-----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, NhUfKzwub7TgrNe6AlpqyvEJPB/luCEtPwu90KNS8bW4n6zxmTdG97g89nhF83DY xdXUhxfvKe3o1pWlCi79Kw== 0000059255-09-000206.txt : 20091104 0000059255-09-000206.hdr.sgml : 20091104 20091104185600 ACCESSION NUMBER: 0000059255-09-000206 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091102 FILED AS OF DATE: 20091104 DATE AS OF CHANGE: 20091104 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: 333-48391 FILM NUMBER: 091159067 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: VALHI INC /DE/ CENTRAL INDEX KEY: 0000059255 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 870110150 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 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 COMPANY: FORMER CONFORMED NAME: LLC CORP DATE OF NAME CHANGE: 19870329 FORMER COMPANY: FORMER CONFORMED NAME: LIBERTY LOAN CORP DATE OF NAME CHANGE: 19800414 4 1 edgar.xml PRIMARY DOCUMENT X0303 4 2009-11-02 0000059255 VALHI INC /DE/ VHI 0001037854 SIMMONS HAROLD C 5430 LBJ FREEWAY, SUITE 1700 DALLAS TX 75240 1 1 1 0 Chairman of the Board Common stock, $0.01 par value per share 2009-11-02 4 J 0 2165 9.00 A 203065 I by Spouse Common stock, $0.01 par value per share 180432 D Common stock, $0.01 par value per share 104773316 I by VHC Common stock, $0.01 par value per share 1269943 I by TFMC Common stock, $0.01 par value per share 366847 I by CDCT Common stock, $0.01 par value per share 11000 I by Contran Open market purchase by the reporting person's spouse. Directly held by the reporting person's spouse. The reporting person disclaims beneficial ownership of any shares of the issuer's common stock that his spouse holds. Directly held by Valhi Holding Company. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship to the reporting person. Directly held by TIMET Finance Management Company. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship to the reporting person. 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 to the reporting person. Directly held by Contran Corporation. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship to the reporting person. Exhibit Index: Exhibit 99 - Additional Information A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons 2009-11-04 EX-99 2 f4vhi091102hcs.htm ADDITIONAL INFORMATION
f4vhi091102hcs.txt



Exhibit 99

Additional Information



     Valhi Holding Company ("VHC"), TIMET Finance Management Company

("TFMC"), the Harold Simmons Foundation, Inc. (the "Foundation"), the Contran

Amended and Restated Deferred Compensation Trust (the "CDCT"), Harold C.

Simmons' spouse, Harold C. Simmons, The Combined Master Retirement Trust (the

"CMRT") and Contran Corporation ("Contran") are the direct holders of 92.2%,

1.1%, 0.9%, 0.3%, 0.2%, 0.2%, 0.1% and less than 0.1%, respectively, of the

common stock of the issuer, Valhi, Inc.

("Valhi").



     Titanium Metals Corporation ("TIMET") is the sole stockholder of TFMC.

VHC, Harold C. Simmons' spouse, the CMRT, Harold C. Simmons, NL Industries,

Inc. ("NL"), Valhi and the Foundation are the holders of 26.4%, 12.0%, 8.6%,

4.1%, 0.8%, 0.5% and 0.1%, respectively, of the outstanding common stock of

TIMET. NL's percentage ownership of TIMET common stock includes 0.3% directly

held by a subsidiary of NL. Valhi and TFMC are the direct holders of 83.1%

and 0.5%, respectively, of the outstanding common stock of NL. Dixie Rice

Agricultural Corporation, Inc. ("Dixie Rice") is the direct holder of 100% of

the outstanding common stock of VHC. Contran Corporation ("Contran") is the

holder of 100% of the outstanding common stock of Dixie Rice.



     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 Foundation directly holds approximately 0.9% of the outstanding

Valhi common stock and 0.1% of the outstanding TIMET 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 and may be

deemed to control the Foundation.



     The CDCT directly holds approximately 0.3% of the outstanding shares of

the common stock of the issuer.  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 the issuer's 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 and 8.6% of the outstanding TIMET common stock. Contran

sponsors the CMRT as a trust to permit 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.



     Mr. Harold C. Simmons is chairman of the board of Valhi, TIMET, VHC,

Dixie Rice and Contran, and chairman of the board and chief executive officer

of NL.



     By virtue of the offices held, the stock ownership and his services as

trustee, all as described above, (a) Mr. Simmons may be deemed to control

certain of such entities and (b) Mr. Simmons and certain of such entities may

be deemed to possess indirect beneficial ownership of, and a pecuniary

interest in, shares of common stock directly held by certain of such other

entities. However, Mr. Simmons disclaims such 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 his vested

beneficial interest, if any, in the shares the CDCT or the CMRT owns.



    The reporting person understands that NL and a subsidiary of NL directly

own 3,604,790 shares and 1,186,200 shares, respectively, of Valhi common

stock as of the date of this statement. As already stated, Valhi is the

direct holder of approximately 83.1% of the outstanding common stock of NL.

As a result of Valhi's direct and indirect ownership of NL and its

subsidiary, the reporting person further understands that, pursuant to

Delaware law, Valhi treats the shares of Valhi common stock that NL and its

subsidiary own as treasury stock for voting purposes. For the purposes of

this statement, such shares of Valhi common stock that NL and its subsidiary

hold directly are not deemed outstanding.



     Harold C. Simmons' spouse is the direct owner of 21,575,875 shares of

TIMET common stock, 292,225 shares of NL common stock and 203,065 shares of

Valhi common stock. Mr. Simmons may be deemed to share indirect beneficial

ownership of such shares. Mr. Simmons disclaims beneficial ownership of all

securities that his spouse holds directly.



     Mr. Harold C. Simmons is the direct owner of 7,416,787 shares of TIMET

common stock, 881,600 shares of NL common stock and 180,432 shares of Valhi

common stock.



     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

34,000 shares of Valhi common stock and 15,432 shares of TIMET common stock.

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 of Valhi common stock

that this trust holds.





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