-----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, JRmWwkZNuoiHfeTrmXLcFQjjEMAC6yXsOX3NlEvhW3JLwAhfQ260S06Os4Zz5iCd X63XI3S1MdZ+DmyWuAgolw== 0000024240-07-000082.txt : 20071030 0000024240-07-000082.hdr.sgml : 20071030 20071030163225 ACCESSION NUMBER: 0000024240-07-000082 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071026 FILED AS OF DATE: 20071030 DATE AS OF CHANGE: 20071030 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: 071199970 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 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 GROUP INC CENTRAL INDEX KEY: 0001074793 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13905 FILM NUMBER: 071199972 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: 001-13905 FILM NUMBER: 071199979 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 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: 071199978 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: 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: 071199975 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: 071199974 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: 071199977 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: NOA INC CENTRAL INDEX KEY: 0001074789 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13905 FILM NUMBER: 071199973 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: 001-13905 FILM NUMBER: 071199976 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: VALHI HOLDING CO CENTRAL INDEX KEY: 0001338019 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13905 FILM NUMBER: 071199971 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 f4compx071030_ex.xml X0202 4 2007-10-26 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/ THREE LINCOLN CENTER 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 0000069972 NATIONAL CITY LINES INC 5430 LBJ FREEWAY SUITE 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 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 0 0 1 0 Class A common stock, par value $0.01 per share 2007-10-26 4 J 0 483600 D 0 I By TFMC Class A common stock, par value $0.01 per share 2007-10-26 4 J 0 2586820 D 0 I By CGI Class B common stock, par value $0.01 per share 2007-10-26 4 J 0 10000000 D 0 I By CGI Class A common stock, par value $0.01 per share 2007-10-26 4 J 0 374000 A 755004 I By NL Class B common stock, par value $0.01 per share 2007-10-26 4 J 0 10000000 A 10000000 I By NL On October 26, 2007, the issuer purchased (the "Stock Purchase") from TIMET Finance Management Company ("TFMC") pursuant to a Stock Purchase Agreement dated October 16, 2007 483,600 shares of the issuer's class A common stock ("Class A Common Stock") for a purchase price of $19.50 per share that was paid in the form of a promissory note in the original principal amount of $9,430,200 payable by the issuer to TFMC (the "Stock Purchase Promissory Note"). Pursuant to Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, the issuer's board of directors exempted the sale and purchase in the Stock Purchase from Section 16(b). Formerly held by TFMC. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship of TFMC to the persons joining in this filing. On October 26, 2007, CompX Group, Inc. ("CGI") merged (the "Merger") with and into CompX KDL LLC, a wholly owned subsidiary of the issuer that survived the Merger ("CompX KDL"). Pursuant to the Merger, among other things, 2,586,820 shares of Class A Common Stock and 10.0 million shares of the issuer's class B common stock, par value $0.01 per share (the "Class B Common Stock"), owned by CGI immediately prior to Merger were automatically canceled and the issuer issued to NL Industries, Inc., a former stockholder of CGI that is related to the issuer ("NL"), 374,000 new shares of CompX Class A Common Stock and 10,000,000 new shares of CompX Class B Common Stock. Pursuant to Rule 16b-3, the issuer's board of directors exempted the cancellation in the Merger of the shares of Class A and Class B Common Stock formerly held by CGI and the issuance in the Merger of the Class A and Class B Common Stock to NL. Formerly held by CGI. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship of CGI to the persons joining in this filing. Directly held by NL. 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 66,900 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. Exhibit Index Exhibit 99 - Additional Information A. Andrew R. Louis, Secretary, for Contran Corporation 2007-10-30 A. Andrew R. Louis, Secretary, for Valhi, Inc. 2007-10-30 A. Andrew R. Louis, Secretary, for Dixie Rice Agricultural Corporation, Inc. 2007-10-30 A. Andrew R. Louis, Secretary, for Southwest Louisiana Land Company, Inc. 2007-10-30 A. Andrew R. Louis, Secretary, for National City Lines, Inc. 2007-10-30 A. Andrew R. Louis, Secretary, for NL Industries, Inc. 2007-10-30 A. Andrew R. Louis, Secretary, for NOA, Inc. 2007-10-30 A. Andrew R. Louis, Secretary, for Valhi Group, Inc. 2007-10-30 A. Andrew R. Louis, Secretary, for Valhi Holding Company 2007-10-30 A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons 2007-10-30 EX-99 2 additionalinformation.txt Additional Information Exhibit 99 - Additional Information NL Industries, Inc. ("NL"), Harold C. Simmons and his spouse, Annette C. Simmons, are the direct holders of 29.9%, 2.6% and 0.8% respectively, of the outstanding shares of class A common stock, par value $0.01 per share (the "Class A Common Stock"), of the issuer. NL directly 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 issuers Registration Statement on Form S-1 (File No. 333- 42643). As a result of its ownership of all of the Class B Common Stock, NL currently holds approximately 85.9% of the combined voting power (98.3% for the election of directors) of all classes of voting stock of the issuer. Valhi, Inc. ("Valhi") is the direct holder of 83.1% of the outstanding common stock of NL. Valhi Holding Company ("VHC"), the Harold Simmons Foundation, Inc. (the "Foundation"), the Contran Amended and Restated Deferred Compensation Trust (the "CDCT") and The Combined Master Retirement Trust (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 direct 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 direct 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 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 directly holds approximately 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. The CMRT directly holds approximately 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. 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. NL and a subsidiary of NL directly own 3,522,967 shares and 1,186,200 shares, respectively, of Valhi common stock. As already discussed, Valhi is the direct holder of approximately 83.1% of the outstanding common stock of NL. Pursuant to Delaware law, Valhi treats the shares of Valhi common stock that 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 chairman of the board of Valhi, VHC, VGI, National, NOA, 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 NL. However, Mr. Simmons disclaims such beneficial ownership of the shares of Class A or Class B Common Stock beneficially owned directly by NL. Harold C. Simmons' spouse is the direct owner of 20,000 shares of Class A Common 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 securities. Mr. Simmons disclaims beneficial ownership of all securities that his spouse holds directly. Mr. Harold C. Simmons is the direct owner of 66,900 shares of Class A Common Stock, 555,300 shares of NL common stock and 3,383 shares of Valhi common stock. The Annette Simmons Grandchildren's Trust (the "Grandchildren's 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 36,500 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 Valhi common stock the trust holds. Mr. Simmons disclaims beneficial ownership of any shares that this trust holds. TIMET Finance Management Company ("TFMC") is the direct holder of 0.5% of the outstanding common stock of NL. Titanium Metals Corporation ("TIMET") is the direct holder of 100% of the outstanding common stock of TFMC. VHC, Annette C. Simmons, the CMRT, Harold C. Simmons, NL, Valhi, the Foundation, 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%, 0.9%, 0.5%, 0.2%, 0.1% and less than 0.1%, respectively, of the outstanding shares of TIMET common stock. The ownership of Ms. Simmons includes 20,824,200 shares of TIMET common stock that she has the right to acquire upon exercise of 1,561,815 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. The percentage ownership of TIMET common stock held by Ms. Simmons assumes the full conversion of only the shares of Series A Preferred Stock owned by her. The percentage ownership of TIMET common stock owned by NL includes 0.3% of the outstanding shares of TIMET common stock that is owned by a subsidiary of NL. Immediately prior to the Merger on October 26, 2007 of CompX Group, Inc. ("CGI") into CompX KDL LLC, NL and TFMC were the direct holders of 82.4% and 17.6%, respectively, of the outstanding common stock of C -----END PRIVACY-ENHANCED MESSAGE-----