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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Valhi, Inc
SEC FILE NUMBER: 1-5467
CUSIP NUMBER: 918905100
[ X ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D
[ ] Form N-SAR [ ] Form N-CSR
For Period Ended: December 31, 2005
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: Not applicable
PART I - REGISTRANT INFORMATION
Full Name of Registrant: Valhi, Inc
Former Name if Applicable: Not Applicable
Address of Principal Executive Office:
5430 LBJ Freeway, Suite 1700
Three Lincoln Centre, Dallas, Texas 75240-2697
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed.
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K, Form N-SAR or Form N-CSR, or
portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q or subject
distribution report on Form 10-D, or portion thereof, will be
filed on or before the fifth calendar day following the
prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached, if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed period:
Titanium Metals Corporation ("TIMET"), an affiliate of the Company accounted for
under accounting principles generally accepted in the United States of America
by the equity method (Commission File No. 0-28538), has today filed a Form
12b-25 to extend the filing deadline for its Annual Report on Form 10-K for the
year ended December 31, 2005 ("TIMET Annual Report"). The Registrant will
incorporate by reference the consolidated financial statements of TIMET,
included in the TIMET Annual Report, in the Registrant's Annual Report on Form
10-K for the year ended December 31, 2005 ("Registrant Annual Report") pursuant
to Rule 3-09 of Regulation S-X. Because such financial statements of TIMET are
not currently available to the Registrant, the Registrant filed this Form 12b-25
to extend the filing deadline of the Registrant Annual Report.
TIMET has indicated that it currently expects to be able file the TIMET Annual
Report within the time provided by this Form 12b-25, at which time the
Registrant would be able to file the Registrant Annual Report.
In such Registrant Annual Report, the Registrant currently expects to conclude
that its internal control over financial reporting was effective as of December
31, 2005.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Greg Swalwell, Vice President and Controller. 972-233-1700.
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
Registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
See the press release issued by the Registrant today and filed as Exhibit
99.1 to the Registrant's Current Report on Form 8-K dated March 16, 2006.
Valhi, Inc. has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: March 16, 2006 VALHI, INC.
By: /s/ Greg Swalwell.
Greg Swalwell
Vice President and Controller