View:
Download DOC
Download PDF
SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SIMMONS HAROLD C
(Last) (First) (Middle)
5430 LBJ FREEWAY, SUITE 1700
(Street)
DALLAS TX 75240
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
KRONOS WORLDWIDE INC [ KRO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman of the Board
3. Date of Earliest Transaction (Month/Day/Year)
12/20/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common stock, $0.01 par value per share 12/20/2012 J(1) 373,334 D (1) 0 I by TFMC(2)
Common stock, $0.01 par value per share 777,840 D
Common stock, $0.01 par value per share 882,876 I By Spouse(3)
Common stock, $0.01 par value per share 57,990,042 I By Valhi(4)
Common stock, $0.01 par value per share 35,219,270 I By NL(5)
Common stock, $0.01 par value per share 5,372 I By Contran(6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. See Exhibit 99.1 - Description of Transaction
2. 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.
3. 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.
4. Directly held by Valhi, Inc. See the Additional Information filed as Exhibit 99.2 to this statement for a description of the relationship among the reporting persons.
5. Directly held by NL Industries, Inc. See the Additional Information filed as Exhibit 99.2 to this statement for a description of the relationship among the reporting persons.
6. 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.
Remarks:
Exhibit Index: Exhibit 99.1 Description of Transaction Exhibit 99.2 - Additional Information
A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons 12/21/2012
A. Andrew R. Louis, Attorney-in-fact, for Contran Corporation 12/21/2012
A. Andrew R. Louis, Attorney-in-fact, for Dixie Rice Agriculture Corporation, Inc. 12/21/2012
A. Andrew R. Louis, Attorney-in-fact, for Valhi Holding Company 12/21/2012
A. Andrew R. Louis, Attorney-in-fact, for Valhi, Inc. 12/21/2012
A. Andrew R. Louis, Attorney-in-fact, for NL Industries, Inc. 12/21/2012
A. Andrew R. Louis, Attorney-in-fact, for Kronos Worldwide, Inc. 12/21/2012
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
F4kro121221hcs

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 373,334 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 373,334 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.






F4kro121221hcs2

Exhibit 99.2

Additional Information



    The following persons directly hold the following percentages of the

outstanding shares of common stock of Kronos Worldwide, Inc. ("Kronos"):



Valhi, Inc. ("Valhi")........................................50.0%

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

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

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

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



     The following persons directly hold the following percentages of the

outstanding shares of common stock of 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.............................................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 Valhi'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.