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) April 11, 2006 Kronos Worldwide, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-31763 76-0294959 - --------------- ----------- -------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) No.) 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697 - ------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (972) 233-1700 (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 7.01 Regulation FD Disclosure. The registrant hereby furnishes the information set forth in its press release issued on April 11, 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 - ---------- ---------------------------------------- 99.1 Press Release dated April 11, 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. Kronos Worldwide, Inc. (Registrant) By: /s/ Gregory M. Swalwell ---------------------------- Gregory M. Swalwell Vice President, Finance and Chief Financial Officer Date: April 11, 2006 INDEX TO EXHIBITS Exhibit No. Description - ----------- -------------------------------------------------- 99.1 Press Release dated April 11, 2006 issued by the registrant.
KRONOS WORLDWIDE, INC. Contact: Gregory M. Swalwell Three Lincoln Centre Vice President, Finance and Chief 5430 LBJ Freeway, Suite 1700 Financial Officer Dallas, Texas 75240-2697 (972) 233-1700 - ------------------------------------------------------------------------------- News Release - ------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE KRONOS WORLDWIDE, INC. ANNOUNCES CLOSING OF PRIVATE PLACEMENT OF SENIOR SECURED NOTES BY ITS SUBSIDIARY KRONOS INTERNATIONAL, INC. DALLAS, TX -April 11, 2006 - Kronos Worldwide, Inc. (NYSE: KRO) today announced the closing of a private placement by its wholly-owned subsidiary, Kronos International, Inc., of (euro)400 million ($480 million at current exchange rates) of Senior Secured Notes due 2013 at an interest rate of 6 1/2% and priced at 99.306%. Kronos International, Inc. conducts Kronos Worldwide's titanium dioxide pigments operations in Europe. The net proceeds of the offering of approximately $467.9 million, together with approximately $2.1 million of cash on hand, were used to repay Kronos International's outstanding 8?% senior secured notes due 2009. The Notes were 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 were not 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.