SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K / A
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (Fee Required) - For the fiscal year ended December 31, 1993
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.)
3000 North Sam Houston Parkway East, Houston, Texas 77032
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 987-5000
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 Stock 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.
As of February 28, 1994, 50,889,943 shares of common stock were outstanding.
The aggregate market value of the 17,037,953 shares of voting stock held by
nonaffiliates as of such date approximated $151 million.
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 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, 1993 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 Savings Plan for Employees of NL
Industries, Inc. on Form 11-K for the year ended December 31, 1993
(filed as an amendment to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1993).
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 27, 1994 By: /s/Dennis G. Newkirk
Dennis G. Newkirk
Vice President
and Controller
Exhibit 99.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 1993
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(NO FEE REQUIRED)
For the transition period from to
Commission file number 1-640
SAVINGS PLAN FOR EMPLOYEES
OF NL INDUSTRIES, INC.
(Full title of the plan)
NL INDUSTRIES, INC.
3000 North Sam Houston Parkway East
Houston, Texas 77032
(Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office)
SAVINGS PLAN FOR EMPLOYEES
OF NL INDUSTRIES, INC.
INDEX
<TABLE>
<CAPTION>
Page
<S> <C>
Signature Page 2
Financial Statements and Supplemental Schedules
with Report of Independent Accountants F-1 to F-12
Exhibit 1 - Consent of Independent Accountants
</TABLE>
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.
SAVINGS PLAN
FOR EMPLOYEES OF
NL INDUSTRIES, INC.
By: NL INDUSTRIES, INC.
PENSION AND EMPLOYEE
BENEFITS COMMITTEE,
Administrator Of Savings Plan
For Employees Of
NL Industries, Inc.
By: /s/Edward J. Zadzora
Edward J. Zadzora
Chairman
June 27, 1994
SAVINGS PLAN FOR EMPLOYEES OF
NL INDUSTRIES INC.
INDEX
<TABLE>
<CAPTION>
Page
<S> <C>
Report of Independent Accountants F-2
Financial Statements
Statements of Net Assets Available for Plan Benefits
- December 31, 1992 and 1993 F-3
Statements of Changes in Net Assets Available for Plan Benefits
- Years ended December 31, 1992 and 1993 F-4
Notes to Financial Statements F-5 - F-10
Supplemental Schedules.
Item 27a - Schedule of Assets Held for Investment Purposes
- December 31, 1993 F-11
Item 27d - Schedule of Reportable Transactions - Year ended
December 31, 1993 F-12
</TABLE>
All other schedules are omitted because they are not applicable or not required.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Pension and Employee Benefits Committee of
NL Industries, Inc.:
We have audited the accompanying statements of net assets available for
plan benefits of the Savings Plan for Employees of NL Industries, Inc. as of
December 31, 1992 and 1993, and the related statements of changes in net assets
available for plan benefits for the years then ended. These financial
statements are the responsibility of NL's Pension and Employee Benefits
Committee. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by NL's
Pension and Employee Benefits Committee, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for plan benefits of the
Savings Plan for Employees of NL Industries, Inc. as of December 31, 1992 and
1993, and the changes in net assets available for plan benefits for the years
then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules 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. The supplemental schedules
have been subjected to the auditing procedures applied in the audit 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.
COOPERS & LYBRAND
1100 Louisiana
Houston, Texas
June 20, 1994
SAVINGS PLAN FOR EMPLOYEES OF
NL INDUSTRIES, INC.
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1992 and 1993
<TABLE>
<CAPTION>
ASSETS 1992 1993
<S> <C> <C>
Investments, at fair value:
NL Industries, Inc. common stock $ 875,221 $ 1,255,893
Baroid Corporation common stock 260,739 351,363
Tremont Corporation common stock 39,128 28,502
Other securities 32,090,954 32,608,552
33,266,042 34,244,310
Interest receivable 4,816 927
Contributions receivable - NL Industries, Inc. 1,111,323 -
Total assets 34,382,181 34,245,237
LIABILITIES
Cash overdraft 54,458 -
Payable to participants 140,191 -
Payable to Joint Venture plan - 2,373,249
Total liabilities 194,649 2,373,249
Net assets available for plan benefits $34,187,532 $31,871,988
</TABLE>
SAVINGS PLAN FOR EMPLOYEES OF
NL INDUSTRIES, INC.
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Years ended December 31, 1992 and 1993
<TABLE>
<CAPTION>
1992 1993
<S> <C> <C>
Investment income:
Cash dividends:
NL Industries, Inc. $ 52,128 $ -
Baroid Corporation 9,516 8,463
Tremont Corporation 2,841 -
Other 254,554 376,032
Interest income 2,080,907 1,643,094
2,399,946 2,027,589
Net appreciation (depreciation) in the
fair value of investments (882,299) 413,818
Contributions:
Participants 2,166,186 2,164,154
NL Industries, Inc. 1,111,323 -
3,277,509 2,164,154
Total income and contributions 4,795,156 4,605,561
Distributions and expenses:
Distributions 4,287,161 4,570,525
Transfer to Joint Venture plan - 2,373,249
Less forfeitures (15,167) (22,669)
Net distributions to participants 4,271,994 6,921,105
Administrative expenses 1,772 -
Total distributions and expenses 4,273,766 6,921,105
Net change in net assets available
for plan benefits 521,390 (2,315,544)
Net assets available for plan benefits:
Beginning of year 33,666,142 34,187,532
End of year $34,187,532 $31,871,988
</TABLE>
SAVINGS PLAN FOR EMPLOYEES OF
NL INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The financial statements of the Savings Plan for Employees of NL
Industries, Inc. (the "Plan") have been prepared in accordance with generally
accepted accounting principles. 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; and other investments not having an established market are valued at
fair value as of that day determined in good faith by the outside advisor
responsible for that investment. 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 plan benefits
the net appreciation (depreciation) in the fair value of its investments which
consists of the realized gains or losses and the unrealized appreciation
(depreciation) on those investments.
Contributions
Contributions from employees are recorded in the period the employer makes
payroll deductions from Plan participants. Employer contributions are accrued
at the end of each year and are paid 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.
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.
NOTE 2 - PLAN DESCRIPTION:
The Plan's principal objective is to provide eligible employees of NL
Industries, Inc. and its 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, 1993 there were 279 active participants. Active
participants may make basic contributions of between 1% 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.
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 ($8,994 annual maximum for
1993). 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. At
December 31, 1993, the tests to determine compliance with such nondiscrimination
requirements have not been performed. Contributions from highly compensated
participants in excess of the amount that would allow the Plan to remain
nondiscriminatory will be repaid to participants during 1994. At December 31,
1992, the payable to participants represents contributions received during 1992
from highly compensated participants in excess of the amount that would allow
the Plan to remain nondiscriminatory.
The Company contributes a discretionary amount of matching contributions,
determined annually, wholly or partially contingent upon the attainment of
certain profit objectives set by the Board of Directors of the Company. The
employer match applies only to the employee's basic contributions.
Employer contributions are fully vested upon death, retirement, or
disability. 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. 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.
In October 1993, the Company consummated a manufacturing joint venture and
transferred approximately 260 of its employees that were also plan participants
to the newly-formed joint venture. At December 31, 1993, the Plan had not
transferred the Plan assets of these participants to a plan sponsored by the
joint venture (the "Joint Venture plan"); accordingly, the Plan has recorded a
$2.4 million payable to the Joint Venture plan.
Merrill Lynch Trust Company ("Merrill Lynch") serves as trustee for the
Plan.
Employees may elect to have their own contributions invested in one or more
funds, whose investment objectives are as follows:
<TABLE>
<CAPTION>
Number of
participants at
December 31,
1992 1993
<S> <C> <C>
MERRILL LYNCH RETIREMENT PRESERVATION TRUST - managed with the objective of 541 420
providing preservation of capital, liquidity and current income through
investments primarily in Guaranteed Investment Contracts.
MERRILL LYNCH BASIC VALUE FUND, INC. - CLASS A SHARES - managed with the 152 102
objective of seeking capital appreciation and, secondarily, income.
MERRILL LYNCH FEDERAL SECURITIES TRUST - managed with the objective of 86 44
seeking a high current return through investments in U.S. government and
government agency securities.
MERRILL LYNCH CAPITAL FUND INC. - CLASS A SHARES - managed with the objective 291 186
of seeking the highest total investment return consistent with prudent risk,
investing in equity, debt and convertible securities.
MERRILL LYNCH GLOBAL HOLDINGS, INC. - CLASS A SHARES - managed with the 92 59
objective of seeking the highest total investment return consistent with
prudent risk through world-wide investment in an internationally diversified
portfolio of securities.
NL STOCK FUND - invested primarily in NL common stock. 731 582
</TABLE>
In addition to the six funds above, the Baroid Stock Fund holds investments
in Baroid and Tremont common stock. Contributions or transfers into the Baroid
Stock Fund are no longer allowed.
Prior to the investment in securities of a type consistent with the
objectives of any fund, cash may 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.
Inter-fund transfers may be made daily, except that only one transfer per
quarter may affect amounts in the NL Stock Fund. Only one transfer is permitted
out of the Baroid Stock Fund which must be a transfer of the total value of the
participant's account in that fund.
Distributions to employees may occur during active service or upon
termination and under prescribed circumstances, may be in the form of lump sums,
installments, annuities or combinations thereof or employer securities.
The Company bears the responsibility of all administrative expenses of the
Plan, with the exception of certain expenses associated with certain Guaranteed
Investment Contracts that expired in 1992.
NOTE 3 - INVESTMENTS:
The historical cost and fair value of each of the investments at December
31, 1992 and 1993 was as follows:
<TABLE>
<CAPTION>
1992 1993
Historical HISTORICAL
Fund description cost Fair value COST FAIR VALUE
<S> <C> <C> <C> <C>
Merrill Lynch Retirement Preservation
Trust $27,889,982 $27,889,982 $26,461,617 $26,461,617
Merrill Lynch Basic Value Fund, Inc. -
Class A Shares 628,493 642,080 1,480,285 1,586,610
Merrill Lynch Federal Securities Trust 237,491 239,889 403,223 409,258
Merrill Lynch Capital Fund Inc. -
Class A Shares 2,803,385 2,897,225 3,259,162 3,500,307
Merrill Lynch Global Holdings, Inc. -
Class A Shares 357,102 352,051 604,791 650,760
NL Stock Fund 2,947,366 875,221 2,723,028 1,255,893
Baroid Stock Fund:
Baroid Common Stock 356,427 260,739 153,810 351,363
Tremont Common Stock 84,274 39,128 34,248 28,502
CMA Money Fund 69,727 69,727 - -
$35,374,247 $33,266,042 $35,120,164 $34,244,310
</TABLE>
In January 1994, the shareholders of Baroid Corporation approved a merger
with Dresser Industries. The Plan's holdings of Baroid Common Stock were
converted into Dresser Common Stock. At June 20, 1994, the market value of the
shares of NL, Baroid/Dresser and Tremont stock held at December 31, 1993 was
$2,546,672, $381,176 and $33,165, respectively.
Concentration of credit risk
During 1993, the Plan's assets are invested principally with investment
funds managed by Merrill Lynch.
NOTE 4 - NET ASSETS AVAILABLE FOR PLAN BENEFITS:
<TABLE>
<CAPTION>
Changes in net
Net assets at assets - year ended Net assets at
Description December 31, 1991 December 31, 1992 December 31, 1992
<S> <C> <C> <C>
Retirement Preservation Trust $17,939,322 $ 10,347,310 $28,286,632
Basic Value Fund, Inc. 142,234 616,387 758,621
Federal Securities Trust 144,475 146,212 290,687
Capital Fund Inc. 2,039,946 1,065,084 3,105,030
Global Holdings, Inc. 144,009 244,376 388,385
NL Stock Fund 1,288,090 (249,758) 1,038,332
Baroid Stock Fund 329,794 (30,034) 299,760
Fixed Rate Contract Fund 11,579,824 (11,579,824) -
Assets not allocated to funds 58,448 (38,363) 20,085
$33,666,142 $ 521,390 $34,187,532
</TABLE>
<TABLE>
<CAPTION>
CHANGES IN NET
ASSETS - YEAR ENDED NET ASSETS AT
Description DECEMBER 31, 1993 DECEMBER 31, 1993
<S> <C> <C>
Retirement Preservation Trust $(2,509,830) $25,776,802
Basic Value Fund, Inc. 443,271 1,201,892
Federal Securities Trust (11,454) 279,233
Capital Fund Inc. (108,685) 2,996,345
Global Holdings, Inc. 7,334 395,719
NL Stock Fund (197,127) 841,205
Baroid Stock Fund 80,105 379,865
Fixed Rate Contract Fund - -
Assets not allocated to funds (19,158) 927
$(2,315,544) $31,871,988
</TABLE>
NOTE 5 - RELATED PARTY TRANSACTIONS:
The NL Stock Fund and the Baroid Stock Fund invest primarily in the common
stock of NL, Baroid and Tremont. The activity of these securities for the years
ended December 31, 1992 and 1993 was as follows:
<TABLE>
<CAPTION>
Sales and Realized
distributions, gain
Purchases at cost (loss)
<S> <C> <C> <C>
Year ended December 31, 1992:
NL common stock $605,211 $223,341 $(105,479)
Baroid common stock 15,212 35,629 (6,774)
Tremont common stock 5,525 8,334 (844)
YEAR ENDED DECEMBER 31, 1993:
NL COMMON STOCK $643,878 $306,109 $ (59,835)
BAROID COMMON STOCK 8,463 28,897 6,824
TREMONT COMMON STOCK - 3,695 266
</TABLE>
NOTE 6 - TAX STATUS:
The Plan is designed to constitute a qualified trust under Section 401(a)
and 401(k) of the Internal Revenue Code of 1986, as amended; as such the Plan is
exempt from federal income tax, and amounts contributed by NL will not be taxed
to the participant until the participant receives a distribution from the Plan.
The Plan has received a favorable determination indicating it is a
"Qualified Plan" under the requirements of Section 401(a) and 401(k) of the
Internal Revenue Code and is qualified for favorable tax treatment.
SUPPLEMENTAL SCHEDULES
SAVINGS PLAN FOR EMPLOYEES OF NL INDUSTRIES, INC.
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1993
<TABLE>
<CAPTION>
Cost Fair value
<S> <C> <C>
MERRILL LYNCH RETIREMENT PRESERVATION
TRUST $26,461,617 $26,461,617
MERRILL LYNCH BASIC VALUE FUND, INC. -
CLASS A SHARES 1,480,285 1,586,610
MERRILL LYNCH FEDERAL SECURITIES TRUST 403,223 409,258
MERRILL LYNCH CAPITAL FUND INC. -
CLASS A SHARES 3,259,162 3,500,307
MERRILL LYNCH GLOBAL HOLDINGS, INC. -
CLASS A SHARES 604,791 650,760
* NL STOCK FUND - COMMON STOCK 2,723,028 1,255,893
* BAROID STOCK FUND - COMMON STOCK:
Baroid Corporation 153,810 351,363
Tremont Corporation 34,248 28,502
188,058 379,864
$35,120,164 $34,244,310
</TABLE>
[FN]
Note: Cost is determined based on historical cost. Gains and losses on sales
of investments are calculated based on average cost.
[FN]
* Investment in a "Party-in-interest" entity, as defined by ERISA.
SAVINGS PLAN FOR EMPLOYEES
OF NL INDUSTRIES, INC.
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
Year ended December 31, 1993
<TABLE>
<CAPTION>
Number of Purchase Selling
Description of Asset Transactions price price
<S> <C> <C> <C>
Merrill Lynch Retirement
Preservation Trust:
Purchases 165 $3,292,356 $ -
Sales 130 - 4,720,723
</TABLE>
<TABLE>
<CAPTION>
Fair value
of asset on
Cost of transaction Net gain
Description of Asset asset date (loss)
<S> <C> <C> <C>
Merrill Lynch Retirement
Preservation Trust:
Purchases $3,292,356 $3,292,356 $ -
Sales 4,720,723 4,720,723 -
</TABLE>
EXHIBIT 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the:
(i) Registration Statement No. 2-78456 on Form S-8 and related Prospectus
with respect to the 1982 Long Term Performance Incentive Plan of NL
Industries, Inc.;
(ii) Registration Statement No. 2-98713 on Form S-8 and related Prospectus
with respect to the 1985 Long Term Performance Incentive Plan of NL
Industries, Inc.; and
(iii) Registration Statement No. 33-25913 on Form S-8 and related Prospectus
with respect to the Savings Plan for Employees of NL Industries, Inc.;
and
(iv) 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
(v) Registration Statement No. 33-48145 on Form S-8 and related Prospectus
with respect to the 1992 Non-Employee Director Stock Option Plan of NL
Industries, Inc.
of our report which is dated June 20, 1994, on our audits of the statements of
net assets available for plan benefits of the Savings Plan for Employees of NL
Industries, Inc. as of December 31, 1992 and 1993 and the related statement of
changes in net assets available for plan benefits for the years ended December
31, 1992 and 1993, which report is included in this Annual Report on Form 11-K.
Coopers & Lybrand
Houston, Texas
June 27, 1994
