As filed with the Securities and Exchange Commission on June 27, 1996
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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NALCO CHEMICAL COMPANY
Incorporated in the State of Delaware
Employer Identification No. 36-1520480
------------------------------------
NON-EMPLOYEE DIRECTORS STOCK COMPENSATION PLAN
(Full title of the plan)
S. J. Gioimo, Secretary
NALCO CHEMICAL COMPANY
One Nalco Center
Naperville, Illinois 60563-1198
(Name and address of agent for service)
708-305-1000
(Telephone number of agent for service)
<PAGE>
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum Amount
Title of Amount Maximum Aggregate of
Securities to to be Offering Price Offering Registration
be Registered Registered Per Share(1) Price(1) Fee
- --------------------------------------------------------------------------------
Common Stock par
value $0.1875-per
Share (including
Preferred Stock 50,000
Purchase Rights) Shares $31.3125 $1,565,625 $539.87
(1) Estimated solely for purposes of determining the registration fee, based
on the average of the high and low sales price on the New York Stock
Exchange Composite Tape on June 21, 1996.
<PAGE>
NALCO CHEMICAL COMPANY
50,000 Shares
Common Stock
par value $0.1875 per share
---------------------------
Up to 50,000 shares (the "Shares") of common stock, par value $0.1875 (the
"Common Stock"), of Nalco Chemical Company (the "Company") are offered by
persons who may be deemed to be affiliates of the Company and will be identified
in an appendix to the prospectus (the "Selling Stockholders"). The Shares
offered are those acquirable by the Selling Stockholders or for the account of
their donees or pledgees as participants of the Company's Non-Employee Directors
Stock Compensation Plan (the "Plan"). The Selling Stockholders may, the Company
not so conceding, be deemed to be "affiliates" within the meaning of the
Securities Act of 1933, as amended. The Shares are being sold for the account of
the Selling Stockholders or their donees or pledgees and the Company will not
receive any proceeds from the sale of the Shares.
All or a portion of the Shares may be offered and sold 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 or their donees or pledgees expect to pay customary brokerage
commissions and charges. The Company will bear the costs of the offering, except
that the Selling Stockholders or their donees or pledgees will pay all brokerage
commissions and charges as well as fees and expenses of any counsel retained by
them.
On June 26, 1996, the last reported sale price of the Common Stock on the New
York Stock Exchange was $30.75 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 June 27, 1996
<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 the Prospectus nor any sale made hereunder shall under
any circumstances create any implication that the information contained herein
is correct as of any date subsequent to the date hereof.
TABLE OF CONTENTS
Available Information...............................2 Plan of Distribution..4
Incorporation by Reference..........................3 Description of Capital4
The Company.........................................4 Stock
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, 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 and the Chicago Stock Exchanges on which the Common
Stock of the Company is listed.
.........The Company has filed with the Commission a registration statement on
Form S-8 (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:
(1) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996 (File No. 1-4957)
(2) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 (File No. 1-4957).
(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).
(4) Description of Preferred Share Purchase Rights included in the
Registration Statement on Forms 8-A and
8-K filed June 24, 1996 (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 from the
date of filing of such documents. 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 hereby undertakes to provide without charge to each person
to whom a copy of the Prospectus has been delivered (including any beneficial
owner), on the written or oral request of any such person, a copy of any and all
of the documents referred to above which have been or may be incorporated in
this Prospectus by reference, other than exhibits to such documents unless such
exhibits are specifically incorporated by reference in the information that the
Registration Statement incorporates. Requests should be directed to the
Secretary, Nalco Chemical Company, One Nalco Center, Naperville, Illinois
60563-1198, the Company's principal executive offices. The Company's telephone
number is 708/305-1000.
THE COMPANY
Nalco Chemical Company was incorporated in 1928 in Delaware and has its
principal executive offices at One Nalco Center, Naperville, Illinois
60563-1198. Its telephone number is 708/305-1000.
The Company is engaged primarily in the manufacture and sale of highly
specialized service chemicals. This includes the production and sale of
chemicals, technology and 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.
PLAN OF DISTRIBUTION
The Selling Stockholders have advised the Company that they or their
donees or pledgees 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 or their donees or pledgees expect to pay customary
brokerage commissions and charges. The Company will bear the costs of the
offering, except that the Selling Stockholders or their donees or pledgees will
pay all brokerage commissions and charges as well as fees and expenses of any
counsel retained by them.
DESCRIPTION OF CAPITAL STOCK
Common Stock
The record holders of the Common Stock are entitled, ratably, to such
dividends thereon as the Company's Board of Directors in its discretion may
declare out of funds 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 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 shares 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.
Preferred Share Purchase Rights
On June 20, 1996, the Company's Board of Directors adopted a new
shareholder rights plan to replace the Company's existing shareholder rights
plan, which expires on August 31, 1996. Under the new shareholder rights plan,
each stockholder of record on September 1, 1996 will receive a distribution of
one Right (the "New Rights") for each share of the Company's outstanding Common
Stock. Initially, the New Rights, like the rights issued under the existing plan
(the "Existing Rights"), are represented by the Company's common stock
certificates and are not presently exercisable. A New Right will be issued with
respect to all shares of newly-issued Common Stock after September 1, 1996.
The Existing Rights or, after September 1, 1996, the New Rights become
exercisable only if a person acquires, or announces a tender offer which would
result in, beneficial ownership of 15% or more of the Company's Common Stock. If
a person acquires beneficial ownership of 15% or more of the Company's Common
Stock, all holders of Rights other than the acquiring person will generally be
entitled to purchase the Company's Common Stock at one-half of its average
market price over a specified period. The Existing Rights 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 Form 8-K filed with the Commission
on July 6, 1989. The new shareholder rights plan is more particularly described
in the Company's Registration Statement on Form 8-A and its Form 8-K filed with
the Commission on June 24, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents or portions of documents previously filed with
the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:
(1) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996 (File No. 1-4957)
(2) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 (File No. 1-4957).
(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).
(4) Description of Preferred Share Purchase Rights included in the
Registration Statement on Forms 8-A and
8-K filed June 24, 1996 (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 from the
date of filing of such documents. 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.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
(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 Six 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 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See Exhibit Index included herewith which is incorporated herein by
reference.
Item 9. 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 6 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.
<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-8 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 27th day of
June, 1996.
......... NALCO CHEMICAL COMPANY
......... By /s/E. J. Mooney
----------------
......... E. J. Mooney
......... Chairman of the Board, Chief
Executive Officer and President
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints E. J. Mooney and S. J. Gioimo, 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 or her 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 27th day of June, 1996.
Signature..... Title
--------- -----
/s/ E. J. Mooney ......... Chairman, Chief Executive Officer, President,
- ----------------
E. J. Mooney ......... and Director
/s/ W. E. Buchholz......... Vice President and Chief Financial Officer
- ------------------
W. E. Buchholz
/s/ R. L. Ratliff ......... Controller
- -----------------
R. L. Ratliff
/s/J. L. Ballesteros....... Director
- --------------------
J. L. Ballesteros
/s/ H. G. Bernthal......... Director
- ------------------
H. G. Bernthal
______________ ......... Director
H. Corless
______________ ......... Director
H. M. Dean
/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/ W. A. Pogue ......... Director
- ---------------
W. A. Pogue
/s/ J. J. Shea ......... Director
- --------------
J. J. Shea
<PAGE>
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
<S> <C> <C>
......... Sequentially
Exhibit ......... Numbered
Number Exhibit.. Page
(4.1) .........Restated Certificate of Incorporation1
(4.2) .........Certificates of Correction and Amendment to the
.........Restated Certificate of Incorporation2
(4.3) .........Certificate of Designations, Preferences and Right of
.........Series B ESOP Convertible Preferred Stock3
(4.4) .........By-laws4
(4.5) .........Certificate of Designations, Preference and Rights of
.........Series C Junior Participating Preferred Stock4
(23.2) .........Consent of Price Waterhouse LLP 12
(24) .........Powers of Attorney (Contained on the signature 9
.........page of the original registration statement
.........hereof)
</TABLE>
<PAGE>
June 27, 1996
"This document constitutes part of a prospectus
covering securities that have been registered
under the Securities Act of 1933."
NALCO CHEMICAL COMPANY
NON-EMPLOYEE DIRECTORS STOCK COMPENSATION PLAN
DESCRIPTION OF NON-EMPLOYEE DIRECTORS STOCK COMPENSATION PLAN
On December 21, 1995, the Board of Directors approved the Non-employee
Directors Stock Compensation Plan (the "Plan") effective as of January 1, 1996
subject to approval of the stockholders, which was obtained. The Plan shall end
on December 31, 2005.
The Plan is administered by the Executive Compensation Committee (the
"Committee"). The Committee is elected by the Board of Directors of the Company
at its Annual Meeting each year and its members are subject to removal by the
Board.
The Plan is not subject to ERISA requirements and is not qualified
under Section 401(a) of the Internal Revenue Code, as amended (the "Code").
Purpose and Eligibility
The purpose of the Plan is to increase the stock ownership of the
directors in the Company as an incentive to superior performance and to more
closely align their interests with those of the Company's other shareholders.
Each year it is in effect each director who is a non-employee director of the
Company after the Annual Meeting of Shareholders will receive 200 shares of
Common Stock. Common Stock shall be Treasury shares. No right under the Plan is
transferable except by will or the laws of descent and distribution.
Deferral
A director may elect by notice to the Company to defer receipt of the
shares of stock until leaving the Company's Board. Upon election to defer, an
account is set up on the Company's books in the director's name. This account is
credited with one Share Unit for each share of Common Stock deferred. Whenever
the Company declares a dividend on its Common Stock, the Company will credit the
directors account with a number of Share Units equal in value to the amount of
the dividend that he or she would have received had each Share Unit been a share
of Common Stock. If dividends are paid in cash they shall be converted into
Share Units based on the closing price on the New York Stock Exchange Composite
Price Transactions for the date approved by the Board for payment of dividends
on the Company's Common Stock. Stock dividends shall be credited on the basis of
one share of Common Stock for each Share Unit. Upon a director's leaving the
Board, the Company shall within a reasonable time period issue to the director
shares of Common Stock equal to the number of Share Units in his or her account.
The value of any fractional shares shall be paid in cash.
Shares Subject to Plan and Adjustments
The aggregate number of shares of Common Stock that can be granted
under the Plan is 50,000 shares. In the event of any recapitalization, stock
split, stock dividend, merger, the number of shares subject to the Plan and the
number and kind of shares of Common Stock to be awarded thereunder and any Share
Units in accounts of directors shall be equitably adjusted to reflect the
occurrence of such event and preserve the value of future awards.
Tax Effects
A director will recognize taxable income at the time shares of Common
Stock are transferred to the director in an amount equal to the fair market
value of such shares on the date of transfer, and the Company will be entitled
to a corresponding tax deduction.
Amendments and Termination
The Board of Directors may terminate, modify or amend the Plan, except
where such modifications or amendments would affect the status of the Plan or of
the directors under the Securities and Exchange Act. However, this Plan may not
be amended more often than once every six months, other than in compliance with
the rules or regulations issued thereunder.
USE OF PROCEEDS
The Company does not know the number of shares that will ultimately be
purchased from the Company under the Plan nor the prices at which such shares
will be sold. The proceeds are intended to be used for general corporate
purposes or to purchase shares in the open market for participants.
DESCRIPTION OF CAPITAL STOCK
Common Stock
The record holders of the Common Stock are entitled, ratably, to such
dividends thereon as the Company's Board of Directors in its discretion may
declare out of funds 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. The
shares offered hereby, upon issuance pursuant to the terms of the Plan, will be
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 shares 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.
Preferred Share Purchase Rights
On June 20, 1996, the Company's Board of Directors adopted a new
shareholder rights plan to replace the Company's existing shareholder rights
plan, which expires on August 31, 1996. Under the new shareholder rights plan,
each stockholder of record on September 1, 1996 will receive a distribution of
one Right (the "New Rights") for each share of the Company's outstanding Common
Stock. Initially, the New Rights, like the rights issued under the existing plan
(the "Existing Rights"), are represented by the Company's common stock
certificates and are not presently exercisable. A New Right will be issued with
respect to all shares of newly-issued Common Stock after September 1, 1996.
The Existing Rights or, after September 1, 1996, the New Rights become
exercisable only if a person acquires, or announces a tender offer which would
result in, beneficial ownership of 15% or more of the Company's Common Stock. If
a person acquires beneficial ownership of 15% or more of the Company's Common
Stock, all holders of Rights other than the acquiring person will generally be
entitled to purchase the Company's Common Stock at one-half of its average
market price over a specified period. The Existing Rights are more particularly
described in the Company's Registration Statement on Form 8-A filed with the
Commission on August 1, 1986, Forms 8 and Form 8-K filed with the Commission on
July 6, 1989. The new shareholder rights plan is more particularly described in
the Company's Registration Statement on Form 8-A and its Form 8-K filed with the
Commission on June 24, 1996.
INCORPORATION OF DOCUMENTS BY REFERENCE
AND AVAILABLE INFORMATION
The following documents or portions of documents, previously filed with
the Securities and Exchange Commission, (the "Commission") are incorporated
herein by reference:
(a) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996 (file No. 1-4957).
(b) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
(c) Description of Preferred Share Purchase Rights included in the
Registration Statement on Form 8-A filed August 1, 1986 and
Forms 8 & 8-K filed July 6, 1989 (File No. 1-4957).
(d) Description of Preferred Share Purchase Rights included in the
Registration Statement on Forms 8-A and
8-K filed June 24, 1996 (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 for
reports and for additional information about the Plan and its administration
should be directed to the Secretary, Nalco Chemical Company, One Nalco Center,
Naperville, Illinois 60563-1198 (telephone number (708) 305-1000).
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended 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, 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 and
the Chicago Stock Exchanges on which the Common Stock of the Company is listed.
shared\sec\nedsc.doc
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1 Incorporated herein by reference from the Registrant's Form 10-K for the year
ended 1987.
2 Incorporated herein by reference from the Registrant's Form 10-K for the year
ended 1991.
3 Incorporated herein by reference from the Registrant's Form 8-K dated May 15,
1989.
4 Incorporated herein by reference from the Registrant's Form 8-K dated June 24,
1996.
Exhibit (23.2)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 2, 1996, which appears on
page 13 of the 1995 Annual Report to Shareholders 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, 1995. We also consent to the
incorporation by reference of our report on the Financial Statement Schedule,
which appears on page 10 of such Annual Report on Form 10-K.
/S/ Price Waterhouse LLP
Price Waterhouse LLP
Chicago, Illinois
June 20, 1996
