0001011657-11-000017.txt : 20110519 0001011657-11-000017.hdr.sgml : 20110519 20110519171701 ACCESSION NUMBER: 0001011657-11-000017 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110519 FILED AS OF DATE: 20110519 DATE AS OF CHANGE: 20110519 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: 11858775 MAIL ADDRESS: STREET 1: THREE LINCOLN CENTRE STREET 2: 5430 LBJ FREEWAY STE 1700 CITY: DALLAS STATE: TX ZIP: 75240-2697 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Simmons Annette C CENTRAL INDEX KEY: 0001302221 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14368 FILM NUMBER: 11858774 MAIL ADDRESS: STREET 1: 5430 LBJ FREEWAY, SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 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 2011-05-19 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 0001302221 Simmons Annette C 5430 LBJ FREEWAY, SUITE 1700 DALLAS TX 75240 0 0 1 0 Common Stock, $.01 par value 2011-05-19 4 A 0 1000 A 5629787 D Common Stock, $.01 par value 41878081 I by VHC Common Stock, $.01 par value 21825875 I by Spouse Common Stock, $.01 par value 3745769 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 Common Stock, $.01 par value 15432 I by Trust Shares issued for no cash consideration to directors under the Titanium Metals Corporation 2008 Long-Term Incentive Plan. Directly held by Valhi Holding Company. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship to the persons joining in this filing. Directly held by the reporting person's spouse. The reporting person disclaims beneficial ownership of these shares . Directly held by Kronos Worldwide, Inc. See the Additional Information filed as Exhibit 99 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 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 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 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 to this statement for a description of the relationship to the persons joining in this filing. Directly held by The Annette Simmons Grandchildren's Trust. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship to the persons joining in this filing. Exhibit Index: Exhibit 99 Additional Information A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons 2011-05-19 A. Andrew R. Louis, Attorney-in-fact, for Annette C. Simmons 2011-05-19 EX-99 2 f4tie110519hcs.htm EXHIBIT 99 ADDITIONAL INFORMATION

f4tie110519hcs.txt



Exhibit 99

Additional Information



     The following persons directly hold the following percentages of the

outstanding shares of common stock of the issuer, Titanium Metals Corporation

("TIMET"):



Valhi Holding Company ("VHC")................................23.2%

Annette C. Simmons...........................................12.1%

The Combined Master Retirement Trust ("CMRT").................8.6%

Harold C. Simmons.............................................3.1%

Kronos Worldwide, Inc. ("Kronos").............................2.1%

Contran Corporation ("Contran")...............................2.0%

Valhi, Inc. ("Valhi").........................................0.5%

NL Industries, Inc. ("NL")....................................0.5%

NL Environmental Management Services, Inc. ("NL EMS").........0.3%

Harold Simmons Foundation, Inc. (the "Foundation")...........less than 0.1%

The Annette Simmons Grandchildren's Trust

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



NL is the sole stockholder of NL EMS.



 The following persons directly hold the following percentages of the

outstanding shares of common stock of Valhi:



VHC..........................................................92.7%

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

Foundation....................................................0.8%

Contran Amended and Restated Deferred Compensation

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

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

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

CMRT..........................................................0.1%

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

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



TIMET is the sole stockholder of TFMC.



     The following persons directly hold the following percentages of the

outstanding shares of common stock of Kronos:



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

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

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

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

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

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



     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 486,799 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.