SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K / A-1
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 - For the fiscal year ended December 31, 2000
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 1-640
NL INDUSTRIES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
New Jersey 13-5267260
- ------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
16825 Northchase Drive, Suite 1200, Houston, Texas 77060-2544
- -------------------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (281) 423-3300
-------------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
- ------------------------------ -------------------------
Common stock ($.125 par value) New York Stock Exchange
Pacific Exchange
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|
The aggregate market value of the voting stock held by non-affiliates of the
registrant at March 9, 2001 approximated $191 million.
There were 50,086,684 shares of common stock outstanding at March 9, 2001.
Documents incorporated by reference:
The information required by Part III is incorporated by reference from the
Registrant's definitive proxy statement to be filed with the Securities and
Exchange Commission pursuant to Regulation 14A not later than 120 days after the
end of the fiscal year covered by this report.
The undersigned Registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
year ended December 31, 2000 as set forth below and in the pages attached
hereto:
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K.
---------------------------------------------------------
Exhibit No. 99.1, Annual Report of NL Industries, Inc. Retirement
Savings Plan on Form 11-K for the year ended December 31, 2000 (filed
as an amendment to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 2000).
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
NL INDUSTRIES, INC.
----------------------------------
(Registrant)
Dated: June 28, 2001 By: /s/ Robert D. Hardy
----------------------------------
Robert D. Hardy
Vice President and Controller
Exhibit 99.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
|X| Annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934 - for the year ended December 31, 2000
or
|_| Transition report pursuant to Section 15(d) of the Securities Exchange
Act of 1934 - for the transition period from ----- to -----
Commission file number 1-640
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
NL INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
NL INDUSTRIES, INC.
16825 Northchase Drive, Suite 1200
Houston, Texas 77060-2544
NL INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
INDEX
Page
----
Signature Page 2
Financial Statements and Supplemental Schedule
with Report of Independent Accountants F-1 to F-10
Exhibit I - Consent of Independent Accountants
- 1 -
SIGNATURE
Pursuant to the requirements of the Securities Act of 1934, the
Administrator has duly caused this Annual Report to be signed by the undersigned
thereunto duly authorized.
NL INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
By: NL INDUSTRIES, INC.
PENSION AND EMPLOYEE
BENEFITS COMMITTEE,
Administrator of
NL Industries, Inc.
Retirement Savings Plan
By: /s/ Robert D. Hardy
------------------------------------
Robert D. Hardy
Chairman, Pension and
Employee Benefits Committee
June 28, 2001
- 2 -
NL INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
WITH REPORT OF INDEPENDENT ACCOUNTANTS
December 31, 2000
NL INDUSTRIES INC.
RETIREMENT SAVINGS PLAN
INDEX
Page
----
Report of Independent Accountants F-2
Financial Statements:
- --------------------
Statements of Net Assets Available for Benefits
- December 31, 2000 and 1999 F-3
Statements of Changes in Net Assets Available for Benefits
- Years ended December 31, 2000 and 1999 F-4
Notes to Financial Statements F-5 to F-9
Supplemental Schedule:
- ---------------------
Schedule of Assets (Held at End of Year) - December 31, 2000 F-10
All other schedules are omitted because they are not applicable or not required.
F-1
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and the Pension and Employee Benefits Committee of
NL Industries, Inc.:
In our opinion, the accompanying statements of net assets available for
benefits and the related statements of changes in net assets available for
benefits present fairly, in all material respects, the net assets available for
benefits of the NL Industries, Inc. Retirement Savings Plan (the "Plan") at
December 31, 2000 and 1999, and the changes in net assets available for benefits
for the years then ended in conformity with accounting principles generally
accepted in the United States of America. These financial statements are the
responsibility of the Plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States of America, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules, as
listed on the accompanying index, are presented for the purpose of additional
analysis and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These supplemental schedules are the responsibility of the
Plan's management. The supplemental schedules have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
PricewaterhouseCoopers LLP
Houston, Texas
June 15, 2001
F-2
NL INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2000 and 1999
2000 1999
----------- -----------
ASSETS
Investments at fair value:
Common stock ............................. $ 2,405,342 $ 2,429,229
Other securities ......................... 23,822,583 23,331,334
Employer contributions receivable ............ 749,539 307,458
Cash ......................................... 656 36,427
Loans to participants ........................ 46,031 --
----------- -----------
Net assets available for benefits ........ $27,024,151 $26,104,448
=========== ===========
See accompanying notes to financial statements.
F-3
NL INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Years ended December 31, 2000 and 1999
2000 1999
------------ ------------
Additions:
Investment income:
Net appreciation (depreciation) in the
fair value of investments ............. $ (1,070,460) $ 1,230,082
Dividend income:
NL Industries, Inc. ................ 76,360 20,054
Halliburton Company ................ 3,459 4,027
Tremont Corporation ................ 564 594
Other .............................. 1,483,760 1,018,439
Interest income ........................ 651,916 699,089
------------ ------------
Total investment income ................ 1,145,599 2,972,285
------------ ------------
Contributions:
Participants ............................ 770,123 677,419
Employer ................................ 749,539 307,458
------------ ------------
Total contributions .................... 1,519,662 984,877
------------ ------------
Total additions ........................ 2,665,261 3,957,162
Deductions - distributions ..................... 1,780,668 4,206,049
------------ ------------
Net increase (decrease) ........................ 884,593 (248,887)
Assets transferred from another plan ........... 35,110 --
Net assets available for benefits:
Beginning of year .......................... 26,104,448 26,353,335
------------ ------------
End of year ................................ $ 27,024,151 $ 26,104,448
============ ============
See accompanying notes to financial statements.
F-4
NL INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Note 1 - Summary of significant accounting policies:
The financial statements of the NL Industries, Inc. Retirement Savings
Plan (the "Plan") have been prepared in accordance with accounting principles
generally accepted in the United States of America. The following is a summary
of the significant accounting policies followed by the Plan.
Investments
Investments are recorded at fair value based upon the quoted market
price reported on the last trading day of the period for those securities listed
on a national securities exchange. Listed securities for which no sale was
reported on that date are valued at the mean between the last reported bid and
ask prices. Short-term investments are stated at fair value.
Purchases and sales of investments are reflected on a trade-date basis.
Gains or losses on sales of securities are based on average cost. The Plan
presents in the statements of changes in net assets available for benefits the
net appreciation (depreciation) in the fair value of its investments which
consists of realized gains or losses and unrealized appreciation (depreciation)
on investments.
Contributions
Contributions from employees are recorded in the period the employer
makes payroll deductions from Plan participants. Employer contributions, if any,
are accrued at the end of each year and are received in the subsequent year.
Investment income
Income from investments is recorded as earned on an accrual basis.
Dividend income is recorded at the ex-dividend date.
Payment of benefits
Benefits are recorded when paid.
Termination of Plan
Although it has not expressed any intent to do so, NL Industries, Inc.
has the right under the Plan to discontinue contributions and to terminate the
Plan at any time subject to penalties set forth in the Employee Retirement
Income Security Act of 1974 ("ERISA"). In the event of such a discontinuance or
termination of the Plan, the net assets of the Plan would be allocated to the
Plan participants as prescribed by the Plan document, ERISA, and the Internal
Revenue Code.
F-5
Management's Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
net assets available for benefits at the date of the financial statements, the
changes in net assets available for benefits during the reporting period and,
when applicable, the disclosures of contingent assets and liabilities at the
date of the financial statements. Actual results could differ from those
estimates.
Recent Accounting Pronouncements
In September 1999 the Accounting Standards Executive Committee of the
American Institute of Certified Public Accountants issued Statement of Position
99-3 "Accounting for and Reporting of Certain Defined Contribution Plan
Investments and Other Disclosure Matters" ("SOP 99-3"). SOP 99-3 eliminates the
previous requirement to disclose information about the net assets available for
benefits and changes in net assets available for benefits for each of the
investment options of a defined contribution plan. SOP 99-3 also eliminates the
requirement to disclose general information about the nature of investments in
participant-directed investment options, except for investments that equal or
exceed 5% of the net assets available for benefits. The Plan adopted the
provisions of SOP 99-3 in 2000.
Note 2 - Plan description:
The Plan's principal objective is to provide eligible employees of NL
Industries, Inc. and its U.S. subsidiaries (the "Company") with a convenient way
to save on a regular and long-term basis. The majority of the Company's U.S.
employees are eligible to voluntarily participate in the Plan after six months
of employment. At December 31, 2000, there were 84 active participants
(participants currently employed by the Company) and 512 total participants.
Active participants may make basic contributions of between 0% and 8% of their
eligible compensation. Basic contributions may consist of a combination of
pre-tax and after- tax earnings. Generally, pre-tax contributions are excluded
from the employee's taxable income until they are distributed. Eligible
employees that have elected to make the maximum basic contribution of 8% may
also make a supplemental pre-tax or after-tax contribution of between 1% and 4%
of their eligible compensation.
Participants may direct the investment of their balances in various
funds approved by the Company's Pension and Employee Benefits Committee
("PEBCO"). Participants may reallocate investments among the available funds on
a daily basis, except that only one transfer per participant per quarter may
affect amounts in the Plan's fund that is invested in the Company's common
stock. Certain funds have been closed by PEBCO to new investments by
participants. Prior to the investment in one of the available funds,
contributions may be held as cash and be temporarily invested in securities with
maturities of less than one year issued or guaranteed by the U.S. government or
any agency or instrumentality thereof or deposited in a bank savings account.
In accordance with the Tax Reform Act of 1986, participants are limited
in the amount of salary reduction contributions which they may make to the Plan
under Section 402(g) of the Internal Revenue Code ($10,500 annual maximum for
2000). Highly compensated participants may be required to adjust the amount of
their contributions in order to permit the Plan to satisfy the nondiscrimination
requirements of Sections 401(k) and 401(m) of the Internal Revenue Code.
F-6
Employer contributions include funds that (i) match a portion of
participants' contributions and (ii) represent an annual contribution of 4% (3%
in 1999) of employees eligible earnings. The Company's level of matching
contributions is determined annually and is based upon the attainment of certain
operating income target levels approved by the Management, Development and
Compensation Committee of the Board of Directors of the Company (the "MD&C
Committee"). The Company match applies only to participants' basic
contributions. The level of match approved by the MD&C Committee for 2000 and
1999 was 75% and 50%, respectively. Employees who are eligible to participate in
the Plan receive an annual contribution to their investment account of 4% of
their eligible compensation, subject to IRS limitations on eligible
compensation, which for 2000 was $170,000. The Company makes this annual
contribution for each eligible employee regardless of whether the employee
elects to otherwise participate in the Plan.
A participant with less than three years of service is 0% vested in
employer contributions, 50% vested following three years of service, 75% vested
following four years of service and fully vested in all employer contributions
following five years of service. Employer contributions are fully vested upon
death, retirement, or disability, as provided in the Plan. The Company expects
to amend the Plan to meet the vesting requirements of the Economic Growth and
Tax Relief Reconciliation Act of 2001.
Distributions to employees may occur during active service or upon
termination and under prescribed circumstances. Distributions may be in the form
of lump sums, installments, annuities, or combinations thereof, or distributions
of employer securities.
The Plan was amended effective January 1, 2000 to provide participants
with the opportunity to borrow cash from their vested savings balance.
Participants are able to borrow from their fund accounts a minimum of $1,000 up
to a maximum that is generally equal to the lesser of $50,000 or 50% of their
account balance, whichever is less. The loans are collateralized by the balance
in the participant's account and bear interest at rates which are commensurate
with local prevailing rates ranging from 8.75% to 10.50%. Principal and interest
are repaid ratably over a two- to five-year period through monthly payroll
deductions.
Forfeitures of employer contributions may occur if a participant
terminates employment prior to the full vesting period or if a participant or
beneficiary, to whom a distribution is payable, cannot be located within five
years of the date on which such distribution became payable. Amounts forfeited
are used in the following order: (i) to restore the accounts of reemployed
participants, (ii) to restore the accounts of participants or beneficiaries who
apply for forfeited benefits, and (iii) to reduce employer contributions.
Forfeitures were $19,633 in 2000 and $20,067 in 1999. During 2000, $238,538 was
applied to reduce employer contributions. The balance in the forfeiture account
was $15,410 and $236,139 at December 31, 2000 and 1999, respectively.
Merrill Lynch Trust Company ("Merrill Lynch" or "ML") serves as trustee
for the Plan. The Company bears the responsibility of all administrative
expenses of the Plan.
F-7
Note 3 - Related-party transactions:
Two of the available fund options invest in the common stock of NL and
Tremont, both of which entities are considered related parties. The activity of
these securities for the years ended December 31, 2000 and 1999 was as follows:
Sales and
distributions, Realized Fair value at
Purchases at cost gain (loss) December 31,
--------- -------------- ----------- -------------
Year ended December 31, 2000:
NL common stock ......... $ 121,852 $ 744,079 $ 596,711 $2,096,152
Tremont common stock .... 564 1,188 1,470 63,574
Year ended December 31, 1999:
NL common stock ......... $ 158,787 $ 289,856 $ (117,013) $2,102,721
Tremont common stock .... 594 541 544 31,570
Note 4 - Tax status:
The Plan, as amended, is designed to constitute a qualified trust under
Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended (the
"Code"); as such the Plan is exempt from federal income tax, and amounts
contributed by the Company will not be taxed to the participant until the
participant receives a distribution from the Plan.
The Plan has received a favorable determination as of March 1998,
indicating it is a "Qualified Plan" under the requirements of Sections 401(a)
and 401(k) of the Code and is qualified for favorable tax treatment. The Company
intends to file an application with the Internal Revenue Service for a
determination of the qualified status of the Plan under Section 401(a) of the
code for all amendments made to the Plan since the last determination letter.
F-8
Note 5 - Investments:
The following presents investments that represent 5% or more of the
Plan's net assets.
December 31,
---------------------------
2000 1999
----------- -----------
Merrill Lynch Retirement Preservation Trust .... $10,768,793 $10,964,132
Merrill Lynch Basic Value Fund ................. 3,164,059 3,086,505
Merrill Lynch Balanced Capital Fund ............ 2,679,482 2,681,860
NL Stock Fund .................................. 2,096,152 2,102,721
AIM Value Fund ................................. 1,967,405 1,956,219
MFS Emerging Growth Fund ....................... 1,709,867 1,574,630
During 2001, the Plan's net appreciation (depreciation) in the fair
value of investments (including gains and losses on investments bought and sold,
as well as held during the year) was as follows:
Years ended December 31,
2000 1999
----------- -----------
Mutual funds .......................... $(2,197,869) $ 907,531
Common stock .......................... 1,217,539 208,082
Common collective trusts .............. (90,130) 114,469
----------- -----------
$(1,070,460) $ 1,230,082
=========== ===========
The Plan's assets are invested principally in common stock of NL,
Halliburton and Tremont, and with investment funds managed by (i) Merrill Lynch,
(ii) Massachusetts Financial Services ("MFS"), (iii) AIM Advisors, Inc., and
(iv) Templeton Global Advisors Limited. At December 31, 2000, 71% of the Plan's
investments were managed by Merrill Lynch.
F-9
SUPPLEMENTAL SCHEDULE
NL INDUSTRIES, INC. RETIREMENT SAVINGS PLAN
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2000
Employer Identification No. 13-5267260
Plan No. 003
Fair value
-----------
MFS Emerging Growth Fund - Class A shares ..................... $ 1,709,867
Templeton World Fund - Class A shares ......................... 912,653
AIM International Equity Fund - Class A shares ................ 402,366
AIM Value Fund - Class A shares ............................... 1,967,405
MFS Government Securities Fund - Class A shares ............... 255,273
* Merrill Lynch Equity Index Trust .............................. 1,095,746
* Merrill Lynch Global Allocation Fund, Inc.- Class A shares .... 367,315
* Merrill Lynch U.S. Government Mortgage Fund - Class A shares
(formerly Merrill Lynch Federal Securities Trust) .............. 224,625
* Merrill Lynch Balanced Capital Fund, Inc. - Class A shares
(formerly Merrill Lynch Capital Fund) .......................... 2,679,482
* Merrill Lynch Basic Value Fund, Inc. - Class A shares ......... 3,164,059
* Merrill Lynch Retirement Preservation Trust ................... 10,768,793
* Mercury Global Holdings, Inc. - Class I shares ................ 274,999
* NL Stock Fund - common stock .................................. 2,096,152
Halliburton/Tremont Stock Fund - common stock:
Halliburton Company ........................................ 245,616
* Tremont .................................................... 63,574
* Loans to participants (8.75% - 10.50%) ........................ 46,031
-----------
$26,273,956
===========
* Investment in a "Party-in-interest" entity, as defined by ERISA.
F-10
EXHIBIT I
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the:
(i) Registration Statement No. 33-29287 on Form S-8 and related
Prospectus with respect to the 1989 Long Term Performance Incentive
Plan of NL Industries, Inc.; and
(ii) Registration Statement No. 33-25913 on Form S-8 and related
Prospectus with respect to the NL Industries, Inc. Retirement Savings
Plan; and
(iii) Registration Statement No. 33-48145 on Form S-8 and related
Prospectus with respect to the NL Industries, Inc. 1992 Non-Employee
Directors Stock Option Plan; and
(iv) Registration Statement No. 333-65817 on Form S-8 and related
Prospectus with respect to the NL Industries, Inc. 1998 Long-Term
Incentive Plan.
of our report dated June 15, 2001 relating to the financial statements of the NL
Industries, Inc. Retirement Savings Plan which appears in this Form 11-K.
PricewaterhouseCoopers LLP
Houston, Texas
June 15, 2001