SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 61)*
NL INDUSTRIES, INC.
(Name of Issuer)
Common Stock, $0.125 par value
(Title of Class of Securities)
629156 40 7
(CUSIP Number)
STEVEN L. WATSON
THREE LINCOLN CENTRE
SUITE 1700
5430 LBJ FREEWAY
DALLAS, TEXAS 75240-2694
(972) 233-1700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 22, 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. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tremont Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 10,215,541
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
10,215,541
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,215,541
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.1%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Valhi, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC and BK
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
79.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Valhi Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
79.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
National City Lines, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
79.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NOA, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
79.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dixie Holding Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
79.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dixie Rice Agricultural Corporation, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
79.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Southwest Louisiana Land Company, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
79.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Contran Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
79.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Combined Master Retirement Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
79.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
EP
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harold Simmons Foundation, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
79.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harold C. Simmons
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
8,000
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 40,420,406
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 8,000
10 SHARED DISPOSITIVE POWER
40,420,406
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ X ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
AMENDMENT NO. 61
TO SCHEDULE 13D
This amended statement on Schedule 13D (this "Statement") relates to the
common stock, $0.125 par value per share (the "Shares"), of NL Industries, Inc.,
a New Jersey corporation (the "Company"). Items 2, 4 and 5 of this Statement are
hereby amended as set forth below. This Statement reflects the purchases by the
Company of Shares, which purchases have increased the percentage of outstanding
Shares owned by the Reporting Persons (as defined below).
Item 2. Identity and Background.
Item 2 is amended and restated as follows:
(a) This Statement is filed (i) by Tremont Corporation ("Tremont") and
Valhi, Inc. ("Valhi") as the direct holders of Shares, (ii) by virtue of the
direct and indirect ownership of securities of Tremont and Valhi (as described
below in this Statement), by Valhi Group, Inc. ("VGI"), National City Lines,
Inc. ("National"), NOA, Inc. ("NOA"), Dixie Holding Company ("Dixie Holding"),
Dixie Rice Agricultural Corporation, Inc. ("Dixie Rice"), Southwest Louisiana
Land Company, Inc. ("Southwest"), Contran Corporation ("Contran"), The Combined
Master Retirement Trust (the "CMRT") and the Harold Simmons Foundation, Inc.
(the "Foundation") and (iii) by virtue of his positions with Contran and certain
of the other entities (as described in this Statement), by Harold C. Simmons
(collectively, the "Reporting Persons"). By signing this Statement, each
Reporting Person agrees that this Statement is filed on its or his behalf.
Valhi and Tremont are the direct holders of approximately 59.3% and 20.1%,
respectively, of the 50,842,140 Shares outstanding as of February 22, 2000
according to information received from the Company (the "Outstanding Shares").
Valhi and Tremont may be deemed to control the Company. Valhi, the Foundation,
the Company 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. VGI, National, Contran, the
Foundation, the Contran Deferred Compensation Trust No. 2 (the "CDCT No. 2") and
the CMRT are the direct holders of 81.8%, 9.5%, 1.2%, 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% of the
outstanding common stock of 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 0.1% of each of the outstanding
shares of Tremont and Valhi common stock. The CMRT is a trust formed by Valhi to
permit the collective investment by trusts that maintain the assets of certain
employee benefit plans adopted by Valhi and related companies. Mr. Simmons is
the sole trustee of the CMRT and a member of the trust investment committee for
the CMRT. Mr. Simmons is a participant in one or more of the employee benefit
plans that invest through the CMRT.
The Foundation directly holds approximately 3.9% of the outstanding Tremont
common stock and 0.5% of the outstanding Valhi common stock. The Foundation is a
tax-exempt foundation organized for charitable purposes. Harold C. Simmons is
the chairman of the board and chief executive officer of the Foundation and may
be deemed to control the Foundation.
The CDCT No. 2 directly holds approximately 0.4% of the outstanding Valhi
common stock. Boston Safe Deposit and Trust Company serves as the trustee of the
CDCT No. 2. Contran established the CDCT No. 2 as an irrevocable "rabbi trust"
to assist Contran in meeting certain deferred compensation obligations that it
owed to Harold C. Simmons. If the CDCT No. 2 assets are insufficient to satisfy
such obligations, Contran is obligated to satisfy the balance of such
obligations as they come due. Pursuant to the terms of the CDCT No. 2, Contran
(i) retains the power to vote the shares of Valhi common stock held directly by
the CDCT No. 2, (ii) retains dispositive power over such shares and (iii) may be
deemed the indirect beneficial owner of such shares.
Valmont Insurance Company ("Valmont") and a subsidiary of the Company
directly own 1,000,000 shares and 1,186,200 shares, respectively, of Valhi
common stock. Pursuant to Delaware law, Valhi treats the shares of Valhi common
stock owned by Valmont and the subsidiary of the Company as treasury stock for
voting purposes and for the purposes of this Statement are not deemed
outstanding.
Mr. Harold C. Simmons is chairman of the board and chief executive officer
of Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest and Contran.
Mr. Simmons is also chairman of the board of the Company and a director of
Tremont.
By virtue of the holding of the offices, the stock ownership and his
service as trustee, all as described above, (a) Mr. Simmons may be deemed to
control the entities described above and (b) Mr. Simmons and certain of such
entities may be deemed to possess indirect beneficial ownership of Shares that
Valhi and Tremont hold directly. However, Mr. Simmons disclaims beneficial
ownership of the Shares beneficially owned, directly or indirectly, by any of
such entities.
Harold C. Simmons' spouse is the direct owner of 69,475 Shares, 3,747
shares of Tremont common stock and 77,000 shares of Valhi common stock. Mr.
Simmons may be deemed to share indirect beneficial ownership of such shares. Mr.
Simmons disclaims all such beneficial ownership.
Certain information concerning the directors and executive officers of the
Reporting Persons, including offices held by Mr. Simmons is set forth on
Schedule B attached hereto and incorporated herein by reference.
(b) The principal office of Tremont is 1999 Broadway, Suite 4300, Denver,
Colorado 80202. The principal offices of Valhi, VGI, National, NOA, Dixie
Holding and Contran, the CMRT and the Foundation are located at, and the
business address of Harold C. Simmons is, Three Lincoln Centre, 5430 LBJ
Freeway, Suite 1700, Dallas, Texas 75240-2697. The principal office of Dixie
Rice is 600 Pasquiere Street, Gueydan, Louisiana 70542. The principal office of
Southwest is 402 Canal Street, Houma, Louisiana 70360. The business addresses of
the remaining directors and executive officers of the Reporting Persons are set
forth on Schedule B to this Statement and incorporated herein by reference.
(c) Tremont is principally engaged through the Company in the production of
titanium dioxide pigments and through other companies in the production of
titanium metal products and in real estate development.
In addition to activities engaged in through Tremont, the Company and the
companies they may be deemed to control, Valhi is engaged through other
companies in the ergonomic computer support systems, precision ball bearing
slides, security products and waste management industries.
In addition to activities engaged in through Valhi and the other companies
it may be deemed to control, as described above, and in addition to holding the
securities described above, (i) VGI is engaged in holding notes receivable; (ii)
National is engaged in holding notes receivable and, directly or through other
companies, in real estate, oil and gas activities and the rental and sales of
compressors and related products; (iii) Dixie Holding is engaged in holding
preferred stock of Contran; (iv) NOA is engaged in real estate and holding notes
receivable; (v) Dixie Rice is engaged in land management, agriculture and oil
and gas activities; (vi) Southwest is engaged in land management, agriculture
and oil and gas activities; and (vii) Contran is engaged through other companies
in the production of, among other things, steel rod, wire and wire products.
The CMRT is a trust formed by Valhi to permit the collective investment by
trusts that maintain the assets of certain employee benefit plans adopted by
Valhi and related companies. The employee benefit plans funded by the trusts
participating in the CMRT are subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended.
The Foundation is a tax-exempt foundation organized for charitable
purposes.
(d) None of the Reporting Persons or, to the best knowledge of such
persons, any of the persons named in Schedule B to this Statement has been
convicted in a criminal proceeding in the past five years (excluding traffic
violations or similar misdemeanors).
(e) None of the Reporting Persons or, to the best knowledge of such
persons, any person named in Schedule B to this Statement, was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Contran, Dixie Holding, National, Valhi and Tremont are Delaware
corporations. 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 4. Purpose of Transaction.
No change to Item 4 except for the following:
Certain of the persons named in Schedule B to this Statement, namely Harold
C. Simmons, Glenn R. Simmons, J. Landis Martin and Susan E. Alderton are
directors or officers of the Company and may acquire Shares from time to time
pursuant to benefit plans that the Company sponsors or other compensation
arrangements with the Company.
Except as described in this Item 4, none of the Reporting Persons nor, to
the best knowledge of such persons, any other person named in Schedule B to this
Statement has formulated any plans or proposals which relate to or would result
in any matter required to be disclosed in response to paragraphs (a) through (j)
of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended as follows:
(a) Valhi, Tremont, Harold C. Simmons' spouse and Harold C. Simmons are the
direct beneficial owners of 30,135,390, 10,215,541, 69,475 and 2,000 Shares,
respectively. In addition, Harold C. Simmons holds stock options exercisable for
6,000 Shares, which stock options will not all vest within 60 days of the filing
of this Statement.
By virtue of the relationships described under Item 2 of this Statement:
(1) Tremont may be deemed to be the beneficial owner of the 10,215,541
Shares (approximately 20.1% of the Outstanding Shares) directly held by Tremont;
(2) Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest,
Contran, the CMRT and the Foundation may each be deemed to be the beneficial
owner of the 40,350,931 Shares (approximately 79.4% of the Outstanding Shares)
directly held by Valhi and Tremont; and
(3) Harold C. Simmons may be deemed to be the beneficial owner of the
40,428,406 Shares (approximately 79.5% of the Outstanding Shares) directly held
by Valhi, Tremont, Mr. Simmons' spouse and himself and including the 6,000
Shares that Mr. Simmons can acquire by exercise of stock options.
Mr. Simmons disclaims beneficial ownership of all Shares, except the 2,000
Shares that he holds directly.
The Reporting Persons understand, based on ownership filings with the
Securities and Exchange Commission (the "Commission") or upon information
provided by the persons listed on Schedule B to this Statement, that such
persons may be deemed to own personally and beneficially the Shares as indicated
on Schedule C to this Statement.
(b) By virtue of the relationships described in Item 2:
(1) Tremont may be deemed to share the power to vote and direct the
disposition of the 10,215,541 Shares that Tremont directly holds;
(2) Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest,
Contran, the CMRT and the Foundation may each be deemed to share the power to
vote and direct the disposition of the 40,350,931 Shares that Valhi and Tremont
directly hold;
(3) Harold C. Simmmons may be deemed to share the power to vote and direct
the disposition of the 40,420,406 Shares that Valhi, Tremont and Mr. Simmons'
spouse directly hold; and
(4) Harold C. Simmmons may be deemed to have the sole power to vote and
direct the disposition of the 2,000 Shares that he holds directly and the 6,000
shares that he can acquire pursuant to the exercise of stock options.
(c) None.
(d) Each of Valhi, Tremont, Harold C. Simmons' spouse and Harold C. Simmons
has the right to receive and the power to direct the receipt of dividends from,
and proceeds from the sale of, the Shares that such entity or person directly
holds.
(e) Not applicable.
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: March 3, 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: March 3, 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: March 3, 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 of THE COMBINED
MASTER RETIREMENT TRUST.
J. LANDIS MARTIN, as chairman of the board, chief executive officer and
president of TREMONT CORPORATION.
STEVEN L. WATSON, as president or vice president of each of:
CONTRAN CORPORATION
DIXIE HOLDING COMPANY
DIXIE RICE AGRICULTURAL CORPORATION, INC.
HAROLD SIMMONS FOUNDATION, INC.
NATIONAL CITY LINES, INC.
NOA, INC.
SOUTHWEST LOUISIANA LAND COMPANY, INC.
VALHI GROUP, INC.
VALHI, INC.
Schedule B
Schedule B is hereby amended and restated as follows:
The names of the directors and executive officers of the Contran
Corporation ("Contran"), Dixie Holding Company ("Dixie Holding"), Dixie Rice
Agricultural Corporation, Inc. ("Dixie Rice"), Harold Simmons Foundation, Inc.
(the "Foundation"), National City Lines, Inc. ("National"), NOA, Inc. ("NOA"),
Southwest Louisiana Land Company, Inc. ("Southwest"), Tremont Corporation
("Tremont"), Valhi Group, Inc. ("VGI") 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 and chief financial officer of NL
Industries, Inc. (the "Company"); and director of Tremont.
Eugene K. Anderson Vice president of Contran, Dixie Holding, Dixie Rice,
NOA, National, Southwest, VGI and Valhi; and treasurer of
the Foundation.
Richard J. Boushka (2) Principal of Boushka Properties, a private investment
firm; and a director of Tremont.
F. Murlyn Broussard (3) Treasurer of Southwest.
Norman S. Edelcup (4) Senior vice president of Item Processing of America Inc.,
a processing service bureau; and a director of Valhi.
Lisa Simmons Epstein Director and president of the Foundation.
Kenneth R. Ferris (5) Distinguished Professor at the American Graduate School
of International Management; and a director of Valhi.
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 computer support systems, drawer slides
and security products that is affiliated with Valhi
("CompX").
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 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 "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 the
Company; chairman of the board, president and chief
executive officer of Titanium Metals Corporation, a
producer of titanium metal products ("TIMET") that is
affiliated with Tremont; and chairman of the board,
president and chief executive officer of Tremont.
Andrew McCollam, Jr. (3) President and director of Southwest; director of Dixie
Rice; and a private investor.
Harold M. Mire (8) Vice president of Dixie Rice and Southwest.
Robert E. Musgraves (7) Executive vice president-legal and administration and
secretary of TIMET; and vice president, general counsel
and secretary of 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.
Glenn R. Simmons Vice chairman of the board of Contran, Dixie Holding,
NOA, National, VGI and Valhi; chairman of the board of
Keystone Consolidated Industries, Inc. ("Keystone"), a
manufacturer of steel rod, wire and wire products that is
affiliated with Contran; director and executive vice
president of Southwest and Dixie Rice; and director of
the Company, CompX, TIMET and Tremont.
Harold C. Simmons Chairman of the board and chief executive officer of
Contran, Dixie Holding, Dixie Rice, the Foundation, NOA,
National, Southwest, VGI and Valhi; chairman of the board
of the Company; director of Tremont; and trustee and
member of the trust investment committee of the CMRT.
Richard A. Smith (8) Director and president of Dixie Rice.
Thomas P. Stafford (9) Co-founder of Stafford, Burke and Hecker, Inc., a
consulting company; director of the Company, TIMET and
Tremont; and director of Allied-Signal, Inc., CMI
Corporation and Seagate Technologies, Inc.
Avy H. Stein (10) Managing partner of Willis, Stein & Partners, a private
equity investment firm; and director of Tremont.
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. (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; and a
director of Valhi.
Mark A. Wallace (7) Executive vice president and chief financial officer of
TIMET; and vice president, chief financial officer and
treasurer of Tremont.
Steven L. Watson Director and president of Contran, Dixie Holding, NOA,
National, VGI and Valhi; director and executive vice
president of Dixie Rice; director, vice president and
secretary of the Foundation; executive vice president of
Southwest; and a director of CompX, Keystone and TIMET.
- ----------
</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 Mr. Edelcup is 5190 N.W. 167th Street,
Suite 300, Miami, Florida 33014.
(5) The principal business address for Dr. Ferris is 15249 North 59th Avenue,
Glendale, Arizona 85306-6000.
(6) The principal business address for Mr. Hardin is 229 Peachtree Street,
N.E., Suite 2700, Atlanta, Georgia 30303.
(7) The principal business address for Messrs. Martin, Musgraves and Wallace 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. Stafford is 1006 Cameron Street,
Alexandria, Virginia 22314.
(10) The principal business address for Mr. Stein is 227 West Monroe St., Suite
4300, Chicago, Illinois 60606.
(11) The principal business address for Mr. Tucker is 400 E. Central Boulevard,
Orlando, Florida 32801.
SCHEDULE C
Schedule C is hereby amended and restated as follows:
Based upon ownership filings with the Commission or upon information
provided by the persons listed on Schedule B to this Statement, such persons may
be deemed to personally beneficially own Shares, as outlined below:
<TABLE>
<CAPTION>
<S>
Name Shares Held Options Held (1)
------------------------------- ---------------- ----------------
<C> <C> <C>
Susan E. Alderton (2) 53,222 82,200
Eugene K. Anderson -0- -0-
Richard J. Boushka -0- -0-
F. Murlyn Broussard -0- -0-
Norman S. Edelcup -0- -0-
Lisa Simmons Epstein 1,000 -0-
Kenneth R. Ferris (3) 3,000 -0-
Edward J. Hardin -0- -0-
J. Mark Hollingsworth (4) 500 -0-
Keith A. Johnson (5) 3,953 -0-
William J. Lindquist -0- -0-
A. Andrew R. Louis 0 0
Kelly D. Luttmer -0- -0-
J. Landis Martin (6) 227,772 493,000
Andrew McCollam, Jr. -0- -0-
Harold M. Mire -0- -0-
Robert E. Musgraves -0- -0-
Bobby D. O'Brien -0- -0-
Glenn R. Simmons 3,800 4,000
Harold C. Simmons (7) 2,000 4,000
Richard A. Smith -0- -0-
Thomas P. Stafford -0- -0-
Avy H. Stein -0- -0-
Gregory M. Swalwell -0- -0-
J. Walter Tucker, Jr. -0- -0-
Mark A. Wallace -0- -0-
Steven L. Watson 8,000 -0-
- ----------
</TABLE>
(1) Represents Shares issuable pursuant to the exercise within 60 days of the
date of this Statement of stock options.
(2) Includes 12,065 Shares credited to Ms. Alderton's account under the NL
Industries, Inc. Retirement Savings Plan (the "Savings Plan").
(3) Comprises 3,000 Shares Dr. Ferris holds in his individual retirement
account.
(4) Comprises 500 Shares Mr. Hollingsworth holds in his individual retirement
account.
(5) Includes 400 Shares that Mr. Johnson's spouse holds in an individual
retirement account.
(6) Includes 17,631 Shares credited to Mr. Martin's account under the Savings
Plan.
(7) Mr. Simmons may be deemed to possess indirect beneficial ownership of the
Shares as described in Item 5 of this Statement. Item 5 of this Statement
reports all Shares issuable pursuant to the exercise of Mr. Simmons' stock
options, regardless of vesting, while this Schedule C reports only those
Shares that Mr. Simmons can receive within 60 days of the date of this
Statement upon exercise of his stock options. Mr. Simmons disclaims
beneficial ownership of all Shares except for the 2,000 Shares that he
holds directly.
