SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 67)*
VALHI, INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
918905 10 0
(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)
January 5, 2005
(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. 918905 10 0
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)
WC
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 92,739,554
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
92,739,554
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,739,554
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
77.6%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 918905 10 0
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)
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 103,630,563
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
103,630,563
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
103,630,563
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
86.7%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 918905 10 0
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 103,630,563
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
103,630,563
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
103,630,563
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
86.7%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 918905 10 0
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 92,739,554
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
92,739,554
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,739,554
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
77.6%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 918905 10 0
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 92,739,554
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
92,739,554
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,739,554
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
77.6%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 918905 10 0
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 103,630,563
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
103,630,563
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
103,630,563
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
86.7%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 918905 10 0
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)
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 108,332,963
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
108,332,963
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
108,332,963
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
90.7%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 918905 10 0
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
3,383
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 109,575,563
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 3,383
10 SHARED DISPOSITIVE POWER
109,575,563
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,383
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. 67
TO SCHEDULE 13D
This amended statement on Schedule 13D (this "Statement") relates to the
common stock, par value $0.01 per share (the "Shares"), of Valhi, Inc., a
Delaware corporation (the "Company"). Items 2, 3, 4, 5, 6 and 7 of this
Statement are hereby amended as set forth below.
Item 2. Identity and Background
Item 2(a) is amended and restated as follows.
(a) This Statement is filed (i) by Valhi Group, Inc. ("VGI") and National
City Lines, Inc. ("National") as direct holders of Shares, (ii) by virtue of the
direct and indirect ownership of securities of VGI and National (as described
below in this Statement), by NOA, Inc. ("NOA"), Dixie Holding Company ("Dixie
Holding"), Dixie Rice Agricultural Corporation, Inc. ("Dixie Rice"), Southwest
Louisiana Land Company, Inc. ("Southwest") and Contran Corporation ("Contran")
and (iii) by virtue of positions he holds with Contran and certain of the other
entities (as reported on 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.
VGI, National, Contran, the Harold Simmons Foundation, Inc. (the
"Foundation"), the Contran Deferred Compensation Trust No. 2 (the "CDCT No. 2")
and The Combined Master Retirement Trust (the "CMRT") are the direct holders of
approximately 77.6%, 9.1%, 3.6%, 0.9%, 0.4% and 0.1%, respectively, of the
119,485,878 Shares outstanding as of January 10, 2005 according to information
furnished by the Company (the "Outstanding Shares"). Together, VGI, National and
Contran may be deemed to control the Company. 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
the Trusts, Mr. Simmons has the power to vote and direct the disposition of the
shares of Contran stock held by the Trusts. Mr. Simmons, however, disclaims
beneficial ownership of any shares of Contran stock that the Trusts hold.
The Foundation directly holds approximately 0.9% of the Outstanding Shares.
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 Shares.
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 owed 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 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 description of the CDCT No. 2 is qualified in its entirety by
reference to the copy of the Amended and Restated Contran Deferred Compensation
Trust No. 2 Agreement between Contran and U.S. Bank National Association filed
as Exhibit 1 to Amendment No. 64 to this Statement, which agreement is
incorporated herein by reference.
The CMRT directly holds approximately 0.1% of the Outstanding Shares. The
Company established the CMRT as a trust to permit the collective investment by
master trusts that maintain the assets of certain employee benefit plans the
Company 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.
Mr. Simmons is chairman of the board of the Company, 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 such entities and (b) Mr. Simmons and certain of such entities may be
deemed to possess indirect beneficial ownership of the 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, except to the extent of his interest as a beneficiary of the CDCT
No. 2 and his vested beneficial interest, if any, in the Shares held by the
CMRT.
Harold C. Simmons' spouse is the direct owner of 43,400 Shares. Mr. Simmons
may be deemed to share indirect beneficial ownership of such Shares. He
disclaims all such beneficial ownership.
A trust of which Harold C. Simmons and his spouse are co-trustees and the
beneficiaries of which are the grandchildren of his spouse is the direct holder
of 40,000 Shares (the "Grandchildren's Trust"). Mr. Simmons, as co-trustee of
the Grandchildren's Trust, has the power to vote and direct the disposition of
the Shares the Grandchildren's Trust directly holds. Mr. Simmons disclaims
beneficial ownership of any Shares that the Grandchildren's Trust holds.
Harold C. Simmons is the direct owner of 3,383 Shares.
The Company is the direct holder of approximately 83.3% of the outstanding
common stock of NL Industries, Inc. ("NL") and may be deemed to control NL. NL
and a subsidiary of NL directly own 3,522,967 Shares and 1,186,200 Shares,
respectively. Pursuant to Delaware law, the Company treats the Shares that NL
and its subsidiary own as treasury stock for voting purposes and for the
purposes of this Statement are not deemed outstanding.
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.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is amended as follows.
The total amount of funds required by Contran to acquire the Shares
reported in Item 5(c) was $3,052,072.00. Such funds were provided by Contran's
cash on hand and no funds were borrowed for such purpose.
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
Item 4 is amended as follows.
Contran purchased the Shares reported in Item 5(c) 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, 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.
The Reporting Persons understand that prior purchases of Shares by each of
the persons named in Schedule B to this Statement (other than Harold C. Simmons)
were made for the purpose of each such person's personal investment.
Certain of the persons named in Schedule B to this Statement, namely Eugene
K. Anderson, Robert D. Graham, J. Mark Hollingsworth, William J. Lindquist, A.
Andrew R. Louis, Kelly D. Luttmer, Bobby D. O'Brien, Harold C. Simmons, Glenn R.
Simmons, Gregory M. Swalwell and Steven L. Watson are directors or officers 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 the
this Statement has formulated any plans or proposals that relate to or would
result in any matter required to be disclosed in response to paragraphs (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended as follows.
(a) VGI, National, Contran, the Foundation, the CDCT No. 2, the CMRT, the
spouse of Harold C. Simmons, the Grandchildren's Trust and Harold C. Simmons are
the direct beneficial owners of 92,739,554, 10,891,009, 4,263,000, 1,044,200,
439,400, 115,000, 43,400, 40,000 and 3,383 Shares, respectively.
By virtue of the relationships described under Item 2 of this Statement:
(1) VGI, Dixie Holding and Dixie Rice may each be deemed to be the
beneficial owner of the 92,739,554 Shares (approximately 77.6% of the
Outstanding Shares) that VGI directly holds;
(2) National, NOA and Southwest each may be deemed to be the
beneficial owner of the 103,630,563 Shares (approximately 86.7% of the
Outstanding Shares) that VGI and National directly hold;
(3) Contran may be deemed to be the beneficial owner of the
108,332,963 Shares (approximately 90.7% of the Outstanding Shares) that
VGI, National, Contran and the CDCT No. 2 directly hold; and
(4) Harold C. Simmons may be deemed to be the beneficial owner of the
109,578,946 Shares (approximately 91.7% of the Outstanding Shares) that
VGI, National, Contran, the Foundation, the CDCT No. 2, the CMRT, his
spouse, the Grandchildren's Trust and he directly hold.
Except for the 3,383 Shares that he holds directly and to the extent of his
interest as a beneficiary of the CDCT No. 2 and his vested beneficial interest,
if any, in Shares directly held by the CMRT, Mr. Simmons disclaims beneficial
ownership of all Shares.
(b) By virtue of the relationships described in Item 2:
(1) VGI, Dixie Holding and Dixie Rice may each be deemed to share the
power to vote and direct the disposition of the 92,739,554 Shares
(approximately 77.6% of the Outstanding Shares) that VGI directly holds;
(2) National, NOA and Southwest may each be deemed to share the power
to vote and direct the disposition of the 103,630,563 Shares (approximately
86.7% of the Outstanding Shares) that VGI and National directly hold;
(3) Contran may be deemed to share the power to vote and direct the
disposition of the 108,332,963 Shares (approximately 90.7% of the
Outstanding Shares) that VGI, National, Contran and the CDCT No. 2 directly
hold;
(4) Harold C. Simmons may be deemed to share the power to vote and
direct the disposition of 109,575,563 Shares (approximately 91.7% of the
Outstanding Shares) that VGI, National, Contran, the Foundation, the CDCT
No. 2, the CMRT, his spouse and the Grandchildren's Trust directly hold;
and
(5) Harold C. Simmons may be deemed to have sole power to vote and
direct the disposition of 3,338 Shares that he directly holds.
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.
(c) The table below sets forth transactions in the Shares by the Reporting
Persons during the past 60 days. Contran was the only Reporting Person to have
transactions in the Shares during the past 60 days. Contran executed all of such
transactions, which were all purchases of Shares, on the New York Stock
Exchange.
Number of Approximate Price Per Share ($)
Date Shares (exclusive of commissions)
---------------- --------------- -------------------------------
11/15/04 3,700 $15.5000
11/16/04 4,100 $15.5000
11/19/04 2,100 $15.5000
12/01/04 5,000 $15.5000
12/08/04 100 $15.3400
12/08/04 1,400 $15.4000
12/08/04 2,500 $15.5000
12/09/04 100 $15.4600
12/09/04 10,800 $15.5000
12/16/04 100 $15.4300
12/16/04 400 $15.5000
12/16/04 4,900 $15.4600
12/17/04 500 $15.4400
12/17/04 5,100 $15.5000
12/20/04 1,600 $15.5000
01/05/05 150,000 $15.5000
01/07/05 3,900 $15.5000
(d) Each of VGI, National, Contran, the Foundation, the CDCT No. 2, the
CMRT, the spouse of Harold C. Simmons, the Grandchildren's Trust 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 directly held by such
entity or person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Item 6 is amended as follows.
Contran and National are parties to a $25.0 million revolving credit and
letter of credit facility dated as of September 3, 1998, as amended and
supplemented through October 29, 2004, with U.S. Bank National Association (the
"U.S. Bank Facility"). Borrowings under the U.S. Bank Facility bear interest at
the rate announced publicly from time to time by each bank as its base rate or
at a rate of 1.75% over the London interbank offered rate of interest ("LIBOR"),
are due October 28, 2005 or such extended maturity date as may be mutually
agreed to, and are collateralized by, among other things, certain Shares. On
January 10, 2005, no amounts had been borrowed, approximately $5.2 million of
letters of credit were outstanding and National had pledged 7,000,000 Shares
under the U.S. Bank Facility. The foregoing summary of the U.S. Bank Facility is
qualified in its entirety by reference to Exhibits 1 through 5 to Amendment No.
63 to this Statement, Exhibits 11 and 12 to Amendment No. 64 to this Statement,
Exhibit 16 to Amendment No. 65 to this Statement, and Exhibits 12 and 13 to this
Amendment No. 67 to this Statement, all of which are incorporated herein by this
reference.
Dixie Rice is a party to a $1.5 million credit facility dated as of August
18, 1986 with Southern Methodist University (the "SMU Facility"). Borrowings
under the SMU Facility bear interest at the greater or 7.5% per annum or 76% of
the Shearson Lehman Brothers, Inc. Bond Market Report -- Corporate Bond Index --
Long Term (Average) Yield, are due in forty equal quarterly installments
beginning September 30, 1996 and ending on June 30, 2006 and are secured by
certain Shares. As of January 10, 2005, $225,000 principal amount was
outstanding under the SMU Facility and 150,000 Shares had been pledged under the
SMU Facility. The Shares pledged under the SMU Facility are held directly by
Contran but loaned to Dixie Rice pursuant to a Collateral Agreement, dated
December 29, 1988 between Dixie Rice and Contran (the "Collateral Agreement").
The foregoing summary of the SMU Facility and the Collateral Agreement is
qualified in its entirety by reference to Exhibits 11 and 12 to Amendment No. 59
to this Statement, respectively, which are incorporated herein by this
reference.
Effective January 1, 2004 pursuant to two pledge agreements between Contran
and VGI, VGI pledged in the aggregate to two deferred compensation trusts,
including the CDCT No. 2, an aggregate of 6.8 million Shares to secure Contran's
obligations under two deferred compensation agreements between Contran and
Harold C. Simmons. Pursuant to the pledge agreements, Contran agreed:
(i) to pay VGI quarterly a fee equal to 0.125% of the value of the
Shares pledged under the respective agreement; and
(ii) indemnify VGI against any loss or incremental cost resulting from
the pledge of the Shares to the trusts under the pledge agreements or any
transfer of the Shares to the trusts resulting from an obligation of
Contran to pay Harold C. Simmons amounts under the related deferred
compensation agreements.
Prior to any transfer of any Shares to either of the trusts resulting from such
obligations, VGI retains all rights to vote and receive dividends on the pledged
Shares.
Effective July 1, 2004 pursuant to a pledge agreement between Contran and
VGI, VGI pledged to a deferred compensation trust 300,000 Shares to secure
Contran's obligations under a deferred compensation agreement between Contran
and Glenn R. Simmons. The terms of this pledge agreement are similar to those
under the pledges agreements securing Contran's obligations under its deferred
compensation agreements with Harold C. Simmons.
The foregoing summary of the pledge agreements is qualified in its entirety
by reference to Exhibits 14, 15 and 16 to this Amendment No. 67 to this
Statement, respectively, which are incorporated herein by this reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended and restated as follows.
Exhibit 1 Contran Deferred Compensation Trust No. 2 (Amended and
Restated), dated as of August 8, 2000, between Contran
Corporation and U.S. Bank National Association (incorporated
by reference to Exhibit 1 to Amendment No. 64 to this
Statement).
Exhibit 2 Loan Agreement dated as of September 3, 1998 among Contran
Corporation, National City Lines, Inc. and U.S. Bank National
Association (incorporated by reference to Exhibit 1 to
Amendment No. 63 to this Schedule 13D).
Exhibit 3 Promissory Note dated September 3, 1998 in the original
principal amount of $25 million payable to the order of U.S.
Bank National Association and executed by Contran Corporation
(incorporated by reference to Exhibit 2 to Amendment No. 63 to
this Schedule 13D).
Exhibit 4 Payment Guaranty dated September 3, 1998 executed by
National City Lines, Inc. (incorporated by reference to
Exhibit 3 to Amendment No. 63 to this Schedule 13D).
Exhibit 5 Securities Pledge Agreement dated as of September 3, 1998
among Contran Corporation, National City Lines, Inc. and U.S.
Bank National Association (incorporated by reference to
Exhibit 4 to Amendment No. 63 to this Schedule 13D).
Exhibit 6 Extension Agreement dated as of September 2, 1999 among
Contran Corporation, National City Lines, Inc. and U.S. Bank
National Association (incorporated by reference to Exhibit 5
to Amendment No. 63 to this Statement).
Exhibit 7 Extension and Amendment Agreement dated as of August
31, 2000 among Contran Corporation, National City Lines, Inc.
and U.S. Bank National Association (incorporated by reference
to Exhibit 11 to Amendment No. 64 to this Statement).
Exhibit 8 Extension and Amendment Agreement dated as of August
31, 2001 among Contran Corporation, National City Lines, Inc.
and U.S. Bank National Association (incorporated by reference
to Exhibit 12 to Amendment No. 64 to this Statement).
Exhibit 9 Extension and Amendment Agreement dated as of August
28, 2002 among Contran Corporation, National City Lines, Inc.
and U.S. Bank National Association (incorporated by reference
to Exhibit 16 to Amendment No. 65 to this Statement).
Exhibit 10 Loan and Pledge Agreement, dated as of August 18, 1986,
between Dixie Rice Agricultural Corporation, Inc. and Southern
Methodist University (incorporated by reference to Exhibit 11
to Amendment No. 59 to this Statement).
Exhibit 11 Collateral Agreement, dated as of December 29, 1988,
between Dixie Rice Agricultural Corporation, Inc. and Contran
Corporation (incorporated by reference to Exhibit 12 to
Amendment No. 59 to this Statement).
Exhibit 12* Amended and Restated Extension and Amendment Agreement
dated as of October 24, 2003 among Contran Corporation,
National City Lines, Inc. and U.S. Bank National Association.
Exhibit 13* Extension and Amendment Agreement dated as of October 29,
2004 among Contran Corporation, National City Lines, Inc. and
U.S. Bank National Association.
Exhibit 14* Pledge Agreement dated as of January 1, 2004 between
Contran Corporation and Valhi Group, Inc. for the benefit of
the Contran Deferred Compensation Trust No. 1.
Exhibit 15* Pledge Agreement dated as of January 1, 2004 between
Contran Corporation and Valhi Group, Inc. for the benefit of
the Contran Deferred Compensation Trust No. 2.
Exhibit 16* Pledge Agreement dated as of July 1, 2004 between Contran
Corporation and Valhi Group, Inc. for the benefit of the
Contran Deferred Compensation Trust No. 3.
----------
* Filed herewith.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: January 12, 2005
/s/ Harold C. Simmons
----------------------------
Harold C. Simmons
Signing in his
individual capacity only.
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: January 12, 2005
/s/ Steven L. Watson
--------------------------------
Steven L. Watson
Signing in the
capacities listed on
Schedule "A" attached
hereto and
incorporated herein by
reference.
SCHEDULE A
Steven L. Watson, as President or Executive Vice President of each of:
CONTRAN CORPORATION
DIXIE HOLDING COMPANY
DIXIE RICE AGRICULTURAL CORPORATION, INC.
NATIONAL CITY LINES, INC.
NOA, INC.
SOUTHWEST LOUISIANA LAND COMPANY, INC.
VALHI GROUP, INC.
SCHEDULE B
The names of the directors and executive officers of Contran Corporation
("Contran"), Dixie Holding Company ("Dixie Holding"), Dixie Rice Agricultural
Corporation, Inc. ("Dixie Rice"), National City Lines, Inc. ("National"), NOA,
Inc. ("NOA"), Southwest Louisiana Land Company, Inc. ("Southwest") and Valhi
Group, Inc. ("VGI") 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, Valhi,
Inc. (the "Company") and VGI.
Robert D. Graham Vice president of Contran, Dixie Holding, Dixie
Rice, National, NOA, Southwest, the Company and
VGI; and vice president, general counsel and
secretary of Kronos Worldwide, Inc. ("Kronos
Worldwide") and NL Industries, Inc. ("NL"), both
subsidiaries of the Company.
J. Mark Hollingsworth Vice president and general counsel of Contran,
Dixie Holding, Dixie Rice, National, NOA,
Southwest, the Company and VGI; general counsel
of CompX International Inc., an affiliate of the
Company ("CompX"); general counsel of The
Combined Master Retirement Trust, a trust the
Company formed to permit the collective
investment by trusts that maintain the assets of
certain employee benefit plans the Company and
related companies adopt (the "CMRT"); and acting
general counsel of Keystone Consolidated
Industries, Inc. ("Keystone"), an affiliate of
Contran.
William J. Lindquist Director and senior vice president of Contran,
Dixie Holding, National, NOA and VGI; senior
vice president of Dixie Rice, Southwest and the
Company.
A. Andrew R. Louis Secretary of Contran, CompX, Dixie Holding,
Dixie Rice, National, NOA, Southwest, the
Company and VGI.
Kelly D. Luttmer Tax director of Contran, Dixie Holding, Dixie
Rice, National, NOA, Southwest, VGI; and vice
president and tax director of CompX and the
Company.
Andrew McCollam, Jr. (1) President and director of Southwest; director
of Dixie Rice; and a private investor.
Harold M. Mire (2) Vice president of Dixie Rice and Southwest.
Bobby D. O'Brien Vice president, treasurer and director of Dixie
Holding, National, NOA, and VGI; vice president
and treasurer of Contran, Dixie Rice and
Southwest; and vice president, chief financial
officer and treasurer of the Company.
Glenn R. Simmons Vice chairman of the board of Contran, Dixie
Holding, Dixie Rice, National, NOA, the Company
and VGI; chairman of the board of CompX and
Keystone; director and executive vice president
of Southwest; director of Kronos Worldwide, NL
and Titanium Metals Corporation, an affiliate of
the Company ("TIMET").
Harold C. Simmons Chairman of the board of Contran, Dixie Holding,
Dixie Rice, National, NOA, Southwest, the
Company and VGI; chairman of the board and chief
executive officer of Kronos Worldwide and NL;
vice chairman of TIMET; and trustee and member
of the trust investment committee of the CMRT.
Richard A. Smith Vice president of Dixie Rice.
Gregory M. Swalwell Vice president and controller of Contran, Dixie
Holding, National, NOA, Southwest, the Company
and VGI; vice president of Dixie Rice; vice
president, finance and chief financial officer
of Kronos Worldwide and NL.
Steven L. Watson Director and president of Contran, Dixie
Holding, Dixie Rice, National, NOA and VGI;
director, president and chief executive officer
of the Company; director and executive vice
president of Southwest; vice chairman of Kronos
Worldwide; and a director of CompX, NL, Keystone
and TIMET.
----------
(1) The principal business address for Mr. McCollam is 402 Canal Street, Houma,
Louisiana 70360.
(2) The principal business address for Messrs. Mire and Smith is 600 Pasquiere
Street, Gueydan, Louisiana 70542-0010.
SCHEDULE C
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 1,446 48,400 49,846
Robert D. Graham -0- -0- -0-
J. Mark Hollingsworth -0- 95,000 95,000
William J. Lindquist -0- 130,000 130,000
A. Andrew R. Louis -0- 65,600 65,600
Kelly D. Luttmer -0- 62,600 62,600
Andrew McCollam, Jr. 550 -0- 550
Harold M. Mire 1,137 -0- 1,137
Bobby D. O'Brien -0- 80,000 80,000
Glenn R. Simmons(2) 9,247 -0- 9,247
Harold C. Simmons(3) 3,383 -0- 3,383
Richard A. Smith 333 -0- 333
Gregory M. Swalwell 1,166 95,000 95,000
Steven L. Watson 17,246 100,000 117,246
----------
(1) Represents Shares issuable pursuant to the exercise within 60 days of the
date of this Statement of stock options.
(2) The Reporting Persons understand that the Shares indicated as held by Mr.
Simmons also include 800 Shares held in his wife's retirement account, with
respect to which Mr. Simmons disclaims beneficial ownership.
(3) Mr. Harold C. Simmons may be deemed to possess indirect beneficial
ownership of the Shares set forth in Item 5(a) of this Statement, held by
other Reporting Persons. Mr. Simmons disclaims beneficial ownership of all
Shares except for the 3,383 Shares that he holds directly and to the extent
of his interest as a beneficiary of the CDCT No. 2 and his vested
beneficial interest, if any, in Shares directly held by the CMRT.
EXHIBIT INDEX
Exhibit 1 Contran Deferred Compensation Trust No. 2 (Amended and
Restated), dated as of August 8, 2000, between Contran
Corporation and U.S. Bank National Association (incorporated
by reference to Exhibit 1 to Amendment No. 64 to this
Statement).
Exhibit 2 Loan Agreement dated as of September 3, 1998 among Contran
Corporation, National City Lines, Inc. and U.S. Bank National
Association (incorporated by reference to Exhibit 1 to
Amendment No. 63 to this Schedule 13D).
Exhibit 3 Promissory Note dated September 3, 1998 in the original
principal amount of $25 million payable to the order of U.S.
Bank National Association and executed by Contran Corporation
(incorporated by reference to Exhibit 2 to Amendment No. 63 to
this Schedule 13D).
Exhibit 4 Payment Guaranty dated September 3, 1998 executed by
National City Lines, Inc. (incorporated by reference to
Exhibit 3 to Amendment No. 63 to this Schedule 13D).
Exhibit 5 Securities Pledge Agreement dated as of September 3, 1998
among Contran Corporation, National City Lines, Inc. and U.S.
Bank National Association (incorporated by reference to
Exhibit 4 to Amendment No. 63 to this Schedule 13D).
Exhibit 6 Extension Agreement dated as of September 2, 1999 among
Contran Corporation, National City Lines, Inc. and U.S. Bank
National Association (incorporated by reference to Exhibit 5
to Amendment No. 63 to this Statement).
Exhibit 7 Extension and Amendment Agreement dated as of August
31, 2000 among Contran Corporation, National City Lines, Inc.
and U.S. Bank National Association (incorporated by reference
to Exhibit 11 to Amendment No. 64 to this Statement).
Exhibit 8 Extension and Amendment Agreement dated as of August
31, 2001 among Contran Corporation, National City Lines, Inc.
and U.S. Bank National Association (incorporated by reference
to Exhibit 12 to Amendment No. 64 to this Statement).
Exhibit 9 Extension and Amendment Agreement dated as of August
28, 2002 among Contran Corporation, National City Lines, Inc.
and U.S. Bank National Association (incorporated by reference
to Exhibit 16 to Amendment No. 65 to this Statement).
Exhibit 10 Loan and Pledge Agreement, dated as of August 18, 1986,
between Dixie Rice Agricultural Corporation, Inc. and Southern
Methodist University (incorporated by reference to Exhibit 11
to Amendment No. 59 to this Statement).
Exhibit 11 Collateral Agreement, dated as of December 29, 1988,
between Dixie Rice Agricultural Corporation, Inc. and Contran
Corporation (incorporated by reference to Exhibit 12 to
Amendment No. 59 to this Statement).
Exhibit 12* Amended and Restated Extension and Amendment Agreement
dated as of October 24, 2003 among Contran Corporation,
National City Lines, Inc. and U.S. Bank National Association.
Exhibit 13* Extension and Amendment Agreement dated as of October 29,
2004 among Contran Corporation, National City Lines, Inc. and
U.S. Bank National Association.
Exhibit 14* Pledge Agreement dated as of January 1, 2004 between Contran
Corporation and Valhi Group, Inc. for the benefit of the
Contran Deferred Compensation Trust No. 1.
Exhibit 15* Pledge Agreement dated as of January 1, 2004 between Contran
Corporation and Valhi Group, Inc. for the benefit of the
Contran Deferred Compensation Trust No. 2.
Exhibit 16* Pledge Agreement dated as of July 1, 2004 between Contran
Corporation and Valhi Group, Inc. for the benefit of the
Contran Deferred Compensation Trust No. 3.
----------
* Filed herewith.
AMENDED AND RESTATED EXTENSION AND
AMENDMENT AGREEMENT (2003)
This Amended and Restated Extension and Amendment Agreement (2003) (the
"Agreement") is entered into as of October 24, 2003, among CONTRAN CORPORATION
("Contran"), NATIONAL CITY LINES, INC. ("NCL"), and U.S. BANK NATIONAL
ASSOCIATION ("U.S. Bank").
RECITALS
A. Contran, NCL (collectively, the "Contran Companies"), and U.S. Bank are
parties to a loan agreement dated as of September 3, 1998. That agreement (as it
has been modified and amended (the "1998 Loan Agreement"), and certain related
note, guaranty, and pledge agreements, are referred to herein collectively as
the "1998 Loan Documents."
B. Capitalized terms used in this Agreement that are not defined herein
have the meanings assigned to those terms in the 1998 Loan Agreement.
C. The parties have agreed to extend the Expiry Date of the revolving
credit facility extended by U.S. Bank pursuant to the 1998 Loan Documents to
October 29, 2004.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Contran Companies and U.S. Bank agree as
follows:
AGREEMENT
1. Representations and Warranties of the Contran Companies. Each Contran
Company represents and warrants to U.S. Bank that (a) it is in good standing
under the laws of the state of its formation, (b) it has been authorized to
execute and perform its obligations under this Agreement and the 1998 Loan
Documents (as modified by this Agreement), (c) the individual executing this
Agreement on its behalf has been duly authorized to take such action, (d) the
1998 Loan Documents (as amended by this Agreement) are enforceable against it in
accordance with their respective terms, subject only to the effect of insolvency
and other similar laws affecting the rights and remedies of creditors generally,
general principles of equity whether applied by a court of law or equity, and
generally applicable rules of law, (e) all financial information previously
provided to U.S. Bank presents fairly its financial position as of the date of
such financial information and the results of its operations and changes in
financial position for the period in question, (f) the representations and
warranties made to U.S. Bank in the 1998 Loan Documents continue to be true and
correct in all material respects, and (g) the Contran Companies are not in
default in any material respect under the 1998 Loan Documents as of the date of
this Agreement.
2. Extension of Expiry Date. U.S. Bank hereby extends the Expiry date and
therefore its commitment to make Advances to the Contran Companies on the terms
and conditions of the 1998 Loan Documents, to October 29, 2004.
3. Reaffirmation of Obligations. Contran and NCL hereby acknowledge and
reaffirm their agreements to pay the Obligations in accordance with the terms of
the Note and the Guaranty, respectively.
4. Cash Collateralization of Certain Letters of Credit. If U.S. Bank
discontinues its commitment to extend the revolving credit facility to the
Contran Companies, and at that time any letter of credit or letters of credit
are outstanding under the 1998 Loan Documents, the Contran Companies within
three Business Days of U.S. Bank's termination of that credit commitment shall
deposit with U.S. Bank cash in an amount specified by U.S. Bank in its
reasonable discretion sufficient to fully collateralize the Contran Companies'
obligations in respect of such letters of credit.
5. Effectiveness of this Agreement. This Agreement shall become effective
only when each of the Contran Companies and U.S. Bank has signed it and has sent
a copy of the signed document to the other parties to this Agreement (which may
be accomplished by facsimile transmission). Each party to this Agreement shall
deliver manually signed counterparts of this Agreement to the other.
6. Other Terms Unchanged. All of the terms and conditions of the 1998 Loan
Agreement and the 1998 Loan Documents remain in full force and effect, as
expressly modified by the terms and conditions of this Agreement.
7. Statutory Notice. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES, AND
COMMITMENTS MADE BY LENDER AFTER OCTOBER 3, 1989, CONCERNING LOANS AND OTHER
CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES OR
SECURED SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS
CONSIDERATION, AND BE SIGNED BY LENDER TO BE ENFORCEABLE.
U.S. BANK NATIONAL ASSOCIATION CONTRAN CORPORATION
By: /s/ Janice T. Thede By: /s/ Bobby D. O'Brien
----------------------- ------------------------
Janice T. Thede Bobby D. O'Brien
Vice President Vice President and Treasurer
NATIONAL CITY LINES, INC.
By: /s/ Bobby D. O'Brien
------------------------
Bobby D. O'Brien
Vice President and Treasurer
EXTENSION AND AMENDMENT AGREEMENT (2004)
This Extension and Amendment Agreement (2004) (the "Agreement") is entered
into as of October 29, 2004, among CONTRAN CORPORATION ("Contran"), NATIONAL
CITY LINES, INC. ("NCL"), and U.S. BANK NATIONAL ASSOCIATION ("U.S. Bank").
RECITALS
A. Contran, NCL (collectively, the "Contran Companies"), and U.S. Bank are
parties to a loan agreement dated as of September 3, 1998. That agreement (as it
has been modified and amended (the "1998 Loan Agreement")), and the related
promissory note, guaranty, and pledge agreements, are referred to herein
collectively as the "1998 Loan Documents."
B. Capitalized terms used in this Agreement that are not defined herein
have the meanings assigned to those terms in the 1998 Loan Agreement.
C. The parties have agreed to extend the Expiry Date of the revolving
credit facility provided by U.S. Bank pursuant to the 1998 Loan Documents to
October 28, 2005.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Contran Companies and U.S. Bank agree as
follows:
AGREEMENT
1. Representations and Warranties of the Contran Companies. Each Contran
Company represents and warrants to U.S. Bank that (a) it is in good standing
under the laws of the state of its formation, (b) it has been authorized to
execute and perform its obligations under this Agreement and the 1998 Loan
Documents (as modified by this Agreement), (c) the individual executing this
Agreement on its behalf has been duly authorized to take such action, (d) the
1998 Loan Documents (as amended by this Agreement) are enforceable against it in
accordance with their respective terms, subject only to the effect of insolvency
and other similar laws affecting the rights and remedies of creditors generally,
general principles of equity whether applied by a court of law or equity, and
generally applicable rules of law, (e) all financial information previously
provided to U.S. Bank presents fairly its financial position as of the date of
such financial information and the results of its operations and changes in
financial position for the period in question, (f) the representations and
warranties made to U.S. Bank in the 1998 Loan Documents continue to be true and
correct in all material respects, and (g) the Contran Companies are not in
default in any material respect under the 1998 Loan Documents as of the date of
this Agreement.
2. Extension of Expiry Date. U.S. Bank hereby extends the Expiry Date, and
U.S. Bank's commitment to make Advances to the Contran Companies on the terms
and conditions of the 1998 Loan Documents, to October 28, 2005.
3. Reaffirmation of Obligations. Contran and NCL hereby acknowledge and
reaffirm their agreements to pay the Obligations in accordance with the terms of
the Note and the Guaranty, respectively.
4. Cash Collateralization of Certain Letters of Credit. If U.S. Bank
discontinues its commitment to extend the revolving credit facility to the
Contran Companies, and at that time any letter of credit or letters of credit
are outstanding under the 1998 Loan Documents, the Contran Companies within
three Business Days of U.S. Bank's termination of that credit commitment shall
deposit with U.S. Bank cash in an amount specified by U.S. Bank in its
reasonable discretion sufficient to fully collateralize the Contran Companies'
obligations in respect of such letters of credit.
5. Effectiveness of this Agreement. This Agreement shall become effective
only when each of the Contran Companies and U.S. Bank has signed it and has sent
a copy of the signed document to the other parties to this Agreement (which may
be accomplished by facsimile transmission). Each party to this Agreement shall
deliver manually signed counterparts of this Agreement to the other.
6. Other Terms Unchanged. All of the terms and conditions of the 1998 Loan
Agreement and the 1998 Loan Documents remain in full force and effect, as
expressly modified by the terms and conditions of this Agreement.
7. Statutory Notice. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES, AND
COMMITMENTS MADE BY U.S. BANK CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH
ARE NOT FOR PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE
BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION, AND BE SIGNED BY
U.S. BANK TO BE ENFORCEABLE.
U.S. BANK NATIONAL ASSOCIATION CONTRAN CORPORATION
By: /s/ Janice T. Thede By: /s/ Bobby D. O'Brien
----------------------- ------------------------
Janice T. Thede Bobby D. O'Brien
Vice President Vice President and Treasurer
NATIONAL CITY LINES, INC.
By: /s/ Bobby D. O'Brien
------------------------
Bobby D. O'Brien
Vice President and Treasurer
PLEDGE AGREEMENT
For the Benefit of the Contran Deferred Compensation Trust No. 1
This Pledge Agreement (this "Agreement") is made as of January 1, 2004
between Contran Corporation, a Delaware corporation ("Contran"), and Valhi
Group, Inc., a Nevada corporation and a subsidiary of Contran ("VGI").
Recitals
A. Contran and Harold C. Simmons, the chairman of the board of Contran and
a resident of Dallas, Texas ("Simmons"), have entered into that certain Amended
and Restated 1993 Deferred Compensation Agreement as of January 1, 2004
(Originally Established December 29, 1993) (collectively with any further
amendments, the "Deferred Compensation Agreement"). Pursuant to the Deferred
Compensation Agreement, Contran has an obligation to pay Simmons upon the
occurrence of certain events (a "Payout Event") the value of Simmons's deferred
compensation account established by the Deferred Compensation Agreement, less
the value of assets concurrently distributed to him at the time by the trustee
of the Amended and Restated Contran Deferred Compensation Trust No. 1 as of
January 1, 2004 (the "CDCT").
B. Contran desires to fund further its obligations to Simmons under the
Deferred Compensation Agreement by contributing to the CDCT 3.5 million shares
(the "Shares") of the common stock, par value $0.01 per share, of Valhi, Inc., a
Delaware corporation ("Valhi"), that VGI holds.
C. To permit Contran to fund its obligations to Simmons under the Deferred
Compensation Agreement, VGI has agreed to pledge the Shares to the CDCT in
consideration of a collateral fee and an indemnity from Contran.
Agreement
In consideration of the mutual premises, representations and covenants
herein contained, the parties hereto mutually agree as follows.
Section 1. The Pledge. VGI agrees to secure Contran's obligations under the
Deferred Compensation Agreement by granting to the CDCT a security interest in
the Shares and delivering to the CDCT stock certificates for the Shares with
applicable stock powers duly executed in blank by VGI, all in a form reasonably
satisfactory to the CDCT. VGI warrants that the Shares, when delivered to the
CDCT will be free and clear of all liens, claims and encumbrances whatsoever,
except for such liens, claims and encumbrances on the Shares created by this
Agreement. The CDCT may at any time following the occurrence and during the
continuation of a Payout Event cause any or all of the Shares to be transferred
of record into the name of the CDCT or its nominee and exercise any and all
rights of a secured party holding a security interest in the Shares under the
uniform commercial code. Prior to the transfer of record of a Share to the CDCT
upon a Payout Event, VGI shall retain all rights to vote the Share and receive
dividends on the Share.
Section 2. The Pledge Fee. As consideration for pledging the Shares,
Contran shall pay to VGI on March 31, June 30, September 30 and December 31 of
each year (if a business day, and if not, on the next successive business day as
if made as of the end of such calendar quarter) a fee equal to 0.125% of the
value of the Shares based on the closing sales price per share for shares of
Valhi common stock on the second to last day of such calendar quarter on which
such shares traded as reported by the New York Stock Exchange or such other
principal exchange or other market quotation system on which such shares may
then trade. Upon the termination of this Agreement, if the termination date is
not as of the end of a calendar quarter, Contran shall pay on the termination
date to VGI a pro rated fee based on the portion of the calendar quarter that
the Shares were pledged and the closing sales price of Valhi common stock on the
second to last day on which such shares traded prior to the termination date as
reported by the New York Stock Exchange or such other principal exchange or
other market quotation system on which such shares may then trade.
Section 3. Indemnity. Contran agrees to indemnify VGI against any loss or
incremental cost resulting from the pledge of the Shares to the CDCT under this
Agreement or the transfer of the Shares to the CDCT upon a Payout Event.
Section 4. Termination. Either party hereto may terminate this Agreement by
giving the other party thirty days advance written notice of such termination.
On the termination date of this Agreement, Contran shall return the stock
certificates representing the Shares to VGI and the related stock powers that
VGI originally tendered to Contran under this Agreement.
Section 5. Applicable Law. This Agreement shall be governed by and
construed in accordance with the domestic laws of the state of Texas, without
giving effect to any choice of law or conflict of law provision or rule (whether
of the state of Texas or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the state of Texas.
Executed as of the date first above written.
CONTRAN CORPORATION
By: /s/Steven L. Watson
-----------------------
Steven L. Watson, President
VALHI GROUP, INC.
By: /s/Bobby D. O'Brien
-----------------------
Bobby D. O'Brien, Vice President
PLEDGE AGREEMENT
For the Benefit of the Contran Deferred Compensation Trust No. 2
This Pledge Agreement (this "Agreement") is made as of January 1, 2004
between Contran Corporation, a Delaware corporation ("Contran"), and Valhi
Group, Inc., a Nevada corporation and a subsidiary of Contran ("VGI").
Recitals
A. Contran and Harold C. Simmons, the chairman of the board of Contran and
a resident of Dallas, Texas ("Simmons"), have entered into that certain Amended
and Restated 1984 Deferred Compensation Agreement as of January 1, 2004
(Originally Established October 31, 1984) (along with any further amendments,
the "Deferred Compensation Agreement"). Pursuant to the Deferred Compensation
Agreement, Contran has an obligation to pay Simmons upon the occurrence of
certain events (a "Payout Event") the value of Simmons's deferred compensation
account established by the Deferred Compensation Agreement, less the value of
assets concurrently distributed to him at the time by the trustee of the Amended
and Restated Contran Deferred Compensation Trust No. 2 as of January 1, 2004
(the "CDCT No. 2").
B. Contran desires to fund further its obligations to Simmons under the
Deferred Compensation Agreement by contributing to the CDCT No. 2 3.3 million
shares (the "Shares") of the common stock, par value $0.01 per share, of Valhi,
Inc., a Delaware corporation ("Valhi"), that VGI holds.
C. To permit Contran to fund its obligations to Simmons under the Deferred
Compensation Agreement, VGI has agreed to pledge the Shares to the CDCT No. 2 in
consideration of a collateral fee and an indemnity from Contran.
Agreement
In consideration of the mutual premises, representations and covenants
herein contained, the parties hereto mutually agree as follows.
Section 1. The Pledge. VGI agrees to secure Contran's obligations under the
Deferred Compensation Agreement by granting to the CDCT No. 2 a security
interest in the Shares and delivering to the CDCT No. 2 stock certificates for
the Shares with applicable stock powers duly executed in blank by VGI, all in a
form reasonably satisfactory to the CDCT No. 2. VGI warrants that the Shares,
when delivered to the CDCT No. 2 will be free and clear of all liens, claims and
encumbrances whatsoever, except for such liens, claims and encumbrances on the
Shares created by this Agreement. The CDCT No. 2 may at any time following the
occurrence and during the continuation of a Payout Event cause any or all of the
Shares to be transferred of record into the name of the CDCT No. 2 or its
nominee and exercise any and all rights of a secured party holding a security
interest in the Shares under the uniform commercial code. Prior to the transfer
of record of a Share to the CDCT No. 2 upon a Payout Event, VGI shall retain all
rights to vote the Share and receive dividends on the Share.
Section 2. The Pledge Fee. As consideration for pledging the Shares,
Contran shall pay to VGI on March 31, June 30, September 30 and December 31 of
each year (if a business day, and if not, on the next successive business day as
if made as of the end of such calendar quarter) a fee equal to 0.125% of the
value of the Shares based on the closing sales price per share for shares of
Valhi common stock on the second to last day of such calendar quarter on which
such shares traded as reported by the New York Stock Exchange or such other
principal exchange or other market quotation system on which such shares may
then trade. Upon the termination of this Agreement, if the termination date is
not as of the end of a calendar quarter, Contran shall pay on the termination
date to VGI a pro rated fee based on the portion of the calendar quarter that
the Shares were pledged and the closing sales price of Valhi common stock on the
second to last day on which such shares traded prior to the termination date as
reported by the New York Stock Exchange or such other principal exchange or
other market quotation system on which such shares may then trade.
Section 3. Indemnity. Contran agrees to indemnify VGI against any loss or
incremental cost resulting from the pledge of the Shares to the CDCT No. 2 under
this Agreement or the transfer of the Shares to the CDCT No. 2 upon a Payout
Event.
Section 4. Termination. Either party hereto may terminate this Agreement by
giving the other party thirty days advance written notice of such termination.
On the termination date of this Agreement, Contran shall return the stock
certificates representing the Shares to VGI and the related stock powers that
VGI originally tendered to Contran under this Agreement.
Section 5. Applicable Law. This Agreement shall be governed by and
construed in accordance with the domestic laws of the state of Texas, without
giving effect to any choice of law or conflict of law provision or rule (whether
of the state of Texas or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the state of Texas.
Executed as of the date first above written.
CONTRAN CORPORATION
By: /s/Steven L. Watson
-----------------------
Steven L. Watson, President
VALHI GROUP, INC.
By: /s/Bobby D. O'Brien
-----------------------
Bobby D. O'Brien, Vice President
PLEDGE AGREEMENT
For the Benefit of the Contran Deferred Compensation Trust No. 3
This Pledge Agreement (this "Agreement") is made as of July 1, 2004 between
Contran Corporation, a Delaware corporation ("Contran"), and Valhi Group, Inc.,
a Nevada corporation and a subsidiary of Contran ("VGI").
Recitals
A. Contran and Glenn R. Simmons, the vice chairman of the board of Contran
and a resident of Dallas, Texas ("Simmons"), have entered into certain
nonqualified deferred compensation agreements, namely (collectively with any
further amendments to these agreements, the "Deferred Compensation Agreements"):
(1) The Deferred Compensation Agreement (Originally Established
October 31, 1984) Amended and Restated as of January 1, 1999;
(2) The Contran Corporation 2001 Deferred Compensation Agreement as
of December 31, 2001; and
(3) The Deferred Compensation Agreement as of January 1, 2003.
Pursuant to the Deferred Compensation Agreements, Contran has an obligation to
pay Simmons upon the occurrence of certain events (a "Payout Event") the value
of Simmons's deferred compensation accounts established by the Deferred
Compensation Agreements, less the value of assets concurrently distributed to
him at the time by the trustee of the Amended and Restated Contran Deferred
Compensation Trust No. 3 as of July 1, 2004 (the "CDCT").
B. Contran desires to fund its obligations to Simmons under the Deferred
Compensation Agreements by contributing to the CDCT 300,000 shares (the
"Shares") of the common stock, par value $0.01 per share, of Valhi, Inc., a
Delaware corporation ("Valhi"), that VGI holds.
C. To permit Contran to fund its obligations to Simmons under the Deferred
Compensation Agreements, VGI has agreed to pledge the Shares to the CDCT in
consideration of a collateral fee and an indemnity from Contran.
Agreement
In consideration of the mutual premises, representations and covenants
herein contained, the parties hereto mutually agree as follows.
Section 1. The Pledge. VGI agrees to secure Contran's obligations under the
Deferred Compensation Agreements by granting to the CDCT a security interest in
the Shares and delivering to the CDCT stock certificates for the Shares with
applicable stock powers duly executed in blank by VGI, all in a form reasonably
satisfactory to the CDCT. VGI warrants that the Shares, when delivered to the
CDCT will be free and clear of all liens, claims and encumbrances whatsoever,
except for such liens, claims and encumbrances on the Shares created by this
Agreement. The CDCT may at any time following the occurrence and during the
continuation of a Payout Event cause any or all of the Shares to be transferred
of record into the name of the CDCT or its nominee and exercise any and all
rights of a secured party holding a security interest in the Shares under the
uniform commercial code. Prior to the transfer of record of a Share to the CDCT
upon a Payout Event, VGI shall retain all rights to vote the Share and receive
dividends on the Share.
Section 2. The Pledge Fee. As consideration for pledging the Shares,
Contran shall pay to VGI on March 31, June 30, September 30 and December 31 of
each year (if a business day, and if not, on the next successive business day as
if made as of the end of such calendar quarter) a fee equal to 0.125% of the
value of the Shares based on the closing sales price per share for shares of
Valhi common stock on the second to last day of such calendar quarter on which
such shares traded as reported by the New York Stock Exchange or such other
principal exchange or other market quotation system on which such shares may
then trade. Upon the termination of this Agreement, if the termination date is
not as of the end of a calendar quarter, Contran shall pay on the termination
date to VGI a pro rated fee based on the portion of the calendar quarter that
the Shares were pledged and the closing sales price of Valhi common stock on the
second to last day on which such shares traded prior to the termination date as
reported by the New York Stock Exchange or such other principal exchange or
other market quotation system on which such shares may then trade.
Section 3. Indemnity. Contran agrees to indemnify VGI against any loss or
incremental cost resulting from the pledge of the Shares to the CDCT under this
Agreement or the transfer of the Shares to the CDCT upon a Payout Event.
Section 4. Termination. Either party hereto may terminate this Agreement by
giving the other party thirty days advance written notice of such termination.
On the termination date of this Agreement, Contran shall return the stock
certificates representing the Shares to VGI and the related stock powers that
VGI originally tendered to Contran under this Agreement.
Section 5. Applicable Law. This Agreement shall be governed by and
construed in accordance with the domestic laws of the state of Texas, without
giving effect to any choice of law or conflict of law provision or rule (whether
of the state of Texas or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the state of Texas.
Executed as of the date first above written.
CONTRAN CORPORATION
By: /s/Steven L. Watson
-----------------------
Steven L. Watson, President
VALHI GROUP, INC.
By: /s/Bobby D. O'Brien
-----------------------
Bobby D. O'Brien, Vice President