SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
CompX International Inc.
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
20563P 10 1
(CUSIP Number)
STEVEN L. WATSON
THREE LINCOLN CENTRE
SUITE 1700
5430 LBJ FREEWAY
DALLAS, TEXAS 75240-2694
(972) 233-1700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 7, 2005
(Date of Event which requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following pages)
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CompX Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,586,820
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
2,586,820
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,586,820
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.7%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NL Industries, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,626,120
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
2,626,120
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,626,120
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.5%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TIMET Finance Management Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,070,420
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
3,070,420
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,070,420
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Titanium Metals Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,070,420
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
3,070,420
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,070,420
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tremont LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,070,420
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
3,070,420
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,070,420
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Valhi, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,109,720
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
3,109,720
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,109,720
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.8%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Valhi Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,109,720
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
3,109,720
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,109,720
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.8%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
National City Lines, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,109,720
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
3,109,720
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,109,720
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.8%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NOA, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,109,720
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
3,109,720
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,109,720
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.8%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dixie Holding Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,109,720
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
3,109,720
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,109,720
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.8%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dixie Rice Agricultural Corporation, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,109,720
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
3,109,720
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,109,720
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.8%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Southwest Louisiana Land Company, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,109,720
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
3,109,720
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,109,720
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.8%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Contran Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,109,720
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
3,109,720
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,109,720
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.8%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Combined Master Retirement Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,109,720
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
3,109,720
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,109,720
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.8%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
EP
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harold Simmons Foundation, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,109,720
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
3,109,720
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,109,720
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.8%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harold C. Simmons
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
40,700
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,129,720
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 40,700
10 SHARED DISPOSITIVE POWER
3,129,720
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ X ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
AMENDMENT NO. 13
TO SCHEDULE 13D
This amended statement on Schedule 13D (this "Statement") relates to
the class A common stock, par value $0.01 per share (the "Class A Shares"), of
CompX International Inc., a Delaware corporation (the "Company"). Items 2, 3, 4
and 5 of this Statement are hereby amended as set forth below.
Item 2. Identity and Background.
Item 2 is amended as follows.
(a) The following entities or person are filing this Statement
(collectively, the "Reporting Persons"):
(i) CompX Group, Inc. ("CGI") as a direct holder of Class A
Shares;
(ii) NL Industries, Inc. ("NL") and TIMET Finance Management
Company ("TFMC") by virtue of their direct ownership of CGI and as
direct holders of Class A Shares;
(iii) Titanium Metals Corporation ("TIMET") by virtue of its
indirect ownership of CGI and direct ownership of TFMC;
(iv) Tremont LLC ("Tremont") by virtue of its indirect
ownership of CGI and TFMC;
(v) Valhi, Inc. ("Valhi"), Valhi Group, Inc. ("VGI"), National
City Lines, Inc. ("National"), NOA, Inc. ("NOA"), Dixie Holding Company
("Dixie Holding"), Dixie Rice Agricultural Corporation, Inc. ("Dixie
Rice"), Southwest Louisiana Land Company, Inc. ("Southwest"), Contran
Corporation ("Contran"), The Combined Master Retirement Trust (the
"CMRT") and the Harold Simmons Foundation, Inc. (the "Foundation") by
virtue of their indirect ownership of CGI, TFMC and NL; and
(vi) Harold C. Simmons by virtue of his direct and indirect
ownership of Class A Shares and his positions with Contran and certain
of the other entities (as described in this Statement).
By signing this Statement, each Reporting Person agrees that this Statement is
filed on its or his behalf.
CGI, TFMC and NL are direct holders of 49.7%, 9.3% and 0.8%,
respectively, of the 5,201,780 Class A Shares outstanding as of June 16, 2005
according to information the Company provided (the "Outstanding Class A
Shares").
CGI also directly holds 100%, or 10,000,000 shares, of the Company's
class B common stock, par value $0.01 per share (the "Class B Shares" and
collectively with the Class A Shares shall be referred to as the "Shares"). The
description of the relative rights of the Shares as described in this Statement
is qualified in its entirety by the terms of the Company's restated certificate
of incorporation that is filed as Exhibit 3.1 to Amendment No. 1 to the
Company's Registration Statement on Form S-1 filed with the Securities and
Exchange Commission on February 4, 1998 (Reg. No. 333-42643), which is
incorporated herein by reference. As a result of its ownership of 49.7% of the
Class A Shares and 100% of the Class B Shares, CGI directly holds approximately
82.8% of the combined voting power (97.5% of the voting power for the election
of directors) of all classes of voting stock of the Company. CGI may be deemed
to control the Company.
NL and TFMC are the direct holders of approximately 82.4%, and 17.6%,
respectively, of the outstanding shares of CGI common stock and together may be
deemed to control CGI. Valhi and TFMC are the direct holders of approximately
83.1% and 0.5%, respectively, of the outstanding shares of NL common stock and
together may be deemed to control NL.
TIMET is the direct holder of 100% of the outstanding shares of common
stock of TFMC and may be deemed to control TFMC. Tremont, Harold C. Simmons'
spouse, the CMRT, Valhi and Harold C. Simmons are the direct holders of
approximately 39.5%, 14.3%, 12.0%. 4.5% and 0.8% of the outstanding shares of
TIMET common stock. Tremont may be deemed to control TIMET. 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 and may be deemed to control
Tremont. VGI, National, Contran, the Foundation, the Contran Deferred
Compensation Trust No. 2 (the "CDCT No. 2") and the CMRT are the direct holders
of 79.1%, 9.3%, 2.1%, 0.9%, 0.4% and 0.1%, respectively, of the common stock of
Valhi. Together, VGI, National and Contran may be deemed to control Valhi.
National, NOA and Dixie Holding are the direct holders of approximately 73.3%,
11.4% and 15.3%, respectively, of the outstanding shares of common stock of VGI.
Together, National, NOA and Dixie Holding may be deemed to control VGI. Contran
and NOA are the direct holders of approximately 85.7% and 14.3%, respectively,
of the outstanding shares of common stock of National and together may be deemed
to control National. Contran and Southwest are the direct holders of
approximately 49.9% and 50.1%, respectively, of the outstanding shares of common
stock of NOA and together may be deemed to control NOA. Dixie Rice is the direct
holder of 100% of the outstanding shares of common stock of Dixie Holding and
may be deemed to control Dixie Holding. Contran is the holder of 100% of the
outstanding shares of common stock of Dixie Rice and may be deemed to control
Dixie Rice. Contran is the holder of approximately 88.9% of the outstanding
shares of common stock of Southwest and may be deemed to control 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
held by Mr. Simmons or persons or other 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
shares of 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
shares of 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 12.0% of the outstanding shares
of TIMET common stock and 0.1% of the outstanding shares of 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. Harold C. Simmons is the sole trustee of the CMRT
and a member of the trust investment committee for the CMRT. Mr. Simmons is also
a participant in one or more of the employee benefit plans that invest through
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 as
treasury stock for voting purposes and for the purposes of this Statement such
shares are not deemed outstanding.
Mr. Harold C. Simmons is chairman of the board and chief executive
officer of NL, vice chairman of TIMET and chairman of the board of CGI, 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 the Shares
that are directly held by CGI and TFMC. However, Mr. Simmons disclaims such
beneficial ownership of the Shares beneficially owned, directly or indirectly,
by any of such entities.
Harold C. Simmons' spouse is the direct owner of 20,000 Class A Shares,
69,475 shares of NL common stock and 43,400 shares of Valhi common stock. Mr.
Simmons may be deemed to share indirect beneficial ownership of such Shares. He
disclaims all such beneficial ownership.
Harold C. Simmons is the direct owner of 40,700 Class A Shares, 31,800
shares of NL common stock (including options exercisable for 4,000 shares of NL
common stock), 126,200 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 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.
Certain information concerning the directors and executive officers of
the Reporting Persons, including offices held by Mr. Simmons is set forth on
Schedule B attached hereto and incorporated herein by reference.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended as follows.
The total amount of funds TFMC used to acquire the Class A Shares TFMC
purchased as reported in Item 5(c) was $712,531.00 (including commissions). TFMC
obtained such funds through an intercompany advance from TIMET, net of amounts
TIMET owed TFMC, if any.
The total amount of funds NL used to acquire the Class A Shares NL
purchased as reported in Item 5(c) was $571,815.00 (including commissions). NL
obtained such funds from its cash on hand.
Item 4. Purpose of Transaction.
Item 4 is amended as follows.
TFMC and NL purchased the Class A Shares reported in Item 5(c) in order
to increase their equity interests in the Company.
Depending upon their evaluation of the Company's business and
prospects, and upon future developments (including, but not limited to,
performance of the Class A Shares in the market, availability of funds,
alternative uses of funds, and money, stock market and general economic
conditions), any of the Reporting Persons or other entities that may be deemed
to be affiliated with Contran may from time to time purchase Shares, and any of
the Reporting Persons or other entities that may be deemed to be affiliated with
Contran may from time to time dispose of all or a portion of the Shares held by
such person, or cease buying or selling Shares. Any such additional purchases or
sales of Shares may be in open market or privately negotiated transactions or
otherwise.
The information included in Item 2 of this Statement is hereby
incorporated herein by reference. As described under Item 2 of this Statement,
Harold C. Simmons may be deemed to control the Company.
Certain of the persons named in Schedule B to this Statement, namely
Eugene K. Anderson, James W. Brown, Robert D. Graham, J. Mark Hollingsworth,
Keith A. Johnson, William J. Lindquist, A. Andrew R. Louis, Kelly D. Luttmer,
Bobby D. O'Brien, Glenn R. Simmons, Harold C. Simmons, John A. St. Wrba, Gregory
M. Swalwell and Steven L. Watson are officers and/or directors of the Company or
perform services for the Company as employees of one of the Company's parent
corporations and may acquire Class A Shares from time to time pursuant to
employee benefit plans that the Company sponsors or other compensation
arrangements with the Company or otherwise.
Except as described in this Item 4, none of the Reporting Persons nor,
to the best knowledge of such persons, any other person named in Schedule B to
this Statement has formulated any plans or proposals which relate to or would
result in any matter required to be disclosed in response to paragraphs (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended as follows.
(a) CGI, TFMC, Harold C. Simmons, NL and Mr. Simmons' spouse are the
direct beneficial owners of 2,586,820, 483,600, 40,700, 39,300 and 20,000 Class
A Shares, respectively. CGI also directly holds 10,000,000 Class B Shares.
By virtue of the relationships described under Item 2 of this
Statement:
(1) CGI may be deemed to be the beneficial owner of the
2,586,820 Class A Shares (approximately 49.7% of the Outstanding Class
A Shares) and 10,000,000 Class B Shares (approximately 82.8% of the
combined voting power, and 97.5% of the voting power for the election
of directors, of all classes of voting stock of the Company) that CGI
holds directly;
(2) NL may be deemed to be the beneficial owner of the
2,626,120 Class A Shares (approximately 50.5% of the Outstanding Class
A Shares) and 10,000,000 Class B Shares (approximately 83.1% of the
combined voting power, and 97.6% of the voting power for the election
of directors, of all classes of voting stock of the Company) that CGI
and NL hold directly;
(3) TFMC, TIMET and Tremont may each be deemed to be the
beneficial owner of the 3,070,420 Class A Shares (approximately 59.0%
of the Outstanding Class A Shares) and 10,000,000 Class B Shares
(approximately 86.0% of the combined voting power, and 98.0% of the
voting power for the election of directors, of all classes of voting
stock of the Company) that CGI and TFMC hold directly; and
(4) Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice,
Southwest, Contran, the CMRT and the Foundation may each be deemed to
be the beneficial owner of the 3,109,720 Class A Shares (approximately
59.8% of the Outstanding Class A Shares) and 10,000,000 Class B Shares
(approximately 86.2% of the combined voting power, and 98.0% of the
voting power for the election of directors, of all classes of voting
stock of the Company) that CGI, TFMC and NL hold directly; and
(5) Harold C. Simmons may be deemed to be the beneficial owner
of the 3,170,420 Class A Shares (approximately 60.9% of the Outstanding
Class A Shares) and 10,000,000 Class B Shares (approximately 86.6% of
the combined voting power, and 98.1% of the voting power for the
election of directors, of all classes of voting stock of the Company)
that CGI, TFMC, he, NL and his spouse hold directly.
Except to the extent of the 40,700 Class A Shares he holds directly, Harold C.
Simmons disclaims beneficial ownership of all Shares.
The Reporting Persons understand, based on ownership filings with the
Securities and Exchange Commission (the "Commission") or upon information
provided by the persons listed on Schedule B to this Statement, that such
persons may be deemed to own beneficially the Class A Shares as indicated on
Schedule C to this Statement.
(b) By virtue of the relationships described in Item 2 of this
Statement:
(1) CGI may be deemed to share the power to vote and direct
the disposition of the 2,586,820 Class A Shares (approximately 49.7% of
the Outstanding Class A Shares) and 10,000,000 Class B Shares
(approximately 82.8% of the combined voting power, and 97.5% of the
voting power for the election of directors, of all classes of voting
stock of the Company) that CGI holds directly;
(2) NL may be deemed to share the power to vote and direct the
disposition of the 2,626,120 Class A Shares (approximately 50.5% of the
Outstanding Class A Shares) and 10,000,000 Class B Shares
(approximately 83.1% of the combined voting power, and 97.6% of the
voting power for the election of directors, of all classes of voting
stock of the Company) that CGI and NL hold directly;
(3) TFMC, TIMET and Tremont may each be deemed to share the
power to vote and direct the disposition of the 3,070,420 Class A
Shares (approximately 59.0% of the Outstanding Class A Shares) and
10,000,000 Class B Shares (approximately 86.0% of the combined voting
power, and 98.0% of the voting power for the election of directors, of
all classes of voting stock of the Company) that CGI and TFMC hold
directly;
(4) Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice,
Southwest, Contran, the CMRT and the Foundation may each be deemed to
share the power to vote and direct the disposition of the 3,109,720
Class A Shares (approximately 59.8% of the Outstanding Class A Shares)
and 10,000,000 Class B Shares (approximately 86.2% of the combined
voting power, and 98.0% of the voting power for the election of
directors, of all classes of voting stock of the Company) that CGI,
TFMC and NL hold directly;
(5) Harold C. Simmons may be deemed to share the power to vote
and direct the disposition of the 3,129,720 Class A Shares
(approximately 60.2% of the Outstanding Class A Shares) and 10,000,000
Class B Shares (approximately 86.4% of the combined voting power, and
98.0% of the voting power for the election of directors, of all classes
of voting stock of the Company) that CGI, TFMC, NL and his spouse hold
directly; and
(4) Harold C. Simmons may be deemed to have the sole power to
vote and direct the disposition of the 40,700 Class A Shares
(approximately 0.8% of the Outstanding Class A Shares) that he directly
holds.
(c) The table below sets forth transactions in the Shares by the
Reporting Persons since May 2, 2005, the last reported transaction reported in
Item 5(c) to Amendment No. 12 to this Schedule 13D. TFMC and NL executed all of
such transactions, which were all purchases of Class A Shares, on the New York
Stock Exchange.
Number of Price Per Share
Date Purchaser Class A Shares Purchased (exclusive of commissions)
------------ --------------- ------------------------ --------------------------
05/13/05 TFMC 2,900 $14.50
05/17/05 TFMC 10,200 $14.50
05/20/05 TFMC 7,100 $14.50
05/26/05 TFMC 500 $14.50
05/31/05 TFMC 10,000 $14.50
05/31/05 TFMC 8,100 $14.45
05/31/05 TFMC 100 $14.41
06/01/05 TFMC 100 $14.45
06/01/05 TFMC 10,000 $14.50
06/03/05 NL 1,700 $14.50
06/06/05 NL 1,200 $14.50
06/07/05 NL 15,500 $14.50
06/08/05 NL 20,900 $14.50
(d) CGI, TFMC, Harold C. Simmons, NL and Mr. Simmons' spouse each has
the right to receive and the power to direct the receipt of dividends from, and
proceeds from the sale of, the Shares directly held by such entity or person.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: June 17, 2005
/s/ Harold C. Simmons
----------------------
Harold C. Simmons
Signing in the
capacities listed on
Schedule "A" attached
hereto and
incorporated herein by
reference.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: June 17, 2005
/s/ Steven L. Watson
----------------------
Steven L. Watson
Signing in the
capacities listed on
Schedule "A" attached
hereto and
incorporated herein by
reference.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: June 17, 2005
/s/ Gregory M. Swalwell
-----------------------
Gregory M. Swalwell
Signing in the
capacity listed on
Schedule "A" attached
hereto and
incorporated herein by
reference.
SCHEDULE A
HAROLD C. SIMMONS, in his individual capacity and as trustee of THE COMBINED
MASTER RETIREMENT TRUST.
STEVEN L. WATSON, as president or vice president of each of:
CONTRAN CORPORATION
DIXIE HOLDING COMPANY
DIXIE RICE AGRICULTURAL CORPORATION, INC.
HAROLD SIMMONS FOUNDATION, INC.
NATIONAL CITY LINES, INC.
NOA, INC.
SOUTHWEST LOUISIANA LAND COMPANY, INC.
TREMONT LLC
VALHI GROUP, INC.
VALHI, INC.
GREGORY M. SWALWELL, as vice president of each of:
COMPX GROUP, INC.
NL INDUSTRIES, INC.
TIMET FINANCE MANAGEMENT COMPANY
TITANIUM METALS CORPORATION
Schedule B
The names of the directors and executive officers of CompX Group, Inc.
("CGI"), Contran Corporation ("Contran"), Dixie Holding Company ("Dixie
Holding"), Dixie Rice Agricultural Corporation, Inc. ("Dixie Rice"), the Harold
Simmons Foundation, Inc. (the "Foundation"), National City Lines, Inc.
("National"), NL Industries, Inc. ("NL"), NOA, Inc. ("NOA"), Southwest Louisiana
Land Company, Inc. ("Southwest"), TIMET Finance Management Company ("TFMC"),
Titanium Metals Corporation ("TIMET"), Valhi Group, Inc. ("VGI") and Valhi, Inc.
("Valhi") and their present principal occupations are set forth below. Except as
otherwise indicated, each such person is a citizen of the United States of
America and the business address of each such person is 5430 LBJ Freeway, Suite
1700, Dallas, Texas 75240.
Name Present Principal Occupation
----------------------------- --------------------------------------------
Eugene K. Anderson Vice president of Contran, Dixie Holding,
Dixie Rice, National, NOA, Southwest,
Tremont LLC ("Tremont"), Valhi and VGI; and
treasurer of the Foundation.
Thomas E. Barry (1) Vice president for executive affairs at
Southern Methodist University and professor
of marketing in the Edwin L. Cox School of
Business at Southern Methodist University;
and a director of Keystone Consolidated
Industries, Inc., an affiliate of Contran
("Keystone"), and Valhi.
James W. Brown Vice president and controller of CGI, NL and
Kronos Worldwide, Inc., an affiliate of
Valhi ("Kronos Worldwide").
Joan L. Dobrzynski (2) Vice president-client services of Stewart
Management Company; and director, president,
secretary and assistant treasurer of TFMC.
Norman S. Edelcup (3) Senior vice president business development
of Florida Savings Bancorp; mayor of Sunny
Isles Beach, Florida; director of Valhi; and
trustee of the Baron Funds, a mutual fund
group.
Lisa Simmons Epstein Director and president of the Foundation.
Robert D. Graham Vice president of Contran, Dixie Holding,
Dixie Rice, the Foundation, National, NOA,
Southwest, TIMET, Tremont, Valhi and VGI;
and vice president, general counsel and
secretary of CGI, Kronos Worldwide and NL.
Norman N. Green (4) A private investor and a director of TIMET.
J. Mark Hollingsworth Vice president and general counsel of
Contran, Dixie Holding, Dixie Rice,
National, NOA, Southwest, Tremont, Valhi and
VGI; general counsel of the Foundation,
CompX International, Inc. (the "Company");
trust counsel of The Combined Master
Retirement Trust, a trust Valhi formed to
permit the collective investment by master
trusts that maintain the assets of certain
employee benefit plans Valhi and related
companies adopt (the "CMRT"); and acting
general counsel of Keystone.
Gary C. Hutchison (5) Neurological surgeon; Associate Clinical
Professor of Neurosurgery at the University
of Texas Health Science Center (Dallas); and
a director of TIMET.
Bruce P. Inglis (6) Vice president-finance and corporate
controller of TIMET.
Francis B. Jacobs, II (2) Vice president-client services of Stewart
Management Company; and director, vice
president and assistant secretary of TFMC.
Keith A. Johnson Controller of the Foundation.
Christian Leonhard (7) Chief operating officer - Europe of TIMET.
William J. Lindquist Director and senior vice president of
Contran, Dixie Holding, National, NOA and
VGI; senior vice president of Dixie Rice,
Southwest, Tremont and Valhi; and a director
of CGI.
A. Andrew R. Louis Secretary of Contran, the Company, Dixie
Holding, Dixie Rice, National, NOA,
Southwest, Tremont, Valhi and VGI.
Kelly D. Luttmer Vice president and tax director of Contran,
CGI, the Company, Dixie Holding, Dixie Rice,
National, NOA, Kronos Worldwide, NL,
Southwest, Tremont, Valhi and VGI.
J. Landis Martin (6) Chairman of the board, president and chief
executive officer of TIMET; and a director
of CGI.
Andrew McCollam, Jr. (8) President and a director of Southwest;
director of Dixie Rice; and a private
investor.
W. Hayden McIlroy (9) Private investor primarily in real estate;
and a director of Valhi and Cadco Systems,
Inc., a manufacturer of emergency alert
systems.
Harold M. Mire (10) Vice president of Dixie Rice and Southwest.
Cecil H. Moore, Jr. (11) Director of NL and Kronos Worldwide; and
private investor.
Robert E. Musgraves (6) Chief operating officer - North America of
TIMET.
Albert W. Niemi, Jr. (12) Dean of the Edwin L. Cox School of Business
at Southern Methodist University; and a
director of TIMET.
Bobby D. O'Brien Vice president, treasurer and director of
Dixie Holding, National, NOA and VGI; vice
president and treasurer of Dixie Rice,
Southwest and Tremont; vice president and
chief financial officer of Contran and
Valhi; and vice president of TIMET.
Joan H. Prusse (6) Vice president, general counsel and
secretary of TIMET and vice president of
Tremont.
Glenn R. Simmons Vice chairman of the board of Contran, Dixie
Holding, Dixie Rice, National, NOA, Tremont,
Valhi and VGI; chairman of the board of the
Company and Keystone; director and executive
vice president of Southwest; and a director
of CGI, Kronos Worldwide, NL and TIMET.
Harold C. Simmons Chairman of the board of CGI, Contran, Dixie
Holding, Dixie Rice, the Foundation,
National, NOA, Southwest, Tremont, Valhi and
VGI; chairman of the board and chief
executive officer of Kronos Worldwide and
NL; vice chairman of TIMET; and trustee and
member of the trust investment committee of
the CMRT.
Richard A. Smith (10) Vice president of Dixie Rice.
Thomas P. Stafford (13) Director of NL; and co-founder and
affiliated with Stafford, Burke and Hecker,
Inc., a Washington based consulting firm.
John A. St. Wrba Vice president and treasurer of Contran,
CGI, Kronos Worldwide, NL, Valhi and TIMET.
Gregory M. Swalwell Vice president and controller of Contran,
Dixie Holding, National, NOA, Southwest,
Tremont, Valhi and VGI; vice president,
finance and chief financial officer of CGI,
Kronos Worldwide and NL; vice president of
Dixie Rice and TIMET; and director, vice
president and treasurer of TFMC.
J. Walter Tucker, Jr. (14) President, treasurer and a director of
Tucker & Branham, Inc., a mortgage banking,
insurance and real estate company; vice
chairman of the board of Keystone; a
director of Valhi; and a member of the trust
investment committee of the CMRT.
Steven L. Watson Director and president of Contran, Dixie
Holding, Dixie Rice, National, NOA and VGI;
director, president and chief executive
officer of Valhi; president of Tremont;
director and executive vice president of
Southwest; director, vice president and
secretary of the Foundation; vice chairman
of Kronos Worldwide; and a director of CGI,
the Company, Keystone, NL and TIMET.
Terry N. Worrell (15) Director of NL; a private investor with
Worrell Investments, Inc., real estate
investment company. Paul J. Zucconi (16) A
private investor and a director of TIMET.
----------
(1) The principal business address for Dr. Barry is Southern Methodist
University, Perkins Administration Bldg. #224, Dallas, Texas 75275.
(2) The principal business address for Ms. Dobrzynski and Mr. Jacobs is
Nemours Building, Suite 1410, 1007 Orange Street, Wilmington, Delaware
19801.
(3) The principal business address for Mr. Edelcup is 17395 North Bay Road,
Suite 103, Sunny Isles Beach, Florida 33160.
(4) Mr. Green is a citizen of Canada. The principal business address for
Mr. Green is 10340 Strait Lane, Dallas, Texas 75229.
(5) The principal business address for Dr. Hutchison is 8230 Walnut Hill
Lane, Dallas, Texas 75231.
(6) Mr. Inglis is a citizen of Canada. The principal business address for
Messrs. Inglis, Martin, Musgraves and Prusse is 1999 Broadway, Suite
4300, Denver, Colorado 80202.
(7) Mr. Leonhard is a citizen of France. His principal business address is
TIMET Savioe, 62 Avenue Paul Girod, 73400 Ugine, France.
(8) The principal business address for Mr. McCollam is 402 Canal Street,
Houma, Louisiana 70360.
(9) The principal business address for Mr. McIlroy is 25 Highland Park
Village, Suite 100-341, Dallas, Texas 75225.
(10) The principal business address for Messrs. Mire and Smith is 600
Pasquiere Street, Gueydan, Louisiana 70542-0010.
(11) The principal business address for Mr. Moore is 4444 Beverly Drive,
Dallas, Texas 75205.
(12) The principal business address for Dr. Niemi is Southern Methodist
University, Cox School of Business, 200 Fincher Building, Dallas, Texas
75205-0333.
(13) The principal business address for Gen. Stafford (ret.) is Stafford,
Burke & Hecker, Inc., 1006 Cameron Street, Alexandria Virginia 22314.
(14) The principal business address for Mr. Tucker is 400 E. Central
Boulevard, Orlando, Florida 32801.
(15) The principal business address for Mr. Worrell is 6909 Vasser, Dallas,
Texas 75205.
(16) The principal business address for Mr. Zucconi is 2801 Mill Haven
Court, Plano, Texas 75093.
SCHEDULE C
Based upon ownership filings with the Commission or upon information
provided by the persons listed on Schedule B to this Statement, such persons may
be deemed to personally beneficially own Class A Shares, as outlined below:
Class A Stock Options
Name Shares Held Held (1) Total
-------------------------- ----------- ------------- -----------
Eugene K. Anderson -0- 3,000 3,000
Thomas E. Barry -0- -0- -0-
James W. Brown -0- -0- -0-
Joan L. Dobrzynski -0- -0- -0-
Norman S. Edelcup 2,000 -0- 2,000
Lisa Simmons Epstein -0- -0- -0-
Robert D. Graham -0- -0- -0-
Norman N. Green -0- -0- -0-
J. Mark Hollingsworth -0- 7,000 7,000
Gary C. Hutchison -0- -0- -0-
Bruce P. Inglis -0- -0- -0-
Francis B. Jacobs, II -0- -0- -0-
Keith A. Johnson 700 4,000 4,700
Christian Leonhard -0- -0- -0-
William J. Lindquist -0- 10,000 10,000
A. Andrew R. Louis -0- 4,000 4,000
Kelly D. Luttmer 200 4,000 4,200
J. Landis Martin -0- -0- -0-
Andrew McCollam, Jr. -0- -0- -0-
W. Hayden McIlroy -0- -0- -0-
Harold M. Mire -0- -0- -0-
Cecil H. Moore, Jr. -0- -0- -0-
Robert E. Musgraves -0- -0- -0-
Albert W. Niemi, Jr. -0- -0- -0-
Bobby D. O'Brien 300 10,000 10,300
Joan H. Prusse -0- -0- -0-
Glenn R. Simmons (2) 15,500 54,800 70,300
Harold C. Simmons (3) 60,700 -0- 60,700
Richard A. Smith -0- -0- -0-
Thomas P. Stafford -0- -0- -0-
John A. St. Wrba -0- -0- -0-
Gregory M. Swalwell -0- 5,000 5,000
J. Walter Tucker, Jr. -0- -0- -0-
Steven L. Watson 6,000 14,800 20,800
Terry N. Worrell -0- -0- -0-
Paul J. Zucconi -0- -0- -0-
----------
(1) Represents Class A Shares issuable pursuant to the exercise within 60
days of the date of this Statement of stock options.
(2) Includes 500 Class A Shares held directly by Mr. Glenn R. Simmons'
spouse. Mr. Simmons disclaims beneficial ownership of all such Shares
(3) Includes 20,000 Class A Shares held directly by Mr. Harold C. Simmons'
spouse. Does not include other Shares of which Mr. Simmons may be
deemed to possess indirect beneficial ownership as described in Items 2
and 5(a) of this Statement. Except for the 40,700 Class A Shares that
he holds directly, Mr. Simmons disclaims beneficial ownership of all
Shares