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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________
Amendment No. 4
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
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<PAGE>
This Amendment No. 4 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.
Item 10(f) is hereby amended and supplemented as follows:
On August 20, 1999, Parent issued a press release announcing, among
other things, the extension of the period during which the Offer will remain
open. The full text of the press release is set forth in Exhibit (a)(11) 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)(11) Press release issued on August 20, 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 20, 1999 Suez Lyonnaise des Eaux
By: /s/ Francois Jaclot
----------------------------
Name: Francois Jaclot
Title: Member of the Executive Board
Dated: August 20, 1999 H2O Acquisition Co.
By: /s/ Philippe Brongniart
----------------------------
Name: Philippe Brongniart
Title: Director
SUEZ LYONNAISE DES EAUX NEWS
Friday, August 20, 1999
Suez Lyonnaise des Eaux Extends Nalco Tender Offer
Paris, France and Naperville, Illinois - Suez Lyonnaise des Eaux (Paris
Bourse: LY), a world leader in private infrastructure services, today announced
that it has extended the period for its tender offer for shares of Nalco
Chemical Company (NYSE: NLC), a leading provider of water treatment services and
products, to 12:00 midnight, New York City time, on Thursday, September 9, 1999.
The offer by H2O Acquisition Co., a wholly owned subsidiary of Suez Lyonnaise,
had previously been scheduled to expire at 12:00 midnight on Friday, August 20,
1999.
The extension has been made because Suez Lyonnaise has yet to obtain
all of the necessary regulatory approvals. The relevant regulatory authorities
are reviewing the transaction in the normal course and both companies are
supplying information requested by the regulators.
At the close of trading in New York on Thursday, August 19, 1999,
40,971,228 shares of common stock of Nalco Chemical had been validly tendered in
connection with the offer. No shares had been tendered by guaranteed delivery.
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 Graham Jackson Paul Cholette
Morrow & Co. for Nalco Chemical Nalco Chemical
Suez Lyonnaise (630) 305-1365 (630) 305-1147
(212) 754-8000
