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
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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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|
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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)
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2. Issuer Name and Ticker or Trading Symbol
VALHI INC /DE/
[ VHI ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year)
03/20/2008
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Common stock, $0.01 par value per share |
03/20/2008 |
|
J
|
|
20,000 |
A |
$23
|
578,411 |
I |
by TFMC
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| Common stock, $0.01 par value per share |
03/24/2008 |
|
J
|
|
110,000 |
A |
$23.05
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688,411 |
I |
by TFMC
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| Common stock, $0.01 par value per share |
03/25/2008 |
|
J
|
|
108,000 |
A |
$23.27
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796,411 |
I |
by TFMC
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| Common stock, $0.01 par value per share |
|
|
|
|
|
|
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105,538,163 |
I |
by VHC
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
| 5430 LBJ FREEWAY |
| SUITE 1700 |
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
| THREE LINCOLN CENTRE |
| 5430 LBJ FREEWAY STE 1700 |
(Street)
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| Explanation of Responses: |
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| Remarks: |
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A. Andrew R. Louis, Secretary, for Contran Corporation |
03/25/2008 |
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A. Andrew R. Louis, Secretary, for Valhi Holding Company |
03/25/2008 |
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A. Andrew R. Louis, Secretary, for Dixie Rice Agricultural Corporation, Inc. |
03/25/2008 |
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A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons |
03/25/2008 |
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** 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 Information
Valhi Holding Company ("VHC"), the Harold Simmons Foundation, Inc. (the
"Foundation"), TIMET Finance Management Company ("TFMC") and The Combined Master
Retirement Trust (the "CMRT") are the direct holders of 92.8%, 0.9%, 0.7% and
0.1%, respectively, of the common stock of the issuer, Valhi, Inc. ("Valhi").
Titanium Metals Corporation ("TIMET") is the sole stockholder of TFMC. VHC,
Harold C. Simmons' spouse, the CMRT, Harold C. Simmons, NL Industries, Inc.
("NL"), Valhi and the Foundation are the holders of 26.9%, 11.7%, 8.5%, 3.9%,
0.8%, 0.5% and 0.2% of the outstanding common stock of TIMET. NL's percentage
ownership of TIMET common stock includes 0.3% directly held by a subsidiary of
NL. Valhi and TFMC are the direct holders of 83.1% and 0.5%, respectively, of
the outstanding common stock of NL. Dixie Rice Agricultural Corporation, Inc.
("Dixie Rice") is the direct holder of 100% of the outstanding common stock of
VHC. Contran is the holder of 100% of the outstanding common stock of Dixie
Rice.
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 and 0.2% of the outstanding TIMET 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 CMRT directly holds approximately 0.1% of the outstanding shares of
Valhi common stock and 8.5% of the outstanding TIMET 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.
Mr. Harold C. Simmons is chairman of the board of Valhi, TIMET, VHC, Dixie
Rice 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 vested beneficial interest, if any, in the
shares the CMRT holds directly.
The reporting person understands that 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. As already stated, 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 21,167,875 shares ot TIMET
common 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 beneficial ownership of all securities
that his spouse holds directly.
Mr. Harold C. Simmons is the direct owner of 7,074,239 shares of TIMET
common stock, 879,600 shares of NL common stock and 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 and 17,432 shares of TIMET 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.
