SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): MAY 23, 2001
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ECOLAB INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-9328 41-0231510
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
370 WABASHA STREET NORTH, ST. PAUL, MINNESOTA 55102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, include area code: 651-293-2233
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(NOT APPLICABLE)
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(Former name or former address, if changed from last report.)
Item 9. REGULATION FD DISCLOSURE.
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As previously announced on December 7, 2000, Ecolab Inc.
("Ecolab") has agreed to combine into its operations the remaining
50% of the Henkel-Ecolab joint venture ("Henkel-Ecolab") that
Ecolab does not own (the "Transaction") from Henkel KGaA of
Dusseldorf, Germany ("Henkel"). Subject to regulatory approvals in
various jurisdictions and other conditions, the Transaction is
currently scheduled to close January 2, 2002.
Ecolab is, as of the date of this filing, publishing certain
unaudited pro forma information pertaining to the Transaction on
its web site at HTTP://WWW.ECOLAB.COM/PRESSKIT.HTM. The
information is comprised of unaudited pro forma condensed
consolidated financial information (income statements and balance
sheets) for specified periods and dates which give effect to the
Transaction as if it had occurred on the historical dates set
forth in the published material. This unaudited pro forma
information is in addition to certain other Transaction and
financial information previously published on Ecolab's web site.
Ecolab expects to update such unaudited pro forma information as
soon as practical following the filing of Ecolab's Form 10-Q for
its second and third fiscal quarters in 2001. Such updated
unaudited pro forma condensed consolidated financial information
will be similarly filed and be available on Ecolab's web site at
HTTP://WWW.ECOLAB.COM/PRESSKIT.HTM through the Transaction closing
date.
The consolidated financial information to be provided on Ecolab's
web site is derived from the historical financial statements of
Ecolab and Henkel-Ecolab adjusted for certain pro forma
adjustments which are based on the estimates, assumptions and
limitations set forth in the preface and related Notes to the
unaudited pro forma financial information. The unaudited pro forma
condensed consolidated financial information should not be
considered indicative of actual results that would have been
achieved had the Transaction been consummated on the dates
indicated, nor is it necessarily indicative of future operating
results.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ECOLAB INC.
By: /s/ Lawrence T. Bell
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Lawrence T. Bell
Senior Vice President -
Law and General Counsel
Date: May 23, 2001
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