SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CompX International Inc.
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
20563 10 1
(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 20, 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. 20563 10 1
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
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 374,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
374,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
374,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 20563 10 1
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 374,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
374,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
374,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 20563 10 1
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 374,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
374,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
374,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 20563 10 1
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 374,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
374,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
374,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 20563 10 1
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 374,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
374,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
374,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 20563 10 1
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 374,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
374,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
374,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 20563 10 1
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 374,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
374,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
374,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 20563 10 1
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 374,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
374,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
374,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 20563 10 1
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 374,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
374,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
374,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
EP
<PAGE>
CUSIP No. 20563 10 1
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 374,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
374,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
374,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 20563 10 1
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 374,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
374,000
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. 1
TO SCHEDULE 13D
This amended statement on Schedule 13D (this "Statement") relates to
the class A common stock, par value $0.01 per share (the "Class A Shares"), of
CompX International Inc., a Delaware corporation (the "Company"). Items 2 and 5
of this Statement are hereby amended as set forth below. The Reporting Persons
(as defined below) are filing this Statement as a result of the Company's
purchases of Class A Shares, which purchases have increased the percentage of
outstanding Shares the Reporting Persons own.
Item 2. Identity and Background.
Items 2(a), (d), (e) and (f) are amended and restated as follows.
(a) This Statement is filed by (i) Valhi, Inc. as the direct holder of
Class A Shares, (ii) by virtue of the direct and indirect ownership of
securities of 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.
Valcor, Inc. ("Valcor") directly holds 100%, or 10,000,000 shares, of
the Company's class B common stock, par value $0.01 per share (the "Class B
Shares" and collectively with the Class A Shares shall be referred to as the
"Shares"). The description of the relative rights of the Shares contained in the
Company's restated certificate of incorporation is hereby incorporated herein by
reference to Exhibit 1 to this Schedule. As a result of its ownership of all of
the Class B Shares, Valcor currently holds approximately 65.1% of the combined
voting power (94.9% for the election of directors) of all classes of voting
stock of the Company. Valcor may be deemed to control the Company.
Valhi is the direct holder of 100% of the outstanding common stock of
Valcor and may be deemed to control Valcor. Valhi is also the direct holder of
approximately 7.0% of the 5,360,380 Class A Shares outstanding as of December
31, 2000 according to information the Company provided (the "Outstanding Class A
Shares"). As a result of Valcor's direct ownership of all of the Class B Shares
and Valhi's direct ownership of 7.0% of the Outstanding Class A Shares, Valhi,
directly and indirectly, may be deemed to hold approximately 67.5% of the
combined voting power (95.3% for the election of directors) of all classes of
voting stock of the Company.
VGI, National and Contran are the direct holders of 81.7%, 9.5% and
1.7% 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.
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.
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 Contran Deferred Compensation Trust No. 2 (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.
By virtue of holding 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 the Shares directly held by
Valhi and Valcor. 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 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.
Valmont Insurance Company ("Valmont") and a subsidiary of NL
Industries, Inc. ("NL") directly hold 1,000,000 and 1,186,200 shares of Valhi
common stock, respectively. Valhi is the holder of 100% of the outstanding
common stock of Valmont and may be deemed to control Valmont. Valhi and Tremont
Corporation ("Tremont") 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. Tremont Group, Inc. ("TGI") is the holder of approximately 80.0%
of the outstanding common stock of Tremont and may be deemed to control Tremont.
Valhi and a wholly owned subsidiary of NL are the direct holders of
approximately 80.0% and 20.0%, respectively, of the outstanding common stock of
TGI and together may be deemed to control TGI. Mr. Harold C. Simmons is chairman
of the board of NL, a director of Tremont and chairman of the board and chief
executive officer of TGI.
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.
(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 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.
Item 5. Interest in Securities of the Issuer.
Items 5(a), (b) and (d) are amended and restated as follows.
(a) Valhi is the direct beneficial owner of 374,000 Class A Shares.
By virtue of the relationships described under Item 2 of this
Statement, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest, Contran,
the CMRT, the Foundation and Harold C. Simmons may each be deemed to be the
beneficial owner of the 374,000 Class A Shares (approximately 7.0% of the
Outstanding Class A Shares) that Valhi 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 beneficially the Class A Shares as indicated on
Schedule C to this Statement.
(b) By virtue of the relationships described in Item 2, Valhi, VGI,
National, NOA, Dixie Holding, Dixie Rice, Southwest, Contran, the CMRT, the
Foundation and Mr. Harold C. Simmons may each be deemed to share the power to
vote and direct the disposition of the 374,000 Class A Shares that Valhi
directly holds.
(d) Valhi has the right to receive and the power to direct the receipt
of dividends from, and proceeds from the sale of, the 374,000 Class A Shares
that Valhi holds directly.
<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 4, 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 4, 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 of THE COMBINED
MASTER RETIREMENT TRUST.
STEVEN L. WATSON, as president or vice president of each of:
CONTRAN CORPORATION
DIXIE HOLDING COMPANY
DIXIE RICE AGRICULTURAL CORPORATION, INC.
HAROLD SIMMONS FOUNDATION, INC.
NATIONAL CITY LINES, INC.
NOA, INC.
SOUTHWEST LOUISIANA LAND COMPANY, INC.
VALHI GROUP, INC.
VALHI, INC.
<PAGE>
Schedule B
The names of the directors and executive officers of the Harold Simmons
Foundation, Inc. (the "Foundation"), Contran Corporation ("Contran"), Dixie Rice
Agricultural Corporation, Inc. ("Dixie Rice"), Dixie Holding Company ("Dixie
Holding"), National City Lines, Inc. ("National"), 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>
Eugene K. Anderson Vice president of Contran, Dixie Holding,
Dixie Rice, NOA, National, Southwest,
VGI and Valhi; and treasurer of the Foundation.
Thomas E. Barry (1) Vice president for executive affairs at Southern
Methodist University and professor of marketing
in the Edwin L. Cox School of Business at
Southern Methodist University; director of
Valhi; and a director of Keystone Consolidated
Industries, Inc. ("Keystone"), a manufacturer
of steel rod, wire and wire products that is
affiliated with Contran.
Norman S. Edelcup (2) Private investor; director of Valhi; and
trustee of the Baron Funds, a mutual fund group.
Lisa Simmons Epstein Director and president of the Foundation.
Edward J. Hardin (3) Partner of the law firm of Rogers & Hardin LLP;
and a director of Valhi and CompX International Inc.,
a manufacturer of ergonomic computer support
systems, precision ball bearing slides and
security products (the "Company").
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, the Company 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 the Company, Contran, Dixie Holding,
Dixie Rice, NOA, National, Southwest, VGI, and Valhi.
Kelly D. Luttmer Tax director of the Company, Contran, Dixie Holding,
Dixie Rice, NOA, National, Southwest, VGI and Valhi.
Andrew McCollam, Jr. (4) Director of Dixie Rice; president and director of
Southwest; and a private investor.
Harold M. Mire (5) 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.
Glenn R. Simmons Vice chairman of the board of Contran, Dixie
Holding, NOA, National, VGI and Valhi; chairman of the
board the Company and Keystone; director and
executive vice president of Southwest and Dixie Rice.
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; and trustee and member of the
trust investment committee of the CMRT.
Richard A. Smith (5) Director and president of Dixie Rice.
Gregory M. Swalwell Vice president and controller of Contran, Dixie
Holding, NOA, National, VGI and Valhi; and vice
president of Dixie Rice and Southwest.
J. Walter Tucker, Jr. (6) President, treasurer and a director of Tucker &
Branham, Inc., a mortgage banking, insurance
and real estate company; vice chairman of the
board of Keystone; a director of Valhi; and a
member of the trust investment committee of the CMRT.
Steven L. Watson Director and president of Contran, Dixie Holding,
NOA, National, VGI and Valhi; director and executive
vice president of Dixie Rice and Southwest; director,
vice president and secretary of the Foundation; and
a director of the Company.
</TABLE>
----------
(1) The principal business address for Dr. Barry is Southern Methodist
University, Perkins Administration Bldg. #224, Dallas, Texas 75275.
(2) The principal business address for Mr. Edelcup is 244 Atlantic Isles,
Sunny Isles Beach, Florida 33160.
(3) The principal business address for Mr. Hardin is 229 Peachtree Street,
N.E., Suite 2700, Atlanta, Georgia 30303.
(4) The principal business address for Mr. McCollam is 402 Canal Street,
Houma, Louisiana 70360.
(5) The principal business address for Messrs. Mire and Smith is 600
Pasquiere Street, Gueydan, Louisiana 70542-0010.
(6) 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 personally beneficially own Class A Shares, as outlined below:
<TABLE>
<CAPTION>
Class A
Name Shares Held Options Held (1)
------------------------------- ---------------- ----------------
<S> <C> <C>
Eugene K. Anderson .......................... -0- 1,200
Thomas E. Barry ............................. -0- -0-
Norman S. Edelcup ........................... 2,000 -0-
Lisa Simmons Epstein ........................ -0- -0-
Edward J. Hardin ............................ 4,500 800
J. Mark Hollingsworth ....................... -0- 2,800
Keith A. Johnson ............................ 700 1,600
William J. Lindquist ........................ -0- 4,000
A. Andrew R. Louis .......................... -0- 1,600
Kelly D. Luttmer ............................ 200 1,600
Andrew McCollam, Jr ......................... -0- -0-
Harold M. Mire .............................. -0- -0-
Bobby D. O'Brien ............................ 300 4,000
Glenn R. Simmons ............................ 3,000 20,400
Harold C. Simmons (2) ....................... -0- -0-
Richard A. Smith ............................ -0- -0-
Gregory M. Swalwell ......................... -0- 2,000
J. Walter Tucker, Jr ........................ -0- -0-
Steven L. Watson ............................ 1,500 4,000
</TABLE>
----------
(1) Represents Class A Shares issuable pursuant to the exercise within 60
days of the date of this Statement of stock options.
(2) Mr. Simmons may be deemed to possess indirect beneficial ownership of
the Shares as described in Items 2 and 5(a) of this Statement. Mr.
Simmons disclaims beneficial ownership of all Shares.
