SEC FORM
3
SEC Form 3
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
| 913 N MARKET ST |
| SUITE 217 |
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
07/05/2004
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3. Issuer Name and Ticker or Trading Symbol
KRONOS WORLDWIDE INC
[ KRO ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
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2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Common Stock $0.01 par value |
1,480 |
D
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
| 913 N MARKET ST |
| SUITE 217 |
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
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Gregory M. Swalwell, Vice President, for TIMET Finance Management Company |
07/06/2004 |
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A. Andrew R. Louis, Assistant Secretary, for Titanium Metals Corporation |
07/06/2004 |
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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
5
(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
Additional Information
NL Industries, Inc. ("NL"), Valhi, Inc. ("Valhi") and
Tremont LLC ("Tremont") are the holders of 49.8%, 33.4% and 10.7%, 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
62.3% and 21.1%, 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 Corporation ("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%, 0.9%, 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 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 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, 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 disclaims beneficial
ownership of all Contran shares that the Trusts hold.
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 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 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. Mr. Simmons is a participant in one or more of the employee benefit plans that invest
through 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
of Common Stock that NL, Valhi or Tremont directly holds.
TIMET Financial Management
Company ("TFMC") owns 1,480 shares of Common Stock. Titanium Metals Corporation
("TIMET") owns 100% of the outstanding common stock of TFMC. Tremont, CMRT, Harold C. Simmons' spouse and
Valhi are the holders of approximately 39.7%, 8.4%, 6.3% and 1.2% of the
outstanding common stock of TIMET. The ownership of Mr. Simmons' spouse
is based on the 1,600,000 6 5/8% Convertible Preferred Securities, Beneficial
Unsecured Convertible Securities of TIMET Capital Trust 1 (the "BUCS") that she
directly owns, which are convertible into 214,240 shares of TIMET common
stock. The ownership of Valhi includes 1,968 shares of TIMET common
stock that Valhi has the right to acquire upon conversion of 14,700 BUCs that
Valhi directly holds. The percentage ownership of TIMET common stock
held by Mr. Simmons' spouse and Valhi assumes the full conversion of only the
BUCS owned by Mr. Simmons' spouse and Valhi, respectively.
Harold C. Simmons' spouse is
the direct owner of 35,195 shares of Common Stock, 69,475 shares of NL common
stock, 43,400 shares of Valhi common stock and 1,600,000 BUCS which are
convertible into 214,240 shares of TIMET 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 3,833 shares of Common Stock, 30,800 shares of NL common stock (including
stock options exercisable for 6,000 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.
