0001062993-22-014080.txt : 20220602 0001062993-22-014080.hdr.sgml : 20220602 20220602104631 ACCESSION NUMBER: 0001062993-22-014080 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220601 FILED AS OF DATE: 20220602 DATE AS OF CHANGE: 20220602 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: 22989551 BUSINESS ADDRESS: STREET 1: 5430 LBJ FRWY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240-2620 BUSINESS PHONE: 9722331700 MAIL ADDRESS: STREET 1: 5430 LBJ FRWY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240-2620 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KRONOS WORLDWIDE INC CENTRAL INDEX KEY: 0001257640 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13905 FILM NUMBER: 22989549 BUSINESS ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240-2620 BUSINESS PHONE: 9722331700 MAIL ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240-2620 FORMER NAME: FORMER CONFORMED NAME: KRONOS INC DATE OF NAME CHANGE: 20030730 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Harold C. Simmons Family Trust No. 2 CENTRAL INDEX KEY: 0001600851 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13905 FILM NUMBER: 22989548 BUSINESS ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240-2620 BUSINESS PHONE: 972-233-1700 MAIL ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240-2620 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Simmons Lisa K CENTRAL INDEX KEY: 0001599736 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13905 FILM NUMBER: 22989550 MAIL ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240-2620 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: 75240-2620 BUSINESS PHONE: 9724481400 MAIL ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240-2620 4 1 form4.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES X0306 4 2022-06-01 0001049606 COMPX INTERNATIONAL INC CIX 0000024240 CONTRAN CORP 5430 LBJ FRWY SUITE 1700 DALLAS TX 75240-2620 0 0 1 0 0001599736 Simmons Lisa K 5430 LBJ FREEWAY SUITE 1700 DALLAS TX 75240-2620 0 0 1 0 0001257640 KRONOS WORLDWIDE INC 5430 LBJ FREEWAY SUITE 1700 DALLAS TX 75240-2620 0 0 1 0 0001600851 Harold C. Simmons Family Trust No. 2 5430 LBJ FREEWAY SUITE 1700 DALLAS TX 75240-2620 0 0 1 0 Class A Common Stock $0.01 par value per share 2022-06-01 4 S 0 5900 21.94 D 0 D Class A Common Stock $0.01 par value per share 2022-06-01 4 S 0 3000 21.94 D 0 I By Kronos Class A Common Stock $0.01 par value per share 10755104 I By NL On June 1, 2022, the issuer, CompX International, Inc. ("CompX"), purchased 5,900 shares of its class A common stock, par value $0.01 per share, from Contran Corporation ("Contran") in a private transaction that was approved in advance by the independent directors of CompX. See Exhibit 99.1 to this statement for a description of the relationship of additional persons who may be deemed to have beneficially owned these shares. On June 1, 2022, the issuer, CompX, purchased 3,000 shares of its class A common stock, par value $0.01 per share, from Kronos Worldwide, Inc. ("Kronos") in a private transaction that was approved in advance by the independent directors of CompX and Kronos. See Exhibit 99.1 to this statement for a description of the relationship of additional persons who may be deemed to have beneficially owned these shares. Directly held by NL Industries, Inc. ("NL"). See Exhibit 99.1 to this statement for a description of the relationship of additional persons who may be deemed to beneficially own these shares. Exhibit Index 99.1 Additional Information Andrew B. Nace, Executive Vice President of Contran Corporation 2022-06-01 Andrew B. Nace, Executive Vice President of Kronos Worldwide, Inc. 2022-06-01 Andrew B. Nace, Attorney-in-fact for Lisa K. Simmons 2022-06-01 Ashley Tarleton, AVP & Trust Officer of Tolleson Private Bank, not in its individual capacity but solely as trustee of the Harold C. Simmons Family Trust No. 2 2022-06-01 EX-99 2 exhibit99.txt ADDITIONAL INFORMATION Exhibit 99.1 The following is a description of the relationships among the Reporting Persons and certain related entities or persons that may be deemed to beneficially own shares of the class A common stock, par value $0.01 per share (the "Class A Shares"), of the issuer, CompX International Inc. ("CompX"). A majority of the outstanding voting stock of Contran Corporation ("Contran") is held directly by Lisa K. Simmons and various family trusts established for the benefit of Ms. Simmons, Thomas C. Connelly (the husband of Ms. Simmons' late sister) and their children and for which Ms. Simmons or Mr. Connelly, as applicable, serve as trustee (collectively, the "Other Trusts"). With respect to the Other Trusts for which Mr. Connelly serves as trustee, pursuant to the terms of a stockholders agreement (the "Contran Stockholders Agreement") he is required to vote the shares of Contran voting stock held in such trusts in the same manner as Ms. Simmons. Such voting rights of Ms. Simmons last through April 22, 2030 and are personal to Ms. Simmons. The remainder of Contran's outstanding voting stock is held by the Harold C. Simmons Family Trust No 2 (the "Family Trust"), which was established for the benefit of Ms. Simmons and her late sister and their children and for which for which Tolleson Private Bank serves as trustee (the "Trustee"). Ms. Simmons serves as chair of the Contran board of directors (the "Contran Board"), and one other member of Contran management also serves on the Contran Board. The Trustee of the Family Trust has the power to vote the shares of Contran stock held by the Family Trust and to direct the disposition of such shares subject to certain right-of-first-refusal limitations and restrictions as set forth in the Contran Stockholders Agreement. Ms. Simmons has the power to vote the shares of Contran stock she holds directly or indirectly (for the shares of Contran stock held by the Other Trusts for which she serves as trustee), and by virtue of the Contran Stockholders Agreement has the power to vote the shares of Contran stock held by the Other Trusts for which she does not serve as trustee. Ms. Simmons has the power to direct the disposition of the shares of Contran stock she holds directly or indirectly (for the shares of Contran stock held by the Other Trusts for which she serves as trustee) subject to certain right-of-first-refusal limitations and restrictions as set forth in the Contran Stockholders Agreement. Contran is the holder of the sole membership interest of Dixie Rice AgriculturalL.L.C. ("Dixie Rice") and may be deemed to control Dixie Rice. Ms. Simmons and the Family Trust directly hold, or are related to the following persons or entities that directly hold, the following percentages of the outstanding Class A Shares: NL Industries, Inc. ("NL")....................................86.9% Contran................................................Less than 1% Kronos Worldwide, Inc. ("Kronos Worldwide")............Less than 1% Ms. Simmons and the Family Trust directly hold, or are related to the following persons or entities that directly hold, the following percentages of the outstanding shares of NL common stock: Valhi, Inc. ("Valhi").........................................82.8% Kronos Worldwide.......................................Less than 1% Together, Valhi and Kronos Worldwide may be deemed to control NL. Ms. Simmons and the Family Trust directly hold, or are related to the following persons or entities that directly hold, the following percentages of the outstanding shares of Kronos Worldwide common stock: Valhi.........................................................50.2% NLKW Holding LLC ("NLKW").....................................30.5% Contran................................................Less than 1% Together, Valhi, NL (and its wholly owned subsidiary NLKW) and Contran may be deemed to control Kronos Worldwide. Ms. Simmons and the Family Trust directly hold, or related to the following persons or entities that directly hold, the following percentages of the outstanding shares of Valhi common stock: Dixie Rice....................................................91.5% Dixie Rice may be deemed to control Valhi. NL (including a wholly-owned subsidiary of NL) and Kronos Worldwide own 14,372,970 shares and 1,724,916 shares, respectively, of Valhi common stock. As stated above, Valhi is the direct holder of approximately 82.8% of the outstanding shares of common stock of NL and 50.2% of the outstanding shares of Kronos Worldwide common stock. As a result of Valhi's direct and indirect ownership of NL and Kronos Worldwide and pursuant to Delaware law and Section 13(d)(4) of the Exchange Act, Valhi treats the shares of Valhi common stock that NL and Kronos Worldwide own as treasury stock for voting purposes. For the purposes of this statement, such shares of Valhi common stock that NL and Kronos Worldwide hold are not deemed outstanding. By virtue of the stock ownership of each of Kronos Worldwide, NL, Valhi, Dixie Rice and Contran, Ms. Simmons being a beneficiary of the Family Trust, the direct holdings of Contran voting stock by Ms. Simmons, the voting rights conferred to Ms. Simmons by the Contran Stockholders Agreement with Contran shares, the position of chair of the Contran Board by Ms. Simmons, and the Family Trust's ownership of Contran voting stock, in each case as described above, (a) Ms. Simmons and the Family Trust (and the Trustee, in its capacity as trustee of the Family Trust) may be deemed to control Contran, Dixie Rice, Valhi, NL, Kronos Worldwide and CompX and (b) Ms. Simmons, the Family Trust (and the Trustee, in its capacity as trustee of the Family Trust), Contran, Dixie Rice, Valhi, NL and Kronos Worldwide may be deemed to possess indirect beneficial ownership of, and a pecuniary interest in, shares of common stock directly held by such entities, including any Class A Shares. However, Ms. Simmons and the Family Trust (and the Trustee) each disclaims beneficial ownership of, and such pecuniary interest in, such shares beneficially owned, directly or indirectly, by any of such entities, except to the extent of their direct beneficial ownership, if any, in shares of such entities.