SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Ecolab Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $1.00 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
278865100
--------------------------------------------------------------------------------
(CUSIP Number)
William A. Groll, Esq.
Cleary, Gottlieb, Steen & Hamilton
City Place House
55 Basinghall Street
London EC2V 5EH
44-207 614 2200
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 5, 2001
--------------------------------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
*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 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).
SCHEDULE 13D
CUSIP No. 278865100 Page 2
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Henkel KGaA
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
7 SOLE VOTING POWER
20,071,512
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 14,666,664
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 20,071,512
WITH
10 SHARED DISPOSITIVE POWER
14,666,664
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,738,176
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.2 %
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 278865100 Page 3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HC Investments, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3
4 SOURCE OF FUNDS*
AF, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 14,666,664
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
14,666,664
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,666,664
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5 %
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 6 (this "Amendment") amends and supplements the
Schedule 13D filed on December 20, 1989, as previously amended (the "Schedule
13D"), of Henkel KGaA ("KGaA") and HC Investments, Inc. ("HCI"), with respect to
the Common Stock, par value $1.00 per share ("Common Stock"), of Ecolab Inc.
("Ecolab" or the "Company"). All capitalized terms used in this Amendment and
not otherwise defined herein have the meanings ascribed to such terms in the
Schedule 13D.
Item 2. Identity and Background.
Annex I to the Schedule 13D is amended and restated as attached to this
Amendment to reflect the names, addresses, occupations and citizenship of the
current executive officers, directors and controlling persons of HCI and KGaA.
None of KGaA, HCI or, to the best knowledge of KGaA and HCI, any of the persons
listed on Annex I hereto has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
KGaA acquired 2,500,000 shares of Common Stock in open market purchases
beginning on October 2, 2001, for an aggregate amount equal to approximately
$89.4 million. The funds used for such purchases came from KGaA's general
corporate resources.
Item 4. Purpose of Transaction.
As previously described in the Schedule 13D, Henkel and Ecolab have
entered into a series of agreements and consummated a series of transactions
through which they established and have conducted a long-term cooperative
business relationship. Henkel's primary purpose for these agreements and
transactions was for it to become and remain a long-term significant minority
investor in Ecolab.
As previously described in the Schedule 13D, on December 7, 2000,
Henkel and Ecolab entered into the Master Agreement relating to the proposed
sale by Henkel of its interests in the Joint Venture to Ecolab (the "Proposed
Sale"). On September 28, 2001, Henkel and Ecolab announced that it is now
anticipated that the Proposed Sale will be consummated on November 30, 2001.
When the Proposed Sale is consummated, the business relationship between Henkel
and Ecolab will be changed, and Henkel's primary relationship with Ecolab will
be that of a significant minority stockholder. Consistent with that expectation,
KGaA acquired the shares of Common Stock to which this Amendment relates in
order to expand and strengthen its minority investment in, and to strengthen
Henkel's long-term relationship with, Ecolab.
As previously described in the Schedule 13D, under the Existing
Stockholder's Agreement, Henkel may acquire shares of Common Stock so long as
the acquisition does not cause Henkel to beneficially own more than 30% of the
outstanding Common Stock, which percentage will be increased under the Proposed
Amended Stockholder's Agreement to 35% upon consummation of the Proposed Sale.
As previously described in the Schedule 13D, upon consummation of the
Proposed Sale, Henkel will receive the purchase price in either cash in Euro or
additional shares of Common Stock, at the election of Henkel, in an amount to be
determined based on the earnings of the Joint Venture in fiscal years 2000 and
2001 pursuant to a formula in the Master Agreement. On September 28, 2001,
Henkel and Ecolab announced that it is now anticipated that the purchase price
will range between approximately EUR 480 million to EUR 510 million. As
previously described in the Schedule 13D, if Henkel elects to take Common Stock,
the number of shares to be issued will be calculated using a per share value of
$41.0625, subject to a maximum of 13,203,672 and a minimum of 9,270,664 shares
being issued. Henkel has not yet determined whether it will elect to take cash
or stock in connection with the Proposed Sale. The number of shares of Common
Stock purchased in the open market transactions described above is such that
Henkel would not own more than the 35% permitted under the Proposed Amended
Stockholder's Agreement if Henkel elects to receive the purchase price in the
form of Common Stock.
In accordance with the Existing Stockholder's Agreement, Ulrich Lehner,
Stefan Hamelmann and Hugo Uyterhoeven were nominated for election to Ecolab's
Board of Directors (the "Ecolab Board") at Ecolab's most recent annual meeting
of stockholders and currently serve as members of the Ecolab Board.
Henkel intends to continue to review its investment in Common Stock
from time to time and, depending upon certain factors, including without
limitation the financial performance of Ecolab, the availability and price of
shares of Common Stock on the open market, Henkel's overall relationship with
Ecolab and the status of the Joint Venture and the Proposed Sale, and other
general market and investment conditions, Henkel may determine to acquire
through open market purchases or otherwise additional shares of Common Stock,
or, based upon such factors, to sell shares of Common Stock, from time to time,
in each case to the extent permitted under the Existing Stockholder's Agreement
(or the Proposed Amended Stockholder's Agreement, as applicable) and applicable
law.
Except as set forth herein, Henkel has no current plans or proposals
that relate to or would result in any of the actions or events enumerated in
clauses (a) through (j) of Item 4 of Schedule 13D, as promulgated by the
Securities and Exchange Commission.
Item 5. Interest in Securities of the Issuer.
(a)-(b) At the date hereof, in the aggregate, the 34,738,176 shares of
Common Stock owned by HCI and KGaA represent approximately 27.2% of the
127,915,535 shares of Common Stock reported by Ecolab in its Quarterly Report on
Form 10-Q to be outstanding as of July 31, 2001.
Of that total, HCI beneficially owns 14,666,664 shares of Common Stock
(approximately 11.5% of such total). HCI and, by virtue of its indirect control
of HCI, KGaA share the power to vote and the power to dispose of these shares of
Common Stock (subject to the provisions of the Existing Stockholder's
Agreements).
KGaA directly and beneficially owns the remaining 20,071,512 shares of
Common Stock (approximately 15.7% of such total). KGaA has the sole power to
vote and the sole power to dispose of those shares of Common Stock (subject to
the provisions of the Existing Stockholder's Agreements).
At the date hereof, to the best knowledge of HCI and KGaA, Ulrich
Lehner (the President and Chief Executive Officer of KGaA and a member of the
Ecolab Board) is the beneficial owner (with sole voting and dispositive power)
of 4,171 shares of Common Stock (including 3,800 shares that could be purchased
under stock options granted by Ecolab and 371 shares represented by stock units
granted by Ecolab under its Non-Employee Director Deferred Compensation Plan).
At the date hereof, to the best knowledge of HCI and KGaA, Stefan Hamelmann (a
member of the Shareholders' Committee of KGaA and a member of the Ecolab Board)
is the beneficial owner (with sole voting and dispositive power) of 4,171 shares
of Common Stock (including 3,800 shares that could be purchased under stock
options granted by Ecolab and 371 shares represented by stock units granted by
Ecolab under its Non-Employee Director Deferred Compensation Plan). At the date
hereof, to the best knowledge of HCI and KGaA, Albrecht Woeste (the Chairman of
the Supervisory Board of KGaA and a former member of the Ecolab Board) is the
beneficial owner (with sole voting and dispositive power) of 43,512 shares of
Common Stock (including 24,000 shares that could be purchased under stock
options granted by Ecolab). At the date hereof, to the best knowledge of HCI and
KGaA, Roland Schulz (a member of the Board of Management of KGaA and a former
member of the Ecolab Board) is the beneficial owner (with sole voting and
dispositive power) of 38,102 shares of Common Stock (including 22,400 shares
that could be purchased under stock options granted by Ecolab). HCI and KGaA
disclaim beneficial ownership of any of the shares beneficially owned by Ulrich
Lehner, Stefan Hamelmann, Albrecht Woeste and Roland Schulz.
At the date hereof, except as stated herein, neither HCI nor KGaA nor,
to the best of their knowledge, Henkel of America, Inc., Henkel Corporation or
any of the persons listed on Annex I hereto beneficially owns any shares of
Common Stock (other than shares of Common Stock beneficially owned by HCI or
KGaA of which one or more of such other persons may be deemed to have beneficial
ownership pursuant to Rule 13d-3 of the Exchange Act).
(c) Certain information with respect to each transaction in the Common
Stock since December 14, 2000 (the date of Amendment No. 5 to the Schedule 13D)
is set forth in Exhibit 20 hereto. Except as set forth herein, no transactions
in shares of Common Stock were effected during the past 60 days by HCI or KGaA,
or, to the best of their knowledge, by Henkel of America, Inc., Henkel
Corporation or any of the other persons listed on Annex I hereto.
Item 7. Material to be Filed as Exhibits.
Exhibit 20 Purchases of Common Stock from December 14, 2000 through
October 5, 2001.
Signature
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Dated: October 9, 2001
Henkel KGaA
By: /s/ Carl Braun
-------------------------
Dr. Carl Braun
Vice President
By: /s/ Thomas-Gerd Kuhn
-------------------------
Thomas-Gerd Kuhn
Senior Corporate Counsel
HC Investments, Inc.
By: /s/ James E. Ripka
-------------------------
James E. Ripka
President
Exhibit Index
Exhibit 1 Stock Purchase Agreement by and among HC Investments, *
Inc., Henkel KGaA and Ecolab Inc. dated as of December
11, 1989
Exhibit 2 Amendment No. 1 to Stock Purchase Agreement by and *
among HC Investments, Inc., Henkel KGaA and Ecolab Inc.
dated as of December 11, 1989
Exhibit 3 Confidentiality Agreement between Henkel KGaA and *
Ecolab Inc. dated November 13, 1989
Exhibit 4 Press Release issued by Ecolab Inc. and Henkel KGaA on *
December 11, 1989
Exhibit 5 Amendment No. 2 to Stock Purchase Agreement by and **
among HC Investments, Inc., Henkel KGaA and Ecolab Inc.
dated as of September 11, 1990
Exhibit 6 Umbrella Agreement by and between Henkel KGaA and **
Ecolab Inc. dated as of September 11, 1990
Exhibit 7 Joint Venture Agreement by and between Henkel KGaA and **
Ecolab Inc. dated as of September 11, 1990
Exhibit 8 Stockholder's Agreement between Henkel KGaA and Ecolab **
Inc. dated as of September 11, 1990
Exhibit 9 Amendment No. 3 to Stock Purchase Agreement by and ***
among HC Investments, Inc., Henkel KGaA and Ecolab Inc.
dated as of March 8, 1991
Exhibit 10 First Amendment to the Umbrella Agreement by and ***
between Henkel KGaA and Ecolab Inc. dated as of
March 8, 1991
Exhibit 11 First Amendment to the Joint Venture Agreement by and ***
between Henkel KGaA and Ecolab Inc. dated as of March
8, 1991
Exhibit 12 First Amendment to the Stockholder's Agreement between ***
Henkel KGaA and Ecolab Inc. dated as of March 8, 1991
Exhibit 13 Amended and Restated Umbrella Agreement by and between ****
Henkel KGaA and Ecolab Inc. dated as of June 26, 1991
Exhibit 14 Amended and Restated Joint Venture Agreement by and ****
between Henkel KGaA and Ecolab Inc. dated as of June
26, 1991
Exhibit 15 Amended and Restated Stockholder's Agreement between ****
Henkel KGaA and Ecolab Inc. dated as of June 26, 1991
Exhibit 16 Press Release issued by Ecolab Inc. and Henkel KGaA on ****
July 11, 1991
Exhibit 17 Amendment No. 1 to Amended and Restated Stockholder's *****
Agreement between Henkel KGaA and Ecolab Inc. dated as
of June 30, 2000
Exhibit 18 Master Agreement, dated as of December 7, 2000, between *****
Ecolab Inc. and Henkel KGaA
Exhibit 19 Form of Second Amended and Restated Stockholder's *****
Agreement
Exhibit 20 Purchases of Common Stock from December 14, 2000 19
through October 5, 2001.
* Previously filed as an Exhibit to the Schedule 13D on December
20, 1989.
** Previously filed as an Exhibit to Amendment No. 2 to the Schedule
13D on September 17, 1990.
*** Previously filed as an Exhibit to Amendment No. 3 to the Schedule
13D on March 15, 1991.
**** Previously filed as an Exhibit to Amendment No. 4 to the Schedule
13D on July 16, 1991.
***** Previously filed as an Exhibit to Amendment No. 5 to the Schedule
13D on December 15, 2000.
ANNEX I
-------
Officers and Directors of HC Investments, Inc.
----------------------------------------------
The following table sets forth the name, business address, position
with HCI and present principal occupation of each director and executive officer
of HCI. Each individual listed below is a citizen of the United States.
Position with HCI and Present
Name and Address Principal Occupation or Employment
---------------- ----------------------------------
Mr. James E. Ripka Vice President and Treasurer of Henkel
Henkel Corporation Corporation; Director, Chairman of the Board
The Triad, Suite 200 of Directors and President of HCI
2200 Renaissance Boulevard
Gulph Mills, PA 19406
Mr. Kenneth R. Pina Senior Vice President, Chief Legal Officer
Henkel Corporation and Secretary of Henkel Corporation;
The Triad, Suite 200 Secretary of HCI
2200 Renaissance Boulevard
Gulph Mills, PA 19406
Mr. Timothy V. Eisenhut Vice President, Tax of Henkel Corporation;
Henkel Corporation Director and Vice President, Tax of HCI
The Triad, Suite 200
2200 Renaissance Boulevard
Gulph Mills, PA 19406
Mr. Brian Friend Director of Tax of Henkel Corporation;
Henkel Corporation Director and Vice President, Finance and
The Triad, Suite 200 Treasurer of HCI
2200 Renaissance Boulevard
Gulph Mills, PA 19406
Ms. Lloyd Overton Martin Assistant Vice President, Corporate,
Wilmington Trust Company Financial Services Department, Wilmington
1105 North Market Street Trust Company; Director and Assistant
Suite 1300 Treasurer of HCI
Wilmington, DE 19899
Mr. Gregory Gaglione Associate General Counsel and Assistant
Henkel Corporation Secretary of Henkel Corporation;
The Triad, Suite 200 Assistant Secretary of HCI
2200 Renaissance Boulevard
Gulph Mills, PA 19406
Officers and Directors of Henkel KGaA
-------------------------------------
The following table sets forth the name, business address (except as
noted), position with KGaA and present principal occupation of each director,
executive officer and controlling person of KGaA. Each individual listed below
is a citizen of Germany, except Mr. de Keersmaecker, who is a citizen of
Belgium, and Dr. Morwind, who is a citizen of the Republic of Austria.
Name and Address Present Principal Occupation or Employment
---------------- ------------------------------------------
Supervisory Board:
------------------
Mr. Albrecht Woeste Owner, President and Managing Director of
Henkelstrabe 67 R. Woeste GmbH & Co. KG and Chairman of
40191 Dusseldorf the Supervisory Board and Chairman of the
Germany Shareholders' Committee of KGaA
Dr. Simone Bagel Biologist
Beethovenstrabe 62
53115 Bonn
Germany
Dr. Ulrich Cartellieri Member of the Board of Management of
Deutsche Bank AG Deutsche Bank AG
D-60262 Frankfurt
Germany
Mr. Hans Dietrichs Member of the Works Council of KGaA
Ziegeleistrabe 56
39307 Genthin
Germany
Mr. Benedikt-Joachim Freiherr von Herman Forester
Obere Dorfstrabe 1
88489 Wain
Germany
Ms. Heike Hauter Member of the Works Council of KGaA
Poststrabe 24
40721 Hilden
Germany
Name and Address Present Principal Occupation or Employment
---------------- ------------------------------------------
Supervisory Board: (continued)
------------------
Mr. Bernd Hinz Member of the Works Council of KGaA
Rheinstrabe 48
51371 Leverkusen
Germany
Prof. Dr. Dr. h.c. Heribert Meffert Professor at the University of Munster and
Potstiege 56 Director of the Institute for Marketing
48161 Munster
Germany
Prof. Dr. Dr. Heinz Riesenhuber Member of Parliament
Bundesforschungsminister a.D.
Deutscher Bundestag
Platz der Republik 1
11011 Berlin
Germany
Mr. Heinrich Thorbecke Owner and Managing Director of Bank
Wolfgangweg 17 Thorbecke in Geneva, Switzerland
CH-9014 St. Gallen
Switzerland
Mr. Michael Vassilidias Chemical Engineer at IG Bergbau
Konigsworther Platz 6
30167 Hannover
Germany
Mr. Bernhard Walter Chairman of the Board of Managing Directors
60301 Frankfurt of Dresdner Bank AG
Germany
Mr. Jurgen Walter Officer of IG Bergbau - Chemie, Energie
c/o IG Bergbau - Chemie, Energie (Industrial union of employees in the
Konigsworther Platz 6 chemical industry)
30167 Hannover
Germany
Mrs. Brigitte Weber Member of the Works Council of KGaA
Pestalozzistrabe 12
40764 Langenfeld
Germany
Name and Address Present Principal Occupation or Employment
---------------- ------------------------------------------
Supervisory Board: (continued)
------------------
Dr. Anneliese Wilsch-Irrgang Chairman of the Management Personnel
Flotowstrabe 2a Representatives of KGaA
40593 Dusseldorf
Germany
Mr. Winfried Zander Chairman of the Works Council of KGaA and
Henkelstrabe 67 Vice Chairman of the Supervisory Board
40191 Dusseldorf
Germany
Board of Management:
-------------------
Dr. Ulrich Lehner President and Chief Executive Officer and
Henkelstrabe 67 Chairman of the Board of Management of
40191 Dusseldorf KGaA
Germany
Mr. Guido de Keersmaecker Executive Vice President-Adhesives of KGaA
Henkelstrabe 67
40191 Dusseldorf
Germany
Dr. Jochen Krautter Executive Vice President Finance and
Henkelstrabe 67 Logistics of KGaA
40191 Dusseldorf
Germany
Dr. Klaus Morwind Executive Vice President-Detergents/
Henkelstrabe 67 Cleaning Products of KGaA
40191 Dusseldorf
Germany
Dr. Roland Schulz Executive Vice President-Human Resources,
Henkelstrabe 67 Hygiene and Surface Technologies of KGaA
40191 Dusseldorf
Germany
Name and Address Present Principal Occupation or Employment
---------------- ------------------------------------------
Board of Management: (continued)
--------------------
Dr. Uwe Specht Executive Vice President- Cosmetics/Toiletries
Henkelstrabe 67 of KGaA
40191 Dusseldorf
Germany
Shareholders' Committee:
Mr. Albrecht Woeste Owner, President and Managing Director of
Henkelstrabe 67 R. Woeste GmbH & Co. KG and Chairman of
40191 Dusseldorf the Supervisory Board and Chairman of the
Germany Shareholders' Committee of KGaA
Mr. Paul Achleitner Member of the Board of Allianz AG
Konigsstrabe 28
80802 Munchen
Germany
Mr. Stefan Hamelmann Owner of Franz Hamelmann Baugesellschaft
Hebbelstrabe 13 MbH
40237 Dusseldorf
Germany
Dr. h.c. Ulrich Hartmann President and Chief Executive Officer of E.ON
Bennigsenplatz 1 AG
40474 Dusseldorf
Germany
Chrisoph Henkel Independent Entrepreneur and Business
Henkelstrabe 67 Executive
40191 Dusseldorf
Germany
Dr. Jurgen Manchot Vice Chairman of the Shareholders'
Henkelstrabe 67 Committee of KGaA and Chemist
40191 Dusseldorf
Germany
Mr. Thomas Manchot (guest member) Entrepreneur
Kaiser-Wilhelm-Ring 43a
40545 Dusseldorf
Germany
Name and Address Present Principal Occupation or Employment
---------------- ------------------------------------------
Shareholders' Committee: (continued)
------------------------
Dr. Christa Plichta Physician
Chemin Colladon 22
CH-1209 Geneve
Switzerland
Dr. Wolfgang Roller Chairman of the Supervisory Board of
c/o Dresdner Bank AG Dresdner Bank AG
60301 Frankfurt Am Main
Germany
Mr. Burkhard Schmidt Managing Director of Jahr Holding GmbH &
Stubbenhuk 7 Co KG
20459 Hamburg
Germany
Mr. Konstantin von Unger (guest member) Independent Entrepreneur
45 Holland Park
London W11 3RP
England
Dr. Hans-Dietrich Winkhaus Former President and Chief Executive
Henkelstrabe 67 Officer of KGaA; Chairman of the Supervisory
40191 Dusseldorf Board of Deutsche Telekom AG
Germany