-----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, P91RjmUBFZD8CT59Xah0r6DZUkJ3tkOEuwx8HPYvCo4TLxq3q+6Q5uZA6h18F3/U DM1lVuQjrJXqx8TKiyONOw== 0000072162-10-000014.txt : 20101216 0000072162-10-000014.hdr.sgml : 20101216 20101216180835 ACCESSION NUMBER: 0000072162-10-000014 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101214 FILED AS OF DATE: 20101216 DATE AS OF CHANGE: 20101216 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: 001-00640 FILM NUMBER: 101257889 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: NL INDUSTRIES INC CENTRAL INDEX KEY: 0000072162 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 135267260 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 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 COMPANY: FORMER CONFORMED NAME: NATIONAL LEAD CO DATE OF NAME CHANGE: 19710520 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: 001-00640 FILM NUMBER: 101257888 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: 001-00640 FILM NUMBER: 101257885 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: TITANIUM METALS CORP CENTRAL INDEX KEY: 0001011657 STANDARD INDUSTRIAL CLASSIFICATION: SECONDARY SMELTING & REFINING OF NONFERROUS METALS [3341] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-00640 FILM NUMBER: 101257883 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: DIXIE RICE AGRICULTURE CORP INC CENTRAL INDEX KEY: 0001074787 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-00640 FILM NUMBER: 101257887 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: TIMET FINANCE MANAGEMENT CO CENTRAL INDEX KEY: 0001074791 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-00640 FILM NUMBER: 101257890 BUSINESS ADDRESS: STREET 1: 1007 ORANGE ST STREET 2: SUITE 1414 CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 9722331700 MAIL ADDRESS: STREET 1: 1007 ORANGE ST STREET 2: SUITE 1414 CITY: WILMINGTON STATE: DE ZIP: 19801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KRONOS WORLDWIDE INC CENTRAL INDEX KEY: 0001257640 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-00640 FILM NUMBER: 101257884 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 FORMER NAME: FORMER CONFORMED NAME: KRONOS INC DATE OF NAME CHANGE: 20030730 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: 001-00640 FILM NUMBER: 101257886 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 2010-12-14 0000072162 NL INDUSTRIES INC NL 0001037854 SIMMONS HAROLD C 5430 LBJ FREEWAY, SUITE 1700 DALLAS TX 75240 1 1 1 0 Chairman of the Board and CEO 0000024240 CONTRAN CORP 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 0001338019 VALHI HOLDING CO 5430 LBJ FREEWAY, SUITE 1700 DALLAS TX 75240 0 0 1 0 0000059255 VALHI INC /DE/ 5430 LBJ FREEWAY, SUITE 1700 DALLAS TX 75240 0 0 1 0 0001257640 KRONOS WORLDWIDE INC 5430 LBJ FREEWAY, SUITE 1700 DALLAS TX 75240 0 0 1 0 0001011657 TITANIUM METALS CORP 5430 LBJ FREEWAY, SUITE 1700 DALLAS TX 75240 0 0 1 0 0001074791 TIMET FINANCE MANAGEMENT CO 5430 LBJ FREEWAY, SUITE 1700 DALLAS TX 75240 0 0 1 0 Common stock $0.125 par value 2010-12-14 4 J 0 39 11.2899 A 39 I by Kronos Common stock $0.125 par value 2010-12-14 4 J 0 961 11.29 A 1000 I by Kronos Common stock $0.125 par value 2010-12-14 4 J 0 1000 11.30 A 2000 I by Kronos Common stock $0.125 par value 40387531 I by Valhi Common stock $0.125 par value 222100 I by TFMC Common stock $0.125 par value 1007145 D Common stock $0.125 par value 292225 I by Spouse Opern market purchase by Kronos Worldwide, 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 Kronos Worldwide, 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 relationships among 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 among the persons joining in this filing. Directly held by the reporting person's spouse. Mr. Simmons disclaims beneficial ownership of any shares of the issuer's common stock that his spouse holds. Exhibit Index Exhibit 99 - Additional Information A. Andrew R. Louis, Secretary, for Contran Corporation 2010-12-16 A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons 2010-12-16 A. Andrew R. Louis, Secretary, for Dixie Rice Agricultural Corporation, Inc. 2010-12-16 A. Andrew R. Louis, Secretary, for Valhi Holding Company 2010-12-16 A. Andrew R. Louis, Secretary, for Valhi, Inc. 2010-12-16 A. Andrew R. Louis, Secretary, for Kronos Worldwide, Inc. 2010-12-16 A. Andrew R. Louis, Assistant Secretary, for Titanium Metals Corporation 2010-12-16 Gregory M. Swalwell, Vice President, for TIMET Finance Management Company 2010-12-16 EX-99 2 f4nl101214kro.htm ADDITIONAL INFORMATION
f4nl101214kro.txt



Exhibit 99 Additional Information





     Valhi, Inc. ("Valhi"), Harold C. Simmons, Annette C. Simmons, TIMET Finance

Management Company ("TFMC") and Kronos Worldwide, Inc. ("Kronos") are the direct

holders of approximately 83.0%, 2.1%, 0.6%, 0.5% and less than 0.1%,respectively,

of the outstanding shares of common stock of the issuer, NL Industries, Inc.

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



     Valhi, NL, Harold C. Simmons, TFMC, Annette C. Simmons and Contran

Corporation ("Contran") are the direct holders of approximately 50.0%, 30.4%,

0.4%, 0.1%, 0.1% and less than 0.1%, respectively, of the outstanding shares of

common stock of Kronos.



     Valhi Holding Company ("VHC"), Annette C. Simmons, The Combined Master

Retirement Trust (the "CMRT"), Harold C. Simmons, Kronos, NL, Valhi, Contran,

the Harold Simmons Foundation, Inc. (the "Foundation") and The Annette Simmons

Grandchildren's Trust (the "Grandchildren's Trust") are the holders of

approximately 24.9%, 12.1%, 8.6%, 3.1%, 1.4% 0.8%, 0.5%, 0.4%, less than 0.1%

and less than 0.1%, respectively, of the outstanding shares of common stock of

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

held by a subsidiary of NL.



     VHC, TFMC, the Foundation, the Contran Amended and Restated Deferred

Compensation Trust (the "CDCT"), Harold C. Simmons, Annette C. Simmons, the

CMRT, the Grandchildren's Trust and Contran are the direct holders of 92.3%,

1.3%, 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 Valhi.  Dixie Rice Agricultural

Corporation, Inc. ("Dixie Rice") is the direct holder of 100% 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 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 less than 0.1% of the outstanding shares of

TIMET common stock and 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 and chief executive officer of

the Foundation and may be deemed to control the Foundation.



     The CMRT directly holds approximately 8.6% of the outstanding shares of

TIMET common stock and 0.1% of the outstanding shares of Valhi common stock.

Contran sponsors the CMRT to permit 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. Contran's board of

directors selects the trustee and members 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.  He disclaims beneficial ownership of any

shares held by the CMRT, except to the extent of his individual vested

beneficial interest, if any, in the assets held by the CMRT.



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

the common stock of Valhi.  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.



     Harold C. Simmons is the chairman of the board and chief executive

officer of NL and the chairman of the board of each of Kronos, TIMET, Valhi,

VHC, 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 shares of

NL common stock that Valhi, Kronos and TFMC hold directly. However, Mr. Simmons

disclaims beneficial ownership of the shares of NL common stock beneficially

owned, directly or indirectly, by any of such entities.



     NL and a subsidiary of NL directly own 3,604,790 shares and 1,186,200

shares, respectively, of Valhi common stock.  Kronos directly owns 62,340 shares

of Valhi common stock.  As already discussed, Valhi is the direct holder of

83.0% of the outstanding shares of NL common stock and 50% of the outstanding

shares of Kronos common stock.  Pursuant to Delaware law, Valhi treats the

shares of Valhi common stock that NL, its subsidiary and Kronos own directly as

treasury stock for voting purposes and for the purposes of this statement are

not deemed outstanding.



     Annette C. Simmons, Harold C. Simmons' spouse, is the direct owner of

54,856 shares of Kronos common stock, 292,225 shares of NL common stock,

21,825,875 shares of TIMET common stock and 219,796 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 258,720 share of Kronos common

stock, 1,007,145 shares of NL common stock, 5,628,787 shares of TIMET common

stock and 343,183 shares of Valhi common stock.



     The Grandchildren's Trust of which Harold C. Simmons and his spouse are co-

trustees and the beneficiaries are the grandchildren of his spouse, is the

direct holder of 15,432 shares of TIMET common stock and 31,800 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 the trust holds. Mr. Simmons disclaims

beneficial ownership of any shares that this trust holds.

-----END PRIVACY-ENHANCED MESSAGE-----