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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 2
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. 2 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.
Items 10(b) and (c) of the Schedule 14D are hereby amended and supplemented
as follows:
Reference is made to the text of the press release issued by Parent and the
Company on July 23, 1999, the full text of which is set forth in Exhibit (a)(9)
and is incorporated herein by reference.
Item 10(f) is hereby amended and supplemented as follows:
On July 23, 1999, Parent and the Company issued a press release announcing,
among other things, the receipt from the Federal Trade Commission of requests
for additional information and other documentary material. The full text of the
press release is set forth in Exhibit (a)(9) 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)(9) Press release issued on July 23, 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 23, 1999 Suez Lyonnaise des Eaux
By: /s/Francois Jaclot
--------------------------------------
Name: Francois Jaclot
Title: Member of the Management Board
Dated: July 23, 1999 H2O Acquisition Co.
By: /s/Patrick Buffet
--------------------------------------
Name: Patrick Buffet
Title: Director
Exhibit (a)(9)
July 23, 1999--Nalco Chemical Company (NYSE:NLC) and Suez Lyonnaise des
Eaux (Paris Bourse:LY) announced today that they have received requests for
additional information and other documentary material from the U.S. Federal
Trade Commission under the Hart-Scott Rodino Antitrust Improvements Act with
respect to Suez's previously announced proposed acquisition of Nalco. This
request extends the waiting period under the HSR Act during which the parties
are prohibited from closing the transaction. The companies said that they intend
to cooperate with FTC's inquiries as quickly as practicable.
On July 1, 1999, Suez Lyonnaise des Eaux commenced a cash tender offer for
all of Nalco's Common Stock, at a price of $53.00 per share of Common Stock, and
Series B ESOP Convertible Preferred Stock, at a price of $1060.00 per share of
ESOP Stock. The tender offer is conditioned on, among other things, the
expiration or termination of the HSR Act waiting period and other customary
conditions. The tender offer is currently scheduled to expire at 12:00 midnight,
New York City time, on Friday July 30, 1999.
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
