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): May 20, 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
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(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 May 20, 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 May 20, 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: May 22, 1998
John St. Wrba
Assistant Treasurer
(281) 423-3337
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
NL INDUSTRIES ANNOUNCES TENDER OFFERS FOR NOTES
HOUSTON, TEXAS -- May 20, 1998 -- NL Industries, Inc. (NYSE: NL) announced today
that it has commenced 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 and accreted value of its outstanding 13% Senior Secured Discount
Notes due 2005 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. As of May 19, 1998, the
accreted value of the Discount Notes was 95.05% per $100 principal amount.
The Company is making this "Asset Sale Offer" as set forth in the respective
Indentures governing the Senior Notes and the Discount Notes as a result of the
sale by the Company's wholly-owned subsidiary, Rheox, Inc. (subsequently named
NL Capital Corporation), of its specialty chemical operations. The offer amount
of $181.6 million is equal to the Net Cash Proceeds from the Rheox sale less
repayments of Senior Debt of the Company permitted under the Indentures and is
deemed to be "Excess Specified Non-Collateral Proceeds." Although the Company is
entitled to wait up to 300 days after a transaction giving rise to Excess
Specified Non-Collateral Proceeds before making an Asset Sale Offer, the Company
has elected at this time to make the offers.
The offers will expire at 5:00 p.m., New York City time, on Wednesday, June 17,
1998, unless extended. The offers are conditioned upon NL Capital not having
used the offer amount to reinvest in productive assets or to permanently reduce
senior debt of the Company or any of its restricted subsidiaries as permitted
pursuant to the terms of the Indentures and upon the satisfaction or waiver of
the general conditions set forth in the Offers to Purchase dated May 19, 1998.
The depositary for the Senior Notes is The Chase Manhattan Bank and the
depositary for the Discount Notes is State Street Bank and Trust Company.
The information agent for the offers to purchase is MacKenzie Partners, Inc. The
information agent's address is 156 Fifth Avenue, New York, New York 10010 and
telephone numbers are (800) 322-2885 (toll free) or (212) 929-5500 (call
collect).
The Company is mailing copies of the Offers to Purchase and related letters of
transmittal to all registered holders of its Senior Notes and all holders of its
Discount Notes. In addition, copies may be obtained from the information agent.
NL Industries, Inc. is a major international producer of titanium dioxide
pigments.
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