|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Valhi
Holding Company
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
105,098,763
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
105,098,763
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,098,763
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
92.3%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
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) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Nevada
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
105,098,763
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
105,098,763
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,098,763
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
92.3%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
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) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
105,098,763
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
105,098,763
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,098,763
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
92.3%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
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) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
105,098,763
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
105,098,763
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,098,763
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
92.3%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
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) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
105,098,763
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
105,098,763
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,098,763
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
92.3%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
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) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Louisiana
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
105,098,763
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
105,098,763
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,098,763
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
92.3%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
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) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Louisiana
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
105,098,763
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
105,098,763
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,098,763
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
92.3%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
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) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
105,538,163
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
105,538,163
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,538,163
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
92.7%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
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) o
(b) o
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
PF
and OO
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
3,383
|
|
|
8
|
SHARED
VOTING POWER
106,739,563
|
||
|
9
|
SOLE
DISPOSITIVE POWER
3,383
|
||
|
10
|
SHARED
DISPOSITIVE POWER
106,739,563
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,383
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ý
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
||
|
Item
2.
|
Identity
and Background.
|
|
·
|
by
Valhi Holding Company, (“VHC”) as a direct holder of
Shares;
|
|
·
|
by
virtue of the direct and indirect ownership of securities of VHC,
by 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”) and Contran Corporation (“Contran”);
and
|
|
·
|
by
virtue of positions he holds with Contran and certain of the other
entities (as reported on this Statement), by Harold C. Simmons
(collectively, the “Reporting Persons”). By signing
this Statement, each Reporting Person agrees that this Statement
is filed
on its or his behalf.
|
|
Item
5.
|
Interest
in Securities of the
Issuer.
|
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
|
|
·
|
National
was released from the payment guaranty and pledge agreement related
to
U.S. Bank Facility;
|
|
·
|
VHC
executed a Pledge Agreement dated October 28, 2005 between VHC and
U.S.
Bank whereby VHC pledged Shares as collateral for the U.S. Bank Facility;
and
|
|
·
|
VHC
executed a Guaranty as of October 28, 2005 whereby VHC guaranteed
Contran’s payment and performance obligations under the U.S. Bank
Facility.
|
|
Item
7.
|
Material
to be Filed as Exhibits.
|
|
Exhibit
1*
|
Contran
Amended and Restated Deferred Compensation Trust effective as of
January
1, 2006 between Contran Corporation and U.S. Bank National
Association.
|
|
Exhibit
2
|
Loan
Agreement dated as of September 3, 1998 among Contran Corporation,
National City Lines, Inc. and U.S. Bank National Association (incorporated
by reference to Exhibit 1 to Amendment No. 63 to this Schedule
13D).
|
|
Exhibit
3
|
Promissory
Note dated September 3, 1998 in the original principal amount of
$25
million payable to the order of U.S. Bank National Association and
executed by Contran Corporation (incorporated by reference to Exhibit
2 to
Amendment No. 63 to this Schedule 13D).
|
|
Exhibit
4
|
Extension
Agreement dated as of September 2, 1999 among Contran Corporation,
National City Lines, Inc. and U.S. Bank National Association (incorporated
by reference to Exhibit 5 to Amendment No. 63 to this
Statement).
|
|
Exhibit
5
|
Extension
and Amendment Agreement dated as of August 31, 2000 among Contran
Corporation, National City Lines, Inc. and U.S. Bank National Association
(incorporated by reference to Exhibit 11 to Amendment No. 64 to this
Statement).
|
|
Exhibit
6
|
Extension
and Amendment Agreement dated as of August 31, 2001 among Contran
Corporation, National City Lines, Inc. and U.S. Bank National Association
(incorporated by reference to Exhibit 12 to Amendment No. 64 to this
Statement).
|
|
Exhibit
7
|
Extension
and Amendment Agreement dated as of August 28, 2002 among Contran
Corporation, National City Lines, Inc. and U.S. Bank National Association
(incorporated by reference to Exhibit 16 to Amendment No. 65 to this
Statement).
|
|
Exhibit
8
|
Amended
and Restated Extension and Amendment Agreement dated as of October
24,
2003 among Contran Corporation, National City Lines, Inc. and U.S.
Bank
National Association (incorporated by reference to Exhibit 12 to
Amendment No. 67 to this Statement).
|
|
Exhibit
9
|
Extension
and Amendment Agreement dated as of October 29, 2004 among Contran
Corporation, National City Lines, Inc. and U.S. Bank National Association
(incorporated by reference to Exhibit 13 to Amendment No. 67 to this
Statement).
|
|
Exhibit
10*
|
Extension
and Amendment Agreement dated as of October 28, 2005 among Contran
Corporation, National City Lines, Inc., Valhi Holding Company and
U.S.
Bank National Association.
|
|
Exhibit
11*
|
Guaranty
dated as of October 28, 2005 executed by Valhi Holding Company for
the
benefit of U.S. Bank National Association.
|
|
Exhibit
12*
|
Pledge
Agreement dated as of October 28, 2005 between Valhi Holding Company
and
U.S. Bank National Association.
|
|
Exhibit
13*
|
Extension
and Amendment Agreement dated as of October 27, 2006 among Contran
Corporation, Valhi Holding Company and U.S. Bank National
Association.
|
|
Exhibit
14
|
Pledge
Agreement dated as of August 25, 2005 between Contran Corporation
and
Valhi Holding Company for the benefit of the Contran Deferred Compensation
Trust No. 1 (incorporated by reference to Exhibit 14 to Amendment
No. 63
to this Schedule 13D).
|
|
Exhibit
15
|
Pledge
Agreement dated as of August 25, 2005 between Contran Corporation
and
Valhi Holding Company for the benefit of the Contran Deferred Compensation
Trust No. 2 (incorporated by reference to Exhibit 15 to Amendment
No. 63
to this Schedule 13D).
|
|
Exhibit
16
|
Pledge
Agreement dated as of August 25, 2005 between Contran Corporation
and
Valhi Holding Company for the benefit of the Contran Deferred Compensation
Trust No. 3 (incorporated by reference to Exhibit 16 to Amendment
No. 63
to this Schedule 13D).
|
|
*
|
Filed
herewith.
|
|
Name
|
Present
Principal Occupation
|
|
L.
Andrew
Fleck
|
Vice
president of Dixie Rice and Southwest; real estate manager for
Contran.
|
|
Robert
D.
Graham
|
Vice
president of Contran, Dixie Holding, Dixie Rice, National, NOA, Southwest,
Valhi, Inc. (the “Company”), VGI and VHC; executive vice
president of Titanium Metals Corporation, a sister corporation of
the
Company (“TIMET”); and vice president, general counsel and
secretary of Kronos Worldwide, Inc. (“Kronos Worldwide”) and NL
Industries, Inc. (“NL”), both subsidiaries of the
Company.
|
|
J.
Mark
Hollingsworth
|
Vice
president and general counsel of the Company, Contran, Dixie Holding,
Dixie Rice, National, NOA, Southwest, VGI and VHC; general counsel
of
CompX International Inc., a subsidiary of the Company (“CompX”);
trust counsel of The Combined Master Retirement Trust, a trust
Contran sponsors that permits the collective investment by trusts
that
maintain the assets of certain employee benefit plans Contran and
related
companies adopt (the “CMRT”); and acting general counsel of
Keystone Consolidated Industries, Inc. (“Keystone”), a subsidiary
of Contran.
|
|
William
J.
Lindquist
|
Director
and senior vice president of Contran, Dixie Holding, National, NOA,
VGI
and VHC; senior vice president of the Company, Dixie Rice and
Southwest.
|
|
A.
Andrew R.
Louis
|
Secretary
of the Company, Contran, CompX, Dixie Holding, Dixie Rice, National,
NOA,
Southwest, TIMET, VGI and VHC.
|
|
Kelly
D.
Luttmer
|
Vice
president and tax director of the Company, Contran, CompX, Dixie
Holding,
Dixie Rice, Kronos Worldwide, National, NL, NOA, Southwest, TIMET,
VGI and
VHC.
|
|
Andrew
McCollam, Jr.
(1)
|
President
and director of Southwest; director of Dixie Rice; and a private
investor.
|
|
Bobby
D.
O’Brien
|
Vice
president, chief financial officer and director of Dixie Holding,
National, NOA, VGI and VHC; executive vice president and chief financial
officer of TIMET; and vice president and chief financial officer
of the
Company, Contran, Dixie Rice, Southwest and VHC.
|
|
Glenn
R.
Simmons
|
Vice
chairman of the board of the Company, Contran, Dixie Holding, Dixie
Rice,
National, NOA, VGI and VHC; chairman of the board of CompX and Keystone;
director and executive vice president of Southwest; and a director
of
Kronos Worldwide, NL and TIMET.
|
|
Harold
C.
Simmons
|
Chairman
of the board of the Company, Contran, Dixie Holding, Dixie Rice,
National,
NOA, Southwest, TIMET, VGI and VHC; chairman of the board and chief
executive officer of Kronos Worldwide and NL; and trustee and member
of
the investment committee of the CMRT.
|
|
Richard
A. Smith
(2)
|
Vice
president of Dixie Rice.
|
|
John
A. St.
Wrba
|
Vice
president and treasurer of the Company, Contran, Dixie Holding, Dixie
Rice, Kronos Worldwide, National, NL, NOA, Southwest, TIMET, VGI
and
VHC.
|
|
Gregory
M.
Swalwell
|
Vice
president and controller of the Company, Contran, Dixie Holding,
National,
NOA, Southwest, VGI and VHC; vice president, finance and chief financial
officer of Kronos Worldwide and NL; and vice president of Dixie Rice,
Southwest and TIMET.
|
|
Steven
L.
Watson
|
Director,
president and chief executive officer of the Company; vice chairman,
president and chief executive officer of TIMET; director and president
of
Contran, Dixie Holding, Dixie Rice, National, NOA, VGI and VHC; director
and executive vice president of Southwest; vice chairman of Kronos
Worldwide; and a director of CompX, Keystone and
TIMET.
|
|
(1)
|
The
principal business address for Mr. McCollam is 402 Canal Street,
Houma,
Louisiana 70360.
|
|
(2)
|
The
principal business address for Mr. Smith is 600 Pasquiere Street,
Gueydan,
Louisiana 70542-0010.
|
|
Shares
|
Options
|
|||||||||||
|
Name
|
Held
|
Held
(1)
|
Total
|
|||||||||
|
L.
Andrew Fleck
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Robert
D. Graham
|
-0-
|
-0-
|
-0-
|
|||||||||
|
J.
Mark Hollingsworth
|
-0-
|
80,000
|
80,000
|
|||||||||
|
William
J. Lindquist
|
-0-
|
80,000
|
80,000
|
|||||||||
|
A.
Andrew R. Louis
|
-0-
|
65,000
|
65,000
|
|||||||||
|
Kelly
D. Luttmer
|
-0-
|
65,000
|
65,000
|
|||||||||
|
Andrew
McCollam, Jr.
|
550
|
-0-
|
550
|
|||||||||
|
Bobby
D. O’Brien
|
-0-
|
80,000
|
80,000
|
|||||||||
|
Glenn
R. Simmons
|
200
|
-0-
|
200
|
|||||||||
|
Harold
C. Simmons (2)
|
83,283
|
-0-
|
83,283
|
|||||||||
|
Richard
A. Smith
|
333
|
-0-
|
333
|
|||||||||
|
John
A. St. Wrba
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Gregory
M. Swalwell
|
1,166
|
80,000
|
81,166
|
|||||||||
|
Steven
L. Watson
|
17,246
|
50,000
|
67,246
|
|||||||||
|
(1)
|
Represents
Shares issuable pursuant to the exercise within 60 days of the execution
date of this Statement of stock
options.
|
|
(2)
|
Includes
43,400 and 36,500 Shares directly held, respectively, by Harold C.
Simmons’ spouse and a trust of which Harold C. Simmons and his spouse are
co-trustees and the beneficiaries of which are the grandchildren
of his
spouse. Mr. Harold C. Simmons also may be deemed to possess
indirect beneficial ownership of the other Shares set forth in Item
5(a)
of this Statement, held by other Reporting Persons. Mr. Simmons
disclaims beneficial ownership of all Shares except for the 3,383
Shares
that he holds directly and to the extent of his interest as a beneficiary
of the CDCT and his vested beneficial interest, if any, in Shares
directly
held by the CMRT.
|
|
|
EXHIBIT
INDEX
|
|
Exhibit
1*
|
Contran
Amended and Restated Deferred Compensation Trust effective as of
January
1, 2006 between Contran Corporation and U.S. Bank National
Association.
|
|
Exhibit
2
|
Loan
Agreement dated as of September 3, 1998 among Contran Corporation,
National City Lines, Inc. and U.S. Bank National Association (incorporated
by reference to Exhibit 1 to Amendment No. 63 to this Schedule
13D).
|
|
Exhibit
3
|
Promissory
Note dated September 3, 1998 in the original principal amount of
$25
million payable to the order of U.S. Bank National Association and
executed by Contran Corporation (incorporated by reference to Exhibit
2 to
Amendment No. 63 to this Schedule 13D).
|
|
Exhibit
4
|
Extension
Agreement dated as of September 2, 1999 among Contran Corporation,
National City Lines, Inc. and U.S. Bank National Association (incorporated
by reference to Exhibit 5 to Amendment No. 63 to this
Statement).
|
|
Exhibit
5
|
Extension
and Amendment Agreement dated as of August 31, 2000 among Contran
Corporation, National City Lines, Inc. and U.S. Bank National Association
(incorporated by reference to Exhibit 11 to Amendment No. 64 to this
Statement).
|
|
Exhibit
6
|
Extension
and Amendment Agreement dated as of August 31, 2001 among Contran
Corporation, National City Lines, Inc. and U.S. Bank National Association
(incorporated by reference to Exhibit 12 to Amendment No. 64 to this
Statement).
|
|
Exhibit
7
|
Extension
and Amendment Agreement dated as of August 28, 2002 among Contran
Corporation, National City Lines, Inc. and U.S. Bank National Association
(incorporated by reference to Exhibit 16 to Amendment No. 65 to this
Statement).
|
|
Exhibit
8
|
Amended
and Restated Extension and Amendment Agreement dated as of October
24,
2003 among Contran Corporation, National City Lines, Inc. and U.S.
Bank
National Association (incorporated by reference to Exhibit 12 to
Amendment No. 67 to this Statement).
|
|
Exhibit
9
|
Extension
and Amendment Agreement dated as of October 29, 2004 among Contran
Corporation, National City Lines, Inc. and U.S. Bank National Association
(incorporated by reference to Exhibit 13 to Amendment No. 67 to this
Statement).
|
|
Exhibit
10*
|
Extension
and Amendment Agreement dated as of October 28, 2005 among Contran
Corporation, National City Lines, Inc., Valhi Holding Company and
U.S.
Bank National Association.
|
|
Exhibit
11*
|
Guaranty
dated as of October 28, 2005 executed by Valhi Holding Company for
the
benefit of U.S. Bank National Association.
|
|
Exhibit
12*
|
Pledge
Agreement dated as of October 28, 2005 between Valhi Holding Company
and
U.S. Bank National Association.
|
|
Exhibit
13*
|
Extension
and Amendment Agreement dated as of October 27, 2006 among Contran
Corporation, Valhi Holding Company and U.S. Bank National
Association.
|
|
Exhibit
14
|
Pledge
Agreement dated as of August 25, 2005 between Contran Corporation
and
Valhi Holding Company for the benefit of the Contran Deferred Compensation
Trust No. 1 (incorporated by reference to Exhibit 14 to Amendment
No. 63
to this Schedule 13D).
|
|
Exhibit
15
|
Pledge
Agreement dated as of August 25, 2005 between Contran Corporation
and
Valhi Holding Company for the benefit of the Contran Deferred Compensation
Trust No. 2 (incorporated by reference to Exhibit 15 to Amendment
No. 63
to this Schedule 13D).
|
|
Exhibit
16
|
Pledge
Agreement dated as of August 25, 2005 between Contran Corporation
and
Valhi Holding Company for the benefit of the Contran Deferred Compensation
Trust No. 3 (incorporated by reference to Exhibit 16 to Amendment
No. 63
to this Schedule 13D).
|
|
*
|
Filed
herewith.
|