0001011657-11-000027.txt : 20110623 0001011657-11-000027.hdr.sgml : 20110623 20110623184024 ACCESSION NUMBER: 0001011657-11-000027 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20110623 FILED AS OF DATE: 20110623 DATE AS OF CHANGE: 20110623 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SIMMONS HAROLD C CENTRAL INDEX KEY: 0001037854 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14368 FILM NUMBER: 11928714 MAIL ADDRESS: STREET 1: THREE LINCOLN CENTRE STREET 2: 5430 LBJ FREEWAY STE 1700 CITY: DALLAS STATE: TX ZIP: 75240-2697 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TITANIUM METALS CORP CENTRAL INDEX KEY: 0001011657 STANDARD INDUSTRIAL CLASSIFICATION: SECONDARY SMELTING & REFINING OF NONFERROUS METALS [3341] IRS NUMBER: 135630895 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9722331700 MAIL ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 4 1 edgar.xml PRIMARY DOCUMENT X0303 4 2011-06-23 0001011657 TITANIUM METALS CORP TIE 0001037854 SIMMONS HAROLD C 5430 LBJ FREEWAY, SUITE 1700 DALLAS TX 75240 1 1 1 0 Chairman of the Board Common Stock, $.01 par value 2011-06-23 5 P 0 112200 17.0208 A 0 I by TFMC Common Stock, $.01 par value 41878081 I by VHC Common Stock, $.01 par value 21825875 I by Spouse Common Stock, $.01 par value 5629787 D Common Stock, $.01 par value 4245769 I By Kronos Common Stock, $.01 par value 3557355 I By Contran Common Stock, $.01 par value 882568 I By NL Common Stock, $.01 par value 826959 I By Valhi Common Stock, $.01 par value 566529 I By NL EMS Opern market purchases by TIMET Finance Management Company. See the Additional Information filed as Exhibit 99.2 to this statement for a description of the relationship to the persons joining in this filing. The price reported in Column 4 is a weighted average price. These acquisitions involved 14 purchases at prices ranging from $16.96 to $17.10 per share. See the Description of the Transaction filed as Exhibit 99.1 to this statement for a description of why this is a voluntary filing. Beneficially owned by TIMET Finance Management Company as described in Exhibit 99.1 to this statement. See the Additional Information filed as Exhibit 99.2 to this statement for a description of the relationship to the persons joining in this filing. Directly held by Valhi Holding Company. See the Additional Information filed as Exhibit 99.2 to this statement for a description of the relationship to the persons joining in this filing. Directly held by the reporting person's spouse. Mr. Simmons disclaims beneficial ownership of any shares of the issuer's common stock that his spouse holds. Directly held by Kronos Worldwide, Inc. See the Additional Information filed as Exhibit 99.2 to this statement for a description of the relationship to the persons joining in this filing. Directly held by Contran Corporation. See the Additional Information filed as Exhibit 99.2 to this statement for a description of the relationship to the persons joining in this filing. Directly held by NL Industries, Inc. See the Additional Information filed as Exhibit 99.2 to this statement for a description of the relationship to the persons joining in this filing. Directly held by Valhi, Inc. See the Additional Information filed as Exhibit 99.2 to this statement for a description of the relationship to the persons joining in this filing. Directly held by NL Environmental Management Services, Inc. See the Additional Information filed as Exhibit 99.2 to this statement for a description of the relationship to the persons joining in this filing. Exhibit Index Exhibit 99.1 Description of the Transaction Exhibit 99.2 Additional Information A. Andrew R. Louis, Attorney-in-fact for Harold C. Simmons 2011-06-23 A. Andrew R. Louis, Secretary for Contran Corporation 2011-06-23 A. Andrew R. Louis, Secretary for Valhi Holding Company 2011-06-23 A. Andrew R. Louis, Secretary for Dixie Rice Agricultural Corporation, Inc. 2011-06-23 EX-99 2 f4tie110623tfmcexh991.htm EXHIBIT 99.1 DESCRIPTION OF THE TRANSACTION 
F4tie110623tfmcexh991.txt



Exhibit 99.1

Description of the Transaction



TIMET Finance Management Company ("TFMC") purchased these shares in the open

market. See the Additional Information filed as Exhibit 99.2 to

this statement for additional relationships that TFMC and the issuer

have to the persons joining in this filing.



Since TFMC is a wholly owned subsidiary of the issuer and pursuant

to Delaware law and Section 13(d)(4) of the Securities Exchange Act of 1934, as

amended (the "Exchange Act"), the issuer treats the shares of its common stock

that TFMC holds as treasury stock.  Accordingly, there is no

beneficial ownership or reporting obligation under Section 16 of the Exchange

Act for purchases or holdings of the shares of the issuer's common stock by

TFMC.  As a result, this Form 4 is a voluntary report.  Each share

of the issuer's common stock purchased by TFMC reduces by one share

the outstanding shares of the issuer's common stock.
EX-99 3 f4vhi110616kroexh992.htm EXHIBIT 99.2 ADDITIONAL INFORMATION 
f4vhi110616kroexh992.txt



Exhibit 99.2

Additional Information



     The following persons directly hold the following percentages of the

outstanding shares of common stock of the issuer, Valhi, Inc. ("Valhi"):



Valhi Holding Company ("VHC")................................92.7%

TIMET Finance Management Company ("TFMC").....................1.3%

Harold Simmons Foundation, Inc. (the "Foundation")............0.8%

Contran Amended and Restated Deferred Compensation

  Trust ("CDCT")..............................................0.3%

Harold C. Simmons.............................................0.3%

Annette C. Simmons............................................0.2%

The Combined Master Retirement Trust ("CMRT").................0.1%

The Annette Simmons Grandchildren's Trust

  (the "Grandchildren's Trust") ..............................less than 0.1%

Contran Corporation ("Contran")...............................less than 0.1%



Titanium Metals Corporation ("TIMET") is the sole stockholder of TFMC.



     The following persons directly hold the following percentages of the

outstanding shares of common stock of Kronos Worldwide, Inc. ("Kronos"):



Valhi........................................................50.0%

NL Industries, Inc. ("NL")...................................30.4%

Harold C. Simmons.............................................0.4%

TFMC..........................................................0.3%

Annette C. Simmons............................................0.1%

Contran.......................................................less than 0.1%



     Except as otherwise indicated, the following persons directly hold the

following percentages of the outstanding shares of common stock of TIMET:



VHC..........................................................23.4%

Annette C. Simmons...........................................12.2%

CMRT..........................................................8.6%

Harold C. Simmons.............................................3.2%

Kronos........................................................2.4%

Contran.......................................................2.0%

NL............................................................0.8%

Valhi.........................................................0.5%

Foundation....................................................less than 0.1%

Grandchildren's Trust.........................................less than 0.1%



NL's percentage ownership of TIMET common stock includes 0.3% directly held by

a subsidiary of NL.



     The following persons directly hold the following percentages of the

outstanding shares of common stock of NL:



Valhi........................................................83.0%

Harold C. Simmons.............................................2.2%

Annette C. Simmons............................................0.6%

TFMC..........................................................0.5%

Kronos........................................................less than 0.1%



     Dixie Rice Agricultural Corporation, Inc. ("Dixie Rice") is the direct

holder of 100% of the outstanding shares of common stock of VHC.  Contran is the

holder of 100% of the outstanding shares of common stock of Dixie Rice.



     Substantially all of Contran's outstanding voting stock is held by trusts

established for the benefit of certain children and grandchildren of Harold C.

Simmons (the "Trusts"), of which Mr. Simmons is the sole trustee, or is held by

Mr. Simmons or persons or other entities related to Mr. Simmons.  As sole

trustee of each of the Trusts, Mr. Simmons has the power to vote and direct the

disposition of the shares of Contran stock held by each of the Trusts.  Mr.

Simmons, however, disclaims beneficial ownership of any shares of Contran stock

that the Trusts hold.



     The Foundation 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.



     Contran sponsors the CMRT as a trust to permit the collective investment by

master trusts that maintain the assets of certain employee benefit plans Contran

and related companies adopt.  Mr. Simmons is the sole trustee of the CMRT and a

member of the trust investment committee for the CMRT.  Mr. Simmons is a

participant in one or more of the employee benefit plans that invest through the

CMRT.



     U.S. Bank National Association serves as the trustee of the CDCT.  Contran

established the CDCT as an irrevocable "rabbi trust" to assist Contran in

meeting certain deferred compensation obligations that it owes to Harold C.

Simmons.  If the CDCT assets are insufficient to satisfy such obligations,

Contran is obligated to satisfy the balance of such obligations as they come

due.  Pursuant to the terms of the CDCT, Contran (i) retains the power to vote

the shares of the issuer's common stock held directly by the CDCT, (ii) retains

dispositive power over such shares and (iii) may be deemed the indirect

beneficial owner of such shares.



     Mr. Harold C. Simmons is chairman of the board of Kronos, Valhi, TIMET,

VHC, Dixie Rice and Contran, and chairman of the board and chief executive

officer of NL.



     By virtue of the offices held, the stock ownership and his services as

trustee, all as described above, (a) Mr. Simmons may be deemed to control

certain of such entities and (b) Mr. Simmons and certain of such entities may be

deemed to possess indirect beneficial ownership of, and a pecuniary interest in,

shares of common stock directly held by certain of such other entities. However,

Mr. Simmons disclaims such beneficial ownership of, and such pecuniary interest

in, such shares beneficially owned, directly or indirectly, by any of such

entities, except to the extent of his vested beneficial interest, if any, in the

shares the CDCT and the CMRT hold directly.



     The reporting person understands that NL, a subsidiary of NL and Kronos

directly own 3,604,790 shares, 1,186,200 shares and 574,972 shares,

respectively, of Valhi common stock as of the date of this statement. As already

stated, Valhi is the direct holder of approximately 83.0% of the outstanding

shares of common stock of NL and 50.0% of the outstanding shares of Kronos

common stock.  As a result of Valhi's direct and indirect ownership of NL, its

subsidiary and Kronos, the reporting person further understands that, pursuant

to Delaware law, Valhi treats the shares of Valhi common stock that NL, its

subsidiary and Kronos own as treasury stock for voting purposes. For the

purposes of this statement, such shares of Valhi common stock that NL, its

subsidiary and Kronos hold directly are not deemed outstanding.



     Annette C. Simmons is the wife of Harold C. Simmons.  Mr. Simmons may be

deemed to share indirect beneficial ownership of the shares that his wife holds

directly.  Mr. Simmons disclaims beneficial ownership of all securities that his

wife holds directly.  Mrs. Simmons disclaims beneficial ownership of all shares

she does not hold directly.



     The Grandchildren's Trust is a trust of which Harold C. Simmons and his

wife are trustees and the beneficiaries are the grandchildren of his wife.  Mr.

Simmons, as co-trustee of this trust, has the power to vote and direct the

disposition of the shares of Valhi common stock the trust holds. Mr. Simmons

disclaims beneficial ownership of any shares that this trust holds.