UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of the earliest event reported)
November 30, 2004
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NL Industries, Inc.
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(Exact name of Registrant as specified in its charter)
New Jersey 1-640 13-5267260
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(972) 233-1700
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
Effective November 30, 2004, the registrant, Valhi, Inc., a Delaware
corporation and a parent of the registrant ("Valhi"), and Contran Corporation, a
Delaware corporation and a parent of Valhi ("Contran"), entered into an Amended
Tax Agreement (the "Tax Agreement").
NL and Valhi are eligible to file consolidated returns with Contran for
federal income taxes and, subject to certain jurisdictional limitations,
eligible to file combined state and local tax returns. The Tax Agreement
provides for the allocation of tax liabilities, and the procedures to be
followed, with respect to the determination and payment of NL's share of such
income tax liabilities. The Tax Agreement is filed as Exhibit 10.1 to this
current report.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Item No. Exhibit Index
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10.1* Amended Tax Agreement dated as of November 30, 2004 among NL
Industries, Inc., Valhi, Inc. and Contran Corporation.
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* Filed herewith.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NL Industries, Inc.
(Registrant)
By: /s/ Gregory M. Swalwell
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Gregory M. Swalwell
Vice President, Finance and
Chief Financial Officer
Date: December 3, 2004
INDEX TO EXHIBITS
Exhibit No. Description
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10.1* Amended Tax Agreement dated as of November 30, 2004 among NL
Industries, Inc., Valhi, Inc. and Contran Corporation.
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* Filed herewith.