NL INDUSTRIES INC
8-K, 1994-04-28
INDUSTRIAL INORGANIC CHEMICALS
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<PAGE>   1


                       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): April 25, 1994


                              NL INDUSTRIES, INC.
               (Exact name of registrant as specified in charter)



        New Jersey                      1-640                     13-5267260
(State or other jurisidiction    (Commission File No.)            (Employer
     of incorporation)                                       Identification No.)





3000 N. Sam Houston Parkway East, Houston, Texas                        77032
   (Address of principal executive offices)                           (Zip Code)



      Registrant's telephone number, including area code   (713) 987-5000


                                 Not Applicable
         (Former name or former address, if changed since last report)

                                  Page 1 of 5

                           Exhibit Index is at Page 3
<PAGE>   2
Item 5.   Other Events.


     On April 25, 1994, 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 April 25, 1994.



                         *      *      *      *      *




                                   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
                                    and General Counsel





Dated: April 28, 1994


                                 -2-
<PAGE>   3
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit                                                                Page
<S>                 <C>                                                  <C>
Exhibit 99.1        Press Release Issued on                              4
                    April 25, 1994
</TABLE>


                                   -3-


<PAGE>   1
                                                               Dennis G. Newkirk
                                                                  (713) 987-6332

                                                                    EXHIBIT 99.1





FOR IMMEDIATE RELEASE


                    NL ANNOUNCES FIRST QUARTER 1994 RESULTS


HOUSTON, TEXAS -- April 25, 1994 -- NL Industries, Inc. (NYSE:NL) announced
a net loss for the first quarter of 1994 of $6.4 million, or $.12 per share,
on sales of $202 million compared to a net loss in the first quarter of 1993
of $13.5 million, or $.27 per share, on sales of $199 million.

Operating income of Kronos' titanium dioxide pigments business in the first
quarter of 1994 declined $1.8 million compared with the same 1993 period as
the effects of lower average selling prices in the first quarter of 1994 were
only partially offset by higher sales volumes and higher production levels.
Primarily as a result of improved pricing in Europe, Kronos' first quarter
1994 average selling prices were higher than the last three quarters of 1993,
but were still approximately 3% lower than the first quarter of 1993.  J.
Landis Martin, President and CEO, stated "We are optimistic that recent price
increase announcements in the United States and Europe should result in
improved margins later this year."

Rheox's operating income for the first quarter of 1994 was $1.0 million higher
than the comparable 1993 period primarily as a result of higher sales volumes
and slightly lower operating costs.

Corporate expenses, net were lower than 1993 due to a $20 million gain related
to the 1994 settlement of the Company's lawsuit against Lockheed Corporation,
partially offset by higher environmental remediation costs.

Interest expense in the first quarter of 1994 was lower than the comparable
1993 period due to lower indebtedness and lower Deutsche mark interest rates
partially offset by higher interest rates on the Company's Senior Notes.

Income tax expense differs from a normally expected rate primarily because of
losses in certain countries for which no benefit is currently available.

NL Industries, Inc. is a major international producer of titanium dioxide
pigments and specialty chemicals.


                                      -4-
<PAGE>   2
                              NL INDUSTRIES, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                      (In millions, except per share data)
                                  (Unaudited)





<TABLE>
<CAPTION>
                                                         Quarter ended
                                                           March 31,
                                                       ------------------
                                                        1993        1994
                                                       ------      ------
<S>                                                    <C>         <C>
Net sales:
  Kronos                                               $172.1      $174.2
  Rheox                                                  26.4        27.6
                                                       ------      ------
                                                       $198.5      $201.8
                                                       ------      ------
                                                       ------      ------

Operating income:
  Kronos                                               $ 17.2      $ 15.4
  Rheox                                                   5.9         6.9
                                                       ------      ------
    Operating income                                     23.1        22.3

General corporate income (expense):
  Interest and dividends                                  1.2         1.0
  Securities transactions                                 1.7         (.8)
  Expenses, net                                          (8.7)        (.6)
  Interest expense                                      (26.1)      (21.1)
                                                       ------      ------
    Income (loss) before income taxes                    (8.8)         .8
Income tax expense                                       (4.5)       (7.0)
Minority interest                                         (.2)        (.2)
                                                       ------      ------
    Net loss                                           $(13.5)     $ (6.4)
                                                       ------      ------
                                                       ------      ------
Net loss per share of common stock                     $ (.27)     $ (.12)
                                                       ------      ------
                                                       ------      ------
Weighted average common shares outstanding               50.9        51.0
                                                       ------      ------
                                                       ------      ------
</TABLE>




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