-----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, SaVC3Zoi7i2lBDyju1BMoeyjoPFr2MqAl1LjMra6yFeXsDnRekGzyVeGiWZhMsij Mcom9Mkt7qAmWQiutwnVMw== 0000024240-07-000071.txt : 20071015 0000024240-07-000071.hdr.sgml : 20071015 20071015112636 ACCESSION NUMBER: 0000024240-07-000071 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071011 FILED AS OF DATE: 20071015 DATE AS OF CHANGE: 20071015 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: 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: 071171228 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: NOA INC CENTRAL INDEX KEY: 0001074789 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14368 FILM NUMBER: 071171231 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: SOUTHWEST LOUISIANA LAND CO INC CENTRAL INDEX KEY: 0001074790 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14368 FILM NUMBER: 071171232 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: 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: 001-14368 FILM NUMBER: 071171233 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: 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: 001-14368 FILM NUMBER: 071171234 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: 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: 071171236 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 GROUP INC CENTRAL INDEX KEY: 0001074793 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14368 FILM NUMBER: 071171230 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: 071171235 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: VALHI HOLDING CO CENTRAL INDEX KEY: 0001338019 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14368 FILM NUMBER: 071171229 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 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: 071171227 BUSINESS ADDRESS: BUSINESS PHONE: 972-233-1700 MAIL ADDRESS: STREET 1: 5430 LBJ FREEWAY, SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 4 1 f4tie101107_ex.xml X0202 4 2007-10-11 0 0001011657 TITANIUM METALS CORP TIE 0000024240 CONTRAN CORP 5430 LBJ FRWY SUITE 1700 DALLAS TX 75240 0 0 1 0 0000059255 VALHI INC /DE/ THREE LINCOLN CENTER 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 0001074787 DIXIE RICE AGRICULTURE CORP INC 600 PASQUIERE ST GUEYDAN LA 70542 0 0 1 0 0001074790 SOUTHWEST LOUISIANA LAND CO INC 402 CANAL ST HOUMA LA 70360 0 0 1 0 0001074789 NOA INC 5430 LBJ FREEWAY SUITE 1700 DALLAS TX 75240 0 0 1 0 0001074793 VALHI GROUP INC 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 0001037854 SIMMONS HAROLD C THREE LINCOLN CENTRE 5430 LBJ FREEWAY STE 1700 DALLAS TX 75240-2697 1 1 1 0 Chairman of the Board 0001302221 Simmons Annette C 5430 LBJ FREEWAY, SUITE 1700 DALLAS TX 75240 0 0 1 0 Common Stock, $.01 par value 2007-10-11 5 J 0 800000 D 882568 I by NL Common Stock, $.01 par value 2007-10-11 5 J 0 800000 A 826959 I by Valhi Common Stock, $.01 par value 566529 I by NL EMS Common Stock, $.01 par value 50195169 I by Valhi Holding Company Common Stock, $.01 par value 209857 I by CDCT In reliance on Rule 16a-13 promulgated by the U.S. Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, Contran Corporation is filing this statement to report that on October 11, 2007, NL Industries, Inc. sold 800,000 shares of common stock par value $0.01 per share, of the issuer to Valhi, Inc. at a purchase price of $33.50 per share. 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 NL Industries, Inc. 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 held by Valhi, Inc. 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 held by NL Environmental Management Services, Inc. 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 held 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 held by the Contran Amended and Restated Deferred Compensation Trust. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship among the persons joining in this filing. Harold C. Simmons, Annette C. Simmons and The Annette Simmons Grandchildren's Trust directly own 5,127,974 shares, 343,675 shares and 17,432 shares, respectively, of the issuer's common stock. Mr. and Mrs. Simmons each disclaims beneficial ownership of any shares of the issuer's common stock that he or she does not directly hold. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship of the trust to the persons joining in this filing and for a description of the relationship among the persons joining in this filing. A. Andrew R. Louis, Secretary, for Contran Corporation 2007-10-15 A. Andrew R. Louis, Secretary, for Valhi, Inc. 2007-10-15 A. Andrew R. Louis, Secretary, for National City Lines, Inc. 2007-10-15 A. Andrew R. Louis, Secretary, for Dixie Rice Agricultural Corporation, Inc. 2007-10-15 A. Andrew R. Louis, Secretary, for Southwest Louisiana Land Company, Inc. 2007-10-15 A. Andrew R. Louis, Secretary, for NOA, Inc. 2007-10-15 A. Andrew R. Louis, Secretary, for Valhi Group, Inc. 2007-10-15 A. Andrew R. Louis, Secretary, for Valhi Holding Company 2007-10-15 A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons 2007-10-15 A. Andrew R. Louis, Attorney-in-fact, for Annette C. Simmons 2007-10-15 EX-99 2 f4tie032607.txt ADDITIONAL INFORMATION Exhibit 99: Additional Exhibits 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 (the "Foundation"), the Contran Amended and Restated Deferred Compensation Trust, as amended, (the "CDCT"), and The Annette Simmons Grandchildren's Trust (the "Grandchildren's Trust") are the holders of approximately 30.9%, 11.6%, 9.5%, 3.2%, 0.5%, 0.5%, 0.3%, 0.2%, 0.1%, and less than 0.1%, respectively, of the outstanding shares of common stock of the issuer. The ownership of Ms. Simmons includes 20,824,200 shares of the issuer's common stock that she has the right to acquire upon exercise of 1,561,815 shares of the issuer's 6 3/4% Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), that she directly owns. The percentage ownership of the issuer's common stock held by Ms. Simmons assumes the full conversion of only the shares of Series A Preferred Stock owned by her. 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, the Foundation, the CDCT and the CMRT are the direct holders of 92.4%, 0.9%, 0.4% and 0.1% respectively, of the common stock of Valhi. Valhi Group, Inc. ("VGI"), National City Lines, Inc. ("National") and Contran Corporation ("Contran") are the holders of 87.4%, 10.3% and 2.3%, respectively, of the outstanding common stock of VHC. National, NOA, Inc. ("NOA") and Dixie Rice Agricultural Corporation, Inc. ("Dixie Rice") 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 Louisiana Land Company, Inc. ("Southwest") are the direct holders of approximately 49.9% and 50.1%, respectively, of the outstanding common stock of NOA. Contran is the holder of 100% of the outstanding common stock of Dixie Rice and 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 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 any shares of Contran stock that the Trusts hold. The CMRT directly holds approximately 9.5% 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 0.2% of the outstanding shares of the issuer's common stock and 0.9% of the outstanding 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 directly holds approximately 0.1% of the outstanding shares of the issuer's common stock and 0.4% of the outstanding 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 Valhi 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. NL and NL EMS directly own 3,522,967 shares and 1,186,200 shares, respectively, of Valhi 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, VGI, National, NOA, 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 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 and his interest as a beneficiary of the CDCT No. 2. Other than securities that she holds directly, Ms. Simmons disclaims beneficial ownership of 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 343,675 shares of the issuer's common stock, 1,561,815 shares of the Series A Preferred Stock, 269,775 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 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 5,127,974 shares of the issuer's common stock, 555,300 shares of NL common stock and 3,383 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 17,432 shares of the issuer's common stock and 36,500 shares of Valhi common stock. Mr. Simmons, as co-trustee of this trust, has the power to vote and direct the disposition of the shares of the Valhi common stock the trust holds. Mr. Simmons and his spouse each disclaims beneficial ownership of any shares of the Valhi common stock that this trust holds. -----END PRIVACY-ENHANCED MESSAGE-----