SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
(Amendment No. 3)*
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)
January 3, 2000
(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 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH
PERSONS (ENTITIES ONLY)
Valhi, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 12,280,005
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,280,005
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,280,005
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.1%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH
PERSONS (ENTITIES ONLY)
Valhi Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 12,280,005
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,280,005
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,280,005
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.1%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH
PERSONS (ENTITIES ONLY)
National City Lines, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 12,280,005
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,280,005
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,280,005
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.1%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH
PERSONS (ENTITIES ONLY)
NOA, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 12,280,005
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,280,005
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,280,005
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.1%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH
PERSONS (ENTITIES ONLY)
Dixie Holding Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 12,280,005
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,280,005
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,280,005
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.1%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH
PERSONS (ENTITIES ONLY)
Dixie Rice Agricultural Corporation, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 12,280,005
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,280,005
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,280,005
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.1%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH
PERSONS (ENTITIES ONLY)
Southwest Louisiana Land Company, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 12,280,005
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,280,005
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,280,005
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.1%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH
PERSONS (ENTITIES ONLY)
Contran Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 12,280,005
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,280,005
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,280,005
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.1%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH
PERSONS (ENTITIES ONLY)
The Combined Master Retirement Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
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 14,871,505
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
14,871,505
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,871,505
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.4%
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 14,871,505
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
14,871,505
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. 3
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 and 5 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"), 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
8.3%, 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 and the CMRT are the direct holders of
approximately 50.2%, 3.9%, 0.6% 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. 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%, 1.0%, 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 100.0% of the outstanding common stock
Dixie Rice and may be deemed to control Dixie Rice. Contran is also the holder
of approximately 88.9% of the outstanding common stock of Southwest 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 that the Trusts hold.
The CMRT directly holds approximately 8.3% 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 Insurance Company ("Valmont") and NL directly own 1,000,000 shares
and 1,186,200 shares, respectively, of Valhi common stock. Valhi is the direct
holder of 100% of the outstanding common stock of Valmont and may be deemed to
control Valmont. 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 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.
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. 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 $9,492,794.50 (including commissions). Such
funds were provided by the CMRT's cash on hand.
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.
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
2,591,500 Shares, respectively.
By virtue of the relationships described under Item 2 of this Statement:
(1) Tremont, NL, 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 14,871,505 Shares (approximately 47.4% 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, 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 14,871,505 Shares (approximately 47.4% of
the Outstanding Shares) that Tremont and the CMRT hold directly.
(c) The table below sets forth purchases of the Shares by the Reporting
Persons since December 20, 1999, the filing date of Amendment No. 2 to this
Schedule. All of such purchases were effected by the CMRT on the New York Stock
Exchange.
Approximate Price
Per Share
Date Amount of Shares (exclusive of commissions)
--------- ----------------- ------------------
12/20/99 1,800 $4.8750
12/20/99 40,000 $5.0000
12/21/99 27,100 $4.7500
12/21/99 20,000 $4.8750
12/22/99 9,700 $4.7500
12/22/99 40,000 $4.8125
12/23/99 20,000 $4.5000
12/27/99 13,000 $4.3750
12/27/99 10,000 $4.4375
12/28/99 22,600 $4.1250
12/28/99 55,000 $4.2500
12/29/99 10,000 $4.2500
12/30/99 10,000 $4.2500
12/30/99 5,000 $4.3750
12/30/99 5,000 $4.4375
01/03/00 1,796,800 $4.5000
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: January 11, 2000
/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: January 11, 2000
/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: January 11, 2000
/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.
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") and Valhi, Inc.
("Valhi"), 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, 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 is affiliated 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 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.
J. Landis Martin (7) 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 (8) Vice president of Dixie Rice and Southwest.
J. Thomas Montgomery, Jr. (7) Vice president-finance and treasurer of the Company; and
vice president-controller and treasurer of Tremont
Robert E. Musgraves (7) 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 and Valhi; and vice
president of Southwest.
Kenneth R. Peak (9) Director of NL; and president of Peak Enernomics, Inc., an
energy industry consulting firm.
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.
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 (8) Director and president of Dixie Rice.
Thomas P. Stafford (10) 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.
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.
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; 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.
Lawrence A. Wigdor (4) Director and executive vice president of NL.
- ----------
</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 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 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 Mr. Peak is 2702 Albans, Houston, Texas
77005.
(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
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-
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-
Glenn R. Simmons 2,500 -0-
Harold C. Simmons (6) -0- -0-
Richard A. Smith -0- -0-
Thomas P. Stafford 2,100 2,750
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-
- ----------
</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.
