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
November 15, 2002
(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
As previously reported, Valhi, Inc. (the "Company") adopted Statement of
Financial Accounting Standards ("SFAS") No. 142, effective January 1, 2002.
Under SFAS No. 142, goodwill, including goodwill arising from the difference
between the cost of an investment accounted for by the equity method and the
amount of the underlying equity in net assets of such equity method investee
("equity method goodwill"), is no longer amortized on a periodic basis.
Also as previously reported, the Company also adopted SFAS No. 145
effective April 1, 2002. SFAS No. 145, among other things, eliminated the prior
requirement that all gains and losses from the early extinguishment of debt were
to be classified as an extraordinary item. Upon adoption of SFAS No. 145, gains
and losses from the early extinguishment of debt are now classified as an
extraordinary item only if they meet the "unusual and infrequent" criteria
contained in Accounting Principles Board Opinion ("APBO") No. 30. In addition,
upon adoption of SFAS No. 145, all gains and losses from the early
extinguishment of debt that had previously been classified as an extraordinary
item are to be reassessed to determine if they would have met the "unusual and
infrequent" criteria of APBO No. 30; any such gain or loss that would not have
met the APBO No. 30 criteria is retroactively reclassified and reported as a
component of income before extraordinary item. The Company has concluded that
all of its previously-recognized gains and losses from the early extinguishment
of debt that occurred on or after January 1, 1998 would not have met the APBO
No. 30 criteria for classification as an extraordinary item, and accordingly
such previously-reported gains and losses from the early extinguishment of debt
have been retroactively reclassified and are now reported as a component of
income before extraordinary item.
The Company is filing its Consolidated Financial Statements for the years
ended December 31, 1999, 2000 and 2001, attached as Exhibit 99.1 to this Current
Report and incorporated herein by reference, so that this Current Report
(including such Consolidated Financial Statements) may be incorporated by
reference into a Registration Statement on Form S-4 which the Company plans to
file with the Securities and Exchange Commission in connection with the
Company's previously-reported proposed merger with Tremont Corporation. As a
result of the Company's adoption of SFAS No. 142 effective January 1, 2002, and
the Company's adoption of SFAS No. 145 effective April 1, 2002, the attached
Consolidated Financial Statements differ from the Consolidated Financial
Statements included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2001. The attached Consolidated Financial Statements:
o Include certain disclosures regarding what the Company's consolidated net
income, and related per share amounts, would have been for the years ended
December 31, 1999, 2000 and 2001 if the goodwill amortization included in
the Company's reported net income for such years had not been recognized,
and
o Reclassify a loss on the early extinguishment of certain indebtedness in
the year ended December 31, 2000, previously reported as an extraordinary
item, to be a component of income before extraordinary item (such
reclassification having no effect on the Company's net income in such
year).
Item 7: Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibit
Item No. Exhibit Index
---------- ----------------------------------------
23.1 Consent of PricewaterhouseCoopers LLP
99.1 Consolidated Financial Statements for the
years ended December 31, 1999, 2000 and 2001
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,
Chief Financial Officer and
Treasurer
Date: November 15, 2002