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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
March 10, 1998
Date of Report (date of earliest event reported)
VALHI, INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-5467 87-011015
(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)
(Former name or address, if changed since last report)
Item 5: Other Events
Pursuant to two stipulations of settlement among the parties to Kahn v.
Tremont Corporation, et al. and Seinfeld v. Simmons, et al., respectively, the
registrant has agreed to transfer, at its option, shares ("Shares") of common
stock, par value $0.125 per share, of NL Industries, Inc. ("NL") or cash in the
respective settlements. The stipulations of settlement revise certain
provisions of the agreements in principal that the registrant previously
announced.
Seinfeld v. Simmons, et al. arose out of the 1991 Dutch auction tender
offer by NL for its shares of common stock. Under the stipulation of settlement
dated February 26, 1998 relating to Seinfeld, the registrant has agreed to
transfer to NL 750,000 (1.5% of the outstanding NL common stock) Shares, subject
to adjustment depending on the average sales price of the Shares during a
fifteen trading day period ending five trading days prior to the transfer, up to
a maximum of 825,000 million Shares (1.6% of the outstanding NL common stock)
and down to a minimum of 675,000 Shares (1.3% of the outstanding NL common
stock). The registrant has the option, in lieu of transferring such Shares, to
transfer cash or cash equivalents equal to the product of such average sales
price and the number of Shares that would otherwise have been transferred to NL.
The registrant has not yet decided whether it will transfer Shares or cash
pursuant to the terms of this stipulation of settlement.
Kahn v. Tremont Corporation, et al. arose out of the 1991 sale by the
registrant of approximately 15% of the then outstanding Shares to Tremont
Corporation ("Tremont"). Under the stipulation of settlement dated March 5,
1998 relating to Kahn, The registrant has agreed to transfer to Tremont 1.2
million Shares (2.3% of the outstanding NL common stock), subject to adjustment
depending on the average sales price of the Shares during a fifteen trading day
period ending five trading days prior to the transfer, up to a maximum of 1.4
million Shares (2.7% of the outstanding NL common stock) and down to a minimum
of 1.0 million Shares (2.0% of the outstanding NL common stock). The registrant
has the option, in lieu of transferring such Shares, to transfer cash or cash
equivalents equal to the product of such average sales price and the number of
Shares that would otherwise have been transferred to Tremont. The registrant
has not yet decided whether it will transfer Shares or cash pursuant to the
terms of this stipulation of settlement.
The registrant previously stated that it had reached the settlements in
order to avoid the burden and expense of further litigation and that it
continued to believe it had engaged in no wrongdoing associated with the
transactions in question.
The stipulations of settlement are subject to the approval of the
respective courts in which the cases are pending and the completion of court
proceedings. If so approved, the transfer of Shares or cash is expected to
occur in the second or third quarter of 1998.
If the registrant elects to transfer Shares in complete satisfaction of
both settlements, the transfers will result in the registrant holding
approximately 55% of the outstanding NL common stock.
The descriptions of the stipulations of settlement are qualified in their
entirety by reference to Exhibits 99.1 and 99.2 to this current report, which
are incorporated herein by this reference.
Item 7: Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibit
Item No. Exhibit Index
---------- -----------------------------------------
99.1 Stipulation of Settlement, dated February 26, 1998,
among the parties to Seinfeld v. Simmons, et al. (No. C-
336-96), pending in the Chancery Division of the New
Jersey Superior Court (incorporated by reference to
Exhibit 4 to Amendment 57 to the Statement on Schedule
13D filed with the Securities and Exchange Commission by
the registrant and certain other persons on March 9,
1998 and relating to the common stock of NL Industries).
99.2 Stipulation of Settlement, dated March 5, 1998, among
the parties to Kahn v. Tremont Corporation, et al. (No.
12339), pending in the Delaware Chancery Court
(incorporated by reference to Exhibit 4 to Amendment 57
to the Statement on Schedule 13D filed with the
Securities and Exchange Commission by the registrant and
certain other persons on March 9, 1998 and relating to
the common stock of NL Industries).
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.
VALHI, INC.
(Registrant)
By: /s/ Steven L. Watson
----------------------------
Steven L. Watson
Vice President & Secretary
Date: March 10, 1998
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.
VALHI, INC.
(Registrant)
By:
----------------------------
Steven L. Watson
Vice President & Secretary
Date: March 10, 1998