0001011657-12-000019.txt : 20121221 0001011657-12-000019.hdr.sgml : 20121221 20121221213258 ACCESSION NUMBER: 0001011657-12-000019 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121220 FILED AS OF DATE: 20121221 DATE AS OF CHANGE: 20121221 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: 121283492 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 X0306 4 2012-12-20 1 0001011657 TITANIUM METALS CORP TIE 0001037854 SIMMONS HAROLD C 5430 LBJ FREEWAY, SUITE 1700 DALLAS TX 75240 0 0 0 1 Former insider Common Stock, $.01 par value 2012-12-20 4 U 0 5630787 16.50 D 0 D Common Stock, $.01 par value 2012-12-20 4 U 0 21856875 16.50 D 0 I by Spouse Common Stock, $.01 par value 2012-12-20 4 U 0 14132 16.50 D 0 I by Trust Common Stock, $.01 par value 2012-12-20 4 U 0 41878081 16.50 D 0 I by VHC Common Stock, $.01 par value 2012-12-20 4 U 0 4245769 16.50 D 0 I By Kronos Common Stock, $.01 par value 2012-12-20 4 U 0 3322355 16.50 D 0 I By Contran Common Stock, $.01 par value 2012-12-20 4 U 0 882568 16.50 D 0 I By NL Common Stock, $.01 par value 2012-12-20 4 U 0 826959 16.50 D 0 I By Valhi Common Stock, $.01 par value 2012-12-20 4 U 0 566529 16.50 D 0 I By NL EMS Sale in a tender offer of all of the shares directly owned by Annette C. Simmons. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the reporting persons. Sale in a tender offer of all of the shares directly owned by The Annette Simmons Grandchildren's Trust. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the reporting persons. Sale in a tender offer of all of the shares directly owned by Valhi Holding Company. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the reporting persons. Sale in a tender offer of all of the shares directly owned by Kronos Worldwide, Inc. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the reporting persons. Sale in a tender offer of all of the shares directly owned by Contran Corporation. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the reporting persons. Sale in a tender offer of all of the shares directly owned by NL Industries, Inc. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the reporting persons. Sale in a tender offer of all of the shares directly owned by Valhi, Inc. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the reporting persons. Sale in a tender offer of all of the shares directly owned by NL Environmental Management Services, Inc. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the reporting persons. Exhibit Index Exhibit 99 Additional Information A. Andrew R. Louis, Attorney-in-fact for Harold C. Simmons 2012-12-21 A. Andrew R. Louis, Attorney-in-fact for Annette C. Simmons 2012-12-21 A. Andrew R. Louis, Attorney-in-fact for Valhi Holding Company 2012-12-21 A. Andrew R. Louis, Attorney-in-fact for Contran Corporation 2012-12-21 A. Andrew R. Louis, Attorney-in-fact for Dixie Rice Agriculture Corporation, Inc. 2012-12-21 EX-99 2 f4tie121221hcs.htm EXHIBIT 99 ADDITIONAL INFORMATION

F4tie121221hcs

Exhibit 99

Additional Information

Harold C. Simmons and the following persons or entities related

to him are the direct holders of the following percentages of

the outstanding shares of common stock of NL Industries, Inc.

("NL"):

Valhi, Inc. ("Valhi")....................................83.0%

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

Annette C. Simmons........................................0.9%

Kronos Worldwide, Inc. ("Kronos")...............less than 0.1%

Harold C. Simmons and the following persons or entities related

to him are the direct holders of the following percentages of

the outstanding shares of common stock of Kronos:

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

NL.......................................................30.4%

Annette C. Simmons........................................0.8%

Harold C. Simmons.........................................0.7%

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

Harold C. Simmons and the following persons or entities related

to him are the direct holders of the following percentages of

the outstanding shares of common stock of Valhi:

Valhi Holding Company ("VHC")............................92.6%

Harold Simmons Foundation, Inc. (the "Foundation")........0.7%

Harold C. Simmons.........................................0.5%

Contran Amended and Restated Deferred

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

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

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

The Annette Simmons Grandchildren's Trust

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

Contran Corporation ("Contran").................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, and a pecuniary interest in, any shares

of Contran stock that the Trusts hold.

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 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.

Contran sponsors the CMRT, which permits the collective

investment by master trusts that maintain the assets of certain

employee benefit plans Contran and related companies adopt.

Harold C. 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.

The Foundation is a tax-exempt foundation organized for

charitable purposes. Harold C. Simmons is the chairman of the

board of the Foundation.

NL, NL Environmental Management Services, Inc., a wholly owned

subsidiary of NL ("NL EMS"), and Kronos directly own 10,814,370

shares, 3,558,600 shares and 1,724,916 shares of Valhi common

stock, respectively. As already stated, Valhi directly holds

83.0% of the outstanding shares of NL common stock and 50.0% of

the outstanding shares of Kronos common stock. Pursuant to

Delaware law, Valhi treats the shares of Valhi common stock that

NL, NL EMS and Kronos 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 and chief

executive officer of NL and chairman of the board of Kronos,

Valhi, VHC, Dixie Rice, Southwest and Contran.

By virtue of the holding of the offices, the stock ownership and

his services as trustee, all as described above, (a) 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 shares of securities

directly held by certain of such other entities. However, Mr.

Simmons disclaims beneficial ownership of, and a pecuniary

interest in, the securities 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 CMRT

directly holds.

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

Simmons may be deemed to share indirect beneficial ownership of

her shares. Mr. Simmons disclaims beneficial ownership of all

shares that his wife holds directly. Mrs. Simmons disclaims

beneficial ownership of all shares she does not hold directly.

Mr. and Mrs. Simmons are each a co-trustee of the

Grandchildren's Trust, the beneficiaries of which are the

grandchildren of Mrs. Simmons. They each have the power to vote

and direct the disposition of the shares of the common stock the

trust holds. Mr. Simmons and his wife each disclaim beneficial

ownership of, and a pecuniary interest in, any shares that this

trust holds.