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): April 26, 1999
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
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On April 26, 1999, 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 April 26, 1999.
* * * * *
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/Robert D. Hardy
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Robert D. Hardy
Vice President & Controller
Dated: April 26, 1999
Susan E. Alderton
Chief Financial Officer
(281) 423-3332
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
NL REPORTS FIRST QUARTER RESULTS
HOUSTON, TEXAS -- April 26, 1999 -- NL Industries, Inc. (NYSE:NL) reported
income from continuing operations for the first quarter of 1999 of $13.9
million, or $.27 per diluted share, compared to income from continuing
operations in the first quarter of 1998 of $16.3 million, or $.31 per diluted
share.
Operating income of Kronos' titanium dioxide pigments ("TiO2") business in the
first quarter of 1999 was $31.0 million, $8.4 million less than the first
quarter of 1998, primarily due to lower production and sales volumes, partially
offset by higher average selling prices. Kronos' first-quarter sales volume
decreased 16% from the record sales volume in the first quarter of 1998 as
worldwide demand weakened, particularly in Europe. In response to this lower
demand, the Company reduced its production rates to more closely match its sales
volumes. Kronos' average selling prices during the first quarter of 1999 were 5%
higher than the first quarter of 1998 and were even with the third and fourth
quarters of 1998.
Interest expense in the first quarter of 1999 was $6.6 million less than the
first quarter of 1998 due to significantly lower levels of outstanding debt.
The Company's net debt at March 31, 1999 was $225 million (total debt of $377
million less cash of $152 million).
Discontinued operations in 1998 represent the Company's former specialty
chemical operations which were sold in January 1998.
A conference call for the investment community is scheduled for April 26, 1999
at 10:00 a.m., EDT. Mr. J. Landis Martin will host the call. Participants can
access the call by dialing 1-888-810-3143 (domestic) and 212-547-0478
(international). The passcode is NL Earnings. A taped replay of the call will be
available one hour after the conference call through May 7, 1999 by calling
1-800-839-2204 (domestic) and 402-998-0550 (international), and using access
code 56489.
NL Industries, Inc. is a major international producer of titanium dioxide
pigments.
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The statements in this release relating to matters that are not historical facts
are forward-looking statements that are based on management's beliefs and
assumptions made by management based on currently available information.
Although the Company believes that the expectations reflected in such forward-
looking statements are reasonable, it cannot assure that these expectations will
prove to be correct. Such statements 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, possible disruptions of normal business activities from
Year 2000 issues, and other risks and uncertainties detailed in the Company's
Securities and Exchange Commission filings. Should one or more of these risks
materialize, or should the underlying assumptions prove incorrect, actual
results could differ materially from those forecasted or expected. The Company
assumes no duty to update any forward-looking statements.
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NL INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Quarters ended
March 31,
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1998 1999
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<S> <C> <C>
REVENUES AND OTHER INCOME:
Net sales $222.6 $201.6
Other income, excluding corporate 1.4 3.7
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224.0 205.3
Cost of sales 156.9 147.0
Selling, general and administrative, excluding corporate 27.7 27.3
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OPERATING INCOME 39.4 31.0
Corporate income (expense):
Securities earnings 3.8 1.6
Expenses, net (4.2) (4.2)
Interest expense (16.4) (9.8)
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Income from continuing operations before income
taxes 22.6 18.6
Income tax expense 6.3 4.7
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INCOME FROM CONTINUING OPERATIONS 16.3 13.9
Discontinued operations 287.0 -
Extraordinary item - early extinguishment of debt (2.3) -
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NET INCOME $301.0 $13.9
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</TABLE>
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NL INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME, Continued
(In millions, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Quarters ended
March 31,
---------------
1998 1999
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<S> <C> <C>
Basic earnings per share:
Continuing operations $ .32 $ .27
Discontinued operations 5.60 -
Extraordinary item (.05) -
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Net income $5.87 $ .27
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Diluted earnings per share:
Continuing operations $ .31 $ .27
Discontinued operations 5.54 -
Extraordinary item (.05) -
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Net income $5.80 $ .27
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SHARES USED IN THE CALCULATION OF EARNINGS PER SHARE:
Basic shares 51.3 51.8
Dilutive impact of stock options .6 .1
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Diluted shares 51.9 51.9
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</TABLE>
