SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
(Amendment No. 16)*
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)
December 16, 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. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH
PERSONS (ENTITIES ONLY)
Tremont 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)
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 12,544,505
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,544,505
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,544,505
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.4%
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)
Tremont 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
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 12,544,505
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,544,505
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,544,505
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.4%
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)
NL Industries, 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
New Jersey
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 12,544,505
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,544,505
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,544,505
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.4%
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, 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 12,544,505
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,544,505
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,544,505
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.4%
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 12,544,505
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,544,505
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,544,505
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.4%
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 12,544,505
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,544,505
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,544,505
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.4%
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 12,544,505
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,544,505
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,544,505
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.4%
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 12,544,505
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,544,505
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,544,505
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.4%
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 12,544,505
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,544,505
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,544,505
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.4%
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 12,544,505
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,544,505
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,544,505
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.4%
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 12,544,505
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,544,505
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,544,505
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.4%
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 12,544,505
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,544,505
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,544,505
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.4%
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 15,409,705
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
15,409,705
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,409,705
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.4%
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)
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 16,614,805
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
16,614,805
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. 16
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 and 6 of this Statement are hereby amended as set forth below.
Item 2. Identity and Background.
Item 2(a), 2(d), 2(e) and 2(f) are amended and restated as follows:
(a) This Statement is filed (i) by Tremont Corporation ("Tremont") and
The Combined Master Retirement Trust (the "CMRT") as the direct holders of
Shares, (ii) by virtue of the direct and indirect ownership of securities of
Tremont (as described below in this Statement), by Tremont Group, Inc. ("TGI"),
NL Industries, Inc. ("NL"), Valhi, Inc. ("Valhi"), 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") and (iii)
by virtue of his positions with Contran and certain of the other entities (as
described in this Statement), by Harold C. Simmons (collectively, the "Reporting
Persons"). By signing this Statement, each Reporting Person agrees that this
Statement is filed on its or his behalf.
Tremont and the CMRT are the direct holders of approximately 39.4% and
9.0%, respectively, of the 31,849,538 Shares outstanding as of December 13, 2002
based on the Company's Proxy Statement dated December 19, 2002 relating to a
Special Meeting of Stockholders to be held on February 4, 2003 (the "Outstanding
Shares"). Tremont may be deemed to control the Company.
Harold C. Simmons' spouse, by virtue of her direct ownership of 900,000
6 5/8% Convertible Preferred Securities, Beneficial Unsecured Convertible
Securities of the TIMET Capital Trust 1 (the "BUCs") that are convertible into
1,205,100 Shares (which is equivalent to a conversion price of approximately
$37.34 per Share), indirectly holds approximately 3.6% of the outstanding
Shares, assuming the full conversion of only the BUCs she directly holds.
TGI, NL and Valhi are the direct holders of approximately 80.0%, 0.1%
and 0.1%, respectively, of the outstanding shares of Tremont common stock and
together may be deemed to control Tremont. Valhi and NL are the direct holders
of 80.0% and 20.0%, respectively of the outstanding common stock of TGI and
together may be deemed to control TGI. Valhi and Tremont are the direct holders
of approximately 63.2% and 21.4%, respectively, of the outstanding common stock
of NL and together may be deemed to control NL. VGI, National, Contran, the
Foundation, the Contran Deferred Compensation Trust No. 2 (the "CDCT No. 2") and
the CMRT are the direct holders of 80.6%, 9.5%, 2.1%, 1.4%, 0.4% and 0.1%,
respectively, of the common stock of Valhi. Together, VGI, National and Contran
may be deemed to control Valhi. National, NOA and Dixie Holding are the direct
holders of approximately 73.3%, 11.4% and 15.3%, respectively, of the
outstanding common stock of VGI. Together, National, NOA and Dixie Holding may
be deemed to control VGI. Contran and NOA are the direct holders of
approximately 85.7% and 14.3%, respectively, of the outstanding common stock of
National and together may be deemed to control National. Contran and Southwest
are the direct holders of approximately 49.9% and 50.1%, respectively, of the
outstanding common stock of NOA and together may be deemed to control NOA. Dixie
Rice is the direct holder of 100% of the outstanding common stock of Dixie
Holding and may be deemed to control Dixie Holding. Contran is the holder of
100% of the outstanding common stock of Dixie Rice and may be deemed to control
Dixie Rice. Contran is the holder of approximately 88.9% of the outstanding
common stock of Southwest and may be deemed to control Southwest.
Substantially all of Contran's outstanding voting stock is held by
trusts established for the benefit of certain children and grandchildren of
Harold C. Simmons (the "Trusts"), of which Mr. Simmons is the sole trustee. As
sole trustee of each of the Trusts, Mr. Simmons has the power to vote and direct
the disposition of the shares of Contran stock held by each of the Trusts. Mr.
Simmons, however, disclaims beneficial ownership of any shares of Contran stock
that the Trusts hold.
The CMRT directly holds approximately 9.0% 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. Mr. Simmons is a participant in one or
more of the employee benefit plans that invest through the CMRT.
The Foundation directly holds approximately 1.4% of the outstanding
Valhi common stock. The Foundation is a tax-exempt foundation organized for
charitable purposes. Harold C. Simmons is the chairman of the board 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") and a subsidiary of NL directly
own 1,000,000 shares and 1,186,200 shares, respectively, of Valhi common stock.
Valhi is the direct holder of 100% of the outstanding common stock of Valmont
and may be deemed to control Valmont. Pursuant to Delaware law, Valhi treats the
shares of Valhi common stock that Valmont and the subsidiary of NL own as
treasury stock for voting purposes and for the purposes of this Statement such
shares are not deemed outstanding.
Mr. Harold C. Simmons is chairman of the board of TGI, NL, Valhi, VGI,
National, NOA, Dixie Holding, Dixie Rice, Southwest and Contran and a director
of Tremont.
By virtue of the offices held, the stock ownership and his service as
trustee, all as described above, (a) Mr. Simmons may be deemed to control the
entities described above and (b) Mr. Simmons and certain of such entities may be
deemed to possess indirect beneficial ownership of Shares directly held by
certain of such other entities. Mr. Simmons disclaims beneficial ownership of
the Shares beneficially owned, directly or indirectly, by any of such entities.
Harold C. Simmons may be deemed to share indirect beneficial ownership
of the 900,000 BUCs (which are convertible into 1,205,100 Shares) and 69,475
shares of NL common stock that his spouse directly holds. Mr. Simmons disclaims
all such beneficial ownership.
Tremont and Valhi have entered into a merger agreement pursuant to
which Tremont would merge into a wholly owned subsidiary of Valhi (the "Tremont
Merger"). As a result, Tremont would become a wholly owned subsidiary of Valhi
and stockholders of Tremont, other than Valhi and TGI, would receive shares of
Valhi common stock (and cash in lieu of fractional shares). The Tremont Merger
is subject to approval by Tremont's stockholders and certain other conditions.
Valhi and TGI have entered into a merger agreement pursuant to which
TGI would merge into a wholly owned subsidiary of Valhi (the "TGI Merger"). As a
result, TGI would become a wholly owned subsidiary of Valhi and NL would receive
shares of Valhi common stock at the same exchange ratio provided in the Tremont
Merger. It is a condition to the Tremont Merger that the TGI Merger become
effective.
(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:
The total amount of funds Tremont used to acquire the Shares purchased
by it as reported in Item 5(c) was $533,661.00 (including commissions). Such
funds were provided by Tremont's cash on hand.
The Reporting Persons understand that the total amount of funds Harold
Simmons' spouse used to acquire the BUCs she purchased as reported in Item 5(c)
was $8,745,000.00 (including commissions), and that such funds were provided by
her cash on hand.
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:
Tremont and Harold C. Simmons' spouse purchased Shares or BUCs, as
applicable, 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 equity 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 equity
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 equity securities held by such entity or person, or
cease buying or selling Company equity securities. Any such additional purchases
or sales of Company equity 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
and Mr. Simmons' spouse were made for such person's personal investment.
Certain of the persons named in Schedule B to this Statement, namely J.
Landis Martin, Robert E. Musgraves, Harold C. Simmons, Glenn R. Simmons, Thomas
P. Stafford and Steven L. Watson, are directors or officers of the Company and
may acquire Shares from time to time pursuant to benefit plans that the Company
sponsors or other compensation arrangements with the Company.
Except as described in this Item 4, none of the Reporting Persons nor,
to the best knowledge of such persons, any other person named in Schedule B to
the this Statement has formulated any plans or proposals that relate to or would
result in any matter required to be disclosed in response to paragraphs (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended as follows:
No change except for the addition of the following:
(a) Tremont and the CMRT are the direct beneficial owners of 12,544,505
and 2,865,200 Shares, respectively. Harold Simmons's spouse is the direct owner
of 900,000 BUCs, which are convertible into 1,205,100 Shares.
By virtue of the relationships described under Item 2 of this
Statement:
(1) Tremont, TGI, NL, Valhi, VGI, National, NOA, Dixie
Holding, Dixie Rice, Southwest, Contran and the Foundation may each be
deemed to be the beneficial owner of the 12,544,505 Shares
(approximately 39.4% of the Outstanding Shares) that Tremont holds
directly;
(2) The CMRT may be deemed to be the beneficial owner of the
15,409,705 Shares (approximately 48.4% of the Outstanding Shares) that
Tremont and the CMRT hold directly; and
(3) Harold C. Simmons may be deemed to be the beneficial owner
of the 16,614,805 Shares that Tremont and the CMRT hold directly and
the Shares his spouse may acquire upon conversion of the 900,000 BUCs
that she holds directly (in the aggregate approximately 50.3% of the
outstanding Shares assuming the full conversion of only her BUCs).
Mr. Simmons disclaims beneficial ownership of all Company equity
securities.
(b) By virtue of the relationships described in Item 2:
(1) Tremont, TGI, NL, 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
12,544,505 Shares (approximately 39.4% of the Outstanding Shares) that
Tremont holds directly;
(2) The CMRT may be deemed to share the power to vote and
direct the disposition of the 15,409,705 Shares (approximately 48.4% of
the Outstanding Shares) that Tremont and the CMRT hold directly; and
(3) Harold C. Simmons may be deemed to share the power to vote
and direct the disposition of the 16,614,805 Shares that Tremont and
the CMRT hold directly and the Shares his spouse may acquire upon
conversion of the 900,000 BUCs that she holds directly (in the
aggregate approximately 50.3% of the outstanding Shares assuming the
full conversion of only her BUCs).
(c) The table below sets forth purchases of the Shares or BUCs, as
applicable, by the Reporting Persons or Harold C. Simmons' spouse since October
17, 2002. All purchases were executed on the New York Stock Exchange.
Approximate Purchase
Type of Price Per Security
Company Number (exclusive of
Purchaser Date Security of Securities commissions)
------------------------- -------- -------- ---------------- -------------
Harold C. Simmons' Spouse 12/12/02 BUCs 100,000 $7.0000
Harold C. Simmons' Spouse 12/16/02 BUCs 800,000 $10.0000
Tremont...................................... 12/23/02 Shares 28,800 $1.9800
Tremont...................................... 12/23/02 Shares 10,000 $1.9400
Tremont...................................... 12/23/02 Shares 9,500 $1.9300
Tremont...................................... 12/23/02 Shares 28,100 $1.9500
Tremont...................................... 12/23/02 Shares 2,000 $1.9600
Tremont...................................... 12/23/02 Shares 5,700 $1.9700
Tremont...................................... 12/23/02 Shares 8,300 $1.9000
Tremont...................................... 12/23/02 Shares 2,800 $1.8900
Tremont...................................... 12/23/02 Shares 200 $1.8000
Tremont...................................... 12/23/02 Shares 1,200 $1.7700
Tremont...................................... 12/23/02 Shares 500 $1.7900
Tremont...................................... 12/24/02 Shares 200 $1.9800
Tremont...................................... 12/24/02 Shares 5,300 $1.9900
Tremont...................................... 12/24/02 Shares 95,700 $2.0000
Tremont...................................... 12/26/02 Shares 800 $2.0600
Tremont...................................... 12/26/02 Shares 1,000 $2.0800
Tremont...................................... 12/26/02 Shares 5,200 $2.1000
Tremont...................................... 12/26/02 Shares 2,800 $2.1500
Tremont...................................... 12/27/02 Shares 3,500 $2.1400
Tremont...................................... 12/31/02 Shares 20,000 $1.8900
Tremont...................................... 12/31/02 Shares 12,900 $1.8700
Tremont...................................... 12/31/02 Shares 6,800 $1.9500
Tremont...................................... 12/31/02 Shares 13,200 $1.9400
During the 60 days prior to the date of this amendment, certain of the
persons named on Schedule B to this Statement purchased Company equity
securities. Such purchases are set forth on Schedule D attached hereto and
incorporated herein by reference.
(d) Each of Tremont, the CMRT and Harold C. Simmons' spouse has the
right to receive and the power to direct the receipt of dividends from, and
proceeds from the sale of, the Company equity securities held by such entity or
person.
(e) On September 23, 2002, NL dissolved Tremont Holdings, LLC and as a
result NL acquired direct beneficial ownership of all shares of TGI and Tremont
common stock previously held by Tremont Holdings, LLC.
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.
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: January 6, 2003
/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: January 6, 2003
/s/ J. Landis Martin
----------------------
J. Landis Martin
Signing in the
capacity listed on
Schedule "A" attached
hereto and
incorporated herein by
reference.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: January 6, 2003
/s/ Steven L. Watson
----------------------
Steven L. Watson
Signing in the
capacities listed on
Schedule "A" attached
hereto and
incorporated herein by
reference.
SCHEDULE A
HAROLD C. SIMMONS, in his individual capacity and as trustee for THE COMBINED
MASTER RETIREMENT TRUST.
J. LANDIS MARTIN, as president and chief executive officer of TREMONT
CORPORATION and NL INDUSTRIES, INC.
STEVEN L. WATSON, as president or vice president of each of:
CONTRAN CORPORATION
DIXIE HOLDING COMPANY
DIXIE RICE AGRICULTURAL CORPORATION, INC.
HAROLD SIMMONS FOUNDATION, INC.
NATIONAL CITY LINES, INC.
NOA, INC.
SOUTHWEST LOUISIANA LAND COMPANY, INC.
TREMONT GROUP, INC.
VALHI GROUP, INC.
VALHI, INC.
Schedule B
Schedule B is hereby amended and restated as follows:
The names of the directors and executive officers of Contran
Corporation ("Contran"), Dixie Holding Company ("Dixie Holding"), Dixie Rice
Agricultural Corporation, Inc. ("Dixie Rice"), the Harold Simmons Foundation,
Inc. (the "Foundation"), National City Lines, Inc. ("National"), NL Industries,
Inc. ("NL"), NOA, Inc. ("NOA"), Southwest Louisiana Land Company, Inc.
("Southwest"), Tremont Corporation ("Tremont"), Tremont Group, Inc. ("TGI"),
Valhi Group, Inc. ("VGI") and Valhi, Inc. ("Valhi"), and their present principal
occupations are set forth below. Except as otherwise indicated, each such person
is a citizen of the United States of America and the business address of each
such person is 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240.
Name Present Principal Occupation
----------------------------- ---------------------------------
Eugene K. Anderson Vice president of Contran, Dixie Holding,
Dixie Rice, National, NOA, Southwest, TGI,
VGI and Valhi; and treasurer of the
Foundation.
Thomas E. Barry (1) Vice president for executive affairs at
Southern Methodist University and professor
of marketing in the Edwin L. Cox School of
Business at Southern Methodist University;
and a director of Valhi.
Norman S. Edelcup (2) Senior vice president business development
of Florida Savings Bancorp; director of
Valhi; and trustee of the Baron Funds, a
mutual fund group.
Lisa Simmons Epstein Director and president of the Foundation.
David B. Garten (3) Vice president, general counsel and
secretary of NL.
Robert D. Graham Vice president of Contran, Dixie Holding,
Dixie Rice, the Foundation, National, NOA,
Southwest, TGI, VGI and Valhi.
Edward J. Hardin (4) Partner of the law firm of Rogers & Hardin
LLP; and a director of Valhi.
Robert D. Hardy (3) Vice president, chief financial officer,
controller and treasurer of NL.
J. Mark Hollingsworth Vice president and general counsel of
Contran, Dixie Holding, Dixie Rice,
National, NOA, Southwest, TGI, VGI and
Valhi; general counsel of the Foundation,
CompX International Inc., an affiliate of
Valhi ("CompX"), and The Combined Master
Retirement Trust, a trust Valhi established
to permit the collective investment by
master trusts that maintain the assets of
certain employee benefit plans Valhi and
related companies adopt (the "CMRT"); and
acting general counsel of Keystone
Consolidated Industries, Inc. ("Keystone"),
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, TGI
and VGI; senior vice president of Dixie
Rice, Southwest and Valhi.
A. Andrew R. Louis Secretary of Contran, CompX, Dixie Holding,
Dixie Rice, National, NOA, Southwest, TGI,
VGI and Valhi.
Kelly D. Luttmer Tax director of Contran, CompX, Dixie
Holding, Dixie Rice, National, NOA,
Southwest, TGI, VGI and Valhi.
Ann Manix (5) Managing partner of Drucker Research
Corporation, a privately held industrial
research firm; and director of NL.
J. Landis Martin (6) President, chief executive officer and a
director of NL; and chairman of the board,
president and chief executive officer of
Tremont and Titanium Metals Corporation (the
"Company").
Andrew McCollam, Jr. (7) President and a director of Southwest;
director of Dixie Rice; and a private
investor.
W. Hayden McIlroy (8) Private investor primarily in real estate;
and a director of Tremont, Med Images, a
medical information company, and Cadco
Systems, Inc., a manufacturer of emergency
alert systems.
Harold M. Mire (9) Vice president of Dixie Rice and Southwest.
Robert E. Musgraves (6) Chief Operating Officer (North America) of
the Company; and vice president, general
counsel and secretary of Tremont.
Bobby D. O'Brien Vice president, treasurer and director of
Dixie Holding, National, NOA and VGI; and
vice president and treasurer of Contran,
Dixie Rice, Southwest, TGI and Valhi.
George E. Poston (10) President of Poston Real Estate Co., a
privately held commercial real estate
investment company, and Poston Capital Co.,
a privately held investment company; and
director of NL.
Glenn R. Simmons Vice chairman of the board of Contran, Dixie
Holding, Dixie Rice, National, NOA, TGI, VGI
and Valhi; chairman of the board of CompX
and Keystone; director and executive vice
president of Southwest; and a director of
NL, Tremont and the Company.
Harold C. Simmons Chairman of the board of Contran, Dixie
Holding, Dixie Rice, the Foundation,
National, NL, NOA, Southwest, TGI, VGI and
Valhi; director of Tremont; and trustee and
member of the trust investment committee of
the CMRT.
Richard A. Smith (9) Vice president of Dixie Rice.
Thomas P. Stafford (11) Co-founder of Stafford, Burke and Hecker,
Inc., a consulting company; director of NL,
Tremont and the Company; and a director of
CMI Corporation and The Wackenhut Corp.
Gregory M. Swalwell Vice president and controller of Contran,
Dixie Holding, National, NOA, Southwest,
TGI, VGI and Valhi; and vice president of
Dixie Rice.
J. Walter Tucker, Jr. (12) 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, TGI and
VGI; Director, president and chief executive
officer of Valhi; director and executive
vice president of Southwest; director, vice
president and secretary of the Foundation;
and a director of NL, Tremont and the
Company.
Lawrence A. Wigdor (3) Executive vice president of NL.
Terry N. Worrell (13) Associated with Worrell Investments, Inc., a
real estate investment company; and a
director of Tremont and Regency Centers, a
publicly traded developer/operator of
shopping centers.
----------
(1) The principal business address for Dr. Barry is Southern Methodist
University, Perkins Administration Bldg. #224, Dallas,
Texas 75275.
(2) The principal business address for Mr. Edelcup is 8181 Southwest 117th
Street, Pinecrest, Florida 33156.
(3) The principal business address for Messrs. Garten, Hardy and Wigdor is
Two Greenspoint Plaza, 16825 Northchase Drive, Suite 1200, Houston,
Texas 77060.
(4) The principal business address for Mr. Hardin is 229 Peachtree Street,
N.E., Suite 2700, Atlanta, Georgia 30303.
(5) The principal business address for Ms. Manix is 6905 Telegraph Road,
Suite 300, Bloomfield Hills, Michigan 48301.
(6) The principal business address for Messrs. Martin and Musgraves is 1999
Broadway, Suite 4300, Denver, Colorado 80202.
(7) The principal business address for Mr. McCollam is 402 Canal Street,
Houma, Louisiana 70360.
(8) The principal business address for Mr. McIlroy is 6116 N. Central
Expressway, Dallas, Texas 75206.
(9) The principal business address for Messrs. Mire and Smith is 600
Pasquiere Street, Gueydan, Louisiana 70542-0010.
(10) The principal business address for Mr. Poston is 3407 North Hall
Street, Dallas, Texas 75219.
(11) The principal business address for Gen. Stafford is 1006 Cameron
Street, Alexandria, Virginia 22314.
(12) The principal business address for Mr. Tucker is 400 E. Central
Boulevard, Orlando, Florida 32801.
(13) The principal business address for Mr. Worrell is 6909 Vassar, Dallas,
Texas 75205.
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-
David B. Garten -0- -0- -0-
Robert D. Graham -0- -0- -0-
Edward J. Hardin -0- -0- -0-
Robert D. Hardy -0- -0- -0-
J. Mark Hollingsworth -0- -0- -0-
Keith A. Johnson 3,500 -0- 3,500
William J. Lindquist -0- -0- -0-
A. Andrew R. Louis -0- -0- -0-
Kelly D. Luttmer 100 -0- 100
Ann Manix -0- -0- -0-
J. Landis Martin (2) 1,094,817 427,800 1,522,617
Andrew McCollam, Jr. -0- -0- -0-
W. Hayden McIlroy -0- -0- -0-
Harold M. Mire -0- -0- -0-
Robert E. Musgraves (3) 50,350 52,800 103,150
Bobby D. O'Brien -0- -0- -0-
George E. Poston -0- -0- -0-
Glenn R. Simmons 8,000 5,000 13,000
Harold C. Simmons (4) -0- -0- -0-
Richard A. Smith -0- -0- -0-
Thomas P. Stafford 4,600 6,500 11,100
Gregory M. Swalwell -0- -0- -0-
J. Walter Tucker, Jr. -0- -0- -0-
Steven L. Watson 10,500 10,000 20,500
Lawrence A. Wigdor -0- -0- -0-
Terry N. Worrell -0- -0- -0-
----------
(1) Represents Shares issuable pursuant to the exercise of stock options
within 60 days of the date of this Statement.
(2) Includes (i) 400 Shares Mr. Martin's daughters hold, beneficial
ownership of which Mr. Martin disclaims, and (ii) 17,407 Shares
issuable to Mr. Martin or parties or entities related to him upon
conversion of 13,000 of the 6 5/8% Convertible Preferred Securities,
Beneficial Unsecured Convertible Securities of TIMET Capital Trust 1.
(3) Includes (i) 200 Shares owned by the other members of Mr. Musgraves'
household, beneficial ownership of which Mr. Musgraves disclaims and
(ii) 24,000 Shares that represent restricted shares with respect to
which Mr. Musgraves has the power to vote and right to receive
dividends.
(4) Mr. Simmons may be deemed to possess indirect beneficial ownership of
the Shares as described in Item 5(a) of this Statement. Mr. Simmons
disclaims beneficial ownership of all Shares.
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 ("Shares")
of the common stock, par value $0.01 per share, of Titanium Metals Corporation,
a Delaware corporation (the "Company"), or shares of 6 5/8% Convertible
Preferred Securities, Beneficial Unsecured Convertible Securities of the TIMET
Capital Trust 1 (the "BUCs") since October 17, 2002. All the following
transactions took place on the New York Stock Exchange.
Approximate
Purchase Price Per
Type of Security
Company Number of (exclusive of
Purchaser Transaction Date Security Securities commissions)
---------------- ------------ -------- -------- ------------ ---------------
J. Landis Martin Purchase 10/31/02 Shares 1,000,000 $0.9962
J. Landis Martin Purchase 11/07/02 BUCs 10,000 $7.0000