-----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, KyueXX9hO34MFgZMh83iQusyb8GdRJtKZrsAhwe5ktUNq2dmAWNDlk1NXTNbsZ0l zsqsQFihZCQ9k0ZABsjOZA== 0001011657-09-000043.txt : 20091208 0001011657-09-000043.hdr.sgml : 20091208 20091208144250 ACCESSION NUMBER: 0001011657-09-000043 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091204 FILED AS OF DATE: 20091208 DATE AS OF CHANGE: 20091208 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: 091228462 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: Simmons Annette C CENTRAL INDEX KEY: 0001302221 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14368 FILM NUMBER: 091228463 MAIL ADDRESS: STREET 1: 5430 LBJ FREEWAY, SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 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: 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] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14368 FILM NUMBER: 091228466 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: 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: 091228464 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: VALHI HOLDING CO CENTRAL INDEX KEY: 0001338019 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14368 FILM NUMBER: 091228465 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 4 1 edgar.xml PRIMARY DOCUMENT X0303 4 2009-12-04 0001011657 TITANIUM METALS CORP TIE 0000024240 CONTRAN CORP 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 0001074787 DIXIE RICE AGRICULTURE CORP INC 5430 LBJ FREEWAY, SUITE 1700 DALLAS TX 75240 0 0 1 0 0001302221 Simmons Annette C 5430 LBJ FREEWAY, SUITE 1700 DALLAS TX 75240 0 0 1 0 0001037854 SIMMONS HAROLD C 5430 LBJ FREEWAY, SUITE 1700 DALLAS TX 75240 1 1 1 0 Chairman of the Board Common Stock, $.01 par value 2009-12-04 4 P 0 375000 9.73 A 375000 D Common Stock, $.01 par value 2009-12-04 4 J 0 375000 9.73 D 47195276 I by VHC Common Stock, $.01 par value 882588 I by NL Common Stock, $.01 par value 826959 I by Valhi Common Stock, $.01 par value 566529 I by NL EMS Purchase by Contran Corporation from its subsidiary, Valhi Holding Company. 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 owned by Valhi Holding Company. 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 owned by NL Industries, Inc. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships to the persons joining in this filing. Directly owned by Valhi, Inc. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships to the persons joining in this filing. Directly owned by NL Environmental Management Services, Inc. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships to the persons joining in this filing. Harold C. Simmons and his wife own 7,421,787 and 21,575,875 shares, respectively, of the common stock of the issuer. A trust of which Mr. Simmons and his wife are trustees and the beneficiaries of which are the grandchildren of his wife owns 15,432 shares of the common stock of the issuer. Mr. Simmons and his wife each disclaims beneficial ownership of, and a pecuniary interest in, the shares of the issuer's common stock that his or her spouse owns or this trust owns. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships Mr. Simmons and his wife have to the other reporting persons. Exhibit Index Exhibit 99 - Additional Information A. Andrew R. Louis, Secretary, for Contran Corporation 2009-12-08 A. Andrew R. Louis, Secretary, for Valhi Holding Company 2009-12-08 A. Andrew R. Louis, Secretary, for Dixie Rice Agricultural Corporation, Inc. 2009-12-08 A. Andrew R. Louis, Attorney-in-fact, for Annette C. Simmons 2009-12-08 A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons 2009-12-08 EX-99 2 f4tie091204cnt.htm ADDITIONAL INFORMATION
f4tie091204cnt.txt



Exhibit 99 - Additional Information





 Valhi Holding Company ("VHC"), Annette C. Simmons, The Combined Master

Retirement Trust (the "CMRT"), Harold C. Simmons, NL Industries, Inc. ("NL"),

Valhi, Inc. ("Valhi"), NL Environmental Management Services, Inc. ("NL EMS"),

the Harold Simmons Foundation, Inc. (the "Foundation") and The Annette Simmons

Grandchildren's Trust (the "Grandchildren's Trust") are the holders of

approximately 26.2%, 12.0%, 8.6%, 4.1%, 0.5%, 0.5%, 0.3%, 0.1% and less than

0.1%, respectively, of the outstanding shares of common stock of the issuer.



 NL is the holder of 100% of the outstanding common stock of NL EMS.  Valhi

and TIMET Finance Management Company ("TFMC") are the direct holders of

approximately 83.1% and 0.5%, respectively, of the outstanding common stock of

NL.  The issuer is the holder of 100% of the outstanding common stock of TFMC.



 VHC, TFMC, the Foundation, the Contran Amended and Restated Deferred

Compensation Trust (the "CDCT") and the CMRT are the direct holders of 92.2%,

1.1%, 0.9%, 0.3% and 0.1%, respectively, of the common stock of Valhi.  Dixie

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

the outstanding common stock of VHC.  Contran Corporation ("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 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, and a pecuniary interest

in, any shares of Contran stock that the Trusts hold.



 The CDCT directly holds approximately 0.3% of the outstanding shares of

Valhi's 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 the issuer'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 8.6% 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 0.1% of the outstanding shares

of the issuer's common stock and 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.



 NL and NL EMS directly own 3,604,790 shares and 1,186,200 shares,

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

83.1% of the outstanding shares of NL common stock.  Pursuant to Delaware law,

Valhi treats the shares of Valhi common stock that NL and NL EMS 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, Valhi, VHC, Dixie Rice 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, and a pecuniary interest in, 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 or the CDCT directly holds.  Other than

securities that she holds directly, Ms. Simmons disclaims beneficial ownership

of, and a pecuniary interest in, 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 21,575,875 shares of the issuer's 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 shares.  Mr. Simmons disclaims all

such beneficial ownership.  Ms. Simmons disclaims beneficial ownership of all

shares of the issuer's common stock that she does not own directly.



 Harold C. Simmons is the direct owner of 7,421,787 shares of the issuer's

common stock, 881,600 shares of NL common stock and 180,432 shares of Valhi

common stock.



 The Grandchildren's 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 15,432 shares of the issuer's common stock and 34,000

shares of Valhi common stock.  Mr. and Ms. Simmons, each as co-trustee of this

trust, each have the power to vote and direct the disposition of the shares of

the common stock the trust holds.  Mr. Simmons and his spouse each disclaims

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

holds.

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