0001049606-18-000013.txt : 20180718 0001049606-18-000013.hdr.sgml : 20180718 20180718171215 ACCESSION NUMBER: 0001049606-18-000013 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180717 FILED AS OF DATE: 20180718 DATE AS OF CHANGE: 20180718 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Harold C. Simmons Family Trust No. 2 CENTRAL INDEX KEY: 0001600851 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13905 FILM NUMBER: 18958949 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Simmons Lisa K CENTRAL INDEX KEY: 0001599736 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13905 FILM NUMBER: 18958950 MAIL ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CONNELLY SERENA S CENTRAL INDEX KEY: 0001520515 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13905 FILM NUMBER: 18958951 MAIL ADDRESS: STREET 1: 5430 LBJ FREEWAY, SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NL INDUSTRIES INC CENTRAL INDEX KEY: 0000072162 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13905 FILM NUMBER: 18958952 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 NAME: FORMER CONFORMED NAME: NATIONAL LEAD CO DATE OF NAME CHANGE: 19710520 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COMPX INTERNATIONAL INC CENTRAL INDEX KEY: 0001049606 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 570981653 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240-2697 BUSINESS PHONE: 9724481400 MAIL ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240-2697 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2018-07-17 0001049606 COMPX INTERNATIONAL INC CIX 0001600851 Harold C. Simmons Family Trust No. 2 THREE LINCOLN CENTER, 5430 LBJ FREEWAY SUITE 1700 DALLAS TX 75240 0 0 1 0 0001599736 Simmons Lisa K THREE LINCOLN CENTER, 5430 LBJ FREEWAY SUITE 1700 DALLAS TX 75240 0 0 1 0 0001520515 CONNELLY SERENA S THREE LINCOLN CENTER, 5430 LBJ FREEWAY SUITE 1700 DALLAS TX 75240 0 0 1 0 0000072162 NL INDUSTRIES INC 5430 LBJ FREEWAY, SUITE 1700 DALLAS TX 75240 0 0 1 0 Class A Common Stock, par value $0.01 per share 2018-07-17 4 J 0 10000000 A 10755104 I By NL Class A Common Stock, par value $0.01 per share 5900 I By Contran Class A Common Stock, par value $0.01 per share 3000 I By Kronos Class A Common Stock, par value $0.01 per share 2000 D On July 17, 2018, NL Industries, Inc. ("NL") converted all its 10,000,000 shares of class B common stock, par value $0.01 per share (the "Class B Shares") of CompX International Inc. ("CompX") into 10,000,000 shares of class A common stock, par value $0.01 per share, of CompX, for no additional consideration, pursuant to the terms of the Second Amended and Restated Certificate of Incorporation of CompX. Directly held by NL. See Exhibit 99.1 to this statement for a description of the relationship of additional persons who may be deemed to beneficially own these shares. Directly held by Contran Corporation. See Exhibit 99.1 to this statement for a description of the relationship of additional persons who may be deemed to beneficially own these shares. Directly held by Kronos Worldwide, Inc. See Exhibit 99.1 to this statement for a description of the relationship of additional persons who may be deemed to beneficially own these shares. Directly held by Serena Simmons Connelly. Andrew B. Nace, Attorney-in-fact, for Lisa K.Simmons, Co-Trustee of the Harold C. Simmons Family Trust No. 2 2018-07-18 Andrew B. Nace, Attorney-in-fact, for Serena S. Connelly, Co-Trustee of the Harold C. Simmons Family Trust No. 2 2018-07-18 Andrew B. Nace, Executive Vice President of NL Industries, Inc. 2018-07-18 EX-99 2 f4cix180718ex991.htm EXHIBIT 99.1 ADDITIONAL INFORMATION

Exhibit 99.1



      The following is a description of the relationships among

the Reporting Persons and certain related entities or persons

that may be deemed to beneficially own shares of the class A

common stock, par value $0.01 per share (the "Class A Shares")

of CompX, the issuer.



      All of the outstanding voting stock of Contran Corporation

("Contran") is held by the Harold C. Simmons Family Trust No. 2

(the "Family Trust") established for the benefit of Lisa K.

Simmons and Serena Simmons Connelly and their children, for

which Ms. Simmons and Ms. Connelly are co-trustees, or is held

directly by Ms. Simmons and Ms. Connelly or entities related to

them. Ms. Simmons and Ms. Connelly are sisters.



      Ms. Simmons and Ms. Connelly also serve as co-chairs of the

Contran board of directors (the "Contran Board"), and one other

member of Contran management also serves on the Contran Board.

As co-trustees of the Family Trust, Ms. Simmons and Ms. Connelly

have the shared power to vote and direct the disposition of the

shares of Contran stock held by the Family Trust, and Ms.

Simmons and Ms. Connelly each has the power to vote and direct

the disposition of shares of Contran stock they hold directly or

which is held by other entities related to them.



      Contran is the holder of 100% of the outstanding common

stock of Dixie Rice Agricultural L.L.C.("Dixie Rice")and may be

deemed to control Dixie Rice.  Dixie Rice is the direct holder

of 100% of the outstanding common stock of Valhi Holding company

("VHC") and may be deemed to control VHC.



      Ms. Simmons and Ms. Connelly directly hold, or are related

to the following persons or entities that directly hold,

the following percentages of the outstanding Class A Shares:



NL....................................................86.6%

Contran........................................Less than 1%

Kronos Worldwide, Inc. ("Kronos Worldwide")... Less than 1%

Serena Simmons Connelly........................Less than 1%



There are no shares of class B common stock of CompX

outstanding.



      Ms. Simmons and Ms. Connelly directly hold, or are related

to the following persons or entities that directly hold, the

following percentages of the outstanding shares of NL common

stock:



Valhi, Inc. ("Valhi")................................82.9%

Kronos Worldwide.............................Less than 1%

Serena Simmons Connelly......................Less than 1%



Together, Valhi and Kronos Worldwide may be deemed to control

NL.



      Ms. Simmons and Ms. Connelly directly hold, or are related

to the following persons or entities that directly hold,

the following percentages of the outstanding shares of Kronos

Worldwide common stock:



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

NLKW Holding LLC ("NLKW").............................30.4%

Contran....................................... Less than 1%

Serena Simmons Connelly........................Less than 1%



Together, Valhi, NL (and its wholly-owned subsidiary NLKW) and

Contran may be deemed to control Kronos Worldwide.



      Ms. Simmons and Ms. Connelly directly hold, or are related

to the following persons or entities that directly hold, the

following percentages of the outstanding shares of Valhi common

stock:



VHC...................................................91.5%

Serena Simmons Connelly........................Less than 1%



VHC may be deemed to control Valhi.  Contran may be deemed to

control VHC, by virtue of its ownership of Dixie Rice shares.



      NL (including a wholly-owned subsidiary of NL) and Kronos

Worldwide own 14,372,970 shares and 1,724,916 shares,

respectively of Valhi common stock. As already stated, Valhi is

the direct holder of approximately 82.9% of the outstanding

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

of Kronos Worldwide common stock.  As a result of Valhi's direct

and indirect ownership of NL and Kronos Worldwide and pursuant

to Delaware law and Section 13(d)(4) of the Exchange Act, Valhi

treats the shares of Valhi common stock that NL and Kronos

Worldwide own as treasury stock for voting purposes. For the

purposes of this statement, such shares of Valhi common stock

that NL and Kronos Worldwide hold are not deemed outstanding.



      By virtue of the stock ownership of each of Kronos

Worldwide, NL, Valhi, VHC, Dixie Rice and Contran, the role of

Ms. Simmons and Ms. Connelly as co-trustees of the Family Trust,

Ms. Simmons and Ms. Connelly being beneficiaries of the Family

Trust, the direct holdings of Contran voting stock by each of

Ms. Simmons, Ms. Connelly and entities related to them, the

positions as co-chairs of the Contran Board by each of

Ms. Simmons and Ms. Connelly, in each case as described above,

(a) Ms. Simmons and Ms. Connelly may be deemed to control the

Family Trust, Contran, Dixie Rice, VHC, Valhi, NL, and Kronos

Worldwide and CompX and (b) Ms. Simmons and Ms. Connelly,

Contran, Dixie Rice, VHC, Valhi, NL and Kronos Worldwide may be

deemed to possess indirect beneficial ownership of, and a

pecuniary interest in, shares of common stock directly held by

such entities, including any Class A Shares.  However, except

for the 2,000 Class A Shares she holds directly, Ms. Connelly

disclaims beneficial ownership of all Class A Shares, except to

the extent of her pecuniary interest in such Shares, if any. Ms.

Simmons disclaims beneficial ownership of all Class A Shares

except to the extent of her pecuniary interest in such shares,

if any.