nl8k110508.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)
November
5, 2008
NL
Industries, Inc.
(Exact
name of registrant as specified in its charter)
New
Jersey
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1-640
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13-5267260
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(State
or other jurisdiction of incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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5430
LBJ Freeway, Suite 1700, Dallas, Texas
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75240-2697
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
(972)
233-1700
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(Former
name or former address, if changed since last report.)
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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):
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive
Agreement
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From time
to time, the registrant and companies related to the registrant may have loans
or advances outstanding between them pursuant to term or demand notes.
These loans or advances are generally entered into for cash management purposes,
in which the lender is generally able to earn a higher rate of return on the
loan than would have been earned if the lender invested the funds in other
investments, and the borrower is able to pay a lower rate of interest than would
be paid if the borrower had incurred third-party indebtedness. While
certain of these loans may be of a lesser credit quality than cash equivalent
instruments otherwise available to the lender, the lender will evaluate the
credit risks involved and appropriately reflect the credit risks in the terms of
the applicable loan.
In this
regard, on October 29, 2008, the independent members of the board of directors
of the registrant approved the terms of a loan (the “Valhi Loan”) from the
registrant to Valhi, Inc., a parent corporation of the registrant (“Valhi”), in amounts up to $40
million pursuant to a form of a revolving demand promissory note. The
Valhi Loan was subject to the approval by Valhi. On November 5, 2008,
the independent members of Valhi’s board of directors approved the Valhi Loan,
and Valhi then executed the revolving demand promissory note documenting the
Valhi Loan. Borrowings by Valhi from the registrant under the Valhi
Loan are unsecured, generally bear interest at the prime rate minus 1.5% with
interest payable quarterly and all principal and interest due on demand (and no
later than December 31, 2009). The registrant’s obligation to loan money
to Valhi under Valhi Loan is solely at the discretion of the registrant.
It is the registrant’s understanding that Valhi currently intends to use
any borrowings under the Valhi Loan to reduce the outstanding balance under its
U.S. revolving bank credit facility.
This
description of the Valhi Loan is qualified in its entirety by the complete terms
of the Valhi Loan that is filed as Exhibit 10.1 to this current report and
incorporated herein by reference.
Item
9.01 Financial
Statements and Exhibits.
(d)
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Exhibits
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10.1*
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Unsecured
Revolving Demand Promissory Note dated November 5, 2008 in the original
principal amount of $40.0 million executed by Valhi, Inc. and payable to
the order of NL Industries, Inc.
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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.
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NL
Industries, Inc.
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(Registrant)
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By: /s/ Gregory M. Swalwell
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Date: November
5, 2008
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Gregory
M. Swalwell
Vice
President, Finance and Chief Financial
Officer
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INDEX
TO EXHIBITS
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10.1*
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Unsecured
Revolving Demand Promissory Note dated November 5, 2008 in the original
principal amount of $40.0 million executed by Valhi, Inc. and payable to
the order of NL Industries, Inc.
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