SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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 30, 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).
This Amendment No. 8 (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 4. Purpose of Transaction.
On November 30, 2001, Henkel and Ecolab completed the Proposed Sale. In
connection with the closing of the Proposed Sale, the parties executed the
Proposed Amended Stockholder's Agreement, in the form previously filed as an
Exhibit to, and described in, Amendment No. 5 to the Schedule 13D (which shall
be referred to as the "Amended Stockholder's Agreement").
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 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 Amended
Stockholder's Agreement 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.
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: December 3, 2001
Henkel KGaA
By: /s/ Dr. 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
Exhibit 1 Stock Purchase Agreement by and among HC
Investments, Inc., Henkel KGaA and Ecolab Inc. dated
as of December 11, 1989 (i)
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 (i)
Exhibit 3 Confidentiality Agreement between Henkel KGaA and
Ecolab Inc. dated November 13, 1989 (i)
Exhibit 4 Press Release issued by Ecolab Inc. and Henkel KGaA
on December 11, 1989 (i)
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 (ii)
Exhibit 6 Umbrella Agreement by and between Henkel KGaA and
Ecolab Inc. dated as of September 11, 1990 (ii)
Exhibit 7 Joint Venture Agreement by and between Henkel KGaA
and Ecolab Inc. dated as of September 11, 1990 (ii)
Exhibit 8 Stockholder's Agreement between Henkel KGaA and
Ecolab Inc. dated as of September 11, 1990 (ii)
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 (iii)
Exhibit 10 First Amendment to the Umbrella Agreement by and
between Henkel KGaA and Ecolab Inc. dated as of
March 8, 1991 (iii)
Exhibit 11 First Amendment to the Joint Venture Agreement by
and between Henkel KGaA and Ecolab Inc. dated as of
March 8, 1991 (iii)
Exhibit 12 First Amendment to the Stockholder's Agreement
between Henkel KGaA and Ecolab Inc. dated as of
March 8, 1991 (iii)
Exhibit 13 Amended and Restated Umbrella Agreement by and
between Henkel KGaA and Ecolab Inc. dated as of June
26, 1991 (iv)
Exhibit 14 Amended and Restated Joint Venture Agreement by and
between Henkel KGaA and Ecolab Inc. dated as of June
26, 1991 (iv)
Exhibit 15 Amended and Restated Stockholder's Agreement between
Henkel KGaA and Ecolab Inc. dated as of June 26,
1991 (iv)
Exhibit 16 Press Release issued by Ecolab Inc. and Henkel KGaA
on July 11, 1991 (iv)
Exhibit 17 Amendment No. 1 to Amended and Restated
Stockholder's Agreement between Henkel KGaA and
Ecolab Inc. dated as of June 30, 2000 (v)
Exhibit 18 Master Agreement, dated as of December 7, 2000,
between Ecolab Inc. and Henkel KGaA (v)
Exhibit 19 Form of Second Amended and Restated Stockholder's
Agreement (v)
Exhibit 20 Purchases of Common Stock from December 14, 2000
through October 5, 2001 (vi)
Exhibit 21 Purchases of Common Stock from October 9, 2001
through November 23, 2001 (vii)
(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.
(vii) Previously filed as an Exhibit to Amendment No. 7 to the Schedule 13D on
November 26, 2001.