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): October 17, 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 October 17, 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 October 17, 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: October 20, 1997
<PAGE>
Dennis G. Newkirk
(281) 423-3332
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
NL REPORTS THIRD QUARTER EARNINGS
HOUSTON, TEXAS -- October 17, 1997 -- NL Industries, Inc. (NYSE:NL) reported net
income for the third quarter of 1997 of $9.8 million, or $.19 per share,
compared to a net loss in the third quarter of 1996 of $4.2 million, or $.08 per
share. NL reported a net loss in the first nine months of 1997 of $23.6 million,
or $.46 per share, compared to net income in the first nine months of 1996 of
$21.1 million, or $.41 per share. 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
third quarter of 1997 was $24.9 million, $15.2 million more than the third
quarter of 1996, including income of $9.7 million resulting from refunds of
German franchise taxes from prior years. Kronos' average TiO2 selling prices for
the third quarter of 1997 were 1% higher than the third quarter of 1996 and 3%
higher than the second quarter of 1997. Selling prices at the end of the third
quarter of 1997 were 2% higher than the average for the quarter. Kronos achieved
record third quarter sales volumes reflecting continued strong TiO2 demand,
particularly in Europe. Kronos' third quarter and nine month sales volumes
increased 7% and 12%, respectively, from the year-earlier periods. The Company
expects further increases in its TiO2 selling prices during the fourth quarter
of 1997.
Rheox's operating income of $12.3 million in the third quarter of 1997 was $2.5
million higher than the year-earlier period due to higher sales and production
volumes.
Corporate expenses, net in the first nine months of 1997 includes the
firstquarter $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
production 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. Actual results could differ
materially from those forecasted or expected.
<PAGE>
NL INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Quarters ended Nine months ended
September 30, September 30,
1996 1997 1996 1997
<S> <C> <C> <C> <C>
Net sales
Kronos $215.1 $210.4 $649.7 $629.2
Rheox 33.4 37.8 102.4 111.3
------ ------ ------ ------
$248.5 $248.2 $752.1 $740.5
====== ====== ====== ======
Operating income
Kronos $ 9.7 $ 24.9 $ 64.6 $ 50.4
Rheox 9.8 12.3 32.9 34.6
------ ------ ------ ------
Operating income 19.5 37.2 97.5 85.0
General corporate income (expense):
Expenses, net (4.5) (5.2) (8.8) (43.0)
Interest expense (18.5) (19.5) (56.1) (57.9)
------ ------ ------ ------
Income (loss) before income taxes (3.5) 12.5 32.6 (15.9)
Income tax expense (.7) (2.7) (11.5) (7.7)
------ ------ ------ ------
Net income (loss) $ (4.2) $ 9.8 $ 21.1 $(23.6)
====== ====== ====== ======
Per share of common stock $ (.08) $ .19 $ .41 $ (.46)
====== ====== ====== ======
Weighted average common shares
outstanding 51.1 51.6 51.4 51.1
====== ====== ====== ======
</TABLE>
