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 17, 1998
NL INDUSTRIES, INC.
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(Exact name of registrant as specified in charter)
New Jersey 1-640 13-5267260
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(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
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Not Applicable
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(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
On July 17, 1998, the Registrant issued the press release attached
hereto as Exhibit 99.1 and incorporated herein in its entirety by this
reference, and on July 21, 1998, the Registrant issued the press release
attached hereto as Exhibit 99.2 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 17, 1998.
(ii) Exhibit 99.2. Press Release dated July 21, 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)
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/s/ Dennis G. Newkirk
Dennis G. Newkirk
Vice President & Controller
Dated: July 22, 1998
Contact: Dennis G. Newkirk
(281) 423-3332
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
NL REPORTS SURGE IN EARNINGS
HOUSTON, TEXAS -- July 17, 1998 -- NL Industries, Inc. (NYSE:NL) reported income
from continuing operations for the second quarter of 1998 of $23.4 million, or
$.45 per diluted share, compared to a loss from continuing operations in the
second quarter of 1997 of $3.4 million, or $.07 per diluted share. NL reported
income from continuing operations for the first half of 1998 of $39.8 million,
or $.77 per diluted share, compared to a loss from continuing operations in the
first half of 1997 of $43.6 million, or $.85 per diluted share. Net income for
the second quarter of 1998 was $23.7 million, or $.46 per diluted share,
compared to net income in the second quarter of 1997 of $2.3 million, or $.04
per diluted share. The 1997 results include a first-quarter $30 million noncash
charge, or $.59 per diluted share, related to the 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 1998 was $46.7 million, $29.9 million more than the second
quarter of 1997 on higher TiO2 selling prices and improved production volume.
Kronos' average TiO2 selling prices for the second quarter of 1998 were 18%
higher than the second quarter of 1997 and 3% higher than the first quarter of
1998. Selling prices at the end of the second quarter were 1% higher than the
average for the quarter. Kronos' second quarter sales volume approximated the
record second quarter of 1997 with higher sales volume in Europe offsetting
lower sales volume in Asia. Sales volume in the first six months of 1998 was 1%
higher than the year-earlier period. J. Landis Martin, President and Chief
Executive Officer, stated, "The continued increases in average selling prices,
coupled with our improved TiO2 production performance, resulted in another
outstanding quarter for NL. We believe that demand for TiO2 will remain healthy
in the near-term and we expect industry conditions to continue to improve."
As previously reported, the Company sold its Rheox specialty chemical operations
in the first quarter of 1998 and, as a result of the sale, Rheox's results are
reported as discontinued operations. The extraordinary item in 1998 resulted
from early extinguishment of debt.
NL Industries, Inc. is a major international producer of titanium dioxide
pigments.
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 Six months ended
June 30, June 30,
-------------- ----------------
1997 1998 1997 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues and other income:
Net sales $214.4 $241.6 $418.8 $464.3
Other income, excluding corporate 5.5 1.3 7.2 2.7
------ ------ ------ ------
219.9 242.9 426.0 467.0
Cost of sales 172.8 167.3 340.0 324.3
Selling, general and administrative,
excluding corporate 30.3 28.9 60.5 56.6
----- ----- ----- -----
Operating income 16.8 46.7 25.5 86.1
Corporate income (expense):
Securities earnings .5 4.6 1.2 8.4
Expenses, net (4.9) (3.3) (38.7) (7.5)
Interest expense (16.5) (15.5) (32.7) (31.8)
----- ----- ----- -----
Income (loss) from continuing
operations before income taxes (4.1) 32.5 (44.7) 55.2
Income tax benefit (expense) .7 (9.1) 1.1 (15.4)
----- ----- ----- -----
Income (loss) from continuing
operations (3.4) 23.4 (43.6) 39.8
Discontinued operations - Rheox 5.7 .3 10.1 287.4
Extraordinary item - - - (2.4)
----- ----- ----- -----
Net income (loss) $ 2.3 $ 23.7 $(33.5) $324.8
====== ====== ====== ======
</TABLE>
<PAGE>
NL INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS, Continued
(In millions, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Quarters ended Six months ended
June 30, June 30,
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1997 1998 1997 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Basic earnings per common share:
Continuing operations $ (.07) $ .46 $ (.85) $ .77
Discontinued operations .11 - .20 5.61
Extraordinary item - - - (.05)
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Net income (loss) $ .04 $ .46 $ (.65) $ 6.33
====== ====== ====== ======
Diluted earnings per common share:
Continuing operations $ (.07) $ .45 $ (.85) $ .77
Discontinued operations .11 .01 .20 5.53
Extraordinary item - - - (.05)
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Net income (loss) $ .04 $ .46 $ (.65) $ 6.25
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Shares used in the calculation of
earnings per share:
Basic shares 51.1 51.3 51.1 51.3
Dilutive impact of stock options - .7 - .6
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Diluted shares 51.1 52.0 51.1 51.9
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</TABLE>
Dennis G. Newkirk
(281) 423-3332
EXHIBIT 99.2
FOR IMMEDIATE RELEASE
NL INDUSTRIES, INC. ANNOUNCES THIRD QUARTER DIVIDEND
HOUSTON, TEXAS -- July 21, 1998 -- NL Industries, Inc. (NYSE:NL) announced that
its Board of Directors has declared a regular quarterly dividend of three cents
per share on its common stock, payable September 30, 1998 to shareholders of
record September 16, 1998.
NL Industries, Inc. is a major international producer of titanium dioxide
pigments.
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