UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
KRONOS WORLDWIDE, INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
50105F 10 5
(CUSIP Number)
December 31, 2005
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ X ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 50105F 10 5
1 NAME OF REPORTING PERSON
NL Industries, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 17,516,132
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
17,516,132
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,516,132
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
35.8%
12 TYPE OF REPORTING PERSON
CO
CUSIP No. 50105F 10 5
1 NAME OF REPORTING PERSON
TIMET Finance Management Company
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 17,521,335
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
17,521,335
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,521,335
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
35.8%
12 TYPE OF REPORTING PERSON
CO
CUSIP No. 50105F 10 5
1 NAME OF REPORTING PERSON
Titanium Metals Corporation
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 17,521,335
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
17,521,335
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,521,335
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
35.8%
12 TYPE OF REPORTING PERSON
CO
CUSIP No. 50105F 10 5
1 NAME OF REPORTING PERSON
Tremont LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 17,521,335
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
17,521,335
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,521,335
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
35.8%
12 TYPE OF REPORTING PERSON
OO
CUSIP No. 50105F 10 5
1 NAME OF REPORTING PERSON
Valhi, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 45,583,488
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
45,583,488
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,583,488
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
93.1%
12 TYPE OF REPORTING PERSON
CO
CUSIP No. 50105F 10 5
1 NAME OF REPORTING PERSON
Valhi Holding Company
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 45,583,488
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
45,583,488
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,583,488
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
93.1%
12 TYPE OF REPORTING PERSON
CO
CUSIP No. 50105F 10 5
1 NAME OF REPORTING PERSON
Valhi Group, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 45,583,488
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
45,583,488
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,583,488
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
93.1%
12 TYPE OF REPORTING PERSON
CO
CUSIP No. 50105F 10 5
1 NAME OF REPORTING PERSON
National City Lines, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 45,583,488
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
45,583,488
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,583,488
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
93.1%
12 TYPE OF REPORTING PERSON
CO
CUSIP No. 50105F 10 5
1 NAME OF REPORTING PERSON
NOA, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 45,583,488
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
45,583,488
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,583,488
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
93.1%
12 TYPE OF REPORTING PERSON
CO
CUSIP No. 50105F 10 5
1 NAME OF REPORTING PERSON
Dixie Holding Company
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 45,583,488
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
45,583,488
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,583,488
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
93.1%
12 TYPE OF REPORTING PERSON
CO
CUSIP No. 50105F 10 5
1 NAME OF REPORTING PERSON
Dixie Rice Agricultural Corporation, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 45,583,488
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
45,583,488
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,583,488
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
93.1%
12 TYPE OF REPORTING PERSON
CO
CUSIP No. 50105F 10 5
1 NAME OF REPORTING PERSON
Southwest Louisiana Land Company, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 45,583,488
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
45,583,488
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,583,488
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
93.1%
12 TYPE OF REPORTING PERSON
CO
CUSIP No. 50105F 10 5
1 NAME OF REPORTING PERSON
Contran Corporation
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 45,583,488
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
45,583,488
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,583,488
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
93.1%
12 TYPE OF REPORTING PERSON
CO
CUSIP No. 50105F 10 5
1 NAME OF REPORTING PERSON
The Combined Master Retirement Trust
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 45,583,488
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
45,583,488
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,583,488
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
93.1%
12 TYPE OF REPORTING PERSON
EP
CUSIP No. 50105F 10 5
1 NAME OF REPORTING PERSON
Harold Simmons Foundation, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 45,583,488
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
45,583,488
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,583,488
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
93.1%
12 TYPE OF REPORTING PERSON
CO
CUSIP No. 50105F 10 5
1 NAME OF REPORTING PERSON
Harold C. Simmons
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
4,755
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 45,619,844
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 4,755
8 SHARED DISPOSITIVE POWER
45,619,844
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,755
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ X ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12 TYPE OF REPORTING PERSON
IN
SCHEDULE 13G
Item 1(a). Name of Issuer:
Kronos Worldwide, Inc., a Delaware corporation (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
Items 2(a). Name of Person Filing:
The following entities or person (collectively, the
"Reporting Persons") are filing this statement:
(i) TIMET Finance Management Company ("TFMC"), NL
Industries, Inc. ("NL") and Valhi, Inc. ("Valhi) as
direct holders of shares ("Shares") of common stock,
par value $0.01 per share, of the Company;
(ii) Titanium Metals Corporation ("TIMET"), Tremont LLC
("Tremont"), Valhi Holding Company ("VHC"), Valhi
Group, Inc. ("VGI"), National City Lines, Inc.
("National"), NOA, Inc. ("NOA"), Dixie Holding
Company ("Dixie Holding"), Dixie Rice Agricultural
Corporation, Inc. ("Dixie Rice"), Southwest Louisiana
Land Company, Inc. ("Southwest"), Contran Corporation
("Contran"), The Combined Master Retirement Trust
(the "CMRT") and the Harold Simmons Foundation, Inc.
(the "Foundation") by virtue of their direct or
indirect ownership of TFMC, NL or Valhi; and
(iii) Harold C. Simmons by virtue of his and his spouse's
direct holdings of Shares and his positions with
Contran and certain of its related entities (as
described in this statement).
Item 2(b). Address of Principal Business Office or, if none, Residence:
The principal business office of TFMC is 300 Delaware Avenue,
Suite 900, Wilmington, Delaware 19801. The principal business
office of TIMET is 1999 Broadway, Suite 4300, Denver, Colorado
80202. The principal business office of NL, Tremont, Valhi,
VHC, VGI, National, NOA, Dixie Holding, Contran, the CMRT and
the Foundation is located at, and the business address of
Harold C. Simmons is, Three Lincoln Centre, 5430 LBJ Freeway,
Suite 1700, Dallas, Texas 75240-2697. The principal business
address of Dixie Rice is 600 Pasquiere Street, Gueydan,
Louisiana 70542. The principal business address of Southwest
is 402 Canal Street, Houma, Louisiana 70360.
Item 2(c). Citizenship:
Contran, Dixie Holding, National, TFMC, TIMET, Valhi and VHC
are Delaware corporations. NL is a New Jersey corporation.
Tremont is a Delaware limited liability company. VGI is a
Nevada corporation. NOA is a Texas corporation and the
Foundation is a Texas non-profit corporation. Dixie Rice and
Southwest are Louisiana corporations. The CMRT is governed by
the laws of the state of Texas, except as those laws are
superseded by federal law. Harold C. Simmons is a citizen of
the United States.
Item 2(d). Title of Class of Securities:
Common stock, par value $0.01 per share.
Item 2(e). CUSIP Number:
50105F 10 5
Item 3. If this statement is filed pursuant to sections 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section
15 of the Act (15 U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c);
(c) [ ] Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c);
(d) [ ] Investment Company registered under section
8 of the Investment Company Act (15 U.S.C.
80a-8);
(e) [ ] Investment adviser in accordance
with section 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or
endowment fund in accordance with
section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or
control person in accordance with
section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined
in section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C.
1813);
(i) [ ] A church plan that is excluded
from the definition of an investment
company under section 3(c)(14) of
the Investment Company Act of 1940
(15 U.S.C. 80a-3); or
(j) [ ] Group, in accordance with
section 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership (as of December 31, 2005).
(a) Amount Beneficially Owned:
(b) Percent of Class:
By virtue of the relationships described under Item 7
of this statement, as of December 31, 2005:
(1) NL may be deemed to own beneficially the
17,516,132 Shares (approximately 35.8% of
the 48,949,549 Shares outstanding as of
December 31, 2005, based on information
provided by the Company and hereinafter
referred to as the "Outstanding Shares")
that NL holds directly;
(2) TFMC, TIMET and Tremont may be deemed to own
beneficially the 17,521,335 Shares
(approximately 35.8% of the Outstanding
Shares) that TFMC and NL hold directly;
(3) Valhi, VHC, VGI, National, NOA, Dixie
Holding, Dixie Rice, Southwest, Contran, the
CMRT and the Foundation may be deemed to own
beneficially the 45,583,488 Shares
(approximately 93.1% of the Outstanding
Shares) that TFMC, NL and Valhi hold
directly; and
(4) Harold C. Simmons may be deemed to own
beneficially the 45,624,599 Shares
(approximately 93.2% of the Outstanding
Shares) that TFMC, NL, Valhi, his spouse and
he hold directly.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
As of December 31, 2005, Harold C. Simmons
had the sole power to vote or direct the
disposition of 4,755 Shares.
(ii) Shared power to vote or to direct the vote:
By virtue of the relationships described
under Item 7 of this statement, as of
December 31, 2005:
(1) NL may be deemed to share the power
to vote or direct the disposition
of the 17,516,132 Shares
(approximately 35.8% of the
Outstanding Shares) that NL holds
directly;
(2) TFMC, TIMET and Tremont may be
deemed to share the power to vote
or direct the disposition of the
17,521,335 Shares (approximately
35.8% of the Outstanding Shares)
that TFMC and NL hold directly;
(3) Valhi, VHC, VGI, National, NOA,
Dixie Holding, Dixie Rice,
Southwest, Contran, the CMRT and
the Foundation may have be deemed
to share the power to vote or
direct the disposition of the
45,583,488 Shares (approximately
93.1% of the Outstanding Shares)
that TFMC, NL and Valhi hold
directly; and
(4) Harold C. Simmons may be deemed to
share the power to vote or direct
the disposition of the 45,619,844
Shares (approximately 93.2% of the
Outstanding Shares) that TFMC, NL,
Valhi and his spouse hold directly.
(iii) Sole power to dispose or direct the
disposition of:
See the response to Item 4(c)(i) of this
statement.
(iv) Shared power to dispose or to direct the
disposition of:
See the response to Item 4(c)(ii) of this
statement.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company or Control Person.
See Schedule B attached hereto and incorporated
herein by reference.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 8, 2006
/s/ Harold C. Simmons
----------------------
Harold C. Simmons
Signing in the
capacities listed on
Schedule "A" attached
hereto and
incorporated herein by
reference.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: February 8, 2006
/s/ Steven L. Watson
----------------------
Steven L. Watson
Signing in the
capacities listed on
Schedule "A" attached
hereto and
incorporated herein by
reference.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: February 8, 2006
/s/ Gregory M. Swalwell
----------------------
Gregory M. Swalwell
Signing in the
capacity listed on
Schedule "A" attached
hereto and
incorporated herein by
reference.
SCHEDULE A
HAROLD C. SIMMONS, in his individual capacity, and as trustee of THE COMBINED
MASTER RETIREMENT TRUST.
STEVEN L. WATSON, as president, chief executive officer or vice president of
each of:
CONTRAN CORPORATION
DIXIE HOLDING COMPANY
DIXIE RICE AGRICULTURAL CORPORATION, INC.
HAROLD SIMMONS FOUNDATION, INC.
NATIONAL CITY LINES, INC.
NOA, INC.
SOUTHWEST LOUISIANA LAND COMPANY, INC.
TITANIUM METALS CORPORATION
TREMONT LLC
VALHI GROUP, INC.
VALHI HOLDING COMPANY
VALHI, INC.
GREGORY M. SWALWELL, as vice president of each of:
NL INDUSTRIES, INC.
TIMET FINANCE MANAGEMENT COMPANY
SCHEDULE B
The following information is presented as of December 31, 2005. All
capitalized terms in this Schedule B have the same meanings given such terms in
the statement to which this Schedule B is a part.
Valhi, NL and TFMC are the direct holders of 28,062,153 Shares
(57.3%), 17,516,132 Shares (35.8%) and 5,203 Shares (0.0%),
respectively, of the Outstanding Shares. Together, Valhi and NL may be
deemed to control the Company.
TIMET is the direct holder of 100% of the outstanding shares
of common stock of TFMC and may be deemed to control TFMC. Tremont,
Harold C. Simmons' spouse, the CMRT, Valhi and Harold C. Simmons are
the holders of approximately 36.8%, 13.7%, 11.2%, 4.2% and 2.0%,
respectively, of the outstanding shares of TIMET common stock. Tremont
may be deemed to control TIMET. The ownership of Mr. Simmons' spouse
includes 5,333,333 shares of TIMET common stock that she has the right
to acquire upon the conversion of 1,600,000 shares of TIMET's 6 3/4%
Series A Convertible Preferred Stock, par value $0.01 per share (the
"Series A Preferred Stock"), that she directly holds. The ownership of
Valhi includes 49,000 shares of TIMET common stock that Valhi has the
right to acquire upon conversion of 14,700 shares of Series A Preferred
Stock that Valhi directly holds. The percentage ownership of TIMET
common stock held by each of Ms. Simmons and Valhi assumes the full
conversion of only the shares of Series A Preferred Stock she or Valhi
owns, respectively.
Valhi and TFMC are the direct holders of approximately 83.1%
and 0.5%, respectively, of the outstanding shares of NL common stock.
Valhi may be deemed to control NL. Valhi is the direct holder of 100%
of the membership interests of Tremont and may be deemed to control
Tremont.
VHC, the Foundation, the Contran Deferred Compensation Trust
No. 2 (the "CDCT No. 2") and the CMRT are the direct holders of 91.4%,
0.9%, 0.4% and 0.1%, respectively, of the outstanding common stock of
Valhi. VHC may be deemed to control Valhi. VGI, National and Contran
are the direct holders of 87.4%, 10.3% and 2.3%, respectively, of the
outstanding common stock of VHC. Together, VGI, National and Contran
may be deemed to control VHC. National, NOA and Dixie Holding are the
direct holders of approximately 73.3%, 11.4% and 15.3%, respectively,
of the outstanding common stock of VGI. Together, National, NOA and
Dixie Holding may be deemed to control VGI. Contran and NOA are the
direct holders of approximately 85.7% and 14.3%, respectively, of the
outstanding common stock of National and together may be deemed to
control National. Contran and Southwest are the direct holders of
approximately 49.9% and 50.1%, respectively, of the outstanding common
stock of NOA and together may be deemed to control NOA. Dixie Rice is
the direct holder of 100% of the outstanding common stock of Dixie
Holding and may be deemed to control Dixie Holding. Contran is the
holder of 100% of the outstanding common stock of Dixie Rice and may be
deemed to control Dixie Rice. Contran is the holder of approximately
88.9% of the outstanding common stock of Southwest and may be deemed to
control Southwest.
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 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 held.
The Foundation directly holds approximately 0.9% of the
outstanding shares of Valhi common stock. 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.
The CDCT No. 2 directly holds approximately 0.4% of the
outstanding Valhi common stock. U.S. Bank National Association serves
as the trustee of the CDCT No. 2. Contran established the CDCT No. 2 as
an irrevocable "rabbi trust" to assist Contran in meeting certain
deferred compensation obligations that it owes to Harold C. Simmons. If
the CDCT No. 2 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 No. 2, Contran (i) retains
the power to vote the shares of Valhi common stock held directly by the
CDCT No. 2, (ii) retains dispositive power over such shares and (iii)
may be deemed the indirect beneficial owner of such shares.
The CMRT directly holds approximately 11.2% of the outstanding
shares of TIMET common stock and 0.1% of the outstanding shares of
Valhi common stock. 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.
NL and a subsidiary of NL directly own 3,522,967 shares and
1,186,200 shares, respectively, of Valhi common stock. Pursuant to
Delaware law, Valhi treats the shares of Valhi common stock that NL and
the subsidiary of NL own as treasury stock for voting purposes and for
the purposes of percentage calculations such shares are not deemed
outstanding.
Harold C. Simmons is the chairman of the board and chief
executive officer of each of the Company and NL and chairman of the
board of each of Contran, Dixie Holding, Dixie Rice, National, NOA,
Southwest, TIMET, Tremont, Valhi, VGI and VHC.
By virtue of the holding of the offices, the stock ownership
and his services as trustee, all as described above, (a) Harold C.
Simmons may be deemed to control such entities and (b) Mr. Simmons and
certain of such entities may be deemed to possess indirect beneficial
ownership of Shares directly held by certain of such other entities.
However, Mr. Simmons disclaims such beneficial ownership of the Shares
beneficially owned directly or indirectly by any of such entities. Mr.
Harold Simmons disclaims beneficial ownership of all Shares that Valhi,
NL or TFMC directly hold.
Harold C. Simmons' spouse is the direct owner of 36,356
Shares, 119,475 shares of NL common stock, 114,000 shares of TIMET
common stock, 1,600,000 shares of Series A Preferred Stock, which are
convertible into 5,333,333 shares of TIMET common stock, and 43,400
shares of Valhi common stock. Mr. Simmons may be deemed to share
indirect beneficial ownership of such shares. Mr. Simmons disclaims all
such beneficial ownership.
Harold C. Simmons directly holds 4,755 Shares, 257,000 shares
of NL common stock (including stock options exercisable for 4,000
shares), 703,000 shares of TIMET common stock and 3,383 shares of Valhi
common stock.
A trust of which Harold C. Simmons and his spouse are
co-trustees and the beneficiaries of which are the grandchildren of his
spouse is the direct holder of 36,500 shares of Valhi common stock. Mr.
Simmons disclaims beneficial ownership of these shares.