SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
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 LLP
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)
September 21, 2005
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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 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).
SCHEDULE 13D
CUSIP No. 278865100
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
43,359,224
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING 29,333,328
PERSON
WITH 9 SOLE DISPOSITIVE POWER
43,359,224
10 SHARED DISPOSITIVE POWER
29,333,328
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,629,552
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.4
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 278865100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Henkel Corporation
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 OWNED BY
EACH REPORTING 29,333,328
PERSON
WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
29,333,328
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,333,328
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. 13 (this "Amendment") amends and
supplements the Schedule 13D filed on December 20, 1989, as previously amended
(the "Schedule 13D"), of Henkel KGaA ("KGaA" and, together with its affiliates,
"The Henkel Group") and HC Investments, Inc., 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.
-----------------------
The Schedule 13D is now no longer filed by Henkel Chemie
Verwaltungsgesellschaft mbH ("Chemie"). As described in this Amendment,
effective September 21, 2005, Chemie transferred back to KGaA the 43,359,224
shares of Common Stock it previously held and no longer holds any interest in
the Common Stock.
The names, addresses, occupations and citizenship of the
executive officers and members of the board of directors, or equivalent body, of
each of KGaA and Henkel Corporation are set forth in Schedule I hereto. None of
KGaA, Henkel Corporation or, to the best of their knowledge, Henkel of America,
Inc. or any of the persons listed on Schedule 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 4. Purpose of Transaction.
----------------------
As noted above, effective September 21, 2005, Chemie
transferred all 43,359,224 shares of Common Stock it previously held to KGaA.
The transfer was effected for internal organizational purposes of the The Henkel
Group. There is no change to the plans or intentions of KGaA and its respective
subsidiaries with respect to Ecolab, and no other change occurred in the
relationship of any member of The Henkel Group with Ecolab.
In August 2005, Jochen Krautter retired from the Ecolab Board.
In accordance with the Amended Stockholder's Agreement, Kasper Rorsted,
Executive Vice President for Human Resources, Logistics, Information
Technologies and Infrastructure Services of KGaA, was appointed to the Ecolab
Board. Currently, Ulrich Lehner, Stefan Hamelmann and Mr. Rorsted serve as
members of the Ecolab Board pursuant to the Amended Stockholder's Agreement.
KGaA 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, KGaA's overall relationship with
Ecolab, and other general market and investment conditions, KGaA 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, KGaA and Henkel Corporation have
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 72,692,552
shares of Common Stock owned by KGaA and Henkel Corporation represent
approximately 28.4% of the 255,748,469 shares of Common Stock reported by Ecolab
in its Quarterly Report on Form 10-Q to be outstanding as of July 31, 2005.
Of that total, Henkel Corporation directly beneficially owns
29,333,328 shares of Common Stock (approximately 11.5% of such total). Henkel
Corporation and, by virtue of its indirect control of Henkel Corporation, KGaA
share the power to vote and the power to dispose of these shares of Common Stock
(subject to the provisions of the Amended Stockholder's Agreement).
KGaA directly beneficially owns the remaining 43,359,224
shares of Common Stock (approximately 16.9% of such total). KGaA has the sole
power to vote and to dispose of these shares of Common Stock (subject to the
provisions of the Amended Stockholder's Agreement).
(c) Except for the transfer of Common Stock by Chemie to KGaA
as described herein, no transactions in shares of Common Stock were effected
during the past 60 days by Chemie, Henkel Corporation or KGaA, or, to the best
of their knowledge, by Henkel of America, Inc. or any of the other persons
listed on Schedule I.
Signature
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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: September 23, 2005
Henkel KGaA
By: /s/ Thomas Gerd Kuhn
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Thomas Gerd Kuhn
Associate General Counsel
By: /s/ Joachim Jackle
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Dr. Joachim Jackle
VP Corporate Finance
Henkel Corporation
By: /s John E. Knudson
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John E. Knudson
President, Chief Financial Officer
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)
Exhibit 23 Agreement to be Bound by Henkel Corporation dated as of December (ix)
15, 2004
(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.
(ix) Previously filed as an Exhibit to Amendment No. 12 to the Schedule 13D on
February 1, 2005.
Schedule I
Officers and Directors of Henkel Corporation
--------------------------------------------
The following table sets forth the name, business address,
position with Henkel Corporation and present principal occupation of each
director and executive officer of Henkel Corporation. Except as set out below,
each individual listed below is a citizen of the United States.
Position with Henkel Corporation and Present
Name and Address Principal Occupation or Employment
---------------- ----------------------------------
Dr. Jochen Krautter Chairman of the Board of Henkel
Henkelstrasse 67 Corporation; Executive Vice President-
40191 Dusseldorf Technologies of KGaA
Germany
Citizen of Germany
Mr. Julian Colquitt Director of Henkel Corporation;
Henkel Corporation President, TI of Henkel Corporation
1001 Trout Brook Crossing
Rocky Hill, CT 06067
Mr. John Kahl Director of Henkel Corporation;
Henkel Consumer Adhesives, Inc. President, Henkel Consumer Adhesives
32150 Just Imagine Drive of Henkel Corporation
Avon, Ohio 44011-1355
Mr. John E. Knudson Director, President, Chief Financial
Henkel Corporation Officer of Henkel Corporation
The Triad, Suite 200
2200 Renaissance Boulevard
Gulph Mills, PA 19406
Mr. Gerald E. Kohlsmith Director of Henkel Corporation;
Henkel Corporation President, TT of Henkel Corporation
The Triad, Suite 200
2200 Renaissance Boulevard
Gulph Mills, PA 19406
Mr. Alois Linder Director of Henkel Corporation;
Henkelstrasse 67 Executive Vice President-Consumer
40191 Dusseldorf and Craftsmen Adhesives of KGaA
Germany
Citizen of Austria
Mr. Raymond C. Alfisi Vice President, Information Technology
Henkel Corporation of Henkel Corporation
The Triad, Suite 200
2200 Renaissance Boulevard
Gulph Mills, PA 19406
Mr. Daniel J. Corcoran Assistant Treasurer of Henkel
Henkel Corporation Corporation
The Triad, Suite 200
2200 Renaissance Boulevard
Gulph Mills, PA 19406
Mr. Peter G. Dowling President, TO Americas of Henkel
Henkel Corporation Corporation
1001 Trout Brook Crossing
Rocky Hill, CT 06067
Ms. Christel Emerson Trademark Counsel, Assistant General
Henkel Corporation Counsel and Assistant Secretary of
The Triad, Suite 200 Henkel Corporation
2200 Renaissance Boulevard
Gulph Mills, PA 19406
Mr. Brian Friend Assistant Secretary of Henkel
Henkel Corporation Corporation
The Triad, Suite 200
2200 Renaissance Boulevard
Gulph Mills, PA 19406
Mr. Gregory Gaglione Associate General Counsel and
Henkel Corporation Assistant Secretary of Henkel
The Triad, Suite 200 Corporation
2200 Renaissance Boulevard
Gulph Mills, PA 19406
Mr. Stephen D. Harper Assistant General Counsel, Chief
Henkel Corporation Patent Counsel and Assistant
The Triad, Suite 200 Secretary of Henkel Corporation
2200 Renaissance Boulevard
Gulph Mills, PA 19406
Mr. Klaus Kirchmayr Vice President-Corporate Purchasing
Henkel Corporation Americas of Henkel Corporation
1345 Gasket Drive
Elgin, Illinois 60120
Mr. Jeffrey C. Piccolomini Senior Vice President, Finance of
Henkel Corporation Henkel Corporation
The Triad, Suite 200
2200 Renaissance Boulevard
Gulph Mills, PA 19406
Mr. Kenneth R. Pina Senior Vice President, Chief Legal
Henkel Corporation Officer and Secretary of Henkel
The Triad, Suite 200 Corporation
2200 Renaissance Boulevard
Gulph Mills, PA 19406
Mr. John P. Preysner, Jr. Associate General Counsel and
Henkel Corporation Assistant Secretary of Henkel
1001 Trout Brook Crossing Corporation
Rocky Hill, CT 06067
Mr. William B. Read Senior Vice President, Human Resources
Henkel Corporation of Henkel Corporation
The Triad, Suite 200
2200 Renaissance Boulevard
Gulph Mills, PA 19406
Mr. James E. Ripka Vice President, Treasurer of Henkel
Henkel Corporation Corporation
The Triad, Suite 200
2200 Renaissance Boulevard
Gulph Mills, PA 19406
Mr. Patrick Trippel President, TTE of Henkel Corporation
Henkel Corporation
15350 Barrance Parkway
Irvine, CA 92618
Officers and Directors of Henkel KGaA
-------------------------------------
The following table sets forth the name, business address, and
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. Linder who is a citizen of the Republic of
Austria, Mr. Van Bylen, who is a citizen of Belgium, and Mr. Vuursteen, who is a
citizen of The Netherlands.
Name and Address Present Principal Occupation or Employment
---------------- ------------------------------------------
Supervisory Board:
-----------------
Mr. Albrecht Woeste Owner of R. Woeste GmbH & Co. KG and
Henkelstrasse 67 Chairman of the Supervisory Board and
40191 Dusseldorf Chairman of the Shareholders' Committee
Germany of KGaA
Mr. Winfried Zander Vice Chairman of the Supervisory Board and
Henkelstrasse 67 Chairman of the Works Council of KGaA
40191 Dusseldorf
Germany
Dr. Friderike Bagel Attorney at Law/Tax Advisor
Henkelstrasse 67
40191 Dusseldorf
Germany
Mr. Engelbert Bassler Member of the Works Council of KGaA
Bungerstrasse 18
40597 Dusseldorf
Germany
Mr. Hans Dietrichs Chairman of the Works Council of Henkel
Ziegeleistrasse 56 Genthin GmbH
39307 Genthin
Germany
Mr. Benedikt-Joachim Freiherr
von Herman Forester
Henkelstrasse 67
40191 Dusseldorf
Germany
Mr. Bernd Hinz Vice Chairman of the Works Council of KGaA
Rheinstrasse 48
51371 Leverkusen
Germany
Name and Address Present Principal Occupation or Employment
---------------- ------------------------------------------
Supervisory Board: (continued)
-----------------
Prof. Dr. Dr. h.c. Heribert Meffert Professor at the University of Munster and
Potstiege 56 Former Director of the Institute for
48161 Munster Marketing; Chairman of the Executive
Germany Board of the Bertelsmann Foundation
Mrs.Andrea Pichottka Head of Organization/Marketing Department
Konigsworther Platz 6 of IG Bergbau, Chemie, Energie (German
30167 Hannover Mining, Chemicals and Energy Trade Union)
Germany
Prof. Dr. Dr. h.c. Heinz Riesenhuber Former Federal Minister for Research and
Bundesforschungsminister a.D. Technology
Deutscher Bundestag
Platz der Republik 1
11011 Berlin
Germany
Mr. Heinrich Thorbecke Private Investor
Henkelstrasse 67
40191 Dusseldorf
Germany
Mr. Michael Vassiliadis Member of the Executive Committee of IG
Konigsworther Platz 6 Bergbau, Chemie, Energie (German Mining,
30167 Hannover Chemicals and Energy Trade Union)
Germany
Mr. Bernhard Walter Former Chairman of the Board of Managing
60301 Frankfurt Directors of Dresdner Bank AG
Germany
Mr. Werner Wenning Chairman of the Executive Board of Bayer
51368 Leverkusen AG
Germany
Dr. Anneliese Wilsch-Irrgang Chairman of the Management Personnel
Flotowstrasse 2a Representatives of KGaA
40593 Dusseldorf
Germany
Name and Address Present Principal Occupation or Employment
---------------- ------------------------------------------
Supervisory Board: (continued)
-----------------
Mr. Rolf Zimmermann Member of the Works Council of KGaA
Halbuschstrasse 122
40591 Dusseldorf
Germany
Management Board:
----------------
Prof. Dr. Ulrich Lehner Chairman of the Management Board of KGaA
Henkelstrasse 67
40191 Dusseldorf
Germany
Dr. Jochen Krautter Executive Vice President-Technologies of
Henkelstrasse 67 KGaA
40191 Dusseldorf
Germany
Mr. Alois Linder Executive Vice President-Consumer and
Henkelstrasse 67 Craftsmen Adhesives of KGaA
40191 Dusseldorf
Germany
Mr. Kasper Rorsted Executive Vice President-Human Resources,
Henkelstrasse 67 Logistics, Information Technologies and
40191 Dusseldorf Infrastructure Services of KGaA
Germany
Dr. Friedrich Stara Executive Vice President-Laundry & Home
Henkelstrasse 67 Care of KGaA
40191 Dusseldorf
Germany
Dr. Lothar Steinebach Executive Vice President and Chief
Henkelstrasse 67 Financial Officer of KGaA
40191 Dusseldorf
Germany
Mr. Hans Van Bylen Executive Vice President- Cosmetics/
Henkelstrasse 67 Toiletries of KGaA
40191 Dusseldorf
Germany
Name and Address Present Principal Occupation or Employment
---------------- ------------------------------------------
Shareholders' Committee:
-----------------------
Mr. Albrecht Woeste Owner of R. Woeste GmbH & Co. KG and
Henkelstrasse 67 Chairman of the Supervisory Board and
40191 Dusseldorf Chairman of the Shareholders' Committee
Germany of KGaA
Mr. Stefan Hamelmann Vice Chairman of the Shareholders'
Henkelstrasse 67 Committee of KGaA; Private Investor
40191 Dusseldorf
Germany
Christoph Henkel Vice Chairman of the Shareholders'
Henkelstrasse 67 Committee of KGaA; Independent
40191 Dusseldorf Entrepreneur and Business Executive
Germany
Dr. Paul Achleitner Member of the Board of Allianz AG
Konigsstrasse 28
80802 Munchen
Germany
Dr. Simone Bagel-Trah Private Investor
Henkelstrasse 67
40191 Dusseldorf
Germany
Dr. h.c. Ulrich Hartmann Chairman of the Supervisory Board of
E.ON-Platz 1 E.ON AG
40479 Dusseldorf
Germany
Mr. Burkhard Schmidt Managing Director of Jahr
Stubbenhuk 7 Vermogensverwaltung GmbH & Co. KG
20459 Hamburg
Germany
Mr. Konstantin von Unger Founding Partner, Blue Corporate Finance
Henkelstrasse 67
40191 Dusseldorf
Germany
Name and Address Present Principal Occupation or Employment
---------------- ------------------------------------------
Shareholders' Committee: (continued)
-----------------------
Mr. Karel Vuursteen Former Chairman of the Board of Management
Dijsselhofplantsoen 10 of Heineken Holding N.V.
NL-1077 BL Amsterdam
The Netherlands
Dr. Hans-Dietrich Winkhaus Former President and Chief Executive
Henkelstrasse 67 Officer of KGaA
40191 Dusseldorf
Germany