- Current report filing (8-K)
December 08 2010 - 6:03AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of
1934
Date of Report (Date Earliest Event Reported):
December 7, 2010 (December 7, 2010)
NALCO HOLDING
COMPANY
(Exact name of registrant as specified in its charter)
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Delaware
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001-32342
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16-1701300
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1601 W. Diehl Rd.
Naperville, Illinois 60563
(630) 305-1000
(Address, including zip code, and telephone number,
including area code, of registrants principal executive offices)
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Not Applicable
(Former Name or Former Address, if Changed Since Last
Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Offering of Senior Notes
On December 7, 2010, Nalco Company, a subsidiary of Nalco Holding Company (the Company), issued a press release announcing that it intends to offer $1.0 billion aggregate principal amount
of senior notes due 2019, a portion of which is expected to be denominated in euros (Notes). The Company intends to use the net proceeds of this offering, along with cash on hand, to (i) repurchase the Companys $465 million
aggregate principal amount of outstanding 8
7
/
8
%
senior subordinated notes due 2013, (ii) repurchase or redeem the Companys 200 million aggregate principal amount of outstanding 9% senior subordinated notes due 2013, (iii) pay a dividend to NALCO Finance Holdings LLC to
finance the repurchase of approximately $260.8 million of 9% senior discounted notes co-issued by NALCO Finance Holdings LLC and NALCO Financing Holdings, Inc. and (iv) pay related fees and expenses, including premiums, in connection therewith.
The press release is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.
Item 9.01.
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Financial Statements and Exhibits.
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(d)
Exhibits
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Exhibit
Number
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Exhibit
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99.1
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Press Release of Nalco Company, dated December 7, 2010 relating to the offering of the Notes.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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NALCO HOLDING COMPANY
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(Registrant)
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By:
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S
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TEPHEN
N.
L
ANDSMAN
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Stephen N. Landsman
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Secretary
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Date:
December 7, 2010
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INDEX TO EXHIBITS
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Exhibit
Number
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Exhibit
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99.1
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Press Release of Nalco Company, dated December 7, 2010 relating to the offering of the Notes.
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3
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