View:
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: May 20, 2004
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 9: Regulation FD Disclosure
Pursuant to Item 9 of this current report, the registrant hereby furnishes
the information set forth in the press release issued on May 20, 2004 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
Item 9 and Exhibit 99.1 of 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/ Gregory M. Swalwell
----------------------------
Gregory M. Swalwell
Vice President, Finance
Date: May 20, 2004
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- --------------------------------------------------
99.1 Press release dated May 20, 2004 issued by NL Industries, Inc.
NL INDUSTRIES, INC. Contact: Gregory M. Swalwell
Three Lincoln Centre Vice President, Finance and Chief
5430 LBJ Freeway, Suite 1700 Financial Officer
Dallas, Texas 75240-2697 (972) 233-1700
- -------------------------------------------------------------------------------
PRESS RELEASE
- -------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE
NL INDUSTRIES, INC. ANNOUNCES 2004 SECOND QUARTER DIVIDEND,
RESULTS OF ANNUAL MEETING OF SHAREHOLDERS AND
INTENT TO IMPLEMENT ITS DIVERSIFICATION PLAN
DALLAS, TEXAS - May 20, 2004 - NL Industries, Inc. (NYSE: NL) announced
that its board of directors has declared a regular quarterly dividend equal to
twenty cents ($.20) per share on its common stock. The dividend will be paid in
the form of common stock of Kronos Worldwide, Inc. ("Kronos") (NYSE: KRO) owned
by the Company, valued based on the closing sale price of Kronos common stock on
May 19, 2004 of $30.00 per share. The dividend is payable on July 5, 2004 to
shareholders of record at the close of business on June 11, 2004. Shareholders
will receive cash in lieu of fractional shares of Kronos common stock to be paid
in the dividend.
At NL's annual meeting of shareholders held today, six directors were
elected for terms of one year. NL's directors are Cecil H. Moore, Jr., Glenn R.
Simmons, Harold C. Simmons, General Thomas P. Stafford (retired), Steven L.
Watson and Terry N. Worrell.
NL also announced today that, as part of its previously disclosed plan to
diversify its holdings and business interests, NL intends to enter into
discussions with Valhi, Inc. (NYSE: VHI) regarding the possible acquisition by
NL of up to the approximately 69% of the outstanding common stock of CompX
International Inc. (NYSE: CIX) owned by Valhi. NL has formed a committee of
independent directors to consider and negotiate the potential terms pursuant to
which a purchase of a controlling interest in CompX from Valhi may be made by
NL. There can be no assurance as to the final terms of a transaction or that any
transaction will be consummated, and no agreement or understanding regarding the
potential terms of any such transaction have been proposed.
NL Industries, Inc. is a major international producer of titanium dioxide
pigments through its subsidiary Kronos.
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. 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 substantial risks and uncertainties that
could significantly impact expected results, and actual future results could
differ materially from those described in such forward-looking statements. While
it is not possible to identify all factors, NL continues to face many risks and
uncertainties. Among the factors that could cause actual future results to
differ materially include, but are not limited to:
o Future supply and demand for NL's products,
o The cyclicality of certain of NL's businesses,
o Customer inventory levels,
o Changes in raw material and other operating costs,
o The possibility of labor disruptions,
o General global economic and political conditions,
o Competitive products and substitute products,
o Customer and competitor strategies,
o The impact of pricing and production decisions,
o Competitive technology positions,
o Fluctuations in currency exchange rates,
o Operating interruptions,
o The ability of NL to renew or refinance credit facilities,
o The ultimate outcome of income tax audits, tax settlement initiatives or
other tax controversies,
o Environmental matters,
o Government laws and regulations and possible changes therein,
o The ultimate resolution of pending litigation, and
o Possible future litigation.
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 or revise any forward-looking
statement whether as a result of new information, future events or otherwise.
* * * * *