0000072162-12-000008.txt : 20120524 0000072162-12-000008.hdr.sgml : 20120524 20120524173833 ACCESSION NUMBER: 0000072162-12-000008 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120524 FILED AS OF DATE: 20120524 DATE AS OF CHANGE: 20120524 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: 001-00640 FILM NUMBER: 12868663 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: NL INDUSTRIES INC CENTRAL INDEX KEY: 0000072162 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 135267260 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240-2697 BUSINESS PHONE: 972-233-1700 MAIL ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240-2697 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL LEAD CO DATE OF NAME CHANGE: 19710520 4 1 edgar.xml PRIMARY DOCUMENT X0305 4 2012-05-24 0000072162 NL INDUSTRIES INC NL 0001037854 SIMMONS HAROLD C 5430 LBJ FREEWAY, SUITE 1700 DALLAS TX 75240 1 1 1 0 Chairman of the Board & CEO Common stock $0.125 par value 2012-05-24 4 J 0 210 12.35 A 419601 I by Spouse Common stock $0.125 par value 2012-05-24 4 J 0 1000 12.37 A 420601 I by Spouse Common stock $0.125 par value 2012-05-24 4 J 0 1000 12.49 A 421601 I by Spouse Common stock $0.125 par value 1054607 D Common stock $0.125 par value 40387531 I by Valhi Common stock $0.125 par value 222100 I by TFMC Common stock $0.125 par value 2000 I by Kronos Open market purchase by the reporting person's spouse. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among 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 Valhi, Inc. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship to the reporting person. Directly held by TIMET Finance Management Company. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship to the reporting person. 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 reporting person. A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons 2012-05-24 EX-99 2 f4vhi120524hcs.htm ADDITIONAL INFORMATION
f4vhi120524hcs.txt



Exhibit 99

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")................................92.6%

TIMET Finance Management Company ("TFMC").....................1.9%

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

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

Contran Amended and Restated Deferred Compensation

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

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

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

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

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



     The following persons directly hold the following percentages of the

outstanding shares of common stock of TIMET:



VHC..........................................................23.9%

Annette C. Simmons...........................................12.5%

CMRT..........................................................8.8%

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

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

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

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

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

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............................................0.9%

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 10,814,370 shares, 3,558,600 shares and 1,724,916

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.