-----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, CaaTZ2qmwU1vUUjNLp7nn/vz59zDbJDxoIyrgI+eheQz5lFkqcRsYqFYmOKcc0JE 3fsmIYepWeE6r8gZpY7aWw== 0001037854-05-000012.txt : 20050830 0001037854-05-000012.hdr.sgml : 20050830 20050830204141 ACCESSION NUMBER: 0001037854-05-000012 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050826 FILED AS OF DATE: 20050830 DATE AS OF CHANGE: 20050830 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: 051060001 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: 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 4 1 hcs50829nl_ex.xml X0202 4 2005-08-26 0 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 & CEO Common stock $0.125 par value 2008-08-26 4 P 0 200 12.65 A 28000 D Common stock $0.125 par value 2008-08-26 4 P 0 200 12.68 A 28200 D Common stock $0.125 par value 2008-08-26 4 P 0 200 12.7 A 28400 D Common stock $0.125 par value 2008-08-26 4 P 0 4400 12.75 A 32800 D Common stock $0.125 par value 2008-08-26 4 P 0 300 12.8 A 33100 D Common stock $0.125 par value 2008-08-26 4 P 0 600 12.9 A 33700 D Common stock $0.125 par value 2008-08-26 4 P 0 200 12.92 A 33900 D Common stock $0.125 par value 2008-08-26 4 P 0 200 12.94 A 34100 D Common stock $0.125 par value 2008-08-26 4 P 0 800 12.95 A 34900 D Common stock $0.125 par value 2008-08-26 4 P 0 200 12.96 A 35100 D Common stock $0.125 par value 2008-08-26 4 P 0 16000 13 A 51100 D Common stock $0.125 par value 2008-08-29 4 P 0 300 13.54 A 51400 D Common stock $0.125 par value 2008-08-29 4 P 0 9600 14 A 61000 D Common stock $0.125 par value 2008-08-29 4 P 0 1500 13.46 A 62500 D Common stock $0.125 par value 2008-08-29 4 P 0 5400 13.25 A 67900 D Common stock $0.125 par value 40350931 I by Valhi Common stock $0.125 par value 222100 I by TFMC Common stock $0.125 par value 109575 I by Spouse Directly held by Valhi, Inc. See the Additional Information filed as an exhibit 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 an exhibit 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. See the Additional Purchase Information filed as Exhibit 99.2 for additional information regarding trades in the issuer's common stock by the reporting person's spouse on August 29, 2005. Exhibit Index 99.1 Additional Ownership Information 99.2 Additional Purchase Information A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons 2005-08-31 EX-99 2 acspurchases50829.txt EXHIBIT 99.2 ADDITIONAL PURCHASE INFORMATION Exhibit 99.2 Additional Purchase Information The reporting person's spouse executed the following trades in the issuer's common stock.
Amount of Ownership Securities Owned Form Securities Acquired Following Reported Direct (eD)or Transaction or Disposed of Transaction(s) Indirect (I) Date Code Amount A or D Price (Instr. 3 and 4) (Instr. 4) - --------- ---- ------ ------ -------- ---------------- ------------ 08/29/2005 J 5,400 A $13.2500 74,875 I 08/29/2005 J 600 A $13.2600 75,475 I 08/29/2005 J 1,100 A $13.2800 76,575 I 08/29/2005 J 500 A $13.2900 77,075 I 08/29/2005 J 2,000 A $13.3000 79,075 I 08/29/2005 J 300 A $13.3400 79,375 I 08/29/2005 J 1,500 A $13.4600 80,875 I 08/29/2005 J 2,600 A $13.4700 83,475 I 08/29/2005 J 200 A $13.4800 83,675 I 08/29/2005 J 200 A $13.5000 83,875 I 08/29/2005 J 900 A $13.5300 84,775 I 08/29/2005 J 900 A $13.5500 85,675 I 08/29/2005 J 1,200 A $13.9600 86,875 I 08/29/2005 J 100 A $13.9700 86,975 I 08/29/2005 J 1,400 A $13.9900 88,375 I 08/29/2005 J 100 A $13.6000 88,475 I 08/29/2005 J 1,300 A $13.6300 89,775 I 08/29/2005 J 3,200 A $13.6500 92,975 I 08/29/2005 J 2,100 A $13.7000 95,075 I 08/29/2005 J 5,100 A $13.7500 100,175 I 08/29/2005 J 500 A $13.8000 100,675 I 08/29/2005 J 100 A $13.8100 100,775 I 08/29/2005 J 1,300 A $13.8200 102,075 I 08/29/2005 J 100 A $13.8800 102,175 I 08/29/2005 J 200 A $13.8900 102,375 I 08/29/2005 J 5,100 A $13.9000 107,475 I 08/29/2005 J 600 A $13.9100 108,075 I 08/29/2005 J 1,000 A $13.9200 109,075 I 08/29/2005 J 400 A $13.9400 109,475 I 08/29/2005 J 100 A $13.9500 109,575 I
EX-99 3 hcs50829nl.htm EXHIBIT 99.1 ADDITIONAL OWNERSHIP INFORMATION Additional Information

Exhibit 99.1

Additional Ownership Information

        Valhi, Inc. (“Valhi”), and TIMET Finance Management Company (“TFMC”), Harold C. Simmons' spouse and Harold C. Simmons are the direct holders of approximately 83.1%, 0.5%, 0.2% and 0.1%, respectively, of the outstanding common stock of the issuer, NL Industries, Inc. (“NL”). Titanium Metals Corporation (“TIMET”) is the sole stockholder of TFMC.

Tremont LLC (“Tremont”), Harold C. Simmons' spouse, The Combined Master Retirement Trust (the “CMRT”), Valhi and Harold C. Simmons are the direct holders of approximately 39.4%, 14.6%, 12.0%, 4.5% and 1.4% of the outstanding shares of TIMET common stock. The ownership of Ms. Simmons is based on the 1,600,000 shares of the 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, which are convertible into 2,666,666 shares of the TIMET's common stock. The ownership of Valhi includes 24,500 shares of the TIMET's common stock that Valhi has the right to acquire upon conversion of 14,700 shares of Series A Preferred Stock that Valhi directly holds. The percentage ownership of the TIMET's common stock held by Ms. Simmons and Valhi assumes the full conversion of only the shares of Series A Preferred Stock owned by her or Valhi, respectively.

Valhi is the sole member of Tremont. Valhi Holding Company (“VHC”), the Harold Simmons Foundation, Inc. (the “Foundation”), the Contran Deferred Compensation Trust No. 2 (the “CDCT No. 2”) and the CMRT are the direct holders of 91.0%, 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 Holding Company (“Dixie Holding”) 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. Dixie Rice Agricultural Corporation, Inc. (“Dixie Rice”) is the direct holder of 100% of the outstanding common stock of Dixie Holding. Contran is the holder of 100% of the outstanding common stock of Dixie Rice. Contran is also the holder of approximately 88.9% of the outstanding common stock of 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 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.

        Harold C. Simmons is the chairman of the board and chief executive officer of the issuer and the chairman of the board of each of Tremont, Valhi, VHC, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest and Contran.

        The Foundation directly holds approximately 0.9% of the outstanding 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 CDCT No. 2 directly holds approximately 0.4% of the outstanding Valhi common stock. U.S. Bank National Association serves as the trustee of the CDCT No. 2. Contran established the CDCT No. 2 as an irrevocable “rabbi trust” to assist Contran in meeting certain deferred compensation obligations that it owed to Harold C. Simmons. If the CDCT No. 2 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 No. 2, Contran (i) retains the power to vote the shares of Valhi common stock held directly by the CDCT No. 2; (ii) retains dispositive power over such shares and (iii) may be deemed the indirect beneficial owner of such shares.

        The CMRT directly holds approximately 12.0% of the outstanding shares of TIMET common stock and 0.1% of the outstanding shares of Valhi common stock. Valhi established the CMRT to permit the collective investment by master trusts that maintain the assets of certain employee benefit plans Valhi 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. Valhi’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.

        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 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 3,522,967 shares and 1,186,200 shares, respectively, of Valhi common stock. Pursuant to Delaware law, Valhi treats the shares of Valhi common stock that NL and the subsidiary of NL own directly as treasury stock for voting purposes and for the purposes of this statement are not deemed outstanding.

        Harold C. Simmons' spouse is the direct owner of 1,600,000 shares of the Series A Preferred stock, 109,575 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 71,900 shares of the issuer's common stock (including options exerciseable for 4,000 shares), 221,200 shares of TIMET common stock and 3,383 shares of Valhi common stock.

        A 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 40,000 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 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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