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*
5430 LBJ FREEWAY, SUITE 1700 |
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(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)
X |
Director |
X |
10% Owner |
X |
Officer (give title below) |
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Other (specify below) |
Chairman of the Board |
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3. Date of Earliest Transaction
(Month/Day/Year) 07/19/2010
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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)
X |
Form filed by One Reporting Person |
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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 |
07/19/2010 |
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P |
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1,509 |
A |
$19.9999
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254,389 |
D |
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Common Stock $0.01 par value |
07/19/2010 |
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P |
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66 |
A |
$19.94
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254,455 |
D |
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Common Stock $0.01 par value |
07/19/2010 |
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P |
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56 |
A |
$19.82
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254,511 |
D |
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Common Stock $0.01 par value |
07/19/2010 |
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P |
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119 |
A |
$19.89
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254,630 |
D |
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Common Stock $0.01 par value |
07/19/2010 |
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P |
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858 |
A |
$20
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255,488 |
D |
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Common Stock $0.01 par value |
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28,995,021 |
I |
by Valhi
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Common Stock $0.01 par value |
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17,609,635 |
I |
by NL
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Common Stock $0.01 par value |
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79,567 |
I |
by TFMC
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Common Stock $0.01 par value |
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54,856 |
I |
by Spouse
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Common Stock $0.01 par value |
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2,686 |
I |
by Contran
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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 |
Explanation of Responses: |
Remarks: |
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A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons |
07/21/2010 |
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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. |
f4kro100719hcs.txt
Exhibit 99 Additional Information
Valhi, Inc. ("Valhi"), NL Industries, Inc. ("NL"), Harold C. Simmons,
TIMET Finance Management Company ("TFMC"), Harold C. Simmons' spouse and Contran
Corporation ("Contran") are the holders of 59.2%, 36.0%, 0.5%, 0.2%, 0.1% and
less than 0.1% respectively, of the outstanding shares of common stock, par
value $0.01 per share ("Common Stock"), of the issuer.
Titanium Metals Corporation ("TIMET") directly owns 100% of the
outstanding common stock of TFMC. Valhi Holding Company ("VHC"), Harold C.
Simmons' spouse, The Combined Master Retirement Trust (the "CMRT"), Harold C.
Simmons, NL, Contran, Valhi, COAM Company ("COAM"), the Harold Simmons
Foundation, Inc. (the "Foundation") and The Annette Simmons Grandchildren's
Trust (the "Grandchildren's Trust") are the holders of approximately 24.9%,
11.7%, 8.6%, 4.1%, 0.8%, 0.5%, 0.5%, 0.2%, less than 0.1% and less than 0.1%,
respectively, of the outstanding common stock of TIMET. NL's percentage
ownership of TIMET common stock includes 0.3% directly held by a subsidiary of
NL.
Valhi and TFMC are the direct holders of approximately 83.0% and 0.5%,
respectively, of the outstanding common stock of NL. VHC, TFMC, the Foundation,
the Contran Amended and Restated Deferred Compensation Trust (the "CDCT"),
Harold C. Simmons, Harold C. Simmons' spouse, the CMRT, the Grandchildren's
Trust and Contran are the direct holders of 92.3%, 1.1%, 0.9%, 0.3%, 0.3%, 0.2%,
0.1%, less than 0.1% and less than 0.1% respectively, of the outstanding common
stock of Valhi. Dixie Rice Agricultural Corporation, Inc. ("Dixie Rice") is the
direct holder of 100% of the outstanding common stock of VHC. Contran is the
holder of 100% of the outstanding common stock of Dixie Rice.
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, and a pecuniary interest in, all Contran
shares that the Trusts hold.
The Foundation directly holds less than 0.1% of the outstanding shares of
TIMET common stock and 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 CMRT directly holds approximately 8.6% of the outstanding shares of
TIMET common stock and 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.
The CDCT directly holds approximately 0.3% of the outstanding shares of
Valhi common stock. U.S. Bank National Association serves as the trustee of
the CDCT. Contran established the CDCT as an irrevocable "rabbi trust" to
assist Contran in meeting certain deferred compensation obligations that it
owes to Harold C. Simmons. If the CDCT 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, Contran (i)
retains the power to vote the shares of Valhi common stock held directly by
the CDCT, (ii) retains dispositive power over such shares and (iii) may be
deemed the indirect beneficial owner of such shares.
Contran, Valhi and Southwest Louisiana Land LLC ("Southwest") directly
hold all of the partnership interests of COAM. Contran is the sole member of
Southwest.
Harold C. Simmons is the chairman of the board of each of the issuer,
Valhi, TIMET, VHC, Dixie Rice, Southwest and Contran and the chairman of the
board and chief executive officer of NL.
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, and a pecuniary interest in, 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 CDCT or the CMRT. Mr. Harold Simmons disclaims beneficial
ownership of, and a pecuniary interest in, all shares of Common Stock that
Valhi, NL, TFMC or Contran directly holds.
Harold C. Simmons' spouse is the direct owner of 54,856 shares of
Common Stock, 292,225 shares of NL common stock, 21,115,875 shares of TIMET
common stock and 203,065 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 holds 255,488 shares of Common Stock, 994,300
shares of NL common stock, 7,422,787 shares of TIMET common stock and 312,883
shares of Valhi common stock.
The Grandchildren's 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 15,432 shares of TIMET common stock and 31,800 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, and a pecuniary interest in, any
shares that this trust holds.
NL and a subsidiary of NL directly own 3,604,790 and 1,186,200 shares
of Valhi common stock, respectively. As already discussed, Valhi directly holds
83.0% of the outstanding shares of NL 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. For the purposes of the percentage
calculations herein, such shares are not deemed outstanding.