SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
(Amendment No. 18)*
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)
May 5, 2003
(Date of Event which requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following pages)
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH
PERSONS (ENTITIES ONLY)
Tremont LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC and AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,261,850
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,261,850
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,261,850
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.7%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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 1,263,650
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,263,650
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,263,650
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.7%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH
PERSONS (ENTITIES ONLY)
Valhi Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,263,650
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,263,650
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,263,650
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.7%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH
PERSONS (ENTITIES ONLY)
National City Lines, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,263,650
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,263,650
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,263,650
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.7%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH
PERSONS (ENTITIES ONLY)
NOA, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,263,650
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,263,650
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,263,650
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.7%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH
PERSONS (ENTITIES ONLY)
Dixie Holding Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,263,650
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,263,650
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,263,650
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.7%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH
PERSONS (ENTITIES ONLY)
Dixie Rice Agricultural Corporation, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,263,650
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,263,650
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,263,650
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.7%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH
PERSONS (ENTITIES ONLY)
Southwest Louisiana Land Company, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,263,650
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,263,650
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,263,650
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.7%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH
PERSONS (ENTITIES ONLY)
Contran Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,357,380
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,357,380
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,357,380
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.5%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH
PERSONS (ENTITIES ONLY)
Harold Simmons Foundation, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,263,650
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,263,650
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,263,650
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.7%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH
PERSONS (ENTITIES ONLY)
The Combined Master Retirement Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,550,170
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,550,170
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,550,170
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.7%
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 1,648,660
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,648,660
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. 18
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 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) The following entities or person are filing this Statement
(collectively, the "Reporting Persons"):
(i) Tremont LLC and The Combined Master Retirement Trust (the
"CMRT") as direct holders of Shares;
(ii) Valhi, Inc. ("Valhi"), Valhi Group, Inc. ("VGI"),
National City Lines, Inc. ("National"), NOA, Inc. ("NOA"), Dixie
Holding Company ("Dixie Holding"), Dixie Rice Agricultural Corporation,
Inc. ("Dixie Rice"), Southwest Louisiana Land Company, Inc.
("Southwest"), Contran Corporation ("Contran") and the Harold Simmons
Foundation, Inc. (the "Foundation") by virtue of their direct and
indirect ownership of securities of Tremont LLC (as described below in
this Statement); and
(iii) Harold C. Simmons by virtue of his positions with
Contran and certain of the other entities (as described in this
Statement).
By signing this Statement, each Reporting Person agrees that this Statement is
filed on its or his behalf.
Tremont LLC, the CMRT and Valhi are the direct holders of approximately
39.7%, 9.0% and 0.1%, respectively, of the 3,180,182 Shares outstanding as of
May 7, 2003 according to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2003 (the "Outstanding Shares"). Tremont LLC may be
deemed to control the Company.
Harold C. Simmons' spouse, by virtue of her direct ownership of
1,000,000 6 5/8% Convertible Preferred Securities, Beneficial Unsecured
Convertible Securities of the TIMET Capital Trust 1 (the "BUCs") that are
convertible into 133,900 Shares, indirectly holds approximately 4.0% of the
outstanding Shares, assuming the full conversion of only the BUCs she directly
holds.
In addition to Shares Tremont LLC and Valhi directly hold that Contran
may be deemed to indirectly own, Contran, by virtue of its direct ownership of
700,000 BUCs that are convertible into 93,730 Shares, indirectly holds
approximately 2.9% of the outstanding Shares, assuming the full conversion of
only the BUCs Contran directly holds.
Valhi is the direct holder of 100% of the outstanding membership
interests of Tremont LLC and may be deemed to control Tremont LLC. VGI,
National, Contran, the Foundation, the Contran Deferred Compensation Trust No. 2
(the "CDCT No. 2") and the CMRT are the direct holders of 77.6%, 9.1%, 2.9%,
1.3%, 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 1.3% of the outstanding
Valhi common stock. The Foundation is a tax-exempt foundation organized for
charitable purposes. Harold C. Simmons is the chairman of the board of the
Foundation and may be deemed to control the Foundation.
The CDCT No. 2 directly holds approximately 0.4% of the outstanding
Valhi common stock. U.S. Bank National Association serves as the trustee of the
CDCT No. 2. Contran established the CDCT No. 2 as an irrevocable "rabbi trust"
to assist Contran in meeting certain deferred compensation obligations that it
owes to Harold C. Simmons. If the CDCT No. 2 assets are insufficient to satisfy
such obligations, Contran is obligated to satisfy the balance of such
obligations as they come due. Pursuant to the terms of the CDCT No. 2, Contran
(i) retains the power to vote the shares of Valhi common stock held directly by
the CDCT No. 2, (ii) retains dispositive power over such shares and (iii) may be
deemed the indirect beneficial owner of such shares.
Valmont Insurance Company ("Valmont"), NL Industries, Inc. ("NL") and a
subsidiary of NL directly own 1,000,000 shares, 3,522,967 shares and 1,186,200
shares, respectively, of Valhi common stock. Valhi is the direct holder of 100%
of the outstanding common stock of Valmont and may be deemed to control Valmont.
Valhi and Tremont LLC are the direct holders of 63.2% and 21.4%, respectively,
of the outstanding common stock of NL. Together Valhi and Tremont LLC may be
deemed to control NL. Pursuant to Delaware law, Valhi treats the shares of Valhi
common stock that Valmont, NL and the subsidiary of NL own as treasury stock for
voting purposes and for the purposes of this report such shares are not deemed
outstanding.
Mr. Harold C. Simmons is chairman of the board of Tremont LLC, NL,
Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest and Contran.
By virtue of the offices held, the stock ownership and his services as
trustee, all as described above, (a) Mr. Simmons may be deemed to control the
entities described above and (b) Mr. Simmons and certain of such entities may be
deemed to possess indirect beneficial ownership of Shares directly held by
certain of such other entities. Mr. Simmons disclaims beneficial ownership of
the Shares beneficially owned, directly or indirectly, by any of such entities.
Harold C. Simmons and his spouse are co-trustees of a trust for the
benefit of the grandchildren of his spouse (the "Grandchildren's Trust"). The
Grandchildren's Trust is the direct holder of 4,760 Shares. 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.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended as follows:
The total amount of funds Valhi used to acquire the Shares purchased by
it as reported in Item 5(c) was $35,835.00 (including commissions). Such funds
were provided by Valhi's cash on hand.
The Reporting Persons understand that the total amount of funds the
Grandchildren's Trust used to acquire the Shares purchased by it as reported in
Item 5(c) was $69,320.23 (including commissions). Such funds were provided by
the Grandchildren's Trust's cash on hand.
On May 5, 2003, Valhi commenced a tender offer (the "BUCs Tender
Offer") to purchase for cash up to 1,000,000 BUCs for a purchase price of $10.00
per BUC. The BUCs include the associated guarantee by the Company. The BUCs
Tender Offer expires at 12:00 midnight, New York City time, on Monday, June 2,
2003, unless extended. The description of the BUCs Tender Offer in this
Statement is qualified in its entirety by the Schedule TO and its exhibits that
Valhi filed with the Securities and Exchange Commission (the "SEC") on May 5,
2003, as amended by Amendment No. 1 to Schedule TO that Valhi filed with the SEC
on May 16, 2003, as such Schedule TO may be further amended from time to time
(collectively, the "Schedule TO"), which Schedule TO is incorporated herein by
reference. For a description of the amount and source of funds Valhi intends to
use to purchase BUCS in the BUCs Tender Offer, see the Schedule TO.
Item 4. Purpose of Transaction
No change to Item 4 except for the addition of the following:
For a description of the purpose of the BUCs Tender Offer, see the
Schedule TO, which is incorporated herein by reference.
Depending upon their evaluation of the Company's business and
prospects, and upon future developments (including, but not limited to,
performance of the Company's securities in the market, availability of funds,
alternative uses of funds, the Reporting Persons' tax planning objectives and
cash needs, stock market and general economic conditions), any of the Reporting
Persons or other entities or persons that may be deemed to be affiliated with
Contran may from time to time purchase Company securities, and any of the
Reporting Persons, or other entities or persons that may be deemed to be
affiliated with Contran may from time to time dispose of all or a portion of
Company securities held by such entity or person, or cease buying or selling
Company securities. Any such additional purchases or sales of Company securities
may be in open market or privately negotiated transactions or otherwise.
As described under Item 2, Harold C. Simmons, through Contran, may be
deemed to control the Company.
The information included in Item 6 of this Statement is incorporated
herein by reference.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended as follows:
No change except for the addition of the following:
(a) Tremont LLC, the CMRT, the Grandchildren's Trust and Valhi are the
direct holders of 1,261,850 Shares, 286,520 Shares, 4,760 Shares and 1,800
Shares, respectively. Harold Simmons' spouse and Contran are the direct holders
of 1,000,000 BUCs and 700,000 BUCs, respectively, which are convertible into
133,900 Shares and 93,730 Shares, respectively.
By virtue of the relationships described under Item 2 of this
Statement:
(1) Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice,
Southwest and the Foundation may each be deemed to be the beneficial
owner of the 1,263,650 Shares (approximately 39.7% of the Outstanding
Shares) that Tremont LLC and Valhi hold directly;
(2) Contran may be deemed to be the beneficial owner of the
1,263,650 Shares that Tremont LLC and Valhi hold directly and the
93,730 Shares Contran may acquire upon conversion of the 700,000 BUCs
that Contran holds directly (in the aggregate 1,357,380 Shares, or
approximately 41.5% of the outstanding Shares assuming the full
conversion of only Contran's BUCs);
(3) The CMRT may be deemed to be the beneficial owner of the
1,550,170 Shares (approximately 48.7% of the Outstanding Shares) that
Tremont LLC, Valhi and the CMRT hold directly; and
(4) Harold C. Simmons may be deemed to be the beneficial owner
of the 1,554,930 Shares that Tremont LLC, the CMRT, the Grandchildren's
Trust and Valhi hold directly and the 93,730 Shares Contran may acquire
upon conversion of the 700,000 BUCs that Contran holds directly (in the
aggregate 1,648,660 Shares, or approximately 50.4% of the outstanding
Shares assuming the full conversion of only the BUCs Contran directly
holds).
Mr. Simmons disclaims beneficial ownership of all Company securities.
(b) By virtue of the relationships described in Item 2:
(1) Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice,
Southwest and the Foundation may each be deemed to share the power to
vote and direct the disposition of the 1,263,650 Shares (approximately
39.7% of the Outstanding Shares) that Tremont LLC and Valhi hold
directly;
(2) Contran may be deemed to share the power to vote and
direct the disposition of the 1,263,650 Shares that Tremont LLC and
Valhi hold directly and the 93,730 Shares Contran may acquire upon
conversion of the 700,000 BUCs that Contran holds directly (in the
aggregate 1,357,380 Shares, or approximately 41.5% of the outstanding
Shares assuming the full conversion of only Contran's BUCs);
(3) The CMRT may be deemed to share the power to vote and
direct the disposition of the 1,550,170 Shares (approximately 48.7% of
the Outstanding Shares) that Tremont LLC, Valhi and the CMRT hold
directly; and
(4) Harold C. Simmons may be deemed to share the power to vote
and direct the disposition of the 1,554,930 Shares that Tremont LLC,
the CMRT, the Grandchildren's Trust and Valhi hold directly and the
93,730 Shares Contran may acquire upon conversion of the 700,000 BUCs
that Contran holds directly (in the aggregate 1,648,660 Shares, or
approximately 50.4% of the outstanding Shares assuming the full
conversion of only the BUCs Contran directly holds).
(c) The table below sets forth purchases of Shares by the Reporting
Persons and the Grandchildren's Trust since March 6, 2003, sixty days prior to
the date that requires the filing of this Statement. All purchases were executed
on the New York Stock Exchange.
Type of Price Per Security
Company Numbers (exclusive of
Purchaser Date Security of Securities commissions)
-------------------------------------------- -------- -------- ------------- -------------------
Valhi, Inc................................... 03/07/03 Shares 500 $19.7500
Valhi, Inc................................... 03/07/03 Shares 1,300 $19.9000
Grandchildren's Trust ....................... 04/21/03 Shares 1,300 $21.5692
Grandchildren's Trust ........................ 04/22/03 Shares 1,900 $21.6383
(d) Each of Tremont LLC, the CMRT, Harold C. Simmons' spouse, Contran,
the Grandchildren's Trust and Valhi has the right to receive and the power to
direct the receipt of dividends from, and proceeds from the sale of, the Company
equity securities held by such entity or person.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended and restated in its entirety as follows:
Exhibit 1 Agreement and Plan of Merger dated November 4, 2002 among
Valhi, Inc., Valhi Acquisition Corp. and Tremont Corporation,
as amended (incorporated by reference to Appendix A to the
Registration Statement on Form S-4 (Reg. No. 333-101244) filed
by Valhi, Inc. with the Securities and Exchange Commission on
November 15, 2002).
Exhibit 2 Agreement and Plan of Merger dated as of November 4, 2002
among Valhi, Inc., Tremont Group, Inc. and Valhi Acquisition
Corp. II (incorporated by reference to Exhibit 10.3 to the
Quarterly Report on Form 10-Q of Valhi, Inc. for the quarter
ended September 30, 2002).
Exhibit 3 Schedule TO dated as of May 5, 2003 filed by Valhi, Inc. with
the Securities and Exchange Commission (incorporated by
reference to the Schedule TO dated as of May 5, 2003 filed by
Valhi, Inc. with the Securities and Exchange Commission).
Exhibit 4 Amendment No. 1 to Schedule TO dated as of May 16, 2003 filed
by Valhi, Inc. with the Securities and Exchange Commission
(incorporated by reference to Amendment No. 1 to the Schedule
TO dated as of May 16, 2003 filed by Valhi, Inc. with the
Securities and Exchange Commission).
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: May 21, 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: May 21, 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.
STEVEN L. WATSON, as president or vice president of each of:
CONTRAN CORPORATION
DIXIE HOLDING COMPANY
DIXIE RICE AGRICULTURAL CORPORATION, INC.
HAROLD SIMMONS FOUNDATION, INC.
NATIONAL CITY LINES, INC.
NOA, INC.
SOUTHWEST LOUISIANA LAND COMPANY, INC.
TREMONT LLC
VALHI GROUP, INC.
VALHI, INC.