SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
CompX International Inc.
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
20563P 10 1
(CUSIP Number)
STEVEN L. WATSON
THREE LINCOLN CENTRE
SUITE 1700
5430 LBJ FREEWAY
DALLAS, TEXAS 75240-2694
(972) 233-1700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 17, 2004
(Date of Event which requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [ ]
*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).
(Continued on following pages)
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TIMET Finance Management Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,318,610
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,318,610
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,318,610
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.7%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Titanium Metals Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,318,610
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,318,610
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,318,610
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.7%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tremont LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,318,610
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,318,610
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,318,610
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.7%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Valhi, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,692,610
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,692,610
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,692,610
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Valhi Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,692,610
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,692,610
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,692,610
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
National City Lines, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,692,610
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,692,610
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,692,610
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NOA, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,692,610
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,692,610
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,692,610
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dixie Holding Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,692,610
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,692,610
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,692,610
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dixie Rice Agricultural Corporation, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,692,610
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,692,610
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,692,610
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Southwest Louisiana Land Company, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,692,610
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,692,610
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,692,610
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Contran Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,692,610
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,692,610
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,692,610
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Combined Master Retirement Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,692,610
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,692,610
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,692,610
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
EP
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harold Simmons Foundation, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,692,610
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,692,610
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,692,610
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harold C. Simmons
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
90,700
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,712,610
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 90,700
10 SHARED DISPOSITIVE POWER
1,712,610
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ X ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
AMENDMENT NO. 5
TO SCHEDULE 13D
This amended statement on Schedule 13D (this "Statement") relates to the
class A common stock, par value $0.01 per share (the "Class A Shares"), of CompX
International Inc., a Delaware corporation (the "Company"). Items 2, 3, 4 and 5
of this Statement are hereby amended as set forth below.
Item 2. Identity and Background.
Item 2 is amended and restated as follows.
(a) The following entities or person are filing this Statement
(collectively, the "Reporting Persons"):
(i) TIMET Finance Management Company ("TFMC") as a direct holder of
Class A Shares;
(ii) Titanium Metals Corporation ("TIMET") and Tremont LLC ("Tremont")
by virtue of their direct and indirect ownership of TFMC;
(iii)Valhi, Inc. ("Valhi") by virtue of its direct ownership of Class
A Shares and its indirect ownership of TFMC;
(iv) 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 TFMC and direct or indirect ownership of Valhi; and
(v) Harold C. Simmons by virtue of his direct ownership of Class A
Shares and his positions with Contran and certain of the other entities (as
described in this Statement).
By signing this Statement, each Reporting Person agrees that this Statement is
filed on its or his behalf.
TFMC and Valhi are the holders of 25.7% and 7.3%, respectively, of the
5,130,780 Class A Shares outstanding as of May 21, 2004 according to information
the Company provided (the "Outstanding Class A Shares").
Valcor, Inc. ("Valcor") directly holds 100%, or 10,000,000 shares, of the
Company's class B common stock, par value $0.01 per share (the "Class B Shares"
and collectively with the Class A Shares shall be referred to as the "Shares").
The description of the relative rights of the Shares contained in the Company's
restated certificate of incorporation is hereby incorporated herein by reference
to Exhibit 1 to this Statement (the amended and restated index to exhibits of
which is set forth in Amendment No. 4 to this Statement). As a result of its
ownership of all of the Class B Shares, Valcor directly holds approximately
66.1% of the combined voting power (95.1% for the election of directors) of all
classes of voting stock of the Company. Valcor may be deemed to control the
Company.
As a result of Valcor's direct ownership of all of the Class B Shares, and
TFMC's and Valhi's direct ownership of 25.7% and 7.3%, respectively, of the
Outstanding Class A Shares, Valhi, directly and indirectly, may be deemed to
hold approximately 77.3% of the combined voting power (96.7% for the election of
directors) of all classes of voting stock of the Company.
TIMET is the direct holder of 100% of the outstanding shares of common
stock of TFMC. Tremont, the CMRT, Harold C. Simmons' spouse and Valhi are the
holders of approximately 39.7%, 8.4%, 6.3% and 1.2% of the outstanding shares of
TIMET common stock. Tremont may be deemed to control TIMET. The ownership of Mr.
Simmons' spouse is based on the 1,600,000 6 5/8% Convertible Preferred
Securities, Beneficial Unsecured Convertible Securities of TIMET Capital Trust I
(the "BUCs") that she directly owns, which are convertible into 214,240 shares
of TIMET common stock. The ownership of Valhi includes 1,968 shares of TIMET
common stock that Valhi has the right to acquire upon conversion of 14,700 BUCs
that Valhi directly holds. The percentage ownership of TIMET common stock held
by each of Mr. Simmons' spouse and Valhi assumes the full conversion of only the
BUCS she or Valhi owns, respectively.
Valhi is the direct holder of 100% of the outstanding membership interests
of Tremont and 100% of the outstanding shares of common stock of Valcor. Valhi
may be deemed to control Tremont and Valcor. VGI, National, Contran, the
Foundation, the Contran Deferred Compensation Trust No. 2 (the "CDCT No. 2") and
the CMRT are the direct holders of 77.6%, 9.1%, 3.1%, 0.9%, 0.4% and 0.1%,
respectively, of the common stock of Valhi. Together, VGI, National and Contran
may be deemed to control Valhi. National, NOA and Dixie Holding are the direct
holders of approximately 73.3%, 11.4% and 15.3%, respectively, of the
outstanding shares of common stock of VGI. Together, National, NOA and Dixie
Holding may be deemed to control VGI. Contran and NOA are the direct holders of
approximately 85.7% and 14.3%, respectively, of the outstanding shares of common
stock of National and together may be deemed to control National. Contran and
Southwest are the direct holders of approximately 49.9% and 50.1%, respectively,
of the outstanding shares of common stock of NOA and together may be deemed to
control NOA. Dixie Rice is the direct holder of 100% of the outstanding shares
of common stock of Dixie Holding and may be deemed to control Dixie Holding.
Contran is the holder of 100% of the outstanding shares of common stock of Dixie
Rice and may be deemed to control Dixie Rice. Contran is the holder of
approximately 88.9% of the outstanding shares of common stock of Southwest and
may be deemed to control 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 held by Mr.
Simmons or persons or other 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, however, disclaims
beneficial ownership of any shares of Contran stock that the Trusts hold.
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 and may be deemed to control 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 8.4% of the outstanding shares of
TIMET common stock and 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 also a
participant in one or more of the employee benefit plans that invest through the
CMRT.
Valmont Insurance Company ("Valmont"), NL Industries, Inc. ("NL") and a
subsidiary of NL directly own 1,000,000 shares, 3,522,967 shares and 1,186,200
shares, respectively, of Valhi common stock. Valhi is the direct holder of 100%
of the outstanding shares of Valmont common stock and may be deemed to control
Valmont. Valhi and Tremont LLC ("Tremont") are the direct holders of
approximately 62.3% and 21.1%, respectively, of the outstanding shares of NL
common stock and together may be deemed to control NL. Valhi is the sole member
of Tremont and may be deemed to control Tremont. 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 this
Statement such shares are not deemed outstanding.
Mr. Harold C. Simmons is chairman of the board of Tremont, Valcor, Valhi,
VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest and Contran and
chairman of the board and chief executive officer of NL.
By virtue of the holding of the offices, the stock ownership and his
service as trustee, all as described above, (a) Mr. Simmons may be deemed to
control the entities described above and (b) Mr. Simmons and certain of such
entities may be deemed to possess indirect beneficial ownership of the Shares
that are directly held by Valcor, TFMC or Valhi. 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 individual
vested beneficial interest, if any, in the assets the CMRT or his interest as a
beneficiary of the CDCT No. 2.
Harold C. Simmons' spouse is the direct owner of 20,000 Class A Shares. Mr.
Simmons may be deemed to share indirect beneficial ownership of such Class A
Shares. Mr. Simmons disclaims all such beneficial ownership.
A trust of which Harold C. Simmons and his spouse are co-trustees and the
beneficiaries of which are the grandchildren of his spouse is the direct holder
of 4,760 shares of TIMET common stock. Mr. Simmons disclaims beneficial
ownership of these shares.
Certain information concerning the directors and executive officers of the
Reporting Persons, including offices held by Mr. Simmons is set forth on
Schedule B attached hereto and incorporated herein by reference.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended as follows.
The total amount of funds TFMC used to acquire the Class A Shares TFMC
purchased as reported in Item 5(c) was $790,866.00 (including commissions). TFMC
obtained such funds through an intercompany advance from TIMET, net of amounts
TIMET owed TFMC.
The Reporting Persons understand that the funds required by each person
named in Schedule B to this Statement to acquire Class A Shares were from such
person's personal funds.
Item 4. Purpose of Transaction.
Item 4 is amended as follows.
TFMC purchased the Class A Shares reported in Item 5(c) in order to
increase its equity interest in the Company.
On May 20, 2004, NL announced that as part of its plan to diversify its
holdings and business interests, NL intends to enter into discussions with Valhi
regarding the possible acquisition of up to the approximately 68.6% of the
outstanding Shares directly held by Valhi and Valcor. In the announcement, NL
stated that it had already formed a committee of independent directors to
consider and negotiate the potential terms pursuant to which NL might purchase a
controlling interest in CompX from Valhi and Valcor. There can be no assurance
as to the final terms of such a transaction or that any such transaction will be
consummated, and no agreement or understanding regarding the potential terms of
any such transaction have been proposed.
Depending upon their evaluation of the Company's business and prospects,
and upon future developments (including, but not limited to, performance of the
Class A Shares in the market, availability of funds, alternative uses of funds,
and money, stock market and general economic conditions), any of the Reporting
Persons or other entities that may be deemed to be affiliated with Contran may
from time to time purchase Class A Shares, and any of the Reporting Persons or
other entities that may be deemed to be affiliated with Contran may from time to
time dispose of all or a portion of the Class A Shares held by such person, or
cease buying or selling Class A Shares. Any such additional purchases or sales
of the Class A Shares may be in open market or privately negotiated transactions
or otherwise.
The information included in Item 2 of this Statement is hereby incorporated
herein by reference. As described under Item 2 of this Statement, Harold C.
Simmons may be deemed to control the Company.
The information included in Item 6 of this Statement is hereby incorporated
herein by reference.
The Reporting Persons understand that prior purchases of Class A Shares by
persons named in Schedule B to this Statement (other than Harold C. Simmons)
were made for the purpose of each such person's personal investment.
Certain of the persons named in Schedule B to this Statement, namely
Messrs. Eugene K. Anderson, Robert D. Graham, J. Mark Hollingsworth, Keith A.
Johnson, William J. Lindquist, Kelly D. Luttmer, A. Andrew R. Louis, Bobby D.
O'Brien, Glenn R. Simmons, Harold C. Simmons, Gregory M. Swalwell and Steven L.
Watson are officers and/or directors of the Company or perform services for the
Company as employees of one of the Company's parent corporations and may acquire
Class A Shares from time to time pursuant to employee benefit plans that the
Company sponsors or other compensation arrangements with the Company or
otherwise.
Except as described in this Item 4, none of the Reporting Persons nor, to
the best knowledge of such persons, any other person named in Schedule B to this
Statement has formulated any plans or proposals which relate to or would result
in any matter required to be disclosed in response to paragraphs (a) through (j)
of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended as follows.
(a) TFMC, Valhi, Harold C. Simmons and his spouse are the direct beneficial
owners of 1,318,610, 374,000, 90,700 20,000 Class A Shares, respectively.
By virtue of the relationships described under Item 2 of this Statement:
(1) TFMC, TIMET and Tremont may each be deemed to be the beneficial
owner of the 1,318,610 Class A Shares (approximately 25.7% of the
Outstanding Class A Shares) that TFMC holds directly;
(2) Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest,
Contran, the CMRT and the Foundation may each be deemed to be the
beneficial owner of the 1,692,610 Class A Shares (approximately 33.0% of
the Outstanding Class A Shares) that TFMC and Valhi hold directly; and
(3) Harold C. Simmons may be deemed to be the beneficial owner of the
1,803,310 Class A Shares (approximately 35.1% of the Outstanding Class A
Shares) that TFMC, Valhi, he and his spouse hold directly.
Except to the extent of the 90,700 Class A Shares he holds directly, Harold C.
Simmons disclaims beneficial ownership of all Class A Shares.
(b) By virtue of the relationships described in Item 2:
(1) TMFC, TIMET and Tremont may each be deemed to share the power to
vote and direct the disposition of the 1,318,610 Class A Shares
(approximately 25.7% of the Outstanding Class A Shares) that TFMC holds
directly;
(2) Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest,
Contran, the CMRT and the Foundation may each be deemed to share the power
to vote and direct the disposition of the 1,692,610 Class A Shares
(approximately 33.0% of the Outstanding Class A Shares) that TFMC and Valhi
hold directly;
(3) Harold C. Simmons may be deemed to share the power to vote and
direct the disposition of the 1,712,610 Class A Shares (approximately 33.4%
of the Outstanding Class A Shares) that TFMC, Valhi and his spouse hold
directly; and
(4) Harold C. Simmons may be deemed to have the sole power to vote and
direct the disposition of the 90,700 Class A Shares (approximately 1.8% of
the Outstanding Class A Shares) that he directly holds.
(c) TFMC is the only Reporting Person to have transactions in the Class A
Shares during the past 60 days. TFMC executed the following transactions in
Class A Shares on the New York Stock Exchange.
Number of Approximate Price Per Share ($)
Date Shares (exclusive of commissions)
------------ ------------- -------------------------------
03/31/04 15,000 $13.50
04/01/04 3,500 $13.00
05/05/04 500 $13.25
05/06/04 500 $13.25
05/07/04 9,700 $13.25
05/07/04 300 $13.19
05/07/04 2,800 $13.00
05/10/04 6,800 $13.00
05/10/04 200 $12.87
05/17/04 500 $13.20
05/17/04 200 $13.25
05/18/04 2,300 $13.00
05/18/04 10,000 $13.25
05/21/04 7,100 $13.40
On May 19, 2004, Glenn R. Simmons and Steven L. Watson, each a director or
executive officer of certain of the Reporting Persons, each received a grant for
his service as director of the Company 1,000 Class A Shares as part of the
Company's annual grant of Class A Shares to each its nonemployee directors.
(d) TFMC, Valhi, Harold C. Simmons and his spouse each has the right to
receive and the power to direct the receipt of dividends from, and proceeds from
the sale of the Class A Shares directly held by such entity or person.
(e) 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: May 28, 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: May 28, 2004
/s/ J. Landis Martin
---------------------
J. Landis Martin
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: May 28, 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: May 28, 2004
/s/ Gregory M. Swalwell
-----------------------
Gregory M. Swalwell
Signing in the
capacity listed on
Schedule "A" attached
hereto and incorporated
herein by reference.
SCHEDULE A
J. LANDIS MARTIN, as chairman of the board, president and chief executive
officer of TITANIUM METALS CORPORATION.
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.
GREGORY M. SWALWELL, as vice president of TIMET Finance Management Company.
Schedule B
The names of the directors and executive officers of Contran Corporation
("Contran"), Dixie Holding Company ("Dixie Holding"), Dixie Rice Agricultural
Corporation, Inc. ("Dixie Rice"), the Harold Simmons Foundation, Inc. (the
"Foundation"), National City Lines, Inc. ("National"), NOA, Inc. ("NOA"),
Southwest Louisiana Land Company, Inc. ("Southwest"), TIMET Finance Management
Company ("TFMC"), Titanium Metals Corporation ("TIMET"), Tremont LLC
("Tremont"), Valhi Group, Inc. ("VGI") and Valhi, Inc. ("Valhi") and their
present principal occupations are set forth below. Except as otherwise
indicated, each such person is a citizen of the United States of America and the
business address of each such person is 5430 LBJ Freeway, Suite 1700, Dallas,
Texas 75240.
Name Present Principal Occupation
----------------------------- ---------------------------------------------
Eugene K. Anderson Vice president of Contran, Dixie Holding,
Dixie Rice, National, NOA, Southwest,
Tremont, VGI and Valhi; and treasurer of the
Foundation.
Thomas E. Barry (1) Vice president for executive affairs at
Southern Methodist University and professor
of marketing in the Edwin L. Cox School of
Business at Southern Methodist University;
and a director of Keystone Consolidated
Industries, Inc., an affiliate of Contran
("Keystone"), and Valhi.
Norman S. Edelcup (2) Senior vice president business development
of Florida Savings Bancorp; mayor of Sunny
Isles Beach, Florida; trustee of the Baron
Funds, a mutual fund group; and director of
Valhi.
Lisa Simmons Epstein Director and president of the Foundation.
Victoria L. Garret (3) Director, president and secretary of TFMC;
and assistant vice president of Griffin
Corporate Services, Inc.
Name Present Principal Occupation
----------------------------- ---------------------------------------------
Robert D. Graham Vice president of Contran, Dixie Holding,
Dixie Rice, the Foundation, National, NOA,
Southwest, TIMET, Tremont, VGI and Valhi; and
vice president, general counsel and secretary
of Kronos Worldwide, Inc. ("Kronos
Worldwide") and NL Industries, Inc., both
affiliates of Valhi ("NL").
Norman N. Green (4) A private investor and a director of TIMET.
J. Mark Hollingsworth Vice president and general counsel of
Contran, Dixie Holding, Dixie Rice, National,
NOA, Southwest, Tremont, VGI and Valhi;
general counsel of the Foundation, CompX
International, Inc. (the "Company") and The
Combined Master Retirement Trust, a trust
Valhi established to permit the collective
investment by master trusts that maintain the
assets of certain employee benefit plans
Valhi and related companies adopt (the
"CMRT"); and acting general counsel of
Keystone.
Gary C. Hutchison (5) Neurological surgeon; Associate Clinical
Professor of Neurosurgery at the University
of Texas Health Science Center (Dallas); and
a director of TIMET.
Francis B. Jacobs, II (3) Director of TFMC; and vice president of
Griffin Corporate Services, Inc.
Keith A. Johnson Controller of the Foundation.
Christian Leonhard (6) Chief operating officer - Europe of TIMET.
Name Present Principal Occupation
----------------------------- ---------------------------------------------
William J. Lindquist Director and senior vice president of
Contran, Dixie Holding, National, NOA and
VGI; senior vice president of Dixie Rice,
Southwest, Tremont and Valhi.
A. Andrew R. Louis Secretary of Contran, the Company, Dixie
Holding, Dixie Rice, National, NOA,
Southwest, Tremont, VGI and Valhi.
Kelly D. Luttmer Tax director of Contran, the Company, Dixie
Holding, Dixie Rice, Kronos Worldwide,
National, NL, NOA, Southwest, Tremont, VGI
and Valhi.
J. Landis Martin (7) Chairman of the board, president and
chief executive officer of TIMET.
Andrew McCollam, Jr. (8) President and a director of Southwest;
director of Dixie Rice; and a private
investor.
W. Hayden McIlroy (9) Private investor primarily in real estate;
and a director of Valhi, Med Images, a
medical information company, and Cadco
Systems, Inc., a manufacturer of emergency
alert systems.
Harold M. Mire (10) Vice president of Dixie Rice and Southwest.
Robert E. Musgraves (7) Chief operating officer - North America
of TIMET.
Albert W. Niemi, Jr. (11) Dean of the Edwin L. Cox School of Business
at Southern Methodist University; and a
director of TIMET.
Name Present Principal Occupation
----------------------------- ---------------------------------------------
Bobby D. O'Brien Vice president, treasurer and director of
Dixie Holding, National, NOA and VGI; vice
president and treasurer of Contran, Dixie
Rice, Southwest, Tremont and Valhi; and vice
president of TIMET.
Glenn R. Simmons Vice chairman of the board of Contran, Dixie
Holding, Dixie Rice, National, NOA, Tremont,
VGI and Valhi; chairman of the board of the
Company and Keystone; director and executive
vice president of Southwest; a director of
Kronos Worldwide, NL and TIMET.
Harold C. Simmons Chairman of the board of Contran, Dixie
Holding, Dixie Rice, the Foundation,
National, NOA, Southwest, Tremont, Valhi and
VGI; chairman of the board and chief
executive officer of Kronos Worldwide and NL;
and trustee and member of the trust
investment committee of the CMRT.
Richard A. Smith (10) Vice president of Dixie Rice.
Gregory M. Swalwell Vice president and controller of Contran,
Dixie Holding, National, NOA, Southwest,
Tremont, Valhi and VGI; vice president,
finance and chief financial officer of Kronos
Worldwide and NL; vice president of Dixie
Rice; vice president of TIMET; and director,
vice president and treasurer of TFMC.
Name Present Principal Occupation
----------------------------- ---------------------------------------------
J. Walter Tucker, Jr. (12) President, treasurer and a director of Tucker
& Branham, Inc., a mortgage banking,
insurance and real estate company; vice
chairman of the board of Keystone; a director
of Valhi; and a member of the trust
investment committee of the CMRT.
Steven L. Watson Director and president of Contran, Dixie
Holding, Dixie Rice, National, NOA and VGI;
director, president and chief executive
officer of Valhi; president of Tremont;
director and executive vice president of
Southwest; director, vice president and
secretary of the Foundation; and a director
of the Company, Keystone, Kronos Worldwide,
NL and TIMET.
Paul J. Zucconi (13) A private investor and a director of TIMET.
----------
(1) The principal business address for Dr. Barry is Southern Methodist
University, Perkins Administration Bldg. #224, Dallas, Texas 75275.
(2) The principal business address for Mr. Edelcup is 17395 North Bay
Road, Suite 103, Sunny Isles Beach, Florida 33160.
(3) The principal business address for Ms. Garrett and Mr. Jacobs is 300
Delaware Avenue, Wilmington, Delaware 19801.
(4) The principal business address for Mr. Green is 10340 Strait Lane,
Dallas, Texas 75229.
(5) The principal business address for Dr. Hutchison is 8230 Walnut Hill
Lane, Dallas, Texas 75231.
(6) Mr. Leonhard is a citizen of France. His principal business address is
TIMET Savioe, 62 Avenue Paul Girod, 73400 Ugine, France.
(7) The principal business address for Messrs. Martin and Musgraves is
1999 Broadway, Suite 4300, Denver, Colorado 80202.
(8) The principal business address for Mr. McCollam is 402 Canal Street,
Houma, Louisiana 70360.
(9) The principal business address for Mr. McIlroy is 25 Highland Park
Village, Suite 100-341, Dallas, Texas 75225.
(10) The principal business address for Messrs. Mire and Smith is 600
Pasquiere Street, Gueydan, Louisiana 70542-0010.
(11) The principal business address for Dr. Niemi is Southern Methodist
University, Cox School of Business, 200 Fincher Building, Dallas,
Texas 75205-0333.
(12) The principal business address for Mr. Tucker is 400 E. Central
Boulevard, Orlando, Florida 32801.
(13) The principal business address for Mr. Zucconi is 2801 Mill Haven
Court, Plano, Texas 75093.
SCHEDULE C
Based upon ownership filings with the Commission or upon information
provided by the persons listed on Schedule B to this Statement, such persons may
be deemed to personally beneficially own Class A Shares, as outlined below:
Class A Stock Options
Name Shares Held Held (1) Total
----------------------- ------------- ------------- -------------
Eugene K. Anderson -0- 3,000 3,000
Thomas E. Barry -0- -0- -0-
Norman S. Edelcup 2,000 -0- 2,000
Lisa Simmons Epstein -0- -0- -0-
Victoria L. Garrett -0- -0- -0-
Robert D. Graham -0- -0- -0-
Norman N. Green -0- -0- -0-
J. Mark Hollingsworth -0- 7,000 7,000
Gary C. Hutchison -0- -0- -0-
Francis B. Jacobs, II -0- -0- -0-
Keith A. Johnson 700 4,000 4,700
Christian Leonhard -0- -0- -0-
William J. Lindquist -0- 10,000 10,000
A. Andrew R. Louis -0- 4,000 4,000
Kelly D. Luttmer 200 4,000 4,200
J. Landis Martin -0- -0- -0-
Andrew McCollam, Jr. -0- -0- -0-
W. Hayden McIlroy -0- -0- -0-
Harold M. Mire -0- -0- -0-
Class A Stock Options
Name Shares Held Held (1) Total
----------------------- ------------- ------------- -------------
Robert E. Musgraves -0- -0- -0-
Albert W. Niemi, Jr. -0- -0- -0-
Bobby D. O'Brien 300 10,000 10,300
Glenn R. Simmons (2) 12,500 55,600 68,100
Harold C. Simmons (3) 110,700 -0- 110,700
Richard A. Smith -0- -0- -0-
Gregory M. Swalwell -0- 5,000 5,000
J. Walter Tucker, Jr. -0- -0- -0-
Steven L. Watson 5,000 13,600 18,600
Paul J. Zucconi -0- -0- -0-
----------
(1) Represents Class A Shares issuable pursuant to the exercise within 60
days of the date of this Statement of stock options.
(2) Includes 500 Class A Shares held directly by Mr. Glenn R. Simmons'
spouse. Mr. Simmons disclaims beneficial ownership of all such Shares.
(3) Includes 20,000 Class A Shares held directly by Mr. Harold C. Simmons'
spouse. Does not include other Shares of which Mr. Simmons may be
deemed to possess indirect beneficial ownership as described in Items
2 and 5(a) of this Statement. Except for the 90,700 Class A Shares
that he holds directly, Mr. Simmons disclaims beneficial ownership of
all Shares.