sch13dcompx040110.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No. 23)*

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 18, 2010
(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. o

*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
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
 755,104
9
SOLE DISPOSITIVE POWER 
          -0-
10
SHARED DISPOSITIVE POWER
 755,104
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,104
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)
31.9%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO

 
 
 

CUSIP No. 20563P 10 1

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
 755,104
9
SOLE DISPOSITIVE POWER 
          -0-
10
SHARED DISPOSITIVE POWER
 755,104
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,104
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)
31.9%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO

 
 
 

CUSIP No. 20563P 10 1

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
 755,104
9
SOLE DISPOSITIVE POWER
          -0-
10
SHARED DISPOSITIVE POWER
 755,104
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,104
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)
31.9%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO

 
 
 

CUSIP No. 20563P 10 1

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
 755,104
9
SOLE DISPOSITIVE POWER
          -0-
10
SHARED DISPOSITIVE POWER
 755,104
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,104
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)
31.9%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO

 
 
 

CUSIP No. 20563P 10 1

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
 755,104
9
SOLE DISPOSITIVE POWER
         -0-
10
SHARED DISPOSITIVE POWER
755,104
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,104
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)
31.9%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO

 
 
 

CUSIP No.  20563P 10 1

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
 755,104
9
SOLE DISPOSITIVE POWER
           -0-
10
SHARED DISPOSITIVE POWER
 755,104
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,104
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)
31.9%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO


 
 
 

CUSIP No.  20563P 10 1

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
 755,104
9
SOLE DISPOSITIVE POWER
           -0-
10
SHARED DISPOSITIVE POWER
 755,104
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,104
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)
31.9%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO

 
 
 

CUSIP No.  20563P 10 1

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
 755,104
9
SOLE DISPOSITIVE POWER
          -0-
10
SHARED DISPOSITIVE POWER
 755,104
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,104
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)
31.9%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
EP

 
 
 

CUSIP No.  20563P 10 1

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
 755,104
9
SOLE DISPOSITIVE POWER
          -0-
10
SHARED DISPOSITIVE POWER
 755,104
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,104
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)
31.9%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO

 
 
 

CUSIP No.  20563P 10 1

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
 333,648
8
SHARED VOTING POWER
 781,504
9
SOLE DISPOSITIVE POWER
 333,648
10
SHARED DISPOSITIVE POWER
 781,504
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
333,648
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)
14.1%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN

 
 
 

AMENDMENT NO. 23
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 and 6 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”):

·  
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”), Dixie Rice Agricultural Corporation, Inc. (“Dixie Rice”), Contran Corporation (“Contran”), The Combined Master Retirement Trust (the “CMRT”) and the Harold Simmons Foundation, Inc. (the “Foundation”) by virtue of their direct or 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 related entities (as described in this Statement).

By signing this Statement, each Reporting Person agrees that this Statement is filed on its or his behalf.

NL, Harold C. Simmons and his spouse, Annette C. Simmons, are direct holders of 31.9%, 14.1% and 1.1%, respectively, of the 2,370,307 Class A Shares outstanding as of March 31, 2010 according to information the Company provided (the “Outstanding Class A Shares”).

NL 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 relative rights of the Shares are described in Exhibit 3.1 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 4, 1998 (Reg. No. 333-42643), which is incorporated herein by reference.  As a result of its ownership of 31.9% of the Class A Shares and 100% of the Class B Shares, NL directly holds approximately 86.9% of the combined voting power (98.4% of the voting power for the election of directors) of all classes of voting stock of the Company.  NL may be deemed to control the Company.

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.

 
 
 
VHC, Annette C. Simmons, the CMRT, Harold C. Simmons, NL, Valhi, the Foundation, and The Annette Simmons Grandchildren’s Trust (the “Grandchildren’s Trust”) are the holders of approximately 26.2%, 12.0%, 8.6%, 4.1%, 0.8%, 0.5%, less than 0.1% and less than 0.1%, respectively, of the outstanding shares of TIMET common stock, and may be deemed to control TIMET.  The percentage ownership of TIMET common stock owned by NL includes approximately 0.3% of the outstanding shares of TIMET common stock that a wholly owned subsidiary of NL directly holds.

VHC, TFMC, the Foundation, the Contran Amended and Restated Deferred Compensation Trust (the “CDCT”), Annette C. Simmons, Harold C. Simmons, the CMRT, the Grandchildren’s Trust and Contran are the direct holders of approximately 92.2%, 1.1%, 0.9%, 0.3%, 0.2%, 0.2%, 0.1%, less than 0.1% and less than 0.1%, respectively, of the outstanding shares of common stock of Valhi.  VHC may be deemed to control Valhi.  Dixie Rice is the direct holder of 100% of the outstanding shares of common stock of VHC and may be deemed to control VHC.  Contran is the holder of 100% of the outstanding shares of common stock of Dixie Rice and may be deemed to control Dixie Rice.

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 less than 0.1% of the outstanding shares of TIMET common stock and 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 directly holds approximately 0.3% of the outstanding shares of Valhi common stock.  U.S. Bank National Association serves as the trustee of the CDCT.  Contran established the CDCT as an irrevocable “rabbi trust” to assist Contran in meeting certain deferred compensation obligations that it owes to Harold C. Simmons.  If the CDCT 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, Contran (i) retains the power to vote the shares of Valhi's common stock held directly by the CDCT, (ii) retains dispositive power over such shares and (iii) may be deemed the indirect beneficial owner of such shares.

The CMRT directly holds approximately 8.6% of the outstanding shares of TIMET common stock and approximately 0.1% of the outstanding shares of Valhi common stock.  Contran sponsors the CMRT, which permits the collective investment by master trusts that maintain the assets of certain employee benefit plans Contran and related companies adopt.  Harold C. Simmons is the sole trustee of the CMRT and a member of the 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 one of its wholly owned subsidiaries directly own 3,604,790 shares and 1,186,200 shares, respectively, of Valhi common stock.  As already stated, Valhi is the direct holder of approximately 83.1% of the outstanding shares of NL common stock.  Pursuant to Delaware law, Valhi treats the shares of Valhi common stock that NL and its wholly owned subsidiary 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 and chairman of the board of TIMET, Valhi, VHC, Dixie Rice 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 NL.  However, Mr. Simmons disclaims such beneficial ownership of the Shares beneficially owned, directly or indirectly, by any of such entities.

Annette C. Simmons is the direct owner of 26,400 Class A Shares, 21,575,875 shares of TIMET common stock, 292,225 shares of NL common stock and 203,065 shares of Valhi common stock.  Mr. Simmons may be deemed to share indirect beneficial ownership of such securities.  He disclaims beneficial ownership of all securities that his spouse holds directly.

Harold C. Simmons is the direct owner of 333,648 Class A Shares, 7,421,787 shares of TIMET common stock, 881,600 shares of NL common stock and 180,432 shares of Valhi common stock.

The Grandchildren’s Trust, of which Harold C. Simmons and Annette C. Simmons are co-trustees and the beneficiaries of which are the grandchildren of Annette C. Simmons, is the direct holder of 31,800 shares of Valhi common stock and 15,432 shares of TIMET 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 Harold C. Simmons used to acquire the Class A Shares he purchased as reported in Item 5(c) was $106,590.00 (including commissions and fees).  He used his personal funds for such purchases.

 
 
 
Item 4.
Purpose of Transaction.

Item 4 is amended as follows.

Mr. Simmons purchased the Class A Shares reported in Item 5(c) in order to increase his 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 related to Contran may from time to time purchase Shares, and any of the Reporting Persons or other entities that may be deemed to be related to 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 James W. Brown, L. Andrew Fleck, Robert D. Graham, Tim C. Hafer, J. Mark Hollingsworth, Keith A. Johnson, William J. Lindquist, A. Andrew R. Louis, Kelly D. Luttmer, Andrew B. Nace, Bobby D. O’Brien, Glenn R. Simmons, Harold C. Simmons, John A. St. Wrba, Scott E. Sullivan, Gregory M. Swalwell and Steven L. Watson are employees of Contran who perform, or may perform, services for the Company 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)           The following entities or persons directly hold the following Shares:

Reporting Persons
  
Class A Shares Directly Held
    
Class B Shares Directly Held
  
             
NL
     755,104       10,000,000  
Harold C. Simmons
     333,648       -0-  
Annette C. Simmons
     26,400       -0-  
Total
     1,115,152       10,000,000  

 
 
 
By virtue of the relationships described under Item 2 of this Statement:

(1)           NL, TFMC, TIMET, Valhi, VHC, Dixie Rice, Contran, the CMRT and the Foundation may each be deemed to be the beneficial owner of the 755,104 Class A Shares (approximately 31.9% of the Outstanding Class A Shares) and 10,000,000 Class B Shares (approximately 86.9% of the combined voting power, and 98.4% of the voting power for the election of directors, of all classes of voting stock of the Company) that NL holds directly; and

(2)           Harold C. Simmons may be deemed to be the beneficial owner of the 1,115,152 Class A Shares (approximately 47.0% of the Outstanding Class A Shares) and 10,000,000 Class B Shares (approximately 89.9% of the combined voting power, and 98.8% of the voting power for the election of directors, of all classes of voting stock of the Company) that NL, he and his spouse hold directly.

Except to the extent of the 333,648 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 SEC 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)           NL, TFMC, TIMET, Valhi, VHC, Dixie Rice, Contran, the CMRT and the Foundation may each be deemed to share the power to vote and direct the disposition of the 755,104 Class A Shares (approximately 31.9% of the Outstanding Class A Shares) and 10,000,000 Class B Shares (approximately 86.9% of the combined voting power, and 98.4% of the voting power for the election of directors, of all classes of voting stock of the Company) that NL holds directly;

(2)           Harold C. Simmons may be deemed to share the power to vote and direct the disposition of the 781,504 Class A Shares (approximately 33.0% of the Outstanding Class A Shares) and 10,000,000 Class B Shares (approximately 87.2% of the combined voting power, and 98.4% of the voting power for the election of directors, of all classes of voting stock of the Company) that NL and his spouse hold directly; and

(3)           Harold C. Simmons may be deemed to have the sole power to vote and direct the disposition of the 333,648 Class A Shares (approximately 14.1% of the Outstanding Class A Shares and approximately 2.7% of the combined voting power, and 0.3% of the voting power for the election of directors, of all classes of voting stock of the Company) that he directly holds.

(c)           The table below sets forth the only transaction in the Class A Shares by the Reporting Persons since January 18, 2010, the sixtieth day prior to the date requiring the filing of this Amendment No. 23 to this Statement.  Harold C. Simmons executed the transaction, which was a purchase of Class A Shares, on the New York Stock Exchange.

 
 
 
Date
Number of Shares
Approximate Price Per Share ($)
(exclusive of commissions)
     
03/18/10
11,400
$9.3500

(d)           NL, 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 Shares directly held by such entity or person.

Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is amended and supplemented as follows.

Effective October 19, 2009, pursuant to a security agreement — pledge between NL and Tall Pines Insurance Company, a Vermont corporation that is a wholly owned subsidiary of Valhi (“Tall Pines”), NL pledged, among other things, 381,104 Class A Shares in order to secure certain obligations of NL under a general contract of indemnity (the “Indemnity”).  If the value of the collateral pledged under the agreement, of which the Pledge Shares are a part, is less than a stipulated value on any sixth month anniversary of the effective date of the agreement, NL is obligated to pledge additional shares of stock.  Until the occurrence of an event of default under the Indemnity after demand by Tall Pines, NL is entitled to exercise all voting and consensual powers and rights pertaining to the collateral, including the Pledged Shares.

The information included in Items 3 and 4 of this Statement is hereby 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 31, 2010




/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 31, 2010




/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 31, 2010




/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, as trustee of THE COMBINED MASTER RETIREMENT TRUST and chairman of the board of the HAROLD SIMMONS FOUNDATION, INC.

STEVEN L. WATSON, as vice chairman of the board, president, chief executive officer or vice president of each of:

CONTRAN CORPORATION
DIXIE RICE AGRICULTURAL CORPORATION, INC.
TITANIUM METALS CORPORATION
VALHI HOLDING COMPANY
VALHI, INC.

GREGORY M. SWALWELL, as vice president of each of:

NL INDUSTRIES, INC.
TIMET FINANCE MANAGEMENT COMPANY


 
 
 

SCHEDULE B

The names of the directors and executive officers of Contran Corporation (“Contran”), Dixie Rice Agricultural Corporation, Inc. (“Dixie Rice”), the Harold Simmons Foundation, Inc. (the “Foundation”), NL Industries, Inc. (“NL”), TIMET Finance Management Company (“TFMC”), Titanium Metals Corporation (“TIMET”), Valhi Holding Company (“VHC”) 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
   
Christopher Armstrong                                                                
Executive Vice President, Strategic Planning and Business Initiatives of TIMET
   
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., a subsidiary of Contran (“Keystone”), and Valhi.
   
James W. Brown                                                                
Vice president and chief financial officer of TIMET.
   
Serena S. Connelly                                                                
Director and executive vice president of the Foundation.
   
Keith R. Coogan (2)                                                                
Private investor; and 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.
   
L. Andrew Fleck
Vice president of Dixie Rice; 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, Tremont LLC, a wholly owned subsidiary of Valhi (“Tremont”), Valhi and VHC; executive vice president of TIMET; executive vice president and general counsel of Kronos Worldwide; and vice president and general counsel of NL.
   
Tim C. Hafer                                                                
Vice president and controller of Kronos Worldwide and NL.
   
J. Mark Hollingsworth                                                                
Vice president and general counsel of the Company, Contran, Dixie Rice, Keystone, Tremont, Valhi and VHC; general counsel of the Foundation; and 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”)
   
Keith A. Johnson                                                                
Controller of the Foundation.
   
William J. Lindquist                                                                
Director and senior vice president of Contran and VHC; senior vice president of Dixie Rice, Tremont and Valhi; chief executive officer of Waste Control Specialists LLC, a subsidiary of Valhi; and vice president of the Foundation.
   
A. Andrew R. Louis                                                                
Secretary of the Company, Contran, Dixie Rice, the Foundation, Kronos Worldwide, NL, Tremont, Valhi and VHC.
   
Kelly D. Luttmer                                                                
Vice president and tax director of the Company, Contran, Dixie Rice, Kronos Worldwide, NL, TIMET, Tremont, Valhi and VHC.
   
Andrew McCollam, Jr. (4)                                                                
Director of Dixie Rice; and a private investor.
   
W. Hayden McIlroy (5)                                                                
Private investor primarily in real estate; and a director of Valhi.
   
Cecil H. Moore, Jr. (6)                                                                
Director of NL and Kronos Worldwide; and a private investor.
   
Tanya M. Murray (7)                                                                
Director of The Stewart Law Firm; and director, and secretary of TFMC.
   
Andrew B. Nace                                                                
Vice president and general counsel of TIMET.
   
Bobby D. O’Brien                                                                
Vice president, chief financial officer and director of VHC; president and chief executive officer of TIMET; vice president and chief financial officer of Contran, Dixie Rice, Tremont and Valhi.
   
Glenn R. Simmons                                                                
Vice chairman of the board of Contran, Dixie Rice, Tremont, Valhi and VHC; chairman of the board of the Company and Keystone; and a director of Kronos Worldwide, NL and TIMET.
   
Harold C. Simmons                                                                
Chairman of the board of Contran, Dixie Rice, the Foundation, Kronos Worldwide, TIMET, Tremont, Valhi and VHC; chairman of the board and chief executive officer of NL; and trustee and member of the investment committee of the CMRT.
   
Richard A. Smith (8)                                                                
Vice president of Dixie Rice.
   
Thomas P. Stafford (9)                                                                
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, NL, TIMET, Tremont, Valhi and VHC; and treasurer of the Foundation.
   
Scott E. Sullivan                                                                
Vice president and controller of TIMET.
   
Gregory M. Swalwell                                                                
Vice president and controller of Contran, Tremont, Valhi and VHC; executive vice president and chief financial officer of Kronos Worldwide; vice president, finance and chief financial officer of NL; vice president of Dixie Rice and TIMET; and director, vice president and treasurer of TFMC.
   
J. Walter Tucker, Jr. (10)                                                                
President, treasurer and a director of Tucker & Branham, Inc., a mortgage banking, insurance and real estate company; a director of Valhi and Keystone; and a member of the investment committee of the CMRT.
   
Steven L. Watson                                                                
Director and president of Contran, Dixie Rice and VHC; director, president and chief executive officer of Valhi; president of Tremont; vice chairman and chief executive officer of Kronos Worldwide; vice chairman of TIMET; and a director of the Company, Keystone and NL.
   
Terry N. Worrell (11)                                                                
Director of NL and TIMET; a private investor with Worrell Investments, Inc., a real estate investment company.
   
Joan L. Yori (12)                                                                
Vice president-client services of Stewart Management Company; and director and president 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 5209 Englenook Court, Plano, Texas  75023.

(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. McCollam is 402 Canal Street, Houma, Louisiana 70360.

(5)
The principal business address for Mr. McIlroy is 25 Highland Park Village, Suite 100-341, Dallas, Texas   75225.

(6)
The address for Mr. Moore is 4444 Beverly Drive, Dallas, Texas   75205.

(7)
The principal business address for Ms. Murray is Nemours Building, Suite 1400, 1007 Orange Street, Wilmington, Delaware   19801.

(8)
The principal business address for Mr. Smith is 600 Pasquiere Street, Gueydan, Louisiana 70542-0010.

(9)
The principal business address for Gen. Stafford (ret.) is Stafford Technology Inc., Suite 102, 4200 Perimeter Center, Oklahoma City, Oklahoma   73112.

(10)
The principal business address for Mr. Tucker is 1950 Lee Road, Suite 219, Winter Park, Florida   32789.

(11)
The address for Mr. Worrell is 6909 Vassar, Dallas, Texas   75205.

(12)
The principal business address for Ms. Yori is Nemours Building, Suite 1410, 1007 Orange Street, Wilmington, Delaware   19801.

(13)
The 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:

Name
Class A Shares Held
Stock Options Held (1)
Total
       
Thomas E. Barry                                                         
-0-
-0-
-0-
       
James W. Brown                                                         
-0-
-0-
-0-
       
Serena S. Connelly                                                         
-0-
-0-
-0-
       
Keith R. Coogan                                                         
3,500
-0-
3,500
       
Norman S. Edelcup                                                         
7,000
-0-
7,000
       
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-
-0-
-0-
       
Keith A. Johnson                                                         
-0-
-0-
-0-
       
William J. Lindquist                                                         
-0-
-0-
-0-
       
A. Andrew R. Louis                                                         
-0-
-0-
-0-
       
Kelly D. Luttmer                                                         
200
-0-
200
       
Andrew McCollam, Jr.                                                         
-0-
-0-
-0-
       
W. Hayden McIlroy                                                         
-0-
-0-
-0-
       
Cecil H. Moore, Jr.                                                         
-0-
-0-
-0-
       
Tanya M. Murray                                                         
-0-
-0-
-0-
       
Andrew B. Nace                                                         
-0-
-0-
-0-
       
Bobby D. O’Brien                                                         
300
-0-
300
       
Glenn R. Simmons (2)                                                         
25,500
4,000
29,500
       
Harold C. Simmons (3)                                                         
360,048
-0-
360,048
       
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-
-0-
-0-
       
J. Walter Tucker, Jr.                                                         
-0-
-0-
-0-
       
Steven L. Watson                                                         
11,000
6,000
17,000
       
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 26,400 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 333,648 Class A Shares that he holds directly, Mr. Simmons disclaims beneficial ownership of all Shares.