Tremont LLC ("Tremont"), The Combined Master Retirement Trust (the "CMRT"),
Xxxxxx X. Xxxxxxx' spouse and Valhi, Inc. ("Valhi") are the holders of
approximately 39.7%, 9.0%, 6.3% and 1.2% of the outstanding common stock of
the issuer. The ownership of Xx. Xxxxxxx' spouse is based on the 1,600,000
6 5/8% Convertible Preferred Securities, Beneficial Unsecured Convertible
Securities of TIMET Capital Trust 1 (the "BUCS") that she directly owns, which
are convertible into 214,240 shares of the issuer's common stock. The
ownership of Valhi includes 1,968 shares of the issuer's common stock that
Valhi has the right to acquire upon conversion of 14,700 BUCs that Valhi
directly holds. The percentage ownership of the issuer's common stock held by
Xx. Xxxxxxx' spouse and Valhi assumes the full conversion of only the BUCS
owned by Xx. Xxxxxxx' spouse 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 Xxxxxx Xxxxxxx 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%, 3.1%, 0.9%, 0.4% and
0.1%, respectively, of the common stock of Valhi. National, NOA, Inc. ("NOA")
and Xxxxx Holding Company ("Xxxxx 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. Xxxxx Xxxx Agricultural Corporation, Inc. ("Xxxxx Xxxx")
is the direct holder of 100% of the outstanding common stock of Xxxxx Holding.
Contran is the holder of 100% of the outstanding common stock of Xxxxx Xxxx
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 Xxxxxx X.
Xxxxxxx (the "Trusts"), of which Xx. Xxxxxxx is the sole trustee. As sole
trustee of each of the Trusts, Xx. Xxxxxxx has the power to vote and direct
the disposition of the shares of Contran stock held by each of the Trusts.
Xx. Xxxxxxx, however, disclaims beneficial ownership of any shares of Contran
stock that the Trusts hold.
The CMRT directly holds approximately 9.0% of the outstanding shares 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. Xx. Xxxxxxx is the sole
trustee of the CMRT and a member of the trust investment committee for the
CMRT. Xx. Xxxxxxx 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. Xxxxxx X. Xxxxxxx 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 Xxxxxx X. Xxxxxxx. 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 and Tremont are the direct holders of 62.5% and 21.2% 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 report such shares are not deemed outstanding.
Xx. Xxxxxx X. Xxxxxxx is chairman of the board of Tremont, Valhi, VGI,
National, XXX, Xxxxx Holding, Xxxxx Xxxx, Southwest and Contran.
By virtue of the holding of the offices, the stock ownership and his services
as trustee, all as described above, (a) Xx. Xxxxxxx may be deemed to control
the entities described above and (b) Xx. Xxxxxxx 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,
Xx. Xxxxxxx disclaims beneficial ownership of the shares of the issuer's
securities beneficially owned, directly or indirectly, by any of such
entities.
Xxxxxx X. Xxxxxxx' spouse is the direct owner of 1,600,000 shares of the BUCS
(which are convertible in the aggregate into 214,240 shares of the issuer's
common stock) and 69,475 shares of NL common stock. Xx. Xxxxxxx may be deemed
to share indirect beneficial ownership of such shares. Xx. Xxxxxxx disclaims
all such beneficial ownership.
A trust, of which Xxxxxx X. Xxxxxxx and his spouse are trustees and the
beneficiaries are the grandchildren of his spouse, is the direct holder of
4,760 shares of the issuer's common stock. Xx. Xxxxxxx, as co-trustee of this
trust, has the power to vote and direct the disposition of the shares of the
issuer's common stock the trust holds. Xx. Xxxxxxx disclaims beneficial
ownership of any shares of the issuer's common stock that this trust holds.
