SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Ecolab Inc.
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
278865100
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(CUSIP Number)
William A. Groll, Esq.
Cleary, Gottlieb, Steen & Hamilton
City Place House
55 Basinghall Street
London EC2V 5EH
44-207 614 2200
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 23, 2001
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(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 section 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
20,679,312
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 14,666,664
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 20,679,312
WITH
10 SHARED DISPOSITIVE POWER
14,666,664
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,345,976
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.6%
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. 7 (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 3. Source and Amount of Funds or Other Consideration.
KGaA acquired 607,800 shares of Common Stock in open market purchases
beginning on October 23, 2001, for an aggregate amount equal to approximately
$21.6 million. The funds used for such purchases came from KGaA's general
corporate resources.
Item 4. Purpose of Transaction.
On November 23, 2001, Henkel advised Ecolab that it had determined to
take cash in connection with the Proposed Sale. Based on present estimates and
subject to post-closing adjustments, Henkel will receive approximately 497.4
million Euros, initially in the form of a 60-day note, upon consummation of the
Proposed Sale, currently scheduled to take place on November 30, 2001.
KGaA acquired the shares of Common Stock described in Item 3 above 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 to 35% upon
consummation of the Proposed Sale.
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 35,345,976 shares of
Common Stock owned by HCI and KGaA represent approximately 27.6% of the
127,842,607 shares of Common Stock reported by Ecolab in its Quarterly Report on
Form 10-Q to be outstanding as of October 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 20,679,312 shares of
Common Stock (approximately 16.2% 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).
(c) Certain information with respect to each transaction in the Common
Stock since October 9, 2001 (the date of Amendment No. 6 to the Schedule 13D) is
set forth in Exhibit 21 hereto. Except as set forth herein or in Amendment No.
6, 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 to the
Schedule 13D.
Item 7. Material to be Filed as Exhibits.
Exhibit 21 Purchases of Common Stock from October 9, 2001 through November
23, 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: November 26, 2001 Henkel KGaA
By: /s/ Carl Braun
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Dr. Carl Braun
Vice President
By: /s/ Thomas-Gerd Kuhn
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Thomas-Gerd Kuhn
Senior Corporate
Counsel
HC Investments, Inc.
By: /s/ James E. Ripka
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James E. Ripka
President
Exhibit Index
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Exhibit 1 Stock Purchase Agreement by and among HC (i)
Investments, Inc., Henkel KGaA and Ecolab Inc.
dated as of December 11, 1989
Exhibit 2 Amendment No. 1 to Stock Purchase Agreement by and (i)
among HC Investments, Inc., Henkel KGaA and Ecolab
Inc. dated as of December 11, 1989
Exhibit 3 Confidentiality Agreement between Henkel KGaA and (i)
Ecolab Inc. dated November 13, 1989
Exhibit 4 Press Release issued by Ecolab Inc. and Henkel (i)
KGaA on December 11, 1989
Exhibit 5 Amendment No. 2 to Stock Purchase Agreement by and (ii)
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 (ii)
Ecolab Inc. dated as of September 11, 1990
Exhibit 7 Joint Venture Agreement by and between Henkel KGaA (ii)
and Ecolab Inc. dated as of September 11, 1990
Exhibit 8 Stockholder's Agreement between Henkel KGaA and (ii)
Ecolab Inc. dated as of September 11, 1990
Exhibit 9 Amendment No. 3 to Stock Purchase Agreement by and (iii)
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 (iii)
between Henkel KGaA and Ecolab Inc. dated as of
March 8, 1991
Exhibit 11 First Amendment to the Joint Venture Agreement by (iii)
and between Henkel KGaA and Ecolab Inc. dated as
of March 8, 1991
Exhibit 12 First Amendment to the Stockholder's Agreement (iii)
between Henkel KGaA and Ecolab Inc. dated as of
March 8, 1991
Exhibit 13 Amended and Restated Umbrella Agreement by and (iv)
between Henkel KGaA and Ecolab Inc. dated as of
June 26, 1991
Exhibit 14 Amended and Restated Joint Venture Agreement by (iv)
and between Henkel KGaA and Ecolab Inc. dated as
of June 26, 1991
Exhibit 15 Amended and Restated Stockholder's Agreement (iv)
between Henkel KGaA and Ecolab Inc. dated as of
June 26, 1991
Exhibit 16 Press Release issued by Ecolab Inc. and Henkel (iv)
KGaA on July 11, 1991
Exhibit 17 Amendment No. 1 to Amended and Restated (v)
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, (v)
between Ecolab Inc. and Henkel KGaA
Exhibit 19 Form of Second Amended and Restated Stockholder's (v)
Agreement
Exhibit 20 Purchases of Common Stock from December 14, 2000 (vi)
through October 5, 2001.
Exhibit 21 Purchases of Common Stock from October 9, 2001 11
through November 23, 2001.
(i) Previously filed as an Exhibit to the Schedule 13D on December 20,
1989.
(ii) Previously filed as an Exhibit to Amendment No. 2 to the Schedule 13D
on September 17, 1990.
(iii) Previously filed as an Exhibit to Amendment No. 3 to the Schedule 13D
on March 15, 1991.
(iv) Previously filed as an Exhibit to Amendment No. 4 to the Schedule 13D
on July 16, 1991.
(v) Previously filed as an Exhibit to Amendment No. 5 to the Schedule 13D
on December 15, 2000.
(vi) Previously filed as an Exhibit to Amendment No. 6 to the Schedule 13D
on October 9, 2001.