SEC FORM
4/A
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*
| 5430 LBJ FREEWAY, SUITE 1700 |
|
(Street)
|
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 and CEO |
|
3. Date of Earliest Transaction
(Month/Day/Year)
07/15/2010
|
4. If Amendment, Date of Original Filed
(Month/Day/Year)
07/20/2010
|
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)
|
| Code |
V |
Amount |
(A) or (D) |
Price |
| Common stock $0.125 par value |
07/15/2010 |
|
P |
|
5,900 |
A |
$7.24
|
992,100 |
D |
|
| Common stock $0.125 par value |
07/16/2010 |
|
P |
|
200 |
A |
$6.99
|
992,300 |
D |
|
| Common stock $0.125 par value |
07/16/2010 |
|
P |
|
2,000 |
A |
$7
|
994,300 |
D |
|
| Common stock $0.125 par value |
07/16/2010 |
|
P |
|
100 |
A |
$6.92
|
994,400 |
D |
|
| Common stock $0.125 par value |
07/16/2010 |
|
P |
|
400 |
A |
$6.93
|
994,800 |
D |
|
| Common stock $0.125 par value |
07/16/2010 |
|
P |
|
300 |
A |
$6.94
|
995,100 |
D |
|
| Common stock $0.125 par value |
07/16/2010 |
|
P |
|
700 |
A |
$6.9499
|
995,800 |
D |
|
| Common stock $0.125 par value |
07/16/2010 |
|
P |
|
600 |
A |
$6.95
|
996,400 |
D |
|
| Common stock $0.125 par value |
07/16/2010 |
|
P |
|
2,300 |
A |
$6.9599
|
998,700 |
D |
|
| Common stock $0.125 par value |
07/16/2010 |
|
P |
|
500 |
A |
$6.96
|
999,200 |
D |
|
| Common stock $0.125 par value |
07/16/2010 |
|
P |
|
300 |
A |
$6.97
|
999,500 |
D |
|
| Common stock $0.125 par value |
07/16/2010 |
|
P |
|
100 |
A |
$6.9799
|
999,600 |
D |
|
| Common stock $0.125 par value |
07/16/2010 |
|
P |
|
200 |
A |
$6.98
|
999,800 |
D |
|
| Common stock $0.125 par value |
07/16/2010 |
|
P |
|
400 |
A |
$6.9899
|
1,000,200 |
D |
|
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)
|
| 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 |
07/23/2010 |
|
** 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. |
f4anl100716hcs.txt
Exhibit 99 Additional Information
As of July 20, 2010
Valhi, Inc. ("Valhi"), Harold C. Simmons, Harold C. Simmons' spouse and
TIMET Finance Management Company ("TFMC") are the direct holders of
approximately 83.0%, 2.1%, 0.6% and 0.5%, respectively, of the outstanding
common stock of the issuer, NL Industries, Inc. ("NL"). Titanium Metals
Corporation ("TIMET") is the sole stockholder of TFMC.
Valhi Holding Company ("VHC"), Annette C. Simmons, The Combined Master
Retirement Trust (the "CMRT"), Harold C. Simmons, NL Industries, Inc. ("NL"),
Contran Corporation ("Contran"), Valhi, Inc. ("Valhi"), COAM Company ("COAM")
and the Harold Simmons Foundation, Inc. (the "Foundation") are the holders of
approximately 24.9%, 11.7%, 8.6%, 4.1%, 0.8%, 0.5%, 0.5%. 0.2% and less than
0.1%, respectively, 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.
VHC, TFMC, the Foundation, the Contran Amended and Restated Deferred
Compensation Trust (the "CDCT"), Harold C. Simmons, Harold C. Simmons' spouse,
the CMRT and Contran are the direct holders of 92.3%, 1.1%, 0.9%, 0.3%, 0.3%,
0.2%, 0.1% and less than 0.1%, respectively, of the common stock of Valhi.
Dixie Rice Agricultural Corporation, Inc. ("Dixie Rice") is the direct holder of
100% the outstanding common stock of VHC. Contran is the holder of 100% of the
outstanding 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 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 less than 0.1% of the outstanding shares of
TIMET common stock and 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 CMRT directly holds approximately 8.6% of the outstanding shares of
TIMET common stock and 0.1% of the outstanding shares of Valhi common stock.
Contran sponsors the CMRT to permit the collective investment by master trusts
that maintain the assets of certain employee benefit plans Contran 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. Contran'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.
The CDCT directly holds approximately 0.3% of the outstanding shares of
the common stock of Valhi. 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.
Contran, Valhi and Southwest Louisiana Land LLC ("Southwest") directly hold
all of the partnership interests of COAM. Contran is the sole member of
Southwest
Harold C. Simmons is the chairman of the board and chief executive
officer of NL and the chairman of the board of each of TIMET, Valhi, VHC,
Dixie Rice, Southwest and Contran, and chairman of the board and chief executive
officer of NL.
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 3,604,790 shares and 1,186,200
shares, respectively, of Valhi common stock. As already discussed, Valhi is
the direct holder of 83.0% of the outstanding shares of NL 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' spouse is the direct owner of 292,225 shares of NL
common stock, 21,115,875 shares of TIMET common stock and 203,065 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 1,000,200 shares of NL common
stock, 7,422,787 shares of TIMET common stock and 313,183 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 15,432 shares of TIMET common stock and 31,800 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 the trust holds. Mr. Simmons disclaims
beneficial ownership of any shares that this trust holds.
