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) 05/30/2006
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
X |
Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
Amount |
(A) or (D) |
Price |
Class A Common Stock $0.01 par value |
05/30/2006 |
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J
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5,000 |
A |
$15.25
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334,804 |
I |
by NL
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Class A Common Stock $0.01 par value |
05/31/2006 |
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J
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400 |
A |
$15.5
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335,204 |
I |
by NL
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Class A Common Stock $0.01 par value |
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483,600 |
I |
by TFMC
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Class A Common Stock $0.01 par value |
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2,586,820 |
I |
by CGI
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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*
THREE LINCOLN CENTER |
5430 LBJ FREEWAY SUITE 1700 |
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(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*
TITANIUM METALS CORP |
1999 BROADWAY SUITE 4300 |
(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*
THREE LINCOLN CENTRE |
5430 LBJ FREEWAY STE 1700 |
(Street)
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Explanation of Responses: |
Remarks: |
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A. Andrew R. Louis, Secretary, for Contran Corporation |
06/01/2006 |
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A. Andrew R. Louis, Secretary, for Valhi, Inc. |
06/01/2006 |
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A. Andrew R. Louis, Secretary, for Dixie Rice Agricultural Corporation, Inc. |
06/01/2006 |
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A. Andrew R. Louis, Secretary, for Southwest Louisisana Land Company, Inc. |
06/01/2006 |
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Gregory M. Swalwell, Vice President, TIMET Finance Management Company |
06/01/2006 |
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A. Andrew R. Louis, Secretary, for Titanium Metals Corporation |
06/01/2006 |
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A. Andrew R. Louis, Secretary, for National City Lines, Inc. |
06/01/2006 |
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A. Andrew R. Louis, Secretary, for NL Industries, Inc. |
06/01/2006 |
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A. Andrew R. Louis, Secretary, for CompX Group, Inc. |
06/01/2006 |
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A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons |
06/01/2006 |
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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"), TIMET Finance Management Company ("TFMC"), NL
Industries, Inc. ("NL"), Harold C. Simmons and his spouse are the direct holders
of 49.4%, 9.2%, 6.4%, 1.1% and 0.4% 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 issuers 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
issuers 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 82.6% 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 33.3%, 12.4%, 10.2%, 3.9%
and 2.8%, respectively, of the outstanding shares of common stock of TIMET. The
ownership of Ms. Simmons includes 21,333,333 shares of TIMET common stock that
she has the right to acquire upon conversion of 1,600,000 shares of TIMET 6-3/4%
Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A
Preferred Stock"), that she holds directly. The ownership of Valhi includes
196,000 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 Ms. Simmons and
Valhi assumes the full conversion of only the shares of Series A Preferred Stock
owned by her or Valhi, respectively.
NL and TFMC are the direct holders of 82.4% and 17.6%, respectively, of the
outstanding common stock of CGI. Valhi and TFMC are the direct holders of 83.1%
and 0.5%, respectively, of the outstanding common stock of NL.
Valhi is the direct holder of 100% of the outstanding membership interests
of Tremont. Valhi Holding Company ("VHC"), the Harold Simmons Foundation, Inc.
(the "Foundation"), the Contran Deferred Compensation Trust No. 2 (the "CDCT No.
2") and the CMRT are the direct holders of 91.7%, 0.9%, 0.4% and 0.1%,
respectively, of the common stock of Valhi. Valhi Group, Inc. ("VGI"), National
City Lines, Inc. ("National") and Contran Corporation ("Contran") are the direct
holders of 87.4%, 10.3% and 2.3%, respectively, of the outstanding common stock
of VHC. National, NOA, Inc. ("NOA") and Dixie Holding Company ("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 Louisiana Land Company, Inc. ("Southwest") are
the direct holders of approximately 49.9% and 50.1%, respectively, of the
outstanding common stock of NOA. Dixie Rice Agricultural Corporation, Inc.
("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. Contran is also the holder of approximately 88.9% of the outstanding
common stock of Southwest.
Substantially all of Contran's outstanding voting stock is held by trusts
established for the benefit of certain children and grandchildren of Harold C.
Simmons (the "Trusts"), of which Mr. Simmons is the sole trustee, or is held by
Mr. Simmons or persons or other entities related to Mr. Simmons. As sole trustee
of the Trusts, Mr. Simmons has the power to vote and direct the disposition of
the shares of Contran stock held by the Trusts. Mr. Simmons, however, disclaims
beneficial ownership of any shares of Contran stock that the Trusts hold.
The Foundation directly holds approximately 0.9% of the outstanding shares
of Valhi common stock. The Foundation is a tax-exempt foundation organized for
charitable purposes. Harold C. Simmons is the chairman of the board of the
Foundation.
The CDCT No. 2 directly holds approximately 0.4% of the outstanding Valhi
common stock. U.S. Bank National Association serves as the trustee of the CDCT
No. 2. Contran established the CDCT No. 2 as an irrevocable rabbi trust to
assist Contran in meeting certain deferred compensation obligations that it owes
to Harold C. Simmons. If the CDCT No. 2 assets are insufficient to satisfy such
obligations, Contran is obligated to satisfy the balance of such obligations as
they come due. Pursuant to the terms of the CDCT No. 2, Contran (i) retains the
power to vote the shares of Valhi common stock held directly by the CDCT No. 2,
(ii) retains dispositive power over such shares and (iii) may be deemed the
indirect beneficial owner of such shares.
The CMRT directly holds approximately 10.2% of the outstanding shares of
TIMET common stock and 0.1% of the outstanding shares of Valhi common stock.
Contran sponsors the CMRT, which permits the collective investment by master
trusts that maintain the assets of certain employee benefit plans Contran 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 and a subsidiary of NL directly own 3,522,967 shares and 1,186,200
shares, respectively, of Valhi common stock. As already discussed, 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 chairman of the board of CGI, Tremont, Valhi, VHC,
VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest, TIMET 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, TFMC or NL.
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, 128,600 shares of TIMET common stock, 1,600,000 shares of TIMET
Series A Preferred Stock, 219,475 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.
Mr. Harold C. Simmons is the direct owner of 56,900 shares of Class A
Common Stock, 4,167,900 shares of TIMET common stock, 447,100 shares of NL
common stock (including stock options exerciseable for 2,000 shares) and 3,383
shares of Valhi common stock.
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
36,500 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 Valhi
common stock the trust holds. Mr. Simmons disclaims beneficial ownership of any
shares of Valhi common stock that this trust holds.