UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of the earliest event reported)
April 1, 2005
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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, Texas 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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On April 1, 2005, the registrant, Valhi, Inc. ("Valhi"), purchased (the
"Stock Purchase") 2.0 million shares of its common stock, par value $0.01 per
share (the "Common Stock"), at a discount to the current market price of the
Common Stock, from Contran Corporation, a Delaware corporation and a parent of
Valhi ("Contran"), for $17.50 per share or an aggregate purchase price of $35.0
million. Valhi purchased the 2.0 million shares of Common Stock under the stock
repurchase program (the "Repurchase Program") that its board of directors
approved as of March 31, 2005. In addition, on April 1, 2005, Valhi purchased
4,000 shares of Common Stock in the open market at a purchase price of $19.50
per share pursuant to the Repurchase Program.
The terms of the Stock Purchase are set forth in the Stock Purchase
Agreement dated April 1, 2005 between Valhi and Contran attached hereto as
Exhibit 10.1 and incorporated herein by reference. Valhi paid for the Stock
Purchase with its available cash on hand. Valhi's independent directors approved
the Stock Purchase.
Under the Repurchase Program, Valhi is authorized to purchase up to 5.0
million shares of Common Stock in open market transactions, including block
purchases, or in privately negotiated transactions, which may include
transactions with affiliates of Valhi. The Repurchase Program does not include
specific price targets or timetables and may be suspended at any time.
Item 7.01 Regulation FD Disclosure.
The registrant hereby furnishes the information set forth in its press
release issued on April 1, 2005, a copy of which is attached hereto as Exhibit
99.1 and incorporated herein by reference.
The information, including the exhibit, the registrant furnishes in
this report is not deemed "filed" for purposes of section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that section. Registration statements or other documents filed with the
Securities and Exchange Commission shall not incorporate this information by
reference, except as otherwise expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Item No. Exhibit Index
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10.1* Stock Purchase Agreement, dated April 1, 2005
between Valhi, Inc. and Contran Corporation.
99.1* Press Release dated April 1, 2005 issued by Valhi.
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* Filed herewith.
SIGNATURE
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/ Robert D. Graham
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Robert D. Graham
Vice President
Date: April 4, 2005
INDEX TO EXHIBITS
Exhibit No. Description
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10.1* Stock Purchase Agreement, dated April 1, 2005 between Valhi,
Inc. and Contran Corporation.
99.1* Press Release dated April 1, 2005 issued by Valhi.
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* Filed herewith.
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is made and entered
into as of the 1st day of April, 2005, between Contran Corporation, a Delaware
corporation ("Seller"), and Valhi, Inc., a Delaware corporation ("Valhi").
Recitals
Seller wishes to sell 2,000,000 shares (the "Shares") of the common
stock, $0.01 par value per share, of Valhi owned by Seller, to Valhi, and Valhi
wishes to purchase the Shares, on the terms and subject to the conditions of
this Agreement (the "Transaction").
Agreement
The parties agree as follows:
ARTICLE I.
THE TRANSACTION
Section 1.1. Purchase and Sale of Shares. Against payment of the
purchase price therefor as specified in Section 1.2, Seller hereby sells,
transfers, assigns and delivers to Valhi the Shares. Certificates representing
the Shares are hereby delivered accompanied by stock powers duly endorsed in
blank.
Section 1.2. Purchase Price and Payment. Valhi hereby purchases all of
the Shares for a purchase price of $17.50 per Share in cash, payment for which
is hereby made by means of a transfer of $35,000,000.00 to an account specified
by Seller.
ARTICLE II.
REPRESENTATIONS AND WARRANTIES OF THE SELLER
Seller hereby represents and warrants to Valhi as of the date of this
Agreement as follows:
Section 2.1. Authority. It is a corporation validly existing and in
good standing under the laws of the state of its incorporation. It has full
corporate power and authority, without the consent or approval of any other
person, to execute and deliver this Agreement and to consummate the Transaction.
All corporate action required to be taken by or on behalf of it to authorize the
execution, delivery and performance of this Agreement has been duly and properly
taken.
Section 2.2. Validity. This Agreement is duly executed and delivered by
it and constitutes its lawful, valid and binding obligation, enforceable in
accordance with its terms. The execution and delivery of this Agreement and the
consummation of the Transaction by it are not prohibited by, do not violate or
conflict with any provision of, and do not result in a default under (a) its
charter or bylaws; (b) any material contract, agreement or other instrument to
which it is a party or by which it is bound; (c) any order, writ, injunction,
decree or judgment of any court or governmental agency applicable to it; or (d)
any law, rule or regulation applicable to it, except in each case for such
prohibitions, violations, conflicts or defaults that would not have a material
adverse consequence to the Transaction.
Section 2.3. Ownership of Shares. It is the record and beneficial owner
of the Shares and upon consummation of the transactions contemplated by this
Agreement, Valhi will acquire good and marketable title to the Shares, free and
clear of any liens, encumbrances, security interests, restrictive agreements,
claims or imperfections of any nature whatsoever, other than restrictions on
transfer imposed by applicable securities laws.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
Valhi hereby represents and warrants to the Seller as of the date of
this Agreement as follows:
Section 3.1. Authority. It is a corporation validly existing and in
good standing under the laws of the State of Delaware. It has full corporate
power and authority, without the consent or approval of any other person, to
execute and deliver this Agreement and to consummate the Transaction. All
corporate and other actions required to be taken by or on behalf of it to
authorize the execution, delivery and performance of this Agreement have been
duly and properly taken.
Section 3.2. Validity. This Agreement is duly executed and delivered by
it and constitutes its lawful, valid and binding obligation, enforceable in
accordance with its terms. The execution and delivery of this Agreement and the
consummation of the Transaction by it are not prohibited by, do not violate or
conflict with any provision of, and do not result in a default under (a) its
charter or bylaws; (b) any material contract, agreement or other instrument to
which it is a party or by which it is bound; (c) any order, writ, injunction,
decree or judgment of any court or governmental agency applicable to it; or (d)
any law, rule or regulation applicable to it, except in each case for such
prohibitions, violations, conflicts or defaults that would not have a material
adverse consequence to the Transaction.
Section 3.3. Purchase for Investment. It is purchasing the Shares sold
and delivered to it hereunder for investment solely for its own account and not
with a view to, or for resale in connection with, the distribution thereof. It
understands that such Shares are restricted securities under the Securities Act
of 1933, as amended (the "Securities Act"), and that such Shares must be held
indefinitely unless they are registered under the Securities Act and any
applicable state securities or blue sky laws or an exemption from such
registration is available.
Section 3.4. Nature of Purchaser. It has such knowledge and experience
in financial and business matters that it is capable of evaluating the merits
and risks of the purchase of the Shares.
ARTICLE IV.
GENERAL PROVISIONS
Section 4.1. Survival. The representations and warranties set forth in
this Agreement shall survive the execution of this Agreement and the
consummation of the transactions contemplated herein. The covenants and other
agreements set forth in this Agreement shall terminate on the tenth anniversary
of this Agreement.
Section 4.2. Amendment and Waiver. No amendment or waiver of any
provision of this Agreement shall in any event be effective unless the same
shall be in a writing referring to this Agreement and signed by the parties
hereto, and then such amendment, waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given.
Section 4.3. Parties and Interest. This Agreement shall bind and inure
to the benefit of the parties named herein and their respective heirs,
successors and assigns.
Section 4.4. Entire Transaction. This Agreement contains the entire
understanding among the parties with respect to the transactions contemplated
hereby and supersedes all other agreements and understandings among the parties
with respect to the subject matter of this Agreement.
Section 4.5. Applicable Law. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of Delaware, without
giving effect to any choice of law or conflict of law provision or rule (whether
of the State of Delaware or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Delaware.
Section 4.6. Severability. If any provision of this Agreement is found
to violate any statute, regulation, rule, order or decree of any governmental
authority, court, agency or exchange, such invalidity shall not be deemed to
effect any other provision hereof or the validity of the remainder of this
Agreement and such invalid provision shall be deemed deleted to the minimum
extent necessary to cure such violation.
Section 4.7. Notice. All notices, requests, demands and other
communications hereunder shall be in writing and shall be sent by registered or
certified mail, postage prepaid as follows:
If to the Seller: Contran Corporation
5430 LBJ Freeway
Three Lincoln Centre, Suite 1700
Dallas, Texas 75240-2697
Attention: Secretary
If to the Purchaser: Valhi, Inc.
5430 LBJ Freeway
Three Lincoln Centre, Suite 1700
Dallas, Texas 75240-2697
Attention: General Counsel
Section 4.8. Headings. The sections and other headings contained in
this Agreement are for reference purposes only and shall not effect in any way
the meaning or interpretation of this Agreement.
Section 4.9. Expenses. Except as otherwise expressly provided herein,
each party to this Agreement shall pay its own costs and expenses in connection
with the transactions contemplated hereby.
The parties hereto have caused this Agreement to be executed by their
duly authorized officers as of the date first written above.
CONTRAN CORPORATION
By: /s/ Bobby D. O'Brien
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Bobby D. O'Brien, Vice President
VALHI, INC.
By: /s/ Steven L. Watson
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Steven L. Watson, President
[LOGO GOES HERE]
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PRESS RELEASE
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FOR IMMEDIATE RELEASE: CONTACT:
VALHI, INC. Bobby D. O'Brien
Three Lincoln Centre Vice President and Chief Financial Officer
5430 LBJ Freeway, Suite 1700 (972) 233-1700
Dallas, Texas 75240-2697
VALHI ANNOUNCES STOCK REPURCHASE PROGRAM
DALLAS, TEXAS . . . April 1, 2005 . . . Valhi, Inc. (NYSE: VHI)
announced today that its board of directors has authorized the repurchase of up
to 5.0 million shares of Valhi's common stock in open market transactions,
including block purchases, or in privately negotiated transactions, which may
include transactions with affiliates of Valhi. The shares subject to the
repurchase program represent approximately 4.2% of Valhi's 120 million shares of
common stock outstanding. The stock may be purchased from time to time as market
conditions permit.
The stock repurchase program does not include specific price targets or
timetables and may be suspended at any time. The share repurchase program will
be conducted in compliance with all applicable state and federal laws. Depending
on market conditions, the program could be terminated prior to completion. Valhi
will use its cash on hand to acquire the shares. Repurchased shares will be
retired and cancelled or may be added to Valhi's treasury and could be used for
employee benefit plans, future acquisitions or other corporate purposes.
Valhi, Inc. is engaged in the titanium dioxide pigments, component
products (precision ball bearing slides, security products and ergonomic
computer support systems), titanium metals products and waste management
industries.
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