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): November 6, 2003
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)
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)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
c) Exhibits
Item No. Exhibit Index
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99.1 Press Release dated November 6, 2003 issued by NL
Industries, Inc.
Item 9. Regulation FD Disclosure.
The registrant hereby furnishes the information set forth in the press
release issued on November 6, 2003, 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.
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)
By: /s/ Robert D. Graham
-----------------------
Robert D. Graham
Vice President,
General Counsel & Secretary
Date: November 6, 2003
[LOGO GOES HERE]
NL INDUSTRIES, INC. Contact: Gregory M. Swalwell
Three Lincoln Centre Vice President, Finance
5430 LBJ Freeway, Suite 1700 (972) 233-1700
Dallas, Texas 75240
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News Release
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FOR IMMEDIATE RELEASE
NL INDUSTRIES, INC. ANNOUNCES RECAPITALIZATION OF KRONOS WORLDWIDE, INC. AND
DISTRIBUTION OF KRONOS WORLDWIDE, INC. COMMON STOCK TO ITS SHAREHOLDERS
DALLAS, TEXAS - November 6, 2003 - NL Industries, Inc. (NYSE: NL) today
announced that its Board of Directors has formally approved a plan to distribute
to its shareholders on December 8, 2003 one share of common stock of Kronos
Worldwide, Inc., its wholly-owned subsidiary, for every two shares of NL common
stock outstanding as of the close of business on November 17, 2003. NL will
distribute approximately 23.85 million shares of Kronos Worldwide's common
stock, representing approximately 48.7% of the outstanding common stock of
Kronos Worldwide. The plan also involves a recapitalization of Kronos Worldwide,
immediately prior to the distribution of the shares of Kronos Worldwide common
stock, through the distribution of a $200 million promissory note payable by
Kronos Worldwide to NL. Kronos Worldwide has filed a Form 10 registration
statement with the Securities and Exchange Commission relating to the
distribution of its common stock. Completion of the distribution is subject to,
among other things, the effectiveness of the Form 10 registration statement.
Kronos Worldwide has applied for the listing of its common stock on the New York
Stock Exchange and expects that its common stock will be traded on such exchange
under the trading symbol "KRO."
Kronos Worldwide is the world's fifth largest producer of titanium dioxide
pigments, or TiO2, with an estimated 12% share of worldwide TiO2 sales volume in
2002. Approximately one-half of Kronos Worldwide's 2002 sales volume was in
Europe, where Kronos Worldwide is the second largest producer of TiO2. TiO2 is a
pigment used to whiten, brighten and add opacity to thousands of commonly used
products, such as paints, plastics and paper, as well as fibers, rubbers,
ceramics, inks and cosmetics.
The statements in this release relating to matters that are not historical facts
are forward-looking statements that represent management's beliefs and
assumptions based on currently available information. Forward-looking statements
can be identified by the use of words such as "believes," "intends," "may,"
"will," "should," "could," "anticipates," "expects," or comparable terminology
or by discussions of strategy or trends. Although NL believes that the
expectations reflected in such forward-looking statements are reasonable, it
cannot give any assurances that these expectations will prove to be correct.
Such statements by their nature involve risks and uncertainties, including, but
not limited to, the cyclicality of the titanium dioxide industry, global
economic and political conditions, changes in global productive capacity,
changes in customer inventory levels, changes in product pricing, changes in
product costing, changes in foreign currency exchange rates, competitive
technology positions, operating interruptions (including, but not limited to,
labor disputes, leaks, fires, explosions, unscheduled downtime, transportation
interruptions, war and terrorist activities), the ultimate resolution of pending
or possible future lead pigment litigation and legislative developments related
to the lead paint litigation, the outcome of other litigation, and other risks
and uncertainties detailed in the NL's and Kronos Worldwide's Securities and
Exchange Commission filings. Should one or more of these risks materialize (or
the consequences of such a development worsen), or should the underlying
assumptions prove incorrect, actual results could differ materially from those
forecasted or expected. NL disclaims any intention or obligation to update
publicly or revise such statements, whether as a result of new information,
future events or otherwise.