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*
(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)
07/19/2004
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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 |
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| 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 |
07/19/2004 |
|
P |
|
200 |
A |
$11.98
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3,820,800 |
D |
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| Common stock, $0.01 par value per share |
07/19/2004 |
|
P |
|
1,800 |
A |
$11.99
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3,822,600 |
D |
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| Common stock, $0.01 par value per share |
07/19/2004 |
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P |
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6,100 |
A |
$12
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3,828,700 |
D |
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| Common stock, $0.01 par value per share |
07/20/2004 |
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P |
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15,000 |
A |
$12
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3,843,700 |
D |
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| Common stock, $0.01 par value per share |
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|
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92,739,554 |
I |
by Valhi Group, Inc.
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| Common stock, $0.01 par value per share |
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|
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10,891,009 |
I |
by National City Lines, Inc.
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| Common stock, $0.01 par value per share |
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|
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439,400 |
I |
by CDCT No. 2
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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*
| 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 |
07/21/2004 |
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A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons |
07/21/2004 |
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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. |
Additional Information
Valhi Group, Inc. (“VGI”), National City Lines, Inc. (“National”), Contran Corporation (“Contran”), 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%, 3.2%, 0.9%, 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, 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 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, 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.
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 shares 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 62.3% and 21.1%, respectively, of the outstanding common stock of NL. Valhi is the
holder of 100% of the outstanding membership interests of Tremont LLC and 100% of the outstanding common
stock of Valmont. As a result of Valhi’s direct and indirect ownership of Valmont, NL and its subsidiary,
the reporting person further understands that, pursuant to Delaware law, Valhi treats the shares of
Valhi common stock that Valmont, NL and its subsidiary own as treasury stock for voting purposes. For
the purposes of this statement, such shares of Valhi common stock that Valmont, NL and its subsidiary
hold directly are not deemed outstanding.
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
40,000 shares of the issuer's common stock. Mr. Simmons, as co-trustee of this
trust, has the power to vote and direct the disposition of the shares of the
issuer's common stock the trust holds. Mr. Simmons disclaims beneficial
ownership of any shares of the issuer's common stock that this trust holds.
