SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 16)*
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)
November 7, 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)
16.1%
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 5,144,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,144,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,144,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.1%
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 5,144,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,144,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,144,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.1%
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 5,144,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,144,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,144,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.1%
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 5,144,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,144,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,144,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.1%
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 5,144,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,144,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,144,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.1%
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 5,144,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,144,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,144,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.1%
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 5,144,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,144,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,144,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.1%
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 5,144,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,144,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,144,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.1%
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 5,144,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,144,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,144,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.1%
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 5,144,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,144,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,144,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.1%
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 5,144,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,144,588
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. 16
TO SCHEDULE 13D
This amended statement on Schedule 13D (this "Statement") relates to
the common stock, par value $1.00 per share (the "Shares"), of Tremont
Corporation, a Delaware corporation (the "Company"). Items 2, 3, 4, 5, 6 and 7
of this Statement are hereby amended as set forth below.
Item 2. Identity and Background.
Item 2 is hereby amended as follows.
(a) This Statement is filed by (i) Tremont Holdings, LLC ("TRE
Holdings"), NL Industries, Inc. ("NL") and Valhi, Inc. ("Valhi") as the 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 and TRE Holdings are the holders of approximately 63.9%, 8.3%
and 7.8%, respectively, of the 6,424,658 Shares outstanding as of November 3,
2000 according to information provided by the Company (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 60.2%
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 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.
The Combined Master Retirement Trust (the "CMRT") directly holds
approximately 0.1% of 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.
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 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 business addresses of the directors and executive officers of
the Reporting Persons are set forth on Schedule B to this Statement and
incorporated herein by reference.
(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) 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 $3,200,094.00 (including commissions). Such
funds were provided in part by Valhi's cash on hand. The balance of such funds
were provided by amounts Valhi borrowed from J. Landis Martin, the chairman of
the board, president and chief executive officer of the Company and the
president and chief executive officer of NL, pursuant to a promissory note, the
form of which is attached as Exhibit A to the Stock Purchase Agreement dated as
of November 7, 2000 between Valhi and Mr. Martin (the "Stock Purchase
Agreement") attached hereto as Exhibit 4 to this Statement and incorporated
herein by reference. Pursuant to the Stock Purchase Agreement, Mr. Martin sold,
and Valhi purchased, 90,000 Shares as of November 7, 2000 in a privately
negotiated transaction.
The Reporting Persons understand that the funds required by the persons
named in Schedule B to this Statement to acquire Shares (other than Shares
Harold C. Simmons may be deemed to own beneficially) 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 and to obtain a sufficient
number of Shares so that, if it is determined to be desirable, the Company and
NL may become members of the same consolidated federal income tax group of which
Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest and Contran are
members. If it is determined to be desirable that the Company and NL become
members of such consolidated federal income tax group, certain of the Reporting
Persons may purchase additional Shares from time to time to ensure that NL and
the Company remain in such group once they become members.
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.
Items 5(a), (b), (c) and (d) are amended as follows.
(a) Valhi, NL and TRE Holdings are the beneficial owners of 4,108,421,
536,167 and 500,000 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 16.1% of the Outstanding Shares) that
NL and TRE Holdings hold; and
(2) Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice,
Southwest, Contran, the Foundation, the CMRT and Harold C. Simmons may
each be deemed to be the beneficial owner of the 5,144,588 Shares
(approximately 80.1% of the Outstanding Shares) that Valhi, NL and TRE
Holdings hold.
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 holds;
(2) NL may be deemed to share the power to vote and direct the
disposition of the Shares that NL and TRE Holdings hold; and
(3) Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice,
Southwest, Contran, the Foundation, the CMRT and Harold C. Simmons may
each be deemed to share the power to vote and direct the disposition of
the Shares that Valhi, NL and TRE Holdings 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. 15 to this Schedule 13D. Except for Valhi's purchase as of
November 7, 2000 of 90,000 Shares pursuant to the Stock Purchase Agreement in a
privately negotiated transaction from J. Landis Martin, the chairman of the
board, president and chief executive officer of the Company and the president
and chief executive officer of NL, the Reporting Persons effected all of the
following transactions on the New York Stock Exchange, Inc. (the "NYSE").
<TABLE>
<CAPTION>
Approximate
Price Per
Number Share (exclusive
of of Reporting
Date Shares commissions) Transaction Person
-------- ------ ------------ ----------------------------- ----------
<S> <C> <C> <C> <C>
11/07/00 10,000 $31.9594 Purchase on the NYSE Valhi
11/07/00 90,000 $32.0000 Privately Negotiated Purchase Valhi
11/07/00 3,506 $32.0000 Sale on the NYSE CMRT
</TABLE>
Harold Simmons' spouse sold all of the 3,747 Shares that she directly
held on November 7, 2000 at $32.00 per share on the NYSE. As stated above, as of
November 7, 2000 pursuant to the Stock Purchase Agreement J. Landis Martin, the
chairman of the board, president and chief executive officer of the Company and
the president and chief executive officer of NL, sold to Valhi 90,000 Shares in
a privately negotiated transaction at $32.00 per share.
(d) Each of Valhi, NL and TRE Holdings has the right to receive and the
power to direct the receipt of dividends from, and proceeds from the sale of,
the 4,108,421, 536,167 and 500,000 Shares, respectively, held by such entity.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Item 6 is hereby amended and restated as follows.
Except for the Stock Purchase Agreement, 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. The Stock Purchase Agreement is attached as Exhibit 4 to
this amendment to this Statement and incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended and restated as follows.
<TABLE>
<CAPTION>
<S> <C>
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 No. 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 No. 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 (incorporated by reference to Exhibit 3 to
Amendment No. 15 to this Statement).
Exhibit 4* Stock Purchase Agreement dated as of November 7, 2000 between Valhi,
Inc. and J. Landis Martin.
</TABLE>
----------
* Filed herewith.
<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: November 17, 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: November 17, 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: November 17, 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.
Norman S. Edelcup (4) 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 (5) 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 (5) 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 the Company and
Titanium Metals Corporation, a producer of titanium metals
products that is affiliated with the Company ("TIMET").
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 the Company, NL, CompX, Keystone and TIMET.
Lawrence A. Wigdor (5) 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 Mr. Edelcup is 244 Atlantic Isles,
Sunny Isles Beach, Florida 33160.
(5) The principal business address for Messrs. Garten, Hardy and Wigdor is
Two Greenspoint Plaza, 16825 Northchase Drive, Suite 1200, Houston,
Texas 77060.
(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-
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) ......................... 60,428 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) ........................ -0- -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) Mr. Simmons may also be deemed to possess indirect beneficial ownership
of the Shares described in Item 5(a) of this Statement. Mr. Simmons
disclaims beneficial ownership of all Shares.
(5) Includes 525 Shares held by Statewide Guaranty Title Company of which
Mr. Tucker owns 100% of the outstanding common stock.
<PAGE>
<TABLE>
<CAPTION>
Exhibit Index
<S> <C>
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 No. 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 No. 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 (incorporated by reference to Exhibit 3 to
Amendment No. 15 to this Statement).
Exhibit 4* Stock Purchase Agreement dated as of November 7, 2000 between Valhi,
Inc. and J. Landis Martin.
</TABLE>
----------
* Filed herewith.
