SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 65)*
VALHI, INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
918905 10 0
(CUSIP Number)
STEVEN L. WATSON
THREE LINCOLN CENTRE
SUITE 1700
5430 LBJ FREEWAY
DALLAS, TEXAS 75240-2694
(972) 233-1700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 4, 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. 918905 10 0
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Valhi Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 92,739,554
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
92,739,554
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,739,554
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.6%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 918905 10 0
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
National City Lines, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 103,630,563
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
103,630,563
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
103,630,563
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
90.0%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 918905 10 0
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NOA, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 103,630,563
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
103,630,563
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
103,630,563
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
90.0%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 918905 10 0
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dixie Holding Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 92,739,554
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
92,739,554
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,739,554
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.6%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 918905 10 0
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dixie Rice Agricultural Corporation, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 92,739,554
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
92,739,554
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,739,554
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.6%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 918905 10 0
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Southwest Louisiana Land Company, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 103,630,563
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
103,630,563
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
103,630,563
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
90.0%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 918905 10 0
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Contran Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 106,513,263
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
106,513,263
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
106,513,263
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
92.5%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 918905 10 0
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harold C. Simmons
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS(SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
3,383
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 108,228,263
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 3,383
10 SHARED DISPOSITIVE POWER
108,228,263
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,383
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ X ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
IN
AMENDMENT NO. 65
TO SCHEDULE 13D
This amended statement on Schedule 13D (this "Statement") relates to
the common stock, par value $0.01 per share (the "Shares"), of Valhi, Inc., a
Delaware corporation (the "Company"). Items 2, 4, 6 and 7 of this Statement are
hereby amended as set forth below.
Item 2. Identity and Background
Item 2(a) is amended and restated as follows.
(a) This Statement is filed (i) by Valhi Group, Inc. ("VGI") and
National City Lines, Inc. ("National") as the direct holders of Shares, (ii) by
virtue of the direct and indirect ownership of securities of VGI and National
(as described below in this Statement), by NOA, Inc. ("NOA"), Dixie Holding
Company ("Dixie Holding"), Dixie Rice Agricultural Corporation, Inc. ("Dixie
Rice"), Southwest Louisiana Land Company, Inc. ("Southwest") and Contran
Corporation ("Contran") and (iii) by virtue of his positions with Contran and
certain of the other entities (as reported on this Statement), by Harold C.
Simmons (collectively, the "Reporting Persons"). By signing this Statement, each
Reporting Person agrees that this Statement is filed on its or his behalf.
VGI, National and Contran are the direct holders of approximately
80.6%, 9.5% and 2.1%, respectively, of the 115,118,917 Shares outstanding as of
November 20, 2002 according to information furnished by the Company (the
"Outstanding Shares"). Together, VGI, National and Contran may be deemed to
control the Company. National, NOA and Dixie Holding are the direct holders of
approximately 73.3%, 11.4% and 15.3%, respectively, of the outstanding common
stock of VGI. Together, National, NOA and Dixie Holding may be deemed to control
VGI. Contran and NOA are the direct holders of approximately 85.7% and 14.3%,
respectively, of the outstanding common stock of National and together may be
deemed to control National. Contran and Southwest are the direct holders of
approximately 49.9% and 50.1%, respectively, of the outstanding common stock of
NOA and together may be deemed to control NOA. Dixie Rice is the direct holder
of 100% of the outstanding common stock of Dixie Holding and may be deemed to
control Dixie Holding. Contran is the holder of 100% of the outstanding common
stock of Dixie Rice and may be deemed to control Dixie Rice. Contran is the
holder of approximately 88.9% of the outstanding common stock of Southwest and
may be deemed to control Southwest.
Substantially all of Contran's outstanding voting stock is held by
trusts established for the benefit of certain children and grandchildren of
Harold C. Simmons (the "Trusts"), of which Mr. Simmons is the sole trustee. 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 Harold Simmons Foundation, Inc. (the "Foundation") directly holds
approximately 1.4% of the Outstanding Shares. 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 Contran Deferred Compensation Trust No. 2 (the "CDCT No. 2")
directly holds approximately 0.4% of the Outstanding Shares. U.S. Bank National
Association serves as the trustee of the CDCT No. 2. Contran established the
CDCT No. 2 as an irrevocable "rabbi trust" to assist Contran in meeting certain
deferred compensation obligations that it owed to Harold C. Simmons. If the CDCT
No. 2 assets are insufficient to satisfy such obligations, Contran is obligated
to satisfy the balance of such obligations as they come due. Pursuant to the
terms of the CDCT No. 2, Contran (i) retains the power to vote the Shares held
directly by the CDCT No. 2, (ii) retains dispositive power over such Shares and
(iii) may be deemed the indirect beneficial owner of such Shares. The
description of the CDCT No. 2 is qualified in its entirety by reference to the
copy of the Amended and Restated Contran Deferred Compensation Trust No. 2
Agreement between Contran and U.S. Bank National Association filed as Exhibit 1
to Amendment No. 64 to this Statement, which agreement is incorporated herein by
reference.
The Combined Master Retirement Trust, a trust the Company formed to
permit the collective investment by trusts that maintain the assets of certain
employee benefit plans the Company and related companies adopt (the "CMRT"),
directly holds approximately 0.1% of the Outstanding Shares. The Company
established the CMRT as a trust to permit the collective investment by master
trusts that maintain the assets of certain employee benefit plans the Company
and related companies adopt. Mr. Simmons is the sole trustee of the CMRT and a
member of the trust investment committee for the CMRT. Mr. Simmons is a
participant in one or more of the employee benefit plans that invest through the
CMRT.
Mr. Harold C. Simmons is chairman of the board and chief executive
officer of VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest and Contran
and chairman of the board 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 such entities and (b) Mr. Simmons and certain of such entities may be
deemed to possess indirect beneficial ownership of the Shares directly held by
certain of such other entities. However, Mr. Simmons disclaims beneficial
ownership of the Shares beneficially owned, directly or indirectly, by any of
such entities, except to the extent of his interest as a beneficiary of the CDCT
No. 2 and his vested beneficial interest, if any, in the Shares held by the
CMRT.
The Company and Tremont Corporation ("Tremont") are the direct holders
of approximately 63.2% and 21.4%, respectively, of the outstanding common stock
of NL Industries, Inc. ("NL") and together may be deemed to control NL. Tremont
Group, Inc. ("TGI"), NL and the Company are the holders of approximately 80.0%,
0.1% and 0.1%, respectively, of the outstanding shares of common stock of
Tremont and together may be deemed to control Tremont. The Company and NL are
the direct holders of approximately 80.0% and 20.0%, respectively, of the
outstanding common stock of TGI. Together the Company and NL may be deemed to
control TGI. Mr. Harold C. Simmons is chairman of the board and chief executive
officer of TGI, chairman of the board of NL and a director of Tremont.
Valmont Insurance Company ("Valmont") and a subsidiary of NL directly
own 1,000,000 Shares and 1,186,200 Shares, respectively. The Company is the
direct holder of 100% of the outstanding common stock of Valmont and may be
deemed to control Valmont. Pursuant to Delaware law, the Company treats the
Shares 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.
Certain information concerning the directors and executive officers of
the Reporting Persons, including offices held by Mr. Simmons, is set forth on
Schedule B attached hereto and incorporated herein by reference.
Item 4. Purpose of Transaction
Item 4 is amended as follows.
On November 4, 2002, the Company and Tremont entered into an Agreement
and Plan of Merger, as amended, for the Company to acquire Tremont in a
stock-for-stock exchange (the "Merger Agreement"). The description of the Merger
Agreement contained in this Statement is qualified in its entirety by reference
to Appendix A to the Registration Statement on Form S-4 (Reg. No. 333-101244)
filed by the Company on November 15, 2002 (the "Registration Statement") with
the Securities and Exchange Commission (the "Commission"), which Appendix A is
incorporated herein by reference. Pursuant to the Merger Agreement, a wholly
owned subsidiary of the Company will merge (the "Merger") with and into Tremont
with Tremont being the surviving entity. In the Merger, each stockholder of
Tremont, other than the Company and TGI, will receive 3.4 Shares for each
outstanding share of Tremont common stock held by such stockholder. The Merger
Agreement provides that Tremont's stockholders will receive cash in lieu of the
Company issuing any fractional Shares in the Merger. The Merger is subject to
customary closing conditions and will require the approval of the holders of a
majority of the outstanding shares of Tremont common stock. TGI has indicated
that it intends to vote its shares of Tremont common stock in favor of adoption
of the Merger Agreement. Therefore, assuming that TGI so votes its shares of
Tremont common stock, the Merger Agreement will be adopted and the Merger will
be completed.
On November 4, 2002, the Company and TGI entered into an Agreement and
Plan of Merger for the Company to acquire all of TGI in a stock-for-stock
exchange (the "TGI Merger Agreement"). The description of the TGI Merger
Agreement contained in this Statement is qualified in its entirety by reference
to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002, which agreement is incorporated herein by reference.
Pursuant to the TGI Merger Agreement, a wholly owned subsidiary of the Company
will merge (the "TGI Merger") with and into TGI with TGI being the surviving
entity. In the TGI Merger, the Company will issue 3,495,200 Shares in exchange
for NL's approximately 20% ownership interest in TGI. The number of Shares to be
issued to NL in the TGI Merger is equal to NL's approximately 20% pro rata
interest in the 5,141,421 shares of Tremont common stock currently owned by TGI,
adjusted for the same 3.4 exchange ratio in the Merger. The effectiveness of the
TGI Merger, which has been approved by TGI's stockholders, is a condition to
Tremont's obligations to close the Merger.
Since NL is a majority owned subsidiary of the Company, pursuant to
Delaware law Valhi will treat any Shares issued to NL in the Merger or the TGI
Merger as treasury stock for voting purposes.
On November 5, 2002, the Company and Tremont issued a joint press
release disclosing the execution of the Merger Agreement. A copy of the press
release is incorporated herein by reference to the Form 425 filed by the Company
with the Commission on November 5, 2002.
On November 15, 2002, the Company filed the Registration Statement to
register the Shares to be issued in the Merger. The prospectus included in the
Registration Statement also serves as a proxy statement pursuant to which
Tremont's board of directors plans to solicit proxies from Tremont's
stockholders to adopt the Merger Agreement. The information contained in the
Registration Statement under the captions "The Merger - General Description,"
"-- Background of the Merger," "- Valhi's Reasons for the Merger," "- Ownership
Interests in Valhi Common Stock After the Merger," "- Management and Operations
After the Merger," "- Litigation Relating to the Merger" and "Related
Transactions to Be Completed Immediately Prior to and as Soon as Possible
Following the Completion of the Merger," is incorporated herein by reference.
The information contained in the prospectus/proxy statement that is a part of
the Registration Statement is not complete and may be changed. The Company
cannot sell the securities to be issued in the Merger until the Commission
declares the Registration Statement effective. The prospectus/proxy statement
that is a part of the Registration Statement is not an offer to sell such
securities and it is not soliciting an offer to buy such securities in any state
where offers or sales are not permitted. The prospectus/proxy statement that is
a part of the Registration Statement is not soliciting material from Tremont's
board of directors in connection with the solicitation of proxies for the
adoption of the Merger Agreement.
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 Amendment No. 65 to 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
Eugene K. Anderson, Robert D. Graham, J. Mark Hollingsworth, William J.
Lindquist, A. Andrew R. Louis, Kelly D. Luttmer, Bobby D. O'Brien, Harold C.
Simmons, Glenn R. Simmons, Gregory M. Swalwell and Steven L. Watson are
directors or officers of the Company and may acquire Shares from time to time
pursuant to benefit plans that the Company sponsors or other compensation
arrangements with the Company.
Except as described in this Item 4, none of the Reporting Persons nor,
to the best knowledge of such persons, any other person named in Schedule B to
the this Statement has formulated any plans or proposals that relate to or would
result in any matter required to be disclosed in response to paragraphs (a)
through (j) of Item 4 of Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Item 6 is amended as follows.
Contran and National are parties to a $25.0 million revolving credit
and letter of credit facility dated as of September 3, 1998, as amended and
supplemented through August 28, 2002, with U.S. Bank National Association (the
"U.S. Bank Facility"). Borrowings under the U.S. Bank Facility bear interest at
the rate announced publicly from time to time by each bank as its base rate or
at a rate of 1.75% over the London interbank offered rate of interest ("LIBOR"),
are due August 28, 2003 or such extended maturity date as may be mutually agreed
to, and are collateralized by, among other things, certain Shares. On November
20, 2002, no amounts had been borrowed, approximately $6.6 million of letters of
credit were outstanding and National had pledged 6,000,000 Shares under the U.S.
Bank Facility. The foregoing summary of the U.S. Bank Facility is qualified in
its entirety by reference to Exhibits 1 through 5 to Amendment No. 63 to this
Statement, Exhibits 11 and 12 to Amendment No. 64 to this Statement, and Exhibit
16 to this Amendment No. 65 to this Statement, all of which are incorporated
herein by this reference.
Dixie Rice is a party to a $1.5 million credit facility dated as of
August 18, 1986 with Southern Methodist University (the "SMU Facility").
Borrowings under the SMU Facility bear interest at the greater or 7.5% per annum
or 76% of the Shearson Lehman Brothers, Inc. Bond Market Report -- Corporate
Bond Index -- Long Term (Average) Yield, are due in forty equal quarterly
installments beginning September 30, 1996 and ending on June 30, 2006 and are
secured by certain Shares. As of November 20, 2002, $562,500 principal amount
was outstanding under the SMU Facility and 150,000 Shares had been pledged under
the SMU Facility. The Shares pledged under the SMU Facility are held directly by
Contran but loaned to Dixie Rice pursuant to a Collateral Agreement, dated
December 29, 1988 between Dixie Rice and Contran (the "Collateral Agreement").
The foregoing summary of the SMU Facility and the Collateral Agreement is
qualified in its entirety by reference to Exhibits 11 and 12 to Amendment No. 59
to this Statement, respectively, which are incorporated herein by this
reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended and restated as follows.
Exhibit 1 Contran Deferred Compensation Trust No. 2 (Amended and
Restated), dated as of August 8, 2000, between Contran
Corporation and U.S. Bank National Association (incorporated
by reference to Exhibit 1 to Amendment No. 64 to this Schedule
13D).
Exhibit 2 Stock Purchase Agreement dated as of June 27, 2002 between
Contran Corporation and Annette C. Simmons (incorporated by
reference to Exhibit 5 to Amendment No. 64 to this Schedule
13D).
Exhibit 3 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 4 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 5 Press Release of Tremont Corporation dated July 29, 2002
(incorporated by reference to Exhibit 10 to Amendment No. 20
to the Schedule 13D filed on August 2, 2002 with the
Securities and Exchange Commission by Tremont Group, Inc.,
Tremont Holdings, LLC, NL Industries, Inc., 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 Harold Simmons Foundation, Inc., The Combined Master
Retirement Trust and Harold C. Simmons with respect to the
common stock, par value $1.00 per share, of Tremont
Corporation).
Exhibit 6 Agreement and Plan of Merger dated November 4, 2002 among
Valhi, Inc., Valhi Acquisition Corp. and Tremont Corporation,
as amended (incorporated by reference to Appendix A to the
Registration Statement on Form S-4 (Reg. No. 333-101244) filed
by Valhi, Inc. with the Securities and Exchange Commission on
November 15, 2002).
Exhibit 7 Agreement and Plan of Merger dated as of November 4, 2002
among Valhi, Inc., Tremont Group, Inc. and Valhi Acquisition
Corp. II (incorporated by reference to Exhibit 10.3 to the
Quarterly Report on Form 10-Q of Valhi, Inc. for the quarter
ended September 30, 2002).
Exhibit 8 Joint Press release of Valhi, Inc. and Tremont Corporation
dated November 5, 2002 (incorporated by referenced to the Form
425 filed by Valhi, Inc. with the Securities and Exchange
Commission on November 5, 2002).
Exhibit 9 Loan Agreement dated as of September 3, 1998 among Contran
Corporation, National City Lines, Inc. and U.S. Bank National
Association (incorporated by reference to Exhibit 1 to
Amendment No. 63 to this Schedule 13D).
Exhibit 10 Promissory Note dated September 3, 1998 in the original
principal amount of $25 million payable to the order of U.S.
Bank National Association and executed by Contran Corporation
(incorporated by reference to Exhibit 2 to Amendment No. 63 to
this Schedule 13D).
Exhibit 11 Payment Guaranty dated September 3, 1998 executed by National
City Lines, Inc. (incorporated by reference to Exhibit 3 to
Amendment No. 63 to this Schedule 13D).
Exhibit 12 Securities Pledge Agreement dated as of September 3, 1998
among Contran Corporation, National City Lines, Inc. and U.S.
Bank National Association (incorporated by reference to
Exhibit 4 to Amendment No. 63 to this Schedule 13D).
Exhibit 13 Extension Agreement dated as of September 2, 1999 among
Contran Corporation, National City Lines, Inc. and U.S. Bank
National Association (incorporated by reference to Exhibit 5
to Amendment No. 63 to this Schedule 13D).
Exhibit 14 Extension and Amendment Agreement dated as of August 31, 2000
among Contran Corporation, National City Lines, Inc. and U.S.
Bank National Association (incorporated by reference to
Exhibit 11 to Amendment No. 64 to this Schedule 13D).
Exhibit 15 Extension and Amendment Agreement dated as of August 31, 2001
among Contran Corporation, National City Lines, Inc. and U.S.
Bank National Association (incorporated by reference to
Exhibit 12 to Amendment No. 64 to this Schedule 13D).
Exhibit 16* Extension and Amendment Agreement dated as of August 28, 2002
among Contran Corporation, National City Lines, Inc. and U.S.
Bank National Association.
Exhibit 17 Loan and Pledge Agreement, dated as of August 18, 1986,
between Dixie Rice Agricultural Corporation, Inc. and Southern
Methodist University (incorporated by reference to Exhibit 11
to Amendment No. 59 to this Schedule 13D).
Exhibit 18 Collateral Agreement, dated as of December 29, 1988, between
Dixie Rice Agricultural Corporation, Inc. and Contran
Corporation (incorporated by reference to Exhibit 12 to
Amendment No. 59 to this Schedule 13D).
- ----------
* 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: November 25, 2002
/s/ Harold C. Simmons
-------------------------
Harold C. Simmons
Signing in his
individual capacity only.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: November 25, 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
Steven L. Watson, as President or Executive Vice President of each of:
CONTRAN CORPORATION
DIXIE RICE AGRICULTURAL CORPORATION, INC.
DIXIE HOLDING COMPANY
NATIONAL CITY LINES, INC.
NOA, INC.
VALHI GROUP, INC.
SOUTHWEST LOUISIANA LAND COMPANY, INC.
Schedule B
The names of the directors and executive officers of Contran
Corporation ("Contran"), Dixie Holding Company ("Dixie Holding"), Dixie Rice
Agricultural Corporation, Inc. ("Dixie Rice"), National City Lines, Inc.
("National"), NOA, Inc. ("NOA"), Southwest Louisiana Land Company, Inc.
("Southwest") and Valhi Group, Inc. ("VGI") and their present principal
occupations are set forth below. Except as otherwise indicated, the business
address of each such person is 5430 LBJ Freeway, Suite 1700, Dallas, Texas
75240.
Name Present Principal Occupation
- ------------------------------ --------------------------------
Eugene K. Anderson Vice president of Contran, Dixie Holding,
Dixie Rice, National, NOA, Southwest, VGI
and Valhi, Inc. (the "Company"); and
treasurer of the Harold Simmons Foundation,
Inc. (the "Foundation").
Robert D. Graham Vice president of Contran and the Company.
J. Mark Hollingsworth Vice president and general counsel of
Contran, Dixie Holding, Dixie Rice,
National, NOA, Southwest, VGI and the
Company; general counsel of the Foundation;
general counsel of CompX International Inc.,
a manufacturer of precision ball bearing
slides, security products and ergonomic
computer support systems that is affiliated
with the Company ("CompX"); general counsel
of The Combined Master Retirement Trust, a
trust the Company formed to permit the
collective investment by trusts that
maintain the assets of certain employee
benefit plans the Company and related
companies adopt (the "CMRT"); and acting
general counsel of Keystone Consolidated
Industries, Inc. ("Keystone"), a
manufacturer of steel rod, wire and wire
products that is affiliated with Contran.
William J. Lindquist Director and senior vice president of
Contran, Dixie Holding, National, NOA and
VGI; senior vice president of Dixie Rice,
Southwest and the Company.
A. Andrew R. Louis Secretary of Contran, CompX, Dixie Holding,
Dixie Rice, National, NOA, Southwest, VGI,
and the Company.
Kelly D. Luttmer Tax director of Contran, CompX, Dixie
Holding, Dixie Rice, National, NOA,
Southwest, VGI and the Company.
Andrew McCollam, Jr. (1) President and director of Southwest;
director of Dixie Rice; and a private
investor.
Harold M. Mire (2) Vice president of Dixie Rice and Southwest.
Bobby D. O'Brien Vice president and treasurer of Contran,
Dixie Holding, Dixie Rice, National, NOA,
VGI and the Company; and vice president of
Southwest.
Glenn R. Simmons Vice chairman of the board of Contran, Dixie
Holding, National, NOA, VGI and the Company;
chairman of the board of CompX and Keystone;
director and executive vice president of
Southwest and Dixie Rice; director of NL
Industries, Inc., a producer of titanium
dioxide pigments and a subsidiary of the
Company ("NL"); director of Tremont
Corporation, a holding company ("Tremont")
that primarily holds an interest in NL and
an interest in Titanium Metals Corporation,
a producer of titanium metal products
("TIMET"); and a director of TIMET.
Harold C. Simmons Chairman of the board and chief executive
officer of Contran, Dixie Holding, Dixie
Rice, the Foundation, National, NOA,
Southwest and VGI; chairman of the board of
NL and the Company; director of Tremont; and
trustee and member of the trust investment
committee of the CMRT.
Richard A. Smith Vice president of Dixie Rice.
Gregory M. Swalwell Vice president and controller of Contran,
Dixie Holding, National, NOA, VGI and the
Company; vice president of Dixie Rice and
Southwest.
Steven L. Watson Director and president of Contran, Dixie
Holding, National, NOA, VGI and the Company;
director and executive vice president of
Dixie Rice and Southwest; director, vice
president and secretary of the Foundation;
and a director of CompX, NL, Keystone,
Tremont and TIMET.
- ----------
(1) The principal business address for Mr. McCollam is 402 Canal Street,
Houma, Louisiana 70360.
(2) The principal business address for Messrs. Mire and Smith is 600
Pasquiere Street, Gueydan, Louisiana 70542-0010.
SCHEDULE C
Based upon ownership filings with the Securities and Exchange
Commission or upon information provided by the persons listed on Schedule B to
this Statement, such persons may be deemed to own personally and beneficially
Shares, as outlined below:
Name Shares Held Options Held (1)
- ---------------------------- ---------------- ----------------
Eugene K. Anderson (2) 1,446 31,400
Robert D. Graham -0- -0-
J. Mark Hollingsworth -0- 69,400
William J. Lindquist -0- 115,700
A. Andrew R. Louis -0- 43,600
Kelly D. Luttmer -0- 40,600
Andrew McCollam, Jr. 550 -0-
Harold M. Mire 1,137 -0-
Bobby D. O'Brien -0- 59,400
Glenn R. Simmons(3) 3,183 148,000
Harold C. Simmons(4) 3,383 -0-
Richard A. Smith 333 -0-
Gregory M. Swalwell(5) 1,166 69,400
Steven L. Watson(6) 2,035 153,300
- ----------
(1) Represents Shares issuable pursuant to the exercise within 60 days of
the date of this Statement of stock options.
(2) The Reporting Persons understand that the Shares indicated as held by
Eugene K. Anderson include 1,446 Shares held in his individual
retirement account.
(3) The Reporting Persons understand the Shares indicated as held by Glenn
R. Simmons include 2,383 Shares held in his individual retirement
account. The Reporting Persons further understand that the Shares
indicated as held by Mr. Simmons also include 800 Shares held in his
wife's retirement account, with respect to which Mr. Simmons disclaims
beneficial ownership.
(4) Mr. Simmons may be deemed to possess indirect beneficial ownership of
the Shares set forth in Item 5(a) of this Statement, held by other
Reporting Persons. Mr. Simmons disclaims beneficial ownership of all
Shares except for the 3,383 Shares that he holds directly and to the
extent of his interest as a beneficiary of the CDCT No. 2 and his
vested beneficial interest, if any, in Shares directly held by the
CMRT.
(5) The Reporting Persons understand that the Shares indicated as held by
Gregory M. Swalwell include 1,166 Shares held in his individual
retirement account.
(6) The Reporting Persons understand that the Shares indicated as held by
Steven L. Watson include 2,035 Shares held in his individual retirement
account.
EXHIBIT INDEX
Exhibit 1 Contran Deferred Compensation Trust No. 2 (Amended and
Restated), dated as of August 8, 2000, between Contran
Corporation and U.S. Bank National Association (incorporated
by reference to Exhibit 1 to Amendment No. 64 to this
Statement).
Exhibit 2 Stock Purchase Agreement dated as of June 27, 2002 between
Contran Corporation and Annette C. Simmons (incorporated by
reference to Exhibit 5 to Amendment No. 64 to this Statement).
Exhibit 3 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 4 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 5 Press Release of Tremont Corporation dated July 29, 2002
(incorporated by reference to Exhibit 10 to Amendment No. 20
to the Schedule 13D filed on August 2, 2002 with the
Securities and Exchange Commission by Tremont Group, Inc.,
Tremont Holdings, LLC, NL Industries, Inc., 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 Harold Simmons Foundation, Inc., The Combined Master
Retirement Trust and Harold C. Simmons with respect to the
common stock, par value $1.00 per share, of Tremont
Corporation).
Exhibit 6 Agreement and Plan of Merger dated November 4, 2002 among
Valhi, Inc., Valhi Acquisition Corp. and Tremont Corporation,
as amended (incorporated by reference to Appendix A to the
Registration Statement on Form S-4 (Reg. No. 333-101244) filed
by Valhi, Inc. with the Securities and Exchange Commission on
November 15, 2002).
Exhibit 7 Agreement and Plan of Merger dated as of November 4, 2002
among Valhi, Inc., Tremont Group, Inc. and Valhi Acquisition
Corp. II (incorporated by reference to Exhibit 10.3 to the
Quarterly Report on Form 10-Q of Valhi, Inc. for the quarter
ended September 30, 2002).
Exhibit 8 Joint Press release of Valhi, Inc. and Tremont Corporation
dated November 5, 2002 (incorporated by referenced to the Form
425 filed by Valhi, Inc. with the Securities and Exchange
Commission on November 5, 2002).
Exhibit 9 Loan Agreement dated as of September 3, 1998 among Contran
Corporation, National City Lines, Inc. and U.S. Bank National
Association (incorporated by reference to Exhibit 1 to
Amendment No. 63 to this Schedule 13D).
Exhibit 10 Promissory Note dated September 3, 1998 in the original
principal amount of $25 million payable to the order of U.S.
Bank National Association and executed by Contran Corporation
(incorporated by reference to Exhibit 2 to Amendment No. 63 to
this Schedule 13D).
Exhibit 11 Payment Guaranty dated September 3, 1998 executed by National
City Lines, Inc. (incorporated by reference to Exhibit 3 to
Amendment No. 63 to this Schedule 13D).
Exhibit 12 Securities Pledge Agreement dated as of September 3, 1998
among Contran Corporation, National City Lines, Inc. and U.S.
Bank National Association (incorporated by reference to
Exhibit 4 to Amendment No. 63 to this Schedule 13D).
Exhibit 13 Extension Agreement dated as of September 2, 1999 among
Contran Corporation, National City Lines, Inc. and U.S. Bank
National Association (incorporated by reference to Exhibit 5
to Amendment No. 63 to this Statement).
Exhibit 14 Extension and Amendment Agreement dated as of August 31, 2000
among Contran Corporation, National City Lines, Inc. and U.S.
Bank National Association.
Exhibit 15 Extension and Amendment Agreement dated as of August 31, 2001
among Contran Corporation, National City Lines, Inc. and U.S.
Bank National Association.
Exhibit 16* Extension and Amendment Agreement dated as of August 28, 2002
among Contran Corporation, National City Lines, Inc. and U.S.
Bank National Association.
Exhibit 17 Loan and Pledge Agreement, dated as of August 18, 1986,
between Dixie Rice Agricultural Corporation, Inc. and Southern
Methodist University (incorporated by reference to Exhibit 11
to Amendment No. 59 to this Statement).
Exhibit 18 Collateral Agreement, dated as of December 29, 1988, between
Dixie Rice Agricultural Corporation, Inc. and Contran
Corporation (incorporated by reference to Exhibit 12 to
Amendment No. 59 to this Statement).
- ----------
* Filed herewith.
EXTENSION AND AMENDMENT AGREEMENT
This Extension and Amendment Agreement ("Agreement") is entered into as
of August 28, 2002, among CONTRAN CORPORATION ("Contran"), NATIONAL CITY LINES,
INC. ("NCL"), and U.S. BANK NATIONAL ASSOCIATION ("U.S. Bank").
RECITALS
A. Contran, NCL (collectively, the "Contran Companies"), and U.S. Bank
are parties to a loan agreement dated as of September 3, 1998 (the "1998 Loan
Agreement"), and certain related note, guaranty, and pledge agreements (the
"1998 Loan Documents").
B. Capitalized terms used in this Agreement that are not defined herein
have the meaning assigned to those terms in the 1998 Loan Agreement.
C. The parties desire to extend the Expiry Date of the revolving credit
facility extended by U.S. Bank pursuant to the 1998 Loan Documents for an
additional 364 days (to August 28, 2003).
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Contran Companies and U.S. Bank agree as
follows:
AGREEMENT
1. Each Contran Company represents and warrants to U.S. Bank that: (a)
it is in good standing under the laws of the state of its formation, (b) it has
been authorized to execute and perform its obligations under this Agreement and
the 1998 Loan Documents (as modified by this Agreement), (c) the individual
executing this Agreement on its behalf has been duly authorized to take such
action, (d) the 1998 Loan Documents (as amended by this Agreement) are
enforceable against it in accordance with their respective terms, subject only
to the effect of insolvency and other similar laws affecting the rights and
remedies of creditors generally, general principles of equity whether applied by
a court of law or equity, and generally applicable rules of law, (e) all
financial information previously provided to U.S. Bank presents fairly its
financial position as of the date of such financial information and the results
of its operations and changes in financial position for the period in question,
(f) the representations and warranties made to U. S. Bank in the 1998 Loan
Documents continue to be true and correct in all material respects, and (g) the
Contran Companies are not in default in any material respect under the 1998 Loan
Documents as of the date of this Agreement.
2. U.S. Bank hereby extends the Expiry Date, and therefore its
commitment to make Advances to the Contran Companies on the terms and conditions
of the 1998 Loan Documents, to August 28, 2003.
3. Contran and NCL hereby acknowledge and reaffirm their agreements to
pay the Obligations in accordance with the terms of the Note and the Guaranty,
respectively.
4. This Agreement will become effective only when each of the Contran
Companies and U.S. Bank has signed it and has sent a copy of the signed document
to the other parties to this Agreement (which may be accomplished by facsimile
transmission). Each party to this Agreement will deliver manually signed
counterparts of this Agreement to the other.
5. Except as specified in paragraph 2 of this Agreement, all of the
terms and conditions of the 1998 Loan Agreement and the 1998 Loan Documents
remain in full force and effect.
6. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES, AND COMMITMENTS MADE BY
LENDER AFTER OCTOBER 3, 1989, CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH
ARE NOT FOR PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE
BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION, AND BE SIGNED BY
LENDER TO BE ENFORCEABLE.
U.S. BANK NATIONAL ASSOCIATION CONTRAN CORPORATION
By: /s/ Janice T. Thede By: /s/ Bobby D. O'Brien
-------------------------- ------------------------
Janice T. Thede Bobby D. O'Brien
Vice President Vice President and Treasurer
NATIONAL CITY LINES, INC.
By: /s/ Bobby D. O'Brien
------------------------
Bobby D. O'Brien
Vice President and Treasurer