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)
October 18, 2005
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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))
Item 1.01 Entry into a Material Definitive Agreement.
Item 1.02 Termination of a Material Definitive Agreement.
On October 14, 2005, the Registrant entered into a Prepayment and
Termination Agreement (the "Prepayment and Termination Agreement") with Snake
River Sugar Company ("Snake River") pursuant to which, among other things, the
Registrant agreed that if Snake River prepaid by October 18, 2005 an aggregate
of approximately $100.2 million (principal and interest) that Snake River owed
to the Registrant under the Amended and Restated Subordinated Loan Agreement
between Snake River and the Registrant, as amended and restated as of May 14,
1997, and as further amended through October 19, 2000 (the "Subordinated Loan"),
the Registrant would forgive and cancel the remaining accrued and unpaid
interest owed by Snake River to the Registrant under the Subordinated Loan
(approximately $22 million), and the Subordinated Loan would be terminated. The
effectiveness of the Prepayment and Termination Agreement was conditioned upon
satisfaction of certain conditions, including receipt of the required $100.2
million by the Registrant by October 18, 2005. On October 18, 2005, Snake River
prepaid the required amount to the Registrant, the Prepayment and Termination
Agreement became effective and the Subordinated Loan was terminated.
As part of the Prepayment and Termination Agreement, the Registrant and
Snake River entered into an Amended and Restated Company Agreement of The
Amalgamated Sugar Company LLC (the "LLC") dated as of October 14, 2005 (the
"Amended and Restated Company Agreement"), which superseded and replaced the
prior Company Agreement of the LLC dated January 3, 1997 (to be effective
December 31, 1996), as amended and restated through October 19, 2000 (the "Prior
Company Agreement"). Pursuant to the Amended and Restated Company Agreement, the
LLC is required to make higher minimum levels of distributions to its members
(including the Registrant) as compared to levels required under the Prior
Company Agreement, which would result in the Registrant receiving annual
distributions from the LLC in aggregate amounts approximately $1.8 million
higher than the level of distributions received during 2002, 2003 and 2004. In
addition, assuming certain specified conditions are met (which conditions the
Registrant currently believes will be met), the LLC would be required to
distribute, in addition to the distributions noted in the preceding sentence,
additional amounts that would result in the Registrant receiving at least an
additional $25 million during the 15-month period ending December 31, 2006 (with
over one-half of such amount expected to be paid during the fourth quarter of
2005).
The foregoing discussion of the Prepayment and Termination Agreement and
the Amended and Restated Company Agreement are qualified in their entirety by
the specific provisions of such documents, which will be included as exhibits to
the Registrant's Quarterly Report on Form 10-Q for the quarter ended September
30, 2005.
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
Date: October 18, 2005