UNITED STATES 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 the earliest event reported) February 22, 2005 ---------------- 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, Texas 75240-2697 ---------------------------------------------- ------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (972) 233-1700 -------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))Item 7.01 Regulation FD Disclosure. The registrant hereby furnishes the information set forth in its press release issued on February 22, 2005, 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. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Item No. Exhibit Index ---------- ---------------------------------------- 99.1 Press Release dated February 22, 2005 issued by the registrant.
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/ A. Andrew R. Louis ---------------------- A. Andrew R. Louis Assistant Secretary Date: February 23, 2005
INDEX TO EXHIBITS Exhibit No. Description - ----------- -------------------------------------------------- 99.1 Press Release dated February 22, 2005 issued by the registrant.
NL INDUSTRIES, INC. Contact: Gregory M. Swalwell Three Lincoln Centre Vice President, Finance and 5430 LBJ Freeway, Suite 1700 Chief Financial Officer Dallas, Texas 75240-2697 (972) 233-1700 - -------------------------------------------------------------------------------- PRESS RELEASE - -------------------------------------------------------------------------------- [LOGO GOES HERE] FOR IMMEDIATE RELEASE NL INDUSTRIES, INC. ANNOUNCES INCREASED QUARTERLY DIVIDEND DALLAS, TEXAS - February 22, 2005 - NL Industries, Inc. (NYSE: NL) announced that its board of directors has declared an increase of its regular quarterly dividend to twenty-five cents per share on its common stock. The dividend will be paid in the form of common stock of Kronos Worldwide, Inc. (NYSE: KRO) owned by NL, valued based on the closing sales price of Kronos Worldwide common stock on February 18, 2005 of $45.58 per share. The dividend is payable on March 29, 2005 to shareholders of record at the close of business on March 14, 2005. Shareholders will receive cash in lieu of fractional shares of Kronos Worldwide common stock. NL Industries, Inc. is engaged in the component products (precision ball bearing slides, security products and ergonomic computer support systems), titanium dioxide pigments and other businesses. * * * * *