SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 52)*
NL INDUSTRIES,INC.
(Name of Issuer)
Common Stock, $0.125 par value
(Title of Class of Securities)
629156407
(CUSIP Number)
WILLIAM C. TIMM
THREE LINCOLN CENTRE
SUITE 1700
5430 LBJ FREEWAY
DALLAS, TEXAS 75240
(214) 233-1700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 26, 1995
(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 ( ).
Check the following box if a fee is being paid with the statement ( ).
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class. See Rule 13d-7.)
*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 by "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).
CUSIP No. 629156407
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*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX 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
NUMBER OF
SHARES -0-
BENEFICIALLY
8
SHARED VOTING POWER
OWNED BY
EACH
36,241,490
REPORTING
PERSON 9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
36,241,490
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,241,490
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ( )
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.0%
14
TYPE OF REPORTING PERSON*
CO
* See instructions before filling out.
CUSIP No. 629156407
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tremont Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX 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
NUMBER OF
SHARES -0-
BENEFICIALLY 8
SHARED VOTING POWER
OWNED BY
EACH 9,064,780
REPORTING
PERSON 9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
9,064,780
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,064,780
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ( )
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.8%
14
TYPE OF REPORTING PERSON*
CO
* See instructions before filling out.
CUSIP No. 629156407
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*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX 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
NUMBER OF
SHARES -0-
BENEFICIALLY
8
SHARED VOTING POWER
OWNED BY
EACH
36,241,490
REPORTING
PERSON 9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
36,241,490
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,241,490
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ( )
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.0%
14
TYPE OF REPORTING PERSON*
CO
* See instructions before filling out.
CUSIP No. 629156407
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*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX 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
NUMBER OF
SHARES -0-
BENEFICIALLY
8
SHARED VOTING POWER
OWNED BY
EACH
36,241,490
REPORTING
PERSON
9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
36,241,490
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,241,490
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ( )
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.0%
14
TYPE OF REPORTING PERSON*
CO
* See instructions before filling out.
CUSIP No. 629156407
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*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX 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
NUMBER OF
SHARES -0-
BENEFICIALLY 8
SHARED VOTING POWER
OWNED BY
EACH 36,241,490
REPORTING
PERSON 9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
36,241,490
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,241,490
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ( )
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.0%
14
TYPE OF REPORTING PERSON*
CO
* See instructions before filling out.
CUSIP No. 629156407
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*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX 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
NUMBER OF
SHARES -0-
BENEFICIALLY
8
SHARED VOTING POWER
OWNED BY
EACH
36,241,490
REPORTING
PERSON 9
SOLE DISPOSITIVE POWER
WITH
-0-
10 SHARED DISPOSITIVE POWER
36,241,490
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,241,490
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ( )
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.0%
14
TYPE OF REPORTING PERSON*
CO
* See instructions before filling out.
CUSIP No. 629156407
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*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX 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
NUMBER OF
8
SHARED VOTING POWER
SHARES -0-
BENEFICIALLY
36,241,490
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
REPORTING
PERSON
-0-
WITH
10 SHARED DISPOSITIVE POWER
36,241,490
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,241,490
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ( )
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.0%
14
TYPE OF REPORTING PERSON*
CO
* See instructions before filling out.
CUSIP No. 629156407
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*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX 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
NUMBER OF
8
SHARED VOTING POWER
SHARES -0-
BENEFICIALLY
36,241,490
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
REPORTING
PERSON
-0-
WITH
10 SHARED DISPOSITIVE POWER
36,241,490
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,241,490
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ( )
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.0%
14
TYPE OF REPORTING PERSON*
CO
* See instructions before filling out.
CUSIP No. 629156407
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*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX 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
NUMBER OF
8
SHARED VOTING POWER
SHARES -0-
BENEFICIALLY
36,241,490
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
REPORTING
PERSON
-0-
WITH
10 SHARED DISPOSITIVE POWER
36,241,490
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,241,490
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ( )
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.0%
14
TYPE OF REPORTING PERSON*
CO
* See instructions before filling out.
CUSIP No. 629156407
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*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX 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
NUMBER OF
8
SHARED VOTING POWER
SHARES -0-
BENEFICIALLY
36,241,490
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
REPORTING
PERSON
-0-
WITH
10 SHARED DISPOSITIVE POWER
36,241,490
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,241,490
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ( )
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.0%
14
TYPE OF REPORTING PERSON*
EP
* See instructions before filling out.
CUSIP No. 629156407
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*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX 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
NUMBER OF
8
SHARED VOTING POWER
SHARES -0-
BENEFICIALLY
36,264,265
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER
REPORTING
PERSON
-0-
WITH
10 SHARED DISPOSITIVE POWER
36,264,265
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ( X )
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14
TYPE OF REPORTING PERSON*
IN
* See instructions before filling out.
AMENDMENT NO. 52
TO SCHEDULE 13D
This amended statement on Schedule 13D (this "Statement") relates to
the shares of common stock, $0.125 par value per share (the "Shares") of NL
Industries, Inc., a New Jersey corporation (the "Company" or "NL"). Items 3, 4,
5, 6 and 7 of this Statement, previously filed (i) by Valhi, Inc. ("Valhi") and
Tremont Corporation ("Tremont") as the direct beneficial owners of Shares, (ii)
by virtue of their respective direct and indirect holdings of securities of
Valhi and Tremont (as described previously on this Statement), by Contran
Corporation ("Contran"); Valhi Group, Inc. ("VGI"); National City Lines, Inc.
("National"); NOA, Inc. ("NOA"); Dixie Rice Agricultural Corporation, Inc.
("Dixie Rice"); Dixie Holding Company ("Dixie Holding"); Southwest Louisiana
Land Company, Inc. ("Southwest") and The Combined Master Retirement Trust
("Master Trust") and (iii) by virtue of his positions with Contran, the Master
Trust and certain other entities, as described previously on this Statement,
Harold C. Simmons (collectively, the "Reporting Persons"), are hereby amended as
set forth below.
Item 3. Source and Amount of Funds or Other Consideration
No material change except for the addition of the following:
The total amount of funds required by Valhi to acquire the Shares
reported in Item 5(c) was $1,657,720 (including commissions). Such funds were
or will be provided by Valhi's cash on hand and no funds were borrowed for such
purpose.
Item 4. Purpose of Transaction.
No material change except for the addition of the following:
Valhi purchased the additional Shares reported in Item 5(c) of this
Statement in order to increase its equity interest 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, other than the Master
Trust, 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.
On June 26, 1995, Tremont borrowed $2.5 million from Salomon Brothers
Inc ("Salomon") pursuant to a Secured Promissory Note, dated June 26, 1995,
executed by Tremont and payable to the order of Salomon in the original
principal amount of $2.5 million (the "Note"). As collateral security for the
Note, Tremont pledged to Salomon 714,307 Shares owned by Tremont pursuant to the
Note and the Tremont Customer Margin Agreement, dated June 26, 1995, executed by
Tremont and addressed to Salomon (the "Margin Agreement"). In addition, under
the Note, the number of pledged Shares may be increased if the market value of
the pledged Shares fails to meet certain thresholds.
The foregoing summaries of the Note and the Margin Agreement are
qualified in their entirety by reference to the copies of such agreements
attached as Exhibits 6 and 7, respectively.
Item 5. Interest in Securities of the Issuer.
No change except for the addition of the following:
(a) Tremont is the direct beneficial owner of 9,064,780 Shares, or
approximately 17.8% of the 51,053,783 Shares outstanding as of May 3, 1995 (the
"Outstanding Shares"), according to information contained in the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1995 (the
"Quarterly Report"). By virtue of the relationships described under Item 2 of
this Statement, each of the other Reporting Persons may be deemed to share
indirect beneficial ownership of the Shares directly owned by Tremont. Harold
C. Simmons disclaims all such beneficial ownership.
Valhi is the direct beneficial owner of 27,176,710 Shares, or
approximately 53.2% of the Outstanding Shares according to the information
contained in the Quarterly Report. By virtue of the relationships reported
under Item 2 of this Statement, Valhi may be deemed to be the beneficial owner
of 36,241,490 Shares, or approximately 71.0% of the Outstanding Shares according
to information contained in the Quarterly Report. By virtue of the
relationships described under Item 2 of this Statement, VGI, National, NOA,
Southwest, Dixie Holding, Dixie Rice, Contran, the Master Trust and Harold C.
Simmons may be deemed to share indirect beneficial ownership of the Shares
directly owned by Valhi. Mr. Simmons disclaims all such beneficial ownership.
Harold C. Simmons' wife is the direct beneficial owner of 22,775 Shares, or
less than 0.1% of the Outstanding Shares according to information contained in
the Quarterly Report. Mr. Simmons disclaims all such beneficial ownership.
(c) The table below sets forth purchases of the Shares by the
Reporting Persons during the last 60 days. All of such purchases were effected
by Valhi on the New York Stock Exchange, Inc.
<TABLE>
Approximate Price
Per Share
(exclusive of commissions)
Date Amount of Shares -----------------
---- ----------------
<C> <C> <C>
06/27/95 10,000 13.750
06/27/95 53,700 14.000
06/29/95 12,000 13.750
06/30/95 4,200 13.375
06/30/95 30,000 13.500
06/30/95 10,000 13.625
</TABLE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
No change except for the addition of the following:
The information included under Item 4 of this amendment (except for
the first paragraph appearing in Item 4) is hereby incorporated by reference.
Item 7. Material to be filed as Exhibits.
No change except for the addition of the following:
Exhibit 6 Secured Promissory Note, dated June 26, 1995, executed
by Tremont Corporation and payable to the order of
Salomon Brothers Inc in the original principal amount
of $2.5 million.
Exhibit 7 Customer Margin Agreement, dated June 26, 1995,
executed by Tremont Corporation and addressed to
Salomon Brothers 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: July ___, 1995
By: /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: July ___, 1995
By: /s/ J. Landis Martin
J. Landis Martin,
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: July ___, 1995
By: /s/ William C. Timm
William C. Timm
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.
William C. Timm as Vice President - Finance of each of:
CONTRAN CORPORATION
DIXIE RICE AGRICULTURAL CORPORATION, INC.
DIXIE HOLDING COMPANY
NOA, INC.
NATIONAL CITY LINES, INC.
SOUTHWEST LOUISIANA LAND COMPANY, INC.
VALHI GROUP, INC.
VALHI, INC.
J. Landis Martin, as Chairman of the Board, Chief Executive Officer and
President of:
TREMONT CORPORATION
Index to Exhibits
Exhibit
No.
6* Secured Promissory Note, dated June 26, 1995, executed by Tremont
Corporation and payable to the order of Salomon Brothers Inc in the
original principal amount of $2.5 million
7* Customer Margin Agreement, dated June 26, 1995, executed by Tremont
Corporation and addressed to Salomon Brothers Inc
____________
* Filed herewith.
SECURED PROMISSORY NOTE
June 26, 1995
New York, New York
$2,500,000
For value received, TREMONT CORPORATION ("Borrower") hereby unconditionally
promises to pay on January 4, 1996, to the order of SALOMON BROTHERS INC
("Lender"), at Lender's office located at Seven World Trade Center, New York,
New York 10048 (or where otherwise directed by Lender), in lawful money of the
United States of America in immediately available funds, the principal sum of
$2,500,000, or so much thereof as shall have been advanced to Borrower and not
theretofore repaid or prepaid by Borrower.
Borrower further promises to pay interest on the principal amount of the
loan evidenced hereby (the "Loan") from time to time outstanding, from (and
including) June 26, 1995 until (but not including) the date such principal
amount is paid in full, at a rate per annum equal to the Federal Funds rate plus
425 basis points. Such interest shall be calculated daily on the basis of a
360-day year for the actual days elapsed and shall be payable in arrears on the
25th day of each month. For purposes of this Note, the Federal Funds rate shall
mean the opening Federal Funds rate as it appears each day on page 5 of the Dow
Jones Telerate Service.
Any payment required to be made hereunder on a day that is not a New York
Business Day may be made on the next succeeding New York Business Day. The term
"New York Business Day" shall mean any day, other than a Saturday or Sunday,
that is not a day on which banking institutions are authorized or required by
law or regulation to be closed in the City of New York.
The principal amount at any time outstanding under this Note may be
prepaid, in whole or in part, on at least five New York Business Days' notice to
Lender.
If the principal amount of the Loan evidenced hereby, any interest accrued
thereon or any other amount payable by Borrower hereunder is not paid in full
when due, overdue interest shall accrue on such amount, from (and including) the
due date thereof until the same has been paid in full, at a rate per annum equal
to the lesser of (i) the Federal Funds rate plus 675 basis points and (ii) the
maximum rate permitted by applicable law. Such interest shall be calculated
daily on the basis of a 360-day year for the actual days elapsed and shall be
payable from time to time on demand by Lender.
All advances made and amounts due hereunder, and payments on account of the
principal amount of the Loan evidenced hereby and interest accrued thereon,
shall be reflected by Lender in its statements sent to Borrower and such
statements shall be conclusive absent manifest error.
As provided in Borrower's Customer Margin Agreement dated June 26, 1995
(the "Margin Agreement"), in order to secure the prompt and full payment and
performance by Borrower of all its present and future obligations to Lender in
respect of this Note, Borrower hereby grants to Lender a security interest in
all securities and cash that are delivered to, held by or for the benefit of, or
in the possession of Lender, including, without limitation, the 714,300 shares
(the "Pledged Shares") of common stock of NL Industries, Inc., $0.125 par value
("NL Common Stock"), delivered to Lender on the date hereof (collectively, with
all income therefrom and all proceeds thereof, the "Collateral").
Borrower agrees that if, on any New York Business Day on which the
principal amount outstanding under this Note exceeds 40% of the market value (as
reasonably determined in good faith by Lender) of the Collateral, Lender makes
demand therefor, Borrower shall (within one New York Business Day of such
demand) deliver to Lender additional securities deemed acceptable by Lender, in
its sole discretion, or cash collateral so that such percentage is no greater
than 40%. Notwithstanding the foregoing, Lender shall be entitled to require
any additional collateral from Borrower to the extent required by law or
regulation or by Lender in respect of other loans, extensions of credit or
securities positions relating to Borrower.
Borrower hereby waives all requirements as to diligence, presentment,
demand of payment, protest and notice of any kind with respect to this Note.
Borrower hereby agrees that, during the time any principal or interest is
outstanding under this Note, (a) other than the security interest granted hereby
and pursuant to the Margin Agreement, it shall not sell, assign, transfer,
mortgage, pledge or otherwise encumber any of the Pledged Shares, (b) in the
event that it sells or contract to sells, directly or indirectly, any shares of
NL Common Stock, it shall use the proceeds of such sale to repay principal under
this Note and (c) it shall, at its own expense, execute and deliver all further
instruments and documents, and take all further action that may be necessary, or
that Lender may request, in order to perfect, protect and maintain Lender's
first priority security interest in the Collateral.
In the event that (a) any one or more of the events described in paragraph
7 of the Margin Agreement occurs; (b) Borrower fails to make any payment when
due on this Note or fails to deliver additional collateral as required by this
Note; (c) Borrower fails to comply with the covenants set forth in the preceding
paragraph; (d) any Collateral in the form of securities pledged by Borrower to
Lender in respect of this Note shall not be freely saleable (whether due to
registration and prospectus delivery requirements under the federal securities
laws, other operation of securities laws or otherwise) by Borrower or by Lender;
(e) Lender shall not have a perfected first priority security interest in any of
the Collateral (except as a result of the action or inaction of Lender) or (f)
Borrower becomes insolvent, or a debtor in any case under any bankruptcy,
reorganization or similar law (each event described in clauses (a) through (f)
of this paragraph, an "Event of Default"), all amounts then remaining unpaid on
this Note shall immediately become without further action by the Lender (in the
case of an Event of Default described in clause (f)), or may be declared to be
(in all other cases), immediately due and payable.
The terms of the Margin Agreement hereby are incorporated by reference as
if fully set forth herein. To the extent there is any conflict between the
terms of this Note and the terms of the Margin Agreement, the terms of this Note
shall govern.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
THE CHOICE OF LAW RULES THEREOF.
TREMONT CORPORATION
By: /s/ Robert E. Musgraves
Name: Robert E. Musgraves
Title: Vice President
Salomon Brothers Inc
In consideration of your accepting one or more accounts of the undersigned
(whether designated by name, number or otherwise) and your agreeing to act as
brokers for the undersigned in the purchase or sale of securities, options on
securities and futures, the undersigned agrees as follows:
1. All transactions under this agreement shall be subject to the constitution,
rules, regulations, customs and usages of the exchange or market and its
clearing house, if any, where the transactions are executed by you or your
agents, and, where applicable, to the provisions of the Securities Exchange Act
of 1934, the Commodities Exchange Act, and present and future acts amendatory
thereof and supplemental thereto, and the rules and regulations of the
Securities and Exchange Commission, the Board of Governors of the Federal
Reserve System and of the Commodity Futures Trading Commission as applicable.
2. Whenever any statue shall be enacted which shall affect in any manner or be
inconsistent with any of the provisions hereof, or whenever any rule or
regulation shall be prescribed or promulgated by securities exchanges or
commodity contract markets, the Securities and Exchange Commission, the Board of
Governors of the Federal Reserve System or the Commodity Futures Trading
Commission which shall affect in any manner or be inconsistent with any of the
provisions hereof, the provisions of this agreement so affected shall be deemed
modified or superseded, as the case may be, by such statute, rule or regulation
and all other provisions of this agreement and the provisions as so modified or
superseded shall in all respects continue to be in full force and effect.
3. Except as herein otherwise expressly provided, no provision of this
agreement shall in any respect be waived, altered, modified or amended unless
such waiver, alteration, modification or amendment is committed in writing and
signed by a member of your organization.
4. All monies, securities, commodities or other property which you may at any
time be carrying for the undersigned or which may at any time be in your
possession for any purpose, including safekeeping, shall be subject to a
security interest or a general lien for the discharge of all obligations of the
undersigned to you, irrespective of whether or not you have made advances in
connection with such securities, options, commodity futures or other property,
and irrespective of the number of accounts the undersigned may have with you.
5. All securities and commodities or any other property, now or hereafter held
by you, or carried by you for the undersigned (either individually or jointly
with others) or for any affiliate of the undersigned, or deposited to secure the
same, may from time to time without notice to the undersigned or any affiliate
of the undersigned, be carried in your general loans and may be pledged,
repledged, hypothecated or rehypothecated, separately or in common with other
securities, options, commodity futures or any other property, for the sum due to
you thereon or for a greater sum and without retaining in your possession and
control for delivery a like amount of similar securities or commodities.
6. Debit balances of the accounts of the undersigned shall be charged with
interest, in accordance with your usual custom, and with any increases in rates
caused by money market conditions, and with such other charges as you may make
to cover your facilities and extra services. Although calculated daily,
interest expenses is charges to the account(s) monthly. Unless each monthly
interest expense is paid immediately, the accounts(s) will be charged with
interest on interest (that is, compound interest) pursuant to terms of the
accompanying Truth-In-Lending Statement.
7. You are hereby authorized, in your discretion, should the undersigned die
or be adjudicated incompetent or should you for any reason whatsoever deem it
necessary for your protection, to sell any or all of the securities, options,
commodity futures or other property which may be in your possession, or which
you may be carrying for the undersigned or for any affiliate of the undersigned
(either individually or jointly with others), or to buy in any securities,
options, commodity futures or other property of which the account or accounts of
the undersigned or affiliate of the undersigned may be short, or cancel any
outstanding orders in order to close out the account or accounts of the
undersigned or any affiliate of the undersigned in whole or in part or in order
to close out any commitment made on behalf of the undersigned or any affiliate
of the undersigned. Such sale, purchase or cancellation may be made according
to your judgement and may be made, at your discretion, on the exchange or other
market where such business is then usually transacted, or at public auction or
at private sale, without advertising the same and without notice to the
undersigned or any affiliate of the undersigned or to the personal
representatives of the undersigned or any affiliate of the undersigned, and
without prior tender, demand or call of any kind upon the undersigned or any
affiliate of the undersigned or upon the personal representatives of the
undersigned or any affiliate of the undersigned, and you may purchase the whole
or any part thereof free from any right of redemption, and undersigned and any
affiliate of the undersigned shall remain liable for the deficiency; it being
understood that a prior tender demand or call of any kind from you, or prior
notice from you, of the time and place of such sale or purchase shall not be
considered a waiver of your right to sell or buy any securities and/or options
and/or options and/or commodity futures or other property held by you, or owed
you by the undersigned or any affiliate of the undersigned, at any time as
herein before provided.
8. The undersigned will at all times maintain margins for said accounts, as
required by you and will upon your demand, discharge its obligations to you, or,
in the event of a closing of any account of the undersigned or any affiliate of
the undersigned in whole or in part to pay you the deficiency, if any, and no
oral agreement or instructions to the contrary shall be recognized or
enforceable.
9. In case of the sale of any security, option, commodity futures, or other
property by you at the direction of the undersigned and your inability to
deliver the same to the purchaser by reason of failure of the undersigned to
supply you therewith, then and in such event, the undersigned authorizes you to
borrow any security, commodity, or other property necessary to make delivery
thereof, and the undersigned hereby agrees to be responsible for any loss which
you may sustain thereby and any premiums which you may be required to pay
thereon, and for any loss which you may sustain by reason of your inability to
borrow the security, commodity, or other property sold.
10. At any time and from time to time, in your discretion, you may without
notice to the undersigned apply and/or transfer any or all monies, securities,
options, commodities and/or other property of the undersigned interchangeably
between any accounts of the undersigned (other than from Regulated Commodity
Accounts).
11. The undersigned agrees to provide financial information requested by you
and the undersigned understands that an investigation may be conducted
pertaining to its credit standing and to its business.
12. It is understood and agreed that the undersigned, when placing with you any
sell order for short account, will designate it as such and hereby authorizes
you to mark such order as being "short", and when placing with you any order for
long account, will designate it as such and hereby authorizes you to mark such
order as being "long." Any sell order which the undersigned shall designate as
being for long account as above provided, is for securities then owned by the
undersigned and, if such securities are not then deliverable by you from any
account of the undersigned, the placing of such order shall constitute a
representation by the undersigned that it is impracticable for him then to
deliver such securities to you but that he will deliver them as soon as it is
possible for him to do so without undue inconvenience or expense.
13. In all transactions between you and the undersigned, the undersigned
understands that you are acting as the brokers of the undersigned, except when
you disclose to the undersigned in writing at or before the completion of a
particular transaction that you are acting, with respect to such transaction, as
dealers for your own account or as brokers for some other person.
14. Reports of the execution of orders and statements of the accounts of the
undersigned shall be conclusive if not objected to in writing, the former within
two days, and the latter within ten days, after forwarding by you to the
undersigned by mail or otherwise.
15. Communications may be sent to the undersigned at the address of the
undersigned given below, or at such other address as the undersigned may
hereafter give to you in writing, and all communications so sent, whether by
mail, telegraph, messenger or otherwise, shall be deemed given to the
undersigned personally, whether actually received or not.
16. This agreement and its enforcement shall be governed by laws of the State
of New York and its provisions shall be continuous; shall cover individually and
collectively all accounts which the undersigned may open or reopen with you, and
shall enure to the benefit of your present organization, and any successor
organization, irrespective of any change or changes at any time in the personnel
thereof, for any cause whatsoever, and of the assigns of your present
organization or any successor organization, and shall be binding upon the
undersigned, and/or the estate, executors, administrators and assigns of the
undersigned.
17. The undersigned, if an individual, represents that the undersigned is of
full age, the undersigned is not an employee of any exchange, or of any
corporation of which any exchange owns a majority of the capital stock, or of
any corporation, firm or individual engaged in the business of dealing, either
as broker or as principal, in securities, options, commodity futures, bills of
exchange, acceptances or other forms of commercial paper. The undersigned
further represents that no one except the undersigned has an interest in the
account or accounts of the undersigned with you.
18. The undersigned hereby represents and warrants to you that:
(a) it is validly existing as a corporation in good standing under
the laws of the jurisdiction in which it was chartered or organized, and
has the corporate power and authority to own its properties and conduct its
business as currently conducted;
(b) it acquired (as such term is used in Rule 144 under the
Securities Act of 1933) the Pledged Shares (as such term is defined in the
Secured Promissory Note of the undersigned of even date herewith (the
"Note")) in 1991 and has been the sole holder of record and beneficial
owner of such shares since the acquisition;
(c) it is the sole holder of record and beneficial owner of the
Pledged Shares free and clear of any pledge, hypothecation, assignment,
lien, charge, claim, security interest, option, preference, priority or
other encumbrance of any kind or nature whatsoever thereon or affecting the
title thereto:
(d) it has the right and all requisite corporate authority to pledge,
assign, grant a security interest in, transfer and deliver the Pledged
Shares as provided herein and in the Note;
(e) each of this Agreement and the Note have been duly authorized,
executed and delivered by the undersigned and constitutes the legal, valid
and binding obligation of the undersigned, enforceable in accordance with
its terms; and
(f) neither the consummation by the undersigned of any of the
transactions contemplated herein or in the Note nor the fulfillment of the
terms hereof or thereof will conflict with, result in a breach or violation
of, or constitute a default under, any law applicable to the undersigned,
or the charter or by-laws of the undersigned, or the terms of any indenture
or other material agreement or instrument to which the undersigned is a
party or bound, or any judgment, order or decree applicable to the
undersigned of any court, regulatory body, administrative agency,
governmental body or arbitrator having jurisdiction over the undersigned.
Customer Name: Tremont Corporation
6/26/95 By: /s/ Robert E. Musgraves, Vice President
(Date) (Signature)
CUSTOMER'S LOAN CONSENT
Until you receive notice of revocation from the undersigned, you are hereby
authorized to lend, to yourselves or to others, any securities held by you on
margin for the account of, or under the control of, the undersigned.
Customer Name: Tremont Corporation
6/26/95 By: /s/ Robert E. Musgraves, Vice President
(Date) (Signature)
