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)
September 24, 2004
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, Texas 75240-2697
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(972) 233-1700
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 2.01 Completion of Acquisition or Disposition of Assets.
On September 24, 2004, NL Industries, Inc. ("NL") completed the
acquisition of an aggregate of 10,374,000 shares of the outstanding common stock
of CompX International Inc. ("CompX"), representing approximately 68% of the
total outstanding shares of common stock of CompX, that had been owned by Valhi,
Inc. ("Valhi") and Valhi's wholly owned subsidiary, Valcor, Inc. ("Valcor"), at
a purchase price of $16.25 per share, or an aggregate of approximately $168.6
million. A description of the terms of the acquisition is incorporated herein by
reference to the Stock Purchase Agreement dated September 24, 2004 among NL,
Valhi and Valcor that is filed as Exhibit 10.1 to this Current Report on Form
8-K. The purchase price was paid by NL's transfer to Valhi and Valcor of $168.6
million of NL's $200 million long-term note receivable from Kronos Worldwide,
Inc., an affiliate of NL and Valhi. A description of the two promissory notes
payable to Valhi and Valcor is incorporated herein by reference to Exhibits 99.1
and 99.2, respectively, to this Current Report on Form 8-K. Valhi and another
wholly owned subsidiary of Valhi own an aggregate of approximately 83% of NL's
outstanding common stock. On May 20, 2004, NL announced that it had established
a Special Committee of its Board of Directors comprised of directors who are not
affiliated with Valhi to consider a possible transaction. Cypress Associates LLC
served as financial advisor to NL's Special Committee and rendered an opinion to
the Special Committee that the purchase price is fair, from a financial point of
view, to NL. Piper Rudnick LLP served as independent legal advisor to NL's
Special Committee. The Boards of Directors of Valhi and NL also approved the
transaction.
Item 7.01 Regulation FD Disclosure.
Pursuant to Item 7.01 of this current report, NL hereby furnishes the
information set forth in the press release issued on September 24, 2004, a copy
of which is attached hereto as Exhibit 99.3 and incorporated herein by
reference.
Exhibit 99.3 to this current report that the registrant furnishes in
this report is not deemed "filed" for purposes of section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that section. Registration Statements or other documents filed with the
Securities and Exchange Commission shall not incorporate this information by
reference, except as otherwise expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The audited consolidated financial statements of CompX
International Inc. included in CompX's Annual Report on Form 10-K for
the year ended December 31, 2003 (File No. 1-13905) are included herein
as Exhibit 99.4.
(b) Pro forma financial information.
The Unaudited Pro Forma Condensed Consolidated Financial
Statements of NL Industries, Inc. are included herein as Exhibit 99.5.
(c) Exhibits.
Item No. Exhibit Index
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10.1 Stock Purchase Agreement dated September 24,
2004 between Valhi, Inc. and Valcor, Inc.,
as sellers, and NL Industries, Inc. as
purchaser. The disclosure schedule
attachment to this Exhibit 10.1 has not been
filed; upon request, the registrant will
furnish supplementally to the Securities and
Exchange Commission a copy of this
attachment.
10.2 Promissory Note dated September 24, 2004 in
the original principal amount of
$31,422,500.00 payable to the order of NL
Industries, Inc. and executed by Kronos
Worldwide, Inc.
23.1 Consent of PricewaterhouseCoopers LLP (to be
filed by amendment within 71 calendar days
after the date of the filing of this initial
Current Report on Form 8-K pursuant to
Instruction 9.01(a)(4) to the Instructions
to Current Report on Form 8-K).
99.1 Promissory Note dated September 24, 2004 in
the original principal amount of
$162,500,000.00 payable to the order of
Valcor, Inc. and executed by Kronos
Worldwide, Inc.
99.2 Promissory Note dated September 24, 2004 in
the original principal amount of
$6,077,500.00 payable to the order of Valhi,
Inc. and executed by Kronos Worldwide, Inc.
99.3 Press release jointly issued by Valhi, Inc.
and NL Industries, Inc. on September 24,
2004.
99.4 Audited consolidated financial statements of
CompX International Inc. (to be filed by
amendment within 71 calendar days after the
date of the filing of this initial Current
Report on Form 8-K pursuant to Instruction
9.01(a)(4) to the Instructions to Current
Report on Form 8-K).
99.5 Unaudited Pro Forma Condensed Consolidated
Financial Statements of NL Industries, Inc.
(to be filed by amendment within 71 calendar
days after the date of the filing of this
initial Current Report on Form 8-K pursuant
to Instruction 9.01(b)(2) to the
Instructions to Current Report on Form 8-K).
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.
NL Industries, Inc.
(Registrant)
By: /s/ Gregory M. Swalwell
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Gregory M. Swalwell
Vice President, Finance and
Chief Financial Officer
Date: September 28, 2004
INDEX TO EXHIBITS
Exhibit No. Description
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10.1 Stock Purchase Agreement dated September 24, 2004 between
Valhi, Inc. and Valcor, Inc., as sellers, and NL Industries,
Inc. as purchaser. The disclosure schedule attachment to this
Exhibit 10.1 has not been filed; upon request, the registrant
will furnish supplementally to the Securities and Exchange
Commission a copy of this attachment.
10.2 Promissory Note dated September 24, 2004 in the original
principal amount of $31,422,500.00 payable to the order of NL
Industries, Inc. and executed by Kronos Worldwide, Inc.
23.1 Consent of PricewaterhouseCoopers LLP (to be filed by
amendment within 71 calendar days after the date of the filing
of this initial Current Report on Form 8-K pursuant to
Instruction 9.01(a)(4) to the Instructions to Current Report
on Form 8-K).
99.1 Promissory Note dated September 24, 2004 in the original
principal amount of $162,500,000.00 payable to the order of
Valcor, Inc. and executed by Kronos Worldwide, Inc.
99.2 Promissory Note dated September 24, 2004 in the original
principal amount of $6,077,500.00 payable to the order of
Valhi, Inc. and executed by Kronos Worldwide, Inc.
99.3 Press release jointly issued by Valhi, Inc. and NL Industries,
Inc. on September 24, 2004.
99.5 Audited consolidated financial statements of CompX
International Inc. (to be filed by amendment within 71
calendar days after the date of the filing of this initial
Current Report on Form 8-K pursuant to Instruction 9.01(a)(4)
to the Instructions to Current Report on Form 8-K).
99.6 Unaudited Pro Forma Condensed Consolidated Financial
Statements of NL Industries, Inc. (to be filed by amendment
within 71 calendar days after the date of the filing of this
initial Current Report on Form 8-K pursuant to Instruction
9.01(b)(2) to the Instructions to Current Report on Form 8-K).