-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JoetkX0grqiP03mAHKPmtsHq+a/e7KS1lNnNMXaJKvmznFtx2SsOh1fxlZSXsh4W pHiK4w8zO447bMinfyIonw== 0000059255-96-000021.txt : 19961031 0000059255-96-000021.hdr.sgml : 19961031 ACCESSION NUMBER: 0000059255-96-000021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960930 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 19961030 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: VALHI INC /DE/ CENTRAL INDEX KEY: 0000059255 STANDARD INDUSTRIAL CLASSIFICATION: SUGAR & CONFECTIONERY PRODUCTS [2060] IRS NUMBER: 870110150 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05467 FILM NUMBER: 96650420 BUSINESS ADDRESS: STREET 1: THREE LINCOLN CENTRE STREET 2: 5430 LBJ FRWY STE 1700 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2142331700 MAIL ADDRESS: STREET 1: THREE LINCOLN CENTER STREET 2: 5430 LBJ FREEWAY SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 FORMER COMPANY: FORMER CONFORMED NAME: LLC CORP DATE OF NAME CHANGE: 19870329 FORMER COMPANY: FORMER CONFORMED NAME: LIBERTY LOAN CORP DATE OF NAME CHANGE: 19800414 8-K 1 VALHI 8-K COVER 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 October 25, 1996 ------------------------------------------------- (Date of Report, date of earliest event reported) VALHI, INC. --------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 1-5467 87-0110150 --------------------------------------------------------------- State or other (Commission (IRS Employer jurisdication 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 ------------ On October 25, 1996, 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 ------------------------------------------------------- and Exhibits ------------ (c) Exhibit ------- Item No. Exhibit Index -------- ----------------------------------- 99.1 Press release dated October 25, 1996 ----- issued by the Registrant 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 EX-99 2 VALHI,INC. 10/25/96 PRESS REL 3QRT96 EARNINGS [COMPANY LOGO] VALHI REPORTS THIRD QUARTER RESULTS DALLAS, TEXAS . . . October 25, 1996. . . Valhi, Inc. (NYSE: VHI) reported a loss from continuing operations of $6.9 million, or $.06 per share, for the third quarter of 1996 compared to income of $12.2 million, or $.11 per share, in the third quarter of 1995. For the first nine months of 1996, income from continuing operations was $8.9 million, or $.08 per share, compared to $32.8 million, or $.29 per share, in 1995. Chemicals earnings at 55%-owned NL Industries declined in 1996 from the year-ago periods due to lower selling prices of titanium dioxide pigments (`TiO2''). Average TiO2 selling prices for the third quarter of 1996 were 15% lower than the third quarter of 1995 and 6% lower than the second quarter of this year. Selling prices at the end of the third quarter of 1996 were 15% lower than at the end of 1995. While TiO2 prices have declined, demand for TiO2 has continued to grow as third quarter 1996 TiO2 sales volume increased 17% compared with the third quarter of 1995. NL expects average TiO2 prices in the fourth quarter to be somewhat below the third quarter average and, as a result, the Company currently expects to report a fourth quarter loss from continuing operations. Based on the continuing decline in TiO2 selling prices during the third quarter and the current TiO2 industry pricing outlook, NL's Board of Directors has suspended its regular quarterly dividend. Average sugar selling prices for the third quarter of 1996 were 6% higher than the third quarter of 1995 with year-to-date 1996 prices up 4%. Sales volumes were down 22% in the third quarter and down 11% year-to-date due to a smaller crop. Refined sugar earnings comparisons were adversely impacted in 1996 by relative LIFO inventory changes, with LIFO adjustments reducing operating income for the third quarter by approximately $5.8 million ($12.9 million year-to-date) compared to last year. In other operations, both component products and fast food reported higher operating income. Discontinued operations represents the results of Medite Corporation's building products operations. As previously-reported, the Company expects to complete the sale of substantially all of Medite's assets in the fourth quarter of 1996 at a estimated pre-tax gain of approximately $100 million. The statements in this release relating to matters that are not historical facts are forward looking statements that involve risks and uncertainties, including, but not limited to, future supply and demand for the Company's products (including cyclicality thereof), general economic conditions, changes in government regulations, competitive products, customer and competitor strategies, the impact of pricing and production decisions, environmental matters, the ultimate resolution of pending litigation and any possible future litigation, completion of pending asset/business unit dispositions and other risks and uncertainties detailed in the Company's SEC filings. Valhi, Inc. is a major producer of TiO2, refined sugar and other products. * * * * * VALHI, INC. AND SUBSIDIARIES SUMMARY OF OPERATIONS (Unaudited) (In millions, except earnings per share)
THREE MONTHS NINE MONTHS ENDED ENDED SEPTEMBER 30, SEPTEMBER 30, 1995* 1996 1995* 1996 NET SALES Chemicals $255.4 $248.5 $ 789.7 $ 752.1 Refined sugar 144.0 117.1 387.8 352.7 Other 48.9 50.8 143.9 150.6 ------ ------ -------- -------- $448.3 $416.4 $1,321.4 $1,255.4 ====== ====== ======== ======== OPERATING INCOME Chemicals $ 45.2 $ 14.1 $ 134.2 $ 81.5 Refined sugar 6.0 1.8 18.7 14.4 Other 6.5 7.4 20.0 20.8 ------ ------ ------ -------- TOTAL OPERATING INCOME 57.7 23.3 172.9 116.7 Equity in Waste Control - (1.6) - (4.0) Specialists General corporate items, net (5.8) (3.0) (16.1) (7.2) Interest expense (28.7) (26.4) (89.8) (81.5) ------ ------ ------ ------ Income (loss) before 23.2 (7.7) 67.0 24.0 taxes Income taxes (benefit) 11.2 (3.1) 33.9 8.2 Minority interest (.2) 2.3 .3 6.9 ------ ------ ------- -------- INCOME (LOSS) FROM CONTINUING 12.2 (6.9) 32.8 8.9 OPERATIONS Discontinued operations 1.5 2.0 10.7 (10.7) ------ ------ -------- ------ NET INCOME (LOSS) $ 13.7 $ (4.9) $ 43.5 $ (1.8) ====== ====== ======== ======== INCOME (LOSS) PER COMMON SHARE Continuing operations $.11 $(.06) $.29 $ .08 Discontinued operations .01 .02 .09 (.09) ---- ----- ---- ----- NET INCOME (LOSS) $.12 $(.04) $.38 $(.01) ==== ===== ==== ===== Weighted average common shares outstanding 114.4 114.6 114.4 114.6 ===== ===== ===== =====
* RECLASSIFIED FOR DISCONTINUED OPERATIONS. -----END PRIVACY-ENHANCED MESSAGE-----