SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
(Amendment No. 17)*
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)
February 21, 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 1,261,850
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 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 1,261,850
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)
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 1,261,850
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)
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 1,261,850
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)
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 1,261,850
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)
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 1,261,850
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)
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 1,261,850
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)
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 1,355,580
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,355,580
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,355,580
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.4%
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 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)
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 1,548,370
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,548,370
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,548,370
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 1,777,560
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,777,560
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. 17
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, 6 and 7 of this Statement are hereby amended as set forth below.
Item 2. Identity and Background.
Item 2 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 and the CMRT are the direct holders of approximately 39.7%
and 9.0%, respectively, of the 3,180,194 Shares outstanding as of February 26,
2003 according to information provided by the Company (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 (which is equivalent to a conversion price of
approximately $373 per Share), 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 directly holds 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 (which is equivalent to a
conversion price of approximately $373 per Share), 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%, 2.4%,
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 may be deemed to share indirect beneficial ownership
of the 1,000,000 BUCs (which are convertible into 133,900 Shares) that his
spouse directly holds. Mr. Simmons disclaims all such beneficial ownership.
The Annette Simmons Grandchildren's Trust (the "AS Grandchildren's
Trust") is the direct holder of 1,560 Shares. Harold C. Simmons and his spouse
are co-trustees of the AS Grandchildren's Trust. The beneficiaries of the AS
Grandchildren's Trust are the grandchildren of Mr. Simmons' spouse. Mr. Simmons,
as co-trustee of the Trust, has the power to vote and direct the disposition of
the Shares the AS Grandchildren's Trust holds. Mr. Simmons disclaims beneficial
ownership of any Shares that the AS Grandchildren's Trust holds.
(b) The principal offices of Tremont LLC, Valhi, VGI, National, NOA,
Dixie Holding, Contran, the CMRT and the Foundation are located at, and the
business address of Harold C. Simmons is, Three Lincoln Centre, 5430 LBJ
Freeway, Suite 1700, Dallas, Texas 75240-2697. The principal office of Dixie
Rice is located at 600 Pasquiere Street, Gueydan, Louisiana 70542. The principal
office of Southwest is located at 402 Canal Street, Houma, Louisiana 70360. The
business addresses of the remaining directors and executive officers of the
Reporting Persons are set forth on Schedule B to this Statement and incorporated
herein by reference.
(c) Tremont LLC is principally engaged through the Company in the
production of titanium metal products, through NL in the production of titanium
dioxide pigments and through other companies in real estate development.
In addition to activities engaged in through Tremont LLC, the Company
and NL, Valhi is engaged through other companies in the ergonomic computer
support systems, precision ball bearing slides, security products and waste
management industries.
In addition to activities engaged in through Valhi and the other
companies they may be deemed to control, as described above, and in addition to
holding the securities described above, (i) VGI is engaged in holding notes
receivable; (ii) National is engaged in holding notes receivable and, directly
or through other companies, in real estate, oil and gas activities and the
rental and sales of compressors and related products; (iii) Dixie Holding is
engaged in holding preferred stock of Contran; (iv) NOA is engaged in holding
real estate and notes receivable; (v) Dixie Rice is engaged in land management,
agriculture and oil and gas activities; (vi) Southwest is engaged in land
management, agriculture and oil and gas activities; and (vii) Contran is engaged
through other companies in the production of, among other things, steel rod,
wire and wire products.
The CMRT is a trust Valhi formed to permit the collective investment by
trusts that maintain the assets of certain employee benefit plans Valhi and
related companies adopt. The employee benefit plans the trusts participating in
the CMRT fund are subject to certain provisions of the Employee Retirement
Income Security Act of 1974, as amended.
The Foundation is a tax-exempt foundation organized for charitable
purposes.
(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) Contran, Dixie Holding, National and Valhi are Delaware
corporations. Tremont LLC is a Delaware limited liability company. VGI is a
Nevada corporation. NOA is a Texas corporation and the Foundation is a Texas
non-profit corporation. Dixie Rice and Southwest are Louisiana corporations. The
CMRT is governed by the laws of the state of Texas, except as those laws are
superseded by federal law. Harold C. Simmons and all the 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 Corporation, a predecessor of Tremont
LLC (as described in Item 4), used to acquire the Shares purchased by it as
reported in Item 5(c) was $669,987.00 (including commissions). Such funds were
provided by Tremont Corporation's cash on hand.
The Reporting Persons understand that the total amount of funds the AS
Grandchildren's Trust used to acquire the Shares purchased by it as reported in
Item 5(c) was $29,910.51 (including commissions). Such funds were provided by
the AS Grandchildren's Trust'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 $1,505,000.00 (including commissions), and that such funds were provided by
her cash on hand.
The total amount of funds Contran used to acquire the BUCs Contran
purchased as reported in Item 5(c) was $10,535,000.00 (including commissions),
and that such funds were provided by Contran's 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 LLC and Contran purchased Shares or BUCs, as applicable, for
investment purposes. The Reporting Persons understand that Harold C. Simmons'
spouse and the AS Grandchildren's Trust purchased Shares or BUCs, as applicable,
for investment purposes.
On February 7, 2003, a wholly owned subsidiary of Valhi merged (the
"TGI Merger") with and into Tremont Group, Inc. ("TGI"), with TGI surviving as a
wholly owned subsidiary of Valhi. The description of the TGI Merger contained in
this Statement is qualified in its entirety by reference to the Agreement and
Plan of Merger dated as of November 4, 2002 among Valhi, TGI and Valhi
Acquisition Corp. II filed as Exhibit 10.3 to the Quarterly Report on Form 10-Q
of Valhi. for the quarter ended September 30, 2002, which exhibit is
incorporated herein by reference.
Promptly after the TGI Merger, another wholly owned subsidiary of Valhi
merged (the "Tremont Merger") with and into Tremont Corporation with Tremont
Corporation surviving as a wholly owned subsidiary of Valhi. Pursuant to the
Tremont Merger, each former stockholder of Tremont Corporation, other than Valhi
and TGI, received 3.4 shares of Valhi common stock for each outstanding share of
Tremont Corporation common stock held by such stockholder immediately prior to
the Tremont Merger, and cash in lieu of any fractional shares of Valhi common
stock to which the former Tremont Corporation stockholder would otherwise have
been entitled. Shares of Tremont Corporation common stock held directly by Valhi
and TGI prior to the Tremont Merger were canceled in the Tremont Merger. The
description of the Tremont Merger contained in this Statement is qualified in
its entirety by reference to the Agreement and Plan of Merger (Restated to
include Amendment No. 1 thereto) by and among Valhi, Valhi Acquisition Corp. and
Tremont Corporation set forth in Appendix A to the Pre-Effective Amendment No. 1
to the Registration Statement on Form S-4 (Reg. No. 333-101244) filed by Valhi
on January 8, 2003 (the "Registration Statement") with the Securities and
Exchange Commission, which Appendix A is incorporated herein by reference.
Promptly after the Tremont Merger, TGI and Tremont Corporation merged
(collectively with the TGI Merger and the Tremont Merger, the "Mergers") with
and into Tremont LLC, with Tremont LLC surviving as a wholly owned limited
liability company of Valhi.
Pursuant to the TGI Merger, Valhi issued 3,495,200 shares of Valhi
common stock to NL, which was the only stockholder of TGI other than Valhi. The
number of shares of Valhi common stock issued to NL in the TGI Merger was equal
to NL's 20% pro rata interest in the 5,141,421 shares of Tremont Corporation
common stock owned by TGI, adjusted for the same 3.4 exchange ratio in the
Tremont Merger. Additionally, pursuant to the Tremont Merger, Valhi issued
27,767 shares of Valhi common stock to NL, plus cash in lieu of a fractional
share, in exchange for the 8,167 shares of Tremont Corporation common stock NL
directly owned prior to the Tremont Merger.
Immediately after the Mergers, NL directly and indirectly owned
4,709,167 shares of Valhi common stock as a result of the issuance to NL of
3,522,967 shares of Valhi common stock in the TGI and Tremont Mergers in
addition to the 1,186,200 shares of Valhi common stock owned by a subsidiary of
NL prior to the Mergers.
Effective 5:00 p.m. Eastern Standard Time on February 14, 2003, the
Company effected a 1-for-10 reverse stock split of the Shares (the "Reverse
Stock Split"). No fractional Shares were issued in the Reverse Stock Split and
each record holder of pre-split Shares that would otherwise have been entitled
to receive fractional post-split Shares will receive cash in lieu of such
fractional post-split Share based on $1.90 per post-split Share, which is the
proportionate average of the closing sales prices of the pre-split Shares for
the ten trading days prior to February 14, 2003. Except as otherwise
specifically indicated, all Share information reported in this Statement has
been adjusted to reflect the Reverse Stock Split.
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
were made for such person's personal investment.
Certain of the persons named in Schedule B to this Statement, namely
Glenn R. Simmons and Steven L. Watson, are directors 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 LLC, the CMRT and the AS Grandchildren's Trust are the
direct holders of 1,261,850, 286,520 Shares and 1,560 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) Tremont LLC, Valhi, VGI, National, NOA, Dixie Holding,
Dixie Rice, Southwest and the Foundation may each be deemed to be the
beneficial owner of the 1,261,850 Shares (approximately 39.7% of the
Outstanding Shares) that Tremont LLC holds directly;
(2) Contran may be deemed to be the beneficial owner of the
1,261,850 Shares that Tremont LLC holds directly and the Shares Contran
may acquire upon conversion of the 700,000 BUCs that Contran holds
directly (in the aggregate 1,355,580 Shares, or approximately 41.4% 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
1,548,370 Shares (approximately 48.7% of the Outstanding Shares) that
Tremont LLC and the CMRT hold directly; and
(4) Harold C. Simmons may be deemed to be the beneficial owner
of the 1,549,930 Shares that Tremont LLC, the CMRT and the AS
Grandchildren's Trust hold directly and the Shares his spouse and
Contran may acquire upon conversion of the 1,700,000 BUCs that they
hold directly (in the aggregate 1,777,560 Shares, or approximately
52.2% of the outstanding Shares assuming the full conversion of only
the BUCs his spouse and Contran directly hold).
Mr. Simmons disclaims beneficial ownership of all Company equity
securities.
(b) By virtue of the relationships described in Item 2:
(1) Tremont LLC, 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 1,261,850 Shares
(approximately 39.7% of the Outstanding Shares) that Tremont LLC holds
directly;
(2) Contran may be deemed to share the power to vote and
direct the disposition of the 1,261,850 Shares that Tremont LLC holds
directly and the Shares Contran may acquire upon conversion of the
700,000 BUCs that Contran holds directly (in the aggregate 1,355,580
Shares, or approximately 41.4% 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 1,548,370 Shares (approximately 48.7% of
the Outstanding Shares) that Tremont LLC 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 1,549,930 Shares that Tremont LLC,
the CMRT and the AS Grandchildren's Trust hold directly and the Shares
his spouse and Contran may acquire upon conversion of the 1,700,000
BUCs that they hold directly (in the aggregate 1,777,560 Shares, or
approximately 52.2% of the outstanding Shares assuming the full
conversion of only the BUCs his spouse and Contran directly hold).
(c) The table below sets forth purchases of Shares or BUCs, as
applicable, by the Reporting Persons, Harold C. Simmons' spouse and the AS
Grandchildren's Trust since December 23, 2002, sixty days prior to the date that
requires the filing of this Statement. All purchases were executed on the New
York Stock Exchange. All purchases of Shares in the following table occurred
prior to the Reverse Stock Split and are reported in pre-split amounts.
Approximate Purchase
Type of Price Per Security
Company Number (exclusive of
Purchaser Date Security of Securities commissions)
------------------------- -------- -------- ------------- ---------------------
Tremont Corporation.......................... 12/23/02 Shares 28,800 $1.9800
Tremont Corporation.......................... 12/23/02 Shares 10,000 $1.9400
Tremont Corporation.......................... 12/23/02 Shares 9,500 $1.9300
Tremont Corporation.......................... 12/23/02 Shares 28,100 $1.9500
Tremont Corporation.......................... 12/23/02 Shares 2,000 $1.9600
Tremont Corporation.......................... 12/23/02 Shares 5,700 $1.9700
Tremont Corporation.......................... 12/23/02 Shares 8,300 $1.9000
Tremont Corporation.......................... 12/23/02 Shares 2,800 $1.8900
Tremont Corporation.......................... 12/23/02 Shares 200 $1.8000
Tremont Corporation.......................... 12/23/02 Shares 1,200 $1.7700
Tremont Corporation.......................... 12/23/02 Shares 500 $1.7900
Tremont Corporation.......................... 12/24/02 Shares 200 $1.9800
Tremont Corporation.......................... 12/24/02 Shares 5,300 $1.9900
Tremont Corporation.......................... 12/24/02 Shares 95,700 $2.0000
Tremont Corporation.......................... 12/26/02 Shares 800 $2.0600
Tremont Corporation.......................... 12/26/02 Shares 1,000 $2.0800
Tremont Corporation.......................... 12/26/02 Shares 5,200 $2.1000
Tremont Corporation.......................... 12/26/02 Shares 2,800 $2.1500
Tremont Corporation.......................... 12/27/02 Shares 3,500 $2.1400
Tremont Corporation.......................... 12/31/02 Shares 20,000 $1.8900
Tremont Corporation.......................... 12/31/02 Shares 12,900 $1.8700
Tremont Corporation.......................... 12/31/02 Shares 6,800 $1.9500
Tremont Corporation.......................... 12/31/02 Shares 13,200 $1.9400
Tremont Corporation.......................... 01/09/03 Shares 10,000 $1.8500
Tremont Corporation.......................... 01/09/03 Shares 1,700 $1.8800
Tremont Corporation.......................... 01/10/02 Shares 9,000 $1.8500
Tremont Corporation.......................... 01/10/02 Shares 1,000 $1.8000
Tremont Corporation.......................... 01/29/03 Shares 7,100 $1.5600
Tremont Corporation.......................... 01/29/03 Shares 10,000 $1.5800
Tremont Corporation.......................... 01/31/03 Shares 4,400 $1.8600
Tremont Corporation.......................... 02/03/03 Shares 5,000 $1.8100
Tremont Corporation.......................... 02/04/03 Shares 100 $1.8200
Tremont Corporation.......................... 02/04/03 Shares 2,000 $1.8400
Tremont Corporation.......................... 02/04/03 Shares 3,200 $1.8900
Tremont Corporation.......................... 02/05/03 Shares 5,000 $1.8800
Tremont Corporation.......................... 02/05/03 Shares 5,000 $1.8900
Tremont Corporation.......................... 02/06/03 Shares 500 $1.8200
Tremont Corporation.......................... 02/06/03 Shares 10,000 $1.8700
AS Grandchildren's Trust..................... 02/14/03 Shares 15,600 $1.8671
Contran....................................... 02/21/03 BUCs 700,000 $15.0000
Harold C. Simmons' Spouse 02/21/03 BUCs 100,000 $15.0000
(d) Each of Tremont LLC, the CMRT, Harold C. Simmons' spouse, Contran
and the AS Grandchildren's Trust 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 February 7, 2003, TGI and Tremont Corporation merged with and
into Tremont LLC. See the descriptions of the Mergers in Item 4 to this
Statement, which is incorporated herein by reference. As a result of the TGI
Merger, NL ceased to own beneficially any Shares.
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.
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).
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: March 3, 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: March 3, 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.
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"), NOA, Inc.
("NOA"), Southwest Louisiana Land Company, Inc. ("Southwest"), 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,
Tremont LLC, a wholly owned limited
liability company of Valhi, Valhi and VGI;
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.
Robert D. Graham Vice president of Contran, Dixie Holding,
Dixie Rice, National, NOA, Southwest,
Tremont LLC, Valhi and VGI.
Edward J. Hardin (3) Partner of the law firm of Rogers & Hardin
LLP; and a director of Valhi.
J. Mark Hollingsworth Vice president and general counsel of
Contran, Dixie Holding, Dixie Rice,
National, NOA, Southwest, Tremont LLC, Valhi
and VGI; general counsel of the Foundation;
general counsel of CompX International Inc.,
an affiliate of Valhi ("CompX"); general
counsel of The Combined Master Retirement
Trust, a trust Valhi formed to permit the
collective investment by 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,
Tremont LLC 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,
Tremont LLC, Valhi and VGI.
Kelly D. Luttmer Tax director of Contran, CompX, Dixie
Holding, Dixie Rice, National, NOA,
Southwest, Tremont LLC, VGI and Valhi.
Andrew McCollam, Jr. (4) President and director of Southwest;
director of Dixie Rice; and a private
investor.
Harold M. Mire (5) Vice president of Dixie Rice and Southwest.
Bobby D. O'Brien Vice president and treasurer of Contran,
Dixie Rice, Southwest and Tremont LLC; vice
president, chief financial officer and
treasurer of Valhi; and director, vice
president and treasurer of Dixie Holding,
National, NOA and VGI.
Glenn R. Simmons Vice chairman of the board of Contran, Dixie
Holding, National, NOA, Tremont LLC, Valhi
and VGI; chairman of the board of CompX and
Keystone; director and executive vice
president of Southwest and Dixie Rice;
director of NL Industries, Inc. ("NL"); and
a director of Titanium Metals Corporation,
an affiliate of Valhi (the "Company").
Harold C. Simmons Chairman of the board of Contran, Dixie
Holding, Dixie Rice, the Foundation,
National, NL, NOA, Southwest, Tremont LLC,
Valhi and VGI; and trustee and member of the
trust investment committee of the CMRT.
Richard A. Smith (5) Vice president of Dixie Rice.
Gregory M. Swalwell Vice president and controller of Contran,
Dixie Holding, National, NOA, Tremont LLC,
Valhi and VGI; vice president of Dixie Rice
and Southwest.
J. Walter Tucker, Jr. (6) 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 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;
president of Tremont LLC; and a director of
CompX, NL, Keystone and the Company.
----------
(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 17395 North Bay Road,
Suite 103, Sunny Isles Beach, Florida 33160.
(3) The principal business address for Mr. Hardin is 229 Peachtree Street,
N.E., Suite 2700, Atlanta, Georgia 30303.
(4) The principal business address for Mr. McCollam is 402 Canal Street,
Houma, Louisiana 70360.
(5) The principal business address for Messrs. Mire and Smith is 600
Pasquiere Street, Gueydan, Louisiana 70542-0010.
(6) The principal business address for Mr. Tucker is 400 E. Central
Boulevard, Orlando, Florida 32801.
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. All Share information
reported in the following table has been adjusted to reflect the 1-for-10
reverse stock split of the Shares (and cash in lieu of fractional shares)
effective 5:00 p.m. Eastern Standard Time on February 14, 2003.
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-
Robert D. Graham -0- -0- -0-
Edward J. Hardin -0- -0- -0-
J. Mark Hollingsworth -0- -0- -0-
Keith A. Johnson 350 -0- 350
William J. Lindquist -0- -0- -0-
A. Andrew R. Louis -0- -0- -0-
Kelly D. Luttmer 10 -0- 10
Andrew McCollam, Jr. -0- -0- -0-
Harold M. Mire -0- -0- -0-
Bobby D. O'Brien -0- -0- -0-
Glenn R. Simmons 800 500 1,300
Harold C. Simmons (4) -0- -0- -0-
Richard A. Smith -0- -0- -0-
Gregory M. Swalwell -0- -0- -0-
J. Walter Tucker, Jr. -0- -0- -0-
Steven L. Watson 1,050 1,000 2,050
----------
(1) Represents Shares issuable pursuant to the exercise of stock options
within 60 days of the date of this Statement.
(2) 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.