Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34 Filing Table of Contents
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1: 4 Statement of Changes in Beneficial Ownership of HTML 9K
Securities by an Insider -- edgar.xml/3.3
2: EX-99 Additional Information HTML 10K
f4vhi110415hcs.txt
Exhibit 99
Additional Information
The following persons directly hold the following percentages of the
outstanding shares of common stock of the issuer, Valhi, Inc. ("Valhi"):
Valhi Holding Company ("VHC")................................92.6%
TIMET Finance Management Company ("TFMC").....................1.3%
Harold Simmons Foundation, Inc. (the "Foundation")............0.8%
Contran Amended and Restated Deferred Compensation
Trust ("CDCT")..............................................0.3%
Harold C. Simmons.............................................0.3%
Annette C. Simmons............................................0.2%
The Combined Master Retirement Trust ("CMRT").................0.1%
The Annette Simmons Grandchildren's Trust
(the "Grandchildren's Trust") ..............................less than 0.1%
Contran Corporation ("Contran")...............................less than 0.1%
Titanium Metals Corporation ("TIMET") is the sole stockholder of TFMC.
The following persons directly hold the following percentages of the
outstanding shares of common stock of Kronos Worldwide, Inc. ("Kronos"):
Valhi........................................................50.0%
NL Industries, Inc. ("NL")...................................30.4%
Harold C. Simmons.............................................0.4%
TFMC..........................................................0.1%
Annette C. Simmons............................................0.1%
Contran.......................................................less than 0.1%
Except as otherwise indicated, the following persons directly hold the
following percentages of the outstanding shares of common stock of TIMET:
VHC..........................................................23.2%
Annette C. Simmons...........................................12.1%
CMRT..........................................................8.6%
Harold C. Simmons.............................................3.1%
Kronos........................................................2.1%
Contran.......................................................2.0%
NL............................................................0.8%
Valhi.........................................................0.5%
Foundation....................................................less than 0.1%
Grandchildren's Trust.........................................less than 0.1%
NL's percentage ownership of TIMET common stock includes 0.3% directly held by
a subsidiary of NL.
The following persons directly hold the following percentages of the
outstanding shares of common stock of NL:
Valhi........................................................83.0%
Harold C. Simmons.............................................2.2%
Annette C. Simmons............................................0.6%
TFMC..........................................................0.5%
Kronos........................................................less than 0.1%
Dixie Rice Agricultural Corporation, Inc. ("Dixie Rice") is the direct
holder of 100% of the outstanding shares of common stock of VHC. Contran is the
holder of 100% of the outstanding shares of common stock of Dixie Rice.
Substantially all of Contran's outstanding voting stock is held by trusts
established for the benefit of certain children and grandchildren of Harold C.
Simmons (the "Trusts"), of which Mr. Simmons is the sole trustee, or is held by
Mr. Simmons or persons or other entities related to Mr. Simmons. As sole
trustee of each of the Trusts, Mr. Simmons has the power to vote and direct the
disposition of the shares of Contran stock held by each of the Trusts. Mr.
Simmons, however, disclaims beneficial ownership of any shares of Contran stock
that the Trusts hold.
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.
Contran sponsors the CMRT as a trust to permit the collective investment by
master trusts that maintain the assets of certain employee benefit plans Contran
and related companies adopt. Mr. Simmons is the sole trustee of the CMRT and a
member of the trust investment committee for the CMRT. Mr. Simmons is a
participant in one or more of the employee benefit plans that invest through the
CMRT.
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 the issuer's 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.
Mr. Harold C. Simmons is chairman of the board of Kronos, Valhi, TIMET,
VHC, Dixie Rice and Contran, and chairman of the board and chief executive
officer of NL.
By virtue of the offices held, the stock ownership and his services as
trustee, all as described above, (a) Mr. Simmons may be deemed to control
certain of such entities and (b) Mr. Simmons and certain of such entities may be
deemed to possess indirect beneficial ownership of, and a pecuniary interest in,
shares of common stock directly held by certain of such other entities. However,
Mr. Simmons disclaims such beneficial ownership of, and such pecuniary interest
in, such shares beneficially owned, directly or indirectly, by any of such
entities, except to the extent of his vested beneficial interest, if any, in the
shares the CDCT and the CMRT hold directly.
The reporting person understands that NL, a subsidiary of NL and Kronos
directly own 3,604,790 shares, 1,186,200 shares and 440,807 shares,
respectively, of Valhi common stock as of the date of this statement. As already
stated, Valhi is the direct holder of approximately 83.0% of the outstanding
shares of common stock of NL and 50.0% of the outstanding shares of Kronos
common stock. As a result of Valhi's direct and indirect ownership of NL, its
subsidiary and Kronos, the reporting person further understands that, pursuant
to Delaware law, Valhi treats the shares of Valhi common stock that NL, its
subsidiary and Kronos own as treasury stock for voting purposes. For the
purposes of this statement, such shares of Valhi common stock that NL, its
subsidiary and Kronos hold directly are not deemed outstanding.
Annette C. Simmons is the wife of Harold C. Simmons. Mr. Simmons may be
deemed to share indirect beneficial ownership of the shares that his wife holds
directly. Mr. Simmons disclaims beneficial ownership of all securities that his
wife holds directly. Mrs. Simmons disclaims beneficial ownership of all shares
she does not hold directly.
The Grandchildren's Trust is a trust of which Harold C. Simmons and his
wife are trustees and the beneficiaries are the grandchildren of his wife. Mr.
Simmons, as co-trustee of this trust, has the power to vote and direct the
disposition of the shares of Valhi common stock the trust holds. Mr. Simmons
disclaims beneficial ownership of any shares that this trust holds.
