SEC FORM
4/A
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
|
| 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*
| 5430 LBJ FREEWAY, SUITE 1700 |
|
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
VALHI INC /DE/
[ VHI ]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
X |
10% Owner |
| X |
Officer (give title below) |
|
Other (specify below) |
| Chairman of the Board |
|
3. Date of Earliest Transaction
(Month/Day/Year)
07/07/2010
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
07/21/2010
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
|
Form filed by More than One Reporting Person |
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
|
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)
|
7. Nature of Indirect Beneficial Ownership (Instr.
4)
|
| Code |
V |
Amount |
(A) or (D) |
Price |
| Common stock, $0.01 par value per share |
07/07/2010 |
|
P |
|
300 |
A |
$12.28
|
306,183 |
D |
|
| Common stock, $0.01 par value per share |
07/19/2010 |
|
P |
|
600 |
A |
$13.52
|
306,783 |
D |
|
| Common stock, $0.01 par value per share |
07/19/2010 |
|
P |
|
900 |
A |
$13.62
|
307,683 |
D |
|
| Common stock, $0.01 par value per share |
07/19/2010 |
|
P |
|
5,500 |
A |
$13.53
|
313,183 |
D |
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
|
3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
|
5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
|
6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
|
8. Price of Derivative Security (Instr.
5)
|
9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
|
10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
|
| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
| Remarks: |
|
|
A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons |
07/23/2010 |
|
** 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. |
f4avhi100719hcs.txt
Exhibit 99
Additional Information
As of July 21, 2010
Valhi Holding Company ("VHC"), TIMET Finance Management Company
("TFMC"), the Harold Simmons Foundation, Inc. (the "Foundation"), the Contran
Amended and Restated Deferred Compensation Trust (the "CDCT"), Harold C.
Simmons, Harold C. Simmons' spouse, The Combined Master Retirement Trust (the
"CMRT"), The Annette Simmons Grandchildren's Trust (the "Grandchildren's Trust")
and Contran Corporation ("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
common stock of the issuer,Valhi, Inc. ("Valhi").
Titanium Metals Corporation ("TIMET") is the sole stockholder of TFMC.
VHC, Harold C. Simmons' spouse, the CMRT, Harold C. Simmons, NL Industries, Inc.
("NL"), Contran, Valhi, COAM Company ("COAM"), the Foundation and the
Grandchildren's Trust are the holders of 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 83.0% and 0.5%, respectively, of the outstanding common stock
of NL. Dixie Rice Agricultural Corporation, Inc. ("Dixie Rice") is the direct
holder of 100% of the outstanding common stock of VHC. Contran Corporation
("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 other entities related to Mr.
Simmons. 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 hold.
The Foundation directly holds approximately 0.9% of the outstanding
Valhi common stock and less than 0.1% of the outstanding TIMET 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 directly holds approximately 0.3% of the outstanding shares of
the common stock of the issuer. 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 the issuer's 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.
The CMRT directly holds approximately 0.1% of the outstanding shares of
Valhi common stock and 8.6% of the outstanding TIMET common stock. Contran
sponsors the CMRT as a trust to permit the collective investment by master
trusts that maintain the assets of certain employee benefit plans Contran 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.
Contran, Valhi and Southwest Louisiana Land LLC ("Southwest") directly
hold all of the partnership interests of COAM. Contran is the sole member of Southwest.
Mr. Harold C. Simmons is chairman of the board of Valhi, TIMET, VHC,
Dixie Rice, Southwest and Contran, and chairman of the board and chief executive
officer of NL.
By virtue of the offices held, the stock ownership and his services as
trustee, all as described above, (a) Mr. Simmons may be deemed to control
certain of such entities and (b) Mr. Simmons and certain of such entities may
be deemed to possess indirect beneficial ownership of, and a pecuniary
interest in, shares of common stock directly held by certain of such other
entities. However, Mr. Simmons disclaims such beneficial ownership of, and
such pecuniary interest in, such shares beneficially owned, directly or
indirectly, by any of such entities, except to the extent of his vested
beneficial interest, if any, in the shares the CDCT or the CMRT owns.
The reporting person understands that NL and a subsidiary of NL directly
own 3,604,790 shares and 1,186,200 shares, respectively, of Valhi common
stock as of the date of this statement. As already stated, Valhi is the
direct holder of approximately 83.0% of the outstanding common stock of NL.
As a result of Valhi's direct and indirect ownership of NL and its subsidiary,
the reporting person further understands that, pursuant to Delaware law, Valhi
treats the shares of Valhi common stock that NL and its subsidiary own as
treasury stock for voting purposes. For the purposes of this statement, such
shares of Valhi common stock that NL and its subsidiary hold directly are not
deemed outstanding.
Harold C. Simmons' spouse is the direct owner of 21,115,875 shares of
TIMET common stock, 292,225 shares of NL 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 beneficial ownership of all
securities that his spouse holds directly.
Mr. Harold C. Simmons is the direct owner of 7,422,787 shares of TIMET
common stock, 1,000,200 shares of NL common stock and 313,183 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 31,800 shares of Valhi common stock and 15,432 shares of TIMET
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.
