NL INDUSTRIES INC
8-K, 2000-04-20
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): April 18, 2000


                       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 April 18, 2000,  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 18, 2000.



                      *      *      *      *      *




                                 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
                                                   ------------------
                                                   Robert D. Hardy
                                                   Vice President & Controller



Dated: April 20, 2000






                                                             Susan E. Alderton
                                                                (281) 423-3332



                                                                  EXHIBIT 99.1



FOR IMMEDIATE RELEASE

                     NL REPORTS STRONG FIRST QUARTER RESULTS
                      ON RECORD FIRST QUARTER SALES VOLUME


HOUSTON,  TEXAS -- April 18, 2000 -- NL Industries,  Inc. (NYSE:NL) reported net
income  for the first  quarter  of 2000 of $23.7  million,  or $.46 per  diluted
share,  compared to net income in the first quarter of 1999 of $13.9 million, or
$.27 per diluted share.

Operating income of Kronos' titanium dioxide pigments  ("TiO2")  business in the
first quarter of 2000  increased 49% to $46.2 million  compared to $31.0 million
in the first quarter of 1999. The improved  operating income is primarily due to
record  first-quarter  sales  volume  and  strong  production  volume.   Kronos'
first-quarter  sales volume increased 24% from the first quarter of 1999 and was
even with the fourth quarter of 1999,  reflecting sustained strong demand in all
major regions. The Company's first-quarter 2000 production volume was 16% higher
than the comparable  1999 period with operating  rates near full capacity versus
86% capacity  utilization in the first quarter of 1999.  Kronos' average selling
prices during the first quarter of 2000 were even with the first quarter of 1999
and were 3% higher than the fourth quarter of 1999.

J. Landis Martin,  President and Chief Executive Officer, stated, "The Company's
first-quarter  operating rates continued to be high to support the strong demand
for TiO2  which  reduced  our per unit cost  from the  year-earlier  period  and
resulted in an  outstanding  quarter for NL, our best first  quarter since 1990.
During the quarter,  we were able to increase  prices and we announced new price
increases in Europe,  effective in the second  quarter  2000.  As we go into our
seasonally  strong second quarter,  TiO2 industry  fundamentals  are good and we
believe that demand for TiO2 will remain  strong in the  near-term  resulting in
continued upward pressure on selling prices."

Interest  expense in the first quarter of 2000 was $1.9 million less than in the
first  quarter  of 1999 due to  reduced  levels  of  outstanding  debt and lower
European borrowing rates.

The  Company's  net debt at March 31, 2000 was $148 million  (total debt of $299
million less cash of $151 million).

A conference  call for the investment  community is scheduled for April 18, 2000
at 11:30 a.m., (EDT). Mr. J. Landis Martin will host the call.  Participants can
access  the  call  by  dialing   800-230-  1951   (domestic)  and   612-288-0337
(international). The passcode is NL Earnings. A taped replay of the call will be
available after 2:30 p.m.,  (EDT), the day of the call through April 25, 2000 by
calling  800-475-6701  (domestic) and  320-365-3844  (international),  and using
access code 511843.



<PAGE>



The call will also be broadcast live on the Internet at StreetEvents.com  and an
online replay will be available approximately one hour after the call.

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

The  statements  in this  release  (and  statements  made in the  call  with the
investment  community  referred  to  above)  relating  to  matters  that are not
historical facts are  forward-looking  statements that are based on management's
beliefs   and   assumptions   based   on   currently   available    information.
Forward-looking  statements  can be  identified  by the  use of  words  such  as
"believes,"  "intends,"  "may," "will,"  "should,"  "anticipates"  or comparable
terminology or by discussions  of strategy.  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  substantial  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.  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.



<PAGE>


                                  NL INDUSTRIES, INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME

                          (In millions, except per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                              Quarters ended
                                                                 March 31,
                                                             ----------------
                                                             1999        2000
                                                             ----        ----
<S>                                                         <C>         <C>
Revenues and other income:
  Net sales                                                 $201.6      $231.0
  Other income, excluding corporate                            3.7         1.7
                                                            ------      ------
                                                             205.3       232.7

Cost of sales                                                147.0       159.3
Selling, general and administrative, excluding corporate      27.3        27.2
                                                            ------      ------

    Operating income                                          31.0        46.2

Corporate income (expense):
  Securities earnings                                          1.6         1.7
Expenses, net                                                 (4.2)       (5.0)
Interest expense                                              (9.8)       (7.9)
                                                            ------      ------

    Income before income taxes and minority interest          18.6        35.0

Income tax expense                                             4.7        11.2
                                                            ------      ------

    Income before minority interest                           13.9        23.8

Minority interest                                                -          .1
                                                            ------      ------


    Net income                                             $  13.9     $  23.7
                                                           =======     =======

Earnings per share - net income:
  Basic                                                    $    .27    $    .47
                                                           ========    ========
  Diluted                                                  $    .27    $    .46
                                                           ========    ========

Shares used in the calculation of earnings per share:
  Basic shares                                                 51.8        50.9
  Dilutive impact of stock options                               .1          .3
                                                           --------    --------
  Diluted shares                                               51.9        51.2
                                                           ========    ========

</TABLE>


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