|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
CompX
Group, Inc.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
2,586,820
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-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) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.4%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
NL
Industries, Inc.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
Jersey
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
2,967,824
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
2,967,824
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,967,824
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.7%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
TIMET
Finance Management Company
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
3,451,424
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
3,451,424
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,451,424
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Titanium
Metals Corporation
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
3,451,424
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
3,451,424
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,451,424
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Valhi,
Inc.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
3,451,424
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
3,451,424
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,451,424
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Valhi
Holding Company
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
3,451,424
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
3,451,424
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,451,424
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Valhi
Group, Inc.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Nevada
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
3,451,424
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
3,451,424
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,451,424
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
National
City Lines, Inc.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
3,451,424
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
3,451,424
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,451,424
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
NOA,
Inc.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
3,451,424
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
3,451,424
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,451,424
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Dixie
Holding Company
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
3,451,424
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
3,451,424
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,451,424
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Dixie
Rice Agricultural Corporation, Inc.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Louisiana
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
3,451,424
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
3,451,424
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,451,424
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Southwest
Louisiana Land Company, Inc.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
3,451,424
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
3,451,424
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,451,424
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Contran
Corporation
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
3,451,424
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
3,451,424
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,451,424
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
The
Combined Master Retirement Trust
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
3,451,424
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
3,451,424
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,451,424
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
EP
|
||
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Harold
Simmons Foundation, Inc.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
3,451,424
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
3,451,424
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,451,424
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Harold
C. Simmons
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
PF
and OO
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
66,900
|
|
|
8
|
SHARED
VOTING POWER
3,471,424
|
||
|
9
|
SOLE
DISPOSITIVE POWER
66,900
|
||
|
10
|
SHARED
DISPOSITIVE POWER
3,471,424
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,900
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ý
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
||
|
Item
2.
|
Identity
and Background.
|
|
·
|
CompX
Group, Inc. (“CGI”) as a direct holder of Class A
Shares;
|
|
·
|
NL
Industries, Inc. (“NL”) by virtue of its direct ownership of CGI
and as a direct holder of Class A
Shares;
|
|
·
|
TIMET
Finance Management Company (“TFMC”) by virtue of its direct
ownership of CGI and NL and as a direct holder of Class A
Shares;
|
|
·
|
Titanium
Metals Corporation (“TIMET”) by virtue of its indirect ownership
of CGI and NL and direct ownership of
TFMC;
|
|
·
|
Valhi,
Inc. (“Valhi”), Valhi Holding Company (“VHC”), 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 CGI, TFMC and NL;
and
|
|
·
|
Harold
C. Simmons by virtue of his direct and indirect ownership of Class
A
Shares and his positions with Contran and certain of the other entities
(as described in this Statement).
|
|
Item
3.
|
Source
and Amount of Funds or Other
Consideration.
|
|
Item
4.
|
Purpose
of Transaction.
|
|
Item
5.
|
Interest
in Securities of the
Issuer.
|
|
Date
|
Number
of
Shares
|
Price
Per Share ($)
(exclusive
of commissions)
|
||||||
|
08/03/07
|
1,000
|
$ |
13.85
|
|||||
|
08/03/07
|
200
|
$ |
13.98
|
|||||
|
08/03/07
|
2,700
|
$ |
14.00
|
|||||
|
08/03/07
|
100
|
$ |
13.99
|
|||||
|
08/03/07
|
2,000
|
$ |
13.95
|
|||||
|
08/03/07
|
1,900
|
$ |
14.25
|
|||||
|
08/03/07
|
2,000
|
$ |
14.50
|
|||||
|
08/03/07
|
100
|
$ |
13.80
|
|||||
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
|
|
·
|
Valcor
a Promissory Note dated September 24, 2004 in the original principal
amount of $162,500,000.00 payable to the order of Valcor, Inc. and
executed by Kronos Worldwide, Inc. (the “Valcor Note”);
and
|
|
·
|
Valhi
a Promissory Note dated September 24, 2004 in the original principal
amount of $6,077,500.00 payable to the order of Valhi, Inc. and executed
by Kronos Worldwide, Inc. (the “Valhi
Note”).
|
|
Item
7.
|
Material
to be Filed as Exhibits.
|
|
Exhibit
1
|
Restated
Certificate of Incorporation of CompX International Inc., incorporated
by
reference to Exhibit 3.1 to Amendment No. 1 to the CompX International
Inc. Registration Statement on Form S-1 filed with the U.S. Securities
and
Exchange Commission on February 4, 1998 (registration number
333-42643).
|
|
Exhibit
2
|
Stock
Purchase Agreement dated as of March 15, 2004 by and between Titanium
Metals Corporation and TIMET Finance Management Company, incorporated
by
reference to Exhibit 2 to Amendment No. 4 to this Statement filed
with the
U.S. Securities and Exchange Commission on March 23,
2004.
|
|
Exhibit
3
|
Stock
Purchase Agreement dated September 24, 2004 between Valhi, Inc. and
Valcor, Inc., as sellers, and NL Industries, Inc., as purchaser,
incorporated by reference to Exhibit 10.1 to the Current Report on
Form
8-K that NL Industries, Inc. filed with the U.S. Securities and Exchange
Commission on September 29, 2004. The disclosure schedule
attachment to this Exhibit 8 has not been filed; upon request, the
Reporting Persons will furnish supplementally to the U.S. Securities
and
Exchange Commission a copy of this attachment.
|
|
Exhibit
4
|
Subscription
Agreement executed on October 5, 2004 but effective as of October
1, 2004
among NL Industries, Inc., TIMET Finance Management Company and CompX
Group, Inc., incorporated by reference to Exhibit 99.1 to the Current
Report on Form 8-K that NL Industries, Inc. filed with the U.S. Securities
and Exchange Commission on October 8, 2004. Certain of the
exhibits to this Exhibit 11 have been filed; upon request, the Reporting
Persons will furnish supplementally to the U.S. Securities and Exchange
Commission a copy of the omitted exhibits.
|
|
Exhibit
5
|
Voting
Agreement executed on October 5, 2004 but effective as of October
1, 2004
among NL Industries, Inc., TIMET Finance Management Company and CompX
Group, Inc., incorporated by reference to Exhibit 99.2 to the Current
Report on Form 8-K that NL Industries, Inc. filed with the U.S. Securities
and Exchange Commission on October 8, 2004.
|
|
Exhibit
6
|
Certificate
of Incorporation of CompX Group, Inc., incorporated by reference
to
Exhibit 99.3 to the Current Report on Form 8-K that NL Industries,
Inc.
filed with the U.S. Securities and Exchange Commission on October
8,
2004.
|
|
Exhibit
7
|
Tax
Agreement dated as of October 1, 2004 among NL Industries, Inc.,
Contran
Corporation and CompX International Inc., incorporated by reference
to
Exhibit 99.4 to the Current Report on Form 8-K that NL Industries,
Inc.
filed with the U.S. Securities and Exchange Commission on October
8,
2004.
|
|
Exhibit
8
|
Contran
Amended and Restated Deferred Compensation Trust effective as of
January
1, 2007 between Contran Corporation and U.S. Bank National Association,
incorporated by reference to Exhibit 1 to Amendment No. 69 to Schedule
13D
related to the common stock of Valhi, Inc. and filed with the U.S.
Securities and Exchange Commission on August 28, 2007 by Contran
Corporation, Dixie Holding Company, Dixie Rice Agricultural Corporation,
Inc., National City Lines, Inc., NOA, Inc., Southwest Louisiana Land
Company, Inc., Valhi Group, Inc., Valhi Holding Company and Harold
C.
Simmons.
|
|
|
Signature
|
|
Name
|
Present
Principal Occupation
|
|
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 Valhi.
|
|
James
W.
Brown
|
Vice
president, corporate finance of TIMET.
|
|
Keith
R. Coogan
(2)
|
Private
investor; director of Kronos Worldwide, Inc., a subsidiary of Valhi
(“Kronos Worldwide”), and TIMET
|
|
Norman
S. Edelcup
(3)
|
Mayor
of Sunny Isles Beach, Florida; director of CompX International Inc.,
a
subsidiary of NL (the “Company”), and Valhi; and trustee of the
Baron Funds, a mutual fund group.
|
|
L.
Andrew
Fleck
|
Vice
president of Dixie Rice and Southwest; real estate manager for
Contran.
|
|
Lisa
Simmons
Epstein
|
Director
and president of the Foundation.
|
|
Robert
D.
Graham
|
Vice
president of Contran, Dixie Holding, Dixie Rice, the Foundation,
National,
NOA, Southwest, Tremont, a wholly owned subsidiary of Valhi
(“Tremont”), Valhi, VGI and VHC; executive vice president of
TIMET; vice president and general counsel of Kronos Worldwide and
NL; and
vice president and general counsel of CGI.
|
|
Tim
C.
Hafer
|
Vice
president and controller of Kronos Worldwide and NL.
|
|
J.
Mark
Hollingsworth
|
Vice
president and general counsel of Contran, Dixie Holding, Dixie Rice,
National, NOA, Southwest, Tremont, Valhi, VGI and VHC; general counsel
of
the Foundation and the Company; trust counsel of The Combined Master
Retirement Trust, a trust Contran sponsors that permits the collective
investment by master trusts that maintain the assets of certain employee
benefit plans Contran and related companies adopt (the “CMRT”);
and acting general counsel of Keystone Consolidated Industries, Inc.,
a
subsidiary of Contran (“Keystone”).
|
|
Francis
B. Jacobs, II
(4)
|
Vice
president-client services of Stewart Management Company; and director,
vice president and assistant secretary of TFMC.
|
|
Keith
A.
Johnson
|
Controller
of the Foundation.
|
|
William
J.
Lindquist
|
Director
and senior vice president of Contran, Dixie Holding, National, NOA,
VGI
and VHC; senior vice president of Dixie Rice, Southwest, Tremont
and
Valhi; and a director of CGI.
|
|
A.
Andrew R.
Louis
|
Secretary
of CGI, Contran, the Company, Dixie Holding, Dixie Rice, Kronos Worldwide,
National, NL, NOA, Southwest, TIMET, Tremont, Valhi, VGI and
VHC.
|
|
Kelly
D.
Luttmer
|
Vice
president and tax director of Contran, CGI, the Company, Dixie Holding,
Dixie Rice, Kronos Worldwide, National, NL, NOA, Southwest, TIMET,
Tremont, Valhi, VGI and VHC.
|
|
Andrew
McCollam, Jr.
(5)
|
President
and a director of Southwest; director of Dixie Rice; and a private
investor.
|
|
W.
Hayden McIlroy
(6)
|
Private
investor primarily in real estate; and a director of Valhi and Cadco
Systems, Inc., a manufacturer of emergency alert
systems.
|
|
Cecil
H. Moore, Jr.
(7)
|
Director
of NL and Kronos Worldwide; and a private investor.
|
|
Andrew
B.
Nace
|
Vice
president and general counsel of TIMET.
|
|
Bobby
D.
O’Brien
|
Vice
president, chief financial officer and director of Dixie Holding,
National, NOA, VGI and VHC; executive vice president and chief financial
officer of TIMET; vice president and chief financial officer of Contran,
Dixie Rice, Southwest, Tremont and Valhi; and director of
CGI.
|
|
Glenn
R.
Simmons
|
Vice
chairman of the board of Contran, Dixie Holding, Dixie Rice, National,
NOA, Tremont, Valhi, VGI and VHC; chairman of the board of the Company
and
Keystone; director and executive vice president of Southwest; and
a
director of CGI, Kronos Worldwide, NL and TIMET.
|
|
Harold
C.
Simmons
|
Chairman
of the board of CGI, Contran, Dixie Holding, Dixie Rice, the Foundation,
National, NOA, Southwest, TIMET, Tremont, Valhi, VGI and VHC; chairman
of
the board and chief executive officer of Kronos Worldwide and NL;
and
trustee and member of the investment committee of the
CMRT.
|
|
Richard
A. Smith
(8)
|
Vice
president of Dixie Rice.
|
|
Thomas
P. Stafford
(9)
|
Director
of NL and TIMET; chairman of the NASA Advisory Council Task Force
on the
International Space Station Program.
|
|
John
A. St.
Wrba
|
Vice
president and treasurer of Contran, CGI, Dixie Holding, Dixie Rice,
Kronos
Worldwide, National, NL, NOA, Southwest, TIMET, Tremont, Valhi, VGI
and
VHC.
|
|
Scott
E.
Sullivan
|
Vice
president and controller of TIMET.
|
|
Gregory
M.
Swalwell
|
Vice
president and controller of Contran, Dixie Holding, National, NOA,
Southwest, Tremont, Valhi, VGI and VHC; vice president, finance and
chief
financial officer of CGI, Kronos Worldwide and NL; vice president
of Dixie
Rice and TIMET; and director, vice president and treasurer of
TFMC.
|
|
J.
Walter Tucker, Jr.
(10)
|
President,
treasurer and a director of Tucker & Branham, Inc., a mortgage
banking, insurance and real estate company; a director of Valhi;
and a
member of the investment committee of the CMRT.
|
|
Steven
L.
Watson
|
Director
and president of Contran, Dixie Holding, Dixie Rice, National, NOA,
VGI
and VHC; 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; vice chairman
of
Kronos Worldwide; vice chairman, president and chief executive officer
of
TIMET; and a director of CGI, the Company, Keystone and
NL.
|
|
Terry
N. Worrell
(11)
|
Director
of NL and TIMET; a private investor with Worrell Investments, Inc.,
a real
estate investment company.
|
|
Joan
L. Yori
(4)
|
Vice
president-client services of Stewart Management Company; and director,
president, secretary and assistant treasurer of TFMC.
|
|
Paul
J. Zucconi
(12)
|
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
address for Mr. Coogan is 5209 Englenook Court, Plano,
Texas 75023
|
|
(3)
|
The
principal business address for Mr. Edelcup is 17395 North Bay Road,
Suite
103, Sunny Isles Beach,
Florida 33160.
|
|
(4)
|
The
principal business address for Mr. Jacobs and Ms. Yori is Nemours
Building, Suite 1410, 1007 Orange Street, Wilmington,
Delaware 19801.
|
|
(5)
|
The
principal business address for Mr. McCollam is 402 Canal Street,
Houma,
Louisiana 70360.
|
|
(6)
|
The
principal business address for Mr. McIlroy is 25 Highland Park Village,
Suite 100-341, Dallas,
Texas 75225.
|
|
(7)
|
The
address for Mr. Moore is 4444 Beverly Drive, Dallas,
Texas 75205.
|
|
(8)
|
The
principal business address for Mr. Smith is 600 Pasquiere Street,
Gueydan,
Louisiana 70542-0010.
|
|
(9)
|
The
principal business address for Gen. Stafford (ret.) is Stafford Technology
Inc., Suite 102, 4200 Perimeter Center, Oklahoma City,
Oklahoma 73112.
|
|
(10)
|
The
principal business address for Mr. Tucker is 1350 North Orange Avenue,
Suite 102, Winter Park,
Florida 32789.
|
|
(11)
|
The
address for Mr. Worrell is 6909 Vassar, Dallas,
Texas 75205.
|
|
(12)
|
The
business address for Mr. Zucconi is 2801 Mill Haven Court, Plano,
Texas 75093.
|
|
Name
|
Class
A Shares Held
|
Stock
Options Held (1)
|
Total
|
|||||||||
|
Thomas
E.
Barry
|
-0-
|
-0-
|
-0-
|
|||||||||
|
James
W.
Brown
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Keith
R.
Coogan
|
3,500
|
-0-
|
3,500
|
|||||||||
|
Norman
S.
Edelcup
|
4,000
|
-0-
|
4,000
|
|||||||||
|
L.
Andrew
Fleck
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Lisa
Simmons
Epstein
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Robert
D.
Graham
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Tim
C.
Hafer
|
-0-
|
-0-
|
-0-
|
|||||||||
|
J.
Mark
Hollingsworth
|
-0-
|
7,000
|
7,000
|
|||||||||
|
Francis
B. Jacobs,
II
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Keith
A.
Johnson
|
-0-
|
4,000
|
4,000
|
|||||||||
|
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
|
|||||||||
|
Andrew
McCollam,
Jr.
|
-0-
|
-0-
|
-0-
|
|||||||||
|
W.
Hayden
McIlroy
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Cecil
H. Moore,
Jr.
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Andrew
B.
Nace
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Bobby
D.
O’Brien
|
300
|
10,000
|
10,300
|
|||||||||
|
Glenn
R. Simmons
(2)
|
17,500
|
56,000
|
73,500
|
|||||||||
|
Harold
C. Simmons
(3)
|
86,900
|
-0-
|
86,900
|
|||||||||
|
Richard
A.
Smith
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Thomas
P.
Stafford
|
-0-
|
-0-
|
-0-
|
|||||||||
|
John
A. St.
Wrba
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Scott
E.
Sullivan
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Gregory
M.
Swalwell
|
-0-
|
5,000
|
5,000
|
|||||||||
|
J.
Walter Tucker,
Jr.
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Steven
L.
Watson
|
8,000
|
16,000
|
24,000
|
|||||||||
|
Terry
N.
Worrell
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Joan
L.
Yori
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Paul
J.
Zucconi
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-0-
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-0-
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-0-
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(1)
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Represents
Class A Shares issuable pursuant to the exercise within 60 days of
the
date of this Statement of stock
options.
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(2)
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Includes
500 Class A Shares held directly by Mr. Glenn R. Simmons’
spouse. Mr. Simmons disclaims beneficial ownership of all such
Shares.
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(3)
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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 66,900 Class A
Shares that he holds directly, Mr. Simmons disclaims beneficial ownership
of all Shares.
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