SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
March 3, 2004
(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
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 1,255,110
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,255,110
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,255,110
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.5%
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
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)
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 1,255,110
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,255,110
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,255,110
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.5%
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
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 1,255,110
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,255,110
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,255,110
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.5%
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 1,629,110
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,629,110
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,629,110
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.8%
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 1,629,110
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,629,110
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,629,110
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.8%
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 1,629,110
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,629,110
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,629,110
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.8%
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 1,629,110
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,629,110
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,629,110
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.8%
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 1,629,110
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,629,110
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,629,110
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.8%
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 1,629,110
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,629,110
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,629,110
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.8%
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 1,629,110
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,629,110
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,629,110
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.8%
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 1,629,110
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,629,110
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,629,110
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.8%
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 1,629,110
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,629,110
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,629,110
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.8%
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 1,629,110
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,629,110
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,629,110
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.8%
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
82,300
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,649,110
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 82,300
10 SHARED DISPOSITIVE POWER
1,649,110
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. 4
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, 5, 6
and 7 of this Statement are hereby amended as set forth below.
Item 2. Identity and Background.
Item 2 is amended and restated as follows.
(a) The following entities or person are filing this Statement
(collectively, the "Reporting Persons"):
(i) TIMET Finance Management Company ("TFMC") as a direct holder of
Class A Shares;
(ii) Titanium Metals Corporation ("TIMET") and Tremont LLC ("Tremont")
by virtue of their direct and indirect ownership of TFMC;
(iii) Valhi, Inc. ("Valhi") by virtue of its direct ownership of Class
A Shares and its indirect ownership of TFMC;
(iv) 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 TFMC and direct or indirect ownership of Valhi; and
(v) Harold C. Simmons by virtue of his direct 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.
TFMC and Valhi are the holders of 24.5% and 7.3%, respectively, of the
5,124,780 Class A Shares outstanding as of March 19, 2004 according to
information the Company provided (the "Outstanding Class A Shares").
Valcor, Inc. ("Valcor") 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 contained in the Company's
restated certificate of incorporation is hereby incorporated herein by reference
to Exhibit 1 to this Schedule. As a result of its ownership of all of the Class
B Shares, Valcor currently holds approximately 66.1% of the combined voting
power (95.1% for the election of directors) of all classes of voting stock of
the Company. Valcor may be deemed to control the Company.
As a result of Valcor's direct ownership of all of the Class B Shares, and
TFMC's and Valhi's direct ownership of 24.5% and 7.3%, respectively, of the
Outstanding Class A Shares, Valhi, directly and indirectly, may be deemed to
hold approximately 76.9% of the combined voting power (96.7% for the election of
directors) of all classes of voting stock of the Company.
TIMET is the direct holder of 100% of the outstanding common stock of TFMC.
Tremont, the CMRT, Harold C. Simmons' spouse and Valhi are the holders of
approximately 39.7%, 9.0%, 6.3% and 1.2% of the outstanding TIMET common stock.
Tremont may be deemed to control TIMET. The ownership of Mr. Simmons' spouse is
based on the 1,600,000 6 5/8% Convertible Preferred Securities, Beneficial
Unsecured Convertible Securities of TIMET Capital Trust I (the "BUCs") that she
directly owns, which are convertible into 214,240 shares of TIMET common stock.
The ownership of Valhi includes 1,968 shares of TIMET common stock that Valhi
has the right to acquire upon conversion of 14,700 BUCs that Valhi directly
holds. The percentage ownership of TIMET common stock held by Mr. Simmons'
spouse and Valhi assumes the full conversion of only the BUCS she or Valhi owns,
respectively.
Valhi is the direct holder of 100% of the outstanding membership interests
of Tremont and 100% of the outstanding common stock of Valcor. Valhi may be
deemed to control Tremont and Valcor. VGI, National, Contran, the Foundation,
the Contran Deferred Compensation Trust No. 2 (the "CDCT No. 2") and the CMRT
are the direct holders of 77.6%, 9.1%, 3.1%, 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 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 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 common stock of
NOA and together may be deemed to control NOA. Dixie Rice is the direct holder
of 100% of the outstanding common stock of Dixie Holding and may be deemed to
control Dixie Holding. Contran is the holder of 100% of the outstanding common
stock of Dixie Rice and may be deemed to control Dixie Rice. Contran is the
holder of approximately 88.9% of the outstanding 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. 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 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 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 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. 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.
Valmont Insurance Company ("Valmont"), NL Industries, Inc. ("NL") and a
subsidiary of NL directly own 1,000,000 shares, 3,522,967 shares and 1,186,200
shares, respectively, of Valhi common stock. Valhi is the direct holder of 100%
of the outstanding common stock of Valmont and may be deemed to control Valmont.
Valhi and Tremont LLC ("Tremont") are the direct holders of approximately 62.4%
and 21.1%, respectively, of the outstanding common stock of NL and together may
be deemed to control NL. Valhi is the sole member of Tremont and may be deemed
to control Tremont. Pursuant to Delaware law, Valhi treats the shares of Valhi
common stock that Valmont, 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 of Tremont, Valcor, Valhi,
VGI, National, NOA, Dixie Holding, 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 the Shares
that are directly held by Valcor, TFMC or Valhi. 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. Mr.
Simmons may be deemed to share indirect beneficial ownership of such Class A
Shares. Mr. Simmons disclaims all such beneficial ownership.
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.
(b) The principal offices of TFMC is 300 Delaware Avenue, Willmington,
Delaware 19801. The principal offices of TIMET is 1999 Broadway, Suite 4300,
Denver, Colorado 80202. The principal offices of Tremont, Valhi, VGI, National,
NOA, Dixie Holding, Southwest, Dixie Rice and Contran, the CMRT and the
Foundation are located at, and the business address of Harold C. Simmons is,
Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697.
The principal business address of Dixie Rice is 600 Pasquiere Street, Gueydan,
Louisiana 70542. The principal business address of Southwest is 402 Canal
Street, Houma, Louisiana 70360. The business addresses of the remaining
directors and executive officers of the Reporting Persons are set forth on
Schedule B to this Statement and incorporated herein by reference.
(c) TFMC is principally engaged in holding certain assets and investments,
including securities of the Company.
TIMET is principally engaged in the production of titanium metal products.
In addition to the activities engaged in through TIMET, Tremont is engaged
through other companies in real estate development.
In addition to the activities engaged in through TIMET and Tremont, Valhi
is engaged through the Company in the production of ergonomic computer support
systems, precision ball bearing slides and locking systems, through NL in the
production of titanium dioxide pigments and through another company in the waste
management industry.
In addition to activities engaged in through Valhi and the other companies
it may be deemed to control, as described above, and in addition to holding the
securities described above, (i) VGI is engaged in holding notes receivable; (ii)
National is engaged in holding notes receivable and, directly or through other
companies, in real estate, oil and gas activities and the rental and sales of
compressors and related products; (iii) Dixie Holding is engaged in holding
preferred stock of Contran; (iv) NOA is engaged in real estate and holding notes
receivable; (v) Dixie Rice is engaged in land management, agriculture and oil
and gas activities; (vi) Southwest is engaged in land management, agriculture
and oil and gas activities; and (vii) among other things, Contran is engaged
through other companies in the production of steel rod, wire and wire products.
The CMRT is a trust formed by Valhi to permit the collective investment by
trusts that maintain the assets of certain employee benefit plans adopted by
Valhi and related companies. The employee benefit plans funded by the trusts
participating in the CMRT are subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended.
The Foundation is a tax-exempt foundation organized for charitable
purposes.
(d) None of the Reporting Persons or, to the best knowledge of such
persons, any of the persons named in Schedule B to this Statement has been
convicted in a criminal proceeding in the past five years (excluding traffic
violations or similar misdemeanors).
(e) None of the Reporting Persons or, to the best knowledge of such
persons, any person named in Schedule B to this Statement, was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Contran, Dixie Holding, National, TIMET, TFMC and Valhi are Delaware
corporations. Tremont is a Delaware limited liability company. VGI is a Nevada
corporation. NOA is a Texas corporation and the Foundation is a Texas non-profit
corporation. Dixie Rice and Southwest are Louisiana corporations. The CMRT is
governed by the laws of the state of Texas, except as those laws are superseded
by federal law. Except as noted in Schedule B, Harold C. Simmons and all the
persons named on Schedule B to this Statement are citizens of the United States.
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 $12,471,604.00 (including commissions).
TFMC obtained such funds through an intercompany advance from TIMET, net of
amounts TIMET owed TFMC.
The total amount of funds TIMET used to acquire the Class A Shares TIMET
purchased as reported in Item 5(c) was $716,124.00 (including commissions). Such
funds were provided by TIMET's funds available for investment.
The Reporting Persons understand that the funds required by each person
named in Schedule B to this Statement to acquire Class A Shares were from such
person's personal funds.
Item 4. Purpose of Transaction.
Item 4 is amended as follows.
TIMET purchased the Class A Shares reported in Item 5(c) of this Schedule
in order to increase its equity interest in the Company.
TFMC purchased the Class A Shares reported in Item 5(c) of this Schedule in
order to obtain and then increase its equity interest 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 Class A 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 Class A Shares held by such person, or
cease buying or selling Class A Shares. Any such additional purchases or sales
of the Class A 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.
The information included in Item 6 of this Statement is hereby incorporated
herein by reference.
The Reporting Persons understand that prior purchases of Class A Shares by
persons named in Schedule B to this Statement (other than Harold C. Simmons)
were made for the purpose of each such person's personal investment.
Certain of the persons named in Schedule B to this Statement, namely
Messrs. Eugene K. Anderson, Robert D. Graham, J. Mark Hollingsworth, Keith A.
Johnson, William J. Lindquist, Kelly D. Luttmer, A. Andrew R. Louis, Bobby D.
O'Brien, Glenn R. Simmons, Harold C. Simmons, 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) TFMC, Valhi, Harold C. Simmons and his spouse are the direct beneficial
owners of 1,255,110, 374,000, 82,300 20,000 Class A Shares, respectively.
By virtue of the relationships described under Item 2 of this Statement:
(1) TIMET and Tremont may each be deemed to be the beneficial owner of the
1,255,110 Class A Shares (approximately 24.5% of the Outstanding Class A Shares)
that TFMC holds directly;
(2) 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 1,629,110 Class A Shares (approximately 31.8% of the Outstanding
Class A Shares) that TFMC and Valhi hold directly; and
(3) Harold C. Simmons may be deemed to be the beneficial owner of the
1,731,410 Class A Shares (approximately 33.8% of the Outstanding Class A Shares)
that TFMC, Valhi, he and his spouse hold directly.
Except to the extent of the 82,300 Class A Shares he holds directly, Harold
C. Simmons disclaims beneficial ownership of all Class A Shares.
(b) By virtue of the relationships described in Item 2:
(1) TMFC, TIMET and Tremont may each be deemed to share the power to
vote and direct the disposition of the 1,255,110 Class A Shares
(approximately 24.5% of the Outstanding Class A Shares) that TFMC holds
directly;
(2) 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 1,629,110 Class A Shares
(approximately 31.8% of the Outstanding Class A Shares) that TFMC and Valhi
hold directly;
(3) Harold C. Simmons may be deemed to share the power to vote and
direct the disposition of the 1,649,110 Class A Shares (approximately 33.2%
of the Outstanding Class A Shares) that TFMC, Valhi 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 82,300 Class A Shares (approximately 1.6% of
the Outstanding Class A Shares) that he directly holds.
(c) TFMC and TIMET are the only Reporting Persons to have transactions in
the Class A Shares during the past 60 days that were not reported in Amendment
No. 3 to this Statement. Except as otherwise indicated, the Reporting Persons
executed the following transactions in Class A Shares on the New York Stock
Exchange.
Approximate
Purchase Price
Number of Per Security
Type of Class A (exclusive of
Reporting Person Transaction Date Shares commissions)
---------------------------------- ----------- --------- ---------- -------------
Titanium Metals Corporation....... Purchase 03/03/04 100 $10.20
Titanium Metals Corporation....... Purchase 03/03/04 500 $10.36
Titanium Metals Corporation....... Purchase 03/03/04 1,400 $10.50
Titanium Metals Corporation....... Purchase 03/03/04 800 $10.55
Titanium Metals Corporation....... Purchase 03/03/04 500 $10.61
Titanium Metals Corporation....... Purchase 03/03/04 500 $10.62
Titanium Metals Corporation....... Purchase 03/03/04 500 $10.64
Titanium Metals Corporation....... Purchase 03/03/04 4,500 $10.65
Titanium Metals Corporation....... Purchase 03/03/04 100 $10.70
Titanium Metals Corporation....... Purchase 03/03/04 400 $10.74
Titanium Metals Corporation....... Purchase 03/03/04 700 $10.75
Titanium Metals Corporation....... Purchase 03/03/04 2,000 $10.85
Titanium Metals Corporation....... Purchase 03/03/04 100 $10.89
Titanium Metals Corporation....... Purchase 03/03/04 39,500 $10.90
Titanium Metals Corporation....... Purchase 03/03/04 100 $10.95
Titanium Metals Corporation....... Purchase 03/03/04 100 $10.99
Titanium Metals Corporation....... Purchase 03/03/04 4,200 $11.00
Titanium Metals Corporation....... Purchase 03/04/04 10,000 $10.50
Titanium Metals Corporation....... Sale (1) 03/15/04 1,206,900 (1)
TIMET Finance Management Company.. Purchase (1) 03/15/04 1,206,900 (1)
TIMET Finance Management Company.. Purchase 03/17/04 100 $12.53
TIMET Finance Management Company.. Purchase 03/17/04 100 $12.60
TIMET Finance Management Company.. Purchase 03/17/04 100 $12.65
TIMET Finance Management Company.. Purchase 03/17/04 300 $12.69
TIMET Finance Management Company.. Purchase 03/17/04 400 $12.72
TIMET Finance Management Company.. Purchase 03/17/04 1,000 $12.73
TIMET Finance Management Company.. Purchase 03/17/04 1,500 $12.80
TIMET Finance Management Company.. Purchase 03/17/04 600 $12.95
TIMET Finance Management Company.. Purchase 03/18/04 4,000 $13.18
TIMET Finance Management Company.. Purchase 03/18/04 600 $13.19
TIMET Finance Management Company.. Purchase 03/18/04 14,400 $13.20
TIMET Finance Management Company.. Purchase 03/18/04 6,510 $13.25
TIMET Finance Management Company.. Purchase 03/19/04 18,600 $13.00
---------
(1) On March 15, 2004, TIMET sold 1,206,900 Class A Shares to TFMC in a
private transaction for the aggregate consideration of $11,838,049.00. The terms
of the sale and purchase are hereby incorporated herein by reference to Exhibit
2 to this Schedule.
(d) TFMC, Valhi, Harold C. Simmons and his spouse each has the right to
receive and the power to direct the receipt of dividends from, and proceeds from
the sale of the Class A Shares directly held by such entity or person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Item 6 is amended and restated as follows.
TIMET, TFMC and certain other subsidiaries of TIMET are parties to a $105.0
million revolving credit and letter of credit facility dated as of February 25,
2000, as amended and supplemented through February 12, 2004, with Congress
Financial Corporation (Southwest)(the "Congress Facility"). TFMC is a guarantor
of the Congress Facility. Borrowings under the Congress Facility bear interest
at the rate announced publicly from time to time by Congress as its base rate
plus 0.5% to 1.0% or at a rate of 2.0% to 2.5% over the London interbank offered
rate of interest ("LIBOR") (the interest rate depends on the fixed charge
coverage ratio as defined in the Congress Facility) and are due February 25,
2006 or such extended maturity date as may be mutually agreed. TMFC's guarantee
of the Congress Facility is collateralized by, among other things, certain
Shares. On March 19, 2004, there were no outstanding borrowings or letters of
credit outstanding under the Congress Facility and TMFC had pledged all of its
1,255,110 Shares under the Congress Facility. The foregoing summary of the
Congress Facility is qualified in its entirety by reference to Exhibits 3
through 7 to this Statement, all of which are incorporated herein by this
reference.
The Company's restated certificate of incorporation sets forth the voting
rights, transfer restrictions and conversion rights of the Class A Shares, which
restated certificate is hereby incorporated herein by reference to Exhibit 1 to
this Schedule.
The information included in Item 4 of this Statement is hereby incorporated
herein by reference.
Other than as set forth above, none of the Reporting Persons or, to the
best knowledge of such persons, any person named in Schedule B to this Statement
has any contract, arrangement, understanding or relationship (legal or
otherwise) with any person with respect to securities of the Company, including,
but not limited to, transfer or voting of any such securities, finder's fees,
joint ventures, loans or option arrangements, puts or calls, guarantees of
profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended and restated as follows.
Exhibit 1 Restated Certificate of Incorporation of CompX International Inc.
(incorporated by reference to Exhibit 3.1 to Amendment No. 1 to
the CompX International Inc. Registration Statement on Form S-1
filed with the Securities and Exchange Commission on February 4,
1998; registration number 333-42643).
Exhibit 2* Stock Purchase Agreement dated as of March 15, 2004 by and
between Titanium Metals Corporation and TIMET Finance Management
Company.
Exhibit 3 Loan and Security Agreement by and among Congress Financial
Corporation (Southwest) as Lender and Titanium Metals Corporation
and Titanium Hearth Technologies, Inc. as borrowers, dated
February 25, 2000, incorporated by reference to Exhibit 10.12 to
the Annual Report on Form 10-K for the year ended December 31,
1999 of Titanium Metals Corporation (File No. 0-28538).
Exhibit 4 Amendment No. 1 to Loan and Security Agreement by and among
Congress Financial Corporation (Southwest) as Lender and Titanium
Metals Corporation and Titanium Hearth Technologies, Inc. as
borrowers, dated September 7, 2001, incorporated by reference to
Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarter
ended September 30, 2001 of Titanium Metals Corporation (File No.
0-28538).
Exhibit 5 Amendment No. 2 to Loan and Security Agreement by and among
Congress Financial Corporation (Southwest) as Lender and Titanium
Metals Corporation and Titanium Hearth Technologies, Inc. as
borrowers, dated October 23, 2002, incorporated by reference to
Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002 of Titanium Metals Corporation (File No.
0-28538).
Exhibit 6* Amendment No. 3 to Loan and Security Agreement by and among
Congress Financial Corporation (Southwest) as Lender and Titanium
Metals Corporation and Titanium Hearth Technologies, Inc. as
borrowers, dated March 18, 2004. Certain exhibits, annexes and
similar attachments to this Exhibit 6 have not been filed; upon
request, the Reporting Persons will furnish supplementally to the
Securities and Commission a copy of any omitted exhibit, annex or
attachment.
Exhibit 7* Investment Property Pledge and Security Agreement dated March 18,
2004 executed by TIMET Finance Management Company in favor of
Congress Financial Corporation (Southwest). Certain exhibits,
annexes and similar attachments to this Exhibit 7 have not been
filed; upon request, the Reporting Persons will furnish
supplementally to the Securities and Commission a copy of any
omitted exhibit, annex or attachment.
-----------
* Filed herewith.
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: March 22, 2004
/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: March 22, 2004
/s/ J. Landis Martin
--------------------------------
J. Landis Martin
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: March 22, 2004
/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: March 22, 2004
/s/ Gregory M. Swalwell
--------------------------------
Gregory M. Swalwell
Signing in the capacities listed on
Schedule "A" attached hereto and incorporated
herein by reference.
SCHEDULE A
J. LANDIS MARTIN, as chairman of the board, president and chief executive
officer of TITANIUM METALS CORPORATION.
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 TIMET Finance Management Company.
Schedule B
The names of the directors and executive officers of 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"), NOA, Inc. ("NOA"),
Southwest Louisiana Land Company, Inc. ("Southwest"), TIMET Finance Management
Company ("TFMC"), Titanium Metals Corporation ("TIMET"), Tremont LLC
("Tremont"), 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, VGI and Valhi; 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.
Norman S. Edelcup (2) Senior vice president business development of
Florida Savings Bancorp; director of Valhi;
and trustee of the Baron Funds, a mutual fund
group.
Lisa Simmons Epstein Director and president of the Foundation.
Victoria L. Garret (3) Director, president and secretary of TFMC;
and assistant vice president of Griffin
Corporate Services, Inc.
Name Present Principal Occupation
----------------------------- ---------------------------------------------
Robert D. Graham Vice president of Contran, Dixie Holding,
Dixie Rice, the Foundation, National, NOA,
Southwest, Tremont, VGI and Valhi; and vice
president, general counsel and secretary of
Kronos Worldwide, Inc. ("Kronos Worldwide")
and NL Industries, Inc., both affiliates of
Valhi ("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, VGI and Valhi;
general counsel of the Foundation, CompX
International, Inc. (the "Company") and The
Combined Master Retirement Trust, a trust
Valhi established 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.
Francis B. Jacobs, II (3) Director of TFMC; and vice president of
Griffin Corporate Services, Inc.
Keith A. Johnson Controller of the Foundation.
Christian Leonhard (6) Chief operating officer - Europe of TIMET.
Name Present Principal Occupation
----------------------------- ---------------------------------------------
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.
A. Andrew R. Louis Secretary of Contran, the Company, Dixie
Holding, Dixie Rice, National, NOA,
Southwest, Tremont, VGI and Valhi.
Kelly D. Luttmer Tax director of Contran, the Company, Dixie
Holding, Dixie Rice, Kronos Worldwide,
National, NL, NOA, Southwest, Tremont, VGI
and Valhi.
J. Landis Martin (7) Chairman of the board, president and chief
executive officer of TIMET.
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, Med Images, a
medical information company, and Cadco
Systems, Inc., a manufacturer of emergency
alert systems.
Harold M. Mire (10) Vice president of Dixie Rice and Southwest.
Robert E. Musgraves (7) Chief operating officer - North America of
TIMET.
Albert W. Niemi, Jr. (11) Dean of the Edwin L. Cox School of Business
at Southern Methodist University and a
director of TIMET.
Name Present Principal Occupation
----------------------------- ---------------------------------------------
Bobby D. O'Brien Vice president, treasurer and director of
Dixie Holding, National, NOA and VGI; and
vice president and treasurer of Contran,
Dixie Rice, Southwest, Tremont and Valhi.
Glenn R. Simmons Vice chairman of the board of Contran, Dixie
Holding, Dixie Rice, National, NOA, Tremont,
VGI and Valhi; chairman of the board of the
Company and Keystone; director and executive
vice president of Southwest; a director of
Kronos Worldwide, NL and TIMET.
Harold C. Simmons Chairman of the board of 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;
and trustee and member of the trust
investment committee of the CMRT.
Richard A. Smith (10) Vice president of Dixie Rice.
Gregory M. Swalwell Vice president and controller of Contran,
Dixie Holding, National, NOA, Southwest,
Tremont, Valhi and VGI; vice president,
finance of Kronos Worldwide and NL; vice
president of Dixie Rice' and director, vice
president and treasurer of TFMC.
J. Walter Tucker, Jr. (12) 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; and a director
of the Company, Keystone, Kronos Worldwide,
NL and TIMET.
Paul J. Zucconi (13) 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 Mr. Edelcup is 8181 Southwest 117th
Street, Pinecrest, Florida 33156.
(3) The principal business address for Ms. Garrett and Mr. Jacobs is 300
Delaware Avenue, Wilmington, Delaware 19801.
(4) 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. Leonhard is a citizen of France. His principal business address is TIMET
Savioe, 62 Avenue Paul Girod, 73400 Ugine, France.
(7) The principal business address for Messrs. Martin and Musgraves is 1999
Broadway, Suite 4300, Denver, Colorado 80202.
(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 Dr. Niemi is Southern Methodist
University, Cox School of Business, 200 Fincher Building, Dallas, Texas
75205-0333.
(12) The principal business address for Mr. Tucker is 400 E. Central Boulevard,
Orlando, Florida 32801.
(13) 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-
Norman S. Edelcup 2,000 -0- 2,000
Lisa Simmons Epstein -0- -0- -0-
Victoria L. Garrett -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-
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-
Robert E. Musgraves -0- -0- -0-
Albert W. Niemi, Jr. -0- -0- -0-
Bobby D. O'Brien 300 10,000 10,300
Glenn R. Simmons (2) 11,500 54,000 65,500
Harold C. Simmons (3) 102,300 -0- 102,300
Richard A. Smith -0- -0- -0-
Gregory M. Swalwell -0- 5,000 5,000
J. Walter Tucker, Jr. -0- -0- -0-
Steven L. Watson 4,000 12,400 16,400
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 82,300 Class A Shares that he holds directly, Mr.
Simmons disclaims beneficial ownership of all Shares
INDEX TO EXHIBITS
Exhibit 1 Restated Certificate of Incorporation of CompX International Inc.
(incorporated by reference to Exhibit 3.1 to Amendment No. 1 to
the CompX International Inc. Registration Statement on Form S-1
filed with the Securities and Exchange Commission on February 4,
1998; registration number 333-42643).
Exhibit 2* Stock Purchase Agreement dated as of March 15, 2004 by and
between Titanium Metals Corporation and TIMET Finance Management
Company.
Exhibit 3 Loan and Security Agreement by and among Congress Financial
Corporation (Southwest) as Lender and Titanium Metals Corporation
and Titanium Hearth Technologies, Inc. as borrowers, dated
February 25, 2000, incorporated by reference to Exhibit 10.12 to
the Annual Report on Form 10-K for the year ended December 31,
1999 of Titanium Metals Corporation (File No. 0-28538).
Exhibit 4 Amendment No. 1 to Loan and Security Agreement by and among
Congress Financial Corporation (Southwest) as Lender and Titanium
Metals Corporation and Titanium Hearth Technologies, Inc. as
borrowers, dated September 7, 2001, incorporated by reference to
Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarter
ended September 30, 2001 of Titanium Metals Corporation (File No.
0-28538).
Exhibit 5 Amendment No. 2 to Loan and Security Agreement by and among
Congress Financial Corporation (Southwest) as Lender and Titanium
Metals Corporation and Titanium Hearth Technologies, Inc. as
borrowers, dated October 23, 2002, incorporated by reference to
Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002 of Titanium Metals Corporation (File No.
0-28538).
Exhibit 6* Amendment No. 3 to Loan and Security Agreement by and among
Congress Financial Corporation (Southwest) as Lender and Titanium
Metals Corporation and Titanium Hearth Technologies, Inc. as
borrowers, dated March 18, 2004. Certain exhibits, annexes and
similar attachments to this Exhibit 6 have not been filed; upon
request, the Reporting Persons will furnish supplementally to the
Securities and Commission a copy of any omitted exhibit, annex or
attachment.
Exhibit 7* Investment Property Pledge and Security Agreement dated March 18,
2004 executed by TIMET Finance Management Company in favor of
Congress Financial Corporation (Southwest). Certain exhibits,
annexes and similar attachments to this Exhibit 7 have not been
filed; upon request, the Reporting Persons will furnish
supplementally to the Securities and Commission a copy of any
omitted exhibit, annex or attachment.
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* Filed herewith.