SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
TREMONT CORPORATION
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
894745 20 7
(CUSIP Number)
STEVEN L. WATSON
THREE LINCOLN CENTRE
SUITE 1700
5430 LBJ FREEWAY
DALLAS, TEXAS 75240-2694
(972) 233-1700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 10, 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)
<PAGE>
CUSIP No. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tremont Holdings, LLC
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 500,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
500,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
<PAGE>
CUSIP No. 894745 20 7
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) [ ]
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
New Jersey
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,036,167
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,036,167
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,036,167
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Valhi, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC and BK
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,044,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,044,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,044,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Valhi Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,044,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,044,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,044,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
National City Lines, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,044,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,044,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,044,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NOA, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,044,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,044,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,044,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dixie Holding Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,044,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,044,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,044,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dixie Rice Agricultural Corporation, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,044,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,044,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,044,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Southwest Louisiana Land Company, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,044,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,044,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,044,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Contran Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,044,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,044,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,044,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harold Simmons Foundation, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,044,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,044,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,044,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Combined Master Retirement Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,048,094
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,048,094
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,048,094
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
79.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
EP
<PAGE>
CUSIP No. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harold C. Simmons
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,051,841
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,051,841
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
<PAGE>
AMENDMENT NO. 15
TO SCHEDULE 13D
This statement on Schedule 13D is hereby amended and restated in its
entirety as set forth below, except for Items 3 and 4, which are only amended
(collectively, this "Statement").
Item 1. Security and Issuer.
This Statement relates to shares of the common stock, $1.00 par value
per share (the "Shares"), of Tremont Corporation (the "Company"). The principal
executive offices of the Company are located at 1999 Broadway, Suite 4300,
Denver, Colorado 80202.
Item 2. Identity and Background.
(a) This Statement is filed by (i) Tremont Holdings, LLC ("TRE
Holdings"), NL Industries, Inc. ("NL") and Valhi, Inc. ("Valhi") as the direct
holders of Shares, (ii) by virtue of the direct and indirect ownership of
securities of NL and Valhi (as described below in this Statement), Valhi Group,
Inc. ("VGI"), National City Lines, Inc. ("National"), NOA, Inc. ("NOA"), Dixie
Holding Company ("Dixie Holding"), Dixie Rice Agricultural Corporation, Inc.
("Dixie Rice"), Southwest Louisiana Land Company, Inc. ("Southwest"), Contran
Corporation ("Contran"), the Harold Simmons Foundation, Inc. (the "Foundation")
and the Combined Master Retirement Trust (the "CMRT") and (iii) by virtue of his
positions with Contran and certain of the other entities (as described in this
Statement), Harold C. Simmons (collectively, the "Reporting Persons"). By
signing this Statement, each Reporting Person agrees that this Statement is
filed on its or his behalf.
Valhi, NL, TRE Holdings and the CMRT are the direct holders of
approximately 62.7%, 8.4%, 7.8% and 0.1%, respectively, of the 6,393,258 Shares
outstanding as of July 31, 2000 according to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2000 (the "Outstanding Shares").
Together, Valhi, NL and TRE Holdings may be deemed to control the Company. NL is
the sole member of TRE Holdings and may be deemed to control TRE Holdings. Valhi
and the Company are the direct holders of approximately 60.1% and 20.4%,
respectively, of the outstanding common stock of NL and together 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 81.7%, 9.5%, 1.7%, 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 direct holder of 100% of the
outstanding common stock of Dixie Holding and may be deemed to control Dixie
Holding. Contran is the holder of 100% of the outstanding common stock of Dixie
Rice and may be deemed to control Dixie Rice. Contran is the holder of
approximately 88.9% 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 Combined Master Retirement Trust (the "CMRT") directly holds
approximately 0.1% of each of the Outstanding Shares and the outstanding shares
of Valhi common stock. Valhi established the CMRT as a trust to permit the
collective investment by master trusts that maintain the assets of certain
employee benefit plans Valhi and related companies adopt. 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 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.
Valmont Insurance Company ("Valmont") and a subsidiary of 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 that Valmont and the subsidiary of NL own as
treasury stock for voting purposes and for the purposes of this Statement are
not deemed outstanding.
Mr. Harold C. Simmons is chairman of the board and chief executive
officer of Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest and
Contran. Mr. Simmons is also chairman of the board of NL and a director of the
Company.
By virtue of the holding of the offices, the stock ownership and his
service as trustee, all as described above, (a) Mr. Simmons may be deemed to
control the entities described above and (b) Mr. Simmons and certain of such
entities may be deemed to possess indirect beneficial ownership of Shares
directly held by certain of such other entities. However, Mr. Simmons disclaims
beneficial ownership of the Shares beneficially owned, directly or indirectly,
by any of such entities, except to the extent of his vested beneficial interest
in the Shares held by the CMRT.
Harold C. Simmons' spouse is the direct owner of 3,747 Shares, 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 offices of TRE Holdings and NL are located at 16825
Northchase Drive, Suite 1200, Houston, Texas 77060. The principal offices of
Valhi, VGI, National, NOA, Dixie Holding and Contran 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 business address of
Dixie Rice is 600 Pasquiere Street, Gueydan, Louisiana 70542. The principal
business address 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) TRE Holdings is engaged in holding Shares.
NL is engaged through its subsidiaries in the production of titanium
dioxide pigments.
In addition to the activities engaged in through NL and its
subsidiaries, Valhi is primarily engaged through its other subsidiaries in the
titanium metals, ergonomic computer support systems, precision ball bearing
slides, security products and waste management industries.
In addition to activities engaged in through Valhi and the other
companies Valhi 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.
Valhi established the CMRT as a trust to permit the collective
investment by master trusts that maintain the assets of certain employee benefit
plans Valhi and related companies adopt. The employee benefit plans that the
master trusts participating in the CMRT fund 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) TRE Holdings is a Delaware limited liability company. NL is a New
Jersey corporation. Contran, Dixie Holding, National and Valhi are Delaware
corporations. 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 Valhi used to acquire the Shares purchased by
it as reported in Item 5(c) was $4,514,919.90 (including commissions). Such
funds were provided by Valhi's cash on hand and amounts Valhi borrowed under the
Credit Agreement dated as of November 6, 1998 among Valhi, Inc. and the
financial institutions from time to time that are a party thereto, as amended by
that certain First Amendment Agreement dated as of November 5, 1999 and that
certain Second Amendment Agreement dated as of November 3, 2000, copies of which
are attached as Exhibits 1, 2 and 3 to this Statement.
The Reporting Persons understand that (other than Harold C. Simmons)
the funds required by the persons named in Schedule B to this Statement to
acquire Shares were from such person's personal funds.
Item 4. Purpose of Transaction.
No change except for the addition of the following:
Valhi purchased the Shares reported in Item 5(c) of this amendment in
order to increase its equity interest in the Company.
If certain Reporting Persons determine that filing a consolidated
federal income tax return with the Company is desirable, such Reporting Persons
could facilitate such result by purchasing additional Shares.
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, the Reporting Persons' tax planning objectives and money, stock market
and general economic conditions), any of the Reporting Persons or other entities
that may be deemed to be affiliated with Contran may from time to time purchase
Shares, and any of the Reporting Persons or other entities that may be deemed to
be affiliated with Contran may from time to time dispose of all or a portion of
the Shares held by such person, or cease buying or selling Shares. Any such
additional purchases or sales of the Shares may be in open market or privately
negotiated transactions or otherwise.
As described under Item 2 of this Statement, Harold C. Simmons may be
deemed to control the Company.
The Reporting Persons understand that prior purchases of Shares by
persons named in Schedule B to this Statement (other than Harold C. Simmons)
were made for the purpose of each such person's personal investment.
Except as described in this Item 4, none of the Reporting Persons nor,
to the best knowledge of such persons, any other person named in Schedule B to
this Statement has formulated any plans or proposals which relate to or would
result in any matter required to be disclosed in response to paragraphs (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Valhi, NL, TRE Holdings, Harold C. Simmons' spouse and the CMRT are
the direct beneficial owners of 4,008,421, 536,167, 500,000, 3,747 and 3,506 of
the Shares, respectively.
By virtue of the relationships described under Item 2 of this
Statement:
(1) NL may be deemed to be the beneficial owner of the
1,036,167 Shares (approximately 16.2% of the Outstanding Shares) that
NL and TRE Holdings directly hold;
(2) Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice,
Southwest, Contran and the Foundation may each be deemed to be the
beneficial owner of the 5,044,588 Shares (approximately 78.9% of the
Outstanding Shares) that Valhi, NL and TRE Holdings directly hold;
(3) The CMRT may be deemed to be the beneficial owner of the
5,048,094 Shares (approximately 79.0% of the Outstanding Shares) that
Valhi, NL, TRE Holdings and the CMRT directly hold; and
(4) Harold C. Simmons may be deemed to be the beneficial owner
of the 5,051,841 Shares (approximately 79.0% of the Outstanding Shares)
that Valhi, NL, TRE Holdings, Mr. Simmons' spouse and the CMRT directly
hold.
Except to the extent of his vested beneficial interest in Shares
directly held by the CMRT, Mr. Simmons disclaims beneficial ownership of all
Shares.
The Reporting Persons understand, based on ownership filings with the
Securities and Exchange Commission (the "Commission") or upon information
provided by the persons listed on Schedule B to this Statement, that such
persons may be deemed to own beneficially the Shares as indicated on Schedule C
to this Statement.
(b) By virtue of the relationships described in Item 2:
(1) TRE Holdings may be deemed to share the power to vote and
direct the disposition of the Shares that TRE Holdings directly holds;
(2) NL may be deemed to share the power to vote and direct the
disposition of the Shares that NL and TRE Holdings directly hold;
(3) 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 Shares that Valhi, NL
and TRE Holdings directly hold;
(4) The CMRT may be deemed to share the power to vote and
direct the disposition of the Shares that Valhi, NL, TRE Holdings and
the CMRT directly hold; and
(5) Harold C. Simmons may be deemed to share the power to vote
and direct the disposition of the Shares that Valhi, NL, TRE Holdings,
Mr. Simmons' spouse and the CMRT directly hold.
(c) The table below sets forth all transactions in the Shares by the
Reporting Persons since the last transaction by the Reporting Persons reported
in Amendment No. 14 to this Schedule 13D. The Reporting Persons effected all of
the following transactions on the New York Stock Exchange.
<TABLE>
<CAPTION>
Number Approximate Price Per
of Share (exclusive of Reporting
Date Shares commissions) Transaction Person
--------- ------- ------------- ----------- ------------
<S> <C> <C> <C> <C>
10/04/00 9,000 $28.0000 Purchase Valhi
10/05/00 6,000 $28.0000 Purchase Valhi
10/06/00 20,000 $27.5000 Purchase Valhi
10/09/00 19,500 $27.0000 Purchase Valhi
10/10/00 10,500 $26.5238 Purchase Valhi
10/11/00 10,000 $26.5000 Purchase Valhi
10/12/00 20,000 $25.8750 Purchase Valhi
10/13/00 20,000 $25.5000 Purchase Valhi
10/16/00 20,000 $25.5000 Purchase Valhi
10/17/00 20,000 $25.1250 Purchase Valhi
10/19/00 17,400 $24.5000 Purchase Valhi
</TABLE>
(d) Each of Valhi, NL, TRE Holdings, Mr. Simmons' spouse and the CMRT
has the right to receive and the power to direct the receipt of dividends from,
and proceeds from the sale of, the Shares directly held by such entity or
person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
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.
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 and Societe Generale, Southwest Agency, as the
administrative agent, issuing bank and arranger (incorporated
by reference to Exhibit 1 to Amendment 59 to the Schedule 13D
filed on November 23, 1999 with the Securities and Exchange
Commission by Tremont Corporation, Valmont Insurance Company,
Valhi, Inc., Valhi Group, Inc., National City Lines, Inc.,
NOA, Inc., Dixie Holding Company, Dixie Rice Agricultural
Corporation, Inc., Southwest Louisiana Land Company, Inc.,
Contran Corporation, The Combined Master Retirement Trust, the
Harold Simmons Foundation, Inc. and Harold C. Simmons with
respect to the common stock, par value $0.125 per share, of NL
Industries, Inc.).
Exhibit 2 First Amendment Agreement dated as of November 5, 1999 among
Valhi, Inc., the financial institutions from time to time that
are a party thereto and Societe Generale, Southwest Agency, as
the administrative agent, issuing bank and arranger
(incorporated by reference to Exhibit 2 to Amendment 60 to the
Schedule 13D filed on December 14, 1999 with the Securities
and Exchange Commission by Tremont Corporation, Valmont
Insurance Company, Valhi, Inc., Valhi Group, Inc., National
City Lines, Inc., NOA, Inc., Dixie Holding Company, Dixie Rice
Agricultural Corporation, Inc., Southwest Louisiana Land
Company, Inc., Contran Corporation, The Combined Master
Retirement Trust, the Harold Simmons Foundation, Inc. and
Harold C. Simmons with respect to the common stock, par value
$0.125 per share, of NL Industries, Inc.).
Exhibit 3* Second Amendment Agreement dated as of November 3, 2000 among
Valhi, Inc., the financial institutions from time to time that
are a party thereto and U.S. Bank National Association as the
administrative agent, issuing bank and arranger.
----------
* 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: October 24, 2000
/s/ Harold C. Simmons
----------------------
Harold C. Simmons
Signing in the
capacities listed on
Schedule "A" attached
hereto and
incorporated herein by
reference.
<PAGE>
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: October 24, 2000
/s/ J. Landis Martin
----------------------
J. Landis Martin
Signing in the
capacity listed on
Schedule "A" attached
hereto and
incorporated herein by
reference.
<PAGE>
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: October 24, 2000
/s/ Steven L. Watson
----------------------
Steven L. Watson
Signing in the
capacities listed on
Schedule "A" attached
hereto and
incorporated herein by
reference.
<PAGE>
SCHEDULE A
HAROLD C. SIMMONS, in his individual capacity and as trustee for THE COMBINED
MASTER RETIREMENT TRUST.
J. LANDIS MARTIN, as president of each of:
NL INDUSTRIES, INC.
TREMONT HOLDINGS, LLC
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.
<PAGE>
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"), 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>
Name Present Principal Occupation
----------------------------- ---------------------------------------------------------
<S> <C>
Susan E. Alderton (1) Vice president, treasurer and chief financial officer of
NL and Tremont Holdings, LLC ("TRE Holdings"); and a
director of Tremont Corporation (the "Company").
Eugene K. Anderson Vice president of Contran, Dixie Holding, Dixie Rice, NOA,
National, Southwest, VGI and Valhi; and treasurer of the
Foundation.
Thomas E. Barry (2) Vice president for executive affairs at Southern Methodist
University and professor of marketing in the Edwin L. Cox
School of Business at Southern Methodist University;
director of Valhi; and a director of Keystone Consolidated
Industries, Inc. ("Keystone"), a manufacturer of steel
rod, wire and wire products that is affiliated with
Contran.
F. Murlyn Broussard (3) Treasurer of Southwest.
Joseph S. Compofelice (4) Director of NL and Titanium Metals Corporation, a producer
of titanium metal products ("TIMET") that is affiliated
with the Company.
Norman S. Edelcup (5) Director of Valhi; and trustee of the Baron Funds, a
mutual fund group.
Lisa Simmons Epstein Director and president of the Foundation.
David B. Garten (4) Vice president, general counsel and secretary of NL; and
vice president and secretary of TRE Holdings.
Edward J. Hardin (6) Partner of the law firm of Rogers & Hardin LLP; and a
director of Valhi and CompX International Inc., a
manufacturer of ergonomic computer support systems,
precision ball bearing slides and security products that
is affiliated with Valhi ("CompX").
Robert D. Hardy (4) Vice president and controller of NL and TRE Holdings.
J. Mark Hollingsworth Vice president and general counsel of Contran, Dixie
Holding, Dixie Rice, NOA, National, Southwest, VGI and
Valhi; and general counsel of the Foundation, CompX and
The Combined Master Retirement Trust, a trust established
by Valhi to permit the collective investment by master
trusts that maintain the assets of certain employee
benefit plans Valhi and related companies adopt (the
"CMRT").
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, CompX, Dixie Holding, Dixie Rice,
NOA, National, Southwest, VGI, and Valhi.
Kelly D. Luttmer Tax director of Contran, CompX, Dixie Holding, Dixie Rice,
NOA, National, Southwest, VGI and Valhi.
J. Landis Martin (7) President, chief executive officer and a director of NL;
president of TRE Holdings; chairman of the board,
president and chief executive officer of TIMET and the
Company.
Andrew McCollam, Jr. (3) President and a director of Southwest; director of Dixie
Rice; and a private investor.
Harold M. Mire (8) Vice president of Dixie Rice and Southwest.
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) President, chief executive officer and chairman of the
board of Contango Oil & Gas Company, a publicly traded
independent oil and gas exploration and production
company; and a director of NL.
Glenn R. Simmons Vice chairman of the board of Contran, Dixie Holding, NOA,
National, VGI and Valhi; chairman of the board and chief
executive officer of CompX; chairman of the board of
Keystone; director and executive vice president of
Southwest and Dixie Rice; and a director of NL, TIMET and
the Company.
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 the Company; and trustee and
member of the trust investment committee of the CMRT.
Richard A. Smith (8) Director and president of Dixie Rice.
Thomas P. Stafford (10) Co-founder of Stafford, Burke and Hecker, Inc., a
consulting company; director of NL, TIMET and the Company;
and a director of Allied-Signal, Inc., CMI Corporation and
Seagate Technologies, Inc.
Gregory M. Swalwell Vice president and controller of Contran, Dixie Holding, NOA,
National, VGI and Valhi; and vice president of Dixie
Rice and Southwest.
J. Walter Tucker, Jr. (11) President, treasurer and a director of Tucker & Branham,
Inc., a mortgage banking, insurance and real estate
company; vice chairman of the board of Keystone; a
director of Valhi; and a member of the trust investment
committee of the CMRT.
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; and a director of CompX,
Keystone and TIMET.
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 Dr. Barry is Southern Methodist
University, Perkins Administration Bldg. #224, Dallas, Texas 75275.
(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 244 Atlantic Isles,
Sunny Isles Beach, Florida 33160.
(6) The principal business address for Mr. Hardin is 229 Peachtree Street,
N.E., Suite 2700, Atlanta, Georgia 30303.
(7) The principal business address for Mr. Martin 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 Gen. Stafford is 1006 Cameron
Street, Alexandria, Virginia 22314.
(11) The principal business address for Mr. Tucker is 400 E. Central
Boulevard, Orlando, Florida 32801.
<PAGE>
SCHEDULE C
Based upon ownership filings with the Commission or upon information
provided by the persons listed on Schedule B to this Statement, such persons may
be deemed to own personally and beneficially Shares, as outlined below:
<TABLE>
<CAPTION>
Name Shares Held Options Held (1)
------------------------------- ---------------- ----------------
<S> <C> <C>
Susan E. Alderton (2) 511 4,000
Eugene K. Anderson -0- -0-
Thomas E. Barry -0- -0-
F. Murlyn Broussard -0- -0-
Joseph S. Compofelice -0- -0-
Norman S. Edelcup -0- -0-
Lisa Simmons Epstein 298 -0-
David B. Garten 500 11,500
Edward J. Hardin -0- -0-
Robert D. Hardy 318 -0-
J. Mark Hollingsworth -0- -0-
Keith A. Johnson 100 -0-
William J. Lindquist -0- -0-
A. Andrew R. Louis -0- -0-
Kelly D. Luttmer -0- -0-
J. Landis Martin (3) 150,428 60,000
Andrew McCollam, Jr. -0- -0-
Harold M. Mire -0- -0-
Bobby D. O'Brien -0- -0-
Kenneth R. Peak -0- -0-
Glenn R. Simmons 534 -0-
Harold C. Simmons (4) 3,747 -0-
Richard A. Smith 30 -0-
Thomas P. Stafford -0- 4,000
Gregory M. Swalwell -0- -0-
J. Walter Tucker, Jr. (5) 875 -0-
Steven L. Watson 4,474 -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) Includes 11 Shares held by the trustee for the benefit of Ms. Alderton
under the NL Industries, Inc. Retirement Savings Plan (the "NL Savings
Plan").
(3) Includes (i) 520 Shares held by the trustee for the benefit of Mr.
Martin under the NL Savings Plan, (ii) 1,800 Shares Mr. Martin's wife
holds, (iii) 2,400 Shares the Martin Children's Trust No. II holds for
which Mr. Martin is the sole trustee and (iv) 100 shares one of Mr.
Martin's daughters hold.
(4) These are Shares that Mr. Simmons' wife directly holds. Mr. Simmons may
also be deemed to possess indirect beneficial ownership of the other
Shares described in Item 5(a) of this Statement. Mr. Simmons disclaims
beneficial ownership of all Shares, except to the extent of his vested
beneficial interest in the Shares the CMRT holds.
(5) Includes 525 Shares held by Statewide Guaranty Title Company of which
Mr. Tucker owns 100% of the outstanding common stock.
<PAGE>
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 and Societe Generale, Southwest Agency, as the
administrative agent, issuing bank and arranger (incorporated
by reference to Exhibit 1 to Amendment 59 to the Schedule 13D
filed on November 23, 1999 with the Securities and Exchange
Commission by Tremont Corporation, Valmont Insurance Company,
Valhi, Inc., Valhi Group, Inc., National City Lines, Inc.,
NOA, Inc., Dixie Holding Company, Dixie Rice Agricultural
Corporation, Inc., Southwest Louisiana Land Company, Inc.,
Contran Corporation, The Combined Master Retirement Trust, the
Harold Simmons Foundation, Inc. and Harold C. Simmons with
respect to the common stock, par value $0.125 per share, of NL
Industries, Inc.).
Exhibit 2 First Amendment Agreement dated as of November 5, 1999 among
Valhi, Inc., the financial institutions from time to time that
are a party thereto and Societe Generale, Southwest Agency, as
the administrative agent, issuing bank and arranger
(incorporated by reference to Exhibit 2 to Amendment 60 to the
Schedule 13D filed on December 14, 1999 with the Securities
and Exchange Commission by Tremont Corporation, Valmont
Insurance Company, Valhi, Inc., Valhi Group, Inc., National
City Lines, Inc., NOA, Inc., Dixie Holding Company, Dixie Rice
Agricultural Corporation, Inc., Southwest Louisiana Land
Company, Inc., Contran Corporation, The Combined Master
Retirement Trust, the Harold Simmons Foundation, Inc. and
Harold C. Simmons with respect to the common stock, par value
$0.125 per share, of NL Industries, Inc.).
Exhibit 3* Second Amendment Agreement dated as of November 3, 2000 among
Valhi, Inc., the financial institutions from time to time that
are a party thereto and U.S. Bank National Association as the
administrative agent, issuing bank and arranger. Certain
exhibits, annexes and similar attachments to this Exhibit 3
have not been filed; upon request, the Reporting Persons will
furnish supplementally to the Commission a copy of any omitted
exhibit, annex or attachment.
----------
* Filed herewith.
