SEC Filing | Valhi

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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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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^*

SIMMONS HAROLD C

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

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

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2003

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock, $0.01 par value per share	05/22/2003		J⁽¹⁾		100	A	9.39	3,500,400	I	By Contran⁽²⁾
Common stock, $0.01 par value per share	05/22/2003		J⁽¹⁾		4,900	A	9.4	3,505,300	I	By Contran⁽²⁾
Common stock, $0.01 par value per share	05/22/2003		J⁽¹⁾		5,000	A	9.55	3,510,300	I	By Contran⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Open market purchase by Contran Corporation. See additional information filed as an exhibit to this statement for a description of the relationship of Contran Corporation to the reporting person.

2. Directly held by Contran Corporation. See additional information filed as an exhibit to this statement for additional shares that may be deemed to be beneficially owned, directly or indirectly, by the reporting person and for a description of the relationship of Contran Corporation to the reporting person.

	/s/ Andrew Louis, as attorney-in-fact for Harold C. Simmons	05/23/2002
	** 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.

Additional Information

The reporting person may also be deemed to own beneficially
the following shares of common stock, par value $0.01 per share,
of the issuer (see below for a description of how the
reporting person is related to the following direct holders):

(1)   3,383 shares directly held by the reporting person;

(2)   92,739,554 shares directly held by Valhi Group, Inc.
("VGI");

(3)   10,891,009 shares directly held by National City Lines,
Inc. ("National"); and

(3)   439,400 shares directly held by the Contran Deferred
Compensation Trust No. 2 (the "CDCT No. 2").

VGI, National, Contran Corporation, the Harold Simmons
Foundation, Inc. (the "Foundation"), the CDCT No. 2 and The
Combined Master Retirement Trust (the "CMRT") are the direct
holders of approximately 77.6%, 9.1%, 2.9%, 1.3%, 0.4% and 0.1%,
respectively, of the outstanding common stock of Valhi, Inc.
("Valhi").  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 stock 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 and
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.  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 1.3% 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
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, VGI,
National, NOA, Dixie Holding, Dixie Rice, Southwest and Contran.

By virtue of the offices held, the stock ownership and his service
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, and a pecuniary interest in, shares of
common stock directly held by certain of such other entities.
However, Mr. Simmons disclaims beneficial ownership of the shares
of Valhi commons stock beneficially owned, directly or indirectly,
by any of such entities.

The reporting person understands that Valmont Insurance Company
("Valmont"), NL Industries, Inc. ("NL") and a subsidiary of NL
directly own 1,000,000, 3,522,967 and 1,186,200 shares,
respectively, of Valhi common stock as of the date of this
statement.  Valhi and Tremont LLC are the direct holders of
approximately 63.2% and 21.4%, respectively, of the outstanding
common stock of NL.  Valhi is the direct holder of 100%
of the outstanding common stock of Valmont.  As a result of
Valhi's direct and indirect ownership of Valmont, NL and its
subsidiary, pursuant to Delaware law, Valhi treats the shares of
Valhi common stock that Valmont, NL and NL's subsidiary own as
treasury stock for voting purposes.  For the purposes of this
statement, such shares are not deemed outstanding.