-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, KbCuAELfJkUx6mLf4y0jcz3sA1m6JMukK9d5kadhlmF0chccgJro2j7Xxl0/C7ap B1w9vXK3As6EFLR0wrZxkQ== 0000902561-94-000002.txt : 19940414 0000902561-94-000002.hdr.sgml : 19940414 ACCESSION NUMBER: 0000902561-94-000002 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19940413 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NALCO CHEMICAL CO CENTRAL INDEX KEY: 0000069598 STANDARD INDUSTRIAL CLASSIFICATION: 2890 IRS NUMBER: 361520480 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-53111 FILM NUMBER: 94522403 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 S-3 1 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on April 12, 1994 Registration No. 33- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ FORM S-3 REGISTRATION STATEMENT Under The Securities Act of 1933 ______________________ NALCO CHEMICAL COMPANY (Exact name of registrant as specified in its charter) Delaware (State of incorporation) 36-1520480 (I.R.S. Employer Identification Number) One Nalco Center Naperville, Illinois 60563-1198 (708) 305-1000 (Address, including zip code, and telephone number, including area code, of principal executive offices) C.L. Campbell General Counsel One Nalco Center Naperville, Illinois 60563-1198 (708) 305-1000 (Name, address, including zip code, and telephone number, including area code, of agent for service) ____________________________ Copy to: Robert E. Curley Mayer, Brown & Platt 190 South LaSalle Street Chicago, Illinois 60603 Approximate date of commencement of proposed sale to the public: As soon as practicable after the Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: /x/ CALCULATION OF REGISTRATION FEE Proposed Proposed Title of each Amount maximum maximum Amount of class of securities to be offering price aggregate registration to be registered registered per share (1) offering price(1) fee Common Stock par value $0.1875 per share (including Preferred Stock Purchase Rights)......98,787 shares $33.3125 $3,290,841.94 $1,134.77 (1) Estimated solely for purposes of determining the registration fee, based on the average of the high and low sales price on April 6, 1994. ____________________________ The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. SUBJECT TO COMPLETION, DATED April 12, 1994 98,787 Shares Nalco Chemical Company Common Stock par value $0.1875 per share _________________ The 98,787 shares (the "Shares") of common stock, par value $0.1875 (the "Common Stock"), of Nalco Chemical Company (the "Company") offered hereby were transferred by the Company as corporate gifts to the selling stockholders (the "Selling Stockholders") on March 25, 1994. See "Selling Stockholders." The Shares are being sold for the account of the Selling Stockholders, and the Company will not receive any proceeds from the sale of the Shares. The Selling Stockholders have advised the Company that they may from time to time offer and sell the Shares on the New York Stock Exchange, the Chicago Stock Exchange or otherwise at market prices then prevailing or at prices and upon terms then obtainable. Sales may be made in ordinary brokerage transactions, in block transactions, in privately negotiated transactions or otherwise. If the Shares are sold through brokers, the Selling Stockholders expect to pay customary brokerage commissions and charges. The Company will bear the costs of the offering, except that the Selling Stockholders will pay all brokerage commissions and charges as well as fees and expenses of any counsel retained by them. On April 11, 1994, the last reported sale price of the Common Stock on the New York Stock Exchange was $32 5/8 per share. _________________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. _________________ The date of this Prospectus is , 1994. Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there by any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. No person is authorized in connection with any offering made hereby to give any information or to make any representation not contained in this Prospectus, and, if given or made, such information or representation must not be relied upon as having been authorized by the Company or any Selling Stockholder. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the Common Stock offered hereby, nor does it constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby to any person in any jurisdiction in which it is unlawful to make such an offer or solicitation to such person. Neither the delivery of this Prospectus nor any sale made hereunder shall under any circumstance create any implication that the information contained herein is correct as of any date subsequent to the date hereof. TABLE OF CONTENTS Page Page Available Information .............. 2 Use of Proceeds ............... 4 Incorporation by Reference ......... 3 Plan of Distribution ........... 4 The Company ........................ 4 Selling Stockholders............ 5 Recent Developments................. 4 Description of Capital Stock.... 6 Validity of the Shares.......... 6 AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy material and other information concerning the Company can be inspected and copied at the offices of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 or at its regional offices, Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661 and Seven World Trade Center, New York, New York 10048. Copies of such material can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Such reports, proxy material and other information concerning the Company also may be inspected at the offices of the New York Stock Exchange, Inc. and the Chicago Stock Exchange Incorporated. The Company has filed with the Commission a registration statement on Form S-3 (together with all amendments and exhibits, the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the shares of Common Stock offered hereby. This prospectus ("Prospectus"), which constitutes a part of the Registration Statement, does not contain all the information set forth in the Registration Statement, certain items of which are contained in exhibits to the Registration Statement as permitted by the rules and regulations of the Commission. Statements made in this Prospectus as to the content of any contract, agreement or other document referred to are not necessarily complete. With respect to each such contract, agreement or other document filed or incorporated by reference as an exhibit to the Registration Statement, reference is made to the exhibit for a more complete description of the matter involved, and each such statement shall be deemed qualified in its entirety by such reference. 2 INCORPORATION BY REFERENCE The following documents filed by the Company with the Commission pursuant to the Exchange Act are incorporated by reference in this Prospectus: (1) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993 (File No. 1-4957); (2) The Company's current Report on Form 8-K dated February 3, 1994 (File No. 1-4957); and (3) Description of Preferred Share Purchase Rights included in the Registration Statement on Form 8-A filed August 1, 1986 and Forms 8 and 8-K filed July 6, 1989 (File No. 1-4957). All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering made hereby shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof. Any statement contained in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which is or is deemed to be incorporated by reference herein modifies or supersedes any such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person, including any beneficial owner, to whom this Prospectus is delivered, on the request of such person, a copy of any of the foregoing documents incorporated herein by reference (other than the exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests should be directed to the Secretary, Nalco Chemical Company, One Nalco Center, Naperville, Illinois 60563-1198 (telephone number (708) 305-1000). 3 THE COMPANY The Company is engaged primarily in the manufacture and sale of highly specialized service chemicals. The Company's business includes the production and sale of chemicals, technology, services and systems (monitoring and surveillance) used in water treatment, pollution control, energy conservation, oil production and refining, steelmaking, papermaking, mining and mineral processing, electricity generation, other industrial processes, and commercial building utility systems. Service chemicals are developed and formulated to meet specific customer needs. In general, service chemicals are part of value added/return on investment programs designed to help customers maintain a high level of operating performance and efficiency in their facilities or to improve the quality of customers' end products. The Company's products are used for purposes such as: control of scale, corrosion, foam and fouling in cooling systems, boilers, and other equipment; clarification of water; improved combustion; separation of liquids and solids; control of dust; improvement of crude oil production through emulsion breaking and the secondary and tertiary recovery of oil; lubrication and corrosion protection in rolling, drawing and forming of metals; improved production of pulp and qualities of paper; recovery of minerals; superabsorbent polymers for disposable diapers; and specialized process applications in a variety of industries. The Company also provides quality, on-site technical personnel to provide problem solving, monitoring and technical assistance in the use of the Company's products. The principal executive officers of the Company are located at One Nalco Center, Naperville, Illinois 60563-1198, and the Company's telephone number is (708) 305-1000. USE OF PROCEEDS The Company will not receive any of the proceeds of the sale of the Shares offered hereby. PLAN OF DISTRIBUTION The Selling Stockholders have advised the Company that they may from time to time offer and sell the Shares on the New York Stock Exchange, the Chicago Stock Exchange or otherwise at market prices then prevailing or at prices and upon terms then obtainable. Sales may be made in ordinary brokerage transactions, in block transactions, in privately negotiated transactions or otherwise. If the Shares are sold through brokers, the Selling Stockholders expect to pay customary brokerage commissions and charges. The Company will bear the costs of the offering, except that the Selling Stockholders will pay all brokerage commissions and charges as well as fees and expenses of any counsel retained by them. 4 SELLING STOCKHOLDERS The table below sets forth the name of each Selling Stockholder, the number of shares of Common Stock beneficially owned by each Selling Stockholder prior to the Offering, the maximum number of shares of Common Stock offered hereby by each Selling Stockholder and the number of shares of Common Stock to be held by each Selling Stockholder after the Offering. In each case, the shares of Common Stock to be held by each Selling Stockholder prior to and after the Offering represents less than one percent of the outstanding shares of Common Stock. Number of Maximum Number Number of Shares Shares Owned of Shares to be to be Owned Prior to the Sold in the After the Name Offering Offering Offering The Nalco Foundation(1).. 90,057 90,057 0 North Carolina State University Endowment Fund 3,700 3,700 0 St. John United Way...... 271 271 0 United Way of the Texas Gulf Coast............ 706 706 0 United Way Crusade of Mercy 4,053 4,053 0 _______________ (1) The Nalco Foundation, established by the Company in 1953, is a not-for-profit corporation funded only by the Company. The Nalco Foundation makes grants in communities where the Company has large concentration of employees and facilities. All operating expenses and personnel salaries of The Nalco Foundation are paid by the Company. 5 DESCRIPTION OF CAPITAL STOCK Common Stock The record holders of Common Stock are entitled, ratably, to such dividends thereon as the Company's Board of Directors in its discretion may declare out of funds legally available therefor; are entitled to receive pro rata all assets of the Company available for distribution to stockholders in the event of liquidation of the Company; are entitled to one vote for each share held; and have no preemptive rights to purchase or subscribe for any stock of the Company now or hereafter authorized or securities convertible into Common Stock. All outstanding shares of Common Stock, including the shares offered hereby, are fully paid and non-assessable. There is no charter restriction on the repurchase by the Company of shares of its own stock. Preferred Stock The Company's Restated Certificate of Incorporation permits the Board of Directors of the Company, without further stockholder approval, to authorize the issuance of up to 2,000,000 shares of Preferred Stock, $1.00 par value, and to fix the various rights, preferences, terms and provisions of each series of Preferred Stock so issued. No such Preferred Stock has been issued, and except with respect to the preferred share purchase rights described below, there are presently no understandings, agreements, negotiations or discussions which will or might involve the possible issuance of Preferred Stock for any purpose. Preferred Share Purchase Rights On July 24, 1986, the Company's Board of Directors declared a dividend of certain preferred share purchase rights on each outstanding share of Common Stock. The Company will issue similar rights with respect to newly-issued shares of Common Stock as long as the rights are attached to Common Stock. The rights, which are not exercisable until certain events involving a potential takeover occur, are more particularly described in the Company's Registration Statement on Form 8-A, filed with the Commission on August 1, 1986, and Forms 8 and 8-K, filed with the Commission on July 6, 1989, which are incorporated herein by reference. VALIDITY OF THE SHARES The validity of the shares offered hereby will be passed upon for the Company by C.L. Campbell, General Counsel of the Company. Mr. Campbell is the beneficial owner of 500 shares of Common Stock and has options under the Company's 1990 stock option plan to acquire an additional 19,800 shares of Common Stock. 6 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The following table sets forth the estimated expenses in connection with the issuance and distribution of the securities registered hereby, all of which will be paid by the Registrant: SEC registration fee.......... $ 1,135 Legal fees.................... 5,000 Accounting fees and expenses.. 2,500 Miscellaneous................. 1,865 Total..... $10,000 Item 15. Indemnification of Officers and Directors. (a) Section 145 of the Delaware general Corporation Act permits, and in some circumstances, requires, indemnification of officers, directors and employees of the Company. (b) Article Sixth of the Certificate of Incorporation of the Company requires the Company to indemnify directors and officers of the Company to the full extent permitted by law. (c) The Company maintains insurance policies which insure the Company and the officers and directors of the Company against certain liabilities, including certain liabilities which might arise under the Securities Act of 1933. Item 16. Exhibits and Financial Statement Schedules. See Exhibit Index included herewith which is incorporated herein by reference. II-1 Item 17. Undertakings. The undersigned registrant hereby undertakes: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement; Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions set forth or described in Item 15 of this Registration Statement, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-2 SIGNATURES Pursuant to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Naperville and State of Illinois on the 12th day of April 1994. NALCO CHEMICAL COMPANY By /S/ W.H. Clark W.H. Clark Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints C.L. Campabell and E.J. Mooney and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on the 12th day of April 1994. Signature Title /s/ W.E. Bucholz Vice President and Chief Financial Officer W.E. Buchholz /s/ R.L. Ratliff Controller R.L. Ratliff /s/ W.H. Clark Director, Chairman of the Board and Chief W.H. Clark Executive Officer /s/ H.G. Bernthal Director H.G. Bernthal /s/ H. Corless Director H. Corless /s/ H.W. Dean Director H.M. Dean Signature Title /s/ J.P. Frazee, Jr. Director J.P. Frazee, Jr. /s/ A.L. Kelly Director A.L. Kelly /s/ F.A. Krehbiel Director F.A. Krehbiel /s/ E.J. Mooney Director E.J. Mooney /s/ C.W. Parry Director C.W. Parry /s/ W.A. Pogue Director W.A. Pogue /s/ J.J. Shea Director J.J. Shea EXHIBIT INDEX Exhibit Sequential Page Number Description Number 3.1 Restated Certificate of Incorporation (incorporated herein by reference from the Registrant's Form 10-K for the year ended December 31, 1987; File No. 1-4957) 3.2 Certificates of Correction and Amendment to the Restated Certificate of Incorporation (incorporated herein by reference from the Registrant's Form 10-K for the year ended December 31, 1991; File No. 1-4957) 3.3 Certificate of Designations, Preferences and Rights of Series B ESOP convertible Preferred Stock (incorporated herein by reference from the Registrant's Form 8-K dated May 15, 1989; File No. 1-4957) 3.4 By-laws (incorporated herein by reference from the Registrant's Form 10-K for the year ended December 31, 1992; File No. 1-4957) 5 Opinion of C.L. Campbell................ 23.1 The consent of C.L. Campbell is contained in the opinion filed as Exhibit 5 to this Registration Statement 23.2 Consent of Price Waterhouse............. 23.3 Consent of Ernst & Young................ 24 Powers of Attorney (contained are the signature page of the original registration statement) EX-5 2 EXHIBIT 5 April 12, 1994 Securities and Exchange Commission 450 5th Street, N.W. Judiciary Plaza Washington, D.C. 20549 Ladies and Gentlemen: I am representing Nalco Chemical Company (the "Company") in connection with the registration under the Securities Act of 1933 of 98,787 shares of common stock, par value $0.1875 per share, ("Common Stock") of the Company transferred by the Company as Corporate gifts to The Nalco Foundation, St. John United Way, United Way of the Texas Gulf Coast, the United Way Crusade of Mercy and the North Carolina State University Endowment Fund (the "Selling Stockholders"). In connection therewith, I have examined or am otherwise familiar with such documents and instruments as I have deemed necessary for the purposes of this opinion. Based upon the foregoing, I am of the opinion that the transfer has been duly authorized by the Board of Directors of the Company and the Selling Stockholders have obtained legally issued, fully paid and non-assessable shares of Common Stock. I hereby consent to the filing of this opinion as an exhibit to the subject Registration Statement. Very truly yours, C.L. Campbell Vice President, General Counsel EX-23.2 3 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-3 of our report dated January 25, 1994, which appears on page 16 of the 1993 Annual Report of Nalco Chemical Company, which is incorporated by reference in Nalco Chemical Company's Annual Report on Form 10-K for the year ended December 31, 1993. We also consent to the incorporation by reference of our report on the Financial Statement Schedules, which appears in such Annual Report on Form 10-K. PRICE WATERHOUSE Chicago, Illinois April 8, 1994 EX-23.3 4 EXHIBIT 23.3 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Form S-3 and related Prospectus of Nalco Chemical Company, for the registration of 98,787 shares of its common stock, of our report dated January 26, 1993 with respect to the consolidated financial statements of Nalco Chemical Company incorporated by reference in its 1992 Annual Report on Form 10-K, and the related financial statement schedules included therein. ERNST & YOUNG Chicago, Illinois April 8, 1994 -----END PRIVACY-ENHANCED MESSAGE-----