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, 1994
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.)
16825 Northchase Drive, Suite 1200, Houston, Texas 77060
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 423-3300
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. X
As of February 28, 1995, 51,052,443 shares of common stock were outstanding.
The aggregate market value of the 15,091,253 shares of voting stock held by
nonaffiliates as of such date approximated $179 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, 1994 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, 1994
(filed as an amendment to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1994).
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, 1995 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, 1994
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.
16825 Northchase Drive, Suite 1200
Houston, Texas 77060
(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
Page
Signature Page 2
Financial Statements and Supplemental Schedules
with Report of Independent Accountants F-1 to F-13
Exhibit 1 - Consent of Independent Accountants
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, 1995
SAVINGS PLAN FOR EMPLOYEES OF
NL INDUSTRIES INC.
INDEX
Page
Report of Independent Accountants F-2
Financial Statements:
Statements of Net Assets Available for Plan Benefits, with
Fund Information - December 31, 1993 and 1994 F-3 to F-4
Statements of Changes in Net Assets Available for Plan
Benefits, with Fund Information - Years ended
December 31, 1993 and 1994 F-5 to F-6
Notes to Financial Statements F-7 to F-11
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment Purposes
- December 31, 1994 F-12
Item 27d - Schedule of Reportable Transactions
- Year ended December 31, 1994 F-13
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, 1993 and 1994, 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, 1993 and
1994, 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 performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules, as
listed on the accompanying index, 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 Fund Information in the statements of net assets
available for benefits and the statements of changes in net assets available for
benefits is presented for purposes of additional analysis rather than to present
the net assets available for plan benefits and changes in net assets available
for plan benefits of each fund. The supplemental schedules and Fund Information
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 L.L.P.
Houston, Texas
June 21, 1995
SAVINGS PLAN FOR EMPLOYEES OF
NL INDUSTRIES, INC.
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
December 31, 1993
<TABLE>
<CAPTION>
Fund Information
Global Federal Capital Basic Retirement
Holdings Securities Fund Value Preservation
Inc. Trust Inc. Fund Trust
<S> <C> <C> <C> <C> <C>
Investments at fair value:
Common stock $ - $ - $ - $ - $ -
Other securities 650,760 409,258 3,500,307 1,586,610 26,461,617
Interest receivable - - - - -
Total assets 650,760 409,258 3,500,307 1,586,610 26,461,617
Payable to joint venture plan 255,041 130,026 503,962 384,718 684,815
Net assets available for plan benefits $395,719 $279,232 $2,996,345 $1,201,892 $25,776,802
</TABLE>
<TABLE>
<CAPTION>
Fund Information
Common Stock Funds
Dresser/ Cash
NL Tremont Fund Total
<S> <C> <C> <C> <C>
Investments at fair value:
Common stock $1,255,892 $379,866 $ - $ 1,635,758
Other securities - - - 32,608,552
Interest receivable - - 927 927
Total assets 1,255,892 379,866 927 34,245,237
Payable to joint venture plan 414,687 - - 2,373,249
Net assets available for plan benefits $ 841,205 $379,866 $927 $31,871,988
</TABLE>
SAVINGS PLAN FOR EMPLOYEES OF
NL INDUSTRIES, INC.
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
(CONTINUED)
December 31, 1994
<TABLE>
<CAPTION>
Fund Information
Global Federal Capital Basic Retirement
Holdings Securities Fund Value Preservation
Inc. Trust Inc. Fund Trust
<S> <C> <C> <C> <C> <C>
Investments at fair value:
Common stock $ - $ - $ - $ - $ -
Other securities 537,955 310,911 3,060,835 1,422,248 25,490,157
Employer contributions receivable 39,999 26,727 116,451 83,543 318,328
Interest receivable - - - - -
Cash - - - - -
Net assets available for plan benefits $577,954 $337,638 $3,177,286 $1,505,791 $25,808,485
</TABLE>
<TABLE>
<CAPTION>
Fund Information
Common Stock Funds
Dresser/ Cash
NL Tremont Fund Total
<S> <C> <C> <C> <C>
Investments at fair value:
Common stock $2,484,223 $325,909 $ - $ 2,810,132
Other securities - - - 30,822,106
Employer contributions receivable 83,430 - - 668,478
Interest receivable - - 2,200 2,200
Cash - - 124 124
Net assets available for plan benefits $2,567,653 $325,909 $2,324 $34,303,040
</TABLE>
SAVINGS PLAN FOR EMPLOYEES OF
NL INDUSTRIES, INC.
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
INFORMATION
Year ended December 31, 1993
<TABLE>
<CAPTION>
Fund Information
Global Federal Capital Basic Retirement
Holdings Securities Fund Value Preservation
Inc. Trust Inc. Fund Trust
<S> <C> <C> <C> <C> <C>
Investment income:
Dividend income:
Baroid Corporation $ - $ - $ - $ - $ -
Other 35,926 18,259 233,324 88,523 -
Interest income - - - - 1,642,521
Total investment income 35,926 18,259 233,324 88,523 1,642,521
Net appreciation (depreciation) in the
fair value of investments 60,843 3,708 179,974 102,257 -
Contributions - participants 92,149 100,863 475,392 314,078 860,391
Total income and contributions 188,918 122,830 888,690 504,858 2,502,912
Net interfund transfers 321,564 9,003 (118,992) 761,553 (980,548)
Distributions:
Benefit payments 248,770 14,443 377,463 440,498 3,361,720
Transfer to joint venture plan 255,041 130,026 503,962 384,718 684,815
Less forfeitures (663) (1,181) (3,042) (2,076) (14,341)
Total distributions 503,148 143,288 878,383 823,140 4,032,194
Net change in net assets available for
plan benefits 7,334 (11,455) (108,685) 443,271 (2,509,830)
Net assets available for plan benefits:
Beginning of year 388,385 290,687 3,105,030 758,621 28,286,632
End of year $395,719 $279,232 $2,996,345 $1,201,892 $25,776,802
</TABLE>
<TABLE>
<CAPTION>
Fund Information
Common Stock Funds
Dresser/ Cash
NL Tremont Fund Total
<S> <C> <C> <C> <C>
Investment income:
Dividend income:
Baroid Corporation $ - $ 8,463 $ - $ 8,463
Other - - - 376,032
Interest income - - 573 1,643,094
Total investment income - 8,463 573 2,027,589
Net appreciation (depreciation) in the
fair value of investments (28,502) 95,538 - 413,818
Contributions - participants 321,281 - - 2,164,154
Total income and contributions 292,779 104,001 573 4,605,561
Net interfund transfers 24,757 2,394 (19,731) -
Distributions:
Benefit payments 101,342 26,289 - 4,570,525
Transfer to joint venture plan 414,687 - - 2,373,249
Less forfeitures (1,366) - - (22,669)
Total distributions 514,663 26,289 - 6,921,105
Net change in net assets available for
plan benefits (197,127) 80,106 (19,158) (2,315,544)
Net assets available for plan benefits:
Beginning of year 1,038,332 299,760 20,085 34,187,532
End of year $ 841,205 $379,866 $ 927 $31,871,988
</TABLE>
SAVINGS PLAN FOR EMPLOYEES OF
NL INDUSTRIES, INC.
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
INFORMATION (CONTINUED)
Year ended December 31, 1994
<TABLE>
<CAPTION>
Fund Information
Global Federal Capital Basic Retirement
Holdings Securities Fund Value Preservation
Inc. Trust Inc. Fund Trust
<S> <C> <C> <C> <C> <C>
Investment income:
Dividend income:
Dresser Industries $ - $ - $ - $ - $ -
Other 21,889 19,274 274,353 87,170 -
Interest income - - - - 1,507,887
Total investment income 21,889 19,274 274,353 87,170 1,507,887
Net appreciation (depreciation) in the
fair value of investments (58,593) (28,859) (258,634) (86,694) -
Contributions:
Participants 73,753 39,762 221,383 163,231 527,648
Employer 39,999 26,727 116,451 83,543 318,328
Total contributions 113,752 66,489 337,834 246,774 845,976
Total income and contributions 77,048 56,904 353,553 247,250 2,353,863
Net interfund transfers 119,672 3,732 7,158 46,939 (226,003)
Distributions:
Benefit payments 14,485 2,728 181,063 (9,199) 2,098,000
Less forfeitures - (498) (1,293) (511) (1,823)
Total distributions 14,485 2,230 179,770 (9,710) 2,096,177
Net change in net assets available for
plan benefits 182,235 58,406 180,941 303,899 31,683
Net assets available for plan benefits:
Beginning of year 395,719 279,232 2,996,345 1,201,892 25,776,802
End of year $577,954 $337,638 $3,177,286 $1,505,791 $25,808,485
</TABLE>
<TABLE>
<CAPTION>
Fund Information
Common Stock Funds
Dresser/ Cash
NL Tremont Fund Total
<S> <C> <C> <C> <C>
Investment income:
Dividend income:
Dresser Industries $ - $ 10,629 $ - $ 10,629
Other - - - 402,686
Interest income - - 1,272 1,509,159
Total investment income - 10,629 1,272 1,922,474
Net appreciation (depreciation) in the
fair value of investments 1,691,218 (17,734) - 1,240,704
Contributions:
Participants 118,965 9,318 125 1,154,185
Employer 83,430 - - 668,478
Total contributions 202,395 9,318 125 1,822,663
Total income and contributions 1,893,613 2,213 1,397 4,985,841
Net interfund transfers 82,594 (34,092) - -
Distributions:
Benefit payments 249,900 22,078 - 2,559,055
Less forfeitures (141) - - (4,266)
Total distributions 249,759 22,078 - 2,554,789
Net change in net assets available for
plan benefits 1,726,448 (53,957) 1,397 2,431,052
Net assets available for plan benefits:
Beginning of year 841,205 379,866 927 31,871,988
End of year $2,567,653 $325,909 $2,324 $34,303,040
</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 received 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, 1994 there were 265 active participants and 661
total 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 ($9,240 annual maximum for
1994). 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.
The Company contributes a discretionary amount of matching contributions,
determined annually, based 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. The transfer was made in the
first quarter of 1994.
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,
1993 1994
<S> <C> <C>
MERRILL LYNCH RETIREMENT PRESERVATION TRUST - managed with the objective of 420 410
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 102 121
objective of seeking capital appreciation and, secondarily, income.
MERRILL LYNCH FEDERAL SECURITIES TRUST - managed with the objective of 44 76
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 186 190
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 59 78
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 in NL common stock. 582 540
</TABLE>
In addition to the six funds above, the Dresser/Tremont Stock Fund
(formerly, the Baroid Stock Fund) holds investments in Dresser Industries and
Tremont common stock. Contributions or transfers into the Dresser/Tremont 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
participant per quarter may affect amounts in the NL Stock Fund. Only one
transfer is permitted out of the Dresser/Tremont 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.
NOTE 3 - INVESTMENTS:
The historical cost and fair value of each of the investments at
December 31, 1993 and 1994 were as follows:
<TABLE>
<CAPTION>
1993 1994
Historical HISTORICAL
Fund description cost Fair value COST FAIR VALUE
<S> <C> <C> <C> <C>
Merrill Lynch Retirement Preservation
Trust $26,461,617 $26,461,617 $25,490,157 $25,490,157
Merrill Lynch Basic Value Fund, Inc. -
Class A Shares 1,480,285 1,586,610 1,407,564 1,422,248
Merrill Lynch Federal Securities Trust 403,223 409,258 332,478 310,911
Merrill Lynch Capital Fund Inc. -
Class A Shares 3,259,162 3,500,307 3,101,508 3,060,835
Merrill Lynch Global Holdings, Inc. -
Class A Shares 604,791 650,760 553,223 537,955
NL Stock Fund 2,723,028 1,255,892 2,279,204 2,484,223
Dresser/Tremont Stock Fund:
Dresser Common Stock - - 147,855 285,337
Baroid Common Stock 153,810 351,364 - -
Tremont Common Stock 34,248 28,502 28,645 40,572
$35,120,164 $34,244,310 $33,340,634 $33,632,238
</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 21, 1995, the market value of the
shares of NL, Dresser and Tremont stock held at December 31, 1994 was
$2,877,762, $338,248 and $53,520, respectively.
Concentration of credit risk
During 1993 and 1994, the Plan's assets were invested principally with
investment funds managed by Merrill Lynch.
NOTE 4 - RELATED PARTY TRANSACTIONS:
The NL Stock Fund and the Dresser/Tremont Stock Fund invest primarily in
the common stock of NL, Dresser and Tremont. The activity of these securities
for the years ended December 31, 1993 and 1994 was as follows:
<TABLE>
<CAPTION>
Sales and Realized
distributions, gain
Purchases at cost (loss)
<S> <C> <C> <C>
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
YEAR ENDED DECEMBER 31, 1994:
NL COMMON STOCK $532,860 $976,684 $19,065
DRESSER COMMON STOCK 10,629 25,901 24,764
TREMONT COMMON STOCK - 5,612 (99)
</TABLE>
NOTE 5 - TAX STATUS:
The Plan, as amended in 1994, is designed to constitute a qualified trust
under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as
amended (the "Code"); 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 as of June 1992, indicating
it is a "Qualified Plan" under the requirements of Sections 401(a) and 401(k) of
the Code and is qualified for favorable tax treatment. The Company has filed an
application with the Internal Revenue Service for a determination of the
qualified status of the Plan under Section 401(a) of the Code for all amendments
made to the Plan since the last determination letter.
SUPPLEMENTAL SCHEDULES
SAVINGS PLAN FOR EMPLOYEES OF NL INDUSTRIES, INC.
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1994
<TABLE>
<CAPTION>
Cost Fair value
<S> <C> <C>
MERRILL LYNCH RETIREMENT PRESERVATION TRUST $25,490,157 $25,490,157
MERRILL LYNCH BASIC VALUE FUND, INC. -
CLASS A SHARES 1,407,564 1,422,248
MERRILL LYNCH FEDERAL SECURITIES TRUST 332,478 310,911
MERRILL LYNCH CAPITAL FUND INC. -
CLASS A SHARES 3,101,508 3,060,835
MERRILL LYNCH GLOBAL HOLDINGS, INC. -
CLASS A SHARES 553,223 537,955
* NL STOCK FUND - COMMON STOCK 2,279,204 2,484,223
DRESSER/TREMONT STOCK FUND - COMMON STOCK:
Dresser Industries 147,855 285,337
* Tremont Corporation 28,645 40,572
176,500 325,909
$33,340,634 $33,632,238
</TABLE>
Note: Cost is determined based on historical cost. Gains and losses on sales of
investments are calculated based on average cost.
* 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, 1994
<TABLE>
<CAPTION>
Number of Purchase Selling
Description of Asset Transactions price price
<S> <C> <C> <C>
Merrill Lynch Retirement
Preservation Trust:
Purchases 121 $2,370,801 $ -
Sales 83 - 2,657,447
</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 $2,370,801 $2,370,801 $ -
Sales 2,657,447 2,657,447 -
</TABLE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the:
(i) 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.;
(ii) Registration Statement No. 33-25913 on Form S-8 and related Prospectus
with respect to the Savings Plan for Employees of NL Industries, Inc.;
(iii) 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
(iv) 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 21, 1995, 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, 1993 and 1994 and the related statements of
changes in net assets available for plan benefits for the years then ended,
which report is included in this Annual Report on Form 11-K.
Coopers & Lybrand L.L.P.
Houston, Texas
June 21, 1995
