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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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*
5430 LBJ FREEWAY, SUITE 1700 |
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(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)
X |
Director |
X |
10% Owner |
X |
Officer (give title below) |
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Other (specify below) |
Chairman of the Board |
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3. Date of Earliest Transaction
(Month/Day/Year) 12/02/2010
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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 |
12/02/2010 |
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J
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27 |
A |
$23.42
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5,522 |
I |
by Kronos
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Common Stock, $0.01 par value per share |
12/02/2010 |
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J
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1,338 |
A |
$23.5
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6,860 |
I |
by Kronos
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Common Stock, $0.01 par value per share |
12/02/2010 |
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J
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1,600 |
A |
$23.7
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8,460 |
I |
by Kronos
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Common Stock, $0.01 par value per share |
12/02/2010 |
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J
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2,435 |
A |
$23.85
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10,895 |
D |
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Common Stock, $0.01 par value per share |
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104,813,316 |
I |
by VHC
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Common Stock, $0.01 par value per share |
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1,442,428 |
I |
by TFMC
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Common Stock, $0.01 par value per share |
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366,847 |
I |
by CDCT
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Common Stock, $0.01 par value per share |
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343,183 |
D |
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Common Stock, $0.01 par value per share |
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219,796 |
I |
by Spouse
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Common Stock, $0.01 par value per share |
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15,000 |
I |
by Contran
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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*
5430 LBJ FREEWAY, SUITE 1700 |
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(Street)
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1. Name and Address of Reporting Person*
5430 LBJ FREEWAY, SUITE 1700 |
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(Street)
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1. Name and Address of Reporting Person*
5430 LBJ FREEWAY, SUITE 1700 |
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(Street)
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1. Name and Address of Reporting Person*
5430 LBJ FREEWAY, SUITE 1700 |
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(Street)
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Explanation of Responses: |
Remarks: |
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A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons |
12/02/2010 |
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A. Andrew R. Louis, Secretary, for Contran Corporation |
12/02/2010 |
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A. Andrew R. Louis, Secretary, for Valhi Holding Company |
12/02/2010 |
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A. Andrew R. Louis, Secretary, for Dixie Rice Agricultural Corporation, Inc. |
12/02/2010 |
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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. |
f4vhi101202kro.txt
Exhibit 99
Additional Information
Valhi Holding Company ("VHC"), TIMET Finance Management Company ("TFMC"),
the Harold Simmons Foundation, Inc. (the "Foundation"), the Contran Amended and
Restated Deferred Compensation Trust (the "CDCT"), Harold C. Simmons, Annette C.
Simmons, the Combined Master Retirement Trust (the "CMRT"), The Annette Simmons
Grandchildren's Trust (the "Grandchildren's Trust"), Contran Corporation
("Contran") and Kronos Worldwide, Inc. ("Kronos") are the direct holders of
92.3%, 1.3%, 0.9%, 0.3%, 0.3%, 0.2%, 0.1%, less than 0.1%, less than 0.1% and
less than 0.1%, respectively, of the common stock of the issuer, Valhi, Inc.
("Valhi").
Valhi, NL Industries, Inc. ("NL"), Harold C. Simmons, TFMC, Annette C.
Simmons and Contran are the direct holders of approximately 50.0%, 30.4%, 0.4%,
0.1%, 0.1% and less than 0.1%, respectively, of the outstanding common stock of
Kronos. NL is the holder of 100% of the outstanding common stock of TFMC.
Titanium Metals Corporation ("TIMET") is the sole stockholder of
TFMC. VHC, Annette C. Simmons, the CMRT, Harold C. Simmons, NL, Valhi, Contran,
Kronos, the Foundation and the Grandchildren's Trust are the holders of 24.9%,
12.1%, 8.6%, 3.1%, 0.8%, 0.5%, 0.4%, 0.2%, less than 0.1% and less than 0.1% of
the outstanding shares of common stock of TIMET. NL's percentage ownership of
TIMET common stock includes 0.3% directly held by a subsidiary of NL.
Valhi, Harold C. Simmons, Annette C. Simmons and TFMC are the direct
holders of 83.0%, 2.1%, 0.6% and 0.5%, respectively, of the outstanding shares
of common stock of NL.
Dixie Rice Agricultural Corporation, Inc. ("Dixie Rice") is the direct
holder of 100% of the outstanding shares of common stock of VHC. Contran is the
holder of 100% of the outstanding shares of 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 shares
of Valhi common stock and less than 0.1% of the outstanding shares of 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 8.6% of the outstanding shares of 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.
The CDCT directly holds approximately 0.3% of the outstanding shares of
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 the issuer's 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.
Mr. Harold C. Simmons is chairman of the board of Kronos, Valhi, TIMET,
VHC, Dixie Rice and Contran, and chairman of the board and chief executive
officer of NL.
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 CDCT and the CMRT hold directly.
The reporting person understands that NL and a subsidiary of NL directly
own 3,604,790 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 83.0% of the outstanding shares of 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.
Annette C. Simmons is the wife of Harold C. Simmons and is the direct owner
of 54,856 shares of Kronos common stock, 21,825,875 shares of TIMET common
stock, 292,225 shares of NL common stock and 219,796 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
wife holds directly.
Mr. Harold C. Simmons is the direct owner of 258,720 shares of Kronos
common stock, 5,628,787 shares of TIMET common stock, 1,007,145 shares of NL
common stock and 343,183 shares of Valhi common stock.
The Grandchildren's Trust, of which Harold C. Simmons and his wife are
trustees and the beneficiaries are the grandchildren of his wife, is the direct
holder of 31,800 shares of Valhi common stock and 15,432 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.