SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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)
December 31, 2002
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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 Sections 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
----------------------
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
NUMBER OF SHARES 0
BENEFICIALLY OWNED BY
EACH REPORTING 8 SHARED VOTING POWER
PERSON 36,346,276
WITH
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
36,346,276
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,346,276
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.1%
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
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
NUMBER OF SHARES 0
BENEFICIALLY OWNED BY
EACH REPORTING 8 SHARED VOTING POWER
PERSON 14,666,664
WITH
9 SOLE DISPOSITIVE POWER
0
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)
11.3%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
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CUSIP No. 278865100
----------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Henkel Chemie Verwaltungsgesellschaft mbH
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
Germany
7 SOLE VOTING POWER
NUMBER OF SHARES 0
BENEFICIALLY OWNED BY
EACH REPORTING 8 SHARED VOTING POWER
PERSON 21,679,612
WITH
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
21,679,612
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,679,612
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.7%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 9 (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.
-----------------------
The Schedule 13D is now filed also by Henkel Chemie
Verwaltungsgesellschaft mbH ("Chemie"), organized under the laws of Germany and
a wholly-owned direct subsidiary of KGaA. The principal executive offices of
Chemie are located at 67 Henkelstrasse, 40191 Dusseldorf, Germany. Chemie is a
holding company, the principal business of which is holding the shares of Common
Stock described in this Amendment.
The names, addresses, occupations and citizenship of the executive
officers and members of the board of directors, or equivalent body, of each of
KGaA, HCI and Chemie are set forth in Schedule I hereto. None of KGaA, HCI,
Chemie or, to the best of their knowledge, 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.
----------------------
Effective December 31, 2002, KGaA transferred the 21,679,612 shares of
Common Stock it previously held directly to Chemie for KGaA's internal
organizational purposes. There was no other change to KGaA's plans or intentions
with respect to, or relationship with, Ecolab.
In connection with the transfer, Chemie executed an Agreement to be
Bound, dated as of December 31, 2002, in which it agreed to be bound by 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.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a)-(b) At the date hereof, in the aggregate, the 36,346,276 shares of
Common Stock owned by KGaA, HCI and Chemie represent approximately 28.1% of the
129,566,265 shares of Common Stock reported by Ecolab in its Quarterly Report on
Form 10-Q to be outstanding as of October 31, 2002.
Of that total, HCI directly beneficially owns 14,666,664 shares of
Common Stock (approximately 11.3% 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 Amended
Stockholder's Agreement).
Chemie directly beneficially owns the remaining 21,679,612 shares of
Common Stock (approximately 16.7% of such total). Chemie and, by virtue of its
direct control of Chemie, 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).
(c) Except for the transfer by KGaA to Chemie described herein, no
transactions in shares of Common Stock were effected during the past 60 days by
Chemie, 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 Schedule I.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
------------------------------------------------------
As noted above, Chemie executed an Agreement to be Bound in which it
agreed to be bound by the Amended Stockholder's Agreement. A copy of the
Agreement to be Bound is attached as Exhibit 22 to this Amendment and is
incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
---------------------------------
Exhibit 22 Agreement to be Bound by Chemie dated as of December 31, 2002.
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: January 8, 2003
Henkel KGaA
By: /s/ Lothar Steinebach
----------------------------
Lothar Steinebach
Corporate Vice President,
Finance & Controlling
By: /s/ Heinz Nicolas
----------------------------
Heinz Nicolas
Senior Corporate Counsel
HC Investments, Inc.
By: /s/ James E. Ripka
----------------------------
James E. Ripka
President
Henkel Chemie Verwaltungsgesellschaft mbH
By: /s/ Thomas Gerd Kuhn
----------------------------
Thomas Gerd Kuhn
General Manager
By: /s/ Matthias Schmidt
----------------------------
Matthias Schmidt
General Manager
Exhibit Index
-------------
Exhibit 1 Stock Purchase Agreement by and among HC Investments, Inc., (i)
Henkel 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 (ii)
Ecolab Inc. dated as of September 11, 1990
Exhibit 8 Stockholder's Agreement between Henkel KGaA and Ecolab Inc. (ii)
dated 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 (iii)
Henkel 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 (iii)
KGaA and Ecolab Inc. dated as of March 8, 1991
Exhibit 13 Amended and Restated Umbrella Agreement by and between Henkel (iv)
KGaA and Ecolab Inc. dated as of June 26, 1991
Exhibit 14 Amended and Restated Joint Venture Agreement by and between (iv)
Henkel KGaA and Ecolab Inc. dated as of June 26, 1991
Exhibit 15 Amended and Restated Stockholder's Agreement between Henkel (iv)
KGaA and Ecolab Inc. dated as of June 26, 1991
Exhibit 16 Press Release issued by Ecolab Inc. and Henkel KGaA on (iv)
July 11, 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 (vi)
October 5, 2001
Exhibit 21 Purchases of Common Stock from October 9, 2001 through (vii)
November 23, 2001
Exhibit 22 Agreement to be Bound by Chemie dated as of December 31, 2002 20
(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.
Schedule 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 of
The Triad, Suite 200 Directors and President of HCI
2200 Renaissance Boulevard
Gulph Mills, PA 19406
Mr. Kenneth R. Pina Senior Vice President, Chief Legal Officer and
Henkel Corporation Secretary of Henkel Corporation; Secretary of HCI
The Triad, Suite 200
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; Director
Henkel Corporation and Vice President, Finance of HCI
The Triad, Suite 200
2200 Renaissance Boulevard
Gulph Mills, PA 19406
Mr. David M. Landis, Jr. Assistant Treasurer of Henkel Corporation;
Henkel Corporation Director and Vice President and Treasurer of HCI
The Triad, Suite 200
2200 Renaissance Boulevard
Gulph Mills, PA 19406
Mr. Adam R. Vogelsong Account Manager, Corporate, Financial Services
Wilmington Trust Company Department, Wilmington Trust Company; Director and
1105 North Market Street Assistant Treasurer of HCI
Suite 1300
Wilmington, DE 19899
Mr. Gregory Gaglione Associate General Counsel and Assistant Secretary
Henkel Corporation of Henkel Corporation; Assistant Secretary of HCI
The Triad, Suite 200
2200 Renaissance Boulevard
Gulph Mills, PA 19406
Mr. Kevin Chu Assistant General Counsel of Henkel Corporation;
Henkel Corporation Assistant Secretary of HCI
The Triad, Suite 200
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, Mr. Linder and Dr. Morwind, who are citizens of the Republic of
Austria, 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
Dr. Simone Bagel-Trah Biologist
Beethovenstrasse 62
53115 Bonn
Germany
Dr. Ulrich Cartellieri Member of the Supervisory Board
Deutsche Bank AG of Deutsche Bank AG
D-60262 Frankfurt
Germany
Mr. Hans Dietrichs Member of the Works Council of
Ziegeleistrasse 56 Henkel Genthin GmbH
39307 Genthin
Germany
Mr. Benedikt-Joachim Freiherr Forester
von Herman
Obere Dorfstrasse 1
88489 Wain
Germany
Mr. Bernd Hinz Member 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
Potstiege 56 and 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 Banker
Wolfgangweg 17
CH-9014 St. Gallen
Switzerland
Mr. Michael Vassiliadis Executive Secretary of IG Bergbau,
Konigsworther Platz 6 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. Jurgen Walter Member of the Executive Committee of
c/o IG Bergbau, Chemie, Energie IG Bergbau, Chemie, Energie (German Mining,
Konigsworther Platz 6 Chemicals and Energy Trade Union)
30167 Hannover
Germany
Mrs. Brigitte Weber Member of the Works Council of KGaA
Pestalozzistrasse 12
40764 Langenfeld
Germany
Name and Address Present Principal Occupation or Employment
---------------- ------------------------------------------
Supervisory Board: (continued)
------------------
Dr. Anneliese Wilsch-Irrgang Chairman of the Management Personnel
Flotowstrasse 2a Representatives of KGaA
40593 Dusseldorf
Germany
Mr. Winfried Zander Chairman of the Works Council of KGaA and
Henkelstrasse 67 Vice Chairman of the Supervisory Board
40191 Dusseldorf
Germany
Mr. Rolf Zimmermann Member of the Works Council of KGaA
Halbuschstrasse 122
40591 Dusseldorf
Germany
Board of Management:
-------------------
Prof. Dr. Ulrich Lehner President and Chief Executive Officer and
Henkelstrasse 67 Chairman of the Board of Management of
40191 Dusseldorf KGaA
Germany
Mr. Guido de Keersmaecker Executive Vice President-Technologies of
Henkelstrasse 67 KGaA
40191 Dusseldorf
Germany
Dr. Jochen Krautter Executive Vice President-Finance of KGaA
Henkelstrasse 67
40191 Dusseldorf
Germany
Mr. Alois Linder Executive Vice President-Consumer and
Henkelstrasse 67 Craftsmen Adhesives of KGaA
40191 Dusseldorf
Germany
Dr. Klaus Morwind Executive Vice President-Laundry & Home
Henkelstrasse 67 Care of KGaA
40191 Dusseldorf
Germany
Name and Address Present Principal Occupation or Employment
---------------- ------------------------------------------
Board of Management: (continued)
--------------------
Prof. Dr. Uwe Specht Executive Vice President- Cosmetics/
Henkelstrasse 67 Toiletries of KGaA
40191 Dusseldorf
Germany
Mr. Knut Weinke Executive Vice President-Human Resources/
Henkelstrasse 67 Logistics of KGaA
40191 Dusseldorf
Germany
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 of
Germany KGaA
Dr. Paul Achleitner Member of the Board of Allianz AG
Konigsstrasse 28
80802 Munchen
Germany
Mr. Stefan Hamelmann Independent Entrepreneur
Hebbelstrasse 13
40237 Dusseldorf
Germany
Dr. h.c. Ulrich Hartmann President and Chief Executive Officer of
Bennigsenplatz 1 E.ON AG
40474 Dusseldorf
Germany
Christoph Henkel Independent Entrepreneur and Business
Henkelstrasse 67 Executive; Vice Chairman of the
40191 Dusseldorf Shareholders' Committee of KGaA
Germany
Dr. Jurgen Manchot Chemist
Henkelstrasse 67
40191 Dusseldorf
Germany
Name and Address Present Principal Occupation or Employment
---------------- ------------------------------------------
Shareholders' Committee: (continued)
------------------------
Dr. Christa Plichta Physician
Chemin Colladon 22
CH-1209 Geneve
Switzerland
Mr. Burkhard Schmidt Managing Director of Jahr Holding GmbH &
Stubbenhuk 7 Co KG
20459 Hamburg
Germany
Karel Vuursteen Member of the Board of Management of
Dijsselhofplantsoen 10 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
Officers and Directors of Henkel Chemie Verwaltungsgesellschaft mbH
-------------------------------------------------------------------
The following table sets forth the name, business address (except as
noted), position with Chemie and present principal occupation of each director,
executive officer and controlling person of Chemie. Each individual listed below
is a citizen of Germany.
Name and Address Present Principal Occupation or Employment
---------------- ------------------------------------------
Thomas Gerd Kuhn Senior Corporate Counsel of KGaA; General
Henkelstrasse 67 Manager of Chemie
40191 Dusseldorf
Germany
Dr. Matthias Schmidt Vice President, Accounting of KGaA; General
Henkelstrasse 67 Manager of Chemie
40191 Dusseldorf
Germany