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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): February 26, 1998
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 (281) 423-3300
Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events.
On Febuary 26, 1998, the Registrant and Valhi, Inc. executed and filed
with the court a proposed settlement to the previously reported shareholder
derivative litigation (Seinfeld v. Simmons, et al., pending in the Chancery
Division of the New Jersey Superior Court)involving the Registrant. The
settlement, which is subject to court approval and completion of court
proceedings, revises certain provisions of the agreement in principal previously
announced.
The litigation arose out of the 1991 dutch auction tender offer by the
Registrant for its shares. Under the stipulation of settlement, Valhi has agreed
to transfer to the Registrant 750,000 shares of the Registrant's common stock,
subject to adjustment depending on the average sales price of the shares during
a fifteen trading day period ending five trading days prior to the transfer, up
to a maximum of 825,000 million shares and down to a minimum of 675,000 shares.
Valhi has the option, in lieu of transferring the shares, to transfer cash or
cash equivalents equal to the product of the number of shares that would
otherwise have been transferred to the Registrant times the average price. If
approved by the court, the transfer of shares or cash is expected to occur in
the second or third quarter of 1998. Pursuant to the agreement and subject to
court approval, the Registrant will reimburse plaintiffs for attorneys' fees of
up to $3 million and related costs.
The foregoing summary of the stipulation of settlement is qualified in its
entirety by reference to the form of the stipulation filed as Exhibit 99.1 to
this Current Report on Form 8- K.
If Valhi elects to transfer shares in the settlement and in another
lawsuit to which Valhi is a party, the transfers will result in Valhi holding
approximately 55% of the Registrant's outstanding common stock.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Item No. Exhibit List
99.1 Stipulation of Settlement, dated February 26, 1998, among the
parties to Seinfeld v. Simmons et al., (No. C-336-96), pending
in the Chancery Court of the New Jersey Superior Court,
incoporated by reference to Exhibit 4 to Amendment 57 to the
Statement on Schedule 13D filed with the Securities and
Exchange Commission by Valhi, Inc. and certain other persons
on March 9, 1998.
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/ David B. Garten
David B. Garten
Vice President
Dated: March 10, 1998
EXHIBIT INDEX
Item No. Exhibit List
99.1 Stipulation of Settlement, dated February 26, 1998, among the
parties to Seinfeld v. Simmons et al., (No. C-336-96), pending
in the Chancery Court of the New Jersey Superior Court,
incoporated by reference to Exhibit 4 to Amendment 57 to the
Statement on Schedule 13D filed with the Securities and
Exchange Commission by Valhi, Inc. and certain other persons
on March 9, 1998.