SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
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 14, 2003
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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 s. 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. 10 (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 the expected refinancing of debt to be incurred to
facilitate Henkel's recently announced acquisition of The Dial Corporation
("Dial"), Henkel intends 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,
or a combination of both. Henkel will carefully consider its options in this
regard. If Henkel determines to sell any shares of Common Stock, it will
announce that decision promptly and will effect an orderly disposition of the
shares in accordance with the Amended Stockholder's Agreement previously
described in the Schedule 13D and applicable law. If the acquisition of Dial is
not completed for any reason, Henkel would not expect to sell any shares of
Common Stock at this time.
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
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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: December 15, 2003
Henkel KGaA
By: /s/ Franz-Josef Acher
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Franz-Josef Acher
General Counsel
By: /s/ Thomas-Gerd Kuhn
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Thomas-Gerd Kuhn
Associate General Counsel
HC Investments, Inc.
By: /s/ James E. Ripka
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James E. Ripka
Chairman and President
Henkel Chemie Verwaltungsgesellschaft mbH
By: /s/ Thomas-Gerd Kuhn
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Thomas-Gerd Kuhn
General Manager
By: /s/ Matthias Schmidt
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Matthias Schmidt
General Manager
Exhibit Index
Exhibit 1 Stock Purchase Agreement by and among HC Investments, (i)
Inc., Henkel KGaA and Ecolab Inc. dated as of
December 11, 1989
Exhibit 2 Amendment No. 1 to Stock Purchase Agreement by and (i)
among HC Investments, Inc., Henkel KGaA and Ecolab
Inc. dated as of December 11, 1989
Exhibit 3 Confidentiality Agreement between Henkel KGaA and (i)
Ecolab Inc. dated November 13, 1989
Exhibit 4 Press Release issued by Ecolab Inc. and Henkel KGaA on (i)
December 11, 1989
Exhibit 5 Amendment No. 2 to Stock Purchase Agreement by and (ii)
among HC Investments, Inc., Henkel KGaA and Ecolab
Inc. dated as of September 11, 1990
Exhibit 6 Umbrella Agreement by and between Henkel KGaA and (ii)
Ecolab Inc. 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 (ii)
Inc. dated as of September 11, 1990
Exhibit 9 Amendment No. 3 to Stock Purchase Agreement by and (iii)
among HC Investments, Inc., Henkel KGaA and Ecolab
Inc. dated as of March 8, 1991
Exhibit 10 First Amendment to the Umbrella Agreement by and (iii)
between Henkel KGaA and Ecolab Inc. dated as of March
8, 1991
Exhibit 11 First Amendment to the Joint Venture Agreement by and (iii)
between Henkel KGaA and Ecolab Inc. dated as of March
8, 1991
Exhibit 12 First Amendment to the Stockholder's Agreement between (iii)
Henkel KGaA and Ecolab Inc. dated as of March 8, 1991
Exhibit 13 Amended and Restated Umbrella Agreement by and between (iv)
Henkel KGaA and Ecolab Inc. dated as of June 26, 1991
Exhibit 14 Amended and Restated Joint Venture Agreement by and (iv)
between Henkel KGaA and Ecolab Inc. dated as of June
26, 1991
Exhibit 15 Amended and Restated Stockholder's Agreement between (iv)
Henkel 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 (v)
Agreement between Henkel KGaA and Ecolab Inc. dated as
of June 30, 2000
Exhibit 18 Master Agreement, dated as of December 7, 2000, (v)
between Ecolab Inc. and Henkel KGaA
Exhibit 19 Form of Amended Stockholder's Agreement (v)
Exhibit 20 Purchases of Common Stock from December 14, 2000 (vi)
through 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 (viii)
31, 2002
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(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