Rule 424(b)(3)
File No. 33-38033
NALCO CHEMICAL COMPANY
COMMON STOCK ACQUIRED UNDER THE
NALCO CHEMICAL COMPANY
1990 STOCK OPTION PLAN
APPENDIX DATED MAY 10, 1995
TO PROSPECTUS DATED NOVEMBER 30, 1990
This Appendix updates certain information in the Prospectus dated November 30,
1990 (the "Prospectus") relating to shares of Common Stock which may be offered
by the stockholders listed herein under the caption "Selling Stockholders" or
by their transferees (or by their donees or pledgees). The Company will
furnish without charge to participants additional copies of the Prospectus
upon request.
SELLING STOCKHOLDERS
The following table sets forth the name and position within the Company for
the last three years of each Selling Stockholder, the number of shares of
Common Stock of the Company beneficially owned by him on the date of this
Prospectus and, the number of shares offered by the Prospectus.
Shares Offered
by This
Name and Position Shares Owned (1)(2) Prospectus (2)
W. E. Buchholz 34,700 33,700
Vice President-Chief
Financial Officer
P. Dabringhausen 55,739 53,900
Group Vice President,
President, Process Chemicals
Division
M. B. Harp 121,418(3) 86,500
Executive Vice President,
International Operations from
January, 1993 to December, 1994;
and Executive Vice President,
Operations as of January, 1995
E. J. Mooney President and Chief Operating 323,467 231,000
Officer from January, 1992 to March
1994; President as of March, 1990;
Chief Executive Officer as of April,
1994; and Chairman as of July,
1994.
S. D. Newlin 57,113 48,200
General Manager, Pulp & Paper
Chemicals Group from January,
1992 to December, 1992; Vice
President, President, Nalco Pacific
from January, 1993 through
February, 1994; Group Vice
President, President, Nalco Europe
as of March, 1994.
J. D. Tinsley 77,308 59,700
Group Vice President, President,
Water & Waste Treatment Division
W. S. Weeber 124,070 85,600
Executive Vice President,
Operations Staff
1. Includes shares which are subject to outstanding stock options exercisable
within sixty days of April 30, 1995 as follows: W. E. Buchholz, 10,000 shares;
P. Dabringhausen 11,300 shares; M. B. Harp, 28,000 shares; E. J. Mooney, 161,000
shares; S. D. Newlin 12,800 shares; J. D. Tinsley, 18,000 shares; W. S. Weeber
52,000 shares.
2. Includes shares which may be acquired by exercise of stock options.
3. Includes beneficial/ownership of shares held indirectly by wife.
Additional Selling Stockholders will be identified by a subsequent appendix.
One or more of the Selling Stockholders may from time to time make gifts of
any or all of his shares as collateral for loans. In the event of such gift
or of a default under any such loan, the donee may elect to sell donated
shares or the lender may elect to sell shares held as collateral by means of
the prospectus as supplemented.
