SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 64)*
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)
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. 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. 64
TO SCHEDULE 13D
This amended statement on Schedule 13D (this "Statement") relates to
the common stock, par value $0.01 per share (the "Shares"), of Valhi, Inc., a
Delaware corporation (the "Company"). Items 2, 3, 4, 5, 6 and 7 of this
Statement are hereby amended as set forth below.
Item 2. Identity and Background
Item 2(a) is amended and restated as follows.
(a) This Statement is filed (i) by Valhi Group, Inc. ("VGI"), National
City Lines, Inc. ("National") and Contran Corporation ("Contran") 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") and Southwest Louisiana Land Company, Inc.
("Southwest") 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
August 2, 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. A copy of the
Amended and Restated Contran Deferred Compensation Trust No. 2 Agreement between
Contran and U.S. Bank National Association is attached hereto as Exhibit 1 and
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 the Company, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest
and Contran.
By virtue of the holding of the offices, the stock ownership and his
service as trustee, all as described above, (a) Mr. Simmons may be deemed to
control such entities and (b) Mr. Simmons and certain of such entities may be
deemed to possess indirect beneficial ownership of the Shares directly held by
certain of such other entities. However, Mr. Simmons disclaims beneficial
ownership of the Shares beneficially owned, directly or indirectly, by any of
such entities, except to the extent of his interest as a beneficiary of the CDCT
No. 2 and his vested beneficial interest, if any, in the Shares held by the
CMRT.
The Company and Tremont Corporation ("Tremont") are the direct holders
of approximately 61.8% and 21.0%, respectively, of the outstanding common stock
of NL Industries, Inc. ("NL") and together may be deemed to control NL. Tremont
Group, Inc. ("TGI"), Tremont Holdings, LLC ("TRE Holdings") 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 TRE Holdings are the direct holders of 80.0%
and 20.0%, respectively, of the outstanding common stock of TGI. Together the
Company 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. Mr. Harold C. Simmons is
chairman of the board of NL and is 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 3. Source and Amount of Funds or Other Consideration
Item 3 is amended as follows.
The total amount of funds required by Contran to acquire the Shares
reported in Item 5(c) was $1,155,000.00. Such funds were provided by Contran's
cash on hand and no funds were borrowed for such purpose.
The Reporting Persons understand that the funds required by each person
named in Schedule B to this Statement to acquire Shares were from such person's
personal funds.
Item 4. Purpose of Transaction
Item 4 is amended as follows.
On July 26, 2002, the Company sent a letter to the board of directors
of Tremont proposing (the "Proposal") a merger of the Company and Tremont
pursuant to which stockholders of Tremont, other than the Company, would receive
between 2 and 2.5 Shares for each outstanding share of Tremont's common stock,
par value $1.00 per share, held by such stockholders. A copy of the letter is
attached hereto as Exhibit 2 and incorporated herein by reference (the "Proposal
Letter"). On July 26, 2002, the Company issued a press release announcing the
Proposal. A copy of the press release is attached hereto as Exhibit 3 and
incorporated herein by reference. On July 29, 2002, Tremont issued a press
release announcing its receipt of the Proposal Letter and that Tremont expects
its board of directors to form a special committee comprised of board members
unrelated to the Company to review the Proposal. A copy of the press release is
attached hereto as Exhibit 4 and incorporated herein by reference.
Beginning on July 29, 2002, several purported stockholder class action
lawsuits were filed against Tremont and the Company and Tremont's directors on
behalf of Tremont's stockholders other than the Company and its affiliates. The
complaints allege, among other things, that the defendants have breached
fiduciary duties owed to Tremont's stockholders other than the Company 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.
There is no assurance that any transaction will be consummated under
the terms of the Proposal or otherwise.
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
Eugene K. Anderson, J. Mark Hollingsworth, William J. Lindquist, A. Andrew R.
Louis, Kelly D. Luttmer, Bobby D. O'Brien, Harold C. Simmons, Glenn R. Simmons,
Gregory M. Swalwell and Steven L. Watson are directors or officers of the
Company and may acquire Shares from time to time pursuant to benefit plans that
the Company sponsors or other compensation arrangements with the Company.
Except as described in this Item 4, none of the Reporting Persons nor,
to the best knowledge of such persons, any other person named in Schedule B to
the this Statement has formulated any plans or proposals that relate to or would
result in any matter required to be disclosed in response to paragraphs (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended as follows.
(a) VGI, National, Contran, the Foundation, the CDCT No. 2, the CMRT
and Mr. Simmons are the direct beneficial owners of 92,739,554, 10,891,009,
2,443,300, 1,600,000, 439,400, 115,000 and 3,383 of the Shares, respectively.
By virtue of the relationships described under Item 2 of this
Statement:
(1) VGI, Dixie Holding and Dixie Rice may each be deemed to be
the beneficial owner of the 92,739,554 Shares (approximately 80.6% of
the Outstanding Shares) that VGI directly holds;
(2) National, NOA and Southwest each may be deemed to be the
beneficial owner of the 103,630,563 Shares (approximately 90.0% of the
Outstanding Shares) that VGI and National directly hold;
(3) Contran may be deemed to be the beneficial owner of the
106,513,263 Shares (approximately 92.5% of the Outstanding Shares) that
VGI, National, Contran and the CDCT No. 2 directly hold; and
(4) Harold C. Simmons may be deemed to be the beneficial owner
of the 108,231,646 Shares (approximately 94.0% of the Outstanding
Shares) that VGI, National, Contran, the Foundation, the CDCT No. 2,
the CMRT and he directly hold.
Except for the 3,383 Shares that he holds directly and to the extent of
his interest as a beneficiary of the CDCT No. 2 and his vested beneficial
interest, if any, in Shares directly held by the CMRT, Mr. Simmons disclaims
beneficial ownership of all Shares.
(b) By virtue of the relationships described in Item 2:
(1) VGI, Dixie Holding and Dixie Rice may each be deemed to
share the power to vote and direct the disposition of the Shares that
VGI directly holds;
(2) National, NOA and Southwest may each be deemed to share
the power to vote and direct the disposition of the Shares that VGI and
National directly hold;
(3) Contran may be deemed to share the power to vote and
direct the disposition of the Shares that VGI, National, Contran and
the CDCT No. 2 directly hold; and
(4) Harold C. Simmons may be deemed to share the power to vote
and direct the disposition of the Shares that VGI, National, Contran,
the Foundation, the CDCT No. 2, the CMRT and he directly hold.
(c) Effective June 27, 2002, Contran purchased 77,000 Shares from
Harold Simmons' spouse for $15.00 per share in a private transaction pursuant to
a Stock Purchase Agreement, a copy of which is attached hereto as Exhibit 5 and
incorporated herein by reference.
Effective July 25, 2002, VGI made a charitable contribution of 1.0
million Shares to the Foundation.
Within the last 60 days of this amendment, certain of the persons named
on Schedule B to this Statement exercised stock options to purchase Shares and
immediately sold such Shares or sold other Shares previously acquired on the New
York Stock Exchange. Such exercises and sales are set forth on Schedule D
attached hereto and incorporated herein by reference.
(d) Each of VGI, National, Contran, the Foundation, the CDCT No. 2, the
CMRT and Harold C. Simmons has the right to receive and the power to direct the
receipt of dividends from, and proceeds from the sale of, the Shares directly
held by such entity or person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Item 6 is amended as follows.
Contran and National are parties to a $25.0 million revolving credit
and letter of credit facility dated as of September 3, 1998, as amended and
supplemented through August 31, 2001, 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 29, 2002 or such extended maturity date as may be mutually agreed
to, and are collateralized by, among other things, certain Shares. On August 2,
2002, no money had been borrowed, approximately $6.2 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 6 through 12 to this Statement, 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 August 2, 2002, $600,000 principal amount was
outstanding under the SMU Facility and 200,000 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 13 and 14 to this Statement,
respectively, which are incorporated herein by this 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 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.
Exhibit 2 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 3 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 4 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 5* Stock Purchase Agreement dated as of June 27, 2002 between
Contran Corporation and Annette C. Simmons.
Exhibit 6 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 7 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 8 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 9 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 10 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 11* Extension and Amendment Agreement dated as of August 31,
2000 among Contran Corporation, National City Lines, Inc. and
U.S. Bank National Association.
Exhibit 12* Extension and Amendment Agreement dated as of August 31,
2001 among Contran Corporation, National City Lines, Inc. and
U.S. Bank National Association.
Exhibit 13 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 14 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.
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 5, 2002
By: /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: August 5, 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").
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, VGI and the Company; chairman of the board of NL;
director of Tremont; and trustee and member of the trust
investment committee of the CMRT.
Richard A. Smith (2) Director and 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 ice 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
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.
SCHEDULE D
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 had the following transactions in Shares during the
past 60 days. All the following sales took place on the New York Stock Exchange.
Shares
Purchased
Pursuant to
Stock Option
Exercise on
Such Exercise Shares Sold
Name Date Date Price on Such Date Sales Price
----------------------- ---------- --------- -------- ------------ -----------
Eugene K. Anderson................ 07/03/02 2,100 $6.38 2,100 $15.2524
07/05/02 1,200 $6.38 1,200 $15.0283
07/08/02 3,800 $6.38 3,800 $15.0000
07/08/02 100 $6.38 100 $15.0100
07/08/02 100 $6.38 100 $15.0200
07/09/02 300 $6.38 300 $15.0100
07/10/02 100 $6.38 100 $15.0000
07/10/02 400 $6.38 400 $15.0100
07/10/02 100 $6.38 100 $15.0500
07/11/02 300 $6.38 300 $15.0000
07/11/02 100 $6.38 100 $15.0100
J. Mark Hollingsworth............. 06/28/02 300 $4.96 300 $15.8800
06/28/02 2,100 $4.96 2,100 $15.2500
06/28/02 1,800 $5.14 1,800 $15.2500
06/28/02 600 $5.14 600 $15.3500
06/28/02 2,000 $5.33 2,000 $15.3500
06/28/02 400 $5.33 400 $15.6300
06/28/02 2,000 $5.48 2,000 $15.6300
06/28/02 2,400 $5.53 2,400 $15.6300
06/28/02 400 $5.72 400 $15.6300
07/02/02 1,600 $5.72 1,600 $15.3000
07/02/02 500 $5.74 500 $15.3000
07/03/02 1,600 $5.74 1,600 $15.1500
07/03/02 300 $5.74 300 $15.2000
07/03/02 200 $5.99 200 $15.2000
07/08/02 100 $5.99 100 $15.0100
07/08/02 300 $5.99 300 $15.0200
07/09/02 1,000 $5.99 1,000 $15.0100
07/10/02 300 $5.99 300 $15.0000
07/10/02 100 $5.99 100 $15.0100
07/10/02 1,200 $6.27 1,200 $15.0100
07/10/02 100 $6.27 100 $15.0500
07/11/02 700 $6.27 700 $15.0000
07/11/02 300 $6.56 300 $15.0000
07/11/02 300 $6.56 300 $15.0100
William J. Lindquist.............. 06/28/02 800 $4.96 800 $15.8800
06/28/02 5,200 $4.96 5,200 $15.2500
06/28/02 4,100 $5.14 4,100 $15.2500
06/28/02 1,900 $5.14 1,900 $15.3500
06/28/02 4,400 $5.33 4,400 $15.3500
06/28/02 1,600 $5.33 1,600 $15.6300
06/28/02 6,000 $5.48 6,000 $15.6300
06/28/02 4,900 $5.53 4,900 $15.6300
07/02/02 1,100 $5.53 1,100 $15.3000
07/02/02 4,000 $5.72 4,000 $15.3000
07/03/02 2,000 $5.72 2,000 $15.1500
07/03/02 1,800 $5.74 1,800 $15.1500
07/03/02 1,100 $5.74 1,100 $15.2000
07/08/02 3,100 $5.74 3,100 $15.0100
07/08/02 800 $5.99 800 $15.0200
07/09/02 2,500 $5.99 2,500 $15.0100
07/10/02 700 $5.99 700 $15.0000
07/10/02 2,000 $5.99 2,000 $15.0100
07/10/02 900 $6.27 900 $15.0100
07/10/02 400 $6.27 400 $15.0500
07/10/02 100 $6.27 100 $15.0600
07/11/02 2,200 $6.27 2,200 $15.0000
07/11/02 700 $6.27 700 $15.0100
A. Andrew R. Louis................ 06/28/02 200 $6.38 200 $15.8800
06/28/02 2,000 $6.38 2,000 $15.2500
06/28/02 1,300 $6.38 1,300 $15.3500
06/28/02 2,600 $6.38 2,600 $15.6300
07/02/02 1,100 $6.38 1,100 $15.3000
07/03/02 800 $6.38 800 $15.1500
07/03/02 200 $6.38 200 $15.2000
07/08/02 100 $6.38 100 $15.0100
07/08/02 200 $6.38 200 $15.0200
07/09/02 500 $6.38 500 $15.0100
07/10/02 100 $6.38 100 $15.0000
07/10/02 600 $6.38 600 $15.0100
07/10/02 100 $6.38 100 $15.0500
07/11/02 500 $6.38 500 $15.0000
07/11/02 100 $6.38 100 $15.0100
Kelly D. Luttmer.................. 06/28/02 100 $6.38 100 $15.8800
06/28/02 1,600 $6.38 1,600 $15.2500
06/28/02 1,100 $6.38 1,100 $15.3500
06/28/02 2,100 $6.38 2,100 $15.6300
07/02/02 900 $6.38 900 $15.3000
07/03/02 600 $6.38 600 $15.1500
07/03/02 200 $6.38 200 $15.2000
07/08/02 100 $6.38 100 $15.0100
07/08/02 100 $6.38 100 $15.0200
07/09/02 400 $6.56 400 $15.0100
07/10/02 100 $6.38 100 $15.0000
07/10/02 200 $6.38 200 $15.0100
07/10/02 300 $6.56 300 $15.0100
07/10/02 100 $6.56 100 $15.0500
07/11/02 400 $6.38 400 $15.0000
07/11/02 100 $6.38 100 $15.0100
Bobby D. O'Brien.................. 06/28/02 300 $4.96 300 $15.8800
06/28/02 2,700 $4.96 2,700 $15.2500
06/28/02 1,400 $5.14 1,400 $15.2500
06/28/02 1,600 $5.14 1,600 $15.3500
06/28/02 1,100 $5.33 1,100 $15.3500
06/28/02 1,900 $5.33 1,900 $15.6300
06/28/02 2,000 $5.48 2,000 $15.6300
06/28/02 1,500 $5.53 1,500 $15.6300
07/02/02 1,500 $5.53 1,500 $15.3000
07/02/02 700 $5.72 700 $15.3000
07/03/02 1,300 $5.72 1,300 $15.1500
07/03/02 300 $5.74 300 $15.1500
07/03/02 500 $5.74 500 $15.2000
07/03/02 400 $5.74 400 $15.2500
07/05/02 200 $5.74 200 $15.2000
07/05/02 900 $5.74 900 $15.1500
07/08/02 700 $5.74 700 $15.0100
07/08/02 400 $5.99 400 $15.0200
07/09/02 1,100 $5.99 1,100 $15.0100
07/10/02 300 $5.99 300 $15.0000
07/10/02 200 $5.99 200 $15.0100
07/10/02 1,000 $6.27 1,000 $15.0100
07/10/02 200 $6.27 200 $15.0500
07/11/02 800 $6.27 800 $15.0000
07/11/02 200 $6.56 200 $15.0000
07/11/02 300 $6.56 300 $15.0100
07/22/02 100 $6.56 100 $15.0000
Glenn R. Simmons.................. 06/27/02 20,000 $5.14 20,000 $14.6262
06/27/02 20,000 $5.33 20,000 $14.6262
06/27/02 10,000 $5.53 10,000 $14.6262
07/11/02 1,700 $5.53 1,700 $15.0100
07/11/02 300 $5.53 300 $15.0300
Gregory M. Swalwell............... 06/28/02 300 $4.96 300 $15.8800
06/28/02 2,700 $4.96 2,700 $15.2500
06/28/02 1,400 $5.14 1,400 $15.2500
06/28/02 1,600 $5.14 1,600 $15.3500
06/28/02 1,200 $5.33 1,200 $15.3500
06/28/02 1,800 $5.33 1,800 $15.6300
06/28/02 2,000 $5.48 2,000 $15.6300
06/28/02 1,600 $5.53 1,600 $15.6300
07/02/02 1,400 $5.53 1,400 $15.3000
07/02/02 800 $5.72 800 $15.3000
07/03/02 1,200 $5.72 1,200 $15.1500
07/03/02 400 $5.74 400 $15.1500
07/03/02 500 $5.74 500 $15.2000
07/03/02 400 $5.74 400 $15.2500
07/05/02 200 $5.74 200 $15.2000
07/05/02 800 $5.74 800 $15.1500
07/08/02 700 $5.74 700 $15.0100
07/08/02 400 $5.99 400 $15.0200
07/09/02 1,100 $5.99 1,100 $15.0100
07/10/02 300 $5.99 300 $15.0000
07/10/02 200 $5.99 200 $15.0100
07/10/02 1,000 $6.27 1,000 $15.0100
07/10/02 200 $6.27 200 $15.0500
07/11/02 800 $6.27 800 $15.0000
07/11/02 200 $6.56 200 $15.0000
07/11/02 300 $6.56 300 $15.0100
07/22/02 100 $6.56 100 $15.0000
Steven L. Watson.................. 07/01/02 (1) (1) 5,000 $15.3800
07/01/02 (1) (1) 3,000 $15.3700
07/02/02 (1) (1) 1,000 $15.3200
07/02/02 (1) (1) 6,000 $15.3000
07/03/02 (1) (1) 500 $15.2500
07/03/02 (1) (1) 1,000 $15.1500
07/08/02 (1) (1) 100 $15.0000
07/08/02 100 $4.96 100 $15.0100
07/08/02 1,300 $4.96 1,300 $15.0200
07/09/02 3,900 $4.96 3,900 $15.0100
07/10/02 1,100 $4.96 1,100 $15.0000
07/10/02 1,600 $4.96 1,600 $15.0100
07/10/02 2,900 $5.14 2,900 $15.0100
07/10/02 700 $5.14 700 $15.0500
07/10/02 100 $5.14 100 $15.0600
07/11/02 3,600 $5.14 3,600 $15.0000
07/11/02 700 $5.14 700 $15.0100
07/11/02 700 $5.33 700 $15.0100
-----------------
(1) These sales were sales of previously acquired Shares and did not
involve exercises of stock options.
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.
Exhibit 2 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 3 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 4 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 5* Stock Purchase Agreement dated as of June 27, 2002 between
Contran Corporation and Annette C. Simmons.
Exhibit 6 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 7 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 8 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 9 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 10 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 11* Extension and Amendment Agreement dated as of August 31,
2000 among Contran Corporation, National City Lines, Inc. and
U.S. Bank National Association.
Exhibit 12* Extension and Amendment Agreement dated as of August 31,
2001 among Contran Corporation, National City Lines, Inc. and
U.S. Bank National Association.
Exhibit 13 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 14 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.