SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )*
Nalco Holding Company
| (Name of Issuer) |
COMMON STOCK
| (Title of Class of Securities) |
62985Q101
| (CUSIP Number) |
December 31, 2008
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1 (b)
¨ Rule 13d-1 (c)
¨ Rule 13d-1 (d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.)
| CUSIP No. 62985Q101 | 13G | Page 2 of 10 Pages |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Warren E. Buffett |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
NONE | |
| 6 SHARED VOTING POWER
8,739,100 | ||
| 7 SOLE DISPOSITIVE POWER
NONE | ||
| 8 SHARED DISPOSITIVE POWER
8,739,100 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,739,100 |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable. |
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.33% |
|||
| 12 | TYPE OF REPORTING PERSON*
IN |
| CUSIP No. 62985Q101 | 13G | Page 3 of 10 Pages |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Berkshire Hathaway Inc. |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
NONE | |
| 6 SHARED VOTING POWER
8,739,100 | ||
| 7 SOLE DISPOSITIVE POWER
NONE | ||
| 8 SHARED DISPOSITIVE POWER
8,739,100 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,739,100 |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not applicable. |
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.33% |
|||
| 12 | TYPE OF REPORTING PERSON*
HC, CO |
| CUSIP No. 62985Q101 | 13G | Page 4 of 10 Pages |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
OBH, Inc. |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
NONE | |
| 6 SHARED VOTING POWER
8,739,100 | ||
| 7 SOLE DISPOSITIVE POWER
NONE | ||
| 8 SHARED DISPOSITIVE POWER
8,739,100 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,739,100 |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not applicable. |
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.33% |
|||
| 12 | TYPE OF REPORTING PERSON*
HC, CO |
| CUSIP No. 62985Q101 | 13G | Page 5 of 10 Pages |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
National Indemnity Company |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nebraska |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
NONE | |
| 6 SHARED VOTING POWER
8,739,100 | ||
| 7 SOLE DISPOSITIVE POWER
NONE | ||
| 8 SHARED DISPOSITIVE POWER
8,739,100 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,739,100 |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not applicable. |
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.33% |
|||
| 12 | TYPE OF REPORTING PERSON*
IC, CO |
| CUSIP No. 62985Q101 | 13G | Page 6 of 10 Pages |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
GEICO Corporation |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
NONE | |
| 6 SHARED VOTING POWER
8,739,100 | ||
| 7 SOLE DISPOSITIVE POWER
NONE | ||
| 8 SHARED DISPOSITIVE POWER
8,739,100 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,739,100 |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not applicable. |
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.33% |
|||
| 12 | TYPE OF REPORTING PERSON*
HC, CO |
| CUSIP No. 62985Q101 | 13G | Page 7 of 10 Pages |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Government Employees Insurance Company |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Maryland |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
NONE | |
| 6 SHARED VOTING POWER
8,739,100 | ||
| 7 SOLE DISPOSITIVE POWER
NONE | ||
| 8 SHARED DISPOSITIVE POWER
8,739,100 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,739,100 |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not applicable. |
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.33% |
|||
| 12 | TYPE OF REPORTING PERSON*
IC, CO |
Page 8 of 10 Pages
SCHEDULE 13G
Explanatory Note: Due to an oversight this Schedule 13G was not timely filed. It should be noted that Berkshire Hathaway Inc. and the other Reporting Persons did include their holdings in the Issuer in Berkshire Hathaway Inc.’s Form 13F filed with the Commission on February 17, 2009 (the same date that this Schedule 13G should have been filed).
| Item 1. | ||||
| (a) | Name of Issuer: | |||
| Nalco Holding Company | ||||
| (b) | Address of Issuer’s Principal Executive Offices: | |||
| 1601 West Diehl Road, Napeville, Illinois 60563 | ||||
| Item 2(a). Name of Person Filing: | ||||
| Item 2(b). Address of Principal Business Office: | ||||
| Item 2(c). Citizenship: | ||||
| Warren E. Buffett 3555 Farnam Street Omaha, Nebraska 68131 United States Citizen | ||||
| Berkshire Hathaway Inc. 3555 Farnam Street Omaha, Nebraska 68131 Delaware corporation | ||||
| OBH, Inc. 3555 Farnam Street Omaha, Nebraska 68131 Delaware corporation | ||||
| National Indemnity Company 3024 Harney Street Omaha, Nebraska 68131 Nebraska corporation | ||||
| GEICO Corporation 1 Geico Plaza Washington, D.C. 20076 Delaware corporation | ||||
| Government Employees Insurance Company 1 Geico Plaza Washington, D.C. 20076 Maryland corporation | ||||
| (d) | Title of Class of Securities: | |||
| Common Stock | ||||
| (e) | CUSIP Number: | |||
| 62985Q101 | ||||
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Warren E. Buffett (an individual who may be deemed to control Berkshire Hathaway Inc.), Berkshire Hathaway Inc., OBH, Inc., and GEICO Corporation are each a Parent Holding Company or Control Person, in accordance with §240.13d-1(b)(1)(ii)(G). | |||
| National Indemnity Company and Government Employees Insurance Company are each an Insurance Company as defined in section 3(a)(19) of the Act. | ||||
| The Reporting Persons together are a Group in accordance with §240.13d-1(b)(1)(ii)(K). | ||||
Page 9 of 10 Pages
| Item 4. | Ownership. | |||
| If the percent of the class owned, as of December 31 of the year covered by the statement, or as of the last day of any month described in Rule 13d-1(b)(2), if applicable, exceeds five percent, provide the following information as of that date and identify those shares which there is a right to acquire. | ||||
| (a) | Amount beneficially Owned:
See the Cover Pages for each of the Reporting Persons. | |||
| (b) | Percent of Class:
See the Cover Pages for each of the Reporting Persons. | |||
| (c) | Number of shares as to which such person has: | |||
| (i) sole power to vote or to direct the vote
(ii) shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the disposition of
(iv) shared power to dispose or to direct the disposition of | ||||
| See the Cover Pages for each of the Reporting Persons. | ||||
| Item 5. | Ownership of Five Percent or Less of a Class. | |||
| Not Applicable. | ||||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |||
| Not Applicable. | ||||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. | |||
| See Exhibit A. | ||||
| Item 8. | Identification and Classification of Members of the Group. | |||
| See Exhibit A. | ||||
| Item 9. | Notice of Dissolution of Group. | |||
| Not Applicable. | ||||
| Item 10. | Certification. | |||
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||||
Page 10 of 10 Pages
SIGNATURES
After reasonable 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.
| May 29, 2009 |
May 29, 2009 | |
| Date | Date | |
| /s/ Warren E. Buffett |
/s/ Warren E. Buffett | |
| Signature | Signature | |
| Warren E. Buffett |
Warren E. Buffett, Chairman of the Board | |
| Name | Name/Title | |
| Berkshire Hathaway Inc. | ||
| May 29, 2009 |
May 29, 2009 | |
| Date | Date | |
| /s/ Warren E. Buffett |
/s/ Marc D. Hamburg | |
| Signature | Signature | |
| Warren E. Buffett, Chairman of the Board |
Marc D. Hamburg, Chairman of the Board | |
| Name/Title | Name/Title | |
| OBH, INC. | National Indemnity Company | |
| May 29, 2009 |
May 29, 2009 | |
| Date | Date | |
| /s/ Warren E. Buffett |
/s/ Olza M. Nicely | |
| Signature | Signature | |
| Warren E. Buffett, Chairman of the Board |
Olza M. Nicely, Chairman of the Board | |
| Name/Title | Name/Title | |
| GEICO Corporation | Government Employees Insurance Company | |
SCHEDULE 13G
EXHIBIT A
RELEVANT SUBSIDIARIES AND MEMBERS OF FILING GROUP
PARENT HOLDING COMPANIES OR CONTROL PERSONS:
Warren E. Buffett (an individual who may be deemed to control Berkshire Hathaway Inc.)
Berkshire Hathaway Inc.
OBH, Inc.
GEICO Corporation
INSURANCE COMPANIES AS DEFINED IN SECTION 3(a)(19) OF THE ACT:
National Indemnity Company
Government Employees Insurance Company
SCHEDULE 13G
EXHIBIT B
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the Common Stock of Nalco Holding Company.
| Dated: May 29, 2009 | /s/ Warren E. Buffett | |||
| Warren E. Buffett | ||||
| Berkshire Hathaway Inc. | ||||
| Dated: May 29, 2009 | /s/ Warren E. Buffett | |||
| By: | Warren E. Buffett | |||
| Title: | Chairman of the Board | |||
| OBH, Inc. | ||||
| Dated: May 29, 2009 | /s/ Warren E. Buffett | |||
| By: | Warren E. Buffett | |||
| Title: | Chairman of the Board | |||
| National Indemnity Company | ||||
| Dated: May 29, 2009 | /s/ Marc D. Hamburg | |||
| By: | Marc D. Hamburg | |||
| Title: | Chairman of the Board | |||
| GEICO Corporation | ||||
| Dated: May 29, 2009 | /s/ Warren E. Buffett | |||
| By: | Warren E. Buffett | |||
| Title: | Chairman of the Board | |||
| Government Employees Insurance Company | ||||
| Dated: May 29, 2009 | /s/ Olza M. Nicely | |||
| By: | Olza M. Nicely | |||
| Title: | Chairman of the Board | |||