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PROSPECTUS
ECOLAB INC.
4,455,343 SHARES OF COMMON STOCK
This Prospectus relates to the proposed sale of up to 4,455,343
shares (the "Offered Shares") of the common stock, par value $1.00 per
share (the "Common Stock"), of Ecolab Inc. ("Ecolab" or the "Company")
which may be offered for sale from time to time by Leonard J. Kaplan,
Bernard Gutterman, Randall R. Kaplan, The First Grantor Retained
Annuity Trust of Tobee W. Kaplan, The Second Grantor Retained Annuity
Trust of Tobee W. Kaplan, The Kaplan Family Foundation and The
Gutterman Foundation (the "Selling Stockholders"). See "Selling
Stockholders." The Company will not receive any proceeds from the
sale of the Offered Shares.
The sale, transfer and/or distribution of the Offered Shares by the
Selling Stockholders may be effected from time to time through brokers,
agents, dealers or underwriters in one or more transactions (which may
involve crosses and principal trades, including block transactions),
in special offerings, negotiated transactions, exchange distributions
or secondary distributions, or in connection with short-sale transactions,
or otherwise, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. To the
extent required, the specific Offered Shares to be sold, the name of the
Selling Stockholders, the purchase price, the public offering price, the
name of any such brokers, agents, dealers or underwriters, and any
applicable commission or discount with respect to a particular offer will
be set forth in an accompanying Prospectus Supplement. See "Plan of
Distribution." The Common Stock is listed on the New York Stock
Exchange ("NYSE") and Pacific Stock Exchange and traded under the
symbol "ECL." On March 16, 1995, the closing price of the Company's
Common Stock as reported for The New York Stock Exchange, Inc.
Composite Transaction Reporting System was $23.625 per share.
The purpose of this offering is to register 4,455,343 shares of
Common Stock issued by the Company in connection with that certain
Merger Agreement, dated as of November 2, 1994 (the "Merger
Agreement") among Ecolab, EKH, Inc. I, a North Carolina corporation
and a wholly owned subsidiary of Ecolab, EKH, Inc. II, a North
Carolina corporation and a wholly owned subsidiary of Ecolab, EKH,
Inc. III, a North Carolina corporation and a wholly owned subsidiary
of Ecolab, Kay Chemical Company, a North Carolina corporation ("Kay
Chemical"), Kay Chemical International, Inc., a North Carolina
corporation ("Kay International"), Kay Europe, Inc., a North Carolina
corporation ("Kay Europe," and together with Kay Chemical and Kay
International, the "Related Companies") and the stockholders of the
Related Companies.
Upon any sale of the Common Stock offered hereby, the Selling
Stockholders and participating agents, brokers and dealers may be
deemed to be underwriters as that term is defined in the Securities
Act of 1933, as amended (the "Securities Act"), and commissions or
discounts or any profit realized on the resale of such securities
purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
No underwriter is initially being utilized in connection with
this offering. The Company will pay all expenses incurred in
connection with this offering other than fees and expenses (including
underwriting fees and selling commissions) of the Selling
Stockholders. See "Plan of Distribution."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is March 17, 1995.
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AVAILABLE INFORMATION
Ecolab is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and,
in accordance therewith, files periodic reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). The Company's filings may be inspected and copied or
obtained by mail upon payment of the Commission's prescribed rates at
the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at the
regional offices of the Commission located at 7 World Trade Center,
13th Floor, New York, New York 10048 and Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and
copies of such material can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Common Stock and Common Stock
purchase rights are listed on the NYSE and the Pacific Stock Exchange.
The Company's reports, proxy statements and other filings with the
Commission are also available for inspection at the offices of the
NYSE located at 20 Broad Street, New York, New York 10005 and the
Pacific Stock Exchange, Inc., 301 Pine Street, San Francisco,
California 94104.
The Company has filed with the Commission a Registration
Statement on a Form S-3 under the Securities Act, with respect to the
Common Stock offered hereby. This Prospectus does not contain all of
the information set forth in the Registration Statement and in the
amendments, exhibits and schedules thereto. For further information
with respect to the Company and the Common Stock, reference is made to
the Registration Statement, and to the exhibits and schedules filed
therewith. All of these documents may be inspected without charge at
the Commission's principal office in Washington, D.C., and copies
thereof may be obtained from the Commission at the prescribed rates or
may be examined without charge at the public reference facilities of
the Commission. Any statements contained herein concerning the
provisions of any document filed as an exhibit to the Registration
Statement or otherwise filed with the commission are not necessarily
complete, and in each instance reference is made to the copy of such
document so filed. Each such statement shall be qualified in its
entirety by such reference.
INFORMATION INCORPORATED BY REFERENCE
The following documents previously filed by the Company with the
Commission pursuant to the Exchange Act (Commission File No. 1-9328)
are incorporated in and made a part of this Prospectus:
(i) The Company's Annual Report on Form 10-K for the year
ended December 31, 1994.
The description of the Common Stock, which is registered under
Section 12 of the Exchange Act, is set forth under the caption
"Description of Registrants Securities to be Registered" contained in
the Company's Form 8-A/A dated October 28, 1994, which constitutes
Amendment No. 5 to the Company's original Registration Statement on
Form 8-A dated November 17, 1986, and is hereby incorporated herein by
reference. All documents which the Company files pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the termination of the offering
described herein shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such reports
and documents. Any statement contained in a document incorporated by
reference, or deemed to be incorporated by reference, shall be deemed
to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently
filed incorporated document or in any accompanying prospectus
supplement modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom
this Prospectus is delivered, upon written or oral request, a copy of
any or all documents described above (other than exhibits thereto,
unless such exhibits are specifically incorporated by reference into
the documents that this Prospectus incorporates). Requests should be
addressed to Corporate Secretary, Ecolab Inc., Ecolab Center, St.
Paul, Minnesota 55102 (telephone (612) 293-2233).
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THE COMPANY
The Company is engaged in the development and marketing of
premium products and services for institutional and industrial
markets. The Company provides cleaning, sanitizing, pest elimination
and maintenance products, systems and services to food service,
lodging, healthcare, commercial and institutional laundries and to
farms, dairies and food and beverage processors. In addition, the
Company and Henkel KGaA of Dusseldorf, Germany, each have a 50%
economic interest in a joint venture which operates institutional and
industrial cleaning and sanitizing businesses in Europe.
The Company is a Delaware corporation with its principal
executive offices at Ecolab Center, St. Paul, Minnesota 55102. The
Company's telephone number is (612) 293-2233.
RECENT DEVELOPMENTS
The mergers contemplated by the Merger Agreement (the "Mergers")
were consummated on December 7, 1994. Pursuant to the Mergers, each
of the Related Companies became a wholly-owned subsidiary of the
Company and 4,455,343 shares of Common Stock, in the aggregate, were
issued to certain of the Selling Stockholders. The Related Companies
are engaged in the manufacture and distribution of cleaning and
sanitizing products for the fast food industry.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the
Offered Shares.
PLAN OF DISTRIBUTION
The Offered Shares may be sold from time to time to purchasers
directly by the Selling Stockholders. Alternatively, the Selling
Stockholders may from time to time offer the Offered Shares through
underwriters, brokers, dealers or agents, who may receive compensation
in the form of underwriting discounts, concessions, or commissions
from the Selling Stockholders selling as principal and/or the
purchasers of the Offered Shares for whom they may act as agent. The
Offered Shares may be sold from time to time in one or more
transactions (which may involve crosses and block transactions) on the
NYSE or the Pacific Stock Exchange and any other stock exchanges on
which the Offered Shares are admitted for trading, pursuant to and in
accordance with the rules of such exchanges, in negotiated
transactions or otherwise, at a fixed offering price, which may be
changed, at varying prices determined at the time of sale, or at
negotiated prices. The Selling Stockholders may effect such
transactions by selling Offered Shares to or through securities
broker-dealers, and such broker-dealers may receive compensation in
the form of underwriting discounts, concessions or commissions from
the Selling Stockholders and/or purchasers of Offered Shares for whom
such broker-dealers may act as agent or to whom they sell as
principal, or both (which compensation as to a particular broker-
dealer might be in excess of customary commissions).
If any broker-dealer purchases the Offered Shares as principal it
may effect resales of the Offered Shares from time to time to or
through other broker-dealers, and the other broker-dealers may receive
compensation in the form of concessions or commissions from the
principals and/or the purchasers of the Offered Shares for whom they
may act as agents. The Selling Stockholders and any underwriter,
dealer or agent that participates in the distribution of the Offered
Shares may be deemed underwriters under the Securities Act, and any
profit on the sale of the Offered Shares by them and any discounts,
commissions, concessions or other compensation received by any such
underwriters, dealers or agents may be deemed to be underwriting
discounts and commissions under the Securities Act.
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In addition, the Selling Stockholders have informed the Company
that they may, on an individual basis, from time to time following
the effective date of the Registration Statement of which this
Prospectus is a part, sell shares of Common Stock in short-sale
transactions (including, without limitation, selling short against the
box) and use some or all of the Offered Shares to cover such
transactions.
At the time a particular offer of the Offered Shares is made, to
the extent required, a Prospectus Supplement will be distributed which
will set forth the number of shares of Common Stock being offered and
the terms of the offering, including the name or names of any
underwriters, brokers, dealers or agents (whether such party is acting
as a principal or as agent for the Selling Stockholders), any
discounts, commissions, concessions and other items constituting
compensation from the Selling Stockholders and any discounts,
commissions or concessions allowed or re-allowed or paid to dealers.
The terms of the Merger Agreement provide for the Company to file
a shelf registration statement (the "Shelf Registration Statement")
covering the Offered Shares. The Registration Statement of which this
Prospectus is a part constitutes the Shelf Registration Statement.
The Company has agreed to use its reasonable efforts to cause the
Shelf Registration Statement to become effective and keep the Shelf
Registration Statement effective until the earlier of (i) such time as
all of the Offered Shares have been disposed of or (ii) December 7,
1997. Under the terms of the Merger Agreement and the Foundation
Agreement, dated as of January 5, 1995 (the "Foundation Agreement"),
among the Company and The Kaplan Family Foundation and The Gutterman
Foundation (the "Foundations"), the Selling Stockholders have agreed
to refrain from selling or offering to sell Offered Shares with this
Prospectus in certain circumstances.
To comply with securities laws of certain states, if applicable,
the Offered Shares will be sold in such states only through registered
or licensed brokers or dealers. In addition, in certain states the
Offered Shares may not be sold unless they have been registered or
qualified for sale in such states or an exemption from registration or
qualification is available or is complied with.
The Company will pay all of the expenses incident to the offering
and sale of the Offered Shares to the public other than the fees and
expenses (including underwriting fees and selling commissions) of the
Selling Stockholders.
SELLING STOCKHOLDERS
This Prospectus relates to shares of Common Stock that have been
acquired in connection with the Mergers by certain of the Selling
Stockholders. The Selling Stockholders may offer the Offered Shares
with this Prospectus in accordance with the terms of the Merger
Agreement and the Foundation Agreement.
The following table sets forth the name of each Selling
Stockholder and the number of shares of Common Stock acquired by each
Selling Stockholder pursuant to the Mergers (or, in the case of the
Foundations, received pursuant to donations from other Selling
Stockholders) and being registered hereby, some or all of which shares
may be sold pursuant to this Prospectus. There is no assurance that
any of the Selling Stockholders will sell any or all of the Shares
offered by them hereunder.
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Selling Shares Covered
Stockholder by this Prospectus
----------------- ------------------
Leonard J. Kaplan 1,798,051
Bernard Gutterman 648,302
Randall R. Kaplan 1,203,303
The First Grantor Retained 176,422
Annuity Trust of Tobee
W. Kaplan (1)
The Second Grantor 529,265
Retained Annuity Trust
of Tobee W. Kaplan (1)
The Kaplan Family 80,000
Foundation(2)
The Gutterman Foundation (3) 20,000
(1) The trustees of the Grantor Retained Annuity Trusts ("GRATs") are
Seldon E. Patty and Thomas W. Sinks. The beneficiaries (and the
beneficial owners of the stock held in each) of the GRATs are
Tobee W. Kaplan, Randall R. Kaplan and several trusts which have
been established for the benefit of the children of Tobee W.
Kaplan and their respective families.
(2) The trustees of The Kaplan Family Foundation are Leonard J.
Kaplan, Tobee W. Kaplan and Seldon E. Patty, and The Kaplan
Family Foundation has no other members or stockholders. The
Kaplan Family Foundation is a North Carolina non-profit
corporation and the purposes for which it is organized are to
receive and administer money and property for charitable,
religious, educational and scientific purposes and to establish,
foster, maintain or support, through donations of money or
property for charitable, religious, educational and scientific
purposes, organizations that qualify as exempt organizations
under Section 501(c)(3) of the Internal Revenue Code.
(3) The directors of The Gutterman Foundation are Bernard Gutterman,
Nancy Gutterman and David D. Gutterman, and The Gutterman
Foundation has no members or stockholders. The Gutterman
Foundation is a North Carolina non-profit corporation and is
organized exclusively for religious, charitable, scientific,
literary and educational purposes.
With the exception of the Foundations, the Selling Stockholders
are former stockholders of the Related Companies. During the three
years prior to the consummation of the Mergers, (i) Leonard J. Kaplan
was the President, Treasurer and a director of Kay International, a
Vice President, Secretary and a director of Kay Europe and until
December 13, 1993 the President, Treasurer and a director, and from
and after December 13, 1993 the Chairman of the Board and Secretary,
of Kay Chemical; (ii) Bernard Gutterman was the Executive Vice
President, Assistant Secretary and a director of Kay International,
the Executive Vice President, Assistant Secretary and a director of
Kay Europe and until December 13, 1993 the Executive Vice President,
Assistant Secretary and a director, and from and after December 13,
1993 the Vice Chairman of the Board, Assistant Secretary and a
director, of Kay Chemical; and (iii) Randall R. Kaplan was a Vice
President, Secretary and a director of Kay International, the
President, Treasurer and a director of Kay Europe and until December
13, 1994 a Vice President and Secretary, and from and after December
13, 1994 the President and Treasurer, of Kay Chemical. Randall R.
Kaplan is currently the President of each of the Related Companies,
and Leonard J. Kaplan and Bernard Gutterman have been engaged by Kay
Chemical to provide consulting services. Tobee W. Kaplan,
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a trustee of The Kaplan Family Foundation and a beneficiary of the
GRATs, was during the three years prior to the Mergers a Vice President,
Assistant Secretary and a director of Kay Chemical. No other Selling
Stockholder has had any relationship with the Company or any of its
affiliates during the past three years other than described above.
LEGAL MATTERS
Certain legal matters regarding the validity of the shares of
Common Stock offered hereby will be passed upon for the Company by
Kenneth A. Iverson, Vice President and Secretary of the Company.
EXPERTS
The consolidated financial statements and related supplemental
financial statement schedule of the Company, which are included or
incorporated by reference in the Company's Annual Report on Form 10-K
for the year ended December 31, 1994, and incorporated herein and in
the Registration Statement by reference, have been audited by Coopers
& Lybrand L.L.P., independent accountants. Such financial statements
and financial statement schedule are incorporated herein and in the
Registration Statement by reference in reliance upon the reports of
Coopers & Lybrand given upon the authority of that firm as experts in
accounting and auditing.
In addition, the combined financial statements and financial
statement schedules of the Henkel-Ecolab Joint Venture, which are
included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1994, and incorporated herein and in the
Registration Statement by reference, have been audited by KPMG
Deutsche Treuhand-Gesellschaft Aktiengesellschaft, independent
accountants. Such combined financial statements and financial statement
schedules are incorporated herein and in the Registration Statement by
reference in reliance upon the reports of KPMG Deutsche Treuhand-
Gesellschaft Aktiengesellschaft given upon the authority of that firm
as experts in accounting and auditing.
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No dealer, salesman or other person has been authorized to give any
information or to make any representations not contained in, or incorporated
by reference in, this Prospectus in connection with the offering covered by
this Prospectus. If given or made, such information or representations must
not be relied upon as having been authorized. This Prospectus does not
constitute an offer to sell or the solicitation of an offer to buy any
securities other than the securities described in this Prospectus or an offer
to sell or the solicitation of an offer to buy the Common Stock in any
jurisdiction where, or to any person to whom, it is unlawful to make such offer
or solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create an implication that there
has not been any change in the facts set forth in this Prospectus or in
the affairs of the Company since the date hereof.
TABLE OF CONTENTS
Page
Available Information . . . . . 2
Information Incorporated by
Reference . . . . . . . . . . . 2
The Company . . . . . . . . . . 3
Recent Developments . . . . . . 3
Use of Proceeds . . . . . . . . 3
Plan of Distribution . . . . . 3
Selling Stockholders . . . . . 4
Legal Matters . . . . . . . . . 6
Experts . . . . . . . . . . . . 6
4,455,343 SHARES
COMMON STOCK
($1.00 Par Value)
ECOLAB INC.
March 17, 1995
