UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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.
The Current Report on Form 8-K of Valhi, Inc. ("Valhi") dated October 18, 2005
and filed with the Securities Exchange Commission under SEC Accession No.
0000059255-05-000053 on October 19, 2005 (the "Form 8-K) is hereby amended by
deleting the third paragraph under Items 1.01 and 1.02 and replacing it with the
following:
"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 and various related agreements, each
of which are attached hereto as Exhibits No. 10.1 through 10.7 and incorporated
herein by reference."
Item 9.01 Financial Statements and Exhibits.
The exhibit list to the Form 8-K is hereby amended by the addition of the
following exhibits:
(c) Exhibits.
Item No. Exhibit Index
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10.1* - Prepayment and Termination Agreement dated October 14, 2005 among
Valhi, Inc., Snake River Sugar Company and Wells Fargo Bank
Northwest, N.A.
10.2* - First Amendment to Deposit Trust Agreement dated October 14, 2005
among ASC Holdings, Inc. and Wilmington Trust Company.
10.3* - Second Amended and Restated Pledge Agreement dated October 14,
2005 among ASC Holdings, Inc. and Snake River Sugar Company.
10.4* - Second Pledge Agreement (SPT) dated October 14, 2005 among The
Amalgamated Collateral Trust and Snake River Sugar Company
10.5* - Second SPT Guaranty dated October 14, 2005 among The Amalgamated
Collateral Trust and Snake River Sugar Company.
10.6* - Option Agreement dated October 14, 2005 among Valhi, Inc., Snake
River Sugar Company, Northwest Farm Credit Services, FLCA and
U.S. Bank National Association.
10.7* - Amended and Restated Company Agreement of The Amalgamated Sugar
Company LLC dated October 14, 2005 among The Amalgamated Sugar
Company LLC, Snake River Sugar Company and The Amalgamated
Collateral Trust.
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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/ Gregory M. Swalwell
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Gregory M. Swalwell
Vice President
Date: November 15, 2005
INDEX TO EXHIBITS
Item No. Exhibit Index
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10.1*- Prepayment and Termination Agreement dated October 14, 2005 among
Valhi, Inc., Snake River Sugar Company and Wells Fargo Bank
Northwest, N.A.
10.2*- First Amendment to Deposit Trust Agreement dated October 14, 2005
among ASC Holdings, Inc. and Wilmington Trust Company.
10.3*- Second Amended and Restated Pledge Agreement dated October 14,
2005 among ASC Holdings, Inc. and Snake River Sugar Company.
10.4*- Second Pledge Agreement (SPT) dated October 14, 2005 among The
Amalgamated Collateral Trust and Snake River Sugar Company
10.5*- Second SPT Guaranty dated October 14, 2005 among The Amalgamated
Collateral Trust and Snake River Sugar Company.
10.6*- Option Agreement dated October 14, 2005 among Valhi, Inc., Snake
River Sugar Company, Northwest Farm Credit Services, FLCA and
U.S. Bank National Association.
10.7*- Amended and Restated Company Agreement of The Amalgamated Sugar
Company LLC dated October 14, 2005 among The Amalgamated Sugar
Company LLC, Snake River Sugar Company and The Amalgamated
Collateral Trust.
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* Filed herewith.