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 |
| Expires: |
December 31, 2014 |
| 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
NL INDUSTRIES INC
[ NL ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
X |
10% Owner |
| X |
Officer (give title below) |
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Other (specify below) |
| Chairman of the Board |
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3. Date of Earliest Transaction
(Month/Day/Year)
05/20/2003
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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 |
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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, $0.125 par value per share |
05/20/2003 |
|
A
|
|
1,000 |
A |
0
|
6,000 |
D
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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 |
| Explanation of Responses: |
|
|
|
/s/ Andrew Louis, as attorney-in-fact for Harold C. Simmons |
05/22/2003 |
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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
The reporting person may also be deemed to own indirectly and
beneficially the following shares of common stock, par value
$0.125 per share, of the issuer (see below for a description of
how the reporting person is related to the following direct
holders):
(1) 30,135,390 shares directly held by Valhi, Inc. ("Valhi");
(2) 10,215,541 shares directly held by Tremont LLC; and
(3) 69,475 shares directly held by the reporting person's
spouse.
Valhi and Tremont LLC are the direct holders of
approximately 63.2% and 21.4%, respectively, of the
outstanding common stock of the issuer, NL Industries, Inc.
("NL"). Valhi is the direct holder of 100% of the
membership interests of Tremont LLC. 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 Combined Master
Retirement Trust (the "CMRT") are the direct holders of
approximately 77.6%, 9.1%, 2.9%, 1.3%, 0.4% and 0.1%,
respectively, of the outstanding 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 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. 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 1.3% 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 approximately 0.1% of the
outstanding 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.
The reporting person understands that Valmont Insurance Company
("Valmont"), NL and a subsidiary of NL directly own 1,000,000,
3,522,967 and 1,186,200 shares of Valhi common stock,
respectively, as of the date of this statement. Valhi is the
direct holder of 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 its shares of common
stock that Valmont, NL and NL's 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.
Mr. Harold C. Simmons is chairman of the board of Tremont
LLC, NL, 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 the shares of NL common
stock directly held by certain of such other entities. However,
Mr. Simmons disclaims beneficial ownership of the shares of NL
commons 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. Mr. Simmons disclaims beneficial ownership
of these shares.
