SEC FORM
4
SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
|
| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
 |
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
TITANIUM METALS CORP
[ TIE ]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
X |
10% Owner |
|
Officer (give title below) |
|
Other (specify below) |
|
|
3. Date of Earliest Transaction
(Month/Day/Year)
10/11/2007
|
4. If Amendment, Date of Original Filed
(Month/Day/Year)
|
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
|
2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
|
4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
|
5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
|
7. Nature of Indirect Beneficial Ownership (Instr.
4)
|
| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Stock, $.01 par value |
10/11/2007 |
|
J
|
V |
800,000 |
D |
|
882,568 |
I |
by NL
|
| Common Stock, $.01 par value |
10/11/2007 |
|
J
|
V |
800,000 |
A |
|
826,959 |
I |
by Valhi
|
| Common Stock, $.01 par value |
|
|
|
|
|
|
|
566,529 |
I |
by NL EMS
|
| Common Stock, $.01 par value |
|
|
|
|
|
|
|
50,195,169 |
I |
by Valhi Holding Company
|
| Common Stock, $.01 par value |
|
|
|
|
|
|
|
209,857 |
I |
by CDCT
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
3)
|
2. Conversion or Exercise Price of Derivative Security
|
3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
|
5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
|
6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
|
8. Price of Derivative Security (Instr.
5)
|
9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
|
10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
|
11. Nature of Indirect Beneficial Ownership (Instr.
4)
|
| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
| THREE LINCOLN CENTER |
| 5430 LBJ FREEWAY SUITE 1700 |
(Street)
|
1. Name and Address of Reporting Person*
| 5430 LBJ FREEWAY |
| SUITE 1700 |
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
| 5430 LBJ FREEWAY |
| SUITE 1700 |
(Street)
|
1. Name and Address of Reporting Person*
| 5430 LBJ FREEWAY |
| SUITE 1700 |
(Street)
|
1. Name and Address of Reporting Person*
| 5430 LBJ FREEWAY |
| SUITE 1700 |
(Street)
|
1. Name and Address of Reporting Person*
| THREE LINCOLN CENTRE |
| 5430 LBJ FREEWAY STE 1700 |
(Street)
|
1. Name and Address of Reporting Person*
| 5430 LBJ FREEWAY, SUITE 1700 |
|
(Street)
|
| Explanation of Responses: |
|
|
|
|
|
|
| Remarks: |
|
|
A. Andrew R. Louis, Secretary, for Contran Corporation |
10/15/2007 |
|
A. Andrew R. Louis, Secretary, for Valhi, Inc. |
10/15/2007 |
|
A. Andrew R. Louis, Secretary, for National City Lines, Inc. |
10/15/2007 |
|
A. Andrew R. Louis, Secretary, for Dixie Rice Agricultural Corporation, Inc. |
10/15/2007 |
|
A. Andrew R. Louis, Secretary, for Southwest Louisiana Land Company, Inc. |
10/15/2007 |
|
A. Andrew R. Louis, Secretary, for NOA, Inc. |
10/15/2007 |
|
A. Andrew R. Louis, Secretary, for Valhi Group, Inc. |
10/15/2007 |
|
A. Andrew R. Louis, Secretary, for Valhi Holding Company |
10/15/2007 |
|
A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons |
10/15/2007 |
|
A. Andrew R. Louis, Attorney-in-fact, for Annette C. Simmons |
10/15/2007 |
|
** 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
4
(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. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Exhibit 99: Additional Exhibits
Additional Information
Valhi Holding Company ("VHC"), Annette C. Simmons, The Combined Master
Retirement Trust (the "CMRT"), Harold C. Simmons, NL Industries, Inc. ("NL"),
Valhi, Inc. ("Valhi"), NL Environmental Management Services, Inc. ("NL EMS"),
the Harold Simmons Foundation (the "Foundation"), the Contran Amended and
Restated Deferred Compensation Trust, as amended, (the "CDCT"), and The Annette
Simmons Grandchildren's Trust (the "Grandchildren's Trust") are the holders of
approximately 30.9%, 11.6%, 9.5%, 3.2%, 0.5%, 0.5%, 0.3%, 0.2%, 0.1%, and less
than 0.1%, respectively, of the outstanding shares of common stock of the
issuer. The ownership of Ms. Simmons includes 20,824,200 shares of the issuer's
common stock that she has the right to acquire upon exercise of 1,561,815 shares
of the issuer's 6 3/4% Series A Convertible Preferred Stock, par value $0.01 per
share (the "Series A Preferred Stock"), that she directly owns. The percentage
ownership of the issuer's common stock held by Ms. Simmons assumes the full
conversion of only the shares of Series A Preferred Stock owned by her.
NL is the holder of 100% of the outstanding common stock of NL EMS. Valhi
and TIMET Finance Management Company ("TFMC") are the direct holders of
approximately 83.1% and 0.5% respectively of the outstanding common stock of NL.
The issuer is the holder of 100% of the outstanding common stock of TFMC.
VHC, the Foundation, the CDCT and the CMRT are the direct holders of 92.4%,
0.9%, 0.4% and 0.1% respectively, of the common stock of Valhi. Valhi Group,
Inc. ("VGI"), National City Lines, Inc. ("National") and Contran Corporation
("Contran") are the holders of 87.4%, 10.3% and 2.3%, respectively, of the
outstanding common stock of VHC. National, NOA, Inc. ("NOA") and Dixie Rice
Agricultural Corporation, Inc. ("Dixie Rice") 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 stock of
NOA. Contran is the holder of 100% of the outstanding common stock of Dixie Rice
and 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 CMRT directly holds approximately 9.5% of the outstanding shares of
the issuer's common stock and 0.1% of the outstanding shares of Valhi common
stock. Contran sponsors the CMRT, which permits the collective investment by
master trusts that maintain the assets of certain employee benefit plans Contran
and related companies adopt. Harold C. 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.
The Foundation directly holds approximately 0.2% of the outstanding shares
of the issuer's common stock and 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.
The CDCT directly holds approximately 0.1% of the outstanding shares of the
issuer's common stock and 0.4% of the outstanding Valhi common stock. 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 Valhi 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.
NL and NL EMS 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 NL EMS own as treasury stock for voting
purposes and for the purposes of this statement such shares are not deemed
outstanding.
Mr. Harold C. Simmons is chairman of the board and chief executive officer
of NL and chairman of the board of the issuer, Valhi, VHC, VGI, National, NOA,
Dixie Rice, Southwest and Contran.
By virtue of the holding of the offices, the stock ownership and his
services as trustee, all as described above, (a) Mr. Simmons may be deemed to
control the entities described above and (b) Mr. Simmons and certain of such
entities may be deemed to possess indirect beneficial ownership of shares of the
issuer's securities directly held by certain of such other entities. However,
Mr. Simmons disclaims beneficial ownership of the securities beneficially owned,
directly or indirectly, by any of such entities, except to the extent of his
vested beneficial interest, if any, in the shares of the issuer's common stock
the CMRT directly holds and his interest as a beneficiary of the CDCT No. 2.
Other than securities that she holds directly, Ms. Simmons disclaims beneficial
ownership of all of the issuer's securities beneficially owned, directly or
indirectly, by any of such entities or Mr. Simmons.
Annette C. Simmons is the wife of Harold C. Simmons and the direct owner of
343,675 shares of the issuer's common stock, 1,561,815 shares of the Series A
Preferred Stock, 269,775 shares of NL 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. Ms. Simmons
disclaims beneficial ownership of all shares of the issuer's common stock that
she does not own directly.
Harold C. Simmons is the direct owner of 5,127,974 shares of the issuer's
common stock, 555,300 shares of NL common stock and 3,383 shares of Valhi common
stock.
The Grandchildren's Trust, of which Harold C. Simmons and Annette C.
Simmons are trustees and the beneficiaries are the grandchildren of Ms. Simmons,
is the direct holder of 17,432 shares of the issuer's common stock and 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 the Valhi common stock
the trust holds. Mr. Simmons and his spouse each disclaims beneficial ownership
of any shares of the Valhi common stock that this trust holds.
