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
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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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|
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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*
| THREE LINCOLN CENTER |
| 5430 LBJ FREEWAY SUITE 1700 |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
KRONOS WORLDWIDE INC
[ KRO ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
|
Officer (give title below) |
|
Other (specify below) |
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|
3. Date of Earliest Transaction
(Month/Day/Year)
12/12/2003
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
|
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Stock $0.01 par value |
12/12/2003 |
|
P |
|
1,800 |
A |
$17
|
15,069,495 |
D |
|
| Common Stock $0.01 par value |
12/12/2003 |
|
P |
|
200 |
A |
$16.86
|
15,069,695 |
D |
|
| Common Stock $0.01 par value |
12/12/2003 |
|
P |
|
2,000 |
A |
$17.48
|
15,071,695 |
D |
|
| Common Stock $0.01 par value |
12/12/2003 |
|
P |
|
7,100 |
A |
$17.5
|
15,078,795 |
D |
|
| Common Stock $0.01 par value |
12/12/2003 |
|
P |
|
400 |
A |
$17.1
|
15,079,195 |
D |
|
| Common Stock $0.01 par value |
12/12/2003 |
|
P |
|
500 |
A |
$17.25
|
15,079,695 |
D |
|
| Common Stock $0.01 par value |
|
|
|
|
|
|
|
25,061,007 |
I |
by NL
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| Common Stock $0.01 par value |
|
|
|
|
|
|
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5,107,770 |
I |
by Tremont LLC
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
|
9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
|
|
| Remarks: |
|
|
By: A. Andrew R. Louis, Secretary For: Valhi, Inc. |
12/15/2003 |
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** 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. |
Additional Information
NL, Industries, Inc. ("NL"), Valhi, Inc. ("Valhi") and Tremont LLC
("Tremont") are the holders of 51.2%, 30.8% and 10.4%, respectively, of the
outstanding shares of common stock, par value $0.01 per share ("Common
Stock"), of the issuer.
Valhi and Tremont are the direct holders of approximately 63.1% and 21.4%,
respectively, of the outstanding common stock of NL. Valhi is the direct
holder of 100% of the membership interests of Tremont. Valhi Group, Inc.
("VGI"), National City Lines, Inc. ("National"), Contran, the Harold Simmons
Foundation, Inc. (the "Foundation"), the Contran Deferred Compensation Trust
No. 2 (the "CDCT No. 2") and The Combined Master Retirement Trust (the
"CMRT") are the direct holders of approximately 77.6%, 9.1%, 3.1%, 1.3%, 0.4%
and 0.1%, respectively, of the outstanding shares of Valhi common stock.
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 48.9% and 51.1%,
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 and 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. 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.
Harold C. Simmons is the chairman of the board and chief executive officer of
each of the issuer and NL and the chairman of the board of each of Tremont,
Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest and Contran.
The Foundation directly holds approximately 1.3% 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 of the
Foundation.
The CDCT No. 2 directly holds approximately 0.4% of the outstanding shares of
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 owes 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 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. Harold C. Simmons disclaims beneficial
ownership of the shares of Valhi common stock 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 services
as trustee, all as described above, (a) Harold C. Simmons may be deemed to
control such entities and (b) Mr. Simmons and certain of such entities may be
deemed to possess indirect beneficial ownership of shares directly held by
certain of such other entities. However, Mr. Simmons disclaims such
beneficial ownership of the shares beneficially owned directly or indirectly
by any of such entities, except to the extent of his vested beneficial
interest, if any, in shares held by the CMRT and his interest as a
beneficiary of the CDCT No. 2. Mr. Harold Simmons disclaims beneficial
ownership of all shares Common Stock that NL directly holds.
Harold C. Simmons' spouse is the direct owner of 34,737 shares of Common
Stock and 69,475 shares of NL common stock. Mr. Simmons may be deemed to
share indirect beneficial ownership of such shares. Mr. Simmons disclaims
all such beneficial ownership.
Harold C. Simmons directly holds 3,000 shares of Common Stock, 14,000 shares
of NL common stock (including stock options exercisable for 8,000 shares) and
3,383 shares of Valhi common stock.
Valmont Insurance Company ("Valmont"), NL and a subsidiary of NL directly own
1,000,000, 3,522,967 and 1,186,200 shares of Valhi common stock,
respectively. Valhi is the direct holder of 100% of the outstanding common
stock of Valmont. Pursuant to Delaware law, Valhi treats the shares of Valhi
common stock that Valmont, NL, and the subsidiary of NL own as treasury stock
for voting purposes. For the purposes of the percentage calculations herein,
such shares are not deemed outstanding.
