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 12, 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)
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))
Titanium Metals Corporation, a Delaware corporation and a subsidiary of the
registrant ("TIMET"), filed a Current Report on Form 8-K with the U.S.
Securities and Exchange Commission on November 17, 2004 reporting the following.
Item 1.01 Entry into a Material Definitive Agreement.
On November 12, 2004, TIMET UK Ltd. ("TIMET UK"), a wholly owned subsidiary
of TIMET, entered into three new leases with The Prudential Assurance Company
Limited ("Prudential") for TIMET UK's principal facilities located in Witton,
England. The two leases for TIMET UK's manufacturing facilities each have a term
of 20 years, and the lease for TIMET UK's office space has a term of 10 years.
TIMET UK pays aggregate rent of approximately 752,580 U.K. pounds sterling per
year for the three leases, which amount is subject to adjustment every five
years at a rate of 2.0% per annum, compounded annually. The first rent payment
under the new leases is not due until October 2006. The leases are substantially
identical in form, and a form of lease is incorporated herein by reference to
Exhibit 10.1 to a Current Report on Form 8-K filed by TIMET (File No. 0-28538)
with the U.S. Securities and Exchange Commission on November 17, 2004.
Item 1.02 Termination of a Material Definitive Agreement.
Contemporaneously with entering into the new leases described in Item 1.01,
TIMET UK and Prudential agreed to terminate the previously effective leases for
the same facilities. The previously effective leases permitted TIMET to
terminate the leases at the end of 2006 or 2016, while the new leases do not
contain a similar termination right. Under the previously effective leases,
TIMET UK's aggregate rental rate was approximately 663,224 U.K. pounds sterling
per year, which amount was subject to adjustment every five years based upon
changes in the Retail Prices Index for all items excluding housing as published
by HM Government's relevant statistics office, with the next adjustment
scheduled for February 2006. TIMET agreed to the new rental rate and lease terms
under the new leases in exchange for the abatement of rental payments until
October 2006 and the fixed rent escalation provision.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Item No. Exhibit Index
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10.1 Form of Lease Agreement dated November
12, 2004, between The Prudential
Assurance Company Limited and TIMET UK
Ltd., related to the premises known as
Timet Number 2 Plant, The Hub
Birmingham (incorporated by reference
to Exhibit 10.1 to a Current Report on
Form 8-K filed by Titanium Metals
Corporation (File No. 0-28538) with
the U.S. Securities and Exchange
Commission on November 17, 2004).
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 18, 2004