-----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, FvK69vVVLVB8cu+5INsau9v19jzCrbnt3v/Al2+hrE/HH87O7rjjUPRzwZUe8wwC WMcrdpz5ml0krFxZtT3PXQ== 0001049606-10-000028.txt : 20100923 0001049606-10-000028.hdr.sgml : 20100923 20100923181201 ACCESSION NUMBER: 0001049606-10-000028 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100923 FILED AS OF DATE: 20100923 DATE AS OF CHANGE: 20100923 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: 001-13905 FILM NUMBER: 101087486 MAIL ADDRESS: STREET 1: THREE LINCOLN CENTRE STREET 2: 5430 LBJ FREEWAY STE 1700 CITY: DALLAS STATE: TX ZIP: 75240-2697 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COMPX INTERNATIONAL INC CENTRAL INDEX KEY: 0001049606 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 570981653 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240-2697 BUSINESS PHONE: 9724481400 MAIL ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240-2697 4 1 edgar.xml PRIMARY DOCUMENT X0303 4 2010-09-23 0001049606 COMPX INTERNATIONAL INC CIX 0001037854 SIMMONS HAROLD C 5430 LBJ FREEWAY, SUITE 1700 DALLAS TX 75240 0 0 1 0 Class A Common Stock $0.01 par value 2010-09-23 4 P 0 136 13.50 A 341312 D Class A Common Stock $0.01 par value 2010-09-23 4 P 0 300 13.61 A 341612 D Class A Common Stock $0.01 par value 2010-09-23 4 P 0 100 13.68 A 341712 D Class A Common Stock $0.01 par value 2010-09-23 4 P 0 100 13.72 A 341812 D Class A Common Stock $0.01 par value 2010-09-23 4 P 0 500 13.7499 A 342312 D Class A Common Stock $0.01 par value 26400 I by Spouse Class A Common Stock $0.01 par value 755104 I by NL Directly held by the reporting person's wife. The reporting person disclaims beneficial ownership of any shares of the issuer's common stock that his wife holds. Directly held by NL Industries, Inc. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship to the reporting person. Exhibit Index Exhibit 99 - Additional Information A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons 2010-09-23 EX-99 2 f4cix100923hcs.htm ADDITIONAL INFORMATION
f4cix100923hcs.txt





Exhibit 99 - Additional Information



     NL Industries, Inc. ("NL"), Harold C. Simmons and his wife, Annette C.

Simmons, are the direct holders of 31.8%, 14.4% and 1.1%, respectively, of the

outstanding shares of class A common stock, par value $0.01 per share (the

"Class A Common Stock"), of the issuer.



     NL directly holds 100%, or 10,000,000 shares, of the issuer's Class B

Common Stock, par value $0.01 per share (the "Class B Common Stock," and

collectively with the Class A Common Stock, the "Common Stock").  The

description of the relative rights of the Common Stock contained in the issuer's

restated certificate of incorporation is hereby incorporated herein by reference

to Exhibit 3.1 of the issuers Registration Statement on Form S-1 (File No. 333-

42643).  As a result of its ownership of its shares of Class A Common Stock and all of the Class B Common Stock, NL currently holds approximately 86.9% of the

combined voting power (98.4% for the election of directors) of all classes of

voting stock of the issuer.



     Valhi, Inc. ("Valhi") and TIMET Finance Management Company ("TFMC") are the

direct holders of 83.0% and 0.5%, respectively, of the outstanding common stock

of NL.  Valhi Holding Company ("VHC"), TFMC, the Harold Simmons Foundation, Inc.

(the "Foundation"), the Contran Amended and Restated Deferred Compensation Trust

(the "CDCT"), Harold C. Simmons, Annette C. Simmons, The Combined Master

Retirement Trust (the "CMRT") and Contran Corporation ("Contran") are the direct

holders of 92.3%, 1.3%, 0.9%, 0.3%, 0.3%, 0.2%, 0.1% and less than 0.1%,

respectively, of the common stock of Valhi.  Dixie Rice Agricultural

Corporation, Inc. ("Dixie Rice") is the direct holder of 100% of the outstanding

common stock of VHC.  Contran is the holder of 100% of the outstanding common

stock of Dixie Rice.



     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 the Trusts, Mr. Simmons has the power to vote and direct the

disposition of the shares of Contran stock held by the Trusts.  Mr. Simmons,

however, disclaims beneficial ownership of any shares of Contran stock that the

Trusts hold.



     The Foundation directly holds approximately 0.9% of the outstanding shares

of 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 directly holds approximately 0.3% of the outstanding shares of

Valhi common stock.  U.S. Bank National Association serves as the trustee of the

CDCT.  Contran established the CDCT as an irrevocable "rabbi trust" to assist

Contran in meeting certain deferred compensation obligations that it owes to

Harold C. Simmons.  If the CDCT 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, Contran (i) retains the power

to vote the shares of Valhi's common stock held directly by the CDCT, (ii)

retains dispositive power over such shares and (iii) may be deemed the indirect

beneficial owner of such shares.



     The CMRT directly holds approximately 0.1% of the outstanding shares of

Valhi common stock.  Contran sponsors the CMRT, which permits the collective

investment by master trusts that maintain the assets of certain employee benefit

plans Contran 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.



     NL and a subsidiary of NL directly own 3,604,790 shares and 1,186,200

shares, respectively, of Valhi common stock.  As already discussed, Valhi is the

direct holder of approximately 83.0% of the outstanding common stock of NL.

Pursuant to Delaware law, Valhi treats the shares of Valhi common stock that 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 chairman of the board of Valhi, VHC, Dixie Rice

and Contran and chairman of the board and chief executive officer of NL.



     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 the shares of

Class A or Class B Common Stock that are directly held by NL.  However, Mr.

Simmons disclaims such beneficial ownership of the shares of Class A or Class B

Common Stock beneficially owned directly by NL.



     Annette C. Simmons is the direct owner of 26,400 shares of Class A Common

Stock, 292,225 shares of NL common stock and 203,065 shares of Valhi common

stock.  Mr. Simmons may be deemed to share indirect beneficial ownership of such

securities.  Mr. Simmons disclaims beneficial ownership of all securities that

his wife holds directly.



     Mr. Harold C. Simmons is the direct owner of 342,312 shares of Class A

Common Stock, 1,000,200 shares of NL common stock and 343,183 shares of Valhi

common stock.



     The Annette Simmons Grandchildren's Trust (the "Grandchildren's Trust"), of

which Harold C. Simmons and his wife are trustees and the beneficiaries are

the grandchildren of his wife, is the direct holder of 31,800 shares of the

common stock of Valhi.  Mr. Simmons, as co-trustee of this trust, has the power

to vote and direct the disposition of the shares of Valhi common stock the trust

holds.  Mr. Simmons disclaims beneficial ownership of any shares that this trust

holds.



     TFMC is the direct holder of 0.5% of the outstanding common stock of NL and

1.3% of the outstanding common stock of Valhi.  Titanium Metals Corporation

("TIMET") is the direct holder of 100% of the outstanding common stock of TFMC.

VHC, Annette C. Simmons, the CMRT, Harold C. Simmons, NL, Valhi, Contran and the

Foundation are the holders of approximately 24.9%, 11.3%, 8.6%, 4.1%, 0.8%,

0.5%, 0.4%, and less than 0.1%, respectively, of the outstanding shares of

common stock of TIMET. NL's percentage ownership of TIMET common stock includes

0.3% directly held by a subsidiary of NL.





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