0000059255-12-000306.txt : 20121221 0000059255-12-000306.hdr.sgml : 20121221 20121221193719 ACCESSION NUMBER: 0000059255-12-000306 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20121221 FILED AS OF DATE: 20121221 DATE AS OF CHANGE: 20121221 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: 121283340 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 X0306 4 2012-12-21 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 2012-12-20 4 J 0 6367017 D 0 I by TFMC Common stock, $0.01 par value per share 2012-12-21 4 P 0 1000 12.4499 A 1755563 D Common stock, $0.01 par value per share 2012-12-21 4 P 0 100 12.45 A 1755663 D Common stock, $0.01 par value per share 2012-12-21 4 P 0 841 12.70 A 1756504 D Common stock, $0.01 par value per share 2012-12-21 4 P 0 59 12.8599 A 1756563 D Common stock, $0.01 par value per share 818514 I By Spouse Common stock, $0.01 par value per share 314033148 I by VHC Common stock, $0.01 par value per share 1100541 I by CDCT Common stock, $0.01 par value per share 77745 I by Contran See Exhibit 99.1 - Description of Transaction Directly held by TIMET Finance Management Company. See the Additional Information filed as Exhibit 99.2 to this statement for a description of the relationship among the reporting persons. Directly held by Annette C. Simmons. See the Additional Information filed as Exhibit 99.2 to this statement for a description of the relationship among the reporting persons. Directly held by Valhi Holding Company. See the Additional Information filed as Exhibit 99.2 to this statement for a description of the relationship among the reporting persons. Directly held by the Contran Amended and Restated Deferred Compensation Trust. See the Additional Information filed as Exhibit 99.2 to this statement for a description of the relationship among the reporting persons. Directly held by Contran Corporation. See the Additional Information filed as Exhibit 99.2 to this statement for a description of the relationship among the reporting persons. Exhibit Index: Exhibit 99.1 Description of Transaction Exhibit 99.2 - Additional Information A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons 2012-12-21 A. Andrew R. Louis, Attorney-in-fact, for Contran Corporation 2012-12-21 A. Andrew R. Louis, Attorney-in-fact, for Valhi Holding Company 2012-12-21 A. Andrew R. Louis, Attorney-in-fact, for Dixie Rice Agriculture Corporation, Inc. 2012-12-21 EX-99 2 f4vhi121221hcs.htm EXHIBIT 99.1 DESCRIPTION OF TRANSACTION
F4vhi121221hcs

Exhibit 99.1

Description of Transaction



On November 20, 2012, Precision Castparts Corp. ("PCC")

initiated a cash tender offer by ELIT Acquisition Sub Corp., a

wholly owned subsidiary of PCC ("ELIT"), to purchase all of the

outstanding shares of common stock, par value $0.01 per share,

of Titanium Metals Corporation ("TIMET") at a purchase price of

$16.50 per share (the "Tender Offer").  On December 20, 2012,

the Tender Offer and the related withdrawal rights expired, ELIT

accepted for payment all shares that were validly tendered and

not withdrawn prior to the expiration of the Tender Offer and

TIMET became a majority owned subsidiary of PCC.



TIMET Finance Management Company, a wholly owned subsidiary of

TIMET ("TFMC"), owned 6,367,017 shares of the common stock of

the issuer at the time TIMET became a majority owned subsidiary of PCC.

Prior to such time, TIMET was an affiliate of Contran Corporation

("Contran") and its other affiliates.  At the time TIMET became

a majority owned subsidiary of PCC, Contran and its affiliates

no longer beneficially owned the 6,367,017 shares of the

issuer's common stock that was held directly by TFMC.



Pursuant to At Home Corp. v. Cox Communications, Inc. 466 F.3d

403 (2d Cir.), cert denied, 127 S. Ct. 384 (2006), Section 16(b)

of the Securities Exchange Act of 1934, as amended, does not

apply to dispositions of the shares of the issuer's common stock

held by TFMC resulting from the change in control of TIMET.





EX-99 3 f4vhi121221hcs2.htm EXHIBIT 99.2 ADDITIONAL INFORMATION
F4vhi121221hcs2

Exhibit 99.2

Additional Information



The following persons directly hold the following percentages of

the outstanding shares of common stock of the issuer, Valhi,

Inc. ("Valhi"):



Valhi Holding Company ("VHC")..............................92.6%

Harold Simmons Foundation, Inc. (the "Foundation")..........0.7%

Harold C. Simmons...........................................0.5%

Contran Amended and Restated Deferred

  Compensation  Trust "CDCT")...............................0.3%

Annette C. Simmons..........................................0.2%

The Combined Master Retirement Trust ("CMRT")...............0.1%

The Annette Simmons Grandchildren's Trust

  (the "Grandchildren's Trust") ..................less than 0.1%

Contran Corporation ("Contran")...................less than 0.1%



     The following persons directly hold the following

percentages of the outstanding shares of common stock of Kronos

Worldwide, Inc. ("Kronos"):



Valhi......................................................50.0%

NL Industries, Inc. ("NL")......>..........................30.4%

Annette C. Simmons..........................................0.8%

Harold C. Simmons...........................................0.7%

Contran...........................................less than 0.1%



     The following persons directly hold the following

percentages of the outstanding shares of common stock of NL:



Valhi......................................................83.0%

Harold C. Simmons...........................................2.2%

Annette C. Simmons..........................................0.9%

Kronos............................................less than 0.1%



     Dixie Rice Agricultural Corporation, Inc. ("Dixie Rice") is

the direct holder of 100% of the outstanding shares of common

stock of VHC. Contran is the holder of 100% of the outstanding

shares of 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 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.



     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.



     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 Kronos,

Valhi, 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, a subsidiary of

NL and Kronos directly own 10,814,370 shares, 3,558,600 shares

and 1,724,916 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 shares

of common stock of NL and 50.0% of the outstanding shares of

Kronos common stock.  As a result of Valhi's direct and indirect

ownership of NL, its subsidiary and Kronos, the reporting person

further understands that, pursuant to Delaware law, Valhi treats

the shares of Valhi common stock that NL, its subsidiary and

Kronos own as treasury stock for voting purposes. For the

purposes of this statement, such shares of Valhi common stock

that NL, its subsidiary and Kronos hold directly are not deemed

outstanding.



     Annette C. Simmons is the wife of Harold C. Simmons.  Mr.

Simmons may be deemed to share indirect beneficial ownership of

the shares that his wife holds directly.  Mr. Simmons disclaims

beneficial ownership of all securities that his wife holds

directly.  Mrs. Simmons disclaims beneficial ownership of all

shares she does not hold directly.



     The Grandchildren's Trust is a trust of which Harold C.

Simmons and his wife are trustees and the beneficiaries are the

grandchildren of his wife.  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.