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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________
Amendment No. 9
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
LYONNAISE AMERICAN HOLDING, INC.
LEO HOLDING COMPANY
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
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<PAGE>
This Amendment No. 9 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 an indirect 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, par
value $1.00 per share (the "ESOP Preferred Stock"), 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 10(c) of the Schedule 14D-1 are hereby amended and
supplemented as follows:
On October 25, 1999, Parent issued a press release announcing, among
other things, the receipt of approval from the U.S. Federal Trade Commission to
complete its acquisition of the Company. The full text of the press release is
set forth in Exhibit (a)(16) 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)(16) Press release issued on October 25, 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: October 25, 1999 Suez Lyonnaise des Eaux
By: /s/ FRANCOIS JACLOT
----------------------
Name: Francois Jaclot
Title: Member of the Executive Board
Dated: October 25, 1999 Lyonnaise American Holding, Inc.
By: /s/ JOSEPH V. BOYLE
----------------------
Name: Joseph V. Boyle
Title: Vice President
Dated: October 25, 1999 Leo Holding Company
By: /s/ PATRICK BUFFET
----------------------
Name: Patrick Buffet
Title: Director
Dated: October 25, 1999 H2O Acquisition Co.
By: /s/ PHILIPPE BRONGNIART
----------------------
Name: Philippe Brongniart
Title: Director
FOR IMMEDIATE RELEASE
SUEZ LYONNAISE DES EAUX RECEIVES U.S.
FEDERAL TRADE COMMISSION CLEARANCE
PARIS, FRANCE - October 25, 1999 - Suez Lyonnaise des Eaux (Paris Bourse:
LY), a world leader in private infrastructure services, today announced that it
has received clearance from the U.S. Federal Trade Commission regarding the
acquisition of Nalco Chemical Company (NYSE: NLC). Suez Lyonnaise has now
obtained all of the necessary regulatory approvals to proceed with its
acquisition of Nalco.
On June 28, 1999, Suez Lyonnaise announced a definitive agreement to
acquire Nalco in an all-cash transaction of approximately $4.1 billion, or $53
per share. As of September 28, 1999, approximately 45.6 million shares of Nalco
common stock had been tendered in connection with the offer. As already
publicised, the offer will close November 8, 1999.
Upon completion of the acquisition, Suez Lyonnaise will combine Calgon and
Aquazur into Nalco to create a worldwide leader in water treatment services and
process chemicals. Suez Lyonnaise des Eaux, worldwide water treatment operating
center will be headquartered in Naperville, Illinois under the direction of Ted
Mooney, Chairman and CEO of Nalco, who reports to Christian Maurin, Suez
Lyonnaise des Eaux's head of water treatment activities and Chairman and CEO of
Degremont.
Commenting on the Nalco acquisition, Gerard Mestrallet, Suez Lyonnaise des
Eaux' Chief Executive Officer and President of the Executive Board said, "The
acquisition of Nalco Chemical Company represents an important strategic step in
providing our customers around the world with integrated services in the water,
energy and waste sectors. We can now begin combining the best from all of our
global water assets to form the largest and most comprehensive water treatment
and process chemicals company in the world."
Upon completion of the transaction, Nalco will be the unparalleled world
leader in water treatment services and process chemicals with annual sales of
$2.6 billion, serving more than 60,000 customers in 120 countries. In addition,
Nalco's more than 4500 on-site technical experts will offer customers in
industry, government and institutions water and energy management services
through a newly formed outsourcing capability.
Mr. Mestrallet continued, "Our vision going forward is that our customers
will be offered a broad range of products and services-from water treatment to
solid waste management to energy and fuel management. This will enable us to
address an emerging trend where industry facilities are outsourcing all but
their core businesses. Nalco's revolutionary new outsourcing initiative will
immediately be rapidly and aggressively expanded."
Christian Maurin will lead the integration of Nalco, Calgon and Aquazur to
form one operating structure. A steering committee, chaired by Ted Mooney,
Chairman and CEO of Nalco, and six integration teams comprised of managers from
the three companies have been formed. These integration teams will have the
responsibility to unify and attain synergies among the three companies in the
areas of sales, customer support, operations support, finance, human resources,
and outsourcing. Much of the synergy to be obtained from this transaction will
come from product consolidation and product simplification among the three
companies.
"We expect to announce any changes in personnel with respect to the
integration of the three companies within the next 60 days and complete the
integration process within the next year. We are confident that the integration
of Nalco, Calgon and Aquazur will present customers with a water treatment and
process chemicals company that can handle any and all of their local and global
needs far into the future," said Mooney.
The global headquarters for Nalco will be in Naperville; European
headquarters will be in Leiden, the Netherlands; Pacific operations will be
based in Singapore; and Sao Paulo, Brazil, will be the headquarters for Latin
America.
After the combination with Calgon and Aquazur, Nalco Chemical Company will
be the worldwide leader in water treatment and process chemicals with annual
revenues of $2.6 billion. Nalco's 4500 technical service representatives will
work with their more than 60,000 customers in 120 countries to offer them an
integrated approach to their outsourcing needs. Nalco's mission is to serve
industries where water, energy and efficiency are of primary importance. These
industries include electronics, food and beverage processing, aerospace, medium
and light manufacturing, paper, chemicals, petroleum, steel, power generation,
metalworking, refining, health care and education.
With annual revenues of $32.5 billion, Suez Lyonnaise des Eaux is a world
leader in private infrastructure services, with operations in more than 120
countries. The Company is a market leader in the water sector supplying drinking
water to 77 million people and providing wastewater services to 52 million
people. The Group's three international core business sectors are: energy,
water, and waste services.
For more news about Nalco, visit the website: www.nalco.com
Media Inquiries Denis Boulet
Tel: +33 1 40 06 6530
Analysts, Inquiries: Patrick Ayoub
Tel: +33 1 40 06 6635
For Belgium:
Guy Dellicour
Tel: +00 32 2 507 0277
Web site: www.suez-lyonnaise-eaux.fr or
www.suez-lyonnaise-eaux.com
Investor Relations: Betsy Brod
Media: Brian Maddox
Morgen-Walke Associates, Inc.
212/850-5600
Ticker: Bloomberg: LY FP
Reuters: LYOE.PA
Dow Jones: S.SLX
