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)
07/09/2004
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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 |
07/09/2004 |
|
J
|
|
1,800 |
A |
$14
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1,425,410 |
I |
by TFMC
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| Class A Common Stock $0.01 par value |
|
|
|
|
|
|
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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*
| 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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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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| Explanation of Responses: |
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| Remarks: |
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A. Andrew R. Louis, Secretary, for Contran Corporation |
07/13/2004 |
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A. Andrew R. Louis, Secretary, for Valhi, Inc. |
07/13/2004 |
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A. Andrew R. Louis, Secretary, for Dixie Rice Agricultural Corporation, Inc. |
07/13/2004 |
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A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons |
07/13/2004 |
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A. Andrew R. Louis, Secretary, for National City Lines, Inc. |
07/13/2004 |
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A. Andrew R. Louis, Secretary, for NOA, Inc. |
07/13/2004 |
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A. Andrew R. Louis, Secretary, for Southwest Louisiana Land Company, Inc. |
07/13/2004 |
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Gregory M. Swalwell, Vice President, for TIMET Finance Management Company |
07/13/2004 |
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A. Andrew R. Louis, Assistant Secretary, for Titanium Metals Corporation |
07/13/2004 |
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A. Andrew R. Louis, Secretary, for Tremont LLC |
07/13/2004 |
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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 27.6% 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 66.0% 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%, 10.2% 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%, 3.2%, 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 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 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 10.2% 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, Tremont LLC and TFMC are the direct holders of approximately 62.3%. 21.1% and 0.5%,
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 trustees and the beneficiaries are the grandchildren of his spouse,
is the direct holder of 40,000 shares of the common stock of Valhi. Mr. Simmons,
as co-trustee of this trust, has the power to vote and direct the disposition of
the shares of the issuer's common stock the trust holds. Mr. Simmons disclaims beneficial
ownership of any shares of the issuer's common stock that this trust holds.
