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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000059255-02-000010.txt : 20020729
<SEC-HEADER>0000059255-02-000010.hdr.sgml : 20020729
<ACCEPTANCE-DATETIME>20020729101111
ACCESSION NUMBER:		0000059255-02-000010
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20020726
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20020729

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			VALHI INC /DE/
		CENTRAL INDEX KEY:			0000059255
		STANDARD INDUSTRIAL CLASSIFICATION:	SUGAR & CONFECTIONERY PRODUCTS [2060]
		IRS NUMBER:				870110150
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-05467
		FILM NUMBER:		02712696

	BUSINESS ADDRESS:	
		STREET 1:		5430 LBJ FRWY
		STREET 2:		STE 1700
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75240
		BUSINESS PHONE:		9722331700

	MAIL ADDRESS:	
		STREET 1:		THREE LINCOLN CENTER
		STREET 2:		5430 LBJ FREEWAY SUITE 1700
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75240

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	LIBERTY LOAN CORP
		DATE OF NAME CHANGE:	19800414

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	LLC CORP
		DATE OF NAME CHANGE:	19870329
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8-k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION



                              WASHINGTON, DC 20549



                                    FORM 8-K



                                 CURRENT REPORT



                Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934



                                  July 26, 2002
                (Date of Report, date of earliest event reported)



                                   VALHI, INC.
             (Exact name of Registrant as specified in its charter)



      Delaware                    1-5467                           87-0110150
    (State or other              (Commission                     (IRS Employer
   jurisdiction of               File Number)                    Identification
    incorporation)                                                    No.)



       5430 LBJ Freeway, Suite 1700, Dallas, TX                   75240-2697
     (Address of principal executive offices)                     (Zip Code)



                                 (972) 233-1700
              (Registrant's telephone number, including area code)



             (Former name or address, if changed since last report)


<PAGE>


Item 5:        Other Events

         On July  26,  2002,  the  registrant  sent a  letter  to the  board  of
directors of Tremont Corporation, a Delaware corporation ("Tremont"),  proposing
(the  "Proposal")  a merger of the  registrant  and  Tremont  pursuant  to which
stockholders of Tremont, other than the registrant,  would receive between 2 and
2.5 shares of the registrant's common stock, par value $0.01 per share, for each
outstanding share of Tremont common stock held. A copy of the letter is attached
hereto as Exhibit 99.1 and incorporated  herein by reference.  On July 26, 2002,
the registrant  issued a press release  announcing  the Proposal.  A copy of the
press  release is attached  hereto as Exhibit  99.2 and  incorporated  herein by
reference.

         There is no assurance that any  transaction  will be consummated  under
the terms of the Proposal or otherwise.

         Tremont Group, Inc., a Delaware corporation ("TGI"), Tremont Holdings,
LLC, a Delaware limited liability  company ("TRE Holdings"),  and the registrant
are the direct holders of approximately 80.0%, 0.1% and 0.1%,  respectively,  of
the outstanding  shares of Tremont common stock. The registrant and TRE Holdings
are the  direct  holders  of 80.0% and 20.0%,  respectively  of the  outstanding
common stock of TGI. NL Industries,  Inc., a New Jersey  corporation  ("NL"), is
the sole  member of TRE  Holdings.  The  registrant  and  Tremont are the direct
holders of  approximately  61.7% and  20.9%,  respectively,  of the  outstanding
common stock of NL.

Item 7:  Financial Statements, Pro Forma Financial Information and Exhibits

         (c)  Exhibit

              Item No.          Exhibit Index
              ----------        ----------------------------------------
              99.1              Letter dated July 26, 2002 from Valhi, Inc. to
                                the board of directors of Tremont Corporation

              99.2              Press release dated July 26, 2002 issued by
                                Valhi, Inc.



<PAGE>


                                   SIGNATURES


         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/ Bobby D. O'Brien
                                                           --------------------
                                                           Bobby D. O'Brien
                                                           Vice President




Date:  July 29, 2002

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>ltr.txt
<DESCRIPTION>LETTER
<TEXT>
                                   VALHI, INC.
                              Three Lincoln Centre
                          5430 LBJ Freeway, Suite 1700
                               Dallas, Texas 75240


                                  July 26, 2002

Board of Directors
Tremont Corporation
1999 Broadway
Suite 4300
Denver, Colorado 80202

Gentlemen:

         Valhi, Inc.  ("Valhi") directly and indirectly owns 5,154,588 shares of
the common stock of Tremont Corporation ("Tremont'"), representing approximately
80% of the 6,424,858  shares of Tremont  currently  outstanding.  Of such shares
held  directly  and  indirectly  by  Valhi,  NL  Industries,   Inc.   ("NL"),  a
majority-owned  subsidiary of Valhi,  indirectly  owns  1,036,167 of the Tremont
shares.  Approximately  94% of the 115,118,917  outstanding  shares of Valhi are
held by Contran Corporation and related entities.

         Valhi  proposes for your  consideration  a merger of Valhi and Tremont,
pursuant to which  stockholders of Tremont (including NL) other than Valhi would
receive  between 2 shares and 2.5 shares of Valhi  common stock for each Tremont
share held.

         While  equity   investments   in  Valhi  and  Tremont  offer   existing
stockholders  similar  characteristics,  with  a  significant  portion  of  each
company's assets  represented by their respective direct and indirect  interests
in NL, Valhi believes that the  combination of Valhi and Tremont would produce a
number of benefits to Tremont stockholders including, among other things:

*        Based on the historical  average daily trading volumes through July 25,
         2002,  Valhi's average daily trading volume was 10 times the volume for
         Tremont since January 1, 2002,  and 15 times for the past three months.
         As a result, a combination will provide shareholders the opportunity to
         achieve  improved  marketability  of their shares through the increased
         trading  volume  and  increased  public  market  float of the  combined
         entity;

*        The opportunity to achieve diversification through an indirect interest
         in Valhi's component  products,  waste management and other businesses;
         and

*        The opportunity to achieve cost efficiencies through the combination of
         corporate administrative functions.

         Your consideration and response to this proposal will be appreciated.

                                                     Sincerely,


                                                     /s/ Steven L. Watson
                                                     Steven L. Watson, President


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>pr.txt
<DESCRIPTION>PRESS RELEASE, JULY 26, 2002
<TEXT>
[VALHI LOGO GOES HERE]


- -------------------------------------------------------------------------------

                                  PRESS RELEASE

- -------------------------------------------------------------------------------

FOR IMMEDIATE RELEASE:                               CONTACT:

VALHI, INC.                                          Bobby D. O'Brien
Three Lincoln Centre                                 Vice President
5430 LBJ Freeway, Suite 1700                         (972) 233-1700
Dallas, Texas 75240-2697


                 VALHI ANNOUNCES PROPOSAL TO MERGE WITH TREMONT


         DALLAS,  TEXAS  . . . July  26,  2002 . . .  Valhi,  Inc.  (NYSE:  VHI)
announced  today  that  it has  made a  proposal  to  merge  Valhi  and  Tremont
Corporation (NYSE: TRE).

         Valhi directly and indirectly owns 5,154,588 shares of the common stock
of Tremont,  representing  approximately  80% of the 6,424,858 shares of Tremont
currently outstanding.  Of such shares held directly and indirectly by Valhi, NL
Industries,  Inc. (NYSE: NL), a majority-owned  subsidiary of Valhi,  indirectly
owns  1,036,167  of the Tremont  shares.  Approximately  94% of the  115,118,917
outstanding  shares  of  Valhi  are  held by  Contran  Corporation  and  related
entities.

         The  proposal   states  that   stockholders  of  Tremont  common  stock
(including NL) other than Valhi would receive between 2 shares and 2.5 shares of
Valhi common stock for each Tremont share held.

         Valhi,  Inc. is engaged in the  titanium  dioxide  pigments,  component
products (ergonomic computer support systems,  precision ball bearing slides and
security products),  titanium metals products,  waste management  industries and
other businesses.

                                    * * * * *



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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