SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 5
to
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
NALCO CHEMICAL COMPANY
(Name of Subject Company)
SUEZ LYONNAISE DES EAUX
H2O ACQUISITION CO.
(Bidders)
Common Stock, par value $0.1875 per share
(Including the Associated Preferred Stock Purchase Rights)
and
Series B ESOP Convertible Preferred Stock, par value $1.00 per share
(Title of Class of Securities)
Common Stock: 629853102 Series B ESOP Convertible Preferred Stock: None
(CUSIP Number of Class of Securities)
Patrice Herbet
Suez Lyonnaise des Eaux
1, rue d'Astorg
75008 Paris
France
011-33-1-40-06-64-00
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
Copy to:
Kevin Keogh
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
(212) 819-8200
<PAGE>
This Amendment No. 5 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed on July 1, 1999 (as amended and supplemented, the "Schedule
14D-1") relating to the offer (the "Offer") by H2O Acquisition Co.
("Purchaser"), a Delaware corporation and a wholly owned subsidiary of Suez
Lyonnaise des Eaux, a societe anonyme organized and existing under the laws of
the Republic of France ("Parent"), to purchase all of the issued and outstanding
shares of common stock, par value $0.1875 per share, including the associated
preferred stock purchase rights (the "Common Stock"), and all of the issued and
outstanding shares of Series B ESOP Convertible Preferred Stock (the "ESOP
Preferred Stock"), par value $1.00 per share, of Nalco Chemical Company, a
Delaware corporation (the "Company"), at a price of $53.00 per share of Common
Stock and $1,060.00 per share of ESOP Preferred Stock, net to the seller in
cash, without interest thereon, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated July 1, 1999 and the related Letter of
Transmittal, as they may be amended from time to time. The item numbers and
responses thereto below are in accordance with the requirements of Schedule
14D-1. Capitalized terms used herein and not otherwise defined have the meanings
ascribed thereto in the Offer to Purchase.
Item 10. Additional Information.
Items 10(b) and (c) of the Schedule 14D are hereby amended and supplemented
as follows:
On August 23, 1999, Parent issued a press release announcing, among other
things, the receipt of approval from the European Commission to complete its
acquisition of the Company. The full text of the press release is set forth in
Exhibit (a)(12) and is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
Item 11 of the Schedule 14D-1 is hereby amended and supplemented to add the
following:
Exhibit Number Description
Exhibit (a)(12) Press release issued on August 23, 1999
<PAGE>
SIGNATURE
After due 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.
Dated: August 23, 1999 Suez Lyonnaise des Eaux
By: /s/ Gerard Mestrallet
---------------------------------------
Name: Gerard Mestrallet
Title: Chairman of the Executive Board
and Chief Executive Officer
Dated: August 23, 1999 H2O Acquisition Co.
By: /s/ Patrick Buffet
---------------------------------------
Name: Patrick Buffet
Title: Director
SUEZ LYONNAISE DES EAUX NEWS
Monday, August 23, 1999
European Commission Approves Suez Lyonnaise des Eaux Acquisition of Nalco
Paris, France and Naperville, Illinois - Suez Lyonnaise des Eaux (Paris
Bourse: LY), a world leader in private infrastructure services, today announced
that it received approval on Friday, August 20 from the European Commission to
complete its acquisition of Nalco Chemical Company (NYSE: NLC), a leading
provider of water treatment services and products. Suez Lyonnaise also said that
discussions are continuing with the U.S. Federal Trade Commission and that both
Suez Lyonnaise and Nalco Chemical are supplying information requested by the
regulators.
With annual revenues of $32.5 billion, Suez Lyonnaise is a world leader in
private infrastructure services, with operations in more than 120 countries. It
is a market leader in the water sector, supplying drinking water to 77 million
people and providing wastewater services to 52 million people. The three
international core business sectors of Suez Lyonnaise are: energy, water, and
waste services.
Based in Naperville, Illinois, outside of Chicago, Nalco Chemical employs
7,000 people of which about 3,600 are engineers and technicians with direct
customer contact and 300 are researchers located in five R&D centers.
Contact: John Ferguson
Morrow & Co. for
Suez Lyonnaise
(212) 754-8000
Graham Jackson
Nalco Chemical
(630) 305-1365
Paul Cholette
Nalco Chemical
(630) 305-1147
