As filed with the Securities and Exchange Commission on January 19, 1995.
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 36-1520480
(State of Incorporation) (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)
To: S. J. Gioimo
Corporate Secretary
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)
_____________________
Approximate date of commencement of proposed sale to the public: From time
to time 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 bases pursuant to rule 415 under the Securities Act of
1933, check the following box:
Pursuant to Rule 429 of the General Rules and Regulations under the
Securities
Act of 1933, the Prospectus contained in this Registration Statement will be
used also in connection with the offering of securities of the Registrant
registered under Registration Statement on Form S-3, File No. 33-53111.
CALCULATION OF REGISTRATION FEE
Title of Each Amount to Proposed Maximum Proposed Maximum Amount
class of be offering price aggregate offering of re-
securities to registered per share (1) price (1) gistra-
be registered tion fee
Common stock par 226,065 $34.7813 $7,862,834.59 $2,711.34
value $0.1875 per
share (including
Preferred Stock
Purchase Rights)
(1) Estimated solely for purposes of determining the registration fee, based on
the average of the high and low sales price on January 16, 1995.
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.
SUBJECT TO COMPLETION, DATED JANUARY 19, 1995
237,722 Shares
NALCO CHEMICAL COMPANY
Common Stock
par value $0.1875 per share
The 237,722 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 in 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 transaction, 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 January 16, 1995, the last reported sale price of the Common Stock on
the New York Stock Exchange was $34 3/4 per share.
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 be 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.
________________________________________
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.
________________________________________
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
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 Plan of Distribution 4
Incorporation by Reference 3 Selling of Stockholders 5
The Company 4 Description of Capital Stock 6
Use of Proceeds 4 Validity of the Shares 6
Experts 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, Chicaco
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.
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:
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1993 (File No. 1-4957); and
The Company's Report on Form 10-Q dated March 31, 1994 (File No. 1-4957); and
The Company's Report on Form 10-Q dated June 30, 1994 (file No. 1-4957); and
The Company's Report on Form 10-Q dated September 30, 1994 (file No. 1-4957);
and
The Company's current report on Form 8-K dated February 3, 1994
(file No. 1-4957); and
The Company's current report on Form 8-K dated September 1, 1994 (file No.
1-4957).
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 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).
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,
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; lubrication and corrosion protection
in rolling, drawing and forming of metals; improved production of pulp adn
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.
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 Shares Maximum Number Number of Shares
Owned Prior to of Shares to Be to be Owned After
Offering Sold in the the Offering
Name Offering
The Nalco Foundation(1) 221,397 221,397 -0-
North Carolina State
University Endowment Fund 16,325 16,325 -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 concentrations of
employees and facilities. All operating expenses and personnel salaries of
The Nalco Foundation are paid by the Company.
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 therefore; 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
other than Series B ESOP Convertible Preferred Stock (the "ESOP Stock"), of
which 415,800 Shares were issued to the Northern Trust Company as Trustee of
the Nalco Chemical Company Employee Stock Ownership Plan (the "ESOP"). These
are subject to restrictions on transfer set forth in the Certificate of
Designations relating to the ESOP Stock and a stock purchase transfer agreement
dated May 15, 1989. The shares are convertible into the Company's Common
Stock in a 20-1 ratio with the number of votes per share of ESOP stock equal to
the shares of Common Stock into which the ESOP Stock can be converted.
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 Suzzanne J. Gioimo, Corporate Secretary, of the Company. Suzzanne J. Gioimo
is the beneficial owner of 3,107 shares of Common Stock and has options under
the Company's 1982 and 1990 stock option plan to acquire an additional 8,200
shares of Common Stock.
EXPERTS
The consolidated financial statements as of December 31, 1993 and for the
year then ended incorporated by reference in this Prospectus have been so
incorporated in reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting. The consolidated financial statements as of December 31, 1992
and for each of the two years in the period ended December 31, 1992
incorporated by reference in this Prospectus have been so incorporated in
reliance on the report of Ernst & Young LL, independent auditors, given on the
authority of said firm as experts in auditing and accounting.
With respect to the unaudited consolidated financial information of the
Company for the three, six and nine-month periods ended March 31, June 30 and
September 30, 1994, incorporated by reference in this Prospectus, Price
Waterhouse LLP reported that they have applied limited procedures in
accordance with professional standards for a review of such information.
However, their separate reports dated April 20, July 29 and October 24, 1994,
incorporated by reference states that they did not audit and they do
not carried out any significant or additional audit tests beyond those which
would have been necessary if their report had not been included. Accordingly,
the degree of reliance on their report on such information should be restricted
in light of the limited nature of the review procedures applied. Price
Waterhouse LLP is not subject to liability provisions of section 11 of the
Securities Act of 1933 for their report on the unaudited consolidated financial
information because that report is not a "report" or a "part" of the
registration statement prepared or certified by Price Waterhouse LLP within
the meaning of sections 7 and 11 of the Act.
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 $ 2,711
Legal fees 5,000
Accounting fees and expenses 3,000
Miscellaneous 289
Total $11,000
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 pursuant to the Securities Act of 1933.
Item 16. Exhibits and Financial Statement Schedules.
See Exhibit Index included herewith which is incorporated herein by reference.
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 l5(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 l5(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.
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 19th day of January, 1995.
NALCO CHEMICAL COMPANY
By /s/ E. J. Mooney
E. J. Mooney
Chairman of the Board and Chief Executive Officer,
President
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints S. J.
Gioimo 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
gents, 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-infact 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 19th day of January, 1995.
Signature Title
/s/ W. E Buchholz Vice President and Chief Financial Officer
W. E. Buchholz
/s/ R.L. Ratliff Controller
R.L. Ratliff
/s/ E.J. Mooney Director, Chairman of the Board and Chief Executive Officer,
E.J. Mooney President
/s/ J.L. Ballesteros Director
J.L. Ballesteros
/s/ H.G. Bernthal Director
H.G. Bernthal
Director
H. Corless
/s/ H.M. Dean Director
H.M. Dean
Director
J.P. Frazee, Jr.
/s/ A.L. Kelly Director
A.L. Kelly
/s/ F.A. Krehbiel Director
F. A. Krehbiel
/s/ C.W. Parry Director
C. W. Parry
W.A. Pogue Director
W. A. Pogue
/s/ J.J. Shea Director
J. J. Shea
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 Suzzanne J. Gioimo
15 Awareness letter of Price Waterhouse LLP
23.1 The consent of Suzzanne J. Gioimo is contained in the
opinion filed as Exhibit 5 to this Registration Statement
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Ernst & Young LLP
24 Powers of Attorney (contained in the signature page of the
original registration statement)
EXHIBIT 5
January 19, 1995
Securities and Exchange
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 226,065 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 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,
/s/ S. J. Gioimo
Suzzanne J. Gioimo
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. We also consent to the reference to us under the heading "Experts"
in this Prospectus.
PRICE WATERHOUSE LLP
Chicago, Illinois
January 19, 1995
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to
the incorporation by reference in the Form S-3 and related Prospectus of
Nalco Chemical Company, for the registration of 226,065 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 LLP
Chicago Illinois
January 19, 1995
EXHIBIT 15
January 19, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We are aware that Nalco Chemical Company has included our reports dated
April 20, 1994, July 29, 1994 and October 24, 1994 (issued pursuant to the
provisions of Statement on Auditing Standards No. 71) in the Prospectus
constituting part of its Registration Statement on Form S-3 to be filed on
or about January 19, 1995. We are also aware of our responsibilities under
the Securities Act of 1933.
Yours very truly,
/s/ Robert Ross
PRICE WATERHOUSE LLP
Chicago Illinois
January 19, 1995
