SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549

——————————

SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

NCH CORPORATION
(Name of Subject Company (Issuer))

RANGER HOLDING LLC – Offeror
IRVIN L. LEVY – Offeror
LESTER A. LEVY, SR. – Offeror
ROBERT M. LEVY – Offeror
JOHN I. LEVY – Offeror
LESTER A. LEVY, JR. – Offeror
WALTER M. LEVY – Offeror
ANN LEVY COX – Offeror
CAROL R. LEVY – Offeror
KAREN LEVY – Offeror
IRJ LIMITED PARTNERSHIP – Offeror
SHELTERWOOD PARTNERS, L.P. – Offeror
THE ALLEN JOHN LEVY TRUST – Offeror
THE KATHERINE RUTH LEVY TRUST – Offeror
THE SOPHIE BERTHA ROSE LEVY TRUST – Offeror
THE SOPHIE BERTHA ROSE LEVY TRUST II – Offeror
THE WALTER M. LEVY CHILDREN’S TRUST – Offeror
THE SAMUEL LEVY PIASSICK TRUST – Offeror
THE ANN LEVY PIASSICK CHILDREN’S EXEMPT TRUST – Offeror
THE IRVIN L. LEVY TRUST – Offeror
THE LESTER A. LEVY TRUST – Offeror
THE ANN ELIZABETH LEVY TRUST – Offeror
THE WALTER MILTON LEVY TRUST – Offeror
THE LESTER A. LEVY, JR. TRUST – Offeror
THE ROBERT M. LEVY TRUST – Offeror
THE JOHN IRVIN LEVY TRUST – Offeror
(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person))

Common Stock, $1.00 Par Value Per Share
(Title of Class of Securities)

628850 10 9
(CUSIP Number of Class of Securities)

Irvin L. Levy
2727 Chemsearch Boulevard
Irving, Texas 75062
(972) 438-0441
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of Filing Persons)

With Copies to:

Paul S. Bird, Esq.
Debevoise & Plimpton
919 Third Avenue
New York, NY 10022
(212) 909-6000

Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

         Check the appropriate boxes to designate any transactions to which this statement relates:

	third party tender offer subject to Rule 14d-1.
	issuer tender offer subject to Rule 13e-4.
	going-private transaction subject to Rule 13e-3.
	amendment to Schedule 13D under Rule 13d-2.

         Check the following box if the filing is a final amendment reporting the results of the tender offer:  

         Ranger Holding LLC, a Delaware limited liability company (“Holding”), which is 100% owned by Irvin L. Levy, Lester A. Levy, Sr. and the other members of the Levy family identified as offerors on the cover page of this Schedule TO (together with Holding, the “Levy Group”) hereby file this final amendment to their Tender Offer Statement on Schedule TO originally filed on January 7, 2002 (the “Schedule TO”), as subsequently amended from time to time, with respect to the Levy Group’s offer to purchase all of the outstanding shares of common stock, $1.00 par value (the “Shares”), of NCH Corporation, a Delaware corporation (the “Company”), at a purchase price of $52.50 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 7, 2002 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”). Ranger Merger Corporation is not a filing person to this final amendment, as it was merged with and into NCH Corporation in a short-form merger described in the Offer. Capitalized terms used but not defined herein have the respective meanings assigned to such terms in the Schedule TO and the Offer to Purchase dated January 7, 2002, filed as Exhibit (a)(1)(i) thereto.

         ITEMS 1 THROUGH 9 AND 11 THROUGH 13

         Items 1 through 9 and Items 11 through 13 of the Schedule TO are hereby amended and supplemented as follows:

         The Offer expired at 12:00 midnight, New York City Time, on Tuesday, February 12, 2002, and based on preliminary information, resulted in the tender by Company shareholders, and the acceptance for payment by the Purchaser, of a total of 2,391,451 Shares. Upon such acquisition, the Purchaser held an aggregate of approximately 5,231,665 Shares, or approximately 98.6% of the total outstanding Shares of the Company (including 20,875 Shares tendered pursuant to guaranteed delivery).

         On February 13, 2002, pursuant to the Merger Agreement, certain members of the Levy family contributed Shares owned directly or indirectly by them to Purchaser in preparation for the short-form merger of Purchaser with and into the Company, as more fully described in the Schedule TO, as amended to date. As a result of this contribution, Purchaser became the owner of 53.5% of the Company’s Shares.

         The short-form merger of Purchaser with and into the Company pursuant to Section 253 of the Delaware General Corporation Law became effective on February 13, 2002. The Company is the corporation surviving the short-form merger and as a result of the merger is now the wholly-owned subsidiary of Holding.

         In the short-form merger, each outstanding Share of the Company (except for Shares owned by the Purchaser or stockholders exercising dissenters’ rights) was

cancelled and converted into the right to receive $52.50 per Share in cash, without interest thereon and minus any withholding for tax. Letters of Transmittal and any other documents necessary for the exchange of stock certificates representing Shares will be mailed to the former holders of Shares by the paying agent for the short-form merger as promptly as practicable.

         As disclosed in the Offer to Purchase, in connection with the consummation of the Offer, Irvin L. Levy, Lester A. Levy, Sr., Robert M. Levy, John I. Levy, Lester A. Levy, Jr., Ann Levy Cox and Walter M. Levy may sell or tender into the offer in the aggregate up to 230,000 Shares beneficially owned by them for personal financial and estate planning purposes. As of the date of the Amendment, since the commencement of the Offer, certain members of the Levy Group tendered into the Offer 2,922 Shares.

         Except as previously disclosed in the Schedule TO, as amended to date, or as described above in this section, there have not been any transactions involving interests in the securities of the subject company that were effected during the past 60 business days by the filing persons or any associate or subsidiary of any such person.

         Item 12 EXHIBITS

         Item 12 of the Schedule TO is supplemented by adding the following information:

(a)(1)(iv)	Letter of Transmittal, dated February 14, 2002.
(a)(1)(v)	Notice of Merger and Appraisal Rights, dated February 14, 2002.
(a)(2)(ii)	Letter to the stockholders of the Company from Irvin L. Levy, Chairman of the Board of Directors of the Company, dated February 14, 2002.
(a)(5)(xii)	Text of press release issued by the Company on February 13, 2002.

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.

RANGER HOLDING LLC

By: /s/ Irvin L. Levy
Name: Irvin L. Levy
Title: President and CEO

/s/ Irvin L. Levy
Irvin L. Levy

/s/ Lester A. Levy, Sr.
Lester A. Levy, Sr.

/s/ Robert M. Levy
Robert M. Levy

/s/ John I. Levy
John I. Levy

/s/ Lester A. Levy, Jr.
Lester A. Levy, Jr.

/s/ Walter M. Levy
Walter M. Levy

/s/ Ann Levy Cox
Ann Levy Cox

/s/ Carol R. Levy
Carol R. Levy

/s/ Karen Levy
Karen Levy

IRJ LIMITED PARTNERSHIP

By: IRJ GP, L.L.C.
its General Partner

By: /s/ Irvin L. Levy
Name: Irvin L. Levy
Title: Manager

SHELTERWOOD PARTNERS, L.P.

By: Shelterwood Investments, Inc.
its General Partner

By: /s/ Lester A. Levy, Sr.
Name: Lester A. Levy, Sr.
Title: President

THE ALLEN JOHN LEVY TRUST

By: /s/ Robert M. Levy
Name: Robert M. Levy
Title: Trustee

THE KATHERINE RUTH LEVY TRUST

By: /s/ Robert M. Levy
Name: Robert M. Levy
Title: Trustee

THE SOPHIE BERTHA ROSE LEVY TRUST

By: /s/ Ann Levy Cox
Name: Ann Levy Cox
Title: Trustee

THE SOPHIE BERTHA ROSE LEVY TRUST II

By: /s/ Walter M. Levy
Name: Walter M. Levy
Title: Trustee

THE WALTER M. LEVY CHILDREN’S TRUST

By: /s/ Walter M. Levy
Name: Walter M. Levy
Title: Trustee

THE SAMUEL LEVY PIASSICK TRUST

By: /s/ Ann Levy Cox
Name: Ann Levy Cox
Title: Trustee

THE ANN LEVY PIASSICK
CHILDREN’S EXEMPT TRUST

By: /s/ Ann Levy Cox
Name: Ann Levy Cox
Title: Trustee

THE IRVIN L. LEVY TRUST

By: Bank of America, Corporate Trustee

By: /s/ Daniel J. Kelly
Name: Daniel J. Kelly
Title: Trust Officer

By: /s/ Irvin L. Levy
Name: Irvin L. Levy
Title: Trustee

THE LESTER A. LEVY TRUST

By: Bank of America, Corporate Trustee

By: /s/ Daniel J. Kelly
Name: Daniel J. Kelly
Title: Trust Officer

By: /s/ Lester A. Levy, Sr.
Name: Lester A. Levy, Sr.
Title: Trustee

THE ANN ELIZABETH LEVY TRUST

By: Bank of America, Corporate Trustee

By: /s/ Daniel J. Kelly
Name: Daniel J. Kelly
Title: Trust Officer

By: /s/ Lester A. Levy, Sr.
Name: Lester A. Levy, Sr.
Title: Trustee

THE WALTER MILTON LEVY TRUST

By: Bank of America, Corporate Trustee

By: /s/ Daniel J. Kelly
Name: Daniel J. Kelly
Title: Trust Officer

By: /s/ Lester A. Levy, Sr.
Name: Lester A. Levy, Sr.
Title: Trustee

THE LESTER A. LEVY, JR. TRUST

By: Bank of America, Corporate Trustee

By: /s/ Daniel J. Kelly
Name: Daniel J. Kelly
Title: Trust Officer

By: /s/ Lester A. Levy, Sr.
Name: Lester A. Levy, Sr.
Title: Trustee

THE ROBERT M. LEVY TRUST

By: Bank of America, Corporate Trustee

By: /s/ Daniel J. Kelly
Name: Daniel J. Kelly
Title: Trust Officer

By: /s/ Irvin L. Levy
Name: Irvin L. Levy
Title: Trustee

THE JOHN IRVIN LEVY TRUST

By: Bank of America, Corporate Trustee

By: /s/ Daniel J. Kelly
Name: Daniel J. Kelly
Title: Trust Officer

By: /s/ Irvin L. Levy
Name: Irvin L. Levy
Title: Trustee

Dated: February 14, 2002

EXHIBIT INDEX

(a)(1)(i)*	Offer to Purchase, dated January 7, 2002.
(a)(1)(ii)*	Letter of Transmittal, dated January 7, 2002.
(a)(1)(iii)*	Notice of Guaranteed Delivery, dated January 7, 2002.
(a)(1)(iv)	Letter of Transmittal, dated February 14, 2002.
(a)(1)(v)	Notice of Merger and Appraisal Rights, dated February 14, 2002.
(a)(2)(i)*	Letter to the stockholders of the Company from Irvin L. Levy, Chairman of the Board of Directors of the Company.
(a)(2)(ii)	Letter to the stockholders of the Company from Irvin L. Levy, Chairman of the Board of Directors of the Company.
(a)(3)*	Exhibit (a)(1)(i) is incorporated herein by reference.
(a)(4)	Not applicable.
(a)(5)(i)*	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees, dated January 7, 2002.
(a)(5)(ii)*	Letter to clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees, dated January 7, 2002.
(a)(5)(iii)*	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(5)(iv)*	Text of letter from Irvin L. Levy and Lester A. Levy, Sr. to the Company’s Board, dated September 28, 2001.
(a)(5)(v)*	Summary Advertisement as published in the New York Times on January 7, 2002.
(a)(5)(vi)*	Text of press release issued by the Company on October 1, 2001.
(a)(5)(vii)*	Text of press release issued by the Company on December 24, 2001.
(a)(5)(viii)*	Text of press release issued by the Company on January 7, 2002.

* Previously filed.

(a)(5)(ix)*	Text of press release issued by the Company on February 5, 2002.
(a)(5)(x)*	Text of press release issued by the Company on February 5, 2002.
(a)(5)(xi) *	Text of press release issued by the Company on February 13, 2002.
(a)(5)(xii)	Text of press release issued by the Company on February 13, 2002.
(b)(i)*	Financing Commitment Letter dated October 12, 2001 from Bank of America, N.A. and Bank of America Securities LLC relating to $130,000,000 aggregate principal amount of senior credit facilities as amended by letters dated November 8, 2001 and December 10, 2001.
(b)(ii)*	Credit Agreement dated February 5, 2002, among Ranger Merger Corporation, Bank of America, N.A., JP Morgan Chase Bank and the other lenders thereto.
(c)(i)*	Fairness Opinion of Dresdner Kleinwort Wasserstein (included as Annex B to Offer to Purchase filed herewith as Exhibit (a)(1)(i)).
(c)(ii)*	Materials presented by Dresdner Kleinwort Wasserstein to the Special Committee, dated December 24, 2001.
(c)(iii)*	Materials presented by Deutsche Banc Alex. Brown to the Levy Group dated April 4, 2001.
(c)(iv)*	Materials presented by Deutsche Banc Alex. Brown to the Levy Group dated September 17, 2001.
(c)(v)*	Preliminary Materials presented by Dresdner Kleinwort Wasserstein to the Special Committee, dated October 31, 2001.
(c)(vi)*	Preliminary Materials presented by Dresdner Kleinwort Wasserstein to the Special Committee, dated December 5, 2001.
(c)(vii)*	Preliminary Materials presented by Dresdner Kleinwort Wasserstein to the Special Committee, dated December 18, 2001.
(c)(viii)*	Financial Projections Prepared by the Management of the Company, dated April, 2001 (the “April Projections”).
(c)(ix)*	Financial Projections Prepared by the Management of the Company, dated September, 2001 (the “July Projections”).

(c)(x)*	Financial Projections Prepared by the Management of the Company, dated October, 2001 (the “October Projections”).
(d)(i)*	Agreement and Plan of Merger, dated as of December 24, 2001, by and among Holding, Purchaser and the Company (included as Annex A to the Offer to Purchase filed herewith as Exhibit (a)(1)(i)).
(d)(ii)	None.
(e)(i) *	Excerpts from the Proxy Statement for 2001 Annual Meeting of Stockholders of NCH Corporation, dated June 27, 2001.
(e)(ii) *	Limited Liability Company Agreement of Ranger Holding LLC, dated as of December 24, 2001.
(f)*	Section 262 of the Delaware General Corporation Law (included as Schedule II to the Offer to Purchase filed herewith at Exhibit (a)(1)(i)).
(g)	None.
(h)	None.

EX-99.A.1.IV 3 y57533a5ex99-a_1iv.htm LETTER OF TRANSMITTAL

Exhibit (a)(1)(iv)

LETTER OF TRANSMITTAL

TO SURRENDER CERTIFICATES FORMERLY REPRESENTING

SHARES OF COMMON STOCK

of

NCH CORPORATION

The Disbursing Agent is:

Mellon Investor Services LLC

By Mail, Hand or Overnight Delivery

By Mail: Mellon Investor Services LLC Post Office Box 3300 South Hackensack, NJ 07606 Attn: Reorganization Department	By Overnight Delivery: Mellon Investor Services LLC 85 Challenger Road Mail Stop — Reorg Ridgefield Park, NJ 07660 Attn: Reorganization Department
By Hand: Mellon Investor Services LLC 120 Broadway — 13th Floor New York, NY 10271 Attn: Reorganization Department

Additional Information:

(800) 777-3674

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

o CHECK HERE AND RETURN THIS LETTER OF TRANSMITTAL TO THE PAYING AGENT IF ANY OF YOUR CERTIFICATES HAVE BEEN MUTILATED, LOST, STOLEN, OR DESTROYED. THE PAYING AGENT WILL THEREAFTER ADVISE YOU OF THE REQUIREMENTS FOR RECEIVING PAYMENT FOR THE SHARES FORMERLY REPRESENTED BY SUCH CERTIFICATES.

IMPORTANT: APPRAISAL RIGHTS DESCRIBED IN THE NOTICE OF MERGER AND APPRAISAL RIGHTS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE CONSIDERED CAREFULLY BEFORE CERTIFICATES REPRESENTING OR FORMERLY REPRESENTING SHARES ARE SURRENDERED FOR PAYMENT.

DESCRIPTION OF CERTIFICATES SURRENDERED
Name(s) and Address(es) of Registered Holder(s)	Certificate(s) Being Surrendered
(Please fill in, if blank, exactly as name(s) appear(s) on Certificate(s))	(Attach signed additional list, if necessary)
	Certificate Number(s)	Number of Shares Formerly
		Represented by
		Certificate(s)
	Total Shares

NOTE: SIGNATURES MUST BE PROVIDED BELOW FOR THIS LETTER OF TRANSMITTAL AND

FOR THE SUBSTITUTE FORM W-9 ON THE REVERSE

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

To: Mellon Investor Services LLC, as Disbursing Agent (the “Disbursing Agent”)

      The undersigned has received a copy of the Notice of Merger and Appraisal Rights, dated February 14, 2002 (the “Notice”), in respect of the merger (the “Merger”) of Ranger Merger Corporation, a Delaware corporation, with and into NCH Corporation, a Delaware corporation (the “Corporation”), which Merger became effective on February 13, 2002 (the “Effective Time of the Merger”). With respect to the shares of common stock, par value $1.00 per share (the “Shares”), of the Corporation held by the undersigned at the Effective Time of the Merger, the undersigned hereby surrenders the above-described certificate(s) representing or formerly representing Shares (the “Certificate(s)”) for payment of $52.50 per Share, without interest thereon (the “Cash Payment”), by the Disbursing Agent.

      The name(s) and address(es) of the registered holder(s) should be printed, if they are not already set forth on a label above, under “Description of Certificates Surrendered”, as they appear on the Certificate(s). The Certificate(s) and the number of Shares represented or formerly represented thereby that the undersigned wishes to surrender should be indicated in the appropriate boxes.

      The undersigned hereby represents and warrants that (a) the undersigned has full power and authority to surrender any Certificate(s) delivered herewith for payment as provided herein and that, when Cash Payment is made by the Disbursing Agent, the Corporation will not be subject to any adverse claim in respect of such Certificate(s) and (b) the undersigned has reviewed the Notice, including the information therein with respect to the rights of stockholders to an appraisal of their Shares under Section 262 of the Delaware General Corporation Law, and understands that surrender to the Disbursing Agent of Certificate(s) may constitute a waiver of appraisal rights under the Delaware General Corporation Law.

      The undersigned hereby irrevocably constitutes and appoints the Disbursing Agent the true and lawful agent and attorney-in-fact of the undersigned with respect to the Certificate(s), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to deliver such Certificate(s), together with all accompanying evidences of transfer and authenticity, to the Corporation upon receipt by the Disbursing Agent, as the undersigned’s agent, of the Cash Payment. All authority conferred or agreed to be conferred in this Letter of Transmittal shall be binding upon the successors, assigns, heirs, executors, administrators and legal representatives of the undersigned and shall not be affected by, and shall survive the death or incapacity of, the undersigned.

      Unless otherwise indicated under “Special Payment Instructions” below, please issue the check for the Cash Payment in the name(s) of the registered holder(s) appearing under “Description of Certificates Surrendered” above. Similarly, unless otherwise indicated below under “Special Delivery Instructions,” please mail the check for the Cash Payment to the address of the registered holder(s) appearing under “Description of Certificates Surrendered” above. In the event that both the Special Payment Instructions and the Special Delivery Instructions are completed, please issue the check for the Cash Payment in the name of, and deliver such check to, the person so indicated.

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SPECIAL PAYMENT INSTRUCTIONS (Signature Guarantee Required — See Instruction 2)	SPECIAL DELIVERY INSTRUCTIONS
To be completed ONLY if the check for the Cash Payment is to be issued in the name of someone other than the undersigned.	To be completed ONLY if the check for the Cash Payment is to be sent to the undersigned at an address other than shown above.
Issue Check to:	Mail Check to:
Name  (Please Print) Address  (Include Zip Code) (Employer Identification or Social Security Number)	Name (Please Print) Address  (Include Zip Code)

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SIGN HERE

(Also Complete Substitute Form W-9 Below)

SIGN

HERE

(Signature(s) of Stockholder(s))

Dated: ________________, 2002

(Must be signed by registered holder(s) as name(s) appear(s) on the Certificate(s) or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneys, officers of corporations or others acting in a fiduciary or representative capacity, please provide the following information and see Instruction 2.)

Name(s) 

(Please Print)

Capacity (Full Title) 

Address 

(Include Zip Code)

Daytime Area Code and Telephone Number 

Employer Identification or Social Security Number 

                                                       (Also Complete Substitute Form W-9 on Reverse)

GUARANTEE OF SIGNATURE(S)

(If Required — See Instruction 2)

Authorized Signature 

Name 

(Please Print)

Name of Firm 

Address 

(Include Zip Code)

Daytime Area Code and Telephone Number 

Dated: ________________, 2002

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INSTRUCTIONS

      1. Delivery of Letter of Transmittal and Certificate(s). All Certificate(s) to be surrendered, as well as a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, and any other documents required by this Letter of Transmittal, must be received by the Disbursing Agent at one of its addresses set forth in this Letter of Transmittal in order for the appropriate person to receive the Cash Payment.

      Appraisal rights, which are described in the Notice, should be considered carefully before Certificate(s) are surrendered for payment or this Letter of Transmittal is executed. Stockholders should also note that surrender to the Disbursing Agent of Certificate(s) may constitute the waiver of appraisal rights under the Delaware General Corporation Law. In any event, a registered holder who fails to demand appraisal of such holder’s Shares (or a beneficial owner of Shares who fails to cause the registered holder of such Shares to demand an appraisal of such Shares) on or prior to March 7, 2002 (i.e., within 20 calendar days after the date of mailing of the Notice), as provided under Section 262 of the Delaware General Corporation Law, will have waived such holder’s appraisal rights under Section 262. Each person who does NOT plan to seek an appraisal of all such person’s Shares is urged to execute (or, if such person is not the registered holder of such Shares, to arrange for such registered holder or such holder’s duly authorized representative to execute) and mail or deliver this Letter of Transmittal to the Disbursing Agent.

      Notwithstanding any other provision hereof, the Cash Payment for Certificate(s) surrendered for payment pursuant to the Merger shall in all cases be made only after receipt by the Disbursing Agent of such Certificate(s), a Letter of Transmittal, properly completed and duly executed, and any other required documents.

      All questions as to the validity of any surrender of Certificate(s) or mailing or delivery of this Letter of Transmittal shall be determined by the Corporation, whose determination shall be final and binding. The Corporation reserves the absolute right to reject any or all Certificates or Letters of Transmittal not in proper form or the payment for which may, in the opinion of counsel for the Corporation, be unlawful. The Corporation also reserves the absolute right to waive any defect or irregularity in the surrender of any Certificates or Letters of Transmittal. Neither the Corporation (or any of its affiliates) nor the Disbursing Agent nor any other person will be under any duty to give notification of any defects or irregularities in any Letter of Transmittal or will incur any liability for failure to give any such notification to any person (even if such notification is given to other persons).

      2. Signatures; Signature Guarantees. If Certificate(s) are registered in the name of a person other than the signer of this Letter of Transmittal, the Certificate(s) must be duly endorsed, or accompanied by stock power(s) signed by the registered holder(s), with the signature(s) on the endorsement(s) or stock power(s) guaranteed thereon and on this Letter of Transmittal as provided below. If the surrendered Certificate(s) are owned of record by two or more joint holders, all such holders must sign this Letter of Transmittal. If this Letter of Transmittal is executed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of the corporation or other person acting in a fiduciary or representative capacity, proper documentary evidence must be furnished of the authority of the person executing the same. Questions regarding such evidence of authority may be referred to the Disbursing Agent.

      If Certificate(s) are surrendered by a registered holder who has completed the box entitled “Special Payment Instructions”, signatures on this Letter of Transmittal must be guaranteed by a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program (such participant, an “Eligible Institution”), unless surrendered on behalf of an Eligible Institution.

      No signature guarantee is required on this Letter of Transmittal (a) if this Letter of Transmittal is signed by the registered holder(s) of the Certificate(s) surrendered herewith and payment is to be made directly to such registered holder(s) or (b) if such Certificate(s) are surrendered for the account of an Eligible Institution.

      3. Stock Transfer Taxes. If the Cash Payment is to be made to any persons other than the registered holder(s) of the Certificate(s), or if the Certificate(s) are registered in the name(s) of any person(s) other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s) or such persons(s)), payable on account of the transfer to such person shall be deducted from the Cash Payment unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted.

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      Except as provided in this Instruction 3, it will not be necessary for transfer tax stamps to be affixed to the Certificate(s).

      4. Method of Delivery of Letter of Transmittal and Certificate(s). The method of delivery of this Letter of Transmittal, the Certificate(s) and any other required documents is at the option and risk of the stockholder, and the delivery will be deemed made only when actually received by the Disbursing Agent. If such delivery is by mail, registered mail with return receipt requested, properly insured, is recommended.

      5. Multiple Registrations. If a stockholder’s Shares are registered differently on several Certificate(s), it will be necessary for such stockholder to complete, sign and submit as many separate Letters of Transmittal as there are different registrations for his Shares.

      6. Inadequate Space. If the space provided herein is inadequate, the Certificate numbers and/or the number of Shares should be listed on a separate signed schedule attached hereto.

      7. 30% Backup Withholding. In order to avoid backup withholding of Federal income tax on the cash received upon the surrender of Certificate(s), a stockholder must, unless an exemption applies, provide the Disbursing Agent with his or her correct taxpayer identification number (“TIN”) on Substitute Form W-9 on this Letter of Transmittal and certify, under penalties of perjury, that such TIN is correct. If the correct TIN is not provided, a $50 penalty may be imposed by the Internal Revenue Service (“IRS”) and payments made in exchange for the surrendered Shares may be subject to backup withholding of 30%.

      Backup withholding is not an additional Federal income tax. Rather, the amount of backup withholding can be credited against the Federal income tax liability of the person subject to the backup withholding, provided that the required information is given to the IRS. If backup withholding results in an overpayment of tax, a refund can be obtained by the stockholder upon filing an income tax return.

      The TIN that must be provided on the Substitute Form W-9 is that of the registered holder(s) of the Certificate(s) or of the last transferee appearing on the transfers attached to, or endorsed on, the Certificate(s). The TIN for an individual is his or her social security number. The box in Part 3 of the Substitute Form W-9 may be checked if the person surrendering the Certificate(s) has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked and the Disbursing Agent is not provided with a TIN within 60 days, the Disbursing Agent will withhold 30% on all payments of the Cash Payment until it is provided with a properly certified TIN.

      Exempt persons (including, among others, corporations) are not subject to backup withholding and should indicate their exempt status on the Substitute Form W-9. A foreign individual may qualify as an exempt person by submitting a Form W-8, signed under penalties of perjury, certifying such individual’s foreign status. A Form W-8 can be obtained from the Disbursing Agent. A stockholder should consult his or her tax advisor about his or her qualification for exemption from backup withholding and the procedure for obtaining such exemption. For additional guidance, see the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

      8. Lost Certificates. In the event that the stockholder is unable to deliver to the Disbursing Agent any of the Certificate(s) because of the mutilation, loss, theft or destruction of such Certificate(s), this Letter of Transmittal may nevertheless be submitted, together with any documents that may be required, subject to acceptance at the discretion of the Corporation, provided, among other requirements, that the stockholder agrees to indemnify the Corporation by signing the form of indemnity agreement that may be obtained from the Disbursing Agent. In certain instances, the Corporation may require a corporate bond or indemnity.

      9. Requested for Assistance or Additional Copies. Questions and requests for assistance or for additional copies of this Letter of Transmittal and the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 may be directed to the Disbursing Agent at the addresses set forth in this Letter of Transmittal.

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PAYER’S NAME: Mellon Investor Services LLC
SUBSTITUTE FORM W-9	Part 1 — Name (If a joint account or you changed your name, see Guidelines)
	Business name, if different from above. (See Guidelines)
	Check appropriate box:  o Individual sole proprietor o Corporation o Partnership o  Other
	Address (number, street, and apt. or suite no.)
	City, state, and ZIP code
	Part 2 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW
		Social Security Number OR Employer Identification Number
	Part 3 — Certification — Under penalties of perjury, I certify that: (1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me) and (2) I am not subject to backup withholding because (a) I am exempt from backup withholding or (b) I have not been notified by the Internal Revenue Service (“IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding and (3) I am a U.S. person (including a U.S. resident alien).	Part 4 — Awaiting TIN o Part 5 — Exempt TIN o
Department of the Treasury Internal Revenue Service Payor’s Request for Taxpayer Identification Number (“TIN”)	Certification Instructions — You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of under- reporting interest on dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out such item (2).
SIGNATURE --------------------------------------------------------------------------------  DATE ------------ , 2002

NOTE:  FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 30% OF ANY PAYMENTS MADE TO YOU. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION.

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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED

THE BOX IN PART 4 OF SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

          I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number to the Disbursing Agent within 60 days, the Disbursing Agent is required to withhold 30% of all reportable payments thereafter made to me until I provided a number.

 ,                                                     , 2002

Signature                                                                           Date

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payer. — Social Security numbers have nine digits separated by two hyphens: i.e. 000-00-0000. Employer identification number have nine digits separated by only one hyphen: i.e. 00-0000000. The table below will help determine the number to give the payer.

		Give the name and
		SOCIAL SECURITY
For this type of account:		number of —
1.	An Individual’s account	The individual
2.	Two or more individuals (joint account)	The actual owner of the account, or if combined funds, any one of the individuals(1)
3.	Husband and wife (joint account)	The actual owner of the account, or if joint funds, either person(1)
4.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
5.	Adult and minor (joint account)	The adult or, if the minor is the only contributor, the minor(1)
6.	Account in the name of guardian or committee for a designated ward, minor, or incompetent	The ward, minor, or incompetent person(3)
7.	a. The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)
	. So-called trust account that is not a legal or valid trust under State law	The actual owner(1)
8.	Sole proprietorship account	The Owner(4)

		Give the
		SOCIAL SECURITY
For this type of account:		number of —
9.	A valid trust, estate, or pension trust	The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)(5)
10.	Corporate account	The corporation
11.	Religious, charitable, or educational organization account	The organization
12.	Partnership account held in the name of the business	The partnership
13.	Association, club, or other tax- exempt organization	The organization
14.	A broker or registered nominee	The broker or nominee
15.	Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district or prison) that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person in a joint account has a social security number, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s social security number.
(3)	Circle the ward’s, minor’s or incompetent person’s name and furnish such person’s social security number.
(4)	Show the name of the owner.
(5)	List first and circle the name of the legal trust, estate or pension trust.

Note:  IF NO NAME IS CIRCLED WHEN THERE IS MORE THAN ONE NAME, THE NUMBER WILL BE CONSIDERED TO BE THAT OF THE FIRST NAME LISTED.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER (TIN) ON SUBSTITUTE FORM W-9

(Section references are to the Internal Revenue Code)

PAGE 2

Name

If you are an individual, you must generally provide the name shown on your social security card. However, if you have changed your last name, for instance, due to marriage, without informing the Social Security Administration of the name change, please enter your first name, the last name shown on your social security card, and your new last name.

Obtaining a TIN

If you don’t have a taxpayer identification number (“TIN”), apply for one immediately. To apply, obtain form SS-5, Application for a Social Security Card, from your local office of the Social Security Administration, or Form SS-4, Application for Employer Identification Number, from your local Internal Revenue Service (“IRS”) office.

Payees and Payments Exempt from Backup Withholding

The following is a list of payees generally exempt from backup withholding and for which no information reporting is required. For interest and dividends, all listed payees are exempt except payees listed in item (9). For broker transactions, payees listed in (1) through (13), and a person registered under the Investment Advisers Act of 1940 who regularly acts a broker, are exempt. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items (1) through (7), except that a corporation (except certain hospitals described in Regulations section 1.6041-3(a)) that provides medical and health care services or bills and collects payments for such services is not exempt from backup withholding or information reporting.

      (1) A corporation.

(2)	An organization exempt from tax under section 501(a), or an individual retirement plan (“IRA”), or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).
(3)	The U.S. or any of its agencies or instrumentalities.
(4)	A state, the District of Columbia, a possession of the U.S., or any of their political subdivisions or instrumentalities.
(5)	A foreign government or any of its political subdivisions, agencies or instrumentalities.
(6)	An international organization or any of its agencies or instrumentalities.
(7)	A foreign central bank of issue.
(8)	A dealer in securities or commodities required to register in the U.S., the District of Columbia or a possession of the U.S.
(9)	A futures commission merchant registered with the Commodity Futures Trading Commission.

(10)	A real estate investment trust.
(11)	An entity registered at all time during the tax year under the Investment Company Act of 1940.
(12)	A common trust fund operated by a bank under section 584(a).
(13)	A financial institution.
(14)	A middleman known in the investment community as a nominee or listed in the most recent publication of the American Society of Corporate Secretaries, Inc., Nominee List.
(15)	A trust exempt form tax under section 664 or described in section 4947.

Payments of dividends generally not subject to backup withholding include the following:

  •  Payments to nonresident aliens subject to withholding under section 1441.

  •  Payments to partnerships not engaged in a trade or business in the U.S. and that have at least one nonresident alien partner.

  •  Payments made by certain foreign organizations.

Payments of interest generally not subject to backup withholding include the following:

  •  Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if you are paid $600 or more of interest in the course of the payer’s trade or business and you have not provided your correct TIN to the payer.

  •  Payments of tax-exempt interest (including exempt-interest dividends under section 852).

  •  Payments described in section 6049(b)(5) to nonresident aliens.

  •  Payments on tax-free covenant bonds under section 1451.

  •  Payments made by certain foreign organizations.

  •  Mortgaged interest paid by you.

Payments that are not subject to information reporting are also not subject to backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A, and 6050N, and the regulations under those sections.

Privacy Act Notice — Section 6109 requires you to furnish your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. The IRS uses the number for identification purposes and to help verify the accuracy of your tax return. You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 30% of taxable interest, dividend, and certain other payments to a payee who does not furnish a TIN to a payer. Certain penalties may also apply.

Penalties

(1) Failure to Furnish TIN. — If you fail to furnish your correct TIN to a requester (the person asking you to furnish your TIN), you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information With Respect to Withholding. — If you make a false statement with no reasonable basis which results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying information. — Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX

CONSULTANT OR THE IRS.

EX-99.A.1.IV

LETTER OF TRANSMITTAL

EX-99.A.1.V

Exhibit (a)(1)(v)

NOTICE OF MERGER AND APPRAISAL RIGHTS

AVAILABLE TO FORMER STOCKHOLDERS OF

NCH CORPORATION

IN CONNECTION WITH

THE MERGER OF

RANGER MERGER CORPORATION

A WHOLLY-OWNED SUBSIDIARY OF

RANGER HOLDING LLC

with and into

NCH CORPORATION

To the Holders of Certificates Formerly

Representing Common Stock of

NCH Corporation

      NOTICE IS HEREBY GIVEN pursuant to Section 262(d)(2) of the Delaware General Corporation Law (the “DGCL”) that effective on February 13, 2002 (the “Effective Time of the Merger”), Ranger Merger Corporation, a Delaware corporation (“Purchaser”), which is a wholly-owned subsidiary of Ranger Holding LLC, a Delaware limited liability company (“Holding”), was merged (the “Merger”) with and into NCH Corporation, a Delaware corporation (the “Company”), with the Company as the surviving corporation. The Merger was effected pursuant to Section 253 of the DGCL when Purchaser filed a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware. Immediately prior to the Merger, the Purchaser owned approximately 98.6% of the outstanding shares of common stock, par value $1.00 per share (the “Shares”), of the Company. Under the DGCL, no action was required by the stockholders of the Company, other than Purchaser (through its Board of Directors), for the Merger to become effective. As a result of the Merger, the Company became a wholly-owned subsidiary of Holding.

      Pursuant to the terms of the Agreement and Plan of Merger, dated as of December 24, 2001, among Holding, Purchaser and the Company (the “Merger Agreement”), as a result of the Merger each of the remaining outstanding Shares of the Company (other than Shares held by Holding, Purchaser or any other direct or indirect wholly-owned subsidiary of Holding) was converted, subject to the appraisal rights described below, into the right to receive $52.50 in cash, without interest, upon surrender of the certificate for such Share to Mellon Investor Services LLC, as Exchange Agent (the “Exchange Agent”), as set forth in the enclosed letter of transmittal (the “Letter of Transmittal”).

Surrender of Certificates

      The Exchange Agent will accept the surrender of certificates formerly representing Shares in exchange for the $52.50 per Share cash payment.

      TO RECEIVE THE $52.50 PER SHARE CASH PAYMENT FOR ALL OR PART OF A FORMER STOCKHOLDER’S SHARES, THE FORMER STOCKHOLDER OR A DULY AUTHORIZED REPRESENTATIVE MUST (A) DELIVER THE ENCLOSED LETTER OF TRANSMITTAL, APPROPRIATELY COMPLETED AND EXECUTED, TO THE EXCHANGE AGENT AND (B) SURRENDER SUCH SHARES BY DELIVERING THE STOCK CERTIFICATE OR CERTIFICATES THAT, PRIOR TO THE MERGER, HAD EVIDENCED SUCH SHARES TO THE EXCHANGE AGENT, ALL AS SET FORTH IN THE LETTER OF TRANSMITTAL AND ACCOMPANYING INSTRUCTIONS.

      Each person who does NOT plan to seek an appraisal of all such person’s Shares is urged to execute (or, if such person is not the record holder of such Shares, to arrange for such record holder or such holder’s duly authorized representative to execute) and mail postage paid or deliver a Letter of Transmittal to the Exchange Agent at one of the addresses set forth in the Letter of Transmittal. Former stockholders should note that surrender to the Exchange Agent of certificate(s) for their Shares may constitute a waiver of appraisal rights under the DGCL.

      Each former Company stockholder should note that the method of delivery of the Letter of Transmittal, stock certificate(s) and all other required documents is at the election and risk of the former stockholder. If the decision is made to send stock certificate(s) by mail, it is recommended that such certificate(s) be sent by registered mail, properly insured, with return receipt requested.

Appraisal Rights

      Notwithstanding the Merger, Shares held by former stockholders of the Company who (a) do not execute and return (or cause to be executed and returned) a Letter of Transmittal with respect to such Shares or otherwise surrender such Shares for the $52.50 per Share cash payment, (b) perfect their rights to appraisal of such Shares in accordance with Section 262 of the DGCL (“Section 262”) and (c) do not thereafter withdraw their demands for appraisal of such Shares or otherwise lose or waive their appraisal rights, in each case in accordance with the DGCL, shall represent the right to receive from the Company such payment as the holders thereof may be entitled to receive as determined by the Delaware Court of Chancery in an appraisal proceeding.

      Section 262 provides a procedure by which persons who were stockholders of the Company at the Effective Time of the Merger may seek an appraisal of their Shares in lieu of accepting the $52.50 per Share cash payment. A demand for appraisal must be made in writing by or for the stockholder of record wishing to demand appraisal and must reasonably inform the Company of the identity of the stockholder making the demand for appraisal and that such stockholder intends thereby to demand appraisal of his or her Shares. In any such appraisal proceeding, the Delaware Court of Chancery would determine the fair value of the Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger. Former stockholders should recognize that such appraisal could result in a determination of a value higher or lower than or equivalent to $52.50 per Share. Following such an appraisal proceeding, the Delaware Court of Chancery would direct the Company (as the surviving corporation in the Merger), pursuant to Section 262, to make payment of such fair value of the Shares, together with a fair rate of interest, if any, to the former stockholders entitled thereto who properly demanded appraisal.

Appraisal Procedure

      This Notice of Merger and Appraisal Rights from the Company affords former stockholders of the Company the notice required by Section 262(d)(2) of the DGCL. The right to appraisal will be lost unless it is perfected by full and precise satisfaction of the requirements of Section 262, the text of which is set forth in full in Appendix A hereto. Mere failure to execute and return a Letter of Transmittal to the Disbursing Agent does NOT satisfy the requirements of Section 262; rather, a separate written demand for appraisal must be properly executed and delivered to the Company as described below:

      A former stockholder of the Company who wishes to demand appraisal of his or her Shares must make a written demand for appraisal on or prior to March 7, 2002 (i.e., within 20 calendar days after the date of mailing of this Notice of Merger and Appraisal Rights). A demand for appraisal should be addressed to the Company at the following address:

NCH Corporation

2727 Chemsearch Boulevard

Irving, Texas 75062

Attn: Corporate Secretary

      As provided under Section 262, failure of a former stockholder of the Company to make a written demand for appraisal (or a beneficial owner of Shares who fails to cause the record holder of such Shares to

2

demand an appraisal of such Shares) within such time limit will result in the loss of such former stockholder’s appraisal rights. The written demand for appraisal must be executed by or for the stockholder of record, fully and correctly, as such stockholder’s name appears on the certificate(s) for his or her Shares. If the Shares are owned of record in a fiduciary or representative capacity, such as by a trustee, executor, administrator, guardian, attorney-in-fact or officer of a corporation, execution of the demand must be made in such capacity, and if the Shares are owned of record by more than one person, such as in a joint tenancy or tenancy in common, the demand must be executed by or for all joint owners. An authorized agent, including one of two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner(s) and expressly disclose the fact that, in executing the demand, the agent is acting as agent for the record owner(s).

      A beneficial owner of Shares held in “street name” who desires appraisal should take such actions as may be necessary to ensure that a timely and proper demand for appraisal is made by the record holder of such Shares. Shares held through brokerage firms, banks and other financial institutions are frequently deposited with and held of record in the name of a nominee of a central security deposit, such as Cede & Co., Philadep and others. Any beneficial holder desiring appraisal who holds Shares through a brokerage firm, bank or other financial institution is responsible for ensuring that the demand for appraisal is made by the record holder. The beneficial holder of such Shares should instruct such firm, bank or institution that the demand for appraisal may be made by the record holder of the Shares, which may be the nominee of a central security depository if the Shares have been so deposited. As required by Section 262, a demand for appraisal must reasonably inform the Company the identity of the holder(s) of record (which may be a nominee as described above) and of such holder’s intention thereby to demand appraisal of such Shares.

      Within 120 calendar days after the Effective Time of the Merger, the Company or any former stockholder entitled to appraisal rights under Section 262 who has complied with the provisions thereof may file a petition in the Delaware Court of Chancery demanding a determination of the value of the Shares of all such stockholders. The Company is under no obligation, and has no present intention, to file such a petition. Accordingly, any former stockholder who wishes to perfect his or her appraisal rights will be required to initiate all necessary action within the time prescribed in Section 262. At any time within 60 calendar days after the Effective Time of the Merger, any former stockholder who has demanded appraisal has the right to withdraw the demand and accept the consideration offered pursuant to the Merger.

      Within 120 calendar days after the Effective Time of the Merger, any former stockholder who has complied with the requirements for exercise of appraisal rights will be entitled, upon written request, to receive from the Company a statement setting forth the aggregate number of Shares with respect to which demands for appraisal have been received and the aggregate number of holders of such Shares. Such statement must be mailed (a) within 10 calendar days after a written request therefor has been received by the Company or (b) by March 17, 2002 (i.e., 10 calendar days after expiration of the period for delivery of demands for appraisal), whichever is later.

      If a petition for an appraisal is timely filed and a copy thereof is delivered to the Company, the Company will then be obligated within 20 calendar days to provide the Register in Chancery with a duly verified list containing the names and addresses of all former stockholders of the Company who have demanded an appraisal of their Shares and with whom agreements as to the value of their Shares have not been reached by the Company. After notice to such former stockholders, the Court of Chancery is empowered to conduct a hearing on such petition to determine those former stockholders who have complied with Section 262 and who have become entitled to appraisal rights. The Court of Chancery may require the holders of Shares who have demanded an appraisal for their Shares to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceeding; and if any former stockholder fails to comply with such direction, the Court of Chancery may dismiss the proceedings as to such former stockholder.

      After determining the stockholders entitled to an appraisal, the Court of Chancery will appraise the “fair value” of their Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with a fair rate of interest, if any, to be paid upon the amount determined to be the fair value. The Delaware Supreme Court has stated that “proof of value by any techniques or methods which are

3

generally considered acceptable in the financial community and otherwise admissible in court” should be considered in the appraisal proceedings. In addition, Delaware courts have held that the Section 262 appraisal remedy, depending on factual circumstances, may or may not be a dissenter’s exclusive remedy.

      The costs of the appraisal proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. The Court may also order that all or a portion of the expenses incurred by any former stockholder in connection with an appraisal, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts utilized in the appraisal proceeding, be charged pro rata against the value of all the Shares entitled to be appraised.

      No former stockholder, whether or not he or she has duly demanded an appraisal in compliance with Section 262, will, from and after the Effective Time of the Merger, be entitled to vote any Shares for any purpose or be entitled to the payment of dividends or other distributions on any Shares (except dividends or other distributions payable to stockholders of record at a date prior to the Effective Time of the Merger).

      If any former stockholder who demands appraisal of his or her Shares under Section 262 fails to perfect, or effectively withdraws or loses, his or her right to appraisal, as provided in the DGCL, the Shares of such former stockholder will be converted into the right to receive $52.50 in cash per Share, without interest. Such former stockholders must follow the procedures set forth in the Letter of Transmittal and accompanying instructions.

      The foregoing brief summary does not purport to be a complete description of the applicable provisions of Section 262, and is qualified in its entirety by reference to Section 262, which is attached hereto in full as Appendix A. For more information concerning the Merger, former stockholders are directed to the Company’s Solicitation/ Recommendation Statement on Schedule 14D-9, copies of which were mailed to such stockholders on or about January 7, 2002.

Additional Information

      Pursuant to the terms of the Merger Agreement, the Purchaser conducted an offer to purchase all outstanding Shares at a price per share of $52.50, net to the sellers in cash (the “Offer”). In making their decisions as to the exercise of appraisal rights, former stockholders are urged to review the Offer to Purchase, dated January 7, 2002, of the Purchaser which was previously mailed to such stockholders in connection with the Offer. Copies of such Offer to Purchase, as well as of the related Schedule TO of the Purchaser and all amendments thereto filed with the Securities and Exchange Commission (the “Commission”) in connection with the Offer, can be obtained by written request directed to NCH Corporation, 2727 Chemsearch Boulevard, Irving, Texas 75062, Attention: Corporate Secretary.

Information Concerning the Company

      Prior to the Effective Time of the Merger, the Company was subject to the information reporting and other requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in accordance therewith, was, and, in certain circumstances, is required to file reports and other information with the Commission relating to the Company’s business, financial condition and certain other matters. These reports and other information should be available for inspection at the public reference facilities maintained by the Commission at 450 Fifth Street, NW, Room 1024, Washington, D.C. 20549, and also should be available for inspection and copying at the regional offices of the Commission located at Northwest Atrium Center, 500 West Madison Street (Suite 1400), Chicago, Illinois 60661, and 5670 Wilshire Boulevard, 11th Floor, Los Angeles, California 90036. Copies may also be obtained by mail, upon payment of the Commission’s customary fees, from the Public Reference Section of the Commission at 450 Fifth Street, NW, Washington, D.C. 20549. The Commission also maintains a World Wide Web site on the Internet at http://www.sec.gov that contains certain reports and other information regarding registrants that file electronically with the Commission.

Date: February 14, 2002

NCH CORPORATION

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Appendix A

DELAWARE GENERAL CORPORATION LAW

§ 262.     Appraisal rights.

      (a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to § 228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder’s shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word “stockholder” means a holder of record of stock in a stock corporation and also a member of record of a nonstock corporation; the words “stock” and “share” mean and include what is ordinarily meant by those words and also membership or membership interest of a member of a nonstock corporation; and the words “depository receipt” mean a receipt or other instrument issued by a depository representing an interest in one or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository.

      (b) Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to § 251 (other than a merger effected pursuant to § 251(g) of this title), § 252, § 254, § 257, § 258, § 263 or § 264 of this title:

      (1) Provided, however, that no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of and to vote at the meeting of stockholders to act upon the agreement of merger or consolidation, were either (i) listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in subsection (f) of § 251 of this title.

      (2) Notwithstanding paragraph (1) of this subsection, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to §§ 251, 252, 254, 257, 258, 263 and 264 of this title to accept for such stock anything except:

      1.     Shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof;

      2.     Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or held of record by more than 2,000 holders;

      3.     Cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a. and b. of this paragraph; or

      4.     Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a., b. and c. of this paragraph.

      (3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under § 253 of this title is not owned by the parent corporation immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation.

A-1

      (c) Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the certificate of incorporation contains such a provision, the procedures of this section, including those set forth in subsections (d) and (e) of this section, shall apply as nearly as is practicable.

      (d) Appraisal rights shall be perfected as follows:

      (1) If a proposed merger or consolidation for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for such meeting with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) hereof that appraisal rights are available for any or all of the shares of the constituent corporations, and shall include in such notice a copy of this section. Each stockholder electing to demand the appraisal of such stockholder’s shares shall deliver to the corporation, before the taking of the vote on the merger or consolidation, a written demand for appraisal of such stockholder’s shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder’s shares. A proxy or vote against the merger or consolidation shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger or consolidation, the surviving or resulting corporation shall notify each stockholder of each constituent corporation who has complied with this subsection and has not voted in favor of or consented to the merger or consolidation of the date that the merger or consolidation has become effective; or

      (2) If the merger or consolidation was approved pursuant to § 228 or § 253 of this title, each constituent corporation, either before the effective date of the merger or consolidation or within ten days thereafter, shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of this section; provided that, if the notice is given on or after the effective date of the merger or consolidation, such notice shall be given by the surviving or resulting corporation to all such holders of any class or series of stock of a constituent corporation that are entitled to appraisal rights. Such notice may, and, if given on or after the effective date of the merger or consolidation, shall, also notify such stockholders of the effective date of the merger or consolidation. Any stockholder entitled to appraisal rights may, within 20 days after the date of mailing of such notice, demand in writing from the surviving or resulting corporation the appraisal of such holder’s shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder’s shares. If such notice did not notify stockholders of the effective date of the merger or consolidation, either (i) each such constituent corporation shall send a second notice before the effective date of the merger or consolidation notifying each of the holders of any class or series of stock of such constituent corporation that are entitled to appraisal rights of the effective date of the merger or consolidation or (ii) the surviving or resulting corporation shall send such a second notice to all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice, such second notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder’s shares in accordance with this subsection. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation may fix, in advance, a record date that shall be not more than 10 days prior to the date the notice is given, provided, that if the notice is given on or after the effective date of the merger or consolidation, the record date shall be such effective date. If no record date is fixed and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given.

A-2

      (e) Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied with subsections (a) and (d) hereof and who is otherwise entitled to appraisal rights, may file a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any stockholder shall have the right to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d) hereof, upon written request, shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate number of shares not voted in favor of the merger or consolidation and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such written statement shall be mailed to the stockholder within 10 days after such stockholder’s written request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) hereof, whichever is later.

      (f) Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses therein stated. Such notice shall also be given by 1 or more publications at least 1 week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving or resulting corporation.

      (g) At the hearing on such petition, the Court shall determine the stockholders who have complied with this section and who have become entitled to appraisal rights. The Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder.

      (h) After determining the stockholders entitled to an appraisal, the Court shall appraise the shares, determining their fair value exclusive of any element of value arising from the accomplishment or expectation of the merger or consolidation, together with a fair rate of interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. In determining the fair rate of interest, the Court may consider all relevant factors, including the rate of interest which the surviving or resulting corporation would have had to pay to borrow money during the pendency of the proceeding. Upon application by the surviving or resulting corporation or by any stockholder entitled to participate in the appraisal proceeding, the Court may, in its discretion, permit discovery or other pretrial proceedings and may proceed to trial upon the appraisal prior to the final determination of the stockholder entitled to an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of this section and who has submitted such stockholder’s certificates of stock to the Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights under this section.

      (i) The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to the stockholders entitled thereto. Interest may be simple or compound, as the Court may direct. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and the case of holders of shares represented by certificates upon the surrender to the corporation of the certificates representing such stock. The Court’s decree may be enforced as

A-3

other decrees in the Court of Chancery may be enforced, whether such surviving or resulting corporation be a corporation of this State or of any state.

      (j) The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney’s fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal.

      (k) From and after the effective date of the merger or consolidation, no stockholder who has demanded appraisal rights as provided in subsection (d) of this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e) of this section, or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal of such stockholder’s demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of the merger or consolidation as provided in subsection (e) of this section or thereafter with the written approval of the corporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just.

      (l) The shares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation.

A-4 EX-99.A.2.II 5 y57533a5ex99-a_2ii.htm LETTER TO STOCKHOLDERS

Exhibit (a)(2)(ii)

NCH CORPORATION

Corporate Offices

2727 Chemsearch Blvd.

Irving, Texas 75062

February 14, 2002

Dear NCH Corporation Stockholders:

      As you may be aware, on February 13, 2002, pursuant to an Agreement and Plan of Merger, dated as of December 24, 2001 (the “Merger Agreement”), by and among NCH Corporation (the “Company”), Ranger Holding LLC (“Holding”), and Ranger Merger Corporation, a wholly-owned subsidiary of Holding (“Purchaser”), Purchaser merged with and into the Company with the Company continuing as the surviving entity (the “Merger”).

      As a result of the Merger, and pursuant to the Merger Agreement, each of your shares of the Company was converted into, and now represents the right to receive, $52.50 per share in cash, without interest thereon. In order to receive the cash payment for your shares of the Company, you must complete the enclosed Letter of Transmittal in accordance with the instructions provided therein and return it, together with your share certificates, to Mellon Investor Services LLC, which is acting as the Paying Agent for this transaction. Upon receipt of your properly completed Letter of Transmittal and surrendered share certificates, Mellon Investor Services LLC will mail to you, at the address you specify, a check with your payment.

      Questions or requests for assistance may be directed to the Information Agent at its address set forth in the Letter of Transmittal or to your broker, dealer, commercial bank or trust company.

      On behalf of the Board of Directors, management and employees of NCH Corporation, I would like to thank you for your support of NCH Corporation.

Sincerely,

/s/ Irvin L. Levy

Irvin L. Levy

President and Chairman

EX-99.A.5.XII 6 y57533a5ex99-a_5xii.htm TEXT OF PRESS RELEASE

Exhibit (a)(5)(xii)

NCH CORPORATION ANNOUNCES COMPLETION OF MERGER

         DALLAS, TEXAS, February 13, 2002. NCH Corporation (NYSE-NCH) announced today that Ranger Merger Corporation (“Ranger”) has completed its merger with and into NCH Corporation.

         Pursuant to the merger, each share of NCH Corporation common stock not purchased in Ranger’s tender offer for all the outstanding shares of NCH Corporation common stock, which expired at midnight on February 12, 2002 (other than shares held by dissenting stockholders who exercise appraisal rights under Delaware law) has been converted into the right to receive $52.50 in cash, without interest thereon, minus any withholding for tax. Payment of such amount will be made upon presentation of certificates representing shares of NCH Corporation common stock to the transfer agent for the merger, Mellon Investor Services LLC, together with a properly completed letter of transmittal. As a result of the merger, NCH Corporation is now indirectly wholly owned by certain members of the Levy family.

         NCH Corporation is a worldwide manufacturer and distributor of maintenance, repair and supply products, including chemical specialties, fasteners, welding alloys and plumbing parts. NCH Corporation has its world headquarters and domestic administrative center in Irving, Texas and has manufacturing and other facilities in the US, Canada, Europe, Latin America and the Far East.

FORWARD-LOOKING STATEMENTS

         Certain information in this release are forward-looking statements that involve risks and uncertainties that might adversely affect NCH Corporation’s operating results in the future in a material way. Such risks and uncertainties include, among other things, industry performance, general economic, market, interest rate and financial conditions, sales, cost of goods sold, operating and other revenues and expenses, capital expenditures and working capital of the Company, and other matters which may not be realized and are inherently subject to significant business, economic and competitive uncertainties and contingencies, all of which are difficult to predict and many of which are beyond the Company’s control. The Company’s operations are subject to various additional risks and uncertainties resulting from its position as a supplier to the United States government and its agencies; the potential adverse impact of the Company’s substantial indebtedness incurred in connection with the Offer and the Merger, including restrictions and remedies, available in the related debt covenant; actual outcomes are dependent upon factors, including, without limitation, the Company’s successful performance of internal plans; technological innovation; interest rates; pricing; currency movements; budgetary restraints; customer changes in short-range and long-range plans; domestic and international competition; product performance; continued development and acceptance of new products; performance issues with key suppliers and subcontractors; government

import and export policies; acquisition or termination of government contracts; the outcome of political and legal processes; legal, financial, and governmental risks related to international transactions; the ability of the Company to retain customers and obtain new customers on satisfactory terms, and other factors described from time to time in the Company’s filings with the SEC. Many of these risks are beyond the control of NCH Corporation. Such risks are detailed from time to time in NCH Corporation’s Reports filed with the SEC on Forms 10-Q, 8-K, 10-K and in its Annual Reports to Stockholders.

Contact: NCH Corporation, Dallas, Joe Cleveland, Telephone: 972-438-0251.

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EX-99.A.2.II

LETTER TO STOCKHOLDERS

EX-99.A.5.XII

TEXT OF PRESS RELEASE