NL INDUSTRIES INC
8-K, 1998-06-19
INDUSTRIAL INORGANIC CHEMICALS
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                       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): June 18, 1998


                       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 June 18, 1998,  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 June 18, 1998.



                                          *      *      *      *      *




                                    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: June 19, 1998

<PAGE>


                                                                  John St. Wrba
                                                            Assistant Treasurer
                                                                   281-423-3337

                                                                   EXHIBIT 99.1


FOR IMMEDIATE RELEASE


                             NL Industries Announces
                      Completion of Tender Offers for Notes


     HOUSTON,  TEXAS - June 18, 1998- NL Industries,  Inc. (NYSE:  NL) announced
today the  results  of its offers to  purchase  on a pro rata basis up to $181.6
million  aggregate  principal  amount of its outstanding  11-3/4% Senior Secured
Notes due 2003 (Senior Notes) and accreted value of its  outstanding  13% Senior
Secured  Discount  Notes due 2005  (Discount  Notes),  for a cash purchase price
equal to (i) in the  case of the  Senior  Notes,  100% of the  principal  amount
thereof,  plus accrued and unpaid  interest,  if any, to the Purchase  Date, and
(ii) in the case of the Discount Notes, 100% of the accreted value thereof as of
the Purchase  Date. The offers expired at 5:00 p.m. (New York City time) on June
17, 1998, and were not extended.

     Based on final reports  provided by each of The Chase Manhattan Bank, N.A.,
as depositary for the Senior Notes,  and State Street Bank & Trust  Company,  as
depositary for the Discount  Notes,  bondholders  had tendered and not withdrawn
(i) $6.0 million  principal  amount of Senior  Notes,  and (ii) $.1 million face
amount ($.1 million  accreted value as of the Purchase Date) of Discount  Notes,
all of which the Company accepted for purchase.

     Following the Company's purchase of the Notes, approximately $244.0 million
principal  amount of the Senior  Notes and  $175.2  million  face  amount of the
Discount Notes remain outstanding.

     NL Industries,  Inc. is a major international  producer of titanium dioxide
pigments.


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