(FORTUNE Magazine) – MONEY ISN'T everything. Harold Clark Simmons, 57, can't get himself admitted to the Dallas Country Club even though Texas is down to just about its last billionaire, and Simmons is a certifiable member of that club. Over nearly three decades the former junior loan officer at a Dallas bank turned a $5,000 investment into a global empire of chemical, timber, and sugar, worth around $1.5 billion. Simmons thinks there is more where that came from. ''I expect to be worth $5 billion to $10 billion before I die,'' he says matter-of-factly. His accomplishments are even more impressive if you consider that he made his money while Texas slid into a fiscal abyss. ''I just did a majority of my business out of state,'' says Simmons in his staccato twang. While waiting for a berth at the country club, as he has been for six years, the gangly 6- footer, a former basketball sub at the University of Texas, spends his money freely on homes: He owns two in the Dallas area, a duplex in Aspen, and a 24-acre villa in Santa Barbara. He doesn't care much about other accouterments of the Robin Leach set. His haunting green eyes, blow-dried hair, and rugged appearance make him look more like a country singer than a mogul. His idea of a good time is riding a dirt bike or tooling around in his year-old, blue Jaguar whistling ''Zip-a-Dee-Doo-Dah.'' His third wife, Annette, buys his clothes from Woolf Brothers, a Dallas department store. Given to bromides (''Money is just for keeping score''), he is not a great interview. In one flash of sly wit, he signed a letter to FORTUNE: ''Harold C. Simmons, M.A. Economics, Phi Beta Kappa, Billionaire.'' HOW COULD a poor boy raised in a house with no running water grow up to become a billionaire? ''I only know how to do one thing well,'' he says, ''and that's read a financial statement.'' Along with this valuable talent -- possessed also by characters like Henry Kravis and Warren Buffett -- he can size up a property with country-boy acumen. ''A few years back we bought 20% of PSA, the California airline,'' says Michael Snetzer, president of Valhi, the holding company that Simmons controls through privately owned Contran (see chart). ''Their board wanted to trade us three 727s and the ocean liner Queen Mary for the stock. Harold went down to see the boat ((now a floating hotel in Long Beach)). He came back and laughed harder than I've ever seen him. He couldn't believe they thought he would be naive enough to take that beat-up old ship.'' Simmons later pried loose four 727s, worth $30.6 million, which he leased back to PSA. He works like a lone wolf hunting prey. He has no brush beaters or legions of analysts scratching around for deals. ''I have a lot of confidence in my ^ own judgment,'' he says. After whiling away a few hours each morning with Annette at home, he toils at a modest-size desk in his Dallas office -- but knocks off by about 3:30. ''Can't let my job get in the way of my tennis game,'' he jokes. Simmons and his two brothers were raised by their schoolteacher parents in Golden, about 80 miles east of Dallas. ''When I was growing up, I didn't really know we were poor,'' he says. ''My parents always stressed learning, achieving, and being the best you could be. I've always tried to do that.'' His older brother Glenn, 61, who runs some of the operations at Valhi, says Harold was one of those straight-A students who hardly ever cracked a book. ''He can look at a page of figures and recall it a year later,'' says Glenn. ''I believe he's got a photographic memory.'' At the University of Texas, Harold warmed the bench of the Southwest Athletic Conference champion basketball team and picked up most of the credentials for his business card: a B.A. and an M.A. in economics and a Phi Beta Kappa key. AFTER graduation, he put on pin stripes and did stints with the FDIC and then with Republic National Bank, now NCNB Texas National Bank. ''I learned a lot at the bank,'' he says, ''but my boss and I disagreed on who was smarter, so I left.'' According to Simmons, his wife was so distraught that he wanted to quit a steady bank job that she moved out, leaving Simmons with their two young daughters. In 1961 he put up $5,000 and a $95,000 note to buy the University Pharmacy across the street from Southern Methodist University, a move that founded his fortune. Friends remember him flipping burgers at the pharmacy lunch counter while reading about James Ling, creator of the once mighty LTV, now in Chapter 11. Emulating Ling's acquisitive style, Simmons began buying more drugstores: seven in Waco in a 100% leveraged deal, a 30- store chain based in Houston, 11 more in East Texas. He sold out to Jack Eckerd Corp. for $50 million of stock in 1973. His first mistake was hanging on to his Eckerd shares. They plunged along with the stock market, and by the time he sold in 1975 were worth only $12 million. His second mistake was speculating incautiously in financial services. In 1974 he was indicted by James Thompson, then U.S. Attorney for the northern district of Illinois and now governor, for mail and securities fraud in connection with the bankruptcy of one of his insurance companies. ''What we did was beef up the capital base of the insurance company with shares of Texas Consumer Finance Corp., which we owned,'' says Simmons. ''When the finance company went bankrupt, the insurance company went down with it.'' After a six-week criminal trial, a judge found Simmons not guilty, and he settled the civil charges out of court for $500,000. ''That was the low point of my career,'' he recalls. ''I was nearly broke. Nobody wanted to have anything to do with me. The banks canceled my credit cards. And my second wife divorced me.'' Simmons went into therapy, which he found ''very educational, very interesting. I would recommend it to a lot of people.'' He took two more daughters under his wing and set out to find himself a home-run deal. He came up with Valhi, a $21-million-a-year agricultural company with large land holdings in California and Louisiana. ''I noticed the stock because it was trading at a very low price and I thought something funny was going on,'' says Simmons. ''Turns out management wanted to take the company private but hadn't told anybody.'' After a bitter bidding war and some skillful negotiating, Simmons won control of the company. ''I bought Valhi for about $8 million, and the assets turned out to be worth $100 million,'' Simmons says. WITHIN a few years, he had a flourishing miniconglomerate. Still, he wasn't above bending the rules. In 1983 he used some $15 million of pension fund money from Keystone Consolidated, a Dallas steel, wire, and hardware company he owned, in his takeover of Amalgamated Sugar. ''The pension was underfunded, and I knew I was smart enough to catch it up,'' Simmons says. ''The Amalgamated Sugar situation came along, and I said, 'This is the best deal I have ever seen.' '' The Utah refiner and marketer was sitting on a sweet pile of undervalued assets, including $100 million in cash. Judge Michael Mihm, who heard the case against Simmons, called him ''a brilliant man'' who thinks ''that what is good for him is good for everyone else.'' But the judge told Simmons that he had violated pension fund regulations, and a court-appointed trustee ordered the fund to sell its Amalgamated shares -- which was too bad for the pension fund. Simmons ended up buying Amalgamated himself, paying $35 million for a company worth $330 million today. Says he: ''Part of the reason I'm a billionaire is because I bought that damn stock back.'' Another part of the reason is that his methodical analysis of financial statements kept him away from the disastrous Texas combination of oil, real ) estate, and banking. ''I wouldn't get into banking because it's too regulated,'' says Simmons. ''I learned all about working with the government when I was in insurance. Real estate is too highly leveraged. A guy shows you a deal and points to a little bitty figure at the bottom, but you never even get that. Oil is the same way. A guy says, 'You put up one-third of the money and get one-fourth of the deal.' That's for suckers. These deals are overpromoted and overleveraged.'' Inevitably Simmons found his way to the raider's best friend, Drexel Burnham Lambert. ''At first we questioned him about his run-ins with the regulators,'' says Arthur Bilger, a Drexel managing director who works closely with Simmons. ''After working with him on a few deals, I can tell you that no one is a straighter shooter than Harold Simmons.'' To test his aim, Drexel gave him what is called a ''blind pool,'' in this case $90 million to play with as he pleased. He used it to buy Medford, a solid little forest products company he still owns today. SIMMONS HAS also done business with Drexel's Michael Milken, the junk bond king who is expected to be indicted soon for violating securities laws. The two used to play tennis in Santa Barbara with Boyd Jefferies, Simmons's former stockbroker, who in 1987 pleaded guilty to two felony counts for parking stock. But there hasn't been much volleying lately. ''Boyd is a supernice guy,'' says Simmons. ''I can't believe he pleaded guilty to those charges. He'll be back in a few years. The last time I saw Mike was at Kenny Rogers's birthday party in Los Angeles last summer. He's innocent. I hope he doesn't settle.'' None of Simmons's own deals with Drexel have been mentioned in government investigations. With Drexel's money behind him, Simmons decided in 1986 that he was ready for his first foray as a big-league raider. His target: NL Industries, a $2- billion-a-year company with a floundering oil services division but a profitable titanium dioxide business. ''Harold was attracted to NL because it had a clearly defined division that could be sold for more than the value of the entire company,'' says Russell Cleveland, an analyst with Renaissance Capital Group in Dallas. Simmons became more interested when NL reneged on an offer to buy back its own stock, even though some 70% of its shareholders tendered. He began to purchase stock in June and soon offered to buy the whole company for $15 a share, or about $900 million. To block Simmons, NL devised a poison | pill defense, which would dilute stockholders' equity if a raider attacked. The company also agreed to spin off its prized chemical division, but only if present management stayed on; holders of a special class of preferred stock were to receive the profits of the chemical division. The preferred traded at $12 and had no voting rights. The common, meanwhile, plummeted to $3, drastically reducing the cost of acquiring the company. Simmons studied the situation for 30 minutes and began buying. He intentionally triggered the poison pill, figuring the device was illegal. On August 8 a federal judge agreed, and that day Simmons bought a majority of the common at $4.50 a share, for a total price of $257 million. But to get at the profits of the chemical division, he had to buy the preferred. Simmons proposed several complicated exchanges, but two directors from the old regime balked. ''They refused to make a decision,'' says Simmons, ''so we had to get those guys down and just hogtie them and beat them on the head. It got down to some pretty dirty name-calling, but we got them to agree.'' Between October 1987 and June 1988, Simmons bought most of the preferred for $438 million and then moved to split up the company; the oilfield services operation became a company called Baroid, and NL became solely a chemical company. The only blemish on the NL deal is that the Securities and Exchange Commission is investigating possible insider-trading violations. NL and Baroid are now pieces of Valhi, along with five other companies, including publicly held Sybra, a large franchisee of Arby's fast-food restaurants (Sybra is Arby's spelled backward). The byzantine corporate structure adopted by Simmons is part happenstance, part grand design. He recently reassembled things so that he owns 100 million shares of Valhi. ''He did that so it would be easy for him to see how much he's worth,'' says Cleveland. Glancing at his Quotron, Simmons notices that Valhi has slipped one-quarter of a point. ''That means I just lost $25 million,'' he deadpans. With Valhi shares fetching $13.75 recently, Simmons's stake is worth exactly $1.375 billion. NOW THAT he's a billionaire, Simmons has begun to loosen up a bit. ''Life has been good to me, and I want to be good to life,'' he says. An arthritis sufferer who walks stiffly, he recently gave $41 million to the University of Texas Southwestern Medical Center for cancer and arthritis research. Although he is shy in large social gatherings, Simmons is trying to do better. In one of the wilder examples of life mocking art, he has been cast as Jay Gatsby in a Dallas charity ball this spring. ''It's quite an honor,'' says Annette. Says Harold: ''It's funny how the richer you get, the more popular you become.'' Simmons already has narrowed the list of companies he is stalking for his next deal. All are in cyclical businesses like chemicals, mining, or metals, where Simmons sees the greatest values. Possible targets: Amax, Asarco, Inland Steel, Phelps Dodge, Vista Chemical, and Aristech Chemical (he says his recent purchase of 0.3% of Lockheed is only an investment). ''My next deal will be big because it's no more trouble than a small one,'' he says. ''I could even go after a $10 billion company, but I'll only go for one in the $2 billion or $3 billion range.'' Some Wall Street observers speculate that after Simmons completes his next acquisition, he'll call it quits and start having fun. Don't count on it. Most folks who go around whistling ''Zip-a-Dee-Doo-Dah'' already are having a wonderful day.

CHART: NOT AVAILABLE CREDIT: NO CREDIT CAPTION: CHARTING THE BUCKS Simmons owns all of Contran, which controls Valhi and Keystone Consolidated, both publicly traded companies.

CHART: NOT AVAILABLE CREDIT: NO CREDIT CAPTION: A RAIDER'S BIG HITS Simmons liked the look of these companies but never gained control of them. Still, he made his investments pay off by jumping in and out of the stocks.