-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PtHPbmQNpUAsr5ilO+95+1NlPFxw/P0s+PA2Yb2+rc2x7RdGUdAlfOGtOinjQswq fhAZ7xxscAJguD+KWU2jSA== 0000903423-04-000921.txt : 20041007 0000903423-04-000921.hdr.sgml : 20041007 20041007104420 ACCESSION NUMBER: 0000903423-04-000921 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041007 DATE AS OF CHANGE: 20041007 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ECOLAB INC CENTRAL INDEX KEY: 0000031462 STANDARD INDUSTRIAL CLASSIFICATION: SOAP, DETERGENT, CLEANING PREPARATIONS, PERFUMES, COSMETICS [2840] IRS NUMBER: 410231510 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30248 FILM NUMBER: 041069497 BUSINESS ADDRESS: STREET 1: ECOLAB CTR STREET 2: 370 WABASHA ST NORTH CITY: ST PAUL STATE: MN ZIP: 55102 BUSINESS PHONE: 6512932233 MAIL ADDRESS: STREET 1: 370 WABASHA ST NORTH CITY: ST. PAUL STATE: MN ZIP: 55102 FORMER COMPANY: FORMER CONFORMED NAME: ECONOMICS LABORATORY INC DATE OF NAME CHANGE: 19861203 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HENKEL KGAA /NEW/ CENTRAL INDEX KEY: 0001098789 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 67 HENKELSTRASSE D-40191 CITY: DUSSELDORF GERMANY BUSINESS PHONE: 011492117973533 MAIL ADDRESS: STREET 1: 67 HENKELSTRASSE D-40191 CITY: DUSSELDORF GERMANY SC 13D/A 1 henkelecolab13da11_1006.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* 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 6, 2004 ---------------------------------------------------------------------- (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. 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 ss. 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. 11 (this "Amendment") amends and supplements the Schedule 13D filed on December 20, 1989, as previously amended (the "Schedule 13D"), of Henkel KGaA ("KGaA"), HC Investments, Inc. ("HCI") and Henkel Chemie Verwaltungsgesellschaft mbH ("Chemie"), 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. ---------------------- In connection with its recent acquisition of The Dial Corporation ("Dial"), Henkel announced that it intended to sell a significant portion or all of its holdings of Common Stock or of its holdings of shares of common stock of The Clorox Company ("Clorox") (or a combination of both) in connection with the refinancing of debt incurred to facilitate its acquisition of Dial. On October 6, 2004, KGaA and HCI entered into a share exchange agreement with Clorox, pursuant to which, upon satisfaction of certain closing conditions, HCI will exchange all of its shares of common stock of Clorox for all of the stock of a to-be-formed wholly-owned subsidiary of Clorox ("Splitco"). At the time of the exchange, Splitco will hold certain operating businesses of Clorox, Clorox's equity interests in Henkel Iberica, S.A. and approximately $2.1 billion in cash. The exchange is subject to certain closing conditions, including antitrust clearance and receipt of final tax opinions. If the share exchange transaction between HCI and Clorox is consummated, Henkel currently believes that it will have taken sufficient steps to refinance the debt incurred in the acquisition of Dial, and expects that it would not determine to sell any shares of Common Stock. In that event, Henkel would continue to hold its shares of Common Stock as a long-term minority investor in the Company. However, Henkel would intend 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 either 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: October 6, 2004 Henkel KGaA By: /s/ Franz-Josef Acher ---------------------------------------- Franz-Josef Acher General Counsel By: /s/ Thomas-Gerd Kuhn ---------------------------------------- Thomas-Gerd Kuhn Associate General Counsel HC Investments, Inc. By: /s/ Brian Friend ---------------------------------------- Brian Friend Vice President Henkel Chemie Verwaltungsgesellschaft mbH By: /s/ Thomas-Gerd Kuhn ---------------------------------------- Thomas-Gerd Kuhn General Manager By: /s/ Michael J. Schmitt ---------------------------------------- Michael J. Schmitt Authorized Representative Exhibit Index ------------- Exhibit 1 Stock Purchase Agreement by and among HC Investments, Inc., Henkel (i) KGaA and Ecolab Inc. dated as of December 11, 1989 Exhibit 2 Amendment No. 1 to Stock Purchase Agreement by and among HC (i) Investments, Inc., Henkel KGaA and Ecolab Inc. dated as of December 11, 1989 Exhibit 3 Confidentiality Agreement between Henkel KGaA and Ecolab Inc. (i) dated November 13, 1989 Exhibit 4 Press Release issued by Ecolab Inc. and Henkel KGaA on December (i) 11, 1989 Exhibit 5 Amendment No. 2 to Stock Purchase Agreement by and among HC (ii) 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. (ii) dated as of September 11, 1990 Exhibit 7 Joint Venture Agreement by and between Henkel KGaA and Ecolab Inc. (ii) dated as of September 11, 1990 Exhibit 8 Stockholder's Agreement between Henkel KGaA and Ecolab Inc. dated (ii) as of September 11, 1990 Exhibit 9 Amendment No. 3 to Stock Purchase Agreement by and among HC (iii) 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 (iii) KGaA and Ecolab Inc. dated as of March 8, 1991 Exhibit 11 First Amendment to the Joint Venture Agreement by and between (iii) Henkel KGaA and Ecolab Inc. dated as of March 8, 1991 Exhibit 12 First Amendment to the Stockholder's Agreement between Henkel KGaA (iii) and Ecolab Inc. dated as of March 8, 1991 Exhibit 13 Amended and Restated Umbrella Agreement by and between Henkel KGaA (iv) and Ecolab Inc. dated as of June 26, 1991 Exhibit 14 Amended and Restated Joint Venture Agreement by and between Henkel (iv) KGaA and Ecolab Inc. dated as of June 26, 1991 Exhibit 15 Amended and Restated Stockholder's Agreement between Henkel KGaA (iv) and Ecolab Inc. dated as of June 26, 1991 Exhibit 16 Press Release issued by Ecolab Inc. and Henkel KGaA on July 11, (iv) 1991 Exhibit 17 Amendment No. 1 to Amended and Restated Stockholder's Agreement (v) between Henkel KGaA and Ecolab Inc. dated as of June 30, 2000 Exhibit 18 Master Agreement, dated as of December 7, 2000, between Ecolab (v) Inc. and Henkel KGaA Exhibit 19 Form of Amended Stockholder's Agreement (v) Exhibit 20 Purchases of Common Stock from December 14, 2000 through October (vi) 5, 2001 Exhibit 21 Purchases of Common Stock from October 9, 2001 through November (vii) 23, 2001 Exhibit 22 Agreement to be Bound by Chemie dated as of December 31, 2002 (viii)
- ------------ (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. (viii) Previously filed as an Exhibit to Amendment No. 9 to the Schedule 13D on January 8, 2003 -----END PRIVACY-ENHANCED MESSAGE-----