EXHIBIT 99.1
Joseph S. Compofelice
Executive Vice President
(713) 423-3303
(214) 450-4259
PRESS RELEASE
VALHI DISTRIBUTES TREMONT INTEREST
Dallas, Texas . . . December 27, 1994 . . . Valhi, Inc. (NYSE:VHI)
announced today that its Board of Directors has declared a special dividend on
its common stock of all of its approximately 48.1% ownership of Tremont
Corporation (NYSE:TRE), consisting of 3,537,166 shares of Tremont common stock.
The dividend will be payable on February 3, 1995 to Valhi stockholders of record
at the close of business on January 6, 1995. Based on current outstanding
shares, Valhi stockholders will receive in a taxable distribution approximately
.03 of a share of Tremont common stock for each share of Valhi common stock held
as of the record date, with cash paid in lieu of fractional shares.
Tremont, headquartered in Denver, Colorado, is a leading U.S. integrated
producer of titanium metal products and holds approximately 17.8% of NL
Industries, Inc. (NYSE:NL). Tremont's common stock had a closing price on
December 23, 1994 of $11.75 per share.
Valhi previously announced its intention to acquire additional shares of
the common stock of NL that, when combined with Valhi's existing holdings, would
result in Valhi directly holding in excess of 50% of NL. As of December 23,
1994, Valhi held 50.9% of NL, which will allow Valhi to consolidate NL's
financial results, rather than only reporting its equity in NL's net earnings
and losses. Harold C. Simmons, Chairman of the Board and Chief Executive
Officer of Valhi, stated that "We believe that NL is in the early stages of a
cyclical recovery of its titanium dioxide pigments (Ti02) business as evidenced
in 1994 by improvement in industry-wide capacity utilization, price increases
realized in 1994 and recent price increase announcements effective in early
1995. NL management has stated that it expects NL to be profitable in 1995 and
to use improvements in cash-flow to reduce its indebtedness. As NL's operating
environment improves, the value of Valhi's investment in NL should be enhanced
accordingly. The profitability of Valhi's wholly-owned refined sugar, forest
products and other businesses has been overshadowed by losses at NL for the last
few years."
Valhi believes that the distribution of Tremont, along with the
consolidation of NL, will result in a more understandable presentation of
Valhi's financial results and, after the distribution, will allow Valhi
stockholders to independently make their own investment decisions with respect
to their Valhi shares and the Tremont shares they receive as a result of the
distribution. Contran and certain of its subsidiaries currently hold
approximately 90% of Valhi and therefore will receive approximately 90% of the
Tremont shares currently held by Valhi.
Selected pro forma financial information reflecting the effect of Valhi's
consolidation of NL and its distribution of Tremont is summarized below.
Nine Months Ended 9/30/94
-------------------------
Before Distribution After Distribution
of Tremont and of Tremont and
Consolidation of NL Consolidation of NL
------------------- -------------------
(Historical) (Pro forma)
(In millions, except per share data)
Results of Operations
Net sales $632.3 $1,296.5
Operating income 73.3 132.9
Income from continuing
operations 6.9 1.7
Income from continuing
operations per share $ .06 $ .01
Balance Sheet
(at September 30, 1994)
Total assets $785.6 $2,356.6
Long-term debt 308.5 1,099.5
Stockholders' equity 215.9 199.2
Valhi, Inc., headquartered in Dallas, Texas, is engaged in the chemicals,
refined sugar, forest products, fast food and hardware products industries.