<PAGE>
Original Electronically Transmitted to the Securities and Exchange Commission on
February 1, 1996
Registration No. 33-57197
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ECOLAB INC.
(Exact name of registrant as specified in its charter)
Delaware No. 41-0231510
(State of incorporation) (I.R.S. Employer
Identification No.)
Ecolab Center William R. Rosengren, Esq.
St. Paul, MN 55102 Senior Vice President - Law and
(612) 293-2233 General Counsel
(Address, including zip code, and Ecolab Inc.
telephone number, including area Ecolab Center
code, of registrant's principal St. Paul, MN 55102
executive offices) (612) 293-2396
(Name, address, including zip
code, and telephone number,
including area code, of agent for
service)
Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. (X)
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ___
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ___
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.<PAGE>
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, or by their pledgees, donees, transferees or other successors in
interest, may be effected from time to time through brokers, agents, dealers or
underwriters in one or more transactions (which may involve crosses and princi-
pal 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. In addition, any offered shares that qualify
for sale pursuant to Rule 144 under the Securities Act of 1933, as amended (the
"Securities Act"), may be sold under Rule 144 rather than pursuant to this
Prospectus. 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 January 30, 1996, the
closing price of the Company's Common Stock as reported for The New York Stock
Exchange, Inc. Composite Transaction Reporting System was $30.125 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
C h emical 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, 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 February __, 1996.
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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 the preferred stock purchase rights attached thereto (the "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;
(ii) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, June 30 and September 30, 1995; and
(iii) The Company's Current Reports on Form 8-K dated May 12, May 17
and June 15, 1995.
The description of the Common Stock and the Rights, which are 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.
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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).
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 by the Selling
Stockholders or by their pledgees, donees, transferees or other successors in
interest. The Offered Shares may be offered and sold directly to purchasers or
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
t h r ough 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
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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.
In addition, any Offered Shares that qualify for sale pursuant to Rule 144
under the Securities Act may be sold under Rule 144 rather than pursuant to this
Prospectus. The Selling Stockholders have also 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. Other than 1,200
shares of Common Stock issued to Randall R. Kaplan pursuant to a restricted
stock award under the Company's 1993 Stock Incentive Plan, and 20 shares of
Common Stock owned by Leonard J. Kaplan, the Selling Stockholders do not
beneficially own any other shares of Common Stock besides the Offered Shares.
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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Shares Covered
Selling Stockholders by this Prospectus(1)
Leonard J. Kaplan(2) 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(3)
The Second Grantor 529,265
Retained Annuity Trust
of Tobee W. Kaplan(3)
The Kaplan Family 80,000
Foundation(4)
The Gutterman 20,000
Foundation(5)
(1) On June 14, 1995, the following Selling Stockholders tendered the following
number of Offered Shares to the Company in connection with the Company's
"Dutch auction" self-tender offer: Leonard J. Kaplan (840,000 shares);
Bernard Gutterman (280,000 shares); Randall R. Kaplan (80,000 shares); The
Kaplan Family Foundation (20,000 shares); and the Gutterman Foundation
(20,000 shares).
(2) On December 26, 1995, Leonard Kaplan transferred 165,000 of the Offered
Shares to the Leonard and Tobee Kaplan First Charitable Trust and 165,000
of the Offered Shares to The Leonard and Tobee Kaplan Second Charitable
Trust. These two trusts shall accordingly be deemed to be Selling
Stockholders and shall be entitled to sell such Offered Shares pursuant to
this Prospectus. The trustees of these two trusts are Seldon E. Patty and
Freddy H. Robinson. The beneficiaries (and the beneficial owners of the
stock held in each) of these two trusts are certain children and the spouse
of a child of Leonard and Tobee Kaplan and such qualified charities as
Leonard and Tobee Kaplan (or their successors) may designate.
(3) The trustees of the Grantor Retained Annuity Trusts ("GRATs") are Seldon E.
Patty and Freddy H. Robinson. 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.
(4) 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.
(5) The directors of The Gutterman Foundation are Bernard Gutterman, Nancy
Gutterman, David D. Gutterman, Deborah Ann Rovner and Donna L. 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.
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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, 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. To the extent that Coopers & Lybrand L.L.P.
audits and reports on the financial statements of the Company issued at future
dates, and consents to the use of their reports thereon, such financial
statements also will be incorporated by reference in this Prospectus in reliance
upon their reports and said authority.
With respect to unaudited interim financial information incorporated herein
and in the Registration Statement by reference, the independent accountants have
reported that they have applied limited procedures in accordance with
professional standards for reviews on such information. However, their separate
reports included and incorporated by reference herein, state that they did not
audit and they do not express an opinion on that interim financial information.
Accordingly, the degree of reliance on their reports of such information should
be restricted in light of the limited nature of the review procedures applied.
The accountants are not subject to the liability provisions of Section 11 of the
Securities Act for their reports on the unaudited interim financial information
because each such report is not a "report" or a "part" of the Registration
Statement prepared or certified by the accountants within the meanings of
Sections 7 and 11 of the Securities Act.
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. To the extent that KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft audits and reports on the financial statements of the Henkel-
Ecolab Joint Venture issued at future dates, and consents to the use of their
reports thereon, such financial statements also will be incorporated by
reference in this Prospectus in reliance upon their reports and said authority.
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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.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules
Exhibit Description of Exhibit
(15) Letter regarding unaudited financial information.
(23) A. Consent of Coopers & Lybrand L.L.P.
B. Consent of KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft.
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
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(a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securi-
ties Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form S-3 and has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of St. Paul, State of Minnesota.
Dated: January 31, 1996 ECOLAB INC.
By:/s/ Allan L. Schuman
Allan L. Schuman
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, amendment to
the registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/Allan L. Schuman President and Chief Executive January 31, 1996
Allan L. Schuman Officer (Principal Executive
Officer and Director)
/s/Michael E. Shannon Chairman of the Board, Chief January 31, 1996
Michael E. Shannon Financial and Administrative
Officer (Principal Financial
Officer and Director)
/s/Arthur E. Henningsen,
Jr. Vice President and Controller January 31, 1996
Arthur E. Henningsen, Jr.(Principal Accounting Officer)
/s/ Kenneth A. Iverson Directors January 31, 1996
Kenneth A. Iverson,
as attorney-in-fact for
Ruth S. Block, Russell G.
Cleary, Pierson M. Grieve,
James J. Howard, Jerry W.
Levin, Reuben F. Richards,
Richard L. Schall, Roland
Schulz, Philip L. Smith,
Hugo Uyterhoeven and
Albrecht Woeste
II-3
<PAGE>
EXHIBIT INDEX
Paper (P) or
Exhibit Description of Exhibit Electronic (E)
(15) Letter regarding unaudited E
financial information
(23)A. Consent of Coopers & Lybrand E
L.L.P.
B. Consent of KPMG Deutsche E
Treuhand-Gesellschaft
Aktiengesellschaft.
<PAGE>
Exhibit (15)
February 1, 1996
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
We are aware that our reports dated April 18, 1995, July 20, 1995
and October 19, 1995 on our reviews of interim financial
information of Ecolab Inc. for the periods ended March 31, 1995
and 1994, June 30, 1995 and 1994, and September 30, 1995 and
1994, and included in the Company's quarterly reports on Form 10-
Q for the quarters ended March 31, 1995, June 30, 1995 and
September 30, 1995, respectively, are incorporated by reference
in this Post-Effective Amendment No. 1 to the Registration
Statement on Form S-3 (Registration No. 33-57197). Pursuant to
Rule 436(c) under the Securities Act of 1933, these reports
should not be considered a part of the registration statement
prepared or certified by us within the meaning of Sections 7 and
11 of that Act.
/s/Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
<PAGE>
Exhibit (23)A
Consent of Independent Accountants
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to the Registration Statement on Form S-3 (Registration No. 33-57197) of
our reports dated February 27, 1995, on our audits of the consolidated
financial statements and related financial statement schedule of Ecolab Inc.
as of December 31, 1994, 1993 and 1992 and for the years ended December 31,
1994, 1993 and 1992, which reports are included or incorporated by reference
in Ecolab Inc.'s Annual Report on Form 10-K for the year ended December 31,
1994. We also consent to the references to our firm under the caption
"Experts."
/s/Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
February 1, 1996
CONSENT OF KPMG DEUTSCHE TREUHAND-GESELLSCHAFT
AKTIENGESELLSCHAFT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to the Registration Statement on Form S-3 (Registration No. 33- 57197)
of our report dated January 19, 1995, on our audit of the combined financial
statements and schedules of the Henkel-Ecolab Joint-Venture as of November 30,
1994, 1993 and 1992 and for the periods beginning December 1, 1993, 1992 and
1991 and ended November 30, 1994, 1993 and 1992, which report is included in
Ecolab Inc.'s Annual Report on Form 10-K for the year ended December 31, 1994.
We also consent to the reference to our firm under the heading, Experts.
Dusseldorf, Germany
January 30, 1996
KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft
Wirtschaftsprufungsgesellschaft
/s/Dr. Kuhr /s/Haas
Dr. Kuhr Haas
Wirtschaftsprufer Wirtschaftsprufer
