SEC FORM
4
SEC Form 4
FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden |
hours per response: |
0.5 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
COMPX INTERNATIONAL INC
[ CIX ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year) 04/25/2005
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
X |
Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
Amount |
(A) or (D) |
Price |
Class A Common Stock $0.01 par value |
04/25/2005 |
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J
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500 |
A |
$15.49
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391,200 |
I |
by TFMC
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Class A Common Stock $0.01 par value |
04/25/2005 |
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J
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15,700 |
A |
$15.5
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406,900 |
I |
by TFMC
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Class A Common Stock $0.01 par value |
04/27/2005 |
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J
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21,900 |
A |
$15
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428,800 |
I |
by TFMC
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Class A Common Stock $0.01 par value |
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2,586,820 |
I |
by TFMC
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
5430 LBJ FREEWAY |
SUITE 1700 |
(Street)
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1. Name and Address of Reporting Person*
5430 LBJ FREEWAY |
SUITE 1700 |
(Street)
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1. Name and Address of Reporting Person*
913 N MARKET ST |
SUITE 217 |
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
5430 LBJ FREEWAY |
SUITE 1700 |
(Street)
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1. Name and Address of Reporting Person*
5430 LBJ FREEWAY |
SUITE 1700 |
(Street)
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1. Name and Address of Reporting Person*
5430 LBJ FREEWAY, SUITE 1700 |
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(Street)
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1. Name and Address of Reporting Person*
5430 LBJ FREEWAY |
SUITE 1700 |
(Street)
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Explanation of Responses: |
Remarks: |
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A. Andrew R. Louis, Secretary, for Contran Corporation |
04/27/2005 |
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A. Andrew R. Louis, Secretary, for Valhi, Inc. |
04/27/2005 |
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A. Andrew R. Louis, Secretary, for Dixie Rice Agricultural Corporation, Inc. |
04/27/2005 |
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A. Andrew R. Louis, Secretary, for Southwest Louisiana Land Company, Inc. |
04/27/2005 |
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Gregory M. Swalwell, Vice President, TIMET Finance Management Company |
04/27/2005 |
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A. Andrew R. Louis, Assistant Secretary, for Titanium Metals Corporation |
04/27/2005 |
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A. Andrew R. Louis, Secretary, for National City Lines, Inc. |
04/27/2005 |
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A. Andrew R. Louis, Assistant Secretary, for NL Industries, Inc. |
04/27/2005 |
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A. Andrew R. Louis, Assistant Secretary, for CompX Group, Inc. |
04/27/2005 |
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A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons |
04/27/2005 |
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** Signature of Reporting Person |
Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v). |
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Additional Information
Exhibit 99 - Additional Information
CompX Group, Inc. ("CGI") and
TIMET Finance Management Company ("TFMC") are the direct holders of 49.8%
and 8.3%, respectively, of the outstanding shares of class A common stock, par
value $0.01 per share (the "Class A Common Stock"), of the issuer.
CGI holds 100%, or 10,000,000
shares, of the issuer's Class B Common Stock, par value $0.01 per share (the
"Class B Common Stock," and collectively with the Class A Common Stock, the
"Common Stock"). The description of the relative rights of the Common Stock
contained in the issuer's restated certificate of incorporation is hereby
incorporated herein by reference to Exhibit 3.1 of the issuer's Registration
Statement on Form S-1 (File No. 333-42643). As a result of its ownership of all
of the Class B Common Stock, CGI currently holds approximately 82.8% of the
combined voting power (97.5% for the election of directors) of all classes of
voting stock of the issuer.
Titanium Metals Corporation
("TIMET") is the direct holder of 100% of the outstanding common stock of
TFMC. Tremont LLC ("Tremont"), Harold C. Simmons' spouse, The Combined Master
Retirement Trust (the "CMRT"), Valhi, Inc. ("Valhi") and Harold C. Simmons are
the holders of approximately 39.5%, 14.3%, 12.0%, 4.5% and 0.1% respectively, of
the outstanding shares of common stock of TIMET. The ownership of Ms. Simmons 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 "TIMET Series A Preferred Stock"), that
she directly owns, which are convertible into 2,666,666 shares of TIMET's common
stock. The ownership of Valhi includes 24,500 shares of TIMET's common stock
that Valhi has the right to acquire upon conversion of 14,700 shares of TIMET
Series A Preferred Stock that Valhi directly holds. The percentage ownership of
TIMET's common stock held by Ms. Simmons and Valhi assumes the full conversion
of only the shares of TIMET Series A Preferred Stock owned by her or Valhi,
respectively.
Valhi is the direct holder of
100% of the outstanding membership interests of Tremont. VGI, National,
Contran, the Harold Simmons Foundation (the "Foundation"), the Contran Deferred
Compensation Trust No. 2 (the "CDCT No. 2") and the CMRT are the direct holders
of 79.1%, 9.3%, 2.1%, 0.9%, 0.4% and 0.1%, respectively, of the common stock of
Valhi. National, NOA and Dixie Holding are the direct holders of approximately
73.3%, 11.4% and 15.3%, respectively, of the outstanding common stock of VGI.
Contran and NOA are the direct holders of approximately 85.7% and 14.3%,
respectively, of the outstanding common stock of National. Contran and Southwest
are the direct holders of approximately 49.9% and 50.1%, respectively, of the
outstanding common stock of NOA. Dixie Rice is the direct holder of 100% of the
outstanding common stock of Dixie Holding. Contran is the holder of 100% of the
outstanding common stock of Dixie Rice and 88.9% of the outstanding common stock
of Southwest.
Substantially all of Contran's
outstanding voting stock is held by trusts established for the benefit of
certain children and grandchildren of Harold C. Simmons (the "Trusts"), of which
Mr. Simmons is the sole trustee, or is held by Mr. Simmons or persons or other
entities related to Mr. Simmons. As sole trustee of the Trusts, Mr. Simmons has
the power to vote and direct the disposition of the shares of Contran stock held
by the Trusts. Mr. Simmons, however, disclaims beneficial ownership of any
shares of Contran stock that the Trusts hold.
The Foundation directly holds
approximately 0.9% of the outstanding shares of Valhi common stock. The
Foundation is a tax-exempt foundation organized for charitable purposes. Harold
C. Simmons is the chairman of the board of the Foundation.
The CDCT No. 2 directly holds
approximately 0.4% of the outstanding Valhi common stock. U.S. Bank National
Association serves as the trustee of the CDCT No. 2. Contran established the
CDCT No. 2 as an irrevocable "rabbi trust" to assist Contran in meeting certain
deferred compensation obligations that it owes to Harold C. Simmons. If the CDCT
No. 2 assets are insufficient to satisfy such obligations, Contran is obligated
to satisfy the balance of such obligations as they come due. Pursuant to the
terms of the CDCT No. 2, Contran (i) retains the power to vote the shares of
Valhi common stock held directly by the CDCT No. 2, (ii) retains dispositive
power over such shares and (iii) may be deemed the indirect beneficial owner of
such shares.
The CMRT directly holds
approximately 12.0% of the outstanding shares of TIMET common stock and 0.1% of
the outstanding shares of Valhi common stock. Valhi established the CMRT as a
trust to permit the collective investment by master trusts that maintain the
assets of certain employee benefit plans Valhi and related companies adopt. Mr.
Simmons is the sole trustee of the CMRT and a member of the trust investment
committee for the CMRT. Mr. Simmons is a participant in one or more of the
employee benefit plans that invest through the CMRT.
NL Industries, Inc. ("NL") and
a subsidiary of NL directly own 3,522,967 shares and 1,186,200 shares,
respectively, of Valhi common stock. Valhi and TFMC are the direct holders of
approximately 83.1% and 0.5%, respectively, of the outstanding common stock of
NL. Pursuant to Delaware law, Valhi treats the shares of Valhi common stock that
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 vice
chairman of TIMET, chairman of the board of CGI, Tremont, Valhi, VGI, National,
NOA, Dixie Holding, Dixie Rice, Southwest and Contran and chairman of the board
and chief executive officer of NL.
By virtue of the holding of
the offices, the stock ownership and his service as trustee, all as described
above, (a) Mr. Simmons may be deemed to control the entities described above and
(b) Mr. Simmons and certain of such entities may be deemed to possess indirect
beneficial ownership of the shares of Class A or Class B Common Stock that are
directly held by CGI or TFMC. However, Mr. Simmons disclaims such
beneficial ownership of the shares of Class A or Class B Common Stock
beneficially owned, directly or indirectly, by any of such entities.
Harold C. Simmons' spouse is
the direct owner of 20,000 shares of Class A Common Stock, 1,600,000 shares
of TIMET Series A Preferred Stock, 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 securities. Mr. Simmons disclaims beneficial
ownership of all securities that his spouse holds directly.
A trust, of which Harold C. Simmons and
his spouse are trustees and the beneficiaries are the grandchildren of his
spouse, is the direct holder of 40,000 shares of the common stock of Valhi. Mr.
Simmons, as co-trustee of this trust, has the power to vote and direct the
disposition of the shares of the issuer's common stock the trust holds. Mr.
Simmons disclaims beneficial ownership of any shares of the issuer's common
stock that this trust holds.