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) June 15, 1995
ECOLAB INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-9328 41-0231510
(Commission File Number) (IRS Employer
Identification No.)
Ecolab Center, St. Paul, Minnesota 55102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 612-293-2233
(Not applicable)
(Former name or former address, if changed from last report.)<PAGE>
Item 5. Other Events.
On June 15, 1995, the Company announced that,
based on a preliminary count, it expects to purchase
3,549,834 shares of its common stock at a price of
$25.00 per share, including 1,609,805 shares tendered
pursuant to guaranteed delivery, in accordance with the
terms of its "Dutch auction" self-tender offer. The
offer expired at midnight, Eastern time, on Wednesday,
June 14, 1995. The Company is exercising its right
under the terms of the offer to purchase more than 3
million shares. It accepted all shares validly
tendered and there will be no proration. Final
confirmation of the number of shares purchased and
purchase price is expected to be completed in
approximately one week.
After purchasing the tendered shares, the Company
will have approximately 64,382,060 shares of common
stock outstanding. It may purchase up to approximately
2.45 million additional shares from time to time
through open market and privately negotiated
transactions or otherwise, to complete the remaining
portion of the 6 million share repurchase program
authorized by its Board of Directors.
A copy of the News Release issued by the Company
on June 15, 1995 regarding announcement of the
preliminary results of the offer is attached as Exhibit
(99) and incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
(99) Ecolab Inc. News Release dated June 15, 1995.
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/Kenneth A. Iverson
Kenneth A. Iverson
Vice President and Secretary
Dated: June 15, 1995
- 2 -<PAGE>
EXHIBIT INDEX
Exhibit Paper (P) or
No. Document Electronic (E)
(99) Ecolab Inc. News Release dated E
June 15, 1995.
- 3 -<PAGE>
FOR IMMEDIATE RELEASE
Michael J. Monahan 612-293-2809 (Tel)
612-225-3123 (Fax)
ECOLAB INC. ANNOUNCES PRELIMINARY RESULTS
OF SELF-TENDER OFFER
ST. PAUL, Minn., June 15, 1995: Ecolab Inc. announced today
that, based on a preliminary count and subject to final
verification, it expects to purchase 3,549,834 shares of the
Company's common stock at a price of $25.00 per share, including
1,609,805 shares tendered pursuant to guaranteed delivery, in
accordance with the terms of its "Dutch auction" self-tender
offer. The offer to purchase shares at prices specified by
shareholders, ranging from $21.75 to $25.00, expired at midnight
yesterday, June 14. The Company is exercising its right under
the terms of the offer to purchase more than 3 million shares.
The Company accepted all shares tendered at or below the
purchase price of $25.00, net to the seller, in cash;
accordingly, there will be no proration. The determination of
the number of shares to be purchased and the purchase price are
subject to final confirmation and the proper delivery of all
shares tendered and not withdrawn, which is expected to be
completed in approximately one week. Payment for the shares
properly tendered and accepted will be made as soon as
practicable.
Following the purchase, the Company will have approximately
64,382,060 shares of common stock outstanding. As previously
announced, the Company may purchase up to 2.45 million additional
shares from time to time through open market and privately
negotiated transactions or otherwise, to complete the remaining
portion of the 6 million share repurchase program authorized by
its Board of Directors.
Ecolab is the leading global developer and marketer of
premium cleaning, sanitizing and maintenance products and
services for the hospitality, institutional and industrial
markets. For the year ended December 31, 1994, Ecolab reported
sales of $1.2 billion; including European joint venture sales of
$0.8 billion, Ecolab's global coverage approximated $2 billion.
Ecolab shares are traded on the New York Stock Exchange and the
Pacific Stock Exchange under the symbol ECL.
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