SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
(Amendment No. 2)*
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)
December 8, 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 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NL Industries, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 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 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Valmont Insurance Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Vermont
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 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 SUC
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)
WC
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 12,785,505
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,785,505
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,785,505
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.8%
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 12,785,505
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,785,505
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. 2
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, 6 and 7 of this Statement are hereby amended as set forth below.
Item 2. Identity and Background.
Item 2 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) The Combined Master Retirement Trust (the "CMRT")
as the direct and indirect holder of Shares, (iii) by virtue of the direct and
indirect ownership of securities of Tremont (as described below in this
Statement), NL Industries, Inc. ("NL"), Valmont Insurance Company ("Valmont"),
Valhi, Inc. ("Valhi"), Valhi Group, Inc. ("VGI"), National City Lines, Inc.
("National"), NOA, Inc. ("NOA"), Dixie Holding Company ("Dixie Holding"), Dixie
Rice Agricultural Corporation, Inc. ("Dixie Rice"), Southwest Louisiana Land
Company, Inc. ("Southwest"), Contran Corporation ("Contran") and the Harold
Simmons Foundation, Inc. (the "Foundation") and (iv) 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 and the CMRT are the direct holders of approximately 39.1% and
1.6%, respectively, of the 31,370,905 Shares outstanding as of October 31, 1999
according to the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999 (the "Outstanding Shares"). Tremont may be deemed to control
the Company.
Valhi, the Foundation, NL, 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
and Tremont are the direct holders of approximately 58.5% and 19.8% of the
outstanding shares of common stock of NL. Together Valhi and Tremont may be
deemed to control NL. Valhi is the direct holder of 100% of the outstanding
common stock of Valmont and may be deemed to control Valmont. VGI, National,
Contran, the Foundation, the Contran Deferred Compensation Trust No. 2 (the
"CDCT No. 2") and the CMRT are the direct holders of approximately 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 of 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 1.6% of the Outstanding Shares and
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 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 and the CMRT. 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, 69,475 shares of NL 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 NL is Two Greenspoint Plaza, 16825
Northchase Drive, Suite 1200, Houston, Texas 77060. The principal office of
Valmont is Five Burlington Square, 4th Floor, Burlington, Vermont 05401. The
principal offices of Valhi, VGI, National, NOA, Dixie Holding, 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 metal products, through NL in the production of titanium dioxide
pigments and through other companies in real estate development.
NL is principally engaged in the production of titanium dioxide pigments.
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, the Company and NL,
Valhi is engaged through other companies in the ergonomic computer support
systems, precision ball bearing slides, locking systems and waste management
industries.
In addition to activities engaged in through Valhi and the other companies
they may be deemed to control, as described above, and in addition to holding
the securities described above, (i) VGI is engaged in holding notes receivable;
(ii) National is engaged in holding notes receivable and, directly or through
other companies, in real estate, oil and gas activities and the rental and sales
of compressors and related products; (iii) Dixie Holding is engaged in holding
preferred stock of Contran; (iv) NOA is engaged in real estate and holding notes
receivable; (v) Dixie Rice is engaged in land management, agriculture and oil
and gas activities; (vi) Southwest is engaged in land management, agriculture
and oil and gas activities; and (vii) Contran is engaged through other companies
in the production of, among other things, steel rod, wire and wire products.
The CMRT is a trust formed by Valhi to permit the collective investment by
trusts that maintain the assets of certain employee benefit plans adopted by
Valhi and related companies. The employee benefit plans funded by the trusts
participating in the CMRT are subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended.
The Foundation is a tax-exempt foundation organized for charitable
purposes.
(d) None of the Reporting Persons or, to the best knowledge of such
persons, any of the persons named in Schedule B to this Statement has been
convicted in a criminal proceeding in the past five years (excluding traffic
violations or similar misdemeanors).
(e) None of the Reporting Persons or, to the best knowledge of such
persons, any person named in Schedule B to this Statement, was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Contran, Dixie Holding, National, Valhi and Tremont are Delaware
corporations. NL is a New Jersey corporation. 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.
No change except for the addition of the following:
The total amount of funds the CMRT used to acquire the Shares purchased by
it as reported in Item 5(c) was $2,535,668.75 (including commissions). Such
funds were provided by the CMRT's cash on hand.
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 or funds loaned to Messrs. J. Thomas Montgomery, Jr. and Robert
E. Musgraves by the Company under the Company's executive stock ownership loan
program, the terms of which are set forth in the form of loan and pledge
agreement included as Exhibit 2 and incorporated herein by reference (the "TIMET
Executive Stock Ownership Loan Program"). Repayment of these loans is secured by
the stock purchased with the loan proceeds.
Item 4. Purpose of Transaction.
No change except for the addition of the following:
The CMRT purchased Shares for investment purposes.
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 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
Messrs. Joseph S. Compofelice, J. Landis Martin, J. Thomas Montgomery, Jr.,
Robert E. Musgraves, Glenn R. Simmons and Thomas P. Stafford are executive
officers and/or directors of the Company and may acquire Shares from time to
time pursuant to benefit plans or programs that the Company sponsors or other
compensation arrangements with the Company. Messrs. J. Landis Martin, J. Thomas
Montgomery, Jr. and Robert E. Musgraves are eligible to borrow money from the
Company to purchase Shares pursuant to the TIMET Executive Stock Ownership Loan
Program established to assist such individuals in meeting certain goals the
Company's management development and compensation committee has established with
respect to each executive officer's ownership of Shares.
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.
No change except for the addition of the following:
(a) Tremont and the CMRT are the direct beneficial owners of 12,280,005 and
505,500 Shares, respectively.
By virtue of the relationships described under Item 2 of this Statement:
(1) Tremont, NL, Valmont, Valhi, VGI, National, NOA, Dixie Holding, Dixie
Rice, Southwest, Contran and the Foundation 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; and
(2) The CMRT and Harold C. Simmons may each be deemed to be the beneficial
owner of the 12,785,505 Shares (approximately 40.8% of the Outstanding Shares)
that Tremont and the CMRT hold directly.
Mr. Simmons disclaims beneficial ownership of all Shares.
(b) By virtue of the relationships described in Item 2:
(1) Tremont, NL, Valmont, Valhi, VGI, National, NOA, Dixie Holding, Dixie
Rice, Southwest, Contran and the Foundation may each be deemed to share the
power to vote and direct the disposition of the 12,280,005 Shares (approximately
39.1% of the Outstanding Shares) that Tremont holds directly; and
(2) The CMRT and Harold C. Simmons may each be deemed to share the power to
vote and direct the disposition of the 12,785,505 Shares (approximately 40.8% of
the Outstanding Shares) that Tremont and the CMRT hold 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 beneficially the Shares as indicated on Schedule C
to this Statement.
(c) The table below sets forth purchases of the Shares by the Reporting
Persons during the last 60 days. All of such purchases were effected by the CMRT
on the New York Stock Exchange.
Approximate Price
Per Share
(exclusive of commissions)
Date Amount of Shares
--------- ----------------- ------------------
11/29/99 20,000 $4.8750
11/30/99 20,000 $4.9375
12/01/99 30,000 $5.2500
12/01/99 10,000 $5.1250
12/02/99 500 $4.9375
12/02/99 15,000 $5.0000
12/02/99 10,000 $5.0625
12/02/99 10,000 $5.1250
12/03/99 25,000 $5.1250
12/03/99 60,000 $5.2500
12/06/99 20,000 $5.1250
12/07/99 20,000 $5.0000
12/07/99 20,000 $4.9375
12/07/99 20,000 $4.8750
12/08/99 25,000 $4.8125
12/09/99 26,600 $4.8125
12/09/99 23,400 $4.8750
12/10/99 25,000 $4.8750
12/13/99 19,800 $4.7500
12/14/99 6,000 $4.6875
12/14/99 64,000 $4.7500
12/15/99 24,600 $4.9375
12/15/99 400 $4.7500
12/16/99 900 $4.9375
12/17/99 9,300 $4.9375
(d) Each of Tremont 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 that such entity holds directly.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Item 6 is hereby amended and restated in its entirety as follows:
The information included in Items 3 and 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 hereby amended and restated in its entirety as follows:
Exhibit 1 Advance Agreement dated October 5, 1998 between Contran
Corporation and Tremont Corporation (incorporated
by reference to Exhibit 3 to Amendment No. 1 to this Schedule).
Exhibit 2 Form of Loan and Pledge Agreement between Titanium Metals
Corporation and individual executives of Titanium
Metals Corporation under the Executive Stock Ownership Loan
Program of Titanium Metals Corporation (incorporated by
reference to Exhibit 10.3 to the Quarterly Report on Form
10-Q for the quarter ended September 30, 1998 of Titanium Metals
Corporation).
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 20, 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 20, 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: December 20, 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 president and chief executive officer of TREMONT
CORPORATION and NL INDUSTRIES, INC.
STEVEN L. WATSON, as president or vice president of each of:
CONTRAN CORPORATION
DIXIE HOLDING COMPANY
DIXIE RICE AGRICULTURAL CORPORATION, INC.
HAROLD SIMMONS FOUNDATION, INC.
NATIONAL CITY LINES, INC.
NOA, INC.
SOUTHWEST LOUISIANA LAND COMPANY, INC.
VALHI GROUP, INC.
VALHI, INC.
VALMONT INSURANCE COMPANY
Schedule B
The names of the directors and executive officers of Contran Corporation
("Contran"), Dixie Holding Company ("Dixie Holding"), Dixie Rice Agricultural
Corporation, Inc. ("Dixie Rice"), the Harold Simmons Foundation, Inc. (the
"Foundation"), National City Lines, Inc. ("National"), NL Industries, Inc.
("NL"), NOA, Inc. ("NOA"), Southwest Louisiana Land Company, Inc. ("Southwest"),
Tremont Corporation ("Tremont"), Valhi Group, Inc. ("VGI"), Valhi, Inc.
("Valhi"), Valmont Insurance Company ("Valmont") and their present principal
occupations are set forth below. Except as otherwise indicated, each such person
is a citizen of the United States of America and the business address of each
such person is 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240.
<TABLE>
<CAPTION>
<S>
Name Present Principal Occupation
- ----------------------------- ---------------------------------
<C> <C>
Susan E. Alderton (1) Vice president, treasurer and chief financial officer of
NL; and director of Tremont.
Eugene K. Anderson Vice president of Contran, Dixie Holding, Dixie Rice, NOA,
National, Southwest, Valmont, VGI and Valhi; and treasurer
of the Foundation.
Richard J. Boushka (2) Director of Tremont; principal of Boushka Properties
(private investment firm).
F. Murlyn Broussard (3) Treasurer of Southwest.
Joseph S. Compofelice (4) Chairman of the board, president and chief executive officer
of CompX International Inc., a manufacturer of computer
support systems, drawer slides and locking systems
that isaffiliated with Valhi ("CompX"); and a director of
NL and Titanium Metals Corporation (the "Company").
Norman S. Edelcup (5) 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 (6) Director of Valhi; Distinguished Professor at the American
Graduate School of International Management.
David B. Garten (4) Vice president, general counsel and secretary of NL.
Robert D. Hardy (4) Vice president and controller of NL.
J. Mark Hollingsworth Vice president and general counsel of Contran, Dixie
Holding, Dixie Rice, NOA, National, Southwest, VGI and
Valhi; general counsel of Valmont, the Foundation and
CompX.
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 (7) Director of Valmont; and a partner in the law firm of
Downs Rachlin & Martin PLLC.
J. Landis Martin (8) Chairman of the board and chief executive officer of the
Company; chairman of the board, president and chief
executive officer of Tremont; and president, chief
executive officer and a director of NL.
Andrew McCollam, Jr. (3) Director of Dixie Rice; president and director of
Southwest; and a private investor.
Harold M. Mire (9) Vice president of Dixie Rice and Southwest.
J. Thomas Montgomery, Jr. (8) Vice president-finance and treasurer of the Company; and
vice president-controller and treasurer of Tremont
Robert E. Musgraves (8) Vice president, general counsel and secretary of the
Company 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.
Kenneth R. Peak (10) Director of NL; and president of Peak Enernomics, Inc., an
energy industry consulting firm.
Gerald W. Pullin (4) Vice president of Valmont; Manager - Loss Control of NL.
Glenn R. Simmons Vice chairman of the board of Contran, Dixie Holding, NOA,
National, VGI and Valhi; director of NL, Tremont, CompX
and the Company; director and executive vice president of
Southwest and Dixie Rice; chairman of the board of
Keystone Consolidated Industries, Inc. ("Keystone"), a
manufacturer of steel rod, wire and wire products that is
affiliated with Contran; and a director of Valmont.
Harold C. Simmons Chairman of the board and chief executive officer of
Contran, Dixie Holding, Dixie Rice, the Foundation, NOA,
National, Southwest, VGI and Valhi; chairman of the board
of NL; director of Tremont; and trustee and member of the
trust investment committee of The Combined Master
Retirement Trust.
Richard A. Smith (9) Director and president of Dixie Rice.
Thomas P. Stafford (11) Director of Tremont and the Company; 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 (4) Director and president of Valmont; and director of risk
management of NL.
Avy H. Stein (12) 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. (13) 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 and Southwest; director, vice
president and secretary of the Foundation; vice president
and secretary Valmont.
Lawrence A. Wigdor (4) Director and executive vice president of NL.
Elmo R. Zumwalt, Jr. (14) Director of NL; and president of Admiral Zumwalt &
Consultants, Inc., a Washington-based consulting firm.
- ----------
</TABLE>
(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 Messrs. Compofelice Garten, Hardy,
Pullin, Stangle and Wigdor is Two Greenspoint Plaza, 16825 Northchase
Drive, Suite 1200, Houston, Texas 77060.
(5) The principal business address for Mr. Edelcup is 5190 N.W. 167th Street,
Suite 300, Miami, Florida 33014.
(6) The principal business address for Dr. Ferris is 15249 North 59th Avenue,
Glendale, Arizona 85306-6000.
(7) The principal business address for Mr. Martin is 199 Main Street,
Burlington, Vermont 05402-0190.
(8) The principal business address for Messrs. Martin, Montgomery and Musgraves
is 1999 Broadway, Suite 4300, Denver, Colorado 80202.
(9) The principal business address for Messrs. Mire and Smith is 600 Pasquiere
Street, Gueydan, Louisiana 70542-0010.
(10) The principal business address for Mr. Peak is 2702 Albans, Houston, Texas
77005.
(11) The principal business address for Mr. Stafford is 1006 Cameron Street,
Alexandria, Virginia 22314.
(12) The principal business address for Mr. Stein is 227 West Monroe St., Suite
4300, Chicago, Illinois 60606.
(13) The principal business address for Mr. Tucker is 400 E. Central Boulevard,
Orlando, Florida 32801.
(14) The principal business address for Admiral Zumwalt is 1000 Wilson
Boulevard, Suite 3105, Arlington, Virginia 22209.
SCHEDULE C
Based upon ownership filings with the Commission or upon information
provided by the persons listed on Schedule B to this Statement, such persons may
be deemed to personally beneficially own Shares, as outlined below:
<TABLE>
<CAPTION>
Name Shares Held Options Held (1)
- ------------------ ------------ ----------------
<S> <C> <C>
Susan E. Alderton (2) (2)
Eugene K. Anderson -0- -0-
Richard J. Boushka (2) (2)
F. Murlyn Broussard -0- -0-
Joseph S. Compofelice (3) 23,353 29,700
Norman S. Edelcup 3,000 -0-
Lisa Simmons Epstein -0- -0-
Kenneth R. Ferris 10,000 -0-
David B. Garten -0- -0-
Robert D. Hardy -0- -0-
J. Mark Hollingsworth -0- -0-
Keith A. Johnson -0- -0-
William J. Lindquist -0- -0-
A. Andrew R. Louis -0- -0-
Kelly D. Luttmer 100 -0-
Allen Martin -0- -0-
J. Landis Martin (4) 58,267 98,400
Andrew McCollam, Jr. -0- -0-
Harold M. Mire -0- -0-
J. Thomas Montgomery, Jr. 26,400 19,800
Robert E. Musgraves(5) 14,100 25,800
Bobby D. O'Brien -0- -0-
Kenneth R. Peak -0- -0-
Gerald W. Pullin -0- -0-
Glenn R. Simmons 2,500 -0-
Harold C. Simmons (6) -0- -0-
Richard A. Smith -0- -0-
Thomas P. Stafford 2,100 2,750
Patrick J. Stangle 100 -0-
Avy H. Stein (2) (2)
Gregory M. Swalwell -0- -0-
J. Walter Tucker, Jr. -0- -0-
Steven L. Watson 2,000 -0-
Lawrence A. Wigdor -0- -0-
Elmo R. Zumwalt, Jr. -0- -0-
- ----------
</TABLE>
(1) Represents Shares issuable pursuant to the exercise within 60 days of the
date of this Statement of stock options.
(2) Unknown at the time of filing.
(3) Includes 2,678 Shares issuable to Mr. Compofelice upon conversion of 2,000
of the 6 5/8% Convertible Preferred Securities, Beneficial Unsecured
Convertible Securities of TIMET Capital Trust 1 (the "TIMET Trust
Securities") that he holds.
(4) Includes (i) 400 Shares Mr. Martin's daughters hold, beneficial ownership
of which Mr. Martin disclaims, and (ii) 4,017 Shares issuable to Mr. Martin
upon conversion of 3,000 TIMET Trust Securities that he holds.
(5) Includes 1,000 Shares Mr. Musgraves and his wife hold as joint tenants and
200 Shares held by other members of Mr. Musgraves' household, beneficial
ownership of which Mr. Musgraves disclaims.
(6) 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.
