-----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, ScW/iWPTyI62ws41AObCtN9cvpYfJ3U6tOx+uNT5BuCYheDgOf+mmBbnXjTNLNoS wDnVj6oJFGc9MlqefuZgpQ== 0000024240-06-000053.txt : 20060522 0000024240-06-000053.hdr.sgml : 20060522 20060522194326 ACCESSION NUMBER: 0000024240-06-000053 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060519 FILED AS OF DATE: 20060522 DATE AS OF CHANGE: 20060522 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TITANIUM METALS CORP CENTRAL INDEX KEY: 0001011657 STANDARD INDUSTRIAL CLASSIFICATION: SECONDARY SMELTING & REFINING OF NONFERROUS METALS [3341] IRS NUMBER: 135630895 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1999 BROADWAY STREET 2: STE 4300 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032965600 MAIL ADDRESS: STREET 1: TITANIUM METALS CORP STREET 2: 1999 BROADWAY SUITE 4300 CITY: DENVER STATE: CO ZIP: 80202 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: 001-14368 FILM NUMBER: 06859896 BUSINESS ADDRESS: BUSINESS PHONE: 9722331700 MAIL ADDRESS: STREET 1: THREE LINCOLN CENTRE STREET 2: 5430 LBJ FREEWAY STE 1700 CITY: DALLAS STATE: TX ZIP: 75240-2697 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NOA INC CENTRAL INDEX KEY: 0001074789 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14368 FILM NUMBER: 06859899 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOUTHWEST LOUISIANA LAND CO INC CENTRAL INDEX KEY: 0001074790 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14368 FILM NUMBER: 06859900 BUSINESS ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9722331700 MAIL ADDRESS: STREET 1: 402 CANAL ST CITY: HOUMA STATE: LA ZIP: 70360 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DIXIE RICE AGRICULTURE CORP INC CENTRAL INDEX KEY: 0001074787 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14368 FILM NUMBER: 06859901 BUSINESS ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9722331700 MAIL ADDRESS: STREET 1: 600 PASQUIERE ST CITY: GUEYDAN STATE: LA ZIP: 70542 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NATIONAL CITY LINES INC CENTRAL INDEX KEY: 0000069972 STANDARD INDUSTRIAL CLASSIFICATION: LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES) [6552] STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14368 FILM NUMBER: 06859902 BUSINESS ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2149340233 MAIL ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VALHI INC /DE/ CENTRAL INDEX KEY: 0000059255 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14368 FILM NUMBER: 06859903 BUSINESS ADDRESS: STREET 1: 5430 LBJ FRWY STREET 2: STE 1700 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9722331700 MAIL ADDRESS: STREET 1: THREE LINCOLN CENTER STREET 2: 5430 LBJ FREEWAY SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 FORMER NAME: FORMER CONFORMED NAME: LLC CORP DATE OF NAME CHANGE: 19870329 FORMER NAME: FORMER CONFORMED NAME: LIBERTY LOAN CORP DATE OF NAME CHANGE: 19800414 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VALHI GROUP INC CENTRAL INDEX KEY: 0001074793 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14368 FILM NUMBER: 06859898 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CONTRAN CORP CENTRAL INDEX KEY: 0000024240 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14368 FILM NUMBER: 06859904 BUSINESS ADDRESS: STREET 1: 5430 LBJ FRWY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9724504228 MAIL ADDRESS: STREET 1: 5430 LBJ FRWY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VALHI HOLDING CO CENTRAL INDEX KEY: 0001338019 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14368 FILM NUMBER: 06859897 BUSINESS ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 972-233-1700 MAIL ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TREMONT LLC CENTRAL INDEX KEY: 0000842718 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY SMELTING & REFINING OF NONFERROUS METALS [3330] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14368 FILM NUMBER: 06859895 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 NAME: FORMER CONFORMED NAME: TREMONT CORPORATION DATE OF NAME CHANGE: 19920703 FORMER NAME: FORMER CONFORMED NAME: BAROID CORPORATION DATE OF NAME CHANGE: 19901029 4 1 f4tie60516vhi_ex.xml X0202 4 2006-05-19 0 0001011657 TITANIUM METALS CORP TIE 0000024240 CONTRAN CORP 5430 LBJ FRWY SUITE 1700 DALLAS TX 75240 0 0 1 0 0000059255 VALHI INC /DE/ THREE LINCOLN CENTER 5430 LBJ FREEWAY SUITE 1700 DALLAS TX 75240 0 0 1 0 0000069972 NATIONAL CITY LINES INC 5430 LBJ FREEWAY SUITE 1700 DALLAS TX 75240 0 0 1 0 0001074787 DIXIE RICE AGRICULTURE CORP INC 600 PASQUIERE ST GUEYDAN LA 70542 0 0 1 0 0001074790 SOUTHWEST LOUISIANA LAND CO INC 402 CANAL ST HOUMA LA 70360 0 0 1 0 0001074789 NOA INC 5430 LBJ FREEWAY SUITE 1700 DALLAS TX 75240 0 0 1 0 0001074793 VALHI GROUP INC 5430 LBJ FREEWAY SUITE 1700 DALLAS TX 75240 0 0 1 0 0001338019 VALHI HOLDING CO 5430 LBJ FREEWAY SUITE 1700 DALLAS TX 75240 0 0 1 0 0001037854 SIMMONS HAROLD C THREE LINCOLN CENTRE 5430 LBJ FREEWAY STE 1700 DALLAS TX 75240-2697 1 1 1 0 Chairman of the Board 0000842718 TREMONT LLC 5430 LBJ FREEWAY SUITE 1700 DALLAS TX 75240 0 0 1 0 Common Stock, $.01 par value 2006-05-19 4 J 0 5600 33.74 A 5525600 I by Valhi Common Stock, $.01 par value 2006-05-19 4 J 0 2100 33.75 A 5527700 I by Valhi Common Stock, $.01 par value 2006-05-19 4 J 0 500 33.9 A 5528200 I by Valhi Common Stock, $.01 par value 2006-05-19 4 J 0 200 33.89 A 5528400 I by Valhi Common Stock, $.01 par value 2006-05-19 4 J 0 4800 33.85 A 5533200 I by Valhi Common Stock, $.01 par value 2006-05-19 4 J 0 52100 34 A 5585300 I by Valhi Common Stock, $.01 par value 2006-05-19 4 J 0 1000 33.95 A 5586300 I by Valhi Common Stock, $.01 par value 2006-05-19 4 J 0 200 33.94 A 5586500 I by Valhi Common Stock, $.01 par value 2006-05-19 4 J 0 23500 34.6 A 5610000 I by Valhi Common Stock, $.01 par value 2006-05-19 4 J 0 10000 34.4 A 5620000 I by Valhi Common Stock, $.01 par value 2006-05-22 4 J 0 4000 31.07 A 5624000 I by Valhi Common Stock, $.01 par value 2006-05-22 4 J 0 1000 31.10 A 5625000 I by Valhi Common Stock, $.01 par value 2006-05-22 4 J 0 10000 31.3 A 5635000 I by Valhi Common Stock, $.01 par value 2006-05-22 4 J 0 7800 31.31 A 5642800 I by Valhi Common Stock, $.01 par value 2006-05-22 4 J 0 2200 31.35 A 5645000 I by Valhi Common Stock, $.01 par value 2006-05-22 4 J 0 3300 31.37 A 5648300 I by Valhi Common Stock, $.01 par value 2006-05-22 4 J 0 6900 31.4 A 5655200 I by Valhi Common Stock, $.01 par value 2006-05-22 4 J 0 5500 31.44 A 5660700 I by Valhi Common Stock, $.01 par value 2006-05-22 4 J 0 1400 31.47 A 5662100 I by Valhi Common Stock, $.01 par value 2006-05-22 4 J 0 2900 31.48 A 5665000 I by Valhi Common Stock, $.01 par value 50474000 I by Tremont Open market purchase by Valhi, Inc. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the persons joining in this filing. Directly held by Valhi, Inc. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship among the persons joining in this filing. Directly held by Tremont LLC. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship among the persons joining in this filing. All share amounts have been adjusted to reflect the two-for-one split in the form of a stock dividend declared by the issuer's board of directors and paid as of the close of business on May 15, 2006, to holders of record as of the close of business on May 5, 2006. Mr. Harold C. Simmons and his spouse directly hold 4,167,400 and 128,600 shares, respectively, of the Common Stock of the issuer. Mrs. Simmons also owns 1,600,000 shares of the Issuer's Series A Preferred Stock. Mr. Simmons disclaims beneficial ownership of the shares of the issuer's stock that his spouse owns. This form is also filed on behalf of Dixie Holding Company, 5430 LBJ Freeway, Suite 1700, Dallas, TX 75240 By: /s/ A. Andrew R. Louis, Secretary (executed 05/22/2006). See the Additional Information attached as Exhibit 99 to this filing for a description of the relationships among the issuer and the reporting persons. Exhibit Index 99 Additional Information A. Andrew R. Louis, Secretary, for Contran Corporation 2006-05-22 A. Andrew R. Louis, Secretary, for Valhi, Inc. 2006-05-22 A. Andrew R. Louis, Secretary, for National City Lines, Inc. 2006-05-22 A. Andrew R. Louis, Secretary, for Dixie Rice Agricultural Corporation, Inc. 2006-05-22 A. Andrew R. Louis, Secretary, for Southwest Louisiana Land Company, Inc. 2006-05-22 A. Andrew R. Louis, Secretary, for NOA, Inc. 2006-05-22 A. Andrew R. Louis, Secretary, for Valhi Group, Inc. 2006-05-22 A. Andrew R. Louis, Secretary, for Valhi Holding Company 2006-05-22 A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons 2006-05-22 A. Andrew R. Louis, Secretary, for Tremont LLC 2006-05-22 EX-99 2 f4tie60516vhi.txt ADDITIONAL INFORMATION Exhibit 99: Additional Exhibits Additional Information Tremont LLC ("Tremont"), Annette C. Simmons, The Combined Master Retirement Trust (the "CMRT"), Valhi, Inc. ("Valhi") and Harold C. Simmons are the holders of approximately 33.4%, 12.4%, 10.2%, 3.9% and 2.8%, respectively, of the outstanding shares of common stock of the issuer. The ownership of Ms. Simmons includes 21,333,333 shares of the issuer's common stock that she has the right to acquire upon exercise of 1,600,000 shares of the issuer's 6 3/4% Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferrred Stock"), that she directly owns. The ownership of Valhi includes 196,000 shares of the issuer's common stock that Valhi has the right to acquire upon conversion of 14,700 shares of Series A Preferred Stock that Valhi directly holds. The percentage ownership of the issuer's common stock held by Ms. Simmons and Valhi assumes the full conversion of only the shares of Series A Preferred Stock owned by her and Valhi, respectively. Valhi is the direct holder of 100% of the outstanding membership interests of Tremont. Valhi Holding Company ("VHC"), the Harold Simmons Foundation, Inc. (the "Foundation"), the Contran Deferred Compensation Trust No. 2 (the "CDCT No.2") and The Combined Master Retirement Trust (the "CMRT") are the direct holders of 91.7%, 0.9%, 0.4% and 0.1% respectively, of the common stock of Valhi. Valhi Group, Inc. ("VGI"), National City Lines, Inc. ("National") and Contran Corporation ("Contran") are the holders of 87.4%, 10.3% and 2.3%, respectively, of the outstanding common stock of VHC. National, NOA, Inc. ("NOA") and Dixie Holding Company ("Dixie 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. Dixie Rice Agricultural Corporation, Inc. ("Dixie Rice") is the direct holder of 100% of the outstanding common stock of Dixie Holding. Contran is the holder of 100% of the outstanding common stock of Dixie Rice 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 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 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 10.2% of the outstanding shares of the issuer's common stock and 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. Harold C. 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 0.9% 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 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 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. Valhi and a subsidiary of the issuer are the direct holders of 83.1% and 0.5%, respectively, of the outstanding common stock of NL Industries, Inc. ("NL"). NL and a subsidiary of NL directly own 3,522,967 shares and 1,186,200 shares, respectively, of Valhi common stock. 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 and chief executive officer of NL and chairman of the board of the issuer, Tremont, Valhi, VHC, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest and Contran. By virtue of the holding of the offices, the stock ownership and his services 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 of the issuer's securities directly held by certain of such other entities. However, Mr. Simmons disclaims beneficial ownership of the securities beneficially owned, directly or indirectly, by any of such entities, except to the extent of his vested beneficial interest, if any, in the shares of the issuer's common stock the CMRT directly holds. Other than securities that she holds directly, Ms. Simmons disclaims beneficial ownership of all of the issuer's securities beneficially owned, directly or indirectly, by any of such entities or Mr. Simmons. Annette C. Simmons is the wife of Harold C. Simmons and the direct owner of 128,600 shares of the issuer's common stock, 1,600,000 shares of the Series A Preferred Stock, 200,275 shares of NL common stock and 43,400 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. Harold C. Simmons is the direct owner of 4,167,400 shares of the issuer's common stock, 446,100 shares of NL common stock (including stock options exercisable for 2,000 shares) and 3,383 shares of Valhi common stock. A trust, of which Harold C. Simmons and Annette C. Simmons are trustees and the beneficiaries are the grandchildren of Ms. Simmons, is the direct holder of 36,500 shares of Valhi common stock. Mr. Simmons, as co-trustee of this trust, has the power to vote and direct the disposition of the shares of the Valhi common stock the trust holds. Mr. Simmons and his spouse each disclaims beneficial ownership of any shares of the Valhi common stock that this trust holds. -----END PRIVACY-ENHANCED MESSAGE-----