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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): July 24, 1998
NL INDUSTRIES, INC.
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(Exact name of registrant as specified in charter)
New Jersey 1-640 13-5267260
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(State or other (Commission File No.) (Employer ID No.)
jurisdiction of
incorporation)
16825 Northchase Dr., Suite 1200, Houston, Texas 77060
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (281) 423-3300
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Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events.
On July 24, 1998, 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 July 24, 1998.
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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: July 27, 1998
Susan E. Alderton
Chief Financial Officer
(212) 421-7202
Exhibit 99.1
FOR IMMEDIATE RELEASE
NL ANNOUNCES MAJOR CAPACITY ACQUISITION
HOUSTON, TEXAS -- July 24, 1998 -- NL Industries, Inc. (NYSE:NL)announced today
that it has reached an agreement to acquire the North American titanium dioxide
operations of Imperial Chemical Industries PLC's subsidiary, Tioxide Group
Limited, and a Tioxide titanium dioxide plant in England for an aggregate of
$365 million in cash, including approximately $50 million in working capital,
subject to adjustment at closing, and $30 million for cancellation of technology
rights. The purchase is subject to regulatory clearance and other conditions
customary to transactions of this type.
The operations to be acquired include Tioxide's 50% interest in Louisiana
Pigment Company, a manufacturing joint venture of NL and Tioxide that operates a
chloride-process titanium dioxide plant in Louisiana with capacity of
approximately 120,000 metric tons per annum ("mtpa"), Tioxide's 52,000 mtpa
finishing plant in Tracy, Quebec, Tioxide's 75,000 mtpa sulfate-process titanium
dioxide plant in Grimsby, England, and Tioxide's North American marketing and
distribution business. In addition, Tioxide will cancel certain rights to
chloride-process technology licensed to it by NL in connection with the
formation of Louisiana Pigment Company in 1993.
A conference call for the investment community is scheduled for July 24, 1998 at
11:00 a.m., Eastern Daylight Time. J. Landis Martin, President and Chief
Executive Officer, will host the call. Participants can access the call by
dialing 1-800-553-0358 (domestic) and 612-288-0318 (international). A taped
replay of the call will be available after 4:00 p.m., Eastern Daylight Time, the
day of the call through August 24, 1998 by calling 1-800-475-6701 (domestic) and
320-365-3844 (international), and using access code 400083.
NL is a major international producer of titanium dioxide pigments.
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