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 18, 2004
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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)
(972) 233-1700
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(Registrant's telephone number, including area code)
(Former name or 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 1.01 Entry into a Material Definitive Agreement.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
Effective November 18, 2004, Kronos International, Inc., a Delaware
corporation and a subsidiary of the registrant ("KII"), entered into a Purchase
Agreement (the "Purchase Agreement") with Deutsche Bank AG London ("Deutsche
Bank") pursuant to which KII will issue and sell to Deutsche Bank euro 90
million of add-on 8.875% Senior Secured Notes due 2009 at the issue price of
107% plus accrued interest from and including July 1, 2004 (the "Add-On Notes"),
which issuance and sale is anticipated to be on or about November 26, 2004. Also
pursuant to the Purchase Agreement, at the closing of the offering of the Add-On
Notes, KII will enter into a Registration Rights Agreement with Deutsche Bank
for the benefit of the holders of the Add-On Notes (the "Registration Rights
Agreement").
The Add-On Notes are being issued and sold as an add-on to KII's
previously issued euro 285,000,000 aggregate principal amount of 8.875% Senior
Secured Notes due 2009. It is expected that the net proceeds of the offering
will be loaned to Kronos Worldwide, Inc., a Delaware corporation that is the
sole stockholder of KII and a subsidiary of the registrant.
Pursuant to the Purchase Agreement, Deutsche Bank has agreed to resell
the Add-On Notes under the Securities Act of 1933, as amended (the "Securities
Act"), to qualified institutional buyers in the United States of America in
reliance on Rule 144A and to persons outside of the United States in reliance on
Regulation S. The Add-On Notes will not be registered under the Securities Act
and, unless so registered, may not be offered or sold in the United States
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable securities laws.
Pursuant to the Registration Rights Agreement, KII will use its best
efforts, and at its cost, to (i) file within 120 days of the issue date of the
Add-On Notes a registration statement to register under the Securities Act notes
of KII with terms substantially identical in all material respects to the Add-On
Notes (the "Exchange Notes"), (ii) cause such registration statement to be
declared effective within 270 days of the issue date of the Add-On Notes and
(iii) complete an offer to exchange the Add-On Notes for the Exchange Notes
within 300 days of the issue date of the Add-On Notes.
The descriptions herein of the Purchase Agreement and the Registration
Rights Agreement are qualified in their entirety, and the terms thereof are
incorporated herein, by reference to the Purchase Agreement and the Registration
Rights Agreement filed as Exhibits 4.4 and 4.5, respectively, to the Current
Report on Form 8-K of KII (File No. 333-100047) that was filed with the U.S.
Securities and Exchange Commission on November 24, 2004.
For a description of the terms of, and collateral related to, the
Add-On Notes, please see:
(1) the Indenture governing the 8.875% Senior Secured Notes due
2009, dated as of June 28, 2002, between KII and The Bank of
New York, as trustee (which is incorporated herein by
reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q
of NL Industries, Inc. (File No. 1-640) for the quarter ended
June 30, 2002 that was filed with the U.S. Securities and
Exchange Commission on August 14, 2002 (the "Form 10-Q"));
(2) Collateral Agency Agreement (shares of Kronos Limited), dated
June 28, 2002, among The Bank of New York, U.S. Bank, N.A. and
KII (which is incorporated herein by reference to Exhibit 4.6
to the Form 10-Q);
(3) Security Over Shares Agreement, dated June 28, 2002, between
KII and The Bank of New York (which is incorporated herein by
reference to Exhibit 4.7 to the Form 10-Q);
(4) Pledge of Shares (shares in Kronos Denmark ApS), dated June
28, 2002, between KII and U.S. Bank, N.A. (which is
incorporated herein by reference to Exhibit 4.8 to the Form
10-Q);
(5) Pledge Agreement (shares in Societe Industrielle du Titane
S.A.), dated June 28, 2002, between KII and U.S. Bank, N.A
(which is incorporated herein by reference to Exhibit 4.9 to
the Form 10-Q); and
(6) Partnership Interest Pledge Agreement (relating to fixed
capital contribution in Kronos Titan GmbH & Co.), dated June
28, 2002, between KII and U.S. Bank, N.A. (which is
incorporated herein by reference to Exhibit 4.10 to the Form
10-Q).
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Item No. Exhibit Index
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4.1 Indenture governing the 8.875% Senior
Secured Notes due 2009, dated as of June 28,
2002, between Kronos International, Inc. and
The Bank of New York, as trustee
(incorporated herein by reference to Exhibit
4.1 to the Quarterly Report on Form 10-Q of
NL Industries, Inc. (File No. 1-640) for the
quarter ended June 30, 2002 that was filed
with the U.S. Securities and Exchange
Commission on August 14, 2002).
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 24, 2004