SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
December 8, 2003
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(Date of Report, date of earliest event reported)
NL INDUSTRIES, INC.
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(Exact name of Registrant as specified in its charter)
New Jersey 1-640 13-5267260
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
5430 LBJ Freeway, Suite 1700, Dallas, TX 75240-2697
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(Address of principal executive offices) (Zip Code)
(972)233-1700
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(Registrant's telephone number, including area code)
Item 2: Acquisition or Disposition of Assets
On December 8, 2003, NL Industries, Inc. ("NL") completed the distribution
to its shareholders of one share of common stock of Kronos Worldwide, Inc.
("Kronos"), previously a wholly-owned subsidiary of NL, for every two shares of
NL common stock outstanding as of the close of business on November 17, 2003. NL
distributed approximately 23.9 million shares of Kronos' common stock,
representing approximately 48.8% of the outstanding stock of Kronos. Immediately
prior to the distribution of the shares of Kronos common stock, Kronos
distributed a $200 million promissory note payable by Kronos to NL.
Reference is made to the Information Statement filed by Kronos for a
discussion of the transactions described above, a copy of which is filed as
Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.
At September 30, 2003, Valhi, Inc. ("Valhi") and Tremont LLC ("Tremont"), a
wholly-owned subsidiary of Valhi, own an aggregate of approximately 85% of the
outstanding shares of common stock of NL. Valhi, Tremont and NL are members of
the same consolidated tax group for U.S. federal income tax purposes. NL is a
party to a tax sharing agreement with Valhi pursuant to which NL generally
computes its provision for income taxes on a separate-company basis, and NL
makes payments to or receives payments from Valhi in amounts that it would have
paid to or received from the U.S. Internal Revenue Service had NL not been a
member of such consolidated tax group. Prior to completion of the distribution
by NL to its shareholders of 48.8% of the outstanding shares of common stock of
Kronos, Kronos and its qualifying subsidiaries were members of NL's tax group.
Following completion of the distribution, Kronos and its qualifying subsidiaries
are no longer be members of NL's tax group, but Kronos and its qualifying
subsidiaries will remain members of the same tax group of which Valhi and
Tremont are members. The distribution by NL to its shareholders of 48.8% of the
outstanding shares of common stock of Kronos is taxable to NL, and NL is
required to recognize a taxable gain equal to the difference between the fair
market value of the shares of Kronos common stock distributed ($17.25 per share,
equal to the closing market price of Kronos' common stock on December 8, 2003)
and NL's adjusted tax basis in such stock at the date of distribution. With
respect to the shares of Kronos distributed to Valhi and Tremont (20.2 million
shares in the aggregate), effective December 1, 2003, Valhi and NL amended the
terms of their tax sharing agreement to not require NL to pay up to Valhi the
tax liability generated from the distribution of such Kronos shares to Valhi and
Tremont, since the tax on that portion of the gain is deferred at the Valhi
level due to Valhi, Tremont and NL being members of the same tax group.
Reference is made to the Amended Tax Agreement between Valhi and NL dated as of
December 1, 2003, a copy of which is filed as Exhibit 10.1 to this Form 8-K and
is incorporated herein by reference.
Item 7: Financial Statements, Pro Forma Financial Information and Exhibits
(b) Pro forma financial information
Pro forma condensed consolidated financial statements of the
Registrant, which present the pro forma effects of the
transactions described in Item 2 above, assuming such
transactions had occurred as of the dates set forth in the
accompanying notes, are included herein as Exhibit 99.1.
(c) Exhibit
Item No. Exhibit Index
10.1 Amended Tax Agreement between Valhi,
Inc. and NL Industries, Inc. dated as of
December 1, 2003.
99.1 Pro forma financial information of the
Registrant.
99.2 Information Statement dated November 10,
2003 - incorporated by reference to
Exhibit 99.1 to Amendment No. 4 to the
General Form for Registration of
Securities on Form 10 (File No. 1-31763)
filed by Kronos Worldwide, Inc. with the
Securities and Exchange Commission on
November 14, 2003.
SIGNATURES
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 hereunto duly authorized.
NL INDUSTRIES, INC.
(Registrant)
By: /s/ Gregory M. Swalwell
Gregory M. Swalwell
Vice President, Finance
Date: December 23, 2003