-----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, P76duXI42LgeADRztUFkirY7+6f/E8yi7bNL/0CkcVgVHyJtv/IKAyy7YG1RoYgB oWceYggR3gfxgxflO5MQCw== 0000947871-99-000336.txt : 19990812 0000947871-99-000336.hdr.sgml : 19990812 ACCESSION NUMBER: 0000947871-99-000336 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990811 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: 8-A12B/A SEC ACT: SEC FILE NUMBER: 001-04957 FILM NUMBER: 99684406 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 8-A12B/A 1 FORM 8-A/A - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM 8-A/A For Registration of Certain Classes of Securities Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 Amendment No. 1 NALCO CHEMICAL COMPANY - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter)
Delaware 36-1520480 - ------------------------------------------------------------------------------------------------ (Jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) One Nalco Center Naperville, Illinois 60563-1198 - ------------------------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. |_| If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. |_| If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. |_| If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. |_| Securities Act registration statement file number to which this form relates: _______________ (If Applicable) Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on Title of each class to be so registered which each class is to be registered --------------------------------------- ------------------------------------ Rights to Purchase Series C Junior Participating New York Stock Exchange Preferred Stock, par value $1.00 per share Chicago Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: Not Applicable -------------------- (Title of class) - -------------------------------------------------------------------------------- Information Required in Registration Statement The undersigned registrant hereby amends the following items, exhibits or other portions of its Registration Statement on Form 8-A dated June 21, 1996 (the "Form 8-A"). Capitalized terms used herein and not otherwise defined have the meaning ascribed to such terms in the Rights Agreement dated June 20, 1996, between the registrant and First Chicago Trust Company (the "Rights Agreement"). Item 1. Description of Registrant's Securities to be Registered. Item 1 of the Form 8-A filed with the Securities and Exchange Commission by Nalco Chemical Company, a Delaware corporation (the "Company"), is hereby amended to include the following: On June 27, 1999, the Company entered into a definitive Agreement and Plan of Merger (the "Merger Agreement") with Suez Lyonnaise des Eaux, a societe anonyme organized under the laws of the Republic of France, and H2O Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Suez Lyonnaise des Eaux, providing for the acquisition by Suez Lyonnaise des Eaux of all the issued and outstanding shares of (i) the Company's common stock at $53 per share and (ii) the Company's Series B ESOP Convertible Preferred Stock at $1060 per share, in each case, in cash. The Company and the Rights Agent entered into an amendment to the Rights Agreement dated June 28, 1999 (the "Amendment"), which provides, among other things, that Suez Lyonnaise des Eaux, H2O Acquisition Co. and their affiliates are exempt from the definition of Acquiring Person, that the Merger Agreement and the transactions contemplated thereby shall not constitute a Distribution Date, an event described in Section 11(a)(ii) of the Rights Agreement, an event described in Section 13(a) of the Rights Agreement, a Shares Acquisition Date or a Triggering Event and that no Rights shall be exercisable pursuant to the Rights Agreement. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an exhibit to the Form 8-A. This summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is incorporated herein by reference. Item 2. Exhibits. The following exhibits are filed herewith (or incorporated herein by reference): 1. Rights Agreement, dated as of June 20, 1996, between the Company and First Chicago Trust Company, as Rights Agent, which includes as Exhibit A thereto the Form of Certificate of Designation, Preferences and Rights, as Exhibit B thereto the Form of Right, and as Exhibit C thereto the Summary of Rights 2 Plan(1). Pursuant to the Rights Agreement, Rights Certificate will not be mailed until occurrence of certain events described more fully in Section 3 of the Rights Agreement. 2. Amendment to Rights Agreement, dated as of June 28, 1999, between the Company and First Chicago Trust Company, as Rights Agent. - ------------------ (1) The Rights Agreement is incorporated by reference to Exhibit 1. to the Form 8-A dated June 21, 1996. 3 Signatures Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment to the Form 8-A, to be signed on its behalf by the undersigned, thereunto duly authorized. NALCO CHEMICAL COMPANY By: /s/ William E. Parry ----------------------------------------- Name: William E. Parry Title: Vice President and General Counsel Date: August 11, 1999. 4 EXHIBIT INDEX Exhibit No. - ----------- 1. Rights Agreement, dated as of June 20, 1996, between the Company and First Chicago Trust Company, as Rights Agent, which includes as Exhibit A thereto the Form of Certificate of Designation, Preferences and Rights, as Exhibit B thereto the Form of Right, and as Exhibit C thereto the Summary of Rights Plan(1). 2. Amendment to Rights Agreement, dated as of June 28, 1999, between the Company and First Chicago Trust Company, as Rights Agent. - ------------ (1) The Rights Agreement is incorporated by reference to Exhibit 1. to the Form 8-A dated June 21, 1996. EX-2 2 AMENDMENT TO RIGHTS AGREEMENT AMENDMENT TO RIGHTS AGREEMENT THIS AMENDMENT TO THE RIGHTS AGREEMENT, effective as of June 28, 1999 (this "Amendment"), by and between Nalco Chemical Company, a Delaware corporation (the "Company"), and First Chicago Trust Company (the "Rights Agent"), at the Company's direction. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Rights Agreement (as defined below). WHEREAS, the Company and the Rights Agent entered into a Rights Agreement, dated as of June 20, 1996 (the "Rights Agreement"), setting forth the terms of the Rights; WHEREAS, the Company and the Rights Agent may, from time to time, supplement or amend the Rights Agreement pursuant to the provisions of Section 27 of the Rights Agreement; WHEREAS, the Board of Directors of the Company (the "Board of Directors"), on June 27, 1999, resolved that it is advisable and in the best interests of its stockholders for Parent (as defined below) to acquire all of the outstanding shares of capital stock of the Company; and WHEREAS, the Board of Directors further resolved to approve this Amendment which provides, among other things, that Parent, Purchaser (as defined below) and their Affiliates are exempt from the definition of Acquiring Person, that the Merger Agreement (as defined below) and the transactions contemplated thereby shall not constitute a Distribution Date, an event described in Section 11(a)(ii) of the Rights Agreement, an event described in Section 13(a) of the Rights Agreement, a Shares Acquisition Date or a Triggering Event and that no Rights shall be exercisable pursuant to the Rights Agreement; NOW THEREFORE, in consideration of the premises and mutual agreement contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Rights Agent hereby agree as follows: 1. Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows: (a) The definition of "Acquiring Person" in Section 1 is amended by inserting the following sentence at the end of such definition: 2 "Notwithstanding anything in this Agreement to the contrary, none of Suez Lyonnaise des Eaux, a societe anonyme organized under the laws of the Republic of France ("Parent"), H2O Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"), or their Affiliates, either individually or as a group, shall become an Acquiring Person by reason of the approval, execution or delivery of the Agreement and Plan of Merger, dated as of June 27, 1999, by and among Parent, Purchaser and the Company (the "Merger Agreement"), the consummation of the transactions contemplated thereby or any announcement of the same." (b) A new Section 35 is added to read in its entirety as follows: "Section 35. Merger with Purchaser. 35. Notwithstanding anything in this Agreement to the contrary, none of Parent, Purchaser or their Affiliates, either individually or as a group, shall be considered an Acquiring Person, and no Distribution Date, no event described in Section 11(a)(ii), no event described in Section 13(a), no Shares Acquisition Date and no Triggering Event shall occur and no Rights shall be exercisable pursuant to Section 7 or any other provision of this Agreement, by reason of the approval, execution or delivery of the Merger Agreement, the consummation of the transactions contemplated thereby or any announcement of the same." 2. This Amendment to the Rights Agreement may be executed in two or more counterparts and each of such counterparts shall for all purposes be deemed to be an original and all such counterparts shall together constitute but one and the same instrument. 3. In all respects not inconsistent with the terms and provisions of this Amendment to the Rights Agreement, the Rights Agreement is hereby ratified and confirmed. In executing and delivering this Amendment to the Rights Agreement, the Rights Agent shall be entitled to all of the privileges and immunities afforded to the Rights Agent under the terms and conditions of the Rights Agreement. 3 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Rights Agreement to be duly executed and attested, as of the date first written above. ATTEST: NALCO CHEMICAL COMPANY /s/ S. J. Gioimo By: /s/ E. J. Mooney - ------------------------------ ------------------------------------- Name: S. J. Gioimo Name: E. J. Mooney Title: Corporate Secretary Title: Chairman & CEO ATTEST: FIRST CHICAGO TRUST COMPANY as Rights Agent /s/ Angela M. Robson By: /s/ T. Marshall - ------------------------------ ------------------------------------- Name: Angela M. Robson Name: T. Marshall Title: Administrator Title: Assistant Vice President -----END PRIVACY-ENHANCED MESSAGE-----