-----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, IOEMI3FlT3aIEYKFQANpZj5CrKOeLI8d7+kNB82EyguDYX0XsRNMTjkm2CEcaZbx HW694jYlL3UQxKX9aWJEDw== 0000950127-99-000265.txt : 19990824 0000950127-99-000265.hdr.sgml : 19990824 ACCESSION NUMBER: 0000950127-99-000265 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990823 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: 99697890 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. 5 TO SCHEDULE 14D-1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 5 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. 5 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 all of the issued and outstanding shares of 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: On August 23, 1999, Parent issued a press release announcing, among other things, the receipt of approval from the European Commission to complete its acquisition of the Company. The full text of the press release is set forth in Exhibit (a)(12) 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)(12) Press release issued on August 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: August 23, 1999 Suez Lyonnaise des Eaux By: /s/ Gerard Mestrallet --------------------------------------- Name: Gerard Mestrallet Title: Chairman of the Executive Board and Chief Executive Officer Dated: August 23, 1999 H2O Acquisition Co. By: /s/ Patrick Buffet --------------------------------------- Name: Patrick Buffet Title: Director EX-99 2 PRESS RELEASE SUEZ LYONNAISE DES EAUX NEWS Monday, August 23, 1999 European Commission Approves Suez Lyonnaise des Eaux Acquisition of Nalco Paris, France and Naperville, Illinois - Suez Lyonnaise des Eaux (Paris Bourse: LY), a world leader in private infrastructure services, today announced that it received approval on Friday, August 20 from the European Commission to complete its acquisition of Nalco Chemical Company (NYSE: NLC), a leading provider of water treatment services and products. Suez Lyonnaise also said that discussions are continuing with the U.S. Federal Trade Commission and that both Suez Lyonnaise and Nalco Chemical are supplying information requested by the regulators. With annual revenues of $32.5 billion, Suez Lyonnaise is a world leader in private infrastructure services, with operations in more than 120 countries. It is a market leader in the water sector, supplying drinking water to 77 million people and providing wastewater services to 52 million people. The three international core business sectors of Suez Lyonnaise are: energy, water, and waste services. Based in Naperville, Illinois, outside of Chicago, Nalco Chemical employs 7,000 people of which about 3,600 are engineers and technicians with direct customer contact and 300 are researchers located in five R&D centers. Contact: John Ferguson Morrow & Co. for Suez Lyonnaise (212) 754-8000 Graham Jackson Nalco Chemical (630) 305-1365 Paul Cholette Nalco Chemical (630) 305-1147 -----END PRIVACY-ENHANCED MESSAGE-----