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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 23, 1996
NL INDUSTRIES, INC.
(Exact name of registrant as specified in charter)
New Jersey 1-640 13-5267260
(State or other (Commission File No.) (Employer ID No.)
jurisdiction of
incorporation)
16825 Northchase Dr., Suite 1200, Houston, Texas 77060
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 423-3300
Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events.
On October 23, 1996, the Registrant issued the press release attached
hereto as Exhibit 99.1 and incorporated herein in its entirety by this
reference.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits
(i) Exhibit 99.1. Press Release dated October 23, 1996.
* * * * *
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 thereunto duly authorized.
NL INDUSTRIES, INC.
(Registrant)
/s/ Dennis G. Newkirk
Dennis G. Newkirk
Vice President & Controller
Dated: October 25, 1996
EXHIBIT 99.1
Dennis G. Newkirk
(713) 423-3332
FOR IMMEDIATE RELEASE
NL REPORTS THIRD QUARTER RESULTS
HOUSTON, TEXAS -- October 23, 1996 -- NL Industries, Inc. (NYSE:NL) reported a
net loss for the third quarter of 1996 of $4.2 million, or $.08 per share, on
sales of $248 million compared to net income in the third quarter of 1995 of
$17.4 million, or $.34 per share, on sales of $255 million. Net income in the
first nine months of 1996 was $21.1 million, or $.41 per share, on sales of $752
million, compared to net income in the first nine months of 1995 of $51.5
million, or $1.00 per share, on sales of $790 million. NL's earnings for the
third quarter of 1996 decreased due to the decline in TiO2 selling prices.
Operating income of Kronos' titanium dioxide pigments ("Ti02") business in the
third quarter of 1996 was $9.7 million, $31.1 million less than the third
quarter of 1995, on a 3% decrease in net sales. Average TiO2 selling prices for
the third quarter of 1996 were 15% lower than the third quarter of 1995 and 6%
lower than the second quarter of 1996. Selling prices at the end of the third
quarter of 1996 were 15% lower than prices at the end of 1995. The Company
expects average TiO2 prices in the fourth quarter to be somewhat below the third
quarter average. While prices have declined, demand for TiO2 has continued to
grow. Kronos' third quarter sales volumes increased 17% compared with the third
quarter of 1995 with improved sales volumes worldwide.
Rheox's operating income of $9.8 million for the third quarter of 1996 was even
with the year-earlier period. Rheox's operating income in the first nine months
of 1996 includes a first-quarter $2.7 million gain related to the reduction of
certain U.S. employee pension benefits.
Income tax expense for the third quarter of 1996 differs from a normally-
expected effective tax rate because of losses in certain countries for which no
tax benefit is currently available.
Based on the continuing decline in TiO2 selling prices during the third quarter
and the current TiO2 industry pricing outlook, the Company expects to report a
loss for the fourth quarter of 1996 and the Board of Directors has suspended the
regular quarterly dividend.
NL Industries, Inc. is a major international producer of titanium dioxide
pigments and specialty chemicals.
The statements in this release relating to matters that are not historical facts
are forward-looking statements that involve risks and uncertainties, including,
but not limited to, future global economic conditions, global TiO2 productive
capacity, competitive products and prices and other risks and uncertainties
detailed in the Company's Securities and Exchange Commission filings.
NL INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
(Unaudited)
Quarters ended Nine months ended
September 30, September 30,
------------------ ------------------
1995 1996 1995 1996
------- ------- ------- -------
Net sales
Kronos ........................... $ 222.8 $ 215.1 $ 689.5 $ 649.7
Rheox ............................ 32.5 33.4 100.2 102.4
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$ 255.3 $ 248.5 $ 789.7 $ 752.1
======= ======= ======= =======
Operating income
Kronos ........................... $ 40.8 $ 9.7 $ 120.4 $ 64.6
Rheox ............................ 9.8 9.8 29.7 32.9
------- ------- ------- -------
Operating income ............... 50.6 19.5 150.1 97.5
General corporate income (expense):
Securities earnings .............. 1.5 1.2 5.9 3.6
Expenses, net .................... (7.1) (5.7) (19.9) (12.4)
Interest expense ................. (20.3) (18.5) (62.0) (56.1)
------- ------- ------- -------
Income before income taxes ..... 24.7 (3.5) 74.1 32.6
Income tax expense ................. (7.4) (.7) (22.3) (11.5)
Minority interest .................. .1 -- (.3) --
------- ------- ------- -------
Net income ..................... $ 17.4 $ (4.2) $ 51.5 $ 21.1
======= ======= ======= =======
Per share of common stock .......... $ .34 $ (.08) $ 1.00 $ .41
======= ======= ======= =======
Weighted average common shares
outstanding ....................... 51.6 51.3 51.5 51.4
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