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) 10/06/2005
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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 |
10/06/2005 |
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J
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1,600 |
A |
$30
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28,011,753 |
I |
by Valhi
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Common Stock $0.01 par value |
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17,516,132 |
I |
by NL
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Common Stock $0.01 par value |
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5,203 |
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*
(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*
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*
5430 LBJ FREEWAY |
SUITE 1700 |
(Street)
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Explanation of Responses: |
Remarks: |
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A. Andrew R. Louis, Secretary, for Contran Corporation |
10/11/2005 |
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A. Andrew R. Louis, Secretary, for Valhi, Inc. |
10/11/2005 |
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A. Andrew R. Louis, Secretary, for National City Lines, Inc. |
10/11/2005 |
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A. Andrew R. Louis, Secretary, for Dixie Rice Agricultural Corporation, Inc. |
10/11/2005 |
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A. Andrew R. Louis, Secretary, for Southwest Louisiana Land Company, Inc. |
10/11/2005 |
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A. Andrew R. Louis, Assistant Secretary, for Titanium Metals Corporation |
10/11/2005 |
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A. Andrew R. Louis, Secretary, for Valhi Group, Inc. |
10/11/2005 |
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A. Andrew R. Louis, Assistant Secretary, for NL Industries, Inc. |
10/11/2005 |
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Gregory M. Swalwell, Vice President, for TIMET Finance Management Company |
10/11/2005 |
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A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons |
10/11/2005 |
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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
Exhibit 99 Additional Information
Valhi, Inc. ("Valhi")
and NL Industries, Inc. ("NL") are the holders of 57.2% and 35.8%,
respectively, of the outstanding shares of common stock, par value $0.01 per
share ("Common Stock"), of the issuer.
Valhi and TIMET Finance
Management Company ("TFMC") are the direct holders of approximately 83.1%
and 0.5%, respectively, of the outstanding common stock of NL. Valhi Holding
Company ("VHC"), 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 91.3%, 0.9%, 0.4%
and 0.1% respectively, of the common stock of Valhi. Valhi Group, Inc. ("VGI"),
National City Lines, Inc. ("National"), and Contran Corporation ("Contran") are
the direct holders of approximately 87.4%, 10.3% and 2.3%, respectively, of the
outstanding common stock of VHC. 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 Valhi, VHC, 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. Contran
sponsors the CMRT, which permits the collective investment by master trusts that
maintain the assets of certain employee benefit plans Contran 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. Contran'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.
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 Valhi, NL or TFMC
directly holds.
TFMC owns 5,203 shares
of Common Stock. Titanium Metals Corporation ("TIMET") owns 100% of the
outstanding common stock of TFMC. Tremont LLC ("Tremont"), Harold C. Simmons'
spouse, the CMRT, Valhi and Harold C. Simmons are the holders of approximately
36.9%, 13.8%, 11.3%, 4.2% and 2.1%, respectively, of the outstanding common stock
of TIMET. Valhi is the direct holder of 100% of the membership interests of
Tremont. The ownership of Ms. Simmons includes 5,333,333 shares of TIMETs
common stock that she has the right to acquire upon conversion of 1,600,000
shares of TIMETs 6 3/4% Series A Convertible Preferred Stock, par value
$0.01 per share (the "Series A Preferrred Stock"), that she holds directly. The
ownership of Valhi includes 49,000 shares of TIMETs 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
TIMETs common stock held by Ms. Simmons and Valhi assumes the full
conversion of only the shares of Series A Preferred Stock owned by her or Valhi,
respectively. Harold C. Simmons is vice chairman of of the board of TIMET and
chairman of the board of Tremont.
Harold C. Simmons'
spouse is the direct owner of 36,356 shares of Common Stock, 119,475 shares
of NL common stock, 43,400 shares of Valhi common stock, 130,000 shares of TIMET
common stock and 1,600,000 shares of Series A Preferred Stock, which are
convertible into 5,333,333 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 4,755 shares of Common Stock, 257,000 shares of NL common stock
(including stock options exercisable for 4,000 shares), 3,383 shares of Valhi
common stock and 703,000 shares of TIMET common stock.
A trust, of which Harold
C. Simmons and his spouse are trustees and the beneficiaries are the
grandchildren of his spouse, is the direct holder of 36,500 shares of Valhi
common stock. Mr. Simmons, as co-trustee of this trust, has the power to vote
and direct the disposition of the shares of Valhi common stock the trust holds.
Mr. Simmons disclaims beneficial ownership of any shares of Valhi common stock
that this trust holds.
NL and a subsidiary of
NL directly own 3,522,967 and 1,186,200 shares of Valhi common stock,
respectively. 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. For the purposes of the percentage calculations herein, such shares
are not deemed outstanding.