Contract
This Additional Information is as of January 8, 2004. Valhi, Inc.(“Valhi”) and Tremont LLC (“Tremont”) are the direct holders of approximately 63.0% and 21.4%, respectively, of the outstanding common stock of the issuer, NL Industries, Inc. (“NL”). Xxxxx is the sole member of Tremont. Valhi Group, Inc. (“VGI”), National City Lines, Inc. (“National”), Contran Corporation (“Contran”), the Xxxxxx Xxxxxxx 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 77.6%, 9.1% 3.1%, 0.9%, 0.4% and 0.1%, respectively, of the common stock of Valhi. National, NOA, Inc. (“NOA”) and Xxxxx Holding Company (“Xxxxx 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. Xxxxx Xxxx Agricultural Corporation, Inc. (“Xxxxx Xxxx”) is the direct holder of 100% of the outstanding common stock of Xxxxx Holding. Contran is the holder of 100% of the outstanding common stock of Xxxxx Xxxx. Contran is also the holder of 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 Xxxxxx X. Xxxxxxx (the “Trusts”), of which Xx. Xxxxxxx is the sole trustee, or is held by Xx. Xxxxxxx or persons or entities related to Xx. Xxxxxxx. As sole trustee of the Trusts, Xx. Xxxxxxx has the power to vote and direct the disposition of the shares of Contran stock held by the Trusts. Xx. Xxxxxxx, however, disclaims beneficial ownership of any shares of Contran stock that the Trusts hold.
Xxxxxx X. Xxxxxxx is the chairman of the board and chief executive officer of the issuer and the chairman of the board of each of Tremont, Valhi, VGI, National, XXX, Xxxxx Holding, Xxxxx Xxxx, Southwest and Contran.
The Foundation directly holds approximately 0.9% of the outstanding Valhi common stock. The Foundation is a tax-exempt foundation organized for charitable purposes. Xxxxxx X. Xxxxxxx is the chairman of the board and chief executive officer 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 owed to Xxxxxx X. Xxxxxxx. 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. Xxxxx established the CMRT to permit the collective investment by master trusts that maintain the assets of certain employee benefit plans Valhi and related companies adopt. Xxxxxx X. Xxxxxxx is the sole trustee of the CMRT and a member of the trust investment committee for the CMRT. Xxxxx’s board of directors selects the trustee and members of the trust investment committee for the CMRT. Xx. Xxxxxxx is a participant in one or more of the employee benefit plans that invest through the CMRT. He disclaims beneficial ownership of the shares held by the CMRT, except to the extent of his individual vested beneficial interest, if any, in the assets held by the CMRT.
Valmont Insurance Company, a wholly owned subsidiary of Valhi (“Valmont”), 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 sole stockholder of Valmont and may be deemed to control Valmont. Pursuant to Delaware law, Valhi treats the shares of Valhi common stock that Valmont, NL and the subsidiary of NL own directly as treasury stock for voting purposes and for the purposes of this statement are not deemed outstanding.
By virtue of the holding of the offices, the stock ownership and his service as trustee, all as described above, (a) Xx. Xxxxxxx may be deemed to control the entities described above and (b) Xx. Xxxxxxx and certain of such entities may be deemed to possess indirect beneficial ownership of shares of NL common stock that Valhi and Tremont hold directly. However, Xx. Xxxxxxx disclaims beneficial ownership of the shares of NL common stock beneficially owned, directly or indirectly, by any of such entities.
Xxxxxx X. Xxxxxxx' spouse is the direct owner of 69,475 shares of NL common stock. Xx. Xxxxxxx may be deemed to share indirect beneficial ownership of such securities. Xx. Xxxxxxx disclaims beneficial ownership of all securities that his spouse holds directly.