SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 67)*
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)
January 5, 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 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)
77.6%
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)
86.7%
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)
86.7%
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)
77.6%
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)
77.6%
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)
86.7%
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 108,332,963
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
108,332,963
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
108,332,963
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
90.7%
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 109,575,563
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 3,383
10 SHARED DISPOSITIVE POWER
109,575,563
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. 67
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") and National
City Lines, Inc. ("National") as direct holders of Shares, (ii) by virtue of the
direct and indirect ownership of securities of VGI and National (as described
below in this Statement), by NOA, Inc. ("NOA"), Dixie Holding Company ("Dixie
Holding"), Dixie Rice Agricultural Corporation, Inc. ("Dixie Rice"), Southwest
Louisiana Land Company, Inc. ("Southwest") and Contran Corporation ("Contran")
and (iii) by virtue of 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.
VGI, National, Contran, 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 77.6%, 9.1%, 3.6%, 0.9%, 0.4% and 0.1%, respectively, of the
119,485,878 Shares outstanding as of January 10, 2005 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, 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, 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 40,000 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 83.3% 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.
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 $3,052,072.00. 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.
Contran purchased the Shares reported in Item 5(c) in order to increase its
equity interest in the Company.
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, 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, the
spouse of Harold C. Simmons, the Grandchildren's Trust and Harold C. Simmons are
the direct beneficial owners of 92,739,554, 10,891,009, 4,263,000, 1,044,200,
439,400, 115,000, 43,400, 40,000 and 3,383 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 77.6% 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 86.7% of the
Outstanding Shares) that VGI and National directly hold;
(3) Contran may be deemed to be the beneficial owner of the
108,332,963 Shares (approximately 90.7% 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
109,578,946 Shares (approximately 91.7% of the Outstanding Shares) that
VGI, National, Contran, 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) VGI, Dixie Holding and Dixie Rice may each be deemed to share the
power to vote and direct the disposition of the 92,739,554 Shares
(approximately 77.6% of the Outstanding 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 103,630,563 Shares (approximately
86.7% of the Outstanding Shares) that VGI and National directly hold;
(3) Contran may be deemed to share the power to vote and direct the
disposition of the 108,332,963 Shares (approximately 90.7% of the
Outstanding Shares) that VGI, National, Contran and the CDCT No. 2 directly
hold;
(4) Harold C. Simmons may be deemed to share the power to vote and
direct the disposition of 109,575,563 Shares (approximately 91.7% of the
Outstanding Shares) that VGI, National, Contran, the Foundation, the CDCT
No. 2, the CMRT, his spouse and the Grandchildren's Trust directly hold;
and
(5) 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
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) The table below sets forth transactions in the Shares by the Reporting
Persons during the past 60 days. Contran was the only Reporting Person to have
transactions in the Shares during the past 60 days. Contran executed all of such
transactions, which were all purchases of Shares, on the New York Stock
Exchange.
Number of Approximate Price Per Share ($)
Date Shares (exclusive of commissions)
---------------- --------------- -------------------------------
11/15/04 3,700 $15.5000
11/16/04 4,100 $15.5000
11/19/04 2,100 $15.5000
12/01/04 5,000 $15.5000
12/08/04 100 $15.3400
12/08/04 1,400 $15.4000
12/08/04 2,500 $15.5000
12/09/04 100 $15.4600
12/09/04 10,800 $15.5000
12/16/04 100 $15.4300
12/16/04 400 $15.5000
12/16/04 4,900 $15.4600
12/17/04 500 $15.4400
12/17/04 5,100 $15.5000
12/20/04 1,600 $15.5000
01/05/05 150,000 $15.5000
01/07/05 3,900 $15.5000
(d) Each of VGI, National, Contran, 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
January 10, 2005, no amounts had been borrowed, approximately $5.2 million of
letters of credit were outstanding and National had pledged 7,000,000 Shares
under the U.S. Bank Facility. The foregoing summary of the U.S. Bank Facility is
qualified in its entirety by reference to Exhibits 1 through 5 to Amendment No.
63 to this Statement, Exhibits 11 and 12 to Amendment No. 64 to this Statement,
Exhibit 16 to Amendment No. 65 to this Statement, and Exhibits 12 and 13 to this
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 January 10, 2005, $225,000 principal amount was
outstanding under the SMU Facility and 150,000 Shares had been pledged under the
SMU Facility. The Shares pledged under the SMU Facility are held directly by
Contran but loaned to Dixie Rice pursuant to a Collateral Agreement, dated
December 29, 1988 between Dixie Rice and Contran (the "Collateral Agreement").
The foregoing summary of the SMU Facility and the Collateral Agreement is
qualified in its entirety by reference to Exhibits 11 and 12 to Amendment No. 59
to this Statement, respectively, which are incorporated herein by this
reference.
Effective January 1, 2004 pursuant to two pledge agreements between Contran
and VGI, VGI pledged in the aggregate to two deferred compensation trusts,
including the CDCT No. 2, an aggregate of 6.8 million Shares to secure Contran's
obligations under two deferred compensation agreements between Contran and
Harold C. Simmons. Pursuant to the pledge agreements, Contran agreed:
(i) to pay VGI quarterly a fee equal to 0.125% of the value of the
Shares pledged under the respective agreement; and
(ii) indemnify VGI 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 either of the trusts resulting from such
obligations, VGI retains all rights to vote and receive dividends on the pledged
Shares.
Effective July 1, 2004 pursuant to a pledge agreement between Contran and
VGI, VGI pledged to a deferred compensation trust 300,000 Shares to secure
Contran's obligations under a deferred compensation agreement between Contran
and Glenn R. Simmons. The terms of this pledge agreement are similar to those
under the pledges agreements securing Contran's obligations under its deferred
compensation agreements with Harold C. Simmons.
The foregoing summary of the pledge agreements is qualified in its entirety
by reference to Exhibits 14, 15 and 16 to this Amendment No. 67 to this
Statement, respectively, which are incorporated herein by this reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended and restated as follows.
Exhibit 1 Contran Deferred Compensation Trust No. 2 (Amended and
Restated), dated as of August 8, 2000, between Contran
Corporation and U.S. Bank National Association (incorporated
by reference to Exhibit 1 to Amendment No. 64 to this
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 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 11 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).
Exhibit 12* 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.
Exhibit 13* Extension and Amendment Agreement dated as of October 29,
2004 among Contran Corporation, National City Lines, Inc. and
U.S. Bank National Association.
Exhibit 14* Pledge Agreement dated as of January 1, 2004 between
Contran Corporation and Valhi Group, Inc. for the benefit of
the Contran Deferred Compensation Trust No. 1.
Exhibit 15* Pledge Agreement dated as of January 1, 2004 between
Contran Corporation and Valhi Group, Inc. for the benefit of
the Contran Deferred Compensation Trust No. 2.
Exhibit 16* Pledge Agreement dated as of July 1, 2004 between Contran
Corporation and Valhi Group, Inc. 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: January 12, 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: January 12, 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 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") 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, Valhi,
Inc. (the "Company") and VGI.
Robert D. Graham Vice president of Contran, Dixie Holding, Dixie
Rice, National, NOA, Southwest, the Company and
VGI; 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 and VGI; general counsel
of CompX International Inc., an affiliate of 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"), an affiliate of
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, the
Company and VGI.
Kelly D. Luttmer Tax director of Contran, Dixie Holding, Dixie
Rice, National, NOA, Southwest, VGI; and vice
president and tax director of CompX 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, treasurer and director of Dixie
Holding, National, NOA, and VGI; vice president
and treasurer of Contran, Dixie Rice and
Southwest; and vice president, chief financial
officer and treasurer of the Company.
Glenn R. Simmons Vice chairman of the board of Contran, Dixie
Holding, Dixie Rice, National, NOA, the Company
and VGI; chairman of the board of CompX and
Keystone; director and executive vice president
of Southwest; director of Kronos Worldwide, NL
and Titanium Metals Corporation, an affiliate of
the Company ("TIMET").
Harold C. Simmons Chairman of the board of Contran, Dixie Holding,
Dixie Rice, National, NOA, Southwest, the
Company and VGI; 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 Vice president of Dixie Rice.
Gregory M. Swalwell Vice president and controller of Contran, Dixie
Holding, National, NOA, Southwest, the Company
and VGI; vice president of Dixie Rice; vice
president, finance and chief financial officer
of Kronos Worldwide and NL.
Steven L. Watson Director and president of Contran, Dixie
Holding, Dixie Rice, National, NOA and VGI;
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, NL, Keystone
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:
Shares Options
Name Held Held (1) Total
-------------------------- ----------- ----------- -----------
Eugene K. Anderson 1,446 48,400 49,846
Robert D. Graham -0- -0- -0-
J. Mark Hollingsworth -0- 95,000 95,000
William J. Lindquist -0- 130,000 130,000
A. Andrew R. Louis -0- 65,600 65,600
Kelly D. Luttmer -0- 62,600 62,600
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) 9,247 -0- 9,247
Harold C. Simmons(3) 3,383 -0- 3,383
Richard A. Smith 333 -0- 333
Gregory M. Swalwell 1,166 95,000 95,000
Steven L. Watson 17,246 100,000 117,246
----------
(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 Mr.
Simmons also include 800 Shares held in his wife's retirement account, with
respect to which Mr. Simmons disclaims beneficial ownership.
(3) Mr. Harold C. 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.
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 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 11 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).
Exhibit 12* 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.
Exhibit 13* Extension and Amendment Agreement dated as of October 29,
2004 among Contran Corporation, National City Lines, Inc. and
U.S. Bank National Association.
Exhibit 14* Pledge Agreement dated as of January 1, 2004 between Contran
Corporation and Valhi Group, Inc. for the benefit of the
Contran Deferred Compensation Trust No. 1.
Exhibit 15* Pledge Agreement dated as of January 1, 2004 between Contran
Corporation and Valhi Group, Inc. for the benefit of the
Contran Deferred Compensation Trust No. 2.
Exhibit 16* Pledge Agreement dated as of July 1, 2004 between Contran
Corporation and Valhi Group, Inc. for the benefit of the
Contran Deferred Compensation Trust No. 3.
----------
* Filed herewith.