SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 66)*
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)
February 7, 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. 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)
86.8%
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)
86.8%
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)
86.8%
14 TYPE OF REPORTING PERSON(SEE INSTRUCTIONS)
CO
CUSIP No. 918905 10 0
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Contran Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 106,597,463
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
106,597,463
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
106,597,463
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
89.2%
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 108,312,463
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 3,383
10 SHARED DISPOSITIVE POWER
108,312,463
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. 66
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 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 and Contran are the direct holders of approximately
77.6%, 9.1% and 2.1%, respectively, of the 119,437,836 Shares outstanding as of
February 7, 2003 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. 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 Harold Simmons Foundation, Inc. (the "Foundation") directly holds
approximately 1.3% 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 Contran Deferred Compensation Trust No. 2 (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 Combined Master Retirement Trust (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.
The Company and Tremont LLC are the direct holders of approximately
63.2% and 21.4%, respectively, of the outstanding common stock of NL Industries,
Inc. ("NL") and together may be deemed to control NL. The Company is the sole
member of Tremont LLC and may be deemed to control Tremont LLC. Valmont
Insurance Company ("Valmont"), NL, and a subsidiary of NL directly own 1,000,000
Shares, 3,522,967 Shares and 1,186,200 Shares, respectively. The Company is the
direct holder of 100% of the outstanding common stock of Valmont and may be
deemed to control Valmont. Pursuant to Delaware law, the Company treats the
Shares that Valmont, 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 $779,329.00. 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.
On February 7, 2003, a wholly owned subsidiary of the Company merged
(the "TGI Merger") with and into Tremont Group, Inc. ("TGI"), with TGI surviving
the merger as a wholly owned subsidiary of the Company. 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,
Inc., Tremont Group, Inc. and Valhi Acquisition Corp. II filed as Exhibit 10.3
to the Quarterly Report on Form 10-Q of Valhi, Inc. for the quarter ended
September 30, 2002, which exhibit is incorporated herein by reference.
Promptly after the TGI Merger, another wholly owned subsidiary of the
Company merged (the "Tremont Merger") with and into Tremont Corporation
("Tremont") with Tremont surviving as a wholly owned subsidiary of the Company.
Pursuant to the Tremont Merger, each former stockholder of Tremont, other than
the Company and TGI, received 3.4 Shares for each outstanding share of Tremont
common stock held by such stockholder immediately prior to the Tremont Merger,
and cash in lieu of any fractional Shares to which the former Tremont
stockholder would otherwise have been entitled. Shares of Tremont common stock
held directly by the Company 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, Inc.,
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 the Company on January 8, 2003 (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission"),
which Appendix A is incorporated herein by reference.
Promptly after the Tremont Merger, TGI and Tremont 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
the Company.
Pursuant to the TGI Merger, the Company issued 3,495,200 Shares to NL,
which was the only stockholder of TGI other than the Company. The number of
Shares issued to NL in the TGI Merger was equal to NL's 20% pro rata interest in
the 5,141,421 shares of Tremont common stock owned by TGI, adjusted for the same
3.4 exchange ratio in the Tremont Merger. Additionally, pursuant to the Tremont
Merger, the Company issued 27,767 Shares to NL, plus cash in lieu of a
fractional share, in exchange for the 8,167 shares of Tremont common stock NL
directly owned prior to the Tremont Merger.
Immediately after the Mergers, NL directly and indirectly owned
4,709,167 Shares as a result of the issuance to NL of 3,522,967 Shares in the
TGI and Tremont Mergers in addition to the 1,186,200 Shares owned by a
subsidiary of NL prior to the Mergers.
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
and Mr. Harold C. Simmons are the direct beneficial owners of 92,739,554,
10,891,009, 2,527,500, 1,600,000, 439,400, 115,000 and 3,383 of the 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 86.8% of the
Outstanding Shares) that VGI and National directly hold;
(3) Contran may be deemed to be the beneficial owner of the
106,597,463 Shares (approximately 89.2% 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 108,315,846 Shares (approximately 90.7% of the Outstanding
Shares) that VGI, National, Contran, the Foundation, the CDCT No. 2,
the CMRT 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 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 Shares that VGI and
National directly hold;
(3) Contran may be deemed to share the power to vote and
direct the disposition of the Shares that VGI, National, Contran and
the CDCT No. 2 directly hold; and
(4) Harold C. Simmons may be deemed to share the power to vote
and direct the disposition of the Shares that VGI, National, Contran,
the Foundation, the CDCT No. 2, the CMRT and he directly hold.
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
personally beneficially own 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)
---------------- --------------- -------------------------------
02/10/03 1,100 $8.1600
02/10/03 400 $8.2000
02/10/03 3,000 $8.2500
02/10/03 500 $8.3000
02/10/03 100 $8.4000
02/10/03 100 $8.5800
02/11/03 200 $8.5800
02/11/03 2,000 $8.6000
02/11/03 100 $8.5600
02/11/03 4,600 $8.7000
02/11/03 300 $8.6400
02/11/03 300 $8.6500
02/11/03 200 $8.6900
02/11/03 200 $8.8200
02/11/03 4,100 $8.9000
02/11/03 800 $8.8500
02/11/03 6,500 $8.8600
02/12/03 700 $9.1500
02/12/03 100 $9.1100
02/12/03 2,500 $9.0000
02/12/03 200 $8.9900
02/12/03 6,500 $9.2400
02/12/03 5,900 $9.3500
02/13/03 15,000 $9.4000
02/13/03 100 $9.3800
02/13/03 5,000 $9.4100
02/13/03 100 $9.4400
02/13/03 11,300 $9.5000
02/13/03 100 $9.4900
02/14/03 10,000 $9.6500
02/14/03 2,200 $9.5700
Certain of the persons named on Schedule B to this Statement acquired
Shares during the past 60 days. Such acquisitions are set forth on Schedule D
attached hereto and incorporated herein by reference. The Reporting Persons
understand that such acquisitions were all of the transactions by the persons
named on Schedule B during the past 60 days.
(d) Each of VGI, National, Contran, the Foundation, the CDCT No. 2, the
CMRT 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 7. Material to be Filed as Exhibits.
Item 7 is amended as follows.
Exhibit 1 Press release of Valhi, Inc. dated February 7, 2003
(incorporated by referenced to Exhibit 99.1 to the Current
Report on Form 8-K dated February 11, 2003 filed by Valhi,
Inc. with the Securities and Exchange Commission on February
11, 2003).
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: February 17, 2003
/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: February 17, 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
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, Tremont LLC, a wholly owned
limited liability company of Valhi, Inc., Valhi, Inc.
(the "Company") and VGI; and treasurer of the Harold
Simmons Foundation, Inc. (the "Foundation").
Robert D. Graham Vice president of Contran, Dixie Holding, Dixie Rice,
National, NOA, Southwest, Tremont LLC, the Company
and VGI.
J. Mark Hollingsworth Vice president and general counsel of Contran, Dixie
Holding, Dixie Rice, National, NOA, Southwest,
Tremont LLC, the Company and VGI; general counsel of
the Foundation; 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, Tremont LLC 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, Tremont LLC, the
Company and VGI.
Kelly D. Luttmer Tax director of Contran, CompX, Dixie Holding, Dixie
Rice, National, NOA, Southwest, Tremont LLC, VGI 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 and treasurer of Contran, Dixie Rice,
Southwest and Tremont LLC; vice president, chief
financial officer and treasurer of the Company; 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, the Company 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., a subsidiary
of the Company ("NL"); and a director of Titanium
Metals Corporation, an affiliate of the Company
("TIMET").
Harold C. Simmons Chairman of the board of Contran, Dixie Holding,
Dixie Rice, the Foundation, National, NL, NOA,
Southwest, Tremont LLC, the Company and VGI; 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, Tremont LLC, the Company and
VGI; vice president of Dixie Rice and Southwest.
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;
director, vice president and secretary of the
Foundation; president of Tremont LLC; 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 (2) 1,446 34,400 35,846
Robert D. Graham -0- -0- -0-
J. Mark Hollingsworth -0- 74,400 74,400
William J. Lindquist -0- 125,700 125,700
A. Andrew R. Louis -0- 47,600 47,600
Kelly D. Luttmer -0- 44,600 44,600
Andrew McCollam, Jr. 550 -0- 550
Harold M. Mire 1,137 -0- 1,137
Bobby D. O'Brien -0- 69,400 69,400
Glenn R. Simmons(3) 13,247 148,000 161,247
Harold C. Simmons(4) 3,383 -0- 3,383
Richard A. Smith 333 -0- 333
Gregory M. Swalwell(5) 1,166 74,400 75,566
Steven L. Watson(6) 17,246 163,300 180,546
----------
(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
Eugene K. Anderson include 1,446 Shares held in his individual
retirement account.
(3) The Reporting Persons understand the Shares indicated as held by Glenn
R. Simmons include 2,511 Shares held in his individual retirement
account. The Reporting Persons further understand that the Shares
indicated as held by Mr. Simmons also include 800 Shares held in his
wife's retirement account, with respect to which Mr. Simmons disclaims
beneficial ownership.
(4) 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.
(5) The Reporting Persons understand that the Shares indicated as held by
Gregory M. Swalwell include 1,166 Shares held in his individual
retirement account.
(6) The Reporting Persons understand that the Shares indicated as held by
Steven L. Watson include 2,035 Shares held in his individual retirement
account.
SCHEDULE D
Based upon ownership filings with the Securities and Exchange
Commission or upon information provided by the persons listed on Schedule B to
this Statement, such persons had the following transactions in shares (the
"Shares") of common stock, par value $0.01 per share, of Valhi, Inc. (the
"Company") during the past 60 days. All of such transactions were acquisitions
of Shares.
Acquisition
Date of Price Per Shares
Name Acquisition Share Acquired
-------------------------- ------------ ----------- ----------
Glenn R. Simmons 02/07/03 (1) 64 (1)
Steven L. Watson 02/07/03 (2) 15,211 (2)
Glenn R. Simmons 02/14/03 $9.62 10,000 (3)
----------
(1) Acquired in exchange for 19 shares of common stock, par value $1.00 per
share, of Tremont Corporation ("Tremont"), plus cash in lieu of a
fractional share, as a result of the merger (the "Tremont Merger") of
Tremont with and into a wholly owned subsidiary of the Company. The
Tremont Merger was effective February 7, 2003. The closing prices per
share of Tremont and Company common stock on February 6, 2003 were
$27.98 and $8.14 per share, respectively.
(2) Acquired in the Tremont Merger plus cash in lieu of a fractional share
in exchange for 4,474 shares of Tremont common stock. The closing
prices per share of Tremont and Company common stock on February 6,
2003 were $27.98 and $8.14 per share, respectively.
(3) An open market purchase effected on the New York Stock Exchange.