|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
NL
Industries, Inc.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
Jersey
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
755,004
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
755,004
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,004
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.3%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
TIMET
Finance Management Company
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
755,004
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
755,004
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,004
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.3%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Titanium
Metals Corporation
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
755,004
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
755,004
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,004
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.3%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Valhi,
Inc.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
755,004
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
755,004
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,004
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.3%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Valhi
Holding Company
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
755,004
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
755,004
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,004
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.3%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Valhi
Group, Inc.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Nevada
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
755,004
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
755,004
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,004
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.3%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
National
City Lines, Inc.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
755,004
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
755,004
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,004
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.3%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
NOA,
Inc.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
755,004
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
755,004
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,004
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.3%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Dixie
Rice Agricultural Corporation, Inc.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Louisiana
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
755,004
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
755,004
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,004
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.3%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Southwest
Louisiana Land Company, Inc.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
755,004
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
755,004
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,004
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.3%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Contran
Corporation
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
755,004
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
755,004
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,004
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.3%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
The
Combined Master Retirement Trust
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
755,004
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
755,004
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,004
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.3%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
EP
|
||
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Harold
Simmons Foundation, Inc.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
755,004
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
755,004
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,004
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.3%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Harold
C. Simmons
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
PF
and OO
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
66,900
|
|
|
8
|
SHARED
VOTING POWER
775,004
|
||
|
9
|
SOLE
DISPOSITIVE POWER
66,900
|
||
|
10
|
SHARED
DISPOSITIVE POWER
775,004
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,900
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ý
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
||
|
Item
2.
|
Identity
and Background.
|
|
·
|
NL
Industries, Inc. (“NL”) as a direct holder of Class A
Shares;
|
|
·
|
TIMET
Finance Management Company (“TFMC”), Titanium Metals Corporation
(“TIMET”), Valhi, Inc. (“Valhi”), Valhi Holding Company
(“VHC”), Valhi Group, Inc. (“VGI”), National City Lines,
Inc. (“National”), NOA, Inc. (“NOA”), 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 NL;
and
|
|
·
|
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).
|
|
Item
3.
|
Source
and Amount of Funds or Other
Consideration.
|
|
Item
4.
|
Purpose
of Transaction.
|
|
·
|
CGI
would merge into CompX KDL with CompX KDL surviving the
Merger;
|
|
·
|
each
share of the CGI common stock outstanding immediately prior to the
Merger
would automatically be canceled and retired and shall cease to
exist;
|
|
·
|
2,586,820
Class A Shares and 10.0 million Class B Shares owned by CGI immediately
prior to Merger would automatically be
canceled;
|
|
·
|
TFMC
would receive an unsecured subordinated term loan promissory note
(the
“Merger Promissory Note”) executed by CompX payable to the order
of TFMC in the original principal amount of $43,149,990 that would
have
similar terms as the Stock Purchase Promissory Note;
and
|
|
·
|
the
Company would issue to NL 374,000 new Class A Shares (the “New Class A
Shares”) and 10,000,000 Class B Shares (the “New Class B
Shares”).
|
|
·
|
certain
amendments to the Credit Agreement dated as of December 23, 2005
among the
Company, the Subsidiaries and the Banks (the “Credit Agreement”)
to allow for the issuance of the Stock Purchase Promissory Note and
the
Merger Promissory Note, which notes would promptly be combined (the
“Combined Note”); and
|
|
·
|
TFMC,
the Company, the Subsidiaries and Wachovia Bank, National Association,
as
administrative agent for the Banks, to enter into a Subordination
Agreement whereby upon the issuance of the Combined Note TFMC
would:
|
|
o
|
agree
that the Company’s obligations under the Combined Note would be
subordinate to the Company’s obligations under the Credit Agreement;
and
|
|
o
|
grant
to Wachovia Bank, National Association, as administrative agent for
the
Banks, a security interest in the Combined Note to the extent of
the
outstanding principal and accrued interest due thereon (the
“Subordination
Agreement”).
|
|
·
|
TFMC
to dispose of its Class A Shares that it held directly and that it
held
indirectly through CGI; and
|
|
·
|
the
Company to reduce the outstanding Class A Shares by 52% and all of
the
outstanding Shares by approximately
18%.
|
|
o
|
matures
in seven years;
|
|
o
|
bears
interest at a rate of LIBOR plus
1.00%;
|
|
o
|
requires
quarterly principal payments of $250,000 beginning on September 30,
2008;
|
|
o
|
does
not have prepayment penalties; and
|
|
o
|
is
subordinated to the Credit
Agreement.
|
|
Item
5.
|
Interest
in Securities of the
Issuer.
|
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
|
|
Item
7.
|
Material
to be Filed as 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 U.S. Securities
and
Exchange Commission on February 4, 1998 (registration number
333-42643).
|
|
Exhibit
2
|
Tax
Agreement dated as of October 1, 2004 among NL Industries, Inc.,
Contran
Corporation and CompX International Inc., incorporated by reference
to
Exhibit 99.4 to the Current Report on Form 8-K that NL Industries,
Inc.
filed with the U.S. Securities and Exchange Commission on October
8,
2004.
|
|
Exhibit
3
|
Contran
Amended and Restated Deferred Compensation Trust effective as of
January
1, 2007 between Contran Corporation and U.S. Bank National Association,
incorporated by reference to Exhibit 1 to Amendment No. 69 to Schedule
13D
related to the common stock of Valhi, Inc. and filed with the U.S.
Securities and Exchange Commission on August 28, 2007 by Contran
Corporation, Dixie Holding Company, Dixie Rice Agricultural Corporation,
Inc., National City Lines, Inc., NOA, Inc., Southwest Louisiana Land
Company, Inc., Valhi Group, Inc., Valhi Holding Company and Harold
C.
Simmons.
|
|
Exhibit
4
|
Stock
Purchase Agreement dated as of October 16, 2007 between TIMET Finance
Management Company and CompX International Inc. (incorporated by
reference
to Exhibit 10.1 of the Current Report on Form 8-K filed by CompX
International Inc. with the U.S. Securities and Exchange Commission
on
October 22, 2007 (File No. 1-13905)).
|
|
Exhibit
5
|
Agreement
and Plan of Merger dated as of October 16, 2007 among CompX International
Inc., CompX Group, Inc. and CompX KDL LLC (incorporated by reference
to
Exhibit 10.2 of the Current Report on Form 8-K filed by CompX
International Inc. with the U.S. Securities and Exchange Commission
on
October 22, 2007 (File No. 1-13905)).
|
|
Exhibit
6
|
Form
of Subordination Agreement among TIMET Finance Management Company,
CompX
International Inc., CompX Security Products, Inc., CompX Precision
Slides
Inc., CompX Marine Inc., Custom Marine Inc., Livorsi Marine Inc.,
Wachovia
Bank, National Association as administrative agent for itself, Compass
Bank and Comerica Bank (incorporated by reference to Exhibit 10.4
of the
Current Report on Form 8-K filed by CompX International Inc. with
the U.S.
Securities and Exchange Commission on October 22, 2007 (File No.
1-13905)).
|
|
Exhibit
7
|
Subordinated
Term Loan Promissory Note dated October 26, 2007 executed by CompX
International Inc. and payable to the order of TIMET Finance Management
Company (incorporated by reference to Exhibit 10.4 of the Current
Report
on Form 8-K filed by CompX International Inc. with the U.S. Securities
and
Exchange Commission on October 30, 2007 (File No.
1-13905)).
|
|
|
Signature
|
|
Name
|
Present
Principal Occupation
|
|
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 Valhi.
|
|
James
W.
Brown
|
Vice
president and chief financial officer of TIMET.
|
|
Keith
R. Coogan
(2)
|
President
and chief executive officer of Pomeroy IT Solutions, Inc., a technology
and services solution provider; and a director of Kronos Worldwide,
Inc.,
a subsidiary of Valhi (“Kronos Worldwide”), and
TIMET.
|
|
Norman
S. Edelcup
(3)
|
Mayor
of Sunny Isles Beach, Florida; director of CompX International Inc.,
a
subsidiary of NL (the “Company”), and Valhi; and trustee of the
Baron Funds, a mutual fund group.
|
|
Charles
H. Entrekin
(4)
|
President-global
operations and chief operating officer of TIMET.
|
|
L.
Andrew
Fleck
|
Vice
president of Dixie Rice and Southwest; and vice president-real estate
of
Contran.
|
|
Lisa
Simmons
Epstein
|
Director
and president of the Foundation.
|
|
Robert
D.
Graham
|
Vice
president of Contran, Dixie Rice, the Foundation, National, NOA,
Southwest, Tremont, a wholly owned subsidiary of Valhi
(“Tremont”), Valhi, VGI and VHC; executive vice president of
TIMET; and vice president and general counsel of Kronos Worldwide
and
NL.
|
|
Tim
C.
Hafer
|
Vice
president and controller of Kronos Worldwide and NL.
|
|
J.
Mark
Hollingsworth
|
Vice
president and general counsel of Contran, Dixie Rice, National, NOA,
Southwest, Tremont, Valhi, VGI and VHC; general counsel of the Foundation
and the Company; trust counsel of The Combined Master Retirement
Trust, a
trust Contran sponsors that permits the collective investment by
master
trusts that maintain the assets of certain employee benefit plans
Contran
and related companies adopt (the “CMRT”); and acting general
counsel of Keystone Consolidated Industries, Inc., a subsidiary of
Contran
(“Keystone”).
|
|
Francis
B. Jacobs, II
(5)
|
Vice
president-client services of Stewart Management Company; and director,
vice president and assistant secretary of TFMC.
|
|
Keith
A.
Johnson
|
Controller
of the Foundation.
|
|
William
J.
Lindquist
|
Director
and senior vice president of Contran, National, NOA, VGI and VHC;
senior
vice president of Dixie Rice, Southwest, Tremont and Valhi; and chief
executive officer of Waste Control Specialists LLC, a subsidiary
of
Valhi.
|
|
A.
Andrew R.
Louis
|
Secretary
of the Company, Contran, Dixie Rice, Kronos Worldwide, National,
NL, NOA,
Southwest, TIMET, Tremont, Valhi, VGI and VHC.
|
|
Kelly
D.
Luttmer
|
Vice
president and tax director of the Company, Contran, Dixie Rice, Kronos
Worldwide, National, NL, NOA, Southwest, TIMET, Tremont, Valhi, VGI
and
VHC.
|
|
Andrew
McCollam, Jr.
(6)
|
President
and a director of Southwest; director of Dixie Rice; and a private
investor.
|
|
W.
Hayden McIlroy
(7)
|
Private
investor primarily in real estate; and a director of Valhi and Cadco
Systems, Inc., a manufacturer of emergency alert
systems.
|
|
Cecil
H. Moore, Jr.
(8)
|
Director
of NL and Kronos Worldwide; and a private investor.
|
|
Andrew
B.
Nace
|
Vice
president and general counsel of TIMET.
|
|
Bobby
D.
O’Brien
|
Vice
president, chief financial officer and director of National, NOA,
VGI and
VHC; president of TIMET; vice president and chief financial officer
of
Contran, Dixie Rice, Southwest, Tremont and Valhi,
|
|
Glenn
R.
Simmons
|
Vice
chairman of the board of Contran, Dixie Rice, National, NOA, Tremont,
Valhi, VGI and VHC; chairman of the board of the Company and Keystone;
director and executive vice president of Southwest; and a director
of
Kronos Worldwide, NL and TIMET.
|
|
Harold
C.
Simmons
|
Chairman
of the board of Contran, Dixie Rice, the Foundation, National, NOA,
Southwest, TIMET, Tremont, Valhi, VGI and VHC; chairman of the board
and
chief executive officer of Kronos Worldwide and NL; and trustee and
member
of the investment committee of the CMRT.
|
|
Richard
A. Smith
(9)
|
Vice
president of Dixie Rice.
|
|
Thomas
P. Stafford
(10)
|
Director
of NL and TIMET; chairman of the NASA Advisory Council Task Force
on the
International Space Station Program.
|
|
John
A. St.
Wrba
|
Vice
president and treasurer of Contran, Dixie Rice, Kronos Worldwide,
National, NL, NOA, Southwest, TIMET, Tremont, Valhi, VGI and
VHC.
|
|
Scott
E.
Sullivan
|
Vice
president and controller of TIMET.
|
|
Gregory
M.
Swalwell
|
Vice
president and controller of Contran, National, NOA, Southwest, Tremont,
Valhi, VGI and VHC; vice president, finance and chief financial officer
of
Kronos Worldwide and NL; vice president of Dixie Rice and TIMET;
and
director, vice president and treasurer of TFMC.
|
|
J.
Walter Tucker, Jr.
(11)
|
President,
treasurer and a director of Tucker & Branham, Inc., a mortgage
banking, insurance and real estate company; a director of Valhi;
and a
member of the investment committee of the CMRT.
|
|
Steven
L.
Watson
|
Director
and president of Contran, Dixie Rice, National, NOA, VGI and VHC;
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; vice chairman and chief executive officer of TIMET; and
a
director of the Company, Keystone and NL.
|
|
Terry
N. Worrell
(12)
|
Director
of NL and TIMET; a private investor with Worrell Investments, Inc.,
a real
estate investment company.
|
|
Joan
L. Yori
(5)
|
Vice
president-client services of Stewart Management Company; and director,
president, secretary and assistant treasurer of TFMC.
|
|
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. Coogan is 1020 Petersburg Road,
Hebron,
Kentucky 41048.
|
|
(3)
|
The
principal business address for Mr. Edelcup is 17395 North Bay Road,
Suite
103, Sunny Isles Beach,
Florida 33160.
|
|
(4)
|
The
principal business address for Mr. Entrekin is 224 Valley Creek Boulevard,
Suite 200, Exton,
Pennsylvania 19341.
|
|
(5)
|
The
principal business address for Mr. Jacobs and Ms. Yori is Nemours
Building, Suite 1410, 1007 Orange Street, Wilmington,
Delaware 19801.
|
|
(6)
|
The
principal business address for Mr. McCollam is 402 Canal Street,
Houma,
Louisiana 70360.
|
|
(7)
|
The
principal business address for Mr. McIlroy is 25 Highland Park Village,
Suite 100-341, Dallas,
Texas 75225.
|
|
(8)
|
The
address for Mr. Moore is 4444 Beverly Drive, Dallas,
Texas 75205.
|
|
(9)
|
The
principal business address for Mr. Smith is 600 Pasquiere Street,
Gueydan,
Louisiana 70542-0010.
|
|
(10)
|
The
principal business address for Gen. Stafford (ret.) is Stafford Technology
Inc., Suite 102, 4200 Perimeter Center, Oklahoma City,
Oklahoma 73112.
|
|
(11)
|
The
principal business address for Mr. Tucker is 1350 North Orange Avenue,
Suite 102, Winter Park,
Florida 32789.
|
|
(12)
|
The
address for Mr. Worrell is 6909 Vassar, Dallas,
Texas 75205.
|
|
(13)
|
The
business address for Mr. Zucconi is 2801 Mill Haven Court, Plano,
Texas 75093.
|
|
Name
|
Class
A Shares Held
|
Stock
Options Held (1)
|
Total
|
|||||||||
|
Thomas
E.
Barry
|
-0-
|
-0-
|
-0-
|
|||||||||
|
James
W.
Brown
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Keith
R.
Coogan
|
3,500
|
-0-
|
3,500
|
|||||||||
|
Norman
S.
Edelcup
|
4,000
|
-0-
|
4,000
|
|||||||||
|
Charles
H.
Entrekin
|
-0-
|
-0-
|
-0-
|
|||||||||
|
L.
Andrew
Fleck
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Lisa
Simmons
Epstein
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Robert
D.
Graham
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Tim
C.
Hafer
|
-0-
|
-0-
|
-0-
|
|||||||||
|
J.
Mark
Hollingsworth
|
-0-
|
7,000
|
7,000
|
|||||||||
|
Francis
B. Jacobs,
II
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Keith
A.
Johnson
|
-0-
|
4,000
|
4,000
|
|||||||||
|
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
|
|||||||||
|
Andrew
McCollam,
Jr.
|
-0-
|
-0-
|
-0-
|
|||||||||
|
W.
Hayden
McIlroy
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Cecil
H. Moore,
Jr.
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Andrew
B.
Nace
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Bobby
D.
O’Brien
|
300
|
10,000
|
10,300
|
|||||||||
|
Glenn
R. Simmons
(2)
|
17,500
|
56,000
|
73,500
|
|||||||||
|
Harold
C. Simmons
(3)
|
86,900
|
-0-
|
86,900
|
|||||||||
|
Richard
A.
Smith
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Thomas
P.
Stafford
|
-0-
|
-0-
|
-0-
|
|||||||||
|
John
A. St.
Wrba
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Scott
E.
Sullivan
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Gregory
M.
Swalwell
|
-0-
|
5,000
|
5,000
|
|||||||||
|
J.
Walter Tucker,
Jr.
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Steven
L.
Watson
|
8,000
|
16,000
|
24,000
|
|||||||||
|
Terry
N.
Worrell
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Joan
L.
Yori
|
-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 66,900 Class A
Shares that he holds directly, Mr. Simmons disclaims beneficial ownership
of all Shares.
|