SEC FORM
3
SEC Form 3
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
02/17/2004
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3. Issuer Name and Ticker or Trading Symbol
COMPX INTERNATIONAL INC
[ cix ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
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2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Class A Common Stock $0.01 par value |
942,300 |
I |
by TIMET
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| Class A Common Stock $0.01 par value |
374,000 |
I |
by Valhi
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| Class B Common Stock $0.01 par value |
10,000,000 |
I |
by Valcor
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
| 5430 LBJ FREEWAY |
| SUITE 1700 |
(Street)
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1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
| 5430 LBJ FREEWAY |
| SUITE 1700 |
(Street)
|
1. Name and Address of Reporting Person*
| 5430 LBJ FREEWAY |
| SUITE 1700 |
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
| 5430 LBJ FREEWAY |
| SUITE 1700 |
(Street)
|
1. Name and Address of Reporting Person*
| THREE LINCOLN CENTER |
| 5430 LBJ FREEWAY SUITE 1700 |
(Street)
|
1. Name and Address of Reporting Person*
| 5430 LBJ FREEWAY |
| SUITE 1700 |
(Street)
|
1. Name and Address of Reporting Person*
| THREE LINCOLN CENTRE |
| 5430 LBJ FREEWAY STE 1700 |
(Street)
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| Explanation of Responses: |
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| Remarks: |
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A. Andrew R. Louis, Secretary, for Contran Corporation |
02/20/2004 |
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A. Andrew R. Louis, Secretary, for Valhi, Inc. |
02/20/2004 |
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A. Andrew R. Louis, Secretary, for National City Lines, Inc. |
02/20/2004 |
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A. Andrew R. Louis, Secretary, for Tremont LLC |
02/20/2004 |
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A. Andrew R. Louis, Secretary, for Dixie Holding Company |
02/20/2004 |
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A. Andrew R. Louis, Secretary, for Dixie Rice Agricultural Corporation, Inc. |
02/20/2004 |
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A. Andrew R. Louis, Secretary, for NOA, Inc. |
02/20/2004 |
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A. Andrew R. Louis, Secretary, for Southwest Louisiana Land Company, Inc. |
02/20/2004 |
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A. Andrew R. Louis, Secretary, for Valhi Group, Inc. |
02/20/2004 |
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A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons |
02/20/2004 |
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** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
5
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Additional Information
Titanium Metals Corporation ("TIMET") and Valhi, Inc. ("Valhi") are the
holders of 18.4% and 7.3%, respectively, of the outstanding shares of class A
common stock, par value $0.01 per share (the "Class A Common Stock"), of the
issuer.
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
Common Stock") and collectively with the Class A Common Stock shall be
referred to as (the "Common Stock"). The description of the relative rights
of the Common Stock contained in the issuer's restated certificate of
incorporation is hereby incorporated herein by reference to Exhibit 3.1 of
the issuer's Registration Statement on Form S-1 (File No. 333-42643). As a
result of its ownership of all of the Class B Common Stock, Valcor currently
holds approximately 66.1% of the combined voting power (95.1% for the
election of directors) of all classes of voting stock of the issuer.
Tremont LLC, the Combined Master Retirement Trust (the "CMRT") and Valhi are
the direct holders of approximately 39.7%, 9.0% and 1.1%, of the outstanding
shares of TIMET common stock. Valhi also directly holds 14,700 6 5/8%
Convertible Preferred Securities, Beneficial Unsecured Convertible Securities
of the TIMET Capital Trust 1 (the "BUCs") that are convertible into 1,968
shares of TIMET common stock, or approximately 0.1% of the outstanding shares
of TIMET common stock assuming the full conversion of only the BUCs Valhi
directly holds. The spouse of Harold C. Simmons directly holds 1,600,000
BUCs that are convertible into 214,240 shares of TIMET common stock, or
approximately 6.7% of the outstanding shares of TIMET common stock assuming
the full conversion of only the BUCs she directly holds.
Valhi is the direct holder of 100% of the outstanding membership interests of
Tremont LLC and 100% of the outstanding common stock of Valcor. VGI,
National, Contran, the Harold Simmons Foundation (the "Foundation"), the
Contran Deferred Compensation Trust No. 2 (the "CDCT No. 2") and the CMRT are
the direct holders of 77.6%, 9.1%, 3.1%, 0.9%, 0.4% and 0.1%, respectively,
of the common stock of Valhi. 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. Contran and NOA are the direct holders of
approximately 85.7% and 14.3%, respectively, of the outstanding common stock
of National. Contran and Southwest are the direct holders of approximately
49.9% and 50.1%, respectively, of the outstanding common stock of NOA. Dixie
Rice is the direct holder of 100% of the outstanding common stock of Dixie
Holding and 88.9% of the outstanding common stock of Southwest.
Substantially all of Contran's outstanding voting stock is held by trusts
established for the benefit of certain children and grandchildren of Harold
C. Simmons (the "Trusts"), of which Mr. Simmons is the sole trustee. As sole
trustee of each of the Trusts, Mr. Simmons has the power to vote and direct
the disposition of the shares of Contran stock held by each of the Trusts.
Mr. Simmons, however, disclaims beneficial ownership of any shares of Contran
stock that the Trusts hold.
The Foundation directly holds approximately 0.9% of the outstanding shares of
Valhi common stock. The Foundation is a tax-exempt foundation organized for
charitable purposes. Harold C. Simmons is the chairman of the board of the
Foundation.
The CDCT No. 2 directly holds approximately 0.4% of the outstanding Valhi
common stock. U.S. Bank National Association serves as the trustee of the
CDCT No. 2. Contran established the CDCT No. 2 as an irrevocable "rabbi
trust" to assist Contran in meeting certain deferred compensation obligations
that it owes to Harold C. Simmons. If the CDCT No. 2 assets are insufficient
to satisfy such obligations, Contran is obligated to satisfy the balance of
such obligations as they come due. Pursuant to the terms of the CDCT No. 2,
Contran (i) retains the power to vote the shares of Valhi common stock held
directly by the CDCT No. 2, (ii) retains dispositive power over such shares
and (iii) may be deemed the indirect beneficial owner of such shares.
The CMRT directly holds approximately 9.0% of the outstanding shares of TIMET
Common Stock and 0.1% of the outstanding shares of Valhi common stock. Valhi
established the CMRT as a trust to permit the collective investment by master
trusts that maintain the assets of certain employee benefit plans Valhi and
related companies adopt. Mr. Simmons is the sole trustee of the CMRT and a
member of the trust investment committee for the CMRT. Mr. Simmons is a
participant in one or more of the employee benefit plans that invest through
the CMRT.
Valmont Insurance Company ("Valmont"), NL Industries, Inc. ("NL") and a
subsidiary of NL directly own 1,000,000 shares, 3,522,967 shares and
1,186,200 shares, respectively, of Valhi common stock. Valhi is the direct
holder of 100% of the outstanding common stock of Valmont and may be deemed
to control Valmont. Valhi and Tremont LLC are the direct holders of
approximately 62.6% and 21.2%, respectively, of the outstanding common stock
of NL. Pursuant to Delaware law, Valhi treats the shares of Valhi common
stock that Valmont, NL and the subsidiary of NL own as treasury stock for
voting purposes and for the purposes of this Statement such shares are not
deemed outstanding.
Mr. Harold C. Simmons is chairman of the board of Tremont LLC, Valcor, Valhi,
VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest and Contran and
chairman of the board and chief executive officer of NL.
By virtue of the holding of the offices, the stock ownership and his service
as trustee, all as described above, (a) Mr. Simmons may be deemed to control
the entities described above and (b) Mr. Simmons and certain of such entities
may be deemed to possess indirect beneficial ownership of the Shares that are
directly held by Valhi. However, Mr. Simmons disclaims such beneficial
ownership of the Shares beneficially owned, directly or indirectly, by any of
such entities.
Harold C. Simmons' spouse is the direct owner of 20,000 shares of Class A
Common Stock and 1,600,000 BUCs. Mr. Simmons may be deemed to share indirect
beneficial ownership of such securities. Mr. Simmons disclaims beneficial
ownership of all securities that his spouse holds directly.
A trust of which Harold C. Simmons and his spouse are co-trustees and the
beneficiaries are the grandchildren of his spouse is the direct holder of
4,760 shares of TIMET common stock. Mr. Simmons disclaims beneficial
ownership of these shares.
