Delaware
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1-5467
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87-0110150
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(State
or other jurisdiction of incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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5430
LBJ Freeway, Suite 1700, Dallas, Texas
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75240-2697
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||
(Address
of principal executive offices)
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(Zip
Code)
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(Former
name or former address, if changed since last report.)
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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Item
2.01
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Completion
of Acquisition or Disposition of
Assets.
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Item
3.02
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Unregistered
Sales of Equity Securities
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Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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· |
the
registrant distributed to its stockholders approximately 56.8 million
shares of TIMET common stock having an aggregate value based on the
closing price of a share of TIMET common stock on March 26, 2007
of $2.1
billion and representing approximately 35.1% of the outstanding TIMET
common stock; and
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· |
the
registrant’s common stockholders received approximately .4776 of a share
of TIMET common stock for each share of the registrant’s common stock that
they owned at the close of business on March 12, 2007 (the record
date for
the special dividend) and cash in lieu of any resulting fractional
share
of TIMET common stock.
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· |
the
registrant agreed to issue 5,000 shares of the newly established
Preferred
Stock, having an aggregate liquidation preference equal to the tax
obligation created by the special dividend and such other terms as
set
forth in the agreement; and
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· |
Contran
agreed to indemnify the registrant against all damages incurred by
the
registrant resulting from the tax obligation, subject to certain
limitations related to any adjustment to the registrant’s aggregate tax
basis in or the value of the shares
distributed.
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· |
filed
with the Secretary of State of the state of Delaware a certificate
of designations, rights and preferences of the Preferred Stock (the
“Certificate
of Designations”)
in order to formally establish the terms of the Preferred Stock effective
on that date; and
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· |
issued
the 5,000 shares of Preferred Stock to
Contran.
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· |
is
entitled upon any liquidation, dissolution or winding up of the affairs
of
the registrant to be paid a liquidation preference of $133,466.75
per
share of Series A Preferred Stock (the “Liquidation
Preference”)
plus an amount equal to any declared and unpaid dividends (and only
to the
extent declared and unpaid) for the full or partial dividend period
in
which the liquidation, dissolution or winding up occurs, before any
distribution of assets is made to holders of the registrant’s common
stock;
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· |
is
entitled to receive, only when and as authorized and declared by
the
registrant’s board of directors, cash dividends at the annual rate of 6%
of the per share Liquidation Preference, which dividends shall be
payable
quarterly in arrears and shall not accrue or accumulate under any
circumstances;
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· |
is
not entitled to a preferential dividend right that is senior to the
registrant’s common stock;
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· |
does
not have, except in limited circumstances, any voting rights;
and
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· |
has
no redemption or conversion rights or maturity date or protections
provided by a sinking fund.
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Item
7.01
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Regulation
FD Disclosure.
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Item
9.01
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Financial
Statements and Exhibits.
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(b)
and (d)
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Pro
forma financial
information
and
exhibits
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Item
No.
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Exhibit
Index
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3.1*
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Amended
and Restated Certificate of Incorporation of Valhi,
Inc.
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4.1*
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Amended
and Restated Certificate of Designations, Rights And Preferences
of the
6% Series
A Preferred Stock of Valhi, Inc.
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||
10.1
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Stock
Purchase Agreement dated as of March 26, 2007 between Valhi, Inc.
and
Contran Corporation (incorporated by reference to Exhibit 10.1 to
the
Current Report on Form 8-K dated March 26, 2007 filed by the
registrant on March 27, 2007).
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||
10.2*
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Consent
Agreement dated as of March 29, 2007 between Valhi, Inc. and Contran
Corporation
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99.1*
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Amended
and Restated Unaudited Pro Forma Condensed Consolidated Financial
Statements of the registrant.
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99.2
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Press
release dated March 26, 2007 issued by the registrant (incorporated
by
reference to Exhibit 99.2 to the Current Report on Form 8-K dated
March
26, 2007 filed by the registrant on March 27,
2007).
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Valhi,
Inc.
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(Registrant)
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By: /s/
Gregory M. Swalwell
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Date:
March 29, 2007
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Gregory
M. Swalwell, Vice President
and
Controller
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Item
No.
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Exhibit
Index
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||
3.1*
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Amended
and Restated Certificate of Incorporation of Valhi,
Inc.
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4.1*
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Amended
and Restated
Certificate of Designations, Rights And Preferences of the 6% Series
A Preferred Stock of Valhi, Inc.
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||
10.1
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Stock
Purchase Agreement dated as of March 26, 2007 between Valhi, Inc.
and
Contran Corporation (incorporated by reference to Exhibit 10.1 to
the
Current Report on Form 8-K dated March 26, 2007 filed by the
registrant on March 27, 2007.
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||
10.2*
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Consent
Agreement dated as of March 29, 2007 between Valhi, Inc. and Contran
Corporation
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99.1*
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Amended
and Restated Unaudited Pro Forma Condensed Consolidated Financial
Statements of the registrant.
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||
99.2
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Press
release dated March 26, 2007 issued by the registrant (incorporated
by
reference to Exhibit 99.2 to the Current Report on Form 8-K dated
March
26, 2007 filed by the registrant on March 27,
2007).
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