| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
KRONOS WORLDWIDE INC [ KRO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/30/2004 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock $0.01 par value | 11/30/2004 | J(1) | 5,517,073 | D | (1) | 18,564,055 | I | by NL(2) | ||
| Common Stock $0.01 par value | 11/30/2004 | J(1) | 5,517,073 | A | (1) | 22,101,443 | I | by Valhi(3) | ||
| Common Stock $0.01 par value | 5,311,899 | I | by Tremont(4) | |||||||
| Common Stock $0.01 par value | 2,850 | I | by TFMC(5) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. In reliance on Rule 16a-13 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, on November 30, 2004, NL Industries, Inc. ("NL") transferred 5,517,073 shares of common stock, par value $0.01 per share, of the issuer to Valhi, Inc. ("Valhi") at a value of $41.00 per share in satisfaction of certain income tax liabilities NL owed to Valhi under the terms of the tax agreement among NL, Valhi and Contran Corporation. See the Additional Information filed as Exhibit 99 to this report for a description of the relationships among the issuer and these reporting persons. |
| 2. Directly held by NL Industries, 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. |
| 3. Directly held by Valhi, 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. |
| 4. Directly held by Tremont LLC. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the persons joining in this filing. |
| 5. 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. |
| Remarks: |
| Mr. Harold C. Simmons and his spouse directly hold 3,984 and 35,622 shares, respectively, of the 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 Valhi Group, Inc., 5430 LBJ Freeway, Suite 1700, Dallas, TX 75240 By: /s/ A. Andrew R. Louis, Secretary (executed 12/02/2004), Dixie Holding Company, 5430 LBJ Freeway, Suite 1700, Dallas, TX 75240 By: /s/ A. Andrew R. Louis, Secretary (executed 12/02/2004) and NOA, Inc. 5430 LBJ Freeway, Suite 1700, Dallas, TX 75240 By: /s/ A. Andrew R. Louis, Secretary (executed 12/02/2004). See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the persons joining in this filing. |
| A. Andrew R. Louis, Secretary, for Contran Corporation | 12/02/2004 | |
| A. Andrew R. Louis, Assistant Secretary, for NL Industries, Inc. | 12/02/2004 | |
| A. Andrew R. Louis, Secretary, for Valhi, Inc. | 12/02/2004 | |
| A. Andrew R. Louis, Secretary, for Tremont LLC. | 12/02/2004 | |
| A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons | 12/02/2004 | |
| A. Andrew R. Louis, Secretary, for National City Lines, Inc. | 12/02/2004 | |
| A. Andrew R. Louis, Assistant Secretary, for Titanium Metals Corporation | 12/02/2004 | |
| A. Andrew R. Louis, Secretary, for Dixie Rice Agricultural Corporation, Inc. | 12/02/2004 | |
| Gregory M. Swalwell, Vice President, for TIMET Finance Management Company | 12/02/2004 | |
| A. Andrew R. Louis, Secretary, for Southwest Louisiana Land Company, Inc. | 12/02/2004 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||