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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
Date of Report: May 5, 2003
VALHI, INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-546 87-0110150
(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 7: Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibit
Item No. Exhibit Index
---------- ----------------------------------------
99.1 Press release dated May 5, 3003
issued by Valhi, Inc.
Item 9: Regulation FD Disclosure
The registrant hereby furnishes the information set forth in the press
release issued on May 5, 2003, 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 Exchange Act 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.
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/ Gregory M. Swalwell
----------------------------
Gregory M. Swalwell
Secretary
Date: May 5,2003
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- --------------------------------------------------
99.1 Press release dated May 5, 2003 issued by Valhi, Inc.
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, INC. ANNOUNCES TENDER OFFER FOR UP TO 1,000,000
6 5/8% CONVERTIBLE PREFERRED SECURITIES, BENEFICIAL UNSECURED
CONVERTIBLE SECURITIES, OF TIMET CAPITAL TRUST I
DALLAS, TEXAS. . . May 5, 2003 . . . Valhi, Inc. (NYSE: VHI) today
announced that it will commence a tender offer to purchase for cash up to
1,000,000 6?% convertible preferred securities, beneficial unsecured convertible
securities, of TIMET Capital Trust I, for a purchase price of $10.00 per
security. The securities include the associated guarantee by Titanium Metals
Corporation (NSYE:TIE), or TIMET. The tender offer will commence today and will
expire at 12:00 midnight, New York City time, on Monday, June 2, 2003, unless
extended. Tendered securities may be withdrawn at any time prior to the
expiration date.
The terms and conditions of the tender offer appear in Valhi's Offer to
Purchase, dated May 5, 2003, and the related Letter of Transmittal. Copies of
these and other related documents will be mailed to all holders of the
securities. Completion of the tender offer is conditioned upon certain terms and
conditions described in the Offer to Purchase. Subject to applicable law, Valhi
may, in its sole discretion, waive any condition applicable to the tender offer
and may extend or otherwise amend the tender offer.
Innisfree M&A Incorporated is the information agent for the tender offer
and Computershare Trust Company of New York is the depositary. Copies of the
Offer to Purchase, Letter of Transmittal and related documents may be obtained
at no charge from the information agent or from the website of the Securities
and Exchange Commission at www.sec.gov. Additional information concerning the
terms of the tender offer, including all questions relating to the mechanics of
the tender offer, may be obtained by contacting the information agent at (888)
750-5834.
This news release is not an offer to purchase, nor a solicitation of an
offer to sell, with respect to any securities. The tender offer may only be made
pursuant to the Offer to Purchase and the accompanying Letter of Transmittal.
INVESTORS AND SECURITY HOLDERS ARE STRONGLY ADVISED TO READ BOTH THE TENDER
OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE
TENDER OFFER REFERRED TO IN THIS PRESS RELEASE, WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. THE TENDER OFFER STATEMENT WILL
BE FILED BY VALHI WITH THE SECURITIES AND EXCHANGE COMMISSION AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL BE FILED BY TIMET WITH THE SECURITIES
AND EXCHANGE COMMISSION. INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY
OF THESE STATEMENTS (WHEN AVAILABLE) AND OTHER DOCUMENTS FILED BY VALHI AND
TIMET AT THE SEC'S WEBSITE AT WWW.SEC.GOV.