SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (Fee Required) - For the fiscal year ended December 31, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 1-640
NL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
New Jersey 13-5267260
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
16825 Northchase Drive, Suite 1200, Houston, Texas 77060
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 423-3300
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common stock ($.125 par value) New York Stock Exchange
Pacific Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
As of February 29, 1996, 51,093,118 shares of common stock were outstanding.
The aggregate market value of the 14,571,028 shares of voting stock held by
nonaffiliates as of such date approximated $202 million.
Documents incorporated by reference:
The information required by Part III is incorporated by reference from the
registrant's definitive proxy statement to be filed with the Securities and
Exchange Commission pursuant to Regulation 14A not later than 120 days after the
end of the fiscal year covered by this report.
Forward-Looking Information.
The statements contained in this Annual Report on Form 10-K ("Annual
Report") which are not historical facts, including, but not limited to,
statements found (i) under the captions "Kronos-Industry", "Kronos-Products and
operations", "Kronos-Manufacturing process and raw materials", "Kronos-
Competition", "Rheox-Products and operations", "Rheox-Manufacturing process and
raw materials", "Patents and Trademarks", "Foreign Operations", and "Regulatory
and Environmental Matters", all contained in Item 1. Business, (ii) under the
captions "Lead pigment litigation" and "Environmental matters and litigation",
both contained in Item 3. Legal Proceedings, and (iii) under the captions
"Results of Operations" and "Liquidity and Capital Resources", both contained in
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations, are forward-looking statements that involve a number of risks and
uncertainties. The actual results of the future events described in such
forward-looking statements in this Annual Report could differ materially from
those stated in such forward-looking statements. Among the factors that could
cause actual results to differ materially are the risks and uncertainties
discussed in this Annual Report, including, without limitation, the portions
referenced above, and the uncertainties set forth from time to time in the
Company's other public reports and filings and public statements.
PART I
ITEM 1. BUSINESS
GENERAL
NL Industries, Inc., organized as a New Jersey corporation in 1891,
conducts its operations through its principal wholly-owned subsidiaries, Kronos,
Inc. and Rheox, Inc. Valhi, Inc. and Tremont Corporation, each affiliates of
Contran Corporation, hold 54% and 18%, respectively, of NL's outstanding common
stock. Contran holds, directly or through subsidiaries, approximately 91% of
Valhi's and 44% of Tremont's outstanding common stock. Substantially all of
Contran's outstanding voting stock is held by trusts established for the benefit
of the children and grandchildren of Harold C. Simmons of which Mr. Simmons is
the sole trustee. Mr. Simmons, the Chairman of the Board of NL and the Chairman
of the Board, President and Chief Executive Officer of each of Contran and Valhi
and a director of Tremont, may be deemed to control each of such companies. NL
and its consolidated subsidiaries are sometimes referred to herein collectively
as the "Company".
Kronos is the world's fourth largest producer of titanium dioxide pigments
("TiO2") with an estimated 11% share of the worldwide market. Approximately
one-half of Kronos' 1995 sales volume was in Europe, where Kronos is the second
largest producer of TiO2. In 1995, Kronos accounted for 87% of the Company's
sales and 81% of its operating income. Rheox is the world's largest producer of
rheological additives for solvent-based systems.
The Company's objective is to maximize total shareholder returns by (i)
focusing on continued cost control, (ii) deleveraging during the current upturn
of the TiO2 industry and (iii) investing in certain cost effective
debottlenecking projects to increase TiO2 production capacity.
KRONOS
INDUSTRY
Titanium dioxide pigments are chemical products used for imparting
whiteness, brightness and opacity to a wide range of products, including paints,
plastics, paper, fibers and ceramics. TiO2 is considered to be a "quality-of-
life" product with demand affected by the gross domestic product in various
regions of the world.
Demand, supply and pricing of TiO2 have historically been cyclical. The
last cyclical peak for TiO2 prices occurred in early 1990, with a cyclical low
in the third quarter of 1993. The Company believes the TiO2 industry continues
to have long-term potential. During the last TiO2 downturn, industry capacity
utilization dropped from almost 100% to approximately 85%. Industry utilization
increased to about 91% in 1995, and Kronos' selling prices in fourth quarter of
1995 were about 24% above the 1993 low point. Although TiO2 demand in Europe
and the U.S. is expected to be relatively flat during the first half of 1996,
the Company expects industry capacity utilization rates will increase over the
next several years. The Company's expectations as to the future prospects of
the TiO2 industry are based upon several factors beyond the Company's control,
principally continued worldwide growth of gross domestic product and the absence
of technological advancements in or modifications to TiO2 processes that would
result in material and unanticipated increases in production efficiencies. To
the extent that actual developments differ from the Company's expectations, the
Company's and the TiO2 industry's future performance could be unfavorably
affected.
Kronos has an estimated 18% share of European TiO2 sales and an estimated
9% share of U.S. TiO2 sales. Consumption per capita in the United States and
Western Europe far exceeds that in other areas of the world and these regions
are expected to continue to be the largest geographic markets for TiO2
consumption. If the economies in Eastern Europe, the Far East and China
continue to develop, a significant market for TiO2 could emerge in those
countries. Kronos believes that, due to its strong presence in Western Europe,
it is well positioned to participate in growth in the Eastern European market .
Geographic segment information is contained in Note 3 to the Consolidated
Financial Statements.
PRODUCTS AND OPERATIONS
The Company believes that there are no effective substitutes for TiO2.
However, extenders such as kaolin clays, calcium carbonate and polymeric
opacifiers are used in a number of Kronos' markets. Generally, extenders are
used to reduce to some extent the utilization of higher cost TiO2. The use of
extenders has not significantly affected TiO2 consumption over the past decade
because extenders generally have, to date, failed to match the performance
characteristics of TiO2. The Company believes that the use of extenders will
not materially alter the growth of the TiO2 business in the foreseeable future.
Kronos currently produces over 40 different TiO2 grades, sold under the
Kronos and Titanox trademarks, which provide a variety of performance properties
to meet customers' specific requirements. Kronos' major customers include
international paint, plastics and paper manufacturers.
Kronos is one of the world's leading producers and marketers of TiO2.
Kronos and its distributors and agents sell and provide technical services for
its products to over 5,000 customers with the majority of sales in Europe, the
United States and Canada. Kronos' international operations are conducted
through Kronos International, Inc., a German-based holding company formed in
1989 to manage and coordinate the Company's manufacturing operations in Germany,
Canada, Belgium and Norway, and its sales and marketing activities in over 100
countries worldwide. Kronos and its predecessors have produced and marketed
TiO2 in North America and Europe for over 70 years. As a result, Kronos
believes that it has developed considerable expertise and efficiency in the
manufacture, sale, shipment and service of its products in domestic and
international markets. By volume, one-half of Kronos' 1995 TiO2 sales were to
Europe, with 36% to North America and the balance to export markets.
Kronos is also engaged in the mining and sale of ilmenite ore (a raw
material used in the sulfate pigment production process), and the manufacture
and sale of iron-based water treatment chemicals (derived from co-products of
the pigment production processes). Water treatment chemicals are used as
treatment and conditioning agents for industrial effluents and municipal
wastewater and in the manufacture of iron pigments.
MANUFACTURING PROCESS AND RAW MATERIALS
TiO2 is manufactured by Kronos using both the chloride process and the
sulfate process. Approximately two-thirds of Kronos' current production
capacity is based on its chloride process which generates less waste than the
sulfate process. The waste acid resulting from the sulfate process is either
neutralized or reprocessed at Kronos or third party facilities. Although most
end-use applications can use pigments produced by either process, chloride
process pigments are generally preferred in certain coatings and plastics
applications, and sulfate process pigments are generally preferred for paper,
fibers and ceramics applications. Due to environmental factors and customer
considerations, the proportion of TiO2 industry sales represented by chloride
process pigments has increased relative to sulfate process pigments in the past
few years, and chloride process production facilities currently represent
approximately 55% of industry capacity.
Kronos produced a record 393,000 metric tons of TiO2 in 1995, compared to
357,000 metric tons in 1994 and 352,000 metric tons in 1993. Kronos believes
its annual attainable production capacity is approximately 390,000 metric tons,
including its one-half interest in the joint venture-owned Louisiana plant (see
"TiO2 manufacturing joint venture"). Following the completion of the $25
million debottlenecking expansion of its Leverkusen, Germany chloride process
plant in 1997, the Company expects its worldwide annual attainable production
capacity to increase to approximately 400,000 metric tons.
The primary raw materials used in the TiO2 chloride production process are
chlorine, coke and titanium-containing feedstock derived from beach sand
ilmenite and natural rutile ore. Chlorine and coke are available from a number
of suppliers. Titanium-containing feedstock suitable for use in the chloride
process is available from a limited number of suppliers around the world,
principally in Australia, Africa, India and the United States. Kronos purchases
slag refined from beach sand ilmenite from Richards Bay Iron and Titanium
(Proprietary) Limited (South Africa), approximately 50% of which is owned by
Q.I.T. Fer et Titane Inc. ("QIT"), an indirect subsidiary of RTZ Corp., under a
long-term supply contract that expires in 2000. Natural rutile ore, another
chloride feedstock, is purchased primarily from RGC Mineral Sands Limited
(Australia), under a long-term supply contract that expires in 2000. Raw
materials under these contracts are expected to meet Kronos' chloride feedstock
requirements over the next several years.
The primary raw materials used in the TiO2 sulfate production process are
sulfuric acid and titanium-containing feedstock derived primarily from rock and
beach sand ilmenite. Sulfuric acid is available from a number of suppliers.
Titanium-containing feedstock suitable for use in the sulfate process is
available from a limited number of suppliers around the world. Currently, the
principal active sources are located in Norway, Canada, Australia, India and
South Africa. As one of the few vertically-integrated producers of sulfate
process pigments, Kronos operates a rock ilmenite mine near Hauge i Dalane,
Norway, which provided all of Kronos' feedstock for its European sulfate process
pigment plants in 1995. Kronos' mine is also a commercial source of rock
ilmenite for other sulfate process producers in Europe. Kronos also purchases
sulfate grade slag under contracts negotiated annually with QIT and Tinfos
Titanium and Iron K/S.
Kronos believes the availability of titanium-containing feedstock for both
the chloride and sulfate processes is adequate through the remainder of the
decade. Kronos does not anticipate experiencing any interruptions of its raw
material supplies because of its long-term supply contracts, although political
and economic instability in the countries from which the Company purchases its
raw material supplies could adversely affect the availability.
TIO2 MANUFACTURING JOINT VENTURE
In October 1993, Kronos formed a manufacturing joint venture with Tioxide
Group, Ltd., a wholly-owned subsidiary of Imperial Chemicals Industries PLC
("Tioxide"). The joint venture, which is equally owned by subsidiaries of
Kronos and Tioxide (the "Partners"), owns and operates the Louisiana chloride
process TiO2 plant formerly owned by Kronos. Production from the plant is
shared equally by Kronos and Tioxide pursuant to separate offtake agreements.
A supervisory committee, composed of four members, two of whom are
appointed by each Partner, directs the business and affairs of the joint
venture, including production and output decisions. Two general managers, one
appointed and compensated by each Partner, manage the day-to-day operations of
the joint venture acting under the direction of the supervisory committee.
The manufacturing joint venture is intended to be operated on a break-even
basis and, accordingly, Kronos' transfer price for its share of the TiO2
produced is equal to its share of the joint venture's production costs and
interest expense. Kronos' share of the production costs are reported as cost of
sales as the related TiO2 acquired from the joint venture is sold, and its share
of the joint venture's interest expense is reported as a component of interest
expense.
COMPETITION
The TiO2 industry is highly competitive. During the late 1980s worldwide
demand approximated available supply and the major producers, including Kronos,
were operating at or near available capacity and customers generally were served
on an allocation basis. During the early 1990s, supply exceeded demand,
primarily due to new chloride process capacity coming on-stream. Relative
supply/demand relationships, which had a favorable impact on industry-wide
prices during the late 1980s, had a negative impact during the subsequent
downturn. During 1994 and the first half of 1995, improved industry capacity
utilization resulted in increases in worldwide TiO2 prices. Average TiO2 prices
in the fourth quarter of 1995 were 14% higher than the fourth quarter of 1994,
and were about 17% lower than the previous peak.
Capacity additions that are the result of construction of grassroot plants
in the worldwide TiO2 market require significant capital expenditures and
substantial lead time (typically three to five years in the Company's
experience) for, among other things, planning, obtaining environmental approvals
and construction. No grassroot plants have been announced, but industry
capacity in the next few years can be expected to increase as Kronos and its
competitors complete debottlenecking projects at existing plants. Based on the
factors described under the caption "Kronos-Industry" above, the Company expects
that the average annual increase in industry capacity from announced
debottlenecking projects will be less than the average annual demand growth for
TiO2 during the next few years.
Kronos competes primarily on the basis of price, product quality and
technical service, and the availability of high performance pigment grades.
Although certain TiO2 grades are considered specialty pigments, the majority of
grades and substantially all of Kronos' production are considered commodity
pigments with price generally being the most significant competitive factor.
Kronos has an estimated worldwide TiO2 market share of 11%, and believes that it
is the leading marketer of TiO2 in a number of countries, including Germany and
Canada.
Kronos' principal competitors are E.I. du Pont de Nemours & Co. ("DuPont");
Imperial Chemical Industries PLC (Tioxide); Hanson PLC (SCM Chemicals); Kemira
Oy; Kerr-McGee Corporation; Ishihara Sangyo Kaisha, Ltd.; Bayer AG; and Thann et
Mulhouse. These eight competitors have estimated individual worldwide market
shares ranging from 4% to 21%, and an estimated aggregate 76% share. DuPont has
over one-half of total U.S. TiO2 production capacity and is Kronos' principal
North American competitor.
RHEOX
PRODUCTS AND OPERATIONS
Rheological additives control the flow and leveling characteristics for a
variety of products, including paints, inks, lubricants, sealants, adhesives and
cosmetics. Organoclay rheological additives are clays which have been
chemically reacted with organic chemicals and compounds. Rheox produces
rheological additives for both solvent-based and water-based systems. Rheox
believes it is the world's largest producer of rheological additives for
solvent-based systems and is also a supplier of rheological additives used in
water-based systems. Rheological additives for solvent-based systems accounted
for about 80% of Rheox's sales in 1995, with the remainder being principally
rheological additives for water-based systems. Rheox introduced a number of new
products during the past few years, the majority of which are for water-based
systems, which represent a larger portion of the market than solvent-based
systems. The Company believes water-based additives will account for an
increasing portion of its sales in the long term.
Sales of rheological additives generally follow overall economic growth in
Rheox's principal markets and are influenced by the volume of shipments of the
worldwide coatings industry. Since Rheox's rheological additives are used in
industrial coatings, plant and equipment spending has an influence on demand for
this product line.
MANUFACTURING PROCESS AND RAW MATERIALS
The primary raw materials utilized in the production of rheological
additives are bentonite clays, hectorite clays, quaternary amines, polyethylene
waxes and castor oil derivatives. Bentonite clays are currently purchased under
a three-year contract, renewable through 2004, with a subsidiary of Dresser
Industries, Inc. ("Dresser"), which has significant bentonite reserves in
Wyoming. This contract assures Rheox the right to purchase its anticipated
requirements of bentonite clays for the foreseeable future, and Dresser's
reserves are believed to be sufficient for such purpose. Hectorite clays are
mined from Company-owned reserves in Newberry Springs, California, which the
Company believes are adequate to supply its needs for the foreseeable future.
The Newberry Springs ore body contains the largest known commercial deposit of
hectorite clays in the world. Quaternary amines are purchased primarily from a
joint venture company 50%-owned by Rheox and are also generally available on the
open market from a number of suppliers. Castor oil-based rheological additives
are purchased from sources in the United States and abroad. Rheox has a supply
contract with a manufacturer of these products which may not be terminated
without 180 days notice by either party.
COMPETITION
Competition in the specialty chemicals industry is generally concentrated
in the areas of product uniqueness, quality and availability, technical service,
knowledge of end-use applications and price. Rheox's principal competitors for
rheological additives for solvent-based systems are Laporte PLC and Sud-Chemie
AG. Rheox's principal competitors for water-based systems are Rohm and Haas
Company, Hercules Incorporated, The Dow Chemical Company and Union Carbide
Corporation.
RESEARCH AND DEVELOPMENT
The Company's expenditures for research and development and technical
support programs have averaged approximately $10 million annually during the
past three years with Kronos accounting for approximately three-quarters of the
annual spending. Research and development activities related to TiO2 are
conducted principally at the Leverkusen, Germany facility. Such activities are
directed primarily toward improving both the chloride and sulfate production
processes, improving product quality and strengthening Kronos' competitive
position by developing new pigment applications. Activities relating to
rheological additives are conducted primarily in the United States and are
directed towards the development of new products for water-based systems,
environmental applications and new end-use applications for existing product
lines.
PATENTS AND TRADEMARKS
Patents held for products and production processes are believed to be
important to the Company and contribute to the continuing business activities of
Kronos and Rheox. The Company continually seeks patent protection for its
technical developments, principally in the United States, Canada and Europe, and
from time to time enters into licensing arrangements with third parties. In
connection with the formation of the manufacturing joint venture with Tioxide,
Kronos and certain of its subsidiaries exchanged proprietary chloride process
and product technologies with Tioxide and certain of its affiliates. Use by
each recipient of the other's technology in Europe is restricted until October
1996. The Company does not expect that the technology sharing arrangement with
Tioxide will materially impact the Company's competitive position within the
TiO2 industry. See "Kronos - TiO2 manufacturing joint venture."
The Company's major trademarks, including Kronos, Titanox and Rheox, are
protected by registration in the United States and elsewhere with respect to
those products it manufactures and sells.
FOREIGN OPERATIONS
The Company's chemical businesses have operated in international markets
since the 1920s. Most of Kronos' current production capacity is located in
Europe and Canada, and approximately one-third of Rheox's sales in each of the
past three years have been from European production. Approximately three-
quarters of the Company's 1995 consolidated sales were to non-U.S. customers,
including 12% to customers in areas other than Europe and Canada. Foreign
operations are subject to, among other things, currency exchange rate
fluctuations and the Company's results of operations have in the past been both
favorably and unfavorably affected by fluctuations in currency exchange rates.
Effects of fluctuations in currency exchange rates on the Company's results of
operations are discussed in Item 7 - "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
Political and economic uncertainties in certain of the countries in which
the Company operates may expose it to risk of loss. The Company does not
believe that there is currently any likelihood of material loss through
political or economic instability, seizure, nationalization or similar event.
The Company cannot predict, however, whether events of this type in the future
could have a material effect on its operations. The Company's manufacturing and
mining operations are also subject to extensive and diverse environmental
regulation in each of the foreign countries in which they operate. See
"Regulatory and Environmental Matters."
CUSTOMER BASE AND SEASONALITY
The Company believes that neither its aggregate sales nor those of any of
its principal product groups are concentrated in or materially dependent upon
any single customer or small group of customers. Neither the Company's business
as a whole nor that of any of its principal product groups is seasonal to any
significant extent. Due in part to the increase in paint production in the
spring to meet the spring and summer painting season demand, TiO2 sales are
generally higher in the second and third calendar quarters than in the first and
fourth calendar quarters. Sales of rheological additives are influenced by the
worldwide industrial protective coatings industry, where second calendar quarter
sales are generally the strongest.
EMPLOYEES
As of December 31, 1995, the Company employed approximately 3,200 persons,
excluding the joint venture employees, with approximately 400 employees in the
United States and approximately 2,800 at sites outside the United States.
Hourly employees in production facilities worldwide, including the TiO2 joint
venture, are represented by a variety of labor unions, with labor agreements
having various expiration dates. The Company believes its labor relations are
good.
REGULATORY AND ENVIRONMENTAL MATTERS
Certain of the Company's businesses are and have been engaged in the
handling, manufacture or use of substances or compounds that may be considered
toxic or hazardous within the meaning of applicable environmental laws. As with
other companies engaged in similar businesses, certain past and current
operations and products of the Company have the potential to cause environmental
or other damage. The Company has implemented and continues to implement various
policies and programs in an effort to minimize these risks. The policy of the
Company is to achieve compliance with applicable environmental laws and
regulations at all its facilities and to strive to improve its environmental
performance. It is possible that future developments, such as stricter
requirements of environmental laws and enforcement policies thereunder, could
adversely affect the Company's production, handling, use, storage,
transportation, sale or disposal of such substances.
The Company's U.S. manufacturing operations are governed by federal
environmental and worker health and safety laws and regulations, principally the
Resource Conservation and Recovery Act, the Occupational Safety and Health Act,
the Clean Air Act, the Clean Water Act, the Safe Drinking Water Act, the Toxic
Substances Control Act and the Comprehensive Environmental Response,
Compensation and Liability Act, as amended by the Superfund Amendments and
Reauthorization Act ("CERCLA"), as well as the state counterparts of these
statutes. The Company believes that all of its U.S. plants and the Louisiana
plant owned and operated by the joint venture are in substantial compliance with
applicable requirements of these laws or compliance orders issued thereunder.
From time to time, the Company's facilities may be subject to environmental
regulatory enforcement under such statutes. Resolution of such matters typically
involves the establishment of compliance programs. Occasionally, resolution may
result in the payment of penalties, but to date such penalties have not involved
amounts having a material adverse effect on the Company's consolidated financial
position, results of operations or liquidity.
The Company's European and Canadian production facilities operate in an
environmental regulatory framework in which governmental authorities typically
are granted broad discretionary powers which allow them to issue operating
permits required for the plants to operate. The Company believes that all its
plants are in substantial compliance with applicable environmental laws.
While the laws regulating operations of industrial facilities in Europe
vary from country to country, a common regulatory denominator is provided by the
European Union (the "EU"). Germany, Belgium and the United Kingdom, each
members of the EU, follow the initiatives of the EU. Norway, although not a
member, generally patterns its environmental regulatory actions after the EU.
The Company believes that Kronos is in substantial compliance with agreements
reached with European environmental authorities and with an EU directive to
control the effluents produced by TiO2 production facilities. The Company also
believes that Rheox is in substantial compliance with the environmental
regulations in Germany and the United Kingdom.
In order to reduce sulfur dioxide emissions into the atmosphere consistent
with applicable environmental regulations, Kronos is currently installing off-
gas desulfurization systems at its Norwegian and German plants at an estimated
cost of $30 million and expects to complete the systems in 1996 and 1997,
respectively. The manufacturing joint venture has installed a $16 million off-
gas desulfurization system at the Louisiana plant which commenced operation in
1995. In addition, Kronos expects to complete an $11 million water treatment
chemical purification project at its Leverkusen, Germany facility in 1996.
The Quebec provincial government has environmental regulatory authority
over Kronos' Canadian chloride and sulfate process TiO2 production facilities in
Varennes, Quebec. The provincial government regulates discharges into the St.
Lawrence River. In May 1992, the Quebec provincial government extended Kronos'
right to discharge effluents from its Canadian sulfate process TiO2 plant into
the St. Lawrence River until June 1994. Kronos completed a waste acid
neutralization facility and discontinued discharging waste acid effluents into
the St. Lawrence River in June 1994. Notwithstanding the foregoing, in March
1993 Kronos' Canadian subsidiary and two of its directors were charged by the
Canadian federal government with five violations of the Canadian Fisheries Act
relating to discharges into the St. Lawrence River from the Varennes sulfate
process TiO2 production facility. The penalty for these violations, if proven,
could be up to Canadian $15 million. Additional charges, if brought, could
involve additional penalties. The Company believes that this charge is
inconsistent with the extension granted by provincial authorities, referred to
above, and is vigorously contesting the charge.
The Company's capital expenditures related to its ongoing environmental
protection and improvement programs are currently expected to be approximately
$23 million in 1996 and $5 million in 1997.
The Company has been named as a defendant, potentially responsible party
("PRP"), or both, pursuant to CERCLA and similar state laws in approximately 80
governmental enforcement and private actions associated with waste disposal
sites and facilities currently or previously owned, operated or used by the
Company, or its subsidiaries, or their predecessors, many of which are on the
U.S. Environmental Protection Agency's ("U.S. EPA") Superfund National
Priorities List or similar state lists. See Item 3 - "Legal Proceedings".
ITEM 2. PROPERTIES
Kronos currently operates four TiO2 facilities in Europe (Leverkusen and
Nordenham, Germany; Langerbrugge, Belgium; and Fredrikstad, Norway). In North
America, Kronos has a facility in Varennes, Quebec, Canada and, through the
manufacturing joint venture described above, a one-half interest in a plant in
Lake Charles, Louisiana. Certain of the Company's properties collateralize
long-term debt agreements. See Note 10 to the Consolidated Financial
Statements.
Kronos' principal German operating subsidiary leases the land under its
Leverkusen TiO2 production facility pursuant to a lease expiring in 2050. The
Leverkusen facility, with almost one-third of Kronos' current TiO2 production
capacity, is located within an extensive manufacturing complex owned by Bayer
AG, and Kronos is the only unrelated party so situated. Under a separate
supplies and services agreement expiring in 2011, Bayer provides some raw
materials, auxiliary and operating materials and utilities services necessary to
operate the Leverkusen facility. Both the lease and the supplies and services
agreement restrict Kronos' ability to transfer ownership or use of the
Leverkusen facility.
All of Kronos' principal production facilities described above are owned,
except for the land under the Leverkusen facility. Kronos has a governmental
concession with an unlimited term to operate its ilmenite mine in Norway.
Specialty chemicals are produced by Rheox at facilities in Charleston, West
Virginia; Newberry Springs, California; St. Louis, Missouri; Livingston,
Scotland and Nordenham, Germany. All of such production facilities are owned.
ITEM 3. LEGAL PROCEEDINGS
LEAD PIGMENT LITIGATION
The Company was formerly involved in the manufacture of lead pigments for
use in paint and lead-based paint. The Company has been named as a defendant or
third party defendant in various legal proceedings alleging that the Company and
other manufacturers are responsible for personal injury and property damage
allegedly associated with the use of lead pigments. The Company is vigorously
defending such litigation. Considering the Company's previous involvement in
the lead pigment and lead-based paint businesses, there can be no assurance that
additional litigation, similar to that described below, will not be filed. In
addition, various legislation and administrative regulations have, from time to
time, been enacted or proposed that seek to (a) impose various obligations on
present and former manufacturers of lead pigment and lead-based paint with
respect to asserted health concerns associated with the use of such products and
(b) effectively overturn court decisions in which the Company and other pigment
manufacturers have been successful. Examples of such proposed legislation
include bills proposed in Massachusetts and Ohio which would permit civil
liability for damages on the basis of market share and, in the case of
Massachusetts, extend certain statutes of limitations. No legislation or
regulations have been enacted to date which are expected to have a material
adverse effect on the Company's consolidated financial position, results of
operations or liquidity. The Company has not accrued any amounts for the
pending lead pigment litigation. Although no assurance can be given that the
Company will not incur future liability in respect of this litigation in view of
the inherent uncertainties involved in court and jury rulings in pending and
possible future cases, based on, among other things, the results of such
litigation to date, the Company believes that the pending lead pigment
litigation is without merit. Liability that may result, if any, cannot
reasonably be estimated.
In 1989 and 1990, the Housing Authority of New Orleans ("HANO") filed
third-party complaints for indemnity and/or contribution against the Company,
other alleged manufacturers of lead pigment (together with the Company, the
"pigment manufacturers") and the Lead Industries Association (the "LIA") in 14
actions commenced by residents of HANO units seeking compensatory and punitive
damages for injuries allegedly caused by lead pigment. The actions in the Civil
District Court for the Parish of Orleans, State of Louisiana were dismissed by
the district court in 1990. Subsequently, HANO agreed to consolidate all the
cases and appealed. In March 1992, the Louisiana Court of Appeals, Fourth
Circuit, dismissed HANO's appeal as untimely with respect to three of these
cases. With respect to the other cases included in the appeal, the court of
appeals reversed the lower court decision dismissing the cases. These cases
were remanded to the District Court for further proceedings. In November 1994,
the District Court granted defendants' motion for summary judgment in one of the
remaining cases and in June 1995 the District Court granted defendants' motion
for summary judgment in several of the remaining cases. After such grant, only
two cases remained pending.
In June 1989, a complaint was filed in the Supreme Court of the State of
New York, County of New York, against the pigment manufacturers and the LIA.
Plaintiffs seek damages, contribution and/or indemnity in an amount in excess of
$50 million for monitoring and abating alleged lead paint hazards in public and
private residential buildings, diagnosing and treating children allegedly
exposed to lead paint in city buildings, the costs of educating city residents
to the hazards of lead paint, and liability in personal injury actions against
the City and the Housing Authority based on alleged lead poisoning of city
residents (The City of New York, the New York City Housing Authority and the New
York City Health and Hospitals Corp. v. Lead Industries Association, Inc., et
al., No. 89-4617). In December 1991, the court granted the defendants' motion
to dismiss claims alleging negligence and strict liability and denied the
remainder of the motion. In January 1992, defendants appealed the denial. The
Company has answered the remaining portions of the complaint denying all
allegations of wrongdoing, and the case is in discovery. In May 1993, the
Appellate Division of the Supreme Court affirmed the denial of the motion to
dismiss plaintiffs' fraud, restitution, conspiracy and concert of action claims.
In August 1993, the defendants' motion for leave to appeal was denied. In May
1994, the trial court granted the defendants' motion to dismiss the plaintiffs'
restitution and indemnification claims, and plaintiffs have appealed.
Defendants' motion for summary judgment on the remaining fraud claim was denied
in August 1995; defendants have noticed an appeal. In December 1995, defendants
moved for summary judgment on the basis that the fraud claim was time-barred;
the motion is pending.
In March 1992, the Company was served with a complaint in Skipworth v.
Sherwin-Williams Co., et al. (No. 92-3069), Court of Common Pleas, Philadelphia
County. Plaintiffs are a minor and her legal guardians seeking damages from
lead paint and pigment producers, the LIA, the Philadelphia Housing Authority
and the owners of the plaintiffs' premises for bodily injuries allegedly
suffered by the minor from lead-based paint. Plaintiffs' counsel has asserted
that approximately 200 similar complaints would be served shortly, but no such
complaints have yet been served. In April 1994, the court granted defendants'
motion for summary judgment and the dismissal was affirmed by the Superior Court
in October 1995. Plaintiffs sought review in the Pennsylvania Supreme Court in
November 1995 and the request for review is pending.
In August 1992, the Company was served with an amended complaint in
Jackson, et al. v. The Glidden Co., et al., Court of Common Pleas, Cuyahoga
County, Cleveland, Ohio (Case No. 236835). Plaintiffs seek compensatory and
punitive damages for personal injury caused by the ingestion of lead, and an
order directing defendants to abate lead-based paint in buildings. Plaintiffs
purport to represent a class of similarly situated persons throughout the State
of Ohio. The amended complaint identifies 18 other defendants who allegedly
manufactured lead products or lead-based paint, and asserts causes of action
under theories of strict liability, negligence per se, negligence, breach of
express and implied warranty, fraud, nuisance, restitution, and negligent
infliction of emotional distress. The complaint asserts several theories of
liability including joint and several, market share, enterprise and alternative
liability. In October 1992, the Company and the other defendants moved to
dismiss the complaint with prejudice. In July 1993, the court dismissed the
complaint. In December 1994, the Ohio Court of Appeals reversed the trial court
dismissal and remanded the case to the trial court.
In November 1993, the Company was served with a complaint in Brenner, et
al. v. American Cyanamid, et al., (No. 12596-93) Supreme Court, State of New
York, Erie County alleging injuries to two children purportedly caused by lead
pigment. The complaint seeks $24 million in compensatory and $10 million in
punitive damages for alleged negligent failure to warn, strict products
liability, fraud and misrepresentation, concert of action, civil conspiracy,
enterprise liability, market share liability, and alternative liability. In
January 1994, the Company answered the complaint, denying liability. Discovery
is proceeding.
In January 1995, the Company was served with complaints in Wright (Alvin)
and Wright (Allen) v. Lead Industries, et. al., (Nos. 94-363042 and 363043),
Circuit Court, Baltimore City, Maryland. Plaintiffs are two brothers (one
deceased) who allege injuries due to exposure to lead pigment. The complaints,
as amended in April 1995, seek more than $100 million in compensatory and
punitive damages for alleged strict liability, negligence, conspiracy, fraud and
unfair and deceptive trade practices claims. In July 1995, the trial court
granted, in part, the defendants' motion to dismiss, and dismissed the
plaintiffs' fraud and unfair and deceptive trade practices claims. A trial date
has been set in these consolidated cases for October 1996, and discovery is
proceeding. In February 1996, the Company filed a motion for summary judgement,
which is pending.
In November 1995, the Company was served with the complaint in Jefferson v.
Lead Industry Association, et. al. (No. 95-2835), filed in the U.S. District
Court for the Eastern District of Louisiana. The complaint asserts claims
against the LIA and the lead pigment defendants on behalf of a putative class of
allegedly injured children in Louisiana. The complaint purports to allege
claims for strict liability, negligence, failure to warn, breach of alleged
warranties, fraud and misrepresentation, and conspiracy, and seeks actual and
punitive damages. The complaint asserts several theories of liability,
including joint and several and market share liability. The Company moved to
dismiss the complaint in February 1996.
In January 1996, the Company was served with a complaint on behalf of
individual intervenors in German, et. al. v. Federal Home Loan Mortgage Corp.,
et. al., (U.S. Dist. Court, Southern District of New York, Civil Action No. 93
Civ. 6941 (RWS)). This class action lawsuit had originally been brought against
the City of New York and other landlord defendants. The intervenors' complaint
alleges claims against the Company and other former manufacturers of lead
pigment for medical monitoring, property abatement, and other injunctive relief,
based on various causes of action, including negligent product design, negligent
failure to warn, strict products liability, fraud and misrepresentation, concert
of action, civil conspiracy, enterprise liability, market share liability,
breach of express and implied warranties, and nuisance. The intervenors purport
to represent a class of children and pregnant women who reside in New York City.
The Company believes that the foregoing lead pigment actions are without
merit and intends to continue to deny all allegations of wrongdoing and
liability and to defend such actions vigorously.
The Company has filed actions seeking declaratory judgment and other relief
against various insurance carriers with respect to costs of defense and
indemnity coverage for certain of its environmental and lead pigment litigation.
NL Industries, Inc. v. Commercial Union Insurance Cos., et al., Nos. 90-2124,
- -2125 (HLS) (District Court of New Jersey). The action relating to lead pigment
litigation defense costs filed in May 1990 against Commercial Union Insurance
Company ("Commercial Union") seeks to recover defense costs incurred in the City
of New York lead pigment case and two other cases which have since been resolved
in the Company's favor. In July 1991, the court granted the Company's motion
for summary judgment and ordered Commercial Union to pay the Company's
reasonable defense costs for such cases. In June 1992, the Company filed an
amended complaint in the United States District Court for the District of New
Jersey against Commercial Union seeking to recover costs incurred in defending
four additional lead pigment cases which have since been resolved in the
Company's favor. In August 1993, the court granted the Company's motion for
summary judgment and ordered Commercial Union to pay the reasonable costs of
defending those cases. In July 1994, the court entered judgment on the order
requiring Commercial Union to pay previously-incurred Company costs in defending
those cases. In September 1995, the U.S. Court of Appeals for the Third Circuit
reversed and remanded for further consideration the decision by the trial court
that Commercial Union was obligated to pay the Company's reasonable defense
costs in certain of the lead pigment cases. The trial court had made its
decision applying New Jersey law; the appeals court concluded that New York and
not New Jersey law applied and remanded the case to the trial court for a
determination under New York law. Other than granting motions for summary
judgment brought by two excess liability insurance carriers, which contended
that their policies contained unique pollution exclusion language, and certain
summary judgment motions regarding policy periods, the court has not made any
final rulings on defense costs or indemnity coverage with respect to the
Company's pending environmental litigation. The Court has not made any final
ruling on indemnity coverage in the lead pigment litigation. No trial dates
have been set. Other than rulings to date, the issue of whether insurance
coverage for defense costs or indemnity or both will be found to exist depends
upon a variety of factors, and there can be no assurance that such insurance
coverage will exist in other cases. The Company has not considered any
potential insurance recoveries for lead pigment or environmental litigation in
determining related accruals.
ENVIRONMENTAL MATTERS AND LITIGATION
The Company has been named as a defendant, PRP, or both, pursuant to CERCLA
and similar state laws in approximately 80 governmental and private actions
associated with waste disposal sites and facilities currently or previously
owned, operated or used by the Company, or its subsidiaries, or their
predecessors, many of which are on the U.S. EPA's Superfund National Priorities
List or similar state lists. These proceedings seek cleanup costs, damages for
personal injury or property damage, or both. Certain of these proceedings
involve claims for substantial amounts. Although the Company may be jointly and
severally liable for such costs, in most cases it is only one of a number of
PRPs who are also jointly and severally liable. In addition to the matters
noted above, certain current and former facilities of the Company, including
several divested secondary lead smelter and former mining locations, are the
subject of environmental investigations or litigation arising out of industrial
waste disposal practices and mining activities.
The extent of CERCLA liability cannot be determined until the Remedial
Investigation and Feasibility Study ("RIFS") is complete, the U.S. EPA issues a
record of decision and costs are allocated among PRPs. The extent of liability
under analogous state cleanup statutes and for common law equivalents are
subject to similar uncertainties. The Company believes it has provided adequate
accruals for reasonably estimable costs for CERCLA matters and other
environmental liabilities. At December 31, 1995, the Company had accrued $100
million with respect to those environmental matters which are reasonably
estimable. The Company determines the amount of accrual on a quarterly basis by
analyzing and estimating the range of possible costs to the Company. Such costs
include, among other things, remedial investigations, monitoring, studies,
clean-up, removal and remediation. It is not possible to estimate the range of
costs for certain sites. The Company has estimated that the upper end of the
range of reasonably possible costs to the Company for sites for which it is
possible to estimate costs is approximately $169 million. No assurance can be
given that actual costs will not exceed accrued amounts or the upper end of the
range for sites for which estimates have been made, and no assurance can be
given that costs will not be incurred with respect to sites as to which no
estimate presently can be made. The imposition of more stringent standards or
requirements under environmental laws or regulations, new developments or
changes respecting site cleanup costs or allocation of such costs among PRPs, or
a determination that the Company is potentially responsible for the release of
hazardous substances at other sites could result in expenditures in excess of
amounts currently estimated by the Company to be required for such matters.
Further, there can be no assurance that additional environmental matters will
not arise in the future. More detailed descriptions of certain legal
proceedings relating to environmental matters are set forth below.
The Company has been identified as a PRP by the U.S. EPA because of its
former ownership of three secondary lead smelters (battery recycling plants) in
Pedricktown, New Jersey; Granite City, Illinois; and Portland, Oregon. In all
three matters, the Company voluntarily entered into administrative consent
orders with the U.S. EPA requiring the performance of a RIFS, a study with the
objective of identifying the nature and extent of the hazards, if any, posed by
the sites, and selecting a remedial action, if necessary.
At Pedricktown, the U.S. EPA divided the site into two operable units.
Operable unit one covers contaminated ground water, surface water, soils and
stream sediments. The Company submitted the final RIFS for operable unit one to
the U.S. EPA in May 1993. In July 1994, the U.S. EPA issued the Record of
Decision for operable unit one. The U.S. EPA estimates the cost to complete
operable unit one is $18.7 million. The U.S. EPA recently issued a notice
requesting that the PRPs enter into an agreement to perform the remedial design
phase of operable unit one. In addition, the U.S. EPA incurred past costs in
the estimated amount of $4 million to $5 million. The U.S. EPA issued an order
with respect to operable unit two in March 1992 to the Company and 30 other PRPs
directing immediate removal activities including the cleanup of waste, surface
water and building surfaces. The Company has complied with the order, and the
work with respect to operable unit two is completed. The Company has paid
approximately 50% of operable unit two costs, or $2.5 million.
At Granite City, the RIFS is complete, and in 1990 the U.S. EPA selected a
remedy estimated to cost approximately $28 million. In July 1991, the United
States filed an action in the U.S. District Court for the Southern District of
Illinois against the Company and others (United States of America v. NL
Industries, Inc., et al., Civ. No. 91-CV 00578) with respect to the Granite City
smelter. The complaint seeks injunctive relief to compel the defendants to
comply with an administrative order issued pursuant to CERCLA, and fines and
treble damages for the alleged failure to comply with the order. The Company
and the other parties did not comply with the order believing that the remedy
selected by the U.S. EPA was invalid, arbitrary, capricious and not in
accordance with law. The complaint also seeks recovery of past costs of $.3
million and a declaration that the defendants are liable for future costs.
Although the action was filed against the Company and ten other defendants,
there are 330 other PRPs who have been notified by the U.S. EPA. Some of those
notified were also respondents to the administrative order. In February 1992,
the court entered a case management order directing that the remedy issues be
tried before the liability aspects are presented. In August 1994, when the U.S.
EPA reinitiated the residential yard soils remediation in Granite City after an
agreed-upon stay of the cleanup pending completion of a health study and
reopening of the administrative record, the PRPs and the City of Granite City
sought an injunction against the U.S. EPA to prevent further cleanup until after
the record was reopened for submittal of additional comments on the selected
remedy. In September 1995, the U.S. EPA released its decision selecting cleanup
remedies for the Granite City site. The cost of the remedies selected by the
U.S. EPA aggregates, in its estimation, $40.8 million to $67.8 million, although
its decision states that the higher amount is not considered to be
representative of expected costs. The Company believes that certain components
of the U.S. EPA's estimated costs may be erroneous and presently intends to
challenge portions of the U.S. EPA's selection of the remedy. There is no
allocation among the PRPs for these costs.
Having completed the RIFS at Portland, the Company conducted predesign
studies to explore the viability of the U.S. EPA's selected remedy pursuant to a
June 1989 consent decree captioned U.S. v. NL Industries, Inc., Civ. No. 89-408,
United States District Court for the District of Oregon. Subsequent to the
completion of the predesign studies, the U.S. EPA issued notices of potential
liability to approximately 20 PRPs, including the Company, directing them to
perform the remedy, which was initially estimated to cost approximately
$17 million, exclusive of administrative and overhead costs and any additional
costs, for the disposition of recycled materials from the site. In January
1992, the U.S. EPA issued unilateral administrative orders to the Company and
six other PRPs directing the performance of the remedy. The Company and the
other PRPs commenced performance of the remedy. Based upon site operations to
date, the remedy is not proceeding in accordance with engineering expectations
or cost projections; therefore, the Company and the other PRPs have met with the
U.S. EPA to discuss alternative remedies for the site. The U.S. EPA authorized
the Company and the other PRPs to cease performing most aspects of the selected
remedy. In September 1994, the Company and the other PRPs submitted a focused
feasibility study to the U.S. EPA, which proposes alternative remedies for the
site. In January 1996, the Company and the other PRP's submitted to U.S. EPA
the Amended Remedy Document ("ARD"), recommending selection of a new remedy for
the site. The U.S. EPA has indicated that it intends to notice the ARD for
public comment in 1996 and will thereafter select a new remedy for the site.
Pursuant to an interim allocation, the Company's share of remedial costs is
approximately 50%. In November 1991, Gould, Inc., the current owner of the
site, filed an action, Gould Inc. v. NL Industries, Inc., No. 91-1091, United
States District Court for the District of Oregon, against the Company for
damages for alleged fraud in the sale of the smelter, rescission of the sale,
past CERCLA response costs and a declaratory judgment allocating future response
costs and punitive damages. The court granted Gould's motion to amend the
complaint to add additional defendants (adjoining current and former landowners)
and third party defendants (generators). The amended complaint deletes the
fraud and punitive damages claims asserted against NL; thus, the pending action
is essentially one for reallocation of past and future cleanup costs. Discovery
is proceeding. A trial date has been tentatively set for September 1996.
The Company and other PRPs entered into an administrative consent order
with the U.S. EPA requiring the performance of a RIFS at two sites in Cherokee
County, Kansas, where the Company and others formerly mined lead and zinc. A
former subsidiary of the Company mined at the Baxter Springs subsite, where it
is the largest viable PRP. The final RIFS was submitted to the U.S. EPA in May
1993. In August 1994, the U.S. EPA issued its proposed plan for the cleanup of
the Baxter Springs and Treece sites in Cherokee County. The proposed remedy is
estimated by U.S. EPA to cost $6 million.
In January 1989, the State of Illinois brought an action against the
Company and several other subsequent owners and operators of the former lead
oxide plant in Chicago, Illinois (People of the State of Illinois v. NL
Industries, et al., No. 88-CH-11618, Circuit Court, Cook County). The complaint
seeks recovery of $2.3 million of cleanup costs expended by the Illinois
Environmental Protection Agency, plus penalties and treble damages. In October
1992, the Supreme Court of Illinois reversed the Appellate Division, which had
affirmed the trial court's earlier dismissal of the complaint, and remanded the
case for further proceedings. In December 1993, the trial court denied the
State's petition to reinstate the complaint, and dismissed the case with
prejudice. In February 1996, the appeals court affirmed the dismissal. The
time in which review by the state Supreme Court may be sought has not expired.
In 1980, the State of New York commenced litigation against the Company in
connection with the operation of a plant in Colonie, New York formerly owned by
the Company. Flacke v. NL Industries, Inc., No. 1842-80 ("Flacke I") and Flacke
v. Federal Insurance Company and NL Industries, Inc., No. 3131-92 ("Flacke II"),
New York Supreme Court, Albany County. The plant manufactured military and
civilian products from depleted uranium and was acquired from the Company by the
U.S. Department of Energy ("DOE") in 1984. Flacke I seeks penalties for alleged
violations of New York's Environmental Conservation Law, and of a consent order
entered into to resolve these alleged violations. Flacke II seeks forfeiture of
a $200,000 surety bond posted in connection with the consent order, plus
interest from February 1980. The Company denied liability in both actions. The
litigation had been inactive from 1984 until July 1993 when the State moved for
partial summary judgment for approximately $1.5 million on certain of its claims
in Flacke I and for summary judgment in Flacke II. In January 1994, the Company
cross-moved for summary judgment in Flacke I and Flacke II. All summary
judgment motions have been denied and both parties have appealed.
Residents in the vicinity of the Company's former Philadelphia lead
chemicals plant commenced a class action allegedly comprised of over 7,500
individuals seeking medical monitoring and damages allegedly caused by emissions
from the plant. Wagner, et al. v. Anzon, Inc. and NL Industries, Inc., No. 87-
4420, Court of Common Pleas, Philadelphia County. The complaint sought
compensatory and punitive damages from the Company and the current owner of the
plant, and alleged causes of action for, among other things, negligence, strict
liability, and nuisance. A class was certified to include persons who resided,
owned or rented property, or who work or have worked within up to approximately
three-quarters of a mile from the plant from 1960 through the present. The
Company answered the complaint, denying liability. In December 1994, the jury
returned a verdict in favor of the Company. Plaintiffs have appealed.
Residents also filed consolidated actions in the United States District Court
for the Eastern District of Pennsylvania, Shinozaki v. Anzon, Inc. and Wagner
and Antczak v. Anzon and NL Industries, Inc. Nos. 87-3441, 87-3502, 87-4137 and
87-5150. The consolidated action is a putative class action seeking CERCLA
response costs, including cleanup and medical monitoring, declaratory and
injunctive relief and civil penalties for alleged violations of the Resource
Conservation and Recovery Act ("RCRA"), and also asserting pendent common law
claims for strict liability, trespass, nuisance and punitive damages. The court
dismissed the common law claims without prejudice, dismissed two of the three
RCRA claims as against the Company with prejudice, and stayed the case pending
the outcome of the state court litigation.
In July 1991, a complaint was filed in the United States District Court for
the Central District of California, United States of America v. Peter Gull and
NL Industries, Inc., Civ. No. 91-4098, seeking recovery of $2 million in costs
incurred by the United States in response to the alleged release of hazardous
substances into the environment from a facility located in Norco, California,
treble damages and $1.75 million in penalties for the Company's alleged failure
to comply with the U.S. EPA's administrative order No. 88-13. The order, which
alleged that the Company arranged for the treatment or disposal of materials at
the Norco site, directed the immediate removal of hazardous substances from the
site. The Company carried out a portion of the remedy at the Norco site, but
did not complete the ordered activities because it believed they were in
conflict with California law. The Company answered the complaint denying
liability. The government claims it expended in excess of $2.7 million for this
matter. Trial was held in March and April 1993. In April 1994, the court
entered final judgment in this matter directing the Company to pay $6.3 million
plus interest. The court ruled that the Company was liable for approximately
$2.7 million in response costs plus approximately $3.6 million in penalties for
failure to comply with the administrative order. Both the Company and the
government have appealed. In August 1994, this matter was referred to
mediation, which is pending.
At a municipal and industrial waste disposal site in Batavia, New York, the
Company and six others have been identified as PRPs. The U.S. EPA has divided
the site into two operable units. Pursuant to an administrative consent order
entered into with the U.S. EPA, the Company conducted a RIFS for operable unit
one, the closure of the industrial waste disposal section of the landfill. The
Company's RIFS costs are approximately $2 million. In June 1995, the U.S. EPA
issued the record of decision for operable unit one, which is estimated by the
U.S. EPA to cost approximately $12.3 million. In September 1995, the U.S. EPA
and certain PRPs entered into an administrative order on consent for the
remedial design phase of the remedy for operable unit one. The Company and
other PRPs entered into an interim cost sharing arrangement for this phase of
work. With respect to the second operable unit, the extension of the municipal
water supply, the U.S. EPA estimated the costs at $1.2 million plus annual
operation and maintenance costs. The Company and the other PRPs are performing
the work comprising operable unit two. The U.S. EPA has also demanded
approximately $.9 million in past costs from the PRPs.
See Item 1 - "Business - Regulatory and Environmental Matters".
OTHER LITIGATION
Rhodes, et al. v. ACF Industries, Inc., et al. (Circuit Court of Putnam
County, West Virginia, No. 95-C-261). Twelve plaintiffs brought this action
against the Company and various other defendants in July 1995. Plaintiffs
allege that they were employed by demolition and disposal contractors, and claim
that as a result of the defendants' negligence they were exposed to asbestos
during demolition and disposal of materials from defendants' premises in West
Virginia. Plaintiffs allege personal injuries and seek compensatory damages
totaling $18.5 million and punitive damages totaling $55.5 million. The Company
has filed an answer denying plaintiffs' allegations. Discovery is proceeding.
The Company has been named as a defendant in various lawsuits alleging
personal injuries as a result of exposure to asbestos in connection with
formerly-owned operations. Various of these actions remain pending. One such
case, In re: Monongalia Mass II, (Circuit Court of Monongalia County, West
Virginia, Nos. 93-C-362, et al.), involving approximately 1,800 plaintiffs, is
scheduled to begin trial in August 1996. The Company is aware that claims on
behalf of approximately 400 additional plaintiffs have been filed, but the
Company has not yet been served with those claims. The Company intends to
defend these matters vigorously.
The Company is also involved in various other environmental, contractual,
product liability and other claims and disputes incidental to its present and
former businesses, and the disposition of past properties and former businesses.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the quarter
ended December 31, 1995.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
NL's common stock is listed and traded on the New York and Pacific Stock
Exchanges under the symbol "NL". As of February 29, 1996, there were
approximately 9,500 holders of record of NL common stock. The following table
sets forth the high and low sales prices for NL common stock on the New York
Stock Exchange ("NYSE") Composite Tape. On February 29, 1996, the closing price
of NL common stock according to the NYSE Composite Tape was $13 7/8.
High Low
Year ended December 31, 1994:
First quarter $ 9-5/8 $ 4-3/8
Second quarter 9-1/2 6-1/8
Third quarter 11-7/8 8-3/8
Fourth quarter 13-1/4 9
Year ended December 31, 1995:
First quarter $13-1/2 $11-3/4
Second quarter 16-5/8 11-7/8
Third quarter 17-1/2 13-1/2
Fourth quarter 16-5/8 10-7/8
The Company's Senior Notes generally limit the ability of the Company to
pay dividends to 50% of consolidated net income, as defined, subsequent to
October 1993. The Company did not pay a dividend in 1993, 1994 or 1995. At
December 31, 1995, $6 million was available for dividends. On February 15,
1996, the Company announced the resumption of a regular quarterly dividend by
declaring a $.10 per share cash dividend to be paid to shareholders of record on
March 1, 1996. The declaration and payment of future dividends and the amount
thereof will be dependent upon the Company's results of operations, financial
condition, contractual restrictions and other factors deemed relevant by the
Company's Board of Directors.
ITEM 6. SELECTED FINANCIAL DATA
The selected consolidated financial data set forth below should be read in
conjunction with the Consolidated Financial Statements and Notes thereto, and
Item 7 - "Management's Discussion and Analysis of Financial Condition and
Results of Operations."
Years ended December 31,
1991 1992 1993 1994 1995
(In millions, except per share amounts)
INCOME STATEMENT DATA:
Net sales $ 840.3 $ 893.5 $ 805.3 $ 888.0 $1,023.9
Operating income 139.0 110.7 62.4 111.4 199.7
Income (loss) from continuing
operations (24.0) (44.6) (83.2) (24.0) 85.6
Net income (loss) (16.5) (76.4) (109.8) (24.0) 85.6
Per common share:
Income (loss) from
continuing operations $ (.40) $ (.88) $ (1.63) $ (.47) $ 1.66
Net income (loss) (.27) (1.50) (2.16) (.47) 1.66
Cash dividends $ .60 $ .35 $ - $ - $ -
BALANCE SHEET DATA
(AT YEAR-END):
Cash, cash equivalents and
current marketable
securities $ 353.3 $ 187.9 $ 147.6 $ 156.3 $ 141.3
Current assets 795.5 635.8 467.5 486.4 551.1
Total assets 1,831.0 1,472.1 1,206.5 1,162.4 1,271.7
Current liabilities 360.2 248.8 232.5 244.9 302.4
Long-term debt including
current maturities 1,288.9 1,035.3 870.9 789.6 783.7
Shareholders' deficit (58.3) (146.3) (264.8) (293.1) (209.4)
OTHER DATA:
Net debt (1) $ 936.0 $ 847.7 $ 723.2 $ 633.4 $ 681.6
EBITDA (2) 126.6 115.1 67.2 101.3 212.1
Interest expense, net (3) 59.9 104.3 95.1 78.9 75.4
Cash interest expense,
net (4) 53.9 98.0 86.8 60.8 59.7
Capital expenditures 195.1 85.2 48.0 36.9 64.2
TiO2 sales volumes
(in thousands metric tons) 303 336 346 376 366
Average TiO2 selling price
index (1983=100) 147 139 127 131 150
(1) Net debt represents notes payable and long-term debt less cash, cash
equivalents and current marketable securities.
(2) EBITDA, as presented, represents operating income less corporate expense,
net, plus depreciation, depletion and amortization. EBITDA is presented as
a supplement to the Company's operating income and cash flow from
operations because the Company believes that certain parties find EBITDA a
useful tool for measuring the Company's performance and ability to service
debt. EBITDA is not a substitute for either operating income or cash flow
from operations.
(3) Interest expense, net represents interest expense less general corporate
interest and dividend income.
(4) Cash interest expense, net represents interest expense, net less non-cash
interest expense (deferred interest expense on the Senior Secured Discount
Notes and amortization of deferred financing costs).
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
GENERAL
The Company's operations are conducted in two business segments - TiO2
conducted by Kronos and specialty chemicals conducted by Rheox. As discussed
below, TiO2 selling prices increased during 1994 and the first nine months of
1995 after four consecutive years of a declining price trend. Kronos' operating
income and margins improved significantly during 1994 and 1995.
NET SALES AND OPERATING INCOME
Years ended December 31, % Change
1993 1994 1995 1994-93 1995-94
(In millions)
Net sales:
Kronos $697.0 $770.1 $ 894.1 +10% +16%
Rheox 108.3 117.9 129.8 +9% +10%
$805.3 $888.0 $1,023.9 +10% +15%
Operating income:
Kronos $ 36.1 $ 80.6 $ 161.2 +123% +100%
Rheox 26.3 30.8 38.5 +17% +25%
$ 62.4 $111.4 $ 199.7 +78% +79%
Percent change in TiO2:
Sales volume +9% -3%
Average selling prices
(in billing currencies) +3% +15%
The improvement in Kronos' 1995 results was primarily due to higher average
TiO2 selling prices and higher TiO2 production volumes, partially offset by
lower TiO2 sales volumes. In billing currency terms, Kronos' 1995 average TiO2
selling prices were approximately 15% higher than in 1994 and were 3% higher in
1994 compared to 1993. However, the majority of the 1995 increase in average
selling prices occurred during the first half of the year and average TiO2
selling prices in the fourth quarter of 1995 were 1% lower than the third
quarter of 1995.
Sales volume of 366,000 metric tons of TiO2 in 1995 decreased 3% compared
to the record level of 1994, with declines in both Europe and North America, due
to softening demand in the second half of 1995 and customers building
inventories during 1994 and early 1995. Kronos increased its production to 94%
of its capacity in 1994 and to full capacity in 1995. Kronos has curtailed
production rates in early 1996 in response to soft demand and its high inventory
levels. Kronos anticipates TiO2 demand will remain soft during the first half
of 1996, although industry capacity utilization rates are expected to increase
over the next several years. Kronos' TiO2 sales volumes increased 9% in 1994
over 1993, with increases in all major regions. Approximately one-half of
Kronos' 1995 TiO2 sales, by volume, were attributable to markets in Europe with
approximately 36% attributable to North America and the balance to other
regions.
Demand, supply and pricing of TiO2 have historically been cyclical and the
last cyclical peak for TiO2 prices occurred in early 1990. Kronos believes that
its operating margins for 1996 could be lower than in 1995 due principally to
the net effect of higher sales volumes, offset by increased raw material costs,
lower production volumes and lower technology fee income.
Rheox's operating income improved in 1995 compared to 1994 due to higher
sales volumes and selling prices. Operating income increased during 1994 over
1993 due to higher sales volumes and lower operating costs.
The Company has substantial operations and assets located outside the
United States (principally Germany, Norway, Belgium and Canada). The U.S.
dollar value of the Company's foreign sales and operating costs are subject to
currency exchange rate fluctuations which may slightly impact reported earnings
and may effect the comparability of period to period operating results. A
significant amount of the Company's sales are denominated in currencies other
than the U.S. dollar (64% in 1995), principally major European currencies and
the Canadian dollar. Certain purchases of raw materials, primarily titanium-
containing feedstocks, are denominated in U.S. dollars, while labor and other
production costs are primarily denominated in local currencies. Fluctuations in
the value of the U.S. dollar relative to other currencies increased 1995 sales
by $54 million compared to 1994 and decreased 1994 sales by $2 million compared
to 1993.
GENERAL CORPORATE
The following table sets forth certain information regarding general
corporate income (expense).
Years ended December 31, Change
1993 1994 1995 1994-93 1995-94
(In millions)
Securities earnings $ 8.5 $ 3.9 $ 7.4 $(4.6) $ 3.5
Corporate expenses, net (41.5) (44.7) (26.6) (3.2) 18.1
Interest expense (99.1) (83.9) (81.6) 15.2 2.3
$(132.1) $(124.7) $(100.8) $ 7.4 $23.9
Securities earnings fluctuate in part based upon the amount of funds
invested and yields thereon. Corporate expenses, net were significantly lower
in 1995 compared to 1994 due to lower provisions for environmental remediation
and litigation costs. Corporate expenses in 1994 were slightly higher than 1993
as a $20 million gain related to the settlement of a lawsuit was offset by
increases in provisions for environmental remediation and litigation costs.
INTEREST EXPENSE
Interest expense in 1994 and 1995 declined compared to the respective
prior-year periods due to lower levels of debt, principally Kronos' Deutsche
mark-denominated debt, and lower interest rates on such DM-denominated debt.
PROVISION FOR INCOME TAXES
The principal reasons for the difference between the U.S. federal statutory
income tax rates and the Company's effective income tax rates are explained in
Note 13 to the Consolidated Financial Statements. The Company's operations are
conducted on a worldwide basis and the geographic mix of income can
significantly impact the Company's effective income tax rate. In 1995, due to
the Company's return to profitability, the Company recognized approximately $10
million of U.S. deferred tax assets which the Company believes satisfy the
"more-likely-than-not" recognition criteria. During the fourth quarter of 1995,
the Company recorded deferred tax benefits of $6.6 million due to the reduction
in dividend withholding tax rates pursuant to ratification of the new
U.S./Canada income tax treaty. In 1993 and 1994, the geographic mix of income,
including losses in certain jurisdictions for which no current refund was
available and recognition of a deferred tax asset was not considered
appropriate, contributed to the Company's effective tax rate varying from a
normally-expected rate. The Company's deferred income tax status at December
31, 1995 is discussed in "Liquidity and Capital Resources".
Extraordinary item
See Note 16 to the Consolidated Financial Statements.
CHANGE IN ACCOUNTING PRINCIPLE
See Notes 2 and 19 to the Consolidated Financial Statements.
LIQUIDITY AND CAPITAL RESOURCES
The Company's consolidated cash flows provided by operating, investing and
financing activities for each of the past three years are presented below.
Years ended December 31,
1993 1994 1995
(In millions)
Net cash provided (used) by:
Operating activities $ (7.3) $ 181.7 $ 71.5
Investing activities 181.9 (32.8) (62.2)
Financing activities (155.3) (132.1) (3.3)
Net cash provided by operating, investing
and financing activities $ 19.3 $ 16.8 $ 6.0
The TiO2 industry is cyclical, with the previous peak in selling
prices in early 1990 and the latest trough in the third quarter of 1993.
During the last TiO2 downturn, the Company's operations used significant
amounts of cash. Since the 1993 trough, the Company's cash provided by
operating activities substantially improved as the Company's operating
income improved. Changes in the Company's inventories, receivables and
payables (excluding the effect of currency translation) also contributed
to the cash provided by operations in 1993 and 1994; however, such changes
used cash in 1995 primarily due to increased inventory levels. Receipt of
the German tentative tax refund, discussed below, significantly increased
the Company's cash flow from operating activities during 1994. A $30
million technology exchange fee received from Tioxide in October 1993, which
is being recognized as a component of operating income over three years, also
favorably impacted cash flow from operating activities in 1993.
Cash provided (used) by investing activities includes capital expenditures
in each period, and in 1993 included $161 million net cash generated from the
formation of the manufacturing joint venture with Tioxide. Cash provided by
investing activities also included net sales of marketable securities of $68
million in 1993 primarily used to fund debt repayments. In 1994 and 1995, net
proceeds of $15 million and $26 million, respectively, from the sale of trading
securities are components of the cash provided from operations as a result of
the adoption of SFAS No. 115.
The Company's capital expenditures during the past three years include an
aggregate of $73 million ($26 million in 1995) for the Company's ongoing
environmental protection and compliance programs, including a Canadian waste
acid neutralization facility, a Norwegian onshore tailings disposal system and
off-gas desulfurization systems. The Company's estimated 1996 and 1997 capital
expenditures are $63 million and $56 million, respectively, and include $23
million and $5 million, respectively, in the area of environmental protection
and compliance primarily related to the off-gas desulfurization systems and
water treatment chemical purification project. The Company spent $9 million in
1995, and plans to spend an additional $11 million in 1996 and $5 million in
1997, in capital expenditures related to a debottlenecking project at its
Leverkusen, Germany chloride process TiO2 facility that is expected to increase
the Company's worldwide annual attainable production to approximately 400,000
metric tons in 1997. The capital expenditures of the manufacturing joint
venture are not included in the Company's capital expenditures.
Net repayments of indebtedness in 1995 included $30 million in payments on
the Rheox bank term loan, including $10 million of prepayments, and $15 million
in scheduled repayments on the joint venture term loan. In addition, the
Company borrowed $51 million under DM-denominated short-term credit facilities
of which $11 million was repaid. In 1994 the Company borrowed DM 75 million
($45 million when borrowed) under the DM credit facility. Repayments of
indebtedness in 1994 included DM 225 million ($140 million when paid) paid on
the DM credit facility, $15 million paid on the Rheox bank term loan and $15
million paid on the joint venture term loan. Net repayments of indebtedness in
1993 included payments on the DM credit facility of DM 552 million ($342 million
when paid), a $110 million net reduction in indebtedness related to the
Louisiana plant and $350 million proceeds from the Company's public offering of
debt.
At December 31, 1995, the Company had cash and cash equivalents aggregating
$141 million (25% held by non-U.S. subsidiaries) including restricted cash and
cash equivalents of $10 million. In addition, the Company's subsidiaries had $5
million and $191 million available for borrowing at December 31, 1995 under
existing U.S. and non-U.S. credit facilities, respectively, of which $87 million
of the non-U.S. amount is available only for (i) permanently reducing the DM
term loan or (ii) paying future German income tax assessments, as described
below. In January 1996, the Company borrowed DM 30 million under the revolving
credit portion of the DM credit facility.
Based upon the Company's expectations for the TiO2 industry and anticipated
demands on the Company's cash resources as discussed herein, the Company expects
to have sufficient liquidity to meet its obligations including operations,
capital expenditures and debt service. To the extent that actual developments
differ from Company's expectations, the Company's liquidity could be adversely
affected. On February 15, 1996, the Company announced the resumption of a
regular quarterly dividend by declaring a $.10 per share cash dividend to be
paid to shareholders of record on March 1, 1996.
Certain of the Company's income tax returns in various U.S. and non-U.S.
jurisdictions, including Germany, are being examined and tax authorities have
proposed or may propose tax deficiencies. During 1994, the German tax
authorities withdrew certain proposed tax deficiencies of DM 100 million and
remitted tax refunds aggregating DM 225 million ($136 million when received),
including interest, on a tentative basis while examination of the Company's
German income tax returns continued. The Company recently reached agreement in
principle with the German tax authorities regarding such examinations which will
resolve certain significant tax contingencies for years through 1990. The
Company expects to finalize assessments and pay tax deficiencies of
approximately DM 50 million ($35 million at December 31, 1995), including
interest, in settlement of these issues during the first half of 1996. The
Company considers the agreement in principle to be a favorable resolution of the
contingencies and the anticipated payment is within previously-accrued amounts
for such matters.
Certain other German tax contingencies remain outstanding and will continue
to be litigated. No assurances can be given that this litigation will be
resolved in the Company's favor in view of the inherent uncertainties involved
in court rulings. Although the Company believes that it will ultimately prevail
in the litigation, the Company has granted a DM 100 million ($70 million at
December 31, 1995) lien on its Nordenham, Germany TiO2 plant in favor of the
German tax authorities until the litigation is resolved. The Company believes
that it has adequately provided accruals for additional income taxes and related
interest expense which may ultimately result from all such examinations and
believes that the ultimate disposition of such examinations should not have a
material adverse effect on the Company's consolidated financial position,
results of operations or liquidity.
At December 31, 1995, the Company had net deferred tax liabilities of $157
million. The Company operates in numerous tax jurisdictions, in certain of
which it has temporary differences that net to deferred tax assets (before
valuation allowance). The Company has provided a deferred tax valuation
allowance of $196 million at December 31, 1995, principally related to the U.S.
and Germany, partially offsetting deferred tax assets which the Company believes
do not currently meet the "more-likely-than-not" recognition criteria.
In addition to the chemicals businesses conducted through Kronos and Rheox,
the Company also has certain interests and associated liabilities relating to
certain discontinued or divested businesses and other holdings of marketable
equity securities including securities issued by Valhi and other Contran
subsidiaries.
The Company has been named as a defendant, PRP, or both, in a number of
legal proceedings associated with environmental matters, including waste
disposal sites or facilities currently or formerly owned, operated or used by
the Company, many of which disposal sites or facilities are on the U.S. EPA's
Superfund National Priorities List or similar state lists. On a quarterly
basis, the Company evaluates the potential range of its liability at sites where
it has been named as a PRP or defendant. The Company believes it has provided
adequate accruals for reasonably estimable costs of such matters, but the
Company's ultimate liability may be affected by a number of factors, including
changes in remedial alternatives and costs and the allocation of such costs
among PRPs. The Company is also a defendant in a number of legal proceedings
seeking damages for personal injury and property damage arising out of the sale
of lead pigments and lead-based paints. The Company has not accrued any amounts
for the pending lead pigment litigation. Although no assurance can be given
that the Company will not incur future liability in respect of this litigation,
based on, among other things, the results of such litigation to date, the
Company believes that the pending lead pigment litigation is without merit.
Liability, that may result, if any, cannot reasonably be estimated. The Company
currently believes the disposition of all claims and disputes, individually or
in the aggregate, should not have a material adverse effect on the Company's
consolidated financial position, results of operations or liquidity. There can
be no assurance that additional matters of these types will not arise in the
future. See Item 3 - "Legal Proceedings" and Note 18 to the Consolidated
Financial Statements.
As discussed above, the Company has substantial operations located outside
the United States for which the functional currency is not the U.S. dollar. As
a result, the reported amount of the Company's assets and liabilities related to
its non-U.S. operations, and therefore the Company's consolidated net assets,
will fluctuate based upon changes in currency exchange rates. The carrying
value of the Company's net investment in its German operations is a net
liability due principally to its DM credit facility, while its net investment in
its other non-U.S. operations are net assets.
The Company periodically evaluates its liquidity requirements, alternative
uses of capital, capital needs and availability of resources in view of, among
other things, its debt service and capital expenditure requirements and
estimated future operating cash flows. As a result of this process, the Company
has in the past and may in the future seek to reduce, refinance or restructure
indebtedness, raise additional capital, modify its dividend policy, restructure
ownership interests, sell interests in subsidiaries or other assets, or take a
combination of such steps or other steps to manage its liquidity and capital
resources. In the normal course of its business, the Company may review
opportunities for the acquisition of businesses and assets in the chemicals
industry. In the event of any future acquisition, the Company may consider
using available cash, issuing equity securities or increasing its indebtedness
to the extent permitted by the agreements governing the Company's existing debt.
See Note 10 to the Consolidated Financial Statements.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is contained in a separate section of
this Annual Report. See "Index of Financial Statements and Schedules" on page
F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Item is incorporated by reference to NL's
definitive proxy statement to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A within 120 days after the end of the
fiscal year covered by this report (the "NL Proxy Statement").
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference to the
NL Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is incorporated by reference to the
NL Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is incorporated by reference to the
NL Proxy Statement. See also Note 17 to the Consolidated Financial Statements.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES, AND REPORTS ON FORM 8-K
(a) and (d) Financial Statements and Schedules
The consolidated financial statements and schedules listed by
the Registrant on the accompanying Index of Financial
Statements and Schedules (see page F-1) are filed as part of
this Annual Report.
(b) Reports on Form 8-K
Reports on Form 8-K for the quarter ended December 31, 1995 and
thereafter through the date of this report.
October 19, 1995 - reported items 5 and 7.
January 25, 1996 - reported items 5 and 7.
February 15, 1996 - reported items 5 and 7.
(c) Exhibits
Included as exhibits are the items listed in the Exhibit
Index. NL will furnish a copy of any of the exhibits
listed below upon payment of $4.00 per exhibit to cover
the costs to NL of furnishing the exhibits. Instruments
defining the rights of holders of long-term debt issues
which do not exceed 10% of consolidated total assets
will be furnished to the Securities and Exchange Commission
upon request.
Item No. Exhibit Index
3.1 By-Laws, as amended on June 28, 1990 - incorporated by reference to
Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1990.
3.2 Certificate of Amended and Restated Certificate of Incorporation
dated June 28, 1990 - incorporated by reference to Exhibit 1 to the
Registrant's Proxy Statement on Schedule 14A for the annual meeting
held on June 28, 1990.
4.1 Registration Rights Agreement dated October 30, 1991, by and between
the Registrant and Tremont Corporation - incorporated by reference
to Exhibit 4.3 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1991.
4.2 Indenture dated October 20, 1993 governing the Registrant's 11.75%
Senior Secured Notes due 2003, including form of Senior Note -
incorporated by reference to Exhibit 4.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1993.
4.3 Senior Mirror Notes dated October 20, 1993 - incorporated by
reference to Exhibit 4.3 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1993.
4.4 Senior Note Subsidiary Pledge Agreement dated October 20, 1993
between Registrant and Kronos, Inc. - incorporated by reference to
Exhibit 4.4 to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1993.
4.5 Third Party Pledge and Intercreditor Agreement dated October 20,
1993 between Registrant, Chase Manhattan Bank (National Association)
and Chemical Bank - incorporated by reference to Exhibit 4.5 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1993.
4.6 Indenture dated October 20, 1993 governing the Registrant's 13%
Senior Secured Discount Notes due 2005, including form of Discount
Note - incorporated by reference to Exhibit 4.6 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1993.
4.7 Discount Mirror Notes dated October 20, 1993 - incorporated by
reference to Exhibit 4.8 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1993.
4.8 Discount Note Subsidiary Pledge Agreement dated October 20, 1993
between Registrant and Kronos, Inc. - incorporated by reference to
Exhibit 4.9 to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1993.
10.1 Amended and Restated Loan Agreement dated as of October 15, 1993
among Kronos International, Inc., the Banks set forth therein,
Hypobank International S.A., as Agent and Banque Paribas, as Co-
agent - incorporated by reference to Exhibit 10.17 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1993.
10.2 Amended and Restated Liquidity Undertaking dated October 15, 1993 by
the Registrant, Kronos, Inc. and Kronos International, Inc. to
Hypobank International S.A., as agent, and the Banks set forth
therein - incorporated by reference to Exhibit 10.18 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1993.
10.3 Credit Agreement dated as of March 20, 1991 between Rheox, Inc. and
Subsidiary Guarantors and The Chase Manhattan Bank (National
Association) and the Nippon Credit Bank, Ltd., as Co-agents -
incorporated by reference to Exhibit 10.4 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1990.
10.4 Amendments 1 and 2 dated May 1, 1991 and February 15, 1992,
respectively, to the Credit Agreement between Rheox, Inc. and
Subsidiary Guarantors and the Chase Manhattan Bank (National
Association) and the Nippon Credit Bank, Ltd. as Co-Agents-
incorporated by reference to Exhibit 10.2 to the Registrant's
Quarterly Report on form 10-Q for the quarter ended June 30, 1992.
10.5 Third amendment to the Credit Agreement, dated March 5, 1993 between
Rheox, Inc. and Subsidiary Guarantors and the Chase Manhattan Bank
(National Association) and the Nippon Credit Bank, Ltd as Co-Agents
- incorporated by reference to Exhibit 10.7 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1992.
10.6 Fourth and Fifth Amendments to the Credit Agreement, dated September
23, 1994 and December 15, 1994, respectively, between Rheox, Inc.
and Subsidiary Guarantors and the Chase Manhattan Bank (National
Association) and the Nippon Credit Bank, Ltd. as Co-Agents -
incorporated by reference to Exhibit 10.6 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1994.
10.7 Sixth and Seventh Amendments to the Credit Agreement, dated
September 23, 1995 and February 2 1996, respectively, between Rheox,
Inc. and Subsidiary Guarantors and the Chase Manhattan Bank
(National Association) and the Nippon Credit Bank, Ltd. as Co-
Agents.
10.8 Credit Agreement dated as of October 18, 1993 among Louisiana
Pigment Company, L.P., as Borrower, the Banks listed therein and
Citibank, N.A., as Agent - incorporated by reference to Exhibit
10.11 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1993.
10.9 Security Agreement dated October 18, 1993 from Louisiana Pigment
Company, L.P., as Borrower, to Citibank, N.A., as Agent -
incorporated by reference to Exhibit 10.12 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1993.
10.10 Security Agreement dated October 18, 1993 from Kronos Louisiana,
Inc. as Grantor, to Citibank, N.A., as Agent - incorporated by
reference to Exhibit 10.13 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1993.
10.11 KLA Consent and Agreement dated as of October 18, 1993 between
Kronos Louisiana, Inc. and Citibank, N.A., as Agent - incorporated
by reference to Exhibit 10.14 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1993.
10.12 Guaranty dated October 18, 1993, from Kronos, Inc., as guarantor, in
favor of Lenders named therein, as Lenders, and Citibank, N.A., as
Agent - incorporated by reference to Exhibit 10.15 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1993.
10.13 Mortgage by Louisiana Pigment Company, L.P. dated October 18, 1993
in favor of Citibank, N.A. - incorporated by reference to Exhibit
10.16 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1993.
10.14 Lease Contract dated June 21, 1952, between Farbenfabrieken Bayer
Aktiengesellschaft and Titangesellschaft mit beschrankter Haftung
(German language version and English translation thereof) -
incorporated by reference to Exhibit 10.14 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1985.
10.15 Contract on Supplies and Services among Bayer AG, Kronos Titan-GmbH
and Kronos International, Inc. dated June 30, 1995 (English
translation from German language document) - incorporated by
reference to Exhibit 10.1 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1995.
10.16 Agreement dated February 8, 1984, between Bayer AG and Kronos Titan
GmbH (German language version and English translation thereof) -
incorporated by reference to Exhibit 10.16 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1985.
10.17 Richards Bay Slag Sales Agreement dated May 1, 1995 between Richards
Bay Iron and Titanium (Proprietary) Limited and Kronos, Inc.
10.18 Formation Agreement dated as of October 18, 1993 among Tioxide
Americas Inc., Kronos Louisiana, Inc. and Louisiana Pigment Company,
L.P. - incorporated by reference to Exhibit 10.2 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1993.
10.19 Joint Venture Agreement dated as of October 18, 1993 between Tioxide
Americas Inc. and Kronos Louisiana, Inc. - incorporated by reference
to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1993.
10.20 Amendment No. 1 to Joint Venture Agreement dated as of December 20,
1995 between Tioxide Americas Inc. and Kronos Louisiana, Inc.
10.21 Kronos Offtake Agreement dated as of October 18, 1993 between Kronos
Louisiana, Inc. and Louisiana Pigment Company, L.P. - incorporated
by reference to Exhibit 10.4 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1993.
10.22 Amendment No. 1 to Kronos Offtake Agreement dated as of December 20,
1995 between Kronos Louisiana, Inc. and Louisiana Pigment Company,
L.P.
10.23 Tioxide Americas Offtake Agreement dated as of October 18, 1993
between Tioxide Americas Inc. and Louisiana Pigment Company, L.P. -
incorporated by reference to Exhibit 10.5 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1993.
10.24 Amendment No. 1 to Tioxide Americas Offtake Agreement dated as of
December 20, 1995 between Tioxide Americas Inc. and Louisiana
Pigment Company, L.P.
10.25 TCI/KCI Output Purchase Agreement dated as of October 18, 1993
between Tioxide Canada Inc. and Kronos Canada, Inc. - incorporated
by reference to Exhibit 10.6 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1993.
10.26 TAI/KLA Output Purchase Agreement dated as of October 18, 1993
between Tioxide Americas Inc. and Kronos Louisiana, Inc. -
incorporated by reference to Exhibit 10.7 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1993.
10.27 Master Technology Exchange Agreement dated as of October 18, 1993
among Kronos, Inc., Kronos Louisiana, Inc., Kronos International,
Inc., Tioxide Group Limited and Tioxide Group Services Limited -
incorporated by reference to Exhibit 10.8 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1993.
10.28 Parents' Undertaking dated as of October 18, 1993 between ICI
American Holdings Inc. and Kronos, Inc. - incorporated by reference
to Exhibit 10.9 to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1993.
10.29 Allocation Agreement dated as of October 18, 1993 between Tioxide
Americas Inc., ICI American Holdings, Inc., Kronos, Inc. and Kronos
Louisiana, Inc. - incorporated by reference to Exhibit 10.10 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1993.
10.30* 1985 Long Term Performance Incentive Plan of NL Industries, Inc., as
adopted by the Board of Directors on February 27, 1985 -
incorporated by reference to Exhibit A to the Registrant's Proxy
Statement on Schedule 14A for the annual meeting held on April 24,
1985.
10.31 Form of Director's Indemnity Agreement between NL and the
independent members of the Board of Directors of NL - incorporated
by reference to Exhibit 10.20 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1987.
10.32* 1989 Long Term Performance Incentive Plan of NL Industries, Inc. as
adopted by the Board of Directors on February 14, 1989 -
incorporated by reference to Exhibit A to the Registrant's Proxy
Statement on Schedule 14A for the annual meeting held on May 2,
1989.
10.33 Savings Plan for Employees of NL Industries, Inc. as adopted by the
Board of Directors on February 14, 1989 - incorporated by reference
to Exhibit B to the Registrant's Proxy Statement on Schedule 14A for
the annual meeting held May 2, 1989.
10.34* NL Industries, Inc. 1992 Non-Employee Director Stock Option Plan, as
adopted by the Board of Directors on February 13, 1992 -
incorporated by reference to Appendix A to the Registrant's Proxy
Statement on Schedule 14A for the annual meeting held April 30,
1992.
10.35 Intercorporate Services Agreement by and between Valhi, Inc. and the
Registrant effective as of January 1, 1995 - incorporated by
reference to Exhibit 10.1 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1995.
10.36 Intercorporate Services Agreement by and between Contran Corporation
and the Registrant effective as of January 1, 1995 -incorporated by
reference to Exhibit 10.2 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1995.
10.37 Intercorporate Services Agreement by and between Tremont Corporation
and the Registrant effective as of January 1, 1995.
10.38 Insurance Sharing Agreement, effective January 1, 1990, by and
between the Registrant, NL Insurance, Ltd. (an indirect subsidiary
of Tremont Corporation) and Baroid Corporation - incorporated by
reference to Exhibit 10.20 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1991.
10.39* Description of terms of an executive severance agreement between the
Registrant and Joseph S. Compofelice - incorporated by reference to
the last paragraph of page 16 entitled "Employment Agreements" of
the Registrant's definitive proxy statement dated March 30, 1994.
10.40* Description of terms of an executive severance agreement between the
Registrant and Lawrence A. Wigdor - incorporated by reference to the
last paragraph on page 16 entitled "Employment Agreements" of the
Registrant's definitive proxy statement dated March 29, 1995.
10.41* Executive Severance Agreement effective as of December 31, 1991 by
and between the Registrant and J. Landis Martin - incorporated by
reference to Exhibit 10.22 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1991.
10.42* Supplemental Executive Retirement Plan for Executives and Officers
of NL Industries, Inc. effective as of January 1, 1991 -
incorporated by reference to Exhibit 10.26 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1992.
10.43* Agreement to Defer Bonus Payment dated December 28, 1995 between the
Registrant and Lawrence A. Wigdor and related trust agreement.
21.1 Subsidiaries of the Registrant.
23.1 Consent of Independent Accountants.
27.1 Financial Data Schedules for the year ended December 31, 1995.
99.1 Annual Report of Savings Plan for Employees of NL Industries, Inc.
(Form 11-K) to be filed under Form 10-K/A to the Registrant's Annual
Report on Form 10-K within 180 days after December 31, 1995.
* Management contract, compensatory plan or arrangement.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
NL Industries, Inc.
(Registrant)
By /s/ J. Landis Martin
J. Landis Martin, March 1, 1996
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated:
/s/ J. Landis Martin /s/ Harold C. Simmons
J. Landis Martin, Harold C. Simmons,
March 1, 1996 March 1, 1996
Director, President and Chairman of the Board
Chief Executive Officer
/s/ Glenn R. Simmons /s/ Joseph S. Compofelice
Glenn R. Simmons, Joseph S. Compofelice,
March 1, 1996 March 1, 1996
Director Director, Vice President and
Chief Financial Officer
/s/ Kenneth R. Peak /s/ Dr. Lawrence A. Wigdor
Kenneth R. Peak, Dr. Lawrence A. Wigdor,
March 1, 1996 March 1, 1996
Director Director, President and Chief
Executive Officer of Kronos
and Rheox
/s/ Elmo R. Zumwalt, Jr. /s/ Dennis G. Newkirk
Elmo R. Zumwalt, Jr., Dennis G. Newkirk,
March 1, 1996 March 1, 1996
Director Vice President and Controller
(Principal Accounting Officer)