UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of the earliest event reported)
November 14, 2005
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Valhi, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 1-5467 87-0110150
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(972) 233-1700
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
Item 7.01 Regulation FD Disclosures.
Pursuant to Items 2.02 and 7.01 of this Current Report on Form 8-K, the
Registrant hereby furnishes the information set forth in its press release
issued on November 14, 2005, a copy of which is attached hereto as Exhibit 99.1
and incorporated herein by reference.
The information, including Exhibit 99.1, the Registrant furnishes in this
Current Report is not deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, 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 stated in such filing.
As disclosed in the Company's other Current Report on Form 8-K dated
November 14, 2005 and filed with the Securities and Exchange Commission, the
Company will file an Annual Report on Form 10-K/A for the year ended December
31, 2004 to restate its consolidated financial statements for certain matters
more fully described in such Current Report. The Company's results of operations
for the 2004 interim periods, as presented in Exhibit 99.1, have been restated
for the effect of one of the matters discussed in such Form 8-K, resulting in a
$1.1 million decrease, or $.01 per diluted share, in net income for the three
months ended September 30, 2004 and a $1.6 million, or $.01 per diluted share,
decrease in net income for the nine months ended September 30, 2004. As more
fully described in such Current Report, such amounts relate to certain income
taxes which the Company previously accounted for as a direct reduction in its
stockholders' equity. The aggregate effect of the restatement, however, will be
to increase the Company's stockholders' equity as of December 31, 2004. As a
result of the time involved in addressing the matters described in such Current
Report, the Company will be delayed in filing its Quarterly Report on Form 10-Q
for the quarter ended September 30, 2005, which Quarterly Report would otherwise
be required to be filed on November 14, 2005. While the Company currently
believes the financial information contained in Exhibit 99.1 will be consistent
with the Company's consolidated financial statements that will be contained in
its Quarterly Report when filed, the financial information contained in Exhibit
99.1 is, however, subject to future correction and revision and could differ
from the Company's consolidated financial statements that will be contained in
its Quarterly Report when filed.
Item 8.01 Other Events.
As disclosed in the Company's other Current Report on Form 8-K dated
November 14, 2005 and filed with the Securities and Exchange Commission, the
Company will file an Annual Report on Form 10-K/A for the year ended December
31, 2004 to restate its consolidated financial statements for certain matters
more fully described in such Current Report. As a result of the time involved in
addressing the matters described in such Current Report, the Company will be
delayed in filing its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2005, which Quarterly Report would otherwise be required to be
filed on November 14, 2005.
Attached hereto is Exhibit 99.2 which contains the Company's unaudited
consolidated financial statements of the Registrant as of September 30, 2005,
and for the interim periods ended September 30 2004 and 2005, and related
financial and other disclosures. While the Company currently believes the
consolidated financial statements and related financial and other disclosures
contained in Exhibit 99.2 to this Current Report will be consistent with the
Company's consolidated financial statements and related financial and other
disclosures that will be contained in its Quarterly Report when filed, the
consolidated financial statements and related financial and other disclosures
contained in Exhibit 99.2 are, however, subject to future correction and
revision and could differ from the Company's consolidated financial statements
and related financial and other disclosures that will be contained in its
Quarterly Report when filed. PricewaterhouseCoopers LLP, the Company's
independent registered public accounting firm, has not yet completed their
review of the consolidated financial statements included in Exhibit 99.2. Prior
to filing such Quarterly Report, the Company's independent registered public
accounting firm will have completed their review.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Item No. Exhibit Index
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99.1* Press Release dated November 14, 2005 issued by the
Registrant.
99.2* Unaudited Consolidated Financial Statements of the
Registrant as of September 30, 2005, and for the interim
periods ended September 30 2004 and 2005, and related
financial and other disclosures.
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* Filed herewith.
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
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Gregory M. Swalwell
Vice President and Controller
Date: November 14, 2005
INDEX TO EXHIBITS
Exhibit No. Description
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99.1* Press Release dated November 14, 2005 issued by the
Registrant.
99.2* Unaudited Consolidated Financial Statements of the
Registrant as of September 30, 2005, and for the interim
periods ended September 30 2004 and 2005, and related
financial and other disclosures.