-----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, Rx4gYQ9qaIRR3EfLv698l6dQ53Sastk4fzP/mbURQ0hs8nhxdfU6FIAWkX1npNuW Z0tK1H0FgA/XTZBp/lJAaQ== 0000950127-99-000320.txt : 19991020 0000950127-99-000320.hdr.sgml : 19991020 ACCESSION NUMBER: 0000950127-99-000320 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991019 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: 99730342 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. 8 TO SCHEDULE 14D-1 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________ Amendment No. 8 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 LYONNAISE AMERICAN HOLDING, INC. LEO HOLDING COMPANY 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. 8 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 an indirect 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, par value $1.00 per share (the "ESOP Preferred Stock"), 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. On October 18, 1999, Parent contributed all of the issued and outstanding shares of Purchaser to Lyonnaise American Holding, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("LAH"). LAH transferred all of the issued and outstanding shares of Purchaser to Leo Holding Company, a newly created Delaware corporation ("Leo"), in exchange for all of the issued and outstanding shares of Leo. 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 2. Identity and Background. Item 10(a)-(d), (g) is hereby deleted and replaced as follows: H2O Acquisition Co., a Delaware corporation ("Purchaser"), is a wholly owned subsidiary of Leo Holding Company, a Delaware corporation ("Leo"). Leo is a wholly owned subsidiary of Lyonnaise American Holding, Inc. ("LAH"), 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"). The information set forth in the Offer to Purchase under Section 8 ("Certain Information Concerning Purchaser and Parent") is incorporated herein by reference as amended hereby. The name, business address, present principal occupation or employment and material occupations, positions, offices or employment during the last five years and citizenship of the directors and executive officers of Purchaser and Parent are set forth in Schedule I to the Offer to Purchaser and are incorporated herein by reference. The name, business address, present principal occupation or employment and material occupations, positions, offices or employment during the last five years and citizenship of the directors and executive officers of Leo and LAH are set forth in Schedule II (incorporated below) and are incorporated herein by reference. Item 10(e), (f) is hereby amended and supplemented as follows: During the last five years, none of Leo or LAH or to the best of their knowledge, any of the persons listed in Schedule II (incorporated below) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject, to federal or state securities laws or finding any violation of such law. SCHEDULE II INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF LYONNAISE AMERICAN HOLDING, INC. AND LEO HOLDING COMPANY 1. Directors and Executive Officers of Lyonnaise American Holding, Inc. Set forth below is the name, present principal occupation or employment and material occupations, positions, offices or employment for the past five years of each member of the Board of Directors and each executive officer of Lyonnaise American Holding, Inc. ("LAH"). The principal address of LAH and, unless indicated below, the current business address for each individual listed below is c/o Suez Lyonnaise des Eaux, 1, rue d'Astorg, 75008 Paris, France. Telephone 011-33-1-40-06-64-00. Each such person is, unless indicated below, a citizen of France. Directors are identified by an asterisk.
Name and Current Business Address Age Present Principal Occupation or Employment; Material Positions Held During the Past Five Years Jerome Monod* 69 Chairman of the Board, Lyonnaise des Eaux (1980-1997); Chairman of the Supervisory Board, Suez Lyonnaise des Eaux (1997-2001); Chairman, Lyonnaise American Holding, Inc. (1980-present). Philippe Brongniart* 60 Member of the Executive Board, Suez Lyonnaise des Eaux (1997-present); Director, H2O Acquisition Co. (1999-present); Director and President, Lyonnaise American Holding, Inc. (1993-present); President and Director, Leo Holding Company (1999-present); Executive Vice President, Lyonnaise des Eaux (1993-1997). Jean Michel Brault* 51 Director and Executive Vice President, Lyonnaise American c/o United Water Services Holding, Inc. (1997-present); Vice President-North America, Suez 200 Old Hook Road Lyonnaise des Eaux (1994-present); Vice Chairman and Chief Harrington Park, NJ 07640 Executive Officer, United Water Services LLC (1997-present); Chairman and Chief Executive Officer, United Water Services Canada L.P. (1997-present); Chairman and Chief Executive Officer, United Water Services Mexico LLC (1997-present); Director and President, LAH Acquisition Co. (1999-present); Vice President - Business Development, GTM International (Suez Lyonnaise des Eaux subsidiary) (1992-1994). Thierry Bourbie* 46 Director and Vice President, Lyonnaise American Holding, Inc. (1998-present); Director, United Water Resources Inc. (1996-present); President of the International Water Division, Suez Lyonnaise des Eaux (1996-present); Director of French Water Operations, Lyonnaise des Eaux (1994-1996); Chief Executive Officer and Chairman, Lyd Informatique (Suez Lyonnaise des Eaux subsidiary) (1994-1996); Chief Executive Officer and Chairman, Apic Syst (Suez Lyonnaise des Eaux subsidiary) (1991-1995); Director, Sociedad General de Aguas de Barcelona, S.A. Joseph V. Boyle* 51 Director, Lyonnaise American Holding, Inc. (1997-present); Vice c/o United Water Services President - Finance and Treasurer, Lyonnaise American Holding, 200 Old Hook Road Inc. (1994-present); Vice President, Treasurer and Director - Harrington Park, NJ 07640 Financial Analysis, United Water Services LLC (1997-present); Vice President, LAH Acquisition Co. (1999-present). American Citizen.
2. Directors and Executive Officers of Leo Holding Company Set forth below is the name, present principal occupation or employment and material occupations, positions, offices or employment for the past five years of each member of the Board of Directors and each executive officer of Leo Holding Company ("Leo"). The principal address of Leo and, unless indicated below, the current business address for each individual listed below is c/o Suez Lyonnaise des Eaux, 1, rue d'Astorg, 75008 Paris, France. Telephone 011-33-1-40-06-64-00. Each such person is, unless indicated below, a citizen of France. Directors are identified by an asterisk.
Name and Current Business Address Age Present Principal Occupation or Employment; Material Positions Held During the Past Five Years Philippe Brongniart* 60 Member of the Executive Board, Suez Lyonnaise des Eaux (1997-present); Director, H2O Acquisition Co. (1999-present); Director and President, Lyonnaise American Holding, Inc. (1993-present); Director and President, Leo Holding Company (1999-present); Executive Vice President, Lyonnaise des Eaux (1993-1997). Francois Jaclot* 50 Executive Vice President and Member of the Executive Board, Suez Lyonnaise des Eaux (1997-present); Senior Executive Vice President, Compagnie de Suez (1996-1997); Managing Partner, Demachy Worms & Compagnie (1994-1995); Director, Societe General de Belgique (1996-present); Director, GTM (1998-present); Director, Sita (1998-present); Director, Elyo (1998-present); Director, TPS (1998-present); Director, Banque Sofinco (1996-present); Director, Suez Industrie (1996-present); Director, M6 (1998-present); Director, Lyonnaise Communications (1998-present); Director, Leo Holding Company (1999-present). Patrick Buffet* 45 Executive Vice President, Suez Lyonnaise des Eaux (1998-present); Director, H2O Acquisition Co. (1999-present); Director, Treasurer and Secretary, Leo Holding Company (1999-present); Director of International Holdings, Societe General de Belgique (1994-1998).
3. Ownership of Shares by Directors and Executive Officers To the best knowledge of LAH and Leo, none of the persons listed on this Schedule II beneficially owns or has a right to acquire directly or indirectly any Shares, and none of the persons listed on this Schedule II has effected any transactions in the Shares during the past 60 days. Item 10. Additional Information. Item 10(f) is hereby amended and supplemented as follows: On October 19, 1999, Parent issued a press release announcing, among other things, the extension of the period during which the Offer will remain open. The full text of the press release is set forth in Exhibit (a)(15) 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)(15) Press release issued on October 19, 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: October 19, 1999 Suez Lyonnaise des Eaux By: /s/ FRANCOIS JACLOT ----------------------- Name: Francois Jaclot Title: Member of the Executive Board Dated: October 19, 1999 Lyonnaise American Holding, Inc. By: /s/ JOSEPH V. BOYLE ----------------------- Name: Joseph V. Boyle Title: Vice President Dated: October 19, 1999 Leo Holding Company By: /s/ PATRICK BUFFET ----------------------- Name: Patrick Buffet Title: Director Dated: October 19, 1999 H2O Acquisition Co. By: /s/ Philippe Brongniart ----------------------- Name: Philippe Brongniart Title: Director EX-99 2 PRESS RELEASE SUEZ LYONNAISE DES EAUX NEWS Tuesday, October 19, 1999 Suez Lyonnaise des Eaux Extends Nalco Tender Offer Paris, France and Naperville, Illinois - Suez Lyonnaise des Eaux (Paris Bourse: LY), a world leader in private infrastructure services, today announced that it has extended the period for its tender offer for shares of Nalco Chemical Company (NYSE: NLC), a leading provider of water treatment services and products, to 12:00 midnight, New York City time, on Monday, November 8, 1999. The offer by H2O Acquisition Co., a wholly owned subsidiary of Suez Lyonnaise, had previously been scheduled to expire at 12:00 midnight on Tuesday, October 19, 1999. Approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 from the U.S. Federal Trade Commission is still pending. Nalco and Suez Lyonnaise are in the process of responding to a request from the U.S. Federal Trade Commission for additional information and documents. The European Commission granted clearance of the pending acquisition on August 24, 1999. At the close of trading in New York on Monday, October 18, 1999, 45,014,081 shares of common stock of Nalco Chemical had been validly tendered in connection with the offer. No shares had been tendered by guaranteed delivery. 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 85 million people and providing wastewater services to 57 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 Graham Jackson Paul Cholette Morrow & Co. for Nalco Chemical Nalco Chemical Suez Lyonnaise (630) 305-1365 (630) 305-1147 (212) 754-8000 -----END PRIVACY-ENHANCED MESSAGE-----