nl8k0526.htm
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)
May
26, 2008
NL
Industries, Inc.
(Exact
name of registrant as specified in its charter)
New
Jersey
|
1-640
|
13-5267260
|
(State
or other jurisdiction of incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
|
|
|
|
|
5430
LBJ Freeway, Suite 1700, Dallas, Texas
|
75240-2697
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code
(972)
233-1700
|
|
|
|
(Former
name or former 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
May 26, 2008, certain indirect operating subsidiaries of Kronos International,
Inc. (“KII”), namely
Kronos Titan GmbH, Kronos Europe S.A./N.V., Kronos Titan AS, Kronos Norge AS,
Titania AS and Kronos Denmark ApS, entered into the Third Amendment Agreement
Relating to a Facility Agreement dated June 25, 2002 (the “Amendment”) with Deutsche
Bank AG, as mandated lead arranger, Deutsche Bank Luxembourg S.A., as agent, and
the lenders participating in the amended revolving credit
facility. KII is a wholly owned subsidiary of Kronos Worldwide, Inc.
(“Kronos
Worldwide”). The registrant directly owns 35.8% of the
outstanding shares of common stock, par value $0.01 per share, of Kronos
Worldwide, and accounts for its investment in Kronos Worldwide by the equity
method of accounting. The description of the Amendment set forth
under Items 1.01 and 2.03 of the Current Report on Form 8-K that Kronos
International, Inc. (Commission File No. 333-100047), a wholly owned subsidiary
of the registrant, filed with the U.S. Securities and Exchange Commission on May
29, 2008 is incorporated herein by reference.
Item
9.01 Financial
Statements and Exhibits.
(d)
|
Exhibits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.1
|
|
Third
Amendment Agreement Relating to a Facility Agreement dated June 25, 2002
executed as of May 26, 2008 by and among Deutsche Bank AG, as mandated
lead arranger, Deutsche Bank Luxembourg S.A., as agent, the participating
lenders, Kronos Titan GmbH, Kronos Europe S.A./N.V, Kronos Titan AS,
Kronos Norge AS, Titania AS and Kronos Denmark
ApS (incorporated by reference to Exhibit 10.1 to the Current
Report in Form 8-K that Kronos International, Inc. (Commission File No.
333-100047) filed with the U.S. Securities and Exchange Commission on May
29, 2008). Certain schedules, exhibits, annexes and similar
attachments to this Exhibit 10.1 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.
|
In the
agreement filed as Exhibit 10.1, each party has made certain representations and
warranties to the other parties to the agreement that have been negotiated by
such parties. These representations and warranties are made only to
and for the benefit of the respective other parties in the context of a business
contract, are subject to contractual materiality standards and should not be
relied upon by any security holder of the registrant for any purposes, including
without limitation the making of an investment decision regarding the
registrant’s securities. Exceptions to such representations and
warranties may be partially or fully waived by such parties in
their discretion.
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
|
Date: May
29, 2008
|
Gregory
M. Swalwell, Vice President, Finance and Chief Financial
Officer
|