Page 1 of 14 .
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14G. INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO 14D-1(B) AND AMENDMENTS THERETO FILED PURSUANT TO 14D-2(B)
SCHEDULE 14G
Under the Securities Exchange Act of 34
(Amendment No. 2 )*
Nalco Chemical Company
(Name of Issuer)
Common
(Title of Class of Securities)
629853102
(CUSIP Number)
Check the following box if a fee is being paid with this statement. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 14d-7.) / /
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 34 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see
Notes).
<PAGE>
Page 2 of 14
CUSIP No. 629853102
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
INVESCO PLC
No. S.S. or I.R.S. Identification Number
(2) Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (b) /X/
(3) SEC Use Only
(4) Citizenship or Place of Organization
England
Number of Shares (5) Sole Voting Power
Beneficially None
Owned by (6) Shared Voting Power
Each Reporting 6,936,980
Person With (7) Sole Dispositive Power
None
(8) Shared Dispositive Power
6,936,980
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
6,936,980
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) / /
(11) Percent of Class Represented by Amount in Row (9)
10.2%
(12) Type of Reporting Person (See Instructions)
H.C.
<PAGE>
Page 3 of 14
CUSIP No. 629853102
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
INVESCO North American Group, Ltd.
No. S.S. or I.R.S. Identification Number
(2) Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (b) /X/
(3) SEC Use Only
(4) Citizenship or Place of Organization
England
Number of Shares (5) Sole Voting Power
Beneficially None
Owned by (6) Shared Voting Power
Each Reporting 6,936,980
Person With (7) Sole Dispositive Power
None
(8) Shared Dispositive Power
6,936,980
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
6,936,980
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) / /
(11) Percent of Class Represented by Amount in Row (9)
10.2%
(12) Type of Reporting Person (See Instructions)
H.C.
<PAGE>
Page 4 of 14
CUSIP No. 629853102
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
INVESCO Group Services, Inc.
I.R.S. I.D. No. 58-95394
(2) Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (b) /X/
(3) SEC Use Only
(4) Citizenship or Place of Organization
State of Delaware
Number of Shares (5) Sole Voting Power
Beneficially None
Owned by (6) Shared Voting Power
Each Reporting 6,936,980
Person With (7) Sole Dispositive Power
None
(8) Shared Dispositive Power
6,936,980
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
6,936,980
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) / /
(11) Percent of Class Represented by Amount in Row (9)
10.2%
(12) Type of Reporting Person (See Instructions)
H.C.
<PAGE>
Page 5 of 14
CUSIP No. 629853102
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
INVESCO, Inc.
I.R.S. I.D. No. 58-2075867
(2) Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (b) /X/
(3) SEC Use Only
(4) Citizenship or Place of Organization
State of Delaware
Number of Shares (5) Sole Voting Power
Beneficially None
Owned by (6) Shared Voting Power
Each Reporting 6,936,980
Person With (7) Sole Dispositive Power
None
(8) Shared Dispositive Power
6,936,980
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
6,936,980
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) / /
(11) Percent of Class Represented by Amount in Row (9)
10.2%
(12) Type of Reporting Person (See Instructions)
H.C.
<PAGE>
Page 6 of 14
CUSIP No. 629853102
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
INVESCO North American Holdings, Inc.
I.R.S. I.D. No. 51-0264787
(2) Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (b) /X/
(3) SEC Use Only
(4) Citizenship or Place of Organization
State of Delaware
Number of Shares (5) Sole Voting Power
Beneficially None
Owned by (6) Shared Voting Power
Each Reporting 6,936,980
Person With (7) Sole Dispositive Power
None
(8) Shared Dispositive Power
6,936,980
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
6,936,980
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) / /
(11) Percent of Class Represented by Amount in Row (9)
10.2%
(12) Type of Reporting Person (See Instructions)
H.C.
<PAGE>
Page 7 of 14
CUSIP No. 629853102
(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
INVESCO Capital Management, Inc. (formerly known as INVESCO MIM, Inc.)
I.R.S. I.D. No. 58-1707262
(2) Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (b) /X/
(3) SEC Use Only
(4) Citizenship or Place of Organization
State of Delaware
Number of Shares (5) Sole Voting Power
Beneficially None
Owned by (6) Shared Voting Power
Each Reporting 6,936,980
Person With (7) Sole Dispositive Power
None
(8) Shared Dispositive Power
6,936,980
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
6,936,980
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) / /
(11) Percent of Class Represented by Amount in Row (9)
10.2%
(12) Type of Reporting Person (See Instructions)
I.A.
<PAGE>
Page 8 of 14
ITEM 1 (A) NAME OF ISSUER:
Nalco Chemical Company
ITEM 1 (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
One Nalco Center
Naperville, IL 60563-1198
ITEM 2 (A) NAME OF PERSON(S) FILING:
INVESCO PLC
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE:
11 Devonshire Square
London EC2M 4YR
England
ITEM 2 (C) CITIZENSHIP:
Organized under the laws of England
ITEM 2 (D) TITLE OF CLASS OF SECURITIES
Common Stock
ITEM 2 (E) CUSIP NUMBER: 629853102
Item 3 IF THIS STATEMENT IS FILED PURSUANT TO RULES 14D-1(B) OR
14D-2(B), CHECK WHETHER THE PERSON FILING IS A:
(a) / / Broker or Dealer registered under Section 15 of the Act.
(b) / / Bank as defined in Section 3(a)(6) of the Act.
(c) / / Insurance Company as defined in Section 3(a)() of the Act.
(d) / / Investment Company registered under Section 8 of the
Investment Company Act.
(e) / / Investment Adviser registered under Section 203 of the
Investment Advisers Act of 40.
(f) / / Employee Benefit Plan, Pension Fund which is
subject to provisions of Employee Retirement Income
Security Act of 74 or Endowment Fund; see Rule
14d-1(b)(1)(ii)(F).
(g) /X/ Parent Holding Company in accordance
with Rule 14d-1(b)(ii)(G).
(h) / / Group, in accordance with Rule 14d-1(b)(1)(ii)(H).
<PAGE>
Page 9 of 14
ITEM 4 (a) - (cOWNERSHIP:
The information in items 1 and 5-11 on the cover pages (pp 2-6) of
this statement on Schedule 14G is hereby incorporated by reference.
The reporting persons expressly declare that the filing of this
statement on Schedule 14G shall not be construed as an admission that
they are, for the purposes of Section 14(d) or 14(g) of the
Securities and Exchange Act of 34, the beneficial owners of any
securities covered by this statement.
ITEM 5OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS / /
Not Applicable
ITEM 6OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
The reporting persons hold the securities covered by this report on
behalf of other persons who have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale
of such securities. The interest of any such persons does not exceed
5% of the class of securities.
ITEM 7IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARIES WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY:
X INVESCO North American Group, Ltd - holding company in
accordance with Rule 14d-1(b)(ii)(G)
X INVESCO Group Services, Inc. - holding company in accordance
with Rule 14d-1(b)(ii)(G)
X INVESCO, Inc. - holding company in accordance
with Rule 14d-1(b)(ii)(G)
X INVESCO North American Holdings, Inc. - holding company also in
accordance with Rule 14d-1(b)(ii)(G)
X INVESCO Capital Management, Inc. - investment adviser registered
under Section 203 of the Investment Advisers Act of 40.
INVESCO Funds Group, Inc. - investment adviser registered
--- under Section 203 of the Investment Advisers Act of 40.
INVESCO Management & Research, Inc. - investment adviser
--- registered under Section 203 of the Investment
Advisers Act of 40.
INVESCO Asset Management Limited - investment adviser organized
--- in England.
Subsidiaries not indicated with (X) have acquired no shares of
security being reported on.
ITEM 8IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP.
Not applicable.
ITEM 9NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
<PAGE>
Page 10 of 14
ITEM 10 CERTIFICATION:
By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or influencing
the control of the issuer of such securities and were not
acquired in connection with or as a participant in any
transaction having such purposes or effect.
SIGNATURE
After reasonable 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.
Date : July 7, 1995
/s/ Graeme Proudfoot
--------------------------------------------
Graeme Proudfoot, Secretary
INVESCO PLC
<PAGE>
Page 11 of 14
ITEM 10 CERTIFICATION:
By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or influencing
the control of the issuer of such securities and were not
acquired in connection with or as a participant in any
transaction having such purposes or effect.
SIGNATURE
After reasonable 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.
Date : July 7, 1995
/s/ Jenny M. Prince
--------------------------------------------
Jenny M. Prince, Secretary
INVESCO North American Group, Ltd.
<PAGE>
Page 12 of 14
ITEM 10 CERTIFICATION:
By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or influencing
the control of the issuer of such securities and were not
acquired in connection with or as a participant in any
transaction having such purposes or effect.
SIGNATURE
After reasonable 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.
Date: July 7, 1995
/s/ David A. Hartley
--------------------------------------------
David A. Hartley, Secretary
INVESCO Group Services, Inc.
<PAGE>
Page 13 of 14
ITEM 10 CERTIFICATION:
By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or influencing
the control of the issuer of such securities and were not
acquired in connection with or as a participant in any
transaction having such purposes or effect.
SIGNATURE
After reasonable 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.
Date: July 7, 1995
/s/ Luis A. Aguilar
--------------------------------------------
Luis A. Aguilar,
as Company Secretary for each of
INVESCO, Inc. and
INVESCO Capital Management, Inc.
<PAGE>
Page 14 of 14
ITEM 10 CERTIFICATION:
By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or influencing
the control of the issuer of such securities and were not
acquired in connection with or as a participant in any
transaction having such purposes or effect.
SIGNATURE
After reasonable 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.
Date: July 7, 1995
/s/ Dan J. Hesser
--------------------------------------------
Dan J. Hesser, Secretary
INVESCO North American Holdings, Inc.
