1
|
NAMES OF REPORTING PERSONS
Valhi Holding Company
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
318,156,746
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
318,156,746
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
318,156,746
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
93.8%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
1
|
NAMES OF REPORTING PERSONS
Dixie Rice Agricultural Corporation, Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
318,156,746
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
318,156,746
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
318,156,746
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
93.8%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
1
|
NAMES OF REPORTING PERSONS
Contran Corporation
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
318,156,746
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
318,156,746
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
318,156,746
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
93.8%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
1
|
NAMES OF REPORTING PERSONS
Lisa K. Simmons
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
320,638,646
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
320,638,646
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ý
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
1
|
NAMES OF REPORTING PERSONS
Serena Simmons Connelly
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
320,638,646
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
320,638,646
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ý
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
1
|
NAMES OF REPORTING PERSONS
Annette C. Simmons
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
2,777,294
|
|
8
|
SHARED VOTING POWER
318,156,746
|
||
9
|
SOLE DISPOSITIVE POWER
2,777,294
|
||
10
|
SHARED DISPOSITIVE POWER
318,156,746
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,777,294
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ý
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
Item 2.
|
Identity and Background.
|
·
|
Valhi Holding Company (“VHC”), as a direct holder of Shares;
|
·
|
Dixie Rice Agricultural Corporation, Inc. (“Dixie Rice”) and Contran Corporation (“Contran”) by virtue of their direct and indirect ownership of securities of VHC;
|
·
|
Lisa K. Simmons by virtue of her being a co-trustee of the Family Trusts (as defined and described below), her position as a member of the Contran board of directors (the “Contran Board”), a member, director and president of the Harold Simmons Foundation, Inc. (the “Foundation”) and a party to the Voting Agreement (as defined and described below in this Statement);
|
·
|
Serena Simmons Connelly by virtue of being co-trustee of the Family Trusts, her position as a member of the Contran Board, a member, director and executive vice president of the Foundation and a party to the Voting Agreement (as defined and described below in this Statement); and
|
·
|
Annette C. Simmons by virtue of her position as a member of the Contran Board, her direct and indirect ownership of Shares and a party to the Voting Agreement (as defined and described below in this Statement).
|
VHC
|
93.8 | % | ||
The Foundation
|
0.7 | % | ||
Annette C. Simmons as the independent executor of the estate of Harold C. Simmons and the designated legatee of his Shares
|
0.6 | % | ||
Annette C. Simmons
|
0.2 | % | ||
The Grandchildren’s Trust
|
Less than 0.1%
|
|||
Serena Simmons Connelly
|
Less than 0.1%
|
Valhi
|
83.0 | % | ||
Annette C. Simmons as the independent executor of the estate of Harold C. Simmons and the designated legatee of his Shares
|
2.2 | % | ||
Annette C. Simmons
|
0.9 | % | ||
Kronos Worldwide, Inc. (“Kronos Worldwide”)
|
Less than 0.1%
|
|||
Serena Simmons Connelly
|
Less than 0.1%
|
|
Together, Valhi and Kronos Worldwide may be deemed to control NL.
|
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 his shares of Kronos Worldwide common stock
|
0.7 | % | ||
Contran
|
0.1 | % |
Item 3.
|
Source and Amount of Funds or Other Consideration
|
Item 4.
|
Purpose of Transaction
|
Item 5.
|
Interest in Securities of the Issuer.
|
Reporting Person
|
Shares Directly Held
|
|||
VHC
|
318,156,746 | |||
Foundation
|
2,481,900 | |||
Annette C. Simmons as independent executor of the estate of Harold C. Simmons and the designated legatee of his Shares
|
1,870,880 | |||
Annette C. Simmons
|
818,514 | |||
Grandchildren’s Trust
|
87,900 | |||
Serena Simmons Connelly
|
1,212 | |||
Total
|
323,417,152 |
Date
|
Number of Shares Purchased
|
Approximate Price Per Share ($) (exclusive of commissions)
|
11/04/13
|
400
|
$17.9000
|
11/04/13
|
1,600
|
$18.0499
|
11/06/13
|
700
|
$17.2343
|
11/06/13
|
2,000
|
$17.2399
|
11/06/13
|
800
|
$17.3500
|
11/06/13
|
500
|
$17.5000
|
11/06/13
|
700
|
$17.6000
|
11/06/13
|
1,300
|
$17.6500
|
11/08/13
|
2,000
|
$17.0000
|
11/27/13
|
1,000
|
$14.8000
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
Exhibit 1
|
Amended and Restated Collateral Agreement (Amended and Restated as of November 30, 2012) between Valhi Holding Company and Contran Corporation (incorporated by reference to Exhibit 10 to Amendment No. 72 to Schedule 13D regarding the common stock of Valhi, Inc. (Securities Exchange Act File No. 1-5437) that was filed with the U.S. Securities and Exchange Commission on January 30, 2013 by Valhi Holding Company, Dixie Rice Agricultural Corporation, Inc., Contran Corporation, and Harold C. Simmons).
|
Exhibit 2
|
Contran Amended and Restated Deferred Compensation Trust effective as of January 1, 2006 between Contran Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 1 . of Amendment No. 69 to a Schedule 13D regarding the common stock of Valhi, Inc. (Securities Exchange Act File No. 1-5437) that was filed with the U.S. Securities and Exchange Commission on August 28, 2007 by Valhi Holding Company, Dixie Rice Agricultural Corporation, Inc., Contran Corporation and Harold C. Simmons).
|
Exhibit 3
|
Second Amended, Restated and Consolidated Pledge Agreement dated as of October 7, 2009 between Contran Corporation and Valhi Holding Company for the benefit of the Contran Amended and Restated Deferred Compensation Trust (incorporated by reference to Exhibit 1 of Amendment No. 71 to a Schedule 13D regarding the common stock of Valhi, Inc. (Securities Exchange Act File No. 1-5437) that was filed with the U.S. Securities and Exchange Commission on June 29, 2011 by Valhi Holding Company, Dixie Rice Agricultural Corporation, Inc., Contran Corporation and Harold C. Simmons).
|
Exhibit 4*
|
Amendment No. 1 to Second Amended, Restated and Consolidated Pledge Agreement dated as of January 15, 2014 between Contran Corporation and Valhi Holding Company for the benefit of the Contran Amended and Restated Deferred Compensation Trust.
|
Name
|
Present Principal Occupation
|
Serena S. Connelly
|
Director of Contran, executive vice president and director of the Foundation and a party to the Voting Agreement.
|
Norman S. Edelcup (2)
|
Mayor of Sunny Isles Beach, Florida; director of CompX International Inc., a subsidiary of NL (“CompX”), and Valhi; and trustee of the Baron Funds, a mutual fund group.
|
L. Andrew Fleck
|
Vice president and director of Dixie Rice; and vice president-real estate of Contran.
|
Robert D. Graham
|
Executive vice president of Kronos Worldwide; president of NL, and vice president of Contran, Dixie Rice, Valhi and VHC.
|
William J. Lindquist
|
Director and senior vice president of Contran and VHC; senior vice president of Dixie Rice and Valhi; and chief executive officer of Waste Control Specialists LLC, a subsidiary of Valhi.
|
A. Andrew R. Louis
|
Vice president and secretary of Kronos Worldwide, CompX, Dixie Rice, NL, Valhi and VHC; secretary of Contran; and vice president, general counsel and a director of the Foundation.
|
Kelly D. Luttmer
|
Vice president and global tax director of, Valhi, NL, CompX, Contran, Dixie Rice, Kronos Worldwide and VHC.
|
Andrew B. Nace
|
Vice president and general counsel of Valhi and Contran; and vice president of CompX, Kronos Worldwide and NL.
|
Bobby D. O’Brien
|
Vice president and chief financial officer of Valhi; executive vice president of NL; president of Kronos Worldwide; executive vice president and director of CompX; director, executive vice president and chief financial officer of Dixie Rice and VHC; and executive vice president and chief financial officer of Contran.
|
Annette C. Simmons
|
Director of Contran; independent executor of the estate of Harold C. Simmons; and a party to the Voting Agreement.
|
Lisa K. Simmons
|
Director of Contran; director and president of the Foundation; and a party to the Voting Agreement.
|
John A. St. Wrba
|
Vice president and treasurer of Valhi, NL, CompX, Contran, Dixie Rice, the Foundation, Kronos Worldwide and VHC.
|
Gregory M. Swalwell
|
Vice president and controller of Valhi, Contran, Dixie Rice and VHC; executive vice president and chief financial officer of NL and Kronos Worldwide; executive vice president of CompX.
|
Steven L. Watson
|
Director, president and chief executive officer of Valhi; vice chairman of the board and chief executive officer of NL and Kronos Worldwide; chairman of the board of CompX; chairman of the board and president of Dixie Rice; vice chairman of the board and president of Contran and VHC.
|
Name
|
Shares Held
|
|
Serena S. Connelly
|
1,212-
|
(1)
|
L. Andrew Fleck
|
2,592
|
(2)
|
Robert D. Graham
|
-0-
|
|
William J. Lindquist
|
-0-
|
|
A. Andrew R. Louis
|
-0-
|
|
Kelly D. Luttmer
|
-0-
|
|
Andrew B. Nace
|
-0-
|
|
Bobby D. O’Brien
|
-0-
|
|
Annette C. Simmons
|
2,689,394
|
(3)
|
Lisa K. Simmons
|
-0-
|
(4)
|
John A. St. Wrba
|
-0-
|
|
Gregory M. Swalwell
|
3,489
|
|
Steven L. Watson
|
88,238
|
(1)
|
Does not include other Shares of which Ms. Connelly may be deemed to possess indirect beneficial ownership as described in Items 2 and 5(a) of this Statement. Except for the 1,212 Shares she holds directly, Ms. Connelly disclaims beneficial ownership of all Shares.
|
(2)
|
1,299 Shares held by Mr. Fleck’s children.
|
(3)
|
Includes 1,870,880 Shares held directly by the estate of Harold C. Simmons of which Annette C. Simmons is the independent executor and the designated legatee of these Shares. Does not include other Shares of which Ms. Annette Simmons may be deemed to possess indirect beneficial ownership as described in Items 2 and 5(a) of this Statement. Except for the 2,689,394 Shares that she and the estate of Harold C. Simmons hold directly, Annette C. Simmons disclaims beneficial ownership of all Shares.
|
(4)
|
Does not include Shares of which Ms. Lisa Simmons may be deemed to possess indirect beneficial ownership as described in Items 2 and 5(a) of this Statement. Ms. Simmons disclaims beneficial ownership of all Shares.
|
Exhibit 1
|
Amended and Restated Collateral Agreement (Amended and Restated as of November 30, 2012) between Valhi Holding Company and Contran Corporation (incorporated by reference to Exhibit 10 to Amendment No. 72 to Schedule 13D regarding the common stock of Valhi, Inc. (Securities Exchange Act File No. 1-5437) that was filed with the U.S. Securities and Exchange Commission on January 30, 2013 by Valhi Holding Company, Dixie Rice Agricultural Corporation, Inc., Contran Corporation, and Harold C. Simmons).
|
Exhibit 2
|
Contran Amended and Restated Deferred Compensation Trust effective as of January 1, 2006 between Contran Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 1 . of Amendment No. 69 to a Schedule 13D regarding the common stock of Valhi, Inc. (Securities Exchange Act File No. 1-5437) that was filed with the U.S. Securities and Exchange Commission on August 28, 2007 by Valhi Holding Company, Dixie Rice Agricultural Corporation, Inc., Contran Corporation and Harold C. Simmons).
|
Exhibit 3
|
Second Amended, Restated and Consolidated Pledge Agreement dated as of October 7, 2009 between Contran Corporation and Valhi Holding Company for the benefit of the Contran Amended and Restated Deferred Compensation Trust (incorporated by reference to Exhibit 1 of Amendment No. 71 to a Schedule 13D regarding the common stock of Valhi, Inc. (Securities Exchange Act File No. 1-5437) that was filed with the U.S. Securities and Exchange Commission on June 29, 2011 by Valhi Holding Company, Dixie Rice Agricultural Corporation, Inc., Contran Corporation and Harold C. Simmons).
|
Exhibit 4*
|
Amendment No. 1 to Second Amended, Restated and Consolidated Pledge Agreement dated as of January 15, 2014 between Contran Corporation and Valhi Holding Company for the benefit of the Contran Amended and Restated Deferred Compensation Trust.
|
(1)
|
$900,000.00 to Contran;
|
(2)
|
1,100,541 shares of Valhi Common Stock registered in the name of the CDCT to Contran; and
|
(3)
|
6,457,160 shares of Valhi Common Stock registered in the name of VHC to VHC and related executed stock powers;
|
(1)
|
the CDCT only holds stock certificates representing the Remaining Shares and the related executed stock powers;
|
(2)
|
VHC grants to the CDCT a security interest only in the Remaining Shares;
|
(3)
|
the CDCT has released all right, title and interest (including any security interest) to any other shares of Valhi Common Stock that was previously pledged to the CDCT; and
|
(4)
|
references to the capitalized term “Valhi Shares” in Articles V, VI, VII and VIII of the Pledge Agreement shall only mean the Remaining Shares.
|
Contran Corporation
By: /s/ Gregory M. Swalwell
Gregory M. Swalwell, Vice President
|
Valhi Holding Company
By: /s/ Bobby D. O’Brien
Bobby D. O’Brien, Vice President
|