0001011657-11-000013.txt : 20110324 0001011657-11-000013.hdr.sgml : 20110324 20110324173724 ACCESSION NUMBER: 0001011657-11-000013 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110324 FILED AS OF DATE: 20110324 DATE AS OF CHANGE: 20110324 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: 11710337 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CONTRAN CORP CENTRAL INDEX KEY: 0000024240 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14368 FILM NUMBER: 11710336 BUSINESS ADDRESS: STREET 1: 5430 LBJ FRWY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9724504228 MAIL ADDRESS: STREET 1: 5430 LBJ FRWY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DIXIE RICE AGRICULTURE CORP INC CENTRAL INDEX KEY: 0001074787 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14368 FILM NUMBER: 11710333 BUSINESS ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9722331700 MAIL ADDRESS: STREET 1: 600 PASQUIERE ST CITY: GUEYDAN STATE: LA ZIP: 70542 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VALHI HOLDING CO CENTRAL INDEX KEY: 0001338019 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14368 FILM NUMBER: 11710335 BUSINESS ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 972-233-1700 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 2011-03-24 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 0000024240 CONTRAN CORP 5430 LBJ FREEWAY, SUITE 1700 DALLAS TX 75240 0 0 1 0 0001338019 VALHI HOLDING CO 5430 LBJ FREEWAY, SUITE 1700 DALLAS TX 75240 0 0 1 0 0001074787 DIXIE RICE AGRICULTURE CORP INC 5430 LBJ FREEWAY, SUITE 1700 DALLAS TX 75240 0 0 1 0 Common Stock, $.01 par value 2011-03-24 5 J 0 120254 17.65 A 3425526 I by Kronos Common Stock, $.01 par value 2011-03-24 5 J 0 182568 17.60 A 3608094 I by Kronos Common Stock, $.01 par value 2011-03-24 5 J 0 54100 17.645 A 3662194 I by Kronos Common Stock, $.01 par value 2011-03-24 5 J 0 18097 17.57 A 3680291 I by Kronos Common Stock, $.01 par value 2011-03-24 5 J 0 11300 17.64 A 3691591 I by Kronos Common Stock, $.01 par value 2011-03-24 5 J 0 4636 17.58 A 3696227 I by Kronos Common Stock, $.01 par value 2011-03-24 5 J 0 3000 17.59 A 3699227 I by Kronos Common Stock, $.01 par value 2011-03-24 5 J 0 2700 17.5975 A 3701927 I by Kronos Common Stock, $.01 par value 2011-03-24 5 J 0 1500 17.56 A 3703427 I by Kronos Common Stock, $.01 par value 2011-03-24 5 J 0 1000 17.575 A 3704427 I by Kronos Common Stock, $.01 par value 2011-03-24 5 J 0 800 17.595 A 3705227 I by Kronos Common Stock, $.01 par value 2011-03-24 5 J 0 45 17.5899 A 3705272 I by Kronos Common Stock, $.01 par value 41878081 I by VHC Common Stock, $.01 par value 21825875 I by Spouse Common Stock, $.01 par value 5628787 D 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 Open market purchase by Kronos Worldwide, Inc. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships to the persons joining in this filing. Directly held by Kronos Worldwide, Inc. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships to the persons joining in this filing. Directly held by Valhi Holding Company. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships 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. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships 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 relationships 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 relationships 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 relationships 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 relationships to the persons joining in this filing. Exhibit Index Exhibit 99 - Additional Information A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons 2011-03-24 A. Andrew R. Louis, Secretary, for Contran Corporation 2011-03-24 A. Andrew R. Louis, Secretary, for Valhi Holding Company 2011-03-24 A. Andrew R. Louis, Secretary, for Dixie Rice Agricultural Corporation, Inc. 2011-03-24 EX-99 2 f4tie110324kro.htm ADDITIONAL INFORMATION

f4tie110324kro.txt



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 the issuer, Titanium Metals Corporation ("TIMET"):



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

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

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

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

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

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

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

Valhi, Inc. ("Valhi").........................................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 direct holder of 100% of the outstanding shares of common stock of NL

EMS.



 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:



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

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

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

TIMET Finance Management Company ("TFMC").....................0.5%

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



The issuer is the direct holder of 100% of the outstanding shares of common

stock of TFMC.



 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%

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

TFMC..........................................................0.1%

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

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:



VHC..........................................................92.5%

TFMC..........................................................1.3%

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

Contran Amended and Restated Deferred Compensation

  Trust (the "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%



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 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.



 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 and NL EMS directly own 3,604,790 shares and 1,186,200 shares,

respectively, of Valhi common stock.  Kronos owns 333,240 shares of Valhi

common stock.  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 the issuer, 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

the issuer's 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 of the issuer's common stock the CMRT directly holds.  Other

than securities that she holds directly, Mrs. Simmons disclaims beneficial

ownership of, and a pecuniary interest in, all of the issuer's securities

beneficially owned, directly or indirectly, by any of such entities or Mr.

Simmons.



 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 securities 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.