-----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, TLPq76QjpJJcp7kALDpm86q9IwRE7QYRb7NgjKH4r4mMgDq9HYNeaCeSm2F+qGuA bUFAUl0RF8bBJ06xEmcH8g== 0001011657-11-000002.txt : 20110104 0001011657-11-000002.hdr.sgml : 20110104 20110104191553 ACCESSION NUMBER: 0001011657-11-000002 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110104 FILED AS OF DATE: 20110104 DATE AS OF CHANGE: 20110104 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: 11508327 MAIL ADDRESS: STREET 1: THREE LINCOLN CENTRE STREET 2: 5430 LBJ FREEWAY STE 1700 CITY: DALLAS STATE: TX ZIP: 75240-2697 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: 11508330 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: 11508328 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: 11508329 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 2011-01-04 0001011657 TITANIUM METALS CORP TIE 0001037854 SIMMONS HAROLD C 5430 LBJ FREEWAY, SUITE 1700 DALLAS TX 75240 1 1 1 0 Chairman of the Board 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 Common Stock, $.01 par value 2011-01-04 4 J 0 18790 16.64 A 2754090 I by Kronos Common Stock, $.01 par value 2011-01-04 4 J 0 100 16.6399 A 2754190 I by Kronos Common Stock, $.01 par value 2011-01-04 4 J 0 200 16.6398 A 2754390 I by Kronos Common Stock, $.01 par value 2011-01-04 4 J 0 100 16.6396 A 2754490 I by Kronos Common Stock, $.01 par value 2011-01-04 4 J 0 100 16.6394 A 2754590 I by Kronos Common Stock, $.01 par value 2011-01-04 4 J 0 200 16.6393 A 2754790 I by Kronos Common Stock, $.01 par value 2011-01-04 4 J 0 1500 16.635 A 2756290 I by Kronos Common Stock, $.01 par value 2011-01-04 4 J 0 24140 16.63 A 2780430 I by Kronos Common Stock, $.01 par value 2011-01-04 4 J 0 100 16.6299 A 2780530 I by Kronos Common Stock, $.01 par value 2011-01-04 4 J 0 8600 16.625 A 2789130 I by Kronos Common Stock, $.01 par value 2011-01-04 4 J 0 400 16.62 A 2789530 I by Kronos Common Stock, $.01 par value 2011-01-04 4 J 0 2600 16.615 A 2792130 I by Kronos Common Stock, $.01 par value 2011-01-04 4 J 0 23600 16.61 A 2815730 I by Kronos Common Stock, $.01 par value 2011-01-04 4 J 0 500 16.6099 A 2816230 I by Kronos Common Stock, $.01 par value 2011-01-04 4 J 0 620 16.605 A 2816850 I by Kronos Common Stock, $.01 par value 2011-01-04 4 J 0 10050 16.60 A 2826900 I by Kronos Common Stock, $.01 par value 2011-01-04 4 J 0 700 16.595 A 2827600 I by Kronos Common Stock, $.01 par value 2011-01-04 4 J 0 100 16.5925 A 2827700 I by Kronos Common Stock, $.01 par value 2011-01-04 4 J 0 2600 16.59 A 2830300 I by Kronos Common Stock, $.01 par value 2011-01-04 4 J 0 3100 16.585 A 2833400 I by Kronos Common Stock, $.01 par value 2011-01-04 4 J 0 1900 16.5825 A 2835300 I by Kronos Common Stock, $.01 par value 44878081 I by VHC Common Stock, $.01 par value 21825875 I by Spouse Common Stock, $.01 par value 5628787 D Common Stock, $.01 par value 882568 I by NL Common Stock, $.01 par value 826959 I by Valhi Common Stock, $.01 par value 707355 I by Contran Common Stock, $.01 par value 566529 I by NL EMS Open market purchase by Kronos Worldwide, 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 held by Kronos Worldwide, 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 held by Valhi Holding Company. 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 held by the reporting person's spouse. Mr. Simmons disclaims beneficial ownership of any shares of the issuer's common stock that his spouse holds. 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 held 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 held 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 held by Contran Corporation. 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 held 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. Exhibit Index Exhibit 99 - Additional Information A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons 2011-01-04 A. Andrew R. Louis, Secretary, for Contran Corporation 2011-01-04 A. Andrew R. Louis, Secretary, for Valhi Holding Company 2011-01-04 A. Andrew R. Louis, Secretary, for Dixie Rice Agricultural Corporation, Inc. 2011-01-04 EX-99 2 f4tie110104kro.htm ADDITIONAL INFORMATION
f4tie110104kro.txt



Exhibit 99

Additional Information



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

Retirement Trust (the "CMRT"), Harold C. Simmons, Kronos Worldwide, Inc.

("Kronos"), NL Industries, Inc. ("NL"), Valhi, Inc. ("Valhi"), Contran

Corporation ("Contran"), 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 24.9%, 12.1%, 8.6%, 3.1%, 1.6%, 0.5%, 0.5%, 0.4%, 0.3%, less than

0.1% and less than 0.1%, respectively, of the outstanding shares of common

stock of the issuer, Titanium Metals Corporation.



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

Valhi, Harold C. Simmons, Annette C. Simmons, TIMET Finance Management Company

("TFMC") and Kronos are the direct holders of approximately 83.0%, 2.1%, 0.6%,

0.5% and less than 0.1%, respectively, of the outstanding shares of common

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

of TFMC.



 Valhi, NL, Harold C. Simmons, TFMC, Annette C. Simmons and Contran are

the direct holders of approximately 50.0%, 30.4%, 0.4%, 0.1%, 0.1% and less

than 0.1%, respectively, of the outstanding shares of common stock of Kronos.



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

Compensation Trust (the "CDCT"), Harold C. Simmons, Annette C. Simmons, the

CMRT, the Grandchildren's Trust and Contran are the direct holders of 92.4%,

1.3%, 0.9%, 0.3%, 0.3%, 0.2%, 0.1%, less than 0.1% and less than 0.1%,

respectively, of the common stock of Valhi.  Dixie Rice Agricultural

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

outstanding shares of common stock of VHC.  Contran Corporation ("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 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 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 less than 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.  Kronos owns 159,173 shares 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.  Pursuant to Delaware law, Valhi treats the shares of Valhi common stock

that NL, NL EMS 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 and chief executive

officer of NL and chairman of the board of the issuer, Kronos, Valhi, VHC,

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, 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 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 21,825,875 shares of the issuer's common stock, 54,856 shares of Kronos

common stock, 292,225 shares of NL common stock and 219,796 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 5,628,787 shares of the issuer's

common stock, 258,720 shares of Kronos common stock, 1,007,145 shares of NL

common stock and 343,183 shares of Valhi common stock and.



 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

31,800 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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