SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
TREMONT CORPORATION
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
894745 20 7
(CUSIP Number)
STEVEN L. WATSON
THREE LINCOLN CENTRE
SUITE 1700
5430 LBJ FREEWAY
DALLAS, TEXAS 75240-2694
(972) 233-1700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2000
(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. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tremont 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)
OO
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 5,141,421
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,141,421
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,141,421
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tremont Holdings, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,149,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,149,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,149,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
CUSIP No. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NL Industries, 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
New Jersey
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,149,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,149,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,149,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Valhi, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC and BK
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,149,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,149,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,149,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Valhi Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,149,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,149,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,149,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
National City Lines, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,149,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,149,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,149,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NOA, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,149,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,149,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,149,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dixie Holding Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,149,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,149,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,149,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dixie Rice Agricultural Corporation, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,149,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,149,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,149,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Southwest Louisiana Land Company, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,149,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,149,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,149,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Contran Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,149,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,149,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,149,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harold Simmons Foundation, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,149,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,149,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,149,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Combined Master Retirement Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,149,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,149,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,149,588
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
EP
CUSIP No. 894745 20 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harold C. Simmons
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,149,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,149,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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. 17
TO SCHEDULE 13D
This amended statement on Schedule 13D (this "Statement") relates to
the common stock, par value $1.00 per share (the "Shares"), of Tremont
Corporation, 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 hereby amended and restated, and Items 2(b), (c), (d), (e)
and (f) are amended, as follows.
(a) This Statement is filed by (i) Tremont Group, Inc. ("TGI") and
Tremont Holdings, LLC ("TRE Holdings") as the holders of Shares, (ii) by virtue
of the direct and indirect ownership of securities of TGI and TRE Holdings, NL
Industries, Inc ("NL"), Valhi, Inc. ("Valhi"), Valhi Group, Inc. ("VGI"),
National City Lines, Inc. ("National"), NOA, Inc. ("NOA"), Dixie Holding Company
("Dixie Holding"), Dixie Rice Agricultural Corporation, Inc. ("Dixie Rice"),
Southwest Louisiana Land Company, Inc. ("Southwest"), Contran Corporation
("Contran"), the Harold Simmons Foundation, Inc. (the "Foundation") and the
Combined Master Retirement Trust (the "CMRT") and (iii) by virtue of his
positions with Contran and certain of the other entities (as described in this
Statement), 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.
TGI and TRE Holdings are the holders of approximately 80.0% and 0.1%,
respectively, of the 6,424,658 Shares outstanding as of December 31, 2000
according to information provided by the Company (the "Outstanding Shares").
Together, TGI and TRE Holdings may be deemed to control the Company. Valhi and
TRE Holdings are the direct holders of 80.0% and 20.0%, respectively of the
outstanding common stock of TGI. Together Valhi and TRE Holdings may be deemed
to control TGI. NL is the sole member of TRE Holdings and may be deemed to
control TRE Holdings. Valhi and the Company are the direct holders of
approximately 60.2% and 20.4%, respectively, of the outstanding common stock of
NL and together may be deemed to control NL. VGI, National, Contran, the
Foundation, the Contran Deferred Compensation Trust No. 2 (the "CDCT No. 2") and
the CMRT are the direct holders of 81.7%, 9.5%, 1.7%, 0.5%, 0.4% and 0.1%,
respectively, of the common stock of Valhi. Together, VGI, National and Contran
may be deemed to control Valhi. National, NOA and Dixie Holding are the direct
holders of approximately 73.3%, 11.4% and 15.3%, respectively, of the
outstanding common stock of VGI. Together, National, NOA and Dixie Holding may
be deemed to control VGI. Contran and NOA are the direct holders of
approximately 85.7% and 14.3%, respectively, of the outstanding common stock of
National and together may be deemed to control National. Contran and Southwest
are the direct holders of approximately 49.9% and 50.1%, respectively, of the
outstanding common stock of NOA and together may be deemed to control NOA. Dixie
Rice is the direct holder of 100% of the outstanding common stock of Dixie
Holding and may be deemed to control Dixie Holding. Contran is the holder of
100% of the outstanding common stock of Dixie Rice and may be deemed to control
Dixie Rice. Contran is 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 either
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
by Mr. Simmons directly. As sole trustee of each of the Trusts, Mr. Simmons has
the power to vote and direct the disposition of the shares of Contran stock held
by each of the Trusts. Mr. Simmons, however, disclaims beneficial ownership of
any shares of Contran stock that the Trusts hold.
The Foundation directly holds approximately 0.5% 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 and chief
executive officer 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
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 of Valhi common stock held directly by
the CDCT No. 2, (ii) retains dispositive power over such shares and (iii) may be
deemed the indirect beneficial owner of such shares.
The CMRT directly holds approximately 0.1% of the outstanding shares of
Valhi common stock. Valhi established the CMRT as a trust to permit the
collective investment by master trusts that maintain the assets of certain
employee benefit plans Valhi and related companies adopt. Mr. Simmons is the
sole trustee of the CMRT and a member of the trust investment committee for the
CMRT. Mr. Simmons is a participant in one or more of the employee benefit plans
that invest through the CMRT.
Valmont Insurance Company ("Valmont") and a subsidiary of NL directly
own 1,000,000 shares and 1,186,200 shares, respectively, of Valhi common stock.
Valhi is the direct holder of 100% of the outstanding common stock of Valmont
and may be deemed to control Valmont. Pursuant to Delaware law, Valhi treats the
shares of Valhi common stock that Valmont and the subsidiary of NL own as
treasury stock for voting purposes and for the purposes of this Statement are
not deemed outstanding.
Mr. Harold C. Simmons is chairman of the board and chief executive
officer of TGI, Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest
and Contran. Mr. Simmons is also chairman of the board of NL and a director of
the Company.
By virtue of the holding of the offices, the stock ownership and his
service as trustee, all as described above, (a) Mr. Simmons may be deemed to
control the entities described above and (b) Mr. Simmons and certain of such
entities may be deemed to possess indirect beneficial ownership of Shares
directly held by certain of such other entities. However, Mr. Simmons disclaims
beneficial ownership of the Shares beneficially owned, directly or indirectly,
by any of such entities, except to the extent of his vested beneficial interest
in the Shares held by the CMRT.
Harold C. Simmons' spouse is the direct owner 69,475 shares of NL
common stock and 77,000 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.
Certain information concerning the directors and executive officers of
the Reporting Persons, including offices held by Mr. Simmons is set forth on
Schedule B attached hereto and incorporated herein by reference.
(b) The principal offices of TGI are located at Three Lincoln Centre,
5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697. The business addresses
of the directors and executive officers of the Reporting Persons are set forth
on Schedule B to this Statement and incorporated herein by reference.
(c) TGI is engaged in holding Shares.
(d) None of the Reporting Persons or, to the best knowledge of such
persons, any of the persons named in Schedule B to this Statement has been
convicted in a criminal proceeding in the past five years (excluding traffic
violations or similar misdemeanors).
(e) None of the Reporting Persons or, to the best knowledge of such
persons, any person named in Schedule B to this Statement, was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) TGI is a Delaware corporation. Harold C. Simmons and all the
persons named on Schedule B to this Statement are citizens of the United States,
except as otherwise indicated on such Schedule.
Item 3. Source and Amount of Funds or Other Consideration.
No change except for the addition of the following:
The total amount of funds Valhi used to acquire the 5,000 Shares
purchased by it on the open market as reported in Item 5(c) was $153,875.00
(including commissions). Such funds were provided by Valhi's cash on hand.
The Reporting Persons understand that the funds required by the persons
named in Schedule B to this Statement to acquire Shares (other than Shares
Harold C. Simmons may be deemed to own beneficially) were from such person's
personal funds.
Item 4. Purpose of Transaction.
No change except for the addition of the following:
On November 30, 2000, Valhi purchased 5,000 Shares in the open market
in order to increase its equity interest in the Company and to obtain a
sufficient number of Shares so that, if it were determined to be desirable, the
Company and NL might become members of the same consolidated federal income tax
group of which Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest
and Contran are members (the "Consolidated Tax Group"). On December 21, 2000, NL
contributed its 536,167 Shares to TRE Holdings, and TRE Holdings acquired such
Shares, in order for TRE Holdings to contribute such Shares to TGI. On December
31, 2000, Valhi and TRE Holdings contributed 4,113,421 and 1,028,000 Shares,
respectively, to TGI, and TGI acquired such Shares, in order to form TGI and
allow NL, the Company, and TGI to become members of the Consolidated Tax Group.
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 money, stock market
and general economic conditions), any of the Reporting Persons or other entities
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 that may be deemed to
be affiliated with Contran may from time to time dispose of all or a portion of
the Shares held by such person, or cease buying or selling Shares. Any such
additional purchases or sales of the Shares may be in open market or privately
negotiated transactions or otherwise.
As described under Item 2 of this Statement, Harold C. Simmons may be
deemed to control the Company.
The Reporting Persons understand that prior purchases of Shares by
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.
Except as described in this Item 4, none of the Reporting Persons nor,
to the best knowledge of such persons, any other person named in Schedule B to
this Statement has formulated any plans or proposals which relate to or would
result in any matter required to be disclosed in response to paragraphs (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Items 5(a), (b), (c) and (d) are amended as follows.
(a) TGI and TRE Holdings are the beneficial owners of 5,141,421
(approximately 80.0% of the Outstanding Shares) and 8,167 of the Shares
(approximately 0.1% of the Outstanding Shares), respectively.
By virtue of the relationships described under Item 2 of this
Statement, TRE Holdings, NL, Valhi, VGI, National, NOA, Dixie Holding, Dixie
Rice, Southwest, Contran, the Foundation, the CMRT and Harold C. Simmons may
each be deemed to be the beneficial owner of the 5,149,588 Shares (approximately
80.2% of the Outstanding Shares) that TGI and TRE Holdings hold.
Mr. Simmons disclaims beneficial ownership of all Shares.
The Reporting Persons understand, based on ownership filings with the
Securities and Exchange Commission (the "Commission") or upon information
provided by the persons listed on Schedule B to this Statement, that such
persons may be deemed to own beneficially the Shares as indicated on Schedule C
to this Statement.
(b) By virtue of the relationships described in Item 2:
(1) TGI may be deemed to share the power to vote and direct
the disposition of the Shares that TGI holds; and
(2) TRE Holdings, NL, Valhi, VGI, National, NOA, Dixie
Holding, Dixie Rice, Southwest, Contran, the Foundation, the CMRT and
Harold C. Simmons may each be deemed to share the power to vote and
direct the disposition of the Shares that TGI and TRE Holdings hold.
(c) On November 30, 2000, Valhi purchased on the open market 5,000
Shares at $30.725 per share (exclusive of commissions). On December 21, 2000, NL
contributed 536,167 Shares to TRE Holdings in a private transaction. On December
31, 2000, Valhi and TRE Holdings contributed 4,133,421 Shares and 1,028,000
Shares, respectively, in a private transaction to TGI to form TGI. There were no
other transactions in the Shares by the Reporting Persons since the last
transaction by the Reporting Persons reported in Amendment No. 16 to this
Schedule 13D.
(d) Each of TGI and TRE Holdings has the right to receive and the power
to direct the receipt of dividends from, and proceeds from the sale of, the
5,141,421 and 8,167 Shares, respectively, held by such entity.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Item 6 is hereby amended as follows.
TGI's certificate of incorporation provides for certain redemption and
other rights of the holders of its common stock. TGI's certificate of
incorporation is attached as Exhibit 5 to this amendment to this Statement and
incorporated herein by reference. Pursuant to the certificate of incorporation,
each holder of a share of TGI common stock (a "TGI Share") can cause TGI to
redeem within 45 days such TGI Share for 1,000 Shares. In addition to such
Shares, the holder may be entitled to receive from, or be required to pay to
TGI, as the case may be, the difference between the fair market value of the
redeemed TGI Share and the 1,000 Shares received upon redemption, all pursuant
to the terms of TGI's certificate of incorporation. In addition, the TGI
certificate of incorporation provides that TGI shall have five directors. Only
holders of at least 90% of the outstanding TGI Shares can amend the redemption
provisions or the number of directors provided for in the TGI certificate of
incorporation.
Valhi and TRE Holdings have entered into a voting agreement dated as of
December 31, 2000 whereby Valhi agrees to elect one director designated by TRE
Holdings to TGI's board of directors (the "TGI Voting Agreement"). The TGI
Voting Agreement is attached as Exhibit 6 to this amendment to this Statement
and incorporated herein by reference.
Valhi, Contran and NL have entered into a Tax Sharing Agreement dated
as of January 1, 2001 (the "NL Tax Sharing Agreement"). The NL Tax Sharing
Agreement is attached as Exhibit 7 to this amendment to this Statement and
incorporated herein by reference. The NL Tax Sharing Agreement provides for NL
and its subsidiaries to make payments to, or receive payments from, Valhi in the
amount they would have paid to or received from the Internal Revenue Service had
they not been members of the Consolidated Tax Group. The separate company
provisions and payments are computed using the tax elections made by Contran. NL
and each subsidiary of NL that is a member of the Consolidated Tax Group is
severally liable to Valhi for the federal income tax of NL or such NL subsidiary
for all periods in which NL or such NL subsidiary is included in the
Consolidated Tax Group. Valhi has agreed to indemnify NL and its subsidiaries
for any liability for income taxes of the Consolidated Tax Group in excess of
NL's and its subsidiaries' tax liability computed in accordance with the NL Tax
Sharing Agreement. NL has agreed to indemnify Valhi and its subsidiaries (other
than NL and its subsidiaries) for any liability for income taxes of NL and its
subsidiaries computed in accordance with the NL Tax Sharing Agreement.
Valhi, Contran and the Company have entered into a Tax Sharing
Agreement dated as of January 1, 2001 (the "Tremont Tax Sharing Agreement" and
collectively with the NL Tax Sharing Agreement, the "Tax Sharing Agreements").
The Tremont Tax Sharing Agreement is attached as Exhibit 8 to this amendment to
this Statement and incorporated herein by reference. The Tremont Tax Sharing
Agreement provides for the Company and its subsidiaries to make payments to, or
receive payments from, Valhi in the amount they would have paid to or received
from the Internal Revenue Service had they not been members of the Consolidated
Tax Group. The separate company provisions and payments are computed using the
tax elections made by Contran. The Company and each subsidiary of the Company
that is a member of the Consolidated Tax Group is severally liable to Valhi for
the federal income tax of the Company or such Company subsidiary for all periods
in which the Company or such Company subsidiary is included in the Consolidated
Tax Group. Valhi has agreed to indemnify the Company and its subsidiaries for
any liability for income taxes of the Consolidated Tax Group in excess of the
Company's and its subsidiaries' tax liability computed in accordance with the
Tremont Tax Sharing Agreement. The Company has agreed to indemnify Valhi and its
subsidiaries (other than the Company and its subsidiaries) for any liability for
income taxes of the Company and its subsidiaries computed in accordance with the
Tremont Tax Sharing Agreement.
Except for the provisions and agreements described in this item, 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.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended and restated as follows.
Exhibit 1 Credit Agreement dated as of November 6, 1998 among Valhi,
Inc., the financial institutions from time to time that are a
party thereto and Societe Generale, Southwest Agency, as the
administrative agent, issuing bank and arranger (incorporated
by reference to Exhibit 1 to Amendment No. 59 to the Schedule
13D filed on November 23, 1999 with the Securities and
Exchange Commission by Tremont Corporation, Valmont Insurance
Company, Valhi, Inc., Valhi Group, Inc., National City Lines,
Inc., NOA, Inc., Dixie Holding Company, Dixie Rice
Agricultural Corporation, Inc., Southwest Louisiana Land
Company, Inc., Contran Corporation, The Combined Master
Retirement Trust, the Harold Simmons Foundation, Inc. and
Harold C. Simmons with respect to the common stock, par value
$0.125 per share, of NL Industries, Inc.).
Exhibit 2 First Amendment Agreement dated as of November 5, 1999 among
Valhi, Inc., the financial institutions from time to time that
are a party thereto and Societe Generale, Southwest Agency, as
the administrative agent, issuing bank and arranger
(incorporated by reference to Exhibit 2 to Amendment No. 60 to
the Schedule 13D filed on December 14, 1999 with the
Securities and Exchange Commission by Tremont Corporation,
Valmont Insurance Company, Valhi, Inc., Valhi Group, Inc.,
National City Lines, Inc., NOA, Inc., Dixie Holding Company,
Dixie Rice Agricultural Corporation, Inc., Southwest Louisiana
Land Company, Inc., Contran Corporation, The Combined Master
Retirement Trust, the Harold Simmons Foundation, Inc. and
Harold C. Simmons with respect to the common stock, par value
$0.125 per share, of NL Industries, Inc.).
Exhibit 3 Second Amendment Agreement dated as of November 3, 2000 among
Valhi, Inc., the financial institutions from time to time that
are a party thereto and U.S. Bank National Association as the
administrative agent, issuing bank and arranger (incorporated
by reference to Exhibit 3 to Amendment No. 15 to this
Statement).
Exhibit 4 Stock Purchase Agreement dated as of November 7, 2000 between
Valhi, Inc. and J. Landis Martin (incorporated by reference to
Exhibit 4 to Amendment No. 16 to this Statement).
Exhibit 5* Certificate of Incorporation of Tremont Group, Inc.
Exhibit 6* Voting Agreement dated as of December 31, 2000 between Valhi,
Inc. and Tremont Holdings, LLC.
Exhibit 7* Tax Sharing Purchase Agreement dated as of January 1, 2001
among Valhi, Inc., Contran Corporation and NL Industries, Inc.
Exhibit 8* Tax Sharing Purchase Agreement dated as of January 1, 2001
among Valhi, Inc., Contran Corporation and Tremont
Corporation.
- ----------
* 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 10, 2001
/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: January 10, 2001
/s/ J. Landis Martin
--------------------------------
J. Landis Martin
Signing in the
capacity 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: January 10, 2001
/s/ Steven L. Watson
--------------------------------
Steven L. Watson
Signing in the
capacities listed on
Schedule "A" attached
hereto and
incorporated herein by
reference.
SCHEDULE A
HAROLD C. SIMMONS, in his individual capacity and as trustee for THE COMBINED
MASTER RETIREMENT TRUST.
J. LANDIS MARTIN, as president of each of:
NL INDUSTRIES, INC.
TREMONT HOLDINGS, LLC
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 GROUP, INC.
VALHI GROUP, INC.
VALHI, 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"), the Harold Simmons Foundation,
Inc. (the "Foundation"), National City Lines, Inc. ("National"), NL Industries,
Inc. ("NL"), NOA, Inc. ("NOA"), Southwest Louisiana Land Company, Inc.
("Southwest"), Tremont Group, Inc. ("TGI"), Valhi Group, Inc. ("VGI") 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
- ----------------------------- ---------------------------------
Susan E. Alderton (1) Vice president, treasurer and chief
financial officer of NL and Tremont
Holdings, LLC ("TRE Holdings"); and a
director of Tremont Corporation (the
"Company").
Eugene K. Anderson Vice president of Contran, Dixie Holding,
Dixie Rice, NOA, National, Southwest, TGI,
VGI and Valhi; and treasurer of the
Foundation.
Thomas E. Barry (2) 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 (3) Private investor; director of Valhi; and
trustee of the Baron Funds, a mutual fund
group.
Lisa Simmons Epstein Director and president of the Foundation.
David B. Garten (4) Vice president, general counsel and
secretary of NL; and vice president and
secretary of TRE Holdings.
Edward J. Hardin (5) Partner of the law firm of Rogers & Hardin
LLP; and a director of Valhi.
Robert D. Hardy (4) Vice president and controller of NL and TRE
Holdings.
J. Mark Hollingsworth Vice president and general counsel of
Contran, Dixie Holding, Dixie Rice, NOA,
National, Southwest, TGI, VGI and Valhi; and
general counsel of the Foundation, CompX
International Inc., a manufacturer of
ergonomic computer support systems,
precision ball bearing slides and security
products that is affiliated with Valhi
("CompX"), and The Combined Master
Retirement Trust, a trust Valhi established
to permit the collective investment by
master trusts that maintain the assets of
certain employee benefit plans Valhi and
related companies adopt (the "CMRT").
Keith A. Johnson Controller of the Foundation.
William J. Lindquist Director and senior vice president of
Contran, Dixie Holding, NOA, National, TGI
and VGI; senior vice president of Dixie
Rice, Southwest and Valhi.
A. Andrew R. Louis Secretary of Contran, CompX, Dixie Holding,
Dixie Rice, NOA, National, Southwest, TGI,
VGI and Valhi.
Kelly D. Luttmer Tax director of Contran, CompX, Dixie
Holding, Dixie Rice, NOA, National,
Southwest, TGI, VGI and Valhi.
J. Landis Martin (6) President, chief executive officer and a
director of NL; president of TRE Holdings;
chairman of the board, president and chief
executive officer of the Company and
Titanium Metals Corporation, a producer of
titanium metals products that is affiliated
with the Company ("TIMET").
Andrew McCollam, Jr. (7) President and a director of Southwest;
director of Dixie Rice; and a private
investor.
Harold M. Mire (8) Vice president of Dixie Rice and Southwest.
Bobby D. O'Brien Vice president and treasurer of Contran,
Dixie Holding, Dixie Rice, NOA, National,
TGI, VGI and Valhi; and vice president of
Southwest.
Kenneth R. Peak (9) President, chief executive officer and
chairman of the board of Contango Oil & Gas
Company, a publicly traded independent oil
and gas exploration and production company;
and a director of NL.
Glenn R. Simmons Vice chairman of the board of Contran, Dixie
Holding, NOA, National, TGI, VGI and Valhi;
chairman of the board of CompX and Keystone
Consolidated Industries, Inc. ("Keystone"),
a manufacturer of steel rod, wire and wire
products that is affiliated with Contran;
director and executive vice president of
Southwest and Dixie Rice; and a director of
NL, TIMET and the Company.
Harold C. Simmons Chairman of the board and chief executive
officer of Contran, Dixie Holding, Dixie
Rice, the Foundation, NOA, National,
Southwest, TGI, VGI and Valhi; chairman of
the board of NL; director of the Company;
and trustee and member of the trust
investment committee of the CMRT.
Richard A. Smith (8) Director and president of Dixie Rice.
Thomas P. Stafford (10) Co-founder of Stafford, Burke and Hecker,
Inc., a consulting company; director of NL,
TIMET and the Company; and a director of
Allied-Signal, Inc., CMI Corporation and
Seagate Technologies, Inc.
Gregory M. Swalwell Vice president and controller of Contran,
Dixie Holding, NOA, National, TGI, VGI and
Valhi; and vice president of Dixie Rice and
Southwest.
J. Walter Tucker, Jr. (11) President, treasurer and a director of
Tucker & Branham, Inc., a mortgage banking,
insurance and real estate company; vice
chairman of the board of Keystone; a
director of Valhi; and a member of the trust
investment committee of the CMRT.
Steven L. Watson Director and president of Contran, Dixie
Holding, NOA, National, TGI, VGI and Valhi;
director and executive vice president of
Dixie Rice and Southwest; director, vice
president and secretary of the Foundation;
and a director of the Company, NL and TIMET.
Lawrence A. Wigdor (4) Director and executive vice president of NL.
- ----------
(1) The principal business address for Ms. Alderton is 70 East 55th Street,
8th Floor, New York, New York 10022.
(2) The principal business address for Dr. Barry is Southern Methodist
University, Perkins Administration Bldg. #224, Dallas, Texas 75275.
(3) The principal business address for Mr. Edelcup is 244 Atlantic Isles,
Sunny Isles Beach, Florida 33160.
(4) The principal business address for Messrs. Garten, Hardy and Wigdor is
Two Greenspoint Plaza, 16825 Northchase Drive, Suite 1200, Houston,
Texas 77060.
(5) The principal business address for Mr. Hardin is 229 Peachtree Street,
N.E., Suite 2700, Atlanta, Georgia 30303.
(6) The principal business address for Mr. Martin is 1999 Broadway, Suite
4300, Denver, Colorado 80202.
(7) The principal business address for Mr. McCollam is 402 Canal Street,
Houma, Louisiana 70360.
(8) The principal business address for Messrs. Mire and Smith is 600
Pasquiere Street, Gueydan, Louisiana 70542-0010.
(9) The principal business address for Mr. Peak is 2702 Albans, Houston,
Texas 77005.
(10) The principal business address for Gen. Stafford is 1006 Cameron
Street, Alexandria, Virginia 22314.
(11) The principal business address for Mr. Tucker is 400 E. Central
Boulevard, Orlando, Florida 32801.
SCHEDULE C
Based upon ownership filings with the 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:
Name Shares Held Options Held (1)
------------------------------- ------------ ----------------
Susan E. Alderton (2) ........................ 511 4,000
Eugene K. Anderson ........................... -0- -0-
Thomas E. Barry .............................. -0- -0-
Norman S. Edelcup ............................ -0- -0-
Lisa Simmons Epstein ......................... 298 -0-
David B. Garten .............................. 500 11,500
Edward J. Hardin ............................. -0- -0-
Robert D. Hardy .............................. 318 -0-
J. Mark Hollingsworth ........................ -0- -0-
Keith A. Johnson ............................. 100 -0-
William J. Lindquist ......................... -0- -0-
A. Andrew R. Louis ........................... -0- -0-
Kelly D. Luttmer ............................. -0- -0-
J. Landis Martin (3) ......................... 56,128 60,000
Andrew McCollam, Jr .......................... -0- -0-
Harold M. Mire ............................... -0- -0-
Bobby D. O'Brien ............................. -0- -0-
Kenneth R. Peak .............................. -0- -0-
Glenn R. Simmons ............................. 534 -0-
Harold C. Simmons (4) ........................ -0- -0-
Richard A. Smith ............................. 30 -0-
Thomas P. Stafford ........................... -0- 5,000
Gregory M. Swalwell .......................... -0- -0-
J. Walter Tucker, Jr. (5) .................... 875 -0-
Steven L. Watson ............................. 4,474 -0-
Lawrence A. Wigdor ........................... -0- -0-
- ----------
(1) Represents Shares issuable pursuant to the exercise within 60 days of
the date of this Statement of stock options.
(2) Includes 11 Shares held by the trustee for the benefit of Ms. Alderton
under the NL Industries, Inc. Retirement Savings Plan (the "NL Savings
Plan").
(3) Includes 520 Shares held by the trustee for the benefit of Mr. Martin
under the NL Savings Plan.
(4) Mr. Simmons may also be deemed to possess indirect beneficial ownership
of the Shares described in Item 5(a) of this Statement. Mr. Simmons
disclaims beneficial ownership of all Shares.
(5) Includes 525 Shares held by Statewide Guaranty Title Company of which
Mr. Tucker owns 100% of the outstanding common stock.
Exhibit Index
Exhibit 1 Credit Agreement dated as of November 6, 1998 among Valhi,
Inc., the financial institutions from time to time that are a
party thereto and Societe Generale, Southwest Agency, as the
administrative agent, issuing bank and arranger (incorporated
by reference to Exhibit 1 to Amendment No. 59 to the Schedule
13D filed on November 23, 1999 with the Securities and
Exchange Commission by Tremont Corporation, Valmont Insurance
Company, Valhi, Inc., Valhi Group, Inc., National City Lines,
Inc., NOA, Inc., Dixie Holding Company, Dixie Rice
Agricultural Corporation, Inc., Southwest Louisiana Land
Company, Inc., Contran Corporation, The Combined Master
Retirement Trust, the Harold Simmons Foundation, Inc. and
Harold C. Simmons with respect to the common stock, par value
$0.125 per share, of NL Industries, Inc.).
Exhibit 2 First Amendment Agreement dated as of November 5, 1999 among
Valhi, Inc., the financial institutions from time to time that
are a party thereto and Societe Generale, Southwest Agency, as
the administrative agent, issuing bank and arranger
(incorporated by reference to Exhibit 2 to Amendment No. 60 to
the Schedule 13D filed on December 14, 1999 with the
Securities and Exchange Commission by Tremont Corporation,
Valmont Insurance Company, Valhi, Inc., Valhi Group, Inc.,
National City Lines, Inc., NOA, Inc., Dixie Holding Company,
Dixie Rice Agricultural Corporation, Inc., Southwest Louisiana
Land Company, Inc., Contran Corporation, The Combined Master
Retirement Trust, the Harold Simmons Foundation, Inc. and
Harold C. Simmons with respect to the common stock, par value
$0.125 per share, of NL Industries, Inc.).
Exhibit 3 Second Amendment Agreement dated as of November 3, 2000 among
Valhi, Inc., the financial institutions from time to time that
are a party thereto and U.S. Bank National Association as the
administrative agent, issuing bank and arranger (incorporated
by reference to Exhibit 3 to Amendment No. 15 to this
Statement).
Exhibit 4 Stock Purchase Agreement dated as of November 7, 2000 between
Valhi, Inc. and J. Landis Martin (incorporated by reference to
Exhibit 4 to Amendment No. 16 to this Statement).
Exhibit 5* Certificate of Incorporation of Tremont Group, Inc.
Exhibit 6* Voting Agreement dated as of December 31, 2000 between Valhi,
Inc. and Tremont Holdings, LLC.
Exhibit 7* Tax Sharing Purchase Agreement dated as of January 1, 2001
among Valhi, Inc., Contran Corporation and NL Industries, Inc.
Exhibit 8* Tax Sharing Purchase Agreement dated as of January 1, 2001
among Valhi, Inc., Contran Corporation and Tremont
Corporation.
- ----------
* Filed herewith.
CERTIFICATE OF INCORPORATION
OF
TREMONT GROUP, INC.
- --------------------------------------------------------------------------------
ARTICLE I.
NAME
The name of the corporation is TREMONT GROUP, INC. (the "Corporation").
ARTICLE II.
REGISTERED OFFICE AND AGENT
The address of the Corporation's registered office in the state of
Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, city
of Wilmington, county of New Castle, state of Delaware 19808. The name of the
Corporation's registered agent at such address is Corporation Service Company.
ARTICLE III.
PURPOSE
The nature of the business or purposes to be conducted or promoted by
the Corporation is to engage in any lawful business, act or activity for which
corporations may be organized under the General Corporation Law of the state of
Delaware.
ARTICLE IV.
AUTHORIZED STOCK
The Corporation shall have authority to issue six thousand five hundred
(6,500) shares of common stock having a par value of one cent ($0.01) per share
(the "Common Stock"). The rights of the holders of common stock are set forth
below.
Section 1. Voting Rights. The holders of Common Stock shall be
entitled to one vote per share on all matters to be voted on by the
stockholders of the Corporation.
Section 2. Dividends. The holders of Common Stock shall be
entitled to participate in such dividends and other distributions or
proceeds in cash, stock or property of the Corporation ratably on a per
share basis as the board of directors may declare out of assets or
funds legally available therefor.
Section 3. Liquidation. The holders of Common Stock shall be
entitled to participate ratably on a per share basis in all
distributions to the holders of Common Stock in any liquidation,
dissolution or winding up of the Corporation.
Section 4. Redemption. The Corporation shall redeem shares of
Common Stock on a date (the "Redemption Date") that is on or prior to
the 45th day (if such 45th day is a business day, and if not, the next
successive business day) after the date (the "Redemption Notice Date")
that the Corporation and each other holder of shares of Common Stock
receives written notice (a "Redemption Notice") from a holder of shares
of Common Stock (the "Holder") setting forth the number of shares the
Holder wants the Corporation to redeem (the "Redemption Shares"). After
the Redemption Notice Date, the Holder shall only be entitled to
receive from the Corporation on the Redemption Date the fair market
value of the Redemption Shares on the Redemption Notice Date (the
"Redemption Price").
In the Redemption Notice, the Holder may elect (a "Tremont
Share Election") to receive as part of the Redemption Price such number
of shares of the common stock, par value $1.00 per share, of Tremont
Corporation, a Delaware Corporation (the "Tremont Common Stock"), equal
to the product of 1,000 and the number of Redemption Shares.
After a Redemption Notice Date but before the Redemption Date,
the board of directors shall determine in good faith and in its best
business judgment the Redemption Price. In determining the Redemption
Price, the board of directors shall value each share of Tremont Common
Stock held by the Corporation on the Redemption Notice Date at the
volume weighted average sales price of a share of Tremont Common Stock
as reported on the New York Stock Exchange composite transactions
reporting system for the ten trading days ending on the Redemption
Notice Date, if such date is a trading day, and if not, on the
immediately prior trading day (the "Tremont Common Stock Value").
If the Holder does not make a Tremont Share Election, on the
Redemption Date the Corporation may pay the Redemption Price, in whole
or in part, in cash, shares of Tremont Common Stock or other property,
which other property the board of directors shall value in good faith
and in its best business judgment. In determining the fair market value
of securities traded on an exchange that are used to pay the Redemption
Price, the board of directors shall value each such security on the
Redemption Notice Date at the volume weighted average sales price of
such security as reported on the applicable exchange for the ten
trading days ending on the Redemption Notice Date, if such date is a
trading day, and if not, on the immediately prior trading day.
If shares of Tremont Common Stock are used to pay all or part
of the Redemption Price, on the Redemption Date:
(a) if the Tremont Common Stock Value for such shares
is less than or equal to the Redemption Price, the Corporation
shall transfer such shares to the Holder and such additional
cash or property in an amount equal in value on the Redemption
Notice Date, as the board of directors determines in good
faith and in its best business judgment, to the excess, if
any, of the Redemption Price over the Tremont Common Stock
Value for such shares;
(b) if the Tremont Common Stock Value for such shares
is greater than the Redemption Price, the Corporation shall
transfer such shares to the Holder and the Holder shall pay in
cash to the Corporation an amount equal to the excess of the
Tremont Common Stock Value for such shares over the Redemption
Price; and
(c) the Corporation shall deliver to the holder a
stock certificate representing the shares of Tremont Common
Stock comprising the Redemption Price accompanied by a stock
power duly endorsed in blank and the holder shall acquire good
and marketable title to such shares free and clear of any
liens, encumbrances, security interests, restrictive
agreements, claims or imperfections of any nature whatsoever,
other than restrictions on transfer imposed by applicable
securities laws.
On the Redemption Date, the Holder shall deliver to the
Corporation a stock certificate representing the Redemption Shares
accompanied by a stock power duly endorsed in blank and the Corporation
shall acquire good and marketable title to such shares free and clear
of any liens, encumbrances, security interests, restrictive agreements,
claims or imperfections of any nature whatsoever, other than
restrictions on transfer imposed by applicable securities laws.
After the Redemption Notice Date, the Redemption Shares shall
not be deemed to be outstanding and the Holder will only hold a
contractual right from the Corporation to receive the Redemption Price.
Section 5. Protective Provision. The Corporation shall not
amend this Article IV without obtaining the approval of the holders of
90% of the outstanding shares of Common Stock.
Section 6. Record Holders. The Corporation shall be entitled
to treat the person in whose name any share of its stock is registered
as the owner thereof for all purposes and shall not be bound to
recognize any equitable or other claim to, or interest in, such share
on the part of any other person, whether or not the Corporation shall
have notice thereof, except as expressly provided by applicable law.
ARTICLE V.
EXISTENCE
The Corporation is to have perpetual existence.
ARTICLE VI.
BYLAWS
In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to adopt, amend or
repeal the bylaws or adopt new bylaws.
ARTICLE VII.
MEETINGS OF STOCKHOLDERS
BOOKS OF CORPORATION
ELECTION OF DIRECTORS
Meetings of stockholders may be held within or without the state of
Delaware, as the bylaws of the Corporation may provide. The books of the
Corporation may be kept outside the state of Delaware at such place or places as
may be designated from time to time by the board of directors or in the bylaws
of the Corporation. Election of directors need not by written ballot unless the
bylaws of the Corporation so provide.
ARTICLE VIII.
BOARD OF DIRECTORS
The number of directors constituting the board of directors of the
Corporation shall be five. The Corporation shall not change the number of
directors on the board of directors from five members without obtaining the
approval of the holders of 90% of the outstanding shares of Common Stock.
The name and address of each of the persons to serve as a director
until the first annual meeting of the stockholders or until his successor has
been duly elected and qualified or his earlier resignation, removal or death,
is:
Name Mailing Address
Harold C. Simmons Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
Glenn R. Simmons Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
Steven L. Watson Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
William J. Lindquist Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
J. Landis Martin 1999 Broadway, Suite 4300
Denver, Colorado 80202
ARTICLE IX.
INDEMNIFICATION
The Corporation shall, to the fullest extent permitted by law,
indemnify any and all officers and directors of the Corporation, and may, to the
fullest extent permitted by law or to such lesser extent as is determined in the
discretion of the board of directors, indemnify all other persons from and
against all expenses, liabilities or other matters and advance expenses to all
persons whom it shall have the power to indemnify.
ARTICLE X.
DIRECTOR LIABILITY
A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for such liability as is expressly not subject to
limitation under the Delaware General Corporation Law, as the same exists or may
hereafter be amended to further limit or eliminate such liability. Any repeal or
modification of this ARTICLE by the stockholders of the Corporation shall not
adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification.
ARTICLE XI.
CERTAIN BUSINESS COMBINATIONS
The Corporation expressly elects not to be governed by Section 203 of
the General Corporation Law of the State of Delaware.
ARTICLE XII.
SETTLEMENTS WITH CREDITORS OR STOCKHOLDERS
Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the state of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of Section 291 of Title 8 of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers appointed for the
Corporation under the provisions of Section 279 of Title 8 of the Delaware Code
order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the Corporation, as the case may be, to
be summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of the Corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
the Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and said reorganization shall, if sanctioned by the
court to which the said application has been made, be binding on all creditors
or class of creditors, and/or on all the stockholders or class of stockholders,
of the Corporation, as the case may be, and also on the Corporation.
ARTICLE XIII.
AMENDMENT
The Corporation shall have the right, subject to any express provisions
or restrictions contained in this certificate of incorporation or bylaws of the
Corporation, from time to time, to amend this certificate of incorporation or
any provision thereof in any manner now or hereafter provided by law, and all
rights and powers of any kind conferred upon a director or stockholder of the
Corporation by this certificate of incorporation or any amendment thereof are
conferred subject to such right.
ARTICLE XIV.
INCORPORATOR
The name and mailing address of the sole incorporator of the
Corporation is A. Andrew R. Louis, Three Lincoln Centre, 5430 LBJ Freeway, Suite
1700, Dallas, Texas 75240-2697.
THE UNDERSIGNED, being the sole incorporator of the Corporation, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the state of Delaware, does make this certificate to acknowledge, declare and
certify that this certificate of incorporation is his act and deed and the facts
stated in this certificate of incorporation are true, and accordingly executes
this certificate of incorporation this 21st day of December, 2000.
---------------------------------------------
A. Andrew R. Louis, Sole Incorporator
VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Agreement") is made and entered into as of
December 31, 2000, among Valhi, Inc., a Delaware corporation ("Valhi"), Tremont
Holdings, LLC, a Delaware limited liability company ("TRE Holdings" and together
with Valhi, the "Stockholders"), and Tremont Group, Inc., a Delaware corporation
("TGI"). Unless otherwise provided in this Agreement, certain capitalized terms
used herein are defined in Section 8.
Recitals
The parties hereto desire to enter into this Agreement to establish a
mechanism to elect as a director of TGI one person designated in writing by TRE
Holdings.
Agreement
In consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement hereby agree as follows.
Section 1. Voting for Directorship. Valhi agrees to vote all of its TGI
Shares, and will take all other necessary or desirable actions within its
control, to elect as a director of TGI one person designated in writing by TRE
Holdings. The parties agree that the initial person designated by TRE Holdings
to be elected a director of TGI is J. Landis Martin. If in the future more than
one person holds TRE Holdings' TGI Shares, such persons must jointly agree on
one designee that they desire to have Valhi elect as a director of TGI and
notify Valhi in writing of such designee before Valhi is obligated to elect such
designee under this section.
Section 2. Size of Board of Directors; Governing Instruments. The
Stockholders hereby agree (a) that the board of directors shall be comprised of
five (5) persons as directors, and each Stockholder shall take or cause to be
taken all action to require that the certificate of incorporation and bylaws of
TGI shall so provide and (b) to ensure at all times that the certificate of
incorporation and bylaws of TGI are not at any time inconsistent with the
provisions of this Agreement.
Section 3. Impairment. Valhi agrees that it will not vote or otherwise
consent or take action with respect to its TGI Shares to amend TGI's certificate
of incorporation or bylaws in a manner that would affect the voting rights of
TGI's stockholders.
Section 4. Transfer of Shares. Valhi agrees that the agreement relating
to the voting of its TGI Shares evidenced by this Agreement shall encumber such
shares, and that any permitted successor, assignee, or transferee shall take
such shares subject to this Agreement. In addition, each party agrees to cause
any permitted successor, assignee, or transferee of such party to become a party
to this Agreement.
Section 5. Term. Unless earlier terminated by agreement of the parties,
this Agreement shall remain in effect for as long as TRE Holdings or its
permitted successors, assigns and transferees hold TGI Shares.
Section 6. Legend. Each certificate evidencing Valhi's TGI Shares and
each certificate issued in exchange for or upon the transfer of such TGI Shares
(if such shares remain subject to the terms of this Agreement after such
transfer) shall be stamped or otherwise imprinted with a legend in substantially
the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A VOTING
AGREEMENT ("AGREEMENT") DATED AS OF DECEMBER 31, 2000 AMONG THE ISSUER
OF SUCH SECURITIES (THE "ISSUER") AND THE ISSUER'S SECURITY HOLDERS. A
COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER
TO THE HOLDER HEREOF UPON WRITTEN REQUEST.
The legend set forth above shall be removed from the certificates evidencing TGI
Shares that cease to be subject to the terms of this Agreement or the
termination of this Agreement.
Section 7. Specific Performance. Valhi agrees that the remedy at law
for any breach by it of this Agreement will be inadequate and that, in addition
to any other remedies TRE Holdings might have, TRE Holdings shall be entitled,
without the necessity of proving actual damages, to specific performance and
injunctive relief to prevent the breach of any provisions of this Agreement.
Section 8. Definitions.
"Common Stock" means TGI's common stock, par value $0.01 per
share.
"Stockholder" means any stockholder of TGI who is subject to
the terms of this Agreement.
"TGI Shares" means any Common Stock and any other voting
securities of TGI purchased or otherwise acquired by any Stockholder.
As to any particular shares constituting TGI Shares, such shares will
cease to be subject to this Agreement if and when they have been
repurchased by TGI.
Section 9. Miscellaneous.
(a) Amendment and Waiver. Except as otherwise provided herein,
no modification, amendment or waiver of any provision of this Agreement
will be effective against a Stockholder, unless such modification,
amendment or waiver is approved in writing by such Stockholder. The
failure of any party to enforce any of the provisions of this Agreement
will in no way be construed as a waiver of such provisions and will not
affect the right of such party thereafter to enforce each and every
provision of this Agreement in accordance with its terms.
(b) Severability. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Agreement is
held to be invalid, illegal or unenforceable in any respect under any
applicable law or rule in any jurisdiction, such invalidity, illegality
or unenforceability will not affect any other provision or any other
jurisdiction, but this Agreement will be reformed, construed and
enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision had never been contained herein.
(c) Entire Agreement. This Agreement contains the entire
understanding among the parties with respect to the transactions
contemplated hereby and supersedes all other agreements and
understandings among the parties with respect to the subject matter of
this Agreement.
(d) Successors and Assigns. Except as otherwise provided
herein, this Agreement will bind and inure to the benefit of and be
enforceable by TGI and its successors and assigns, and the Stockholders
and any subsequent holders of TGI Shares, and the respective successors
and assigns of each of them, so long as they hold TGI Shares.
(e) Counterparts. This Agreement may be executed in
counterparts each of which will be an original and all of which taken
together shall constitute one and the same agreement.
(f) Notice. All notices and other communications that are
required to be or may be given under this Agreement shall be in writing
and shall be deemed to have been duly given when delivered in person or
transmitted by confirmed telecopy or upon receipt after dispatch by
overnight courier or by certified or registered mail, postage prepaid,
to the party to whom the notice is given. Notices shall be given to the
address for the respective party appearing under the party's signature
to this Agreement or to such other address as such party may designate
by giving notice of such change of address to the other parties to this
Agreement.
(g) Applicable Law. This Agreement shall be governed by and
construed in accordance with the domestic laws of the state of
Delaware, without giving effect to any choice of law or conflict of law
provision or rule (whether of the state of Delaware or any other
jurisdiction) that would cause the application of the laws of any
jurisdiction other than the state of Delaware.
(h) Headings. The sections and other headings contained in
this Agreement are for reference purposes only and shall not effect in
any way the meaning or interpretation of this Agreement.
The parties hereto have caused this Agreement to be executed by their
duly authorized officers as of the date first written above.
TREMONT GROUP, INC.
By: --------------------------------------------
Steven L. Watson, President
Address: Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
FAX: 972.448.1445
Attention: General Counsel
VALHI, INC.
By: --------------------------------------------
Steven L. Watson, President
Address: Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
FAX: 972.448.1445
Attention: General Counsel
TREMONT HOLDINGS, LLC
By: ---------------------------------------------
Robert D. Hardy, Vice President
Address: Two Greenspoint Plaza
16825 Northchase Drive
Suite 1200
Houston, Texas 77060-2544
FAX: 281.423.3333
Attention: General Counsel
TAX AGREEMENT
between
VALHI, INC.
and
NL INDUSTRIES, INC.
AGREEMENT dated as of January 1, 2001 by and among Valhi, Inc. ("VHI"),
a Delaware corporation having its principal executive offices at Three Lincoln
Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240, Contran Corporation
("Contran"), a Delaware corporation having its principal executive offices at
Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, TX 75240 and NL
Industries, Inc. ("NL"), a New Jersey corporation having its principal executive
offices at 16825 Northchase Drive, Suite 1200, Houston, Texas 77060.
WHEREAS, VHI and NL are eligible to file consolidated returns of
federal income taxes and, subject to certain jurisdictional limitations, will be
subject to combined state and local tax reporting effective January 1, 2001;
WHEREAS, VHI and NL wish to provide for the allocation of liabilities,
and procedures to be followed, with respect to federal income taxes of NL and
any subsidiaries of NL and with respect to certain combined state and local
taxes on the terms of this Agreement.
NOW, THEREFORE, in consideration of the promises and agreements herein
contained, the parties hereto agree as follows:
1. Definitions. As used in this Agreement, the following terms have the
meanings set forth below:
(a) Code: The Internal Revenue Code of 1986, as amended, and
with respect to any section thereof any successor provisions under such
Code or any successor Code.
(b) Combined Foreign, State and Local Taxes: For a taxable
period, the amount of all foreign, state and local taxes, together with
all interest and penalties with respect thereto, for which liability is
computed (1) on the basis of a combined, unitary or consolidated return
(whether at the initiative of the tax authority or of the taxpayer) and
(2) by reference to one or more members of the NL Group and one or more
members of the VHI Group not included in the NL Group.
(c) Contran Corporation: A Delaware corporation that is the
common parent of a group of corporations electing to file a
consolidated federal income tax return.
(d) Federal Taxes: All federal income taxes, together with all
interest and penalties with respect thereto.
(e) VHI Group: VHI and those of its direct and indirect
subsidiaries which join in the filing of a consolidated federal income
tax return with its common parent, Contran (the "Contran Tax Group"),
as such Group is constituted from time to time. For purposes of this
Agreement (to the extent related to Combined Foreign, State and Local
Taxes), the term "VHI Group" shall include all direct and indirect
subsidiaries of VHI with reference to which Combined Foreign, State and
Local Taxes are determined.
(f) NL Group: NL Industries, Inc. and each direct or indirect
subsidiary of NL which would be a member of an affiliated group, within
the meaning of section 1504(a) of the Code, of which NL was the common
parent, as such Group is constituted from time to time. For purposes of
this Agreement (to the extent related to Combined Foreign, State and
Local Taxes) , the term "NL Group" shall include all direct and
indirect subsidiaries of NL with reference to which Combined, Foreign,
State and Local taxes are determined.
(g) NL Group Tax Liability: For a taxable period, the
liability for Federal Taxes and Combined Foreign, State and Local
taxes, as applicable, that the NL Group would have had if it were not a
member of the VHI Group during such taxable period (or during any
taxable period prior thereto), and instead filed a separate
consolidated return for such taxable period (and during all prior
taxable periods beginning after December 31, 2000); provided, however,
that for purposes of determining such liability for a taxable period
all tax elections shall be consistent with the tax elections made by
Contran for such period. In making such tax elections it is understood
the Contran Corporation will make those tax elections which are
beneficial to the Contran Tax Group on a consolidated basis.
Nevertheless, Contran will use its best efforts in the case of those
elections which affect the computation of the NL Group Tax Liability,
to make elections in a reasonable manner so as to minimize the NL Group
Tax Liability.
2. Contran as Agent. Contran shall be the sole agent for the NL Group
in all matters relating to the NL Group Tax Liability. The NL Group shall not
(a) terminate such agency or (b) without the consent of Contran, participate, or
attempt to participate, in any matters related to the NL Group Tax Liability,
including, but not limited to, preparation or filing of, or resolution of
disputes, protests or audits with the Internal Revenue Service, state or local
taxing authorities concerning, the Contran Group's consolidated returns of
Federal Taxes, returns of Combined Foreign, State and Local Taxes or the NL
Group Tax Liability with respect thereto for any taxable period beginning after
December 31, 2000. The NL Group shall cooperate fully in providing Contran with
all information and documents necessary or desirable to enable Contran to
perform its obligations under this Section, including completion of Internal
Revenue Service and state or local tax audits in connection with such NL Group
Tax Liability and determination of the proper liability for such NL Group Tax
Liability.
3. Liability for Taxes; Refunds.
(a) VHI, as the common parent of the NL Group, shall be
responsible for, and shall pay to Contran or a taxing authority, as
applicable, the consolidated tax liability for the VHI Group and has
the sole right to any refunds received from Contran or a taxing
authority, as applicable, subject to the provisions of Sections 5 and 6
of this Agreement.
(b) Notwithstanding any other provision of this Agreement, NL
and each subsidiary of NL which is a member of the NL Group shall be
severally liable to VHI for the NL Group Tax Liability.
(c) NL shall indemnify VHI and hold it and the VHI Group other
than the NL Group, harmless from and against any deficiency in the NL
Group Tax Liability that may be due to VHI.
(d) VHI shall indemnify NL and hold it and the NL Group
harmless from and against any Federal Taxes and Combined Foreign, State
and Local Taxes attributable to the VHI Group or any other member of
the Contran Tax Group, other than the NL Group, as such taxes are
determined under this and other tax sharing agreements.
4. Tax Returns. VHI shall file on behalf of the NL Group any and all
federal, foreign, state and local tax returns that are required as they pertain
to the NL Group Tax Liability. The NL Group, at VHI's request, shall join in any
applicable consolidated returns of Federal Taxes and any returns of Combined
Foreign, State and Local Taxes (for which returns have not been theretofore
filed) and execute its consent to each such filing on any form as may be
prescribed for such consent if such consent is required. The decision of VHI's
Senior Vice President (or any other officer so designated by VHI) with
responsibility for tax matters shall, subject to the provisions of this
Agreement, be binding in any dispute between VHI and the NL Group as to what tax
position should be taken with respect to any item or transaction of the NL
Group. The preceding sentence is limited to the tax positions that affect the NL
Group Tax Liability and the combined VHI Group and Contran Tax Group. In
addition, VHI and members of the VHI Group, including NL and members of the NL
Group, shall provide each other with such cooperation, assistance and
information as each of them may request of the other with respect to the filing
of any tax return, amended return, claim for refund or other document with any
taxing authority. NL shall be solely responsible for all taxes due for the NL
Group with respect to tax returns filed by NL or a member of the NL Group that
are required to be filed on a separate company basis, independent of VHI.
5. Payment of NL Group Tax Liability for Federal Taxes. On or before
each date, as determined under section 6655 of the Code, for payment of an
installment of estimated Federal Taxes, NL shall pay to VHI an amount equal to
the installment which the NL Group would have been required to pay as an
estimated payment of Federal Taxes to the Internal Revenue Service if it were
filing a separate consolidated return in respect of the NL Group Tax Liability.
Any balance owed with respect to the NL Group Tax Liability for such taxable
period shall be paid to VHI on or before the 15th day of the third month after
the close of such taxable period. If it is not possible to determine the amount
of such balance on or before such day, (a) a reasonable estimate thereof shall
be paid on or before such day, (b) the amount of such balance shall be finally
determined on or before the earlier of; (i) the 15th day of the ninth month
after the close of such taxable period and (ii) the date on which the
consolidated tax return containing the NL Group for such period is filed with
the Internal Revenue Service, and (c) any difference between the amount so
determined and the estimated amount paid shall; (i) in the case of an
underpayment, be promptly paid to VHI and (ii) in the case of an overpayment, be
promptly refunded or applied against the estimated NL Group Tax Liability for
the immediately following tax period, at the option of VHI. If the overpayment
is not applied to the immediately following tax period, such overpayment shall
be promptly refunded to the NL Group. As between the parties to this Agreement,
the NL Group shall be solely responsible for the NL Group Tax Liability and
shall have no responsibility for Federal Taxes of the VHI Group or the Contran
Group other than payment of the NL Group Tax Liability in accordance with the
terms of this Agreement.
6. Refunds for NL Group Losses and Credits for Federal Taxes. If the
calculation with respect to the NL Group Tax Liability for Federal Taxes results
in a net operating loss ("NOL") for the current tax period that, in the absence
of a Code Section 172(b)(3) election made by Contran, is carried back under Code
Sections 172 and 1502 to a prior taxable period or periods of the NL Group with
respect to which the NL Group previously made payments to VHI, then, in that
event, VHI shall pay (or credit) NL an amount equal to the tax refund to which
the NL Group would have been entitled had the NL Group filed a separate
consolidated federal income tax return for such year (but not in excess of the
net aggregate amount of the NL Group Tax Liability paid to VHI with respect to
the preceding two taxable periods). If the calculation with respect to the NL
Group Tax Liability results in an NOL for the current tax period, that subject
to the Code Section 172(b)(3) election made by Contran, is not carried back
under Code Sections 172 and 1502 to a prior taxable period or periods of the NL
Group with respect to which NL made payments to VHI or is not carried back
because the Contran Tax Group does not have a consolidated net operating loss
for the current tax period, then, in that event such NOL shall be an NOL
carryover to be used in computing the NL Group Tax Liability for future taxable
periods, under the law applicable to NOL carryovers in general, as such law
applies to the relevant taxable period. Furthermore, if the NL Group would have
been entitled to a refund of Federal Taxes for any year had the NL Group filed a
separate consolidated federal income tax return for the loss year and the
carryback year, VHI shall pay to NL the amount which NL would have received as a
refund from the Internal Revenue Service. Payments made pursuant to this Section
6 shall be made on the date that Contran (or any successor common parent of a
tax group to which the VHI Group is a member) files its consolidated federal
income tax return for the taxable period involved. Principles similar to those
discussed in this Section 6 shall apply in the case of the utilization of all NL
Group loss and credit carrybacks and carryovers.
7. Payment of NL Group Tax Liability for Foreign, State and Local
Taxes. The foregoing principles contained in Sections 5 and 6 shall apply in
similar fashion to any consolidated or combined foreign, state or other local
income tax returns, containing any member of the VHI Group and any member of the
NL Group that is not also a member of the VHI Group, which may be filed.
8. Subsequent Adjustments. If any settlement with the Internal Revenue
Service, foreign, state or local tax authority or court decision which has
become final results in any adjustment to any item of income, deduction, loss
or credit to the VHI Group in respect of any taxable period subject to this
Agreement, which, in any such case, affects or relates to any member of the NL
Group as constituted during such taxable period, the NL Tax Group Liability
shall be redetermined to give effect to such adjustment as if it had been made
as part of or reflected in the original computation of the NL Tax Group
Liability and proper adjustment of amounts paid or owing hereunder in respect
of such liability and allocation shall be promptly made in light thereof.
9. Amendments. This Agreement may be amended, modified, superseded or
cancelled, and any of the terms, covenants, or conditions hereof may be waived,
only by a written instrument specifically referring to this Agreement and
executed by both parties (or, in the case of a waiver, by or on behalf of the
party waiving compliance). The failure of either party at any time or times to
require performance of any provision of this Agreement shall in no manner affect
the right at a later time to enforce the same. No waiver by either party of any
condition, or of any breach of any term or covenant, contained in this
Agreement, in any one or more instances, shall be deemed to be or construed as a
further or continuing waiver of any such condition or breach, or a waiver of any
other condition or of any breach of any other term or covenant.
10. Retention of Records. VHI shall retain all tax returns, tax
reports, related workpapers and all schedules (along with all documents that
pertain to any such tax returns, reports or workpapers) that relate to a taxable
period in which the NL Group is included in a consolidated or combined tax
return with VHI. VHI shall make such documents available to NL at NL's request.
VHI shall not dispose of such documents without the permission of NL.
11. Headings. The headings of this Agreement are for convenience of
reference only, and shall not in any way affect the meaning or interpretation of
this Agreement.
12. Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware without regard to conflicts of
laws provisions.
13. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be an original, but all of which shall
constitute but one agreement.
14. Successors. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective subsidiaries, and their
respective successors and assigns.
15. Effective Date. This Agreement shall be effective as of January 1,
2001.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first above written.
VALHI, INC.
By:
-------------------------------------
William J. Lindquist
Senior Vice President
[Seal]
ATTEST:
CONTRAN CORPORATION
By:
---------------------------------------
William J. Lindquist
Senior Vice President
[Seal]
ATTEST:
NL INDUSTRIES, INC.
By:
---------------------------------------
Robert D. Hardy
Vice President and Controller
ATTEST:
TAX AGREEMENT
between
VALHI, INC.
and
TREMONT CORPORATION
AGREEMENT dated as of January 1, 2001 by and among Valhi, Inc. ("VHI"),
a Delaware corporation having its principal executive offices at Three Lincoln
Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240, Contran Corporation
("Contran"), a Delaware corporation having its principal executive offices at
Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, TX 75240 and Tremont
Corporation ("Tremont"), a New Jersey corporation having its principal executive
offices at 1999 Broadway, Suite 4300, Denver, CO 80202.
WHEREAS, VHI and Tremont are eligible to file consolidated returns of
federal income taxes and, subject to certain jurisdictional limitations, will be
subject to combined state and local tax reporting effective January 1, 2001;
WHEREAS, VHI and Tremont wish to provide for the allocation of
liabilities, and procedures to be followed, with respect to federal income taxes
of Tremont and any subsidiaries of Tremont and with respect to certain combined
state and local taxes on the terms of this Agreement.
NOW, THEREFORE, in consideration of the promises and agreements herein
contained, the parties hereto agree as follows:
1. Definitions. As used in this Agreement, the following terms have the
meanings set forth below:
(a) Code: The Internal Revenue Code of 1986, as amended, and
with respect to any section thereof any successor provisions under such
Code or any successor Code.
(b) Combined Foreign, State and Local Taxes: For a taxable
period, the amount of all foreign, state and local taxes, together with
all interest and penalties with respect thereto, for which liability is
computed (1) on the basis of a combined, unitary or consolidated return
(whether at the initiative of the tax authority or of the taxpayer) and
(2) by reference to one or more members of the Tremont Group and one or
more members of the VHI Group not included in the Tremont Group.
(c) Contran Corporation: A Delaware corporation that is the
common parent of a group of corporations electing to file a
consolidated federal income tax return.
(d) Federal Taxes: All federal income taxes, together with all
interest and penalties with respect thereto.
(e) VHI Group: VHI and those of its direct and indirect
subsidiaries which join in the filing of a consolidated federal income
tax return with its common parent, Contran (the "Contran Tax Group"),
as such Group is constituted from time to time. For purposes of this
Agreement (to the extent related to Combined Foreign, State and Local
Taxes), the term "VHI Group" shall include all direct and indirect
subsidiaries of VHI with reference to which Combined Foreign, State and
Local Taxes are determined.
(f) Tremont Group: Tremont Corporation and each direct or
indirect subsidiary of Tremont which would be a member of an affiliated
group, within the meaning of section 1504(a) of the Code, of which
Tremont was the common parent, as such Group is constituted from time
to time. For purposes of this Agreement (to the extent related to
Combined Foreign, State and Local Taxes) , the term "Tremont Group"
shall include all direct and indirect subsidiaries of Tremont with
reference to which Combined, Foreign, State and Local taxes are
determined.
(g) Tremont Group Tax Liability: For a taxable period, the
liability for Federal Taxes and Combined Foreign, State and Local
taxes, as applicable, that the Tremont Group would have had if it were
not a member of the VHI Group during such taxable period (or during any
taxable period prior thereto), and instead filed a separate
consolidated return for such taxable period (and during all prior
taxable periods beginning after December 31, 2000); provided, however,
that for purposes of determining such liability for a taxable period
all tax elections shall be consistent with the tax elections made by
Contran for such period. In making such tax elections it is understood
the Contran Corporation will make those tax elections which are
beneficial to the Contran Tax Group on a consolidated basis.
Nevertheless, Contran will use its best efforts in the case of those
elections which affect the computation of the Tremont Group Tax
Liability, to make elections in a reasonable manner so as to minimize
the Tremont Group Tax Liability.
2. Contran as Agent. Contran shall be the sole agent for the Tremont
Group in all matters relating to the Tremont Group Tax Liability. The Tremont
Group shall not (a) terminate such agency or (b) without the consent of Contran,
participate, or attempt to participate, in any matters related to the Tremont
Group Tax Liability, including, but not limited to, preparation or filing of, or
resolution of disputes, protests or audits with the Internal Revenue Service,
state or local taxing authorities concerning, the Contran Group's consolidated
returns of Federal Taxes, returns of Combined Foreign, State and Local Taxes or
the Tremont Group Tax Liability with respect thereto for any taxable period
beginning after December 31, 2000. The Tremont Group shall cooperate fully in
providing Contran with all information and documents necessary or desirable to
enable Contran to perform its obligations under this Section, including
completion of Internal Revenue Service and state or local tax audits in
connection with such Tremont Group Tax Liability and determination of the proper
liability for such Tremont Group Tax Liability.
3. Liability for Taxes; Refunds.
(a) Valhi, as the common parent of the Tremont Group, shall be
responsible for, and shall pay to Contran or a taxing authority, as
applicable, the consolidated tax liability for the VHI Group and has
the sole right to any refunds received from Contran or a taxing
authority, as applicable, subject to the provisions of Sections 5 and 6
of this Agreement.
(b) Notwithstanding any other provision of this Agreement,
Tremont and each subsidiary of Tremont which is a member of the Tremont
Group shall be severally liable to VHI for the Tremont Group Tax
Liability.
(c) Tremont shall indemnify VHI and hold it and the VHI Group
other than the Tremont Group, harmless from and against any deficiency
in the Tremont Group Tax Liability that may be due to VHI.
(d) VHI shall indemnify Tremont and hold it and the Tremont
Group harmless from and against any Federal Taxes and Combined Foreign,
State and Local Taxes attributable to the VHI Group or any other member
of the Contran Tax Group, other than the Tremont Group, as such taxes
are determined under this and other tax sharing agreements.
4. Tax Returns. VHI shall file on behalf of the Tremont Group any and
all federal, foreign, state and local tax returns that are required as they
pertain to the Tremont Group Tax Liability. The Tremont Group, at VHI's request,
shall join in any applicable consolidated returns of Federal Taxes and any
returns of Combined State and Local Taxes (for which returns have not been
theretofore filed) and execute its consent to each such filing on any form as
may be prescribed for such consent if such consent is required. The decision of
VHI's Senior Vice President (or any other officer so designated by VHI) with
responsibility for tax matters shall, subject to the provisions of this
Agreement, be binding in any dispute between VHI and the Tremont Group as to
what tax position should be taken with respect to any item or transaction of the
Tremont Group. The preceding sentence is limited to the tax positions that
affect the Tremont Group Tax Liability and the combined VHI Group and Contran
Tax Group. In addition, VHI and members of the VHI Group, including Tremont and
members of the Tremont Group, shall provide each other with such cooperation,
assistance and information as each of them may request of the other with respect
to the filing of any tax return, amended return, claim for refund or other
document with any taxing authority. Tremont shall be solely responsible for all
taxes due for the Tremont Group with respect to tax returns filed by Tremont or
a member of the Tremont Group that are required to be filed on a separate
company basis, independent of VHI.
5. Payment of Tremont Group Tax Liability for Federal Taxes. On or
before each date, as determined under section 6655 of the Code, for payment of
an installment of estimated Federal Taxes, Tremont shall pay to VHI an amount
equal to the installment which the Tremont Group would have been required to pay
as an estimated payment of Federal Taxes to the Internal Revenue Service if it
were filing a separate consolidated return in respect of the Tremont Group Tax
Liability. Any balance owed with respect to the Tremont Group Tax Liability for
such taxable period shall be paid to VHI on or before the 15th day of the third
month after the close of such taxable period. If it is not possible to determine
the amount of such balance on or before such day, (a) a reasonable estimate
thereof shall be paid on or before such day, (b) the amount of such balance
shall be finally determined on or before the earlier of; (i) the 15th day of the
ninth month after the close of such taxable period and (ii) the date on which
the consolidated tax return containing the Tremont Group for such period is
filed with the Internal Revenue Service, and (c) any difference between the
amount so determined and the estimated amount paid shall; (i) in the case of an
underpayment, be promptly paid to VHI and (ii) in the case of an overpayment, be
promptly refunded or applied against the estimated Tremont Group Tax Liability
for the immediately following tax period, at the option of VHI. If the
overpayment is not applied to the immediately following tax period, such
overpayment shall be promptly refunded to the Tremont Group. As between the
parties to this Agreement, the Tremont Group shall be solely responsible for the
Tremont Group Tax Liability and shall have no responsibility for Federal Taxes
of the VHI Group or the Contran Group other than payment of the Tremont Group
Tax Liability in accordance with the terms of this Agreement.
6. Refunds for Tremont Group Losses and Credits for Federal Taxes. If
the calculation with respect to the Tremont Group Tax Liability for Federal
Taxes results in a net operating loss ("NOL") for the current tax period that,
in the absence of a Code Section 172(b)(3) election made by Contran, is carried
back under Code Sections 172 and 1502 to a prior taxable period or periods of
the Tremont Group with respect to which the Tremont Group previously made
payments to VHI, then, in that event, VHI shall pay (or credit) Tremont an
amount equal to the tax refund to which the Tremont Group would have been
entitled had the Tremont Group filed a separate consolidated federal income tax
return for such year (but not in excess of the net aggregate amount of the
Tremont Group Tax Liability paid to VHI with respect to the preceding two
taxable periods). If the calculation with respect to the Tremont Group Tax
Liability results in an NOL for the current tax period, that subject to the Code
Section 172(b)(3) election made by Contran, is not carried back under Code
Sections 172 and 1502 to a prior taxable period or periods of the Tremont Group
with respect to which Tremont made payments to VHI or is not carried back
because the Contran Tax Group does not have a consolidated net operating loss
for the current tax period, then, in that event such NOL shall be an NOL
carryover to be used in computing the Tremont Group Tax Liability for future
taxable periods, under the law applicable to NOL carryovers in general, as such
law applies to the relevant taxable period. Furthermore, if the Tremont Group
would have been entitled to a refund of Federal Taxes for any year had the
Tremont Group filed a separate consolidated federal income tax return for the
loss year and the carryback year, VHI shall pay to Tremont the amount which
Tremont would have received as a refund from the Internal Revenue Service.
Payments made pursuant to this Section 6 shall be made on the date that Contran
(or any successor common parent of a tax group to which the VHI Group is a
member) files its consolidated federal income tax return for the taxable period
involved. Principles similar to those discussed in this Section 6 shall apply in
the case of the utilization of all Tremont Group loss and credit carrybacks and
carryovers.
7. Payment of Tremont Group Tax Liability for Foreign, State and Local
Taxes. The foregoing principles contained in Sections 5 and 6 shall apply in
similar fashion to any consolidated or combined foreign, state or other local
income tax returns, containing any member of the VHI Group and any member of the
Tremont Group that is not also a member of the VHI Group, which may be filed.
8. Subsequent Adjustments. If any settlement with the Internal Revenue
Service, foreign, state or local tax authority or court decision which has
become final results in any adjustment to any item of income, deduction, loss
or credit to the VHI Group in respect of any taxable period subject to this
Agreement, which, in any such case, affects or relates to any member of the
Tremont Group as constituted during such taxable period, the Tremont Tax Group
Liability shall be redetermined to give effect to such adjustment as if it had
been made as part of or reflected in the original computation of the Tremont
Tax Group Liability and proper adjustment of amounts paid or owing hereunder
in respect of such liability and allocation shall be promptly made in light
thereof.
9. Amendments. This Agreement may be amended, modified, superseded or
cancelled, and any of the terms, covenants, or conditions hereof may be waived,
only by a written instrument specifically referring to this Agreement and
executed by both parties (or, in the case of a waiver, by or on behalf of the
party waiving compliance). The failure of either party at any time or times to
require performance of any provision of this Agreement shall in no manner affect
the right at a later time to enforce the same. No waiver by either party of any
condition, or of any breach of any term or covenant, contained in this
Agreement, in any one or more instances, shall be deemed to be or construed as a
further or continuing waiver of any such condition or breach, or a waiver of any
other condition or of any breach of any other term or covenant.
10. Retention of Records. VHI shall retain all tax returns, tax
reports, related workpapers and all schedules (along with all documents that
pertain to any such tax returns, reports or workpapers) that relate to a taxable
period in which the Tremont Group is included in a consolidated or combined tax
return with VHI. VHI shall make such documents available to Tremont at Tremont's
request. VHI shall not dispose of such documents without the permission of
Tremont.
11. Headings. The headings of this Agreement are for convenience of
reference only, and shall not in any way affect the meaning or interpretation of
this Agreement.
12. Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware without regard to its
conflicts of laws provisions.
13. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be an original, but all of which shall
constitute but one agreement.
14. Successors. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective subsidiaries, and their
respective successors and assigns.
15. Effective Date. This Agreement shall be effective as of January 1,
2001.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first above written.
VALHI, INC.
By:
-------------------------------------
William J. Lindquist
Senior Vice President
[Seal]
ATTEST:
CONTRAN CORPORATION
By:
-------------------------------------
William J. Lindquist
Senior Vice President
[Seal]
ATTEST:
TREMONT CORPORATION
By:
-------------------------------------
Mark A. Wallace
Vice President, Chief Financial
Officer and Treasurer
ATTEST: