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
|
| 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)
04/21/2006
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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)
|
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 $0.125 par value |
04/21/2006 |
|
J |
|
100 |
A |
$11.73
|
295,800 |
D |
|
| Common stock $0.125 par value |
04/21/2006 |
|
J |
|
7,200 |
A |
$11.83
|
303,000 |
D |
|
| Common stock $0.125 par value |
|
|
|
|
|
|
|
40,350,931 |
I |
by Valhi
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| Common stock $0.125 par value |
|
|
|
|
|
|
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222,100 |
I |
by TFMC
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| Common stock $0.125 par value |
|
|
|
|
|
|
|
119,475 |
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
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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)
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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)
|
9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
|
10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
|
| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
|
|
|
| Remarks: |
|
|
A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons |
04/21/2006 |
|
** 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
Exhibit 99
Additional Information
Valhi, Inc., Harold C. Simmons, TIMET Finance Management Company ("TFMC"),
and Harold C. Simmons' spouse are the direct holders of approximately 83.1%,
0.6%, 0.5% and 0.2%, respectively, of the outstanding common stock of the
issuer, NL Industries, Inc. ("NL"). Titanium Metals Corporation ("TIMET") is the
sole stockholder of TFMC.
Tremont LLC ("Tremont"), Harold C. Simmons' spouse, The Combined Master
Retirement Trust (the "CMRT"), Valhi and Harold C. Simmons are the direct
holders of approximately 33.4%, 12.6%, 10.2%, 3.8% and 2.6% of the outstanding
shares of TIMET common stock. The ownership of Ms. Simmons includes 10,666,666
shares of TIMET common stock that she has the right to acquire upon conversion
of 1,600,000 shares of the 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. The ownership of Valhi includes 98,000 shares of the TIMET's 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 the
TIMET's common stock held by Ms. Simmons and Valhi assumes the full conversion
of only the shares of Series A Preferred Stock owned by her or Valhi,
respectively.
Valhi is the sole member of Tremont. Valhi Holding Company ("VHC"), 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 91.7%, 0.9%, 0.4% and 0.1%, respectively, of the common stock of Valhi. Valhi
Group, Inc. ("VGI"), National City Lines, Inc. ("National") and Contran
Corporation ("Contran") are the direct holders of 87.4%, 10.3% and 2.3%,
respectively, of the outstanding common stock of VHC. 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.
Harold C. Simmons is the chairman of the board and chief executive officer
of the issuer and the chairman of the board of each of Tremont, TIMET, Valhi,
VHC, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest and Contran.
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 10.2% 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 any shares held by
the CMRT, except to the extent of his individual vested beneficial interest, if
any, in the assets held by the CMRT.
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.
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.
Annette C. Simmons' is the wife of Harold C. Simmons and direct owner of
119,475 of the issuer's common stock, 1,600,000 shares of the Series A Preferred
Stock, 228,000 shares of TIMET common stock and 43,400 shares of Valhi common
stock. Mr. Simmons may be deemed to share indirect beneficial ownership of such
securities. Mr. Simmons disclaims beneficial ownership of all securities that
his spouse holds directly.
Mr. Harold C. Simmons is the direct owner of 305,000 shares of the issuer's
common stock (including options exerciseable for 2,000 shares), 1,983,700 shares
of TIMET common stock and 3,383 shares of Valhi common stock.
A trust of which Harold C. Simmons and his spouse are co-trustees and the
beneficiaries are the grandchildren of his spouse is the direct holder of 36,500
shares of Valhi 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.
