SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 22, 1997
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 (281) 423-3300
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
On July 22, 1997, 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 July 22, 1997.
* * * * *
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 24, 1997
<PAGE>
Dennis G. Newkirk
(281) 423-3332
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
NL RETURNS TO PROFITABILITY
HOUSTON, TEXAS -- July 22, 1997 -- NL Industries, Inc. (NYSE:NL) reported net
income for the second quarter of 1997 of $2.3 million, or $.04 per share,
compared to net income in the second quarter of 1996 of $11.9 million, or $.23
per share. NL reported a net loss in the first half of 1997 of $33.5 million, or
$.65 per share, compared to net income in the first half of 1996 of $25.4
million, or $.49 per share on comparable net sales. The 1997 results include a
first-quarter $30 million noncash charge, or $.59 per share, related to NL's
adoption of the AICPA's Statement of Position No. 96-1, "Environmental
Remediation Liabilities."
Operating income of Kronos' titanium dioxide pigments ("TiO2") business in the
second quarter of 1997 was $16.8 million, $8.6 million less than the second
quarter of 1996, but up $8.1 million over the first quarter of 1997. Kronos'
average TiO2 selling prices for the second quarter of 1997 were 3% higher than
the first quarter of 1997 and 8% lower than the second quarter of 1996. Selling
prices at the end of the second quarter of 1997 were 1% higher than the average
for the quarter. Kronos achieved record second quarter sales volumes reflecting
continued strong TiO2 demand. Kronos' second quarter and six month sales volumes
increased 9% and 14%, respectively, from the year-earlier periods, with higher
sales volumes worldwide. Kronos' operating income in the second quarter of 1997
includes a $2.7 million gain related to the sale of surplus assets. The Company
expects further increases in its TiO2 selling prices during the second half of
1997.
Rheox's operating income of $12.2 million in the second quarter of 1997 was $1.5
million higher than the year-earlier period due to higher sales volumes and
selling prices. Rheox's operating income in the first half of 1997 was $1.9
million higher than the 1996 period, excluding a first-quarter 1996 $2.7 million
gain related to the reduction of certain U.S. employee pension benefits.
Corporate expenses, net in the first half of 1997 includes the first-quarter $30
million noncash charge mentioned above.
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 and political conditions, global TiO2
productive capacity and the amount and timing of capacity changes, competitive
products and prices, and other risks and uncertainties detailed in the Company's
Securities and Exchange Commission filings.
<PAGE>
NL INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Quarters ended Six months ended
June 30, June 30,
1996 1997 1996 1997
<S> <C> <C> <C> <C>
Net sales
Kronos $228.3 $214.4 $434.6 $418.8
Rheox 34.9 38.4 69.0 73.5
------ ------ ------ ------
$263.2 $252.8 $503.6 $492.3
====== ====== ====== ======
Operating income
Kronos $ 25.4 $ 16.8 $ 54.9 $ 25.5
Rheox 10.7 12.2 23.1 22.3
------ ------ ------ ------
Operating income 36.1 29.0 78.0 47.8
General corporate income (expense):
Expenses, net (.6) (4.6) (2.2) (37.8)
Interest expense (18.5) (19.4) (37.6) (38.4)
------ ------ ------ ------
Income before income taxes 17.0 5.0 36.2 (28.4)
Income tax expense (5.1) (2.7) (10.8) (5.1)
------ ------ ------ ------
Net income $ 11.9 $ 2.3 $ 25.4 $(33.5)
====== ====== ====== ======
Per share of common stock $ .23 $ .04 $ .49 $ (.65)
====== ====== ====== ======
Weighted average common shares
outstanding 51.5 51.1 51.5 51.1
====== ====== ====== ======
</TABLE>
