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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 3
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. 3 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 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 July 30, 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)(10) 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)(10) Press release issued on July 30, 1999
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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: July 30, 1999 Suez Lyonnaise des Eaux
By: /s/Francois Jaclot
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Name: Francois Jaclot
Title: Member of the Executive Board
Dated: July 30, 1999 H2O Acquisition Co.
By: /s/Christian Mavrin
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Name: Christian Maurin
Title: President
SUEZ LYONNAISE DES EAUX NEWS
Friday, July 30, 1999
Suez Lyonnaise 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 Friday, August 20, 1999. The
offer by H2O Acquisition Co., a wholly owned subsidiary of Suez Lyonnaise des
Eaux, had previously been scheduled to expire on Friday, July 30, 1999.
At the close of trading in New York on Thursday, July 29, 1999,
33,316,018 shares of common stock of Nalco 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 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.
Based in Naperville, Illinois, outside of Chicago, Nalco Chemical
Company 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.
Nalco Contact: Graham Jackson - 630-305-1365 or Paul Cholette -
630-305-1147.
Suez Lyonnaise des Eaux contact: John Ferguson, Morrow & Co.-
212-754-8000.
