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: May 27,
2005
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
Nalco
Holding Company has entered into Restricted Stock Unit Agreements with the two
newest members of its Board of Directors, Rodney F. Chase and Richard B.
Marchese. Copies of these agreements are attached as exhibits to this filing.
The agreements are part of the standard director compensation arrangements to
provide for compensation to non-management directors.
Nalco
Holding Company has also entered into an Addendum to its Executive Death Benefit
Agreement with its Chairman and Chief Executive Officer, William H. Joyce. A
copy of the Addendum and the original Executive Death Benefit Agreement is
attached as an exhibit to this filing.
Item
9.01(c) Financial
Statements, Pro Forma Financial Information and Exhibits
Exhibits
| 99.1 |
Rodney
F. Chase Restricted Stock Unit Agreement. |
| 99.2 |
Richard
B. Marchese Restricted Stock Unit Agreement |
| 99.3 |
William
H. Joyce Death Benefit Agreement and Addendum |
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: May
27, 2005