SEC FORM
3
SEC Form 3
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
1. Name and Address of Reporting Person*
| THREE LINCOLN CENTER, 5430 LBJ FREEWAY |
| SUITE 1700 |
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year)
12/28/2013
|
3. Issuer Name and Ticker or Trading Symbol
NL INDUSTRIES INC
[ NL ]
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
X |
10% Owner |
|
Officer (give title below) |
|
Other (specify below) |
|
|
5. If Amendment, Date of Original Filed
(Month/Day/Year)
|
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
|
| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
|
3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
4. Nature of Indirect Beneficial Ownership (Instr.
5)
|
| Common Stock, par value $0.01 per share |
40,387,531 |
I |
By Valhi
|
| Common Stock, par value $0.01 per share |
2,000 |
I |
By Kronos
|
| Common Stock, par value $0.01 per share |
1,482,208 |
D
|
|
| Common Stock, par value $0.01 per share |
500 |
D
|
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
4)
|
2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
|
4. Conversion or Exercise Price of Derivative Security
|
5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
6. Nature of Indirect Beneficial Ownership (Instr.
5)
|
| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
| THREE LINCOLN CENTER, 5430 LBJ FREEWAY |
| SUITE 1700 |
(Street)
|
1. Name and Address of Reporting Person*
| THREE LINCOLN CENTER, 5430 LBJ FREEWAY |
| SUITE 1700 |
(Street)
|
1. Name and Address of Reporting Person*
| 5430 LBJ FREEWAY, SUITE 1700 |
|
(Street)
|
1. Name and Address of Reporting Person*
| THREE LINCOLN CENTER, 5430 LBJ FREEWAY |
| SUITE 1700 |
(Street)
|
1. Name and Address of Reporting Person*
| THREE LINCOLN CENTER, 5430 LBJ FREEWAY |
| SUITE 1700 |
(Street)
|
| Explanation of Responses: |
|
|
|
|
| Remarks: |
|
|
A. Andrew R. Louis, Attorney-in-fact, for Lisa K. Simmons, Co-Trustee of the Harold C. Simmons Family Trust No. 1 |
02/25/2014 |
|
A. Andrew R. Louis, Attorney-in-fact, for Serena S. Connelly, Co-Trustee of the Harold C. Simmons Family Trust No. 1 |
02/25/2014 |
|
A. Andrew R. Louis, Attorney-in-fact, for Lisa K. Simmons, Co-Trustee of the Harold C. Simmons Family Trust No. 2 |
02/25/2014 |
|
A. Andrew R. Louis, Attorney-in-fact, for Serena S.Connelly, Co-Trustee of the Harold C. Simmons Family Trust No. 2 |
02/25/2014 |
|
A. Andrew R. Louis, Attorney-in-fact, for Annette C. Simmons |
02/25/2014 |
|
** 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
5
(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. |
F3nl140224trust2
Exhibit 99
Additional Information
The following is a description of the relationships between the
Reporting Persons and certain related entities or persons that may be deemed
to beneficially own shares ("Shares") of the common stock of the issuer,
NL Industries, Inc. ("NL").
Lisa K. Simmons and Serena Simmons Connelly are daughters of Harold C.
Simmons. Annette C. Simmons is the widow of Harold C. Simmons and serves as
independent executor of his estate, has the power to vote and direct the
disposition of the Shares held by the estate and is the designated legatee of
such Shares.
Substantially all of the outstanding voting stock of Contran Corporation
("Contran") is held by trusts established for the benefit of Lisa K. Simmons
and Serena Simmons Connelly, daughters of Harold C. Simmons, and their
children (the "Family Trusts"), for which Ms. Lisa Simmons and Ms. Connelly
are co-trustees, or is held directly by Ms. Lisa Simmons and Ms. Connelly or
persons or entities related to them, including their step-mother Annette C.
Simmons, the widow of Harold C. Simmons. Ms. Annette C. Simmons, Ms. Lisa
Simmons and Ms. Connelly also serve as members of the board of directors of
Contran (the "Contran Board"). Prior to his death on December 28, 2013, Mr.
Simmons served as sole trustee of the Family Trusts. As co-trustees of each
of the Family Trusts, Ms. Lisa Simmons and Ms. Connelly have the shared power
to vote and direct the disposition of the shares of Contran stock held by
each of the Family Trusts, and Ms. Lisa Simmons and Ms. Connelly each have
the power to vote and direct the disposition of shares of Contran stock they
hold directly or which is held by other entities related to them.
Under a voting agreement (the "Voting Agreement") entered into effective
February 3, 2014 by the voting stockholders of Contran, the size of the
Contran Board was initially fixed at five (5) members; Ms. Lisa Simmons, Ms.
Connelly and Ms. Annette Simmons (and, in the event of their death, their
heirs) each have the right to designate one of the five members of the
Contran Board; and the remaining two members of the Contran Board must
consist of Contran management. The Voting Agreement terminates in February
2017 (unless Ms. Lisa Simmons, Ms. Connelly and Ms. Annette Simmons otherwise
mutually agree), and the ability of Ms. Lisa Simmons, Ms. Connelly, and Ms.
Annette Simmons to each designate one member of the Contran Board is
dependent upon each of their continued beneficial ownership of at least 5% of
the combined voting stock of Contran. In accordance with such Voting
Agreement, each of Ms. Lisa Simmons, Ms. Connelly and Ms. Annette Simmons
have been designated as members of the Contran Board as of February 3, 2014,
along with two members of Contran management.
The Harold Simmons Foundation, Inc. (the "Foundation") is a tax-exempt
foundation organized for charitable purposes. Lisa K. Simmons and Serena
Simmons Connelly are the sole members of the Foundation, serve as two of the
three directors on the Foundation's board of directors and are the
president and executive vice president, respectively, of the Foundation. They
may be deemed to control the Foundation but disclaim beneficial ownership of all
Shares that the Foundation holds.
Annette C. Simmons is the sole trustee of a trust of which the
beneficiaries are her grandchildren (the "Grandchildren's Trust"), and she
has the power to vote and direct the disposition of the shares the trust
holds. She disclaims beneficial ownership of any shares that this trust
holds.
A trust for which Ms. Annette Simmons is one of the co-trustees is the
holder of 100% of the outstanding shares of non-voting preferred stock issued
by Valhi Holding Company ("VHC").
Contran is the holder of 100% of the outstanding common stock of Dixie
Rice Agricultural Corporation, Inc. ("Dixie Rice") and may be deemed to
control Dixie Rice. Dixie Rice is the direct holder of 100% of the
outstanding common stock of VHC and may be deemed to control VHC.
Lisa K. Simmons, Serena Simmons Connelly and Annette C. Simmons are
related to the following persons or entities that directly hold the following
percentages of the outstanding Shares of NL:
Valhi, Inc. ("Valhi").......................................................83.0%
Annette C. Simmons as the independent executor
of the estate of Harold C. Simmons and the
designated legatee of his Shares.............................................2.2%
Annette C. Simmons...........................................................0.9%
Kronos Worldwide, Inc. ("Kronos Worldwide")........................Less than 0.1%
Valhi may be deemed to control NL.
Lisa K. Simmons, Serena Simmons Connelly and Annette C. Simmons are
related to the following persons or entities that directly hold the following
percentages of the outstanding shares of Kronos Worldwide common stock:
Valhi.......................................................................50.0%
NL..........................................................................30.4%
Annette C. Simmons...........................................................0.7%
Annette C. Simmons as the independent executor
of the estate of Harold C. Simmons and the
designated legatee of his shares of Kronos
Worldwide common stock.......................................................0.7%
Contran......................................................................0.1%
Together, Valhi, NL and Contran may be deemed to control Kronos Worldwide.
Lisa K. Simmons, Serena Simmons Connelly and Annette C. Simmons are
related to the following persons or entities that directly hold the following
percentages of the outstanding shares of Valhi common stock:
VHC.........................................................................93.8%
The Foundation...............................................................0.7%
Annette C. Simmons as the independent executor
of the estate of Harold C. Simmons and the
designated legatee of his shares of
Valhi common stock...........................................................0.6%
Annette C. Simmons...........................................................0.2%
The Grandchildren's Trust .........................................Less than 0.1%
VHC may be deemed to control Valhi. Contran may be deemed to control VHC, by
virtue of its ownership of Dixie Rice shares.
NL (including a wholly owned subsidiary of NL) and Kronos Worldwide own
14,372,970 shares and 1,724,916 shares, respectively, of Valhi common stock.
As already stated, Valhi is the direct holder of approximately 83.0% of the
outstanding shares of NL common stock and 50.05% of the Outstanding Shares.
As a result of Valhi's direct and indirect ownership of NL and Kronos
Worldwide and pursuant to Delaware law and Section 13(d)(4) of the Securities
Exchange Act of 1934, as amended, Valhi treats the shares of Valhi common
stock that NL and Kronos Worldwide own as treasury stock for voting purposes.
For the purposes of this statement, such shares of Valhi common stock that NL
and Kronos Worldwide hold are not deemed outstanding.
By virtue of the stock ownership of each of Kronos Worldwide, NL, Valhi,
VHC, Dixie Rice and Contran, the role of Ms. Lisa Simmons and Ms. Connelly as
co-trustees of the Family Trusts, Ms. Lisa Simmons and Ms. Connelly being
beneficiaries of the Family Trusts, the direct holdings of Contran voting
stock by each of Ms. Lisa Simmons, Ms. Connelly and Ms. Annette Simmons and
entities related to them, the position as a member of the Contran Board by
each of Ms. Lisa Simmons, Ms. Connelly and Ms. Annette Simmons, the position
as a member of the board of the Foundation by each of Ms. Lisa Simmons and
Ms. Connelly, and the rights of each of Ms. Lisa Simmons, Ms. Connelly and
Ms. Annette Simmons under the Voting Agreement, in each case as described
above, (a) Ms. Lisa Simmons and Ms. Connelly may be deemed to control each of
the Family Trusts and the Foundation, (b) Ms. Lisa Simmons, Ms. Connelly and
Ms. Annette Simmons may be deemed to control each of Contran, Dixie Rice,
VHC, Valhi, NL, Kronos Worldwide and CompX International Inc., a subsidiary
of NL, and (c) Ms. Lisa Simmons, Ms. Connelly, Ms. Annette Simmons, Contran,
the Foundation, Dixie Rice, VHC, Valhi, NL and Kronos Worldwide may be deemed
to possess indirect beneficial ownership of, and a pecuniary interest in,
shares of common stock directly held by such entities, including any Shares.
However, Ms. Lisa Simmons, Ms. Connelly and Ms. Annette Simmons each
disclaims beneficial ownership of all Shares held, directly or indirectly, by any of such entities, except to the extent of her pecuniary interest therein.
Except for the 1,571,716 Shares she and the estate of Harold C. Simmons
hold directly, Annette C. Simmons disclaims beneficial ownership of all
Shares, except to the extent of her pecuniary interest therein. Lisa K. Simmons and Serena Simmons Connelly each disclaim beneficial ownership of all Shares, except to the extent of her pecuniary interest therein.
POWER OF ATTORNEY FOR EXECUTING FORMS 3 4 AND 5
Know all by these present, that the undersigned hereby constitutes
and appoints each of Andrew B. Nace, A. Andrew R. Louis, M. Paige Savage,
and Clarence B. Brown, signing singly, his/her true and lawful attorney-
in-fact to:
execute for and on behalf of the undersigned Forms 3, 4 and 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Act"), and the rules thereunder;
do and perform any and all acts for an on behalf of the undersigned that
may be necessary or desirable to complete the execution of any such Forms
3, 4 or 5 and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority; and
take any other action of any type whatsoever in connection with the
foregoing that in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it
being understood that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such attorney-
in-fact may approve in his/her discretion.
The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform all and every act and thing
whatsoever requisite, necessary and proper to be done in the exercise of
any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present, with
full power of substitution or revocation, hereby ratifying and confirming
all that such attorney-in-fact, or his/her substitute or substitutes,
shall lawfully do or cause to be done by virtue of this Power of Attorney
and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming any of the undersigned's
responsibilities to comply with Section 16 of the Act.
EXECUTED as of this 25th day of February, 2014.
/s/ Lisa K. Simmons Signature
Lisa K. Simmons Printed Name
POWER OF ATTORNEY FOR EXECUTING FORMS 3 4 AND 5
Know all by these present, that the undersigned hereby constitutes
and appoints each of Andrew B. Nace, A. Andrew R. Louis, M. Paige Savage,
and Clarence B. Brown, signing singly, his/her true and lawful attorney-
in-fact to:
execute for and on behalf of the undersigned Forms 3, 4 and 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Act"), and the rules thereunder;
do and perform any and all acts for an on behalf of the undersigned that
may be necessary or desirable to complete the execution of any such Forms
3, 4 or 5 and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority; and
take any other action of any type whatsoever in connection with the
foregoing that in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it
being understood that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such attorney-
in-fact may approve in his/her discretion.
The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform all and every act and thing
whatsoever requisite, necessary and proper to be done in the exercise of
any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present, with
full power of substitution or revocation, hereby ratifying and confirming
all that such attorney-in-fact, or his/her substitute or substitutes,
shall lawfully do or cause to be done by virtue of this Power of Attorney
and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming any of the undersigned's
responsibilities to comply with Section 16 of the Act.
EXECUTED as of this 25th day of February, 2014.
/s/ Serena S. Connelly Signature
Serena S. Connelly Printed Name
POWER OF ATTORNEY FOR EXECUTING FORMS 3 4 AND 5
Know all by these present, that the undersigned hereby constitutes
and appoints each of Andrew B. Nace, A. Andrew R. Louis, M. Paige Savage,
and Clarence B. Brown, signing singly, his/her true and lawful attorney-
in-fact to:
execute for and on behalf of the undersigned Forms 3, 4 and 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Act"), and the rules thereunder;
do and perform any and all acts for an on behalf of the undersigned that
may be necessary or desirable to complete the execution of any such Forms
3, 4 or 5 and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority; and
take any other action of any type whatsoever in connection with the
foregoing that in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it
being understood that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such attorney-
in-fact may approve in his/her discretion.
The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform all and every act and thing
whatsoever requisite, necessary and proper to be done in the exercise of
any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present, with
full power of substitution or revocation, hereby ratifying and confirming
all that such attorney-in-fact, or his/her substitute or substitutes,
shall lawfully do or cause to be done by virtue of this Power of Attorney
and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming any of the undersigned's
responsibilities to comply with Section 16 of the Act.
EXECUTED as of this 25th day of February, 2014.
/s/ Serena S. Connelly Signature
Serena S. Connelly, Co-Trustee of the Harold C. Simmons Family Trust No. 1 Printed Name
/s/ Lisa K. Simmons Signature
Lisa K. Simmons, Co-Trustee of the Harold C. Simmons Family Trust No. 1 Printed Name
POWER OF ATTORNEY FOR EXECUTING FORMS 3 4 AND 5
Know all by these present, that the undersigned hereby constitutes
and appoints each of Andrew B. Nace, A. Andrew R. Louis, M. Paige Savage,
and Clarence B. Brown, signing singly, his/her true and lawful attorney-
in-fact to:
execute for and on behalf of the undersigned Forms 3, 4 and 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Act"), and the rules thereunder;
do and perform any and all acts for an on behalf of the undersigned that
may be necessary or desirable to complete the execution of any such Forms
3, 4 or 5 and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority; and
take any other action of any type whatsoever in connection with the
foregoing that in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it
being understood that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such attorney-
in-fact may approve in his/her discretion.
The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform all and every act and thing
whatsoever requisite, necessary and proper to be done in the exercise of
any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present, with
full power of substitution or revocation, hereby ratifying and confirming
all that such attorney-in-fact, or his/her substitute or substitutes,
shall lawfully do or cause to be done by virtue of this Power of Attorney
and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming any of the undersigned's
responsibilities to comply with Section 16 of the Act.
EXECUTED as of this 25th day of February, 2014.
/s/ Serena S. Connelly Signature
Serena S. Connelly, Co-Trustee of the Harold C. Simmons Family Trust No. 2 Printed Name
/s/ Lisa K. Simmons Signature
Lisa K. Simmons, Co-Trustee of the Harold C. Simmons Family Trust No. 2 Printed Name
POWER OF ATTORNEY FOR EXECUTING FORMS 3 4 AND 5
Know all by these present, that the undersigned hereby constitutes
and appoints each of Andrew B. Nace, A. Andrew R. Louis, M. Paige Savage,
and Clarence B. Brown, signing singly, his/her true and lawful attorney-
in-fact to:
execute for and on behalf of the undersigned Forms 3, 4 and 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Act"), and the rules thereunder;
do and perform any and all acts for an on behalf of the undersigned that
may be necessary or desirable to complete the execution of any such Forms
3, 4 or 5 and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority; and
take any other action of any type whatsoever in connection with the
foregoing that in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it
being understood that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such attorney-
in-fact may approve in his/her discretion.
The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform all and every act and thing
whatsoever requisite, necessary and proper to be done in the exercise of
any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present, with
full power of substitution or revocation, hereby ratifying and confirming
all that such attorney-in-fact, or his/her substitute or substitutes,
shall lawfully do or cause to be done by virtue of this Power of Attorney
and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming any of the undersigned's
responsibilities to comply with Section 16 of the Act.
EXECUTED as of this 25th day of February, 2014.
/s/ Annette C. Simmons Signature
Annette C. Simmons Printed Name
