1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
GLENVIEW
CAPITAL MANAGEMENT, LLC
|
|||
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
|
|||
3.
|
SEC
Use Only
|
|||
4.
|
Citizenship
or Place of Organization
Delaware
|
|||
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
|
None
|
|
6.
|
Shared
Voting Power
|
3,216,489
|
||
7.
|
Sole
Dispositive Power
|
None
|
||
8.
|
Shared
Dispositive Power
|
3,216,489
|
||
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,216,489
|
|||
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
|
|||
11.
|
Percent
of Class Represented by Amount in Row (9)
2.34%
based on 137,593,987 shares
outstanding as of October 22, 2008.
|
|||
12.
|
Type
of Reporting Person:
OO
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
LAWRENCE
M. ROBBINS
|
|||
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
|
|||
3.
|
SEC
Use Only
|
|||
4.
|
Citizenship
or Place of Organization
United
States of America
|
|||
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
|
None
|
|
6.
|
Shared
Voting Power
|
3,216,489
|
||
7.
|
Sole
Dispositive Power
|
None
|
||
8.
|
Shared
Dispositive Power
|
3,216,489
|
||
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,216,489
|
|||
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
|
|||
11.
|
Percent
of Class Represented by Amount in Row (9)
2.34%
based on 137,593,987 shares
outstanding as of October 22, 2008.
|
|||
12.
|
Type
of Reporting Person:
IN
|
Item
1(a).
|
Name
of Issuer:
|
Nalco
Holding Company (the “Issuer”)
|
|
Item
1(b).
|
Address
of Issuer’s Principal Executive Offices:
|
1601
West Diehl Road, Naperville, IL 60563.
|
|
Item
2(a).
|
Name
of Person Filing
|
This
Statement is filed on behalf of each of the following persons
(collectively, the “Reporting Persons”):
i) Glenview
Capital Management, LLC (“Glenview Capital Management”);
ii)
Lawrence M. Robbins (“Mr. Robbins”).
|
|
This
Statement relates to Shares (as defined herein) held for the accounts of
Glenview Capital Partners, L.P., a Delaware limited partnership (“Glenview
Capital Partners”), Glenview Capital Master Fund, Ltd., a Cayman Islands
exempted company (“Glenview Capital Master Fund”), Glenview Institutional
Partners, L.P., a Delaware limited partnership (“Glenview Institutional
Partners”), GCM Little Arbor Master Fund, Ltd., a Cayman Islands exempted
company (“GCM Little Arbor Master Fund”), GCM Little Arbor Institutional
Partners, L.P., a Delaware limited partnership (“GCM Little Arbor
Institutional Partners”) and GCM Little Arbor Partners, L.P., a Delaware
limited partnership (“GCM Little Arbor Partners”).
|
|
Glenview
Capital Management serves as investment manager to each of Glenview
Capital Partners, Glenview Capital Master Fund, Glenview Institutional
Partners, GCM Little Arbor Master Fund, GCM Little Arbor Institutional
Partners and GCM Little Arbor Partners. In such capacity,
Glenview Capital Management may be deemed to have voting and dispositive
power over the Shares held for such accounts. Mr. Robbins is
the Chief Executive Officer of Glenview Capital
Management.
|
Item
2(b).
|
Address
of Principal Business Office or, if None, Residence:
The
address of the principal business office of each of Glenview Capital
Management and Mr. Robbins is 767 Fifth Avenue, 44th
Floor, New York, New York 10153.
|
Item
2(c).
|
Citizenship:
i) Glenview
Capital Management is a Delaware limited liability company;
ii)
Mr. Robbins is a citizen of the United States of
America.
|
Item
2(d).
|
Title
of Class of Securities:
Common
Stock (the “Shares”)
|
Item
2(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:
This
Item 3 is not applicable.
|
Item
4.
|
Ownership:
|
Item
4(a)
|
Amount
Beneficially Owned:
|
As
of December 31, 2008, each of Glenview Capital Management and Mr. Robbins
may be deemed to be the beneficial owner of 3,216,489
Shares. This amount consists of: (A) 124,600 Shares held for
the account of Glenview Capital Partners; (B) 1,904,389 Shares held for
the account of Glenview Capital Master Fund; (C) 945,027 Shares held for
the account of Glenview Institutional Partners; (D) 198,160 Shares held
for the account of GCM Little Arbor Master Fund; (E) 37,393 Shares held
for the account of GCM Little Arbor Institutional Partners; and (F) 6,920
Shares held for the account of GCM Little Arbor
Partners.
|
|
Item
4(b)
|
Percent
of Class:
|
The
number of Shares of which each of Glenview Capital Management and Mr.
Robbins may be deemed to be the beneficial owner constitutes approximately
2.34% of the total number of Shares outstanding (based upon information
provided by the Issuer in its most recently-filed quarterly report on Form
10-Q, there were 137,593,987 Shares outstanding as of October 22,
2008).
|
Item
4(c)
|
Number
of Shares of which such person has:
|
(i)
Sole power to vote or direct the vote:
|
0
|
|
(ii)
Shared power to vote or direct the vote:
|
3,216,489
|
|
(iii)
Sole power to dispose or direct the disposition of:
|
0
|
|
(iv)
Shared power to dispose or direct the disposition of:
|
3,216,489
|
Item
5.
|
Ownership
of Five Percent or Less of a Class:
If
this statement is being filed to report the fact that as of the date
hereof the Reporting Persons have ceased to be the beneficial owner of
more than five percent of the class of securities, check the following
/X/.
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person:
This
Item 6 is not applicable.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company:
See
disclosure in Item 2 hereof.
|
Item
8.
|
Identification
and Classification of Members of the Group:
This
Item 8 is not applicable.
|
Item
9.
|
Notice
of Dissolution of Group:
This
Item 9 is not applicable.
|
Item
10.
|
Certification:
|
By
signing below each of the Reporting Persons certifies that, to the best of
their knowledge and belief, the securities referred to above 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.
|
GLENVIEW CAPITAL MANAGEMENT, LLC | |||
Date:
February 17, 2009
|
By:
|
/s/ Mark J. Horowitz | |
Mark
J. Horowitz, attorney-in-fact for Lawrence M. Robbins,
individually
and as Chief Operating Officer and General Counsel
of Glenview Capital Management, LLC
|
|||
Ex.
|
Page
No.
|
|
A
|
Joint
Filing Agreement, dated February 17, 2009 by Glenview Capital Management,
LLC
|
9
|
B | Power of Attorney, dated February 10, 2009 by Lawrence M. Robbins | 10 |
GLENVIEW CAPITAL MANAGEMENT, LLC | |||
Date:
February 17, 2009
|
By:
|
/s/ Mark J. Horowitz | |
Mark
J. Horowitz, attorney-in-fact for Lawrence M. Robbins,
individually
and as Chief Operating Officer and General Counsel
of Glenview Capital Management, LLC
|
|||
/s/ Lawrence M. Robbins | |||
Lawrence M. Robbins | |||
|
|
||