-----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, JGm5/m2ccg15ETbjdUFOU8DXsE4Dy7uuJymIz38+MjgU0TsSr5doxEWkpURCg2lZ gYiIkKixHiFACP9N1l689A== 0000059255-10-000143.txt : 20100826 0000059255-10-000143.hdr.sgml : 20100826 20100826183131 ACCESSION NUMBER: 0000059255-10-000143 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100826 FILED AS OF DATE: 20100826 DATE AS OF CHANGE: 20100826 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: 101041605 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 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: 333-48391 FILM NUMBER: 101041604 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: DIXIE RICE AGRICULTURE CORP INC CENTRAL INDEX KEY: 0001074787 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 333-48391 FILM NUMBER: 101041602 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 HOLDING CO CENTRAL INDEX KEY: 0001338019 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 333-48391 FILM NUMBER: 101041603 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 edgar.xml PRIMARY DOCUMENT X0303 4 2010-08-26 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 0000024240 CONTRAN CORP 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 0001074787 DIXIE RICE AGRICULTURE CORP INC 5430 LBJ FREEWAY, SUITE 1700 DALLAS TX 75240 0 0 1 0 Common Stock, $0.01 par value per share 2010-08-26 4 J 0 1900 16.80 A 1354946 I by TFMC Common Stock, $0.01 par value per share 2010-08-26 4 J 0 294 16.86 A 1355240 I by TFMC Common Stock, $0.01 par value per share 2010-08-26 4 J 0 97 16.87 A 1355337 I by TFMC Common Stock, $0.01 par value per share 2010-08-26 4 J 0 200 16.89 A 1355537 I by TFMC Common Stock, $0.01 par value per share 2010-08-26 4 J 0 1200 16.8999 A 1356737 I by TFMC Common Stock, $0.01 par value per share 2010-08-26 4 J 0 1409 16.90 A 1358146 I by TFMC Common Stock, $0.01 par value per share 2010-08-26 4 J 0 11 17.00 A 1358157 I by TFMC Common Stock, $0.01 par value per share 2010-08-26 4 J 0 353 17.14 A 1358510 I by TFMC Common Stock, $0.01 par value per share 2010-08-26 4 J 0 23 17.1499 A 1358533 I by TFMC Common Stock, $0.01 par value per share 2010-08-26 4 J 0 3300 17.15 A 1361833 I by TFMC Common Stock, $0.01 par value per share 2010-08-26 4 J 0 300 17.18 A 1362133 I by TFMC Common Stock, $0.01 par value per share 2010-08-26 4 J 0 1200 17.1999 A 1363333 I by TFMC Common Stock, $0.01 par value per share 2010-08-26 4 J 0 3000 17.20 A 1366333 I by TFMC Common Stock $0.01 par value 104813316 I by VHC Common Stock $0.01 par value 366847 I by CDCT Common Stock $0.01 par value 343183 D Common Stock $0.01 par value 203065 I by Spouse Common Stock $0.01 par value 15000 I by Contran Open market purchase by TIMET Finance Management Company. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships to the persons joining in this filing. Directly held by TIMET Finance Management Company. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships to 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 relationships to the persons joining in this filing. Directly held by the reporting person's wife. Mr. Simmons disclaims beneficial ownership of any shares of the issuer's common stock that his wife holds. 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 Contran Corporation. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship among the persons joining in this filing. Exhibit Index: Exhibit 99 - Additional Information A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons 2010-08-26 A. Andrew R. Louis, Secretary, for Contran Corporation 2010-08-26 A. Andrew R. Louis, Secretary, for Valhi Holding Company 2010-08-26 A. Andrew R. Louis, Secretary, for Dixie Rice Agricultural Corporation, Inc. 2010-08-26 EX-99 2 f4vhi100826tfmc.htm ADDITIONAL INFORMATION
f4vhi100826tfmc.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, Annette C.

Simmons, the Combined Master Retirement Trust (the "CMRT"), The Annette Simmons

Grandchildren's Trust (the "Grandchildren's Trust") and Contran Corporation

("Contran") are the direct holders of 92.3%, 1.2%, 0.9%, 0.3%, 0.3%, 0.2%, 0.1%,

less than 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, Annette C. Simmons, the CMRT, Harold C. Simmons,

NL Industries, Inc. ("NL"), Valhi, Contran, the Foundation and the

Grandchildren's Trust are the holders of 24.9%, 11.3%, 8.6%, 4.1%, 0.8%, 0.5%,

0.4%, less than 0.1% and less than 0.1% 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 83.0% 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 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 shares

of Valhi common stock and less than 0.1% of the outstanding shares of 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 CMRT directly holds approximately 0.1% of the outstanding shares of

Valhi common stock and 8.6% of the outstanding shares of 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.



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

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 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.



     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 and the CMRT hold directly.



     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 83.0% 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.



     Annette  C. Simmons is the wife of Harold C. Simmons and is the direct

owner of 20,401,875 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 wife holds directly.



     Mr. Harold C. Simmons is the direct owner of 7,442,787 shares of TIMET

common stock, 1,000,200 shares of NL common stock and 343,183 shares of Valhi

common stock.



     The Grandchildren's Trust, of which Harold C. Simmons and his wife are

trustees and the beneficiaries are the grandchildren of his wife, is the direct

holder of 31,800 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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