-----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, R/bX2oUnSLF430T/tPg3P//pI8+Q+m/hIie1MbmbEcuOs6b5qdL5o58osp7e1mrf omk1gBXu98UihIerM2Eyng== 0000950127-99-000325.txt : 19991026 0000950127-99-000325.hdr.sgml : 19991026 ACCESSION NUMBER: 0000950127-99-000325 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991025 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: 99732766 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. 9 TO SC 14D1 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________ Amendment No. 9 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. 9 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. 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 10(c) of the Schedule 14D-1 are hereby amended and supplemented as follows: On October 25, 1999, Parent issued a press release announcing, among other things, the receipt of approval from the U.S. Federal Trade Commission to complete its acquisition of the Company. The full text of the press release is set forth in Exhibit (a)(16) 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)(16) Press release issued on October 25, 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 25, 1999 Suez Lyonnaise des Eaux By: /s/ FRANCOIS JACLOT ---------------------- Name: Francois Jaclot Title: Member of the Executive Board Dated: October 25, 1999 Lyonnaise American Holding, Inc. By: /s/ JOSEPH V. BOYLE ---------------------- Name: Joseph V. Boyle Title: Vice President Dated: October 25, 1999 Leo Holding Company By: /s/ PATRICK BUFFET ---------------------- Name: Patrick Buffet Title: Director Dated: October 25, 1999 H2O Acquisition Co. By: /s/ PHILIPPE BRONGNIART ---------------------- Name: Philippe Brongniart Title: Director EX-99 2 PRESS RELEASE FOR IMMEDIATE RELEASE SUEZ LYONNAISE DES EAUX RECEIVES U.S. FEDERAL TRADE COMMISSION CLEARANCE PARIS, FRANCE - October 25, 1999 - Suez Lyonnaise des Eaux (Paris Bourse: LY), a world leader in private infrastructure services, today announced that it has received clearance from the U.S. Federal Trade Commission regarding the acquisition of Nalco Chemical Company (NYSE: NLC). Suez Lyonnaise has now obtained all of the necessary regulatory approvals to proceed with its acquisition of Nalco. On June 28, 1999, Suez Lyonnaise announced a definitive agreement to acquire Nalco in an all-cash transaction of approximately $4.1 billion, or $53 per share. As of September 28, 1999, approximately 45.6 million shares of Nalco common stock had been tendered in connection with the offer. As already publicised, the offer will close November 8, 1999. Upon completion of the acquisition, Suez Lyonnaise will combine Calgon and Aquazur into Nalco to create a worldwide leader in water treatment services and process chemicals. Suez Lyonnaise des Eaux, worldwide water treatment operating center will be headquartered in Naperville, Illinois under the direction of Ted Mooney, Chairman and CEO of Nalco, who reports to Christian Maurin, Suez Lyonnaise des Eaux's head of water treatment activities and Chairman and CEO of Degremont. Commenting on the Nalco acquisition, Gerard Mestrallet, Suez Lyonnaise des Eaux' Chief Executive Officer and President of the Executive Board said, "The acquisition of Nalco Chemical Company represents an important strategic step in providing our customers around the world with integrated services in the water, energy and waste sectors. We can now begin combining the best from all of our global water assets to form the largest and most comprehensive water treatment and process chemicals company in the world." Upon completion of the transaction, Nalco will be the unparalleled world leader in water treatment services and process chemicals with annual sales of $2.6 billion, serving more than 60,000 customers in 120 countries. In addition, Nalco's more than 4500 on-site technical experts will offer customers in industry, government and institutions water and energy management services through a newly formed outsourcing capability. Mr. Mestrallet continued, "Our vision going forward is that our customers will be offered a broad range of products and services-from water treatment to solid waste management to energy and fuel management. This will enable us to address an emerging trend where industry facilities are outsourcing all but their core businesses. Nalco's revolutionary new outsourcing initiative will immediately be rapidly and aggressively expanded." Christian Maurin will lead the integration of Nalco, Calgon and Aquazur to form one operating structure. A steering committee, chaired by Ted Mooney, Chairman and CEO of Nalco, and six integration teams comprised of managers from the three companies have been formed. These integration teams will have the responsibility to unify and attain synergies among the three companies in the areas of sales, customer support, operations support, finance, human resources, and outsourcing. Much of the synergy to be obtained from this transaction will come from product consolidation and product simplification among the three companies. "We expect to announce any changes in personnel with respect to the integration of the three companies within the next 60 days and complete the integration process within the next year. We are confident that the integration of Nalco, Calgon and Aquazur will present customers with a water treatment and process chemicals company that can handle any and all of their local and global needs far into the future," said Mooney. The global headquarters for Nalco will be in Naperville; European headquarters will be in Leiden, the Netherlands; Pacific operations will be based in Singapore; and Sao Paulo, Brazil, will be the headquarters for Latin America. After the combination with Calgon and Aquazur, Nalco Chemical Company will be the worldwide leader in water treatment and process chemicals with annual revenues of $2.6 billion. Nalco's 4500 technical service representatives will work with their more than 60,000 customers in 120 countries to offer them an integrated approach to their outsourcing needs. Nalco's mission is to serve industries where water, energy and efficiency are of primary importance. These industries include electronics, food and beverage processing, aerospace, medium and light manufacturing, paper, chemicals, petroleum, steel, power generation, metalworking, refining, health care and education. With annual revenues of $32.5 billion, Suez Lyonnaise des Eaux is a world leader in private infrastructure services, with operations in more than 120 countries. The Company is a market leader in the water sector supplying drinking water to 77 million people and providing wastewater services to 52 million people. The Group's three international core business sectors are: energy, water, and waste services. For more news about Nalco, visit the website: www.nalco.com Media Inquiries Denis Boulet Tel: +33 1 40 06 6530 Analysts, Inquiries: Patrick Ayoub Tel: +33 1 40 06 6635 For Belgium: Guy Dellicour Tel: +00 32 2 507 0277 Web site: www.suez-lyonnaise-eaux.fr or www.suez-lyonnaise-eaux.com Investor Relations: Betsy Brod Media: Brian Maddox Morgen-Walke Associates, Inc. 212/850-5600 Ticker: Bloomberg: LY FP Reuters: LYOE.PA Dow Jones: S.SLX -----END PRIVACY-ENHANCED MESSAGE-----