SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
(Amendment No. 20)*
Under the Securities Exchange Act of 1934
TITANIUM METALS CORPORATION
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
888339 10 8
(CUSIP Number)
STEVEN L. WATSON
THREE LINCOLN CENTRE
SUITE 1700
5430 LBJ FREEWAY
DALLAS, TEXAS 75240-2694
(972) 233-1700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 16, 2004
(Date of Event which requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [ ]
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following pages)
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS
AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS (ENTITIES ONLY)
Tremont LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC and AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,261,850
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,261,850
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,261,850
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.7%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS
AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS (ENTITIES ONLY)
Valhi, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,299,018
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,299,018
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,299,018
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.8%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS
AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS (ENTITIES ONLY)
Valhi Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,299,018
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,299,018
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,299,018
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.8%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS
AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS (ENTITIES ONLY)
National City Lines, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,299,018
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,299,018
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,299,018
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.8%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS
AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS (ENTITIES ONLY)
NOA, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,299,018
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,299,018
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,299,018
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.8%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS
AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS (ENTITIES ONLY)
Dixie Holding Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,299,018
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,299,018
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,299,018
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.8%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS
AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS (ENTITIES ONLY)
Dixie Rice Agricultural Corporation, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,299,018
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,299,018
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,299,018
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.8%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS
AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS (ENTITIES ONLY)
Southwest Louisiana Land Company, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,299,018
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,299,018
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,299,018
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.8%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS
AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS (ENTITIES ONLY)
Contran Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,299,018
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,299,018
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,299,018
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.8%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS
AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS (ENTITIES ONLY)
Harold Simmons Foundation, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,299,018
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,299,018
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,299,018
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.8%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS
AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS (ENTITIES ONLY)
The Combined Master Retirement Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,656,030
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,656,030
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,656,030
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
EP
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS
AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS (ENTITIES ONLY)
Annette C. Simmons
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
214,240
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 214,240
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
214,240
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)
6.3%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS
AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS (ENTITIES ONLY)
Harold C. Simmons
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
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 1,870,270
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,870,270
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 (collectively, this "Statement")
relates to the common stock, $0.01 par value per share (the "Shares"), of
Titanium Metals Corporation, a Delaware corporation (the "Company"). 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) The following entities or person are filing this Statement
(collectively, the "Reporting Persons"):
(i) Tremont LLC and The Combined Master Retirement Trust (the "CMRT")
as direct holders of Shares;
(ii) Valhi, Inc. ("Valhi") as the direct holder of Shares and of
Beneficial Unsecured Convertible Securities of the TIMET Capital Trust 1
(the "BUCS") that are convertible into Shares and by virtue of Valhi's
direct holding of 100% of the outstanding membership interests of Tremont
LLC;
(iii) Valhi Group, Inc. ("VGI"), National City Lines, Inc.
("National"), NOA, Inc. ("NOA"), Dixie Holding Company ("Dixie Holding"),
Dixie Rice Agricultural Corporation, Inc. ("Dixie Rice"), Southwest
Louisiana Land Company, Inc. ("Southwest"), Contran Corporation ("Contran")
and the Harold Simmons Foundation, Inc. (the "Foundation") by virtue of
their direct and indirect ownership of securities of Tremont LLC (as
described below in this Statement);
(iv) Harold C. Simmons by virtue of his positions with Contran and
certain of the other entities (as described in this Statement); and
(v) Annette C. Simmons, Harold C. Simmons's spouse, by virtue of her
direct ownership of BUCS.
By signing this Statement, each Reporting Person agrees that this Statement is
filed on its, his or her behalf.
Tremont LLC, the CMRT and Valhi are the direct holders of approximately
39.7%, 11.2% and 1.1%, respectively, of the 3,180,002 Shares outstanding as of
July 6, 2004 according to the Company's Proxy Statement dated July 7, 2004 (the
"Outstanding Shares"). Tremont LLC may be deemed to control the Company.
Valhi also directly holds 14,700 BUCS that are convertible into 1,968
Shares, or approximately 0.1% of the outstanding Shares assuming the full
conversion of only the BUCS Valhi directly holds.
Harold C. Simmons' spouse directly holds 1,600,000 BUCS that are
convertible into 214,240 Shares, or approximately 6.3% of the outstanding Shares
assuming the full conversion of only the BUCS she directly holds.
Valhi is the direct holder of 100% of the outstanding membership interests
of Tremont LLC and may be deemed to control Tremont LLC. VGI, National, Contran,
the Foundation, the Contran Deferred Compensation Trust No. 2 (the "CDCT No. 2")
and the CMRT are the direct holders of 77.6%, 9.1%, 3.2%, 0.9%, 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, or held by Mr.
Simmons or persons or other entities related to Mr. Simmons. As sole trustee of
each of the Trusts, Mr. Simmons has the power to vote and direct the disposition
of the shares of Contran stock held by each of the Trusts. Mr. Simmons, however,
disclaims beneficial ownership of any shares of Contran stock that the Trusts
hold.
The CMRT directly holds approximately 11.2% of the Outstanding Shares and
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. He is a participant in one or more of the employee
benefit plans that invest through the CMRT.
The Foundation directly holds approximately 0.9% of the outstanding
Valhi common stock. The Foundation is a tax-exempt foundation organized for
charitable purposes. Harold C. Simmons is the chairman of the board of the
Foundation and may be deemed to control the Foundation.
The CDCT No. 2 directly holds approximately 0.4% of the outstanding Valhi
common stock. U.S. Bank National Association serves as the trustee of the CDCT
No. 2. Contran established the CDCT No. 2 as an irrevocable "rabbi trust" to
assist Contran in meeting certain deferred compensation obligations that it owes
to Harold C. Simmons. If the CDCT No. 2 assets are insufficient to satisfy such
obligations, Contran is obligated to satisfy the balance of such obligations as
they come due. Pursuant to the terms of the CDCT No. 2, Contran (i) retains the
power to vote the shares of Valhi common stock held directly by the CDCT No. 2,
(ii) retains dispositive power over such shares and (iii) may be deemed the
indirect beneficial owner of such shares.
Valmont Insurance Company ("Valmont"), NL Industries, Inc. ("NL") and a
subsidiary of NL directly own 1,000,000 shares, 3,522,967 shares and 1,186,200
shares, respectively, of Valhi common stock. Valhi is the direct holder of 100%
of the outstanding shares of Valmont common stock and may be deemed to control
Valmont. Valhi, Tremont LLC and a subsidiary of the Company are the direct
holders of approximately 62.3%, 21.1% and 0.5%, respectively, of the outstanding
shares of NL common stock and together may be deemed to control NL. Valhi is the
sole member of Tremont LLC and may be deemed to control Tremont LLC. Pursuant to
Delaware law, Valhi treats the shares of Valhi common stock that Valmont, NL and
the subsidiary of NL own as treasury stock for voting purposes and for the
purposes of this Statement such shares are not deemed outstanding.
Mr. Harold C. Simmons is chairman of the board of Tremont LLC, NL, Valhi,
VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest and Contran.
By virtue of the offices held, the stock ownership and his services as
trustee, all as described above, (a) Mr. Simmons may be deemed to control the
entities described above and (b) Mr. Simmons and certain of such entities may be
deemed to possess indirect beneficial ownership of Shares directly held by
certain of such other entities. Mr. 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 of 43,400 shares of Valhi
common stock. Mr. Simmons may be deemed to share indirect beneficial ownership
of such shares. Mr. Simmons disclaims all such beneficial ownership.
Harold C. Simmons is the direct owner of 3,383 shares of Valhi common
stock.
A trust of which Harold C. Simmons and his spouse are co-trustees and the
beneficiaries of which are the grandchildren of his spouse is the direct holder
of 40,000 shares of Valhi common stock. Each of Mr. Simmons and his spouse
disclaims beneficial ownership of these shares.
(b) The business address of Harold C. Simmons' spouse is, Three Lincoln
Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697.
(c) Harold C. Simmons' spouse is a private investor.
(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' spouse is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended to add the following:
The total amount of funds (including commissions) the CMRT used to acquire
the Shares it purchased as reported in Item 5(c) was $8,879,314.00. Such funds
were provided by the CMRT's cash on hand.
On February 20, 2004, Harold C. Simmons' spouse purchased 1,600,000 BUCS
from Contran in a private transaction for an aggregate purchase price of $19.5
million, which purchase price was paid in the form of the reduction in full of
approximately $19.1 million of principal of, and interest on, certain
indebtedness that Contran owed her and her payment of approximately $0.4 million
in cash to Contran from her personal funds.
Except as otherwise previously disclosed under this Item 3, the Reporting
Persons understand that the funds used by each person named in Schedule B to
this Statement to acquire Shares were from such person's personal funds.
Item 4. Purpose of Transaction
No change to Item 4 except for the addition of the following:
The CMRT purchased the Shares reported in Item 5(c) for investment
purposes.
Harold C. Simmons' spouse purchased BUCS for investment purposes.
Depending upon their evaluation of the Company's business and prospects,
and upon future developments (including, but not limited to, performance of the
Company's securities in the market, availability of funds, alternative uses of
funds, the Reporting Persons' tax planning objectives and cash needs, stock
market and general economic conditions), any of the Reporting Persons or other
entities or persons that may be deemed to be affiliated with Contran may from
time to time purchase Company securities, and any of the Reporting Persons, or
other entities or persons that may be deemed to be affiliated with Contran may
from time to time dispose of all or a portion of Company securities held by such
entity or person, or cease buying or selling Company securities. Any such
additional purchases or sales of Company securities may be in open market or
privately negotiated transactions or otherwise.
As described under Item 2, Harold C. Simmons, through Contran, may be
deemed to control the Company.
The information included in Item 6 of this Statement is incorporated herein
by reference.
The Reporting Persons understand that prior purchases of the Company's
equity securities by each of the persons named in Schedule B to this Statement
were made for such person's personal investment.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended as follows:
No change except for the addition of the following:
(a) Tremont LLC, the CMRT and Valhi are the direct holders of 1,261,850
Shares, 357,012 Shares and 35,200 Shares. Harold C. Simmons' spouse and Valhi
are the direct holders of 1,600,000 BUCS and 14,700 BUCS, respectively, which
are convertible into 214,240 Shares and 1,968 Shares, respectively.
By virtue of the relationships described under Item 2 of this Statement:
(1) Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest,
Contran and the Foundation may each be deemed to be the beneficial owner of
the 1,297,050 Shares that Tremont LLC and Valhi hold directly and the 1,968
Shares Valhi may acquire upon conversion of the 14,700 BUCS that Valhi
holds directly (in the aggregate 1,299,018 Shares, or approximately 40.8%
of the outstanding Shares assuming the full conversion of only Valhi's
BUCS);
(2) The CMRT may be deemed to be the beneficial owner of the 1,654,062
Shares that Tremont LLC, the CMRT and Valhi hold directly and the 1,968
Shares Valhi may acquire upon conversion of the 14,700 BUCS that Valhi
holds directly (in the aggregate 1,656,030 Shares, or approximately 52.0%
of the outstanding Shares assuming the full conversion of only Valhi's
BUCS);
(3) Harold C. Simmons may be deemed to be the beneficial owner of the
1,654,062 Shares that Tremont LLC, the CMRT and Valhi hold directly and the
216,208 Shares his spouse and Valhi may acquire upon conversion of the
1,614,700 BUCS that his spouse and Valhi hold directly (in the aggregate
1,870,270 Shares, or approximately 55.1% of the outstanding Shares assuming
the full conversion of only the BUCS his spouse and Valhi directly hold);
and
(4) Harold C. Simmons' spouse may be deemed to be the beneficial owner
of the 214,240 Shares she may acquire upon conversion of the 1,600,000 BUCS
that she holds directly (approximately 6.3% of the outstanding Shares
assuming the full conversion of only the BUCS she directly holds).
Mr. Simmons disclaims beneficial ownership of all Company securities.
(b) By virtue of the relationships described in Item 2:
(1) Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest,
Contran and the Foundation may each be deemed to share the power to vote
and direct the disposition of the 1,297,050 Shares that Tremont LLC and
Valhi hold directly and the 1,968 Shares Valhi may acquire upon conversion
of the 14,700 BUCS that Valhi holds directly (in the aggregate 1,299,018
Shares, or approximately 40.8% of the outstanding Shares assuming the full
conversion of only Valhi's BUCS);
(2) The CMRT may be deemed to share the power to vote and direct the
disposition of the 1,654,062 Shares that Tremont LLC, the CMRT and Valhi,
hold directly and the 1,968 Shares Valhi may acquire upon conversion of the
14,700 BUCS that Valhi holds directly (in the aggregate 1,656,030 Shares,
or approximately 52.0% of the outstanding Shares assuming the full
conversion of only Valhi's BUCS);
(3) Harold C. Simmons may be deemed to share the power to vote and
direct the disposition of the 1,654,062 Shares that Tremont LLC, the CMRT
and Valhi hold directly and the 216,208 Shares his spouse and Valhi may
acquire upon conversion of the 1,614,700 BUCS that his spouse and Valhi
hold directly (in the aggregate 1,870,270 Shares, or approximately 55.1% of
the outstanding Shares assuming the full conversion of only the BUCS his
spouse and Valhi directly hold); and
(4) Harold C. Simmons' spouse may be deemed to share the power to vote
and direct the disposition of the 214,240 Shares she may acquire upon
conversion of the 1,600,000 BUCS that she holds directly (approximately
6.3% of the outstanding Shares assuming the full conversion of only the
BUCS she directly holds).
(c) The CMRT is the only Reporting Person to have transactions in the
Shares during the past 60 days. The CMRT executed the following transactions in
Shares on the New York Stock Exchange.
Number of Approximate Price Per Share ($)
Date Shares (exclusive of commissions)
------------ ------------- -------------------------------
07/07/04 300 $96.69
07/07/04 2,700 $97.00
07/07/04 600 $97.20
07/07/04 1,400 $97.50
07/07/04 1,000 $97.75
07/07/04 100 $97.77
07/07/04 3,900 $98.00
07/07/04 800 $98.50
07/08/04 100 $98.24
07/08/04 2,400 $98.25
07/08/04 200 $98.29
07/08/04 100 $98.30
07/08/04 100 $98.31
07/08/04 1,000 $98.36
07/08/04 100 $98.40
07/08/04 300 $98.45
07/08/04 200 $98.48
07/08/04 2,800 $98.50
07/08/04 600 $98.69
07/08/04 500 $98.70
07/08/04 2,000 $98.73
Number of Approximate Price Per Share ($)
Date Shares (exclusive of commissions)
------------ ------------- -------------------------------
07/08/04 200 $98.74
07/08/04 13,700 $98.75
07/09/04 8,000 $98.75
07/09/04 200 $98.73
07/09/04 4,000 $98.50
07/09/04 2,000 $98.25
07/09/04 900 $98.23
07/09/04 1,100 $98.15
07/12/04 2,000 $97.50
07/12/04 2,000 $98.00
07/12/04 100 $98.75
07/12/04 100 $99.00
07/12/04 1,800 $99.25
07/13/04 400 $97.50
07/16/04 3,200 $98.74
07/16/04 100 $98.75
07/16/04 1,300 $98.98
07/16/04 900 $98.99
07/16/04 4,500 $99.00
07/20/04 1,000 $99.50
07/21/04 2,000 $99.50
07/22/04 2,000 $98.00
07/22/04 2,000 $99.00
07/23/04 100 $97.90
07/23/04 900 $98.00
07/23/04 500 $99.00
07/23/04 1,500 $99.50
07/23/04 200 $99.59
07/23/04 800 $99.99
07/26/04 2,000 $99.50
07/26/04 2,000 $98.50
07/26/04 2,000 $98.00
07/26/04 2,000 $97.00
07/26/04 2,000 $96.00
07/26/04 1,500 $95.00
(d) Each of Tremont LLC, the CMRT, Harold C. Simmons' spouse and Valhi has
the right to receive and the power to direct the receipt of dividends from, and
proceeds from the sale of, the Company securities held by such entity or person.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Item 6 is amended as follows:
The information included in Items 3 and 4 of this Statement is hereby
incorporated herein by reference.
Other than as set forth above, none of the Reporting Persons or, to the
best knowledge of such persons, any person named in Schedule B to this Statement
has any contract, arrangement, understanding or relationship (legal or
otherwise) with any person with respect to securities of the Company, including,
but not limited to, transfer or voting of any such securities, finder's fees,
joint ventures, loans or option arrangements, puts or calls, guarantees of
profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended and restated in its entirety as follows:
Exhibit 1 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 2 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 3 Schedule TO dated as of May 5, 2003 filed by Valhi, Inc. with
the Securities and Exchange Commission (incorporated by reference
to the Schedule TO dated as of May 5, 2003 filed by Valhi, Inc.
with the Securities and Exchange Commission).
Exhibit 4 Amendment No. 1 to Schedule TO dated as of May 16, 2003 filed by
Valhi, Inc. with the Securities and Exchange Commission
(incorporated by reference to Amendment No. 1 to the Schedule TO
dated as of May 16, 2003 filed by Valhi, Inc. with the Securities
and Exchange Commission).
Exhibit 5 Amendment No. 2 to Schedule TO dated as of May 23, 2003 filed by
Valhi, Inc. with the Securities and Exchange Commission
(incorporated by reference to Amendment No. 2 to the Schedule TO
dated as of May 23, 2003 filed by Valhi, Inc. with the Securities
and Exchange Commission).
Exhibit 6 Amendment No. 3 to Schedule TO dated as of June 3, 2003 filed by
Valhi, Inc. with the Securities and Exchange Commission
(incorporated by reference to Amendment No. 3 to the Schedule TO
dated as of June 3, 2003 filed by Valhi, Inc. with the Securities
and Exchange Commission).
Exhibit 7* Power of Attorney dated July 26, 2004 executed by Annette C.
Simmons.
- -----------
* 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: July 26, 2004
/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: July 26, 2004
/s/ Steven L. Watson
--------------------------
Steven L. Watson
Signing in the
capacities listed on
Schedule "A" attached
hereto and
incorporated herein by
reference.
SCHEDULE A
HAROLD C. SIMMONS, in his individual capacity, as trustee for THE COMBINED
MASTER RETIREMENT TRUST and as attorney-in-fact for ANNETTE C. SIMMONS
STEVEN L. WATSON, as president or vice president of each of:
CONTRAN CORPORATION
DIXIE HOLDING COMPANY
DIXIE RICE AGRICULTURAL CORPORATION, INC.
HAROLD SIMMONS FOUNDATION, INC.
NATIONAL CITY LINES, INC.
NOA, INC.
SOUTHWEST LOUISIANA LAND COMPANY, INC.
TREMONT LLC
VALHI GROUP, INC.
VALHI, INC.
Schedule B
Schedule B is hereby amended and restated as follows:
The names of the directors and executive officers of Contran Corporation
("Contran"), Dixie Holding Company ("Dixie Holding"), Dixie Rice Agricultural
Corporation, Inc. ("Dixie Rice"), the Harold Simmons Foundation, Inc. (the
"Foundation"), National City Lines, Inc. ("National"), NOA, Inc. ("NOA"),
Southwest Louisiana Land Company, Inc. ("Southwest"), Valhi Group, Inc. ("VGI")
and Valhi, Inc. ("Valhi") and their present principal occupations are set forth
below. Except as otherwise indicated, each such person is a citizen of the
United States of America and the business address of each such person is 5430
LBJ Freeway, Suite 1700, Dallas, Texas 75240.
Name Present Principal Occupation
- ------------------------- --------------------------------------------------
Eugene K. Anderson Vice president of Contran, Dixie Holding, Dixie
Rice, National, NOA, Southwest, Tremont LLC, a
wholly owned limited liability company of Valhi,
Valhi and VGI; and treasurer of the Foundation.
Thomas E. Barry (1) Vice president for executive affairs at
Southern Methodist University and professor of
marketing in the Edwin L. Cox School of Business
at Southern Methodist University; and a director
of Valhi.
Norman S. Edelcup (2) Senior vice president business development of
Florida Savings Bancorp; mayor of Sunny Isles
Beach, Florida; director of Valhi; and trustee of
the Baron Funds, a mutual fund group.
Lisa Simmons Epstein Director and president of the Foundation.
Name Present Principal Occupation
- ------------------------- --------------------------------------------------
Robert D. Graham Vice president of Contran, Dixie Holding, Dixie
Rice, National, NOA, Southwest, Titanium Metals
Corporation (the "Company"), Tremont LLC, Valhi
and VGI; and vice president, general counsel and
secretary of Kronos Worldwide, Inc. ("Kronos
Worldwide") and NL Industries, Inc. ("NL"), both
affiliates of Valhi.
J. Mark Hollingsworth Vice president and general counsel of Contran,
Dixie Holding, Dixie Rice, National, NOA,
Southwest, Tremont LLC, Valhi and VGI; general
counsel of the Foundation; general counsel of
CompX International Inc., an affiliate of Valhi
("CompX"); trust counsel of The Combined Master
Retirement Trust, a trust Valhi formed to permit
the collective investment by 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"), an affiliate of
Contran.
Keith A. Johnson Controller of the Foundation.
William J. Lindquist Director and senior vice president of Contran,
Dixie Holding, National, NOA, Tremont LLC and VGI;
senior vice president of Dixie Rice, Southwest,
Tremont LLC and Valhi.
A. Andrew R. Louis Secretary of Contran, CompX, Dixie Holding, Dixie
Rice, National, NOA, Southwest, Tremont LLC, Valhi
and VGI.
Name Present Principal Occupation
- ------------------------- --------------------------------------------------
Kelly D. Luttmer Tax director of Contran, CompX, Dixie Holding,
Dixie Rice, Kronos Worldwide, National, NL, NOA,
Southwest, Tremont LLC, Valhi and VGI.
Andrew McCollam, Jr. (3) President and director of Southwest; director
of Dixie Rice; and a private investor.
W. Hayden McIlroy (4) Private investor primarily in real estate; and a
director of Valhi, Med Images, a medical
information company, and Cadco Systems, Inc., a
manufacturer of emergency alert systems.
Harold M. Mire (5) Vice president of Dixie Rice and Southwest.
Bobby D. O'Brien Vice president, treasurer and director of Dixie
Holding, National, NOA and VGI; vice president and
treasurer of Contran, Dixie Rice, Southwest and
Tremont LLC; vice president, chief financial
officer and treasurer of Valhi; and vice president
of the Company.
Glenn R. Simmons Vice chairman of the board of Contran, Dixie
Holding, Dixie Rice, National, NOA, Tremont LLC,
Valhi and VGI; chairman of the board of CompX and
Keystone; director and executive vice president of
Southwest; and a director of Kronos Worldwide, NL
and the Company.
Harold C. Simmons Chairman of the board of Contran, Dixie Holding,
Dixie Rice, the Foundation, National, NOA,
Southwest, Tremont LLC, Valhi and VGI; chairman of
the board and chief executive officer of NL and
Kronos Worldwide; and trustee and member of the
trust investment committee of the CMRT.
Name Present Principal Occupation
- ------------------------- --------------------------------------------------
Richard A. Smith (5) Vice president of Dixie Rice.
Gregory M. Swalwell Vice president and controller of Contran, Dixie
Holding, National, NOA, Southwest, Tremont LLC,
Valhi and VGI; vice president, finance and chief
financial officer of Kronos Worldwide and NL; and
vice president of Dixie Rice, Southwest and the
Company.
J. Walter Tucker, Jr. (6) President, treasurer and a director of Tucker &
Branham, Inc., a mortgage banking, insurance and
real estate company; 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,
Dixie Rice, National, NOA and VGI; director,
president and chief executive officer of Valhi;
president of Tremont LLC; director and executive
vice president of Southwest; director, vice
president and secretary of the Foundation;
president of Tremont LLC; and a director of CompX,
Keystone, Kronos Worldwide, NL and the Company.
- ----------
(1) The principal business address for Dr. Barry is Southern Methodist
University, Perkins Administration Bldg. #224, Dallas, Texas 75275.
(2) The principal business address for Mr. Edelcup is 17395 North Bay Road,
Suite 103, Sunny Isles Beach, Florida 33160.
(3) The principal business address for Mr. McCollam is 402 Canal Street, Houma,
Louisiana 70360.
(4) The principal business address for Mr. McIlroy is 25 Highland Park Village,
Suite 100-341, Dallas, Texas 75225.
(5) The principal business address for Messrs. Mire and Smith is 600 Pasquiere
Street, Gueydan, Louisiana 70542-0010.
(6) The principal business address for Mr. Tucker is 400 E. Central Boulevard,
Orlando, Florida 32801.
SCHEDULE C
Schedule C is hereby amended and restated as follows:
Based upon ownership filings with the Securities and Exchange Commission or
upon information provided by the persons listed on Schedule B to this Statement,
such persons may be deemed to personally beneficially own shares ("Shares") of
the common stock, par value $0.01 per share, of Titanium Metals Corporation, a
Delaware corporation, as outlined below.
Shares Options
Name Held Held (1) Total
- --------------------------------- -------- ----------- -----------
Eugene K. Anderson -0- -0- -0-
Thomas E. Barry -0- -0- -0-
Norman S. Edelcup -0- -0- -0-
Lisa Simmons Epstein -0- -0- -0-
Robert D. Graham -0- -0- -0-
J. Mark Hollingsworth -0- -0- -0-
Keith A. Johnson 200 -0- 200
William J. Lindquist -0- -0- -0-
A. Andrew R. Louis -0- -0- -0-
Kelly D. Luttmer 10 -0- 10
Andrew McCollam, Jr. -0- -0- -0-
W. Hayden McIlroy (2) 40 -0- 40
Harold M. Mire -0- -0- -0-
Bobby D. O'Brien -0- -0- -0-
Glenn R. Simmons 1,300 1,000 2,300
Harold C. Simmons (3) 214,240 -0- 214,240
Richard A. Smith -0- -0- -0-
Gregory M. Swalwell -0- -0- -0-
J. Walter Tucker, Jr. -0- -0- -0-
Steven L. Watson 1,550 1,500 3,050
- ----------
(1) Represents Shares issuable pursuant to the exercise of stock options within
60 days of the date of this Statement.
(2) Comprises 40 Shares Mr. McIlroy has the right to receive upon conversion of
300 6 5/8% Convertible Preferred Securities, Beneficial Unsecured
Convertible Securities of the TIMET Capital Trust 1 ("BUCS") that he holds
directly. Mr. McIlroy purchased these BUCS on the open market on June 10,
2004 for $40.50 per BUC for an aggregate purchase price of $12,185.00
(which aggregate amount includes commissions and fees).
(3) Comprises Shares Harold C. Simmons' spouse is entitled to receive upon the
conversion of 1,600,000 BUCS that she holds directly. Excludes other Shares
of which Mr. Simmons may be deemed to possess indirect beneficial ownership
as described in Item 5(a) of this Statement. Mr. Simmons disclaims
beneficial ownership of all Shares.
Exhibit Index
Exhibit 1 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 2 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 3 Schedule TO dated as of May 5, 2003 filed by Valhi, Inc. with
the Securities and Exchange Commission (incorporated by reference
to the Schedule TO dated as of May 5, 2003 filed by Valhi, Inc.
with the Securities and Exchange Commission).
Exhibit 4 Amendment No. 1 to Schedule TO dated as of May 16, 2003 filed by
Valhi, Inc. with the Securities and Exchange Commission
(incorporated by reference to Amendment No. 1 to the Schedule TO
dated as of May 16, 2003 filed by Valhi, Inc. with the Securities
and Exchange Commission).
Exhibit 5 Amendment No. 2 to Schedule TO dated as of May 23, 2003 filed by
Valhi, Inc. with the Securities and Exchange Commission
(incorporated by reference to Amendment No. 2 to the Schedule TO
dated as of May 23, 2003 filed by Valhi, Inc. with the Securities
and Exchange Commission).
Exhibit 6 Amendment No. 3 to Schedule TO dated as of June 3, 2003 filed by
Valhi, Inc. with the Securities and Exchange Commission
(incorporated by reference to Amendment No. 3 to the Schedule TO
dated as of June 3, 2003 filed by Valhi, Inc. with the Securities
and Exchange Commission).
Exhibit 7* Power of Attorney dated July 26, 2004 executed by Annette C.
Simmons.
- -----------
* Filed herewith.
POWER OF ATTORNEY
FOR EXECUTING SCHEDULE 13DS
Know all by these presents that the undersigned hereby constitutes and
appoints Harold C. Simmons as her true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned Schedule 13Ds and
any amendments thereto in accordance with the Securities
Exchange Act of 1934, as amended (the "Act"), and the rules
thereunder;
(2) do and perform any and all acts for an on behalf of the
undersigned that may be necessary or desirable to complete the
execution of any such Schedule 13Ds and any amendments thereto
and the timely filing of such with the United States
Securities and Exchange Commission and any other authority;
and
(3) take any other action of any type whatsoever in connection
with the foregoing that in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
power of attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as such attorney-in-fact
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
his substitute or substitutes, shall lawfully do or cause to be done by virtue
of this power of attorney and the rights and powers herein granted.
EXECUTED as of July 26, 2004.
/s/ Annette C. Simmons
-------------------------
Annette C. Simmons
