SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
KRONOS WORLDWIDE, INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
50105F 10 5
(CUSIP Number)
December 31, 2003
(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
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 25,047,507
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
25,047,507
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,047,507
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
51.2%
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 30,155,277
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
30,155,277
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,155,277
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
61.6%
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 45,527,072
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
45,527,072
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,527,072
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
93.0%
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 45,527,072
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
45,527,072
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,527,072
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
93.0%
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 45,527,072
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
45,527,072
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,527,072
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
93.0%
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 45,527,072
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
45,527,072
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,527,072
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
93.0%
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 45,527,072
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
45,527,072
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,527,072
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
93.0%
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 45,527,072
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
45,527,072
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,527,072
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
93.0%
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 45,527,072
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
45,527,072
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,527,072
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
93.0%
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 45,527,072
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
45,527,072
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,527,072
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
93.0%
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 45,527,072
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
45,527,072
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,527,072
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
93.0%
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 45,527,072
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
45,527,072
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,527,072
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
93.0%
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
3,000
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 45,561,809
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 3,000
8 SHARED DISPOSITIVE POWER
45,561,809
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000
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) NL Industries, Inc. ("NL"), Valhi, Inc. ("Valhi) and
Tremont LLC ("Tremont") as direct holders of shares
("Shares") of common stock, par value $0.01 per share,
of the Company;
(ii) 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 indirect ownership of NL and Tremont and
their direct or indirect ownership of Valhi; and
(iii) Harold C. Simmons by virtue of 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 NL, Tremont, Valhi, VGI,
National, NOA, Dixie Holding, Contran, the CMRT and the Foundation
are 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 and Valhi 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 240.13d-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, 2003).
(a) Amount Beneficially Owned:
(b) Percent of Class:
By virtue of the relationships described under Item 7
of this statement, as of December 31, 2003:
(1) NL may be deemed to own beneficially the
25,047,507 Shares (approximately 51.2% of the
outstanding Shares) that NL held directly;
(2) Tremont may be deemed to own beneficially
the 30,155,277 Shares (approximately 61.6% of
the outstanding Shares) that NL and Tremont held
directly;
(3) Valhi, VGI, National, NOA, Dixie Holding, Dixie
Rice, Southwest, Contran, the CMRT and the
Foundation may be deemed to own beneficially
the 45,527,072 Shares (approximately 93.0% of
the outstanding Shares) that NL, Valhi and
Tremont held directly; and
(4) Harold C. Simmons may be deemed to own
beneficially the 45,564,809 Shares
(approximately 93.1% of the outstanding Shares)
that NL, Valhi, Tremont, 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, 2003, Harold C. Simmons had
the sole power to vote or direct the disposition
of 3,000 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, 2003:
(1) NL may be deemed to share the power
to vote or direct the disposition of
the 25,047,507 Shares (approximately
51.2% of the outstanding Shares) that
NL held directly;
(2) Tremont may be deemed to share the
power to vote or direct the disposition
of the 30,155,277 Shares (approximately
61.6% of the outstanding Shares) that
NL and Tremont held directly;
(3) 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 45,527,072 Shares (approximately
93.0% of the outstanding Shares) that
NL, Valhi and Tremont held directly;
and
(4) Harold C. Simmons may be deemed to
share the power to vote or direct the
disposition of the 45,561,609 Shares
(approximately 93.1% 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: March 31, 2004
/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: March 31, 2004
/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: March 31, 2004
/s/ Robert D. Graham
--------------------------------
Robert D. Graham
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.
ROBERT D. GRAHAM, as vice president of each of NL INDUSTRIES, INC.
SCHEDULE B
The following information is presented as of December 31, 2003. 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.
NL, Valhi and Tremont were the direct holders of 25,047,507
Shares (51.2%), 15,371,595 Shares (31.4%) and 5,107,770 Shares
(10.4%), respectively, of the outstanding Shares. Together, NL, Valhi
and Tremont may be deemed to control the Company. Valhi and Tremont
were the direct holders of approximately 63.1% and 21.4%,
respectively, of the outstanding 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. 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%,
3.1%, 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 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.
Valmont Insurance Company ("Valmont"), NL and a subsidiary of NL
directly owned 1,000,000 shares, 3,522,967 shares and 1,186,200
shares, respectively, of Valhi common stock. Valhi was the direct
holder of 100% of the outstanding common stock of Valmont and may be
deemed to control Valmont. Pursuant to Delaware law, Valhi treats the
shares of Valhi common stock that Valmont, 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 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,
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
that NL, Valhi or Tremont directly hold.
Harold C. Simmons' spouse was the direct owner of 34,737 Shares
and 69,475 shares of NL 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 3,000 Shares, 12,000 shares of NL
common stock (including stock options exercisable for 6,000 shares)
and 3,383 shares of Valhi common stock.
