-----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, SdZc/KIk/7tob6DK9rAuJnENebKW2REvCdUayNxCELfKSNHK800X5JZJKkUMfPRj fnwJtoJA/s7yLpJ39OrVDA== 0000950127-99-000213.txt : 19990714 0000950127-99-000213.hdr.sgml : 19990714 ACCESSION NUMBER: 0000950127-99-000213 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990713 SUBJECT COMPANY: 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: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-13004 FILM NUMBER: 99663591 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: H2O ACQUISITION CO CENTRAL INDEX KEY: 0001089765 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: C/O SUEZ LYONNAISE DES EAUX STREET 2: 1 REE D'ASTONG CITY: PARIS FRANCE SC 14D1/A 1 AMENDMENT NO. 1 TO SCHEDULE 14D-1 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- AMENDMENT NO. 1 to SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 NALCO CHEMICAL COMPANY (Name of Subject Company) ------------------------- SUEZ LYONNAISE DES EAUX H2O ACQUISITION CO. (Bidders) ------------------------- Common Stock, par value $0.1875 per share (including the Associated Preferred Stock Purchase Rights) Series B ESOP Convertible Preferred Stock, par value $1.00 per share (Title of Class of Securities) ------------------------- Common Stock: 629853102 Series B ESOP Convertible Preferred Stock: None (CUSIP Number of Class of Securities) ------------------------- Patrice Herbet Suez Lyonnaise des Eaux 1, rue d'Astorg 75008 Paris (33) 1-40-06-64-00 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) ------------------------- Copy to: Kevin Keogh, Esq. White & Case LLP 1155 Avenue of the Americas New York, New York 10036 (212) 819-8200 - -------------------------------------------------------------------------------- This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule 14D-1 filed on July 1, 1999 (as amended and supplemented, the "Schedule 14D-1") relating to the offer (the "Offer") by H2O Acquisition Co. (the "Purchaser"), a Delaware corporation and a wholly owned subsidiary of Suez Lyonnaise des Eaux, a societe anonyme organized and existing under the laws of the Republic of France ("Parent"), to purchase (i) all of the issued and outstanding shares of common stock, par value $0.1875 per share, including the associated preferred stock purchase rights (the "Common Stock"), of Nalco Chemical Company, a Delaware corporation (the "Company"), at a price of $53.00 per share of Common Stock, net to the seller in cash without interest thereon, and (ii) all of the issued and outstanding shares of Series B ESOP Convertible Preferred Stock (the "ESOP Preferred Stock") of the Company, at a price of $1,060.00 per share of ESOP Preferred Stock, net to the seller in cash without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 1, 1999 and the related Letter of Transmittal, as they may be amended and supplemented from time to time. The item number and response thereto below are in accordance with the requirements of Schedule 14D-1. Capitalized terms used herein and not otherwise defined have the meanings ascribed thereto in the Offer to Purchase. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented by adding the following: EXHIBIT NO. DESCRIPTION ----------- ----------- Exhibit (a)(9) Form of letter to participants of the Nalco Chemical Company Dividend Reinvestment Plan SIGNATURE After due 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. Dated: July 13, 1999 H2O ACQUISITION CO. By: /s/ Patrick Buffet ------------------------------- Name: Patrick Buffet Title: Director Dated: July 13, 1999 SUEZ LYONNAISE DES EAUX By: /s/ Patrice Herbet ------------------------------- Name: Patrice Herbet Title: General Counsel France & International EX-99 2 EXHIBIT (A)(9)- FORM OF LETTER TO PARTICIPANTS Ex (a)(9) H2O ACQUISITION CO. TO: PARTICIPANTS OF THE NALCO CHEMICAL COMPANY DIVIDEND REINVESTMENT PLAN First Chicago Trust Company of New York ("First Chicago") serves as Administrator of the Nalco Chemical Company Dividend Reinvestment Plan (the "Plan"). As a holder of shares of Nalco Chemical Company (the "Company") common stock, par value $0.1875 per share, including the associated preferred stock purchase rights (the "Common Stock"), you have previously received an Offer to Purchase, dated July 1, 1999 (the "Offer to Purchase"), the related Letter of Transmittal and associated tender offer materials in connection with the offer (the "Offer") by H2O Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Suez Lyonnaise des Eaux, a societe anonyme organized and existing under the laws of the Republic of France, to purchase all of the issued and outstanding (i) shares of Common Stock, at a price of $53.00 per share of Common Stock, and (ii) shares of Series B ESOP Convertible Preferred Stock of the Company, par value $1.00 per share (the "ESOP Preferred Stock"), at a price of $1,060.00 per share of ESOP Preferred Stock, in each case, net to the seller in cash, without interest thereon. The term "Shares" shall include both shares of Common Stock and shares of ESOP Preferred Stock. Any shares of Common Stock held by First Chicago on your behalf in book entry form at First Chicago (in the Plan or otherwise) may be tendered by First Chicago pursuant to your instruction. The Offer is scheduled to expire at 12:00 Midnight, New York City time, on July 30, 1999 (the "Expiration Date"), unless the Offer is extended in which event the term "Expiration Date" shall mean the latest time and date at which the Offer shall expire. To instruct First Chicago to tender shares of Common Stock held by First Chicago in your Plan or book entry account at the time of the Expiration Date and to deliver such Common Stock to the Depositary for the Offer (First Chicago Trust Company of New York), please complete this form and return it to First Chicago in the envelope provided prior to 5:00 p.m., New York City time, July 28, 1999 so that First Chicago can properly tender such Common Stock prior to the Expiration Date. Any stock certificates you hold and wish to be tendered should be sent directly to the aforementioned Depositary with the Letter of Transmittal previously sent to you. Even if you previously signed and returned the Letter of Transmittal, you must complete this form and return it to First Chicago as this form will serve as confirmation of your tender of the Common Stock held by First Chicago in your Plan or book entry account and as authorization for First Chicago to deliver such Common Stock to the Depositary, unless you have already instructed First Chicago on your Letter of Transmittal with regard to your Plan Shares or any other Shares held in book entry at First Chicago. If you have any questions with regard to the Offer to Purchase, the related Letter of Transmittal and associated tender offer materials in connection with the Offer or if you have not received any of the offer materials, please call Morrow & Co., Inc. at 1-800-566-9061. If you have any questions with regard to your Dividend Reinvestment Plan account or your other book entry shares held by First Chicago, please call First Chicago's Shareholder Services staff at 1-800-446-2617. SHAREHOLDER NAME AND ADDRESS [ ] Please tender all shares of Common Stock held in my Plan account at the time of the Expiration Date. [ ] Please tender only ________ shares of Common Stock held in my Plan account. ____________________________ Date ____________________________ Signature(s) ____________________________ (Joint Owner Signature) (If you are signing in a representative capacity, please state that capacity and provide supporting documentation.) -----END PRIVACY-ENHANCED MESSAGE-----