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)
March
16, 2007
Valhi,
Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-5467
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87-0110150
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(State
or other jurisdiction of incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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5430
LBJ Freeway, Suite 1700, Dallas, Texas
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75240-2697
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
(972)
233-1700
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(Former
name or former address, if changed since last report.)
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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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
7.01
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Regulation
FD Disclosure.
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The
registrant hereby furnishes the information set forth in its press release
issued on March 16, 2007, 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 U.S. Securities and
Exchange Commission shall not incorporate this information by reference, except
as otherwise expressly stated in such filing.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits
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Item
No.
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Exhibit
Index
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99.1
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Press
release dated March 16, 2007 issued by the
registrant.
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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.
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Valhi,
Inc.
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(Registrant)
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By: /s/
A. Andrew R. Louis
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Date:
March 19, 2007
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A.
Andrew R. Louis, Secretary
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INDEX
TO EXHIBITS
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Item
No.
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Exhibit
Index
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99.1
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Press
release dated March 16, 2007 issued by the
registrant.
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VALHI
FINALIZES RATIO FOR SPECIAL DIVIDEND OF TIMET COMMON STOCK
DALLAS,
TEXAS . . . March 16, 2007 . . . Valhi, Inc. (NYSE: VHI) announced today that
it
has finalized the ratio related to Valhi’s special dividend to its stockholders
to be paid in the form of shares of Titanium Metals Corporation (“TIMET”)
common
stock (NYSE: TIE) owned by Valhi. This special dividend is payable on
March 26, 2007 to Valhi’s stockholders of record at the close of business
on March 12, 2007. As a result of the special dividend, each Valhi
stockholder will receive 0.4776 of a share of TIMET common stock for each share
of Valhi common stock held and cash in lieu of any resulting fractional share
of
TIMET common stock.
The
ratio
was determined by dividing the 56,797,000 shares of TIMET common stock to be
paid in the special dividend by the 118,905,745 shares of Valhi common stock
entitled to the dividend, including 4,709,167 shares of Valhi common stock
held
directly and indirectly by Valhi’s subsidiary, NL Industries, Inc. (NYSE:
NL).
As
previously disclosed, immediately after the payment of the special dividend,
Contran Corporation and its subsidiaries and related parties will continue
to
own approximately 51.9% of the outstanding TIMET common stock compared to the
approximately 53.8% held prior to the special dividend, in each case assuming
the full conversion of any TIMET 6¾% series A preferred stock held by such
entities or parties.
A
“when
issued” public market for Valhi common stock continues through the payment date
under the symbol “VHI wi.” “When issued” refers to buying Valhi common stock
shares without the TIMET shares to be received upon the payment
date.
Any
holder who sells shares of Valhi common stock in the “regular way” market on or
before the payment date will be selling the right to receive the special
dividend of shares of TIMET common stock. Holders
of Valhi common stock are encouraged to consult with their financial advisor
regarding the specific implications of selling Valhi common stock on or before
the payment date.
Valhi
is
engaged in the titanium dioxide pigments, component products (security products,
furniture components and performance marine components) , titanium metals
products and waste management industries.
The
statements in this release relating to matters that are not historical facts
are
forward-looking statements that represent management’s beliefs and assumptions
based on currently available information. Forward-looking statements can be
identified by the use of words such as “believes,” “intends,” “may,” “will,”
“should,” “could,” “anticipates,” “expects,” or comparable terminology or by
discussions of strategy or trends. Although Valhi 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 risks and uncertainties, including, but not limited to,
the
cyclicality of the titanium dioxide industry, global economic and political
conditions, changes in global productive capacity, changes in customer inventory
levels, changes in product pricing, changes in product costing, changes in
foreign currency exchange rates, competitive technology positions, operating
interruptions (including, but not limited to, labor disputes, leaks, fires,
explosions, unscheduled downtime, transportation interruptions, war and
terrorist activities), the ultimate resolution of pending or possible future
lead pigment litigation and legislative developments related to the lead paint
litigation, the outcome of other litigation, and other risks and uncertainties
detailed in the Valhi’s U.S. Securities and Exchange Commission filings. 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. Valhi
disclaims any intention or obligation to update publicly or revise such
statements, whether as a result of new information, future events or
otherwise.
*
* * *
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