Additional Information
Valhi Group, Inc. ("VGI"), National City Lines, Inc. ("National"),
Contran Corporation ("Contran"), the Xxxxxx Xxxxxxx Foundation, Inc.
(the "Foundation"), the CDCT No. 2 and The Combined Master Retirement
Trust (the "CMRT") are the direct holders of approximately 77.6%, 9.1%,
3.1%, 1.3%, 0.4% and 0.1%, respectively, of the outstanding common
stock of Valhi, Inc. ("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 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 Xxxxxx X. Xxxxxxx (the "Trusts"), of which Xx.
Xxxxxxx is the sole trustee. As sole trustee of each of the
Trusts, Xx. Xxxxxxx has the power to vote and direct the
disposition of the shares of Contran stock held by each of the
Trusts. Xx. Xxxxxxx, 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. Xxxxxx X. Xxxxxxx
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
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 0.1% of the outstanding shares of Valhi
common stock. Xxxxx 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. Xx. Xxxxxxx is the sole trustee of the CMRT and
a member 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.
Xx. Xxxxxx X. Xxxxxxx is chairman of the board of Valhi, VGI,
National, XXX, Xxxxx Xxxxxxx, Xxxxx Xxxx, Southwest and Contran and
chairman of the board and chief executive officer of NL.
By virtue of the offices held, the stock ownership and his
services as trustee, all as described above, (a) Xx. Xxxxxxx may
be deemed to control certain of such entities and (b) Xx. Xxxxxxx
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, Xx. Xxxxxxx 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 Industries, Inc. ("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 63.1% 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.
