SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
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)
March 16, 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. 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 536,167
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
536,167
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
536,167
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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 4,363,688
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
4,363,688
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,363,688
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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 4,363,688
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
4,363,688
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,363,688
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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 4,363,688
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
4,363,688
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,363,688
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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 4,363,688
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
4,363,688
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,363,688
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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 4,363,688
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
4,363,688
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,363,688
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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 4,363,688
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
4,363,688
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,363,688
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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 4,363,688
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
4,363,688
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,363,688
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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 4,363,688
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
4,363,688
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,363,688
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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 4,367,194
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
4,367,194
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,367,194
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.1%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
EP
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 4,563,688
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
4,563,688
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,563,688
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.1%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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 4,570,941
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
4,570,941
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ X ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
AMENDMENT NO. 12
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 and 7 of this Statement
are hereby amended as set forth below.
Item 2. Identity and Background.
Item 2 is amended and restated as follows:
(a) This Statement is filed by (i) 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 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), 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 NL are the direct holders of approximately 59.7% and 8.4% of the
6,415,820 Shares outstanding as of March 22, 2000 according to information
provided by the Company (the "Outstanding Shares"). Valhi and NL may be deemed
to control the Company. Valhi and the Company are the direct holders of
approximately 59.5% and 20.2%, respectively, of the outstanding common stock of
NL and together may be deemed to control NL. VGI, National and Contran are the
direct holders of 81.8%, 9.5% and 1.2% of the outstanding 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 3.1% of the Outstanding Shares
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 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.
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 owned by Valmont and NL as treasury stock for
voting purposes and for the purposes of this Statement are not deemed
outstanding.
Mr. Harold C. Simmons is chairman of the board and chief executive officer
of Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest and Contran.
Mr. Simmons is also chairman of the board of NL and a director of 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 NL is 16825 Northchase Drive, Suite 1200,
Houston, Texas 77060. The principal offices of Valhi, VGI, National, NOA, Dixie
Holding, Contran, the CMRT and the Foundation are located at, and the business
address of Harold C. Simmons is, Three Lincoln Centre, 5430 LBJ Freeway, Suite
1700, Dallas, Texas 75240-2697. The principal 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) NL is engaged through its subsidiaries in the production of titanium
dioxide pigments.
In addition to the activities engaged in through NL, Valhi is engaged
through its 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.
The CMRT is 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 employee benefit plans funded by
the master 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) 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.
Item 3 is amended as follows.
On December 30, 1999, Valmont distributed to Valhi by dividend 30,490
Shares.
The total amount of funds Valhi used to acquire the Shares purchased by it
as reported in Item 5(c) was $11,161,186.25. Such funds were provided by amounts
Valhi borrowed from Contran pursuant to a $25 million demand promissory note
dated February 1, 1999 executed by Valhi and payable to the order of Contran, a
copy of which is attached as Exhibit 1 to this Statement. Valhi expects to repay
all this borrowing by borrowing under the 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, as amended by that certain
First Amendment Agreement dated as of November 5, 1999, copies of which are
attached as Exhibits 2 and 3 to this Statement.
The total amount of funds NL used to acquire the Shares purchased by it as
reported in Item 5(c) was $9,520,000.00. Such funds were provided by NL's cash
on hand.
Item 4. Purpose of Transaction.
Item 4 is amended as follows.
Valmont distributed to Valhi by dividend 30,490 Shares in order to increase
Valhi's direct ownership of the Company.
Valhi and NL purchased the Shares reported in Item 5(c) of this amendment
in order to increase their equity interests in the Company.
Depending upon their evaluation of the Company's business and prospects,
and upon future developments (including, but not limited to, performance of the
Shares in the market, availability of funds, alternative uses of funds, and
money, stock market and general economic conditions), any of the Reporting
Persons or other entities that may be deemed to be affiliated with Contran may
from time to time purchase Shares, and any of the Reporting Persons or other
entities that may be deemed to be affiliated with Contran may from time to time
dispose of all or a portion of the Shares held by such person, or cease buying
or selling Shares. Any such additional purchases or sales of the Shares may be
in open market or privately negotiated transactions or otherwise.
As described under Item 2 of this Statement, Harold C. Simmons may be
deemed to control the Company.
The Reporting Persons understand that prior purchases of 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.
Item 5 is amended and restated as follows.
(a) Valhi, NL, the Foundation, Harold C. Simmons' spouse and the CMRT are
the direct beneficial owners of 3,827,521, 536,167, 200,000, 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 536,167 Shares
(approximately 8.4% of the Outstanding Shares) that NL directly holds;
(2) Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest and
Contran may each be deemed to be the beneficial owner of the 4,363,688 Shares
(approximately 68.0% of the Outstanding Shares) that Valhi and NL directly hold;
(3) The CMRT may be deemed to be the beneficial owner of the 4,367,194
Shares (approximately 68.1% of the Outstanding Shares) that Valhi, NL and the
CMRT directly hold;
(3) the Foundation may be deemed to be the beneficial owner of the
4,563,688 Shares (approximately 71.1% of the Outstanding Shares) that Valhi, NL
and the Foundation directly hold; and
(4) Harold C. Simmons may be deemed to be the beneficial owner of the
4,570,941 Shares (approximately 71.2% of the Outstanding Shares) that Valhi, NL,
the Foundation, 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) NL may be deemed to share the power to vote and direct the disposition
of the Shares that NL directly holds;
(2) Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest and
Contran may each be deemed to share the power to vote and direct the disposition
of the Shares that Valhi and NL directly hold;
(3) The CMRT may be deemed to share the power to vote and direct the
disposition of the Shares that Valhi, NL and the CMRT directly hold;
(3) the Foundation may be deemed to share the power to vote and direct the
disposition of the Shares Valhi, NL and the Foundation directly hold; and
(4) Harold C. Simmons may be deemed to share the power to vote and direct
the disposition of the Shares that Valhi, NL, the Foundation, Mr. Simmons'
spouse and the CMRT directly hold.
(c) The table below sets forth all transactions in the Shares by the
Reporting Persons during the last 60 days. The Reporting Persons effected all of
such transactions on the New York Stock Exchange.
<TABLE>
<CAPTION>
Number Approximate Price Per
of Share ($) (exclusive of
Date Shares commissions) Transaction Reporting Person
--------- ---------- ---------------------- ----------- ----------------
<S> <C> <C> <C> <C>
03/03/00 75,000 $13.6875 Purchase Valhi
03/06/00 49,500 $14.2500 Sale Foundation
03/06/00 500 $14.3125 Sale Foundation
03/16/00 44,500 $13.6875 Purchase Valhi
03/16/00 500,000 $19.0000 Purchase Valhi
03/16/00 500,000 $19.0000 Purchase NL
</TABLE>
(d) Each of Valhi, NL, the Foundation, Valmont, 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 7. Material to be Filed as Exhibits.
Item 7 is amended and restated as follows:
Exhibit 1 $25 Million Demand Promissory Note dated February 1, 1999
executed by Valhi, Inc. and payable to the order
of Contran Corporation (incorporated by reference to Exhibit
1 to Amendment No. 11 to this Statement).
Exhibit 2 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 3 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.).
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 27, 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 27, 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 27, 2000
/s/ Steven L. Watson
--------------------------------
Steven L. Watson
Signing in the capacities listed
on Schedule "A" attached hereto and
incorporated herein by reference.
SCHEDULE A
HAROLD C. SIMMONS, in his individual capacity and as trustee for THE
COMBINED MASTER RETIREMENT TRUST.
J. LANDIS MARTIN, as president and chief executive officer of NL
INDUSTRIES, INC.
STEVEN L. WATSON, as president or vice president of each of:
CONTRAN CORPORATION
DIXIE HOLDING COMPANY
DIXIE RICE AGRICULTURAL CORPORATION, INC.
HAROLD SIMMONS FOUNDATION, INC.
NATIONAL CITY LINES, INC.
NOA, INC.
SOUTHWEST LOUISIANA LAND COMPANY, INC.
VALHI GROUP, INC.
VALHI, INC.
Schedule B
The names of the directors and executive officers of Contran Corporation
("Contran"), Dixie Holding Company ("Dixie Holding"), Dixie Rice Agricultural
Corporation, Inc. ("Dixie Rice"), the Harold Simmons Foundation, Inc. (the
"Foundation"), National City Lines, Inc. ("National"), NL Industries, Inc.
("NL"), NOA, Inc. ("NOA"), Southwest Louisiana Land Company, Inc. ("Southwest"),
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 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.
F. Murlyn Broussard (2) Treasurer of Southwest.
Joseph S. Compofelice (3) Chairman of the board, president and chief executive
officer of CompX International Inc., a manufacturer of
computer support systems, drawer slides and security
products that is affiliated with Valhi ("CompX"); and a
director of NL and Titanium Metals Corporation, a producer
of titanium metal products ("TIMET") that is affiliated
with the Company.
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.
David B. Garten (3) Vice president, general counsel and secretary of NL.
Robert D. Hardy (3) Vice president and controller of NL.
Edward J. Hardin (6) Partner of the law firm of Rogers & Hardin LLP; and a
director of Valhi and 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 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;
chairman of the board, president and chief executive
officer of TIMET and the Company.
Andrew McCollam, Jr. (2) President and 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) Director of NL; and president of Peak Enernomics, Inc., an
energy industry consulting firm.
Glenn R. Simmons Vice chairman of the board of Contran, Dixie Holding, NOA,
National, VGI and Valhi; 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 NL, CompX, 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 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; 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; director, vice president and
secretary of the Foundation; executive vice president of
Southwest; and a director of CompX, Keystone and TIMET.
Lawrence A. Wigdor (3) 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 Messrs. Broussard and McCollam is 402
Canal Street, Houma, Louisiana 70360.
(3) The principal business address for Messrs. Compofelice Garten, Hardy and
Wigdor is Two Greenspoint Plaza, 16825 Northchase Drive, Suite 1200,
Houston, Texas 77060.
(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 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 Mr. Stafford is 1006 Cameron Street,
Alexandria, Virginia 22314.
(11) The principal business address for Mr. Tucker is 400 E. Central Boulevard,
Orlando, Florida 32801.
SCHEDULE C
Based upon ownership filings with the Commission or upon information
provided by the persons listed on Schedule B to this Statement, such persons may
be deemed to own personally and beneficially Shares, as outlined below:
<TABLE>
<CAPTION>
Name Shares Held Options Held (1)
------------------------------- ---------------- ----------------
<S> <C> <C>
Susan E. Alderton (2) 511 6,500
Eugene K. Anderson -0- -0-
F. Murlyn Broussard -0- -0-
Joseph S. Compofelice -0- 5,000
Norman S. Edelcup -0- -0-
Lisa Simmons Epstein 298 -0-
Kenneth R. Ferris -0- -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 200 -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 60 -0-
Thomas P. Stafford -0- 4,000
Gregory M. Swalwell -0- -0-
J. Walter Tucker, Jr. 525 -0-
Steven L. Watson 6,274 -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 held by the CMRT.
