SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
March 5, 1998
(Date of Report, date of earliest event reported)
TREMONT CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 1-10126 76-0262791
(State or other (Commission (IRS Employer
Jurisdiction of File Number) Identification
incorporation) Number)
1999 Broadway, Suite 4300, Denver, CO 80202
(Address of principal executive offices) (Zip Code)
(303) 296-5600
(Registrant's telephone number, including area code)
Not Applicable
(Former name or address, if changed since last report)
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Item 5. Other Events
On March 5, 1998, the Registrant and Valhi, Inc. executed and filed
with the court a proposed settlement to the previously reported stockholder
derivative action (Kahn v. Tremont Corporation, et al.) pending in the Delaware
Court of Chancery. The settlement, which is subject to court approval and
completion of court proceedings, revises certain provisions of the agreement in
principal previously announced.
The litigation arose out of the 1991 sale by Valhi of approximately 15%
of NL Industries' outstanding common stock to the Registrant. Under the
stipulation of setttlement, Valhi has agreed to transfer to the Registrant 1.2
million shares of NL common stock, subject to adjustment depending on the
average sales price of the shares during a fifteen trading day period ending
five trading days prior to the transfer, up to a maximum of 1.4 million shares
and down to a minimum of 1 million shares. Valhi has the option, in lieu of
transferring the shares, to transfer cash or cash equivalents equal to the
product of the number of shares that would otherwise have been transferred to
the Registrant times the average price. If approved by the court, the transfer
of shares or cash is expected to occur in the second or third quarter of 1998.
Pursuant to the agreement and subject to court approval, the Registrant will
reimburse plaintiffs for attorneys' fees of up to $5 million and related costs.
The foregoing summary of the stipulation of settlement is qualified in
its entirety by reference to the form of the stipulation filed as Exhibit 99.1
to this Current Report on Form 8-K.
The Registrant previously stated that Valhi and the Registrant had
settled in order to avoid the burden and expense of further litigation. The
Registrant continues to believe that neither the Registrant nor any of its
directors engaged in any wrongdoing associated with the transaction in question.
If Valhi elects to transfer shares in the settlement, the transfer will
result in the Registrant holding approximately 20% of NL's outstanding common
stock.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Item No. Exhibit List
99.1 Stipulation of Settlement, dated March 5,
1998, among the parties to Kahn
v. Tremont Corporation et al.
(No. 12339), pending in the Delaware
Chancery Court, incoporated by reference to
Exhibit 5 to Amendment 57 to the Statement on
Schedule 13D filed with the Securities and
Exchange Commission by Valhi, Inc.and
certain other persons on March 9, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TREMONT CORPORATION (Registrant) By: /s/ Robert E. Musgraves Robert E. Musgraves
Vice President, General Counsel and Secretary
Date: March 9, 1998
<PAGE>
EXHIBIT INDEX
Item No. Exhibit List
99.1 Stipulation of Settlement, dated March 5, 1998, among the parties to Kahn
v. Tremont Corporation et al. (No. 12339), pending in the Delaware Chancery
Court, incoporated by reference to Exhibit 5 to Amendment 57 to the
Statement on Schedule 13D filed with the Securities and Exchange Commission
by Valhi, Inc. and certain other persons on March 9, 1998.
