UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
NL Industries, Inc
SEC FILE NUMBER: 1-640
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 2004
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: Not applicable
PART I - REGISTRANT INFORMATION
Full Name of Registrant: NL Industries, Inc
Former Name if Applicable: Not Applicable
Address of Principal Executive Office:
5430 LBJ Freeway, Suite 1700
Three Lincoln Centre, Dallas, Texas 75240-2697
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed.
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be
filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form
10-Q, or portion thereof, will be filed on or before the fifth
calendar day following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached, if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed period:
The Registrant is still in the process of completing its assessment of its
internal control over financial reporting. The Registrant currently expects to
be able to complete such assessment within the time provided by this Form
12b-25, at which time the Registrant would file its complete Annual Report on
Form 10-K for the year ended December 31, 2004, including management's report on
internal control over financial reporting.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Greg Swalwell, Vice President, Finance and Chief Financial Officer.
972-233-1700.
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
Registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[ ] Yes [X] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
As provided by the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, the Registrant cautions that statements in this
Form 12b-25 relating to matters that are not historical facts including, but not
limited to, statements found in Part III - "Narrative" and this Part IV - "Other
Information," are forward-looking statements that represent management's belief
and assumptions based on currently available information. Forward-looking
statements can be identified by the use of words such as "believes," "intends,"
"may," "should," "could," "anticipates," "expected," or comparable terminology,
or by discussions of strategies or trends. Although the Registrant believes the
expectations reflected in such forward-looking statements are reasonable, it
cannot give any assurances that these expectations will prove to be correct.
Such statements by their nature involve substantial risks and uncertainties that
could significantly impact expected results, and actual future results could
differ materially from those described in such forward-looking statements. While
it is not possible to identify all factors, the Registrant continues to face
many risks and uncertainties. Among the factors that could cause actual future
results to differ materially are the risks and uncertainties discussed in this
filing and those described from time to time in the Registrant's other filings
with the Securities and Exchange Commission including, but not limited to:
o Future supply and demand for the Company's products,
o The extent of the dependence of certain of the Company's businesses on
certain market sectors,
o The cyclicality of certain of the Company's businesses,
o The impact of certain long-term contracts on certain of the Company's
businesses,
o Customer inventory levels,
o Changes in raw material and other operating costs,
o The possibility of labor disruptions,
o General global economic and political conditions,
o Competitive products and substitute products,
o Customer and competitor strategies,
o The impact of pricing and production decisions,
o Competitive technology positions,
o The introduction of trade barriers,
o Fluctuations in currency exchange rates,
o Operating interruptions,
o The ability to implement headcount reductions in certain operations in
a cost effective manner within the constraints of non-U.S.
governmental regulations, and the timing and amount of any such cost
savings realized,
o The ability of the Company to renew or refinance credit facilities,
o Uncertainties associated with new product development,
o The ultimate outcome of income tax audits, tax settlement initiatives
or other tax matters,
o The ultimate ability to utilize income tax attributes, the benefit of
which has been recognized under the "more-likely-than-not" recognition
criteria,
o The ultimate ability to timely complete the assessment of the
Company's internal control over financial reporting,
o Environmental matters,
o Government laws and regulations and possible changes therein,
o The ultimate resolution of pending litigation, and
o Possible future litigation.
Should one or more of these risks materialize (or the consequences of such
a development worsen), or should the underlying assumptions prove incorrect,
actual results could differ materially from those forecasted or expected. The
Registrant disclaims any intention or obligation to update or revise any
forward-looking statement whether as a result of changes in information, future
events or otherwise.
NL Industries, Inc. has caused this notification to be signed on its behalf by
the undersigned thereunto duly authorized.
Date: March 16, 2005 NL INDUSTRIES, INC.
By:/s/ Greg Swalwell.
Greg Swalwell
Vice President, Finance and
Chief Financial Officer