-----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, TiaSCz5/FddCyqX/7wuybeJ57OkcTfgJ6RlThdo84F2RfZyhwRcYE/FAtEZA1HTt QDuXvrxzN8tX34uih9EkoQ== 0000072162-96-000013.txt : 19961028 0000072162-96-000013.hdr.sgml : 19961028 ACCESSION NUMBER: 0000072162-96-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961025 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961025 SROS: NYSE SROS: PSE 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: 96647718 BUSINESS ADDRESS: STREET 1: TWO GREENSPOINT PLAZA STREET 2: 16825 NORTHCHASE DRIVE SUITE 1200 CITY: HOUSTON STATE: TX ZIP: 77060-2544 BUSINESS PHONE: 7134233300 MAIL ADDRESS: STREET 1: TWO GREENSPOINT PLAZA STREET 2: 16825 NORTHCHASE DR., SUITE 1200 CITY: HOUSTON STATE: TX ZIP: 77060-2544 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL LEAD CO DATE OF NAME CHANGE: 19710520 8-K 1 NL INDUSTRIES 10-25-96 8-K FILING 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): October 23, 1996 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 (713) 423-3300 Not Applicable (Former name or former address, if changed since last report) Item 5. Other Events. On October 23, 1996, 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 October 23, 1996. * * * * * 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/ Dennis G. Newkirk Dennis G. Newkirk Vice President & Controller Dated: October 25, 1996 EX-99.1 2 EXHIBIT TO NL INDUSTRIES 8-K 10-25-96 EXHIBIT 99.1 Dennis G. Newkirk (713) 423-3332 FOR IMMEDIATE RELEASE NL REPORTS THIRD QUARTER RESULTS HOUSTON, TEXAS -- October 23, 1996 -- NL Industries, Inc. (NYSE:NL) reported a net loss for the third quarter of 1996 of $4.2 million, or $.08 per share, on sales of $248 million compared to net income in the third quarter of 1995 of $17.4 million, or $.34 per share, on sales of $255 million. Net income in the first nine months of 1996 was $21.1 million, or $.41 per share, on sales of $752 million, compared to net income in the first nine months of 1995 of $51.5 million, or $1.00 per share, on sales of $790 million. NL's earnings for the third quarter of 1996 decreased due to the decline in TiO2 selling prices. Operating income of Kronos' titanium dioxide pigments ("Ti02") business in the third quarter of 1996 was $9.7 million, $31.1 million less than the third quarter of 1995, on a 3% decrease in net sales. Average TiO2 selling prices for the third quarter of 1996 were 15% lower than the third quarter of 1995 and 6% lower than the second quarter of 1996. Selling prices at the end of the third quarter of 1996 were 15% lower than prices at the end of 1995. The Company expects average TiO2 prices in the fourth quarter to be somewhat below the third quarter average. While prices have declined, demand for TiO2 has continued to grow. Kronos' third quarter sales volumes increased 17% compared with the third quarter of 1995 with improved sales volumes worldwide. Rheox's operating income of $9.8 million for the third quarter of 1996 was even with the year-earlier period. Rheox's operating income in the first nine months of 1996 includes a first-quarter $2.7 million gain related to the reduction of certain U.S. employee pension benefits. Income tax expense for the third quarter of 1996 differs from a normally- expected effective tax rate because of losses in certain countries for which no tax benefit is currently available. Based on the continuing decline in TiO2 selling prices during the third quarter and the current TiO2 industry pricing outlook, the Company expects to report a loss for the fourth quarter of 1996 and the Board of Directors has suspended the regular quarterly dividend. NL Industries, Inc. is a major international producer of titanium dioxide pigments and specialty chemicals. 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 conditions, global TiO2 productive capacity, competitive products and prices and other risks and uncertainties detailed in the Company's Securities and Exchange Commission filings. NL INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In millions, except per share data) (Unaudited)
Quarters ended Nine months ended September 30, September 30, ------------------ ------------------ 1995 1996 1995 1996 ------- ------- ------- ------- Net sales Kronos ........................... $ 222.8 $ 215.1 $ 689.5 $ 649.7 Rheox ............................ 32.5 33.4 100.2 102.4 ------- ------- ------- ------- $ 255.3 $ 248.5 $ 789.7 $ 752.1 ======= ======= ======= ======= Operating income Kronos ........................... $ 40.8 $ 9.7 $ 120.4 $ 64.6 Rheox ............................ 9.8 9.8 29.7 32.9 ------- ------- ------- ------- Operating income ............... 50.6 19.5 150.1 97.5 General corporate income (expense): Securities earnings .............. 1.5 1.2 5.9 3.6 Expenses, net .................... (7.1) (5.7) (19.9) (12.4) Interest expense ................. (20.3) (18.5) (62.0) (56.1) ------- ------- ------- ------- Income before income taxes ..... 24.7 (3.5) 74.1 32.6 Income tax expense ................. (7.4) (.7) (22.3) (11.5) Minority interest .................. .1 -- (.3) -- ------- ------- ------- ------- Net income ..................... $ 17.4 $ (4.2) $ 51.5 $ 21.1 ======= ======= ======= ======= Per share of common stock .......... $ .34 $ (.08) $ 1.00 $ .41 ======= ======= ======= ======= Weighted average common shares outstanding ....................... 51.6 51.3 51.5 51.4 ======= ======= ======= =======
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