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
July 26, 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
On July 26, 2002, the registrant sent a letter to the board of
directors of Tremont Corporation, a Delaware corporation ("Tremont"), proposing
(the "Proposal") a merger of the registrant and Tremont pursuant to which
stockholders of Tremont, other than the registrant, would receive between 2 and
2.5 shares of the registrant's common stock, par value $0.01 per share, for each
outstanding share of Tremont common stock held. A copy of the letter is attached
hereto as Exhibit 99.1 and incorporated herein by reference. On July 26, 2002,
the registrant issued a press release announcing the Proposal. A copy of the
press release is attached hereto as Exhibit 99.2 and incorporated herein by
reference.
There is no assurance that any transaction will be consummated under
the terms of the Proposal or otherwise.
Tremont Group, Inc., a Delaware corporation ("TGI"), Tremont Holdings,
LLC, a Delaware limited liability company ("TRE Holdings"), and the registrant
are the direct holders of approximately 80.0%, 0.1% and 0.1%, respectively, of
the outstanding shares of Tremont common stock. The registrant and TRE Holdings
are the direct holders of 80.0% and 20.0%, respectively of the outstanding
common stock of TGI. NL Industries, Inc., a New Jersey corporation ("NL"), is
the sole member of TRE Holdings. The registrant and Tremont are the direct
holders of approximately 61.7% and 20.9%, respectively, of the outstanding
common stock of NL.
Item 7: Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibit
Item No. Exhibit Index
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99.1 Letter dated July 26, 2002 from Valhi, Inc. to
the board of directors of Tremont Corporation
99.2 Press release dated July 26, 2002 issued by
Valhi, Inc.
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
Date: July 29, 2002