SEC Filing | Valhi

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

VALHI HOLDING CO

(Last)

(First)

(Middle)

5430 LBJ FREEWAY

SUITE 1700

(Street)

DALLAS

75240

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/25/2005

3. Issuer Name and Ticker or Trading Symbol
VALHI INC /DE/ [ VHI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, $0.01 par value per share	106,098,763	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

Remarks:

On August 25, 2005, Valhi Group, Inc., National City Lines, Inc. and Contran Corporation contributed 92,739,554 shares, 10,891,009 shares and 2,468,200 shares of the issuer's common stock to Valhi Holding Company. See the Additional Information filed as Exhibit 99 to this statement for information as to the relationships among these parties.

	A. Andrew R. Louis, Secretary, for Valhi Holding Company	09/06/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Exhibit 99 Additional Information

     Valhi Holding Company  ("VHC"),  the Harold Simmons  Foundation,  Inc. (the
"Foundation"),  the Contran Deferred Compensation Trust No. 2 (the "CDCT No. 2")
and The Combined Master  Retirement Trust (the "CMRT") are the direct holders of
91.0%,  0.9%,  0.4% and 0.1%,  respectively,  of the common stock of the issuer,
Valhi, Inc.  ("Valhi").  Valhi Group,  Inc.  ("VGI"),  National City Lines, Inc.
("National")  and  Contran  Corporation  ("Contran")  are the direct  holders of
87.4%,  10.3% and 2.3%,  respectively,  of the outstanding  common stock of VHC.
National,  NOA, Inc. ("NOA") and Dixie Holding Company ("Dixie Holding") are the
direct holders of approximately  73.3%,  11.4% and 15.3%,  respectively,  of the
outstanding  common  stock of VGI.  Contran  and NOA are the  direct  holders of
approximately 85.7% and 14.3%, respectively,  of the outstanding common stock of
National.  Contran and Southwest Louisiana Land Company, Inc.  ("Southwest") are
the  direct  holders of  approximately  49.9% and  50.1%,  respectively,  of the
outstanding  common st ock of NOA.  Dixie Rice  Agricultural  Corporation,  Inc.
("Dixie Rice") is the direct holder of 100% of the  outstanding  common stock of
Dixie Holding.  Contran is the holder of 100% of the outstanding common stock of
Dixie Rice. Contran is also the holder of approximately 88.9% of the outstanding
common stock of 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 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  directly holds  approximately 0.9% of the outstanding 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  0.1% of the  outstanding  shares of
Valhi  common  stock.  Valhi  established  the  CMRT as a trust  to  permit  the
collective  investment  by master  trusts  that  maintain  the assets of certain
employee  benefit plans Valhi 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.

     Mr.  Harold  C.  Simmons  is  chairman  of the board of  Valhi,  VHC,  VGI,
National, NOA, Dixie Holding, Dixie Rice, Southwest and Contran.

     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 interest as a beneficiary of the CDCT No.
2 and his vested  beneficial  interest,  if any,  in the shares of Valhi  common
stock the CMRT holds directly.

     The reporting  person  understands  that NL Industries,  Inc.  ("NL") and a
subsidiary   of  NL  directly  own  3,522,967   shares  and  1,186,200   shares,
respectively,  of Valhi common stock as of the date of this statement.  Valhi is
the direct holder of approximately  83.1% of the outstanding common stock of NL.
As a result of Valhi's direct and indirect  ownership of NL and its  subsidiary,
the reporting person further  understands that,  pursuant to Delaware law, Valhi
treats  the  shares of Valhi  common  stock  that NL and its  subsidiary  own as
treasury stock for voting  purposes.  For the purposes of this  statement,  such
shares of Valhi common stock that NL and its  subsidiary  hold  directly are not
deemed outstanding.

     Harold C.  Simmons'  spouse is the direct  owner of 43,400  shares of Valhi
common stock. Mr. Simmons may be deemed to share indirect  beneficial  ownership
of such securities. Mr. Simmons disclaims beneficial ownership of all securities
that his spouse holds directly.

     Mr.  Harold C.  Simmons is the direct owner of 3,383 shares of Valhi common
stock.

     A trust,  of which  Harold C.  Simmons and his spouse are  trustees and the
beneficiaries  are the  grandchildren  of his  spouse,  is the direct  holder of
36,500 shares of Valhi common stock.  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
of Valhi common stock that this trust holds.