VALCOR INC
8-K, 1995-11-22
PREFABRICATED WOOD BLDGS & COMPONENTS
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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 23, 1995
                -----------------------------------------------------

                  (Date of Report, date of earliest event reported)




                                     VALCOR, INC.
            ------------------------------------------------------------

               (Exact name of Registrant as specified in its charter)


               Delaware              33-63044             74-2678674
           --------------------------------------------------------------

              (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 23, 1995, 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 23, 1995
                                                        ----------

                                 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.



                                           VALCOR, INC.
                                           (Registrant)



                                           By:
          /s/ Steven L. Watson
          -------------------------------

                                               Steven L. Watson
                                               Vice President & Secretary



          Date:  October 23, 1995




                       VALCOR ANNOUNCES THIRD QUARTER EARNINGS

              DALLAS, TEXAS . .October 23, 1995  . . Valcor, Inc. reported
          net income of  $17.1 million for  the first nine  months of  1995
          compared to net income of $22.3 million for the first nine months
          of 1994. Third quarter net income was $3.6 million, down from net
          income of $9 million in 1994.  Average selling prices for  medium
          density fiberboard ("MDF") during the quarter were up 4% from the
          1994 period but  were down  7% from  the second  quarter of  this
          year. Increases in industry capacity, particularly in Europe, and
          slower  economic  growth   in  North  America   and  Europe   are
          contributing to  lower MDF  selling prices  and operating  rates.
          Hardware  products  margins   were  impacted   by  higher   costs
          associated with product  mix.  Fast  food comparable store  sales
          increased slightly  in  the third  quarter,  however  promotional
          sales continued to hamper margins.




                                SUMMARY OF OPERATIONS

                                     (Unaudited)

                                    (In millions)
          <TABLE>
          <CAPTION>
                                       Three months         Nine months
                                       ended                ended
                                       September 30,        September 30,
                                       -------------        -------------

                                     1994    1995        1994    1995
                                     ----    ----        ----    ----

          <S>                       <C>      <C>        <C>      <C>
          Net sales
            Building products        $49.6   $46.2       $143.0  $154.2
            Hardware products         17.0    19.4         52.5    58.8
            Fast food                 28.6    29.5         82.9    85.1
                                     -----   -----       ------  ------
                                     $95.2   $95.1       $278.4  $298.1
                                     =====   =====       ======  ======

          Operating income
            Building products        $10.8   $ 4.5       $ 27.5  $ 23.1
            Hardware products          4.6     4.5         14.7    15.1
            Fast food                  2.2     2.0          6.1     4.9
                                     -----   -----       ------  ------

              Total operating         17.6    11.0         48.3    43.1
          income

          Interest expense            (4.3)   (5.0)       (12.9)  (14.9)
          Corporate, net               (.1)    (.2)         (.1)    (.8)
                                     -----   -----       ------  ------

              Income before income    13.2     5.8         35.3    27.4
          taxes
          Income taxes                 4.2     2.2         13.0    10.3
                                     -----   -----       ------  ------

                Net income           $ 9.0   $ 3.6       $ 22.3  $ 17.1
                                     =====   =====       ======  ======

          </TABLE>

              Valcor Inc.,  a wholly-owned  subsidiary  of publicly-traded
          Valhi, Inc. (NYSE:  VHI), is  engaged in  the building  products,
          hardware products and fast food  industries.  In connection  with
          the registration  of its  9 5/8% Senior  Notes due  2003, Valcor
          files  periodic  reports   with  the   Securities  and   Exchange
          Commission.

                                      * * * * *



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