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 1, 2006
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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.
On November 1, 2006, the registrant, Valhi, Inc. ("Valhi"), purchased (the
"Stock Purchase") 1.0 million shares of its common stock, par value $0.01 per
share (the "Common Stock"), at a discount to the current market price of the
Common Stock, from Valhi Holding Company, a Delaware corporation and a parent of
Valhi ("VHC"), for $23.50 per share or an aggregate purchase price of $23.5
million. Valhi purchased the 1.0 million shares of Common Stock under the
following repurchase programs:
O a 5.0 million share program that the Valhi board of directors had
approved on March 31, 2005 that at the close of business on October
31, 2006 had 619,400 shares of Common Stock eligible for purchase
under the program; and
O a 5.0 million share program that the Valhi board of directors approved
on November 1, 2006 (the "New Repurchase Program").
The terms of the Stock Purchase are set forth in the Stock Purchase
Agreement dated November 1, 2006 between Valhi and VHC attached hereto as
Exhibit 10.1 and incorporated herein by reference. Valhi paid for the Stock
Purchase with its available cash on hand. Valhi's independent directors approved
the Stock Purchase.
Under the New Repurchase Program, Valhi is authorized to purchase shares of
Common Stock in open market transactions, including block purchases, or in
privately negotiated transactions, which may include transactions with
affiliates of Valhi. The Repurchase Program does not include specific price
targets or timetables and may be suspended at any time.
Item 7.01 Regulation FD Disclosure.
The registrant hereby furnishes the information set forth in its press
release issued on November 1, 2006, a copy of which is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
The information, including the exhibit, the registrant furnishes in this
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 expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Item No. Exhibit Index
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10.1* Stock Purchase Agreement, dated November 1, 2006 between
Valhi, Inc. and Valhi Holding Company.
99.1* Press Release dated November 1, 2006 issued by Valhi.
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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/ A. Andrew R. Louis
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A. Andrew R. Louis
Secretary
Date: November 2, 2006
INDEX TO EXHIBITS
Exhibit No. Description
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10.1* Stock Purchase Agreement, dated November 1, 2006 between
Valhi, Inc. and VHC Corporation.
99.1* Press Release dated November 1, 2006 issued by Valhi.
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* Filed herewith.