a
producer of titanium metal
products ("TIMET") that is
affiliated with Tremont; and
chairman of the board, president
and chief executive officer of Tremont.
Andrew McCollam, Jr. (3) Director of Dixie Rice; president
and director of Southwest; and a
private investor.
Harold M. Mire (8) Vice president of Dixie Rice and
Southwest.
J. Thomas Montgomery, Jr. (7) Vice president-finance and
treasurer of TIMET; and vice
president-controller and
treasurer of Tremont
Robert E. Musgraves (7) Vice president, general counsel
and secretary of TIMET and
Tremont.
Bobby D. O'Brien Vice president and treasurer
of Contran, Dixie Holding, Dixie Rice,
NOA, National, VGI, Valhi and Valmont;
and vice president of Southwest.
Gerald W. Pullin (9) Vice president of Valmont; Manager -
Loss Control of the Company.
Glenn R. Simmons Vice chairman of the board of
Contran, Dixie Holding, NOA,
National, VGI and Valhi; director
of the Company, Tremont and
CompX; director and executive
vice president of Southwest and
Dixie Rice; chairman of the board
of Keystone Consolidated
Industries, Inc. ("Keystone"), a
manufacturer of steel rod, wire
and wire products that is
affiliated with Contran; and a
director of Valmont.
Harold C. Simmons Chairman of the board and chief
executive officer of Contran,
Dixie Holding, Dixie Rice, the
Foundation, NOA, National,
Southwest, VGI and Valhi;
chairman of the board of the
Company; director of Tremont; and
trustee and member of the trust
investment committee of The
Combined Master Retirement Trust.
Richard A. Smith (8) Director and president of Dixie Rice.
Thomas P. Stafford (10) Director of Tremont; co-founder
of Stafford, Burke and Hecker,
Inc., a consulting company;
director of Allied-Signal, Inc.,
CMI Corporation and Seagate
Technologies, Inc.
Patrick J. Stangle (9) Director and president of Valmont;
and director of risk
management of the Company.
Avy H. Stein (11) Director of Tremont; managing partner
of Willis, Stein & Partners, a private
equity investment firm.
Gregory M. Swalwell Vice president and
controller of Contran, Dixie Holding,
NOA, National, VGI and Valhi; vice
president of Dixie Rice and Southwest;
and controller of Valmont.
J. Walter Tucker, Jr. (12) President, treasurer and a director
of Tucker & Branham, Inc., a mortgage
banking, insurance and real estate
company; vice chairman of the board of
Keystone; chairman of the board of
Valmont; and a director of Valhi.
Steven L. Watson Director and president of Contran,
Dixie Holding, NOA,
National, VGI and Valhi; director
and executive vice president of
Dixie Rice; director, vice president
and secretary of the Foundation;
executive vice president of
Southwest; vice president and secretary
Valmont.
- ----------
(1) The principal business address for Ms. Alderton is 70 East 55th Street, 8th
Floor, New York, New York 10022. Ms. Alderton is a citizen of the United
Kingdom.
(2) The principal business address for Mr. Boushka is 7701 East Kellogg, Suite
650, Wichita, Kansas 67207.
(3) The principal business address for Messrs. Broussard and McCollam is 402
Canal Street, Houma, Louisiana 70360.
(4) The principal business address for Mr. Edelcup is 5190 N.W. 167th Street,
Suite 300, Miami, Florida 33014.
(5) The principal business address for Dr. Ferris is 15249 North 59th Avenue,
Glendale, Arizona 85306-6000.
(6) The principal business address for Mr. Martin is 199 Main Street,
Burlington, Vermont 05402-0190.
(7) The principal business address for Messrs. Martin, Montgomery and Musgraves
is 1999 Broadway, Suite 4300, Denver, Colorado 80202.
(8) The principal business address for Messrs. Mire and Smith is 600 Pasquiere
Street, Gueydan, Louisiana 70542-0010.
(9) The principal business address for Messrs. Stangle and Pullin is Two
Greenspoint Plaza, 16825 Northchase Drive, Suite 1200, Houston, Texas
77060.
(10) The principal business address for Mr. Stafford is 1006 Cameron Street,
Alexandria, Virginia 22314.
(11) The principal business address for Mr. Stein is 227 West Monroe St., Suite
4300, Chicago, Illinois 60606.
(12) The principal business address for Mr. Tucker is 400 E. Central Boulevard,
Orlando, Florida 32801.
SCHEDULE C
Schedule C is hereby amended and restated as follows:
Based upon ownership filings with the Commission or upon information
provided by the persons listed on Schedule B to this Statement, such persons may
be deemed to personally beneficially own Shares, as outlined below:
Name Shares Held Options Held (1)
- ------------------------------- ---------------- ----------------
Susan E. Alderton (2) 53,194 62,400
Eugene K. Anderson -0- -0-
Richard J. Boushka -0- -0-
F. Murlyn Broussard -0- -0-
Norman S. Edelcup -0- -0-
Lisa Simmons Epstein 1,000 -0-
Kenneth R. Ferris (3) 3,000 -0-
J. Mark Hollingsworth (4) 500 -0-
Keith A. Johnson (5) 3,953 -0-
William J. Lindquist -0- -0-
A. Andrew R. Louis 0 0
Kelly D. Luttmer -0- -0-
Allen Martin -0- -0-
J. Landis Martin (6) 227,183 418,000
Andrew McCollam, Jr. -0- -0-
Harold M. Mire -0- -0-
J. Thomas Montgomery, Jr. 8,500 -0-
Robert E. Musgraves -0- -0-
Bobby D. O'Brien -0- -0-
Gerald W. Pullin (8) (8)
Glenn R. Simmons 2,800 4,000
Harold C. Simmons (7) 1,000 4,000
Richard A. Smith -0- -0-
Thomas P. Stafford -0- -0-
Patrick J. Stangle -0- 4,200
Avy H. Stein -0- -0-
Gregory M. Swalwell -0- -0-
J. Walter Tucker, Jr. -0- -0-
Steven L. Watson 8,000 -0-
- ----------
(1) Represents Shares issuable pursuant to the exercise within 60 days of the
date of this Statement of stock options.
(2) Includes 12,037 Shares credited to Ms. Alderton's account under the NL
Industries, Inc. Retirement Savings Plan (the "Savings Plan").
(3) Comprises 3,000 Shares Dr. Ferris holds in his individual retirement
account.
(4) Comprises 500 Shares Mr. Hollingsworth holds in his individual retirement
account.
(5) Includes 400 Shares that Mr. Johnson's spouse holds in an individual
retirement account.
(6) Includes 17,042 Shares credited to Mr. Martin's account under the Savings
Plan.
(7) Mr. Simmons may be deemed to possess indirect beneficial ownership of the
Shares as described in Item 5(a) of this Statement. Mr. Simmons disclaims
beneficial ownership of all Shares except for the 1,000 Shares that he
holds directly.
(8) Unknown at time of filing.
EXHIBIT INDEX
Exhibit 1 Credit Agreement dated as of November 6, 1998 among Valhi,
Inc., the financial institutions from time to time that are
a party thereto (the "Banks") Societe Generale, Southwest
Agency, as the administrative agent, issuing bank and
arranger (incorporated by reference to Exhibit 1 to
Amendment No. 59 to this Statement).
Exhibit 2* First Amendment Agreement dated as of November 5, 1999 among
Valhi, Inc., the Banks and Societe Generale, Southwest
Agency, as the administrative agent of the banks.
- ----------
* Filed herewith.
FIRST AMENDMENT AGREEMENT
This First Amendment Agreement dated as of November 5, 1999 (the
"Amendment") amends the Credit Agreement dated as of November 6, 1998 (the
"Credit Agreement"), between Valhi, Inc., a Delaware corporation (the
"Borrower"), the Banks party thereto, and Societe Generale, Southwest Agency, as
the Administrative Agent for the Banks (the "Agent"). Capitalized terms defined
in the Credit Agreement and not otherwise defined herein are used herein with
the meanings so defined.
WHEREAS pursuant to Section 2.17 of the Credit Agreement the Borrower has
requested that the Banks extend the Maturity Date of the Credit Agreement for a
period of 364 days and the Banks have agreed to such extension on the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. AMENDMENT OF CREDIT AGREEMENT. The Credit Agreement is hereby amended by
deleting the date "November 5, 1999" from the definition of the term "Maturity
Date" in Section 1.01 thereof, and by substituting therefor the date "November
3, 2000".
2. REPRESENTATIONS AND WARRANTIES; NO DEFAULT. The Borrower hereby
represents and warrants to the Bank that each of the representations and
warranties set forth in the Credit Agreement are true and correct as of the date
of this Amendment and no Default has occurred and is continuing as of the date
of this Amendment.
3. EFFECTIVENESS OF AMENDMENT. This Amendment shall become effective on the
date the Agent has received the following:
(a) a counterpart of this Amendment executed by the Borrower, the Issuing
Bank and each of the Banks,
(b) a Certificate of Secretary or Assistant Secretary of the Borrower which
certifies the title, authority and true signature of the officer of the Borrower
executing this Amendment on behalf of the Borrower, and
(c) a Federal Reserve Form U-1 dated November 5, 1999 duly completed and
executed by the Borrower and the Agent.
4. COUNTERPARTS. This Amendment may be executed in any number of
counterparts which together shall constitute an instrument.
5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
6. ENTIRE AGREEMENT. THIS AMENDMENT AND THE CREDIT AGREEMENT AND OTHER
CREDIT DOCUMENTS CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES PERTAINING TO
THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE ALL PRIOR AND
CONTEMPORANEOUS AGREEMENTS, UNDERTAKINGS, UNDERSTANDINGS, REPRESENTATIONS OR
OTHER ARRANGEMENTS, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, OF THE PARTIES
IN CONNECTION HEREWITH EXCEPT TO THE EXTENT EXPRESSLY INCORPORATED OR
SPECIFICALLY REFERRED TO HEREIN OR THEREIN.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers duly authorized as of the date first
written above.
VALHI, INC.
By: /s/ Bobby D O'Brien
----------------------------------
Bobby D. O'Brien
Vice President and Treasurer
SOCIETE GENERALE, SOUTHWEST AGENCY
as the Issuing Bank and as a Bank
By: /s/ Blain Shaum
----------------------------------
Blain Shaum
Managing Director
COMERICA BANK
By: /s/ Barry Carroll
---------------------------------
Name: Barry Carroll
---------------------------------
Title: Vice President
---------------------------------
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Brennan K. Church
-------------------------------
Name: Brennan K. Church
-------------------------------
Title: Assistant Vice President
-------------------------------
