UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
KRONOS WORLDWIDE, INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
50105F 10 5
(CUSIP Number)
December 31, 2004
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ X ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 50105F 10 5
1 NAME OF REPORTING PERSON
TIMET Finance Management Company
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,985
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
3,985
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,985
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12 TYPE OF REPORTING PERSON
CO
CUSIP No. 50105F 10 5
1 NAME OF REPORTING PERSON
Titanium Metals Corporation
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,985
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
3,985
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,985
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12 TYPE OF REPORTING PERSON
CO
CUSIP No. 50105F 10 5
1 NAME OF REPORTING PERSON
NL Industries, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 18,251,921
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
18,251,921
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,251,921
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
37.3%
12 TYPE OF REPORTING PERSON
CO
CUSIP No. 50105F 10 5
1 NAME OF REPORTING PERSON
Tremont LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 23,620,031
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
23,620,031
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,620,031
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
48.3%
12 TYPE OF REPORTING PERSON
OO
CUSIP No. 50105F 10 5
1 NAME OF REPORTING PERSON
Valhi, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 45,875,540
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
45,875,540
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,875,540
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
93.7%
12 TYPE OF REPORTING PERSON
CO
CUSIP No. 50105F 10 5
1 NAME OF REPORTING PERSON
Valhi Group, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 45,875,540
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
45,875,540
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,875,540
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
93.7%
12 TYPE OF REPORTING PERSON
CO
CUSIP No. 50105F 10 5
1 NAME OF REPORTING PERSON
National City Lines, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 45,875,540
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
45,875,540
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,875,540
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
93.7%
12 TYPE OF REPORTING PERSON
CO
CUSIP No. 50105F 10 5
1 NAME OF REPORTING PERSON
NOA, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 45,875,540
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
45,875,540
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,875,540
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
93.7%
12 TYPE OF REPORTING PERSON
CO
CUSIP No. 50105F 10 5
1 NAME OF REPORTING PERSON
Dixie Holding Company
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 45,875,540
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
45,875,540
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,875,540
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
93.7%
12 TYPE OF REPORTING PERSON
CO
CUSIP No. 50105F 10 5
1 NAME OF REPORTING PERSON
Dixie Rice Agricultural Corporation, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 45,875,540
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
45,875,540
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,875,540
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
93.7%
12 TYPE OF REPORTING PERSON
CO
CUSIP No. 50105F 10 5
1 NAME OF REPORTING PERSON
Southwest Louisiana Land Company, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 45,875,540
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
45,875,540
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,875,540
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
93.7%
12 TYPE OF REPORTING PERSON
CO
CUSIP No. 50105F 10 5
1 NAME OF REPORTING PERSON
Contran Corporation
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 45,875,540
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
45,875,540
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,875,540
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
93.7%
12 TYPE OF REPORTING PERSON
CO
CUSIP No. 50105F 10 5
1 NAME OF REPORTING PERSON
The Combined Master Retirement Trust
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 45,875,540
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
45,875,540
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,875,540
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
93.7%
12 TYPE OF REPORTING PERSON
EP
CUSIP No. 50105F 10 5
1 NAME OF REPORTING PERSON
Harold Simmons Foundation, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 45,875,540
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
45,875,540
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,875,540
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
93.7%
12 TYPE OF REPORTING PERSON
CO
CUSIP No. 50105F 10 5
1 NAME OF REPORTING PERSON
Harold C. Simmons
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
4,110
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 45,911,516
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 4,110
8 SHARED DISPOSITIVE POWER
45,911,516
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,110
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ X ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12 TYPE OF REPORTING PERSON
IN
SCHEDULE 13G
Item 1(a). Name of Issuer:
Kronos Worldwide, Inc., a Delaware corporation (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
Items 2(a). Name of Person Filing:
The following entities or person (collectively, the "Reporting
Persons") are filing this statement:
(i) TIMET Finance Management Company ("TFMC"), Tremont
LLC ("Tremont"), NL Industries, Inc. ("NL") and
Valhi, Inc. ("Valhi) as direct holders of shares
("Shares") of common stock, par value $0.01 per
share, of the Company;
(ii) Titanium Metals Corporation ("TIMET"), Valhi Group,
Inc. ("VGI"), National City Lines, Inc. ("National"),
NOA, Inc. ("NOA"), Dixie Holding Company ("Dixie
Holding"), Dixie Rice Agricultural Corporation, Inc.
("Dixie Rice"), Southwest Louisiana Land Company,
Inc. ("Southwest"), Contran Corporation ("Contran"),
The Combined Master Retirement Trust (the "CMRT") and
the Harold Simmons Foundation, Inc. (the
"Foundation") by virtue of their direct or indirect
ownership of TFMC, Tremont, NL or Valhi; and
(iii) Harold C. Simmons by virtue of his and his spouse's
direct holdings of Shares and his positions with
Contran and certain of the other entities (as
described in this statement).
Item 2(b). Address of Principal Business Office or, if none, Residence:
The principal business office of TFMC is 300 Delaware Avenue,
Suite 900, Wilmington, Delaware 19801. The principal business
office of TIMET is 1999 Broadway, Suite 4300, Denver, Colorado
80202. The principal business office of NL, Tremont, Valhi, VGI,
National, NOA, Dixie Holding, Contran, the CMRT and the
Foundation is located at, and the business address of Harold C.
Simmons is, Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700,
Dallas, Texas 75240-2697. The principal business address of Dixie
Rice is 600 Pasquiere Street, Gueydan, Louisiana 70542. The
principal business address of Southwest is 402 Canal Street,
Houma, Louisiana 70360.
Item 2(c). Citizenship:
Contran, Dixie Holding, National, Valhi TFMC and TIMET are
Delaware corporations. NL is a New Jersey corporation. Tremont is
a Delaware limited liability company. VGI is a Nevada
corporation. NOA is a Texas corporation and the Foundation is a
Texas non-profit corporation. Dixie Rice and Southwest are
Louisiana corporations. The CMRT is governed by the laws of the
state of Texas, except as those laws are superseded by federal
law. Harold C. Simmons is a citizen of the United States.
Item 2(d). Title of Class of Securities:
Common stock, par value $0.01 per share.
Item 2(e). CUSIP Number:
50105F 10 5
Item 3. If this statement is filed pursuant to sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.
S.C. 78c);
(c) [ ] Insurance company as defined in section 3 (a)(19) of
the Act (15 U.S.C. 78c);
(d) [ ] Investment Company registered under section 8 of
the Investment Company Act (15 U.S.C. 80a-8);
(e) [ ] Investment adviser in accordance with section 240.13
d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person
in accordance with section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of
the Investment Company Act of 1940 (15 U.S.C.
80a-3); or
(j) [ ] Group, in accordance with section 240.13d-1(b)(1)
(ii)(J).
Item 4. Ownership (as of December 31, 2004).
(a) Amount Beneficially Owned:
(b) Percent of Class:
By virtue of the relationships described under Item 7
of this statement, as of December 31, 2004:
(1) TFMC and TIMET may be deemed to own beneficially
the 3,985 Shares (approximately 0.0% of the
outstanding Shares) that TFMC held directly;
(2) NL may be deemed to own beneficially the
18,251,921 Shares (approximately 37.3% of the
outstanding Shares) that NL held directly;
(3) Tremont may be deemed to own beneficially the
23,620,031 Shares (approximately 48.3% of the
outstanding Shares) that TFMC, NL and Tremont
held directly;
(4) Valhi, VGI, National, NOA, Dixie Holding, Dixie
Rice, Southwest, Contran, the CMRT and the
Foundation may be deemed to own beneficially the
45,875,540 Shares (approximately 93.7% of the
outstanding Shares) that TFMC, NL, Tremont and
Valhi held directly; and
(5) Harold C. Simmons may be deemed to own
beneficially the 45,915,626 Shares (approximately
93.8% of the outstanding Shares) that TMFC, NL,
Tremont, Valhi, his spouse and he held directly.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
As of December 31, 2004, Harold C. Simmons had the
sole power to vote or direct the disposition of 4,110
Shares.
(ii) Shared power to vote or to direct the vote:
By virtue of the relationships described under Item 7
of this statement, as of December 31, 2004:
(1) TFMC and TIMET may be deemed to share the power
to vote or direct the disposition of the 3,985
Shares (approximately 0.0% of the outstanding
Shares) that TFMC held directly;
(2) NL may be deemed to share the power to vote or
direct the disposition of the 18,251,921 Shares
(approximately 37.3% of the outstanding Shares)
that NL held directly;
(3) Tremont may be deemed to share the power to vote
or direct the disposition of the 23,620,031
Shares (approximately 48.3% of the outstanding
Shares) that TFMC, NL and Tremont held directly;
(4) Valhi, VGI, National, NOA, Dixie Holding, Dixie
Rice, Southwest, Contran, the CMRT and the
Foundation may have be deemed to share the power
to vote or direct the disposition of the
45,875,540 Shares (approximately 93.7% of the
outstanding Shares) that TFMC, NL, Valhi and
Tremont held directly; and
(5) Harold C. Simmons may be deemed to share the
power to vote or direct the disposition of the
45,911,516 Shares (approximately 93.8% of the
outstanding Shares) that NL, Valhi, Tremont and
his spouse held directly.
(iii) Sole power to dispose or direct the disposition of:
See the response to Item 4(c)(i) of this statement.
(iv) Shared power to dispose or to direct the disposition
of:
See the response to Item 4(c)(ii) of this statement.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company or Control Person.
See Schedule B attached hereto and incorporated herein by
reference.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 4, 2005
/s/ Harold C. Simmons
----------------------------
Harold C. Simmons
Signing in the
capacities listed on
Schedule "A" attached
hereto and
incorporated herein by
reference.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: February 4, 2005
/s/ Steven L. Watson
----------------------------
Steven L. Watson
Signing in the
capacities listed on
Schedule "A" attached
hereto and
incorporated herein by
reference.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: February 4, 2005
/s/ Gregory M. Swalwell
----------------------------
Gregory M. Swalwell
Signing in the
capacity listed on
Schedule "A" attached
hereto and
incorporated herein by
reference.
SCHEDULE A
HAROLD C. SIMMONS, in his individual capacity, and as trustee of THE COMBINED
MASTER RETIREMENT TRUST.
STEVEN L. WATSON, as president or vice president of each of:
CONTRAN CORPORATION
DIXIE HOLDING COMPANY
DIXIE RICE AGRICULTURAL CORPORATION, INC.
HAROLD SIMMONS FOUNDATION, INC.
NATIONAL CITY LINES, INC.
NOA, INC.
SOUTHWEST LOUISIANA LAND COMPANY, INC.
TREMONT LLC
VALHI GROUP, INC.
VALHI, INC.
GREGORY M. SWALWELL, as vice president of each of:
NL INDUSTRIES, INC.
TIMET FINANCE MANAGEMENT COMPANY
TITANIUM METALS CORPORATION
SCHEDULE B
The following information is presented as of December 31, 2004. All
capitalized terms in this Schedule B have the same meanings given such terms in
the statement to which this Schedule B is a part.
Valhi, NL, Tremont and TFMC were the direct holders of 22,255,509
Shares (45.5%), 18,251,921 Shares (37.3%), 5,364,125 Shares (11.0%) and
3,985 Shares (0.0%), respectively, of the outstanding Shares. Together,
Valhi, NL and Tremont may be deemed to control the Company.
TIMET is the direct holder of 100% of the outstanding shares of common
stock of TFMC and may be deemed to control TFMC. Tremont, Harold C.
Simmons' spouse, the CMRT and Valhi are the holders of approximately 39.6%,
14.4%, 12.1% and 1.3% of the outstanding shares of TIMET common stock.
Tremont may be deemed to control TIMET. The ownership of Mr. Simmons'
spouse is based on the 1,600,000 shares of TIMET's 6 3/4% Series A
Convertible Preferred Stock, par value $0.01 per share (the "Series A
Preferred Stock"), that she directly owns, which are convertible into
2,666,666 shares of TIMET common stock. The ownership of Valhi includes
24,500 shares of TIMET common stock that Valhi has the right to acquire
upon conversion of 14,700 shares of Series A Preferred Stock that Valhi
directly holds. The percentage ownership of TIMET common stock held by each
of Ms. Simmons and Valhi assumes the full conversion of only the shares of
Series A Preferred Stock she or Valhi owns, respectively.
Valhi, Tremont and TFMC were the direct holders of approximately
62.2%, 21.1% and 0.5%, respectively, of the outstanding shares of NL common
stock. Together, Valhi and Tremont may be deemed to control NL. Valhi was
the direct holder of 100% of the membership interests of Tremont and may be
deemed to control Tremont.
VGI, National, Contran, the Foundation, the Contran Deferred
Compensation Trust No. 2 (the "CDCT No. 2") and the CMRT were the direct
holders of 77.6%, 9.1%, 3.4%, 0.9%, 0.4% and 0.1%, respectively, of the
outstanding common stock of Valhi. Together, VGI, National and Contran may
be deemed to control Valhi. National, NOA and Dixie Holding were the direct
holders of approximately 73.3%, 11.4% and 15.3%, respectively, of the
outstanding common stock of VGI. Together, National, NOA and Dixie Holding
may be deemed to control VGI. Contran and NOA were the direct holders of
approximately 85.7% and 14.3%, respectively, of the outstanding common
stock of National and together may be deemed to control National. Contran
and Southwest were the direct holders of approximately 49.9% and 50.1%,
respectively, of the outstanding common stock of NOA and together may be
deemed to control NOA. Dixie Rice was the direct holder of 100% of the
outstanding common stock of Dixie Holding and may be deemed to control
Dixie Holding. Contran was the holder of 100% of the outstanding common
stock of Dixie Rice and may be deemed to control Dixie Rice. Contran was
the holder of approximately 88.9% of the outstanding common stock of
Southwest and may be deemed to control Southwest.
Substantially all of Contran's outstanding voting stock was held by
trusts established for the benefit of certain children and grandchildren of
Harold C. Simmons (the "Trusts"), of which Mr. Simmons was 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. Mr. Simmons, however, disclaims beneficial ownership of
any shares of Contran stock that the Trusts held.
The Foundation directly held 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 and may be deemed to control the Foundation.
The CDCT No. 2 directly held approximately 0.4% of the outstanding
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 held approximately 12.1% of the outstanding shares
of TIMET common stock and 0.1% of the outstanding shares of Valhi common
stock. Valhi established the CMRT as a trust to permit the collective
investment by master trusts that maintain the assets of certain employee
benefit plans Valhi 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.
NL and a subsidiary of NL directly owned 3,522,967 shares and
1,186,200 shares, respectively, of Valhi common stock. Pursuant to Delaware
law, Valhi treats the shares of Valhi common stock that NL and the
subsidiary of NL own as treasury stock for voting purposes and for the
purposes of percentage calculations such shares are not deemed outstanding.
Harold C. Simmons is the chairman of the board and chief executive
officer of each of the Company and NL, vice chairman of the board of TIMET,
and the chairman of the board of each of Tremont, Valhi, VGI, National,
NOA, Dixie Holding, Dixie Rice, Southwest and Contran.
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. Mr. Harold Simmons
disclaims beneficial ownership of all Shares that Valhi, NL, Tremont
or TFMC directly hold.
Harold C. Simmons' spouse was the direct owner of 35,976 Shares,
69,475 shares of NL common stock, 1,600,000 shares of Series A Preferred
Stock, which are convertible into 2,666,666 shares of TIMET common stock,
and 43,400 shares of Valhi 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 held 4,110 Shares, 30,800 shares of NL
common stock (including stock options exercisable for 6,000 shares) and
3,383 shares of Valhi common stock.
A trust of which Harold C. Simmons and his spouse are co-trustees and
the beneficiaries of which are the grandchildren of his spouse is the
direct holder of 40,000 shares of Valhi common stock. Mr. Simmons disclaims
beneficial ownership of these shares.