UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue.
1. Name and Address of Reporting Person(s)
Contran Corporation
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, TX 75240
2. Issuer Name and Ticker or Trading Symbol
Valhi, Inc. (VHI)
3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
4. Statement for Month/Day/Year
02/24/2003
5. If Amendment, Date of Original (Month/Day/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
[ ] Director [X] 10% Owner
[ ] Officer (give title below) [ ] Other (specify below)
7. Individual or Joint/Group Filing (Check Applicable Line)
[X] Form filed by One Reporting Person
[ ] Form filed by More than One Reporting Person
Table I Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1)Title of Security 2)Trans- 3.Trans- 4.Securities Acquired(A) 5)Amount of 6) 7)Nature of
action action or Disposed of (D) Securities Indirect
Date Code A Beneficially D Beneficial
(Month/ or Owned at or Ownership
Day/Year) Code V Amount D Price End of Month I
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Common Stock $.01 par value 02/24/03 P 18,800 A $10.2000
Common Stock $.01 par value 02/24/03 P 1,200 A $10.1600
Common Stock $.01 par value 02/24/03 P 5,000 A $10.1900
Common Stock $.01 par value 02/24/03 P 500 A $10.1500
Common Stock $.01 par value 02/24/03 P 2,400 A $10.2400
Common Stock $.01 par value 02/24/03 P 5,300 A $10.2800
Common Stock $.01 par value 02/24/03 P 1,800 A $10.2900 2,687,000 D Direct
Common Stock $.01 par value 439,400 I by CDCT No.2(1)
Common Stock $.01 par value 10,891,009 I by National(2)
Common Stock $.01 par value 92,739,554 I by VGI (3)
Table II (PART 1) Derivative Securities Acquired, Disposed of, or Beneficially
Owned (Columns 1 through 6)
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1)Title of Derivative 2)Conversion 3)Trans- 4)Trans- 5)Number of Derivative 6)Date Exercisable and
Security or Exercise action action Securities Acquired (A) Expiration Date
Price of Date Code or Disposed of (D)
Derivative
Security Code V A D Exercisable Expiration
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Table II (PART 2) Derivative Securities Acquired, Disposed of, or Beneficially
Owned (Columns 1,3 and 7 through 11)
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1)Title of Derivative 3)Trans- 7)Title and Amount 8)Price 9)Number of 10) 11)Nature of
Security action of Underlying of Deri- Derivative Indirect
Date Securities vative Securities D Beneficial
Amount or Security Beneficially or Ownership
Number of Owned at I
- Title Shares End of Month
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Explanation of Responses:
(1) Directly held by the Contran Deferred Compensation Trust No. 2. See
Additional Information below for a description of the relationship.
(2) Directly held by National City Lines, Inc. See Additional Information below
for a description of the relationship.
(3) Directly held by Valhi Group, Inc. See Additional Information below for a
description of the relationship.
- Additional Information
Valhi Group, Inc, ("VGI"), National City Lines, Inc. ("National"), Contran
Corporation ("Contran"), the Harold Simmons Foundation, Inc. (the "Foundation"),
the Contran Deferred Compensation Trust No. 2 (the "CDCT No. 2") and The
Combined Master Retirement Trust (the "CMRT") are the direct holders of
approximately 77.6%, 9.1%, 2.2%, 1.3%, 0.4% and 0.1%, respectively, of the
outstanding common stock of Valhi, Inc. ("Valhi"). National, NOA, Inc. ("NOA")
and Dixie Holding Company ("Dixie Holding") are the direct holders of
approximately 73.3%, 11.4% and 15.3%, respectively, of the outstanding common
stock of VGI. Contran and NOA are the direct holders of approximately 85.7% and
14.3%, respectively, of the outstanding common stock of National. Contran and
Southwest Louisiana Land Company, Inc. ("Southwest") are the direct holders of
approximately 49.9% and 50.1%, respectively, of the outstanding common stock of
NOA. Dixie Rice Agricultural Corporation, Inc. ("Dixie Rice") is the direct
holder of 100% of the outstanding common stock of Dixie Holding. Contran is the
holder of 100% of the outstanding common stock of Dixie Rice and approximately
88.9% of the outstanding common stock of 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 1.3% of the outstanding 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 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.
Mr. Harold C. Simmons is chairman of the board of Valhi, VGI, National, NOA,
Dixie Holding, Dixie Rice, Southwest and Contran.
By virtue of the offices held, the stock ownership and his service 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.
The reporting person understands that Valmont Insurance Company ("Valmont"), NL
and a subsidiary of NL directly own 1,000,000, 3,522,967 shares and 1,186,200
shares, respectively, of Valhi common stock as of the date of this statement.
Valhi and Tremont LLC are the direct holders of approximately 63.2% and 21.4%,
respectively, of the outstanding common stock of NL. Valhi is the holder of 100%
of the outstanding membership interests of Tremont LLC and 100% of the
outstanding common stock of Valmont. As a result of Valhi's direct and indirect
ownership of Valmont, NL and its subsidiary, the reporting person further
understands that, pursuant to Delaware law, Valhi treats the shares of Valhi
common stock that Valmont, NL and its subsidiary own as treasury stock for
voting purposes. For the purposes of this statement, such shares of Valhi common
stock that Valmont, NL and its subsidiary hold directly are not deemed
outstanding.
SIGNATURE OF REPORTING PERSON
By: /s/Andrew Louis, Secretary
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Andrew Louis, Secretary
For: Contran Corporation
DATE 02/25/03