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): July 25, 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 July 25, 1996, the Registrant issued the press releases attached hereto
as Exhibit 99.1 and Exhibit 99.2, respectively, and incorporated herein in their
entirety by this reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
(i) Exhibit 99.1 Press Release dated July 25, 1996.
(ii) Exhibit 99.2 Press Release dated July 25, 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: July 29, 1996
Dennis G. Newkirk
(713) 423-3332
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
NL REPORTS SECOND QUARTER EARNINGS
HOUSTON, TEXAS -- July 25, 1996 -- NL Industries, Inc. (NYSE:NL) reported net
income for the second quarter of 1996 of $11.9 million, or $.23 per share, on
sales of $263 million compared to net income in the second quarter of 1995 of
$21.0 million, or $.41 per share, on sales of $283 million. Net income in the
first half of 1996 was $25.4 million, or $.49 per share, on sales of $504
million, compared to net income in the first half of 1995 of $34.1 million, or
$.66 per share, on sales of $534 million. Net income decreased compared to the
year-earlier periods primarily due to lower average TiO2 selling prices and
lower production volumes.
Operating income of Kronos' titanium dioxide pigments ("TiO2") business in the
second quarter of 1996 was $25.4 million, $21.7 million less than the second
quarter of 1995, on an 8% decrease in sales. Kronos' average TiO2 selling prices
for the second quarter of 1996 were 7% lower than the second quarter of 1995 and
6% lower than the first quarter of 1996. Selling prices at the end of the
second quarter of 1996 were 2% lower than the average for the quarter. Kronos'
second quarter sales volumes increased 4% compared with the second quarter of
1995 due to improved U.S. sales volumes.
Rheox's operating income of $10.7 million in the second quarter of 1996 was
slightly higher than the year-earlier period due to higher sales volumes.
Rheox's operating income in the first half of 1996 includes a first-quarter $2.7
million gain related to the reduction of certain U.S. employee pension
benefits.
Net corporate expenses in the second quarter of 1996 includes a $2.8 million
gain related to the settlement of certain litigation in which the Company was a
plaintiff.
Based on the current TiO2 industry outlook, the Company expects that its
earnings for the third and fourth quarters of 1996 will be significantly lower
than for the second quarter.
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)
<TABLE>
Quarters ended Six months ended
June 30, June 30,
1995 1996 1995 1996
<S> <C> <C> <C> <C>
NET SALES
Kronos $249.4 $228.3 $466.7 $434.6
Rheox 34.1 34.9 67.6 69.0
$283.5 $263.2 $534.3 $503.6
Operating income
Kronos $ 47.1 $ 25.4 $ 79.5 $ 54.9
Rheox 10.4 10.7 20.0 23.1
OPERATING INCOME 57.5 36.1 99.5 78.0
General corporate income (expense):
Securities earnings 2.0 1.1 4.4 2.4
Expenses, net (8.2) (1.7) (12.8) (6.6)
Interest expense (21.1) (18.5) (41.7) (37.6)
Income before income taxes 30.2 17.0 49.4 36.2
Income tax expense (9.1) (5.1) (14.8) (10.8)
Minority interest (.1) - (.5) -
NET INCOME $ 21.0 $ 11.9 $ 34.1 $ 25.4
Per share of common stock $ .41 $ .23 $ .66 $ .49
Weighted average common shares
outstanding 51.6 51.5 51.5 51.5
</TABLE>
Joseph S. Compofelice
(713) 423-3303
EXHIBIT 99.2
FOR IMMEDIATE RELEASE
NL INDUSTRIES, INC. ANNOUNCES THIRD QUARTER DIVIDEND
HOUSTON, TEXAS -- July 25, 1996 -- NL Industries, Inc. (NYSE:NL) announced that
its Board of Directors has declared its regular dividend of ten cents per share
on its common stock, payable September 30, 1996 to shareholders of record
September 16, 1996.
NL Industries, Inc. is a major international producer of titanium dioxide
pigments and specialty chemicals.
# # #
