UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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))
The Registrant hereby amends Item 9.01 of this Current Report on Form 8-K to
provide the financial statements required by Item 9.01(a) and Item 9.01(b) and
Exhibit 23.1.
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.
The unaudited consolidated financial statements of CompX International Inc.
included in CompX's Quarterly Report on Form 10-Q for the quarter ended June 30,
2004 (File no. 1-13905) are included herein as Exhibit 99.6.
(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.
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. - incorporated by reference to CompX's
Annual Report on Form 10-K (File No. 1-13905) for the year
ended December 31, 2003.
99.5** Unaudited Pro Forma Condensed Consolidated Financial
Statements of NL Industries, Inc.
99.6** Unaudited consolidated financial statements of CompX
International Inc. - incorporated by reference to CompX's
Quarterly Report on Form 10-Q (File No. 1-13905) for the
quarter ended June 30, 2004.
* Previously filed.
** Filed herewith.
(d) 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: October 27, 2004
INDEX TO 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.
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. - incorporated by reference to CompX's
Annual Report on Form 10-K (File No. 1-13905) for the year
ended December 31, 2003.
99.5** Unaudited Pro Forma Condensed Consolidated Financial
Statements of NL Industries, Inc.
99.6** Unaudited consolidated financial statements of CompX
International Inc. - incorporated by reference to CompX's
Quarterly Report on Form 10-Q (File No. 1-13905) for the
quarter ended June 30, 2004.
* Previously filed.
** Filed herewith.