Rule 424(b)(3)
File No. 333-06955
NALCO CHEMICAL COMPANY
COMMON STOCK ACQUIRED UNDER THE
NALCO CHEMICAL COMPANY
NON-EMPLOYEE DIRECTORS STOCK COMPENSATION PLAN
APPENDIX DATED JUNE 23, 1998
TO
PROSPECTUS DATED JUNE 27, 1996
This Appendix updates certain information in the Prospectus dated June 27, 1996
(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/her on the date of this
Prospectus, and the number of shares offered by the Prospectus.
Shares Owned Shares Offered by
Name of Director Beneficially (1) This Prospectus (2)
- ---------------- ---------------- -------------------
J. L. Ballesteros 16,600 600
H. G. Bernthal 37,014(4) 600(5)
H. Corless 38,614(3)(4) 600(5)
H. M. Dean 33,864(3)(4) 600(5)
J. P. Frazee, Jr. 39,248(4) 600(5)
A. L. Kelly 33,483(3)(4) 600(5)
B. S. Kelly 4,600 200
F. A. Krehbiel 40,614(4) 600(5)
S. A. Penrose 6,206(4) 200(5)
W. A. Pogue 32,950(3)(4) 600(5)
J. J. Shea 25,614(4) 600(5)
(1) Includes shares which may be acquired by exercise of stock options.
(2) This does not constitute a commitment to sell all of the stated number of
shares. The amount of shares offered shall be determined from time to time
by each Selling Stockholder in his/her sole discretion.
(3) Includes beneficial/ownership of shares held indirectly by wife or by a
trust.
(4) Includes stock compensation deferred as Share Units from the Non-Employee
Directors Stock Compensation Plan.
(5) Deferred as Share Units
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/her shares or pledge any or all of his/her 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.
