UNITED STATES
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 the earliest event reported)
November 18, 2004
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Kronos International, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 333-100047 22-2949593
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
5430 LBJ Freeway, Suite 1700, Dallas, Texas 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)
(Former name or address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
Effective November 18, 2004, the registrant entered into a Purchase
Agreement (the "Purchase Agreement") with Deutsche Bank AG London ("Deutsche
Bank") pursuant to which the registrant will issue and sell to Deutsche Bank
euro 90 million of add-on 8.875% Senior Secured Notes due 2009 at the issue
price of 107% plus accrued interest from and including July 1, 2004 (the "Add-On
Notes"), which issuance and sale is anticipated to be on or about November 26,
2004. Also pursuant to the Purchase Agreement, at the closing of the offering of
the Add-On Notes, the registrant will enter into a Registration Rights Agreement
with Deutsche Bank for the benefit of the holders of the Add-On Notes (the
"Registration Rights Agreement").
The Add-On Notes are being issued and sold as an add-on to the
registrant's previously issued euro 285,000,000 aggregate principal amount of
8.875% Senior Secured Notes due 2009. It is expected that the net proceeds of
the offering will be loaned to Kronos Worldwide, Inc., a Delaware corporation
and sole stockholder of the registrant.
Pursuant to the Purchase Agreement, Deutsche Bank has agreed to resell
the Add-On Notes under the Securities Act of 1933, as amended (the "Securities
Act"), to qualified institutional buyers in the United States of America in
reliance on Rule 144A and to persons outside of the United States in reliance on
Regulation S. The Add-On Notes will not be registered under the Securities Act
and, unless so registered, may not be offered or sold in the United States
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable securities laws.
Pursuant to the Registration Rights Agreement, the registrant will use
its best efforts, and at its cost, to (i) file within 120 days of the issue date
of the Add-On Notes a registration statement to register under the Securities
Act notes of the registrant with terms substantially identical in all material
respects to the Add-On Notes (the "Exchange Notes"), (ii) cause such
registration statement to be declared effective within 270 days of the issue
date of the Add-On Notes and (iii) complete an offer to exchange the Add-On
Notes for the Exchange Notes within 300 days of the issue date of the Add-On
Notes.
The descriptions herein of the Purchase Agreement and the Registration
Rights Agreement are qualified in their entirety, and the terms thereof are
incorporated herein, by reference to the Purchase Agreement and the Registration
Rights Agreement filed as Exhibits 4.4 and 4.5, respectively, to this current
report.
For a description of the terms of, and collateral related to, the
Add-On Notes, please see:
(1) the Indenture governing the 8.875% Senior Secured Notes due
2009, dated as of June 28, 2002, between the registrant and
The Bank of New York, as trustee (which is incorporated herein
by reference to Exhibit 4.1 to the Quarterly Report on Form
10-Q of NL Industries, Inc. (File No. 1-640) for the quarter
ended June 30, 2002 that was filed with the U.S. Securities
and Exchange Commission on August 14, 2002 (the "Form 10-Q"));
(2) Collateral Agency Agreement (shares of Kronos Limited), dated
June 28, 2002, among The Bank of New York, U.S. Bank, N.A. and
the registrant (which is incorporated herein by reference to
Exhibit 4.6 to the Form 10-Q);
(3) Security Over Shares Agreement, dated June 28, 2002, between
the registrant and The Bank of New York (which is incorporated
herein by reference to Exhibit 4.7 to the Form 10-Q);
(4) Pledge of Shares (shares in Kronos Denmark ApS), dated June
28, 2002, between the registrant and U.S. Bank, N.A. (which is
incorporated herein by reference to Exhibit 4.8 to the Form
10-Q);
(5) Pledge Agreement (shares in Societe Industrielle du Titane
S.A.), dated June 28, 2002, between the registrant and U.S.
Bank, N.A (which is incorporated herein by reference to
Exhibit 4.9 to the Form 10-Q); and
(6) Partnership Interest Pledge Agreement (relating to fixed
capital contribution in Kronos Titan GmbH & Co.), dated June
28, 2002, between the registrant and U.S. Bank, N.A. (which is
incorporated herein by reference to Exhibit 4.10 to the Form
10-Q).
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Item No. Exhibit Index
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4.1 Indenture governing the 8.875% Senior
Secured Notes due 2009, dated as of June 28,
2002, between Kronos International, Inc. and
The Bank of New York, as trustee
(incorporated herein by reference to Exhibit
4.1 to the Quarterly Report on Form 10-Q of
NL Industries, Inc. (File No. 1-640) for the
quarter ended June 30, 2002 that was filed
with the U.S. Securities and Exchange
Commission on August 14, 2002).
4.2 Form of certificate of 8.875% Senior Secured
Note due 2009 (incorporated herein by
reference to Exhibit A to Exhibit 4.1 to the
Quarterly Report on Form 10-Q of NL
Industries, Inc. (File No. 1-640) for the
quarter ended June 30, 2002 that was filed
with the U.S. Securities and Exchange
Commission on August 14, 2002).
4.3 Form of certificate of 8.875% Senior Secured
Note due 2009 (incorporated herein by
reference to Exhibit B to Exhibit 4.1 to the
Quarterly Report on Form 10-Q of NL
Industries, Inc. (File No. 1-640) for the
quarter ended June 30, 2002 that was filed
with the U.S. Securities and Exchange
Commission on August 14, 2002).
4.4* Purchase Agreement dated November 18, 2004
between Kronos International, Inc. and
Deutsche Bank AG London. Certain exhibits,
annexes and similar attachments to this
Exhibit 4.4 have not been filed; upon
request, the registrant will furnish
supplementally to the U.S. Securities and
Exchange Commission a copy of any omitted
exhibit, annex or attachment.
4.5* Form of Registration Rights Agreement as of
November 26, 2004 between Kronos
International, Inc. and Deutsche Bank AG
London. Certain exhibits, annexes and
similar attachments to this Exhibit 4.5 have
not been filed; upon request, the registrant
will furnish supplementally to the U.S.
Securities and Exchange Commission a copy of
any omitted exhibit, annex or attachment.
4.6 Collateral Agency Agreement, dated June 28,
2002, among The Bank of New York, U.S. Bank,
N.A. and Kronos International, Inc. (which
is incorporated herein by reference to
Exhibit 4.6 to the Quarterly Report on Form
10-Q of NL Industries, Inc. (File No. 1-640)
for the quarter ended June 30, 2002 that was
filed with the U.S. Securities and Exchange
Commission on August 14, 2002).
4.7 Security Over Shares Agreement, dated June
28, 2002, between Kronos International, Inc.
and The Bank of New York (which is
incorporated herein by reference to Exhibit
4.7 to the Quarterly Report on Form 10-Q of
NL Industries, Inc. (File No. 1-640) for the
quarter ended June 30, 2002 that was filed
with the U.S. Securities and Exchange
Commission on August 14, 2002).
4.8 Pledge of Shares (shares in Kronos Denmark
ApS), dated June 28, 2002, between Kronos
International, Inc. and U.S. Bank, N.A.
(which is incorporated herein by reference
to Exhibit 4.8 to the Quarterly Report on
Form 10-Q of NL Industries, Inc. (File No.
1-640) for the quarter ended June 30, 2002
that was filed with the U.S. Securities and
Exchange Commission on August 14, 2002).
4.9 Pledge Agreement (shares in Societe
Industrielle du Titane S.A.), dated June 28,
2002, between Kronos International, Inc. and
U.S. Bank, N.A (which is incorporated herein
by reference to Exhibit 4.9 to the Quarterly
Report on Form 10-Q of NL Industries, Inc.
(File No. 1-640) for the quarter ended June
30, 2002 that was filed with the U.S.
Securities and Exchange Commission on August
14, 2002).
4.10 Partnership Interest Pledge Agreement
(relating to fixed capital contribution in
Kronos Titan GmbH & Co.), dated June 28,
2002, between Kronos International, Inc. and
U.S. Bank, N.A. (which is incorporated
herein by reference to Exhibit 4.10 to the
Quarterly Report on Form 10-Q of NL
Industries, Inc. (File No. 1-640) for the
quarter ended June 30, 2002 that was filed
with the U.S. Securities and Exchange
Commission on August 14, 2002).
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* Filed herewith.
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 hereunto duly authorized.
KRONOS INTERNATIONAL, INC.
(Registrant)
By: /s/ Gregory M. Swalwell
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Gregory M. Swalwell
Vice President, Finance
and Chief Financial
Officer
Date: November 24, 2004
INDEX TO EXHIBITS
Exhibit No. Description
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4.1 Indenture governing the 8.875% Senior Secured Notes due 2009,
dated as of June 28, 2002, between Kronos International, Inc.
and The Bank of New York, as trustee (incorporated herein by
reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q
of NL Industries, Inc. (File No. 1-640) for the quarter ended
June 30, 2002 that was filed with the U.S. Securities and
Exchange Commission on August 14, 2002).
4.2 Form of certificate of 8.875% Senior Secured Note due 2009
(incorporated herein by reference to Exhibit A to Exhibit 4.1
to the Quarterly Report on Form 10-Q of NL Industries, Inc.
(File No. 1-640) for the quarter ended June 30, 2002 that was
filed with the U.S. Securities and Exchange Commission on
August 14, 2002).
4.3 Form of certificate of 8.875% Senior Secured Note due 2009
(incorporated herein by reference to Exhibit B to Exhibit 4.1
to the Quarterly Report on Form 10-Q of NL Industries, Inc.
(File No. 1-640) for the quarter ended June 30, 2002 that was
filed with the U.S. Securities and Exchange Commission on
August 14, 2002).
4.4* Purchase Agreement dated November 18, 2004 between Kronos
International, Inc. and Deutsche Bank AG London. Certain
exhibits, annexes and similar attachments to this Exhibit 4.4
have not been filed; upon request, the registrant will furnish
supplementally to the U.S. Securities and Exchange Commission
a copy of any omitted exhibit, annex or attachment.
4.5* Form of Registration Rights Agreement as of November 26, 2004
between Kronos International, Inc. and Deutsche Bank AG
London. Certain exhibits, annexes and similar attachments to
this Exhibit 4.5 have not been filed; upon request, the
registrant will furnish supplementally to the U.S. Securities
and Exchange Commission a copy of any omitted exhibit, annex
or attachment.
4.6 Collateral Agency Agreement, dated June 28, 2002, among The
Bank of New York, U.S. Bank, N.A. and Kronos International,
Inc. (which is incorporated herein by reference to Exhibit 4.6
to the Quarterly Report on Form 10-Q of NL Industries, Inc.
(File No. 1-640) for the quarter ended June 30, 2002 that was
filed with the U.S. Securities and Exchange Commission on
August 14, 2002).
4.7 Security Over Shares Agreement, dated June 28, 2002, between
Kronos International, Inc. and The Bank of New York (which is
incorporated herein by reference to Exhibit 4.7 to the
Quarterly Report on Form 10-Q of NL Industries, Inc. (File No.
1-640) for the quarter ended June 30, 2002 that was filed with
the U.S. Securities and Exchange Commission on August 14,
2002).
4.8 Pledge of Shares (shares in Kronos Denmark ApS), dated June
28, 2002, between Kronos International, Inc. and U.S. Bank,
N.A. (which is incorporated herein by reference to Exhibit 4.8
to the Quarterly Report on Form 10-Q of NL Industries, Inc.
(File No. 1-640) for the quarter ended June 30, 2002 that was
filed with the U.S. Securities and Exchange Commission on
August 14, 2002).
4.9 Pledge Agreement (shares in Societe Industrielle du Titane
S.A.), dated June 28, 2002, between Kronos International, Inc.
and U.S. Bank, N.A (which is incorporated herein by reference
to Exhibit 4.9 to the Quarterly Report on Form 10-Q of NL
Industries, Inc. (File No. 1-640) for the quarter ended June
30, 2002 that was filed with the U.S. Securities and Exchange
Commission on August 14, 2002).
4.10 Partnership Interest Pledge Agreement (relating to fixed
capital contribution in Kronos Titan GmbH & Co.), dated June
28, 2002, between Kronos International, Inc. and U.S. Bank,
N.A. (which is incorporated herein by reference to Exhibit
4.10 to the Quarterly Report on Form 10-Q of NL Industries,
Inc. (File No. 1-640) for the quarter ended June 30, 2002 that
was filed with the U.S. Securities and Exchange Commission on
August 14, 2002).
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* Filed herewith.