VALCOR INC
8-K, 1996-09-19
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



                       September 18, 1996
        (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)



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



                        (214) 233-1700
     (Former name or address, if changed since last report)


Item 5:  Other Events

            On September 18, 1996, 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 September 18, 1996
                           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






          [LOGO]
                                 PRESS RELEASE


      FOR IMMEDIATE RELEASE:                          CONTACT:

      VALHI, INC.                             JOSEPH S. COMPOFELICE
      THREE LINCOLN CENTRE                    EXECUTIVE VICE PRESIDENT
      5430 LBJ FREEWAY                        (713) 423-3303
      DALLAS, TEXAS   75240-2697
      (972)  233-1700





                     VALHI AGREES TO SELL MEDITE OPERATIONS

           Dallas, Texas ... September  18, 1996 ... Valhi, Inc.
      (NYSE:VHI) announced that it has signed Letters of Intent
      involving the sale of its building products business operated by
      Medite Corporation, a wholly owned subsidiary of Valcor, Inc.,
      which is a wholly owned subsidiary of Valhi.

           The proposed sale will be accomplished in three separate
      transactions whereby the Company will sell: (1) approximately
      170,000 acres of timber and timberlands to Rogue Resources, LLC,
      an Oregon based partnership of forest product operators; (2) the
      Medford Oregon based medium density fibreboard manufacturing
      facility along with a veneer and sawmill conversion facility to
      Sierra Pine, a California limited partnership; and (3) the Irish
      medium density fibreboard operations to Willamette Industries,
      Inc. (NASDAQ:WMTT).  The transactions are subject to, among other
      things, completion of due diligence, execution of definitive
      agreements and certain regulatory approvals.

           The total cash consideration will be approximately $230
      million, subject to certain adjustments, plus the assumption of
      $20 million of foreign debt.  The transactions are expected to
      close in the fourth quarter of 1996, at which time the Company
      expects to report a pretax gain on the dispositions in excess of
      $100 million.  Approximately $53 million of the cash proceeds will
      be used to pay off Medite bank debt in the U.S.

           Valhi, Inc. is a major producer of chemicals, refined sugar,
      building products and other products.



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