SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 69)*
NL INDUSTRIES, INC.
(Name of Issuer)
Common Stock, $0.125 par value
(Title of Class of Securities)
629156 40 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)
February 7, 2003
(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)
CUSIP No. 629156 40 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tremont 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 10,215,541
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
10,215,541
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,215,541
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
CUSIP No. 629156 40 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 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
84.6%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 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 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
84.6%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 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 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
84.6%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 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 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
84.6%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 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 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
84.6%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 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 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
84.6%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 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 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
84.6%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 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 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
84.6%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 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 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
84.6%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
EP
CUSIP No. 629156 40 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 40,350,931
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
40,350,931
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,350,931
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
84.6%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 629156 40 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
13,000
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 40,420,406
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 13,000
10 SHARED DISPOSITIVE POWER
40,420,406
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,000
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
AMENDMENT NO. 69
TO SCHEDULE 13D
This amended statement on Schedule 13D (this "Statement") relates to
the common stock, $0.125 par value per share (the "Shares"), of NL Industries,
Inc., a New Jersey corporation (the "Company"). Items 2, 4, 5 and 7 of this
Statement are hereby amended as set forth below.
Item 2. Identity and Background.
Item 2 is amended as follows:
(a) This Statement is filed (i) by Tremont LLC and Valhi, Inc. ("Valhi")
as the direct holders of Shares, (ii) by virtue of the direct and indirect
ownership of securities of Valhi (as described below in this Statement), by
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), by 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.
Valhi and Tremont LLC are the direct holders of approximately 63.2% and
21.4%, respectively, of the 47,682,384 Shares outstanding as of November 14,
2002 according to the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002 (the "Outstanding Shares"). Together, Valhi and Tremont
LLC may be deemed to control the Company. Valhi is the direct holder of 100% of
the membership interests of Tremont LLC and may be deemed to control Tremont
LLC. VGI, National, Contran, the Foundation, the Contran Deferred Compensation
Trust No. 2 (the "CDCT No. 2") and the CMRT are the direct holders of
approximately 77.6%, 9.1%, 2.2%, 1.3%, 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 also 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 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. 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 1.3% 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 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
owes 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"), the Company, and a subsidiary of
the Company directly own 1,000,000, 3,522,967 and 1,186,200 shares of Valhi
common stock, respectively. 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 its shares of common stock that Valmont,
the Company and the Company's subsidiary 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 of Tremont LLC, the
Company, Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest and
Contran.
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.
Harold C. Simmons' spouse is the direct owner of 69,475 Shares. 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 business addresses of Tremont LLC is 5430 LBJ Freeway, Suite
1700, Dallas, Texas 75240. 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) The present principal occupation or employment of the directors and
executive officers of the Reporting Persons are set forth on Schedule B to this
Statement 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. Tremont LLC is a Delaware limited liability company. 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, except as
otherwise indicated on such Schedule.
Item 4. Purpose of Transaction.
Item 4 is amended as follows.
On February 7, 2003, a wholly owned subsidiary of Valhi merged (the "TGI
Merger") with and into Tremont Group, Inc. ("TGI"), with TGI surviving as a
wholly owned subsidiary of Valhi. The description of the TGI Merger contained in
this Statement is qualified in its entirety by reference to the Agreement and
Plan of Merger dated as of November 4, 2002 among Valhi, Inc., Tremont Group,
Inc. and Valhi Acquisition Corp. II filed as Exhibit 10.3 to the Quarterly
Report on Form 10-Q of Valhi, Inc. for the quarter ended September 30, 2002,
which exhibit is incorporated herein by reference.
Promptly after the TGI Merger, another wholly owned subsidiary of Valhi
merged (the "Tremont Merger") with and into Tremont Corporation ("Tremont") with
Tremont surviving as a wholly owned subsidiary of Valhi. Pursuant to the Tremont
Merger, each former stockholder of Tremont, other than Valhi and TGI, received
3.4 shares of Valhi common stock for each outstanding share of Tremont common
stock held by such stockholder immediately prior to the Tremont Merger, and cash
in lieu of any fractional shares of Valhi common stock to which the former
Tremont stockholder would otherwise have been entitled. Shares of Tremont common
stock held directly by Valhi and TGI prior to the Tremont Merger were canceled
in the Tremont Merger. The description of the Tremont Merger contained in this
Statement is qualified in its entirety by reference to the Agreement and Plan of
Merger (Restated to include Amendment No. 1 thereto) by and among Valhi, Inc.,
Valhi Acquisition Corp. and Tremont Corporation set forth in Appendix A to the
Pre-Effective Amendment No. 1 to the Registration Statement on Form S-4 (Reg.
No. 333-101244) filed by Valhi on January 8, 2003 (the "Registration Statement")
with the Securities and Exchange Commission (the "Commission"), which Appendix A
is incorporated herein by reference.
Promptly after the Tremont Merger, TGI and Tremont merged (collectively
with the TGI Merger and the Tremont Merger, the "Mergers") with and into Tremont
LLC, with Tremont LLC surviving as a wholly owned limited liability company of
Valhi.
Pursuant to the TGI Merger, Valhi issued 3,495,200 shares of Valhi
common stock to the Company, which was the only stockholder of TGI other than
Valhi. The number of shares of Valhi common stock issued to the Company in the
TGI Merger was equal to the Company's 20% pro rata interest in the 5,141,421
shares of Tremont common stock owned by TGI, adjusted for the same 3.4 exchange
ratio in the Tremont Merger. Additionally, pursuant to the Tremont Merger, Valhi
issued 27,767 shares of Valhi common stock to the Company, plus cash in lieu of
a fractional share, in exchange for the 8,167 shares of Tremont common stock the
Company directly owned prior to the Tremont Merger.
Immediately after the Mergers, the Company directly and indirectly owned
4,709,167 shares of Valhi common stock as a result of the issuance to the
Company of 3,522,967 shares of Valhi common stock in the TGI and Tremont Mergers
in addition to the 1,186,200 shares of Valhi common stock owned by a subsidiary
of the Company prior to the Mergers.
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 stock market and general economic
conditions), any of the Reporting Persons or other entities or persons 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 or persons 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 entity or 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, Harold C. Simmons, through Contran, may be
deemed to control the Company.
Certain of the persons named in Schedule B to this Statement, namely
Glenn R. Simmons, Harold C. Simmons and Steven L. Watson are directors of the
Company and may acquire Shares from time to time pursuant to benefit plans that
the Company sponsors or other compensation arrangements with the Company.
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.
Item 5 is amended as follows:
(a) Valhi, Tremont LLC, Harold C. Simmons' spouse and Harold C. Simmons
are the direct beneficial owners of 30,135,390, 10,215,541, 69,475 and 5,000
Shares, respectively. In addition, Harold C. Simmons holds stock options
exercisable for 8,000 Shares.
By virtue of the relationships described under Item 2 of this Statement:
(1) Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice,
Southwest, Contran, the CMRT and the Foundation may each be deemed to be
the beneficial owner of the 40,350,931 Shares (approximately 84.6% of
the Outstanding Shares) directly held by Valhi and Tremont LLC; and
(2) Harold C. Simmons may be deemed to be the beneficial owner
of the 40,433,406 Shares (approximately 84.8% of the Outstanding Shares)
directly held by Valhi, Tremont LLC, Mr. Simmons' spouse and himself and
including the 8,000 Shares that Mr. Simmons can acquire by exercise of
stock options.
Mr. Simmons disclaims beneficial ownership of all Shares, except the
5,000 Shares that he holds directly and the 8,000 Shares that Mr. Simmons can
acquire by exercise of stock options.
The Reporting Persons understand, based on ownership filings with the
Securities and Exchange Commission or upon information provided by the persons
listed on Schedule B to this Statement, that such persons may be deemed to own
personally and beneficially the Shares as indicated on Schedule C to this
Statement.
(b) By virtue of the relationships described in Item 2:
(1) Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice,
Southwest, Contran, the CMRT and the Foundation may each be deemed to
share the power to vote and direct the disposition of the 40,350,931
Shares that Valhi and Tremont LLC directly hold;
(2) Harold C. Simmons may be deemed to share the power to vote
and direct the disposition of the 40,420,406 Shares that Valhi, Tremont
LLC and Mr. Simmons' spouse directly hold; and
(3) Harold C. Simmons may be deemed to have the sole power to
vote and direct the disposition of the 5,000 Shares that he holds
directly and the 8,000 shares that he can acquire pursuant to the
exercise of stock options.
(c) Not applicable.
(d) Each of Valhi, Tremont LLC, Harold C. Simmons' spouse and Harold C.
Simmons has the right to receive and the power to direct the receipt of
dividends from, and proceeds from the sale of, the Shares that such entity or
person directly holds.
(e) On February 7, 2003, TGI and Tremont merged with and into Tremont
LLC. See the descriptions of the Mergers in Item 4 to this Statement, which is
incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended as follows:
Exhibit 1 Press release of Valhi, Inc. dated February 7, 2003
(incorporated by referenced to Exhibit 99.1 to the Current
Report on Form 8-K dated February 11, 2003 filed by Valhi, Inc.
with the Securities and Exchange Commission on February 11,
2003).
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: February 21, 2003
/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: February 21, 2003
/s/ Steven L. Watson
--------------------------------
Steven L. Watson
Signing in the
capacities listed on
Schedule "A" attached
hereto and
incorporated herein by
reference.
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.
TREMONT LLC
VALHI GROUP, INC.
VALHI, INC.
SCHEDULE B
Schedule B is hereby amended and restated as follows:
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"), 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, the business address of each such person
is 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240.
Name Present Principal Occupation
--------------------------- --------------------------------
Eugene K. Anderson Vice president of Contran, Dixie Holding, Dixie
Rice, National, NOA, Southwest, Tremont LLC, a
wholly owned limited liability company of Valhi,
Valhi and VGI; 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; and a director of
Valhi.
Norman S. Edelcup (2) Senior vice president business development of
Florida Savings Bancorp; director of Valhi; and
trustee of the Baron Funds, a mutual fund group.
Lisa Simmons Epstein Director and president of the Foundation.
Robert D. Graham Vice president of Contran, Dixie Holding, Dixie
Rice, National, NOA, Southwest, Tremont LLC,
Valhi and VGI.
Edward J. Hardin (3) Partner of the law firm of Rogers & Hardin LLP;
and a director of Valhi.
J. Mark Hollingsworth Vice president and general counsel of Contran,
Dixie Holding, Dixie Rice, National, NOA,
Southwest, Tremont LLC, Valhi and VGI; general
counsel of the Foundation; general counsel of
CompX International Inc., an affiliate of Valhi
("CompX"); general counsel of The Combined
Master Retirement Trust, a trust Valhi formed to
permit the collective investment by trusts that
maintain the assets of certain employee benefit
plans Valhi and related companies adopt (the
"CMRT"); and acting general counsel of Keystone
Consolidated Industries, Inc. ("Keystone"), an
affiliate of Contran.
Keith A. Johnson Controller of the Foundation.
William J. Lindquist Director and senior vice president of Contran,
Dixie Holding, National, NOA, Tremont LLC and
VGI; senior vice president of Dixie Rice,
Southwest and Valhi.
A. Andrew R. Louis Secretary of Contran, CompX, Dixie Holding,
Dixie Rice, National, NOA, Southwest, Tremont
LLC, Valhi and VGI.
Kelly D. Luttmer Tax director of Contran, CompX, Dixie Holding,
Dixie Rice, National, NOA, Southwest, Tremont
LLC, VGI and Valhi.
Andrew McCollam, Jr. (4) President and director of Southwest; director of
Dixie Rice; 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
Rice, Southwest and Tremont LLC; vice president,
chief financial officer and treasurer of Valhi;
and director, vice president and treasurer of
Dixie Holding, National, NOA and VGI.
Glenn R. Simmons Vice chairman of the board of Contran, Dixie
Holding, National, NOA, Tremont LLC, Valhi and
VGI; chairman of the board of CompX and
Keystone; director and executive vice president
of Southwest and Dixie Rice; director of NL
Industries, Inc. ("the Company"); and a director
of Titanium Metals Corporation, an affiliate of
Valhi ("TIMET").
Harold C. Simmons Chairman of the board of Contran, Dixie Holding,
Dixie Rice, the Foundation, National, the
Company, NOA, Southwest, Tremont LLC, Valhi and
VGI; and trustee and member of the trust
investment committee of the CMRT.
Richard A. Smith (5) Vice president of Dixie Rice.
Gregory M. Swalwell Vice president and controller of Contran, Dixie
Holding, National, NOA, Tremont LLC, Valhi and
VGI; 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, Dixie Rice, National, NOA and VGI;
director, president and chief executive officer
of Valhi; director and executive vice president
of Southwest; director, vice president and
secretary of the Foundation; president of
Tremont LLC; and a director of CompX, the
Company, Keystone and TIMET.
----------
(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 8181 Southwest 117th
Street, Pinecrest, Florida 33156.
(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.
SCHEDULE C
Schedule C is hereby amended and restated as follows:
Based upon ownership filings with the Securities and Exchange 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:
Shares Options
Name Held Held (1) Total
-------------------------- ----------- ----------- -----------
Eugene K. Anderson -0- -0- -0-
Thomas E. Barry -0- -0- -0-
Norman S. Edelcup -0- -0- -0-
Lisa Simmons Epstein 1,000 -0- 1,000
Robert D. Graham -0- -0- -0-
Edward J. Hardin -0- -0- -0-
J. Mark Hollingsworth (2) 500 -0- 500
Keith A. Johnson -0- -0- -0-
William J. Lindquist -0- -0- -0-
A. Andrew R. Louis -0- -0- -0-
Kelly D. Luttmer -0- -0- -0-
Andrew McCollam, Jr. -0- -0- -0-
Harold M. Mire -0- -0- -0-
Bobby D. O'Brien -0- -0- -0-
Glenn R. Simmons 3,000 8,000 11,000
Harold C. Simmons (3) 5,000 8,000 13,000
Richard A. Smith -0- -0- -0-
Gregory M. Swalwell -0- -0- -0-
J. Walter Tucker, Jr. -0- -0- -0-
Steven L. Watson 6,000 4,000 10,000
----------
(1) Represents Shares issuable pursuant to the exercise within 60 days of
the date of this Statement of stock options.
(2) Comprises 500 Shares Mr. Hollingsworth holds in his individual
retirement account.
(3) Mr. Simmons may be deemed to possess indirect beneficial ownership of
the Shares as described in Item 5 of this Statement. Item 5 of this
Statement reports all Shares issuable pursuant to the exercise of Mr.
Simmons' stock options, regardless of vesting, while this Schedule C
reports only those Shares that Mr. Simmons can receive within 60 days of
the date of this Statement upon exercise of his stock options. Mr.
Simmons disclaims beneficial ownership of all Shares except for the
5,000 Shares that he holds directly and the 8,000 Shares that Mr.
Simmons can acquire by exercise of stock options.