Exhibit 99: Additional Exhibits

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q3mHOCD1DVS2jJ3QEdiXBsBXBqQtW4Abm7GkIRV/dhhBPCzJ73lrym8jdMtkZybO 6jaVInaDtjF0OA/YpXlAWA== 0000024240-04-000154.txt : 20040903 0000024240-04-000154.hdr.sgml : 20040903 20040903174024 ACCESSION NUMBER: 0000024240-04-000154 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040901 FILED AS OF DATE: 20040903 DATE AS OF CHANGE: 20040903 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Simmons Annette C CENTRAL INDEX KEY: 0001302221 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14368 FILM NUMBER: 041017553 BUSINESS ADDRESS: BUSINESS PHONE: 972-233-1700 MAIL ADDRESS: STREET 1: 5430 LBJ FREEWAY, SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TITANIUM METALS CORP CENTRAL INDEX KEY: 0001011657 STANDARD INDUSTRIAL CLASSIFICATION: SECONDARY SMELTING & REFINING OF NONFERROUS METALS [3341] IRS NUMBER: 135630895 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1999 BROADWAY STREET 2: STE 4300 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032965600 MAIL ADDRESS: STREET 1: TITANIUM METALS CORP STREET 2: 1999 BROADWAY SUITE 4300 CITY: DENVER STATE: CO ZIP: 80202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NOA INC CENTRAL INDEX KEY: 0001074789 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14368 FILM NUMBER: 041017557 BUSINESS ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9722331700 MAIL ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 REPORTING-OWNER: OWNER 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14368 FILM NUMBER: 041017562 BUSINESS ADDRESS: STREET 1: 5430 LBJ FRWY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9724504228 MAIL ADDRESS: STREET 1: 5430 LBJ FRWY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NATIONAL CITY LINES INC CENTRAL INDEX KEY: 0000069972 STANDARD INDUSTRIAL CLASSIFICATION: LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES) [6552] STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14368 FILM NUMBER: 041017560 BUSINESS ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2149340233 MAIL ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TREMONT LLC CENTRAL INDEX KEY: 0000842718 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY SMELTING & REFINING OF NONFERROUS METALS [3330] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14368 FILM NUMBER: 041017559 BUSINESS ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9722331700 MAIL ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 FORMER NAME: FORMER CONFORMED NAME: TREMONT CORPORATION DATE OF NAME CHANGE: 19920703 FORMER NAME: FORMER CONFORMED NAME: BAROID CORPORATION DATE OF NAME CHANGE: 19901029 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SIMMONS HAROLD C CENTRAL INDEX KEY: 0001037854 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14368 FILM NUMBER: 041017554 BUSINESS ADDRESS: STREET 1: THREE LINCOLN CENTRE STREET 2: 5430 LBJ FREEWAY STE 1700 CITY: DALLAS STATE: TX ZIP: 75240-2697 BUSINESS PHONE: 9722331700 MAIL ADDRESS: STREET 1: THREE LINCOLN CENTRE STREET 2: 5430 LBJ FREEWAY STE 1700 CITY: DALLAS STATE: TX ZIP: 75240-2697 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DIXIE RICE AGRICULTURE CORP INC CENTRAL INDEX KEY: 0001074787 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14368 FILM NUMBER: 041017558 BUSINESS ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9722331700 MAIL ADDRESS: STREET 1: 600 PASQUIERE ST CITY: GUEYDAN STATE: LA ZIP: 70542 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOUTHWEST LOUISIANA LAND CO INC CENTRAL INDEX KEY: 0001074790 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14368 FILM NUMBER: 041017556 BUSINESS ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9722331700 MAIL ADDRESS: STREET 1: 402 CANAL ST CITY: HOUMA STATE: LA ZIP: 70360 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VALHI INC /DE/ CENTRAL INDEX KEY: 0000059255 STANDARD INDUSTRIAL CLASSIFICATION: SUGAR & CONFECTIONERY PRODUCTS [2060] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14368 FILM NUMBER: 041017561 BUSINESS ADDRESS: STREET 1: 5430 LBJ FRWY STREET 2: STE 1700 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9722331700 MAIL ADDRESS: STREET 1: THREE LINCOLN CENTER STREET 2: 5430 LBJ FREEWAY SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 FORMER NAME: FORMER CONFORMED NAME: LLC CORP DATE OF NAME CHANGE: 19870329 FORMER NAME: FORMER CONFORMED NAME: LIBERTY LOAN CORP DATE OF NAME CHANGE: 19800414 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VALHI GROUP INC CENTRAL INDEX KEY: 0001074793 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14368 FILM NUMBER: 041017555 BUSINESS ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9722331700 MAIL ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 4 1 f4con40901_ex.xml X0202 4 2004-09-01 0 0001011657 TITANIUM METALS CORP TIE 0000024240 CONTRAN CORP 5430 LBJ FRWY SUITE 1700 DALLAS TX 75240 0 0 1 0 0000059255 VALHI INC /DE/ 5430 LBJ FRWY STE 1700 DALLAS TX 75240 0 0 1 0 0000069972 NATIONAL CITY LINES INC 5430 LBJ FREEWAY SUITE 1700 DALLAS TX 75240 0 0 1 0 0000842718 TREMONT LLC 5430 LBJ FREEWAY SUITE 1700 DALLAS TX 75240 0 0 1 0 0001074787 DIXIE RICE AGRICULTURE CORP INC 5430 LBJ FREEWAY SUITE 1700 DALLAS TX 75240 0 0 1 0 0001074789 NOA INC 5430 LBJ FREEWAY SUITE 1700 DALLAS TX 75240 0 0 1 0 0001074790 SOUTHWEST LOUISIANA LAND CO INC 5430 LBJ FREEWAY SUITE 1700 DALLAS TX 75240 0 0 1 0 0001074793 VALHI GROUP INC 5430 LBJ FREEWAY SUITE 1700 DALLAS TX 75240 0 0 1 0 0001037854 SIMMONS HAROLD C THREE LINCOLN CENTRE 5430 LBJ FREEWAY STE 1700 DALLAS TX 75240-2697 1 1 1 0 Vice Chairman 0001302221 Simmons Annette C 5430 LBJ FREEWAY. SUITE 1700 DALLAS TX 75240 0 0 1 0 Common Stock, par value $0.01 per share 6309250 I by Tremont Common Stock, par value $0.01 per share 176000 I by Valhi TIMET Capital Trust I Convertible Preferred Securities 0 2004-09-01 4 J 0 14700 D 2026-12-01 Common stock, $0.01 par value per share 9842 0 I by Valhi 6 3/4% Series A Convertible Preferred Stock 0.00 2004-09-01 4 J 0 14700 A Common stock, $0.01 par value per share 24500 14700 I by Valhi On August 26, 2004, the issuer effected a 5-for-1 stock split of its common stock, par value $0.01 per share ("Common Stock"). Directly held by Tremont LLC. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the persons joining in this filing. Directly held by Valhi, Inc. ("Valhi"). See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the persons joining in this filing. 6 5/8% Convertible Preferred Securities, Beneficial Unsecured Convertible Securities, liquidation preference $50 per security, which represent undivided beneficial ownership interests in the assets of TIMET Capital Trust I, a Delaware statutory business trust ("BUCS"). The BUCs are convertible into Common Stock at a rate of one BUC for 0.6695 of a share of Common Stock. Valhi disposed of 14,700 BUCs in exchange for 14,700 shares of 6 3/4% Series A Convertible Preferred Stock, par value $0.01 per share, of the issuer (the "Series A Preferred Stock") in an issuer exchange offer (the "Exchange Offer"). Exercisable immediately. The Series A Preferred Stock is convertible into shares of Common Stock at a rate of one share of Series A Preferred Stock for one and two-thirds shares of Common Stock. Not applicable. On September 1, 2004, Annette C. Simmons disposed of 1,600,000 BUCS (convertible into 1,071,200 shares of Common Stock) in exchange for 1,600,000 shares of Series A Preferred Stock (convertible into 2,666,666 shares of Common Stock) in the Exchange Offer. See the other footnotes in this statement for further details regarding the BUCS and the Series A Preferred Stock. Harold C. Simmons, a director and officer of the issuer, may be deemed to be the indirect beneficial owner of securities owned by his spouse, Annette C. Simmons, and, as a result of the relationships described in the Additional Information filed as Exhibit 99 to this statement, Valhi. The issuer's board of directors approved participation in the Exchange Offer by Mr. Simmons and other officers and directors of the issuer pursuant to the requirements of Rule 16b-3(d) and (e) promulgated under the Securities Exchange Act of 1934. This form is also filed on behalf of Dixie Holding Company, 5430 LBJ Freeway, Suite 1700, Dallas, TX 75240 By: /s/ A. Andrew R. Louis, Secretary (executed 09/03/04). EXHIBIT INDEX 99 Additional Information See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the persons joining in this filing. A. Andrew R. Louis, Secretary for Tremont LLC 2004-09-03 A. Andrew R. Louis, Secretary for Valhi, Inc. 2004-09-03 A. Andrew R. Louis, Secretary for Valhi Group, Inc. 2004-09-03 A. Andrew R. Louis, Secretary for National City Lines, Inc. 2004-09-03 A. Andrew R. Louis, Secretary for NOA, Inc. 2004-09-03 A. Andrew R. Louis, Attorney-in-Fact for Annette C. Simmons 2004-09-03 A. Andrew R. Louis, Secretary for Dixie Rice Agricultural Corporation, Inc. 2004-09-03 A. Andrew R. Louis, Secretary for Southwest Louisiana Land Company, Inc. 2004-09-03 A. Andrew R. Louis, Attorney-in-Fact for Harold C. Simmons 2004-09-03 A. Andrew R. Louis, Secretary for Contran Corporation 2004-09-03 EX-99 2 tie40901.htm ADDITIONAL INFORMATION Exhibit 99: Additional Exhibits

Exhibit 99

Additional Information

Tremont LLC (“Tremont”), Annette C. Simmons, The Combined Master Retirement Trust (the “CMRT”), and Valhi, Inc. (“Valhi”) are the holders of approximately 39.6%, 14.4%, 11.8% and 1.3%, respectively, of the outstanding shares of common stock of the issuer. The ownership of Ms. Simmons is based on the 1,600,000 shares of the issuer's 6 3/4% Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferrred Stock"), that she directly owns, which are convertible into 2,666,666 shares of the issuer’s common stock. The ownership of Valhi includes 24,500 shares of the issuer’s common stock that Valhi has the right to acquire upon conversion of 14,700 shares of Series A Preferred Stock that Valhi directly holds. The percentage ownership of the issuer’s common stock held by Ms. Simmons and Valhi assumes the full conversion of only the shares of Series A Preferred Stock owned by her and Valhi, respectively.

Valhi is the direct holder of 100% of the outstanding membership interests of Tremont. Valhi Group, Inc. (“VGI”), National City Lines, Inc. (“National”), Contran Corporation (“Contran”), the Harold Simmons Foundation, Inc. (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%, 3.3%, 0.9%, 0.4% and 0.1%, respectively, of the common stock of Valhi. National, NOA, Inc. (“NOA”) and Dixie Holding Company (“Dixie Holding”) are the direct holders of approximately 73.3%, 11.4% and 15.3%, respectively, of the outstanding common stock of VGI. Contran and NOA are the direct holders of approximately 85.7% and 14.3%, respectively, of the outstanding common stock of National. Contran and Southwest Louisiana Land Company, Inc. (“Southwest”) are the direct holders of approximately 49.9% and 50.1%, respectively, of the outstanding common stock of NOA. Dixie Rice Agricultural Corporation, Inc. (“Dixie Rice”) is the direct holder of 100% of the outstanding common stock of Dixie Holding. Contran is the holder of 100% of the outstanding common stock of Dixie Rice and approximately 88.9% of the outstanding common stock of 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, or is held by Mr. Simmons or persons or other entities related to Mr. Simmons. 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 11.8% of the outstanding shares of the issuer’s common stock 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. Harold C. 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 0.9% 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.

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.

Valhi, Tremont and a subsidiary of the issuer are the direct holders of 62.3%, 21.1% and 0.5%, respectively, of the outstanding common stock of NL Industries, Inc. (“NL”). 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, of Valhi common stock. Valhi is the direct holder of 100% of the outstanding common stock of Valmont. 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 vice chairman of the board of the issuer, chairman of the board and chief executive officer of NL and chairman of the board of Tremont, Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest and Contran.

By virtue of the holding of the offices, 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 of the issuer’s securities directly held by certain of such other entities. However, Mr. Simmons disclaims beneficial ownership of the shares of the issuer’s securities beneficially owned, directly or indirectly, by any of such entities, except to the extent of his vested beneficial interest, if any, in the shares of the issuer's common stock the CMRT directly holds. Other than securities that she holds directly, Ms. Simmons disclaims beneficial ownership of all of the issuer's securities beneficially owned, directly or indirectly, by any of such entities or Mr. Simmons.

Annette C. Simmons is the wife of Harold C. Simmons and the direct owner of 1,600,000 shares of the Series A Preferred Stock (which are convertible in the aggregate into 2,666,666 shares of the issuer’s common stock), 69,475 shares of NL common stock and 43,400 shares of Valhi common stock. Mr. Simmons may be deemed to share indirect beneficial ownership of such shares. Mr. Simmons disclaims all such beneficial ownership.

A trust, of which Harold C. Simmons and Annette C. Simmons are trustees and the beneficiaries are the grandchildren of Ms. Simmons, is the direct holder of 40,000 shares of Valhi common stock. Mr. Simmons, as co-trustee of this trust, has the power to vote and direct the disposition of the shares of the Valhi common stock the trust holds. Mr. Simmons and his spouse each disclaims beneficial ownership of any shares of the Valhi common stock that this trust holds.

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