SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
Ecolab Inc.
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
278865100
(CUSIP Number)
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William A. Groll, Esq. Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza 212-225-2000 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 27, 2008
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 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).
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This Amendment No. 15 (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 Henkel Corporation (as successor by merger to 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.
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Item 2. |
Identity and Background. |
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.
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Item 4. |
Purpose of Transaction. |
On February 27, 2008, KGaA issued a press release, attached as Exhibit 24 and incorporated by reference in its entirety, in which it announced its intention to undertake the divestiture of all or part of its stake in Ecolab. No final decision has been taken at this time as to the size, the timing and the method of any such divestiture, which would be carried out in accordance with the Stockholder’s Agreement. Neither the press release nor this amendment is intended as, nor shall either constitute, an offer of any shares of Common Stock.
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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.
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Item 7. |
Material to be filed as Exhibits. |
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Exhibit 24 |
Press release issued by Henkel KGaA on February 27, 2008 |
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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: February 27, 2008
Henkel KGaA
By: /s/ Thomas Gerd Kühn
Name: Thomas Gerd Kühn
Title: General Counsel
By: /s/ Heinz Nicolas
Name: Heinz Nicolas
Title: Senior Corporate Counsel
Henkel Corporation
By: /s/ Paul R. Berry
Name: Paul R. Berry
Title: Senior Vice President and
Chief Legal Officer
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Exhibit Index
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Exhibit 1 |
Stock Purchase Agreement by and among HC Investments, Inc., Henkel KGaA and Ecolab Inc. dated as of December 11, 1989 |
(i) |
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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) |
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Exhibit 3 |
Confidentiality Agreement between Henkel KGaA and Ecolab Inc. dated November 13, 1989 |
(i) |
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Exhibit 4 |
Press Release issued by Ecolab Inc. and Henkel KGaA on December 11, 1989 |
(i) |
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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) |
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Exhibit 6 |
Umbrella Agreement by and between Henkel KGaA and Ecolab Inc. dated as of September 11, 1990 |
(ii) |
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Exhibit 7 |
Joint Venture Agreement by and between Henkel KGaA and Ecolab Inc. dated as of September 11, 1990 |
(ii) |
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Exhibit 8 |
Stockholder’s Agreement between Henkel KGaA and Ecolab Inc. dated as of September 11, 1990 |
(ii) |
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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) |
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Exhibit 10 |
First Amendment to the Umbrella Agreement by and between Henkel KGaA and Ecolab Inc. dated as of March 8, 1991 |
(iii) |
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Exhibit 11 |
First Amendment to the Joint Venture Agreement by and between Henkel KGaA and Ecolab Inc. dated as of March 8, 1991 |
(iii) |
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Exhibit 12 |
First Amendment to the Stockholder’s Agreement between Henkel KGaA and Ecolab Inc. dated as of March 8, 1991 |
(iii) |
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Exhibit 13 |
Amended and Restated Umbrella Agreement by and between Henkel KGaA and Ecolab Inc. dated as of June 26, 1991 |
(iv) |
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Exhibit 14 |
Amended and Restated Joint Venture Agreement by and between Henkel KGaA and Ecolab Inc. dated as of June 26, 1991 |
(iv) |
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Exhibit 15 |
Amended and Restated Stockholder’s Agreement between Henkel KGaA and Ecolab Inc. dated as of June 26, 1991 |
(iv) |
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Exhibit 16 |
Press Release issued by Ecolab Inc. and Henkel KGaA on July 11, 1991 |
(iv) |
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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) |
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Exhibit 18 |
Master Agreement, dated as of December 7, 2000, between Ecolab Inc. and Henkel KGaA |
(v) |
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Exhibit 19 |
Form of Amended Stockholder’s Agreement |
(v) |
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Exhibit 20 |
Purchases of Common Stock from December 14, 2000 through October 5, 2001 |
(vi) |
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Exhibit 21 |
Purchases of Common Stock from October 9, 2001 through November 23, 2001 |
(vii) |
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Exhibit 22 |
Agreement to be Bound by Chemie dated as of December 31, 2002 |
(viii) |
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Exhibit 23 |
Agreement to be Bound by Henkel Corporation dated as of December 15, 2004 |
(ix) |
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Exhibit 24 |
Press release issued by Henkel KGaA on February 27, 2008 |
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(i) |
Previously filed as an Exhibit to the Schedule 13D on December 20, 1989. |
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(ii) |
Previously filed as an Exhibit to Amendment No. 2 to the Schedule 13D on September 17, 1990. |
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(iii) |
Previously filed as an Exhibit to Amendment No. 3 to the Schedule 13D on March 15, 1991. |
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(iv) |
Previously filed as an Exhibit to Amendment No. 4 to the Schedule 13D on July 16, 1991. |
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(v) |
Previously filed as an Exhibit to Amendment No. 5 to the Schedule 13D on December 15, 2000. |
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(vi) |
Previously filed as an Exhibit to Amendment No. 6 to the Schedule 13D on October 9, 2001. |
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(vii) |
Previously filed as an Exhibit to Amendment No. 7 to the Schedule 13D on November 26, 2001. |
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(viii) |
Previously filed as an Exhibit to Amendment No. 9 to the Schedule 13D on January 8, 2003. |
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(ix) |
Previously filed as an Exhibit to Amendment No. 12 to the Schedule 13D on February 1, 2005. |
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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.
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Position with Henkel Corporation and Present Principal Occupation or Employment | |
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Mr. Alois Linder |
Chairman of the Board of Henkel Corporation; | |
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Mr. John E. Knudson |
Director, President, Chief Financial Officer of | |
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Mr. Julian Colquitt 1001 Trout Brook Crossing
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Director of Henkel Corporation; President, |
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Mr. John Kahl
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President, UA of Henkel Corporation |
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Ms. Raphaela Dohm Henkel of America, Inc. The Triad, Suite 200 2200 Renaissance Boulevard Gulph Mills, PA 19406 |
Vice President, Treasurer of Henkel |
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Mr. William B. Read Henkel of America, Inc. The Triad, Suite 200 2200 Renaissance Boulevard Gulph Mills, PA 19406 |
Senior Vice President, Human Resources |
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Mr. Paul R. Berry Henkel of America, Inc. The Triad, Suite 200 2200 Renaissance Boulevard Gulph Mills, PA 19406
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Senior Vice President, Chief Legal Officer & |
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Mr. Jeffrey C. Piccolomini Henkel of America, Inc. The Triad, Suite 200 2200 Renaissance Boulevard Gulph Mills, PA 19406 |
Senior Vice President, Finance of Henkel |
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Mr. Gregory Gaglione Henkel of America, Inc. The Triad, Suite 200 2200 Renaissance Boulevard Gulph Mills, PA 19406 |
Vice President, Associate General Counsel - |
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Ms. Christel Emerson Henkel of America, Inc. The Triad, Suite 200 2200 Renaissance Boulevard Gulph Mills, PA 19406 |
Vice President, Associate General Counsel -
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Mr. Stephen D. Harper Henkel of America, Inc. The Triad, Suite 200 2200 Renaissance Boulevard Gulph Mills, PA 19406
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Vice President, Associate General Counsel- |
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Mr. Daniel J. Corcoran The Triad, Suite 200 2200 Renaissance Boulevard Gulph Mills, PA 19406 |
Assistant Treasurer of Henkel Corporation; |
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Mr. John P. Preysner, Jr. Henkel Corporation 1001 Trout Brook Crossing Rocky Hill, CT 06067
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Vice President, Associate General Counsel -
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Mr. Mitchell Tinnan Henkel Corporation 1001 Trout Brook Crossing Rocky Hill, CT 06067
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Senior Vice President, Henkel America |
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Mr. Patrick Trippel Henkel Corporation 15051 E. Don Julian Road Industry, CA 91746
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President, TEE of Henkel Corporation |
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Mr. William Carmichael Henkel of America, Inc. 1001 Trout Brook Crossing Rocky Hill, CT 06067
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Assistant Secretary of Henkel Corporation; |
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Mr. Brad A. Gazaway Henkel of America, Inc. 15501 N. Dial Boulevard Scottsdale, AZ 85260
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Assistant Secretary of Henkel Corporation;
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Mr. Stanley A. Lockitski Henkel of America, Inc. 32150 Just Imagine Drive Avon, OH 44114 |
Vice President, Associate General Counsel – |
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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 and Mr. Stara, who are citizens of the Republic of Austria, Mr. Rorsted, who is a citizen of Denmark, Mr. Van Bylen, who is a citizen of Belgium, and Mr. Vuursteen, who is a citizen of The Netherlands.
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Name and Address |
Present Principal Occupation or Employment |
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Supervisory Board: |
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Mr. Albrecht Woeste Henkelstraße 67 40191 Düsseldorf Germany |
Chairman of the Supervisory Board and |
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Mr. Winfried Zander 40191 Düsseldorf Germany
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Vice Chairman of the Supervisory Board and |
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Dr. Friderike Bagel Henkelstraße 67 40191 Düsseldorf Germany |
Attorney at Law/Tax Advisor |
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Mr. Engelbert Bäßler |
Member of the Works Council of KGaA |
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Mr. Hans Dietrichs Ziegeleistraße 56 39307 Genthin Germany |
Chairman of the Works Council of KGaA, site |
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Mr. Bernd Hinz Rheinstraße 48 51371 Leverkusen Germany |
Vice Chairman of the Works Council of KGaA |
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Mr. Thomas Manchot Henkelstraße 67 40191 Düsseldorf Germany |
Private Investor |
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Name and Address |
Present Principal Occupation or Employment |
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Supervisory Board: (continued) |
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Prof. Dr. Dr. h.c. Heribert Meffert Potstiege 56 48161 Münster Germany |
Former Director of the Institute for Marketing |
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Mrs. Andrea Pichottka |
Assistant to Executive Committee of IG |
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Prof. Dr. Dr. h.c. Heinz Riesenhuber Bundesforschungsminister a.D. Deutscher Bundestag Platz der Republik 1 11011 Berlin Germany |
Former Federal Minister for Research and |
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Mr. Konstantin von Unger Henkelstraße 67 40191 Düsseldorf Germany |
Founding Partner, Blue Corporate Finance |
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Mr. Michael Vassiliadis Königsworther Platz 6 30167 Hannover Germany |
Member of the Executive Committee of IG |
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Mr. Bernhard Walter Germany
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Former Chairman of the Board of Managing |
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Mr. Werner Wenning
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Chairman of the Executive Board of Bayer AG |
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Dr. Anneliese Wilsch-Irrgang Flotowstraße 2a 40593 Düsseldorf Germany
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Chairman of the Management Personnel Representatives of KGaA |
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Name and Address |
Present Principal Occupation or Employment |
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Supervisory Board: (continued) |
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Mr. Rolf Zimmermann Halbuschstraße 122 |
Member of the Works Council of KGaA |
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Management Board: |
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Prof. Dr. Ulrich Lehner Henkelstraße 67 40191 Düsseldorf Germany
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Chairman of the Management Board of KGaA |
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Mr. Kasper Rorsted Henkelstraße 67 40191 Düsseldorf Germany
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Vice Chairman Executive Vice President-Human Resources/ |
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Mr. Alois Linder Henkelstraße 67 40191 Düsseldorf Germany
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Executive Vice President- Adhesives |
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Dr. Friedrich Stara Henkelstraße 67 40191 Düsseldorf Germany |
Executive Vice President-Laundry & Home |
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Dr. Lothar Steinebach Henkelstraße 67 40191 Düsseldorf Germany
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Executive Vice President- Purchasing/IT/Law |
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Mr. Hans Van Bylen Henkelstraße 67 40191 Düsseldorf Germany |
Executive Vice President- Cosmetics/Toiletries |
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Name and Address |
Present Principal Occupation or Employment |
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Shareholders’ Committee: |
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Mr. Albrecht Woeste Henkelstraße 67 40191 Düsseldorf
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Chairman of the Supervisory Board and |
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Mr. Stefan Hamelmann Henkelstraße 67 40191 Düsseldorf Germany
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Vice Chairman of the Shareholders’ |
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Dr. h.c. Christoph Henkel Henkelstraße 67 40191 Düsseldorf Germany |
Vice Chairman of the Shareholders’ |
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Dr. Paul Achleitner Königsstraße 28 80802 Munchen Germany
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Member of the Executive Board of Allianz SE |
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Dr. Simone Bagel-Trah 40191 Düsseldorf
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Private Investor |
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Dr. h.c. Ulrich Hartmann E.ON-Platz 1 40479 Düsseldorf Germany
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Chairman of the Supervisory Board of E.ON |
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Mr. Konstantin von Unger 40191 Düsseldorf
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Founding Partner, Blue Corporate Finance |
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Mr. Karel Vuursteen Dijsselhofplantsoen 10 NL-1077 BL Amsterdam |
Former Chairman of the Board of Management of Heineken |
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Name and Address |
Present Principal Occupation or Employment |
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Shareholders’ Committee: |
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Dr. Hans-Dietrich Winkhaus Henkelstraße 67 40191 Düsseldorf Germany |
Former President and Chief Executive Officer |
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