|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Valhi,
Inc.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
WC
& OO
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
40,609,631
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
40,609,631
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,609,631
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
83.6%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
TIMET
Finance Management Company
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
WC
& OO
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
40,609,631
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
40,609,631
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,609,631
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
83.6%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Titanium
Metals Corporation
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
Not
applicable
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
40,609,631
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
40,609,631
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,609,631
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
83.6%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Valhi
Holding Company
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
Not
Applicable
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
40,609,631
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
40,609,631
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,609,631
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
83.6%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Dixie
Rice Agricultural Corporation, Inc.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
Not
applicable
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Louisiana
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
40,609,631
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
40,609,631
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,609,631
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
83.6%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Contran
Corporation
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
Not
applicable
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
40,609,631
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
40,609,631
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,609,631
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
83.6%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
The
Combined Master Retirement Trust
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
Not
applicable
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
40,609,631
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
40,609,631
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,609,631
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
83.6%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
EP
|
||
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Harold
Simmons Foundation, Inc.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
Not
applicable
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
40,609,631
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
40,609,631
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,609,631
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
83.6%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Harold
C. Simmons
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
PF
and OO
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
739,600
|
|
|
8
|
SHARED
VOTING POWER
40,879,406
|
||
|
9
|
SOLE
DISPOSITIVE POWER
739,600
|
||
|
10
|
SHARED
DISPOSITIVE POWER
40,879,406
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
739,600
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ý
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
||
|
Item
1.
|
Security
and Issuer.
|
|
Item
2.
|
Identity
and Background.
|
|
·
|
by
Valhi, Inc. (“Valhi”) as a
direct
holder of Shares and as the indirect holder of Shares held directly
by
TIMET Finance Management Company (“TFMC”);
|
|
·
|
by
virtue of the direct and indirect ownership of securities of Valhi,
by
TFMC, Titanium Metals Corporation (“TIMET”), Valhi
Holding
Company, (“VHC”),
Dixie Rice Agricultural Corporation, Inc. (“Dixie Rice”), Contran
Corporation (“Contran”), The
Combined
Master Retirement Trust (the “CMRT”) and the
Harold
Simmons Foundation, Inc. (the “Foundation”);
and
|
|
·
|
by
virtue of positions he holds with Contran and certain of the other
entities (as reported on this Statement), by Harold C. Simmons
(collectively, the “Reporting
Persons”).
|
|
Item
3.
|
Source
and Amount of Funds or Other Consideration.
|
|
Item
4.
|
Purpose
of Transaction.
|
|
Item
5.
|
Interest
in Securities of the Issuer.
|
|
Date
|
Number
of Shares
|
Approximate
Price Per Share ($)
(exclusive
of commissions)
|
|
11/20/07
|
200
|
$9.48
|
|
11/20/07
|
4,400
|
$9.50
|
|
11/20/07
|
2,300
|
$9.53
|
|
11/20/07
|
800
|
$9.54
|
|
11/20/07
|
3,500
|
$9.55
|
|
11/20/07
|
900
|
$9.57
|
|
11/20/07
|
500
|
$9.59
|
|
11/20/07
|
7,400
|
$9.60
|
|
11/21/07
|
300
|
$9.95
|
|
11/21/07
|
1,700
|
$9.97
|
|
11/21/07
|
200
|
$9.98
|
|
11/21/07
|
200
|
$9.99
|
|
11/21/07
|
7,600
|
$10.00
|
|
11/26/07
|
800
|
$9.63
|
|
11/26/07
|
100
|
$9.65
|
|
11/26/07
|
500
|
$9.67
|
|
11/26/07
|
200
|
$9.68
|
|
11/26/07
|
400
|
$9.69
|
|
11/26/07
|
15,900
|
$9.70
|
|
11/26/07
|
400
|
$9.74
|
|
11/26/07
|
1,100
|
$9.75
|
|
11/26/07
|
400
|
$9.67
|
|
11/26/07
|
200
|
$9.66
|
|
12/18/07
|
400
|
$9.79
|
|
12/18/07
|
200
|
$9.78
|
|
12/18/07
|
100
|
$9.80
|
|
12/18/07
|
300
|
$9.85
|
|
12/18/07
|
100
|
$9.89
|
|
12/18/07
|
700
|
$9.90
|
|
12/18/07
|
100
|
$9.95
|
|
12/18/07
|
200
|
$9.98
|
|
12/18/07
|
3,300
|
$9.99
|
|
12/18/07
|
300
|
$9.93
|
|
01/09/08
|
500
|
$8.83
|
|
01/09/08
|
1,100
|
$8.84
|
|
01/09/08
|
100
|
$8.85
|
|
01/09/08
|
400
|
$8.87
|
|
01/09/08
|
400
|
$8.88
|
|
01/09/08
|
300
|
$8.89
|
|
01/09/08
|
200
|
$8.81
|
|
01/09/08
|
3,400
|
$8.97
|
|
01/09/08
|
1,300
|
$8.94
|
|
01/09/08
|
1,000
|
$8.92
|
|
01/09/08
|
500
|
$8.93
|
|
01/09/08
|
700
|
$8.96
|
|
01/09/08
|
700
|
$8.98
|
|
01/09/08
|
800
|
$8.99
|
|
01/09/08
|
14,400
|
$9.00
|
|
01/09/08
|
5,300
|
$8.95
|
|
01/09/08
|
200
|
$8.78
|
|
01/09/08
|
600
|
$8.76
|
|
01/09/08
|
8,100
|
$8.85
|
|
01/10/08
|
5,100
|
$9.50
|
|
01/11/08
|
10,000
|
$9.75
|
|
01/17/08
|
100
|
$9.49
|
|
01/17/08
|
10,300
|
$9.50
|
|
01/17/08
|
100
|
$9.48
|
|
01/17/08
|
200
|
$9.58
|
|
01/17/08
|
200
|
$9.55
|
|
01/17/08
|
100
|
$9.56
|
|
01/17/08
|
500
|
$9.60
|
|
01/17/08
|
400
|
$9.67
|
|
01/17/08
|
2,000
|
$9.68
|
|
01/17/08
|
3,900
|
$9.70
|
|
01/17/08
|
100
|
$9.63
|
|
01/17/08
|
2,200
|
$9.72
|
|
01/17/08
|
100
|
$9.66
|
|
01/17/08
|
100
|
$9.73
|
|
01/17/08
|
9,100
|
$9.75
|
|
01/17/08
|
100
|
$9.69
|
|
01/17/08
|
100
|
$9.66
|
|
01/17/08
|
300
|
$9.71
|
|
01/17/08
|
100
|
$9.74
|
|
01/17/08
|
5,000
|
$9.20
|
|
01/17/08
|
2,300
|
$9.00
|
|
01/18/08
|
5,000
|
$8.80
|
|
01/18/08
|
300
|
$8.76
|
|
01/18/08
|
100
|
$8.78
|
|
01/18/08
|
7,200
|
$8.85
|
|
01/18/08
|
300
|
$8.87
|
|
01/18/08
|
200
|
$8.76
|
|
01/18/08
|
3,200
|
$8.87
|
|
01/18/08
|
500
|
$8.86
|
|
01/18/08
|
200
|
$8.91
|
|
01/18/08
|
100
|
$8.86
|
|
01/18/08
|
8,600
|
$8.95
|
|
01/18/08
|
600
|
$8.96
|
|
01/18/08
|
600
|
$8.97
|
|
01/18/08
|
200
|
$8.90
|
|
01/18/08
|
300
|
$8.99
|
|
01/18/08
|
2,600
|
$8.98
|
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
|
|
|
Steven
L. Watson
|
|
|
Gregory
M. Swalwell
|
|
Name
|
Present
Principal Occupation
|
|
Thomas
E. Barry
(1)
|
Vice
president for executive affairs at Southern Methodist University
and
professor of marketing in the Edwin L. Cox School of Business at
Southern
Methodist University; and a director of Valhi.
|
|
James
W.
Brown
|
Vice
president and chief financial officer of TIMET.
|
|
Keith
R. Coogan
(2)
|
President
and chief executive officer of Pomeroy IT Solutions, Inc., a technology and services
solution
provider; and a director of Kronos Worldwide, Inc., a subsidiary of
Valhi (“Kronos
Worldwide”), and TIMET.
|
|
Norman
S. Edelcup
(3)
|
Mayor
of Sunny Isles Beach,
Florida; director of CompX International Inc. (“CompX”),
a subsidiary
of NL Industries, Inc. (the “Company”), and
Valhi;
and trustee of the Baron Funds, a mutual fund group.
|
|
Charles
H. Entrekin
(4)
|
President-global
operations and chief operating officer of TIMET.
|
|
L.
Andrew
Fleck
|
Vice
president of Dixie Rice and vice president-real estate of Contran.
|
|
Lisa
Simmons
Epstein
|
Director
and president of the Foundation.
|
|
Robert
D.
Graham
|
Vice
president of Contran, Dixie Rice, the Foundation, Valhi and VHC;
executive
vice president of TIMET; and vice president and general counsel of
the
Company and Kronos Worldwide.
|
|
Tim
C.
Hafer
|
Vice
president and controller of the Company and Kronos Worldwide.
|
|
J.
Mark
Hollingsworth
|
Vice
president and general counsel of Contran, Dixie Rice, Valhi and VHC;
general counsel of the Foundation and CompX; trust counsel of The
Combined
Master Retirement Trust, a trust Contran sponsors that permits the
collective investment by master trusts that maintain the assets of
certain
employee benefit plans Contran and related companies adopt (the “CMRT”); and
acting
general counsel of Keystone Consolidated Industries, Inc., a subsidiary
of
Contran (“Keystone”).
|
|
Keith
A.
Johnson
|
Controller
of the Foundation.
|
|
William
J.
Lindquist
|
Director
and senior vice president of Contran and VHC; senior vice president
of
Dixie Rice and Valhi; and chief executive officer of Waste Control
Specialists LLC, a subsidiary of Valhi.
|
|
A.
Andrew R.
Louis
|
Secretary
of the Company, CompX, Contran, Dixie Rice, Kronos Worldwide, TIMET,
Valhi
and VHC.
|
|
Kelly
D.
Luttmer
|
Vice
president and tax director of the Company, CompX, Contran, Dixie
Rice,
Kronos Worldwide, TIMET, Valhi and VHC.
|
|
Andrew
McCollam, Jr.
(5)
|
Director
of Dixie Rice; and a private investor.
|
|
W.
Hayden McIlroy
(6)
|
Private
investor primarily in real estate; and a director of Valhi and Cadco
Systems, Inc., a manufacturer of emergency alert systems.
|
|
Cecil
H. Moore, Jr.
(7)
|
Director
of the Company and Kronos Worldwide; and a private investor.
|
|
Tanya
M. Murray
(8)
|
Director
of The Stewart Law Firm; and director, and secretary of TFMC.
|
|
Andrew
B.
Nace
|
Vice
president and general counsel of TIMET.
|
|
Bobby
D.
O’Brien
|
Vice
president, chief financial officer and director of VHC; president
of
TIMET; vice president and chief financial officer of Contran, Dixie
Rice
and Valhi.
|
|
Glenn
R.
Simmons
|
Vice
chairman of the board of Contran, Dixie Rice, Valhi and VHC; chairman
of
the board of CompX and Keystone; and a director of the Company, Kronos
Worldwide and TIMET.
|
|
Harold
C.
Simmons
|
Chairman
of the board of Contran, Dixie Rice, the Foundation, TIMET, Valhi
and VHC;
chairman of the board and chief executive officer of the Company
and
Kronos Worldwide; and trustee and member of the investment committee
of
the CMRT.
|
|
Richard
A. Smith
(9)
|
Vice
president of Dixie Rice.
|
|
Thomas
P. Stafford
(10)
|
Director
of the Company and TIMET; chairman of the NASA Advisory Council Task
Force
on the International Space Station Program.
|
|
John
A. St.
Wrba
|
Vice
president and treasurer of the Company, Contran, Dixie Rice, Kronos
Worldwide, TIMET, Valhi and VHC.
|
|
Scott
E.
Sullivan
|
Vice
president and controller of TIMET.
|
|
Gregory
M.
Swalwell
|
Vice
president and controller of Contran, Valhi and VHC; vice president,
finance and chief financial officer of the Company and Kronos Worldwide;
vice president of Dixie Rice and TIMET; and director, vice president
and
treasurer of TFMC.
|
|
J.
Walter Tucker, Jr.
(11)
|
President,
treasurer and a director of Tucker & Branham, Inc., a mortgage
banking, insurance and real estate company; a director of Valhi;
and a
member of the investment committee of the CMRT.
|
|
Steven
L.
Watson
|
Director
and president of Contran, Dixie Rice, and VHC; director, president
and
chief executive officer of Valhi; director, vice president and secretary
of the Foundation; vice chairman of Kronos Worldwide; vice chairman
and
chief executive officer of TIMET; and a director of the Company,
CompX and
Keystone.
|
|
Terry
N. Worrell
(12)
|
Director
of the Company and TIMET; a private investor with Worrell Investments,
Inc., a real estate investment company.
|
|
Joan
L. Yori
(13)
|
Vice
president-client services of Stewart Management Company; and director
and
president of TFMC.
|
|
Paul
J. Zucconi
(14)
|
A
private investor and a director of TIMET.
|
|
(1)
|
The
principal business address for Dr. Barry is Southern Methodist University,
Perkins Administration Bldg. #224, Dallas, Texas 75275.
|
|
(2)
|
The
principal business address for Mr. Coogan is 1020 Petersburg Road,
Hebron,
Kentucky 41048.
|
|
(3)
|
The
principal business address for Mr. Edelcup is 17395 North Bay Road,
Suite
103, Sunny Isles Beach, Florida 33160.
|
|
(4)
|
The
principal business address for Mr. Entrekin is 224 Valley Creek Boulevard,
Suite 200, Exton, Pennsylvania 19341.
|
|
(5)
|
The
principal business address for Mr. McCollam is 402 Canal Street,
Houma,
Louisiana 70360.
|
|
(6)
|
The
principal business address for Mr. McIlroy is 25 Highland Park Village,
Suite 100-341, Dallas, Texas 75225.
|
|
(7)
|
The
address for Mr. Moore is 4444 Beverly Drive, Dallas, Texas 75205.
|
|
(8)
|
The
principal business address for Ms. Murray is Nemours Building, Suite
1400,
1007 Orange Street, Wilmington, Delaware 19801.
|
|
(9)
|
The
principal business address for Mr. Smith is 600 Pasquiere Street,
Gueydan,
Louisiana 70542-0010.
|
|
(10)
|
The
principal business address for Gen. Stafford (ret.) is Stafford Technology
Inc., Suite 102, 4200 Perimeter Center, Oklahoma City, Oklahoma 73112.
|
|
(11)
|
The
principal business address for Mr. Tucker is 1950 Lee Road, Suite
219,
Winter Park, Florida 32789.
|
|
(12)
|
The
address for Mr. Worrell is 6909 Vassar, Dallas, Texas 75205.
|
|
(13)
|
The
principal business address for Ms. Yori is Nemours Building, Suite
1410,
1007 Orange Street, Wilmington, Delaware 19801.
|
|
(14)
|
The
address for Mr. Zucconi is 2801 Mill Haven Court, Plano, Texas 75093.
|
|
Name
|
Shares
Held
|
Stock
Options Held (1)
|
Total
|
|
Thomas
E.
Barry
|
-0-
|
-0-
|
-0-
|
|
James
W.
Brown
|
-0-
|
-0-
|
-0-
|
|
Keith
R.
Coogan
|
-0-
|
-0-
|
-0-
|
|
Norman
S.
Edelcup
|
-0-
|
-0-
|
-0-
|
|
Charles
H.
Entrekin
|
-0-
|
-0-
|
-0-
|
|
L.
Andrew
Fleck
|
-0-
|
-0-
|
-0-
|
|
Lisa
Simmons
Epstein
|
-0-
|
-0-
|
-0-
|
|
Robert
D.
Graham
|
-0-
|
-0-
|
-0-
|
|
Tim
C.
Hafer
|
-0-
|
-0-
|
-0-
|
|
J.
Mark
Hollingsworth
|
500
|
-0-
|
500
|
|
Keith
A.
Johnson
|
-0-
|
-0-
|
-0-
|
|
William
J.
Lindquist
|
-0-
|
-0-
|
-0-
|
|
A.
Andrew R.
Louis
|
-0-
|
-0-
|
-0-
|
|
Kelly
D.
Luttmer
|
-0-
|
-0-
|
-0-
|
|
Andrew
McCollam,
Jr.
|
-0-
|
-0-
|
-0-
|
|
W.
Hayden
McIlroy
|
-0-
|
-0-
|
-0-
|
|
Cecil
H. Moore,
Jr.
|
3,000
|
-0-
|
3,000
|
|
Tanya
M.
Murray
|
-0-
|
-0-
|
-0-
|
|
Andrew
B.
Nace
|
-0-
|
-0-
|
-0-
|
|
Bobby
D.
O’Brien
|
-0-
|
-0-
|
-0-
|
|
Glenn
R.
Simmons
|
11,000
|
-0-
|
11,000
|
|
Harold
C. Simmons
(2)
|
1,009,375
|
-0-
|
1,009,375
|
|
Richard
A.
Smith
|
-0-
|
-0-
|
-0-
|
|
Thomas
P.
Stafford
|
8,000
|
-0-
|
8,000
|
|
John
A. St.
Wrba
|
-0-
|
-0-
|
-0-
|
|
Scott
E.
Sullivan
|
-0-
|
-0-
|
-0-
|
|
Gregory
M.
Swalwell
|
-0-
|
-0-
|
-0-
|
|
J.
Walter Tucker,
Jr.
|
-0-
|
-0-
|
-0-
|
|
Steven
L.
Watson
|
11,000
|
-0-
|
11,000
|
|
Terry
N.
Worrell
|
4,000
|
-0-
|
4,000
|
|
Joan
L.
Yori
|
-0-
|
-0-
|
-0-
|
|
Paul
J.
Zucconi
|
-0-
|
-0-
|
-0-
|
|
(1)
|
Represents
Shares issuable pursuant to the exercise within 60 days of the date
of
this Statement of stock options.
|
|
(2)
|
Includes
269,775 Shares held directly by Mr. Harold C. Simmons’
spouse. Does not include other Shares of which Mr. Simmons may
be deemed to possess indirect beneficial ownership as described in
Items 2
and 5(a) of this Statement. Except for the 739,600 Shares that
he holds directly, Mr. Simmons disclaims beneficial ownership of
all
Shares.
|