VALHI INC /DE/
8-K, 1994-07-28
SUGAR & CONFECTIONERY PRODUCTS
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                       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



                                 July 28, 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 5:  Other Events

         On July 28, 1994, the Registrant issued the press release attached
hereto as Exhibit 99.1 which is incorporated herein by reference.  

Item 7:  Financial Statements,  Pro Forma  Financial Information
         and Exhibits

    (c)  Exhibit

         Item No.                    Exhibit Index               

           99.1        Press release dated July 28, 1994
                       issued by 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:  July 28, 1994




                                                      EXHIBIT 99.1



                         VALHI REPORTS IMPROVED EARNINGS


    DALLAS, TEXAS . . July 28, 1994 . . Valhi, Inc. (NYSE:VHI) reported net
income of $3 million, or $.03 per share, for the second quarter of 1994, a $10
million improvement from the net loss of $7.1 million, or $.06 per share, in the
comparable 1993 period.  Valhi's net income for the first six months of 1994 was
$2.3 million, or $.02 per share, almost $70 million better than the net loss of
$67.4 million, or $.59 per share, reported for the first half of 1993.  Improved
results attributable to the Company's interest in NL Industries' (NYSE: NL)
chemicals operations were a major factor in the higher 1994 earnings.

    Operating income increased 33% to $28.6 million in the second quarter on a
9% increase in sales to $211 million.  For the first half of 1994, operating
income was up 24% to $47.2 million as sales increased 10% to $400 million.  The
improvements in sales, earnings and margins were driven in large part by higher
volumes in the Company's refined sugar, forest products and hardware products
segments.  Average sugar prices during the first half of 1994 were comparable to
first half 1993 averages, while earnings of the Company's forest products
segment were enhanced by higher average selling prices for its principal
product, medium density fiberboard.  In the fast food segment, results
comparable to last year were achieved despite a slightly lower average number of
stores.

    NL's chemicals operations improved through higher European pricing for
titanium dioxide pigments, higher sales volume and lower operating costs.  NL
has reported that it expects to benefit from recently announced price increases
in the second half of 1994.

    Lower average debt levels and lower interest rates resulted in reduced
interest expense, while lower securities earnings resulted primarily from a
decline in the market value of fixed-income investments early in the year.

    As previously announced, the Company has agreed to sell its sugar business
to an agricultural cooperative of sugarbeet growers for $325 million cash.  The
transaction is subject to financing and other conditions and there can be no
assurance that it will be consummated.

    Valhi, Inc., headquartered in Dallas, Texas, is engaged in the refined
sugar, forest products, hardware products and fast food industries as well as
the chemicals and titanium metals industries through its interests in NL and
Tremont.  


                                    * * * * *



                          VALHI, INC. AND SUBSIDIARIES

                       SUMMARY OF CONSOLIDATED OPERATIONS

                                   (UNAUDITED)

                      (IN MILLIONS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>

                                                  Three months ended             Six months ended
                                                       June 30,                      June 30,     
                                                         1993         1994              1993         1994 

<S>                                                     <C>          <C>              <C>           <C>
Net sales                                               $193.5       $210.8           $ 364.8       $399.7

Operating income                                        $ 21.5       $ 28.6           $  38.0       $ 47.2
General corporate and other:
  Securities earnings                                      1.4          1.0               4.0          1.1
  Expenses and other, net                                 (3.8)        (3.6)             (5.9)        (6.0)
Interest expense                                          (9.8)        (8.8)            (21.8)       (17.8)
                                                           9.3         17.2              14.3         24.5
Equity in losses of affiliates                           (19.1)       (13.3)           (114.7)       (20.9)

  Income (loss) before taxes                              (9.8)         3.9            (100.4)         3.6
Income tax benefit (expense)                               2.7          (.9)             33.0         (1.3)

    Net income (loss)                                   $ (7.1)      $  3.0           $ (67.4)      $  2.3


Net income (loss) per common share                      $ (.06)      $  .03           $  (.59)      $  .02


Weighted average common shares
 outstanding                                             114.1        114.3             114.1        114.3

</TABLE>

                          VALHI, INC. AND SUBSIDIARIES

                          BUSINESS SEGMENT INFORMATION

                                   (UNAUDITED)

                                  (IN MILLIONS)

<TABLE>
<CAPTION>

                                                  Three months ended             Six months ended
                                                       June 30,                      June 30,     
                                                         1993         1994              1993         1994 

<S>                                                     <C>          <C>              <C>           <C>
Net sales
  Refined sugar                                         $106.3       $112.3           $ 197.5       $216.5
  Forest products                                         43.9         53.4              83.5         93.4
  Hardware products                                       16.0         17.5              30.4         35.5
  Fast food                                               27.3         27.6              53.4         54.3

                                                        $193.5       $210.8           $ 364.8       $399.7

Operating income
  Refined sugar                                         $  8.1       $  9.7           $  14.2       $ 16.5
  Forest products                                          7.4         11.6              12.8         16.7
  Hardware products                                        3.9          5.0               7.0         10.1
  Fast food                                                2.1          2.3               4.0          3.9

                                                        $ 21.5       $ 28.6           $  38.0       $ 47.2

Equity in losses of affiliates
  NL Industries, Inc.                                   $(16.0)      $ (9.9)          $ (25.5)      $(15.3)
  Tremont Corporation                                     (3.1)        (3.4)             (5.2)        (5.6)
                                                         (19.1)       (13.3)            (30.7)       (20.9)
  Provision for market value
   impairment of NL stock                                  -            -               (84.0)         -  

                                                        $(19.1)      $(13.3)          $(114.7)      $(20.9)

</TABLE>

                          VALHI, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                  (IN MILLIONS)
<TABLE>
<CAPTION>


                                                                           December 31,         June 30,
                                                                               1993               1994  
                                                                                               (Unaudited)

<S>                                                                                  <C>             <C>
Current assets                                                                       $394.4          $287.4
Noncurrent marketable securities                                                      108.8           112.1
Investment in NL and Tremont                                                           74.9            60.4
Timber and timberlands                                                                 51.9            53.6
Other noncurrent assets                                                                70.6            71.2
Property and equipment                                                                203.3           225.7

                                                                                     $903.9          $810.4


Current liabilities                                                                  $364.8          $253.4
Long-term debt                                                                        302.5           317.0
Other noncurrent liabilities                                                           29.1            28.8
Stockholders' equity                                                                  207.5           211.2

                                                                                     $903.9          $810.4


Common shares outstanding                                                             114.3           114.3

</TABLE>



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