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)

August 10, 2020

Valhi, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code

(972) 233-1700

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):

Securities registered pursuant to Section 12(b) of the Act:

A wholly owned subsidiary of Contran Corporation, a Delaware corporation (“Contran”), named Dixie Rice Agricultural L.L.C. (“Dixie Rice”) owns approximately 92% of the registrant’s outstanding common stock at June 30, 2020.  Prior to August 10, 2020, Contran also owned all 5,000 of the authorized, issued and outstanding shares of the registrant’s 6% Series A Preferred Stock, par value $.01 per share (such 5,000 shares, the “6% Series A Preferred Stock”).  The 6% Series A Preferred Stock was issued to Contran on March 29, 2007 in exchange for a $667.3 million income tax receivable owed by the registrant to Contran.  The 6% Series A Preferred Stock included the following terms and provisions:

•	liquidation preference of $133,466.75 per share, or an aggregate liquidation preference of $667.3 million;

•	entitled to receive a non-cumulative cash dividend at an annual rate of 6% of the aggregate liquidation preference only when authorized and declared by the registrant’s board of directors;

•	non-convertible, with no redemption or call features (either at registrant’s option or the option of the holder);

•	no voting rights, except in limited circumstances; and

•	not entitled to a preferential dividend right that is senior to the registrant’s shares of common stock.

Effective August 10, 2020, the registrant, Contran, and Dixie Rice entered into a Contribution Agreement (the “Agreement”).  Pursuant to the Agreement, on August 10, 2020, the 6% Series A Preferred Stock was voluntarily contributed to the capital of the registrant for no consideration and without issuance of additional securities by the registrant.  The registrant’s acceptance of such contribution and entering into the Agreement were approved by the registrant’s independent directors.  The registrant believes that the contribution is beneficial to all of its shareholders as it eliminates Contran’s rights under the 6% Series A Preferred Stock, including its right to a liquidation preference and to receive dividends on the preferred shares when and as declared by the registrant’s board.  The contribution is not expected to have a tax consequence to the registrant.

A copy of the Agreement is attached as Exhibit 10.1 to this report and is incorporated herein by reference.  The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement.

On August 10, 2020, following the contribution of the 6% Series A Preferred Stock to the registrant, the registrant filed a Certificate of Elimination with the Secretary of State of the State of Delaware pursuant to Section 151(g) of the General Corporation Law of the State of Delaware. As a result, all matters in the registrant’s charter documents with respect to the 6% Series A Preferred Stock have been eliminated from the charter documents, and the 5,000 shares that were designated as 6% Series A Preferred Stock have been returned to the status of authorized but unissued shares of the preferred stock, $0.01 par value per share, of the registrant, without designation as to series. A copy of the Certificate of Elimination is attached as Exhibit 3.1 hereto.

 

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.