<PAGE>
As filed with the Securities and Exchange Commission on April 12, 1994
Registration No. 33-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
______________________
NALCO CHEMICAL COMPANY
(Exact name of registrant as specified in its charter)
Delaware
(State of incorporation)
36-1520480
(I.R.S. Employer Identification Number)
One Nalco Center
Naperville, Illinois 60563-1198
(708) 305-1000
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
C.L. Campbell
General Counsel
One Nalco Center
Naperville, Illinois 60563-1198
(708) 305-1000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
____________________________
Copy to:
Robert E. Curley
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois 60603
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box: /x/
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each Amount maximum maximum Amount of
class of securities to be offering price aggregate registration
to be registered registered per share (1) offering price(1) fee
Common Stock par
value $0.1875 per
share (including
Preferred Stock
Purchase Rights)......98,787 shares $33.3125 $3,290,841.94 $1,134.77
(1) Estimated solely for purposes of determining the registration fee, based
on the average of the high and low sales price on April 6, 1994.
____________________________
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
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SUBJECT TO COMPLETION, DATED April 12, 1994
98,787 Shares
Nalco Chemical Company
Common Stock
par value $0.1875 per share
_________________
The 98,787 shares (the "Shares") of common stock, par value $0.1875 (the
"Common Stock"), of Nalco Chemical Company (the "Company") offered hereby were
transferred by the Company as corporate gifts to the selling stockholders (the
"Selling Stockholders") on March 25, 1994. See "Selling Stockholders." The
Shares are being sold for the account of the Selling Stockholders, and the
Company will not receive any proceeds from the sale of the Shares.
The Selling Stockholders have advised the Company that they may from time
to time offer and sell the Shares on the New York Stock Exchange, the Chicago
Stock Exchange or otherwise at market prices then prevailing or at prices and
upon terms then obtainable. Sales may be made in ordinary brokerage
transactions, in block transactions, in privately negotiated transactions or
otherwise. If the Shares are sold through brokers, the Selling Stockholders
expect to pay customary brokerage commissions and charges. The Company will
bear the costs of the offering, except that the Selling Stockholders will pay
all brokerage commissions and charges as well as fees and expenses of any
counsel retained by them.
On April 11, 1994, the last reported sale price of the Common Stock on
the New York Stock Exchange was $32 5/8 per share.
_________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
_________________
The date of this Prospectus is , 1994.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there by any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
</PAGE>
<PAGE>
No person is authorized in connection with any offering made hereby to
give any information or to make any representation not contained in this
Prospectus, and, if given or made, such information or representation must not
be relied upon as having been authorized by the Company or any Selling
Stockholder. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any security other than the Common Stock
offered hereby, nor does it constitute an offer to sell or a solicitation of an
offer to buy any of the securities offered hereby to any person in any
jurisdiction in which it is unlawful to make such an offer or solicitation to
such person. Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstance create any implication that the
information contained herein is correct as of any date subsequent to the date
hereof.
TABLE OF CONTENTS
Page Page
Available Information .............. 2 Use of Proceeds ............... 4
Incorporation by Reference ......... 3 Plan of Distribution ........... 4
The Company ........................ 4 Selling Stockholders............ 5
Recent Developments................. 4 Description of Capital Stock.... 6
Validity of the Shares.......... 6
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission"). Reports, proxy material and other
information concerning the Company can be inspected and copied at the offices
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 or at its
regional offices, Citicorp Center, 500 West Madison Street, Chicago, Illinois
60661 and Seven World Trade Center, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Such
reports, proxy material and other information concerning the Company also may
be inspected at the offices of the New York Stock Exchange, Inc. and the
Chicago Stock Exchange Incorporated.
The Company has filed with the Commission a registration statement on
Form S-3 (together with all amendments and exhibits, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the shares of Common Stock offered hereby. This
prospectus ("Prospectus"), which constitutes a part of the Registration
Statement, does not contain all the information set forth in the Registration
Statement, certain items of which are contained in exhibits to the Registration
Statement as permitted by the rules and regulations of the Commission.
Statements made in this Prospectus as to the content of any contract, agreement
or other document referred to are not necessarily complete. With respect to
each such contract, agreement or other document filed or incorporated by
reference as an exhibit to the Registration Statement, reference is made to the
exhibit for a more complete description of the matter involved, and each such
statement shall be deemed qualified in its entirety by such reference.
2
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<PAGE>
INCORPORATION BY REFERENCE
The following documents filed by the Company with the Commission pursuant
to the Exchange Act are incorporated by reference in this Prospectus:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993 (File No. 1-4957);
(2) The Company's current Report on Form 8-K dated February 3, 1994
(File No. 1-4957); and
(3) Description of Preferred Share Purchase Rights included in the
Registration Statement on Form 8-A filed August 1, 1986 and Forms 8
and 8-K filed July 6, 1989 (File No. 1-4957).
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering made hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein will be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which is or is deemed to be incorporated by
reference herein modifies or supersedes any such statement. Any such statement
so modified or superseded will not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, on the request of such
person, a copy of any of the foregoing documents incorporated herein by
reference (other than the exhibits to such documents unless such exhibits are
specifically incorporated by reference into such documents). Requests should
be directed to the Secretary, Nalco Chemical Company, One Nalco Center,
Naperville, Illinois 60563-1198 (telephone number (708) 305-1000).
3
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<PAGE> THE COMPANY
The Company is engaged primarily in the manufacture and sale of highly
specialized service chemicals. The Company's business includes the production
and sale of chemicals, technology, services and systems (monitoring and
surveillance) used in water treatment, pollution control, energy conservation,
oil production and refining, steelmaking, papermaking, mining and mineral
processing, electricity generation, other industrial processes, and commercial
building utility systems. Service chemicals are developed and formulated to
meet specific customer needs. In general, service chemicals are part of value
added/return on investment programs designed to help customers maintain a high
level of operating performance and efficiency in their facilities or to improve
the quality of customers' end products. The Company's products are used for
purposes such as: control of scale, corrosion, foam and fouling in cooling
systems, boilers, and other equipment; clarification of water; improved
combustion; separation of liquids and solids; control of dust; improvement of
crude oil production through emulsion breaking and the secondary and tertiary
recovery of oil; lubrication and corrosion protection in rolling, drawing and
forming of metals; improved production of pulp and qualities of paper; recovery
of minerals; superabsorbent polymers for disposable diapers; and specialized
process applications in a variety of industries. The Company also provides
quality, on-site technical personnel to provide problem solving, monitoring and
technical assistance in the use of the Company's products.
The principal executive officers of the Company are located at One Nalco
Center, Naperville, Illinois 60563-1198, and the Company's telephone number is
(708) 305-1000.
USE OF PROCEEDS
The Company will not receive any of the proceeds of the sale of the
Shares offered hereby.
PLAN OF DISTRIBUTION
The Selling Stockholders have advised the Company that they may from time
to time offer and sell the Shares on the New York Stock Exchange, the Chicago
Stock Exchange or otherwise at market prices then prevailing or at prices and
upon terms then obtainable. Sales may be made in ordinary brokerage
transactions, in block transactions, in privately negotiated transactions or
otherwise. If the Shares are sold through brokers, the Selling Stockholders
expect to pay customary brokerage commissions and charges. The Company will
bear the costs of the offering, except that the Selling Stockholders will pay
all brokerage commissions and charges as well as fees and expenses of any
counsel retained by them.
4
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<PAGE> SELLING STOCKHOLDERS
The table below sets forth the name of each Selling Stockholder, the
number of shares of Common Stock beneficially owned by each Selling Stockholder
prior to the Offering, the maximum number of shares of Common Stock offered
hereby by each Selling Stockholder and the number of shares of Common Stock to
be held by each Selling Stockholder after the Offering. In each case, the
shares of Common Stock to be held by each Selling Stockholder prior to and
after the Offering represents less than one percent of the outstanding shares
of Common Stock.
Number of Maximum Number Number of Shares
Shares Owned of Shares to be to be Owned
Prior to the Sold in the After the
Name Offering Offering Offering
The Nalco Foundation(1).. 90,057 90,057 0
North Carolina State
University Endowment Fund 3,700 3,700 0
St. John United Way...... 271 271 0
United Way of the Texas
Gulf Coast............ 706 706 0
United Way Crusade of Mercy 4,053 4,053 0
_______________
(1) The Nalco Foundation, established by the Company in 1953, is a
not-for-profit corporation funded only by the Company. The Nalco
Foundation makes grants in communities where the Company has large
concentration of employees and facilities. All operating expenses and
personnel salaries of The Nalco Foundation are paid by the Company.
5
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<PAGE> DESCRIPTION OF CAPITAL STOCK
Common Stock
The record holders of Common Stock are entitled, ratably, to such
dividends thereon as the Company's Board of Directors in its discretion may
declare out of funds legally available therefor; are entitled to receive pro
rata all assets of the Company available for distribution to stockholders in
the event of liquidation of the Company; are entitled to one vote for each
share held; and have no preemptive rights to purchase or subscribe for any
stock of the Company now or hereafter authorized or securities convertible into
Common Stock. All outstanding shares of Common Stock, including the shares
offered hereby, are fully paid and non-assessable. There is no charter
restriction on the repurchase by the Company of shares of its own stock.
Preferred Stock
The Company's Restated Certificate of Incorporation permits the Board of
Directors of the Company, without further stockholder approval, to authorize
the issuance of up to 2,000,000 shares of Preferred Stock, $1.00 par value, and
to fix the various rights, preferences, terms and provisions of each series of
Preferred Stock so issued. No such Preferred Stock has been issued, and except
with respect to the preferred share purchase rights described below, there are
presently no understandings, agreements, negotiations or discussions which will
or might involve the possible issuance of Preferred Stock for any purpose.
Preferred Share Purchase Rights
On July 24, 1986, the Company's Board of Directors declared a dividend of
certain preferred share purchase rights on each outstanding share of Common
Stock. The Company will issue similar rights with respect to newly-issued
shares of Common Stock as long as the rights are attached to Common Stock. The
rights, which are not exercisable until certain events involving a potential
takeover occur, are more particularly described in the Company's Registration
Statement on Form 8-A, filed with the Commission on August 1, 1986, and Forms 8
and 8-K, filed with the Commission on July 6, 1989, which are incorporated
herein by reference.
VALIDITY OF THE SHARES
The validity of the shares offered hereby will be passed upon for the
Company by C.L. Campbell, General Counsel of the Company. Mr. Campbell is the
beneficial owner of 500 shares of Common Stock and has options under the
Company's 1990 stock option plan to acquire an additional 19,800 shares of
Common Stock.
6
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<PAGE> PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses in connection with
the issuance and distribution of the securities registered hereby, all of which
will be paid by the Registrant:
SEC registration fee.......... $ 1,135
Legal fees.................... 5,000
Accounting fees and expenses.. 2,500
Miscellaneous................. 1,865
Total..... $10,000
Item 15. Indemnification of Officers and Directors.
(a) Section 145 of the Delaware general Corporation Act permits, and in
some circumstances, requires, indemnification of officers, directors and
employees of the Company.
(b) Article Sixth of the Certificate of Incorporation of the Company
requires the Company to indemnify directors and officers of the Company to the
full extent permitted by law.
(c) The Company maintains insurance policies which insure the Company
and the officers and directors of the Company against certain liabilities,
including certain liabilities which might arise under the Securities Act of
1933.
Item 16. Exhibits and Financial Statement Schedules.
See Exhibit Index included herewith which is incorporated herein by
reference.
II-1
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<PAGE>
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement;
Provided, however, that paragraphs (a)(i) and (a)(ii) do not
apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions set forth or described in Item 15 of this
Registration Statement, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
II-2
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<PAGE> SIGNATURES
Pursuant to the requirements of the Securities Act, the Company certifies
that it has reasonable grounds to believe that it meets all the requirements
for filing on Form S-3 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Naperville and State of Illinois on the 12th day of April 1994.
NALCO CHEMICAL COMPANY
By /S/ W.H. Clark
W.H. Clark
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
C.L. Campabell and E.J. Mooney and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of
substitution and resubstitution, for and in the name, place and stead of the
undersigned, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as the undersigned might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on the 12th day of April 1994.
Signature Title
/s/ W.E. Bucholz Vice President and Chief Financial Officer
W.E. Buchholz
/s/ R.L. Ratliff Controller
R.L. Ratliff
/s/ W.H. Clark Director, Chairman of the Board and Chief
W.H. Clark Executive Officer
/s/ H.G. Bernthal Director
H.G. Bernthal
/s/ H. Corless Director
H. Corless
/s/ H.W. Dean Director
H.M. Dean
</PAGE>
<PAGE>
Signature Title
/s/ J.P. Frazee, Jr. Director
J.P. Frazee, Jr.
/s/ A.L. Kelly Director
A.L. Kelly
/s/ F.A. Krehbiel Director
F.A. Krehbiel
/s/ E.J. Mooney Director
E.J. Mooney
/s/ C.W. Parry Director
C.W. Parry
/s/ W.A. Pogue Director
W.A. Pogue
/s/ J.J. Shea Director
J.J. Shea
</PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit Sequential Page
Number Description Number
3.1 Restated Certificate of Incorporation
(incorporated herein by reference from the
Registrant's Form 10-K for the year ended
December 31, 1987; File No. 1-4957)
3.2 Certificates of Correction and Amendment to
the Restated Certificate of Incorporation
(incorporated herein by reference
from the Registrant's Form 10-K for the year
ended December 31, 1991; File No. 1-4957)
3.3 Certificate of Designations, Preferences and
Rights of Series B ESOP convertible Preferred
Stock (incorporated herein by reference from
the Registrant's Form 8-K dated May 15, 1989;
File No. 1-4957)
3.4 By-laws (incorporated herein by reference from
the Registrant's Form 10-K for the year ended
December 31, 1992; File No. 1-4957)
5 Opinion of C.L. Campbell................
23.1 The consent of C.L. Campbell is contained in the
opinion filed as Exhibit 5 to this Registration
Statement
23.2 Consent of Price Waterhouse.............
23.3 Consent of Ernst & Young................
24 Powers of Attorney (contained are the signature
page of the original registration statement)
</PAGE>
<PAGE> EXHIBIT 5
April 12, 1994
Securities and Exchange Commission
450 5th Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Ladies and Gentlemen:
I am representing Nalco Chemical Company (the "Company") in connection
with the registration under the Securities Act of 1933 of 98,787 shares of
common stock, par value $0.1875 per share, ("Common Stock") of the Company
transferred by the Company as Corporate gifts to The Nalco Foundation, St. John
United Way, United Way of the Texas Gulf Coast, the United Way Crusade of Mercy
and the North Carolina State University Endowment Fund (the "Selling
Stockholders"). In connection therewith, I have examined or am otherwise
familiar with such documents and instruments as I have deemed necessary for the
purposes of this opinion. Based upon the foregoing, I am of the opinion that
the transfer has been duly authorized by the Board of Directors of the Company
and the Selling Stockholders have obtained legally issued, fully paid and
non-assessable shares of Common Stock.
I hereby consent to the filing of this opinion as an exhibit to the
subject Registration Statement.
Very truly yours,
C.L. Campbell
Vice President, General Counsel
</PAGE>
<PAGE> EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated January 25, 1994, which appears on page 16 of the 1993 Annual Report of
Nalco Chemical Company, which is incorporated by reference in Nalco Chemical
Company's Annual Report on Form 10-K for the year ended December 31, 1993. We
also consent to the incorporation by reference of our report on the Financial
Statement Schedules, which appears in such Annual Report on Form 10-K.
PRICE WATERHOUSE
Chicago, Illinois
April 8, 1994
</PAGE>
<PAGE> EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Form S-3 and related
Prospectus of Nalco Chemical Company, for the registration of 98,787 shares of
its common stock, of our report dated January 26, 1993 with respect to the
consolidated financial statements of Nalco Chemical Company incorporated by
reference in its 1992 Annual Report on Form 10-K, and the related financial
statement schedules included therein.
ERNST & YOUNG
Chicago, Illinois
April 8, 1994
</PAGE>
