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 12K
Securities by an Insider -- edgar.xml/3.6
2: EX-99 Exhibit 99 Additional Information HTML 9K
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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%
Contran Corporation ("Contran")............................ 0.9%
Harold Simmons Foundation, Inc. (the "Foundation")..........0.7%
Harold C. Simmons...........................................0.6%
Contran Amended and Restated Deferred
Compensation Trust (the "CDCT")...........................0.3%
Annette C. Simmons..........................................0.2%
The Annette Simmons Grandchildren's Trust
(the "Grandchildren's Trust") ..................less than 0.1%
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%
Annette C. Simmons..........................................0.7%
Harold C. Simmons...........................................0.7%
Contran.....................................................0.1%
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..........................................0.9%
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.
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, NL, Valhi
and VHC and chairman of the board and chief executive officer of Contran.
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
holds directly.
The reporting person understands that NL (including a wholly owned
subsidiary of NL) and Kronos directly own 14,372,970 shares and 1,724,916
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 and Kronos, the reporting persons further
understand that, pursuant to Delaware law, Valhi treats the shares of
Valhi common stock that NL and Kronos own as treasury stock for voting
purposes. For the purposes of this statement, such shares of Valhi common
stock that NL 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.
