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
Date of Report: August 8, 2003
NL INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
New Jersey 1-640 13-5267260
(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)
Item 7: Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibit
Item No. Exhibit Index
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99.1 Press release dated August 8, 2003 issued by NL Industries, Inc.
Item 9: Regulation FD Disclosure
The registrant hereby furnishes the information set forth in the press
release issued on August 8, 2003, a copy of which is attached hereto as Exhibit
99.1 and incorporated herein by reference.
The information, including the exhibit, the registrant furnishes in this
report is not deemed "filed" for purposes of section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that section. Registration statements or other documents filed with the
Securities and Exchange Commission shall not incorporate this information by
reference, except as otherwise expressly stated in such filing.
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 hereunto duly authorized.
NL INDUSTRIES, INC.
(Registrant)
By: /s/ Robert D. Graham
----------------------------
Robert D. Graham
Vice President, General Counsel and Secretary
Date: August 8, 2003
INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Press release dated August 8, 2003 issued by NL Industries, Inc.
NL Industries, Inc. Contact: Gregory M. Swalwell
Three Lincoln Centre Vice President, Finance
5430 LBJ Freeway, Suite 1700 (972) 233-1700
Dallas, Texas 75240
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News Release
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FOR IMMEDIATE RELEASE
NL Industries, Inc. Announces Recapitalization of Kronos, Inc. and
Filing of Registration Statement for the
Distribution of Kronos, Inc. Common Stock to its Shareholders
DALLAS, TEXAS - August 8, 2003 - NL Industries, Inc. (NYSE: NL) today announced
that its Board of Directors has approved a plan to distribute to its
shareholders one share of common stock of Kronos, Inc., its wholly-owned
subsidiary, for every two shares of NL common stock outstanding. Approximately
23.85 million shares of Kronos' common stock will be distributed representing
approximately 48.9% of the common stock of Kronos. The plan will also involve a
recapitalization of Kronos through the distribution of a $200 million promissory
note payable by Kronos to NL. Kronos has filed a Form 10 registration statement
with the Securities and Exchange Commission relating to the distribution of its
common stock. Kronos intends to apply for listing of its common stock on the New
York Stock Exchange. NL currently expects the distribution will occur in the
fourth quarter of 2003.
Kronos is the world's fifth largest producer of titanium dioxide pigments, or
TiO2, with an estimated 12% share of worldwide TiO2 sales volume in 2002.
Approximately one-half of Kronos' 2002 sales volume was in Europe, where Kronos
is the second largest producer of TiO2. TiO2 is a pigment used to whiten,
brighten and add opacity to thousands of commonly used products, such as paints,
plastics and paper, as well as fibers, rubbers, ceramics, inks and cosmetics.
The statements in this release relating to matters that are not historical facts
are forward-looking statements that represent management's beliefs and
assumptions based on currently available information. Forward-looking statements
can be identified by the use of words such as "believes," "intends," "may,"
"will," "should," "could," "anticipates," "expects," or comparable terminology
or by discussions of strategy or trends. Although NL believes that the
expectations reflected in such forward-looking statements are reasonable, it
cannot give any assurances that these expectations will prove to be correct.
Such statements by their nature involve risks and uncertainties, including, but
not limited to, the cyclicality of the titanium dioxide industry, global
economic and political conditions, changes in global productive capacity,
changes in customer inventory levels, changes in product pricing, changes in
product costing, changes in foreign currency exchange rates, competitive
technology positions, operating interruptions (including, but not limited to,
labor disputes, leaks, fires, explosions, unscheduled downtime, transportation
interruptions, war and terrorist activities), the ultimate resolution of pending
or possible future lead pigment litigation and legislative developments related
to the lead paint litigation, the outcome of other litigation, and other risks
and uncertainties detailed in the NL's Securities and Exchange Commission
filings. Should one or more of these risks materialize (or the consequences of
such a development worsen), or should the underlying assumptions prove
incorrect, actual results could differ materially from those forecasted or
expected. NL disclaims any intention or obligation to update publicly or revise
such statements, whether as a result of new information, future events or
otherwise.