-----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, QFmtgXdWWTgrmU5ZUUKaG2I9738jR86QVEoCvB35+ptYyvJNmGZ9/PmQQJvKECVj p+FEW8AOsw3JY/UdGzl9+A== 0000069598-98-000004.txt : 19980624 0000069598-98-000004.hdr.sgml : 19980624 ACCESSION NUMBER: 0000069598-98-000004 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980623 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NALCO CHEMICAL CO CENTRAL INDEX KEY: 0000069598 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 361520480 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-06955 FILM NUMBER: 98652385 BUSINESS ADDRESS: STREET 1: ONE NALCO CTR CITY: NAPERVILLE STATE: IL ZIP: 60563 BUSINESS PHONE: 7083051000 MAIL ADDRESS: STREET 1: ONE NALCO CENTER CITY: NAPERVILLE STATE: IL ZIP: 60563-1198 424B3 1 APPENDIX Rule 424(b)(3) File No. 333-06955 NALCO CHEMICAL COMPANY COMMON STOCK ACQUIRED UNDER THE NALCO CHEMICAL COMPANY NON-EMPLOYEE DIRECTORS STOCK COMPENSATION PLAN APPENDIX DATED JUNE 23, 1998 TO PROSPECTUS DATED JUNE 27, 1996 This Appendix updates certain information in the Prospectus dated June 27, 1996 (the "Prospectus") relating to shares of Common stock which may be offered by the stockholders listed herein under the caption "Selling Stockholders" or by their transferees (or by their donees or pledgees). The Company will furnish without charge to participants additional copies of the Prospectus upon request. SELLING STOCKHOLDERS The following table sets forth the name and position within the Company for the last three years of each Selling Stockholder, the number of shares of Common Stock of the Company beneficially owned by him/her on the date of this Prospectus, and the number of shares offered by the Prospectus. Shares Owned Shares Offered by Name of Director Beneficially (1) This Prospectus (2) - ---------------- ---------------- ------------------- J. L. Ballesteros 16,600 600 H. G. Bernthal 37,014(4) 600(5) H. Corless 38,614(3)(4) 600(5) H. M. Dean 33,864(3)(4) 600(5) J. P. Frazee, Jr. 39,248(4) 600(5) A. L. Kelly 33,483(3)(4) 600(5) B. S. Kelly 4,600 200 F. A. Krehbiel 40,614(4) 600(5) S. A. Penrose 6,206(4) 200(5) W. A. Pogue 32,950(3)(4) 600(5) J. J. Shea 25,614(4) 600(5) (1) Includes shares which may be acquired by exercise of stock options. (2) This does not constitute a commitment to sell all of the stated number of shares. The amount of shares offered shall be determined from time to time by each Selling Stockholder in his/her sole discretion. (3) Includes beneficial/ownership of shares held indirectly by wife or by a trust. (4) Includes stock compensation deferred as Share Units from the Non-Employee Directors Stock Compensation Plan. (5) Deferred as Share Units Additional Selling Stockholders will be identified by a subsequent appendix. One or more of the Selling Stockholders may from time to time make gifts of any or all of his/her shares or pledge any or all of his/her shares as collateral for loans. In the event of such gift or of a default under any such loan, the donee may elect to sell donated shares or the lender may elect to sell shares held as collateral by means of the Prospectus as supplemented. -----END PRIVACY-ENHANCED MESSAGE-----