SEC Filing Html Data
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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)
September 24, 2004
(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. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CompX 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)
OO
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 2,586,820
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
2,586,820
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,586,820
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NL Industries, 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
New Jersey
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,586,820
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
2,586,820
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,586,820
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TIMET Finance Management 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)
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 2,586,820
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
2,586,820
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,586,820
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Titanium Metals 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)
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 2,586,820
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
2,586,820
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,586,820
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tremont LLC
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 2,586,820
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
2,586,820
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,586,820
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
CUSIP No. 20563P 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 2,586,820
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
2,586,820
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,586,820
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 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 2,586,820
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
2,586,820
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,586,820
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 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 2,586,820
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
2,586,820
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,586,820
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 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 2,586,820
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
2,586,820
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,586,820
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 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 2,586,820
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
2,586,820
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,586,820
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 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 2,586,820
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
2,586,820
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,586,820
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 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 2,586,820
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
2,586,820
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,586,820
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 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 2,586,820
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
2,586,820
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,586,820
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 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 2,586,820
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
2,586,820
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,586,820
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
EP
CUSIP No. 20563P 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 2,586,820
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
2,586,820
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,586,820
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 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
40,700
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,606,820
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 40,700
10 SHARED DISPOSITIVE POWER
2,606,820
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
AMENDMENT NO. 8
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, 6
and 7 of this Statement are hereby amended as set forth below.
Item 2. Identity and Background.
Item 2 is amended and restated as follows.
(a) The following entities or person are filing this Statement
(collectively, the "Reporting Persons"):
(i) CompX Group, Inc. ("CGI") as a direct holder of Class A Shares;
(ii) NL Industries, Inc. ("NL"), TIMET Finance Management Company
("TFMC"), Titanium Metals Corporation ("TIMET"), Tremont LLC ("Tremont"),
Valhi, Inc. ("Valhi"), 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") by virtue of their
direct or indirect ownership of CGI; and
(iii) Harold C. Simmons by virtue of his direct and indirect ownership
of Class A Shares and his positions with Contran and certain of the other
entities (as described in this Statement).
By signing this Statement, each Reporting Person agrees that this Statement
is filed on its or his behalf.
CGI is the direct holder of 50.0% of the 5,169,880 Class A Shares
outstanding as of October 8, 2004 according to information the Company provided
(the "Outstanding Class A Shares").
CGI 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 description
of the relative rights of the Shares as described in this Statement is qualified
in its entirety by the terms of the Company's restated certificate of
incorporation that is filed as Exhibit 3.1 to Amendment No. 1 to the Company's
Registration Statement on Form S-1 filed with the Securities and Exchange
Commission on February 4, 1998 (Reg. No. 333-42643), which is incorporated
herein by reference. As a result of its ownership of 50.0% of the Class A Shares
and 100% of the Class B Shares, CGI directly holds approximately 83.0% of the
combined voting power (97.5% for the election of directors) of all classes of
voting stock of the Company. CGI may be deemed to control the Company.
NL and TFMC are the direct holders of approximately 82.4%, and 17.6%,
respectively, of the outstanding shares of CGI common stock and together may be
deemed to control CGI. Valhi, Tremont and TFMC are the direct holders of
approximately 62.2%, 21.1% and 0.5%, respectively, of the outstanding shares of
NL common stock and together may be deemed to control NL. Valhi is the sole
member of Tremont and may be deemed to control Tremont.
TIMET is the direct holder of 100% of the outstanding shares of common
stock of TFMC and may be deemed to control TFMC. Tremont, Harold C. Simmons'
spouse, the CMRT and Valhi are the holders of approximately 39.6%, 14.4%, 11.8%
and 1.3% of the outstanding shares of TIMET common stock. Tremont may be deemed
to control TIMET. The ownership of Mr. Simmons' spouse is based on the 1,600,000
shares of TIMET's 6 3/4% Series A Convertible Preferred Stock, par value $0.01
per share (the "Series A Preferred Stock"), that she directly owns, which are
convertible into 2,666,666 shares of TIMET common stock. The ownership of Valhi
includes 24,500 shares of TIMET common stock that Valhi has the right to acquire
upon conversion of 14,700 shares of Series A Preferred Stock that Valhi directly
holds. The percentage ownership of TIMET common stock held by each of Ms.
Simmons and Valhi assumes the full conversion of only the shares of Series A
Preferred Stock she or Valhi owns, respectively.
VGI, National, Contran, 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%, 3.4%, 0.9%, 0.4% and 0.1%, respectively, 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 shares of 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 shares of 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 shares of common stock of NOA
and together may be deemed to control NOA. Dixie Rice is the direct holder of
100% of the outstanding shares of common stock of Dixie Holding and may be
deemed to control Dixie Holding. Contran is the holder of 100% of the
outstanding shares of common stock of Dixie Rice and may be deemed to control
Dixie Rice. Contran is the holder of approximately 88.9% of the outstanding
shares of common stock of Southwest and may be deemed to control 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 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 and may be deemed to control the Foundation.
The CDCT No. 2 directly holds approximately 0.4% of the outstanding shares
of 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 11.8% 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. Harold C. Simmons is the sole trustee of the CMRT
and a member of the trust 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.
Valmont Insurance Company ("Valmont"), 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 shares
of Valmont common stock and may be deemed to control Valmont. 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 and chief executive officer
of NL, vice chairman of TIMET and chairman of the board of CGI, Tremont, Valhi,
VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest 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 CGI. However, Mr. Simmons disclaims such beneficial
ownership of the Shares beneficially owned, directly or indirectly, by any of
such entities, except to the extent of his individual vested beneficial
interest, if any, in the assets of the CMRT or his interest as a beneficiary of
the CDCT No. 2.
Harold C. Simmons' spouse is the direct owner of 20,000 Class A Shares,
69,475 shares of NL common stock and 43,400 shares of Valhi common stock. Mr.
Simmons may be deemed to share indirect beneficial ownership of such Shares. He
disclaims all such beneficial ownership.
Harold C. Simmons is the direct owner of 40,700 Class A Shares, 30,800
shares of NL common stock (including options exercisable for 6,000 shares of NL
common stock) and 3,383 shares of Valhi common stock.
A trust of which Harold C. Simmons and his spouse are co-trustees and the
beneficiaries of which are the grandchildren of his spouse is the direct holder
of 40,000 shares of Valhi common stock. Mr. Simmons disclaims beneficial
ownership of these shares.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended as follows.
Item 4 is incorporated by reference into this Item 3.
Item 4. Purpose of Transaction.
Item 4 is amended as follows.
On September 24, 2004, NL acquired 10,000,000 Class B Shares from Valcor,
Inc., a wholly owned subsidiary of Valhi ("Valcor"), and 374,000 Class A Shares
from Valhi, at a purchase price of $16.25 per share, or an aggregate purchase
price of approximately $168.6 million (the "Acquisition"). The terms of the
Acquisition are incorporated herein by reference to the Stock Purchase Agreement
dated September 24, 2004 among NL, Valhi and Valcor filed as Exhibit 10.1 to the
Current Report on Form 8-K that NL filed with the U.S. Securities and Exchange
Commission ("SEC") on September 29, 2004 (the "Current Report"). The purchase
price was paid by NL's transfer to Valhi and Valcor of $168.6 million of NL's
$200 million long-term note receivable from Kronos Worldwide, Inc., an affiliate
of NL and Valhi. The terms of the two promissory notes payable to Valhi and
Valcor are incorporated herein by reference to Exhibits 99.1 and 99.2,
respectively, to the Current Report. Previously, on May 20, 2004, NL announced
that it had established a Special Committee of its board of directors comprised
of directors who are not affiliated with Valhi to consider a possible
transaction relating to the Shares. Cypress Associates LLC served as financial
advisor to NL's Special Committee and rendered an opinion to the Special
Committee that the purchase price in the Acquisition was fair, from a financial
point of view, to NL. Piper Rudnick LLP served as independent legal advisor to
NL's Special Committee. The boards of directors of Valhi and NL also approved
the Acquisition. NL purchased such Shares as part of its plan to diversify its
holdings and business interests and for investment and tax planning purposes.
Pursuant to a Subscription Agreement (the "Subscription Agreement")
executed on October 5, 2004 but effective as of October 1, 2004, among NL, TFMC,
and CGI, NL and TFMC initially capitalized CGI, a newly formed corporation, by
each contributing to CGI effective October 1, 2004 the following Shares and
receiving in return for such initial capitalization of CGI the following shares
of the common stock, par value $0.01 per share of CGI (the "CGI Shares").
CGI Shares Issued
to such
Class A Shares Class B Shares CGI Stockholder in
CGI Contributed Contributed Exchange for the
Stockholder to CGI to CGI Shares Contributed
- --------------- --------------- --------------- -----------------
NL.............. 374,000 10,000,000 10,374.00
TFMC............ 2,212,820 0 2,212.82
As a result of the initial contribution, NL and TFMC became the sole CGI
stockholders and the record holders of 82.4% and 17.6% of the outstanding common
stock of CGI, respectively.
Pursuant to the Subscription Agreement, CGI agreed that it would not sell
any of the Shares contributed to CGI by TFMC (as such number of Shares may be
adjusted from time to time pursuant to stock splits of, stock dividends on, or
recapitalizations of, such Shares) pursuant to the Subscription Agreement
without the express written consent of TFMC. In addition, in accordance with the
Subscription Agreement, the parties entered into a Voting Agreement executed on
October 5, 2004 but effective as of October 1, 2004 (the "Voting Agreement").
The terms of the Voting Agreement provide that:
(1) NL will vote all of its CGI Shares to elect as a director of CGI
one person designated in writing by TFMC;
(2) The initial person designated by TFMC to be elected a director of
CGI would be J. Landis Martin, the chairman of the board and chief
executive officer of TIMET; and
(3) The CGI board of directors would be comprised of five persons and
each CGI stockholder would take or cause to be taken all action to:
(i) require that the certificate of incorporation and bylaws of
CGI provides for a board of directors of five persons; and
(ii) ensure at all times that the certificate of incorporation
and bylaws of CGI would not at any time be inconsistent with the
provisions of the Voting Agreement.
Pursuant to CGI's certificate of incorporation (the "Certificate of
Incorporation"), upon the written request of a CGI stockholder, CGI is obligated
to redeem such number of the stockholder's shares of CGI common stock that the
stockholder requests. The CGI stockholder is also entitled to elect to receive
as part of the redemption price such number of Class A or Class B Shares the
stockholder or its predecessor holders or assigns contributed to CGI that is
equal to the product of 1,000 (equitably adjusted for any applicable stock
splits of, stock dividends on, or recapitalizations of, CompX common stock) and
the number of CGI shares to be redeemed. CGI's board of directors is then
obligated to determine in good faith and in its best business judgment the
redemption price. Pursuant to the Certificate of Incorporation, in determining
the redemption price, the board of directors shall value each Share held by CGI
(both the Class A and Class B Shares) at the volume weighted average sales price
of a Class A Share as reported on the New York Stock Exchange composite
transactions reporting system for the ten trading days ending on the day CGI
receives the redemption request.
With the initial capitalization of CGI, CompX became eligible to file
consolidated returns of federal income taxes with NL and Contran Corporation, a
Delaware corporation and the parent of NL and CompX ("Contran"). Concurrently
with the initial capitalization of CGI, CompX, NL and Contran entered into a Tax
Agreement executed on October 5, 2004 but effective as of October 1, 2004 (the
"Tax Agreement"). The Tax Agreement provides that NL and its qualifying
subsidiaries, including CompX, compute provisions for U.S. income taxes on a
separate-company basis using the tax elections made by Contran. Pursuant to the
Tax Agreement and using the tax elections made by Contran, CompX will make
payments to, or receive payments from NL, in amounts it would have paid to or
received from the U.S. Internal Revenue Service had it not been a member of NL's
consolidated tax group but instead was a separate taxpayer. Refunds to CompX are
generally limited to amounts previously paid under the Tax Sharing Agreement.
The descriptions of the Subscription Agreement, the Voting Agreement, the
Certificate of Incorporation and the Tax Agreement in this Statement are
qualified in their entirety by the terms of the actual documents filed as
Exhibits 99.1 through 99.4 to the Current Report on Form 8-K that NL filed with
the Securities and Exchange Commission on October 8, 2004 and incorporated
herein by reference.
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 may
from time to time purchase 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 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.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended as follows.
(a) CGI, Harold C. Simmons and his spouse are the direct beneficial owners
of 2,586,820, 40,700 and 20,000 Class A Shares, respectively.
By virtue of the relationships described under Item 2 of this Statement:
(1) CGI, NL, TFMC, TIMET, Tremont Valhi, VGI, National, NOA, Dixie
Holding, Dixie Rice, Southwest, Contran, the CMRT and the Foundation may
each be deemed to be the beneficial owner of the 2,586,820 Class A Shares
(approximately 50.0% of the Outstanding Class A Shares) that CGI holds
directly; and
(2) Harold C. Simmons may be deemed to be the beneficial owner of the
2,647,520 Class A Shares (approximately 51.2% of the Outstanding Class A
Shares) that CGI, he and his spouse hold directly.
Except to the extent of the 40,700 Class A Shares he holds directly, Harold
C. Simmons disclaims beneficial ownership of all Shares.
(b) By virtue of the relationships described in Item 2 of this Statement:
(1) CGI, NL, TFMC, TIMET, Tremont Valhi, VGI, National, NOA, Dixie
Holding, Dixie Rice, Southwest, Contran, the CMRT and the Foundation may
each be deemed to share the power to vote and direct the disposition of the
2,586,820 Class A Shares (approximately 50.0% of the Outstanding Class A
Shares) that CGI holds directly;
(2) Harold C. Simmons may be deemed to share the power to vote and
direct the disposition of the 2,606,820 Class A Shares (approximately 50.4%
of the Outstanding Class A Shares) that CGI 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 40,700 Class A Shares (approximately 0.8% of
the Outstanding Class A Shares) that he directly holds.
(c) Item 4 is incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Item 6 is amended as follows.
TIMET, TFMC and certain other subsidiaries of TIMET are parties to a $105.0
million revolving credit and letter of credit facility dated as of February 25,
2000, as amended and supplemented through June 2, 2004 (the "Congress
Facility"), with Congress Financial Corporation (Southwest)("Congress"). TFMC is
a guarantor of the Congress Facility. Borrowings under the Congress Facility
bear interest at the rate announced publicly from time to time by Congress as
its base rate plus 0.5% to 1.0% or at a rate of 2.0% to 2.5% over the London
interbank offered rate of interest (the interest rate depends on the fixed
charge coverage ratio as defined in the Congress Facility) and are due February
25, 2006 or such extended maturity date as may be mutually agreed. The Congress
Facility requires TIMET's U.S. daily cash receipts to be used to reduce
outstanding borrowings, which may then be reborrowed, subject to the terms of
the agreement. As of October 8, 2004, CGI had pledged 2,242,820 Class A Shares
under the Congress Facility pursuant to an Investment Property Pledge and
Security Agreement the terms of which are set forth in Exhibit 14 to this
Statement and incorporated herein by reference.
Item 7 is amended and restated as follows.
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).
Exhibit 2 Stock Purchase Agreement dated as of March 15, 2004 by and between
Titanium Metals Corporation and TIMET Finance Management Company,
incorporated by reference to Exhibit 2 to Amendment No. 4 to this
Statement filed with the Securities and Exchange Commission on
March 23, 2004.
Exhibit 3 Loan and Security Agreement by and among Congress Financial
Corporation (Southwest) as Lender and Titanium Metals Corporation
and Titanium Hearth Technologies, Inc. as borrowers, dated February
25, 2000, incorporated by reference to Exhibit 10.12 to the Annual
Report on Form 10-K for the year ended December 31, 1999 of
Titanium Metals Corporation (File No. 0-28538).
Exhibit 4 Amendment No. 1 to Loan and Security Agreement by and among
Congress Financial Corporation (Southwest) as Lender and Titanium
Metals Corporation and Titanium Hearth Technologies, Inc. as
borrowers, dated September 7, 2001, incorporated by reference to
Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarter
ended September 30, 2001 of Titanium Metals Corporation (File No.
0-28538).
Exhibit 5 Amendment No. 2 to Loan and Security Agreement by and among
Congress Financial Corporation (Southwest) as Lender and Titanium
Metals Corporation and Titanium Hearth Technologies, Inc. as
borrowers, dated October 23, 2002, incorporated by reference to
Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002 of Titanium Metals Corporation (File No.
0-28538).
Exhibit 6 Amendment No. 3 to Loan and Security Agreement by and among
Congress Financial Corporation (Southwest) as Lender and Titanium
Metals Corporation and Titanium Hearth Technologies, Inc. as
borrowers, dated March 18, 2004, incorporated by reference to
Exhibit 6 to Amendment No. 4 to this Statement filed with the
Securities and Exchange Commission on March 23, 2004). Certain
exhibits, annexes and similar attachments to this Exhibit 6 have
not been filed; upon request, the Reporting Persons will furnish
supplementally to the Securities and Commission a copy of any
omitted exhibit, annex or attachment.
Exhibit 7 Amendment No. 4 to Loan and Security Agreement by and among
Congress Financial Corporation (Southwest) as Lender and Titanium
Metals Corporation and Titanium Hearth Technologies, Inc. as
borrowers, dated June 2, 2004, incorporated by reference to Exhibit
10.1 to the Pre-Effective Amendment No. 1 to Registration Statement
on form S-4 filed by TIMET with the Securities and Exchange
Commission on June 23, 2004 as Securities Exchange Commission file
no. 333-114218. Certain exhibits, annexes and similar attachments
to this Exhibit 7 have not been filed; upon request, the Reporting
Persons will furnish supplementally to the Securities and
Commission a copy of any omitted exhibit, annex or attachment.
Exhibit 8 Stock Purchase Agreement dated September 24, 2004 between Valhi,
Inc. and Valcor, Inc., as sellers, and NL Industries, Inc., as
purchaser, incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K that NL Industries, Inc. filed with the
Securities and Exchange Commission on September 29, 2004. The
disclosure schedule attachment to this Exhibit 8 has not been
filed; upon request, the Reporting Persons will furnish
supplementally to the Securities and Exchange Commission a copy of
this attachment.
Exhibit 9 Promissory Note dated September 24, 2004 in the original
principal amount of $162,500,000.00 payable to the order of Valcor,
Inc. and executed by Kronos Worldwide, Inc., incorporated by
reference to Exhibit 99.1 to the Current Report on Form 8-K that NL
Industries, Inc. filed with the Securities and Exchange Commission
on September 29, 2004.
Exhibit 10 Promissory Note dated September 24, 2004 in the original
principal amount of $6,077,500.00 payable to the order of Valhi,
Inc. and executed by Kronos Worldwide, Inc., incorporated by
reference to Exhibit 99.2 to the Current Report on Form 8-K that NL
Industries, Inc. filed with the Securities and Exchange Commission
on September 29, 2004.
Exhibit 11 Subscription Agreement executed on October 5, 2004 but effective
as of October 1, 2004 among NL Industries, Inc., TIMET Finance
Management Company and CompX Group, Inc., incorporated by reference
to Exhibit 99.1 to the Current Report on Form 8-K that NL
Industries, Inc. filed with the Securities and Exchange Commission
on October 8, 2004. Certain of the exhibits to this Exhibit 11 have
been filed; upon request, the Reporting Persons will furnish
supplementally to the Securities and Exchange Commission a copy of
the omitted exhibits.
Exhibit 12 Voting Agreement executed on October 5, 2004 but effective as
of October 1, 2004 among NL Industries, Inc., TIMET Finance
Management Company and CompX Group, Inc., incorporated by reference
to Exhibit 99.2 to the Current Report on Form 8-K that NL
Industries, Inc. filed with the Securities and Exchange Commission
on October 8, 2004.
Exhibit 13 Certificate of Incorporation of CompX Group, Inc., incorporated by
reference to Exhibit 99.3 to the Current Report on Form 8-K that NL
Industries, Inc. filed with the Securities and Exchange Commission
on October 8, 2004.
Exhibit 14 Tax Agreement dated as of October 1, 2004 among NL Industries,
Inc., Contran Corporation and CompX International Inc.,
incorporated by reference to Exhibit 99.4 to the Current Report on
Form 8-K that NL Industries, Inc. filed with the Securities and
Exchange Commission on October 8, 2004.
Exhibit 15* Investment Property Pledge and Security Agreement dated as of
October 5, 2004 by CompX Group, Inc. to and in favor of Congress
Financial Corporation (Southwest).
- -----------
* Filed herewith.
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 13, 2004
/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 13, 2004
/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: October 13, 2004
/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 and as trustee of THE COMBINED
MASTER RETIREMENT TRUST.
STEVEN L. WATSON, as president or 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.
TREMONT LLC
VALHI GROUP, INC.
VALHI, INC.
GREGORY M. SWALWELL, as vice president of each of:
COMPX GROUP, INC.
NL INDUSTRIES, INC.
TIMET FINANCE MANAGEMENT COMPANY
TITANIUM METALS CORPORATION
Schedule B
The names of the directors and executive officers of CompX Group, Inc.
("CGI"), Contran Corporation ("Contran"), Dixie Holding Company ("Dixie
Holding"), Dixie Rice Agricultural Corporation, Inc. ("Dixie Rice"), the Harold
Simmons Foundation, Inc. (the "Foundation"), National City Lines, Inc.
("National"), NL Industries, Inc. ("NL"), NOA, Inc. ("NOA"), Southwest Louisiana
Land Company, Inc. ("Southwest"), TIMET Finance Management Company ("TFMC"),
Titanium Metals Corporation ("TIMET"), 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,
Dixie Rice, National, NOA, Southwest, Tremont LLC
("Tremont"), VGI and Valhi; and treasurer of the
Foundation.
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., an affiliate of
Contran ("Keystone"), and Valhi.
James W. Brown Vice president and controller of CGI, NL
and Kronos Worldwide, Inc., an affiliate of Valhi
("Kronos Worldwide").
Norman S. Edelcup (2) Senior vice president business development of
Florida Savings Bancorp; mayor of Sunny Isles
Beach, Florida; trustee of the Baron Funds, a
mutual fund group; and director of Valhi.
Name Present Principal Occupation
- --------------------------- --------------------------------------------------
Lisa Simmons Epstein Director and president of the Foundation.
Victoria L. Garret (3) Director, president and secretary of TFMC; and
assistant vice president of Griffin Corporate
Services, Inc.
Robert D. Graham Vice president of Contran, Dixie Holding, Dixie
Rice, the Foundation, National, NOA, Southwest,
TIMET, Tremont, VGI and Valhi; and vice president,
general counsel and secretary of CGI, Kronos
Worldwide and NL.
Norman N. Green (4) A private investor and a director of TIMET.
J. Mark Hollingsworth Vice president and general counsel of Contran,
Dixie Holding, Dixie Rice, National, NOA,
Southwest, Tremont, VGI and Valhi; general counsel
of the Foundation, CompX International, Inc. (the
"Company") and The Combined Master Retirement
Trust, a trust Valhi established to permit the
collective investment by master trusts that
maintain the assets of certain employee benefit
plans Valhi and related companies adopt (the
"CMRT"); and acting general counsel of Keystone.
Gary C. Hutchison (5) Neurological surgeon; Associate Clinical
Professor of Neurosurgery at the University of
Texas Health Science Center (Dallas); and a
director of TIMET.
Francis B. Jacobs, II (3) Director of TFMC; and vice president of Griffin
Corporate Services, Inc.
Keith A. Johnson Controller of the Foundation.
Name Present Principal Occupation
- --------------------------- --------------------------------------------------
Christian Leonhard (6) Chief operating officer - Europe of TIMET.
William J. Lindquist Director and senior vice president of Contran,
Dixie Holding, National, NOA and VGI; senior vice
president of Dixie Rice, Southwest, Tremont and
Valhi.
A. Andrew R. Louis Secretary of Contran, the Company, Dixie Holding,
Dixie Rice, National, NOA, Southwest, Tremont, VGI
and Valhi.
Kelly D. Luttmer Tax director of Contran, the Company, Dixie
Holding, Dixie Rice, Kronos Worldwide, National,
NOA, Southwest, Tremont, VGI and Valhi; and vice
president and tax director of CGI and Kronos
Worldwide.
J. Landis Martin (7) Chairman of the board, president and chief
executive officer of TIMET.
Andrew McCollam, Jr. (8) President and a director of Southwest; director
of Dixie Rice; and a private investor.
W. Hayden McIlroy (9) Private investor primarily in real estate; and a
director of Valhi, Med Images, a medical
information company, and Cadco Systems, Inc., a
manufacturer of emergency alert systems.
Harold M. Mire (10) Vice president of Dixie Rice and Southwest.
Cecil H. Moore, Jr. (11) Director of NL and Kronos Worldwide; and private
investor.
Robert E. Musgraves (7) Chief operating officer - North America of TIMET.
Name Present Principal Occupation
- --------------------------- --------------------------------------------------
Albert W. Niemi, Jr. (12) Dean of the Edwin L. Cox School of Business at
Southern Methodist University; and a director of
TIMET.
Bobby D. O'Brien Vice president, treasurer and director of Dixie
Holding, National, NOA and VGI; vice president and
treasurer of Contran, Dixie Rice, Southwest,
Tremont and Valhi; and vice president of TIMET.
Glenn R. Simmons Vice chairman of the board of Contran, Dixie
Holding, Dixie Rice, National, NOA, Tremont, VGI
and Valhi; chairman of the board of the Company
and Keystone; director and executive vice
president of Southwest; a director of Kronos
Worldwide, NL and TIMET.
Harold C. Simmons Chairman of the board of CGI, Contran, Dixie
Holding, Dixie Rice, the Foundation, National,
NOA, Southwest, Tremont, Valhi and VGI; chairman
of the board and chief executive officer of Kronos
Worldwide and NL; vice chairman of TIMET; and
trustee and member of the trust investment
committee of the CMRT.
Richard A. Smith (10) Vice president of Dixie Rice.
Thomas P. Stafford (13) Director of NL; and co-founder and affiliated
with Stafford, Burke and Hecker, Inc., a
Washington based consulting firm.
John St. Wrba Vice president and treasurer of CGI, NL and
Kronos Worldwide; and vice president of TIMET.
Name Present Principal Occupation
- --------------------------- --------------------------------------------------
Gregory M. Swalwell Vice president and controller of Contran, Dixie
Holding, National, NOA, Southwest, Tremont, Valhi
and VGI; vice president, finance and chief
financial officer of CGI, Kronos Worldwide and NL;
vice president of Dixie Rice; vice president of
TIMET; and director, vice president and treasurer
of TFMC.
J. Walter Tucker, Jr. (14) President, treasurer and a director of Tucker &
Branham, Inc., a mortgage banking, insurance and
real estate company; vice chairman of the board of
Keystone; a director of Valhi; and a member of the
trust investment committee of the CMRT.
Steven L. Watson Director and president of Contran, Dixie Holding,
Dixie Rice, National, NOA and VGI; director,
president and chief executive officer of Valhi;
president of Tremont; director and executive vice
president of Southwest; director, vice president
and secretary of the Foundation; vice chairman of
Kronos Worldwide; and a director of the Company,
Keystone, NL and TIMET.
Terry N. Worrell (15) Director of NL; a private investor with
Worrell Investments, Inc., real estate investment
company.
Paul J. Zucconi (16) 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. Edelcup is 17395 North Bay Road,
Suite 103, Sunny Isles Beach, Florida 33160.
(3) The principal business address for Ms. Garrett and Mr. Jacobs is 103 Foulk
Road, Suite 101, Wilmington, Delaware 19803.
(4) Mr. Green is a citizen of Canada. The principal business address for Mr.
Green is 10340 Strait Lane, Dallas, Texas 75229.
(5) The principal business address for Dr. Hutchison is 8230 Walnut Hill Lane,
Dallas, Texas 75231.
(6) Mr. Leonhard is a citizen of France. His principal business address is
TIMET Savioe, 62 Avenue Paul Girod, 73400 Ugine, France.
(7) The principal business address for Messrs. Martin and Musgraves is 1999
Broadway, Suite 4300, Denver, Colorado 80202.
(8) The principal business address for Mr. McCollam is 402 Canal Street, Houma,
Louisiana 70360.
(9) The principal business address for Mr. McIlroy is 25 Highland Park Village,
Suite 100-341, Dallas, Texas 75225.
(10) The principal business address for Messrs. Mire and Smith is 600 Pasquiere
Street, Gueydan, Louisiana 70542-0010.
(11) The principal business address for Mr. Moore is 4444 Beverly Drive, Dallas,
Texas 75205.
(12) The principal business address for Dr. Niemi is Southern Methodist
University, Cox School of Business, 200 Fincher Building, Dallas, Texas
75205-0333.
(13) The principal business address for Gen. Stafford (ret.) is Stafford, Burke
& Hecker, Inc., 1006 Cameron Street, Alexandria Virginia 22314.
(14) The principal business address for Mr. Tucker is 400 E. Central Boulevard,
Orlando, Florida 32801.
(15) The principal business address for Mr. Worrell is 6909 Vasser, Dallas,
Texas 75205.
(16) The principal business 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:
Stock
Class A Options
Name Shares Held Held (1) Total
- ------------------------- ----------- ----------- -----------
Eugene K. Anderson -0- 3,000 3,000
Thomas E. Barry -0- -0- -0-
James W. Brown -0- -0- -0-
Norman S. Edelcup 2,000 -0- 2,000
Lisa Simmons Epstein -0- -0- -0-
Victoria L. Garrett -0- -0- -0-
Robert D. Graham -0- -0- -0-
Norman N. Green -0- -0- -0-
J. Mark Hollingsworth -0- 7,000 7,000
Gary C. Hutchison -0- -0- -0-
Francis B. Jacobs, II -0- -0- -0-
Keith A. Johnson 700 4,000 4,700
Christian Leonhard -0- -0- -0-
William J. Lindquist -0- 10,000 10,000
A. Andrew R. Louis -0- 4,000 4,000
Kelly D. Luttmer 200 4,000 4,200
J. Landis Martin -0- -0- -0-
Andrew McCollam, Jr. -0- -0- -0-
W. Hayden McIlroy -0- -0- -0-
Stock
Class A Options
Name Shares Held Held (1) Total
- ------------------------- ----------- ----------- -----------
Harold M. Mire -0- -0- -0-
Cecil H. Moore, Jr. -0- -0- -0-
Robert E. Musgraves -0- -0- -0-
Albert W. Niemi, Jr. -0- -0- -0-
Bobby D. O'Brien 300 10,000 10,300
Glenn R. Simmons (2) 12,500 55,600 68,100
Harold C. Simmons (3) 60,700 -0- 60,700
Richard A. Smith -0- -0- -0-
Thomas P. Stafford -0- -0- -0-
John St. Wrba -0- -0- -0-
Gregory M. Swalwell -0- 5,000 5,000
J. Walter Tucker, Jr. -0- -0- -0-
Steven L. Watson 5,000 13,600 18,600
Terry N. Worrell -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 20,000 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 40,700 Class A Shares that he holds
directly, Mr. Simmons disclaims beneficial ownership of all Shares.
EXHIBIT INDEX
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).
Exhibit 2 Stock Purchase Agreement dated as of March 15, 2004 by and between
Titanium Metals Corporation and TIMET Finance Management Company,
incorporated by reference to Exhibit 2 to Amendment No. 4 to this
Statement filed with the Securities and Exchange Commission on
March 23, 2004.
Exhibit 3 Loan and Security Agreement by and among Congress Financial
Corporation (Southwest) as Lender and Titanium Metals Corporation
and Titanium Hearth Technologies, Inc. as borrowers, dated February
25, 2000, incorporated by reference to Exhibit 10.12 to the Annual
Report on Form 10-K for the year ended December 31, 1999 of
Titanium Metals Corporation (File No. 0-28538).
Exhibit 4 Amendment No. 1 to Loan and Security Agreement by and among
Congress Financial Corporation (Southwest) as Lender and Titanium
Metals Corporation and Titanium Hearth Technologies, Inc. as
borrowers, dated September 7, 2001, incorporated by reference to
Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarter
ended September 30, 2001 of Titanium Metals Corporation (File No.
0-28538).
Exhibit 5 Amendment No. 2 to Loan and Security Agreement by and among
Congress Financial Corporation (Southwest) as Lender and Titanium
Metals Corporation and Titanium Hearth Technologies, Inc. as
borrowers, dated October 23, 2002, incorporated by reference to
Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002 of Titanium Metals Corporation (File No.
0-28538).
Exhibit 6 Amendment No. 3 to Loan and Security Agreement by and among
Congress Financial Corporation (Southwest) as Lender and Titanium
Metals Corporation and Titanium Hearth Technologies, Inc. as
borrowers, dated March 18, 2004, incorporated by reference to
Exhibit 6 to Amendment No. 4 to this Statement filed with the
Securities and Exchange Commission on March 23, 2004). Certain
exhibits, annexes and similar attachments to this Exhibit 6 have
not been filed; upon request, the Reporting Persons will furnish
supplementally to the Securities and Commission a copy of any
omitted exhibit, annex or attachment.
Exhibit 7 Amendment No. 4 to Loan and Security Agreement by and among
Congress Financial Corporation (Southwest) as Lender and Titanium
Metals Corporation and Titanium Hearth Technologies, Inc. as
borrowers, dated June 2, 2004, incorporated by reference to Exhibit
10.1 to the Pre-Effective Amendment No. 1 to Registration Statement
on form S-4 filed by TIMET with the Securities and Exchange
Commission on June 23, 2004 as Securities Exchange Commission file
no. 333-114218. Certain exhibits, annexes and similar attachments
to this Exhibit 7 have not been filed; upon request, the Reporting
Persons will furnish supplementally to the Securities and
Commission a copy of any omitted exhibit, annex or attachment.
Exhibit 8 Stock Purchase Agreement dated September 24, 2004 between Valhi,
Inc. and Valcor, Inc., as sellers, and NL Industries, Inc., as
purchaser, incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K that NL Industries, Inc. filed with the
Securities and Exchange Commission on September 29, 2004. The
disclosure schedule attachment to this Exhibit 8 has not been
filed; upon request, the Reporting Persons will furnish
supplementally to the Securities and Exchange Commission a copy of
this attachment.
Exhibit 9 Promissory Note dated September 24, 2004 in the original
principal amount of $162,500,000.00 payable to the order of Valcor,
Inc. and executed by Kronos Worldwide, Inc., incorporated by
reference to Exhibit 99.1 to the Current Report on Form 8-K that NL
Industries, Inc. filed with the Securities and Exchange Commission
on September 29, 2004.
Exhibit 10 Promissory Note dated September 24, 2004 in the original
principal amount of $6,077,500.00 payable to the order of Valhi,
Inc. and executed by Kronos Worldwide, Inc., incorporated by
reference to Exhibit 99.2 to the Current Report on Form 8-K that NL
Industries, Inc. filed with the Securities and Exchange Commission
on September 29, 2004.
Exhibit 11 Subscription Agreement executed on October 5, 2004 but effective
as of October 1, 2004 among NL Industries, Inc., TIMET Finance
Management Company and CompX Group, Inc., incorporated by reference
to Exhibit 99.1 to the Current Report on Form 8-K that NL
Industries, Inc. filed with the Securities and Exchange Commission
on October 8, 2004. Certain of the exhibits to this Exhibit 11 have
been filed; upon request, the Reporting Persons will furnish
supplementally to the Securities and Exchange Commission a copy of
the omitted exhibits.
Exhibit 12 Voting Agreement executed on October 5, 2004 but effective as
of October 1, 2004 among NL Industries, Inc., TIMET Finance
Management Company and CompX Group, Inc., incorporated by reference
to Exhibit 99.2 to the Current Report on Form 8-K that NL
Industries, Inc. filed with the Securities and Exchange Commission
on October 8, 2004.
Exhibit 13 Certificate of Incorporation of CompX Group, Inc., incorporated by
reference to Exhibit 99.3 to the Current Report on Form 8-K that NL
Industries, Inc. filed with the Securities and Exchange Commission
on October 8, 2004.
Exhibit 14 Tax Agreement dated as of October 1, 2004 among NL Industries,
Inc., Contran Corporation and CompX International Inc.,
incorporated by reference to Exhibit 99.4 to the Current Report on
Form 8-K that NL Industries, Inc. filed with the Securities and
Exchange Commission on October 8, 2004.
Exhibit 15* Investment Property Pledge and Security Agreement dated as of
October 5, 2004 by CompX Group, Inc. to and in favor of Congress
Financial Corporation (Southwest).
- -----------
* Filed herewith.
INVESTMENT PROPERTY
PLEDGE AND SECURITY AGREEMENT
THIS INVESTMENT PROPERTY PLEDGE AND SECURITY AGREEMENT ("Pledge
Agreement"), dated as of October 5, 2004, is by, CompX Group, Inc., a Delaware
corporation ("Pledgor") to and in favor of Congress Financial Corporation
(Southwest), a Texas corporation ("Pledgee").
W I T N E S S E T H:
WHEREAS, Pledgor is the direct and beneficial owner of the cash and
securities accounts identified on Exhibit A hereto and titled in the name of
Pledgor (individually, each an "Account" and collectively, the "Accounts")
maintained by the brokerage institutions identified on Exhibit A hereto
(individually, each a "Broker" and collectively, "Brokers"); and
WHEREAS, a minority shareholder of Pledgor, TIMET Finance Management
Company ("TFMC"), has guaranteed certain obligations arising under certain
financing arrangements pursuant to which Secured Party may make loans and
advances and provide other financial accommodations to Titanium Metals
Corporation ("Timet") and Titanium Hearth Technologies, Inc., a Delaware
corporation ("THT", and together with Timet, individually each a "Borrower" and
collectively, "Borrowers") as set forth in the Loan and Security Agreement,
dated February 25, 2000, by and among Borrowers, certain guarantors identified
therein ("Guarantors", together with Borrowers, individually each a "Obligor"
and collectively, "Obligors") and Secured Party (as the same now exists or may
hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced, the "Loan Agreement") and the other agreements, documents and
instruments referred to therein or at any time executed and/or delivered in
connection therewith or related thereto, including, but not limited to, this
Agreement (all of the foregoing, together with the Loan Agreement, as the same
now exist or may hereafter be amended, modified, supplemented, extended,
renewed, restated or replaced, being collectively referred to herein as the
"Financing Agreements"); capitalized terms not otherwise defined herein shall
have the meanings set forth in the Loan Agreement;
WHEREAS, due to the close business and financial relationships between
Obligors and Pledgor, including without limitation the contribution to Pledgor
of the Pledged Property (as defined below), in consideration of the benefits
which will accrue to Pledgor and as an inducement for and in consideration of
Secured Party continuing to make loans and advances and providing other
financial accommodations to Borrowers pursuant to the Loan Agreement and the
other Financing Agreements, Pledgor has agreed to pledge to Pledgee, and grant
Pledgee, a security interest in and lien upon, all of its right, title and
interest in and to the Accounts and all financial assets at any time held
therein as set forth herein;
1
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Pledgor hereby agrees as follows:
1. GRANT OF SECURITY INTEREST
As collateral security for the prompt performance, observance and
indefeasible payment in full of all of the Obligations (as hereinafter defined),
Pledgor hereby assigns, pledges, hypothecates, transfers and sets over to
Pledgee and grants to Pledgee a security interest in and lien upon the following
(collectively, the "Pledged Property"): (a) all right, title and interest of
Pledgor in and to the Accounts as the same may now or hereafter be constituted,
now existing or hereafter arising; (b) all cash, securities, commodities
contracts, instruments, documents, general intangibles, financial assets or
other investment property, held in or payable from, or credited to, any Account,
now existing or hereafter arising or acquired; (c) all reinvestments,
roll-overs, substitutions and exchanges for any and all of the foregoing, and
all monies and proceeds due or to become due thereon, including, but not limited
to, any and all dividends, interest, profits interests, profits, redemptions,
warrants, subscription rights, stock, securities options, and other
distributions whether of cash or other property, now or hereafter distributed or
which may hereafter be earned by or delivered for any Account; (d) any rights
incidental or related to the ownership of any of the foregoing, such as voting,
conversion and registration rights and rights of recovery for securities law
violations; and (e) all books and records relating to the foregoing; and (f) the
proceeds of all of the foregoing.
2. OBLIGATIONS SECURED
The security interest, lien and other interests granted to Pledgee pursuant
to this Pledge Agreement shall secure the prompt performance and payment in full
of any and all obligations, liabilities and indebtedness of every kind, nature
and description owing by any Obligor to Pledgee, including principal, interest,
charges, fees, costs and expenses however evidenced, whether as principal,
surety, endorser, guarantor or otherwise, arising under the Loan Agreement or
any of the other Financing Agreements, whether now existing or hereafter
arising, whether arising before, during or after the initial or any renewal term
of the Loan Agreement or after the commencement of any case with respect to
Pledgor or any Obligor under the United States Bankruptcy Code or any similar
statute (including, without limitation, the payment of interest and other
amounts which would accrue and become due but for the commencement of such
case), whether direct or indirect, absolute or contingent, joint or several, due
or not due, primary or secondary, liquidated or unliquidated, or secured or
unsecured (all of the foregoing being collectively referred to herein as the
"Obligations").
3. REPRESENTATIONS, WARRANTIES AND COVENANTS
Pledgor hereby represents, warrants and covenants with and to Pledgee the
following (all of such representations, warranties and covenants being
continuing so long as any of the Obligations are outstanding):
(a) Each Broker has established and maintains, and Pledgor shall cause each
Broker to maintain, the Account next to its name on Exhibit A hereto in the name
of Pledgor.
2
(b) Pledgor has executed and delivered, or will execute and deliver, to
Pledgee Investment Property Control Agreements in favor of Pledgee in the form
of Exhibit B hereto and has caused, or will cause, each Broker to execute and
deliver such agreement to Pledgee (as the same now exists or may hereafter be
amended, modified, supplemented, extended, renewed, restated or replaced,
individually each a "Control Agreement" and collectively, the "Control
Agreements").
(c) To the best of the knowledge of Pledgor, (i) each Broker is a business
corporation which in the ordinary course of its business maintains securities
for its customers and maintains securities accounts in the name of such
customers reflecting ownership of or interests in such securities and all
records relating to such accounts, (ii) each Broker has identified and
registered (by book-entry or otherwise) the financial assets in the Account
maintained by it on its books and records as belonging to Pledgor, and (iii)
each Broker has registered in its records the interests of Pledgee in such
Account.
(d) Pledgor has all requisite power and authority to enter into this Pledge
Agreement and the Control Agreements, to pledge the Pledged Property for the
purposes described herein and to carry out the transactions contemplated by this
Pledge Agreement and the Control Agreements.
(e) All Pledged Property is directly, legally and beneficially owned by
Pledgor free and clear of any pledge, mortgage, hypothecation, lien, charge,
encumbrance or any security interest or the proceeds thereof, except for the
security interest granted to the Pledgee hereunder, as provided in the Control
Agreement with respect to each Broker.
(f) The execution, delivery and performance by Pledgor of this Pledge
Agreement and the Control Agreements have been duly and properly authorized and
does not and will not result in any violation of any agreement, indenture or
other instrument, license, judgment, decree, order, law, statute, ordinance or
other governmental rule or regulation applicable to Pledgor.
(g) Upon delivery of the duly executed Control Agreements to Pledgee, this
Pledge Agreement together with the applicable Control Agreement creates and
grants a valid first lien on and perfected security interest in each Account and
the proceeds thereof.
(h) The securities entitlements credited to any Account are valid and
genuine and Pledgor has provided, and upon request agrees to provide, Pledgee
with a complete and accurate statement of the financial assets and the money
credited to such Account as of the date hereof.
(i) Pledgor shall not, directly or indirectly, sell, convey, or otherwise
dispose of or withdraw any money, securities or property from any Account or any
interest in such Account, nor shall Pledgor create, incur or permit to exist any
pledge, mortgage, lien, charge, encumbrance or any security interest whatsoever
with respect to any of the Pledged Property or the proceeds thereof other than
the pledge and security interest in favor of Pledgee or the liens permitted each
Broker under the applicable Control Agreement, provided, that, (A) Pledgor may
make trades in the Accounts with respect to the CIX Minority Shares (as such
terms is defined in the Consent to CompX Stock Transfer, dated as of October __,
2004, by and among Borrowers, Pledgor, the other Guarantors and Pledgee) before
(but not after) the occurrence of an Event of Default, but subject to the
proceeds of any such trades remaining in the Accounts unless withdrawn from such
Account to the extent permitted under the applicable Control Agreement and (B)
Pledgor may withdraw funds from each Account to the extent permitted under the
applicable Control Agreement.
3
(j) Pledgor shall not modify or terminate the Control Agreements or
Pledgor's customer agreement with each Broker under which the Accounts were
established.
(k) Pledgor shall, at it own expense, (i) defend Pledgee's right, title,
special property and security interest in and to the Pledged Property against
the claims of any person, (ii) deliver any certificate or instrument
constituting or representing any of the Pledged Property that it may obtain
possession of to a Broker for credit to any Account, duly endorsed in blank
without restriction, with a signature guaranty acceptable at the New York Stock
Exchange and with all necessary transfer tax stamps affixed, and (iii) deliver
to each Broker any endorsements or instruments which may be necessary or
desirable to transfer any financial assets held by such Broker which are
registered in the name of, payable to the order of, or specially endorsed to
Pledgor, to such Broker or its securities intermediary or to one of their
respective nominees.
(l) Any cash, checks or other instruments or items received by Pledgor or
Pledgee relating to the matured Pledged Securities, and such amounts shall be
reinvested in the Accounts or may be withdrawn from the Accounts to the extent
permitted under the Control Agreements.
(m) To the extent necessary to give effect to the foregoing authorizations
and subject to the terms of this Pledge Agreement, Pledgor hereby appoints
Pledgee as lawful attorney in fact for the purposes of reinvesting the proceeds
of any Pledged Property and receiving and receipting for any cash, checks, or
other instruments or items relating thereto.
(n) The Pledged Property is not registered, nor has Pledgor authorized the
registration thereof, in the name of any person or entity other than Pledgor,
Pledgee or the applicable Broker.
(o) The Pledged Property is not subject to any restrictions relative to the
transfer thereof (other than any restrictions under federal or state securities
or other similar laws that are applicable thereto, if any, and other than the
restrictions under that certain Subscription Agreement, dated as of October 1,
2004, by and between NL Industries, Inc., TFMC and Pledgor in the form delivered
to Lender prior to the dater hereof) and Pledgor has the right to transfer and
hypothecate to the Pledgee the Pledged Property free and clear of any liens,
encumbrances or restrictions.
(p) The Pledged Property is duly and validly pledged to Pledgee and no
consent or approval of any governmental or regulatory authority or of any
securities exchange or the like, nor any consent or approval of any other third
party, was or is necessary to the validity and enforceability of this Pledge
Agreement.
(q) Pledgor authorizes Pledgee to perform any and all acts which Pledgee in
good faith deems reasonable and/or necessary for the protection and preservation
of the Pledged Property or its value or Pledgee's security interest therein, and
pay any charges or expenses which Pledgee deems necessary for the foregoing
purpose, but without any obligation to do so. Any obligation of Pledgee for
reasonable care for the Pledged Property in Pledgee's possession shall be
limited to the same degree of care which Pledgee uses for similar property
pledged to Pledgee by other persons.
4
(r) Pledgor shall pay all charges and assessments of any nature against the
Pledged Property or with respect thereto prior to said charges and/or
assessments being delinquent.
(s) Pledgor shall promptly reimburse Pledgee on demand, together with
interest at the rate then applicable to the indebtedness of Pledgor to Pledgee
set forth in the Loan Agreement, for any charges, assessments or expenses paid
or incurred by Pledgee in its discretion for the protection, preservation and
maintenance of the Pledged Property and the enforcement of Pledgee's rights
hereunder, including, without limitation, attorneys' fees and legal expenses
incurred by Pledgee in seeking to protect, collect or enforce its rights in the
Pledged Property or otherwise hereunder.
(t) Pledgor shall furnish, or cause to be furnished, to Pledgee such
information concerning the Pledged Property as Pledgee may from time to time
request.
(u) From and after the occurrence and during the continuance of an Event of
Default, Pledgee may notify any appropriate transfer agent of the Pledged
Securities to register the security interest and pledge granted herein and honor
the rights of Pledgee with respect thereto.
(v) Pledgor waives: (i) all rights to require Pledgee to proceed against
any other person, entity or collateral or to exercise any remedy, (ii) the
defense of the statute of limitations in any action upon any of the Obligations,
(iii) any rights to notice of any kind or nature whatsoever, unless specifically
required in this Pledge Agreement or non-waivable under any applicable law, and
(iv) to the extent permissible, its rights under Section 9-207 of the Uniform
Commercial Code. Pledgor agrees that the Pledged Property, other collateral, or
any other guarantor or endorser may be released, substituted or added with
respect to the Obligations, in whole or in part, without releasing or otherwise
affecting the liability of Pledgor, the pledge and security interests granted
hereunder, or this Pledge Agreement. Pledgee is entitled to all of the benefits
of a secured party set forth in Section 9-207 of the Uniform Commercial Code.
(w) Subject to the terms of the Control Agreements and the Loan Agreement,
unless and until an Event of Default exists or has occurred and is continuing,
Pledgor shall retain the right to vote any securities in the Accounts, exercise
any rights of conversion, redemption, exchange, subscription, registration or
any other rights, privileges or options with respect thereto, give all consents,
waivers and ratifications in respect thereof and otherwise act with respect
thereto as the owner of thereof, including without limitation issuing
entitlement orders and otherwise transferring or disposing of the Pledged
Property to the extent permitted under the applicable Control Agreement.
5
4. ADDITIONAL WAIVERS AND CONSENTS.
(a) Notice of acceptance of this Pledge Agreement, the making of loans and
advances and providing other financial accommodations to Borrowers and
presentment, demand, protest, notice of protest, notice of nonpayment or default
and all other notices to which Obligors or Pledgor is entitled are hereby waived
by Pledgor. Pledgor also waives notice of and hereby consents to, (i) any
amendment, modification, supplement, extension, renewal, or restatement of the
Loan Agreement and any of the other Financing Agreements, including, without
limitation, extensions of time of payment of or increase or decrease in the
amount of any of the Obligations, the interest rate, fees, other charges, or any
collateral, shall apply to the Loan Agreement and the other Financing Agreements
and the Obligations as so amended, modified, supplemented, renewed, restated or
extended, increased or decreased, (ii) the taking, exchange, surrender and
releasing of collateral or guarantees now or at any time held by or available to
Lender for the obligations of Borrowers or any other Obligors or any other party
who is the owner of any property which is security for the Obligations, (iii)
the exercise of, or refraining from the exercise of any rights against Borrowers
or any other Obligor or any collateral, (iv) the settlement, compromise or
release of, or the waiver of any default with respect to, any of the Obligations
and (v) any financing by Lender of Borrowers or any Obligor under Section 364 of
the United States Bankruptcy Code or consent to the use of cash collateral by
Lender under Section 363 of the United States Bankruptcy Code. Pledgor agrees
that the amount of the Obligations shall not be diminished and the liability of
Pledgor hereunder shall not be otherwise impaired or affected by any of the
foregoing.
(b) No invalidity, irregularity or unenforceability of all or any part of
the Obligations shall affect, impair or be a defense to this Pledge Agreement,
nor shall any other circumstance which might otherwise constitute a defense
available to or legal or equitable discharge of Borrowers in respect of any of
the Obligations, or Pledgor in respect of this Pledge Agreement, affect, impair
or be a defense to this Pledge Agreement. Without limitation of the foregoing,
the liability of Pledgor hereunder shall not be discharged or impaired in any
respect by reason of any failure by Lender to perfect or continue perfection of
any lien or security interest in any collateral or any delay by Lender in
perfecting any such lien or security interest. As to interest, fees and
expenses, whether arising before or after the commencement of any case with
respect to any Obligor under the United States Bankruptcy Code or any similar
statute, Pledgor shall be liable therefor, even if such Obligors' liability for
such amounts does not, or ceases to, exist by operation of law. Pledgor
acknowledges that Lender has not made any representations to Pledgor with
respect to any Obligor or otherwise in connection with the execution and
delivery by Pledgor of this Pledge Agreement and Pledgor is not in any respect
relying upon Lender or any statements by Lender in connection with this Pledge
Agreement.
(c) Unless and until the indefeasible payment and satisfaction in full of
all of the Obligations in immediately available funds and the termination of the
financing arrangements of Lender with Borrowers, Pledgor hereby irrevocably and
unconditionally waives and relinquishes (i) all statutory, contractual, common
law, equitable and all other claims against Borrowers, any collateral for the
Obligations or other assets of Borrowers or any other Obligor, for subrogation,
reimbursement, exoneration, contribution, indemnification, setoff or other
recourse in respect to sums paid or payable to Lender by Pledgor hereunder and
(ii) any and all other benefits which Pledgor might otherwise directly or
indirectly receive or be entitled to receive by reason of any amounts paid by or
collected or due from Pledgor, Borrowers or any other Obligor upon the
Obligations or realized from their property.
6
5. RIGHTS AND REMEDIES
At any time an Event of Default (as defined in the Loan Agreement) exists
or has occurred and is continuing, in addition to all other rights and remedies
of Pledgee, whether provided under this Pledge Agreement, the Loan Agreement,
the other Financing Agreements, applicable law or otherwise, Pledgee shall have
the following rights and remedies which may be exercised without notice to, or
consent by, Pledgor except as such notice or consent is expressly provided for
hereunder:
(a) Pledgee, at its option, shall be empowered to exercise its continuing
right to instruct any Broker to register any or all of the Pledged Property in
the name of Pledgee or in the name of Pledgee's nominee and Pledgee may
complete, in any manner Pledgee may deem expedient, any and all stock powers,
assignments or other documents heretofore or hereafter executed in blank by
Pledgor and delivered to Pledgee and Pledgee may send the Notice of Exclusive
Control (as such term is defined in the applicable Control Agreement) to the
broker under any Control Agreement. Pledgee may vote any securities in any
Account (whether or not so transferred) and give all consents, waivers and
ratifications in respect thereof and otherwise act with respect thereto as
though it were the outright owner thereof (Pledgor hereby irrevocably
constituting and appointing Pledgee, with full power of substitution, the proxy
and attorney-in-fact of Pledgor for such purposes). After said instruction, and
without further notice, Pledgee shall have the exclusive right to exercise any
and all corporate rights with respect to the Accounts and any of the other
Pledged Property, including, all rights of conversion, redemption, exchange,
subscription or any other rights, privileges, or options pertaining to any of
the Pledged Property as if Pledgee were the absolute owner thereof. Upon the
exercise of any such rights, privileges or options by Pledgee, Pledgee shall
have the right to transfer, or cause any Broker to transfer, deposit and deliver
any and all of the Pledged Property to any committee, depository, transfer
agent, registrar or other designated agency upon such terms and conditions as
Pledgee may determine, all without liability, except to account for property
actually received by Pledgee. However, Pledgee shall have no duty to exercise
any of the aforesaid rights, privileges or options (all of which are exercisable
in the sole discretion of Pledgee) and shall not be responsible for any failure
to do so or delay in doing so.
(b) Pledgee may, at its option, require all cash dividends payable with
respect to any securities in any Account be paid to Pledgee as additional
collateral security, or, in Pledgee's discretion for application to the
Obligations, in such order and manner as Pledgee may determine.
(c) Pledgee may, in its discretion: (i) deliver a notice of exclusive
control under any Control Agreement, (ii) cause the Accounts to be registered in
Pledgee's sole name or transfer any Account to another broker/dealer to be held
in Pledgee's sole name, (iii) remove any items of Pledged Property from any
Account and register same in Pledgee's name or in the name of its broker/dealer,
nominee or agent or any of their nominees, (iv) exchange certificates
representing any of the Pledged Property for certificates of larger or smaller
denominations, (v) collect, including by legal action, any notes, instruments,
checks or other evidences of payment obligations included in the Pledged
Property and compromise or settle same with the relevant obligor and (vi) cause
any Broker or any other broker/dealer, agent or nominee aforesaid, to dispose of
any Pledged Property with the proceeds thereof to be applied to the Obligations
in such order and manner as Pledgee may determine.
7
(d) In addition to all the rights and remedies of a secured party under the
Uniform Commercial Code or other applicable law, Pledgee shall have the right,
at any time and without demand of performance or other demand, advertisement or
notice of any kind (except the notice specified below of time and place of
public or private sale) to or upon Pledgor or any other person (all and each of
which demands, advertisements and/or notices are hereby expressly waived to the
extent permitted by applicable law), to proceed forthwith to collect, redeem,
recover, receive, appropriate, realize, sell, or otherwise dispose of and
deliver said Pledged Property or any part thereof in one or more lots at public
or private sale or sales at any exchange, broker's board or at any of Pledgee's
offices or elsewhere at such prices and on such terms as Pledgee may deem best.
The foregoing disposition(s) may be for cash or on credit or for future delivery
without assumption of any credit risk, with Pledgee having the right to purchase
all or any part of said Pledged Property so sold at any such sale or sales,
public or private, free of any right or equity of redemption in Pledgor, which
right or equity is hereby expressly waived or released by Pledgor. The proceeds
of any such collection, redemption, recovery, receipt, appropriation,
realization, sale or other disposition, after deducting all costs and expenses
of every kind incurred relative thereto or incidental to the care, safekeeping
or otherwise of any and all Pledged Property or in any way relating to the
rights of Pledgee hereunder, including attorneys' fees and legal expenses, shall
be applied first to the satisfaction of the Obligations (in such order as
Pledgee may elect and whether or not due) and then to the payment of any other
amounts required by applicable law, including Section 9-615 of the Uniform
Commercial Code, with Pledgor to be and remain liable for any deficiency.
Pledgor shall be liable to Pledgee for the payment on demand of all such costs
and expenses, together with interest at the then applicable rate set forth in
the Loan Agreement, and any attorneys' fees and legal expenses. Pledgor agrees
that ten (10) days prior written notice by Pledgee designating the place and
time of any public sale or of the time after which any private sale or other
intended disposition of any or all of the Pledged Property is to be made, is
reasonable notification of such matters.
(e) All of the Pledgee's rights and remedies, including, but not limited
to, the foregoing and those otherwise arising under this Pledge Agreement, the
Loan Agreement and the other Financing Agreements, the instruments comprising
the Pledged Property, applicable law or otherwise, shall be cumulative and not
exclusive and shall be enforceable alternatively, successively or concurrently
as Pledgee may deem expedient. No failure or delay on the part of Pledgee in
exercising any of its options, powers or rights or partial or single exercise
thereof, shall constitute a waiver of such option, power or right.
6. JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS; GOVERNING LAW
(a) The validity, interpretation and enforcement of this Pledge Agreement
and the other Financing Agreements and any dispute arising out of the
relationship between the parties hereto, whether in contract, tort, equity or
otherwise, shall be governed by the internal laws of the State of Texas, but
excluding any rule of law that would cause the application of the law of any
jurisdiction other than the laws of the State of Texas.
(b) Pledgor irrevocably consents and submits to the non-exclusive
jurisdiction of the District Court of the State of Texas and the United States
District Court for the Northern District of Texas and waives any objection based
on venue or forum non conveniens with respect to any action instituted therein
arising under this Pledge Agreement or any of the other Financing Agreements or
in any way connected with or related or incidental to the dealings of the
parties hereto in respect of this Pledge Agreement or any of the other Financing
Agreements or the transactions related hereto or thereto, in each case whether
now existing or hereafter arising, and whether in contract, tort, equity or
otherwise, and agrees that any dispute with respect to any such matters shall be
heard only in the courts described above (except that Pledgee shall have the
right to bring any action or proceeding against Pledgor or its property in the
courts of any other jurisdiction which Pledgee deems necessary or appropriate in
order to realize on the Pledged Property or to otherwise enforce its rights
against Pledgor or its property).
8
(c) Pledgor hereby waives personal service of any and all process upon it
and consents that all such service of process may be made by certified mail
(return receipt requested) directed to its address set forth herein and service
so made shall be deemed to be completed five (5) days after the same shall have
been so deposited in the U.S. mails, or, at Pledgee's option, by service upon
Pledgor in any other manner provided under the rules of any such courts. Except
as otherwise required by the applicable court, and only after an Event of
Default, within sixty (60) days after such service, Pledgor shall appear in
answer to such process, failing which Pledgor shall be deemed in default and
judgment may be entered by Pledgee against Pledgor for the amount of the claim
and other relief requested.
(d) PLEDGOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS PLEDGE AGREEMENT OR ANY OF THE
OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR
INCIDENTAL TO THE DEALINGS OF PLEDGOR AND PLEDGEE IN RESPECT OF THIS PLEDGE
AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED
HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. PLEDGOR HEREBY AGREES AND
CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED
BY COURT TRIAL WITHOUT A JURY AND THAT PLEDGOR OR PLEDGEE MAY FILE AN ORIGINAL
COUNTERPART OF A COPY OF THIS PLEDGE AGREEMENT WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO
TRIAL BY JURY.
(e) Pledgee shall not have any liability to Pledgor (whether in tort,
contract, equity or otherwise) for losses suffered by Pledgor in connection
with, arising out of, or in any way related to the transactions or relationships
contemplated by this Pledge Agreement, or any act, omission or event occurring
in connection herewith, unless it is determined by a final and non-appealable
judgment or court order binding on Pledgee, that the losses were the result of
acts or omissions constituting gross negligence or willful misconduct. In any
such litigation, Pledgee shall be entitled to the benefit of the rebuttable
presumption that it acted in good faith and with the exercise of ordinary care
in the performance by it of the terms of this Pledge Agreement.
7. MISCELLANEOUS
(a) Pledgor agrees that at any time and from time to time upon the written
request of Pledgee, Pledgor shall execute and deliver such further documents,
including, but not limited to, irrevocable proxies or stock powers, in form
satisfactory to counsel for Pledgee, and will take or cause to be taken such
further acts as Pledgee may request in order to effect the purposes of this
Pledge Agreement and perfect or continue the perfection of the security interest
in the Pledged Property granted to Pledgee hereunder.
9
(b) Beyond the exercise of reasonable care to assure the safe custody of
the Pledged Property (whether such custody is exercised by Pledgee, or Pledgee's
nominee, agent or bailee) Pledgee or Pledgee's nominee agent or bailee shall
have no duty or liability to protect or preserve any rights pertaining thereto
and shall be relieved of all responsibility for the Pledged Property upon
surrendering it to Pledgor or foreclosure with respect thereto.
(c) All notices, requests and demands to or upon the respective parties
hereto shall be in writing and shall be deemed to have been duly given or made:
if delivered in person, immediately upon delivery; if by telex, telegram or
facsimile transmission, immediately upon sending and upon confirmation of
receipt; if by nationally recognized overnight courier service with instructions
to deliver the next business day, one (1) business day after sending; and if by
registered or certified mail, return receipt requested, five (5) days after
mailing. All notices, requests and demands upon the parties are to be given to
the following addresses (or to such other address as any party may designate by
notice in accordance with this Section):
If to Pledgor: CompX Group, Inc.
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
Telephone No.: 972-233-1700
Telecopy No.: 972-448-1445
Attention: General Counsel
With a copy to: Titanium Metals Corporation
1999 Broadway, Suite 4300
Denver, Colorado 80202
Telephone No.: 303-296-5600
Telecopy No.: 303-291-2990
Attention: General Counsel
If to Secured Party: Congress Financial Corporation (Southwest)
Heritage Square II
5001 LBJ Freeway
Suite 1050
Dallas, Texas 75244
Telephone No.: 214-761-9044
Telecopy No.: 214-748-9118
Attention: Portfolio Manager - Timet
10
(d) All references to the plural herein shall also mean the singular and to
the singular shall also mean the plural. All references to Pledgor, Pledgee and
Broker pursuant to the definitions set forth in the recitals hereto, or to any
other person herein, shall include their respective successors and assigns. The
words "hereof," "herein," "hereunder," "this Pledge Agreement" and words of
similar import when used in this Pledge Agreement shall refer to this Pledge
Agreement as a whole and not any particular provision of this Pledge Agreement
and as this Pledge Agreement now exists or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced. An Event of Default shall
exist or continue or be continuing until such Event of Default is waived in
accordance with Section 6(g) hereof or cured in a manner satisfactory to Pledgee
in good faith, if such Event of Default is capable of being cured as determined
by Pledgee in good faith. All references to the term "Person" or "person" herein
shall mean any individual, sole proprietorship, partnership, corporation
(including, without limitation, any corporation which elects subchapter S status
under the Internal Revenue Code of 1986, as amended), limited liability company,
limited liability partnership, business trust, unincorporated association, joint
stock company, trust, joint venture or other entity or any government or any
agency, instrumentality or political subdivision thereof.
(e) This Pledge Agreement, the other Financing Agreements and any other
document referred to herein or therein shall be binding upon Pledgor and its
successors and assigns and inure to the benefit of and be enforceable by Pledgee
and its successors and assigns.
(f) If any provision of this Pledge Agreement is held to be invalid or
unenforceable, such invalidity or unenforceability shall not invalidate this
Pledge Agreement as a whole, but this Pledge Agreement shall be construed as
though it did not contain the particular provision held to be invalid or
unenforceable and the rights and obligations of the parties shall be construed
and enforced only to such extent as shall be permitted by applicable law.
(g) Neither this Pledge Agreement nor any provision hereof shall be
amended, modified, waived or discharged orally or by course of conduct, but only
by a written agreement signed by an authorized officer of Pledgee. Pledgee shall
not, by any act, delay, omission or otherwise be deemed to have expressly or
impliedly waived any of its rights, powers and/or remedies unless such waiver
shall be in writing and signed by an authorized officer of Pledgee. Any such
waiver shall be enforceable only to the extent specifically set forth therein. A
waiver by Pledgee of any right, power and/or remedy on any one occasion shall
not be construed as a bar to or waiver of any such right, power and/or remedy
which Pledgee would otherwise have on any future occasion, whether similar in
kind or otherwise.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, Pledgor has executed this Pledge Agreement as of the
day and year first above written.
COMPX GROUP, INC.
By:
Title:
11
EXHIBIT A
TO
INVESTMENT PROPERTY PLEDGE
AND SECURITY AGREEMENT
----------------------
Broker Account Number
------ --------------
First Southwest Company ____________
JonesTrading Institutional Services LLC ____________
A-1
EXHIBIT B
TO
INVESTMENT PROPERTY PLEDGE
AND SECURITY AGREEMENT
----------------------
[Copies of Investment Property Control Agreements]
B-1