-----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, JBF4JWFMAvqLdsDJjxlPz6TAdVu6noS5aSMGadSXz85joBAPf/9txJOAQxXrGiOf NtT1UJHDTSPEUIoUgUQz0Q== 0000905894-97-000010.txt : 19970502 0000905894-97-000010.hdr.sgml : 19970502 ACCESSION NUMBER: 0000905894-97-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970430 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970501 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: 97593219 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 VALHI 8-K 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 April 30, 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) Not applicable (Former name or address, if changed since last report) Item 2: Acquisition or Disposition of Assets On April 30, 1997, the Company completed the disposition of its fast food operations conducted by its indirect wholly-owned subsidiary, Sybra, Inc. The disposition was accomplished in two separate, concurrent transactions. The first transaction involved the sale of certain restaurant real estate owned by Sybra to U.S. Restaurant Properties Master L.P., a Delaware limited partnership, for $45 million cash consideration. The second transaction involved the sale of 100% of the common stock of Sybra by Valcor, Inc., a wholly-owned subsidiary of the Company, to I.C.H. Corporation, a Delaware corporation, for $14 million cash consideration plus the repayment by I.C.H. of approximately $23.8 million of Sybra's intercompany indebtedness owed to Valcor. Substantially all of the net- of-tax proceeds from these transactions are held by Valcor. Under certain conditions, I.C.H. is obligated to pay an additional contingent consideration of approximately $2 million to Valcor in the future. As part of the transactions, the Company purchased 222,222 units of U.S. Restaurant Properties Master L.P. from U.S. Restaurant Properties for $6 million cash consideration. Prior to consummation of these transactions, Sybra increased the outstanding balance of its intercompany loan owed to Valcor from $20 million to $23.8 million, and used a portion of the proceeds to completely repay its outstanding bank indebtedness. Item 7: Financial Statements, Pro Forma Financial Information and Exhibits (b) Pro forma financial information Pro forma condensed consolidated financial statements of the Registrant, which present the pro forma effects of the transactions described in Item 2 above, assuming such transactions had occurred as of the dates set forth in the accompanying notes, are included herein as Exhibit 99.2. (c) Exhibit Item No. Exhibit Index 99.1 Press release dated May 1, 1997 issued by the Registrant describing the transactions discussed in Item 2 above. 99.2 Pro forma financial information of 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/ Bobby D. O'Brien Bobby D. O'Brien Vice President Date: April 30, 1997 EX-99.1 2 FOR IMMEDIATE RELEASE: CONTACT: VALHI, INC. BOBBY D. O'BRIEN THREE LINCOLN CENTRE VICE PRESIDENT 5430 LBJ FREEWAY , SUITE 1700 (972) 233-1700 DALLAS, TEXAS 75240-2697 (972) 233-1700 VALHI ANNOUNCES SALE OF SYBRA OPERATIONS Dallas, Texas May 1, 1997 Valhi, Inc. (NYSE: VHI) announced that it had completed the sale of its fast food operations conducted by Sybra, Inc., a former wholly owned subsidiary of Valcor, Inc., which is a wholly owned subsidiary of Valhi. The sale occurred in two separate concurrent transactions. The first transaction involved the sale of certain restaurant properties owned by Sybra to U.S. Restaurant Properties Master L.P. (NYSE: USV), a Delaware limited partnership, for $45 million in cash consideration. The second transaction involved Valcor's sale of 100% of the stock of Sybra to I.C.H. Corporation (OTC: ICHD), a Delaware corporation, for $14 million cash consideration plus I.C.H.' s repayment of approximately $23.8 million of intercompany indebtedness that Sybra owed to Valcor. Valcor holds substantially all of the net proceeds. Under certain conditions, I.C.H. is obligated to pay an additional contingent consideration of approximately $2 million to Valcor in the future. As part of the transaction, Valhi purchased 222,222 units of U.S. Restaurant Properties from U.S. Restaurant Properties for $6 million. Valhi is engaged in the chemicals, component products and waste management industries. ****** EX-99.2 3 Exhibit 99.2 VALHI, INC. AND SUBSIDIARIES INDEX TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page --------- Pro Forma Condensed Consolidated Balance Sheet - December 31, 1996 F-2/F-3 Notes to Pro Forma Condensed Consolidated Balance Sheet F-4/F-5 Pro Forma Condensed Consolidated Statement of Income - Year ended December 31, 1996 F-6 Notes to Pro Forma Condensed Consolidated Statement of Income F-7 These pro forma condensed consolidated financial statements should be read in conjunction with the historical consolidated financial statements of Valhi, Inc. The pro forma condensed consolidated financial statements are not necessarily indicative of Valhi's consolidated financial position or results of continuing operations as they may be in the future. VALHI, INC. AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET December 31, 1996 (Unaudited) (In millions)
Pro forma adjustments Valhi -------------------------------------- ---------- ASSETS Historical (I) (II) (III) Pro forma ----------- ----------- ----------- ---------- ---------- Current assets: Cash and cash equivalents $255.7 ($1.1) $73.6 ($6.0) $322.2 Marketable securities 142.5 - - - 142.5 Accounts and notes receivable 178.8 - - 178.8 Inventories 251.6 - (1.5) - 250.1 Prepaid expenses 7.5 - (1.0) - 6.5 Deferred income taxes 1.6 - (1.2) - 0.4 ----------- ----------- ----------- ---------- ---------- 837.7 (1.1) 69.9 (6.0) 900.5 ----------- ----------- ----------- ---------- ---------- Other assets: Marketable securities 17.3 - - 6.0 23.3 Investment in joint ventures 196.7 - - - 196.7 Investment in Amalgamated 34.1 - - - 34.1 Mining properties 36.4 - - - 36.4 Goodwill 258.4 - (5.0) - 253.4 Intangible and other assets 74.2 - (11.0) - 63.2 ----------- ----------- ----------- ---------- ---------- 617.1 - (16.0) 6.0 607.1 ----------- ----------- ----------- ---------- ---------- Property and equipment, net 690.2 - (52.8) - 637.4 ----------- ----------- ----------- ---------- ---------- $2,145.0 ($1.1) $1.1 $ - $2,145.0 =========== =========== =========== ========== ==========
VALHI, INC. AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (CONTINUED) December 31, 1996 (Unaudited) (In millions) Pro forma adjustments Valhi -------------------------------------- ---------- LIABILITIES AND STOCKHOLDERS' EQUITY Historical (I) (II) (III) Pro forma ----------- ----------- ----------- ---------- ---------- Current liabilities: Notes payable & current long-term debt $274.3 $ - ($0.9) $ - $273.4 Accounts payable & accrued liabilities 250.7 - (13.6) - 237.1 Income taxes 8.2 - - - 8.2 Deferred income taxes 30.5 - - - 30.5 ----------- ----------- ----------- ---------- ---------- 563.7 - (14.5) - 549.2 ----------- ----------- ----------- ---------- ---------- Noncurrent liabilities: Long-term debt 844.5 (1.1) (3.6) - 839.8 Accrued pension cost 59.2 - - - 59.2 Accrued OPEB cost 56.3 - - - 56.3 Accrued environmental costs 109.9 - - - 109.9 Deferred income taxes 178.0 - - - 178.0 Other 29.2 - (1.3) - 27.9 ----------- ----------- ----------- ---------- ---------- 1,277.1 (1.1) (4.9) - 1,271.1 ----------- ----------- ----------- ---------- ---------- Minority interest in NL subsidiaries 0.3 - - - 0.3 ----------- ----------- ----------- ---------- ---------- Stockholders' equity: Common stock and paid-in capital 36.5 - - - 36.5 Retained earnings 282.8 - 20.5 - 303.3 Treasury stock (71.1) - - - (71.1) Adjustments: - Marketable securities 65.1 - - - 65.1 Currency translation (6.2) - - - (6.2) Pension liabilities (3.2) - - - (3.2) ----------- ----------- ----------- ---------- ---------- 303.9 - 20.5 - 324.4 ----------- ----------- ----------- ---------- ---------- $2,145.0 ($1.1) $1.1 $ - $2,145.0 =========== =========== =========== ========== ==========
See accompanying notes to pro forma condensed consolidated balance sheet. VALHI, INC. AND SUBSIDIARIES NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) Note 1 - Basis of presentation: The Pro Forma Condensed Consolidated Balance Sheet assumes the following transactions, more fully described in Item 2 of this Current Report on Form 8-K dated April 30, 1997, occurred on December 31, 1996: I - Sybra increases its intercompany loan from Valcor by $3.8 million (bringing its total intercompany loan from Valcor to $23.8 million) and repays all of its outstanding bank indebtedness ($1.1 million). II - Sybra sells certain restaurant real estate to U.S. Resaturant Properties Master L.P., Valcor sells 100% of the common stock of Sybra to I.C.H. Corporation and I.C.H. repays $23.8 million of intercompany indebtedness owed to Valcor by Sybra. III - Valhi purchases 222,222 units of U.S Restaurant Properties Master L.P. for $6 million. Note 2 - Pro forma adjustments: I - Reflect Sybra's borrowing $3.8 million from Valcor and repaying $1.1 million of bank indebtedness. VALHI, INC. AND SUBSIDIARIES NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (CONTINUED) (Unaudited) II - Reflect Sybra's sale of certain restaurant real estate to U.S. Restaurant Properties Master L.P., Valcor's sale of 100% of the common stock of Sybra to I.C.H. Corporation and I.C.H.'s repayment of $23.8 million of intercompany indebtedness owed to Valcor by Sybra, as follows: Amount ------------ (In millions) Aggregate cash consideration (including repayment of intercompany indebtedness owed to Valcor), net of estimated fees and expenses $81.0 ------------ Carrying value of assets sold and liabilities assumed: Cash and equivalents 4.0 Inventories 1.5 Prepaid expenses 1.0 Current deferred income taxes 1.2 Goodwill 5.0 Other intangible assets 10.9 Other assets 0.1 Net property, plant and equipment 52.8 Accounts payable & accrued liabilities (13.6) Long-term debt and capital lease obligations, including current portion (4.5) Noncurrent deferred income taxes (0.3) Other noncurrent liabilities (1.3) ------------ 56.8 ------------ Pre-tax gain 24.2 ------------ Income tax expense: Current income taxes 3.4 Deferred income taxes 0.3 ------------ 3.7 ------------ Net-of-tax gain $20.5 ============
The overall effective income tax rate applicable to the pre-tax gain varies from the 35% statutory federal income tax rate due principally to the excess of tax basis over book basis of the common stock of Sybra sold for which no deferred income tax benefit was previously recognized. III- Reflect purchase of 222,222 units of U.S. Restaurant Properties Master L.P. for $6 million cash. VALHI, INC. AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME Year ended December 31, 1996 (Unaudited) (In millions, except per share data) Valhi Pro forma Historical adjustments Pro forma ----------- ----------- ----------- Revenues and other income: Net sales $1,190.8 ($116.0)(a) $1,074.8 Other, net 41.4 (0.1)(a) 0.6 (b) 41.9 ----------- ----------- ----------- 1,232.2 (115.5) 1,116.7 ----------- ----------- ----------- Costs and expenses: Cost of goods sold 909.3 (101.1)(a) 808.2 Selling, general and administrative 211.7 (6.2)(a) 205.5 Interest 100.2 (2.3)(a) 0.6 (b) 98.5 ----------- ----------- ----------- 1,221.2 (109.0) 1,112.2 ----------- ----------- ----------- Income of consolidated companies before income taxes 11.0 (6.5) 4.5 Equity in Amalgamated Sugar Company 10.0 10.0 Equity in Waste Control Specialists (6.4) - (6.4) ----------- ----------- ----------- Income before income taxes and minority interest 14.6 (6.5) 8.1 Provision for income taxes 3.5 (2.4)(a) 1.1 Minority interest 6.9 - 6.9 ----------- ----------- ----------- Income from continuing operations $4.2 ($4.1) $0.1 =========== =========== =========== Income from continuing operations per share $0.04 $ - =========== =========== Weighted average common shares outstanding 114.6 114.6 =========== ===========
See accompanying notes to pro forma condensed consolidated statement of income. VALHI, INC. AND SUBSIDIARIES NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (Unaudited) Note 1 - Basis of presentation: The Pro Forma Condensed Consolidated Statement of Income assumes the disposition of the Company's fast food operations, more fully described in Item 2 of this Current Report on Form 8-K dated April 30, 1997, occurred as of the beginning of 1996. Note 2 - Pro forma adjustments: (a) Eliminate Sybra's historical results of operations included in Valhi's consolidated statement of income. In future filings, Valhi will report Sybra's results of operations through the date of disposal as discontinued operations. (b) Reclassification. -----END PRIVACY-ENHANCED MESSAGE-----