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*
(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 |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year)
07/23/2004
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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)
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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 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 |
07/23/2004 |
|
J
|
|
5,400 |
A |
$31
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16,374,950 |
I |
by Valhi
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| Common Stock $0.01 par value |
07/26/2004 |
|
J
|
|
300 |
A |
$31
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16,375,250 |
I |
by Valhi
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| Common Stock $0.01 par value |
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|
|
|
|
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24,379,897 |
I |
by NL
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| Common Stock $0.01 par value |
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|
|
|
|
|
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5,248,841 |
I |
by Tremont
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| Common Stock $0.01 par value |
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1,480 |
I |
by TMFC
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 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)
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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 |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
| 5430 LBJ FREEWAY |
| SUITE 1700 |
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
| 5430 LBJ FREEWAY |
| SUITE 1700 |
(Street)
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1. Name and Address of Reporting Person*
| 5430 LBJ FREEWAY |
| SUITE 1700 |
(Street)
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1. Name and Address of Reporting Person*
| 5430 LBJ FREEWAY |
| SUITE 1700 |
(Street)
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1. Name and Address of Reporting Person*
| 5430 LBJ FREEWAY |
| SUITE 1700 |
(Street)
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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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1. Name and Address of Reporting Person*
| THREE LINCOLN CENTRE |
| 5430 LBJ FREEWAY STE 1700 |
(Street)
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| Explanation of Responses: |
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| Remarks: |
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A. Andrew R. Louis, Secretary for Contran Corporation |
07/27/2004 |
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A. Andrew R. Louis, Assistant Secretary for NL Industries, Inc. |
07/27/2004 |
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A. Andrew R. Louis, Secretary for Valhi, Inc. |
07/27/2004 |
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A. Andrew R. Louis, Secretary for Tremont LLC |
07/27/2004 |
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A. Andrew R. Louis, Attorney-in-Fact for Harold C. Simmons |
07/27/2004 |
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A. Andrew R. Louis, Secretary for National City Lines |
07/27/2004 |
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A. Andrew R. Louis, Assistant Secretary for Titanium Metals Corporation |
07/27/2004 |
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A. Andrew R. Louis, Secretary for Dixie Rice Agricultural Corporation, Inc. |
07/27/2004 |
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Gregory M. Swalwell, VP for TIMET Finance Management Company |
07/27/2004 |
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A. Andrew R. Louis, Secretary for Southwest Louisiana Land Company, Inc. |
07/27/2004 |
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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
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
Additional Information
NL Industries, Inc. ("NL"), Valhi, Inc. ("Valhi") and
Tremont LLC ("Tremont") are the holders of 49.8%, 33.5% and 10.7%, respectively, of the outstanding
shares of common stock, par value $0.01 per share ("Common Stock"), of the issuer
Valhi, Tremont and TIMET Finance Management Company ("TFMC") are
the direct holders of approximately 62.3%, 21.1% and 0.5%, 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%, 3.3%, 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
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%, 11.4%, 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
