SEC FORM
4
SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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|
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
COMPX INTERNATIONAL INC
[ CIX ]
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5. 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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3. Date of Earliest Transaction
(Month/Day/Year)
05/05/2004
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4. 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 Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Class A Common Stock $0.01 par value |
05/05/2004 |
|
J
|
|
500 |
A |
$13.25
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1,278,210 |
I |
by TFMC
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| Class A Common Stock $0.01 par value |
05/06/2004 |
|
J
|
|
500 |
A |
$13.25
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1,278,710 |
I |
by TFMC
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| Class A Common Stock $0.01 par value |
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|
|
|
|
|
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374,000 |
I |
by Valhi
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
| 5430 LBJ FREEWAY |
| SUITE 1700 |
(Street)
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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)
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1. Name and Address of Reporting Person*
| THREE LINCOLN CENTRE |
| 5430 LBJ FREEWAY STE 1700 |
(Street)
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1. Name and Address of Reporting Person*
| 5430 LBJ FREEWAY |
| SUITE 1700 |
(Street)
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1. Name and Address of Reporting Person*
| 5430 LBJ FREEWAY |
| SUITE 1700 |
(Street)
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1. Name and Address of Reporting Person*
| 5430 LBJ FREEWAY |
| SUITE 1700 |
(Street)
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1. Name and Address of Reporting Person*
| 913 N MARKET ST |
| SUITE 217 |
(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 |
05/06/2004 |
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A. Andrew R. Louis, Secretary, for Valhi, Inc. |
05/06/2004 |
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A. Andrew R. Louis, Secretary, for National City Lines, Inc. |
05/06/2004 |
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A. Andrew R. Louis, Secretary, for Tremont LLC |
05/06/2004 |
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A. Andrew R. Louis, Secretary, for Titanium Metals Corporation |
05/06/2004 |
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A. Andrew R. Louis, Attorney in fact, for Harold C. Simmons |
05/06/2004 |
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A. Andrew R. Louis, Secretary, for Dixie Rice Agricultural Corporation, Inc. |
05/06/2004 |
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A. Andrew R. Louis, Secretary, for NOA, Inc. |
05/06/2004 |
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A. Andrew R. Louis, Secretary, for Southwest Louisiana Land Company, Inc. |
05/06/2004 |
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Gregory M. Swalwell, Vice President for Timet Finance Management Company |
05/06/2004 |
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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
4
(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
Additional Information
TIMET Finance Management
Company ("TFMC") and Valhi, Inc. ("Valhi") are the direct holders of 25.0% 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 issuer's Class B Common Stock, par
value $0.01 per share (the "Class B Common Stock," and collectively with the
Class A Common Stock, 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.
Titanium Metals Corporation
("TIMET") directly holds 100% of outstanding common stock of TFMC. Tremont LLC,
The Combined Master Retirement Trust (the "CMRT") and Valhi are the direct
holders of approximately 39.7%, 8.4% 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 I (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 6.3% 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, or is held by Mr. Simmons or persons or
other entities related to Mr. Simmons. 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. Valhi and Tremont LLC are the direct holders of approximately 62.3%
and 21.1%, 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, 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 of Class A Common Stock that are directly
held by TFMC or Valhi. However, Mr. Simmons disclaims such beneficial ownership
of the shares of Class A Common Stock 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.
