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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
Amendment No. 1
NALCO CHEMICAL COMPANY
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(Exact name of Registrant as specified in its charter)
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<CAPTION>
<S> <C>
Delaware 36-1520480
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(Jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
One Nalco Center
Naperville, Illinois 60563-1198
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(Address of principal executive offices) (Zip Code)
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If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. |_|
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. |_|
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. |_|
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. |_|
Securities Act registration statement file number to which this form
relates: _______________
(If Applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
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Name of each exchange on
Title of each class to be so registered which each class is to be registered
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<S> <C>
Rights to Purchase Series C Junior Participating New York Stock Exchange
Preferred Stock, par value $1.00 per share Chicago Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
Not Applicable
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(Title of class)
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Information Required in Registration Statement
The undersigned registrant hereby amends the following items, exhibits
or other portions of its Registration Statement on Form 8-A dated June 21, 1996
(the "Form 8-A"). Capitalized terms used herein and not otherwise defined have
the meaning ascribed to such terms in the Rights Agreement dated June 20, 1996,
between the registrant and First Chicago Trust Company (the "Rights Agreement").
Item 1. Description of Registrant's Securities to be Registered.
Item 1 of the Form 8-A filed with the Securities and Exchange
Commission by Nalco Chemical Company, a Delaware corporation (the "Company"), is
hereby amended to include the following:
On June 27, 1999, the Company entered into a definitive Agreement and
Plan of Merger (the "Merger Agreement") with Suez Lyonnaise des Eaux, a societe
anonyme organized under the laws of the Republic of France, and H2O Acquisition
Co., a Delaware corporation and a wholly owned subsidiary of Suez Lyonnaise des
Eaux, providing for the acquisition by Suez Lyonnaise des Eaux of all the issued
and outstanding shares of (i) the Company's common stock at $53 per share and
(ii) the Company's Series B ESOP Convertible Preferred Stock at $1060 per share,
in each case, in cash. The Company and the Rights Agent entered into an
amendment to the Rights Agreement dated June 28, 1999 (the "Amendment"), which
provides, among other things, that Suez Lyonnaise des Eaux, H2O Acquisition Co.
and their affiliates are exempt from the definition of Acquiring Person, that
the Merger Agreement and the transactions contemplated thereby shall not
constitute a Distribution Date, an event described in Section 11(a)(ii) of the
Rights Agreement, an event described in Section 13(a) of the Rights Agreement, a
Shares Acquisition Date or a Triggering Event and that no Rights shall be
exercisable pursuant to the Rights Agreement.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an exhibit to the Form 8-A. This summary of the Amendment
does not purport to be complete and is qualified in its entirety by reference to
the Amendment, which is incorporated herein by reference.
Item 2. Exhibits.
The following exhibits are filed herewith (or incorporated herein by
reference):
1. Rights Agreement, dated as of June 20, 1996, between the Company
and First Chicago Trust Company, as Rights Agent, which includes
as Exhibit A thereto the Form of Certificate of Designation,
Preferences and Rights, as Exhibit B thereto the Form of Right,
and as Exhibit C thereto the Summary of Rights
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Plan(1). Pursuant to the Rights Agreement, Rights Certificate will
not be mailed until occurrence of certain events described more
fully in Section 3 of the Rights Agreement.
2. Amendment to Rights Agreement, dated as of June 28, 1999, between
the Company and First Chicago Trust Company, as Rights Agent.
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(1) The Rights Agreement is incorporated by reference to Exhibit 1. to the Form
8-A dated June 21, 1996.
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Signatures
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment to the Form 8-A, to
be signed on its behalf by the undersigned, thereunto duly authorized.
NALCO CHEMICAL COMPANY
By: /s/ William E. Parry
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Name: William E. Parry
Title: Vice President and General Counsel
Date: August 11, 1999.
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EXHIBIT INDEX
Exhibit No.
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1. Rights Agreement, dated as of June 20, 1996, between the Company
and First Chicago Trust Company, as Rights Agent, which includes
as Exhibit A thereto the Form of Certificate of Designation,
Preferences and Rights, as Exhibit B thereto the Form of Right,
and as Exhibit C thereto the Summary of Rights Plan(1).
2. Amendment to Rights Agreement, dated as of June 28, 1999, between
the Company and First Chicago Trust Company, as Rights Agent.
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(1) The Rights Agreement is incorporated by reference to Exhibit 1. to the Form
8-A dated June 21, 1996.
AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT TO THE RIGHTS AGREEMENT, effective as of June 28, 1999
(this "Amendment"), by and between Nalco Chemical Company, a Delaware
corporation (the "Company"), and First Chicago Trust Company (the "Rights
Agent"), at the Company's direction. Capitalized terms used herein and not
otherwise defined have the meanings ascribed to such terms in the Rights
Agreement (as defined below).
WHEREAS, the Company and the Rights Agent entered into a Rights
Agreement, dated as of June 20, 1996 (the "Rights Agreement"), setting forth the
terms of the Rights;
WHEREAS, the Company and the Rights Agent may, from time to time,
supplement or amend the Rights Agreement pursuant to the provisions of Section
27 of the Rights Agreement;
WHEREAS, the Board of Directors of the Company (the "Board of
Directors"), on June 27, 1999, resolved that it is advisable and in the best
interests of its stockholders for Parent (as defined below) to acquire all of
the outstanding shares of capital stock of the Company; and
WHEREAS, the Board of Directors further resolved to approve this
Amendment which provides, among other things, that Parent, Purchaser (as defined
below) and their Affiliates are exempt from the definition of Acquiring Person,
that the Merger Agreement (as defined below) and the transactions contemplated
thereby shall not constitute a Distribution Date, an event described in Section
11(a)(ii) of the Rights Agreement, an event described in Section 13(a) of the
Rights Agreement, a Shares Acquisition Date or a Triggering Event and that no
Rights shall be exercisable pursuant to the Rights Agreement;
NOW THEREFORE, in consideration of the premises and mutual agreement
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Rights Agent
hereby agree as follows:
1. Amendments to Rights Agreement. The Rights Agreement is hereby
amended as follows:
(a) The definition of "Acquiring Person" in Section 1 is amended by
inserting the following sentence at the end of such definition:
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"Notwithstanding anything in this Agreement to the contrary, none of
Suez Lyonnaise des Eaux, a societe anonyme organized under the laws of
the Republic of France ("Parent"), H2O Acquisition Co., a Delaware
corporation and a wholly owned subsidiary of Parent ("Purchaser"), or
their Affiliates, either individually or as a group, shall become an
Acquiring Person by reason of the approval, execution or delivery of
the Agreement and Plan of Merger, dated as of June 27, 1999, by and
among Parent, Purchaser and the Company (the "Merger Agreement"), the
consummation of the transactions contemplated thereby or any
announcement of the same."
(b) A new Section 35 is added to read in its entirety as follows:
"Section 35. Merger with Purchaser.
35. Notwithstanding anything in this Agreement to the contrary,
none of Parent, Purchaser or their Affiliates, either individually or
as a group, shall be considered an Acquiring Person, and no
Distribution Date, no event described in Section 11(a)(ii), no event
described in Section 13(a), no Shares Acquisition Date and no
Triggering Event shall occur and no Rights shall be exercisable
pursuant to Section 7 or any other provision of this Agreement, by
reason of the approval, execution or delivery of the Merger Agreement,
the consummation of the transactions contemplated thereby or any
announcement of the same."
2. This Amendment to the Rights Agreement may be executed in two or
more counterparts and each of such counterparts shall for all purposes be deemed
to be an original and all such counterparts shall together constitute but one
and the same instrument.
3. In all respects not inconsistent with the terms and provisions of
this Amendment to the Rights Agreement, the Rights Agreement is hereby ratified
and confirmed. In executing and delivering this Amendment to the Rights
Agreement, the Rights Agent shall be entitled to all of the privileges and
immunities afforded to the Rights Agent under the terms and conditions of the
Rights Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
the Rights Agreement to be duly executed and attested, as of the date first
written above.
ATTEST: NALCO CHEMICAL COMPANY
/s/ S. J. Gioimo By: /s/ E. J. Mooney
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Name: S. J. Gioimo Name: E. J. Mooney
Title: Corporate Secretary Title: Chairman & CEO
ATTEST: FIRST CHICAGO TRUST COMPANY
as Rights Agent
/s/ Angela M. Robson By: /s/ T. Marshall
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Name: Angela M. Robson Name: T. Marshall
Title: Administrator Title: Assistant Vice President
