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): January 4, 1999 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 January 4, 1999, 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 January 4, 1999. * * * * * 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 & General Counsel Dated: January 4, 1999
SUSAN E. ALDERTON 212/421-7202 EXHIBIT 99.1 FOR RELEASE ON JANUARY 4, 1999 NL Industries, ICI and Du Pont End TiO2 Acquisition Agreement HOUSTON, TEXAS -- January 4, 1999 -- NL Industries, Inc. (NYSE:NL) announced today that the previously announced agreements among NL, Imperial Chemical Industries plc and E.I. du Pont de Nemours & Company, under which NL would have acquired the North American TiO2 operations of ICI's subsidiary, Tioxide Group Limited, and a UK-based TiO2 plant, have been terminated. NL said that the transactions had been conditioned upon regulatory clearances and the completion of the purchase of Tioxide's non-North American operations by Du Pont, among other things. NL stated that the termination followed the United States Federal Trade Commission's failure to clear the transactions on terms agreeable to all of the parties. Mr. J. Landis Martin, President and Chief Executive Officer of NL said: "Naturally, we are disappointed at not being able to move forward with this acquisition of additional TiO2 capacity. However, we have a strong balance sheet and we remain committed to the industry. We will continue to explore opportunities for acquisitions or other business combinations in the TiO2 business and in the chemicals industry generally." 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 involve risks and uncertainties, including, but not limited to, future global economic and political conditions, global TiO2 production capacity and the amount and timing of capacity changes, competitive products and prices, and other risks and uncertainties detailed in the Company's Securities and Exchange Commission filings. Actual results could differ materially from those forecasted or expected.