-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Sbm2gRh2bnPb4jIYh3NW++nM27jH3LPimmJj+S78QFdX4ARKVF10ciqLG4//8fID sjxlzujT3+Acv3hmhuVXGw== 0000072162-03-000030.txt : 20031107 0000072162-03-000030.hdr.sgml : 20031107 20031107085837 ACCESSION NUMBER: 0000072162-03-000030 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031106 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NL INDUSTRIES INC CENTRAL INDEX KEY: 0000072162 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 135267260 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00640 FILM NUMBER: 03983663 BUSINESS ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240-2697 BUSINESS PHONE: 972-233-1700 MAIL ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240-2697 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL LEAD CO DATE OF NAME CHANGE: 19710520 8-K 1 nl8k31106.txt FORM 8K 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 -------- --------------------------------------- 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 EX-99 3 nlpr31106.txt PRESS RELEASE DATED 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 - -------------------------------------------------------------------------------- News Release - -------------------------------------------------------------------------------- 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. -----END PRIVACY-ENHANCED MESSAGE-----