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 18, 2004
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Kronos Worldwide, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 1-31763 76-0294959
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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 2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
The registrant announced on November 18, 2004 the pricing of a euro 90
million private placement offering by Kronos International, Inc., a Delaware
corporation and a wholly owned subsidiary of the registrant ("KII"), of add-on
8.875% Senior Secured Notes due 2009 at the issue price of 107% plus accrued
interest from the issue date (the "Add-On Notes"), which is anticipated to be on
or about November 26, 2004. The Add-On Notes are being issued as an add-on to
KII's previously issued euro 285,000,000 aggregate principal amount of 8.875%
Senior Secured Notes due 2009.
For a description of the terms of, and collateral related to, the Add-On
Notes, please see:
(1) the Indenture governing the 8.875% Senior Secured Notes due 2009,
dated as of June 28, 2002, between KII and The Bank of New York,
as trustee (which is incorporated herein by reference to Exhibit
4.1 to the Quarterly Report on Form 10-Q of NL Industries, Inc.
(File No. 1-640) for the quarter ended June 30, 2002 that was
filed on August 14, 2002 with the U.S. Securities and Exchange
Commission (the "Form 10-Q"));
(2) Collateral Agency Agreement (shares of Kronos Limited), dated
June 28, 2002, among The Bank of New York, U.S. Bank, N.A. and
KII (which is incorporated herein by reference to Exhibit 4.6 to
the Form 10-Q);
(3) Security Over Shares Agreement, dated June 28, 2002, between KII
and The Bank of New York (which is incorporated herein by
reference to Exhibit 4.7 to the Form 10-Q);
(4) Pledge of Shares (shares in Kronos Denmark ApS), dated June 28,
2002, between KII and U.S. Bank, N.A. (which is incorporated
herein by reference to Exhibit 4.8 to the Form 10-Q);
(5) Pledge Agreement (shares in Societe Industrielle du Titane S.A.),
dated June 28, 2002, between KII and U.S. Bank, N.A (which is
incorporated herein by reference to Exhibit 4.9 to the Form
10-Q); and
(6) Partnership Interest Pledge Agreement (relating to fixed capital
contribution in Kronos Titan GmbH & Co.), dated June 28, 2002,
between Kronos International, Inc. and U.S. Bank, N.A. (which is
incorporated herein by reference to Exhibit 4.10 to the Form
10-Q).
Item 7.01 Regulation FD Disclosure.
Pursuant to Item 7.01 of this current report, the registrant hereby
furnishes the information set forth in its press release issued on November 18,
2004, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein
by reference.
The information, including Exhibit 99.1, the registrant furnishes in under
this Item 7.01 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 U.S. 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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4.1 Indenture governing the 8.875% Senior Secured Notes due 2009,
dated as of June 28, 2002, between Kronos International, Inc.
and The Bank of New York, as trustee (incorporated herein by
reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q
of NL Industries, Inc. (File No. 1-640) for the quarter ended
June 30, 2002 that was filed with the U.S. Securities and
Exchange Commission on August 14, 2002).
4.2 Form of certificate of 8.875% Senior Secured Note due 2009
(incorporated herein by reference to Exhibit A to Exhibit 4.1
to the Quarterly Report on Form 10-Q of NL Industries, Inc.
(File No. 1-640) for the quarter ended June 30, 2002 that was
filed with the U.S. Securities and Exchange Commission on
August 14, 2002).
4.3 Form of certificate of 8.875% Senior Secured Note due 2009
(incorporated herein by reference to Exhibit B to Exhibit 4.1
to the Quarterly Report on Form 10-Q of NL Industries, Inc.
(File No. 1-640) for the quarter ended June 30, 2002 that was
filed with the U.S. Securities and Exchange Commission on
August 14, 2002).
4.4 Collateral Agency Agreement, dated June 28, 2002, among The
Bank of New York, U.S. Bank, N.A. and Kronos International,
Inc. (which is incorporated herein by reference to Exhibit 4.6
to the Quarterly Report on Form 10-Q of NL Industries, Inc.
(File No. 1-640) for the quarter ended June 30, 2002 that was
filed with the U.S. Securities and Exchange Commission on
August 14, 2002).
4.5 Security Over Shares Agreement, dated June 28, 2002, between
Kronos International, Inc. and The Bank of New York (which is
incorporated herein by reference to Exhibit 4.7 to the
Quarterly Report on Form 10-Q of NL Industries, Inc. (File No.
1-640) for the quarter ended June 30, 2002 that was filed with
the U.S. Securities and Exchange Commission on August 14,
2002).
4.6 Pledge of Shares (shares in Kronos Denmark ApS), dated June
28, 2002, between Kronos International, Inc. and U.S. Bank,
N.A. (which is incorporated herein by reference to Exhibit 4.8
to the Quarterly Report on Form 10-Q of NL Industries, Inc.
(File No. 1-640) for the quarter ended June 30, 2002 that was
filed with the U.S. Securities and Exchange Commission on
August 14, 2002).
4.7 Pledge Agreement (shares in Societe Industrielle du Titane
S.A.), dated June 28, 2002, between Kronos International, Inc.
and U.S. Bank, N.A (which is incorporated herein by reference
to Exhibit 4.9 to the Quarterly Report on Form 10-Q of NL
Industries, Inc. (File No. 1-640) for the quarter ended June
30, 2002 that was filed with the U.S. Securities and Exchange
Commission on August 14, 2002).
4.8 Partnership Interest Pledge Agreement (relating to fixed
capital contribution in Kronos Titan GmbH & Co.), dated June
28, 2002, between Kronos International, Inc. and U.S. Bank,
N.A. (which is incorporated herein by reference to Exhibit
4.10 to the Quarterly Report on Form 10-Q of NL Industries,
Inc. (File No. 1-640) for the quarter ended June 30, 2002 that
was filed with the U.S. Securities and Exchange Commission on
August 14, 2002).
99.1* Press Release dated November 18, 2004 issued by the
registrant.
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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.
KRONOS WORLDWIDE, INC.
(Registrant)
By: /s/ Gregory M. Swalwell
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Gregory M. Swalwell
Vice President, Finance and
Chief Financial Officer
Date: November 19, 2004
INDEX TO EXHIBITS
Exhibit No. Description
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4.1 Indenture governing the 8.875% Senior Secured Notes due 2009,
dated as of June 28, 2002, between Kronos International, Inc. and
The Bank of New York, as trustee (incorporated herein by
reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q of
NL Industries, Inc. (File No. 1-640) for the quarter ended June
30, 2002 that was filed with the U.S. Securities and Exchange
Commission on August 14, 2002).
4.2 Form of certificate of 8.875% Senior Secured Note due 2009
(incorporated herein by reference to Exhibit A to Exhibit 4.1 to
the Quarterly Report on Form 10-Q of NL Industries, Inc. (File
No. 1-640) for the quarter ended June 30, 2002 that was filed
with the U.S. Securities and Exchange Commission on August 14,
2002).
4.3 Form of certificate of 8.875% Senior Secured Note due 2009
(incorporated herein by reference to Exhibit B to Exhibit 4.1 to
the Quarterly Report on Form 10-Q of NL Industries, Inc. (File
No. 1-640) for the quarter ended June 30, 2002 that was filed
with the U.S. Securities and Exchange Commission on August 14,
2002).
4.4 Collateral Agency Agreement, dated June 28, 2002, among The Bank
of New York, U.S. Bank, N.A. and Kronos International, Inc.
(which is incorporated herein by reference to Exhibit 4.6 to the
Quarterly Report on Form 10-Q of NL Industries, Inc. (File No.
1-640) for the quarter ended June 30, 2002 that was filed with
the U.S. Securities and Exchange Commission on August 14, 2002).
4.5 Security Over Shares Agreement, dated June 28, 2002, between
Kronos International, Inc. and The Bank of New York (which is
incorporated herein by reference to Exhibit 4.7 to the Quarterly
Report on Form 10-Q of NL Industries, Inc. (File No. 1-640) for
the quarter ended June 30, 2002 that was filed with the U.S.
Securities and Exchange Commission on August 14, 2002).
4.6 Pledge of Shares (shares in Kronos Denmark ApS), dated June 28,
2002, between Kronos International, Inc. and U.S. Bank, N.A.
(which is incorporated herein by reference to Exhibit 4.8 to the
Quarterly Report on Form 10-Q of NL Industries, Inc. (File No.
1-640) for the quarter ended June 30, 2002 that was filed with
the U.S. Securities and Exchange Commission on August 14, 2002).
4.7 Pledge Agreement (shares in Societe Industrielle du Titane S.A.),
dated June 28, 2002, between Kronos International, Inc. and U.S.
Bank, N.A (which is incorporated herein by reference to Exhibit
4.9 to the Quarterly Report on Form 10-Q of NL Industries, Inc.
(File No. 1-640) for the quarter ended June 30, 2002 that was
filed with the U.S. Securities and Exchange Commission on August
14, 2002).
4.8 Partnership Interest Pledge Agreement (relating to fixed capital
contribution in Kronos Titan GmbH & Co.), dated June 28, 2002,
between Kronos International, Inc. and U.S. Bank, N.A. (which is
incorporated herein by reference to Exhibit 4.10 to the Quarterly
Report on Form 10-Q of NL Industries, Inc. (File No. 1-640) for
the quarter ended June 30, 2002 that was filed with the U.S.
Securities and Exchange Commission on August 14, 2002).
99.1* Press Release dated November 18, 2004 issued by the registrant.
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* Filed herewith.
KRONOS WORLDWIDE, INC. Contact: Gregory M. Swalwell
Three Lincoln Centre Vice President, Finance and
5430 LBJ Freeway, Suite 1700 Chief Financial Officer
Dallas, Texas 75240-2697 (972) 233-1700
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PRESS RELEASE
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(LOGO GOES HERE)
FOR IMMEDIATE RELEASE
KRONOS WORLDWIDE, INC. ANNOUNCES PRICING OF EURO 90 MILLION
PRIVATE PLACEMENT OF ADD-ON
SENIOR SECURED NOTES BY ITS SUBSIDIARY
KRONOS INTERNATIONAL, INC.
DALLAS, TX - November 18, 2004 - Kronos Worldwide, Inc. (NYSE: KRO) today
announced the pricing of a euro 90 million private placement offering by its
wholly-owned subsidiary, Kronos International, Inc., of add-on 8.875% Senior
Secured Notes due 2009 at the issue price of 107% plus accrued interest from the
issue date, which is anticipated to be on or about November 26, 2004. Kronos
International, Inc. conducts Kronos Worldwide's titanium dioxide pigments
operations in Europe. It is expected that the net proceeds of the offering will
be loaned to Kronos Worldwide.
The Notes are being issued as an add-on to Kronos International's previously
issued euro 285,000,000 aggregate principal amount of 8.875% Senior Secured
Notes due 2009.
The Notes will be sold to qualified institutional buyers in the United States in
reliance on Rule 144A and to persons outside of the United States in reliance on
Regulation S under the Securities Act of 1933, as amended. The Notes will not be
registered under the Securities Act and, unless so registered, may not be
offered or sold in the United States except pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities
Act and applicable state securities laws. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of the Notes in any state in which such offer, solicitation or
sale would be unlawful prior to the registration or qualification under the
securities laws of any such state.
The statements in this release relating to matters that are not historical facts
are forward-looking statements that represent management's beliefs and
assumptions based on currently available information. Forward-looking statements
can be identified by the use of words such as "will," "anticipates," "expects,"
or comparable terminology or by discussions of strategy or trends. Although we
believe that 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 risks and uncertainties,
including, but not limited to, global economic and political conditions,
financial market conditions, changes in foreign currency exchange rates,
operating interruptions (including, but not limited to, labor disputes, leaks,
fires, explosions, unscheduled downtime, transportation interruptions, war and
terrorist activities), and other risks and uncertainties detailed in our
Securities and Exchange Commission filings. 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. We disclaim any intention or obligation to
update publicly or revise such statements, whether as a result of new
information, future events or otherwise.
Kronos Worldwide, Inc. is a major international producer of titanium dioxide
pigments.