Attached files
| file | filename |
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| EX-31.1 - EXHIBIT 31.1 - KRONOS INTERNATIONAL INC | exh311.htm |
| EX-32.1 - EXHIBIT 32.1 - KRONOS INTERNATIONAL INC | exh321.htm |
| EX-31.2 - EXHIBIT 31.2 - KRONOS INTERNATIONAL INC | exh312.htm |
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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
10-K/A
(Amendment
No. 1)
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X
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Annual
Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act
of 1934:
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For
the fiscal year ended December 31,
2008
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Commission
file number
333-100047
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KRONOS INTERNATIONAL,
INC
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(Exact
name of Registrant as specified in its charter)
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DELAWARE
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22-2949593
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(State
or other jurisdiction of
incorporation
or organization)
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(IRS
Employer Identification No.)
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5430
LBJ Freeway, Suite 1700
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Dallas,
Texas 75240-2697
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(Address
of principal executive offices)
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Registrant's
telephone number, including area
code: (972) 233-1700
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No
securities are registered pursuant to Section 12(b) of the Act.
No
securities are registered pursuant to Section 12(g) of the Act.
Indicate
by check mark:
If
the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act. Yes No
X
If
the Registrant is not required to file reports pursuant to Section 13 or Section
15(d) of the Act. Yes No
X
Whether
the Registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and
(2) has been subject to such filing requirements for the past 90
days. Yes X No
Whether
the Registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2
of the Act). Large accelerated filer
Accelerated filer Non-accelerated
filer X Smaller
reporting company
Whether the Registrant is a shell
company (as defined in Rule 12b-2 of the Act). Yes No X
No
common stock was held by nonaffiliates of the Registrant as of June 30, 2008
(the last business day of the Registrant's most recently-completed second fiscal
quarter).
As
of February 27, 2009, 2,968 shares of the Registrant's common stock were
outstanding.
The
Registrant is a wholly-owned subsidiary of Kronos Worldwide, Inc. (File No.
1-31763) and meets the conditions set forth in General Instructions I(1) (a) and
(b) and is therefore filing this Form 10-K with the reduced disclosure
format.
Documents incorporated by
reference
None.
Explanatory
Note Regarding Amendment No. 1
We are filing this Amendment No. 1 on
Form 10-K/A ("Form 10-K/A") to amend our Annual Report on Form 10-K for the year
ended December 31, 2008, as filed with the Securities and Exchange Commission
("SEC") on March 12, 2009 ("Original Form 10-K"). This amendment is
being filed solely to (i) amend the certifications by our Principal Executive
Officer and Principal Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 to correct a typographical error whereby an incorrect
date was inadvertently provided on the certification, (ii) correct certain
typographical errors in the certifications of our Principal Executive Officer
and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 and (iii) correctly indicate that certain exhibits included in Item
15(b) are incorporated by reference from other filings. This
amendment includes new certifications by our Principal Executive Officer and
Principal Financial Officer pursuant to Sections 302 and 906 of the
Sarbanes-Oxley Act of 2002, filed as Exhibits 31.1, 31.2 and 32.1
hereto. Each certification as corrected was true and correct as of
the date of the filing of the Original Form 10-K.
Except as described above, we have
not modified or updated other disclosures contained in the Original Form
10-K. Accordingly, this Form 10-K/A with the exception of the
foregoing does not reflect events occurring after the date of filing of the
Original Form 10-K or modify or update those disclosures affected by subsequent
events. Consequently, all other information not affected by the
corrections described above is unchanged and reflects the disclosures made at
the date of the filing of the Original Form 10-K and should be read in
conjunction with our filings with the SEC subsequent to the filing of the
Original Form 10-K, including amendments to those filings, if any.
ITEM
15. EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
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(a)
and (c)
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Financial
Statements and Schedules
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The
Registrant
The
consolidated financial statements and schedules of the Registrant listed on the
accompanying Index of Financial Statements and Schedules (see page F-1)
were filed as part of the Original Form 10-K.
Financial
Statements of Guarantors
The
consolidated financial statements of Kronos Titan GmbH and Kronos Denmark ApS
listed on the accompanying Index of Financial Statements and Schedules (see
page F-1) were filed as part of the Original Form 10-K pursuant to Rule
3-16 of Regulation S-X. The Registrant is not required to provide any
other financial statements pursuant to Rule 3-16 of Regulation S-X.
(b) Exhibits
Included
as exhibits are the items listed in the Exhibit Index. We will
furnish a copy of any of the exhibits listed below upon payment of $4.00 per
exhibit to cover our costs to furnish the exhibits. Pursuant to Item
601(b)(4)(iii) of Regulation S-K, any instrument defining the rights of holders
of long-term debt issues and other agreements related to indebtedness which do
not exceed 10% of consolidated total assets as of December 31, 2008 will be
furnished to the Commission upon request.
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Item No.
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Exhibit Index
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3.1
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Certificate
of Incorporation of the Registrant – incorporated by reference to Exhibit
3.1 to the Registrant’s Registration Statement on Form S-4 (File No.
333-100047).
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3.2
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Certificate
of Amendment to Certificate of Incorporation of the Registrant, dated
March 15, 1989 – incorporated by reference to Exhibit 3.2 to the
Registrant’s Registration Statement on Form S-4 (File No.
333-100047).
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3.3
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Certificate
of Amendment to Certificate of Incorporation of the Registrant, dated
January 1, 1999 – incorporated by reference to Exhibit 3.3 to the
Registrant’s Registration Statement on Form S-4 (File No.
333-100047).
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3.4
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Certificate
of Amendment to Certificate of Incorporation of the Registrant, dated
February 8, 1999 – incorporated by reference to Exhibit 3.4 to the
Registrant’s Registration Statement on Form S-4 (File No.
333-100047).
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Item No.
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Exhibit Index
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3.5
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Certificate
of Amendment to Certificate of Incorporation of the Registrant, dated
December 15, 1999 – incorporated by reference to Exhibit 3.5 to the
Registrant’s Registration Statement on Form S-4 (File No.
333-100047).
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3.6
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Amended
and Restated Bylaws of the Registrant – incorporated by reference to
Exhibit 3.6 to the Registrant’s Registration Statement on Form S-4 (File
No. 333-100047).
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4.1
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Indenture
governing the 6.5% Senior Secured Notes due 2013, dated as of April 11,
2006, between Kronos International, Inc. and The Bank of New
York, as trustee (incorporated by reference to Exhibit 4.1 to the
Registrant’s Current Report on Form 8-K (File No. 333-100047) that was
filed with the U.S. Securities and Exchange Commission on April 11,
2006).
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4.2
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Form
of certificate of Series A 6.5% Senior Secured Note due
2013 (incorporated by reference to Exhibit 4.2 to the
Registrant’s Current Report on Form 8-K (File No. 333-100047) that was
filed with the U.S. Securities and Exchange Commission on April
11, 2006).
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4.3
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Form
of certificate of Series B 6.5% Senior Secured Note due
2013 (incorporated by reference to Exhibit 4.3 to the
Registrant’s Current Report on Form 8-K (File No. 333-100047) that was
filed with the U.S. Securities and Exchange Commission on April 11,
2006).
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4.4
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Purchase
Agreement dated April 5, 2006 between
Kronos International, Inc. and Deutsche Bank AG London
(incorporated by reference to Exhibit 4.1 to the
Registrant’s Current Report on Form 8-K (File No. 333-100047) that was
filed with the U.S. Securities and Exchange Commission on April
11, 2006).
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4.5
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Registration
Rights Agreement dated as of April 11, 2006
between Kronos International, Inc. and Deutsche Bank AG
London (incorporated by reference to Exhibit
4.5 to the Registrant’s Current Report on Form 8-K (File No.
333-100047) that was filed with the U.S. Securities and
Exchange Commission on April 11, 2006).
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4.6
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Collateral
Agency Agreement, dated April 11, 2006, among The Bank of
New York, U.S. Bank, N.A. and Kronos International,
Inc. (incorporated by reference to Exhibit 4.6 to the
Registrant’s Current Report on Form 8-K (File No. 333-100047)
that was filed with the U.S. Securities and Exchange Commission on April
11, 2006).
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Item No.
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Exhibit Index
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4.7
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Security
Over Shares Agreement, dated April 11, 2006, between Kronos International,
Inc. and The Bank of New York (incorporated by reference
to Exhibit 4.7 to the Registrant’s Current Report on Form 8-K
(File No. 333-100047) that was filed with the
U.S. Securities and Exchange Commission on April
11, 2006).
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4.8
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Pledge
of Shares (shares in Kronos Denmark ApS), dated April
11, 2006, between Kronos International, Inc. and U.S.
Bank, N.A. (incorporated by reference to Exhibit 4.8 to
the Registrant’s Current Report on Form 8-K (File No.
333-100047) that was filed with the U.S. Securities and Exchange
Commission on April 11, 2006).
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4.9
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Pledge
Agreement (shares in Societe Industrielle du Titane
S.A.), dated April 11, 2006, between Kronos
International, Inc. and U.S. Bank, N.A. (incorporated by
reference to Exhibit 4.9 to the Registrant’s Current
Report on Form 8-K (File No. 333-100047) that was filed with the U.S.
Securities and Exchange Commission on April 11, 2006).
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4.10
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Share
Pledge Agreement (shares in Kronos Titan GmbH), dated
April 11, 2006, between Kronos International, Inc. and
U.S. Bank, N.A. (incorporated by reference to Exhibit
4.10 to the Registrant’s Current Report on Form 8-K (File No. 333-100047)
that was filed with the U.S. Securities and Exchange Commission on April
11, 2006).
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10.1
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Euro
80,000,000 Facility Agreement, dated June 25, 2002, among Kronos Titan
GmbH & Co. OHG, Kronos Europe S.A./N.V., Kronos Titan A/S and Titania
A/S, as borrowers, Kronos Titan GmbH & Co. OHG, Kronos Europe
S.A./N.V. and Kronos Norge AS, as guarantors, Kronos Denmark ApS, as
security provider, Deutsche Bank AG, as mandated lead arranger, Deutsche
Bank Luxembourg S.A., as agent and security agent, and KBC Bank NV, as
fronting bank, and the financial institutions listed in Schedule 1
thereto, as lenders – incorporated by reference to Exhibit 10.1 to the
Quarterly Report on Form 10-Q of NL Industries, Inc. for the quarter ended
June 30, 2002.
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10.2
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First
Amendment Agreement, dated September 3, 2004, Relating to a Facility
Agreement dated June 25, 2002 among Kronos Titan GmbH, Kronos Europe
S.A./N.V., Kronos Titan AS and Titania A/S, as borrowers, Kronos Titan
GmbH, Kronos Europe S.A./N.V. and Kronos Norge AS, as guarantors, Kronos
Denmark ApS, as security provider, with Deutsche Bank Luxembourg S.A.,
acting as agent – incorporated by reference to Exhibit 10.1 of the Current
Report on on Form 8-K of Kronos Worldwide, Inc. dated November 17, 2004
(File No. 333-119639).
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Item No.
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Exhibit Index
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10.3
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Second
Amendment Agreement Relating to a Facility Agreement dated June 25, 2002
executed as of June 14, 2005 by and among Deutsche Bank AG, as mandated
lead arranger, Deutsche Bank Luxembourg S.A. as agent, the participating
lenders, Kronos Titan GmbH, Kronos Europe S.A./N.V, Kronos Titan AS,
Kronos Norge AS, Titania AS and Kronos Denmark ApS – incorporated by
reference to Exhibit 10.1 of the Registrant’s Form 8-K dated June 14,
2005. Certain schedules, exhibits, annexes and similar
attachments to this Exhibit 10.3 have not been filed; upon request, the
Reporting Persons will furnish supplementally to the Commission a copy of
any omitted exhibit, annex or attachment.
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10.4
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Third
Amendment Agreement Relating to a Facility Agreement dated June 25, 2002
executed as of May 26, 2008 by and among Deutsche Bank AG, as mandated
lead arranger, Deutsche Bank Luxembourg S.A., as agent, the participating
lenders, Kronos Titan GmbH, Kronos Europe S.A.,/N.V, Kronos Titan AS,
Kronos Norge AS, Titania AS and Kronos Denmark ApS – incorporated by
reference to Exhibit 10.1 to the Current Report on Form 8-K of Kronos
International, Inc. (File No. 333-100047) dated May 26,
2008. Certain schedules, exhibits, annexes and similar
attachments to this Exhibit 10.1 have not been files; upon request, the
registrant will furnish supplementally to the Commission a copy of any
omitted exhibit, annex or attachment.
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10.5
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Lease
Contract, dated June 21, 1952, between Farbenfabriken Bayer
Aktiengesellschaft and Titangesellschaft mit beschrankter Haftung (German
language version and English translation thereof) – incorporated by
reference to Exhibit 10.14 to the Annual Report on Form 10-K of NL
Industries, Inc. for the year ended December 31, 1985.
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10.6
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Master
Technology Exchange Agreement, dated as of October 18, 1993, among Kronos,
Inc., Kronos Louisiana, Inc., the Registrant, Tioxide Group Limited and
Tioxide Group Services Limited – incorporated by reference to Exhibit 10.8
to the Quarterly Report on Form 10-Q of NL Industries, Inc. for the
quarter ended September 30, 1993.
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10.7
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Intercorporate
Services Agreement, dated as of January 1, 2005, among Kronos Worldwide,
Inc., Kronos (US), Inc., Kronos International, Inc. and Kronos Canada,
Inc. – incorporated by reference to Exhibit 10.7 to the Registrant’s
Annual Report on Form 10-K for the year ended December 31,
2004.
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10.8
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Tax
Agreement, dated as of May 28, 2002, between Kronos, Inc. and the
Registrant – incorporated by reference to Exhibit 10.7 to the Registrant’s
Registration Statement on Form S-4 (File No.
333-100047).
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Item No.
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Exhibit Index
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10.9
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Services
Agreement, dated as of January 1, 2004, among Kronos International, Inc.,
Kronos Europe S.A./N.V., Kronos (US), Inc., Kronos Titan GmbH, Kronos
Denmark ApS, Kronos Canada, Inc., Kronos Limited, Societe Industrielle Du
Titane, S.A., Kronos B.V., Kronos Titan AS and Titania AS. – incorporated
by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form
10-K for the year ended December 31, 2004.
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10.10
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Form
of Assignment and Assumption Agreement, dated as of January 1, 1999,
between Kronos, Inc. (formerly known as Kronos (USA), Inc.) and the
Registrant – incorporated by reference to Exhibit 10.9 to the Registrant’s
Registration Statement on Form S-4 (File No.
333-100047).
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10.11
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Form
of Cross License Agreement, effective as of January 1, 1999, between
Kronos Inc. (formerly known as Kronos (USA), Inc.) and the Registrant –
incorporated by reference to Exhibit 10.10 to the Registrant’s
Registration Statement on Form S-4 (File No.
333-100047).
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10.12*
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NL
Industries, Inc. 1998 Long-Term Incentive Plan – incorporated by reference
to Appendix A to the Proxy Statement on Schedule 14A of NL Industries,
Inc. for the annual meeting of shareholders held on May 6,
1998.
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10.13*
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Form
of Kronos Worldwide, Inc. Long-Term Incentive Plan – incorporated by
reference to Exhibit 10.4 of Kronos Worldwide, Inc.’s Registration
Statement on Form 10 (File No. 001-31763).
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10.14*
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Form
of Indemnity Agreement between the Registrant and the officers and
directors of the Registrant – incorporated by reference to Exhibit 10.12
to the Registrant’s Registration Statement on Form S-4 (File No.
333-100047).
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10.15*
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Summary
of Consulting arrangement beginning on August 1, 2003, as amended January
14, 2008 between Lawrence A. Wigdor and Kronos Worldwide, inc. –
incorporated by reference to Item 1.01 to the Kronos Worldwide, Inc.
Current Report on Form 8-K filed with the U.S. Securities and Exchange
commission on January 18, 2008.
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10.16
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Agency
Agreement, dated as of January 1, 2004, among Kronos International, Inc.,
Kronos Titan GmbH, Kronos Europe S.A./N.V., Kronos Canada, Inc., Kronos
Titan AS and Societe Indutrielle Du Titane, S.A. – incorporated by
reference to Exhibit 10.24 to the Registrant’s Annual Report on Form 10-K
for the year ended December 31,
2004.
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Item No.
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Exhibit Index
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10.17
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Titanium
Dioxide Products and Titanium Chemicals Distribution Agreement, dated as
of January 1, 2005, among Kronos Titan GmbH, Kronos Europe S.A./N.V.,
Kronos Canada, Inc., Kronos Titan AS, Kronos (US), Inc., Kronos Denmark
ApS, Kronos Titan GmbH, Kronos Limited, Societe Industrielle Du Titane,
S.A. and Kronos B.V. – incorporated by reference to Exhibit 10.25 to the
Registrant’s Annual Report on Form 10-K for the year ended December 31,
2004.
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10.18
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Raw
Material Purchase and Sale Agreement, dated as of January 1, 2004, among
Kronos (US), Inc., Kronos Titan GmbH, Kronos Europe S.A./N.V. and Kronos
Canada, Inc. – incorporated by reference to Exhibit 10.26 to the
Registrant’s Annual Report on Form 10-K for the year ended December 31,
2004.
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10.19
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Promissory
note in the amount of euro 65,000,000, dated as of October 12, 2004
between the Registrant and Kronos Worldwide, Inc. – incorporated by
reference to Exhibit 10.27 to the Registrant’s Annual Report on Form 10-K
for the year ended December 31, 2004.
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10.20
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Promissory
note in the amount of euro 98,094,875, dated as of November 26, 2004
between the Registrant and Kronos Worldwide, Inc. – incorporated by
reference to Exhibit 10.28 to the Registrant’s Annual Report on Form 10-K
for the year ended December 31, 2004.
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12.1 **
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Statements
of Computation of Ratio of Earnings to Fixed Charges
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31.1 ***
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Certification.
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31.2 ***
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Certification.
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32.1 ***
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Certification.
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___________________________________
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*
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Management
contract, compensatory plan or
arrangement
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**
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Previously
filed with the Registrant’s Annual Report on Form 10-K filed with the
Securities Exchange Commission on March 12,
2009.
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*** Filed
herewith.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereto duly authorized.
Kronos
International, Inc.
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/s/ Gregory M. Swalwell
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Gregory
M. Swalwell, November 6, 2009
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(Vice
President, Finance; Principal Financial
Officer)
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