VALHI INC /DE/
8-K, 2000-04-28
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



                                 April 28, 2000
                              --------------------
                (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)



                                 (972) 233-1700
                                ----------------
              (Registrant's telephone number, including area code)



                                 Not applicable
                                 ---------------
             (Former name or address, if changed since last report)


<PAGE>


Item 5:        Other Events

               On April 28,  2000,  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 April 28, 2000
                                          issued by the Registrant


<PAGE>


                                   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/ Bobby D. O'Brien
                                           --------------------------
                                           Bobby D. O'Brien
                                           Vice President



Date:  April 28, 2000

                                [LOGO GOES HERE]
                                 PRESS RELEASE

FOR IMMEDIATE RELEASE                                  CONTACT:

VALHI, INC.                                            Bobby D. O'Brien
THREE LINCOLN CENTRE                                   Vice President
5430 LBJ FREEWAY, SUITE 1700                           (972) 233-1700
DALLAS, TEXAS  75240-2697
((72) 233-1700


                       VALHI REPORTS FIRST QUARTER RESULTS


         DALLAS,  TEXAS . . April 28, 2000. Valhi, Inc. (NYSE: VHI) reported net
income of $10.5 million, or $.09 per diluted share, in the first quarter of 2000
compared to net income of $2.4 million,  or $.02 per diluted share, in the first
quarter of 1999.  Total operating  income in the first quarter of 2000 increased
38% to $49.1 million  compared to the first quarter of 1999 due  principally  to
higher chemicals earnings at NL Industries.

         Chemicals  sales and  operating  income in the  first  quarter  of 2000
increased  compared  to the  first  quarter  of 1999  due  primarily  to  record
first-quarter  sales volumes for titanium dioxide  pigments  ("TiO2") and strong
TiO2  production  volumes.  NL's first quarter 2000 sales volumes  increased 24%
from the first  quarter  of 1999 and was even with the  fourth  quarter  of last
year,  reflecting sustained strong demand in all major regions.  NL's production
volumes in the first quarter of 2000 were 16% higher than the comparable  period
in  1999,  with  utilization  rates  near  full  capacity  versus  86%  capacity
utilization  in the first quarter of 1999.  NL's average TiO2 selling  prices in
the first quarter of 2000 were even with the first quarter of 1999,  and were 3%
higher than the fourth quarter of 1999. During the first quarter of 2000, NL was
able to  increase  its TiO2  selling  prices,  and NL also  announced  new price
increases in Europe that are effective in the second quarter of this year. As NL
goes into its  seasonally  strong  second  quarter,  NL believes  TiO2  industry
fundamentals  are good and that demand for TiO2 will  remain  strong in the near
term, resulting in continued upward pressure on selling prices.

         Component  products sales and operating  income  increased in the first
quarter of 2000  compared to the same period in 1999 due  primarily to increased
demand for CompX's office furniture  products,  market share gains for its slide
products and the effect of  acquisitions.  Excluding the effect of acquisitions,
component  products sales  increased 7% in the first quarter of 2000 compared to
the first  quarter  of 1999,  with  sales of slides  increasing  13%,  ergonomic
products sales increasing 7% and sales of security  products  essentially  flat.
During  the first  quarter of 2000,  weakness  in the Euro  negatively  impacted
component products sales and operating income comparisons.  Excluding the effect
of currency and  acquisitions,  component  products sales  increased 9% over the
first quarter of 1999.

         As previously-reported, the Company commenced consolidating the results
of operations of its waste management subsidiary,  Waste Control Specialists, in
the third  quarter of 1999.  The waste  management  operations  reported a lower
operating  loss in the first  quarter of 2000  compared to the first  quarter of
1999 due in part to the  favorable  effect  of  certain  cost  control  measures
implemented in the second half of 1999. Also as previously-reported, the Company
commenced  consolidating  the  results  of  operations  of  Tremont  Corporation
effective January 1, 2000. Tremont is primarily a holding company which directly
owns  20% of NL and  39%  of  Titanium  Metals  Corporation  ("TIMET").  TIMET's
operating results in the first quarter of 2000 continued to be impacted by lower
sales volumes and selling prices for its titanium mill products. TIMET's results
in the  first  quarter  of 2000 also  include  $9.2  million  of  special  items
consisting of  restructuring,  equipment-related  impairment  and  environmental
remediation  charges  aggregating  $10.4 million,  offset by a $1.2 million gain
from the sale of its castings joint venture. The restructuring charge relates to
personnel reductions of about 250 employees,  approximately  two-thirds of which
were accomplished as of March 31, 2000, with  substantially all of the remainder
expected to be accomplished by the end of June 2000.

         Interest expense declined due primarily to a lower level of outstanding
indebtedness and lower European borrowing rates for NL.


         The  statements  in this  release  relating  to  matters  that  are not
historical  facts are  forward-looking  statements  that represent  management's
belief and assumptions based on currently  available  information.  Although the
Company  believes  that  the  expectations  reflected  in  such  forward-looking
statements are reasonable, it cannot give any assurances that these expectations
will prove to be correct.  Such  statements by their nature involve  substantial
risks and uncertainties that could  significantly  impact expected results,  and
actual  future  results  could differ  materially  from those  described in such
forward-looking  statements.  While it is not  possible to identify all factors,
the Company  continues to face many risks and  uncertainties.  Among the factors
that could cause actual future results to differ materially include, but are not
limited to, future supply and demand for the Company's  products,  the extent of
the dependence of certain of the Company's businesses on certain market sectors,
the  cyclicality of certain of the Company's  businesses,  the impact of certain
long-term  contracts  with  customers  and  vendors on certain of the  Company's
businesses  and such  customers  and vendors  performance  thereunder,  customer
inventory levels, the possibility of labor disruptions,  general global economic
conditions,   competitive  products  and  substitute   products,   customer  and
competitor   strategies,   the  impact  of  pricing  and  production  decisions,
competitive   technology  positions,   potential   difficulties  in  integrating
completed  acquisitions,  environmental  matters,  governmental  regulations and
possible  changes  therein,  the ultimate  resolution of pending  litigation and
possible future  litigation.  Should one or more of these risks  materialize (or
the  consequences  of such a  development  worsen),  or  should  the  underlying
assumptions  prove incorrect,  actual results could differ materially from those
forecasted  or expected.  The Company  disclaims  any intention or obligation to
update  or  revise  any  forward-looking  statement  whether  as a result of new
information, future events or otherwise.

        Valhi,  Inc.  is engaged in the  titanium  dioxide  pigments,  component
products (ergonomic computer support systems,  precision ball bearing slides and
security products), titanium metals products and waste management industries.

                                    * * * * *


<PAGE>


                          VALHI, INC. AND SUBSIDIARIES

                              SUMMARY OF OPERATIONS

                                   (Unaudited)

                     Quarters ended March 31, 1999 and 2000
                    (In millions, except earnings per share)



<TABLE>
<CAPTION>
                                                             1999         2000
                                                             ----         ----

Net sales
<S>                                                        <C>          <C>
  Chemicals ..........................................     $ 201.6      $ 231.0
  Component products .................................        55.2         66.1
  Waste management (after consolidation) .............        --            4.6
                                                           -------      -------

                                                           $ 256.8      $ 301.7

Operating income
  Chemicals ..........................................     $  26.0      $  39.8
  Component products .................................         9.5         10.9
  Waste management (after consolidation) .............        --           (1.6)
                                                           -------      -------

    Total operating income ...........................        35.5         49.1

Equity in
  TIMET ..............................................        --           (4.3)
  Other ..............................................        --             .3
  Waste Control Specialists* .........................        (5.2)        --
  Tremont Corporation* ...............................         (.7)        --
General corporate items, net .........................         4.2          3.9
Interest expense .....................................       (18.4)       (17.3)
                                                           -------      -------

    Income before income taxes .......................        15.4         31.7

Provision for income taxes ...........................         5.1         14.8
Minority interest in after-tax earnings ..............         7.9          6.4
                                                           -------      -------

    Net income .......................................     $   2.4      $  10.5
                                                           =======      =======

Basic and diluted earnings per share .................     $   .02      $   .09
                                                           =======      =======

Shares used in calculation of per share amounts
  Basic earnings .....................................       115.0        115.1
                                                           =======      =======

  Diluted earnings ...................................       116.2        116.2
                                                           =======      =======
</TABLE>



*Prior to consolidation.



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