SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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)
July 27, 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 2,212,820
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
2,212,820
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,212,820
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.9%
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 2,212,820
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
2,212,820
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,212,820
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.9%
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 2,212,820
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
2,212,820
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,212,820
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.9%
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 2,586,820
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
2,586,820
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,586,820
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.1%
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 2,586,820
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
2,586,820
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,586,820
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.1%
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 2,586,820
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
2,586,820
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,586,820
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.1%
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 2,586,820
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
2,586,820
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,586,820
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.1%
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 2,586,820
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
2,586,820
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,586,820
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.1%
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 2,586,820
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
2,586,820
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,586,820
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.1%
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 2,586,820
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
2,586,820
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,586,820
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.1%
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 2,586,820
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
2,586,820
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,586,820
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.1%
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 2,586,820
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
2,586,820
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,586,820
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.1%
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 2,586,820
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
2,586,820
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,586,820
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.1%
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 2,606,820
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 90,700
10 SHARED DISPOSITIVE POWER
2,606,820
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. 7
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, 5 and
6 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, respectively;
(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 42.9% and 7.2%, respectively, of the
5,160,780 Class A Shares outstanding as of August 12, 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. As a result of its ownership of all of the Class
B Shares, Valcor directly holds approximately 66.0% 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 42.9% and 7.2%, respectively, of the
Outstanding Class A Shares, Valhi, directly and indirectly, may be deemed to
hold approximately 83.0% of the combined voting power (97.6% 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%, 11.4%, 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%, 3.3%, 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 11.4% 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, Tremont and TFMC are the direct holders of approximately 62.3%,
21.1% and 0.5%, 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,
69,475 shares of NL common stock and 43,400 shares of Valhi common stock. Mr.
Simmons may be deemed to share indirect beneficial ownership of such Shares. He
disclaims all such beneficial ownership.
Harold C. Simmons is the direct owner of 90,700 Class A Shares, 30,800
shares of NL common stock (including options exercisable for 6,000 shares of NL
common stock) and 3,383 shares of Valhi common stock.
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 40,000 shares of Valhi common stock. Mr. Simmons disclaims beneficial
ownership of these shares.
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 $11,574,788.50 (including commissions).
TFMC obtained such funds through an intercompany advance from TIMET, net of
amounts TIMET owed TFMC, if any.
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.
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.
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 2,212,820, 374,000, 90,700 and 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 2,212,820 Class A Shares (approximately 42.9% 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 2,586,820 Class A Shares (approximately 50.1% 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
2,697,520 Class A Shares (approximately 52.3% 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) TFMC, TIMET and Tremont may each be deemed to share the power to
vote and direct the disposition of the2,212,820 Class A Shares
(approximately 42.9% 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 2,586,820 Class A Shares
(approximately 50.1% 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 2,606,820 Class A Shares (approximately 50.5%
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 executed transactions in
Class A Shares since July 19, 2004, the last reported transaction in Amendment
No. 6 to this Statement. TFMC executed the following purchases in Class A Shares
on the New York Stock Exchange.
Number of Approximate Price Per Share ($)
Date Shares (exclusive of commissions)
------------ ------------- -------------------------------
07/20/04 500 $14.00
07/26/04 700 $14.00
07/27/04 744,910 $15.00
07/28/04 3,600 $14.00
07/29/04 500 $14.00
07/30/04 200 $13.99
07/30/04 13,300 $14.00
08/02/04 2,900 $14.00
08/05/04 4,200 $14.00
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Item 6 is amended as follows.
TIMET, TFMC and certain other subsidiaries of TIMET are parties to a $105.0
million revolving credit and letter of credit facility dated as of February 25,
2000, as amended and supplemented through June 2, 2004 (the "Congress
Facility"), with Congress Financial Corporation (Southwest)("Congress"). TFMC is
a guarantor of the Congress Facility. Borrowings under the Congress Facility
bear interest at the rate announced publicly from time to time by Congress as
its base rate plus 0.5% to 1.0% or at a rate of 2.0% to 2.5% over the London
interbank offered rate of interest ("LIBOR") (the interest rate depends on the
fixed charge coverage ratio as defined in the Congress Facility) and are due
February 25, 2006 or such extended maturity date as may be mutually agreed. The
Congress Facility requires TIMET's U.S. daily cash receipts to be used to reduce
outstanding borrowings, which may then be reborrowed, subject to the terms of
the agreement. TFMC's guarantee of the Congress Facility is collateralized by,
among other things, certain Class A Shares. On August 12, 2004, TFMC had pledged
all of its 2,212,820 Class A Shares under the Congress Facility. The foregoing
summary of the Congress Facility is qualified in its entirety by reference to
Exhibits 3 through 8 to this Statement, all of which are incorporated herein by
this 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: August 12, 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: August 12, 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: August 12, 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
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 each of:
TITANIUM METALS CORPORATION
TIMET FINANCE MANAGEMENT COMPANY