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)
June 26, 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 June 26, 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 June 26, 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: June 26, 2006
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- --------------------------------------------------
99.1 Press Release dated June 26, 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
- --------------------------------------------------------------------------------
KRONOS WORLDWIDE, INC. ANNOUNCES COMMENCEMENT OF EXCHANGE OFFER FOR (euro)400
MILLION OF SENIOR SECURED NOTES OF ITS KRONOS INTERNATIONAL, INC. SUBSIDIARY
DALLAS, TX - June 26, 2006 - Kronos Worldwide, Inc. (NYSE: KRO) today announced
that its wholly-owned subsidiary, Kronos International, Inc., commenced its
offer to holders of (euro)400 million aggregate principal amount of its 6 1/2%
Senior Secured Notes due 2013 issued on April 11, 2006 to exchange such notes
for a like principal amount of notes that have been registered under the
Securities Act of 1933, as amended. Kronos International, Inc. conducts Kronos
Worldwide's titanium dioxide pigment operations in Europe.
The exchange offer is scheduled to expire on July 24, 2006, at 12:00 midnight,
New York City time, unless further extended by Kronos International. The Bank of
New York in London has been appointed as the exchange agent for the exchange
offer. Requests for assistance or documents should be directed to the Bank of
New York at 011 44(207) 964 6513 or 011 44(207) 964 7235.
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.
This news release does not constitute an offer to sell or the solicitation of
any offer to buy any securities.