SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
(Amendment No. 11)*
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)
May 17, 2002
(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 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)
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 12,280,005
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,280,005
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,280,005
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.5%
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)
Tremont 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
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 12,280,005
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,280,005
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,280,005
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.5%
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)
Tremont Holdings, 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)
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 12,280,005
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,280,005
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,280,005
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.5%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
CUSIP No. 888339 10 8
1 NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH
PERSONS (ENTITIES ONLY)
NL Industries, 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
New Jersey
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 12,280,005
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,280,005
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,280,005
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.5%
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 12,280,005
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,280,005
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,280,005
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.5%
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 12,280,005
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,280,005
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,280,005
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.5%
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 12,280,005
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,280,005
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,280,005
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.5%
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 12,280,005
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,280,005
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,280,005
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.5%
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 12,280,005
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,280,005
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,280,005
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.5%
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 12,280,005
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,280,005
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,280,005
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.5%
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 12,280,005
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,280,005
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,280,005
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.5%
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 12,280,005
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,280,005
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,280,005
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.5%
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 12,280,005
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
12,280,005
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,280,005
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.5%
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 13,574,905
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
13,574,905
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,574,905
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.6%
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 13,574,905
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
13,574,905
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. 11
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 and 6 of this Statement are hereby amended as set forth below.
Item 2. Identity and Background.
Item 2(a) is amended as follows:
(a) This Statement is filed (i) by Tremont Corporation ("Tremont") and
The Combined Master Retirement Trust (the "CMRT") as the direct holders of
Shares, (ii) by virtue of the direct and indirect ownership of securities of
Tremont (as described below in this Statement), by Tremont Group, Inc. ("TGI"),
Tremont Holdings, LLC ("TRE Holdings"), NL Industries, Inc. ("NL"), Valhi, Inc.
("Valhi"), 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") and (iii) by virtue of his positions with
Contran and certain of the other entities (as described in 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.
Tremont and the CMRT are the direct holders of approximately 38.5% and
4.1%, respectively, of the 31,866,338 Shares outstanding as of May 10, 2002
based on the Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 2002 (the "Outstanding Shares"). Tremont may be deemed to control the
Company.
TGI, TRE Holdings and Valhi are the direct holders of approximately
80.0%, 0.1% and 0.1%, respectively, of the outstanding shares of Tremont common
stock and together may be deemed to control Tremont. Valhi and TRE Holdings are
the direct holders of 80.0% and 20.0%, respectively of the outstanding common
stock of TGI and together may be deemed to control TGI. NL is the sole member of
TRE Holdings and may be deemed to control TRE Holdings. Valhi and Tremont are
the direct holders of approximately 61.7% and 20.9%, respectively, of the
outstanding common stock of NL and together may be deemed to control NL. VGI,
National, Contran, the Foundation, the Contran Deferred Compensation Trust No. 2
(the "CDCT No. 2") and the CMRT are the direct holders of 81.7%, 9.5%, 2.1%,
0.5%, 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 4.1% 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 0.5% 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 and chief
executive officer 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") and a subsidiary of NL directly
own 1,000,000 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. Pursuant to Delaware law, Valhi treats the
shares of Valhi common stock that Valmont 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 and chief executive
officer of TGI, Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest
and Contran. Mr. Simmons is also chairman of the board of NL and a director of
Tremont.
By virtue of the holding of the offices, the stock ownership and his
service as trustee, all as described above, (a) Mr. Simmons may be deemed to
control 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. However, Mr. Simmons disclaims
beneficial ownership of the Shares beneficially owned, directly or indirectly,
by any of such entities.
Harold C. Simmons' spouse is the direct owner of 69,475 shares of NL
common stock and 77,000 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.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended as follows:
The total amount of funds the CMRT used to acquire the Shares purchased
by it as reported in Item 5(c) was $1,239,615.13 (including commissions). Such
funds were provided by the CMRT's cash on hand.
The Reporting Persons understand that the funds required by each person
named in Schedule B to this Statement to acquire Shares were from such person's
personal funds or funds loaned to Mr. Robert E. Musgraves by the Company under
the Company's executive stock ownership loan program, the terms of which are set
forth in the form of loan and pledge agreement included as Exhibit 1 previously
filed with this Statement (which exhibit incorporates by reference Exhibit 10.18
to the Company's Annual Report on Form 10-K for the year ended December 31,
2000). Repayment of this loan is secured by the stock purchased with the loan
proceeds.
Item 4. Purpose of Transaction
Item 4 is amended as follows:
No change except for the addition of the following:
The CMRT purchased Shares 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 Shares in the market, availability of funds, alternative uses
of funds, and money, stock market and general economic conditions), any of the
Reporting Persons 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.
As described under Item 2 of this Statement, Harold C. Simmons may be
deemed to control 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, the Reporting Persons' tax planning objectives and money, stock market
and general economic conditions), any of the Reporting Persons 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.
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 Shares by each
of the persons named in Schedule B to this Statement and Mr. Simmons' spouse
were made for the purpose of such person's personal investment.
Certain of the persons named in Schedule B to this Statement, namely J.
Landis Martin, Robert E. Musgraves, Glenn R. Simmons, Thomas P. Stafford, Mark
A. Wallace and Steven L. Watson, are directors or officers of the Company and
may acquire Shares from time to time pursuant to benefit plans that the Company
sponsors or other compensation arrangements with the Company.
Except as described in this Item 4, none of the Reporting Persons nor,
to the best knowledge of such persons, any other person named in Schedule B to
the this Statement has formulated any plans or proposals that relate to or would
result in any matter required to be disclosed in response to paragraphs (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended as follows:
No change except for the addition of the following:
(a) Tremont and the CMRT are the direct beneficial owners of 12,280,005
and 1,294,900 Shares, respectively.
By virtue of the relationships described under Item 2 of this
Statement:
(1) Tremont, TGI, TRE Holdings, NL, Valhi, VGI, National, NOA,
Dixie Holding, Dixie Rice, Southwest, Contran and the Foundation may
each be deemed to be the beneficial owner of the 12,280,005 Shares
(approximately 38.5% of the Outstanding Shares) that Tremont holds
directly; and
(2) The CMRT and Harold C. Simmons may each be deemed to be
the beneficial owner of the 13,574,905 Shares (approximately 42.6% of
the Outstanding Shares) that Tremont and the CMRT hold directly.
Mr. Simmons disclaims beneficial ownership of all Shares.
(b) By virtue of the relationships described in Item 2:
(1) Tremont, TGI, TRE Holdings, NL, Valhi, VGI, National, NOA,
Dixie Holding, Dixie Rice, Southwest, Contran and the Foundation may
each be deemed to share the power to vote and direct the disposition of
the 12,280,005 Shares (approximately 38.5% of the Outstanding Shares)
that Tremont holds directly; and
(2) The CMRT and Harold C. Simmons may each be deemed to share
the power to vote and direct the disposition of the 13,574,905 Shares
(approximately 42.6% of the Outstanding Shares) that Tremont and the
CMRT hold directly.
(c) The table below sets forth purchases of the Shares by the Reporting
Persons since March 29, 2002. All of such purchases were effected by the CMRT on
the New York Stock Exchange.
Approximate Price
Per Share
Date Amount of Shares (exclusive of commissions)
--------- ----------------- ------------------
04/30/02 15,000 $3.7000
04/30/02 10,000 $3.7100
04/30/02 10,000 $3.7500
05/01/02 10,000 $3.8100
05/10/02 2,200 $3.8000
05/10/02 10,000 $3.8100
05/13/02 100 $3.8500
05/13/02 4,900 $3.9000
05/14/02 12,100 $4.0000
05/14/02 85,300 $3.9397
05/15/02 300 $3.9500
05/15/02 5,000 $3.9700
05/15/02 9,900 $4.0000
05/16/02 5,000 $4.0000
05/17/02 57,600 $3.9650
05/17/02 5,000 $3.9500
05/17/02 5,000 $4.0000
05/20/02 5,000 $3.9000
05/21/02 4,200 $3.9000
05/22/02 40,300 $3.7724
05/22/02 2,000 $3.7500
05/22/02 700 $3.7600
05/22/02 7,400 $3.7700
05/22/02 1,200 $3.7700
05/23/02 100 $3.7600
05/23/02 800 $3.7900
05/24/02 5,800 $3.9000
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.
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: May 28, 2002
/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: May 28, 2002
/s/ J. Landis Martin
----------------------
J. Landis Martin
Signing in the
capacity 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: May 28, 2002
/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.
J. LANDIS MARTIN, as president and chief executive officer of TREMONT
CORPORATION and NL INDUSTRIES, INC. and president of TREMONT
HOLDINGS, LLC.
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 GROUP, INC.
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"), NL Industries,
Inc. ("NL"), NOA, Inc. ("NOA"), Southwest Louisiana Land Company, Inc.
("Southwest"), Tremont Corporation ("Tremont"), Tremont Group, Inc. ("TGI"),
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, TGI, VGI and Valhi; 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.
David B. Garten (3) Vice president, general counsel and secretary of NL; and
vice president and secretary of Tremont Holdings, LLC
("TRE Holdings").
Edward J. Hardin (4) Partner of the law firm of Rogers & Hardin LLP; and a
director of Valhi.
Robert D. Hardy (3) Vice president, chief financial officer, controller and
treasurer of NL and vice president and controller of TRE
Holdings.
J. Mark Hollingsworth Vice president and general counsel of Contran, Dixie
Holding, Dixie Rice, National, NOA, Southwest, TGI, VGI
and Valhi; general counsel of the Foundation, CompX
International Inc., a manufacturer of ergonomic computer
support systems, precision ball bearing slides and
security products that is affiliated with Valhi ("CompX"),
and The Combined Master Retirement Trust, a trust Valhi
established to permit the collective investment by master
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"), a manufacturer
of steel rod, wire and wire products that is affiliated
with Contran.
Keith A. Johnson Controller of the Foundation.
William J. Lindquist Director and senior vice president of Contran, Dixie Holding,
National, NOA, TGI 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, TGI, VGI and Valhi.
Kelly D. Luttmer Tax director of Contran, CompX, Dixie Holding, Dixie Rice,
National, NOA, Southwest, TGI, VGI and Valhi.
Ann Manix (5) Managing partner of Drucker Research Corporation, a
privately held industrial research firm; and director of
NL.
J. Landis Martin (6) President, chief executive officer and a director of NL;
president of TRE Holdings; chairman of the board,
president and chief executive officer of Tremont and
Titanium Metals Corporation (the "Company").
Andrew McCollam, Jr. (7) President and a director of Southwest; director of Dixie
Rice; and a private investor.
W. Hayden McIlroy (8) Private investor primarily in real estate; and a director
of Tremont, Med Images, a medical information company, and
Cadco Systems, Inc., a manufacturer of emergency alert
systems.
Harold M. Mire (9) Vice president of Dixie Rice and Southwest.
Robert E. Musgraves (6) Executive vice president and general counsel of the
Company; and vice president, general counsel and secretary
of Tremont.
Bobby D. O'Brien Vice president and treasurer of Contran, Dixie Holding, Dixie
Rice, National, NOA, TGI, VGI and Valhi; and vice president of
Southwest.
George E. Poston (10) President of Poston Real Estate Co., a privately held
commercial real estate investment company, and Poston
Capital Co., a privately held investment company; and
director of NL.
Glenn R. Simmons Vice chairman of the board of Contran, Dixie Holding, National,
NOA, TGI, VGI and Valhi; chairman of the board of CompX and
Keystone; director and executive vice president of Southwest
and Dixie Rice; and a director of NL, Tremont and the Company.
Harold C. Simmons Chairman of the board and chief executive officer of
Contran, Dixie Holding, Dixie Rice, the Foundation,
National, NOA, Southwest, TGI, VGI and Valhi; chairman of
the board of NL; director of Tremont; and trustee and member
of the trust investment committee of the CMRT.
Richard A. Smith (9) Vice president of Dixie Rice.
Thomas P. Stafford (11) Co-founder of Stafford, Burke and Hecker, Inc., a
consulting company; director of NL, Tremont and the
Company; and a director of CMI Corporation and The
Wackenhut Corp.
Gregory M. Swalwell Vice president and controller of Contran, Dixie Holding,
National, NOA, TGI, VGI and Valhi; and vice president of
Dixie Rice and Southwest.
J. Walter Tucker, Jr. (12) 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.
Mark A. Wallace (6) Executive vice president, chief financial officer and
treasurer of the Company; and vice president, chief
financial officer and treasurer of Tremont.
Steven L. Watson Director and president of Contran, Dixie Holding,
National, NOA, TGI, VGI and Valhi; director and executive
vice president of Dixie Rice and Southwest; director,
vice president and secretary of the Foundation; and a
director of Tremont, NL and the Company.
Lawrence A. Wigdor (3) Executive vice president of NL.
Terry N. Worrell (13) Associated with Worrell Investments, Inc., a real estate
investment company; and a director of Tremont, and Regency
Centers, a publicly traded developer/operator of shopping
centers.
----------
(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 8181 Southwest 117th
Street, Pinecrest, Florida 33156.
(3) The principal business address for Messrs. Garten, Hardy and Wigdor is
Two Greenspoint Plaza, 16825 Northchase Drive, Suite 1200, Houston,
Texas 77060.
(4) The principal business address for Mr. Hardin is 229 Peachtree Street,
N.E., Suite 2700, Atlanta, Georgia 30303.
(5) The principal business address for Ms. Manix is 6905 Telegraph Road,
Suite 300, Bloomfield Hills, Michigan 48301.
(6) The principal business address for Messrs. Martin, Musgraves and
Wallace is 1999 Broadway, Suite 4300, Denver, Colorado 80202.
(7) The principal business address for Mr. McCollam is 402 Canal Street,
Houma, Louisiana 70360.
(8) The principal business address for Mr. McIlroy is 6116 N. Central
Expressway, Dallas, Texas 75206.
(9) The principal business address for Messrs. Mire and Smith is 600
Pasquiere Street, Gueydan, Louisiana 70542-0010.
(10) The principal business address for Mr. Poston is 3407 North Hall
Street, Dallas, Texas 75219.
(11) The principal business address for Gen. Stafford is 1006 Cameron
Street, Alexandria, Virginia 22314.
(12) The principal business address for Mr. Tucker is 400 E. Central
Boulevard, Orlando, Florida 32801.
(13) The principal business address for Mr. Worrell is 6909 Vassar, Dallas,
Texas 75205.
SCHEDULE C
Schedule C is hereby amended and restated as follows:
Based upon ownership filings with the 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, 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-
David B. Garten -0- -0- -0-
Edward J. Hardin -0- -0- -0-
Robert D. Hardy -0- -0- -0-
J. Mark Hollingsworth -0- -0- -0-
Keith A. Johnson 1,500 -0- 1,500
William J. Lindquist -0- -0- -0-
A. Andrew R. Louis -0- -0- -0-
Kelly D. Luttmer 100 -0- 100
Ann Manix -0- -0- -0-
J. Landis Martin (2) 81,417 340,600 422,017
Andrew McCollam, Jr. -0- -0- -0-
W. Hayden McIlroy -0- -0- -0-
Harold M. Mire -0- -0- -0-
Robert E. Musgraves (3) 50,350 52,800 103,150
Bobby D. O'Brien -0- -0- -0-
George E. Poston -0- -0- -0-
Glenn R. Simmons 8,000 5,000 13,000
Harold C. Simmons (4) -0- -0- -0-
Richard A. Smith -0- -0- -0-
Thomas P. Stafford 4,600 6,500 11,100
Gregory M. Swalwell -0- -0- -0-
J. Walter Tucker, Jr. -0- -0- -0-
Mark A. Wallace (5) 38,500 48,000 86,500
Steven L. Watson 10,500 10,000 20,500
Lawrence A. Wigdor -0- -0- -0-
Terry N. Worrell -0- -0- -0-
----------
(1) Represents Shares issuable pursuant to the exercise of stock options
within 60 days of the date of this Statement.
(2) Includes (i) 400 Shares Mr. Martin's daughters hold, beneficial
ownership of which Mr. Martin disclaims, and (ii) 4,017 Shares issuable
to Mr. Martin or parties or entities related to him upon conversion of
3,000 of the 6 5/8% Convertible Preferred Securities, Beneficial
Unsecured Convertible Securities of TIMET Capital Trust 1.
(3) Includes (i) 200 Shares owned by the other members of Mr. Musgraves'
household, beneficial ownership of which Mr. Musgraves disclaims and
(ii) 24,000 Shares that represent restricted shares with respect to
which Mr. Musgraves has the power to vote and right to receive
dividends.
(4) 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.
(5) Includes 24,000 Shares that represent restricted shares with respect to
which Mr. Wallace has the power to vote and right to receive dividends.