1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______ 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): April 25, 1994 NL INDUSTRIES, INC. (Exact name of registrant as specified in charter) New Jersey 1-640 13-5267260 (State or other jurisidiction (Commission File No.) (Employer of incorporation) Identification No.) 3000 N. Sam Houston Parkway East, Houston, Texas 77032 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (713) 987-5000 Not Applicable (Former name or former address, if changed since last report) Page 1 of 5 Exhibit Index is at Page 3 2 Item 5. Other Events. On April 25, 1994, 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 April 25, 1994. * * * * * 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, Secretary and General Counsel Dated: April 28, 1994 -2- 3 EXHIBIT INDEX -3-
Exhibit Page Exhibit 99.1 Press Release Issued on 4 April 25, 1994
1 Dennis G. Newkirk (713) 987-6332 EXHIBIT 99.1 FOR IMMEDIATE RELEASE NL ANNOUNCES FIRST QUARTER 1994 RESULTS HOUSTON, TEXAS -- April 25, 1994 -- NL Industries, Inc. (NYSE:NL) announced a net loss for the first quarter of 1994 of $6.4 million, or $.12 per share, on sales of $202 million compared to a net loss in the first quarter of 1993 of $13.5 million, or $.27 per share, on sales of $199 million. Operating income of Kronos' titanium dioxide pigments business in the first quarter of 1994 declined $1.8 million compared with the same 1993 period as the effects of lower average selling prices in the first quarter of 1994 were only partially offset by higher sales volumes and higher production levels. Primarily as a result of improved pricing in Europe, Kronos' first quarter 1994 average selling prices were higher than the last three quarters of 1993, but were still approximately 3% lower than the first quarter of 1993. J. Landis Martin, President and CEO, stated "We are optimistic that recent price increase announcements in the United States and Europe should result in improved margins later this year." Rheox's operating income for the first quarter of 1994 was $1.0 million higher than the comparable 1993 period primarily as a result of higher sales volumes and slightly lower operating costs. Corporate expenses, net were lower than 1993 due to a $20 million gain related to the 1994 settlement of the Company's lawsuit against Lockheed Corporation, partially offset by higher environmental remediation costs. Interest expense in the first quarter of 1994 was lower than the comparable 1993 period due to lower indebtedness and lower Deutsche mark interest rates partially offset by higher interest rates on the Company's Senior Notes. Income tax expense differs from a normally expected rate primarily because of losses in certain countries for which no benefit is currently available. NL Industries, Inc. is a major international producer of titanium dioxide pigments and specialty chemicals. -4- 2 NL INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In millions, except per share data) (Unaudited)
Quarter ended March 31, ------------------ 1993 1994 ------ ------ Net sales: Kronos $172.1 $174.2 Rheox 26.4 27.6 ------ ------ $198.5 $201.8 ------ ------ ------ ------ Operating income: Kronos $ 17.2 $ 15.4 Rheox 5.9 6.9 ------ ------ Operating income 23.1 22.3 General corporate income (expense): Interest and dividends 1.2 1.0 Securities transactions 1.7 (.8) Expenses, net (8.7) (.6) Interest expense (26.1) (21.1) ------ ------ Income (loss) before income taxes (8.8) .8 Income tax expense (4.5) (7.0) Minority interest (.2) (.2) ------ ------ Net loss $(13.5) $ (6.4) ------ ------ ------ ------ Net loss per share of common stock $ (.27) $ (.12) ------ ------ ------ ------ Weighted average common shares outstanding 50.9 51.0 ------ ------ ------ ------