SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
(Amendment No. 25)*
Under the Securities Exchange Act of 1934
TITANIUM METALS CORPORATION
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
888339 10 8
(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)
March 24, 2006
(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. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Tremont LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC and AF
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 25,237,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
25,237,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,237,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.5%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Valhi, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
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 28,095,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
28,095,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,095,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Valhi Holding Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
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 28,095,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
28,095,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,095,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Valhi Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
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 28,095,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
28,095,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,095,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
National City Lines, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
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 28,095,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
28,095,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,095,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
NOA, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
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 28,095,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
28,095,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,095,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Dixie Holding Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
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 28,095,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
28,095,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,095,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Dixie Rice Agricultural Corporation, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
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 28,095,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
28,095,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,095,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Southwest Louisiana Land Company, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
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 28,095,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
28,095,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,095,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Contran Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
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 28,095,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
28,095,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,095,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Harold Simmons Foundation, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
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 28,095,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
28,095,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,095,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
The Combined Master Retirement Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
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
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 35,784,840
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
35,784,840
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,784,840
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
EP
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Annette C. Simmons
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
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 10,894,666
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0-
10 SHARED DISPOSITIVE POWER
10,894,666
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,894,666
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)
12.7%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Harold C. Simmons
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF and OO
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
1,933,700
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 46,679,506
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,933,700
10 SHARED DISPOSITIVE POWER
46,679,506
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,933,700
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)
2.6%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
AMENDMENT NO. 25 TO SCHEDULE 13D
This amended statement on Schedule 13D (collectively, this "Statement")
relates to the common stock, $0.01 par value per share (the "Shares"), of
Titanium Metals Corporation, a Delaware corporation (the "Company"). This
amendment is filed as result of an increase in the outstanding Shares, as
reported by the Company on its Annual Report on Form 10-K for the year ended
December 31, 2005 and filed with the U.S. Securities and Exchange Commission on
March 24, 2006 (the "2005 Form 10-K"). The outstanding Shares as reported in the
2005 Form 10-K indicated a decrease in the aggregate holdings of the Shares held
by the persons filing this Statement by more than one percent of the outstanding
Shares. Items 2, 4, 5 and 6 of this Statement are hereby amended as set forth
below.
All Share amounts in this amendment no. 25 to this Statement reflect the
two-for-one split of the Shares that the Company paid in the form of a stock
dividend on the close of business on February 16, 2006 to holders of record as
of the close of business on February 6, 2006 (the "Stock Split").
Item 2. Identity and Background.
Item 2(a) is amended and restated as follows:
(a) The following entities or person are filing this Statement
(collectively, the "Reporting Persons"):
(i) Tremont LLC and The Combined Master Retirement Trust (the
"CMRT") as direct holders of Shares;
(ii) Valhi, Inc. ("Valhi") as the direct holder of Shares and
shares of the Company's 6 3/4% Series A Convertible Preferred Stock,
par value $0.01 per share (the "Series A Preferred Stock"), that are
convertible into Shares and by virtue of Valhi's direct holding of
100% of the outstanding membership interests of Tremont LLC;
(iii) Valhi Holding Company ("VHC"), 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") and the Harold
Simmons Foundation, Inc. (the "Foundation") by virtue of their direct
or indirect ownership of membership interests of Tremont LLC and
shares of Valhi common stock (as described below in this Statement);
(iv) Harold C. Simmons by virtue of his positions with Contran
and certain of the other entities (as described in this Statement) and
as a direct owner of Shares; and
(v) Annette C. Simmons, Harold C. Simmons' spouse, by virtue of
her direct ownership of Shares and Series A Preferred Stock.
By signing this Statement, each Reporting Person agrees that this Statement is
filed on its, his or her behalf.
Tremont LLC, the CMRT, Valhi, Harold C. Simmons and Annette C. Simmons are
the direct holders of approximately 33.5%, 10.2%, 3.7%, 2.6% and 0.3%,
respectively, of the 75,409,870 Shares outstanding as of March 28, 2006
according to information provided by the Company (the "Outstanding Shares").
Tremont LLC may be deemed to control the Company.
Valhi also directly holds 14,700 shares of Series A Preferred Stock that
are convertible into 98,000 Shares, or approximately 0.1% of the outstanding
Shares assuming the full conversion of only the shares of Series A Preferred
Stock Valhi directly holds.
Annette C. Simmons also directly holds 1,600,000 shares of Series A
Preferred Stock that are convertible into 10,666,666 Shares, or approximately
12.4% of the outstanding Shares assuming the full conversion of only the shares
of Series A Preferred Stock she directly holds.
Valhi is the direct holder of 100% of the outstanding membership interests
of Tremont LLC and may be deemed to control Tremont LLC. VHC, the Foundation,
the Contran Deferred Compensation Trust No. 2 (the "CDCT No. 2") and the CMRT
are the direct holders of 91.6%, 0.9%, 0.4% and 0.1%, respectively, of the
common stock of Valhi. VHC may be deemed to control Valhi. VGI, National and
Contran are the direct holders of 87.4%, 10.3% and 2.3%, respectively, of the
outstanding common stock of VHC. Together, VGI, National and Contran may be
deemed to control VHC. 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.
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, or held by Mr.
Simmons or persons or other entities related to Mr. Simmons. 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 CMRT directly holds approximately 10.2% of the Outstanding Shares and
0.1% of the outstanding shares of Valhi common stock. Contran sponsors the CMRT
as a trust to permit the collective investment by master trusts that maintain
assets of certain employee benefit plans Contran and related companies adopt.
Mr. Simmons is the sole trustee of the CMRT and a member of the trust investment
committee for the CMRT. He is a participant in one or more of the employee
benefit plans that invest through the CMRT.
The Foundation directly holds approximately 0.9% 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.
NL Industries, Inc. ("NL") and a subsidiary of NL directly hold 3,522,967
shares and 1,186,200 shares, respectively, of Valhi common stock. Valhi and a
subsidiary of the Company are the direct holders of approximately 83.1% and
0.5%, respectively, of the outstanding shares of NL common stock and together
may be deemed to control NL. Valhi is the sole member of Tremont LLC and may be
deemed to control Tremont LLC. Pursuant to Delaware law, Valhi treats the shares
of Valhi common stock that NL and the subsidiary of NL hold as treasury stock
for voting purposes and for the purposes of this Statement such shares are not
deemed outstanding.
Mr. Harold C. Simmons is chairman of the board and chief executive officer
of NL and chairman of the board of the Company, Tremont LLC, Valhi, VHC, VGI,
National, NOA, Dixie Holding, Dixie Rice, Southwest and Contran.
By virtue of the offices held, the stock ownership and his services 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. Mr. and Ms. Simmons each disclaims beneficial
ownership of the Shares beneficially owned, directly or indirectly, by any of
such entities.
Annette C. Simmons is the direct holder of 228,000 Shares, 1,600,000 shares
of Series A Preferred Stock and 43,400 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.
Harold C. Simmons is the direct owner of 1,933,700 Shares and 3,383 shares
of Valhi common stock. Other than the shares she directly holds, Ms. Simmons
disclaims beneficial ownership of all Shares that her husband may beneficially
own.
A trust of which Harold C. Simmons and Annette C. Simmons are co-trustees
and the beneficiaries of which are the grandchildren of Ms. Simmons is the
direct holder of 36,500 shares of Valhi common stock. Each of Mr. and Ms.
Simmons disclaims beneficial ownership of these shares.
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.
The Reporting Persons understand that the funds required by each person
named in Schedule B to this Statement to acquire Shares were from such person's
personal funds.
Item 4. Purpose of Transaction
Effective as of the close of business on January 13, 2006, Contran, Valhi
and the CMRT executed a written consent of at least a majority of the
Outstanding Shares to approve an amendment to the Company's amended and restated
certificate of incorporation to increase the number of authorized Shares from
90.0 million to 200.0 million (the "Amendment"). The written consent procedure
(including the distribution of an Information Statement to all holders of the
Outstanding Shares) allowed the Company to avoid the costs and management time
involved in holding a special meeting of its stockholders. The Company
subsequently filed the Amendment with the Secretary of State of the state of
Delaware on February 15, 2006 and paid the stock dividend effecting the Stock
Split on February 16, 2006.
In addition to the Stock Split, the increase in the number of authorized
Shares enables the Company to effect its business strategy, provide flexibility
and provide sufficient authorized Shares to be reserved for issuance upon the
exercise of outstanding stock options and the full conversion into Shares of the
Company's convertible preferred securities, as such conversion rights are
adjusted to reflect the Stock Split.
The authorized Shares in excess of outstanding Shares will be available for
issuance at such times and for such general corporate purposes as the Company's
board of directors may deem advisable. Any such issuances may occur without
further action by the Company's stockholders, except as may be required by
applicable law or by the rules of the New York Stock Exchange, Inc., on which
the Shares are listed for trading. Upon issuance, any such Shares will have the
same rights as the outstanding Shares. Holders of Shares have no preemptive
rights. The issuance of additional Shares may have a dilutive effect on earnings
per share and on a stockholder's percentage voting power for persons who do not
purchase additional Shares to maintain their pro rata interest.
None of the Reporting Persons has made any arrangements, agreements,
understandings or plans at the present time for the issuance or use of such
additional Shares proposed to be authorized, other than the Company's use of
such Shares in connection with the Stock Split and the possible exercise of
outstanding stock options and the conversion of the outstanding convertible
preferred securities of the Company. Additionally, the Reporting Persons have no
present intention to cause the issuance of such additional Shares that would
make the acquisition of control of the Company by unrelated third parties more
difficult.
Depending upon their evaluation of the Company's business and prospects,
and upon future developments (including, but not limited to, performance of the
Company's securities in the market, availability of funds, alternative uses of
funds, the Reporting Persons' tax planning objectives and cash needs, 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 Company securities, 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 Company securities held by such
entity or person, or cease buying or selling Company securities. Any such
additional purchases or sales of Company securities 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.
The information included in Item 6 of this Statement is incorporated herein
by reference.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended as follows:
No change except for the addition of the following:
(a) Tremont LLC, the CMRT, Valhi, Harold C. Simmons and Annette C. Simmons
are the direct holders of 25,237,000 Shares, 7,689,840 Shares, 2,760,000 Shares,
1,933,700 Shares and 228,000 Shares, respectively. Ms. Simmons and Valhi are the
direct holders of 1,600,000 and 14,700 shares of Series A Preferred Stock,
respectively, which are convertible into 10,666,666 Shares and 98,000 Shares,
respectively.
By virtue of the relationships described under Item 2 of this Statement:
(1) Valhi, VHC, VGI, National, NOA, Dixie Holding, Dixie Rice,
Southwest, Contran and the Foundation may each be deemed to be the
beneficial owner of the 27,997,000 Shares that Tremont LLC and Valhi hold
directly and the 98,000 Shares Valhi may acquire upon conversion of the
14,700 shares of Series A Preferred Stock that Valhi holds directly (in the
aggregate 28,095,000 Shares, or approximately 37.2% of the outstanding
Shares assuming the full conversion of only Valhi's Series A Preferred
Stock);
(2) The CMRT may be deemed to be the beneficial owner of the
35,686,840 Shares that Tremont LLC, the CMRT and Valhi hold directly and
the 98,000 Shares Valhi may acquire upon conversion of the 14,700 shares of
Series A Preferred Stock that Valhi holds directly (in the aggregate
35,784,840 Shares, or approximately 47.4% of the outstanding Shares
assuming the full conversion of only Valhi's Series A Preferred Stock);
(3) Harold C. Simmons may be deemed to be the beneficial owner of the
37,848,540 Shares that Tremont LLC, the CMRT, Valhi, he and his spouse hold
directly and the 10,764,666 Shares his spouse and Valhi may acquire upon
conversion of the 1,614,700 shares of Series A Preferred Stock that his
spouse and Valhi hold directly (in the aggregate 48,613,206 Shares, or
approximately 56.4% of the outstanding Shares assuming the full conversion
of only the shares of Series A Preferred Stock his spouse and Valhi
directly hold); and
(4) Annette C. Simmons may be deemed to be the beneficial owner of the
228,000 Shares she holds directly and the 10,666,666 Shares she may acquire
upon conversion of the 1,600,000 shares of Series A Preferred Stock that
she holds directly (in the aggregate 10,894,666 Shares, or approximately
12.7% of the outstanding Shares assuming the full conversion of only the
shares of Series A Preferred Stock she directly holds).
Mr. Simmons disclaims beneficial ownership of all Company securities that
he does not hold directly. Ms. Simmons disclaims beneficial ownership of any
Company securities that she does not hold directly.
(b) By virtue of the relationships described in Item 2:
(1) Valhi, VHC, VGI, National, NOA, Dixie Holding, Dixie Rice,
Southwest, Contran and the Foundation may each be deemed to share the power
to vote and direct the disposition of the 27,997,000 Shares that Tremont
LLC and Valhi hold directly and the 98,000 Shares Valhi may acquire upon
conversion of the 14,700 shares of Series A Preferred Stock that Valhi
holds directly (in the aggregate 28,095,000 Shares, or approximately 37.2%
of the outstanding Shares assuming the full conversion of only Valhi's
Series A Preferred Stock);
(2) The CMRT may be deemed to share the power to vote and direct the
disposition of the 35,686,840 Shares that Tremont LLC, the CMRT and Valhi
hold directly and the 98,000 Shares Valhi may acquire upon conversion of
the 14,700 shares of Series A Preferred Stock that Valhi holds directly (in
the aggregate 35,784,840 Shares, or approximately 47.4% of the outstanding
Shares assuming the full conversion of only Valhi's Series A Preferred
Stock);
(3) Harold C. Simmons may be deemed to share the power to vote and
direct the disposition of the 35,914,840 Shares that Tremont LLC, the CMRT,
Valhi and his spouse hold directly and the 10,764,666 Shares his spouse and
Valhi may acquire upon conversion of the 1,614,700 shares of Series A
Preferred Stock that his spouse and Valhi hold directly (in the aggregate
46,679,506 Shares, or approximately 54.2% of the outstanding Shares
assuming the full conversion of only the shares of Series A Preferred Stock
his spouse and Valhi directly hold);
(4) Annette C. Simmons may be deemed to share the power to vote and
direct the disposition of the 228,000 Shares she holds directly and the
10,666,666 Shares she may acquire upon conversion of the 1,600,000 shares
of Series A Preferred Stock that she holds directly (in the aggregate
10,894,666 Shares, or approximately 12.7% of the outstanding Shares
assuming the full conversion of only the shares of Series A Preferred Stock
she directly holds); and
(5) Harold C. Simmons may be deemed to have the sole power to vote and
direct the disposition of the 1,933,700 Shares (approximately 2.6% of the
outstanding Shares) he holds directly.
(c) The table below sets forth transactions in the Shares by the
Reporting Persons during the past 60 days. Harold C. Simmons was the only
Reporting Person to have transactions in the Shares during the past 60
days. He executed all of such transactions, which were all purchases of
Shares on the New York Stock Exchange.
Price Per Share ($)
Number of (exclusive of
Date Shares commissions)
---------------- --------------- -------------------
02/14/06 290,000 $34.6556
02/15/06 110,000 $34.2037
02/15/06 40,000 $34.3695
03/08/06 300 $39.0100
03/08/06 39,100 $39.0000
03/08/06 900 $38.9900
03/08/06 5,000 $38.9500
03/08/06 300 $38.9000
03/08/06 2,500 $38.8600
03/08/06 14,300 $38.8500
03/08/06 2,900 $38.7000
03/08/06 3,800 $38.6900
03/08/06 2,500 $38.6500
03/08/06 6,700 $38.8000
03/08/06 8,000 $38.7500
03/08/06 100 $38.7400
03/08/06 800 $38.7300
03/08/06 300 $38.7200
03/08/06 200 $38.8900
The trades before February 16, 2006 have been restated to give effect to the
Stock Split.
(d) Each of Tremont LLC, Annette C. Simmons, the CMRT, Valhi 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 Company securities directly
held by such entity or person.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Item 6 is amended as follows:
The information included in Items 3 and 4 of this Statement is hereby
incorporated herein by reference.
Other than as set forth above, none of the Reporting Persons or, to the
best knowledge of such persons, any person named in Schedule B to this Statement
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.
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: April 4, 2006
/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: April 4, 2006
/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, as trustee for THE COMBINED
MASTER RETIREMENT TRUST and as attorney-in-fact for ANNETTE C. SIMMONS
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 HOLDING COMPANY
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"),
Valhi Holding Company ("VHC") 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.
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
("Tremont"), Valhi, VGI and VHC; 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; mayor of Sunny Isles
Beach, Florida; 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, the Foundation, National, NOA, Southwest,
Tremont, Valhi, VGI and VHC; executive vice
president of Titanium Metals Corporation (the
"Company"); vice president, general counsel and
secretary of Kronos Worldwide, Inc. ("Kronos
Worldwide") and NL Industries, Inc. ("NL"), both
affiliates of Valhi.
J. Mark Hollingsworth Vice president and general counsel of Contran,
Dixie Holding, Dixie Rice, National, NOA,
Southwest, Tremont, Valhi, VGI and VHC; general
counsel of the Foundation and CompX International
Inc., an affiliate of Valhi ("CompX"); trust
counsel of The Combined Master Retirement Trust, a
trust Contran sponsors that permits the collective
investment by master trusts that maintain the
assets of certain employee benefit plans Contran
and related companies adopt (the "CMRT"); and
acting general counsel of Keystone Consolidated
Industries, Inc., an affiliate of Contran
("Keystone").
Keith A. Johnson Controller of the Foundation.
William J. Lindquist Director and senior vice president of Contran,
Dixie Holding, National, NOA, VGI and VHC; senior
vice president of Dixie Rice, Southwest, Tremont
and Valhi.
A. Andrew R. Louis Secretary of Contran, CompX, Dixie Holding, Dixie
Rice, National, NOA, Southwest, Tremont, Valhi,
VGI and VHC and assistant secretary of the
Company.
Kelly D. Luttmer Vice president and tax director of Contran, CompX,
Dixie Holding, Dixie Rice, Kronos Worldwide,
National, NL, NOA, Southwest, Tremont, Valhi, VGI
and VHC.
Andrew McCollam, Jr. (3) President and a director of Southwest; director of
Dixie Rice; and a private investor.
W. Hayden McIlroy (4) Private investor primarily in real estate; and a
director of Valhi and Cadco Systems, Inc., a
manufacturer of emergency alert systems.
Harold M. Mire (5) Vice president of Dixie Rice and Southwest.
Bobby D. O'Brien Vice president, chief financial officer and
director of Dixie Holding, National, NOA, VGI and
VHC; vice president and chief financial officer of
Contran, Dixie Rice, Southwest, Tremont and Valhi;
and vice president of the Company.
Glenn R. Simmons Vice chairman of the board of Contran, Dixie
Holding, Dixie Rice, National, NOA, Tremont,
Valhi, VGI and VHC; chairman of the board of CompX
and Keystone; director and executive vice
president of Southwest; and a director of Kronos
Worldwide, NL and the Company.
Harold C. Simmons Chairman of the board of the Company, Contran,
Dixie Holding, Dixie Rice, the Foundation,
National, NOA, Southwest, Tremont, Valhi, VGI and
VHC; chairman of the board and chief executive
officer of NL and Kronos Worldwide; and trustee
and member of the trust investment committee of
the CMRT.
Richard A. Smith (5) Vice president of Dixie Rice.
John A. St. Wrba Vice president and treasurer of the Company,
Contran, Dixie Holding, Dixie Rice, Kronos
Worldwide, National, NL, NOA, Southwest, Tremont,
Valhi, VGI and VHC.
Gregory M. Swalwell Vice president and controller of Contran, Dixie
Holding, National, NOA, Southwest, Tremont, Valhi,
VGI and VHC; vice president, finance and chief
financial officer of Kronos Worldwide and NL; and
vice president of Dixie Rice, Southwest and the
Company.
J. Walter Tucker, Jr. (6) President, treasurer and a director of Tucker &
Branham, Inc., a mortgage banking, insurance and
real estate company; 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, VGI and VHC; director,
president and chief executive officer of Valhi;
president of Tremont; director and executive vice
president of Southwest; director, vice president
and secretary of the Foundation; president of
Tremont; vice chairman of Kronos Worldwide; vice
chairman and chief executive officer of the
Company; and a director of CompX, Keystone and NL.
----------
(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 17395 North Bay Road,
Suite 103, Sunny Isles Beach, Florida 33160.
(3) The principal business address for Mr. McCollam is 402 Canal Street, Houma,
Louisiana 70360.
(4) The principal business address for Mr. McIlroy is 25 Highland Park Village,
Suite 100-341, Dallas, Texas 75225.
(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 1350 North Orange Avenue,
Suite 102, Winter Park, Florida 32789.
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 personally beneficially own shares ("Shares") of
the common stock, par value $0.01 per share, of Titanium Metals Corporation, a
Delaware corporation (the "Company"), 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 -0- -0- -0-
Robert D. Graham -0- -0- -0-
J. Mark Hollingsworth -0- -0- -0-
Keith A. Johnson 4,000 -0- 4,000
William J. Lindquist -0- -0- -0-
A. Andrew R. Louis -0- -0- -0-
Kelly D. Luttmer 200 -0- 200
Andrew McCollam, Jr. -0- -0- -0-
W. Hayden McIlroy (2) 2,000 -0- 2,000
Harold M. Mire -0- -0- -0-
Bobby D. O'Brien -0- -0- -0-
Glenn R. Simmons 22,000 -0- 22,000
Harold C. Simmons (3) 12,828,366 -0- 12,828,366
Richard A. Smith -0- -0- -0-
John A. St. Wrba -0- -0- -0-
Gregory M. Swalwell -0- -0- -0-
J. Walter Tucker, Jr. -0- -0- -0-
Steven L. Watson 43,000 30,000 73,000
----------
(1) Represents Shares issuable pursuant to the exercise of stock options within
60 days of the date of this Statement.
(2) Comprises 2,000 Shares Mr. McIlroy has the right to receive upon conversion
of 300 shares of the Company's 6 3/4% Series A Convertible Preferred Stock,
par value $0.01 per share (the "Series A Preferred Stock"), that he holds
directly.
(3) Comprises Shares Harold C. Simmons and his spouse own directly and
10,666,666 Shares his spouse is entitled to receive upon the conversion of
1,600,000 shares of Series A Preferred Stock that she holds directly.
Excludes other Shares of which Mr. Simmons may be deemed to possess
indirect beneficial ownership as described in Item 5(a) of this Statement.
Mr. Simmons disclaims beneficial ownership of all Shares.