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 |
|
|
 |
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)
12/28/2005
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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 |
12/28/2005 |
|
J
|
|
5,200 |
A |
$30
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28,027,153 |
I |
by Valhi
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| Common Stock $0.01 par value |
12/29/2005 |
|
J
|
|
35,000 |
A |
$30
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28,062,153 |
I |
by Valhi
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| Common Stock $0.01 par value |
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|
|
|
|
|
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17,516,132 |
I |
by NL
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| Common Stock $0.01 par value |
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|
|
|
|
|
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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)
|
1. Name and Address of Reporting Person*
| THREE LINCOLN CENTER |
| 5430 LBJ FREEWAY SUITE 1700 |
(Street)
|
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*
(Street)
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1. Name and Address of Reporting Person*
| TITANIUM METALS CORP |
| 1999 BROADWAY SUITE 4300 |
(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*
| 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 |
12/30/2005 |
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A. Andrew R. Louis, Secretary, for Valhi, Inc. |
12/30/2005 |
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A. Andrew R. Louis, Secretary, for National City Lines, Inc. |
12/30/2005 |
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A. Andrew R. Louis, Secretary, for Dixie Rice Agricultural Corporation, Inc. |
12/30/2005 |
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A. Andrew R. Louis, Secretary, for Southwest Louisiana Land Company, Inc. |
12/30/2005 |
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A. Andrew R. Louis, Assistant Secretary, for Titanium Metals Corporation |
12/30/2005 |
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A. Andrew R. Louis, Secretary, for Valhi Group, Inc. |
12/30/2005 |
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A. Andrew R. Louis, Assistant Secretary, for NL Industries, Inc. |
12/30/2005 |
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Gregory M. Swalwell, Vice President, for TIMET Finance Management Company |
12/30/2005 |
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A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons |
12/30/2005 |
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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. |
Exhibit 99 Additional Information
Valhi, Inc. ("Valhi") and NL Industries, Inc. ("NL") are the holders of
57.3% 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
91.4%, 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 TIMET's common stock that she has the right
to acquire upon conversion of 1,600,000 shares of TIMET's 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 TIMET's 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's 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.
