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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
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)
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SUEZ LYONNAISE DES EAUX
H2O ACQUISITION CO.
(Bidders)
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Common Stock, par value $0.1875 per share (including
the Associated Preferred Stock Purchase Rights)
Series B ESOP Convertible Preferred Stock, par
value $1.00 per share
(Title of Class of Securities)
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Common Stock: 629853102 Series B ESOP Convertible Preferred Stock:
None
(CUSIP Number of Class of Securities)
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Patrice Herbet
Suez Lyonnaise des Eaux
1, rue d'Astorg
75008 Paris
(33) 1-40-06-64-00
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
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Copy to:
Kevin Keogh, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
(212) 819-8200
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<PAGE>
This Amendment No. 1 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.
(the "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 (i) 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"), of Nalco
Chemical Company, a Delaware corporation (the "Company"), at a price of $53.00
per share of Common Stock, net to the seller in cash without interest thereon,
and (ii) all of the issued and outstanding shares of Series B ESOP Convertible
Preferred Stock (the "ESOP Preferred Stock") of the Company, at a price of
$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 and supplemented from time to time. The item number and
response 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 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding the following:
EXHIBIT NO. DESCRIPTION
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Exhibit (a)(9) Form of letter to participants of the Nalco Chemical Company
Dividend Reinvestment Plan
<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: July 13, 1999 H2O ACQUISITION CO.
By: /s/ Patrick Buffet
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Name: Patrick Buffet
Title: Director
Dated: July 13, 1999 SUEZ LYONNAISE DES EAUX
By: /s/ Patrice Herbet
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Name: Patrice Herbet
Title: General Counsel France
& International
Ex (a)(9)
H2O ACQUISITION CO.
TO: PARTICIPANTS OF THE NALCO CHEMICAL COMPANY DIVIDEND REINVESTMENT PLAN
First Chicago Trust Company of New York ("First Chicago") serves as
Administrator of the Nalco Chemical Company Dividend Reinvestment Plan (the
"Plan").
As a holder of shares of Nalco Chemical Company (the "Company") common stock,
par value $0.1875 per share, including the associated preferred stock purchase
rights (the "Common Stock"), you have previously received an Offer to Purchase,
dated July 1, 1999 (the "Offer to Purchase"), the related Letter of Transmittal
and associated tender offer materials in connection with the offer (the "Offer")
by H2O Acquisition Co., 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, to purchase all of the issued and outstanding (i)
shares of Common Stock, at a price of $53.00 per share of Common Stock, and (ii)
shares of Series B ESOP Convertible Preferred Stock of the Company, par value
$1.00 per share (the "ESOP Preferred Stock"), at a price of $1,060.00 per share
of ESOP Preferred Stock, in each case, net to the seller in cash, without
interest thereon. The term "Shares" shall include both shares of Common Stock
and shares of ESOP Preferred Stock. Any shares of Common Stock held by First
Chicago on your behalf in book entry form at First Chicago (in the Plan or
otherwise) may be tendered by First Chicago pursuant to your instruction. The
Offer is scheduled to expire at 12:00 Midnight, New York City time, on July 30,
1999 (the "Expiration Date"), unless the Offer is extended in which event the
term "Expiration Date" shall mean the latest time and date at which the Offer
shall expire.
To instruct First Chicago to tender shares of Common Stock held by First Chicago
in your Plan or book entry account at the time of the Expiration Date and to
deliver such Common Stock to the Depositary for the Offer (First Chicago Trust
Company of New York), please complete this form and return it to First Chicago
in the envelope provided prior to 5:00 p.m., New York City time, July 28, 1999
so that First Chicago can properly tender such Common Stock prior to the
Expiration Date.
Any stock certificates you hold and wish to be tendered should be sent directly
to the aforementioned Depositary with the Letter of Transmittal previously sent
to you. Even if you previously signed and returned the Letter of Transmittal,
you must complete this form and return it to First Chicago as this form will
serve as confirmation of your tender of the Common Stock held by First Chicago
in your Plan or book entry account and as authorization for First Chicago to
deliver such Common Stock to the Depositary, unless you have already instructed
First Chicago on your Letter of Transmittal with regard to your Plan Shares or
any other Shares held in book entry at First Chicago.
If you have any questions with regard to the Offer to Purchase, the related
Letter of Transmittal and associated tender offer materials in connection with
the Offer or if you have not received any of the offer materials, please call
Morrow & Co., Inc. at 1-800-566-9061.
If you have any questions with regard to your Dividend Reinvestment Plan account
or your other book entry shares held by First Chicago, please call First
Chicago's Shareholder Services staff at 1-800-446-2617.
<PAGE>
SHAREHOLDER NAME AND ADDRESS [ ] Please tender all shares of Common Stock
held in my Plan account at the time of
the Expiration Date.
[ ] Please tender only ________ shares of
Common Stock held in my Plan account.
____________________________
Date
____________________________
Signature(s)
____________________________
(Joint Owner Signature)
(If you are signing in a representative capacity, please state that capacity and
provide supporting documentation.)
