SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
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)
December 31, 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 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)
OO
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 5,141,421
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,141,421
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,141,421
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.0%
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
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 5,149,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,149,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,149,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.2%
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 5,149,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,149,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,149,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Valhi, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC and BK
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,149,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,149,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,149,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Valhi 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 5,149,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,149,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,149,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 5,149,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,149,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,149,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 5,149,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,149,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,149,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 5,149,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,149,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,149,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 5,149,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,149,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,149,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 5,149,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,149,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,149,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 5,149,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,149,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,149,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 5,149,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,149,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,149,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 5,149,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,149,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,149,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.2%
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 5,149,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,149,588
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. 17
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(a) is hereby amended and restated, and Items 2(b), (c), (d), (e)
and (f) are amended, as follows.
(a) This Statement is filed by (i) Tremont Group, Inc. ("TGI") and
Tremont Holdings, LLC ("TRE Holdings") as the holders of Shares, (ii) by virtue
of the direct and indirect ownership of securities of TGI and TRE Holdings, NL
Industries, Inc ("NL"), Valhi, Inc. ("Valhi"), Valhi Group, Inc. ("VGI"),
National City Lines, Inc. ("National"), NOA, Inc. ("NOA"), Dixie Holding Company
("Dixie Holding"), Dixie Rice Agricultural Corporation, Inc. ("Dixie Rice"),
Southwest Louisiana Land Company, Inc. ("Southwest"), Contran Corporation
("Contran"), 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.
TGI and TRE Holdings are the holders of approximately 80.0% and 0.1%,
respectively, of the 6,424,658 Shares outstanding as of December 31, 2000
according to information provided by the Company (the "Outstanding Shares").
Together, TGI and TRE Holdings may be deemed to control the Company. Valhi and
TRE Holdings are the direct holders of 80.0% and 20.0%, respectively of the
outstanding common stock of TGI. Together Valhi and TRE Holdings may be deemed
to control TGI. 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 CDCT No. 2 directly holds approximately 0.4% of the outstanding
Valhi common stock. U.S. Bank National Association 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.
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 TGI, 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 principal offices of TGI are located at Three Lincoln Centre,
5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697. 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.
(c) TGI is engaged in holding Shares.
(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) TGI is a Delaware corporation. 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 5,000 Shares
purchased by it on the open market as reported in Item 5(c) was $153,875.00
(including commissions). Such funds were provided by Valhi's cash on hand.
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:
On November 30, 2000, Valhi purchased 5,000 Shares in the open market
in order to increase its equity interest in the Company and to obtain a
sufficient number of Shares so that, if it were determined to be desirable, the
Company and NL might 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 (the "Consolidated Tax Group"). On December 21, 2000, NL
contributed its 536,167 Shares to TRE Holdings, and TRE Holdings acquired such
Shares, in order for TRE Holdings to contribute such Shares to TGI. On December
31, 2000, Valhi and TRE Holdings contributed 4,113,421 and 1,028,000 Shares,
respectively, to TGI, and TGI acquired such Shares, in order to form TGI and
allow NL, the Company, and TGI to become members of the Consolidated Tax Group.
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) TGI and TRE Holdings are the beneficial owners of 5,141,421
(approximately 80.0% of the Outstanding Shares) and 8,167 of the Shares
(approximately 0.1% of the Outstanding Shares), respectively.
By virtue of the relationships described under Item 2 of this
Statement, TRE Holdings, NL, 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 5,149,588 Shares (approximately
80.2% of the Outstanding Shares) that TGI 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) TGI may be deemed to share the power to vote and direct
the disposition of the Shares that TGI holds; and
(2) TRE Holdings, NL, 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 TGI and TRE Holdings hold.
(c) On November 30, 2000, Valhi purchased on the open market 5,000
Shares at $30.725 per share (exclusive of commissions). On December 21, 2000, NL
contributed 536,167 Shares to TRE Holdings in a private transaction. On December
31, 2000, Valhi and TRE Holdings contributed 4,133,421 Shares and 1,028,000
Shares, respectively, in a private transaction to TGI to form TGI. There were no
other transactions in the Shares by the Reporting Persons since the last
transaction by the Reporting Persons reported in Amendment No. 16 to this
Schedule 13D.
(d) Each of TGI 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
5,141,421 and 8,167 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 as follows.
TGI's certificate of incorporation provides for certain redemption and
other rights of the holders of its common stock. TGI's certificate of
incorporation is attached as Exhibit 5 to this amendment to this Statement and
incorporated herein by reference. Pursuant to the certificate of incorporation,
each holder of a share of TGI common stock (a "TGI Share") can cause TGI to
redeem within 45 days such TGI Share for 1,000 Shares. In addition to such
Shares, the holder may be entitled to receive from, or be required to pay to
TGI, as the case may be, the difference between the fair market value of the
redeemed TGI Share and the 1,000 Shares received upon redemption, all pursuant
to the terms of TGI's certificate of incorporation. In addition, the TGI
certificate of incorporation provides that TGI shall have five directors. Only
holders of at least 90% of the outstanding TGI Shares can amend the redemption
provisions or the number of directors provided for in the TGI certificate of
incorporation.
Valhi and TRE Holdings have entered into a voting agreement dated as of
December 31, 2000 whereby Valhi agrees to elect one director designated by TRE
Holdings to TGI's board of directors (the "TGI Voting Agreement"). The TGI
Voting Agreement is attached as Exhibit 6 to this amendment to this Statement
and incorporated herein by reference.
Valhi, Contran and NL have entered into a Tax Sharing Agreement dated
as of January 1, 2001 (the "NL Tax Sharing Agreement"). The NL Tax Sharing
Agreement is attached as Exhibit 7 to this amendment to this Statement and
incorporated herein by reference. The NL Tax Sharing Agreement provides for NL
and its subsidiaries to make payments to, or receive payments from, Valhi in the
amount they would have paid to or received from the Internal Revenue Service had
they not been members of the Consolidated Tax Group. The separate company
provisions and payments are computed using the tax elections made by Contran. NL
and each subsidiary of NL that is a member of the Consolidated Tax Group is
severally liable to Valhi for the federal income tax of NL or such NL subsidiary
for all periods in which NL or such NL subsidiary is included in the
Consolidated Tax Group. Valhi has agreed to indemnify NL and its subsidiaries
for any liability for income taxes of the Consolidated Tax Group in excess of
NL's and its subsidiaries' tax liability computed in accordance with the NL Tax
Sharing Agreement. NL has agreed to indemnify Valhi and its subsidiaries (other
than NL and its subsidiaries) for any liability for income taxes of NL and its
subsidiaries computed in accordance with the NL Tax Sharing Agreement.
Valhi, Contran and the Company have entered into a Tax Sharing
Agreement dated as of January 1, 2001 (the "Tremont Tax Sharing Agreement" and
collectively with the NL Tax Sharing Agreement, the "Tax Sharing Agreements").
The Tremont Tax Sharing Agreement is attached as Exhibit 8 to this amendment to
this Statement and incorporated herein by reference. The Tremont Tax Sharing
Agreement provides for the Company and its subsidiaries to make payments to, or
receive payments from, Valhi in the amount they would have paid to or received
from the Internal Revenue Service had they not been members of the Consolidated
Tax Group. The separate company provisions and payments are computed using the
tax elections made by Contran. The Company and each subsidiary of the Company
that is a member of the Consolidated Tax Group is severally liable to Valhi for
the federal income tax of the Company or such Company subsidiary for all periods
in which the Company or such Company subsidiary is included in the Consolidated
Tax Group. Valhi has agreed to indemnify the Company and its subsidiaries for
any liability for income taxes of the Consolidated Tax Group in excess of the
Company's and its subsidiaries' tax liability computed in accordance with the
Tremont Tax Sharing Agreement. The Company has agreed to indemnify Valhi and its
subsidiaries (other than the Company and its subsidiaries) for any liability for
income taxes of the Company and its subsidiaries computed in accordance with the
Tremont Tax Sharing Agreement.
Except for the provisions and agreements described in this item, none
of the Reporting Persons or, to the best knowledge of such persons, any person
named in Schedule B to this Statement has any contract, arrangement,
understanding or relationship (legal or otherwise) with any person with respect
to securities of the Company, including, but not limited to, transfer or voting
of any such securities, finder's fees, joint ventures, loans or option
arrangements, puts or calls, guarantees of profits, division of profits or
losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended and restated as follows.
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 (incorporated by reference to
Exhibit 4 to Amendment No. 16 to this Statement).
Exhibit 5* Certificate of Incorporation of Tremont Group, Inc.
Exhibit 6* Voting Agreement dated as of December 31, 2000 between Valhi,
Inc. and Tremont Holdings, LLC.
Exhibit 7* Tax Sharing Purchase Agreement dated as of January 1, 2001
among Valhi, Inc., Contran Corporation and NL Industries, Inc.
Exhibit 8* Tax Sharing Purchase Agreement dated as of January 1, 2001
among Valhi, Inc., Contran Corporation and Tremont
Corporation.
----------
* 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: January 10, 2001
/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: January 10, 2001
/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: January 10, 2001
/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.
TREMONT GROUP, 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"), Tremont Group, Inc. ("TGI"), 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.
Name Present Principal Occupation
----------------------------- ---------------------------------
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, TGI,
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;
and a director of Valhi.
Norman S. Edelcup (3) Private investor; director of Valhi; and
trustee of the Baron Funds, a mutual fund
group.
Lisa Simmons Epstein Director and president of the Foundation.
David B. Garten (4) Vice president, general counsel and
secretary of NL; and vice president and
secretary of TRE Holdings.
Edward J. Hardin (5) Partner of the law firm of Rogers & Hardin
LLP; and a director of Valhi.
Robert D. Hardy (4) Vice president and controller of NL and TRE
Holdings.
J. Mark Hollingsworth Vice president and general counsel of
Contran, Dixie Holding, Dixie Rice, NOA,
National, Southwest, TGI, VGI and Valhi; and
general counsel of the Foundation, CompX
International Inc., a manufacturer of
ergonomic computer support systems,
precision ball bearing slides and security
products that is affiliated with Valhi
("CompX"), and The Combined Master
Retirement Trust, a trust Valhi established
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, TGI
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, TGI,
VGI and Valhi.
Kelly D. Luttmer Tax director of Contran, CompX, Dixie
Holding, Dixie Rice, NOA, National,
Southwest, TGI, VGI and Valhi.
J. Landis Martin (6) 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. (7) 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,
TGI, 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, TGI, VGI and Valhi;
chairman of the board of CompX and 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 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, TGI, 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, TGI, 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, TGI, 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 and TIMET.
Lawrence A. Wigdor (4) Director and executive vice president of NL.
----------
(1) The principal business address for Ms. Alderton is 70 East 55th Street,
8th Floor, New York, New York 10022.
(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 Mr. Edelcup is 244 Atlantic Isles,
Sunny Isles Beach, Florida 33160.
(4) The principal business address for Messrs. Garten, Hardy and Wigdor is
Two Greenspoint Plaza, 16825 Northchase Drive, Suite 1200, Houston,
Texas 77060.
(5) The principal business address for Mr. Hardin is 229 Peachtree Street,
N.E., Suite 2700, Atlanta, Georgia 30303.
(6) The principal business address for Mr. Martin is 1999 Broadway, Suite
4300, Denver, Colorado 80202.
(7) The principal business address for Mr. McCollam is 402 Canal Street,
Houma, Louisiana 70360.
(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-
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) ......................... 56,128 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- 5,000
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 520 Shares held by the trustee for the benefit of Mr. Martin
under the NL Savings Plan.
(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 (incorporated by reference to
Exhibit 4 to Amendment No. 16 to this Statement).
Exhibit 5* Certificate of Incorporation of Tremont Group, Inc.
Exhibit 6* Voting Agreement dated as of December 31, 2000 between Valhi,
Inc. and Tremont Holdings, LLC.
Exhibit 7* Tax Sharing Purchase Agreement dated as of January 1, 2001
among Valhi, Inc., Contran Corporation and NL Industries, Inc.
Exhibit 8* Tax Sharing Purchase Agreement dated as of January 1, 2001
among Valhi, Inc., Contran Corporation and Tremont
Corporation.
</TABLE>
----------
* Filed herewith.
