-----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, FZrIPWu7GRdfEzFqh8apbWRYmUkEpYlOQZwXKYw5JA1IN/YInZBo6pc+UVtnqmQz MIwtOvYacvwa1qTxivz6Lw== 0000950127-99-000218.txt : 19990726 0000950127-99-000218.hdr.sgml : 19990726 ACCESSION NUMBER: 0000950127-99-000218 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990723 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: 99669412 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: SUEZ LYONNAISE DES EAUX CENTRAL INDEX KEY: 0001089764 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 1 REE D'ASTONG CITY: PARIS FRANCE SC 14D1/A 1 AMENDMENT NO. 2 TO SCHEDULE 14D-1 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 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) and 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 France 011-33-1-40-06-64-00 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) _________ Copy to: Kevin Keogh White & Case LLP 1155 Avenue of the Americas New York, New York 10036 (212) 819-8200 - -------------------------------------------------------------------------------- This Amendment No. 2 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. ("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 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") and Series B ESOP Convertible Preferred Stock (the "ESOP Preferred Stock"), par value $1.00 per share, of Nalco Chemical Company, a Delaware corporation (the "Company"), at a price of $53.00 per share of Common Stock and $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 from time to time. The item numbers and responses 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 10. Additional Information. Items 10(b) and (c) of the Schedule 14D are hereby amended and supplemented as follows: Reference is made to the text of the press release issued by Parent and the Company on July 23, 1999, the full text of which is set forth in Exhibit (a)(9) and is incorporated herein by reference. Item 10(f) is hereby amended and supplemented as follows: On July 23, 1999, Parent and the Company issued a press release announcing, among other things, the receipt from the Federal Trade Commission of requests for additional information and other documentary material. The full text of the press release is set forth in Exhibit (a)(9) and is incorporated herein by reference. Item 11. Material to be Filed as Exhibits. Item 11 of the Schedule 14D-1 is hereby amended and supplemented to add the following: Exhibit Number Description Exhibit (a)(9) Press release issued on July 23, 1999 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 23, 1999 Suez Lyonnaise des Eaux By: /s/Francois Jaclot -------------------------------------- Name: Francois Jaclot Title: Member of the Management Board Dated: July 23, 1999 H2O Acquisition Co. By: /s/Patrick Buffet -------------------------------------- Name: Patrick Buffet Title: Director EX-99 2 PRESS RELEASE Exhibit (a)(9) July 23, 1999--Nalco Chemical Company (NYSE:NLC) and Suez Lyonnaise des Eaux (Paris Bourse:LY) announced today that they have received requests for additional information and other documentary material from the U.S. Federal Trade Commission under the Hart-Scott Rodino Antitrust Improvements Act with respect to Suez's previously announced proposed acquisition of Nalco. This request extends the waiting period under the HSR Act during which the parties are prohibited from closing the transaction. The companies said that they intend to cooperate with FTC's inquiries as quickly as practicable. On July 1, 1999, Suez Lyonnaise des Eaux commenced a cash tender offer for all of Nalco's Common Stock, at a price of $53.00 per share of Common Stock, and Series B ESOP Convertible Preferred Stock, at a price of $1060.00 per share of ESOP Stock. The tender offer is conditioned on, among other things, the expiration or termination of the HSR Act waiting period and other customary conditions. The tender offer is currently scheduled to expire at 12:00 midnight, New York City time, on Friday July 30, 1999. Nalco Contact: Graham Jackson - 630-305-1365 or Paul Cholette - 630-305-1147. Suez Lyonnaise des Eaux contact: John Ferguson, Morrow & Co. - 212-754-8000 -----END PRIVACY-ENHANCED MESSAGE-----