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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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) 07/28/2004
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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 |
07/28/2004 |
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J
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5,100 |
A |
$31
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16,380,350 |
I |
by Valhi
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Common stock $0.01 par value |
07/29/2004 |
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J
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1,800 |
A |
$31
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16,382,150 |
I |
by Valhi
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Common stock $0.01 par value |
07/30/2004 |
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J
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100 |
A |
$30.98
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16,382,250 |
I |
by Valhi
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Common stock $0.01 par value |
07/30/2004 |
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J
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200 |
A |
$30.97
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16,382,450 |
I |
by Valhi
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Common stock $0.01 par value |
07/30/2004 |
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J
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5,300 |
A |
$31
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16,387,750 |
I |
by Valhi
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Common Stock, $0.01 par value |
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24,379,897 |
I |
by NL
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Common Stock, $0.01 par value |
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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 TFMC
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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*
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*
(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*
THREE LINCOLN CENTRE |
5430 LBJ FREEWAY STE 1700 |
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
Remarks: |
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A. Andrew R. Louis, Secretary for Contran Corporation |
07/30/2004 |
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A. Andrew R. Louis, Secretary for Dixie Rice Agricultural Corporation, Inc. |
07/30/2004 |
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A. Andrew R. Louis, Secretary for Titanium Metals Corporation |
07/30/2004 |
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A. Andrew R. Louis, Secretary for National City Lines, Inc. |
07/30/2004 |
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A. Andrew R. Louis, Assistant Secretary for NL Industries, Inc. |
07/30/2004 |
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Gregory M. Swalwell, Vice President for TIMET Finance Management Company |
07/30/2004 |
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A. Andrew R. Louis, Secretary for Southwest Louisiana Land Company, Inc. |
07/30/2004 |
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A. Andrew R. Louis, Secretary for Tremont LLC |
07/30/2004 |
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A. Andrew R. Louis, Attorney-in-Fact for Harold C. Simmons |
07/30/2004 |
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A. Andrew R. Louis, Secretary for Valhi, Inc. |
07/30/2004 |
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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