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. 18)*
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)
October
16, 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)
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)
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
New
Jersey
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
|
|
8
|
SHARED
VOTING POWER
755,004
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
755,004
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,004
|
||
|
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)
30.3%
|
||
|
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)
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
755,004
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
755,004
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,004
|
||
|
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)
30.3%
|
||
|
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)
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
755,004
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
755,004
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,004
|
||
|
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)
30.3%
|
||
|
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)
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
755,004
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
755,004
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,004
|
||
|
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)
30.3%
|
||
|
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
755,004
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
755,004
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,004
|
||
|
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)
30.3%
|
||
|
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
755,004
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
755,004
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,004
|
||
|
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)
30.3%
|
||
|
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
755,004
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
755,004
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,004
|
||
|
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)
30.3%
|
||
|
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
755,004
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
755,004
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,004
|
||
|
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)
30.3%
|
||
|
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
755,004
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
755,004
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,004
|
||
|
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)
30.3%
|
||
|
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
755,004
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
755,004
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,004
|
||
|
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)
30.3%
|
||
|
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
755,004
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
755,004
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,004
|
||
|
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)
30.3%
|
||
|
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
755,004
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
755,004
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,004
|
||
|
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)
30.3%
|
||
|
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
755,004
|
||
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
755,004
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,004
|
||
|
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)
30.3%
|
||
|
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
775,004
|
||
|
9
|
SOLE
DISPOSITIVE POWER
66,900
|
||
|
10
|
SHARED
DISPOSITIVE POWER
775,004
|
||
|
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)
2.7%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
||
AMENDMENT
NO. 18
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 certain
transactions disclosed below, the outstanding Class A Shares were reduced by
2,696,420 shares.
|
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”):
|
·
|
NL
Industries, Inc. (“NL”) as a direct holder of Class A
Shares;
|
|
·
|
TIMET
Finance Management Company (“TFMC”), Titanium Metals Corporation
(“TIMET”), Valhi, Inc. (“Valhi”), Valhi Holding Company
(“VHC”), Valhi Group, Inc. (“VGI”), National City Lines,
Inc. (“National”), NOA, Inc. (“NOA”), 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 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.
NL,
Harold C. Simmons and his spouse, Annette C. Simmons, are direct holders of
30.3%, 2.7% and 0.8%, respectively, of the 2,490,760 Class A Shares outstanding
as of November 8, 2007 according to information the Company provided (the
“Outstanding Class A Shares”).
NL
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 30.3% of the Class A
Shares and 100% of the Class B Shares, NL directly holds approximately 86.1%
of
the combined voting power (98.3% of the voting power for the election of
directors) of all classes of voting stock of the Company. NL may be
deemed to control the Company.
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, Valhi, the Foundation,
the
Contran Amended and Restated Deferred Compensation Trust (the “CDCT”)
and The Annette Simmons Grandchildren’s Trust (the “Grandchildren’s
Trust”) are the holders of approximately 30.9%, 11.6%, 9.5%, 3.2%, 0.9%,
0.5%, 0.2%, 0.1% and less than 0.1%, respectively, of the outstanding shares
of
TIMET common stock. VHC may be deemed to control TIMET common
stock. 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. The percentage
ownership of TIMET common stock owned by NL includes 0.3% of the outstanding
shares of TIMET common stock that a wholly owned subsidiary of NL directly
holds.
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 Rice 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 Rice 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. Contran is the holder of 100% of the outstanding shares of
common stock of Dixie Rice and Southwest and may be deemed to control both
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
one of its wholly owned subsidiaries 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 its wholly owned
subsidiary 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 TIMET, Valhi, VHC, VGI, National, NOA, 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
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, 5,147,974 shares of TIMET
common stock, 561,500 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
4.
|
Purpose
of Transaction.
|
On
October 16, 2007, the Company entered into a Stock Purchase Agreement (the
“Stock Purchase Agreement”) with TFMC. The Stock Purchase
Agreement provided for the sale to the Company of 483,600 Class A Shares (the
“CompX Share Purchase”) for a purchase price of $19.50 per share to be
paid in the form of an unsecured subordinated term loan promissory note in
the
original principal amount of $9,430,200 payable by the Company to TFMC (the
“Stock Purchase Promissory Note”). The Stock Purchase
Agreement provided for a closing date on the same day as the merger (the
“Merger”) of CompX Group, Inc., a Delaware corporation that was a
parent of CompX at the time (“CGI”), with and into CompX KDL LLC, a
Delaware limited liability company of which the Company was the sole member
(“CompX KDL”). NL and TFMC were the only stockholders of
CGI.
Also
on
October 16, 2007, the Company, CGI and CompX KDL entered into an Agreement
and
Plan of Merger (the “Merger Agreement”). Pursuant to the
Merger Agreement, upon the effectiveness of the Merger:
|
·
|
CGI
would merge into CompX KDL with CompX KDL surviving the
Merger;
|
|
·
|
each
share of the CGI common stock outstanding immediately prior to the
Merger
would automatically be canceled and retired and shall cease to
exist;
|
|
·
|
2,586,820
Class A Shares and 10.0 million Class B Shares owned by CGI immediately
prior to Merger would automatically be
canceled;
|
|
·
|
TFMC
would receive an unsecured subordinated term loan promissory note
(the
“Merger Promissory Note”) executed by CompX payable to the order
of TFMC in the original principal amount of $43,149,990 that would
have
similar terms as the Stock Purchase Promissory Note;
and
|
|
·
|
the
Company would issue to NL 374,000 new Class A Shares (the “New Class A
Shares”) and 10,000,000 Class B Shares (the “New Class B
Shares”).
|
The
Merger was conditioned upon the satisfaction of all applicable material
regulatory approvals, including the approval for listing upon official notice
of
issuance by the New York Stock Exchange of the issuance of the New CompX Class
A
Shares and 10,000,000 Class A Shares reserved for issuance upon the conversion
of the New CompX Class B Shares.
As
of
October 16, 2007, the Company, CompX Security Products, Inc., CompX Precision
Slides Inc., CompX Marine Inc., Custom Marine Inc., Livorsi Marine Inc. (each
of
these wholly owned subsidiaries of the Company are collectively referred to
herein as the “Subsidiaries”), Wachovia Bank, National Association as
administrative agent for itself, Compass Bank and Comerica Bank (collectively,
the (“Banks”) entered into a First Amendment to Credit Agreement (the
“Credit Agreement Amendment”). The Credit Agreement
Amendment provided for, among other things:
|
·
|
certain
amendments to the Credit Agreement dated as of December 23, 2005
among the
Company, the Subsidiaries and the Banks (the “Credit Agreement”)
to allow for the issuance of the Stock Purchase Promissory Note and
the
Merger Promissory Note, which notes would promptly be combined (the
“Combined Note”); and
|
|
·
|
TFMC,
the Company, the Subsidiaries and Wachovia Bank, National Association,
as
administrative agent for the Banks, to enter into a Subordination
Agreement whereby upon the issuance of the Combined Note TFMC
would:
|
|
o
|
agree
that the Company’s obligations under the Combined Note would be
subordinate to the Company’s obligations under the Credit Agreement;
and
|
|
o
|
grant
to Wachovia Bank, National Association, as administrative agent for
the
Banks, a security interest in the Combined Note to the extent of
the
outstanding principal and accrued interest due thereon (the
“Subordination
Agreement”).
|
TFMC
and
the Company entered into the Stock Purchase Agreement and TFMC, CGI and the
Company entered into the Merger Agreement in order for:
|
·
|
TFMC
to dispose of its Class A Shares that it held directly and that it
held
indirectly through CGI; and
|
|
·
|
the
Company to reduce the outstanding Class A Shares by 52% and all of
the
outstanding Shares by approximately
18%.
|
TIMET’s
independent directors approved the Stock Purchase Agreement, the Merger
Agreement and the Subordination Agreement. The Company’s independent
directors approved the Stock Purchase Agreement, the Merger Agreement, the
Credit Agreement Amendment and the Subordination Agreement.
On
October 26, 2007, the Company received official notice from the New York Stock
Exchange (the “NYSE”) of the NYSE’s approval for listing upon official
notice of issuance of the New CompX Class A Shares and 10,000,000 shares of
CompX Class A Common Stock reserved for issuance upon the conversion of the
New
CompX Class B Shares. Accordingly, on October 26, 2007, CompX
closed the CompX Share Purchase and effected Merger. Upon written
instructions from TFMC to combine the Stock Purchase Promissory Note and the
Merger Promissory Note, on October 26, 2007 the Company issued to TFMC the
Combined Note in the original principal amount of $52,580,190 that:
|
o
|
matures
in seven years;
|
|
o
|
bears
interest at a rate of LIBOR plus
1.00%;
|
|
o
|
requires
quarterly principal payments of $250,000 beginning on September 30,
2008;
|
|
o
|
does
not have prepayment penalties; and
|
|
o
|
is
subordinated to the Credit
Agreement.
|
Under
certain provisions of the Subordination Agreement, TFMC’s ability to collect any
amounts due and payable under the Combined Note upon the occurrence and during
the continuation of an event of default under the Combined Note may be
limited.
The
description of the Stock Purchase Agreement is qualified in its entirety by
the
terms of the Stock Purchase Agreement filed as Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed with the U.S. Securities and Exchange
Commission (the “SEC”) on October 22, 2007 (the “Initial Form
8-K”) and which terms are incorporated herein by reference. The
description of the Merger Agreement is qualified in its entirety by the terms
of
the Merger Agreement filed as Exhibit 10.2 to the Initial Form 8-K and which
terms are incorporated herein by reference. The descriptions of the
Credit Agreement Amendment and the Subordination Agreement are qualified in
their entirety by the terms of the Credit Agreement Amendment and the form
of
Subordination Agreement filed as Exhibits 10.3 and 10.4 to the Initial Form
8-K. The description in this Statement of the Combined Note is
qualified in its entirety by the terms of the unsecured subordinated term loan
promissory note filed as Exhibit 10.4 to the Company’s Current Report on Form
8-K filed with the SEC on October 30, 2007 and which terms are incorporated
herein by reference.
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.
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) NL,
Harold C. Simmons and Annette C. Simmons are the direct beneficial owners of
755,004, 66,900, and 20,000 Class A Shares, respectively. NL also
directly holds 10,000,000 Class B Shares.
By
virtue
of the relationships described under Item 2 of this Statement:
(1) NL,
TFMC, TIMET, Valhi, VHC, VGI, National, NOA, Dixie Rice, Southwest, Contran,
the
CMRT and the Foundation may each be deemed to be the beneficial owner of the
755,004 Class A Shares (approximately 30.3% of the Outstanding Class A Shares)
and 10,000,000 Class B Shares (approximately 86.1% 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 NL holds directly; and
(2) Harold
C. Simmons may be deemed to be the beneficial owner of the 841,904 Class A
Shares (approximately 33.8% of the Outstanding Class A Shares) and 10,000,000
Class B Shares (approximately 86.8% 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 NL, he and his spouse hold directly.
Except
to
the extent of the 66,900 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) NL,
TFMC, TIMET, Valhi, VHC, VGI, National, NOA, 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 755,004 Class A Shares (approximately 30.3% of the
Outstanding Class A Shares) and 10,000,000 Class B Shares (approximately 86.1%
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 NL holds
directly;
(2) Harold
C. Simmons may be deemed to share the power to vote and direct the disposition
of the 775,004 Class A Shares (approximately 31.1% of the Outstanding Class
A
Shares) and 10,000,000 Class B Shares (approximately 86.3% 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 NL 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 66,900 Class A Shares (approximately 2.7% of the Outstanding
Class A Shares) that he directly holds.
(c) The
information included in Items 3 and 4 of this Statement is hereby incorporated
herein by reference.
(d) 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
September 28, 2007, Dixie Holding Company dissolved and ceased to be a reporting
person under this Statement. On October 26, 2007, as a result of the
transactions disclosed in Items 3 and 4 to this Statement, CGI ceased to be
a
reporting person under this Statement.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
|
Item
6 is
amended as follows.
The
information included in Items 3 and 4 of this Statement is hereby incorporated
herein by reference.
|
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
|
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
3
|
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.
|
|
Exhibit
4
|
Stock
Purchase Agreement dated as of October 16, 2007 between TIMET Finance
Management Company and CompX International Inc. (incorporated by
reference
to Exhibit 10.1 of the Current Report on Form 8-K filed by CompX
International Inc. with the U.S. Securities and Exchange Commission
on
October 22, 2007 (File No. 1-13905)).
|
|
Exhibit
5
|
Agreement
and Plan of Merger dated as of October 16, 2007 among CompX International
Inc., CompX Group, Inc. and CompX KDL LLC (incorporated by reference
to
Exhibit 10.2 of the Current Report on Form 8-K filed by CompX
International Inc. with the U.S. Securities and Exchange Commission
on
October 22, 2007 (File No. 1-13905)).
|
|
Exhibit
6
|
Form
of Subordination Agreement among TIMET Finance Management Company,
CompX
International Inc., CompX Security Products, Inc., CompX Precision
Slides
Inc., CompX Marine Inc., Custom Marine Inc., Livorsi Marine Inc.,
Wachovia
Bank, National Association as administrative agent for itself, Compass
Bank and Comerica Bank (incorporated by reference to Exhibit 10.4
of the
Current Report on Form 8-K filed by CompX International Inc. with
the U.S.
Securities and Exchange Commission on October 22, 2007 (File No.
1-13905)).
|
|
Exhibit
7
|
Subordinated
Term Loan Promissory Note dated October 26, 2007 executed by CompX
International Inc. and payable to the order of TIMET Finance Management
Company (incorporated by reference to Exhibit 10.4 of the Current
Report
on Form 8-K filed by CompX International Inc. with the U.S. Securities
and
Exchange Commission on October 30, 2007 (File No.
1-13905)).
|
|
|
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: November
12, 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: November
12, 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: November
12, 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
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:
NL
INDUSTRIES, INC.
TIMET
FINANCE MANAGEMENT COMPANY
SCHEDULE
B
The
names
of the directors and executive officers of Contran Corporation
(“Contran”), 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 and chief financial officer of TIMET.
|
|
Keith
R. Coogan
(2)
|
President
and chief executive officer of Pomeroy IT Solutions, Inc., a technology
and services solution provider; and a 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.
|
|
Charles
H. Entrekin
(4)
|
President-global
operations and chief operating officer of TIMET.
|
|
L.
Andrew
Fleck
|
Vice
president of Dixie Rice and Southwest; and vice president-real estate
of
Contran.
|
|
Lisa
Simmons
Epstein
|
Director
and president of the Foundation.
|
|
Robert
D.
Graham
|
Vice
president of Contran, Dixie Rice, the Foundation, National, NOA,
Southwest, Tremont, a wholly owned subsidiary of Valhi
(“Tremont”), Valhi, VGI and VHC; executive vice president of
TIMET; and vice president and general counsel of Kronos Worldwide
and
NL.
|
|
Tim
C.
Hafer
|
Vice
president and controller of Kronos Worldwide and NL.
|
|
J.
Mark
Hollingsworth
|
Vice
president and general counsel of Contran, 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
(5)
|
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, National, NOA, VGI and VHC;
senior
vice president of Dixie Rice, Southwest, Tremont and Valhi; and chief
executive officer of Waste Control Specialists LLC, a subsidiary
of
Valhi.
|
|
A.
Andrew R.
Louis
|
Secretary
of the Company, Contran, Dixie Rice, Kronos Worldwide, National,
NL, NOA,
Southwest, TIMET, Tremont, Valhi, VGI and VHC.
|
|
Kelly
D.
Luttmer
|
Vice
president and tax director of the Company, Contran, Dixie Rice, Kronos
Worldwide, National, NL, NOA, Southwest, TIMET, Tremont, Valhi, VGI
and
VHC.
|
|
Andrew
McCollam, Jr.
(6)
|
President
and a director of Southwest; director of Dixie Rice; and a private
investor.
|
|
W.
Hayden McIlroy
(7)
|
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.
(8)
|
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 National, NOA,
VGI and
VHC; president of TIMET; vice president and chief financial officer
of
Contran, Dixie Rice, Southwest, Tremont and Valhi,
|
|
Glenn
R.
Simmons
|
Vice
chairman of the board of Contran, 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
Kronos Worldwide, NL and TIMET.
|
|
Harold
C.
Simmons
|
Chairman
of the board of Contran, 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
(9)
|
Vice
president of Dixie Rice.
|
|
Thomas
P. Stafford
(10)
|
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, 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, National, NOA, Southwest, Tremont,
Valhi, VGI and VHC; vice president, finance and chief financial officer
of
Kronos Worldwide and NL; vice president of Dixie Rice and TIMET;
and
director, vice president and treasurer of TFMC.
|
|
J.
Walter Tucker, Jr.
(11)
|
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 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 and chief executive officer of TIMET; and
a
director of the Company, Keystone and NL.
|
|
Terry
N. Worrell
(12)
|
Director
of NL and TIMET; a private investor with Worrell Investments, Inc.,
a real
estate investment company.
|
|
Joan
L. Yori
(5)
|
Vice
president-client services of Stewart Management Company; and director,
president, secretary and assistant treasurer of TFMC.
|
|
Paul
J. Zucconi
(13)
|
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. Coogan is 1020 Petersburg Road,
Hebron,
Kentucky 41048.
|
|
(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. Entrekin is 224 Valley Creek Boulevard,
Suite 200, Exton,
Pennsylvania 19341.
|
|
(5)
|
The
principal business address for Mr. Jacobs and Ms. Yori is Nemours
Building, Suite 1410, 1007 Orange Street, Wilmington,
Delaware 19801.
|
|
(6)
|
The
principal business address for Mr. McCollam is 402 Canal Street,
Houma,
Louisiana 70360.
|
|
(7)
|
The
principal business address for Mr. McIlroy is 25 Highland Park Village,
Suite 100-341, Dallas,
Texas 75225.
|
|
(8)
|
The
address for Mr. Moore is 4444 Beverly Drive, Dallas,
Texas 75205.
|
|
(9)
|
The
principal business address for Mr. Smith is 600 Pasquiere Street,
Gueydan,
Louisiana 70542-0010.
|
|
(10)
|
The
principal business address for Gen. Stafford (ret.) is Stafford Technology
Inc., Suite 102, 4200 Perimeter Center, Oklahoma City,
Oklahoma 73112.
|
|
(11)
|
The
principal business address for Mr. Tucker is 1350 North Orange Avenue,
Suite 102, Winter Park,
Florida 32789.
|
|
(12)
|
The
address for Mr. Worrell is 6909 Vassar, Dallas,
Texas 75205.
|
|
(13)
|
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
|
|||||||||
|
Charles
H.
Entrekin
|
-0-
|
-0-
|
-0-
|
|||||||||
|
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.
|