SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
(Amendment No. 19)*
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)
June 3, 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 1,299,018
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,299,018
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,299,018
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.8%
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 1,299,018
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,299,018
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,299,018
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.8%
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 1,299,018
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,299,018
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,299,018
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.8%
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 1,299,018
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,299,018
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,299,018
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.8%
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 1,299,018
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,299,018
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,299,018
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.8%
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 1,299,018
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,299,018
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,299,018
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.8%
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 1,299,018
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,299,018
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,299,018
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.8%
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 1,526,648
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,526,648
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,526,648
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.8%
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 1,299,018
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,299,018
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,299,018
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.8%
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 1,585,538
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,585,538
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,585,538
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.8%
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 1,817,928
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,817,928
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. 19
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 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") as the direct holder of Shares and
by virtue its direct holding of 100% of the outstanding membership
interests of Tremont LLC;
(iii) 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
(iv) 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 1.1%, 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.
Valhi also directly holds 14,700 6 5/8% Convertible Preferred
Securities, Beneficial Unsecured Convertible Securities of the TIMET Capital
Trust 1 (the "BUCs") that are convertible into 1,968 Shares, or approximately
0.1% of the outstanding Shares assuming the full conversion of only the BUCs
Valhi directly holds.
Contran directly holds 1,700,000 BUCs that are convertible into 227,630
Shares, or approximately 6.7% 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 Statement 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.
(b) The business addresses of the directors and executive officers of
the Reporting Persons are set forth on Schedule B to this Statement and
incorporated herein by reference.
(c) The present principal occupation of the directors and executive
officers of the Reporting Persons are set forth on Schedule B to this Statement
and incorporated herein by reference.
(d) None of the Reporting Persons or, to the best knowledge of such
persons, any of the persons named in Schedule B to this Statement has been
convicted in a criminal proceeding in the past five years (excluding traffic
violations or similar misdemeanors).
(e) None of the Reporting Persons or, to the best knowledge of such
persons, any person named in Schedule B to this Statement, was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Harold C. Simmons and all 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 to add the following:
As previously disclosed, 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 expired at 12:00 midnight, New York City
time, on Monday, June 2, 2003. On June 3, 2003, Valhi announced that it
purchased 14,700 BUCs that had been tendered in the BUCs Tender Offer. 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 such Schedule
TO was amended by (collectively, the Schedule TO"):
(1) Amendment No. 1 to Schedule TO that Valhi filed with the SEC on May
16, 2003;
(2) Amendment No. 2 to Schedule TO that Valhi filed with the SEC on May
23, 2003; and
(3) Amendment No. 3 to Schedule TO that Valhi filed with the SEC on
June 3, 2003.
The Schedule TO is incorporated herein by reference.
The total amount of funds (including commissions) Valhi used to acquire
the 33,400 Shares it purchased as reported in Item 5(c) was $804,400.00. Such
funds were provided by Valhi's cash on hand.
The total amount of funds (including commissions) Valhi used to acquire
the 14,700 BUCs purchased in the BUCs Tender Offer as reported in Item 5(c) was
$147,000.00. Such funds were provided by Valhi's cash on hand.
On June 13, 2003, Contran purchased 1,000,000 BUCs from Harold C.
Simmons' spouse in a private transaction for an aggregate purchase price of
$10.0 million, which purchase price was paid in the form or a Demand Promissory
Note dated June 13, 2003 in the original principal amount of $10.0 million
payable to the order of Mr. Simmons' spouse and executed by Contran (the
"Note").
Prior to an event of default, the principal amount of the Note bears
interest at the prime rate (as reported from time to time in the Money Rates
column of The Wall Street Journal) less one-half percent. After an event of
default, the principal amount of the Note bears interest at the same prime rate
plus four percent. In no event may the amount agreed to be paid under the Note
exceed the highest lawful rate permissible under applicable law. Principal and
interest are payable on demand by the holder of the Note and otherwise interest
is payable quarterly. If interest is not paid quarterly, the unpaid interest is
added to the principal amount of the Note on the original payment date for such
interest. The Note may be prepaid in part or in full at any time without
penalty, provided prepayments are first applied to accrued and unpaid interest
and then to principal. The holder of the Note has a right of offset against
amounts that may be due the holder now or in the future to Contran against
amounts due under the Note. An event of default occurs under the Note upon
Contran's default in payment of any principal of, or interest on, the Note ten
business days after the holder of the Note makes demand for payment. Contran
cannot assign its obligations under the Note without the consent of the holder
of the Note.
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:
Valhi purchased Shares for investment purposes. Valhi purchased the
BUCs in the BUCs Tender Offer for the purposes set forth in the Schedule TO,
which is incorporated herein by reference. Contran purchased BUCs for investment
purposes.
Depending upon their evaluation of the Company's business and
prospects, and upon future developments (including, but not limited to,
performance of the Company's 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.
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, Valhi and the Grandchildren's Trust are the
direct holders of 1,261,850 Shares, 286,520 Shares, 35,200 Shares and 4,760
Shares, respectively. Contran and Valhi are the direct holders of 1,700,000 BUCs
and 14,700 BUCs, respectively, which are convertible into 227,630 Shares and
1,968 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 1,297,050 Shares that Tremont LLC and Valhi hold directly
and the 1,968 Shares Valhi may acquire upon conversion of the 14,700
BUCs that Valhi holds directly (in the aggregate 1,299,018 Shares, or
approximately 40.8% of the outstanding Shares assuming the full
conversion of only Valhi's BUCs);
(2) Contran may be deemed to be the beneficial owner of the
1,297,050 Shares that Tremont LLC and Valhi hold directly and the
229,598 Shares Contran and Valhi may acquire upon conversion of the
1,714,700 BUCs that Contran and Valhi hold directly (in the aggregate
1,526,648 Shares, or approximately 44.8% of the outstanding Shares
assuming the full conversion of only Contran's and Valhi's BUCs);
(3) The CMRT may be deemed to be the beneficial owner of the
1,583,570 Shares that Tremont LLC, the CMRT and Valhi hold directly and
the 1,968 Shares Valhi may acquire upon conversion of the 14,700 BUCs
that Valhi holds directly (in the aggregate 1,585,538 Shares, or
approximately 49.8% of the outstanding Shares assuming the full
conversion of only Valhi's BUCs); and
(4) Harold C. Simmons may be deemed to be the beneficial owner
of the 1,588,330 Shares that Tremont LLC, the CMRT, Valhi and the
Grandchildren's Trust hold directly and the 229,598 Shares Contran and
Valhi may acquire upon conversion of the 1,714,700 BUCs that Contran
and Valhi hold directly (in the aggregate 1,817,928 Shares, or
approximately 53.3% of the outstanding Shares assuming the full
conversion of only the BUCs Contran and Valhi directly hold).
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 1,297,050 Shares that Tremont
LLC and Valhi hold directly and the 1,968 Shares Valhi may acquire upon
conversion of the 14,700 BUCs that Valhi holds directly (in the
aggregate 1,299,018 Shares, or approximately 40.8% of the outstanding
Shares assuming the full conversion of only Valhi's BUCs);
(2) Contran may be deemed to share the power to vote and
direct the disposition of the 1,297,050 Shares that Tremont LLC and
Valhi hold directly and the 229,598 Shares Contran and Valhi may
acquire upon conversion of the 1,714,700 BUCs that Contran and Valhi
hold directly (in the aggregate 1,526,648 Shares, or approximately
44.8% of the outstanding Shares assuming the full conversion of only
Contran's and Valhi's BUCs);
(3) The CMRT may be deemed to share the power to vote and
direct the disposition of the 1,583,570 Shares that Tremont LLC, the
CMRT and Valhi, hold directly and the 1,968 Shares Valhi may acquire
upon conversion of the 14,700 BUCs that Valhi holds directly (in the
aggregate 1,585,538 Shares, or approximately 49.8% of the outstanding
Shares assuming the full conversion of only Valhi's BUCs); and
(4) Harold C. Simmons may be deemed to share the power to vote
and direct the disposition of the 1,588,330 Shares that Tremont LLC,
the CMRT, Valhi and the Grandchildren's Trust hold directly and the
229,598 Shares Contran and Valhi may acquire upon conversion of the
1,714,700 BUCs that Contran and Valhi hold directly (in the aggregate
1,817,928 Shares, or approximately 53.3% of the outstanding Shares
assuming the full conversion of only the BUCs Contran and Valhi
directly hold).
(c) The table below sets forth purchases of Shares by the Reporting
Persons since April 22, 2003, the last date purchases were reported in the last
amendment to this Statement. All the following transactions were purchased on
the New York Stock Exchange unless indicated otherwise.
Approximate Purchase
Type of Price Per Security
Company Number (exclusive of
Purchaser Date Security of Securities commissions)
--------------------------------------------- -------- -------- -------------- ------------
Valhi, Inc................................... 06/03/03 BUCs 14,700 $10.0000
Valhi, Inc................................... 06/03/03 Shares 500 $23.4500
Valhi, Inc................................... 06/03/03 Shares 1,700 $23.5000
Valhi, Inc................................... 06/03/03 Shares 1,100 $23.6000
Valhi, Inc................................... 06/03/03 Shares 1,700 $23.7000
Valhi, Inc................................... 06/03/03 Shares 500 $23.7500
Valhi, Inc................................... 06/03/03 Shares 200 $23.8500
Valhi, Inc................................... 06/03/03 Shares 300 $24.0000
Valhi, Inc................................... 06/04/03 Shares 5,000 $24.0000
Valhi, Inc................................... 06/04/03 Shares 22,400 $24.1500
Contran Corporation (1)...................... 06/13/03 BUCs 1,000,000 $10.0000
----------
(1) Purchased in a privately negotiated transaction from Harold C. Simmons'
spouse. See Item 3 to this Amendment No. 19 to this Statement.
(d) Each of Tremont LLC, the CMRT, Contran, Valhi and the
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 securities
held by such entity or person.
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).
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).
Exhibit 5 Amendment No. 2 to Schedule TO dated as of May 23, 2003 filed
by Valhi, Inc. with the Securities and Exchange Commission
(incorporated by reference to Amendment No. 2 to the Schedule
TO dated as of May 23, 2003 filed by Valhi, Inc. with the
Securities and Exchange Commission).
Exhibit 6 Amendment No. 3 to Schedule TO dated as of June 3, 2003 filed
by Valhi, Inc. with the Securities and Exchange Commission
(incorporated by reference to Amendment No. 3 to the Schedule
TO dated as of June 3, 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: June 19, 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: June 19, 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.
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. (3) President and director of Southwest;
director of Dixie Rice; and a private
investor.
W. Hayden McIlroy (4) Private investor primarily in real estate;
and a director of Valhi, Med Images, a
medical information company, and Cadco
Systems, Inc., a manufacturer of emergency
alert systems.
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. McCollam is 402 Canal Street,
Houma, Louisiana 70360.
(4) The principal business address for Mr. McIlroy is 25 Highland Park
Village, Suite 100-341, Dallas, Texas 75225.
(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.
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-
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-
W. Hayden McIlroy -0- -0- -0-
Harold M. Mire -0- -0- -0-
Bobby D. O'Brien -0- -0- -0-
Glenn R. Simmons 1,300 1,000 2,300
Harold C. Simmons (2) -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 1,550 1,500 3,050
----------
(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.