SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 20)*
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)
July 26, 2002
(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 5,154,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,154,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,154,588
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 5,154,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,154,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,154,588
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 5,154,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,154,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,154,588
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 5,154,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,154,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,154,588
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 5,154,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,154,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,154,588
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 5,154,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,154,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,154,588
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 5,154,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,154,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,154,588
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 5,154,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,154,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,154,588
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 5,154,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,154,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,154,588
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 5,154,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,154,588
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,154,588
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 5,154,588
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
5,154,588
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. 20
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 is amended as follows.
(a) This Statement is filed (i) by Tremont Group, Inc. ("TGI"), Tremont
Holdings, LLC ("TRE Holdings") and Valhi, Inc. ("Valhi") as the direct holders
of Shares, (ii) by virtue of the direct and indirect ownership of securities of
TGI, by TRE Holdings and Valhi, NL Industries, Inc. ("NL"), 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), by Harold C. Simmons (collectively, the "Reporting Persons"). By
signing this Statement, each Reporting Person agrees that this Statement is
filed on its or his behalf.
TGI, TRE Holdings and Valhi are the direct holders of approximately
80.0%, 0.1% and 0.1%, respectively, of the 6,424,858 Shares outstanding as of
May 13, 2002 according to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2002 (the "Outstanding Shares"). Together, TGI, TRE
Holdings and Valhi 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 61.8%
and 21.0%, 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 80.6%, 9.5%, 2.1%, 1.4%, 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 by
trusts established for the benefit of certain children and grandchildren of
Harold C. Simmons (the "Trusts"), of which Mr. Simmons is the sole trustee. As
sole trustee of each of the Trusts, Mr. Simmons has the power to vote and direct
the disposition of the shares of Contran stock held by each of the Trusts. Mr.
Simmons, however, disclaims beneficial ownership of any shares of Contran stock
that the Trusts hold.
The Foundation directly holds approximately 1.4% 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.
Harold C. Simmons' spouse is the direct owner 69,475 shares of NL
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.
(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) 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.
Item 3 is amended as follows.
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 to Item 4 except for the following:
On July 26, 2002, Valhi sent a letter to the board of directors of the
Company proposing (the "Proposal") a merger of Valhi and the Company pursuant to
which stockholders of the Company, other than Valhi, would receive between 2 and
2.5 shares of Valhi's common stock, par value $0.01 per share, for each
outstanding Share held. A copy of the letter is attached hereto as Exhibit 8 and
incorporated herein by reference (the "Proposal Letter"). On July 26, 2002,
Valhi issued a press release announcing the Proposal. A copy of the press
release is attached hereto as Exhibit 9 and incorporated herein by reference. On
July 29, 2002, the Company issued a press release announcing its receipt of the
Proposal Letter and that the Company expects its board of directors to form a
special committee comprised of board members unrelated to Valhi to review the
Proposal. A copy of the press release is attached hereto as Exhibit 10 and
incorporated herein by reference. There is no assurance that any transaction
will be consummated under the terms of the Proposal or otherwise.
Beginning on July 29, 2002, several purported stockholder class action
lawsuits were filed against the Company and Valhi and the Company's directors on
behalf of the Company's stockholders other than Valhi and its affiliates. The
complaints allege, among other things, that the defendants have breached
fiduciary duties owed to the Company's stockholders other than Valhi and its
affiliates with respect to the Proposal. Each of the complaints seeks class
certification and to enjoin the consummation of the Proposal and recover
attorneys' fees and expenses. The complaints also seek an award of damages if
the Proposal is consummated. None of the defendants has yet responded to the
lawsuits.
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
or persons that may be deemed to be affiliated with Contran may from time to
time purchase Shares, and any of the Reporting Persons or other entities or
persons that may be deemed to be affiliated with Contran may from time to time
dispose of all or a portion of the Shares held by such entity or person, or
cease buying or selling Shares. Any such additional purchases or sales of the
Shares may be in open market or privately negotiated transactions or otherwise.
As described under Item 2, Harold C. Simmons, through Contran, may be
deemed to control the Company.
The information included in Item 6 of this Statement is incorporated
herein by reference.
The Reporting Persons understand that prior purchases of Shares by each
of the persons named in Schedule B to this Statement (other than Harold C.
Simmons) were made for the purpose of each such person's personal investment.
Certain of the persons named in Schedule B to this Statement, namely J.
Landis Martin, Harold C. Simmons, Glenn R. Simmons, Thomas P. Stafford and
Steven L. Watson, are directors or officers of the Company and may acquire
Shares from time to time pursuant to benefit plans that the Company sponsors or
other compensation arrangements with the Company.
Except as described in this Item 4, none of the Reporting Persons nor,
to the best knowledge of such persons, any other person named in Schedule B to
the this Statement has formulated any plans or proposals that relate to or would
result in any matter required to be disclosed in response to paragraphs (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended as follows.
(a) TGI, TRE Holdings and Valhi are the direct holders of 5,141,421 of
the Shares (approximately 80.0% of the Outstanding Shares), 8,167 of the Shares
(approximately 0.1% of the Outstanding Shares) and 5,000 of the Shares
(approximately 0.1% of the Outstanding Shares), respectively.
By virtue of the relationships described under Item 2 of this
Statement:
(1) TRE Holdings and NL 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 directly hold; and
(2) 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 5,154,588 Shares
(approximately 80.2% of the Outstanding Shares) that TGI, TRE Holdings
and Valhi directly 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 directly holds;
(2) TRE Holdings and NL may each be deemed to share the power
to vote and direct the disposition of the Shares that TGI and TRE
Holdings directly hold; and
(3) 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, TRE Holdings and Valhi directly hold.
(d) Each of TGI, TRE Holdings and Valhi 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, 8,167 and 5,000 Shares, respectively, held by such entity.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Item 6 is amended as follows.
The information included in Item 4 of this Statement is hereby
incorporated herein by reference.
Except for the provisions and agreements previously 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 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 Form of Accession Agreement dated as of December 1, 2000
among Valhi, Inc., the Banks and U.S. Bank National
Association, as the administrative agent of the banks, and the
related promissory note in the original principal amount of
$5.0 million payable to the order of Texas Capital Bank
(incorporated by reference to Exhibit 4 to Amendment No. 63 to
the Schedule 13D filed on September 25, 2001 with the
Securities and Exchange Commission by Tremont Corporation,
Tremont Group, Inc., Tremont Holdings, LLC, 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 5 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 6 Certificate of Incorporation of Tremont Group, Inc.
(incorporated by reference to Exhibit 5 to Amendment No. 17 to
this Statement).
Exhibit 7 Voting Agreement dated as of December 31, 2000 between
Valhi, Inc. and Tremont Holdings, LLC (incorporated by
reference to Exhibit 6 to Amendment No. 17 to this Statement).
Exhibit 8 Letter dated July 26, 2002 from Valhi, Inc. to the board of
directors of Tremont Corporation (incorporated by reference to
Exhibit 99.1 to the Current Report on Form 8-K of Valhi, Inc.
the date of event of which is July 26, 2002).
Exhibit 9 Press Release of Valhi Inc. dated July 26, 2002
(incorporated by reference to Exhibit 99.2 to the Current
Report on Form 8-K of Valhi, Inc. the date of event of which
is July 26, 2002).
Exhibit 10* Press Release of Tremont Corporation dated July 29, 2002.
- ----------
* 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: August 2, 2002
/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: August 2, 2002
/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: August 2, 2002
/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
Schedule B is hereby amended and restated as follows:
The names of the directors and executive officers of Contran
Corporation ("Contran"), Dixie Holding Company ("Dixie Holding"), Dixie Rice
Agricultural Corporation, Inc. ("Dixie Rice"), the Harold Simmons Foundation,
Inc. (the "Foundation"), National City Lines, Inc. ("National"), 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
- ----------------------------- ---------------------------------
Eugene K. Anderson Vice president of Contran, Dixie Holding, Dixie Rice, National,
NOA, Southwest, TGI, VGI and Valhi; and treasurer of the
Foundation.
Thomas E. Barry (1) Vice president for executive affairs at Southern Methodist
University and professor of marketing in the Edwin L. Cox
School of Business at Southern Methodist University; and a
director of Valhi.
Norman S. Edelcup (2) Senior vice president business development of Florida
Savings Bancorp; director of Valhi; and trustee of the
Baron Funds, a mutual fund group.
Lisa Simmons Epstein Director and president of the Foundation.
David B. Garten (3) Vice president, general counsel and secretary of NL; and
vice president and secretary of Tremont Holdings, LLC
("TRE Holdings").
Edward J. Hardin (4) Partner of the law firm of Rogers & Hardin LLP; and a
director of Valhi.
Robert D. Hardy (3) Vice president, chief financial officer, controller and
treasurer of NL and vice president and controller of TRE
Holdings.
J. Mark Hollingsworth Vice president and general counsel of Contran, Dixie
Holding, Dixie Rice, National, NOA, Southwest, TGI, VGI
and Valhi; 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"); and acting general counsel of Keystone
Consolidated Industries, Inc. ("Keystone"), a manufacturer
of steel rod, wire and wire products that is affiliated
with Contran.
Keith A. Johnson Controller of the Foundation.
William J. Lindquist Director and senior vice president of Contran, Dixie Holding,
National, NOA, TGI and VGI; senior vice president of Dixie
Rice, Southwest and Valhi.
A. Andrew R. Louis Secretary of Contran, CompX, Dixie Holding, Dixie Rice,
National, NOA, Southwest, TGI, VGI and Valhi.
Kelly D. Luttmer Tax director of Contran, CompX, Dixie Holding, Dixie Rice,
National, NOA, Southwest, TGI, VGI and Valhi.
Ann Manix (5) Managing partner of Drucker Research Corporation, a
privately held industrial research firm; and director of
NL.
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 Tremont
Corporation (the "Company") and Titanium Metals
Corporation, a producer of titanium metal 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, National, NOA, TGI, VGI and Valhi; and vice president of
Southwest.
George E. Poston (9) President of Poston Real Estate Co., a privately held
commercial real estate investment company, and Poston
Capital Co., a privately held investment company; and
director of NL.
Glenn R. Simmons Vice chairman of the board of Contran, Dixie Holding, National,
NOA, TGI, VGI and Valhi; chairman of the board of CompX and
Keystone; director and executive vice president of Southwest
and Dixie Rice; and a director of NL, the Company and TIMET.
Harold C. Simmons Chairman of the board and chief executive officer of Contran,
Dixie Holding, Dixie Rice, the Foundation, National, NOA,
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) Vice president of Dixie Rice.
Thomas P. Stafford (10) Co-founder of Stafford, Burke and Hecker, Inc., a
consulting company; director of NL, the Company and TIMET;
and a director of CMI Corporation and The Wackenhut Corp.
Gregory M. Swalwell Vice president and controller of Contran, Dixie Holding,
National, NOA, 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, National, NOA,
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 (3) Executive vice president of NL.
- ----------
(1) The principal business address for Dr. Barry is Southern Methodist
University, Perkins Administration Bldg. #224, Dallas, Texas 75275.
(2) The principal business address for Mr. Edelcup is 8181 Southwest 117th
Street, Pinecrest, Florida 33156.
(3) The principal business address for Messrs. Garten, Hardy and Wigdor is
Two Greenspoint Plaza, 16825 Northchase Drive, Suite 1200, Houston,
Texas 77060.
(4) The principal business address for Mr. Hardin is 229 Peachtree Street,
N.E., Suite 2700, Atlanta, Georgia 30303.
(5) The principal business address for Ms. Manix is 6905 Telegraph Road,
Suite 300, Bloomfield Hills, Michigan 48301.
(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. Poston is 3407 North Hall
Street, Dallas, Texas 75219.
(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
Schedule C is hereby amended and restated as follows:
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 personally beneficially own Shares, as outlined below:
Shares Options
Name Held Held (1) Total
-------------------------- ----------- ----------- -----------
Eugene K. Anderson -0- -0- -0-
Thomas E. Barry -0- -0- -0-
Norman S. Edelcup -0- -0- -0-
Lisa Simmons Epstein 298 -0- 298
David B. Garten -0- -0- -0-
Edward J. Hardin -0- -0- -0-
Robert D. Hardy -0- -0- -0-
J. Mark Hollingsworth -0- -0- -0-
Keith A. Johnson -0- -0- -0-
William J. Lindquist -0- -0- -0-
A. Andrew R. Louis -0- -0- -0-
Kelly D. Luttmer -0- -0- -0-
Ann Manix -0- -0- -0-
J. Landis Martin (2) 20,788 -0- 20,788
Andrew McCollam, Jr. -0- -0- -0-
Harold M. Mire -0- -0- -0-
Bobby D. O'Brien -0- -0- -0-
George E. Poston -0- -0- -0-
Glenn R. Simmons 19 -0- 19
Harold C. Simmons (2) -0- -0- -0-
Richard A. Smith -0- -0- -0-
Thomas P. Stafford -0- 4,000 4,000
Gregory M. Swalwell -0- -0- -0-
J. Walter Tucker, Jr. (3) 875 -0- -0-
Steven L. Watson 4,474 -0- 4,474
Lawrence A. Wigdor -0- -0- -0-
- ----------
(1) Represents Shares issuable pursuant to the exercise of stock options
within 60 days of the date of this Statement.
(2) Mr. Simmons may be deemed to possess indirect beneficial ownership of
the Shares as described in Item 5(a) of this Statement. Mr. Simmons
disclaims beneficial ownership of all Shares.
(3) Includes 525 Shares directly held by a corporation of which Mr. Tucker
is the sole stockholder.
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 Form of Accession Agreement dated as of December 1, 2000
among Valhi, Inc., the Banks and U.S. Bank National
Association, as the administrative agent of the banks, and the
related promissory note in the original principal amount of
$5.0 million payable to the order of Texas Capital Bank
(incorporated by reference to Exhibit 4 to Amendment No. 63 to
the Schedule 13D filed on September 25, 2001 with the
Securities and Exchange Commission by Tremont Corporation,
Tremont Group, Inc., Tremont Holdings, LLC, 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 5 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 6 Certificate of Incorporation of Tremont Group, Inc.
(incorporated by reference to Exhibit 5 to Amendment No. 17 to
this Statement).
Exhibit 7 Voting Agreement dated as of December 31, 2000 between
Valhi, Inc. and Tremont Holdings, LLC (incorporated by
reference to Exhibit 6 to Amendment No. 17 to this Statement).
Exhibit 8 Letter dated July 26, 2002 from Valhi, Inc. to the board of
directors of Tremont Corporation (incorporated by reference to
Exhibit 99.1 to the Current Report on Form 8-K of Valhi, Inc.
the date of event of which is July 26, 2002).
Exhibit 9 Press Release of Valhi Inc. dated July 26, 2002
(incorporated by reference to Exhibit 99.2 to the Current
Report on Form 8-K of Valhi, Inc. the date of event of which
is July 26, 2002).
Exhibit 10* Press Release of Tremont Corporation dated July 29, 2002.
- ----------
* Filed herewith.
Valhi Proposes Merger With Tremont
DENVER, July 29, 2002 . . . Tremont Corporation ("Tremont") (NYSE: TRE)
announced today that it has received a merger proposal from Valhi, Inc. (NYSE:
VHI). Valhi's proposal contemplates that stockholders of Tremont (including NL
Industries, Inc.) other than Valhi would receive between 2 and 2.5 shares of
Valhi common stock for each share of Tremont common stock. Valhi and NL together
currently own approximately 80% of the 6,424,858 shares of Tremont common stock
outstanding.
Tremont said it expects its Board of Directors to form a special
committee comprised of Board members unrelated to Valhi to review the proposal.
Tremont, headquartered in Denver, Colorado, is principally a holding
company with operations in the titanium metals business, conducted through
Titanium Metals Corporation (TIMET), in the titanium dioxide pigments business,
conducted through NL, and in real estate development, conducted through The
Landwell Company.
* * * * *
