As filed with the Securities and Exchange Commission on October
8, 200426, 2010Registration No.
333-________333-169831UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KRONOS WORLDWIDE, INC.
(Exact(Exact Name of
Registrantregistrant asSpecifiedspecified inIts Charter)its charter)
| Delaware | 2810 | 76-0294959 | ||
| (State or other jurisdiction of | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
Three Lincoln Centre 5430 LBJ Freeway, Suite 1700 Dallas, Texas 75240-2697 (972) 233-1700 (Address, including zip code, and | Robert D. Graham Executive Vice President and General Counsel Kronos Worldwide, Inc. Three Lincoln Centre 5430 LBJ Freeway, Suite 1700 Dallas, Texas 75240-2697 (972) 233-1700 (972) 448-1445 (facsimile) | |
| (Name, address, including zip code, and telephone number, including area code, of agent for service) |
Copies to: Don M. Glendenning Toni Weinstein Locke Lord Bissell & Liddell LLP 2200 Ross Avenue, Suite 2200 Dallas, Texas 75201 (214) 740-8000 (214) 740-8800 (facsimile) | Copies to: Deanna L. Kirkpatrick Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4135 (212) 701-5135 (facsimile) |
Approximate date of commencement of proposed sale to the public:public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If delivery¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the prospectus is expected to be made pursuant to Rule
434, check the following box.
----------------
CALCULATION OF REGISTRATION FEE
Exchange Act. (Check one):
Large Accelerated filer ¨ | Accelerated filer ¨ | |
Non-accelerated filer x | Smaller reporting company ¨ | |
(Do not check if a smaller reporting company) |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
PRELIMINARY PROSPECTUS Subject to Completion October 8, 2004
- -------------------------------------------------------------------------------
7,500,000 Shares
[KRONOS LOGO]
KRONOS WORLDWIDE, INC.
Common Stock
We are offering 7,500,000 shares of our common stock. Our common stock
Explanatory Note
This Amendment No. 3 is listed
on the New York Stock Exchange under the symbol "KRO." On October 5, 2004, the
last reported sales price of our common stock on the New York Stock Exchange was
$40.20 per share.
Investing in our common stock involves a high degree of risk. Before buying any
shares, you should carefully read the discussion of material risks of investing
in our common stock in "Risk factors" beginning on page 14 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
| Item 13. | Other Expenses of Issuance and Distribution. |
The following table sets forth the costs and expenses, other than selling or underwriting discounts and commissions, to be incurred by us in connection with the issuance and distribution of the securities being registered hereby. With the exception of the SEC registration fee, NASDFINRA filing fee and NYSE listing fee, all fees and expenses set forth below are estimates.
SEC registration fee | $ | 25,007 | ||
FINRA filing fee | 35,573 | |||
NYSE filing fee | 37,440 | |||
Printing and engraving expenses | 30,000 | |||
Legal fees and expenses | 250,000 | |||
Accounting fees and expenses | 175,000 | |||
Miscellaneous | 21,980 | |||
Total | $ | 575,000 |
* To be provided by amendment.
Item 14. Indemnification of Directors and Officers.
| Item 14. | Indemnification of Directors and Officers. |
Section 102(b)(7) of the Delaware General Corporate Law (the "DGCL"“DGCL”) permits a Delaware corporation to limit the personal liability of its directors in accordance with the provisions set forth therein. The Registrant'sRegistrant’s First Amended and Restated Certificate of Incorporation provides that the personal liability of its directors shall be limited to the fullest extent permitted by applicable law.
Section 145 of the DGCL contains provisions permitting Delaware corporations to indemnify their directors, officers, employees or agents against expenses, including attorneys'attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person was or is a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, provided that (i) such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and (ii) in the case of a criminal action or proceeding, such person had no reasonable cause to believe his or her conduct was unlawful. In the case of actions or suits by or in the right of the corporation, no indemnification shall be made in a case in which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall have determined upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such court shall deem proper. Indemnification as described above shall only be granted in a specific case upon a determination that indemnification is proper in the circumstances because the indemnified person has met the applicable standard of
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conduct. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (a) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, (b) by a committee of such directors
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attorneys'attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.
The amended and restated bylaws (the "Bylaws"“Bylaws”) of the Registrant provide for indemnification of its directors and officers to the fullest extent permitted by the DGCL from and against all expenses (including attorneys'attorneys’ fees), liabilities or other matters arising out of their status as such or their acts, omissions or services rendered by such persons in such capacities or otherwise while serving at the request of the registrant. The Bylaws also provide that the registrant may indemnify any person who is not at the time a current director or officer of the registrant to the fullest extent permitted by the DGCL. As provided in the Bylaws, reasonable expenses (including attorneys'attorneys’ fees) incurred by a director or officer who was, is or is threatened to be made a named defendant or respondent in a proceeding by reason of his or her status as a director or officer of the registrant or services rendered by such persons in such capacities or otherwise at the request of the registrant shall be paid by the registrant in advance of the final disposition of such proceeding upon receipt of a written affirmation by the director or officer of his or her good
faith belief that he or she has met the standard of conduct necessary for
indemnification and a written undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the registrant as authorized in the Bylaws.
Item 15.
| Item 15. | Recent Sales of Unregistered Securities. |
None.
| Item 16. | Exhibits and Financial Statement Schedules. |
| (a) | Exhibits. |
Included as exhibits are the items listed in the Exhibit Index. We will furnish a copy of Unregistered Securities.
None.
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits.
Exhibit No. Description
1.1++ Underwriting Agreement dated __________, 2004 between Kronos
Worldwide, Inc. and UBS Securities LLC as representativeany of the several underwriters named therein.
2.1 Formexhibits listed below upon payment of Distribution Agreement between NL Industries, Inc.$4.00 per exhibit to cover our costs to furnish the exhibits. Pursuant to Item 601(b)(4)(iii) of Regulation S-K, any instrument defining the rights of holders of long-term debt issues and Kronos Worldwide, Inc. - incorporated by referenceother agreements related to Exhibit 2.1indebtedness which did not exceed 10% of the Registration Statement on Form 10 of the Registrant (File
No. 001-31763).
3.1 First Amended and Restated Certificate of Incorporation of Kronos
Worldwide, Inc. - incorporated by reference to Exhibit 3.1 of the
Registration Statement on Form 10 of the Registrant (File No.
001-31763).
3.2 Amended and Restated Bylaws of Kronos Worldwide, Inc. -
incorporated by reference to Exhibit 3.2 of the Registration
Statement on Form 10 of the Registrant (File No. 001-31763).
4.1 Form of common stock certificate - incorporated by reference to
Exhibit 4.1 of the Registration Statement on Form 10 of the
Registrant (File No. 001-31763).
4.2 Indenture governing the 8.875% Senior Secured Notes due 2009,
dated as of June 28, 2002, between Kronos International, Inc. and
The Bank of New York, as trustee - incorporated by reference to
Exhibit 4.1 to the Quarterly Report on Form 10-Q of NL
Industries, Inc. (File No. 1-640) for the quarter ended June 30,
2002.
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4.3 Form of certificate of 8.875% Senior Secured Note due 2009
(included as Exhibit A to Exhibit 4.2) - incorporated by
reference to Exhibit 4.2 of the Registration Statement on Form
S-4 of Kronos International, Inc. (File No. 333-100047).
4.4 Form of certificate of 8.875% Senior Secured Note due 2009
(included as Exhibit B to Exhibit 4.2) - incorporated by
reference to Exhibit 4.3 to of the Registration Statement on Form
S-4 of Kronos International, Inc. (File No. 333-100047).
4.5 Purchase Agreement, dated as of June 19, 2002, among Kronos
International, Inc., Deutsche Bank AG London, Dresdner Bank AG,
London Branch, and Commerzbank Aktiengesellschaft, London Branch
- incorporated by reference to Exhibit 4.4 to the Quarterly
Report on Form 10-Q of NL Industries, Inc. (File No. 1-640) for
the quarter ended June 30, 2002.
4.6 Collateral Agency Agreement, dated as of June 28, 2002, among The
Bank of New York, U.S. Bank, N.A. and Kronos International, Inc.
(filed herewith only with respect to Sections 2, 5, 6 and 8
thereof) - incorporated by reference to Exhibit 4.6 to the
Quarterly Report on Form 10-Q of NL Industries, Inc. (File No.
1-640) for the quarter ended June 30, 2002.
4.7 Security Over Shares Agreement (shares of Kronos Limited), dated
June 28, 2002, between Kronos International, Inc. and The Bank of
New York, U.S., as trustee - incorporated by reference to Exhibit
4.7 to the Quarterly Report on Form 10-Q of NL Industries, Inc.
(File No. 1-640) for the quarter ended June 30, 2002.
4.8 Pledge of Shares (shares of Kronos Denmark ApS), dated June 28,
2002, between Kronos International, Inc. and U.S. Bank, N.A., as
collateral agent - incorporated by reference to Exhibit 4.8 to
the Quarterly Report on Form 10-Q of NL Industries, Inc. (File
No. 1-640) for the quarter ended June 30, 2002.
4.9 Pledge Agreement (pledge of shares of Societe Industrielle du
Titane, S.A.), dated June 28, 2002, between Kronos International,
Inc. and U.S. Bank, N.A., as collateral agent - incorporated by
reference to Exhibit 4.9 to the Quarterly Report on Form 10-Q of
NL Industries, Inc. (File No. 1-640) for the quarter ended June
30, 2002.
4.10 Partnership Interest Pledge Agreement (pledge of fixed capital
contribution in Kronos Titan GmbH & Co. OHG), dated June 28,
2002, between Kronos International, Inc. and U.S. Bank, N.A., as
collateral agent - incorporated by reference to Exhibit 4.10 to
the Quarterly Report on Form 10-Q of NL Industries, Inc. (File
No. 1-640) for the quarter ended June 30, 2002.
5.1++ Opinion of Locke Liddell & Sapp LLP as to the validity of the
securities being registered hereunder.
10.1 Form of Tax Agreement between Valhi, Inc. and Kronos Worldwide,
Inc. - incorporated by reference to Exhibit 10.1 of the
Registration Statement on Form 10 of the Registrant (File No.
001-31763).
10.2 Intercorporate Services Agreement by and between Contran
Corporation and Kronos Worldwide, Inc., effective as of January
1, 2004 - incorporated by reference to Exhibit 10.2 to the
Quarterly Report on Form 10-Q of the Registrant (File No.
001-31763) for the quarter ended March 31, 2004.
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10.3 Promissory Note, dated September 24, 2004, made by Kronos
Worldwide, Inc. in favor of NL Industries, Inc. - incorporated by
reference to Exhibit 10.2 to a Current Report on Form 8-K of NL
Industries, Inc. (File No. 1-640) dated September 24, 2004.
10.4 Promissory Note, dated September 24, 2004, made by Kronos
Worldwide, Inc. in favor of Valcor, Inc. - incorporated by
reference to Exhibit 99.1 to a Current Report on Form 8-K of NL
Industries, Inc. (File No. 1-640) dated September 24, 2004.
10.5 Promissory Note, dated September 24, 2004, made by Kronos
Worldwide, Inc. in favor of Valhi, Inc. - incorporated by
reference to Exhibit 99.2 to a Current Report on Form 8-K of NL
Industries, Inc. (File No. 1-640) dated September 24, 2004.
10.6** Form of Kronos Worldwide, Inc. Long-Term Incentive Plan -
incorporated by reference to Exhibit 10.4 of the Registration
Statement on Form 10 of the Registrant (File No. 001-31763).
10.7 (euro)80,000,000 Facility Agreement, dated June 25, 2002, among
Kronos Titan GmbH & Co. OHG, Kronos Europe S.A./N.V., Kronos
Titan A/S and Titania A/S, as borrowers, Kronos Titan GmbH & Co.
OHG, Kronos Europe S.A./N.V. and Kronos Norge AS, as guarantors,
Kronos Denmark ApS, as security provider, Deutsche Bank AG, as
mandated lead arranger, Deutsche Bank Luxembourg S.A., as agent
and security agent, and KBC Bank NV, as fronting bank, and the
financial institutions listed in Schedule 1 thereto, as lenders -
incorporated by reference to Exhibit 10.1 to the Quarterly Report
on Form 10-Q of NL Industries, Inc. (File No. 1-640) for the
quarter ended June 30, 2002.
10.8+ First Amendment Agreement, dated September 3, 2004, Relating to a
Facility Agreement dated June 25, 2002 among Kronos Titan GmbH,
Kronos Europe S.A./N.V., Kronos Titan AS and Titania A/S, as
borrowers, Kronos Titan GmbH, Kronos Europe S.A./N.V. and Kronos
Norge AS, as guarantors, Kronos Denmark ApS, as security
provider, with Deutsche Bank Luxembourg S.A., acting as agent.
10.9 Lease Contract, dated June 21, 1952, between Farbenfabrieken
Bayer Aktiengesellschaft and Titangesellschaft mit beschrankter
Haftung (German language version and English translation thereof)
- incorporated by reference to Exhibit 10.14 to the Annual Report
on Form 10-K of NL Industries, Inc. (File No. 1-640) for the year
ended December 31, 1985.
10.10 Contract on Supplies and Services, dated as of June 30, 1995,
among Bayer AG, Kronos Titan-GmbH & Co. OHG and Kronos
International, Inc. (English translation from German language
document) - incorporated by reference to Exhibit 10.1 to
Quarterly Report on Form 10-Q of NL Industries, Inc. (File No.
1-640) for the quarter ended September 30, 1995.
10.11 Master Technology Exchange Agreement, dated as of October 18,
1993, among Kronos Worldwide, Inc. (f/k/a Kronos, Inc.), Kronos
Louisiana, Inc., Kronos International, Inc., Tioxide Group
Limited and Tioxide Group Services Limited - incorporated by
reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q of
NL Industries, Inc. (File No. 1-640) for the quarter ended
September 30, 1993.
10.12 Services Agreement, dated as of January 1, 1995, amended as of
April 1, 2002, among NL Industries, Inc., Kronos (US), Inc. and
Kronos International, Inc. - incorporated by reference to Exhibit
10.6 to the Registration Statement on Form S-4 of Kronos
International, Inc. (File No. 333-100047).
10.13 Form of Kronos Cost Sharing Agreement, effective as of January 1,
2002, among Kronos International, Inc., Kronos Europe S.A./N.V.,
Kronos (US), Inc., NL Industries, Inc., Kronos Titan GmbH & Co.
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OHG, Societe Industrielle du Titane, S.A., Kronos Titan A/S,
Titania A/S, Kronos Limited, Kronos Canada, Inc., Kronos Denmark
ApS and Kronos Louisiana Inc. - incorporated by reference to
Exhibit 10.8 to the Registration Statement on Form S-4 of Kronos
International, Inc. (File No. 333-100047).
10.14 Form of Assignment and Assumption Agreement, dated as of January
1, 1999, between Kronos (US), Inc. and Kronos International, Inc.
- incorporated by reference to Exhibit 10.9 to the Registration
Statement on Form S-4 of Kronos International, Inc. (File No.
333-100047).
10.15 Form of Cross License Agreement, effective as of January 1, 1999,
between Kronos Inc. (formerly known as Kronos (USA), Inc.) and
Kronos International, Inc. - incorporated by reference to Exhibit
10.10 to the Registration Statement on Form S-4 of Kronos
International, Inc. (File No. 333-100047).
10.16* Richards Bay Slag Sales Agreement, dated May 1, 1995, between
Richards Bay Iron and Titanium (Proprietary) Limited and Kronos
Worldwide, Inc. (f/k/a Kronos, Inc.) - incorporated by reference
to Exhibit 10.17 to the Annual Report on Form 10-K of NL
Industries, Inc. (File No. 1-640) for the year ended December 31,
1995.
10.17* Amendment to Richards Bay Slag Sales Agreement, dated May 1,
1999, between Richards Bay Iron and Titanium (Proprietary)
Limited and Kronos Worldwide, Inc. (f/k/a Kronos, Inc.) -
incorporated by reference to Exhibit 10.4 to the Annual Report on
Form 10-K of NL Industries, Inc. (File No. 1-640) for the year
ended December 31, 1999.
10.18* Amendment to Richards Bay Slag Sales Agreement, dated June 1,
2001, between Richards Bay Iron and Titanium (Proprietary)
Limited and Kronos Worldwide, Inc. (f/k/a Kronos, Inc.) -
incorporated by reference to Exhibit 10.5 to the Annual Report on
Form 10-K of NL Industries, Inc. (File No. 1-640) for the year
ended December 31, 2001.
10.19* Amendment to Richards Bay Slag Sales Agreement, dated December
20, 2002, between Richards Bay Iron and Titanium (Proprietary)
Limited and Kronos Worldwide, Inc. (f/k/a Kronos, Inc.) -
incorporated by reference to Exhibit 10.7 to the Annual Report on
Form 10-K of NL Industries, Inc. (File No. 1-640) for the year
ended December 31, 2002.
10.20* Amendment to Richards Bay Slag Sales Agreement, dated October 31,
2003, between Richards Bay Iron and Titanium (Proprietary)
Limited and Kronos, Inc. - incorporate by reference to Exhibit
10.17 to the Annual Report on Form 10-K of the Registrant (File
No. 001-31763) for the year ended December 31, 2003.
10.21 Agreement between Sachtleben Chemie GmbH and Kronos Titan-GmbH,
effective December 30, 1986 - incorporated by reference to
Exhibit 10.1 of the Quarterly Report on Form 10-Q of Kronos
International, Inc. (File No. 333-100047) for the quarter ended
September 30, 2002.
10.22 Supplementary Agreement to the Agreement of December 30, 1986
between Sachtleben Chemie GmbH and Kronos Titan-GmbH, dated May
3, 1996 - incorporated by reference to Exhibit 10.2 of the
Quarterly Report on Form 10-Q of Kronos International, Inc. (File
No. 333-100047) for the quarter ended September 30, 2002.
10.23 Second Supplementary Agreement to the Contract, dated December
30, 1986, between Sachtleben Chemie GmbH and Kronos Titan-GmbH
dated January 8, 2002 - incorporated by reference to Exhibit 10.3
of the Quarterly Report on Form 10-Q of Kronos International,
Inc. (File No. 333-100047) for the quarter ended September 30,
2002.
10.24 Formation Agreement, dated as of October 18, 1993, among Tioxide
Americas Inc., Kronos Louisiana, Inc. and Louisiana Pigment
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Company, L.P. - incorporated by reference to Exhibit 10.2 to the
Quarterly Report on Form 10-Q of NL Industries, Inc. (File No.
1-640) for the quarter ended September 30, 1993.
10.25 Joint Venture Agreement, dated as of October 18, 1993, between
Tioxide Americas Inc. and Kronos Louisiana, Inc. - incorporated
by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q
of NL Industries, Inc. (File No. 1-640) for the quarter ended
September 30, 1993.
10.26 Kronos Offtake Agreement, dated as of October 18, 1993, between
Kronos Louisiana, Inc. and Louisiana Pigment Company, L.P. -
incorporated by reference to Exhibit 10.4 to the Quarterly Report
on Form 10-Q of NL Industries, Inc. (File No. 1-640) for the
quarter ended September 30, 1993.
10.27 Amendment No. 1 to Kronos Offtake Agreement, datedconsolidated total assets as of December 20, 1995, between Kronos Louisiana, Inc. and Louisiana Pigment
Company, L.P. - incorporated by reference to Exhibit 10.2231, 2009 will be furnished to the Quarterly Report on Form 10-Q of NL Industries, Inc. (File No.
1-640) for the quarter ended September 30, 1995.
10.28 Tioxide Americas Offtake Agreement, dated as of October 18, 1993,
between Tioxide Americas Inc. and Louisiana Pigment Company, L.P.
- incorporated by reference to Exhibit 10.5 to the Quarterly
Report on Form 10-Q of NL Industries, Inc. (File No. 1-640) for
the quarter ended September 30, 1993.
10.29 Amendment No. 1 to Tioxide Americas Offtake Agreement, dated as
of December 20, 1995, between Tioxide Americas Inc. and Louisiana
Pigment Company, L.P. - incorporated by reference to Exhibit
10.24 to the Quarterly Report on Form 10-Q of NL Industries, Inc.
(File No. 1-640) for the quarter ended September 30, 1995.
10.30 TCI/KCI Output Purchase Agreement, dated as of October 18, 1993,
between Tioxide Canada Inc. and Kronos Canada, Inc. -
incorporated by reference to Exhibit 10.6 to the Quarterly Report
on Form 10-Q of NL Industries, Inc. (File No. 1-640) for the
quarter ended September 30, 1993.
10.31 TAI/KLA Output Purchase Agreement, dated as of October 18, 1993,
between Tioxide Americas Inc. and Kronos Louisiana, Inc. -
incorporated by reference to Exhibit 10.7 to the Quarterly Report
on Form 10-Q of NL Industries, Inc. (File No. 1-640) for the
quarter ended September 30, 1993.
10.32 Master Technology Exchange Agreement, dated as of October 18,
1993, among Kronos Worldwide, Inc. (f/k/a Kronos, Inc.), Kronos
Louisiana, Inc., Kronos International, Inc., Tioxide Group
Limited and Tioxide Group Services Limited - incorporated by
reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q of
NL Industries, Inc. (File No. 1-640) for the quarter ended
September 30, 1993.
10.33 Parents' Undertaking, dated as of October 18, 1993, between ICI
American Holdings Inc. and Kronos Worldwide, Inc. (f/k/a Kronos,
Inc.) - incorporated by reference to Exhibit 10.9 to the
Quarterly Report on Form 10-Q of NL Industries, Inc. (File No.
1-640) for the quarter ended September 30, 1993.
10.34 Allocation Agreement, dated as of October 18, 1993, between
Tioxide Americas Inc., ICI American Holdings, Inc., Kronos
Worldwide, Inc. (f/k/a Kronos, Inc.) and Kronos Louisiana, Inc. -
incorporated by reference to Exhibit 10.10 to the Quarterly
Report on Form 10-Q of NL Industries, Inc. (File No. 1-640) for
the quarter ended September 30, 1993.
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10.35 Amendment, dated August 11, 2003, to the Contract on Supplies and
Services among Bayer AG, Kronos Titan-GmbH & Co. OHG and Kronos
International (English translation of German language document) -
incorporated by reference to Exhibit 10.32 of the Registration
Statement on Form 10 of the Registrant (File No. 001-31763).
10.36 Insurance sharing agreement, dated October 30, 2003, by and among
CompX International Inc., Contran Corporation, Keystone
Consolidated Industries, Inc., Titanium Metals Corp., Valhi,
Inc., NL Industries, Inc. and Kronos Worldwide, Inc. -
incorporated by reference to Exhibit 10.48 to the Annual Report
on Form 10-K of NL Industries, Inc. (File No. 1-640) for the year
ended December 31, 2003.
10.37** Summary of Consulting Arrangement, beginning on August 1, 2003,
as amended, between Lawrence A. Wigdor and Kronos Worldwide, Inc.
- incorporated by reference to Exhibit 10.2 to the Quarterly
Report on Form 10-Q of the Registrant for the quarter ended March
31, 2004.
21.1+ Subsidiaries.
23.1 Consent of Locke Liddell & Sapp LLP (included in Exhibit 5.1)
23.2+ Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney (included on the signature page hereto).
- -----------------------------------
* Portions of the exhibit have been omitted pursuant to a request for
confidential treatment.
** Management contract, compensatory plan or arrangement.
+ Filed herewith.
++ To be filed by amendment.
(b) Financial Statement Schedules.
Commission upon request.
Item No. | Exhibit Index | |
| 1.1+ | Form of Underwriting Agreement between Kronos Worldwide, Inc. and Wells Fargo Securities, LLC, Deutsche Bank Securities Inc. and Stephens Inc., as representatives of the several underwriters named therein. | |
| 2.1 | Form of Distribution Agreement between NL Industries, Inc. and Kronos Worldwide, Inc. – incorporated by reference to Exhibit 2.1 of the Registration Statement on Form 10 of the Registrant (File No. 001-31763). | |
| 3.1 | First Amended and Restated Certificate of Incorporation of Kronos Worldwide, Inc. – incorporated by reference to Exhibit 3.1 of the Registration Statement on Form 10 of the Registrant (File No. 001-31763). | |
| 3.2 | Amended and Restated Bylaws of Kronos Worldwide, Inc. as of October 25, 2007 – incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (File No. 001-31763) filed with the U.S. Securities and Exchange Commission on October 31, 2007. | |
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| 4.1 | Indenture governing the 6.5% Senior Secured Notes due 2013, dated as of April 11, 2006, between Kronos International, Inc. and The Bank of New York, as trustee - incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Kronos International, Inc. (File No. 333-100047) filed with the U.S. Securities and Exchange Commission on April 11, 2006. | |
| 4.2 | Form of certificate of Series A 6.5% Senior Secured Note due 2013 - incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Kronos International, Inc. (File No. 333-100047) filed with the U.S. Securities and Exchange Commission on April 11, 2006. | |
| 4.3 | Form of certificate of Series B 6.5% Senior Secured Note due 2013 - incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K of Kronos International, Inc. (File No. 333-100047) filed with the U.S. Securities and Exchange Commission on April 11, 2006. | |
| 4.4 | Purchase Agreement dated April 5, 2006 between Kronos International, Inc. and Deutsche Bank AG London - incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K of Kronos International, Inc. (File No. 333-100047) filed with the U.S. Securities and Exchange Commission on April 11, 2006. | |
| 4.5 | Registration Rights Agreement dated as of April 11, 2006 between Kronos International, Inc. and Deutsche Bank AG London - incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K of Kronos International, Inc. (File No. 333-100047) filed with the U.S. Securities and Exchange Commission on April 11, 2006. | |
| 4.6 | Collateral Agency Agreement, dated April 11, 2006, among The Bank of New York, U.S. Bank, N.A. and Kronos International, Inc. - incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K of Kronos International, Inc. (File No. 333-100047) filed with the U.S. Securities and Exchange Commission on April 11, 2006. | |
| 4.7 | Security Over Shares Agreement, dated April 11, 2006, between Kronos International, Inc. and The Bank of New York - incorporated by reference to Exhibit 4.7 to the Current Report on Form 8-K of Kronos International, Inc. (File No. 333-100047) filed with the U.S. Securities and Exchange Commission on April 11, 2006. | |
| 4.8 | Pledge of Shares (shares in Kronos Denmark ApS), dated April 11, 2006, between Kronos International, Inc. and U.S. Bank, N.A. - incorporated by reference to Exhibit 4.8 to the Current Report on Form 8-K of Kronos International, Inc. (File No. 333-100047) filed with the U.S. Securities and Exchange Commission on April 11, 2006. | |
| 4.9 | Pledge Agreement (shares in Societe Industrielle du Titane S.A.), dated April 11, 2006, between Kronos International, Inc. and U.S. Bank, N.A. - incorporated by reference to Exhibit 4.9 to the Current Report on Form 8-K of Kronos International, Inc. (File No. 333-100047) filed with the U.S. Securities and Exchange Commission on April 11, 2006. | |
| 4.10 | Share Pledge Agreement (shares in Kronos Titan GmbH), dated April 11, 2006, between Kronos International, Inc. and U.S. Bank, N.A. - incorporated by reference to Exhibit 4.10 to the Current Report on Form 8-K of Kronos International, Inc. (File No. 333-100047) filed with the U.S. Securities and Exchange Commission on April 11, 2006. | |
| 4.11 | Form of common stock certificate – incorporated by reference to Exhibit 4.1 of the Registration Statement on Form 10 of the Registrant (File No. 001-31763). | |
| 5.1+++ | Opinion of Locke Lord Bissell & Liddell LLP as to the validity of the securities being registered hereunder. | |
| 10.1 | Form of Tax Agreement between Valhi, Inc. and Kronos Worldwide, Inc. – incorporated by reference to Exhibit 10.1 of the Registration Statement on Form 10 of the Registrant (File No. 001-31763). | |
| 10.2 | Intercorporate Services Agreement by and between Contran Corporation and Kronos Worldwide, Inc., effective as of January 1, 2004 – incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of the Registrant (File No. 001-31763) for the quarter ended March 31, 2004. | |
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| 10.3* | Form of Kronos Worldwide, Inc. 2003 Long-Term Incentive Plan – incorporated by reference to Exhibit 10.4 of the Registration Statement on Form 10 of the Registrant (File No. 001-31763). | |
| 10.4 | Euro 80,000,000 Facility Agreement, dated June 25, 2002, among Kronos Titan GmbH & Co. OHG, Kronos Europe S.A./N.V., Kronos Titan A/S and Titania A/S, as borrowers, Kronos Titan GmbH & Co. OHG, Kronos Europe S.A./N.V. and Kronos Norge AS, as guarantors, Kronos Denmark ApS, as security provider, Deutsche Bank AG, as mandated lead arranger, Deutsche Bank Luxembourg S.A., as agent and security agent, and KBC Bank NV, as fronting bank, and the financial institutions listed in Schedule 1 thereto, as lenders - incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of NL Industries, Inc. (File No. 001-00640) for the quarter ended June 30, 2002. | |
| 10.5 | First Amendment Agreement, dated September 3, 2004, Relating to a Facility Agreement dated June 25, 2002 among Kronos Titan GmbH, Kronos Europe S.A./N.V., Kronos Titan AS and Titania A/S, as borrowers, Kronos Titan GmbH, Kronos Europe S.A./N.V. and Kronos Norge AS, as guarantors, Kronos Denmark ApS, as security provider, with Deutsche Bank Luxembourg S.A., acting as agent – incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K of the Registrant dated November 17, 2004 (File No. 333-119639). | |
| 10.6 | Second Amendment Agreement Relating to a Facility Agreement dated June 25, 2002 executed as of June 14, 2005 by and among Deutsche Bank AG, as mandated lead arranger, Deutsche Bank Luxembourg S.A. as agent, the participating lenders, Kronos Titan GmbH, Kronos Europe S.A./N.V, Kronos Titan AS, Kronos Norge AS, Titania AS and Kronos Denmark ApS – incorporated by reference to Exhibit 10.3 to the Annual Report on Form 10-K of Kronos International, Inc. (File No. 333-100047) for the year ended December 31, 2009. | |
| 10.7 | Third Amendment Agreement Relating to a Facility Agreement dated June 25, 2002 executed as of May 26, 2008 by and among Deutsche Bank AG, as mandated lead arranger, Deutsche Bank Luxembourg S.A., as agent, the participating lenders, Kronos Titan GmbH, Kronos Europe S.A.,/N.V, Kronos Titan AS, Kronos Norge AS, Titania AS and Kronos Denmark ApS – incorporated by reference to Exhibit 10.4 to the Annual Report on Form 10-K of Kronos International, Inc. (File No. 333-100047) for the year ended December 31, 2009. | |
| 10.8 | Fourth Amendment Agreement Relating to a Facility Agreement dated June 25, 2002 executed as of September 15, 2009 by and among Deutsche Bank AG, as mandated lead arranger, Deutsche Bank Luxembourg S.A., as agent, the participating lenders, Kronos Titan GmbH, Kronos Europe S.A./N.V., Kronos Titan AS, Kronos Norge AS, Titania AS and Kronos Denmark ApS – incorporated by reference to Exhibit 10.5 to the Annual Report on Form 10-K of Kronos International, Inc. (File No. 333-1000047) for the year ended December 31, 2009. | |
| 10.9 | Lease Contract, dated June 21, 1952, between Farbenfabriken Bayer Aktiengesellschaft and Titangesellschaft mit beschrankter Haftung (German language version and English translation thereof)- incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K (File No. 001-00640) of NL Industries, Inc. for the year ended December 31, 1985. | |
| 10.10 | Master Technology Exchange Agreement, dated as of October 18, 1993, among Kronos Worldwide, Inc. (f/k/a Kronos, Inc.), Kronos Louisiana, Inc., Kronos International, Inc., Tioxide Group Limited and Tioxide Group Services Limited - incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q (File No. 001-00640) of NL Industries, Inc. for the quarter ended September 30, 1993. | |
| 10.11 | Form of Assignment and Assumption Agreement, dated as of January 1, 1999, between Kronos Inc. (formerly known as Kronos (USA), Inc.) and Kronos International, Inc. - incorporated by reference to Exhibit 10.9 to Kronos International, Inc.’s Registration Statement on Form S-4 (File No. 333-100047). | |
| 10.12 | Form of Cross License Agreement, effective as of January 1, 1999, between Kronos Inc. (formerly known as Kronos (USA), Inc.) and Kronos International, Inc. - incorporated by reference to Exhibit to Kronos International, Inc.’s Registration Statement on Form S-4 (File No. 333-100047). | |
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| 10.13 | Formation Agreement dated as of October 18, 1993 among Tioxide Americas Inc., Kronos Louisiana, Inc. and Louisiana Pigment Company, L.P. - incorporated by reference to Exhibit 10.2 to NL Industries, Inc.’s Quarterly Report on Form 10-Q (File No. 001-00640) for the quarter ended September 30, 1993. | |
| 10.14 | Joint Venture Agreement dated as of October 18, 1993 between Tioxide Americas Inc. and Kronos Louisiana, Inc. - incorporated by reference to Exhibit 10.3 to NL Industries, Inc.’s Quarterly Report on Form 10-Q (File No. 001-00640) for the quarter ended September 30, 1993. | |
| 10.15 | Kronos Offtake Agreement dated as of October 18, 1993 between Kronos Louisiana, Inc. and Louisiana Pigment Company, L.P. - incorporated by reference to Exhibit 10.4 to NL Industries, Inc.’s Quarterly Report on Form 10-Q (File No. 001-00640) for the quarter ended September 30, 1993. | |
| 10.16 | Amendment No. 1 to Kronos Offtake Agreement dated as of December 20, 1995 between Kronos Louisiana, Inc. and Louisiana Pigment Company, L.P. - incorporated by reference to Exhibit 10.22 to NL Industries, Inc.’s Annual Report on Form 10-K (File No. 001-00640) for the year ended December 31, 1995. | |
| 10.17 | Tioxide Americas Offtake Agreement dated as of October 18, 1993 between Tioxide Americas Inc. and Louisiana Pigment Company, L.P. - incorporated by reference to Exhibit 10.5 to NL Industries, Inc.’s Quarterly Report on Form 10-Q (File No. 001-00640) for the quarter ended September 30, 1993. | |
| 10.18 | Amendment No. 1 to Tioxide Americas Offtake Agreement dated as of December 20, 1995 between Tioxide Americas Inc. and Louisiana Pigment Company, L.P. - incorporated by reference to Exhibit 10.24 to NL Industries, Inc.’s Annual Report on Form 10-K (File No. 001-00640) for the year ended December 31, 1995. | |
| 10.19 | Parents’ Undertaking dated as of October 18, 1993 between ICI American Holdings Inc. and Kronos Worldwide, Inc. (f/k/a Kronos, Inc.) - incorporated by reference to Exhibit 10.9 to NL Industries, Inc.’s Quarterly Report on Form 10-Q (File No. 001-00640) for the quarter ended September 30, 1993. | |
| 10.20 | Allocation Agreement dated as of October 18, 1993 between Tioxide Americas Inc., ICI American Holdings, Inc., Kronos Worldwide, Inc. (f/k/a Kronos, Inc.) and Kronos Louisiana, Inc. - - incorporated by reference to Exhibit 10.10 to NL Industries, Inc.’s Quarterly Report on Form 10-Q (File No. 001-00640) for the quarter ended September 30, 1993. | |
| 10.21 | Insurance sharing agreement dated October 30, 2003 by and among CompX International Inc., Contran Corporation, Keystone Consolidated Industries, Inc., Titanium Metals Corp., Valhi, Inc., NL Industries, Inc. and Kronos Worldwide, Inc. – incorporated by reference to Exhibit 10.48 to NL Industries, Inc.’s Annual Report on Form 10-K (File No. 001-00640) for the year ended December 31, 2003. | |
| 21.1 | Subsidiaries of the Registrant – incorporated by reference to Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K (File No. 001-31763) for the year ended December 31, 2009. | |
| 23.1+++ | Consent of Locke Lord Bissell & Liddell LLP. | |
| 23.2+ | Consent of PricewaterhouseCoopers LLP. | |
| 24.1+++ | Power of Attorney. | |
| 99.1+++ | Financial statement schedule I of Kronos Worldwide, Inc. | |
| * | Management contract, compensatory plan or arrangement. |
| + | Filed herewith. |
II-5
| ++ | To be filed by amendment. |
| +++ | Previously filed. |
| (b) | Financial Statement Schedules. |
Schedule I, and Schedule II, including the report of the independent auditorsregistered public accounting firm related thereto, are incorporated by reference to Schedule I and
Scheduleis included as Exhibit 99.1.
Schedules II, respectively, to the Annual Report on Form 10-K of the Registrant
(File No. 001-31763) for the year ended December 31, 2003.
Schedules III and IV are omitted because they are not applicable.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes to deliver
to the underwriter at the closing specified in the underwriting
agreements, certificates in such denominations and registered in
such names as required by the underwriter to permit prompt delivery
to each purchaser.
| Item 17. | Undertakings. |
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions,
referenced in Item 14 of this Registration Statement or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against
II-7
The undersigned Registrant hereby undertakes that:
(1)
(a) For purposes of determining any liability under the Securities Act of 1933, as amended, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in thea form of prospectus filledfiled by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933, as amended, shall be deemed to be part of this registration statement as of the time it was declared effective.
(2)
(b) For the purpose of determining any liability under the Securities Act of 1933, as amended, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
II-8
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Dallas, state of Texas, on October 8, 2004.
KRONOS WORLDWIDE, INC.
By: /s/ Gregory M. Swalwell
---------------------------------
Gregory M. Swalwell
Vice President and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Gregory M. Swalwell, James W. Brown and
Robert D. Graham, each his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and any registration
statement related to the offering contemplated by this registration statement
that is to be effective upon filing pursuant to Rule 462(b) under the Securities
Act of 1933, and to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the Securities and Exchange Commission
and any state or other securities authority, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them or their or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
26, 2010.
| KRONOS WORLDWIDE, INC. | ||
| By: | /s/ Gregory M. Swalwell | |
Gregory M. Swalwell Executive Vice President and Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title and Capacity | Date | ||
* Harold C. Simmons | Chairman of the Board | October 26, 2010 | ||
* Steven L. Watson | Vice Chairman of the Board and Chief Executive (Principal Executive Officer) | October | ||
* Keith R. Coogan | Director | October | ||
* George E. Poston | Director | October | ||
* Glenn R. Simmons | Director | October | ||
* R. Gerald Turner | Director | October | ||
* C. H. Moore, Jr. | Director | October | ||
/s/Gregory M. Swalwell Gregory M. Swalwell | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | October 26, 2010 | ||
/s/ Tim C. Hafer Tim C. Hafer | Vice President and Controller (Principal Accounting Officer) | October 26, 2010 | ||
| * | By: | /s/ Gregory M. Swalwell | ||
| Attorney-in-Fact |
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EXHIBIT INDEX
Included as exhibits are the items listed in the Exhibit Index. We will furnish a copy of any of the exhibits listed below upon payment of $4.00 per exhibit to cover our costs to furnish the exhibits. Pursuant to Item 601(b)(4)(iii) of Regulation S-K, any instrument defining the rights of holders of long-term debt issues and other agreements related to indebtedness which did not exceed 10% of consolidated total assets as of December 31, 2009 will be furnished to the Commission upon request.
Item No. | Exhibit Index | |
1.1+ | Form of Underwriting Agreement between Kronos Worldwide, Inc. and Wells Fargo Securities, LLC, Deutsche Bank Securities Inc. and Stephens Inc., as representatives of the several underwriters named therein. | |
2.1 | Form of Distribution Agreement between NL Industries, Inc. and Kronos Worldwide, Inc. – incorporated by reference to Exhibit 2.1 of the Registration Statement on Form 10 of the Registrant (File No. 001-31763). | |
3.1 | First Amended and Restated Certificate of Incorporation of Kronos Worldwide, Inc. – incorporated by reference to Exhibit 3.1 of the Registration Statement on Form 10 of the Registrant (File No. 001-31763). | |
3.2 | Amended and Restated Bylaws of Kronos Worldwide, Inc. as of October 25, 2007 – incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (File No. 001-31763) filed with the U.S. Securities and Exchange Commission on October 31, 2007. | |
4.1 | Indenture governing the 6.5% Senior Secured Notes due 2013, dated as of April 11, 2006, between Kronos International, Inc. and The Bank of New York, as trustee - incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Kronos International, Inc. (File No. 333-100047) filed with the U.S. Securities and Exchange Commission on April 11, 2006. | |
4.2 | Form of certificate of Series A 6.5% Senior Secured Note due 2013 - incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Kronos International, Inc. (File No. 333-100047) filed with the U.S. Securities and Exchange Commission on April 11, 2006. | |
4.3 | Form of certificate of Series B 6.5% Senior Secured Note due 2013 - incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K of Kronos International, Inc. (File No. 333-100047) filed with the U.S. Securities and Exchange Commission on April 11, 2006. | |
4.4 | Purchase Agreement dated April 5, 2006 between Kronos International, Inc. and Deutsche Bank AG London - incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K of Kronos International, Inc. (File No. 333-100047) filed with the U.S. Securities and Exchange Commission on April 11, 2006. | |
4.5 | Registration Rights Agreement dated as of April 11, 2006 between Kronos International, Inc. and Deutsche Bank AG London - incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K of Kronos International, Inc. (File No. 333-100047) filed with the U.S. Securities and Exchange Commission on April 11, 2006. | |
4.6 | Collateral Agency Agreement, dated April 11, 2006, among The Bank of New York, U.S. Bank, N.A. and Kronos International, Inc. - incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K of Kronos International, Inc. (File No. 333-100047) filed with the U.S. Securities and Exchange Commission on April 11, 2006. | |
4.7 | Security Over Shares Agreement, dated April 11, 2006, between Kronos International, Inc. and The Bank of New York - incorporated by reference to Exhibit 4.7 to the Current Report on Form 8-K of Kronos International, Inc. (File No. 333-100047) filed with the U.S. Securities and Exchange Commission on April 11, 2006. | |
4.8 | Pledge of Shares (shares in Kronos Denmark ApS), dated April 11, 2006, between Kronos International, Inc. and U.S. Bank, N.A. - incorporated by reference to Exhibit 4.8 to the Current Report on Form 8-K of Kronos International, Inc. (File No. 333-100047) filed with the U.S. Securities and Exchange Commission on April 11, 2006. | |
4.9 | Pledge Agreement (shares in Societe Industrielle du Titane S.A.), dated April 11, 2006, between Kronos International, Inc. and U.S. Bank, N.A. - incorporated by reference to Exhibit 4.9 to the Current Report on Form 8-K of Kronos International, Inc. (File No. 333-100047) filed with the U.S. Securities and Exchange Commission on April 11, 2006. | |
4.10 | Share Pledge Agreement (shares in Kronos Titan GmbH), dated April 11, 2006, between Kronos International, Inc. and U.S. Bank, N.A. - incorporated by reference to Exhibit 4.10 to the Current Report on Form 8-K of Kronos International, Inc. (File No. 333-100047) filed with the U.S. Securities and Exchange Commission on April 11, 2006. | |
4.11 | Form of common stock certificate – incorporated by reference to Exhibit 4.1 of the Registration Statement on Form 10 of the Registrant (File No. 001-31763). | |
5.1+++ | Opinion of Locke Lord Bissell & Liddell LLP as to the validity of the securities being registered hereunder. | |
10.1 | Form of Tax Agreement between Valhi, Inc. and Kronos Worldwide, Inc. – incorporated by reference to Exhibit 10.1 of the Registration Statement on Form 10 of the Registrant (File No. 001-31763). | |
10.2 | Intercorporate Services Agreement by and between Contran Corporation and Kronos Worldwide, Inc., effective as of January 1, 2004 – incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of the Registrant (File No. 001-31763) for the quarter ended March 31, 2004. | |
10.3* | Form of Kronos Worldwide, Inc. 2003 Long-Term Incentive Plan – incorporated by reference to Exhibit 10.4 of the Registration Statement on Form 10 of the Registrant (File No. 001-31763). | |
10.4 | Euro 80,000,000 Facility Agreement, dated June 25, 2002, among Kronos Titan GmbH & Co. OHG, Kronos Europe S.A./N.V., Kronos Titan A/S and Titania A/S, as borrowers, Kronos Titan GmbH & Co. OHG, Kronos Europe S.A./N.V. and Kronos Norge AS, as guarantors, Kronos Denmark ApS, as security provider, Deutsche Bank AG, as mandated lead arranger, Deutsche Bank Luxembourg S.A., as agent and security agent, and KBC Bank NV, as fronting bank, and the financial institutions listed in Schedule 1 thereto, as lenders - incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of NL Industries, Inc. (File No. 001-00640) for the quarter ended June 30, 2002. | |
10.5 | First Amendment Agreement, dated September 3, 2004, Relating to a Facility Agreement dated June 25, 2002 among Kronos Titan GmbH, Kronos Europe S.A./N.V., Kronos Titan AS and Titania A/S, as borrowers, Kronos Titan GmbH, Kronos Europe S.A./N.V. and Kronos Norge AS, as guarantors, Kronos Denmark ApS, as security provider, with Deutsche Bank Luxembourg S.A., acting as agent – incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K of the Registrant dated November 17, 2004 (File No. 333-119639). | |
10.6 | Second Amendment Agreement Relating to a Facility Agreement dated June 25, 2002 executed as of June 14, 2005 by and among Deutsche Bank AG, as mandated lead arranger, Deutsche Bank Luxembourg S.A. as agent, the participating lenders, Kronos Titan GmbH, Kronos Europe S.A./N.V, Kronos Titan AS, Kronos Norge AS, Titania AS and Kronos Denmark ApS – incorporated by reference to Exhibit 10.3 to the Annual Report on Form 10-K of Kronos International, Inc. (File No. 333-100047) for the year ended December 31, 2009. | |
10.7 | Third Amendment Agreement Relating to a Facility Agreement dated June 25, 2002 executed as of May 26, 2008 by and among Deutsche Bank AG, as mandated lead arranger, Deutsche Bank Luxembourg S.A., as agent, the participating lenders, Kronos Titan GmbH, Kronos Europe S.A.,/N.V, Kronos Titan AS, Kronos Norge AS, Titania AS and Kronos Denmark ApS – incorporated by reference to Exhibit 10.4 to the Annual Report on Form 10-K of Kronos International, Inc. (File No. 333-100047) for the year ended December 31, 2009. | |
10.8 | Fourth Amendment Agreement Relating to a Facility Agreement dated June 25, 2002 executed as of September 15, 2009 by and among Deutsche Bank AG, as mandated lead arranger, Deutsche Bank Luxembourg S.A., as agent, the participating lenders, Kronos Titan GmbH, Kronos Europe S.A./N.V., Kronos Titan AS, Kronos Norge AS, Titania AS and Kronos Denmark ApS – incorporated by reference to Exhibit 10.5 to the Annual Report on Form 10-K of Kronos International, Inc. (File No. 333-1000047) for the year ended December 31, 2009. | |
10.9 | Lease Contract, dated June 21, 1952, between Farbenfabriken Bayer Aktiengesellschaft and Titangesellschaft mit beschrankter Haftung (German language version and English translation thereof)- incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K (File No. 001-00640) of NL Industries, Inc. for the year ended December 31, 1985. | |
10.10 | Master Technology Exchange Agreement, dated as of October 18, 1993, among Kronos Worldwide, Inc. (f/k/a Kronos, Inc.), Kronos Louisiana, Inc., Kronos International, Inc., Tioxide Group Limited and Tioxide Group Services Limited - incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q (File No. 001-00640) of NL Industries, Inc. for the quarter ended September 30, 1993. | |
10.11 | Form of Assignment and Assumption Agreement, dated as of January 1, 1999, between Kronos Inc. (formerly known as Kronos (USA), Inc.) and Kronos International, Inc. - incorporated by reference to Exhibit 10.9 to Kronos International, Inc.’s Registration Statement on Form S-4 (File No. 333-100047). | |
10.12 | Form of Cross License Agreement, effective as of January 1, 1999, between Kronos Inc. (formerly known as Kronos (USA), Inc.) and Kronos International, Inc. - incorporated by reference to Exhibit to Kronos International, Inc.’s Registration Statement on Form S-4 (File No. 333-100047). | |
10.13 | Formation Agreement dated as of October 18, 1993 among Tioxide Americas Inc., Kronos Louisiana, Inc. and Louisiana Pigment Company, L.P. - incorporated by reference to Exhibit 10.2 to NL Industries, Inc.’s Quarterly Report on Form 10-Q (File No. 001-00640) for the quarter ended September 30, 1993. | |
10.14 | Joint Venture Agreement dated as of October 18, 1993 between Tioxide Americas Inc. and Kronos Louisiana, Inc. - incorporated by reference to Exhibit 10.3 to NL Industries, Inc.’s Quarterly Report on Form 10-Q (File No. 001-00640) for the quarter ended September 30, 1993. | |
10.15 | Kronos Offtake Agreement dated as of October 18, 1993 between Kronos Louisiana, Inc. and Louisiana Pigment Company, L.P. - incorporated by reference to Exhibit 10.4 to NL Industries, Inc.’s Quarterly Report on Form 10-Q (File No. 001-00640) for the quarter ended September 30, 1993. | |
10.16 | Amendment No. 1 to Kronos Offtake Agreement dated as of December 20, 1995 between Kronos Louisiana, Inc. and Louisiana Pigment Company, L.P. - incorporated by reference to Exhibit 10.22 to NL Industries, Inc.’s Annual Report on Form 10-K (File No. 001-00640) for the year ended December 31, 1995. | |
10.17 | Tioxide Americas Offtake Agreement dated as of October 18, 1993 between Tioxide Americas Inc. and Louisiana Pigment Company, L.P. - incorporated by reference to Exhibit 10.5 to NL Industries, Inc.’s Quarterly Report on Form 10-Q (File No. 001-00640) for the quarter ended September 30, 1993. | |
10.18 | Amendment No. 1 to Tioxide Americas Offtake Agreement dated as of December 20, 1995 between Tioxide Americas Inc. and Louisiana Pigment Company, L.P. - incorporated by reference to Exhibit 10.24 to NL Industries, Inc.’s Annual Report on Form 10-K (File No. 001-00640) for the year ended December 31, 1995. | |
10.19 | Parents’ Undertaking dated as of October 18, 1993 between ICI American Holdings Inc. and Kronos Worldwide, Inc. (f/k/a Kronos, Inc.) - incorporated by reference to Exhibit 10.9 to NL Industries, Inc.’s Quarterly Report on Form 10-Q (File No. 001-00640) for the quarter ended September 30, 1993. | |
10.20 | Allocation Agreement dated as of October 18, 1993 between Tioxide Americas Inc., ICI American Holdings, Inc., Kronos Worldwide, Inc. (f/k/a Kronos, Inc.) and Kronos Louisiana, Inc. - - incorporated by reference to Exhibit 10.10 to NL Industries, Inc.’s Quarterly Report on Form 10-Q (File No. 001-00640) for the quarter ended September 30, 1993. | |
10.21 | Insurance sharing agreement dated October 30, 2003 by and among CompX International Inc., Contran Corporation, Keystone Consolidated Industries, Inc., Titanium Metals Corp., Valhi, Inc., NL Industries, Inc. and Kronos Worldwide, Inc. – incorporated by reference to Exhibit 10.48 to NL Industries, Inc.’s Annual Report on Form 10-K (File No. 001-00640) for the year ended December 31, 2003. | |
21.1 | Subsidiaries of the Registrant – incorporated by reference to Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K (File No. 001-31763) for the year ended December 31, 2009. | |
23.1+++ | Consent of Locke Lord Bissell & Liddell LLP. | |
23.2+ | Consent of PricewaterhouseCoopers LLP. | |
24.1+++ | Power of Attorney. | |
99.1+++ | Financial statement schedule I of Kronos Worldwide, Inc. | |
| * | Management contract, compensatory plan or arrangement. |
| + | Filed herewith. |
| ++ | To be filed by amendment. |
| +++ | Previously filed. |