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 4, 1997
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(Date of Report, date of earliest event reported)
VALCOR, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 33-63044 74-2678674
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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 September 4, 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 September 4, 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.
VALCOR, INC.
(Registrant)
By: /s/ Steven L. Watson
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Steven L. Watson
Vice President & Secretary
Date: September 4, 1997
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VALCOR, INC.
PRESS RELEASE
FOR IMMEDIATE RELEASE: CONTACT:
VALCOR, INC. STEVEN L. WATSON
THREE LINCOLN CENTRE VICE PRESIDENT
5430 LBJ FREEWAY, SUITE 1700 VALCOR, INC.
DALLAS, TEXAS 75240-2697 (972) 233-1700
(972) 233-1700
JEANNE M. CARR
SENIOR VICE
PRESIDENT
MACKENZIE
PARTNERS, INC.
(212) 929-5500
VALCOR INCREASES NOTE TENDER OFFER PRICE AND EXTENDS CONSENT
SOLICITATION AND NOTE TENDER OFFER
Dallas, Texas . . . September 4, 1997 . . . Valcor, Inc., a wholly owned
subsidiary of Valhi, Inc. (NYSE:VHI), has increased the purchase price of the
offer to purchase any and all of its 9 5/8% Senior Notes due 2003 and extended
the expiration dates of the offer and the related consent solicitation.
Valcor previously commenced the tender offer with respect to the notes
pursuant to a Consent Solicitation Statement and Offer to Purchase dated August
6, 1997. On the terms and subject to the conditions of the Consent Solicitation
Statement and Offer to Purchase, Valcor is now offering to purchase any and all
of its outstanding notes for an increased cash purchase price of $1,057.50 per
$1,000 principal amount of duly tendered notes plus accrued and unpaid interest
to, but not including, the date of purchase.
The offer to purchase has also been extended and will now expire at
5:00 p.m. Dallas, Texas time on September 18, 1997, unless further extended.
Holders who have previously tendered and not withdrawn notes will receive the
increased purchase price for such notes subject to the successful completion of
the offer to purchase.
The consent solicitation, which seeks the approval of certain amendments to
the indenture governing the notes, commenced concurrently with the tender offer.
The consent solicitation has been extended and will now expire at 5:00 p.m.
Dallas, Texas time on the later of September 9, 1997 or the date of receipt of
consents to the proposed amendments to the indenture from the holders
representing at least a majority in principal amount of the outstanding notes,
unless further extended. Noteholders who duly tender notes prior to the
expiration of the consent solicitation will be deemed to have delivered consents
with respect to such notes. Once Valcor receives the requisite consents,
consents delivered or notes tendered prior to 5:00 p.m. Dallas, Texas time on
the date of such receipt may not be revoked or withdrawn, except in limited
circumstances. Noteholders who deliver consents or tender notes on or after the
expiration of the consent solicitation will not receive the consent fee. The
consent fee remains the same, $10 per $1,000 principal amount of the notes for
which the holder delivers and does not revoke a consent prior to the expiration
of the consent solicitation.
Except as described in this announcement, the consent solicitation and
offer to purchase have not been amended and remain subject to all other terms
and conditions of the Consent Solicitation Statement and Offer to Purchase. The
offer to purchase is still subject to, among other things, the receipt of the
requisite consents in the consent solicitation, but is not subject to any
minimum principal amount of notes being duly tendered. Noteholders may still
deliver consents without tendering notes.
As of the close of business on September 4, 1997, noteholders had tendered
notes and delivered consents for approximately $6.2 million of the $68.6 million
aggregate principal amount of the outstanding notes and delivered consents only
for an additional $2.6 million of such notes.
The information agent for the consent solicitation and the offer to
purchase is MacKenzie Partners, Inc. The information agent's address is 156
Fifth Avenue, New York, New York 10010 and telephone numbers are (800) 322-
2885 (toll free) or (212) 929-5500 (collect call). Requests for copies of the
Consent Solicitation Statement and Offer to Purchase, as supplemented, should be
directed to the information agent.
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