-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, loTkItbKj+km6JMhTMiV7rQbuRnr3HCcHPLmdXI2pzp6MniH1Y7P24TR63oky6lR hhOPKtBe1Amjcpm0k4BXKg== 0000024240-94-000004.txt : 19941216 0000024240-94-000004.hdr.sgml : 19941216 ACCESSION NUMBER: 0000024240-94-000004 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19941215 SROS: NYSE SROS: PSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KEYSTONE CONSOLIDATED INDUSTRIES INC CENTRAL INDEX KEY: 0000055604 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 370364250 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31481 FILM NUMBER: 94564998 BUSINESS ADDRESS: STREET 1: 5430 LBJ FWY STE 1440 STREET 2: THREE LINCOLN CENTRE CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2144580028 MAIL ADDRESS: STREET 1: 5430 LBJ FWY STE 1440 STREET 2: THREE LINCOLN CENTRE CITY: DALLAS STATE: TX ZIP: 75240 FORMER COMPANY: FORMER CONFORMED NAME: KEYSTONE STEEL & WIRE CO DATE OF NAME CHANGE: 19710506 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CONTRAN CORP CENTRAL INDEX KEY: 0000024240 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4835 LBJ FREEWAY SUITE 600 CITY: DALLAS STATE: TX ZIP: 75234 SC 13D/A 1 CONTRAN CORP 12-07-94 SC 13D/A FILING SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 42)* KEYSTONE CONSOLIDATED INDUSTRIES, INC. (Name of Issuer) Common Stock, $1.00 par value (Title of Class of Securities) 49342210900 (CUSIP Number) WILLIAM C. TIMM THREE LINCOLN CENTRE SUITE 1700 5430 LBJ FREEWAY DALLAS, TEXAS 75240 (214) 233-1700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 7, 1994 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. Check the following box if a fee is being paid with the statement. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) *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 by "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. 49342210900 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* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX 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 NUMBER OF SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 3,464,683 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH -0- 10 SHARED DISPOSITIVE POWER 3,464,683 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,464,683 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.9% 14 TYPE OF REPORTING PERSON* CO [FN] * See instructions before filling out. CUSIP No. 49342210900 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON NL Industries, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey 7 SOLE VOTING POWER NUMBER OF SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 326,050 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH -0- 10 SHARED DISPOSITIVE POWER 326,050 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 326,050 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8% 14 TYPE OF REPORTING PERSON* CO [FN] * See instructions before filling out. CUSIP No. 49342210900 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Tremont Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX 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 NUMBER OF SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 326,050 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH -0- 10 SHARED DISPOSITIVE POWER 326,050 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 326,050 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8% 14 TYPE OF REPORTING PERSON* CO [FN] * See instructions before filling out. CUSIP No. 49342210900 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Valhi, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX 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 NUMBER OF SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 326,050 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH -0- 10 SHARED DISPOSITIVE POWER 326,050 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 326,050 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8% 14 TYPE OF REPORTING PERSON* CO [FN] * See instructions before filling out. CUSIP No. 49342210900 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* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX 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 NUMBER OF SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 326,050 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH -0- 10 SHARED DISPOSITIVE POWER 326,050 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 326,050 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8% 14 TYPE OF REPORTING PERSON* CO [FN] * See instructions before filling out. CUSIP No. 49342210900 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* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX 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 NUMBER OF SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 326,050 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH -0- 10 SHARED DISPOSITIVE POWER 326,050 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 326,050 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8% 14 TYPE OF REPORTING PERSON* CO [FN] * See instructions before filling out. CUSIP No. 49342210900 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* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX 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 NUMBER OF SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 326,050 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH -0- 10 SHARED DISPOSITIVE POWER 326,050 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 326,050 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8% 14 TYPE OF REPORTING PERSON* CO [FN] * See instructions before filling out. CUSIP No. 49342210900 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* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX 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 NUMBER OF SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 326,050 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH -0- 10 SHARED DISPOSITIVE POWER 326,050 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 326,050 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8% 14 TYPE OF REPORTING PERSON* CO [FN] * See instructions before filling out. CUSIP No. 49342210900 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* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX 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 NUMBER OF SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 326,050 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH -0- 10 SHARED DISPOSITIVE POWER 326,050 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 326,050 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8% 14 TYPE OF REPORTING PERSON* CO [FN] * See instructions before filling out. CUSIP No. 49342210900 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* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX 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 NUMBER OF SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 326,050 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH -0- 10 SHARED DISPOSITIVE POWER 326,050 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 326,050 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8% 14 TYPE OF REPORTING PERSON* CO [FN] * See instructions before filling out. CUSIP No. 49342210900 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Combined Master Retirement Trust 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX 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 NUMBER OF SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 356,050 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH -0- 10 SHARED DISPOSITIVE POWER 356,050 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 356,050 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.4% 14 TYPE OF REPORTING PERSON* EP [FN] * See instructions before filling out. CUSIP No. 49342210900 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Harold Simmons Foundation, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not Applicable 5 CHECK BOX 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 NUMBER OF SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 250,000 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH -0- 10 SHARED DISPOSITIVE POWER 250,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 250,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5% 14 TYPE OF REPORTING PERSON* CO [FN] * See instructions before filling out. CUSIP No. 49342210900 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* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX 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 NUMBER OF SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 3,755,183 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH -0- 10 SHARED DISPOSITIVE POWER 3,755,183 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* X 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -0- 14 TYPE OF REPORTING PERSON* IN [FN] * See instructions before filling out. AMENDMENT NO. 42 TO SCHEDULE 13D This amended Statement relates to the Common Stock, $1.00 par value per share (the "Shares") of Keystone Consolidated Industries, Inc., a Delaware corporation (the "Company"). Items 2, 3, 4, 5 and 6 of a Statement on Schedule 13D filed (i) by Contran Corporation ("Contran"), The Combined Master Retirement Trust (the "Master Trust") and NL Industries, Inc. ("NL") as the direct beneficial owners of Shares, (ii) by virtue of their respective direct and indirect holdings of securities of NL (as previously reported on this Statement), by Tremont Corporation, Valhi Inc., Valhi Group, Inc., National City Lines, Inc., NOA, Inc., Dixie Rice Agricultural Corporation, Inc., Dixie Holding Company and Southwest Louisiana Land Company, Inc. and (iii) by virtue of his positions with Contran, the Master Trust and certain other entities reported on this Statement, Harold C. Simmons, (collectively, the "Reporting Persons") are hereby amended as set forth below. Item 2. Identity and Background No Change except for the addition of the following: (a) As a result of the receipt of the Shares reported under Item 5(c), this Statement is filed additionally on behalf of Harold Simmons Foundation, Inc. (the "Foundation"). Harold C. Simmons is Chairman of the Board and Chief Executive Officer of the Foundation and may be deemed to control the Foundation. Certain information concerning the directors and executive officers of the Foundation is set forth in Schedule B to this Statement and incorporated herein by reference. The Foundation is hereby included as one of the "Reporting Persons". (b) The principal executive office of the Foundation is Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240. The business addresses of the directors and executive officers of the Foundation are set forth on Schedule B to this Statement and incorporated herein by reference. (c) The Foundation is a tax-exempt foundation organized and existing exclusively for charitable purposes. (d) Neither the Foundation nor, to the best knowledge of the Reporting Persons, any person 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) During the past five years, neither the Foundation, nor to the best knowledge of the Reporting Persons, any person named in Schedule B to this Statement, was a party to a civil proceeding by any 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 violations with respect to such laws. (f) The Foundation is a Texas non-profit corporation. Item 3. Source and Amount of Funds or Other Consideration No change except for the addition of the following: The total amount of funds required by Contran to acquire the Shares reported in Item 5(c) was $312,835 (including commissions). Such funds were or will be provided by Contran's cash on hand and no funds were borrowed for such purpose. The Foundation received the Shares reported in Item 5(c) as a charitable contribution from Contran and no funds were required by the Foundation to acquire such Shares. Item 4. Purpose of Transaction. No change except for the addition of the following: Contran purchased the additional Shares reported in Item 5(c) of this Statement in order to increase its equity interest in the Company. Depending upon their evaluation of the Company's business and prospects, and upon future developments (including, but not limited to, performance of the Shares in the market, availability of funds, alternative uses of funds, and money, stock market and general economic conditions), any of the Reporting Persons, other than the Master Trust, or other entities 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 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 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. The Foundation may be deemed to have adopted the plans and proposals of the Reporting Persons as previously discussed in this Statement. Except as previously discussed in this Statement with respect to the Reporting Persons, the Foundation does not have any plans or proposals which 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. No change except for the following: (a) NL is the direct beneficial owner of 326,050 Shares, or approximately 5.8% of the 5,592,751 Shares outstanding as of October 31, 1994 (the "Outstanding Shares"), according to information contained in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1994 (the "Quarterly Report"). By virtue of the relationships described under Item 2 of this Statement, each of the other Reporting Persons, other than the Foundation, may be deemed to share indirect beneficial ownership of the Shares directly beneficially owned by NL. Harold C. Simmons disclaims all such beneficial ownership. As a result of the purchases and contribution described under Item 5(c), Contran is the direct beneficial owner of 3,138,633 Shares, or approximately 56.1% of the Outstanding Shares according to information contained in the Quarterly Report. By virtue of the relationships described under Item 2 of this Statement, Contran may be deemed to be the beneficial owner of 3,464,683 Shares, or approximately 61.9% of the Outstanding Shares according to information contained in the Quarterly Report. By virtue of the relationships described under Item 2 of this Statement, Harold C. Simmons may be deemed to share indirect beneficial ownership of the Shares directly owned by Contran. Mr. Simmons disclaims all such beneficial ownership. The Master Trust is the direct beneficial owner of 30,000 Shares, or approximately 0.5% of the Outstanding Shares according to information contained in the Quarterly Report. By virtue of the relationships described under Item 2 of this Statement the Master Trust may be deemed to be the beneficial owner of 356,050 Shares, or approximately 6.4% of the Outstanding Shares according to information contained in the Quarterly Report. By virtue of the relationships described under Item 2 of this Statement, Harold C. Simmons may be deemed to share indirect beneficial ownership of the Shares directly owned by the Master Trust. Mr. Simmons disclaims all such beneficial ownership, except to the extent of his vested beneficial interest therein. The Foundation is the direct beneficial owner of 250,000 Shares, or approximately 4.5% of the outstanding Shares according to information contained in the Quarterly Report. By virtue of the relationships described under Item 2 of this Statement, Harold C. Simmons may be deemed to share indirect beneficial ownership of the Shares directly owned by the Foundation. Mr. Simmons disclaims all such beneficial ownership. Harold C. Simmons' spouse is the direct beneficial owner of 10,500 Shares, or approximately 0.2% of the outstanding Shares according to information contained in the Quarterly Report, of which Mr. Simmons may be deemed to share indirect beneficial ownership. Mr. Simmons disclaims all such beneficial ownership. (b) The Foundation has the direct power both to vote and to direct the disposition of the Shares held by it. By virtue of the relationships described in Item 2, Harold C. Simmons may be deemed to have and share the indirect power to vote and direct the disposition of the Shares held by the Foundation. (c) The table below sets forth additional purchases of the Shares by the Reporting Persons during the last 60 days. All of such purchases were effected by Contran on the New York Stock Exchange.
Approximate Price Per Share ($) (exclusive of commissions) Date Amount of Shares 10/19/94 100 16.250 10/24/94 600 13.875 10/24/94 1,200 14.125 10/24/94 1,200 14.250 10/25/94 1,000 14.250 10/26/94 200 14.500 11/01/94 600 14.250 11/03/94 400 14.250 11/08/94 400 14.250 11/08/94 2,000 14.500 11/30/94 2,500 14.500 12/01/94 700 14.500 12/02/94 1,200 14.500 12/08/94 1,000 14.250 12/08/94 4,200 14.500 12/09/94 900 14.250 12/12/94 1,800 14.250 12/13/94 1,700 14.250
Contran contributed 250,000 Shares to the Foundation on December 7, 1994 for no consideration. (d) The Foundation has the right to receive and power to direct the receipt of dividends from, and proceeds from the sale of, the Shares held by it. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. No Change except for the addition of the following: Except as previously disclosed in this Statement, neither the Foundation nor, to the best knowledge of the Reporting 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. 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: December 14, 1994 By: /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: December 14, 1994 By: /s/ J. Landis Martin J. Landis Martin, 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: December 14, 1994 By: /s/ William C. Timm William C. Timm, Signing in the capacities listed on Schedule "A" attached hereto and incorporated herein by reference. SCHEDULE A Harold C. Simmons, individually, and as Trustee of THE COMBINED MASTER RETIREMENT TRUST, and as Chairman of the Board of HAROLD SIMMONS FOUNDATION, INC. William C. Timm, as Vice President-Finance of each of: CONTRAN CORPORATION DIXIE RICE AGRICULTURAL CORPORATION, INC. DIXIE HOLDING COMPANY NATIONAL CITY LINES, INC. NOA, INC. VALHI GROUP, INC. VALHI, INC. SOUTHWEST LOUISIANA LAND COMPANY, INC. J. Landis Martin, as Chief Executive Officer and President of each of: NL INDUSTRIES, INC. TREMONT CORPORATION SCHEDULE B The names of the directors and executive officers of Contran Corporation ("Contran"), Dixie Rice Agricultural Corporation, Inc. ("Dixie Rice"), Dixie Holding Company ("Dixie Holding"), National City Lines, Inc. ("National"), NOA, Inc. ("NOA"), Southwest Louisiana Land Company, Inc. ("Southwest"), Valhi Group, Inc. ("VGI"), Valhi, Inc. ("Valhi"), NL Industries, Inc. ("NL"), Tremont Corporation ("Tremont") and Harold Simmons Foundation, Inc. ("Foundation") 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 - -------------------- ---------------------------- Kirby C. Adams Vice President of Tremont, 1999 Broadway, Suite 4300 Denver, Colorado 80202. Susan E. Alderton Vice President and Treasurer of NL; Director of Tremont. 70 East 55th Street, 8th Floor, New York, New York 10022. Eugene K. Anderson Vice President of Contran, Dixie Holding, National, NOA, Valhi and VGI; Treasurer of Foundation. Arthur H. Bilger Director of Valhi; Private Investor. 1060 Laurel Way, Beverly Hills, CA 90210 Richard J. Boushka Director of Tremont; Principal of Boushka Properties (private investment firm). 7701 East Kellogg, Suite 650, Wichita, Kansas 67207. F. Murlyn Broussard Treasurer of Southwest. 402 Canal Street, Houma, Louisiana 70360. Joseph S. Compofelice Vice President and Chief Financial Officer of NL and Tremont; Executive Vice President of Valhi. Two Greenspoint Plaza, 16825 Northchase Drive, Suite 1200, Houston, TX 77060. Norman S. Edelcup Director of Valhi; Chairman of the Board of Item Processing of America, Inc. (processing service bureau). 5190 N.W. 167th Street, Suite 300, Miami, Florida 33014. Robert J. Frame Director of Valhi; Professor of Finance, Emeritus, at the Cox School of Business, Southern Methodist University; President of Frame Financial Group, Inc. (registered broker/dealer and a member of the Chicago Board Options Exchange). 17218 Preston Road, Suite 421, Dallas, Texas 75252. David B. Garten Vice President, Secretary and General Counsel of NL. Two Greenspoint Plaza, 16825 Northchase Drive, Suite 1200, Houston, Texas 77060. William J. Lindquist Vice President and Tax Director of Contran, Dixie Rice, Dixie Holding, National, NOA, Southwest, VGI and Valhi. J. Landis Martin Director, President and Chief Executive Officer of NL; Director, Chairman of the Board, President and Chief Executive Officer of Tremont. Two Greenspoint Plaza, 16825 Northchase Drive, Suite 1200, Houston, Texas 77060. Andrew McCollam, Jr. Director of Dixie Rice; President and Director of Southwest; Private Investor. 402 Canal Street, Houma, Louisiana 70360. Harold M. Mire Vice President and General Manager of Southwest; President of Dixie Rice. 600 Pasquiere Street, Gueydan, Louisiana 70542. J. Thomas Montgomery, Jr. Vice President and Controller of Contran, Dixie Holding, National, NOA, Southwest, VGI and Valhi; Vice President of Dixie Rice. Robert E. Musgraves General Counsel and Secretary of Tremont. 1999 Broadway, Suite 4300, Denver, Colorado 80202. Dennis G. Newkirk Vice President and Controller of NL. Two Greenspoint Plaza, 16825 Northchase Drive, Suite 1200, Houston, Texas 77060. Kenneth R. Peak Director of NL; President of Peak Energy Advisors, Inc. (consulting). 2702 Albans, Houston, Texas 77005. Glenn R. Simmons Vice Chairman of the Board and Director of Contran, Dixie Holding, National, NOA, VGI and Valhi; Director of NL and Tremont; Executive Vice President and Director of Dixie Rice and Southwest; Chairman of the Board, Chief Executive Officer and Director Keystone Consolidated Industries, Inc. ("Keystone") (steel rod and wire products manufacturer). Harold C. Simmons Chairman of the Board, Chief Executive Officer, President and Director of Contran, Dixie Rice, Dixie Holding, National, NOA, Southwest, VGI and Valhi; Chairman of the Board and Director of NL; Director of Tremont; Chairman of the Board, Chief Executive Officer and Director of Foundation. Lisa K. Simmons President and Director of Foundation. Robert W. Singer Vice President of Contran and Valhi; President and Chief Operating Officer of Keystone. Richard A. Smith Director and Treasurer of Dixie Rice. 600 Pasquiere Street, Gueydan, Louisiana 70542. Michael A. Snetzer Director of Valhi, NL and Tremont; Chairman of the Board, Chief Executive Officer and Director of Medite corporation (forest products). Thomas P. Stafford Director of Tremont; Co-founder of Stafford, Burke and Hecker, Inc. (consulting); Chairman of the Board of Omega Watch Corporation of America (watch manufacturer). 1006 Cameron, Alexandria, Virginia 22314. Avy H. Stein Director of Tremont; Managing Director of Continental Equity Capital Corporation and Continental Illinois Venture Corporation (investment funds). 231 South La Salle, Chicago, Illinois 60697. William C. Timm Vice President-Finance and Treasurer of Contran, Dixie Rice, Southwest, Dixie Holding, National, NOA, VGI and Valhi; Vice President-Finance of Dixie Rice and Southwest. J. Walter Tucker, Jr. Director of Valhi; President, Treasurer and Director of Tucker & Branham, Inc. (mortgage banking, insurance and real estate); Vice Chairman of the Board and Director Keystone. Mark A. Wallace Vice President and Controller of Tremont. 1999 Broadway, Suite 4300, Denver, Colorado 80202. Steven L. Watson Vice President and Secretary of Contran, Dixie Rice, Dixie Holding, National, NOA, Southwest, VGI and Valhi; Vice President, Secretary and Director of Foundation. Lawrence A. Wigdor Executive Vice President and Director of NL. Two Greenspoint Plaza, 16825 Northchase Drive, Suite 1200, Houston, Texas 77060. Elmo R. Zumwalt, Jr. Director of NL; President of Admiral Zumwalt & Consultants, Inc. (consulting). 1500 Wilson Boulevard, Arlington, Virginia 22209. -----END PRIVACY-ENHANCED MESSAGE-----