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 12, 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.
The Company's Board of Directors, at its regular
quarterly meeting held May 12, 1995, authorized the
purchase by the Company of up to 6 million shares of
the Company's Common Stock. As the first step of the
repurchase program, the Board of Directors authorized a
Dutch Auction self-tender offer for up to 3 million
shares of the Company's Common Stock. The tender price
range will be from $21.75 up to $25.00 per share, with
the offer expected to commence on Wednesday, May 17,
1995 and expire at midnight on Wednesday, June 14,
1995, unless extended.
The remaining portion of the 6 million shares
under the repurchase program may be purchased from time
to time following completion of the tender offer
through open market and privately negotiated
transactions or otherwise.
A copy of the News Release issued by the Company
on May 12, 1995 regarding the repurchase program is
attached as Exhibit (99) and incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
(99) Ecolab Inc. News Release dated May 12, 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: May 15, 1995
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EXHIBIT INDEX
Exhibit Paper (P) or
No. Document Electronic (E)
(99) Ecolab Inc. News Release dated E
May 12, 1995.
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FOR IMMEDIATE RELEASE
Michael J. Monahan 612-293-2809 (Tel)
612-225-3123 (Fax)
ECOLAB INC. ANNOUNCES DUTCH AUCTION
SELF-TENDER OFFER FOR UP TO 3 MILLION SHARES
AS PART OF A 6 MILLION SHARE STOCK REPURCHASE
ST. PAUL, Minn., May 12, 1995: Ecolab Inc. announced today
that its Board of Directors has authorized the purchase by the
Company of up to 6 million shares of its common stock,
representing approximately 9% of its outstanding shares. The
Ecolab board authorized a Dutch Auction self-tender offer for up
to 3 million shares of the Company's common stock as the first
step of the 6 million share repurchase program. The tender price
range will be from $21.75 to $25.00 per share. The offer is
expected to commence on Wednesday, May 17, 1995 and expire at
midnight on Wednesday, June 14, 1995, unless extended. On March
31, 1995, Ecolab had 67.9 million shares outstanding. Ecolab
shares closed today at $23.375.
The tender offer will be subject to various terms and
conditions described in offering materials to be distributed to
shareholders next week. The Company indicated it would use cash
on hand and borrowings under its revolving credit facility to
purchase the shares.
Under the terms of the Dutch Auction offer, Ecolab
shareholders will be given the opportunity to specify prices
within the Company's stated price range at which they are willing
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to tender their shares. Upon receipt of the tenders, Ecolab will
determine a final price that enables it to purchase up to the
stated amount of shares from those shareholders who agreed to
sell at or below the company-selected purchase price. All shares
purchased will be at that determined price. If more than 3
million shares are tendered at or below the purchase price, there
will be a proration. The tender offer will not be contingent
upon any minimum number of shares being tendered.
Salomon Brothers Inc. will act as dealer manager for the
tender offer.
Following completion of the tender offer, the Company may
purchase the remaining portion of the 6 million share repurchase
program from time to time through open market and privately
negotiated transactions or otherwise.
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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