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 (Date of earliest event reported): May 11, 2007


NALCO HOLDING COMPANY

(Exact name of registrant as specified in its charter)


 

 

Delaware

(State of Incorporation)

 

 

001-32342

16-1701300

(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:




Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.13e-4(c))






















Item 1.02

Termination of a Material Definitive Agreement.


On May 11, 2007, Nalco Company (the “Company”), a subsidiary of Nalco Holding Company, and John L. Gigerich mutually terminated his Consulting Agreement. Under this Consulting Agreement Mr. Gigerich served as the Company’s head of Administration. Mr. Gigerich will remain available to the Company as needed to assist with projects on a part-time basis.


Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


As described under Item 1.02, on May 11, 2007, Nalco Company, a subsidiary of Nalco Holding Company,  announced that John L. Gigerich mutually terminated his Consulting Agreement with the Company.














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 16, 2007