SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
CompX International Inc.
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
20563 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)
September 23, 1998
(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. 20563 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 329,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
329,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
329,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563 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 329,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
329,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
329,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563 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 329,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
329,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
329,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563 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 329,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
329,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
329,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563 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 329,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
329,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
329,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563 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 329,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
329,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
329,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563 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 329,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
329,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
329,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563 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 329,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
329,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
329,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563 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 329,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
329,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
329,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
EP
CUSIP No. 20563 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 329,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
329,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
329,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563 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
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 329,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
329,000
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
SCHEDULE 13D
Item 1. Security and Issuer.
This statement (this "Statement") relates to shares of the class A common
stock, par value $0.01 per share (the "Class A Shares"), of CompX International
Inc., a Delaware corporation (the "Company"). The principal executive offices
of the Company are located at 200 Old Mill Road, Mauldin, South Carolina
29662.
Item 2. Identity and Background.
(a) This Statement is filed by (i) Valhi, Inc. as the direct holder of
Class A Shares, (ii) by virtue of the direct and indirect ownership of
securities of Valhi (as described below in this Statement), 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") and (iii) by virtue of
his positions with Contran and certain of the other entities (as described in
this Statement), Harold C. Simmons (collectively, the "Reporting Persons"). By
signing this Statement, each Reporting Person agrees that this Statement is
filed on its or his behalf.
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 61.9% of the combined voting
power (94.2% for the election of directors) of all classes of voting stock of
the Company. Valcor may be deemed to control the Company.
Valhi is the direct holder of 100% of the outstanding common stock of
Valcor and may be deemed to control Valcor. Valhi is also the direct holder of
approximately 5.4% of the 6,144,880 Class A Shares outstanding as of September
30, 1998 according to information the Company provided (the "Outstanding Class A
Shares"). As a result of Valcor's direct ownership of all of the Class B Shares
and Valhi's direct ownership of 5.4% of the Outstanding Class A Shares, Valhi,
directly and indirectly, may be deemed to hold approximately 64.0% of the
combined voting power (94.5% for the election of directors) of all classes of
voting stock of the Company.
VGI, National and Contran are the direct holders of 81.9%, 9.5% and 0.7% 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 holder of
100% of the outstanding common stock of Dixie Holding and may be deemed to
control Dixie Holding. Contran is the holder of approximately 88.8% and 66.3%
of the outstanding common stock of Southwest and Dixie Rice, respectively, and
may be deemed to control Southwest and Dixie Rice.
Mr. Harold C. Simmons is chairman of the board, president and chief
executive officer of Valcor, Valhi, VGI, National, NOA, Dixie Holding and
Contran. Mr. Simmons is also chairman of the board and chief executive officer
of Dixie Rice and Southwest.
Substantially all of Contran's outstanding voting stock is held by trusts
established for the benefit of certain of Mr. Harold C. Simmons' children and
grandchildren (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 such shares.
The Foundation directly holds approximately 0.5% of the outstanding Valhi
common stock. Harold C. Simmons is the chairman of the board and chief
executive officer of the Foundation and may be deemed to control the Foundation.
The Contran Deferred Compensation Trust No. 2 (the "CDCT No. 2") directly
holds approximately 0.2% of the outstanding Valhi common stock. Boston Safe
Deposit and Trust Company 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 owed 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. Due 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. 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. Mr. Simmons is the sole
trustee of the CMRT and the sole 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.
By virtue of holding 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 directly held by
Valhi and Valcor. However, Mr. Simmons disclaims beneficial ownership of the
Shares beneficially owned, directly or indirectly, by any of such entities.
Harold C. Simmons' spouse is the direct owner of 77,000 shares of Valhi
common stock. Mr. Simmons may be deemed to share indirect beneficial ownership
of such shares. Mr. Simmons disclaims all such beneficial ownership.
NL Industries, Inc. ("NL") and Valmont Insurance Company ("Valmont")
directly held 1,186,200 and 1,000,000 shares of Valhi common stock,
respectively. Valhi and Tremont Corporation ("Tremont") are the direct holders
of approximately 58.3% and 19.3%, respectively, of the outstanding common stock
of NL and together may be deemed to control NL. Valhi, the Foundation, NL and
Valmont are the direct holders of approximately 48.5%, 3.9%, 0.6% and 0.5%,
respectively, of the outstanding common stock of Tremont. Valhi may be deemed
to control Tremont. Valhi is the holder of 100% of the outstanding common stock
of Valmont and may be deemed to control Valmont. Mr. Harold C. Simmons is
chairman of the board of NL and is a director of Tremont.
Pursuant to Delaware law, Valhi treats the shares of Valhi common stock
that Valmont and NL hold directly as treasury stock for voting purposes. For
the purposes of this Statement, the shares of Valhi common stock that Valmont
and NL hold directly are not deemed outstanding.
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 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) Valhi is engaged through the Company in the production of ergonomic
computer support systems, precision ball bearing slides and locking systems and
through other companies in the production of titanium metal products and
titanium dioxide pigments and in real estate development and 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 and Valhi are Delaware corporations.
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. 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.
The total amount of funds Valhi used to acquire the Class A Shares
purchased by it as reported in Item 5(c) was $5,587,425.00 (including
commissions). Such funds were provided by Valhi's cash on hand.
The Reporting Persons understand that the funds required by each person
named in Schedule A to this Statement to acquire Class A Shares were from such
person's personal funds.
Item 4. Purpose of Transaction.
Valhi purchased the Class A Shares reported in Item 5(c) of this Schedule
in order to 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,
other than the CMRT and the Foundation, 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, Joseph S. Compofelice, J. Mark Hollingsworth, Keith
A. Johnson, William J. Lindquist, Bobby D. O'Brien, Glenn R. Simmons, Harold C.
Simmons, Robert W. Singer, 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.
(a) Valhi is the direct beneficial owner of 329,000 Class A Shares.
By virtue of the relationships described under Item 2 of this Statement,
VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest, Contran, the CMRT, the
Foundation and Harold C. Simmons may each be deemed to be the beneficial owner
of the 329,000 Class A Shares (approximately 5.4% of the Outstanding Class A
Shares) that Valhi holds directly.
The Reporting Persons understand, based on ownership filings with the
Securities and Exchange Commission (the "Commission") or upon information
provided by the persons listed on Schedule B to this Statement, that such
persons may be deemed to own beneficially the Class A Shares as indicated on
Schedule C to this Statement.
(b) By virtue of the relationships described in Item 2, Valhi, VGI,
National, NOA, Dixie Holding, Dixie Rice, Southwest, Contran, the CMRT, the
Foundation and Mr. Harold C. Simmons may each be deemed to share the power to
vote and direct the disposition of the 329,000 Class A Shares that Valhi
directly holds.
(c) The table below sets forth the Reporting Persons' purchases of Class A
Shares during the 60 days prior to September 23, 1998 and from September 23,
1998 to the date of this Statement. Valhi purchased all of the following Class
A Shares on the New York Stock Exchange, Inc.
Approximate Price
Per Share
Amount of (exclusive of
Date Class A Shares commissions)
- -------------- ---------------- -----------------
08/24/98 10,000 $15.0000
08/24/98 12,000 $15.7500
08/24/98 38,000 $16.0000
08/25/98 40,000 $17.0000
08/28/98 59,600 $17.7500
08/31/98 2,900 $17.0000
08/31/98 5,000 $17.2500
09/02/98 8,600 $17.0000
09/02/98 20,100 $17.2500
09/02/98 5,000 $17.0000
09/04/98 23,900 $17.0000
09/09/98 24,000 $17.0000
09/17/98 7,300 $17.0000
09/23/98 72,600 $17.0000
(d) Valhi has the right to receive and the power to direct the receipt of
dividends from, and proceeds from the sale of, the 329,000 Class A Shares that
Valhi holds directly.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The Company's restated certificate of incorporation sets forth the voting
rights, transfer restrictions and conversion rights of the 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.
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).
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: October 5, 1998
/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: October 5, 1998
/s/ Steven L. Watson
--------------------------------
Steven L. Watson
Signing in the capacities listed on Schedule
"A" attached hereto and incorporated herein by
reference.
SCHEDULE A
HAROLD C. SIMMONS, in his individual capacity and as trustee of THE COMBINED
MASTER RETIREMENT TRUST.
STEVEN L. WATSON, as 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.
VALHI GROUP, INC.
VALHI, INC.
Schedule B
The names of the directors and executive officers of the Harold Simmons
Foundation, Inc. (the "Foundation"), Contran Corporation ("Contran"), Dixie Rice
Agricultural Corporation, Inc. ("Dixie Rice"), Dixie Holding Company ("Dixie
Holding"), National City Lines, Inc. ("National"), NOA, Inc. ("NOA"), Southwest
Louisiana Land Company, Inc. ("Southwest"), 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, NOA, National, VGI and
Valhi; and treasurer of the
Foundation.
F. Murlyn Broussard (1) Treasurer of Southwest.
Joseph S. Compofelice (2) Chairman of the board and chief
executive officer of CompX
International Inc., a
manufacturer of computer support
systems, drawer slides and
locking systems that is
affiliated with Valhi ("CompX");
executive vice president of
Valhi; a director of NL
Industries, Inc., a producer of
titanium dioxide products that is
affiliated with Valhi ("NL"); and
a director Titanium Metals
Corporation, a producer of
titanium metals products that is
affiliated with Valhi ("TIMET").
Norman S. Edelcup (3) Director of Valhi; chairman of
the board of Item Processing of
America Inc., a processing
service bureau.
Lisa Simmons Epstein Director and president of the
Foundation.
Kenneth R. Ferris (4) Director of Valhi; Distinguished
Professor at the American
Graduate School of International
Management.
J. Mark Hollingsworth General counsel of CompX,
Contran, Dixie Holding, Dixie
Rice, the Foundation, NOA,
National, Southwest, VGI and
Valhi.
Keith A. Johnson Controller of the Foundation.
William J. Lindquist Vice president and tax director
of CompX, Contran, Dixie Holding,
Dixie Rice, NOA, National,
Southwest, VGI and Valhi; and a
director of Contran.
Andrew McCollam, Jr. (1) Director of Dixie Rice; president
and director of Southwest; and a
private investor.
Harold M. Mire (5) Vice president of Dixie Rice and
Southwest.
Bobby D. O'Brien Vice president and treasurer of
CompX, Contran, Dixie Holding,
Dixie Rice, NOA, National, VGI
and Valhi; and vice president of
Southwest.
Glenn R. Simmons Vice chairman of the board of
Contran, Dixie Holding, NOA,
National, VGI and Valhi; director
of Tremont Corporation, a company
engaged though TIMET in the
production of titanium metal
products ("Tremont"); director of
NL and CompX; director and
executive vice president of
Southwest and Dixie Rice;
chairman of the board of Keystone
Consolidated Industries, Inc.
("Keystone"), a manufacturer of
steel rod, wire and wire products
that is affiliated with Contran.
Harold C. Simmons Chairman of the board and chief
executive officer and president
of Contran, Dixie Holding, NOA,
National, VGI and Valhi; chairman
of the board and chief executive
officer of Dixie Rice and
Southwest; chairman of the board
of NL; director of Tremont;
chairman of the board and chief
executive officer of the
Foundation; and trustee and
member of the trust investment
committee of The Combined Master
Retirement Trust.
Robert W. Singer Vice president of Contran and
Valhi; president and chief
executive officer of Keystone.
Richard A. Smith (5) Director and president of Dixie
Rice.
Gregory M. Swalwell Controller of Contran, Dixie
Holding, NOA, National,
Southwest, VGI and Valhi.
J. Walter Tucker, Jr. (6) President, treasurer and a
director of Tucker & Branham,
Inc., a mortgage banking,
insurance and real estate
company; vice chairman of the
board of Keystone; and a director
of Valhi.
Steven L. Watson Vice president and secretary of
CompX, Contran, Dixie Holding,
Dixie Rice, NOA, National,
Southwest, VGI and Valhi;
director of Contran and Dixie
Rice; and a director and vice
president and secretary of the
Foundation.
- ----------
(1) The principal business address for Messrs. Broussard and McCollam is 402
Canal Street, Houma, Louisiana 70360.
(2) The principal business address for Mr. Compofelice is Two Greenspoint
Plaza, 16825 Northchase Drive, Suite 1200, Houston, Texas 77060.
(3) The principal business address for Mr. Edelcup is 5190 N.W. 167th Street,
Suite 300, Miami, Florida 33014.
(4) The principal business address for Dr. Ferris is 15249 North 59th Avenue,
Glendale, Arizona 85306-6000.
(5) The principal business address for Messrs. Mire and Smith is 600 Pasquiere
Street, Gueydan, Louisiana 70542-0010.
(6) The principal business address for Mr. Tucker is 400 E. Central Boulevard,
Orlando, Florida 32801.
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
Name Shares Held Options Held (1)
- ------------------------------- ---------------- ----------------
Eugene K. Anderson -0- -0-
F. Murlyn Broussard -0- -0-
Joseph S. Compofelice 110,200 -0-
Norman S. Edelcup 3,000 -0-
Lisa Simmons Epstein -0- -0-
Kenneth R. Ferris 1,000 -0-
J. Mark Hollingsworth -0- -0-
Keith A. Johnson 700 -0-
William J. Lindquist 3,000 -0-
Andrew McCollam, Jr. -0- -0-
Harold M. Mire -0- -0-
Bobby D. O'Brien 300 -0-
Glenn R. Simmons 16,220 -0-
Harold C. Simmons (2) -0- -0-
Robert W. Singer 26,220 -0-
Richard A. Smith -0- -0-
Gregory M. Swalwell (3) 250 -0-
J. Walter Tucker, Jr. -0- -0-
Steven L. Watson 3,000 -0-
- ----------
(1) Represents Class A Shares issuable pursuant to the exercise within 60 days
of the date of this Statement of stock options.
(2) Mr. Simmons may be deemed to possess indirect beneficial ownership of the
Shares as described in Items 2 and 5(a) of this Statement. Mr. Simmons
disclaims beneficial ownership of all Shares.
(3) Comprises 250 Class A Shares held in Mr. Swalwell's individual retirement
account.
