<SEC-DOCUMENT>0001049606-14-000003.txt : 20140226
<SEC-HEADER>0001049606-14-000003.hdr.sgml : 20140226
<ACCEPTANCE-DATETIME>20140226121253
ACCESSION NUMBER:		0001049606-14-000003
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20131228
FILED AS OF DATE:		20140226
DATE AS OF CHANGE:		20140226

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			COMPX INTERNATIONAL INC
		CENTRAL INDEX KEY:			0001049606
		STANDARD INDUSTRIAL CLASSIFICATION:	CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420]
		IRS NUMBER:				570981653
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		5430 LBJ  FREEWAY
		STREET 2:		SUITE 1700
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75240-2697
		BUSINESS PHONE:		9724481400

	MAIL ADDRESS:	
		STREET 1:		5430 LBJ FREEWAY
		STREET 2:		SUITE 1700
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75240-2697

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			CONNELLY SERENA S
		CENTRAL INDEX KEY:			0001520515

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-13905
		FILM NUMBER:		14643479

	MAIL ADDRESS:	
		STREET 1:		5430 LBJ FREEWAY, SUITE 1700
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75240

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Simmons Lisa K
		CENTRAL INDEX KEY:			0001599736

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-13905
		FILM NUMBER:		14643480

	MAIL ADDRESS:	
		STREET 1:		5430 LBJ FREEWAY
		STREET 2:		SUITE 1700
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75240

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Simmons Annette C
		CENTRAL INDEX KEY:			0001302221

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-13905
		FILM NUMBER:		14643481

	MAIL ADDRESS:	
		STREET 1:		5430 LBJ FREEWAY, SUITE 1700
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75240

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Harold C. Simmons Family Trust No. 1
		CENTRAL INDEX KEY:			0001600848
		STATE OF INCORPORATION:			TX
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-13905
		FILM NUMBER:		14643482

	BUSINESS ADDRESS:	
		STREET 1:		5430 LBJ FREEWAY
		STREET 2:		SUITE 1700
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75240
		BUSINESS PHONE:		972-233-1700

	MAIL ADDRESS:	
		STREET 1:		5430 LBJ FREEWAY
		STREET 2:		SUITE 1700
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75240

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Harold C. Simmons Family Trust No. 2
		CENTRAL INDEX KEY:			0001600851
		STATE OF INCORPORATION:			TX
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-13905
		FILM NUMBER:		14643483

	BUSINESS ADDRESS:	
		STREET 1:		5430 LBJ FREEWAY
		STREET 2:		SUITE 1700
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75240
		BUSINESS PHONE:		972-233-1700

	MAIL ADDRESS:	
		STREET 1:		5430 LBJ FREEWAY
		STREET 2:		SUITE 1700
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75240
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>edgar.xml
<DESCRIPTION>PRIMARY DOCUMENT
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2013-12-28</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001049606</issuerCik>
        <issuerName>COMPX INTERNATIONAL INC</issuerName>
        <issuerTradingSymbol>CIX</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001600851</rptOwnerCik>
            <rptOwnerName>Harold C. Simmons Family Trust No. 2</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>THREE LINCOLN CENTER, 5430 LBJ FREEWAY</rptOwnerStreet1>
            <rptOwnerStreet2>SUITE 1700</rptOwnerStreet2>
            <rptOwnerCity>DALLAS</rptOwnerCity>
            <rptOwnerState>TX</rptOwnerState>
            <rptOwnerZipCode>75240</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001600848</rptOwnerCik>
            <rptOwnerName>Harold C. Simmons Family Trust No. 1</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>THREE LINCOLN CENTER, 5430 LBJ FREEWAY</rptOwnerStreet1>
            <rptOwnerStreet2>SUITE 1700</rptOwnerStreet2>
            <rptOwnerCity>DALLAS</rptOwnerCity>
            <rptOwnerState>TX</rptOwnerState>
            <rptOwnerZipCode>75240</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001302221</rptOwnerCik>
            <rptOwnerName>Simmons Annette C</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>THREE LINCOLN CENTER, 5430 LBJ FREEWAY</rptOwnerStreet1>
            <rptOwnerStreet2>SUITE 1700</rptOwnerStreet2>
            <rptOwnerCity>DALLAS</rptOwnerCity>
            <rptOwnerState>TX</rptOwnerState>
            <rptOwnerZipCode>75240</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001599736</rptOwnerCik>
            <rptOwnerName>Simmons Lisa K</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>THREE LINCOLN CENTER, 5430 LBJ FREEWAY</rptOwnerStreet1>
            <rptOwnerStreet2>SUITE 1700</rptOwnerStreet2>
            <rptOwnerCity>DALLAS</rptOwnerCity>
            <rptOwnerState>TX</rptOwnerState>
            <rptOwnerZipCode>75240</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001520515</rptOwnerCik>
            <rptOwnerName>CONNELLY SERENA S</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>THREE LINCOLN CENTER, 5430 LBJ FREEWAY</rptOwnerStreet1>
            <rptOwnerStreet2>SUITE 1700</rptOwnerStreet2>
            <rptOwnerCity>DALLAS</rptOwnerCity>
            <rptOwnerState>TX</rptOwnerState>
            <rptOwnerZipCode>75240</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Class A Common Stock, par value $0.125 per share</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>755104</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By NL</value>
                    <footnoteId id="F1"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Class A Common Stock, par value $0.125 per share</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>5900</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By Contran</value>
                    <footnoteId id="F2"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Class A Common Stock, par value $0.125 per share</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>2000</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By Kronos</value>
                    <footnoteId id="F3"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Class A Common Stock, par value $0.125 per share</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>421639</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                    <footnoteId id="F4"/>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value></value>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Class A Common Stock, par value $0.125 per share</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>2000</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                    <footnoteId id="F5"/>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value></value>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <footnotes>
        <footnote id="F1">Directly held by NL Industries, Inc.  See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship of additional persons who may be deemed to beneficially own these shares.</footnote>
        <footnote id="F2">Directly held by Contran Corporation. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship of additional persons who may be deemed to beneficially own these shares.</footnote>
        <footnote id="F3">Directly held by Kronos Worldwide, Inc..  See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship of additional persons who may be deemed to beneficially own these shares.</footnote>
        <footnote id="F4">Consists of 361,217 Class A common stock shares held directly by the estate of Harold C.Simmons of which Annette C. Simmons is the independent  executor and the designated legatee of these shares and 60,422 shares she holds directly.  See the Additional Information filed as Exhibit 99 to the statement for a description of the relationships among the reporting owners..</footnote>
        <footnote id="F5">Directly held by Serena Simmons Connelly.</footnote>
    </footnotes>

    <remarks>Exhibit Index
Exhibit 99 Additional Information
Exhibit 24.1 Lisa K. Simmons Power of Attorney
Exhibit 24.2 Serena S. Connelly Power of Attorney
Exhibit 24.3 Harold C. Simmons Family Trust No. 1 Power of Attorney
Exhibit 24.4 Harold C. Simmons Family Trust No. 2 Power of Attorney
Exhibit 24.5 Annette C. Simmons Power of Attorney</remarks>

    <ownerSignature>
        <signatureName>A. Andrew R. Louis, Attorney-in-fact, for Lisa K. Simmons, Co-Trustee of the Harold C. Simmons Family Trust No. 1</signatureName>
        <signatureDate>2014-02-25</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>A. Andrew R. Louis, Attorney-in-fact, for Serena S. Connelly, Co-Trustee of the Harold C. Simmons Family Trust No. 1</signatureName>
        <signatureDate>2014-02-25</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>A. Andrew R. Louis, Attorney-in-fact, for Lisa K. Simmons, Co-Trustee of the Harold C. Simmons Family Trust No. 2</signatureName>
        <signatureDate>2014-02-25</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>A. Andrew R. Louis, Attorney-in-fact, for Serena S.Connelly, Co-Trustee of the Harold C. Simmons Family Trust No. 2</signatureName>
        <signatureDate>2014-02-25</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>A. Andrew R. Louis, Attorney-in-fact, for Annette C.Simmons</signatureName>
        <signatureDate>2014-02-25</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>f3cix140219trust2.htm
<DESCRIPTION>EXHIBIT 99 ADDITIONAL INFORMATION
<TEXT>
<HTML><BODY><PRE>F3cix140219Trust2

Exhibit 99

Additional Information



     The following is a description of the relationships between the

Reporting Persons and certain related entities or persons that may be

deemed to beneficially own shares of class A common stock, par value

$0.01 per share ("Class A Shares"), and 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") of the issuer, CompX

International Inc. ("CompX").



      Lisa K. Simmons and Serena Simmons Connelly are daughters of Harold

C. Simmons.  Annette C. Simmons is the widow of Harold C. Simmons and

serves as independent executor of his estate, has the power to vote and

direct the disposition of the Class A Shares held by the estate and is

the designated legatee of such Class A Shares.



     Substantially all of the outstanding voting stock of Contran

Corporation ("Contran") is held by trusts established for the benefit of

Lisa K. Simmons and Serena Simmons Connelly, daughters of Harold C.

Simmons, and their children (the "Family Trusts"), for which Ms. Lisa

Simmons and Ms. Connelly are co-trustees, or is held directly by Ms. Lisa

Simmons and Ms. Connelly or persons or entities related to them,

including their step-mother Annette C. Simmons, the widow of Harold C.

Simmons.  Ms. Annette C. Simmons, Ms. Lisa Simmons and Ms. Connelly also

serve as members of the board of directors of Contran (the "Contran

Board").  Prior to his death on December 28, 2013, Mr. Simmons served as

sole trustee of the Family Trusts.  As co-trustees of each of the Family

Trusts, Ms. Lisa Simmons and Ms. Connelly have the shared power to vote

and direct the disposition of the shares of Contran stock held by

each of the Family Trusts, and Ms. Lisa Simmons and Ms. Connelly each

have the power to vote and direct the disposition of shares of Contran

stock they hold directly or which is held by other entities related to

them.



     Under a voting agreement (the "Voting Agreement") entered into

effective February 3, 2014 by the voting stockholders of Contran, the

size of the Contran Board was initially fixed at five (5) members; Ms.

Lisa Simmons, Ms. Connelly and Ms. Annette Simmons (and, in the event of

their death, their heirs) each have the right to designate one of the

five members of the Contran Board; and the remaining two members of the

Contran Board must consist of Contran management.  The Voting Agreement

terminates in February 2017 (unless Ms. Lisa Simmons, Ms. Connelly and

Ms. Annette Simmons otherwise mutually agree), and the ability of Ms.

Lisa Simmons, Ms. Connelly, and Ms. Annette Simmons to each designate one

member of the Contran Board is dependent upon each of their continued

beneficial ownership of at least 5% of the combined voting stock of

Contran.  In accordance with such Voting Agreement, each of Ms. Lisa

Simmons, Ms. Connelly and Ms. Annette Simmons have been designated as

members of the Contran Board as of February 3, 2014, along with two

members of Contran management.



     The Harold Simmons Foundation, Inc. (the "Foundation") is a tax-

exempt foundation organized for charitable purposes.  Lisa K. Simmons and

Serena Simmons Connelly are the sole members of the Foundation, serve as

two of the three directors on the Foundation's board of directors and

are the president and executive vice president, respectively, of the

Foundation.  They may be deemed to control the Foundation but disclaim beneficial

ownership of all Class A Shares that the Foundation holds.



     Annette C. Simmons is the sole trustee of a trust of which the

beneficiaries are her grandchildren (the "Grandchildren's Trust"), and she has the power to vote and direct the disposition of the shares the trust holds.  She disclaims beneficial ownership of any shares that this trust holds.



     A trust for which Ms. Annette Simmons is one of the co-trustees is

the holder of 100% of the outstanding shares of non-voting preferred

stock issued by Valhi Holding Company ("VHC").



     Contran is the holder of 100% of the outstanding common stock of

Dixie Rice Agricultural Corporation, Inc. ("Dixie Rice") and may be

deemed to control Dixie Rice.  Dixie Rice is the direct holder of 100% of

the outstanding common stock of VHC and may be deemed to control VHC.



     Lisa K. Simmons, Serena Simmons Connelly and Annette C. Simmons are

related to the following persons or entities that directly hold the

following percentages of the outstanding Class A Shares:



NL Industries, Inc. ("NL")........................................31.5%

Annette C. Simmons as the independent executor

of the estate of Harold C. Simmons and the

designated legatee of his Class A Shares..........................15.1%

Annette C. Simmons................................................ 2.5%

Contran............................................................0.2%

Kronos Worldwide, Inc. ("Kronos Worldwide")....................... 0.1%

Serena Simmons Connelly........................................... 0.1%



NL also directly holds 100%, or 10,000,000 shares, of the Class B Shares.



The relative rights of the Shares are described in Exhibit 3.1 to

Amendment No. 1 to CompX's Registration Statement on Form S-1 filed with

the U.S. Securities and Exchange Commission (the "SEC") on February 4,

1998 (Reg. No. 333-42643), which is incorporated herein by reference.  As

a result of its ownership of 31.5% of the Class A Shares and 100% of the

Class B Shares, NL directly holds approximately 86.8% of the combined

voting power (98.4% of the combined voting power for the election of

directors) of all classes of voting stock of CompX.  NL may be deemed to

control CompX.



     Lisa K. Simmons, Serena Simmons Connelly and Annette C. Simmons are

related to the following persons or entities that directly hold the

following

percentages of the outstanding shares of NL common stock:



Valhi............................................................83.0%

Annette C. Simmons as the independent executor

of the estate of Harold C. Simmons and the

designated legatee of his shares of NL common stock...............2.2%

Annette C. Simmons................................................0.9%

Kronos Worldwide........................................Less than 0.1%

Serena Simmons Connelly.................................Less than 0.1%



Valhi may be deemed to control NL.



     Lisa K. Simmons, Serena Simmons Connelly and Annette C. Simmons are

related to the following persons or entities that directly hold the

following percentages of the outstanding shares of Kronos Worldwide

common stock:



Valhi.............................................................50.0%

NL................................................................30.4%

Annette C. Simmons................................................ 0.7%

Annette C. Simmons as the independent executor

of the estate of Harold C. Simmons and the

designated legatee of his shares of

Kronos Worldwide common stock......................................0.7%

Contran............................................................0.1%



Together, Valhi, NL and Contran may be deemed to control Kronos

Worldwide.



     Lisa K. Simmons, Serena Simmons Connelly and Annette C. Simmons are

related to the following persons or entities that directly hold the

following percentages of the outstanding shares of Valhi common stock:



VHC...............................................................93.8%

The Foundation.....................................................0.7%

Annette C. Simmons as the independent executor

of the estate of Harold C. Simmons and the

designated legatee of his shares of Valhi common stock.............0.6%

Annette C. Simmons.................................................0.2%

The Grandchildren's Trust................................Less than 0.1%

Serena Simmons Connelly..................................Less than 0.1%



VHC may be deemed to control Valhi.  Contran may be deemed to control

VHC, by virtue of its ownership of Dixie Rice shares.



     NL (including a wholly owned subsidiary of NL) and Kronos Worldwide

own 14,372,970 shares and 1,724,916 shares, respectively, of Valhi common

stock. As already stated, Valhi is the direct holder of approximately

83.0% of the outstanding shares of common stock of NL and 50.05% of the

outstanding shares of common stock of  Kronos Worldwide.  As a result of

Valhi's direct and indirect ownership of NL and Kronos Worldwide and

pursuant to Delaware law and Section 13(d)(4) of the Securities Exchange

Act of 1934, as amended, Valhi treats the shares of Valhi common stock

that NL and Kronos Worldwide own as treasury stock for voting purposes.

For the purposes of this statement, such shares of Valhi common stock

that NL and Kronos Worldwide hold are not deemed outstanding.



     By virtue of the stock ownership of each of Kronos Worldwide, NL,

Valhi, VHC, Dixie Rice and Contran, the role of Ms. Lisa Simmons and Ms.

Connelly as co-trustees of the Family Trusts, Ms. Lisa Simmons and Ms.

Connelly being beneficiaries of the Family Trusts, the direct holdings of

Contran voting stock by each of Ms. Lisa Simmons, Ms. Connelly and Ms.

Annette Simmons and entities related to them, the position as a member of

the Contran Board by each of Ms. Lisa Simmons, Ms. Connelly and Ms.

Annette Simmons, the position as a member of the board of the Foundation

by each of Ms. Lisa Simmons  and Ms. Connelly, and the rights of each of

Ms. Lisa Simmons, Ms. Connelly and Ms. Annette Simmons under the Voting

Agreement, in each case as described above, (a) Ms. Lisa Simmons and Ms.

Connelly may be deemed to control each of the Family Trusts and the

Foundation, (b) Ms. Lisa Simmons, Ms. Connelly and Ms. Annette Simmons

may be deemed to control each of Contran, Dixie Rice, VHC, Valhi, NL,

Kronos Worldwide and CompX and (c) Ms. Lisa Simmons, Ms. Connelly, Ms.

Annette Simmons, Contran, the Foundation, Dixie Rice, VHC, Valhi, NL and

Kronos Worldwide may be deemed to possess indirect beneficial ownership

of, and a pecuniary interest in, shares of common stock directly held by

such entities, including any Shares.  However, Ms. Lisa Simmons, Ms.

Connelly and Ms. Annette Simmons each disclaims beneficial ownership of all

Shares held, directly or indirectly, by any of such entities, except to the

extent of her pecuniary interest therein.



     Except for the 421,639 Class A Shares she and the estate of Harold

C. Simmons hold directly, Annette C. Simmons disclaims beneficial

ownership of all Shares, except to the extent of her pecuniary interest

therein.  Except for the 2,000 Class A Shares she holds directly, Serena

Simmons Connelly disclaims beneficial ownership of all Shares, except to the

extent of her pecuniary interest therein.  Lisa K. Simmons disclaims

beneficial ownership of all Shares, except to the extent of her pecuniary

interest therein.





</PRE></BODY></HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>3
<FILENAME>poa140225lisasimmons.htm
<DESCRIPTION>EXHIBIT 24.1 LISA K. SIMMONS POWER OF ATTORNEY
<TEXT>
<HTML><BODY><PRE>POWER OF ATTORNEY FOR EXECUTING FORMS 3 4 AND 5





 Know all by these present, that the undersigned hereby constitutes

and appoints each of Andrew B. Nace, A. Andrew R. Louis, M. Paige Savage,

and Clarence B. Brown, signing singly, his/her true and lawful attorney-

in-fact to:



execute for and on behalf of the undersigned Forms 3, 4 and 5 in

accordance with Section 16(a) of the Securities Exchange Act of 1934, as

amended (the "Act"), and the rules thereunder;



do and perform any and all acts for an on behalf of the undersigned that

may be necessary or desirable to complete the execution of any such Forms

3, 4 or 5 and the timely filing of such form with the United States

Securities and Exchange Commission and any other authority; and



take any other action of any type whatsoever in connection with the

foregoing that in the opinion of such attorney-in-fact, may be of benefit

to, in the best interest of, or legally required by, the undersigned, it

being understood that the documents executed by such attorney-in-fact on

behalf of the undersigned pursuant to this Power of Attorney shall be in

such form and shall contain such terms and conditions as such attorney-

in-fact may approve in his/her discretion.



 The undersigned hereby grants to each such attorney-in-fact full

power and authority to do and perform all and every act and thing

whatsoever requisite, necessary and proper to be done in the exercise of

any of the rights and powers herein granted, as fully to all intents and

purposes as the undersigned might or could do if personally present, with

full power of substitution or revocation, hereby ratifying and confirming

all that such attorney-in-fact, or his/her substitute or substitutes,

shall lawfully do or cause to be done by virtue of this Power of Attorney

and the rights and powers herein granted.  The undersigned acknowledges

that the foregoing attorneys-in-fact, in serving in such capacity at the

request of the undersigned, are not assuming any of the undersigned's

responsibilities to comply with Section 16 of the Act.





EXECUTED as of this 25th day of February, 2014.





/s/ Lisa K. Simmons Signature



Lisa K. Simmons Printed Name



</PRE></BODY></HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>4
<FILENAME>poa140225connelly.htm
<DESCRIPTION>EXHIBIT 24.2 SERENA S. CONNELLY POWER OF ATTORNEY
<TEXT>
<HTML><BODY><PRE>POWER OF ATTORNEY FOR EXECUTING FORMS 3 4 AND 5





 Know all by these present, that the undersigned hereby constitutes

and appoints each of Andrew B. Nace, A. Andrew R. Louis, M. Paige Savage,

and Clarence B. Brown, signing singly, his/her true and lawful attorney-

in-fact to:



execute for and on behalf of the undersigned Forms 3, 4 and 5 in

accordance with Section 16(a) of the Securities Exchange Act of 1934, as

amended (the "Act"), and the rules thereunder;



do and perform any and all acts for an on behalf of the undersigned that

may be necessary or desirable to complete the execution of any such Forms

3, 4 or 5 and the timely filing of such form with the United States

Securities and Exchange Commission and any other authority; and



take any other action of any type whatsoever in connection with the

foregoing that in the opinion of such attorney-in-fact, may be of benefit

to, in the best interest of, or legally required by, the undersigned, it

being understood that the documents executed by such attorney-in-fact on

behalf of the undersigned pursuant to this Power of Attorney shall be in

such form and shall contain such terms and conditions as such attorney-

in-fact may approve in his/her discretion.



 The undersigned hereby grants to each such attorney-in-fact full

power and authority to do and perform all and every act and thing

whatsoever requisite, necessary and proper to be done in the exercise of

any of the rights and powers herein granted, as fully to all intents and

purposes as the undersigned might or could do if personally present, with

full power of substitution or revocation, hereby ratifying and confirming

all that such attorney-in-fact, or his/her substitute or substitutes,

shall lawfully do or cause to be done by virtue of this Power of Attorney

and the rights and powers herein granted.  The undersigned acknowledges

that the foregoing attorneys-in-fact, in serving in such capacity at the

request of the undersigned, are not assuming any of the undersigned's

responsibilities to comply with Section 16 of the Act.





EXECUTED as of this 25th day of February, 2014.





/s/ Serena S. Connelly Signature



Serena S. Connelly Printed Name



</PRE></BODY></HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>5
<FILENAME>poa140225trust1.htm
<DESCRIPTION>EXHIBIT 24.3 HAROLD C. SIMMONS FAMILY TRUST NO. 1 POWER OF ATTORNEY
<TEXT>
<HTML><BODY><PRE>POWER OF ATTORNEY FOR EXECUTING FORMS 3 4 AND 5





 Know all by these present, that the undersigned hereby constitutes

and appoints each of Andrew B. Nace, A. Andrew R. Louis, M. Paige Savage,

and Clarence B. Brown, signing singly, his/her true and lawful attorney-

in-fact to:



execute for and on behalf of the undersigned Forms 3, 4 and 5 in

accordance with Section 16(a) of the Securities Exchange Act of 1934, as

amended (the "Act"), and the rules thereunder;



do and perform any and all acts for an on behalf of the undersigned that

may be necessary or desirable to complete the execution of any such Forms

3, 4 or 5 and the timely filing of such form with the United States

Securities and Exchange Commission and any other authority; and



take any other action of any type whatsoever in connection with the

foregoing that in the opinion of such attorney-in-fact, may be of benefit

to, in the best interest of, or legally required by, the undersigned, it

being understood that the documents executed by such attorney-in-fact on

behalf of the undersigned pursuant to this Power of Attorney shall be in

such form and shall contain such terms and conditions as such attorney-

in-fact may approve in his/her discretion.



 The undersigned hereby grants to each such attorney-in-fact full

power and authority to do and perform all and every act and thing

whatsoever requisite, necessary and proper to be done in the exercise of

any of the rights and powers herein granted, as fully to all intents and

purposes as the undersigned might or could do if personally present, with

full power of substitution or revocation, hereby ratifying and confirming

all that such attorney-in-fact, or his/her substitute or substitutes,

shall lawfully do or cause to be done by virtue of this Power of Attorney

and the rights and powers herein granted.  The undersigned acknowledges

that the foregoing attorneys-in-fact, in serving in such capacity at the

request of the undersigned, are not assuming any of the undersigned's

responsibilities to comply with Section 16 of the Act.





EXECUTED as of this 25th day of February, 2014.





/s/ Serena S. Connelly Signature



Serena S. Connelly, Co-Trustee of the Harold C. Simmons Family Trust No. 1 Printed Name



/s/ Lisa K. Simmons Signature



Lisa K. Simmons, Co-Trustee of the Harold C. Simmons Family Trust No. 1 Printed Name



</PRE></BODY></HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>6
<FILENAME>poa140225trust2.htm
<DESCRIPTION>EXHIBIT 24.4 HAROLD C. SIMMONS FAMILY TRUST NO. 2 POWER OF ATTORNEY
<TEXT>
<HTML><BODY><PRE>POWER OF ATTORNEY FOR EXECUTING FORMS 3 4 AND 5





 Know all by these present, that the undersigned hereby constitutes

and appoints each of Andrew B. Nace, A. Andrew R. Louis, M. Paige Savage,

and Clarence B. Brown, signing singly, his/her true and lawful attorney-

in-fact to:



execute for and on behalf of the undersigned Forms 3, 4 and 5 in

accordance with Section 16(a) of the Securities Exchange Act of 1934, as

amended (the "Act"), and the rules thereunder;



do and perform any and all acts for an on behalf of the undersigned that

may be necessary or desirable to complete the execution of any such Forms

3, 4 or 5 and the timely filing of such form with the United States

Securities and Exchange Commission and any other authority; and



take any other action of any type whatsoever in connection with the

foregoing that in the opinion of such attorney-in-fact, may be of benefit

to, in the best interest of, or legally required by, the undersigned, it

being understood that the documents executed by such attorney-in-fact on

behalf of the undersigned pursuant to this Power of Attorney shall be in

such form and shall contain such terms and conditions as such attorney-

in-fact may approve in his/her discretion.



 The undersigned hereby grants to each such attorney-in-fact full

power and authority to do and perform all and every act and thing

whatsoever requisite, necessary and proper to be done in the exercise of

any of the rights and powers herein granted, as fully to all intents and

purposes as the undersigned might or could do if personally present, with

full power of substitution or revocation, hereby ratifying and confirming

all that such attorney-in-fact, or his/her substitute or substitutes,

shall lawfully do or cause to be done by virtue of this Power of Attorney

and the rights and powers herein granted.  The undersigned acknowledges

that the foregoing attorneys-in-fact, in serving in such capacity at the

request of the undersigned, are not assuming any of the undersigned's

responsibilities to comply with Section 16 of the Act.





EXECUTED as of this 25th day of February, 2014.





/s/ Serena S. Connelly Signature



Serena S. Connelly, Co-Trustee of the Harold C. Simmons Family Trust No. 2 Printed Name



/s/ Lisa K. Simmons Signature



Lisa K. Simmons, Co-Trustee of the Harold C. Simmons Family Trust No. 2 Printed Name



</PRE></BODY></HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>7
<FILENAME>poa140225acs.htm
<DESCRIPTION>EXHIBIT 24.5 ANNETTE C. SIMMONS POWER OF ATTORNEY
<TEXT>
<HTML><BODY><PRE>POWER OF ATTORNEY FOR EXECUTING FORMS 3 4 AND 5





 Know all by these present, that the undersigned hereby constitutes

and appoints each of Andrew B. Nace, A. Andrew R. Louis, M. Paige Savage,

and Clarence B. Brown, signing singly, his/her true and lawful attorney-

in-fact to:



execute for and on behalf of the undersigned Forms 3, 4 and 5 in

accordance with Section 16(a) of the Securities Exchange Act of 1934, as

amended (the "Act"), and the rules thereunder;



do and perform any and all acts for an on behalf of the undersigned that

may be necessary or desirable to complete the execution of any such Forms

3, 4 or 5 and the timely filing of such form with the United States

Securities and Exchange Commission and any other authority; and



take any other action of any type whatsoever in connection with the

foregoing that in the opinion of such attorney-in-fact, may be of benefit

to, in the best interest of, or legally required by, the undersigned, it

being understood that the documents executed by such attorney-in-fact on

behalf of the undersigned pursuant to this Power of Attorney shall be in

such form and shall contain such terms and conditions as such attorney-

in-fact may approve in his/her discretion.



 The undersigned hereby grants to each such attorney-in-fact full

power and authority to do and perform all and every act and thing

whatsoever requisite, necessary and proper to be done in the exercise of

any of the rights and powers herein granted, as fully to all intents and

purposes as the undersigned might or could do if personally present, with

full power of substitution or revocation, hereby ratifying and confirming

all that such attorney-in-fact, or his/her substitute or substitutes,

shall lawfully do or cause to be done by virtue of this Power of Attorney

and the rights and powers herein granted.  The undersigned acknowledges

that the foregoing attorneys-in-fact, in serving in such capacity at the

request of the undersigned, are not assuming any of the undersigned's

responsibilities to comply with Section 16 of the Act.





EXECUTED as of this 25th day of February, 2014.





/s/ Annette C. Simmons Signature



Annette C. Simmons Printed Name





</PRE></BODY></HTML>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
