SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 68)*
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)
September 19, 2005
(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 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)
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 106,098,763
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
106,098,763
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
106,098,763
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
91.3%
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
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 106,098,763
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
106,098,763
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
106,098,763
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
91.3%
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 106,098,763
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
106,098,763
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
106,098,763
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
91.3%
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 106,098,763
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
106,098,763
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
106,098,763
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
91.3%
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 106,098,763
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
106,098,763
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
106,098,763
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
91.3%
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 106,098,763
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
106,098,763
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
106,098,763
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
91.3%
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 106,098,763
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
106,098,763
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
106,098,763
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
91.3%
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 106,538,163
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
106,538,163
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
106,538,163
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
91.6%
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
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 107,777,263
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 3,383
10 SHARED DISPOSITIVE POWER
107,777,263
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. 68
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. As a result of the Company's
repurchases of Shares, the aggregate ownership of the outstanding Shares of all
of the reporting persons in this Statement increased by one percent on September
19, 2005.
Item 2. Identity and Background
Item 2 is amended as follows.
(a) This Statement is filed (i) by Valhi Holding Company, ("VHC") as a
direct holder of Shares, (ii) by virtue of the direct and indirect ownership of
securities of VHC, by 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") and Contran Corporation ("Contran") and (iii) by
virtue of positions he holds 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.
VHC, the Harold Simmons Foundation, Inc. (the "Foundation"), the Contran
Deferred Compensation Trust No. 2 (the "CDCT No. 2") and The Combined Master
Retirement Trust (the "CMRT") are the direct holders of approximately 91.3%,
0.9%, 0.4% and 0.1%, respectively, of the 116,265,978 Shares outstanding as of
September 19, 2005 according to information furnished by the Company (the
"Outstanding Shares"). VHC may be deemed to control the Company. VGI, National
and Contran are the holders of approximately 87.4%, 10.3% and 2.3%,
respectively, of the outstanding common stock of VHC. Together, VGI, National
and Contran may be deemed to control VHC. 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
the Trusts, Mr. Simmons has the power to vote and direct the disposition of the
shares of Contran stock held by the Trusts. Mr. Simmons, however, disclaims
beneficial ownership of any shares of Contran stock that the Trusts hold.
The Foundation directly holds approximately 0.9% of the Outstanding Shares.
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 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 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. Simmons is chairman of the board of the Company, VHC, 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.
Harold C. Simmons' spouse is the direct owner of 43,400 Shares. Mr. Simmons
may be deemed to share indirect beneficial ownership of such Shares. He
disclaims all such beneficial ownership.
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 36,500 Shares (the "Grandchildren's Trust"). Mr. Simmons, as co-trustee of
the Grandchildren's Trust, has the power to vote and direct the disposition of
the Shares the Grandchildren's Trust directly holds. Mr. Simmons disclaims
beneficial ownership of any Shares that the Grandchildren's Trust holds.
Harold C. Simmons is the direct owner of 3,383 Shares.
The Company is the direct holder of approximately 83.1% of the outstanding
common stock of NL Industries, Inc. ("NL") and may be deemed to control NL. NL
and a subsidiary of NL directly own 3,522,967 Shares and 1,186,200 Shares,
respectively. Pursuant to Delaware law, the Company treats the Shares that NL
and its subsidiary 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.
(c) VHC is engaged in holding Shares and, by virtue of the holding of its
Shares, activities engaged in through the Company and its subsidiaries.
(d) None of the Reporting Persons or, to the best knowledge of such
persons, any of the persons named in Schedule B to this Statement has been
convicted in a criminal proceeding in the past five years (excluding traffic
violations or similar misdemeanors).
(e) None of the Reporting Persons or, to the best knowledge of such
persons, any person named in Schedule B to this Statement, was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Harold C. Simmons and all persons named on Schedule B to this Statement
are citizens of the United States, except as otherwise indicated on such
Schedule.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is amended as follows.
On September 25, 2005, as part of the initial capitalization of VHC, VGI,
National and Contran contributed the following Shares to VHC in exchange for the
following shares of VHC common stock (the "VHC Contribution").
Shares of VHC
Common Stock
Shares Contributed Issued to
Reporting Person to VHC Reporting Person
----------------------------- ------------------ ----------------
Valhi Group, Inc............. 92,739,554 87,409
National City Lines, Inc..... 10,891,009 10,265
Contran Corporation.......... 2,468,200 2,326
----------- -------
Total........................ 106,098,763 100,000
=========== =======
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.
The purpose of the VHC Contribution was to consolidate the ownership of
Shares formerly held by VGI, National and Contran.
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 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 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, John A. St. Wrba, 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) VHC, the Foundation, the CDCT No. 2, the CMRT, the spouse of Harold C.
Simmons, the Grandchildren's Trust and Harold C. Simmons are the direct
beneficial owners of 106,098,763, 1,044,200, 439,400, 115,000, 43,400, 36,500
and 3,383 Shares, respectively.
By virtue of the relationships described under Item 2 of this Statement:
(1) VHC, VGI, Dixie Holding, Dixie Rice, National, NOA and Southwest
may each be deemed be the beneficial owner of the 106,098,763 Shares
(approximately 91.3% of the Outstanding Shares) that VHC directly holds;
(2) Contran may be deemed be the beneficial owner of the 106,538,163
Shares (approximately 91.6% of the Outstanding Shares) that VHC and the
CDCT No. 2 directly hold; and
(3) Harold C. Simmons may be deemed to be the beneficial owner of the
107,780,646 Shares (approximately 92.7% of the Outstanding Shares) that
VHC, the Foundation, the CDCT No. 2, the CMRT, his spouse, the
Grandchildren's Trust 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) VHC, VGI, Dixie Holding, Dixie Rice, National, NOA and Southwest
may each be deemed to share the power to vote and direct the disposition of
the 106,098,763 Shares (approximately 91.3% of the Outstanding Shares) that
VHC directly holds;
(2) Contran may be deemed to share the power to vote and direct the
disposition of the 106,538,163 Shares (approximately 91.6% of the
Outstanding Shares) that VHC and the CDCT No. 2 directly hold;
(3) Harold C. Simmons may be deemed to share the power to vote and
direct the disposition of 107,777,263 Shares (approximately 92.6% of the
Outstanding Shares) that VHC, the Foundation, the CDCT No. 2, the CMRT, his
spouse and the Grandchildren's Trust directly hold; and
(4) Harold C. Simmons may be deemed to have sole power to vote and
direct the disposition of 3,338 Shares that he directly holds.
The Reporting Persons understand, based on ownership filings with the U.S.
Securities and Exchange Commission or upon information provided by the persons
listed on Schedule B to this Statement, that such persons may be deemed to own
personally and beneficially the Shares as indicated on Schedule C to this
Statement.
(c) See the description of the VHC Contribution under Item 3, which is
incorporated herein by reference.
Additionally, on September 1, 2005, Glenn R. Simmons gifted away 6,000
Shares.
(d) Each of VHC, the Foundation, the CDCT No. 2, the CMRT, the spouse of
Harold C. Simmons, the Grandchildren's Trust 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 October 29, 2004, 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 October 28, 2005 or such extended maturity date as may be mutually
agreed to, and are collateralized by, among other things, certain Shares. On
September 16, 2005, no amounts had been borrowed and approximately $7.4 million
of letters of credit were outstanding under the U.S. Bank Facility. Of the
Shares contributed by National in the VHC Contribution, 7.0 million Shares were
pledged under the U.S. Bank Facility. National contributed these 7.0 million
Shares to VHC subject to the lien under the U.S. Bank Facility. VHC is now the
owner of these 7.0 million shares subject to the pledge. Contran, National, VHC
and U.S. Bank are currently in the process of preparing documents to reflect
VHC's pledge of 7.0 million Shares, and the release of the 7.0 million Shares
originally pledged by National, 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, Exhibit 16
to Amendment No. 65 to this Statement, and Exhibits 12 and 13 to Amendment No.
67 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 September 16, 2005, $150,000 principal amount was
outstanding under the SMU Facility and 50,000 Shares had been pledged under the
SMU Facility.
The Shares pledged under the SMU Facility are owned by VHC but loaned to
Dixie Rice pursuant to a Collateral Agreement, dated August 25, 2005 between
Dixie Rice and VHC (the "Collateral Agreement"). Effective August 25, 2005
pursuant to Collateral Agreement, Dixie Rice agreed to:
(i) pay to VHC a fee equal to an annual rate of 0.5% of the average
daily principal loan balance outstanding, during periods in which any
portion of the Shares are pledged under the SMU Facility; and
(ii) indemnify VHC against any loss or incremental cost resulting from
the pledge of the Shares under the SMU Facility.
The foregoing summary of the SMU Facility and the Collateral Agreement is
qualified in its entirety by reference to Exhibit 11 to Amendment No. 59 to this
Statement and Exhibit 13 to this Amendment No. 68 to this Statement,
respectively, which are incorporated herein by this reference. Since 50,000 of
the Shares contributed by Contran in the VHC Contribution were contributed
subject to a similar previously disclosed collateral agreement between Contran
and Dixie Rice, such old collateral agreement has been replaced by this new
collateral agreement between VHC and Dixie Rice.
Effective August 25, 2005 pursuant to three pledge agreements between
Contran and VHC, VHC pledged in the aggregate to three deferred compensation
trusts, including the CDCT No. 2, an aggregate of 6.92 million Shares to secure
Contran's obligations under three deferred compensation agreements for the
benefit of Harold C. Simmons or Glenn R. Simmons. Pursuant to the pledge
agreements, Contran agreed to:
(i) pay VHC quarterly a fee equal to 0.125% of the value of the Shares
pledged under the respective agreement; and
(ii) indemnify VHC against any loss or incremental cost resulting from
the pledge of the Shares to the trusts under the pledge agreements or any
transfer of the Shares to the trusts resulting from an obligation of
Contran to pay Harold C. Simmons amounts under the related deferred
compensation agreements.
Prior to any transfer of any Shares to any of the trusts resulting from such
obligations, VHC retains all rights to vote and receive dividends on the pledged
Shares.
The foregoing summary of the pledge agreements is qualified in its entirety
by reference to Exhibits 14, 15 and 16 to this Amendment No. 68 to this
Statement, respectively, which are incorporated herein by this reference. Since
6.92 million of the Shares contributed by VGI in the VHC Contribution were
contributed subject to three similar previously disclosed pledge agreements
between VGI and Contran, such old pledge agreements have been replaced by these
three new pledge agreements between VHC and Contran.
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 Statement).
Exhibit 2 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 3 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 4 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 5 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 6 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 7 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 Statement).
Exhibit 8 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 Statement).
Exhibit 9 Extension and Amendment Agreement dated as of August 28,
2002 among Contran Corporation, National City Lines, Inc. and U.S.
Bank National Association (incorporated by reference to Exhibit 16
to Amendment No. 65 to this Statement).
Exhibit 10 Amended and Restated Extension and Amendment Agreement dated
as of October 24, 2003 among Contran Corporation, National City
Lines, Inc. and U.S. Bank National Association (incorporated by
reference to Exhibit 12 to Amendment No. 67 to this Statement).
Exhibit 11 Extension and Amendment Agreement dated as of October 29, 2004
among Contran Corporation, National City Lines, Inc. and U.S. Bank
National Association (incorporated by reference to Exhibit 13 to
Amendment No. 67 to this Statement).
Exhibit 12 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 13* Collateral Agreement, dated as of August 25, 2005, between Dixie
Rice Agricultural Corporation, Inc. and Valhi Holding Company.
Exhibit 14* Pledge Agreement dated as of August 25, 2005 between Contran
Corporation and Valhi Holding Company for the benefit of the
Contran Deferred Compensation Trust No. 1.
Exhibit 15* Pledge Agreement dated as of August 25, 2005 between Contran
Corporation and Valhi Holding Company for the benefit of the
Contran Deferred Compensation Trust No. 2.
Exhibit 16* Pledge Agreement dated as of August 25, 2005 between Contran
Corporation and Valhi Holding Company for the benefit of the
Contran Deferred Compensation Trust No. 3.
----------
* 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: September 27, 2005
/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: September 27, 2005
/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 HOLDING COMPANY
DIXIE RICE AGRICULTURAL CORPORATION, INC.
NATIONAL CITY LINES, INC.
NOA, INC.
SOUTHWEST LOUISIANA LAND COMPANY, INC.
VALHI HOLDING COMPANY
VALHI GROUP, 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"), Valhi Group,
Inc. ("VGI") and Valhi Holding Company ("VHC") 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, Valhi,
Inc. (the "Company"), VGI and VHC.
Robert D. Graham Vice president of Contran, Dixie Holding, Dixie
Rice, National, NOA, Southwest, the Company, VGI
and VHC; and vice president, general counsel and
secretary of Kronos Worldwide, Inc. ("Kronos
Worldwide") and NL Industries, Inc. ("NL"), both
subsidiaries of the Company.
J. Mark Hollingsworth Vice president and general counsel of Contran,
Dixie Holding, Dixie Rice, National, NOA,
Southwest, the Company, VGI and VHC; general
counsel of CompX International Inc., an
affiliate of the Company ("CompX"); trust
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"), an
affiliate of Contran.
William J. Lindquist Director and senior vice president of Contran,
Dixie Holding, National, NOA, VGI and VHC;
senior vice president of the Company, Dixie Rice
and Southwest.
A. Andrew R. Louis Secretary of Contran, CompX, Dixie Holding,
Dixie Rice, National, NOA, Southwest, the
Company, VGI and VHC.
Kelly D. Luttmer Vice president and tax director of the Company,
Contran, CompX, Dixie Holding, Dixie Rice,
Kronos Worldwide, National, NL, NOA, Southwest,
VGI and VHC.
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, chief financial officer and
director of Dixie Holding, National, NOA and
VGI; and vice president and chief financial
officer of the Company, Contran, Dixie Rice,
Southwest and VHC.
Glenn R. Simmons Vice chairman of the board of Contran, Dixie
Holding, Dixie Rice, National, NOA, the Company,
VGI and VHC; chairman of the board of CompX and
Keystone; director and executive vice president
of Southwest; and a director of Kronos
Worldwide, NL and Titanium Metals Corporation,
an affiliate of the Company ("TIMET").
Harold C. Simmons Chairman of the board of the Company, Contran,
Dixie Holding, Dixie Rice, National, NOA,
Southwest, VGI and VHC; chairman of the board
and chief executive officer of Kronos Worldwide
and NL; vice chairman of TIMET; and trustee and
member of the trust investment committee of the
CMRT.
Richard A. Smith (2) Vice president of Dixie Rice.
John A. St. Wrba Vice president and treasurer of the Company,
Contran, Dixie Holding, Dixie Rice, Kronos
Worldwide, National, NL, NOA, Southwest, VGI and
VHC; and vice president and assistant treasurer
of TIMET.
Gregory M. Swalwell Vice president and controller of the Company,
Contran, Dixie Holding, National, NOA,
Southwest, VGI and VHC; vice president, finance
and chief financial officer of Kronos Worldwide
and NL; and vice president of Dixie Rice,
Southwest and TIMET.
Steven L. Watson Director and president of Contran, Dixie
Holding, Dixie Rice, National, NOA, VGI and VHC;
director, president and chief executive officer
of the Company; director and executive vice
president of Southwest; vice chairman of Kronos
Worldwide; and a director of CompX, Keystone, NL
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 U.S. 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:
Shares Options
Name Held Held (1) Total
-------------------------- ----------- ----------- -----------
Eugene K. Anderson 1,446 51,400 52,846
Robert D. Graham -0- -0- -0-
J. Mark Hollingsworth -0- 100,000 100,000
William J. Lindquist -0- 130,000 130,000
A. Andrew R. Louis -0- 69,600 69,600
Kelly D. Luttmer -0- 66,600 66,600
Andrew McCollam, Jr. 550 -0- 550
Harold M. Mire 1,137 -0- 1,137
Bobby D. O'Brien -0- 80,000 80,000
Glenn R. Simmons(2) 12,247 -0- 12,247
Harold C. Simmons(3) 83,283 -0- 83,283
Richard A. Smith 333 -0- 333
John A. St. Wrba -0- -0- -0-
Gregory M. Swalwell 1,166 100,000 100,000
Steven L. Watson 17,246 100,000 117,246
----------
(1) Represents Shares issuable pursuant to the exercise within 60 days of the
execution date of this Statement of stock options.
(2) The Reporting Persons 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) Includes 43,400 and 36,500 Shares directly held, respectively, by Harold C.
Simmons' spouse and a trust of which Harold C. Simmons and his spouse are
co-trustees and the beneficiaries of which are the grandchildren of his
spouse. Mr. Harold C. Simmons also may be deemed to possess indirect
beneficial ownership of the other 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.
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 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 3 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 4 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 5 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 6 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 7 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 Statement).
Exhibit 8 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 Statement).
Exhibit 9 Extension and Amendment Agreement dated as of August 28,
2002 among Contran Corporation, National City Lines, Inc. and U.S.
Bank National Association (incorporated by reference to Exhibit 16
to Amendment No. 65 to this Statement).
Exhibit 10 Amended and Restated Extension and Amendment Agreement dated
as of October 24, 2003 among Contran Corporation, National City
Lines, Inc. and U.S. Bank National Association (incorporated by
reference to Exhibit 12 to Amendment No. 67 to this Statement).
Exhibit 11 Extension and Amendment Agreement dated as of October 29, 2004
among Contran Corporation, National City Lines, Inc. and U.S. Bank
National Association (incorporated by reference to Exhibit 13 to
Amendment No. 67 to this Statement).
Exhibit 12 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 13* Collateral Agreement, dated as of August 25, 2005, between Dixie
Rice Agricultural Corporation, Inc. and Valhi Holding Company.
Exhibit 14* Pledge Agreement dated as of August 25, 2005 between Contran
Corporation and Valhi Holding Company for the benefit of the
Contran Deferred Compensation Trust No. 1.
Exhibit 15* Pledge Agreement dated as of August 25, 2005 between Contran
Corporation and Valhi Holding Company for the benefit of the
Contran Deferred Compensation Trust No. 2.
Exhibit 16* Pledge Agreement dated as of August 25, 2005 between Contran
Corporation and Valhi Holding Company for the benefit of the
Contran Deferred Compensation Trust No. 3.
----------
* Filed herewith.