Kronos Worldwide, Inc. (NYSE:KRO) Files An 8-K Changes in Control of Registrant
Item 5.01 Changes in Control of Registrant.
Valhi, Inc. (“Valhi”) owns approximately 50% of the registrant’s outstanding common stock, and a wholly-owned subsidiary of NL Industries, Inc. (“NL”) owns approximately 30% of the registrant’s outstanding common stock. Valhi owns approximately 83% of NL’s outstanding common stock, and a wholly-owned subsidiary of Contran Corporation (“Contran”) owns approximately 92% of Valhi’s outstanding common stock. A majority of Contran’s outstanding voting stock is held directly by Lisa K. Simmons and Serena Simmons Connelly and various family trusts established for the benefit of Ms. Simmons and Ms. Connelly and their children and for which Ms. Simmons or Ms. Connelly, as applicable, serves as trustee (the “Other Trusts”). The remainder of Contran’s outstanding voting stock is held by the Harold C. Simmons Family Trust No. 2 (the “Family Trust”), which was established for the benefit of Ms. Simmons and Ms. Connelly and their children and for which Ms. Simmons and Ms. Connelly previously served as co-trustees.
The registrant is filing this current report on Form 8-K to report the appointment on September 3, 2019 of a new trustee of the Family Trust, as described more fully below.
As previously reported in the registrant’s current report on Form 8-K filed with the Securities and Exchange Commission on July 22, 2019, upon entry of an agreed final judgment by the probate court of Dallas County in the state of Texas (the “Final Judgment”), and effective July 16, 2019, Ms. Simmons and Ms. Connelly appointed Terri Lacy and Kalita Blessing, respectively, as successor co-trustees of the Family Trust. Effective September 3, 2019, each of Ms. Lacy and Ms. Blessing resigned as a trustee of the Family Trust. Effective September 3, 2019, each of Ms. Simmons and Ms. Connelly appointed Tolleson Private Bank as successor trustee of the Family Trust (the “Trustee”). to the Final Judgment, Ms. Simmons and Ms. Connelly retain the ability to appoint qualifying successor trustees of the Family Trust if the current trustee resigns or otherwise does not serve as trustee.
Ms. Simmons and Ms. Connelly serve as co-chairs of the board of directors of Contran, and one other member of Contran management also serves on the board of directors of Contran. Ms. Simmons and Ms. Connelly each has the power to vote and direct the disposition of shares of Contran voting stock they hold directly or which is held by the Other Trusts for which they serve as trustee. The Trustee of the Family Trust has the power to vote and direct the disposition of the shares of Contran voting stock held by the Family Trust. Based on the foregoing, Ms. Simmons, Ms. Connelly and the Family Trust (and the Trustee, in its capacity as trustee of the Family Trust) may be deemed to control Contran and (indirectly through the applicable subsidiaries referenced above) Valhi, NL and the registrant.
About Kronos Worldwide, Inc. (NYSE:KRO)
Kronos Worldwide, Inc. is a producer and marketer of titanium dioxide (TiO2) pigments, a base industrial product that is used in a range of applications. The Company, along with its distributors and agents, sells and provides technical services for its products in approximately 100 countries with sales in Europe and North America. It offers its customers a portfolio of products that include over 40 different TiO2 pigment grades under the Kronos brand. It offers its products to domestic and international paint, plastics, decorative laminate and paper manufacturers. It sells and provides technical services for its products in over three end-use markets, which include coatings, plastics and paper. It produces TiO2 in over two crystalline forms, including rutile and anatase. Its TiO2 is used in a range of cosmetic and personal care products, such as skin cream, lipstick, eye shadow and toothpaste, and also found in food products, such as candy and confectionaries, and in pet foods.
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