-----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, M+bWnwYd6QgdboSb75Z3a2H6EBfyYXRsDLvorjn9Xi+vFjJ2nQBmwXP+kNyuZyUE pOcKQnimw6rEH73+wh6YcQ== 0001049606-04-000042.txt : 20041124 0001049606-04-000042.hdr.sgml : 20041124 20041124175609 ACCESSION NUMBER: 0001049606-04-000042 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041122 FILED AS OF DATE: 20041124 DATE AS OF CHANGE: 20041124 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: 041168294 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: TITANIUM METALS CORP CENTRAL INDEX KEY: 0001011657 STANDARD INDUSTRIAL CLASSIFICATION: SECONDARY SMELTING & REFINING OF NONFERROUS METALS [3341] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13905 FILM NUMBER: 041168296 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 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: 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: 001-13905 FILM NUMBER: 041168301 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: 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: 001-13905 FILM NUMBER: 041168302 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: 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: 001-13905 FILM NUMBER: 041168303 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: NL INDUSTRIES INC CENTRAL INDEX KEY: 0000072162 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13905 FILM NUMBER: 041168300 BUSINESS ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240-2697 BUSINESS PHONE: 972-233-1700 MAIL ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240-2697 FORMER NAME: FORMER CONFORMED NAME: NATIONAL LEAD CO DATE OF NAME CHANGE: 19710520 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: 001-13905 FILM NUMBER: 041168299 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: SOUTHWEST LOUISIANA LAND CO INC CENTRAL INDEX KEY: 0001074790 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13905 FILM NUMBER: 041168298 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: TIMET FINANCE MANAGEMENT CO CENTRAL INDEX KEY: 0001074791 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13905 FILM NUMBER: 041168297 BUSINESS ADDRESS: STREET 1: 913 N MARKET ST STREET 2: SUITE 217 CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 9722331700 MAIL ADDRESS: STREET 1: 913 N MARKET ST STREET 2: SUITE 217 CITY: WILMINGTON STATE: DE ZIP: 19801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CompX Group, Inc. CENTRAL INDEX KEY: 0001305388 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13905 FILM NUMBER: 041168295 BUSINESS ADDRESS: STREET 1: 5430 LBJ FREEWAY, SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240-2697 BUSINESS PHONE: 972-233-1700 MAIL ADDRESS: STREET 1: 5430 LBJ FREEWAY, SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240-2697 4 1 f4cix41122_ex.xml X0202 4 2004-11-22 0 0001049606 COMPX INTERNATIONAL INC CIX 0000024240 CONTRAN CORP 5430 LBJ FRWY SUITE 1700 DALLAS TX 75240 0 0 1 0 0000059255 VALHI INC /DE/ 5430 LBJ FRWY STE 1700 DALLAS TX 75240 0 0 1 0 0000072162 NL INDUSTRIES INC 5430 LBJ FREEWAY SUITE 1700 DALLAS TX 75240-2697 0 0 1 0 0001074787 DIXIE RICE AGRICULTURE CORP INC 5430 LBJ FREEWAY SUITE 1700 DALLAS TX 75240 0 0 1 0 0001074790 SOUTHWEST LOUISIANA LAND CO INC 5430 LBJ FREEWAY SUITE 1700 DALLAS TX 75240 0 0 1 0 0001074791 TIMET FINANCE MANAGEMENT CO 913 N MARKET ST SUITE 217 WILMINGTON DE 19801 0 0 1 0 0001011657 TITANIUM METALS CORP 1999 BROADWAY STE 4300 DENVER CO 80202 0 0 1 0 0001305388 CompX Group, Inc. 5430 LBJ FREEWAY, SUITE 1700 DALLAS TX 75240-2697 0 0 1 0 0001037854 SIMMONS HAROLD C 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 Class A Common Stock $0.01 par value 2004-11-22 4 J 0 2900 15.5 A 69100 I by TFMC Class A Common Stock $0.01 par value 2586820 I by CGI Open market purchase by TIMET Finance Management 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 held by TIMET Finance Management 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 held by CompX Group, 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. Mr. Harold C. Simmons and his spouse directly hold 40,700 and 20,000 shares, respectively, of the Class A Common Stock of the issuer. Mr. Simmons disclaims beneficial ownership of the shares of the issuer's common stock that his spouse owns. This form is also filed on behalf of: Tremont LLC, 5430 LBJ Freeway, Suite 1700, Dallas, TX 75240, by /s/ A. Andrew R. Louis, Secretary (signed 11/24/2004), NOA, Inc., 5430 LBJ Freeway, Suite 1700, Dallas, TX 75240, By: /s/ A. Andrew R. Louis, Secretary (signed 11/24/2004), Dixie Holding, Inc., 5430 LBJ Freeway, Suite 1700, Dallas, TX 75240, by /s/ A. Andrew R. Louis, Secretary (signed 11/24/2004) and Valhi Group, Inc., 5430 LBJ Freeway, Suite 1700, Dallas, TX 75240, by /s/ A. Andrew R. Louis, Secretary (signed 11/24/2004). See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the persons joining in this filing. Exhibit Index Exhibit 99 - Additional Information A. Andrew R. Louis, Secretary, for Contran Corporation 2004-11-24 A. Andrew R. Louis, Secretary, for Valhi, Inc. 2004-11-24 A. Andrew R. Louis, Secretary, for NL Industries, Inc. 2004-11-24 A. Andrew R. Louis, Secretary, for Dixie Rice Agricultural Corporation, Inc. 2004-11-24 A. Andrew R. Louis, Secretary, for National City Lines, Inc. 2004-11-24 A. Andrew R. Louis, Secretary, for Southwest Louisiana Land Company, Inc. 2004-11-24 Gregory M. Swalwell, Vice President, TIMET Finance Management Company 2004-11-24 A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons 2004-11-24 A. Andrew R. Louis, Assistant Secretary, for Titanium Metals Corporation 2004-11-24 A. Andrew R. Louis, Assistant Secretary, for CompX Group, Inc. 2004-11-24 EX-99 2 cix41122.htm ADDITIONAL INFORMATION Additional Information

Exhibit 99 - Additional Information

       CompX Group, Inc. ("CGI") and TIMET Finance Management Company ("TFMC")  are the direct holders of 50.0% and 1.3%, respectively, of the outstanding shares of class A common stock, par value $0.01 per share (the "Class A Common Stock"), of the issuer.

       CGI 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 all of the Class B Common Stock, CGI currently holds approximately 83.0% of the combined voting power (97.5% for the election of directors) of all classes of voting stock of the issuer.

       Titanium Metals Corporation ("TIMET") is the direct holder of 100% of the outstanding common stock of TFMC. Tremont LLC ("Tremont"), Harold C. Simmons' spouse, The Combined Master Retirement Trust (the "CMRT"), and Valhi, Inc. ("Valhi") are the holders of approximately 39.6%, 14.4%, 12.0% and 1.3%, respectively, of the outstanding shares of common stock of TIMET. The ownership of Ms. Simmons is based on the 1,600,000 shares of TIMET's 6 3/4% Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), that she directly owns, which are convertible into 2,666,666 shares of TIMET's common stock. The ownership of Valhi includes 24,500 shares of TIMET'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 TIMET'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 or Valhi, respectively.

       Valhi is the direct holder of 100% of the outstanding membership interests of Tremont. VGI, National, Contran, the Harold Simmons Foundation (the "Foundation"), the Contran Deferred Compensation Trust No. 2 (the "CDCT No. 2") and the CMRT are the direct holders of 77.6%, 9.1%, 3.4%, 0.9%, 0.4% and 0.1%, respectively, of the common stock of Valhi. National, NOA and 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 are the direct holders of approximately 49.9% and 50.1%, respectively, of the outstanding common stock of NOA. 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 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 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.

       The Foundation directly holds approximately 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.

       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.

       The CMRT directly holds approximately 12.0% of the outstanding shares of TIMET common stock and 0.1% of the outstanding shares of Valhi common stock. Valhi established the CMRT as a trust to permit the collective investment by master trusts that maintain the assets of certain employee benefit plans Valhi and related companies adopt. Mr. 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.

       Valmont Insurance Company ("Valmont"), NL Industries, Inc. ("NL") and a subsidiary of NL directly own 1,000,000 shares, 3,522,967 shares and 1,186,200 shares, respectively, of Valhi common stock. Valhi is the direct holder of 100% of the outstanding common stock of Valmont. Valhi, Tremont LLC and TFMC are the direct holders of approximately 62.2%. 21.1% and 0.5%, respectively, of the outstanding common stock of NL. Pursuant to Delaware law, Valhi treats the shares of Valhi common stock that Valmont, 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 vice chairman of TIMET, chairman of the board of CGI, Tremont, Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest 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 service 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 the shares of Class A or Class B Common Stock that are directly held by CGI or TFMC. However, Mr. Simmons disclaims such beneficial ownership of the shares of Class A or Class B Common Stock beneficially owned, directly or indirectly, by any of such entities.

       Harold C. Simmons' spouse is the direct owner of 20,000 shares of Class A Common Stock, 1,600,000 shares of Series A Preferred Stock, 69,475 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 securities. Mr. Simmons disclaims beneficial ownership of all securities that his spouse holds directly.

     A trust, of which Harold C. Simmons and his spouse are trustees and the beneficiaries are the grandchildren of his spouse, is the direct holder of 40,000 shares of the common stock of Valhi. Mr. Simmons, as co-trustee of this trust, has the power to vote and direct the disposition of the shares of the issuer's common stock the trust holds. Mr. Simmons disclaims beneficial ownership of any shares of the issuer's common stock that this trust holds.

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