0000059255-13-000142.txt : 20130620 0000059255-13-000142.hdr.sgml : 20130620 20130620190602 ACCESSION NUMBER: 0000059255-13-000142 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130620 FILED AS OF DATE: 20130620 DATE AS OF CHANGE: 20130620 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CONTRAN CORP CENTRAL INDEX KEY: 0000024240 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13905 FILM NUMBER: 13925473 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: 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: 13925474 MAIL ADDRESS: STREET 1: THREE LINCOLN CENTRE STREET 2: 5430 LBJ FREEWAY STE 1700 CITY: DALLAS STATE: TX ZIP: 75240-2697 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2013-06-20 0001049606 COMPX INTERNATIONAL INC CIX 0001037854 SIMMONS HAROLD C 5430 LBJ FREEWAY, SUITE 1700 DALLAS TX 75240 0 0 1 0 0000024240 CONTRAN CORP 5430 LBJ FREEWAY, SUITE 1700 DALLAS TX 75240 0 0 1 0 Class A Common Stock $0.01 par value 2013-06-20 4 J 0 5000 12.3306 A 5000 I by Contran Class A Common Stock $0.01 par value 2013-06-20 4 J 0 900 12.4518 A 5900 I by Contran Class A Common Stock $0.01 par value 755104 I by NL Class A Common Stock $0.01 par value 361217 D Class A Common Stock $0.01 par value 60422 I by Spouse Class A Common Stock $0.01 par value 3000 I by Kronos Opern market purchase by Contran Corporation. 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 Contran Corporation. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship to the reporting person. 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. Directly held by the reporting person's spouse. The reporting person disclaims beneficial ownership of any shares of the issuer's common stock that his spouse holds. Directly held by Kronos Worldwide, 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 2013-06-20 A. Andrew R. Louis, Secretary, for Contran Corporation 2013-06-20 EX-99 2 f4cix130620con.htm ADDITIONAL INFORMATION

f4cix1306206hcs

Exhibit 99 Additional Information

Harold C. Simmons and the following persons or entities related to

him are the direct holders of the following percentages of the

outstanding shares of class A common stock (the "Class A Common Stock")

of the issuer, CompX International Inc. ("CompX"):

NL Industries, Inc. ("NL")...................................31.5%

Harold C. Simmons............................................15.1%

Annette C. Simmons............................................2.5%

Contran Corporation ("Contran")...............................0.2%

Kronos Worldwide, Inc. ("Kronos").............................0.1%

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 issuer's 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 86.8% of the combined voting power (98.4%

for the election of directors) of all classes of voting stock of the

issuer.

Harold C. Simmons and the following persons or entities related to

him are the direct holders of the following percentages of the

outstanding shares of common stock of NL:

Valhi, Inc. ("Valhi")........................................83.0%

Harold C. Simmons.............................................2.2%

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

Kronos..............................................less than 0.1%

Harold C. Simmons and the following persons or entities related to

him are the direct holders of the following percentages of the

outstanding shares of common stock of Kronos:

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

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

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

Harold C. Simmons.............................................0.7%

Contran.............................................less than 0.1%

Harold C. Simmons and the following persons or entities related to

him are the direct holders of the following percentages of the

outstanding shares of common stock of Valhi:

Valhi Holding Company ("VHC")................................92.6%

Harold Simmons Foundation, Inc. (the "Foundation")............0.7%

Harold C. Simmons.............................................0.5%

Contran Amended and Restated Deferred Compensation

Trust (the "CDCT")..........................................0.3%

Annette C. Simmons............................................0.2%

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

The Annette Simmons Grandchildren's Trust

(the "Grandchildren's Trust").....................less than 0.1%

Dixie Rice Agricultural Corporation, Inc. ("Dixie Rice") is the

direct holder of 100% of the outstanding shares of common stock of VHC.

Contran is the holder of 100% of the outstanding shares of 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.

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 Foundation is a tax-exempt foundation organized for charitable

purposes. Harold C. Simmons is the chairman of the board of the

Foundation.

NL, a subsidiary of NL and Kronos directly own 10,814,370 shares,

3,558,600 sares and 1,724,916 shares, respectively, of Valhi common

stock. As already stated, Valhi directly holds 83.0% of the outstanding

shares of NL common stock and 50.0% of the outstanding shares of Kronos

common stock. As a result of Valhi's direct and indirect ownership of

NL, its subsidiary and Kronos and pursuant to Delaware law, Valhi treats

the shares of Valhi common stock that NL, its subsidiary and Kronos 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 Kronos, Valhi,

VHC, 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 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, and a pecuniary interest in, the securities beneficially

owned, directly or indirectly, by any of such entities.

Annette C. Simmons is the wife of Harold C. Simmons. Mr. Simmons

may be deemed to share indirect beneficial ownership of her shares. Mr.

Simmons disclaims beneficial ownership of all shares that his wife holds

directly. Mrs. Simmons disclaims beneficial ownership of all shares she

does not hold directly.

Mr. and Mrs. Simmons are each a co-trustee of the Grandchildren's

Trust, the beneficiaries of which are the grandchildren of Mrs. Simmons.

They each have the power to vote and direct the disposition of the shares

the trust holds. Mr. Simmons and his wife each disclaim beneficial

ownership of, and a pecuniary interest in, any shares that this trust

holds.