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 |
|
|
 |
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*
| THREE LINCOLN CENTRE |
| 5430 LBJ FREEWAY STE 1700 |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NL INDUSTRIES INC
[ NL ]
|
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 & CEO |
|
3. Date of Earliest Transaction
(Month/Day/Year)
01/31/2005
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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)
| X |
Form filed by One Reporting Person |
|
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 |
01/31/2005 |
|
M |
|
2,000 |
A |
$5.8125
|
26,800 |
D |
|
| Common Stock |
|
|
|
|
|
|
|
40,350,931 |
I |
by Valhi
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| Common Stock |
|
|
|
|
|
|
|
222,100 |
I |
by TFMC
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| Common Stock |
|
|
|
|
|
|
|
69,475 |
I |
by Spouse
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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)
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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)
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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)
|
11. Nature of Indirect Beneficial Ownership (Instr.
4)
|
| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Non-Qualified Stock Option (right to buy) |
$5.8125
|
01/31/2005 |
|
M |
|
|
2,000 |
02/01/2001 |
02/01/2005 |
Common Stock |
2,000 |
|
0 |
D |
|
| Explanation of Responses: |
|
|
|
|
| Remarks: |
|
|
A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons |
01/31/2005 |
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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, Inc.("Valhi") and TIMET Finance Management Company ("TFMC") are the
direct holders of approximately 83.3% and 0.5%, respectively, of the outstanding
common stock of the issuer, NL Industries, Inc. ("NL").
Titanium Metals Corporation ("TIMET") is the direct holder of 100% of the
outstanding shares of common stock of TFMC. Tremont LLC ("Tremont"), Harold C.
Simmons' spouse, the Combined Mater Retirement Trust (the "CMRT"), and Valhi are
the holders of approximately 39.6%, 14.4%, 12.1% and 1.3% of the outstanding
shares of TIMET common stock. The ownership of Mr. Simmons' spouse is based on
the 1,600,000 shares of TIMET's 6 3/4% Series A Convertible Preferred Stock, par
value $0.01 per share (the "Series A Preferred Stock"), that she directly owns,
which are convertible into 2,666,666 shares of TIMET common stock. The ownership
of Valhi includes 24,500 shares of TIMET common stock that Valhi has the right
to acquire upon conversion of 14,700 shares of Series A Preferred Stock that
Valhi directly holds. The percentage ownership of TIMET common stock held by
each of Ms. Simmons and Valhi assumes the full conversion of only the shares of
Series A Preferred Stock she or Valhi owns, respectively. Valhi is the sole
member of Tremont.
Valhi Group, Inc. ("VGI"), National City Lines, Inc. ("National"), Contran
Corporation ("Contran"), the Harold Simmons Foundation, Inc. (the "Foundation"),
the Contran Deferred Compensation Trust No. 2 (the "CDCT No. 2") and the CMRT
are the direct holders of 77.6%, 9.1% 3.6%, 0.9%, 0.4% and 0.1%, respectively,
of the common stock of 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. Contran is also the holder of
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 entities related to Mr. Simmons. As sole trustee of
the Trusts, Mr. Simmons has the power to vote and direct the disposition of the
shares of Contran stock held by 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 and chief executive
officer 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 owed
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 12.1% of the outstanding shares of
TIMET common stock and 0.1% of the outstanding shares of Valhi common stock.
Valhi established the CMRT to permit the collective investment by master trusts
that maintain the assets of certain employee benefit plans Valhi 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. Valhi's board of directors
selects the trustee and members 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. He disclaims beneficial ownership of the shares held by
the CMRT, except to the extent of his individual vested beneficial interest, if
any, in the assets held by the CMRT.
NL and a subsidiary of NL 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 the subsidiary of NL own
directly as treasury stock for voting purposes and for the purposes of this
statement are not deemed outstanding.
Harold C. Simmons is the chairman of the board and chief executive officer
of the issuer, vice chairman of the board of TIMET, and the chairman of the
board of each of Tremont, Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice,
Southwest and Contran.
By virtue of the holding of the offices, 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 shares of NL
common stock that Valhi and TFMC hold directly. However, Mr. Simmons disclaims
beneficial ownership of the shares of NL common stock beneficially owned,
directly or indirectly, by any of such entities.
Harold C. Simmons' spouse is the direct owner of 69,475 shares of NL common
stock, 43,400 shares of Valhi common stock and 1,600,000 shares of Series A
Preferred Stock, which are convertible into 2,666,666 shares of TIMET common
stock. Mr. Simmons disclaims beneficial ownership of all securities that his
spouse holds directly.
A trust of which Harold C. Simmons and his spouse are co-trustees and the
beneficiaries of which are the grandchildren of his spouse is the direct holder
of 40,000 shares of Valhi common stock. Mr. Simmons disclaims beneficial
ownership of these shares.
