SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
December 27, 1994
----------------------------------------------------------
(Date of Report, date of earliest event reported)
VALHI, INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-5467 87-0110150
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
5430 LBJ Freeway, Suite 1700, Dallas, TX 75240-2697
(Address of principal executive offices) (Zip Code)
(214) 233-1700
(Registrant's telephone number, including area code)
Not applicable
(Former name or address, if changed since last report)
Item 2: Acquisition or Disposition of Assets.
o On December 27, 1994, the Board of Directors of Valhi, Inc.
declared a special dividend on its common stock of all of its
approximately 48.1% ownership of Tremont Corporation. The
special dividend, consisting of 3,537,166 shares of Tremont
common stock, is payable February 3, 1995 to Valhi stockholders
of record at the close of business on January 6, 1995. Based
upon current outstanding shares, Valhi stockholders will receive,
in a taxable distribution, approximately .03 (three one-hundreds)
of a share of Tremont common stock for each share of Valhi common
stock held as of the record date, with cash paid in lieu of
fractional shares.
The common stock of Tremont Corporation (Commission File No. 1-
10126) is traded on the New York and Pacific Stock Exchanges
under the symbol "TRE" and had a closing price on December 23,
1994 of $11.75 per share.
o During the fourth quarter of 1994 (through December 23, 1994),
Valhi purchased an additional 1,038,900 shares of the common
stock of NL Industries, Inc. (Commission File No. 1-640) in the
open market for an aggregate of $12.4 million. The NL shares
acquired increased Valhi's direct ownership of NL from
approximately 48.9% at September 30, 1994 to approximately 50.9%.
As a result of increasing its ownership of NL to more than 50% as
of December 13, 1994, Valhi will cease to report its interest in
NL by the equity method and will fully consolidate NL's financial
position as of December 31, 1994 and will fully consolidate NL's
results of operations and cash flows beginning in 1995.
The source of funds to make the purchases was Valhi's cash on
hand, and no funds were borrowed for this purpose.
Item 7: Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Financial statements of business acquired:
o Annual financial statements - Consolidated financial statements
of NL, with independent auditors report thereon, pages F-1
through F-38 inclusive of NL's Annual Report on Form 10-K for the
year ended December 31, 1993 (Commission File No. 1-640) are
incorporated herein by reference to Exhibit 99.1 of Valhi's
Annual Report on Form 10-K for the year ended December 31, 1993.
o Interim financial statements - Unaudited consolidated financial
statements of NL are incorporated herein by reference to pages 3
through 13 inclusive of NL's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1994 (Commission File No. 1-640).
(b) Pro forma financial information:
Pro forma condensed consolidated financial statements of Valhi
which present the pro forma effect of the transactions described
in Item 2 above (distribution of Tremont stock and consolidation
of NL), assuming such transactions had occurred as of the dates
set forth in the accompanying notes, are included herein as
Exhibit 99.2.
(c) Exhibits
Item No. Exhibit Index
-------- -------------------------------------
99.1 Press Release of the Registrant dated December 27,
1994.
99.2 Pro forma financial information of the Registrant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VALHI, INC.
(Registrant)
By: /s/ Steven L. Watson
Steven L. Watson
Vice President & Secretary
Date: December 27, 1994
EXHIBIT 99.1
Joseph S. Compofelice
Executive Vice President
(713) 423-3303
(214) 450-4259
PRESS RELEASE
VALHI DISTRIBUTES TREMONT INTEREST
Dallas, Texas . . . December 27, 1994 . . . Valhi, Inc. (NYSE:VHI)
announced today that its Board of Directors has declared a special dividend on
its common stock of all of its approximately 48.1% ownership of Tremont
Corporation (NYSE:TRE), consisting of 3,537,166 shares of Tremont common stock.
The dividend will be payable on February 3, 1995 to Valhi stockholders of record
at the close of business on January 6, 1995. Based on current outstanding
shares, Valhi stockholders will receive in a taxable distribution approximately
.03 of a share of Tremont common stock for each share of Valhi common stock held
as of the record date, with cash paid in lieu of fractional shares.
Tremont, headquartered in Denver, Colorado, is a leading U.S. integrated
producer of titanium metal products and holds approximately 17.8% of NL
Industries, Inc. (NYSE:NL). Tremont's common stock had a closing price on
December 23, 1994 of $11.75 per share.
Valhi previously announced its intention to acquire additional shares of
the common stock of NL that, when combined with Valhi's existing holdings, would
result in Valhi directly holding in excess of 50% of NL. As of December 23,
1994, Valhi held 50.9% of NL, which will allow Valhi to consolidate NL's
financial results, rather than only reporting its equity in NL's net earnings
and losses. Harold C. Simmons, Chairman of the Board and Chief Executive
Officer of Valhi, stated that "We believe that NL is in the early stages of a
cyclical recovery of its titanium dioxide pigments (Ti02) business as evidenced
in 1994 by improvement in industry-wide capacity utilization, price increases
realized in 1994 and recent price increase announcements effective in early
1995. NL management has stated that it expects NL to be profitable in 1995 and
to use improvements in cash-flow to reduce its indebtedness. As NL's operating
environment improves, the value of Valhi's investment in NL should be enhanced
accordingly. The profitability of Valhi's wholly-owned refined sugar, forest
products and other businesses has been overshadowed by losses at NL for the last
few years."
Valhi believes that the distribution of Tremont, along with the
consolidation of NL, will result in a more understandable presentation of
Valhi's financial results and, after the distribution, will allow Valhi
stockholders to independently make their own investment decisions with respect
to their Valhi shares and the Tremont shares they receive as a result of the
distribution. Contran and certain of its subsidiaries currently hold
approximately 90% of Valhi and therefore will receive approximately 90% of the
Tremont shares currently held by Valhi.
Selected pro forma financial information reflecting the effect of Valhi's
consolidation of NL and its distribution of Tremont is summarized below.
<TABLE>
<CAPTION>
Nine Months Ended 9/30/94
-------------------------
Before Distribution After Distribution
of Tremont and of Tremont and
Consolidation of NL Consolidation of NL
------------------- -------------------
(Historical) (Pro forma)
(In millions, except per share data)
<S> <C> <C>
Results of Operations
Net sales $632.3 $1,296.5
Operating income 73.3 132.9
Income from continuing
operations 6.9 1.7
Income from continuing
operations per share $ .06 $ .01
Balance Sheet
(at September 30, 1994)
Total assets $785.6 $2,356.6
Long-term debt 308.5 1,099.5
Stockholders' equity 215.9 199.2
</TABLE>
Valhi, Inc., headquartered in Dallas, Texas, is engaged in the chemicals,
refined sugar, forest products, fast food and hardware products industries.
Exhibit 99.2
VALHI, INC. AND SUBSIDIARIES
INDEX TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Page
---------
Pro Forma Condensed Consolidated Balance Sheet - September 30, 1994 F-2/F-3
Notes to Pro Forma Condensed Consolidated Balance Sheet F-4/F-5
Pro Forma Condensed Consolidated Statements of Operations:
Nine months ended September 30, 1994 F-6
Year ended December 31, 1993 F-7
Notes to Pro Forma Condensed Consolidated Statements of Operations F-8
These pro forma condensed consolidated financial statements should be read in
conjunction with the respective historical consolidated financial statements
of Valhi, Inc. and NL Industries, Inc. The pro forma condensed consolidated
financial statements are not necessarily indicative of Valhi's consolidated
financial position or results of continuing operations as they may be in the
future.
F-1
VALHI, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
September 30, 1994
(Unaudited)
(In millions)
<TABLE>
<CAPTION>
Pro forma Pro forma
Valhi adjustment NL adjustment
ASSETS Historical (I) Historical (II) Pro forma
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents $21.4 $ - $194.1 ($12.4)(a) $203.1
Marketable securities 23.7 - 25.5 - 49.2
Accounts and notes receivable 97.0 - 160.5 - 257.5
Receivable from affiliates 10.3 - - - 10.3
Inventories 94.5 - 167.8 1.0 (c) 263.3
Other 5.6 - 13.2 - 18.8
---------- ---------- ---------- ---------- ----------
252.5 - 561.1 (11.4) 802.2
---------- ---------- ---------- ---------- ----------
Other assets:
Marketable securities 110.8 - 20.5 (3.9)(c) 127.4
Investment in joint ventures - - 188.4 - 188.4
Natural resource properties 53.1 - - 9.2 (b)
20.3 (c) 82.6
Deferred income taxes 33.8 (6.0) - (27.8)(d) -
Goodwill 5.4 - - 242.7 (c) 248.1
Other assets 31.5 - 58.5 - 90.0
Investment in affiliates:
NL Industries, Inc. 50.4 - - 12.4 (a)
(62.8)(c) -
Tremont Corporation 5.7 (5.7) - - -
---------- ---------- ---------- ---------- ----------
290.7 (11.7) 267.4 190.1 736.5
---------- ---------- ---------- ---------- ----------
Property and equipment, net 242.4 - 409.1 (9.2)(b)
175.6 (c) 817.9
---------- ---------- ---------- ---------- ----------
$785.6 ($11.7) $1,237.6 $345.1 $2,356.6
========== ========== ========== ========== ==========
</TABLE>
F-2
VALHI, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (CONTINUED)
September 30, 1994
(Unaudited)
(In millions)
<TABLE>
<CAPTION>
Pro forma Pro forma
Valhi adjustment NL adjustment
LIABILITIES AND STOCKHOLDERS' EQUITY Historical (I) Historical (II) Pro forma
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Current liabilities:
Notes payable & current long-term debt $66.8 $ - $43.3 $ - $110.1
Accounts payable & accrued liabilities 160.3 - 192.5 - 352.8
Payable to affiliates 0.1 5.0 10.6 - 15.7
Income taxes 3.6 9.6 0.4 (c) 13.6
---------- ---------- ---------- ---------- ----------
230.8 5.0 256.0 0.4 492.2
---------- ---------- ---------- ---------- ----------
Noncurrent liabilities:
Long-term debt 308.5 - 791.0 - 1,099.5
Deferred income taxes 3.0 - 204.6 77.3 (c)
(27.8)(d) 257.1
Accrued pension cost 0.1 - 79.5 - 79.6
Accrued OPEB cost 18.3 - 65.9 - 84.2
Accrued environmental costs - - 83.4 - 83.4
Other 9.0 - 49.5 - 58.5
---------- ---------- ---------- ---------- ----------
338.9 - 1,273.9 49.5 1,662.3
---------- ---------- ---------- ---------- ----------
Minority interest in NL subsidiaries - - 2.9 - 2.9
---------- ---------- ---------- ---------- ----------
Stockholders' equity:
Common stock and paid-in capital 34.5 767.6 (767.6)(c) 34.5
Retained earnings 222.9 (18.6) (569.5) 569.5 (c) 204.3
Treasury stock (71.2) - (366.6) 366.6 (c) (71.2)
Adjustments:
Currency translation (11.6) 1.4 (122.7) 122.7 (c) (10.2)
Marketable securities 42.8 0.1 (0.5) 0.5 (c) 42.9
Pension liabilities (1.5) 0.4 (3.5) 3.5 (c) (1.1)
---------- ---------- ---------- ---------- ----------
215.9 (16.7) (295.2) 295.2 199.2
---------- ---------- ---------- ---------- ----------
$785.6 ($11.7) $1,237.6 $345.1 $2,356.6
========== ========== ========== ========== ==========
</TABLE>
See accompanying notes to pro forma condensed consolidated balance sheet.
F-3
VALHI, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
Note 1 - Basis of presentation:
The Pro Forma Condensed Consolidated Balance Sheet assumes the following
transactions (more fully described in Item 2 of this Current Report on Form
8-K) occurred on September 30, 1994:
I- Valhi distributed its holdings of Tremont common stock (3.5 million
shares) pro rata to Valhi stockholders (the "Distribution"). Prior to
the Distribution, Valhi accounted for Tremont by the equity method and,
accordingly, the Distribution is accounted for as a "spin-off" (recorded
at book value, net of tax). The Distribution is currently taxable to
Valhi for federal income tax purposes based upon the aggregate fair
market value of the Tremont stock distributed.
II- Valhi increased its interest in NL Industries from approximately 48.9% to
approximately 50.9% through the purchase of an additional 1,038,900 shares
of NL common stock (for approximately $12.4 million) and commenced
accounting for NL as a consolidated subsidiary at that date (step
acquisition accounted for by the purchase method).
Note 2 - Pro forma adjustments:
I - Reflect the Distribution of Tremont common stock as a "spin-off",
net of tax.
<TABLE>
<CAPTION>
Amount
------------
(In millions)
<S> <C>
Taxable value of Tremont stock distributed, based upon
the September 30, 1994 market price of $10.50 per share $37.1
Valhi's net carrying value of Tremont stock 5.7
------------
$31.4
============
Income tax on above at the U.S. federal statutory rate of 35% $11.0
============
The charge to Valhi's equity to reflect the Distribution consists of:
Net carrying value of Tremont stock $5.7
Related income taxes:
Currently payable 5.0
Deferred - reversal of amounts previously provided 6.0
------------
$16.7
============
</TABLE>
F-4
VALHI, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (CONTINUED)
(Unaudited)
II- (a) Cost of 1,038,900 shares of NL common stock purchased in market
transactions at an average price of $11.93 per share, including fees
and commissions.
(b) Reclassification of certain NL historical amounts to conform to
Valhi's presentation.
(c) Consolidation entries.
<TABLE>
<CAPTION>
Amount
------------
(In millions)
<S> <C>
Valhi's investment in NL:
Actual at September 30, 1994 $50.4
Pro forma purchase of additional NL common shares 12.4
------------
62.8
NL's separately-reported stockholders' deficit 295.2
------------
Valhi's net purchase accounting basis differences 358.0
Less previously allocated net basis differences existing at
September 30, 1994. Such purchase accounting differences were
allocated among NL's net assets (principally property and
equipment) at the various dates of acquisition based upon
relative fair values at such dates and include $79.4
million of goodwill 194.7
------------
Additional purchase accounting basis differences created by the
acquisition of additional NL shares and the consolidation of NL
(step acquisition accounted for by the purchase method) - deemed
to be goodwill to be amortized by the straight-line method over
the remaining life (approximately 31 years) of the $79.4 million
of previously-allocated goodwill attributable to NL $163.3
============
</TABLE>
No minority interest attributable to NL's separately-reported
stockholders' deficit can be recognized in consolidation, which
results in Valhi recording approximately $145 million of amortizable
goodwill in excess of the $18 million directly attributable to
Valhi's pro-rata increase in ownership of NL.
(d) Reclassification.
F-5
VALHI, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Nine months ended September 30, 1994
(Unaudited)
(In millions, except per share data)
<TABLE>
<CAPTION>
Pro forma Pro forma
Valhi adjustment NL adjustment
Historical (I) Historical (II) Pro forma
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Revenues and other income:
Net sales $632.3 $ - $664.2 $ - $1,296.5
Other, net 6.7 - 36.5 - 43.2
---------- ---------- ---------- ---------- ----------
639.0 - 700.7 - 1,339.7
---------- ---------- ---------- ---------- ----------
Costs and expenses:
Cost of goods sold 481.4 - 493.9 9.1 (a) 984.4
Selling, general and administrative 91.0 - 157.4 3.2 (a)
3.7 (b) 255.3
Interest 26.0 - 63.1 - 89.1
---------- ---------- ---------- ---------- ----------
598.4 - 714.4 16.0 1,328.8
---------- ---------- ---------- ---------- ----------
Income of consolidated companies
before income taxes 40.6 - (13.7) (16.0) 10.9
Equity in losses of affiliates (30.5) 7.0 - 23.5 (a) -
---------- ---------- ---------- ---------- ----------
Income before income taxes and
minority interest 10.1 7.0 (13.7) 7.5 10.9
Provision for income taxes 3.2 2.4 12.2 (3.9)(a)
(5.3)(c) 8.6
Minority interest in NL subsidiaries - - 0.6 - 0.6
---------- ---------- ---------- ---------- ----------
Income from continuing operations $6.9 $4.6 ($26.5) $16.7 $1.7
========== ========== ========== ========== ==========
Income from continuing operations per share $0.06 $0.01
========== ==========
Weighted average common shares outstanding 114.3 114.3
========== ==========
</TABLE>
See accompanying notes to pro forma condensed consolidated statements
of operations.
F-6
VALHI, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Year ended December 31, 1993
(Unaudited)
(In millions, except per share data)
<TABLE>
<CAPTION>
Pro forma Pro forma
Valhi adjustment NL adjustment
Historical (I) Historical (II) Pro forma
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Revenues and other income:
Net sales $781.2 $ - $805.3 $ - $1,586.5
Other, net 12.8 - 22.1 - 34.9
---------- ---------- ---------- ---------- ----------
794.0 - 827.4 - 1,621.4
---------- ---------- ---------- ---------- ----------
Costs and expenses:
Cost of goods sold 593.0 - 612.4 12.2 (a) 1,217.6
Selling, general and administrative 113.1 - 185.7 4.9 (a)
4.9 (b) 308.6
Impairment charge - - - 84.0 (d) 84.0
Interest 38.6 - 99.1 - 137.7
---------- ---------- ---------- ---------- ----------
744.7 - 897.2 106.0 1,747.9
---------- ---------- ---------- ---------- ----------
Income of consolidated companies
before income taxes 49.3 - (69.8) (106.0) (126.5)
---------- ---------- ---------- ---------- ----------
Equity in losses of affiliates:
Equity in losses (59.8) 7.4 - 52.4 (a) -
Provision for market value impairment (84.0) - - 84.0 (d) -
---------- ---------- ---------- ---------- ----------
(143.8) 7.4 - 136.4 -
---------- ---------- ---------- ---------- ----------
Loss before income taxes and
minority interest (94.5) 7.4 (69.8) 30.4 (126.5)
Provision for income taxes (benefit) (30.4) 2.6 12.7 (12.4)(a)
(14.1)(c) (41.6)
Minority interest in NL subsidiaries - - 0.7 - 0.7
---------- ---------- ---------- ---------- ----------
Loss from continuing operations ($64.1) $4.8 ($83.2) $56.9 ($85.6)
========== ========== ========== ========== ==========
Loss from continuing operations per share ($0.56) ($0.75)
========== ==========
Weighted average common shares outstanding 114.1 114.1
========== ==========
</TABLE>
See accompanying notes to pro forma condensed consolidated statements
of operations.
F-7
VALHI, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Note 1 - Basis of presentation:
The Pro Forma Condensed Consolidated Statements of Operations assume the
Distribution of Tremont common stock and the consolidation of NL occurred at
the beginning of the year ended December 31, 1993:
Note 2 - Pro forma adjustments:
I - Eliminate Valhi's equity in Tremont's titanium metals operations, net of
related deferred income tax benefit. In future filings, such historical
amounts will be reported by Valhi as discontinued operations.
II- (a) Consolidating entry to eliminate the historical equity in losses of
NL and allocate the historical amortization of existing purchase
accounting basis differences (principally depreciation of property
and equipment, related deferred income taxes and amortization of
goodwill) attributable to NL.
(b) Amortization of new goodwill, arising from the step-acquisition
purchase of additional NL shares resulting in the consolidation of
NL, by the straight-line method over 31 years as more fully described
in Note 2 (II)(c) to the Pro Forma Condensed Consolidated Balance
Sheet.
NL separately reported a stockholders' deficit in 1993 and 1994 and,
accordingly, no minority interest attributable to NL's
separately-reported losses can be recognized in consolidation.
(c) NL is not a member of Valhi's consolidated income tax group and,
accordingly, incremental deferred income tax benefits attributable to
increased equity in net losses of NL is provided at the U.S. federal
statutory rate of 35%.
(d) Reclassification.
F-8
