-----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, Akf+SWtLJDYYlraaAIZckiBNfGEt1mAI5ucKAYmPIeHceATd6aNiu3wMfgmreEx/ r77HBrtAFMirwme1V68Y1A== 0000059255-97-000024.txt : 19970912 0000059255-97-000024.hdr.sgml : 19970912 ACCESSION NUMBER: 0000059255-97-000024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970904 ITEM INFORMATION: FILED AS OF DATE: 19970905 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: SEC FILE NUMBER: 001-05467 FILM NUMBER: 97676168 BUSINESS ADDRESS: STREET 1: THREE LINCOLN CENTRE STREET 2: 5430 LBJ FRWY STE 1700 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9722331700 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 8-K CVR. VALHI DATED 09/04/97 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 September 4, 1997 -------------------------------------------------- (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 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 ------------ On September 4, 1997, 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 September 4, 1997 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 Date: September 4, 1997 ----------------- EX-99 2 VALCOR INCREASES NOTE TENDER OFFER AND EXTENDS CONSENT SOLICITATION AND NOTE TENDER OFFER VALCOR, INC. PRESS RELEASE FOR IMMEDIATE RELEASE: CONTACT: VALCOR, INC. STEVEN L. WATSON THREE LINCOLN CENTRE VICE PRESIDENT 5430 LBJ FREEWAY, SUITE 1700 VALCOR, INC. DALLAS, TEXAS 75240-2697 (972) 233-1700 (972) 233-1700 JEANNE M. CARR SENIOR VICE PRESIDENT MACKENZIE PARTNERS, INC. (212) 929-5500 VALCOR INCREASES NOTE TENDER OFFER PRICE AND EXTENDS CONSENT SOLICITATION AND NOTE TENDER OFFER Dallas, Texas . . . September 4, 1997 . . . Valcor, Inc., a wholly owned subsidiary of Valhi, Inc. (NYSE:VHI), has increased the purchase price of the offer to purchase any and all of its 9 5/8% Senior Notes due 2003 and extended the expiration dates of the offer and the related consent solicitation. Valcor previously commenced the tender offer with respect to the notes pursuant to a Consent Solicitation Statement and Offer to Purchase dated August 6, 1997. On the terms and subject to the conditions of the Consent Solicitation Statement and Offer to Purchase, Valcor is now offering to purchase any and all of its outstanding notes for an increased cash purchase price of $1,057.50 per $1,000 principal amount of duly tendered notes plus accrued and unpaid interest to, but not including, the date of purchase. The offer to purchase has also been extended and will now expire at 5:00 p.m. Dallas, Texas time on September 18, 1997, unless further extended. Holders who have previously tendered and not withdrawn notes will receive the increased purchase price for such notes subject to the successful completion of the offer to purchase. The consent solicitation, which seeks the approval of certain amendments to the indenture governing the notes, commenced concurrently with the tender offer. The consent solicitation has been extended and will now expire at 5:00 p.m. Dallas, Texas time on the later of September 9, 1997 or the date of receipt of consents to the proposed amendments to the indenture from the holders representing at least a majority in principal amount of the outstanding notes, unless further extended. Noteholders who duly tender notes prior to the expiration of the consent solicitation will be deemed to have delivered consents with respect to such notes. Once Valcor receives the requisite consents, consents delivered or notes tendered prior to 5:00 p.m. Dallas, Texas time on the date of such receipt may not be revoked or withdrawn, except in limited circumstances. Noteholders who deliver consents or tender notes on or after the expiration of the consent solicitation will not receive the consent fee. The consent fee remains the same, $10 per $1,000 principal amount of the notes for which the holder delivers and does not revoke a consent prior to the expiration of the consent solicitation. Except as described in this announcement, the consent solicitation and offer to purchase have not been amended and remain subject to all other terms and conditions of the Consent Solicitation Statement and Offer to Purchase. The offer to purchase is still subject to, among other things, the receipt of the requisite consents in the consent solicitation, but is not subject to any minimum principal amount of notes being duly tendered. Noteholders may still deliver consents without tendering notes. As of the close of business on September 4, 1997, noteholders had tendered notes and delivered consents for approximately $6.2 million of the $68.6 million aggregate principal amount of the outstanding notes and delivered consents only for an additional $2.6 million of such notes. The information agent for the consent solicitation and the offer to purchase is MacKenzie Partners, Inc. The information agent's address is 156 Fifth Avenue, New York, New York 10010 and telephone numbers are (800) 322- 2885 (toll free) or (212) 929-5500 (collect call). Requests for copies of the Consent Solicitation Statement and Offer to Purchase, as supplemented, should be directed to the information agent. * * * * * -----END PRIVACY-ENHANCED MESSAGE-----