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): June 28, 2002
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 June 28, 2002, 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 June 28, 2002.
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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)
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/s/Robert D. Hardy
Robert D. Hardy
Vice President, Chief Financial
Officer & Controller
Dated: June 28, 2002
NL Industries, Inc. Robert D. Hardy
16825 Northchase Drive, Suite 1200 Chief Financial Officer
Houston, TX 77060 (281) 423-3332
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News Release
EXHIBIT 99.1
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FOR IMMEDIATE RELEASE
NL INDUSTRIES, INC. ANNOUNCES COMPLETION OF
(euro)285 MILLION OFFERING OF SENIOR SECURED NOTES
BY ITS SUBSIDIARY KRONOS INTERNATIONAL, INC. AND
REDEMPTION OF 11.75% SENIOR SECURED NOTES
HOUSTON, TX - June 28, 2002 - NL Industries, Inc. (NYSE: NL) today announced the
completion of a private placement offering by its indirect wholly owned
subsidiary, Kronos International, Inc., of (euro)285 million ($281 million at
current exchange rates) 8.875% Senior Secured Notes (the "Notes") due 2009.
Kronos International, Inc. used the net proceeds of the Notes offering to repay
affiliate indebtedness to NL, a portion of which NL is utilizing to redeem at
par all of its outstanding 11.75% Senior Secured Notes due 2003, plus accrued
interest. Notice of redemption of the 11.75% Senior Secured Notes has been given
to the trustee and the redemption amount of $174.7 million (principal and
accrued interest) has been deposited with the trustee to complete the redemption
on July 28, 2002.
The Notes were sold to qualified institutional buyers in the United States in
reliance on Rule 144A and to persons outside of the United States in reliance on
Regulation S under the Securities Act of 1933, as amended. The Notes are not
registered under the Securities Act and, unless so registered, may not be
offered or sold in the United States except pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities
Act and applicable state securities laws. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of the Notes in any state in which such offer, solicitation or
sale would be unlawful prior to the registration or qualification under the
securities laws of any such state.
In addition, certain operating subsidiaries of Kronos International, Inc. have
entered into a three year (euro)80 million ($79 million at current exchange
rates) secured revolving credit facility. Approximately (euro)40 million ($39
million at current exchange rates) has been drawn to refinance Kronos
International, Inc.'s existing short-term notes payable. The revolving credit
facility will be used to fund working capital requirements and for general
corporate purposes of certain operating subsidiaries of Kronos International,
Inc.
Kronos International, Inc. conducts NL's titanium dioxide pigments operations in
Europe. NL Industries, Inc. is a major international producer of titanium
dioxide pigments.
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 the Company 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, global economic and political conditions, financial market
conditions, changes in foreign currency exchange rates, operating interruptions
(including, but not limited to, labor disputes, leaks, fires, explosions,
unscheduled downtime, transportation interruptions, war and terrorist
activities), the cyclicality of the titanium dioxide industry, global productive
capacity, customer inventory levels, changes in product pricing, changes in
product costing, changes in foreign currency exchange rates, competitive
technology positions, and other risks and uncertainties detailed in the
Company'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. The Company disclaims any
intention or obligation to update publicly or revise such statements, whether as
a result of new information, future events or otherwise.