SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
February 17, 2004
(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. [ ]
*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 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Titanium Metals Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,140,900
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,140,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,140,900
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.3%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tremont LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,140,900
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,140,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,140,900
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.3%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Valhi, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,514,900
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,514,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,514,900
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.6%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Valhi Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,514,900
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,514,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,514,900
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.6%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
National City Lines, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,514,900
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,514,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,514,900
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.6%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NOA, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,514,900
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,514,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,514,900
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.6%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dixie Holding Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,514,900
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,514,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,514,900
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.6%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dixie Rice Agricultural Corporation, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,514,900
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,514,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,514,900
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.6%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Southwest Louisiana Land Company, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,514,900
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,514,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,514,900
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.6%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Contran Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,514,900
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,514,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,514,900
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.6%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Combined Master Retirement Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,514,900
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,514,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,514,900
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.6%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
EP
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harold Simmons Foundation, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,514,900
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
1,514,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,514,900
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.6%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 20563P 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harold C. Simmons
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
82,300
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,534,900
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 82,300
10 SHARED DISPOSITIVE POWER
1,534,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ X ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
AMENDMENT NO. 3
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 and 6 of this Statement are hereby amended as set forth below.
Item 2. Identity and Background.
Item 2 is amended and restated as follows.
(a) The following entities or person are filing this Statement
(collectively, the "Reporting Persons"):
(i) Titanium Metals Corporation ("TIMET") as a direct holder
of Class A Shares;
(ii) Tremont LLC ("Tremont") by virtue of its direct ownership
of TIMET;
(iii) Valhi, Inc. ("Valhi") by virtue of its direct ownership
of Class A Shares and its indirect ownership of TIMET;
(iv) 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 TIMET and direct or indirect
ownership of Valhi; and
(v) Harold C. Simmons by virtue of 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.
TIMET and Valhi are the holders of 22.3% and 7.3%, respectively, of the
5,124,780 Class A Shares outstanding as of February 27, 2004 according to
information the Company provided (the "Outstanding Class A Shares").
Valcor, Inc. ("Valcor") 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 contained in the
Company's restated certificate of incorporation is hereby incorporated herein by
reference to Exhibit 1 to this Schedule. As a result of its ownership of all of
the Class B Shares, Valcor currently holds approximately 66.1% of the combined
voting power (95.1% for the election of directors) of all classes of voting
stock of the Company. Valcor may be deemed to control the Company.
As a result of Valcor's direct ownership of all of the Class B Shares,
and TIMET's and Valhi's direct ownership of 22.3% and 7.3%, respectively, of the
Outstanding Class A Shares, Valhi, directly and indirectly, may be deemed to
hold approximately 76.1% of the combined voting power (96.6% for the election of
directors) of all classes of voting stock of the Company.
Tremont, the CMRT, Harold C. Simmons' spouse and Valhi are the holders
of approximately 39.7%, 9.0%, 6.3% and 1.2% of the outstanding TIMET common
stock. Tremont may be deemed to control TIMET. The ownership of Mr. Simmons'
spouse is based on the 1,600,000 6 5/8% Convertible Preferred Securities,
Beneficial Unsecured Convertible Securities of TIMET Capital Trust 1 (the
"BUCS") that she directly owns, which are convertible into 214,240 shares of the
TIMET common stock. The ownership of Valhi includes 1,968 shares of the TIMET
common stock that Valhi has the right to acquire upon conversion of 14,700 BUCs
that Valhi directly holds. The percentage ownership of TIMET common stock held
by Mr. Simmons' spouse and Valhi assumes the full conversion of only the BUCS
she or Valhi owns, respectively.
Valhi is the direct holder of 100% of the outstanding membership
interests of Tremont and 100% of the outstanding common stock of Valcor. Valhi
may be deemed to control Tremont and Valcor. VGI, National, Contran, the
Foundation, the Contran Deferred Compensation Trust No. 2 (the "CDCT No. 2") and
the CMRT are the direct holders of 77.6%, 9.1%, 3.1%, 0.9%, 0.4% and 0.1%,
respectively, of the common stock of Valhi. Together, VGI, National and Contran
may be deemed to control Valhi. National, NOA and Dixie Holding are the direct
holders of approximately 73.3%, 11.4% and 15.3%, respectively, of the
outstanding 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 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 common stock of NOA and together may be deemed to control NOA. Dixie
Rice is the direct holder of 100% of the outstanding common stock of Dixie
Holding and may be deemed to control Dixie Holding. Contran is the holder of
100% of the outstanding common stock of Dixie Rice and may be deemed to control
Dixie Rice. Contran is the holder of approximately 88.9% of the outstanding
common stock of Southwest and may be deemed to control Southwest.
Substantially all of Contran's outstanding voting stock is held by
trusts established for the benefit of certain children and grandchildren of
Harold C. Simmons (the "Trusts"), of which Mr. Simmons is the sole trustee. 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 directly holds approximately 0.9% of the outstanding
shares of Valhi common stock. The Foundation is a tax-exempt foundation
organized for charitable purposes. Harold C. Simmons is the chairman of the
board of the Foundation and may be deemed to control the Foundation.
The CDCT No. 2 directly holds approximately 0.4% of the outstanding
Valhi common stock. U.S. Bank National Association serves as the trustee of the
CDCT No. 2. Contran established the CDCT No. 2 as an irrevocable "rabbi trust"
to assist Contran in meeting certain deferred compensation obligations that it
owes to Harold C. Simmons. If the CDCT No. 2 assets are insufficient to satisfy
such obligations, Contran is obligated to satisfy the balance of such
obligations as they come due. Pursuant to the terms of the CDCT No. 2, Contran
(i) retains the power to vote the shares of Valhi common stock held directly by
the CDCT No. 2, (ii) retains dispositive power over such shares and (iii) may be
deemed the indirect beneficial owner of such shares.
The CMRT directly holds approximately 0.1% of the outstanding shares of
Valhi common stock. Valhi established the CMRT as a trust to permit the
collective investment by master trusts that maintain the assets of certain
employee benefit plans Valhi 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.
Valmont Insurance Company ("Valmont"), NL Industries, Inc. ("NL") and a
subsidiary of NL directly own 1,000,000 shares, 3,522,967 shares and 1,186,200
shares, respectively, of Valhi common stock. Valhi is the direct holder of 100%
of the outstanding common stock of Valmont and may be deemed to control Valmont.
Valhi and Tremont LLC ("Tremont") are the direct holders of approximately 62.5%
and 21.2%, respectively, of the outstanding common stock of NL and together may
be deemed to control NL. Valhi is the sole member of Tremont and may be deemed
to control Tremont. Pursuant to Delaware law, Valhi treats the shares of Valhi
common stock that Valmont, NL and the subsidiary of NL own as treasury stock for
voting purposes and for the purposes of this Statement such shares are not
deemed outstanding.
Mr. Harold C. Simmons is chairman of the board of Tremont, Valcor
Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest and Contran and
chairman of the board and chief executive officer of NL.
By virtue of the holding of the offices, the stock ownership and his
service as trustee, all as described above, (a) Mr. Simmons may be deemed to
control the entities described above and (b) Mr. Simmons and certain of such
entities may be deemed to possess indirect beneficial ownership of the Shares
that are directly held by Valcor, TIMET or Valhi. However, Mr. Simmons disclaims
such beneficial ownership of the Shares beneficially owned, directly or
indirectly, by any of such entities.
Harold C. Simmons' spouse is the direct owner of 20,000 Class A Shares.
Mr. Simmons may be deemed to share indirect beneficial ownership of such Class A
Shares. Mr. Simmons disclaims all such beneficial ownership.
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.
(b) The principal offices of TIMET is 1999 Broadway, Suite 4300,
Denver, Colorado 80202. The principal offices of Tremont, Valhi, VGI, National,
NOA, Dixie Holding, Southwest, Dixie Rice and Contran, the CMRT and the
Foundation are located at, and the business address of Harold C. Simmons is,
Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697.
The principal business address of Dixie Rice is 600 Pasquiere Street, Gueydan,
Louisiana 70542. The principal business address of Southwest is 402 Canal
Street, Houma, Louisiana 70360. The business addresses of the remaining
directors and executive officers of the Reporting Persons are set forth on
Schedule B to this Statement and incorporated herein by reference.
(c) TIMET is principally engaged in the production of titanium metal
products.
In addition to the activities engaged in through TIMET, Tremont is
engaged through other companies in real estate development.
In addition to the activities engaged in through TIMET and Tremont,
Valhi is engaged through the Company in the production of ergonomic computer
support systems, precision ball bearing slides and locking systems, through NL
in the production of titanium dioxide pigments and through another company in
the waste management industry.
In addition to activities engaged in through Valhi and the other
companies it may be deemed to control, as described above, and in addition to
holding the securities described above, (i) VGI is engaged in holding notes
receivable; (ii) National is engaged in holding notes receivable and, directly
or through other companies, in real estate, oil and gas activities and the
rental and sales of compressors and related products; (iii) Dixie Holding is
engaged in holding preferred stock of Contran; (iv) NOA is engaged in real
estate and holding notes receivable; (v) Dixie Rice is engaged in land
management, agriculture and oil and gas activities; (vi) Southwest is engaged in
land management, agriculture and oil and gas activities; and (vii) among other
things, Contran is engaged through other companies in the production of steel
rod, wire and wire products.
The CMRT is a trust formed by Valhi to permit the collective investment
by trusts that maintain the assets of certain employee benefit plans adopted by
Valhi and related companies. The employee benefit plans funded by the trusts
participating in the CMRT are subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended.
The Foundation is a tax-exempt foundation organized for charitable
purposes.
(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) Contran, Dixie Holding, National, TIMET and Valhi are Delaware
corporations. Tremont is a Delaware limited liability company. VGI is a Nevada
corporation. NOA is a Texas corporation and the Foundation is a Texas non-profit
corporation. Dixie Rice and Southwest are Louisiana corporations. The CMRT is
governed by the laws of the state of Texas, except as those laws are superseded
by federal law. Except as noted in Schedule B, Harold C. Simmons and all the
persons named on Schedule B to this Statement are citizens of the United States.
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 $240,000 (including
commissions). Such funds were provided by Mr. Simmons' personal funds.
The total amount of funds TIMET used to acquire the Class A Shares
TIMET purchased as reported in Item 5(c) was $11,121,925.00 (including
commissions). Such funds were provided by TIMET's funds available for
investment.
The Reporting Persons understand that the funds required by each person
named in Schedule B to this Statement to acquire Class A Shares were from such
person's personal funds.
Item 4. Purpose of Transaction.
Item 4 is amended as follows.
Harold C. Simmons purchased the Class A Shares reported in Item 5(c) of
this Schedule in order to increase his direct equity interest in the Company.
TIMET purchased the Class A Shares reported in Item 5(c) of this
Schedule in order to acquire and increase its 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 Class A 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
Class A Shares held by such person, or cease buying or selling Class A Shares.
Any such additional purchases or sales of the Class A 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.
The information included in Item 6 of this Statement is hereby
incorporated herein by reference.
The Reporting Persons understand that prior purchases of Class A Shares
by persons named in Schedule B to this Statement (other than Harold C. Simmons)
were made for the purpose of each such person's personal investment.
Certain of the persons named in Schedule B to this Statement, namely
Messrs. Eugene K. Anderson, Robert D. Graham, J. Mark Hollingsworth, Keith A.
Johnson, William J. Lindquist, Kelly D. Luttmer, A. Andrew R. Louis, Bobby D.
O'Brien, Glenn R. Simmons, Harold C. Simmons, 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 and restated as follows.
(a) TIMET, Valhi, Harold C. Simmons and his spouse are the direct
beneficial owners of 1,140,900, 374,000, 82,300 20,000 Class A Shares,
respectively.
By virtue of the relationships described under Item 2 of this
Statement:
(1) Tremont may be deemed to be the beneficial owner of the
1,140,900 Class A Shares (approximately 22.3% of the Outstanding Class
A Shares) that TIMET holds directly;
(2) Valhi, 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 1,514,900 Class A Shares (approximately
29.6% of the Outstanding Class A Shares) that TIMET and Valhi hold
directly; and
(3) Harold C. Simmons may be deemed to be the beneficial owner
of the 1,617,200 Class A Shares (approximately 31.6% of the Outstanding
Class A Shares) that TIMET, Valhi, he and his spouse hold directly.
Except to the extent of the 82,300 Class A Shares he holds directly, Harold C.
Simmons disclaims beneficial ownership of all Class A Shares.
The Reporting Persons understand, based on ownership filings with the
Securities and Exchange Commission (the "Commission") 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:
(1) TIMET and Tremont may each be deemed to share the power to
vote and direct the disposition of the 1,140,900 Class A Shares
(approximately 22.3% of the Outstanding Class A Shares) that TIMET
holds directly;
(2) Valhi, 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 1,514,900
Class A Shares (approximately 29.6% of the Outstanding Class A Shares)
that TIMET and Valhi hold directly;
(3) Harold C. Simmons may be deemed to share the power to vote
and direct the disposition of the 1,534,900 Class A Shares
(approximately 30.0% of the Outstanding Class A Shares) that TIMET,
Valhi and his spouse hold directly; and
(4) Harold C. Simmons may be deemed to have the sole power to
vote and direct the disposition of the 82,300 Class A Shares
(approximately 1.6% of the Outstanding Class A Shares) that he directly
holds.
The Reporting Persons understand, based on ownership filings with the
Securities and Exchange Commission 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.
(c) Harold C. Simmons and TIMET were the only Reporting Persons to have
transactions in the Class A Shares during the past 60 days. Mr. Simmons and
TIMET executed the following purchases of Class A Shares on the New York Stock
Exchange.
Approximate Purchase
Number of Price Per Security
Class A (exclusive of
Purchaser Date Shares commissions)
------------------------------ -------- -------------- ------------------
Harold C. Simmons............. 01/06/04 37,500 $6.35
Titanium Metals Corporation... 02/13/04 100 $8.37
Titanium Metals Corporation... 02/13/04 600 $8.40
Titanium Metals Corporation... 02/13/04 600 $8.47
Titanium Metals Corporation... 02/13/04 1,000 $8.51
Titanium Metals Corporation... 02/13/04 1,000 $8.52
Titanium Metals Corporation... 02/13/04 1,000 $8.69
Titanium Metals Corporation... 02/13/04 500 $8.70
Titanium Metals Corporation... 02/13/04 3,100 $8.85
Titanium Metals Corporation... 02/17/04 1,200 $8.85
Titanium Metals Corporation... 02/17/04 400 $8.95
Titanium Metals Corporation... 02/17/04 4,500 $9.00
Titanium Metals Corporation... 02/17/04 928,300 $9.50
Titanium Metals Corporation... 02/18/04 1,000 $9.37
Titanium Metals Corporation... 02/18/04 24,000 $9.40
Titanium Metals Corporation... 02/18/04 1,000 $9.50
Titanium Metals Corporation... 02/19/04 2,200 $9.90
Titanium Metals Corporation... 02/19/04 800 $9.92
Titanium Metals Corporation... 02/19/04 100 $10.00
Titanium Metals Corporation... 02/23/04 7,900 $10.62
Titanium Metals Corporation... 02/23/04 9,200 $10.63
Titanium Metals Corporation... 02/23/04 3,000 $10.72
Titanium Metals Corporation... 02/23/04 38,300 $10.75
Titanium Metals Corporation... 02/23/04 24,500 $11.00
Titanium Metals Corporation... 02/25/04 21,300 $11.25
Titanium Metals Corporation... 02/25/04 5,000 $11.00
Titanium Metals Corporation... 02/25/04 4,600 $10.95
Titanium Metals Corporation... 02/25/04 300 $10.94
Titanium Metals Corporation... 02/25/04 100 $10.70
Titanium Metals Corporation... 02/25/04 20,000 $10.75
Titanium Metals Corporation... 02/26/04 4,800 $11.00
Titanium Metals Corporation... 02/27/04 200 $10.95
Titanium Metals Corporation... 02/27/04 200 $10.96
Titanium Metals Corporation... 02/27/04 1,400 $10.98
Titanium Metals Corporation... 02/27/04 28,700 $11.00
Certain of the persons named on Schedule B to this Statement acquired
Class A Shares during the past 60 days. Such acquisitions are set forth on
Schedule D attached hereto and incorporated herein by reference. The Reporting
Persons understand that such acquisitions were all of the transactions by the
persons named on Schedule B during the past 60 days.
(d) TIMET, Valhi, 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 Class A Shares directly held by such entity or person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Item 6 is amended and restated as follows.
The Company's restated certificate of incorporation sets forth the
voting rights, transfer restrictions and conversion rights of the Class A
Shares, which restated certificate is hereby incorporated herein by reference to
Exhibit 1 to this Schedule.
The information included in Item 4 of this Statement is hereby
incorporated herein by reference.
Other than as set forth above, none of the Reporting Persons or, to the
best knowledge of such persons, any person named in Schedule B to this Statement
has any contract, arrangement, understanding or relationship (legal or
otherwise) with any person with respect to securities of the Company, including,
but not limited to, transfer or voting of any such securities, finder's fees,
joint ventures, loans or option arrangements, puts or calls, guarantees of
profits, division of profits or losses, or the giving or withholding of proxies.
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: March 1, 2004
/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: March 1, 2004
/s/ J. Landis Martin
--------------------------------
J. Landis Martin
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: March 1, 2004
/s/ Steven L. Watson
--------------------------------
Steven L. Watson
Signing in the
capacities listed on
Schedule "A" attached
hereto and
incorporated herein by
reference.
SCHEDULE A
J. LANDIS MARTIN, as chairman of the board, president and chief executive
officer of TITANIUM METALS CORPORATION.
HAROLD C. SIMMONS, in his individual capacity and as trustee of THE COMBINED
MASTER RETIREMENT TRUST.
STEVEN L. WATSON, as president 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.
TREMONT LLC
VALHI GROUP, INC.
VALHI, INC.
Schedule B
The names of the directors and executive officers of 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"), NOA, Inc. ("NOA"),
Southwest Louisiana Land Company, Inc. ("Southwest"), Titanium Metals
Corporation ("TIMET"), Tremont LLC ("Tremont"), Valhi Group, Inc. ("VGI") 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
---------------------- ---------------------------------------------------
Eugene K. Anderson Vice president of Contran, Dixie Holding, Dixie
Rice, National, NOA, Southwest, Tremont,
VGI and Valhi; and treasurer of the Foundation.
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 Keystone
Consolidated Industries, Inc., an
affiliate of Contran ("Keystone"), and Valhi.
Norman S. Edelcup (2) Senior vice president business development of
Florida Savings Bancorp; director of Valhi; and
trustee of the Baron Funds, a mutual fund group.
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, VGI and Valhi; and vice
president, general counsel and secretary
of Kronos Worldwide, Inc. ("Kronos Worldwide")
and NL Industries, Inc., both affiliates of
Valhi ("NL").
Norman N. Green (3) A private investor and a director of TIMET.
J. Mark Hollingsworth Vice president and general counsel of Contran,
Dixie Holding, Dixie Rice, National, NOA,
Southwest, Tremont, VGI and Valhi; general
counsel of the Foundation, CompX
International, Inc. (the "Company") and The
Combined Master Retirement Trust, a trust Valhi
established to permit the collective investment
by master trusts that maintain the assets of
certain employee benefit plans Valhi and related
companies adopt (the "CMRT"); and acting
general counsel of Keystone.
Gary C. Hutchison (4) Neurological surgeon, Associate Clinical
Professor of Neurosurgery at the University of
Texas Health Science Center (Dallas) and a
director of TIMET.
Keith A. Johnson Controller of the Foundation.
Christian Leonhard (5) Chief operating officer - Europe of TIMET.
William J. Lindquist Director and senior vice president of Contran,
Dixie Holding, National, NOA and VGI;
senior vice president of Dixie Rice,
Southwest, Tremont and Valhi.
A. Andrew R. Louis Secretary of Contran, the Company, Dixie
Holding, Dixie Rice, National, NOA,
Southwest, Tremont, VGI and Valhi.
Kelly D. Luttmer Tax director of Contran, the Company, Dixie
Holding, Dixie Rice, Kronos Worldwide,
National, NL, NOA, Southwest, Tremont,
VGI and Valhi.
J. Landis Martin (6) Chairman of the board, president and
chief executive officer of TIMET.
Andrew McCollam, Jr. (7) President and a director of Southwest; director
of Dixie Rice; and a private investor.
W. Hayden McIlroy (8) Private investor primarily in real estate; and a
director of Valhi, Med Images, a medical information
company, and Cadco Systems, Inc., a manufacturer
of emergency alert systems.
Harold M. Mire (9) Vice president of Dixie Rice and Southwest.
Robert E. Musgraves (6) Chief operating officer - North America of TIMET.
Albert W. Niemi, Jr. Dean of the Edwin L. Cox School of Business at
(10) Southern Methodist University and a director
of TIMET.
Bobby D. O'Brien Vice president, treasurer and director of Dixie
Holding, National, NOA and VGI; and vice
president and treasurer of Contran,
Dixie Rice, Southwest, Tremont and Valhi.
Glenn R. Simmons Vice chairman of the board of Contran, Dixie
Holding, Dixie Rice, National, NOA,
Tremont, VGI and Valhi; chairman of the
board of the Company and Keystone; director
and executive vice president of
Southwest; a director of Kronos Worldwide,
NL and TIMET.
Harold C. Simmons Chairman of the board of Contran,
Dixie Holding, Dixie Rice, the Foundation,
National, NOA, Southwest, Tremont,
Valhi and VGI; chairman of the board
and chief executive officer of Kronos
Worldwide and NL; and trustee and member of
the trust investment committee of the CMRT.
Richard A. Smith (9) Vice president of Dixie Rice.
Gregory M. Swalwell Vice president and controller of Contran,
Dixie Holding, National, NOA,
Southwest, Tremont, Valhi and VGI; vice
president, finance of Kronos Worldwide and
NL; and vice president of Dixie Rice.
J. Walter Tucker, Jr. President, treasurer and a director of Tucker
(11) & Branham, Inc., a mortgage banking, insurance
and real estate company; vice chairman of the
board of Keystone; a director of Valhi; and a
member of the trust investment committee of the CMRT.
Steven L. Watson Director and president of Contran, Dixie Holding,
Dixie Rice, National, NOA and VGI; 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; and a
director of the Company, Keystone, Kronos Worldwide,
NL and TIMET.
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 principal business address for Mr. Edelcup is 8181 Southwest
117th Street, Pinecrest, Florida 33156.
(3) The principal business address for Mr. Green is 10340 Strait Lane,
Dallas, Texas 75229.
(4) The principal business address for Dr. Hutchison is 8230 Walnut Hill
Lane, Dallas, Texas 75231.
(5) Mr. Leonhard is a citizen of France. His principal business
address is TIMET Savioe, 62 Avenue Paul Girod, 73400 Ugine, France.
(6) The principal business address for Messrs. Martin and Musgraves is
1999 Broadway, Suite 4300, Denver, Colorado 80202.
(7) The principal business address for Mr. McCollam is 402 Canal Street,
Houma, Louisiana 70360.
(8) The principal business address for Mr. McIlroy is 25 Highland
Park Village, Suite 100-341, Dallas, Texas 75225.
(9) The principal business address for Messrs. Mire and Smith is
600 Pasquiere Street, Gueydan, Louisiana 70542-0010.
(10) The principal business address for Dr. Niemi is Southern Methodist
University, Cox School of Business, 200 Fincher Building, Dallas, Texas
75205-0333.
(11) The principal business address for Mr. Tucker is 400 E. Central
Boulevard, Orlando, Florida 32801.
(12) The principal 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:
Stock
Class A Options
Name Shares Held Held (1) Total
------------------------ ----------- --------- ---------
Eugene K. Anderson -0- 3,000 3,000
Thomas E. Barry -0- -0- -0-
Norman S. Edelcup 2,000 -0- 2,000
Lisa Simmons Epstein -0- -0- -0-
Robert D. Graham -0- -0- -0-
Norman N. Green -0- -0- -0-
J. Mark Hollingsworth -0- 7,000 7,000
Gary C. Hutchison -0- -0- -0-
Keith A. Johnson 700 4,000 4,700
Christian Leonhard -0- -0- -0-
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
J. Landis Martin -0- -0- -0-
Andrew McCollam, Jr. -0- -0- -0-
W. Hayden McIlroy -0- -0- -0-
Harold M. Mire -0- -0- -0-
Robert E. Musgraves -0- -0- -0-
Albert W. Niemi, Jr. -0- -0- -0-
Bobby D. O'Brien 300 10,000 10,300
Glenn R. Simmons (2) 11,500 54,000 65,500
Harold C. Simmons (3) 102,300 -0- 102,300
Richard A. Smith -0- -0- -0-
Gregory M. Swalwell -0- 5,000 5,000
J. Walter Tucker, Jr. -0- -0- -0-
Steven L. Watson 4,000 12,400 16,400
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 82,300 Class A Shares that
he holds directly, Mr. Simmons disclaims beneficial ownership of all
Shares.
SCHEDULE D
Based upon ownership filings with the Securities and Exchange
Commission or upon information provided by the persons listed on Schedule B to
this Statement, such persons had the following transactions in shares (the
"Shares") of class A common stock, par value $0.01 per share, of CompX
International Inc. (the "Company") during the past 60 days. All of such
transactions were open market purchases on the New York Stock Exchange within
the last 60 days. See Item 5(c) for purchases of Shares by Harold C. Simmons
within the last 60 days.
Acquisition
Date of Price Per Shares
Name Acquisition Share Acquired
----------------- ------------ -------- --------
Glenn R. Simmons 01/12/2004 $6.70 200
01/14/2004 $6.71 200
01/14/2004 $6.80 100
02/03/2004 $7.55 500