8K NHC Secondary Offering Nov 06
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 and Exchange Act of 1934
Date
of
Report: November
6, 2006
NALCO
HOLDING COMPANY
Delaware
001-32342
16-1701300
(State
of
Incorporation) (Commission
File Number) (IRS
Employer Identification Number)
1601
W.
Diehl Rd., Naperville, IL 60563
630-305-1000
Check
the
appropriate box below if the Form 8-K is intended to simultaneously satisfy
the
filing obligation of the registrant under any of the following
provisions:
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240
240.14a-12)
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.13e-4(c))
|
Item
1.01 Entry
into a Material Definitive Agreement
On
November 2, 2006, Nalco Holding Company (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") with Citigroup Global
Markets Inc., as sole underwriter (the "Underwriter"), and Nalco LLC, Blackstone
Capital Partners IV L.P., Apollo Investment Fund V, L.P. and GS Capital Partners
2000, L.P. (collectively, the "Selling Stockholders"). The Underwriting
Agreement contains customary representations, warranties and agreements by
the
Company and the Selling Stockholders, and customary conditions to closing,
indemnification rights, obligations of the parties and termination provisions.
The offering is being made pursuant to the Company's effective shelf
registration statement on Form S-3 (Registration No. 333-130715), as
supplemented by the prospectus supplement dated November 2, 2006. The prospectus
supplement was filed pursuant to the Selling Stockholders exercising one of
their demand rights under the previously filed registration rights agreement.
The Underwriting Agreement is filed as Exhibit 99.1 to this Current Report
on
Form 8-K and is incorporated herein by reference. The description of the
material terms of the Underwriting Agreement is qualified in its entirety by
reference to such exhibit.
Item
9.01(c) Financial
Statements, Pro Forma Financial Information and Exhibits
Exhibits
| 99.1 |
Underwriting
Agreement, dated as of November 2, 2006, among Nalco Holding Company,
Citigroup Global Markets Inc. and the Selling
Stockholders.
|
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.
NALCO
HOLDING COMPANY
/s/
Stephen N. Landsman
Secretary
Date:
November 6, 2006