-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fpaqk9KqBe6z93tJLAZskPS4iPb2Qohrk9bWQmkXQhVSZm0lvkMFkatNYm6jeDhm SV+DpsBeWT/XsN+yf09Q0w== 0001325447-06-000003.txt : 20060208 0001325447-06-000003.hdr.sgml : 20060208 20060208163853 ACCESSION NUMBER: 0001325447-06-000003 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060208 DATE AS OF CHANGE: 20060208 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Nalco Holding CO CENTRAL INDEX KEY: 0001298341 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 161701300 FISCAL YEAR END: 1204 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80171 FILM NUMBER: 06589517 BUSINESS ADDRESS: STREET 1: 1601 WEST DIEHL ROAD CITY: NAPERVILLE STATE: IL ZIP: 60563 BUSINESS PHONE: (630) 305-1000 MAIL ADDRESS: STREET 1: 1601 WEST DIEHL ROAD CITY: NAPERVILLE STATE: IL ZIP: 60563 FORMER COMPANY: FORMER CONFORMED NAME: Nalco CORP DATE OF NAME CHANGE: 20040723 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Arnhold & S. Bleichroeder Advisers, LLC CENTRAL INDEX KEY: 0001325447 IRS NUMBER: 571156902 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 2126983226 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 SC 13G 1 g13.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (RULE 13d-102) Information to be included in statements filed pursuant to Rule 13d-1 (b) (c) and (d) and Amendments thereto filed pursuant to Rule 13d-2 (b). Nalco Holding Co. (Name of Issuer) Common Stock (Title of Class of Securities) 62985Q101 (CUSIP Number) December 31, 2005 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1 (b) [ ] Rule 13d-1 (c) [ ] Rule 13d-1 (d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13G Issuer: Nalco Holding Co. CUSIP No.: 62985Q101 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Arnhold and S. Bleichroeder Advisers, LLC Tax ID # 57-1156902 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware NUMBER OF SHARES 5 SOLE VOTING POWER - 11,830,937 BENEFICIALLY 6 SHARED VOTING POWER - 0 OWNED BY EACH 7 SOLE DISPOSITIVE POWER - 11,830,937 REPORTING PERSON 8 SHARED DISPOSITIVE POWER - 0 WITH: 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,830,937 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES N/A 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 8.35% 12 TYPE OF REPORTING PERSON IA SCHEDULE 13G Issuer: Nalco Holding Co. CUSIP No.: 62985Q101 ITEM 1 (a) Name of Issuer: Nalco Holding Co. (b) Address of Issuer's Principal Executive Offices: 1601 West Diehl Road Naperville, IL 60563 ITEM 2 (a) Name of Person Filing: Arnhold and S. Bleichroeder Advisers, LLC (b) Address of Principal Business Office: 1345 Avenue of the Americas New York, NY 10105 (c) Citizenship: Delaware, USA (Place of Incorporation) (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 62985Q101 ITEM 3 If this statement is filed pursuant to Sections 240. 13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) [ ] Insurance Company as defined in section 3(a)(19) of the Act (15 U.S.C. 78C); (d) [ ] Investment company registered under Section 8 of the Investment Company Act if 1940 (15 U.S.C. 80a-8); (e) [X] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an insurance company under Section 3 (c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with section 240.13d-1 (b)(1)(ii)(J). SCHEDULE 13G Issuer: Nalco Holding Co. CUSIP No.: 62985Q101 ITEM 4. Ownership. (a) Amount beneficially owned: 11,830,937 (b) Percent of class: 8.35% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 11,830,937 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 11,830,937 (iv) Shared power to dispose or to direct the disposition of 0 ITEM 5. Ownership of Five Percent or Less of a Class. N/A ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON N/A ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON. N/A ITEM 8. Identification and Classification of Members of the Group. N/A ITEM 9. Notice of Dissolution of Group N/A ITEM 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connectionwith or as a participant in any transaction having that purpose of effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 8, 2006 Signature: /s/ Mark Goldstein Name/Title: Mark Goldstein, Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----