SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
MAXXAM INC.
(Name of Issuer)
Common Stock, $0.50 par value
(Title of Class of Securities)
577771108
(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 8, 1997
(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 which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), 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. 577771108
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 -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
EP
CUSIP No. 577771108
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 -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
IN
AMENDMENT NO. 5
TO SCHEDULE 13D
This amended statement on Schedule 13D (this "Statement") relates to the
common stock, $0.50 par value per share (the "Shares"), of MAXXAM Inc., a
Delaware corporation (the "Company"). Items 2, 4, 5, 6 and 7 of this Statement
are hereby amended as set forth below.
Item 2. Identity and Background
Item 2(a) is amended as follows:
(a) This Statement is filed by The Combined Master Retirement Trust
(the "CMRT") and, by virtue of his position with the CMRT and certain other
entities (as reported in Amendment No. 4 to 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.
The CMRT is the former direct holder of 1,027,250 Shares. NL
Industries, Inc. ("NL") is the former direct holder of 250,000 Shares.
Harold C. Simmons' spouse is the former direct holder of 1,000 Shares.
Item 4. Purpose of Transaction
No change except for the following:
As previously reported in Amendment No. 4 to this Statement, the CMRT
and NL entered into a Stock Purchase Agreement dated October 17, 1997 among
the CMRT, NL and the Company (the "Stock Purchase Agreement") and related
documents. On the terms and subject to the conditions of the Stock
Purchase Agreement, the CMRT and NL agreed to sell all of their Shares to
the Company for $55 per share in cash and notes. The following summary of
the Stock Purchase Agreement is qualified in its entirety by reference to
Exhibit 3 to this Statement, which is incorporated herein by this
reference.
Pursuant to the Stock Purchase Agreement and its related documents, on
October 21, 1997, the CMRT and NL deposited into escrow (the "Escrow"),
among other things, all of their Shares (the "Escrow Shares") and the
Company deposited into Escrow an aggregate of $35,124,375 in cash (the
"Escrow Cash") and two promissory notes, one payable by the Company to the
CMRT in the principal amount of $28,249,375 and the other payable by the
Company to NL in the principal amount of $6,875,000 (collectively, the
"Notes" and collectively with the Escrow Shares and the Escrow Cash, the
"Escrow Deposits").
The Escrow Deposits were to be released from the Escrow shortly after
the occurrence of (i) the conclusion of a hearing on the defendants' motion
to dismiss NL and the CMRT from Consolidated Civil Action Nos. 12111 and
12353 (the "Consolidated Action") pending in the Court of Chancery in and
for New Castle County, Delaware (the "Court") and (ii) the entry by the
Court of an order (the "Order") in response to the motion to dismiss the
CMRT and NL from the Consolidated Action determining (the "Determination")
that no part of the consideration of the sale of the Shares contemplated by
the Stock Purchase Agreement constitutes consideration for settlement of
the claims that are the subject of the Consolidated Action.
On December 8, 1997, the Court entered the Order and made the
Determination. A copy of the Order is attached hereto as Exhibit 4 to this
Statement. In a subsequent ruling, the Court approved as fair the
previously reported settlement of the Consolidated Action.
As a result of the Order and the Determination, on December 10, 1997,
the Company closed the purchase of the Escrow Shares from the CMRT and NL
and the Escrow Deposits were released as contemplated by the Stock Purchase
Agreement.
The Reporting Persons understand that Harold C. Simmons' spouse has
disposed of all of her Shares.
Except as described in this Item 4, neither of the Reporting Persons
has any plans or proposals that 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.
No change, except for the following:
(a) To the best of the Reporting Persons' knowledge, neither of the
Reporting Persons, any parent corporation of NL nor any director or
executive officer of NL or any of its parent corporations beneficially owns
any Shares.
(b) To the best of the Reporting Persons' knowledge, neither of the
Reporting Persons, any parent corporation of NL or any director or
executive officer of NL or any of its parent corporations has the direct or
shared power to vote or dispose of any Shares.
(c) The response to Item 4 is incorporated herein by reference.
(d) None.
(e) On December 10, 1997, the Reporting Persons ceased to be
beneficial owners of five percent of the 8,277,847 Shares outstanding as of
October 31, 1997 according to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1997.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
No change except for the following:
Except as described under Item 4, neither of the Reporting Persons 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 amended and restated as follows:
Exhibit 1 Complaint dated November 13, 1991 filed in the Delaware Court of
Chancery in the matter of NL Industries, Inc., et al. v. MAXXAM
INC., et al. (C.A. No. 12353) (incorporated by reference to
Exhibit 1 to Amendment No. 2 to this Statement).
Exhibit 2 Memorandum Opinion of the Court of Chancery of the State of
Delaware dated April 4, 1997 in the matters of MAXXAM
Inc./Federated Development Shareholders Litigation and NL
Industries, Inc., et al. v. MAXXAM INC., et al. (Consolidated
C.A. Nos. 12111 and 12353) (incorporated by reference to Exhibit
2 to Amendment No. 3 to this Statement).
Exhibit 3 Stock Purchase Agreement dated October 17, 1997 among MAXXAM
Inc., the Combined Master Retirement Trust and NL Industries,
Inc. (incorporated by reference to Exhibit 2 to Amendment No. 4
to this Statement).
Exhibit 4* Order of the Court of Chancery of the State of Delaware dated
December 8, 1997 in the matters of MAXXAM Inc./Federated
Development Shareholders Litigation and NL Industries, Inc., et
al. v. MAXXAM INC., et al. (Consolidated C.A. Nos. 12111 and
12353).
- ----------
* Filed herewith.
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: December 17, 1997
/s/ Harold C. Simmons
--------------------------------
Harold C. Simmons
Signing in the capacities listed on Schedule
"A" attached hereto and incorporated herein by
reference.
SCHEDULE A
Harold C. Simmons, INDIVIDUALLY and as Trustee of THE COMBINED MASTER RETIREMENT
TRUST.
EXHIBIT INDEX
Exhibit 1 Complaint dated November 13, 1991 filed in the Delaware Court of
Chancery in the matter of NL Industries, Inc., et al. v. MAXXAM
INC., et al. (C.A. No. 12353) (incorporated by reference to
Exhibit 1 to Amendment No. 2 to this Statement).
Exhibit 2 Memorandum Opinion of the Court of Chancery of the State of
Delaware dated April 4, 1997 in the matters of MAXXAM
Inc./Federated Development Shareholders Litigation and NL
Industries, Inc., et al. v. MAXXAM INC., et al. (Consolidated
C.A. Nos. 12111 and 12353) (incorporated by reference to Exhibit
2 to Amendment No. 3 to this Statement).
Exhibit 3 Stock Purchase Agreement dated October 17, 1997 among MAXXAM
Inc., the Combined Master Retirement Trust and NL Industries,
Inc. (incorporated by reference to Exhibit 2 to Amendment No. 4
to this Statement).
Exhibit 4* Order of the Court of Chancery of the State of Delaware dated
December 8, 1997 in the matters of MAXXAM Inc./Federated
Development Shareholders Litigation and NL Industries, Inc., et
al. v. MAXXAM INC., et al. (Consolidated C.A. Nos. 12111 and
12353).
- ----------
* Filed herewith.
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
IN RE MAXXAM INC./FEDERATED )
DEVELOPMENT SHAREHOLDERS ) CONSOLIDATED
LITIGATION ) Civil Action Nos. 12111 & 12353
)
NL INDUSTRIES, INC., et al., )
)
Plaintiffs, )
V. )
)
MAXXAM INC., et al., )
)
Defendants. )
ORDER
-----
AND NOW, this 8th day of December, 1997, the defendants having moved for
the dismissal of NL Industries, Inc. and Harold C. Simmons, in his capacity as
Trustee of the Combined Master Retirement Trust (the "NL Plaintiffs") as
plaintiffs in this consolidated civil action and it appearing to the Court that
the NL Plaintiffs no longer have standing to prosecute claims on behalf of the
nominal defendants MAXXAM Inc. ("MAXXAM") and MCO Properties, Inc. ("MCO") by
virtue of the NL Plaintiffs having sold to MAXXAM all shares of the common stock
(the "Stock") of MAXXAM previously owned by them; and it further appearing that
notice of the defendants' motion to dismiss has been given to the shareholders
of MAXXAM,
NOW, THEREFORE, IT IS HEREBY ORDERED THAT:
1. The NL Plaintiffs are hereby dismissed, with prejudice as to said
plaintiffs only, on the grounds that they no longer have standing to prosecute
claims on behalf of nominal defendants MAXXAM and MCO.
2. The Court finds no compensation in any form has passed directly or
indirectly from any of the defendants to the NL Plaintiffs in exchange for the
compromise or dismissal of any of the claims that are the subject of this
consolidated civil action, and the sale by the NL Plaintiffs of the Stock to
MAXXAM does not constitute receipt of any direct or indirect compensation to the
NL Plaintiffs for the compromise or dismissal of any such claims.
3. This order is without prejudice to any application by counsel for the
NL Plaintiffs for fees and expenses incurred in connection with this
consolidated civil action.
/s/ Jack B. Jacobs
--------------------------------
Vice Chancellor
