UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of the earliest event reported)
May 24, 2006
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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 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(b) On May 24, 2006, Mr. James W. Brown ceased to hold the positions of
vice president and controller of the registrant. Mr. Brown has been appointed
vice president, corporate finance for Titanium Metals Corporation, a publicly
held corporation related to the registrant ("TIMET").
(c) On May 24, 2006, Mr. Tim C. Hafer, age 44, was appointed as vice
president and controller of the registrant to serve at the pleasure of the
registrant's board of directors. From 2003 to May 24, 2006, Mr. Hafer served as
director - finance and control of the registrant and of Kronos Worldwide, Inc.,
a publicly held corporation related to the registrant ("Kronos Worldwide"). From
prior to 2001 to 2003, Mr. Hafer served as an assistant controller of Valhi,
Inc., a publicly held parent corporation of the registrant ("Valhi"), and
Contran Corporation, a privately held parent corporation of the registrant,
Kronos Worldwide, TIMET and Valhi ("Contran"). Mr. Hafer is an employee of
Contran and provides his services to the registrant under an intercorporate
services agreement between Contran and the registrant. For a description of the
intercorporate services agreement, see "Certain Relationships and Transactions"
in the registrant's 2006 proxy statement ("Proxy Statement") filed with the U.S.
Securities and Exchange Commission on April 17, 2006 (SEC File No. 1-640), which
description is incorporated herein by reference.
On May 24, 2006, Mr. Hafer was also appointed as vice president and
controller of Kronos Worldwide. For a discussion of potential conflicts of
interest of officers who serve more than one corporation, see "Certain
Relationships and Transactions" in the Proxy Statement, which discussion is
incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
The registrant hereby furnishes the information set forth in its press
release issued on May 24, 2006, a copy of which is attached hereto as Exhibit
99.1 and incorporated herein by reference.
The information, including the exhibit, the registrant furnishes in this
report is not deemed "filed" for purposes of section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that section. Registration statements or other documents filed with the
Securities and Exchange Commission shall not incorporate this information by
reference, except as otherwise expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Item No. Exhibit Index
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99.1 Press Release dated May 24, 2006 issued by the registrant.
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/ A. Andrew R. Louis
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A. Andrew R. Louis
Secretary
Date: May 26, 2006
INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Press Release dated May 24, 2006 issued by the registrant.