SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE 13E-4/A
Amendment No. 2
(Final Amendment)
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934)
ECOLAB INC.
(Name of issuer)
ECOLAB INC.
(Name of person(s) filing statement)
Common Stock, par value $1.00 per share
(Title of class of securities)
278865100
(CUSIP number of class of securities)
William R. Rosengren, Esq.
Senior Vice President - Law and
General Counsel
Ecolab Inc.
Ecolab Center
St. Paul Minnesota 55102
(612) 293-2233
(Name, address and telephone number of person
authorized to receive notices and communications
on behalf of the person(s) filing statement)
_______________
Copy to:
Charles W. Mulaney, Jr., Esq.
Skadden, Arps, Slate, Meagher & Flom
333 West Wacker Drive
Chicago, Illinois 60606
(312) 407-0700<PAGE>
Ecolab Inc., a Delaware corporation (the "Company"),
hereby amends its Issuer Tender Offer Statement on Schedule
13E-4 (the "Schedule 13E-4") filed with the Securities and
Exchange Commission on May 17, 1995, and as amended June 12,
1995, with respect to its offer to purchase for cash up to
3,000,000 shares of its common stock, par value $1.00 per
share (including the associated Preferred Stock Purchase
Rights, the "Shares") at prices, net to the seller in cash,
not greater than $25.00 nor less than $21.75 per Share, speci-
fied by stockholders, upon the terms and subject to the condi-
tions set forth in the Offer to Purchase, dated May 17, 1995
(the "Offer to Purchase"), and the related Letter of Transmit-
tal (which together constitute the "Offer").
Item 8. Additional Information.
The response to Item 8(e) of the Schedule 13E-4 is
hereby supplemented and amended as follows:
On June 22, 1995, the Company issued a News Release
announcing the final results of the Offer which expired at
12:00 midnight, New York City time, on June 14, 1995 and
pursuant to which the Company accepted for payment 3,548,077
Shares (including 1,608,047 Shares validly tendered pursuant
to guaranteed delivery) at a price of $25.00 per Share. The
News Release is attached hereto as Exhibit (a)(12) and is
incorporated herein by reference.
Item 9. Material to be Filed as Exhibits.
The response to Item 9 of the Schedule 13E-4 is hereby
supplemented and amended as follows:
(a)(12) News Release issued by the Company on
June 22, 1995.
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SIGNATURE
After due inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
ECOLAB INC.
By:/s/ Kenneth A. Iverson
Name: Kenneth A. Iverson
Title: Vice President and
Secretary
Dated: June 22, 1995
3<PAGE>
EXHIBIT INDEX
Paper (P) or
Exhibit No. Description Electronic (E)
(a)(12) News Release issued by the E
Company on June 22, 1995.
4<PAGE>
FOR IMMEDIATE RELEASE
Michael J. Monahan 612-293-2809 (Tel)
612-225-3123 (Fax)
ECOLAB INC. ANNOUNCES FINAL RESULTS
OF SELF-TENDER OFFER
ST. PAUL, Minn., June 22, 1995: Ecolab Inc. announced today
the final results of its "Dutch auction" self-tender offer. The
Company purchased 3,548,077 shares of the Company's common stock
at a price of $25.00 per share, constituting all of the shares
validly tendered. Accordingly, there was no proration.
The self-tender offer expired at midnight, Eastern time, on
June 14, 1995. The Company had offered to purchase 3 million
shares at prices specified by shareholders, ranging from $21.75
to $25.00. The Company exercised its right under the terms of
the offer to accept more than 3 million shares.
The depositary, First Chicago Trust Company of New York, is
expected to complete payment on June 23, 1995 for all shares
accepted. Salomon Brothers Inc acted as Dealer Manager for the
tender offer.
Following the purchase, the Company had approximately
64,383,808 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. Ecolab shares are traded on the New York Stock Exchange
and the Pacific Stock Exchange under the symbol ECL.
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