VALHI INC /DE/
8-K, 1994-10-27
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



                                October 26, 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 October 26, 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 October 26, 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:  October 26, 1994



                                                          EXHIBIT 99.1


                      VALHI'S EARNINGS CONTINUE TO IMPROVE


    DALLAS, TEXAS . . October 26, 1994 . . Valhi, Inc. (NYSE:VHI) reported net
income of $4.6 million, or $.04 per share, for the third quarter of 1994
compared to a net loss of $2.0 million, or $.02 per share, in the comparable
1993 period.  For the nine month year-to-date period, net income was $6.9
million, or $.06 per share, $76 million better than the net loss of $69.4
million, or $.61 per share, for 1993.  Improved results attributable to the
Company's interest in NL Industries, Inc. (NYSE: NL) were a major factor in the
higher 1994 earnings.  NL's chemicals operations improved through higher prices
for titanium dioxide pigments, higher sales volume and lower operating costs.

    Valhi's third quarter sales were up 9%, to $233 million, in large part due
to higher refined sugar volumes in conjunction with the end of the sugar crop
year.  Operating income of $26.1 million for the third quarter was slightly
lower than last year's $27.0 million as improved forest products earnings,
enhanced by higher average selling prices for medium density fiberboard, were
more than offset by comparative refined sugar LIFO adjustments.  In the nine-
month period, operating income was up 13%, to $73.3 million, on a 9% increase in
sales, to $633 million, as prices and volumes were generally higher than in
1993.

    Lower average debt and rates resulted in reduced interest expense during
1994.  The extraordinary item in 1993 relates to premiums associated with the
prepayment of high-cost subordinated debt.  Tremont Corporation's (NYSE: TRE)
titanium metal operations were negatively affected by recently settled strikes
at its two major facilities.

    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
Industries and Tremont Corporation.


                                    * * * * *


                          BUSINESS SEGMENT INFORMATION

                                   (UNAUDITED)

                                  (IN MILLIONS)
<TABLE>
<CAPTION>
                                                    Three months ended            Nine months ended
                                                       September 30,                September 30,  
                                                          1993          1994            1993         1994 

<S>                                                      <C>           <C>            <C>           <C>
Net sales
  Refined sugar                                          $120.8        $137.4         $ 318.3       $353.9
  Forest products                                          48.2          49.6           131.7        143.0
  Hardware products                                        16.2          17.0            46.6         52.5
  Fast food                                                28.0          28.6            81.4         82.9

                                                         $213.2        $232.6         $ 578.0       $632.3

Operating income
  Refined sugar:
    FIFO basis                                           $  9.1        $  9.0         $  18.2       $ 22.1
    LIFO adjustment                                         4.7           (.5)            9.8          2.9
                                                           13.8           8.5            28.0         25.0
  Forest products                                           6.8          10.8            19.6         27.5
  Hardware products                                         4.2           4.6            11.2         14.7
  Fast food                                                 2.2           2.2             6.2          6.1

                                                         $ 27.0        $ 26.1         $  65.0       $ 73.3

Equity in losses of affiliates
  NL Industries, Inc.                                    $(11.5)       $ (4.8)        $ (37.0)      $(20.1)
  Tremont Corporation                                      (4.6)         (4.8)           (9.8)       (10.4)
                                                          (16.1)         (9.6)          (46.8)       (30.5)
  Provision for market value
   impairment of NL stock                                   -             -             (84.0)         -  

                                                         $(16.1)       $ (9.6)        $(130.8)      $(30.5)
</TABLE>


                          VALHI, INC. AND SUBSIDIARIES

                       SUMMARY OF CONSOLIDATED OPERATIONS

                                   (UNAUDITED)

                      (IN MILLIONS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>

                                                  Three months ended            Nine months ended
                                                     September 30,                 September 30,  
                                                         1993         1994              1993         1994 

<S>                                                     <C>          <C>              <C>           <C>
Net sales                                               $213.2       $232.6           $ 578.0       $632.3

Operating income                                        $ 27.0       $ 26.1           $  65.0       $ 73.3
General corporate and other:
  Securities earnings                                      1.4          1.4               5.4          2.5
  Expenses and other, net                                 (1.7)        (3.2)             (7.6)        (9.2)
Interest expense                                          (8.6)        (8.2)            (30.4)       (26.0)
                                                          18.1         16.1              32.4         40.6
Equity in losses of affiliates                           (16.1)        (9.6)           (130.8)       (30.5)

  Income (loss) before taxes                               2.0          6.5             (98.4)        10.1
Income tax expense (benefit)                                .8          1.9             (32.2)         3.2
                                                           1.2          4.6             (66.2)         6.9
Extraordinary item-debt prepayment                        (3.2)         -                (3.2)         -  

    Net income (loss)                                   $ (2.0)      $  4.6           $ (69.4)      $  6.9

Income (loss) per common share:
  Before extraordinary item                             $  .01       $  .04           $  (.58)      $  .06
  Extraordinary item                                      (.03)         -                (.03)         -  

      Net income (loss)                                 $ (.02)      $  .04           $  (.61)      $  .06


Weighted average common shares
 outstanding                                             114.1        114.3             114.1        114.3

</TABLE>




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