SEC Filing Html Data
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the
Securities Exchange Act of 1934
(Amendment
No. 17)*
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
14, 2007
(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. o
*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
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
CompX
Group, Inc.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
2,586,820
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-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) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.4%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
CUSIP
No.
20563P 10 1
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
NL
Industries, Inc.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
Jersey
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
2,967,824
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
2,967,824
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,967,824
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.7%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
CUSIP
No.
20563P 10 1
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
TIMET
Finance Management Company
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
3,451,424
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
3,451,424
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,451,424
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
CUSIP
No.
20563P 10 1
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Titanium
Metals Corporation
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
3,451,424
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
3,451,424
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,451,424
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
CUSIP
No.
20563P 10 1
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Valhi,
Inc.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
3,451,424
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
3,451,424
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,451,424
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
CUSIP
No.
20563P 10 1
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Valhi
Holding Company
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
3,451,424
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
3,451,424
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,451,424
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
CUSIP
No. 20563P 10 1
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Valhi
Group, Inc.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Nevada
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
3,451,424
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
3,451,424
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,451,424
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
CUSIP
No. 20563P 10 1
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
National
City Lines, Inc.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
3,451,424
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
3,451,424
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,451,424
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
CUSIP
No. 20563P 10 1
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
NOA,
Inc.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
3,451,424
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
3,451,424
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,451,424
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
CUSIP
No. 20563P 10 1
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Dixie
Holding Company
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
3,451,424
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
3,451,424
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,451,424
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
CUSIP
No. 20563P 10 1
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Dixie
Rice Agricultural Corporation, Inc.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Louisiana
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
3,451,424
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
3,451,424
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,451,424
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
CUSIP
No. 20563P 10 1
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Southwest
Louisiana Land Company, Inc.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
3,451,424
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
3,451,424
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,451,424
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
CUSIP
No. 20563P 10 1
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Contran
Corporation
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
3,451,424
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
3,451,424
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,451,424
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
CUSIP
No. 20563P 10 1
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
The
Combined Master Retirement Trust
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
3,451,424
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
3,451,424
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,451,424
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
EP
|
||
CUSIP
No. 20563P 10 1
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Harold
Simmons Foundation, Inc.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
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) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
3,451,424
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
3,451,424
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,451,424
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.9%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
CUSIP
No. 20563P 10 1
|
1
|
NAMES
OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF SUCH PERSONS
(ENTITIES ONLY)
Harold
C. Simmons
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
PF
and OO
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e) o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
66,900
|
|
|
8
|
SHARED
VOTING POWER
3,471,424
|
||
|
9
|
SOLE
DISPOSITIVE POWER
66,900
|
||
|
10
|
SHARED
DISPOSITIVE POWER
3,471,424
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,900
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ý
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
||
AMENDMENT
NO. 17
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. As a result of the Company’s
repurchases of Class A Shares, the aggregate ownership of the outstanding Shares
of all of the reporting persons in this Statement increased by one percent
on
September 14, 2007.
|
Item
2.
|
Identity
and Background.
|
Item
2 is
amended as follows.
(a) The
following entities or person are filing this Statement (collectively, the
“Reporting Persons”):
|
·
|
CompX
Group, Inc. (“CGI”) as a direct holder of Class A
Shares;
|
|
·
|
NL
Industries, Inc. (“NL”) by virtue of its direct ownership of CGI
and as a direct holder of Class A
Shares;
|
|
·
|
TIMET
Finance Management Company (“TFMC”) by virtue of its direct
ownership of CGI and NL and as a direct holder of Class A
Shares;
|
|
·
|
Titanium
Metals Corporation (“TIMET”) by virtue of its indirect ownership
of CGI and NL and direct ownership of
TFMC;
|
|
·
|
Valhi,
Inc. (“Valhi”), Valhi Holding Company (“VHC”), 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
indirect ownership of CGI, TFMC and NL;
and
|
|
·
|
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,
TFMC, NL, Harold C. Simmons and his spouse, Annette C. Simmons, are direct
holders of 49.4%, 9.2%, 7.3%, 1.3% and 0.4%, respectively, of the 5,237,385
Class A Shares outstanding as of September 14, 2007 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 U.S. Securities and Exchange Commission (the “SEC”) on
February 4, 1998 (Reg. No. 333-42643), which is incorporated herein by
reference. As a result of its ownership of 49.4% of the Class A
Shares and 100% of the Class B Shares, CGI directly holds approximately 82.6%
of
the combined voting power (97.5% of the voting power 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 and TFMC are the direct holders of approximately 83.1% and
0.5%, respectively, of the outstanding shares of NL common stock and together
may be deemed to control NL. TIMET is the direct holder of 100% of
the outstanding shares of common stock of TFMC and may be deemed to control
TFMC.
VHC,
Annette C. Simmons, the CMRT, Harold C. Simmons, NL, NL Environmental Management
Services, Inc. (“NL EMS”), the Foundation, the Contran Amended and
Restated Deferred Compensation Trust (the “CDCT”), Valhi and The
Annette Simmons Grandchildren’s Trust (the “Grandchildren’s Trust”) are
the holders of approximately 30.9%, 11.6%, 9.5%, 3.2%, 1.0%, 0.3%, 0.2%, 0.1%,
less than 0.1% and less than 0.1%, respectively, of the outstanding shares
of
TIMET common stock. VHC may be deemed to control TIMET. NL
is the holder of 100% of the outstanding common stock of NL EMS and may be
deemed to control NL EMS. The ownership of TIMET common stock by Ms.
Simmons includes 20,824,200 shares of TIMET common stock that she has the right
to acquire upon conversion of 1,561,815 shares of TIMET’s 6¾% Series A
Convertible Preferred Stock, par value $0.01 per share (the “TIMET Series A
Preferred Stock”), that she directly holds. The percentage
ownership of TIMET common stock held by Ms. Simmons assumes the full conversion
of only the shares of TIMET Series A Preferred Stock she owns.
VHC,
the
Foundation, the CDCT and the CMRT are the direct holders of 92.4%, 0.9%, 0.4%
and 0.1%, respectively, of the outstanding shares of common stock of
Valhi. VHC may be deemed to control Valhi. VGI, National,
and Contran are the direct holders of 87.4%, 10.3% and 2.3%, respectively,
of
the outstanding shares of common stock of VHC. Together, VGI,
National, and Contran may be deemed to control VHC. 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 Southwest and may be deemed to control
each of them.
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 0.2% of the outstanding shares of TIMET
common stock and 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
directly holds approximately 0.1% of the outstanding shares of TIMET common
stock and 0.4% of the outstanding shares of Valhi common stock. U.S.
Bank National Association serves as the trustee of the CDCT. Contran
established the CDCT as an irrevocable “rabbi trust” to assist Contran in
meeting certain deferred compensation obligations that it owes to Harold C.
Simmons. If the CDCT 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, Contran (i) retains
the power to vote the shares of Valhi common stock held directly by the CDCT,
(ii) retains dispositive power over such shares and (iii) may be deemed the
indirect beneficial owner of such shares. This description of the
CDCT is qualified in its entirety by the terms of the trust agreement filed
as
Exhibit 1 to the Amendment 69 to the Schedule 13D relating to Valhi common
stock
and filed with the SEC on August 28, 2007, which agreement is incorporated
herein by reference.
The
CMRT
directly holds approximately 9.5% 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. Harold C. Simmons is the
sole trustee of the CMRT and a member of the 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.
NL
and NL
EMS directly own 3,522,967 shares and 1,186,200 shares, respectively, of Valhi
common stock. Pursuant to Delaware law, Valhi treats the shares of
Valhi common stock that NL and NL EMS 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
and
chairman of the board of CGI, TIMET, Valhi, VHC, 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, TFMC and NL. However, Mr. Simmons disclaims such beneficial
ownership of the Shares beneficially owned, directly or indirectly, by any
of
such entities.
Annette
C. Simmons is the direct owner of 20,000 Class A Shares, 343,675 shares of
TIMET
common stock, 1,561,815 shares of TIMET Series A Preferred Stock, 269,775 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. He disclaims beneficial ownership of all securities that
his spouse holds directly.
Harold
C.
Simmons is the direct owner of 66,900 Class A Shares, 5,127,974 shares of TIMET
common stock, 555,300 shares of NL common stock and 3,383 shares of Valhi common
stock.
The
Grandchildren’s Trust, of which Harold C. Simmons and Annette C. Simmons are
co-trustees and the beneficiaries of which are the grandchildren of Annette
C.
Simmons is the direct holder of 36,500 shares of Valhi common stock and 17,432
shares of TIMET common stock. Mr. Simmons disclaims beneficial
ownership of these shares.
Certain
information concerning the directors and executive officers of the Reporting
Persons, including offices held by Mr. Simmons, is set forth on Schedule
B attached hereto and incorporated herein by reference.
(d) None
of the Reporting Persons or, to the best knowledge of such persons, any of
the
persons named in Schedule B to this Statement has been
convicted in a criminal proceeding in the past five years (excluding traffic
violations or similar misdemeanors).
(e) None
of the Reporting Persons or, to the best knowledge of such persons, any person
named in Schedule B to this Statement, was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as
a
result of which such person was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) Harold
C. Simmons and all persons named on Schedule B to this
Statement are citizens of the United States, except as otherwise indicated
on
such Schedule.
|
Item
3.
|
Source
and Amount of Funds or Other
Consideration.
|
Item
3 is
amended as follows.
The
total
amount of funds Harold C. Simmons used to acquire the Class A Shares he
purchased as reported in Item 5(c) was $141,605 (including
commissions). He used his personal funds for such
purchases.
The
Reporting Persons understand that the funds required by each person named in
Schedule B to this Statement to acquire Shares were from such
person’s personal funds.
|
Item
4.
|
Purpose
of Transaction.
|
Item
4 is
amended as follows.
Mr.
Simmons purchased the Class A Shares reported in Item 5(c) in order to increase
his equity interest in the Company.
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.
Certain
of the persons named in Schedule B to this Statement, namely James W. Brown,
L.
Andrew Fleck, Robert D. Graham, Tim C. Hafer, J. Mark Hollingsworth, Keith
A.
Johnson, William J. Lindquist, A. Andrew R. Louis, Kelly D. Luttmer, Andrew
B.
Nace, Bobby D. O’Brien, Glenn R. Simmons, Harold C. Simmons, John A. St. Wrba,
Scott E. Sullivan, Gregory M. Swalwell and Steven L. Watson are officers and/or
directors of the Company or perform services for the Company as employees of
one
of the Company’s parent corporations and may acquire Class A Shares from time to
time pursuant to employee benefit plans that the Company sponsors or other
compensation arrangements with the Company or otherwise.
Except
as
described in this Item 4, none of the Reporting Persons nor, to the best
knowledge of such persons, any other person named in Schedule B to this
Statement has formulated any plans or proposals which relate to or would result
in any matter required to be disclosed in response to paragraphs (a) through
(j)
of Item 4 of Schedule 13D.
|
Item
5.
|
Interest
in Securities of the
Issuer.
|
Item
5 is
amended as follows.
(a) CGI,
TFMC, NL, Harold C. Simmons and Annette C. Simmons are the direct beneficial
owners of 2,586,820, 483,600, 381,004, 66,900, and 20,000 Class A Shares,
respectively. CGI also directly holds 10,000,000 Class B
Shares.
By
virtue
of the relationships described under Item 2 of this Statement:
(1) CGI
may be deemed to be the beneficial owner of the 2,586,820 Class A Shares
(approximately 49.4% of the Outstanding Class A Shares) and 10,000,000 Class
B
Shares (approximately 82.6% of the combined voting power, and 97.5% of the
voting power for the election of directors, of all classes of voting stock
of
the Company) that CGI holds directly;
(2) NL
may be deemed to be the beneficial owner of the 2,967,824 Class A Shares
(approximately 56.7% of the Outstanding Class A Shares) and 10,000,000 Class
B
Shares (approximately 85.1% of the combined voting power, and 97.8% of the
voting power for the election of directors, of all classes of voting stock
of
the Company) that CGI and NL hold directly;
(3) TFMC,
TIMET, Valhi, VHC, 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 3,451,424 Class A Shares (approximately 65.9% of the Outstanding
Class A Shares) and 10,000,000 Class B Shares (approximately 88.3% of the
combined voting power, and 98.3% of the voting power for the election of
directors, of all classes of voting stock of the Company) that CGI, TFMC and
NL
hold directly; and
(4) Harold
C. Simmons may be deemed to be the beneficial owner of the 3,538,324 Class
A
Shares (approximately 67.6% of the Outstanding Class A Shares) and 10,000,000
Class B Shares (approximately 88.8% of the combined voting power, and 98.4%
of
the voting power for the election of directors, of all classes of voting stock
of the Company) that CGI, TFMC, NL, he and his spouse hold
directly.
Except
to
the extent of the 60,900 Class A Shares he holds directly, Harold C. Simmons
disclaims beneficial ownership of all Shares.
The
Reporting Persons understand, based on ownership filings with the SEC or upon
information provided by the persons listed on Schedule B to this Statement,
that
such persons may be deemed to own beneficially the Class A Shares as indicated
on Schedule C to this Statement.
(b) By
virtue of the relationships described in Item 2 of this Statement:
(1) CGI
may be deemed to share the power to vote and direct the disposition of the
2,586,820 Class A Shares (approximately 49.4% of the Outstanding Class A Shares)
and 10,000,000 Class B Shares (approximately 82.6% of the combined voting power,
and 97.5% of the voting power for the election of directors, of all classes
of
voting stock of the Company) that CGI holds directly;
(2) NL
may be deemed to share the power to vote and direct the disposition of the
2,967,824 Class A Shares (approximately 56.7% of the Outstanding Class A Shares)
and 10,000,000 Class B Shares (approximately 85.1% of the combined voting power,
and 97.8% of the voting power for the election of directors, of all classes
of
voting stock of the Company) that CGI and NL hold directly;
(3) TFMC,
TIMET, Valhi, VHC, 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 3,451,424 Class A Shares (approximately
65.9% of the Outstanding Class A Shares) and 10,000,000 Class B Shares
(approximately 88.3% of the combined voting power, and 98.3% of the voting
power
for the election of directors, of all classes of voting stock of the Company)
that CGI, TFMC and NL hold directly;
(4) Harold
C. Simmons may be deemed to share the power to vote and direct the disposition
of the 3,471,424 Class A Shares (approximately 66.3% of the Outstanding Class
A
Shares) and 10,000,000 Class B Shares (approximately 88.4% of the combined
voting power, and 98.3% of the voting power for the election of directors,
of
all classes of voting stock of the Company) that CGI, TFMC, NL and his spouse
hold directly; and
(5) Harold
C. Simmons may be deemed to have the sole power to vote and direct the
disposition of the 66,900 Class A Shares (approximately 1.3% of the Outstanding
Class A Shares) that he directly holds.
(c) The
table below sets forth transactions in the Shares by the Reporting Persons
since
July 16, 2007, the 60th day prior
to the
date requiring the filing of this Amendment No. 17 to this
Statement. Harold C. Simmons was the only Reporting Person to have
transactions since July 16, 2007. He executed all of such
transactions, which were all purchases of Shares on the New York Stock
Exchange.
|
Date
|
Number
of
Shares
|
Price
Per Share ($)
(exclusive
of commissions)
|
||||||
|
08/03/07
|
1,000
|
$ |
13.85
|
|||||
|
08/03/07
|
200
|
$ |
13.98
|
|||||
|
08/03/07
|
2,700
|
$ |
14.00
|
|||||
|
08/03/07
|
100
|
$ |
13.99
|
|||||
|
08/03/07
|
2,000
|
$ |
13.95
|
|||||
|
08/03/07
|
1,900
|
$ |
14.25
|
|||||
|
08/03/07
|
2,000
|
$ |
14.50
|
|||||
|
08/03/07
|
100
|
$ |
13.80
|
|||||
(d) CGI,
TFMC, NL, Harold C. Simmons and his spouse each has the right to receive and
the
power to direct the receipt of dividends from, and proceeds from the sale of,
the Shares directly held by such entity or person.
(e) On
March 26, 2007, Tremont LLC, a wholly owned subsidiary of Valhi
(“Tremont”), paid a dividend to Valhi of 50,474,000 shares of TIMET
common stock. On that same day, Valhi used the shares of TIMET common
stock it received as a dividend from Tremont LLC and 6,315,383
Shares that Valhi owned directly to pay a special dividend of an
aggregate of 56,789,383
shares of TIMET common stock to Valhi’s stockholders of record as of the
close of business on March 12, 2007. As a result Tremont’s dividend,
Tremont ceased to hold an indirect interest in TIMET and TFMC and ceased to
be a
Reporting Person under this Statement.
On
September 12, 2007, Southwest Louisiana Land Company, Inc., a Louisiana
corporation, merged with and into Southwest Louisiana Land Company, Inc., a
Delaware corporation. The Delaware corporation survived the merger
and is the successor to the Louisiana corporation.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
|
Item
6 is
amended as follows.
As
discussed in prior amendments to this Statement, TIMET, TFMC and certain other
subsidiaries of TIMET were parties to a revolving credit and letter of credit
facility dated as of February 25, 2000, as amended and supplemented through
June
30, 2005 (the “Congress Facility”), with Congress Financial Corporation
(Southwest). CGI had pledged 2,242,820 Class A Shares under the
Congress Facility pursuant to an Investment Property Pledge and Security
Agreement dated as of October 5, 2004 executed CGI to and in favor of Congress
Financial Corporation (Southwest). Upon TIMET entering into a new
credit agreement with U.S. Bank National Association as agent for certain
lenders, the Congress Facility and the related Property Pledge and Security
Agreement were terminated on February 17, 2006.
As
discussed in prior amendments to this Statement, 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 SEC on
September 29, 2004. NL paid the purchase price by transferring
to:
|
·
|
Valcor
a 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. (the “Valcor Note”);
and
|
|
·
|
Valhi
a 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. (the “Valhi
Note”).
|
On
October 11, 2004, Valcor paid a dividend to Valhi in the form of the Valcor
Note
and on November 30, 2004, Kronos Worldwide paid Valhi in full for the amounts
owing under the Valcor and Valhi Notes.
Effective
January 1, 2006, the Contran Deferred Compensation Trust No. 1 (as amended
and
restated effective as of January 1, 2004) and the Contran Deferred Compensation
Trust No. 2 (as amended and restated effective as of January 1, 2004) were
combined, merged and consolidated into the CDCT with the surviving CDCT being
governed by the terms of the Contran Amended and Restated Deferred Compensation
Trust Agreement between Contran and U.S. Bank National Association (the
“CDCT Trust Agreement”). A copy of the CDCT Trust Agreement
was filed as Exhibit 1 to Amendment No. 69 to the Schedule 13D related to the
common stock of Valhi and filed with the SEC on August 28, 2007 by Contran,
Dixie Holding, Dixie Rice, National, NOA, Southwest, VGI, VHC and Harold C.
Simmons.
|
Item
7.
|
Material
to be Filed as Exhibits.
|
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 U.S. 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
U.S. Securities and Exchange Commission on March 23,
2004.
|
|
Exhibit
3
|
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 U.S. 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 U.S. Securities
and
Exchange Commission a copy of this attachment.
|
|
Exhibit
4
|
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 U.S. 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 U.S. Securities and Exchange
Commission a copy of the omitted exhibits.
|
|
Exhibit
5
|
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 U.S. Securities
and Exchange Commission on October 8, 2004.
|
|
Exhibit
6
|
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 U.S. Securities and Exchange Commission on October
8,
2004.
|
|
Exhibit
7
|
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 U.S. Securities and Exchange Commission on October
8,
2004.
|
|
Exhibit
8
|
Contran
Amended and Restated Deferred Compensation Trust effective as of
January
1, 2007 between Contran Corporation and U.S. Bank National Association,
incorporated by reference to Exhibit 1 to Amendment No. 69 to Schedule
13D
related to the common stock of Valhi, Inc. and filed with the U.S.
Securities and Exchange Commission on August 28, 2007 by Contran
Corporation, Dixie Holding Company, Dixie Rice Agricultural Corporation,
Inc., National City Lines, Inc., NOA, Inc., Southwest Louisiana Land
Company, Inc., Valhi Group, Inc., Valhi Holding Company and Harold
C.
Simmons.
|
|
|
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: September
24, 2007
/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: September
24, 2007
/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: September
24, 2007
/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, chief executive officer 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.
TITANIUM
METALS CORPORATION
VALHI
GROUP, INC.
VALHI
HOLDING COMPANY
VALHI,
INC.
GREGORY
M. SWALWELL, as vice president of each of:
COMPX
GROUP, INC.
NL
INDUSTRIES, INC.
TIMET
FINANCE MANAGEMENT COMPANY
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”), Valhi Holding Company (“VHC”) 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
|
|
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 Valhi.
|
|
James
W.
Brown
|
Vice
president, corporate finance of TIMET.
|
|
Keith
R. Coogan
(2)
|
Private
investor; director of Kronos Worldwide, Inc., a subsidiary of Valhi
(“Kronos Worldwide”), and TIMET
|
|
Norman
S. Edelcup
(3)
|
Mayor
of Sunny Isles Beach, Florida; director of CompX International Inc.,
a
subsidiary of NL (the “Company”), and Valhi; and trustee of the
Baron Funds, a mutual fund group.
|
|
L.
Andrew
Fleck
|
Vice
president of Dixie Rice and Southwest; real estate manager for
Contran.
|
|
Lisa
Simmons
Epstein
|
Director
and president of the Foundation.
|
|
Robert
D.
Graham
|
Vice
president of Contran, Dixie Holding, Dixie Rice, the Foundation,
National,
NOA, Southwest, Tremont, a wholly owned subsidiary of Valhi
(“Tremont”), Valhi, VGI and VHC; executive vice president of
TIMET; vice president and general counsel of Kronos Worldwide and
NL; and
vice president and general counsel of CGI.
|
|
Tim
C.
Hafer
|
Vice
president and controller of Kronos Worldwide and NL.
|
|
J.
Mark
Hollingsworth
|
Vice
president and general counsel of Contran, Dixie Holding, Dixie Rice,
National, NOA, Southwest, Tremont, Valhi, VGI and VHC; general counsel
of
the Foundation and the Company; trust counsel of The Combined Master
Retirement Trust, a trust Contran sponsors that permits the collective
investment by master trusts that maintain the assets of certain employee
benefit plans Contran and related companies adopt (the “CMRT”);
and acting general counsel of Keystone Consolidated Industries, Inc.,
a
subsidiary of Contran (“Keystone”).
|
|
Francis
B. Jacobs, II
(4)
|
Vice
president-client services of Stewart Management Company; and director,
vice president and assistant secretary of TFMC.
|
|
Keith
A.
Johnson
|
Controller
of the Foundation.
|
|
William
J.
Lindquist
|
Director
and senior vice president of Contran, Dixie Holding, National, NOA,
VGI
and VHC; senior vice president of Dixie Rice, Southwest, Tremont
and
Valhi; and a director of CGI.
|
|
A.
Andrew R.
Louis
|
Secretary
of CGI, Contran, the Company, Dixie Holding, Dixie Rice, Kronos Worldwide,
National, NL, NOA, Southwest, TIMET, Tremont, Valhi, VGI and
VHC.
|
|
Kelly
D.
Luttmer
|
Vice
president and tax director of Contran, CGI, the Company, Dixie Holding,
Dixie Rice, Kronos Worldwide, National, NL, NOA, Southwest, TIMET,
Tremont, Valhi, VGI and VHC.
|
|
Andrew
McCollam, Jr.
(5)
|
President
and a director of Southwest; director of Dixie Rice; and a private
investor.
|
|
W.
Hayden McIlroy
(6)
|
Private
investor primarily in real estate; and a director of Valhi and Cadco
Systems, Inc., a manufacturer of emergency alert
systems.
|
|
Cecil
H. Moore, Jr.
(7)
|
Director
of NL and Kronos Worldwide; and a private investor.
|
|
Andrew
B.
Nace
|
Vice
president and general counsel of TIMET.
|
|
Bobby
D.
O’Brien
|
Vice
president, chief financial officer and director of Dixie Holding,
National, NOA, VGI and VHC; executive vice president and chief financial
officer of TIMET; vice president and chief financial officer of Contran,
Dixie Rice, Southwest, Tremont and Valhi; and director of
CGI.
|
|
Glenn
R.
Simmons
|
Vice
chairman of the board of Contran, Dixie Holding, Dixie Rice, National,
NOA, Tremont, Valhi, VGI and VHC; chairman of the board of the Company
and
Keystone; director and executive vice president of Southwest; and
a
director of CGI, Kronos Worldwide, NL and TIMET.
|
|
Harold
C.
Simmons
|
Chairman
of the board of CGI, Contran, Dixie Holding, Dixie Rice, the Foundation,
National, NOA, Southwest, TIMET, Tremont, Valhi, VGI and VHC; chairman
of
the board and chief executive officer of Kronos Worldwide and NL;
and
trustee and member of the investment committee of the
CMRT.
|
|
Richard
A. Smith
(8)
|
Vice
president of Dixie Rice.
|
|
Thomas
P. Stafford
(9)
|
Director
of NL and TIMET; chairman of the NASA Advisory Council Task Force
on the
International Space Station Program.
|
|
John
A. St.
Wrba
|
Vice
president and treasurer of Contran, CGI, Dixie Holding, Dixie Rice,
Kronos
Worldwide, National, NL, NOA, Southwest, TIMET, Tremont, Valhi, VGI
and
VHC.
|
|
Scott
E.
Sullivan
|
Vice
president and controller of TIMET.
|
|
Gregory
M.
Swalwell
|
Vice
president and controller of Contran, Dixie Holding, National, NOA,
Southwest, Tremont, Valhi, VGI and VHC; vice president, finance and
chief
financial officer of CGI, Kronos Worldwide and NL; vice president
of Dixie
Rice and TIMET; and director, vice president and treasurer of
TFMC.
|
|
J.
Walter Tucker, Jr.
(10)
|
President,
treasurer and a director of Tucker & Branham, Inc., a mortgage
banking, insurance and real estate company; a director of Valhi;
and a
member of the investment committee of the CMRT.
|
|
Steven
L.
Watson
|
Director
and president of Contran, Dixie Holding, Dixie Rice, National, NOA,
VGI
and VHC; 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; vice chairman, president and chief executive officer
of
TIMET; and a director of CGI, the Company, Keystone and
NL.
|
|
Terry
N. Worrell
(11)
|
Director
of NL and TIMET; a private investor with Worrell Investments, Inc.,
a real
estate investment company.
|
|
Joan
L. Yori
(4)
|
Vice
president-client services of Stewart Management Company; and director,
president, secretary and assistant treasurer of TFMC.
|
|
Paul
J. Zucconi
(12)
|
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
address for Mr. Coogan is 5209 Englenook Court, Plano,
Texas 75023
|
|
(3)
|
The
principal business address for Mr. Edelcup is 17395 North Bay Road,
Suite
103, Sunny Isles Beach,
Florida 33160.
|
|
(4)
|
The
principal business address for Mr. Jacobs and Ms. Yori is Nemours
Building, Suite 1410, 1007 Orange Street, Wilmington,
Delaware 19801.
|
|
(5)
|
The
principal business address for Mr. McCollam is 402 Canal Street,
Houma,
Louisiana 70360.
|
|
(6)
|
The
principal business address for Mr. McIlroy is 25 Highland Park Village,
Suite 100-341, Dallas,
Texas 75225.
|
|
(7)
|
The
address for Mr. Moore is 4444 Beverly Drive, Dallas,
Texas 75205.
|
|
(8)
|
The
principal business address for Mr. Smith is 600 Pasquiere Street,
Gueydan,
Louisiana 70542-0010.
|
|
(9)
|
The
principal business address for Gen. Stafford (ret.) is Stafford Technology
Inc., Suite 102, 4200 Perimeter Center, Oklahoma City,
Oklahoma 73112.
|
|
(10)
|
The
principal business address for Mr. Tucker is 1350 North Orange Avenue,
Suite 102, Winter Park,
Florida 32789.
|
|
(11)
|
The
address for Mr. Worrell is 6909 Vassar, Dallas,
Texas 75205.
|
|
(12)
|
The
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:
|
Name
|
Class
A Shares Held
|
Stock
Options Held (1)
|
Total
|
|||||||||
|
Thomas
E.
Barry
|
-0-
|
-0-
|
-0-
|
|||||||||
|
James
W.
Brown
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Keith
R.
Coogan
|
3,500
|
-0-
|
3,500
|
|||||||||
|
Norman
S.
Edelcup
|
4,000
|
-0-
|
4,000
|
|||||||||
|
L.
Andrew
Fleck
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Lisa
Simmons
Epstein
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Robert
D.
Graham
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Tim
C.
Hafer
|
-0-
|
-0-
|
-0-
|
|||||||||
|
J.
Mark
Hollingsworth
|
-0-
|
7,000
|
7,000
|
|||||||||
|
Francis
B. Jacobs,
II
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Keith
A.
Johnson
|
-0-
|
4,000
|
4,000
|
|||||||||
|
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
|
|||||||||
|
Andrew
McCollam,
Jr.
|
-0-
|
-0-
|
-0-
|
|||||||||
|
W.
Hayden
McIlroy
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Cecil
H. Moore,
Jr.
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Andrew
B.
Nace
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Bobby
D.
O’Brien
|
300
|
10,000
|
10,300
|
|||||||||
|
Glenn
R. Simmons
(2)
|
17,500
|
56,000
|
73,500
|
|||||||||
|
Harold
C. Simmons
(3)
|
86,900
|
-0-
|
86,900
|
|||||||||
|
Richard
A.
Smith
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Thomas
P.
Stafford
|
-0-
|
-0-
|
-0-
|
|||||||||
|
John
A. St.
Wrba
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Scott
E.
Sullivan
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Gregory
M.
Swalwell
|
-0-
|
5,000
|
5,000
|
|||||||||
|
J.
Walter Tucker,
Jr.
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Steven
L.
Watson
|
8,000
|
16,000
|
24,000
|
|||||||||
|
Terry
N.
Worrell
|
-0-
|
-0-
|
-0-
|
|||||||||
|
Joan
L.
Yori
|
-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 66,900 Class A
Shares that he holds directly, Mr. Simmons disclaims beneficial ownership
of all Shares.
|