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
February 3, 1997
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(Date of Report, date of earliest event reported)
VALHI, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 1-5467 87-0110150
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State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
5430 LBJ Freeway, Suite 1700, Dallas, TX 75240-2697
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(Address of principal executive offices) (Zip Code)
(972) 233-1700
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(Registrant's telephone number, including area code)
(Former name or address, if changed since last report)
Item 5: Other Events
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On February 3, 1997, 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
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and Exhibits
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(c) Exhibit
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Item No. Exhibit Index
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99.1 Press release dated February 3, 1997
issued by the Registrant
SIGNATURES
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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
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Steven L. Watson
Vice President & Secretary
Date: February 3, 1997
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[COMPANY LOGO]
FOR IMMEDIATE RELEASE: CONTACT:
VALHI, INC. JOSEPH S. COMPOFELICE
THREE LINCOLN CENTRE EXECUTIVE VICE PRESIDENT
5430 LBJ FREEWAY (281) 423-3303
DALLAS, TEXAS 75240-2697
(972) 233-1700
VALHI REPORTS 1996 RESULTS
DALLAS, TEXAS . . February 3, 1997 . . Valhi, Inc. (NYSE: VHI) reported
income from continuing operations in 1996 of $4.2 million, or $.04 per share,
compared to $57.9 million, or $.51 per share, in 1995. The Company reported a
loss from continuing operations in the fourth quarter of 1996 of $4.7 million,
or $.04 per share, compared to income of $25.1 million, or $.22 per share, in
the fourth quarter of 1995.
Chemicals earnings at 56%-owned NL Industries declined in 1996 from the
year-ago periods due to lower selling prices of titanium dioxide pigments
(`TiO2''). Average TiO2 selling prices for the fourth quarter of 1996 were 17%
lower than the fourth quarter of 1995 and 3% lower than the third quarter of
this year. Selling prices at the end of 1996 were 17% lower than at the end of
1995, 8% below the average for 1996 and 1% below the average for the fourth
quarter of this year. NL continued to experience strong demand for TiO2 in the
fourth quarter of 1996 as sales volumes were 17% higher than the fourth quarter
of 1995, and volumes for the full year increased 6% compared to 1995. NL
anticipates its TiO2 operating margins will begin to improve in the second
quarter of 1997 as the impact of recently-announced TiO2 price increases take
effect. However, NL expects its 1997 TiO2 operating income to be below that of
1996, primarily because of anticipated lower average selling prices in 1997
compared with 1996. NL expects TiO2 demand to remain strong in 1997, and the
continued growth in demand should result in significant improvement in average
TiO2 selling prices over the longer term. In other operations, both component
products and fast food reported higher operating income.
In early January 1997, the Company transferred control of the refined sugar
operations previously conducted by the Company's wholly-owned subsidiary, The
Amalgamated Sugar Company, to Snake River Sugar Company, an Oregon cooperative.
Pursuant to the transaction, Amalgamated contributed substantially all of its
net assets to the Amalgamated Sugar Company LLC, a limited liability company
controlled by Snake River, on a tax-deferred basis in exchange for a non-voting
interest in the LLC. Accordingly, the Company ceased consolidating the results
of operations of such business effective December 31, 1996, and in 1997 the
Company will commence reporting distributions received from the LLC as dividend
income. For comparative purposes, Amalgamated's results of operations are
reported by the equity method for all periods presented. Amalgamated's higher
net earnings in 1996 were impacted by the net effect of higher selling prices,
lower sales volumes due to a smaller crop, relative LIFO inventory changes which
reduced its operating income compared with last year and lower interest expense.
Discontinued operations represents the results of Medite Corporation's
building products operations, and in the fourth quarter of 1996 includes an
aggregate net-of-tax gain on disposal of approximately $48 million ($75 million
pre-tax) related primarily to the sale of its Oregon timber and timberlands and
Irish medium density fiberboard (``DF'') subsidiary. Medite expects to
complete the disposition of substantially all of its remaining assets,
principally the Oregon MDF facility, in 1997 for an estimated pre-tax gain of
approximately $20 million.
The statements in this release relating to matters that are not historical
facts are forward-looking statements that involve risks and uncertainties,
including, but not limited to, future supply and demand for the Company's
products (including cyclicality thereof), future global economic conditions,
changes in government regulations, competitive products, customer and competitor
strategies, the impact of pricing and production decisions, environmental
matters, the ultimate resolution of pending litigation and any possible future
litigation, completion of pending asset/business unit dispositions and other
risks and uncertainties detailed in the Company's SEC filings.
Valhi, Inc. is engaged in the chemicals, component products, fast food and
waste management industries. The Company's 1996 results are subject to final
audit.
VALHI, INC. AND SUBSIDIARIES
SUMMARY OF OPERATIONS
(Unaudited)
(In millions, except earnings per share)
<TABLE>
<CAPTION>
THREE MONTHS YEARS ENDED
ENDED DECEMBER 31,
DECEMBER 31,
1995* 1996 1995* 1996
<S> <C> <C> <C> <C>
NET SALES
Chemicals $234.2 $234.0 $1,023.9 $ 986.1
Component products 21.4 24.0 80.2 88.7
Fast food 30.3 30.1 115.4 116.0
$285.9 $288.1 $1,219.5 $1,190.8
OPERATING INCOME
Chemicals $ 44.3 $ 10.5 $ 178.5$ 92.0
Component products 4.8 7.3 19.9 22.1
Fast food 2.6 2.9 7.5 8.9
TOTAL OPERATING INCOME 51.7 20.7 205.9 123.0
Equity in Amalgamated 3.7 5.1 8.9 10.0
Equity in Waste Control (.5) (2.4) (.5) (6.4)
Specialists
General corporate items, net (5.1) (4.8) (20.7) (11.8)
Interest expense (25.6) (25.2) (105.2) (100.2)
Income (loss) before 24.2 (6.6) 88.4 14.6
taxes
Income taxes (benefit) (1.2) (1.9) 29.9 3.5
Minority interest .3 - .6 6.9
INCOME (LOSS) FROM
CONTINUING OPERATIONS 25.1 (4.7) 57.9 4.2
Discontinued operations (.1) 48.5 10.6 37.8
NET INCOME $ 25.0 $ 43.8 $ 68.5 $ 42.0
INCOME (LOSS) PER COMMON
SHARE
Continuing operations $.22 $(.04) $.51 $.04
Discontinued operations - .42 .09 .33
NET INCOME $.22 $ .38 $.60 $.37
Weighted average common
shares 114.5 114.6 114.4 114.6
outstanding
</TABLE>
