0001257640-15-000001.txt : 20150330 0001257640-15-000001.hdr.sgml : 20150330 20150330173747 ACCESSION NUMBER: 0001257640-15-000001 CONFORMED SUBMISSION TYPE: 5 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140829 FILED AS OF DATE: 20150330 DATE AS OF CHANGE: 20150330 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KRONOS WORLDWIDE INC CENTRAL INDEX KEY: 0001257640 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 760294959 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9722331700 MAIL ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 FORMER COMPANY: FORMER CONFORMED NAME: KRONOS INC DATE OF NAME CHANGE: 20030730 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Simmons Annette C CENTRAL INDEX KEY: 0001302221 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31763 FILM NUMBER: 15735728 MAIL ADDRESS: STREET 1: 5430 LBJ FREEWAY, SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 5 1 edgar.xml PRIMARY DOCUMENT X0306 5 2014-08-29 0 0 0001257640 KRONOS WORLDWIDE INC KRO 0001302221 Simmons Annette C 5430 LBJ FREEWAY, SUITE 1700 DALLAS TX 75240 0 0 1 0 Common Stock, par value $0.01 per share 2014-08-29 5 J 0 201974 A 1571716 D Common Stock, par value $0.01 per share 57990042 I By Valhi Common Stock, par value $0.01 per share 35219270 I By NL Common Stock, par value $0.01 per share 137672 I By Contran On August 29, 2014, Annette C. Simmons, the independent executor of the estate of Harold C.Simmons and the sole beneficiary of Mr. Simmons's individual retirement account ("IRA") upon his death, transferred the 201,974 shares of the issuer's common stock held in his IRA to her IRA. As the independent executor of such estate and the sole beneficiary of such IRA, Ms. simmons had already beneficially owned such shares as of the date of such transfer. Consists of 581, 866 shares directly held by the estate of Harold C.Simmons of which Annette C.Simmons is the independent executor and designated legatee of these shares and 989,850 shares she holds directly (which includes 201,974 shares transferred from Mr. Simmons's IRA to her IRA on August 29, 2014). Directly held by Valhi, Inc. See the Additional Information filed as Exhibit 99.1 to this statement for a description of the relationship of additional persons who may be deemed to beneficially own these shares. Directly held by NL Industries, Inc. See the Additional Information filed as Exhibit 99.1 to this statement for a description of the relationship of additional persons who may be deemed to beneficially own these shares. Directly held by Contran Corporation. See the Additional Information filed as Exhibit 99.1 to this statement for a description of the relationship of additional persons who may be deemed to beneficially own these shares. Exhibit Index A. Andrew R. Louis, Attorney-in-fact, for Annette C. Simmons 2015-03-30 EX-99 2 f5kro150330ex991.htm EXHIBIT 99.1 ADDITIONAL INFORMATION 
Exhibit 99.1

Additional Information

As of December 31, 2014



      The following is a description of the relationships among

the Reporting Person and certain related entities or persons

that may be deemed to beneficially own shares ("Shares") of the

common stock of the issuer, Kronos Worldwide, Inc. ("Kronos

Worldwide").



      Lisa K. Simmons and Serena Simmons Connelly are daughters

of Harold C. Simmons.  Annette C. Simmons is the widow of Harold

C. Simmons and serves as independent executor of his estate, has

the power to vote and direct the disposition of the Shares held

by the estate and is the designated legatee of such Shares.



      Substantially all of the outstanding voting stock of

Contran Corporation ("Contran") is held by trusts established

for the benefit of Lisa K. Simmons and Serena Simmons Connelly,

daughters of Harold C. Simmons, and their children (the "Family

Trusts"), for which Ms. Lisa Simmons and Ms. Connelly are co-

trustees, or is held directly by Ms. Lisa Simmons and Ms.

Connelly or persons or entities related to them, including their

step-mother Annette C. Simmons, the widow of Harold C. Simmons.

Ms. Annette C. Simmons, Ms. Lisa Simmons and Ms. Connelly also

serve as members of the board of directors of Contran (the

"Contran Board").  Prior to his death on December 28, 2013, Mr.

Simmons served as sole trustee of the Family Trusts.  As co-

trustees of each of the Family Trusts, Ms. Lisa Simmons and Ms.

Connelly have the shared power to vote and direct the

disposition of the shares of Contran stock held by each of the

Family Trusts, and Ms. Lisa Simmons and Ms. Connelly each have

the power to vote and direct the disposition of shares of

Contran stock they hold directly or which is held by other

entities related to them.



      Under a voting agreement (the "Voting Agreement") entered

into effective February 3, 2014 by the voting stockholders of

Contran, and as amended, the size of the Contran Board was

initially fixed at five (5) members; Ms. Lisa Simmons, Ms.

Connelly and Ms. Annette Simmons (and, in the event of their

death, their heirs) each have the right to designate one of the

five members of the Contran Board; and the remaining two members

of the Contran Board must consist of Contran management.

The Voting Agreement terminates in February 2017 (unless Ms.

Lisa Simmons, Ms. Connelly and Ms. Annette Simmons otherwise mutually agree), and the ability of Ms. Lisa Simmons, Ms.

Connelly, and Ms. Annette Simmons to each designate one member

of the Contran Board is dependent upon each of their continued

beneficial ownership of at least 5% of the combined voting stock

of Contran.  In accordance with such Voting Agreement, each of

Ms. Lisa Simmons, Ms. Connelly and Ms. Annette Simmons have been

designated as members of the Contran Board as of February 3,

2014, along with two members of Contran management.



      Annette C. Simmons is the sole trustee of a trust of

which the beneficiaries are her grandchildren (the

"Grandchildren's Trust"), and she has the power to vote and

direct the disposition of the shares the trust holds.  She

disclaims beneficial ownership of any shares that this trust

holds.



      The Annette C. Simmons Survivor's Trust is a trust for

which Ms. Simmons is the sole trustee and the beneficiary (the

"Survivor's Trust").



      The Suvivor's Trust and another trust, for which Ms.

Annette Simmons is also the sole trustee, hold 100% of the

outstanding shares of non-voting preferred stock issued

by Valhi Holding Company ("VHC").



      Contran is the holder of 100% of the outstanding common

stock of Dixie Rice Agricultural Corporation, Inc. ("Dixie

Rice") and may be deemed to control Dixie Rice.  Dixie Rice is

the direct holder of 100% of the outstanding common stock of

VHC and may be deemed to control VHC.



      Lisa K. Simmons, Serena Simmons Connelly and Annette C.

Simmons are related to the following persons or entities that

directly hold the following percentages of the outstanding

Shares:



Valhi, Inc. ("Valhi").................................50.0%

NL Industries, Inc. ("NL")............................30.4%

Annette C. Simmons.....................................0.9%

Annette C. Simmons as the independent executor of the

  estate of Harold C. Simmons and the designated

  legatee of the estate's Shares.......................0.5%

Contran................................................0.1%



Together, Valhi, NL and Contran may be deemed to control

Kronos Worldwide.



      Lisa K. Simmons, Serena Simmons Connelly and Annette C.

Simmons are related to the following persons or entities that

directly hold the following percentages of the outstanding

shares of Valhi common stock:



VHC...................................................92.6%

Survivor's Trust.......................................1.0%

Annette C. Simmons.....................................0.6%

Annette C. Simmons as the independent executor

  of the estate of Harold C. Simmons and the

  designated legatee of the estate's shares............0.2%

The Grandchildren's Trust ...................Less than 0.1%

Serena Simmons Connelly......................Less than 0.1%



VHC may be deemed to control Valhi.  Contran may be deemed to

control VHC, by virtue of its ownership of Dixie Rice shares.



      Lisa K. Simmons, Serena Simmons Connelly and Annette C.

Simmons are related to the following persons or entities that

directly hold the following percentages of the outstanding

shares of NL Industries, Inc. ("NL") common stock:



Valhi.................................................83.0%

Annette C. Simmons.....................................2.0%

Annette C. Simmons as the independent executor

  of the estate of Harold C. Simmons and the

  designated legatee of the estate's shares............1.0%

Kronos Worldwide, Inc........................Less than 0.1%

Serena Simmons Connelly......................Less than 0.1%



Valhi may be deemed to control NL.



Lisa K. Simmons, Serena Simmons Connelly and Annette C. Simmons

are related to the following persons or entities that directly

hold the following percentages of the outstanding shares of

Kronos Worldwide common stock:



Valhi.................................................50.0%

NL....................................................30.4%

Annette C. Simmons.....................................0.7%

Annette C. Simmons as the independent executor of the

  estate of Harold C. Simmons and the designated

  legatee of the estate's shares.......................0.7%

Contran................................................0.1%



Together, Valhi, NL and Contran may be deemed to control

Kronos Worldwide.



      NL (including a wholly owned subsidiary of NL) and Kronos

Worldwide own 14,372,970 shares and 1,724,916 shares,

respectively, of Valhi common stock.  As already stated, Valhi

is the direct holder of approximately 83.0% of the outstanding

shares of NL common stock and 50.05% of the outstanding shares

of Kronos Worldwide common stock.  As a result of Valhi's direct

and indirect ownership of NL and Kronos Worldwide and pursuant

to Delaware law and Section 13(d)(4) of the Securities Exchange

Act of 1934, as amended, Valhi treats the shares of Valhi common

stock that NL and Kronos Worldwide own as treasury stock for

voting purposes.  For the purposes of this statement, such

shares of Valhi common stock that NL and Kronos Worldwide hold

are not deemed outstanding.



      By virtue of the stock ownership of each of Kronos

Worldwide, NL, Valhi, VHC, Dixie Rice and Contran, the role of

Ms. Lisa Simmons and Ms. Connelly as co-trustees of the Family

Trusts, Ms. Lisa Simmons and Ms. Connelly being beneficiaries of

the Family Trusts, the direct holdings of Contran voting stock

by each of Ms. Lisa Simmons, Ms. Connelly and Ms. Annette

Simmons and entities related to them, the position as a member

of the Contran Board by each of Ms. Lisa Simmons, Ms. Connelly

and Ms. Annette Simmons and the rights of each of Ms. Lisa

Simmons, Ms. Connelly and Ms. Annette Simmons under the Voting

Agreement, in each case as described above, (a) Ms. Lisa Simmons

and Ms. Connelly may be deemed to control each of the Family

Trusts, (b) Ms. Lisa Simmons, Ms. Connelly and Ms. Annette

Simmons may be deemed to control each of Contran, Dixie Rice,

VHC, Valhi, NL, Kronos Worldwide and CompX International Inc., a

subsidiary of NL, and (c) Ms. Lisa Simmons, Ms. Connelly, Ms.

Annette Simmons, Contran, Dixie Rice, VHC, Valhi, NL and Kronos

Worldwide may be deemed to possess indirect beneficial ownership

of, and a pecuniary interest in, shares of common stock directly

held by such entities, including any Shares.  However, Ms. Lisa

Simmons, Ms. Connelly and Ms. Annette Simmons each disclaims

beneficial ownership of all shares held, directly or indirectly,

by any of such entities, except to the extent of her pecuniary

interest therein.



      Except for the 1,571,716 Shares she and the estate of

Harold C. Simmons hold directly, Annette C. Simmons disclaims

beneficial ownership of all Shares, except to the extent of

her pecuniary interest therein.  Each of Serena Simmons

Connelly and Lisa K. Simmons disclaims beneficial ownership of

all Shares, except to the extent of her pecuniary interest

therein.