<PAGE>
As filed with the Securities and Exchange Commission on November 14, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
ECOLAB INC.
(Exact name of registrant as specified in its charter)
DELAWARE 41-0231510
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
______________________
Ecolab Center
370 North Wabasha Street
St. Paul, Minnesota 55102
(612) 293-2233
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive
offices)
______________________
ECOLAB MIRROR SAVINGS PLAN
(Full title of the plan)
______________________
WILLIAM R. ROSENGREN, ESQ.
SENIOR VICE PRESIDENT-LAW AND
GENERAL COUNSEL
ECOLAB INC.
ECOLAB CENTER
370 NORTH WABASHA STREET
ST. PAUL, MINNESOTA 55102
(612) 293-2233
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
______________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
IMMEDIATELY UPON THE FILING OF THIS REGISTRATION STATEMENT
______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED (1) REGISTERED PER OBLIGATION OFFERING PRICE (2) FEE
<S> <C> <C> <C> <C>
Deferred Compensation Obligations $5,000,000 100% $5,000,000 $1,515.15
</TABLE>
1 The Deferred Compensation Obligations are unsecured obligations of the
Registrant to pay deferred compensation in the future in accordance with
the terms of the Ecolab Mirror Savings Plan. See "Description of
Securities" herein.
2 Estimated solely for the purpose of determining the registration fee.
<PAGE>
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Ecolab Inc. (the "Company" or the
"Registrant") (File No.1- 9328) with the Securities and Exchange Commission (the
"Commission") are incorporated by reference in this Registration Statement: (1)
Annual Report on Form 10-K for the year ended December 31, 1996; (2) Quarterly
Reports on Form 10-Q for the quarters ended March 31, June 30, and September
30, 1997; (3) Current Reports on Forms 8-K dated August 15, 1997, August 22,
1997, August 29, 1997, October 2, 1997, October 9, 1997 and October 22, 1997;
and (4) all other reports filed by the Company pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 1996.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date hereof and prior to the
termination of the offering of the securities registered pursuant to this
Registration Statement shall be deemed to be incorporated by reference into this
Registration Statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein 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 Registration
Statement.
The consolidated financial statements and related 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, 1996, and
incorporated by reference in this Registration Statement, have been audited by
Coopers & Lybrand L.L.P., independent accountants, for the periods indicated in
such firm's reports thereon. The consolidated financial statements and
financial statement schedule audited by Coopers & Lybrand L.L.P. have been
incorporated herein by reference in reliance on such firm's reports given upon
their authority as experts in accounting and auditing. To the extent that
Coopers & Lybrand L.L.P. examines and reports on the financial statements and
financial statement schedules of the Company issued at future dates, and
consents to the use of their reports thereon, such financial statements and
financial statement schedules will also be incorporated by reference in the
Registration Statement in reliance upon their reports and said authority.
With respect to unaudited interim financial information incorporated by
reference in this Registration Statement, the independent accountants have
reported that they have applied limited procedures in accordance with
professional standards for reviews of such information. However, their separate
reports, 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 on such information should
be restricted in light of the limited nature of the review procedures applied.
The independent accountants are not subject to the liability provisions of
Section 11 of the Securities Act of 1933 (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 independent accountants within the meaning of Sections 7 and 11
of the Securities Act.
2
<PAGE>
In addition, the combined financial statements and financial statement
schedule 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, 1996,
and incorporated by reference in this Registration Statement, have been
audited by KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft
Wirtschaftsprufungsgesellschaft, independent accountants, for the periods
indicated in such firm's reports thereon. The combined financial statements
and financial statement schedule audited by KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft Wirtschaftsprufungsgesellschaft have been incorporated herein
by reference in reliance on such firm's reports given upon their authority as
experts in accounting and auditing. To the extent that KPMG Deutsche
Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprufungsgesellschaft
examines and reports on the financial statements and the financial statement
schedules of the Henkel-Ecolab Joint Venture issued at future dates, and
consents to the use of their reports thereon, such financial statements and
financial statement schedules will also be incorporated by reference in the
Registration Statement in reliance upon their reports and said authority.
ITEM 4. DESCRIPTION OF SECURITIES.
Under the Ecolab Mirror Savings (the "Plan"), the Registrant and certain
subsidiaries will provide deferred compensation benefits to certain
management and highly compensated employees of the Registrant and such
subsidiaries that are in addition to those provided under the Ecolab Savings
Plan (the "Savings Plan"). The Registrant and such subsidiaries will
partially match deferrals made by employees participating in the Plan
("Employer Matching Contribution"). Both the employee deferrals and the
Employer Matching Contributions are credited to individual accounts
("Accounts") established and maintained on the books of the Registrant or
such subsidiary in the name of each participating employee. The obligations
of the Registrant to its participating employees, as well as the obligations
of certain of its subsidiaries to the participating employees of such
subsidiaries, to the extent such subsidiary obligations have been guaranteed
by the Registrant (collectively the "Deferred Compensation Obligations"),
which are represented by the Accounts will be unsecured general obligations
of the Registrant to pay deferred compensation in the future in accordance
with the terms of the Plan and will rank pari passu with other unsecured and
unsubordinated indebtedness of the Registrant from time to time outstanding.
The amount of compensation to be deferred by each participating employee
will be determined in accordance with the Plan based on elections by the
employee. Each Deferred Compensation Obligation will be payable by the
Registrant in accordance with the terms of the Plan. All employee deferrals and
Registrant matching contributions will be deemed to have been invested in one or
more Hypothetical Investment Funds. Under this arrangement, the Deferred
Compensation Obligations are indexed to such Hypothetical Investment Funds and
are adjusted to reflect the investment experience of the Hypothetical Investment
Funds, including any appreciation or depreciation. The yield of the
Hypothetical Investment Funds corresponds to that of certain investment funds
that are designated from time to time by the Registrant for investment of
deferred compensation proceeds under the Savings Plan. One of the investment
funds so designated invests primarily in the Common Stock of the Registrant.
An employee participant's right or the right of any other person to the
Deferred Compensation Obligations cannot be assigned, alienated, sold,
garnished, transferred, pledged, or encumbered except (i) by a written
designation of a beneficiary under the Plan, (ii) by written will, (iii) by the
laws of descent and distribution or (iv) by Internal Revenue Service levy for
unpaid taxes.
The Deferred Compensation Obligations are not subject to redemption, in
whole or in part, prior
3
<PAGE>
to the payment dates specified in the Plan, except in limited circumstances
where total or partial redemption may, in the sole discretion of the Plan
Administrator, be necessary in order to alleviate the consequences of an
unforeseen emergency faced by the participating employee. However, the
Registrant reserves the right to amend or terminate the Plan at any time,
except that no such amendment or termination shall adversely affect the right
of an employee participant to the balance of his or her Account as of the
Date of such amendment or termination.
The Deferred Compensation Obligations are not convertible into any other
security of the Registrant. The Deferred Compensation Obligations will not
have the benefit of a negative pledge or any other affirmative or negative
covenant on the part of the Registrant. No trustee has been appointed having
the authority to take action with respect to the Deferred Compensation
Obligations, and each employee participant will be responsible for acting
independently with respect to, among other things, the giving of notice,
responding to any requests for consents, waivers or amendments pertaining to
the Deferred Compensation Obligations, enforcing covenants and taking action
upon default.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Kenneth A. Iverson, Vice President and Secretary of the Company, who has
passed upon the legality of the Deferred Compensation Obligations offered
hereby, is eligible for participation in the Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subsection (a) of Section 145 of the General Corporation Law of Delaware
("DGCL") empowers a corporation to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation),
by reason of the fact that such person is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the corporation,
and with respect to any criminal action or proceeding, had no reasonable
cause to believe such person's conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that such person acted in
any of the capacities set forth above, against expenses actually and reasonably
incurred by such person in connection with the defense or settlement of such
action or suit if such person acted under similar standards, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the Court of Chancery or the court in which such action
or suit was brought shall determine that, despite the adjudication of liability,
such person is fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper.
Section 145 further provides that, to the extent a director or officer of a
corporation has been successful in the defense of any action, suit or proceeding
referred to in subsections (a) and (b) or in the defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
4
<PAGE>
attorneys' fees) actually and reasonably incurred in connection therewith;
that indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
and that the scope of indemnification extends to directors, officers,
employees or agents of a constituent corporation absorbed in a consolidation
or merger and persons serving in that capacity at the request of the
constituent corporation for another. Section 145 also empowers the
corporation to purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against or incurred
by such person in any such capacity or arising out of such person's status as
such, whether or not the corporation would have the power to indemnify such
person against such liabilities under Section 145, including liabilities
under the Securities Act.
Article V of the Company's By-Laws provides for indemnification of the
Company's officers and directors to the full extent allowed by Delaware law.
In addition, Article IV of the Company's Restated Certificate of
Incorporation provides that the Company's directors do not have personal
liability to the Company or its stockholders for monetary damages for any breach
of their fiduciary duty as directors, except (i) for a breach of the duty of
loyalty, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of the law, (iii) for willful or
negligent violations of certain provisions under the DGCL imposing certain
requirements with respect to stock repurchases, redemptions and dividends, or
(iv) for any transaction from which the director derived an improper personal
benefit. Subject to these exceptions, under Article IV, directors do not have
any personal liability to the Company or its stockholders for any violation of
their fiduciary duty.
The Company has directors and officers liability insurance which protects
each director or officer from certain claims and suits, including stockholder
derivative suits, even where the director may be determined to not be entitled
to indemnification under the DGCL and claims and suits arising under the
Securities Act. The policy may also afford coverage under circumstances where
the facts do not justify a finding that the director or officer acted in good
faith and in a manner that was in or not opposed to the best interests of the
Company.
The Company has entered into indemnification agreements with each of its
directors (the "Indemnification Agreements"). The Indemnification Agreements
provide for the prompt indemnification "to the fullest extent permitted by law"
and for the prompt advancement of expenses, including attorneys' fees and other
costs, expenses and obligations paid or incurred in connection with
investigating, defending, being a witness or participating in (including on
appeal) any threatened, pending or completed action, suit or proceeding related
to the fact that such director is or was a director, officer, employee, trustee,
agent or fiduciary of the Company or is or was serving at the request of the
Company as a director, officer, employee, trustee, agent or fiduciary of another
corporation, partnership, joint venture, employee benefit plan trust or other
enterprise, or by reason of anything done or not done by a director in any such
capacity. The Indemnification Agreements further provide that the Company has
the burden of proving that a director is not entitled to indemnification in any
particular case.
The foregoing represents a summary of the general effect of the DGCL, the
Company's By-Laws and Restated Certificate of Incorporation, the Company's
directors and officers liability insurance coverage and the Indemnification
Agreements for purposes of general description only.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable - no securities are to be re-offered or resold pursuant to
this Registration Statement.
5
<PAGE>
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of the Company (incorporated by
reference to Exhibit (3) to the Company's Current Report on Form 8-K
dated October 22, 1997).
4.2 Bylaws of the Company, as amended through December 16, 1996
(incorporated by reference to Exhibit 3 to the Company's Current
Report on Form 8-K dated December 16, 1996 (File No.1-9328)).
4.3 Form of Common Stock Certificate (incorporated by reference to Exhibit
4(B) to the Company's Annual Report on Form 10-K for the year ended
December 31, 1995 (File No. 1-9328)).
4.4 Rights Agreement, dated as of February 24, 1996, between the Company
and First Chicago Trust Company of New York, as Rights Agent
(incorporated by reference to Exhibit 4 to the Company's Current
Report on Form 8-K dated February 24, 1996 (File No. 1-9328)).
5.1 Opinion and Consent of Kenneth A. Iverson (filed herewith
electronically).
15.1 Letter of Coopers & Lybrand L.L.P. regarding unaudited interim
financial information (filed herewith electronically).
23.1 Consent of Kenneth A. Iverson (included in Exhibit 5.1).
23.2 Consent of Coopers & Lybrand L.L.P. (filed herewith electronically).
23.3 Consent of KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft
Wirtschaftsprufungsgesellschaft (filed herewith electronically).
24.1 Powers of Attorney (filed herewith electronically).
ITEM 9. UNDERTAKINGS.
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) under the Securities Act
of 1933 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;
6
<PAGE>
PROVIDED, HOWEVER, that paragraphs (1)(i) and (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
with or furnished to the Commission 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.
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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant, 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 of 1933 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 Act and
will be governed by the final adjudication of such issue.
7
<PAGE>
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 of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Paul, State of Minnesota, on
November 14, 1997.
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, this
Registration Statement has been signed on November 14, 1997 by the following
persons in the capacities indicated.
/s/ Allan L. Schuman President and Chief Executive Officer
- ---------------------------------- (Principal Executive Officer) and
Allan L. Schuman Director
/s/ Michael E. Shannon Chairman of the Board, Chief Financial
- ---------------------------------- and Administrative Officer (Principal
Michael E. Shannon Financial Officer) and Director
/s/ Arthur E. Henningsen, Jr. Senior Vice President and Controller
- ---------------------------------- (Principal Accounting Officer)
Arthur E. Henningsen, Jr.
/s/ Kenneth A. Iverson
- ----------------------------------
Kenneth A. Iverson, as
attorney-in-fact for
Les S. Biller, Ruth S. Block,
James J. Howard, Joel W. Johnson,
Jerry W. Levin, Reuben F. Richards,
Richard L. Schall, Roland Schulz,
Philip L. Smith, Hugo Uyterhoeven and
Albrecht Woeste
8
<PAGE>
INDEX TO EXHIBITS
ITEM DESCRIPTION METHOD OF FILING
NO. ----------- ----------------
- ---
4.1 Restated Certificate of Incorporation Incorporated by reference to
of the Company........................ Exhibit (3) to the Company's
Current Report on Form 8-K
dated October 22, 1997.
4.2 Bylaws of the Company, as amended Incorporated by reference to
through December 16, 1996............. Exhibit 3 to the Company's
Current Report on Form 8-K
dated December 16, 1996 (File
No.1-9328).
4.3 Form of Common Stock Certificate...... Incorporated by reference to
Exhibit 4(B) to the Company's
Annual Report on Form 10-K for
the year ended December 31,
1995 (File No. 1-9328).
4.4 Rights Agreement, dated as of February Incorporated by reference to
24, 1996, between the Company and Exhibit 4 to the Company's
First Chicago Trust Company of New Current Report on Form 8-K
York, as Rights Agent................ dated February 24, 1996.
5.1 Opinion and Consent of Kenneth A. Filed herewith electronically.
Iverson..............................
15.1 Letter of Coopers & Lybrand L.L.P.
regarding unaudited interim financial
information............................ Filed herewith electronically.
23.1 Consent of Kenneth A. Iverson......... Included in Exhibit 5.1.
23.2 Consent of Coopers & Lybrand L.L.P.... Filed herewith electronically.
23.3 Consent of KPMG Deutsche Treuhand-
Gesellschaft Aktiengesellschaft
Wirtschaftsprufungsgesellschaft........ Filed herewith electronically.
24.1 Powers of Attorney..................... Filed herewith electronically.
9
<PAGE>
Exhibit 5.1
November 14, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street N.W.
Washington, D.C. 20549
Re: ECOLAB MIRROR SAVINGS PLAN/REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
I am Vice President and Secretary of Ecolab Inc., a Delaware corporation (the
"Company"). In that capacity, I have acted as counsel to the Company in
connection with the proposed filing with the Securities and Exchange Commission
expected to be made on or about November 14, 1997 under the Securities Act of
1933, as amended, of a Registration Statement on Form S-8 (the "Registration
Statement") for the purposes of registering $5,000,000 of Deferred Compensation
Obligations which represent unsecured obligations of the Company to pay, or
guarantee the payment of, deferred compensation in the future in accordance with
the terms of the Ecolab Mirror Savings Plan (the "Plan"). In such capacity, I
have examined the Restated Certificate of Incorporation and By-Laws of the
Company, the Plan, and such other documents of the Company as I have deemed
necessary or appropriate for the purposes of the opinion expressed herein.
Based upon the foregoing, I am of the opinion that, when issued in accordance
with the provisions of the Plan, the Deferred Compensation Obligations will be
valid and binding obligations of the Company, enforceable in accordance with
their terms, except as enforcement thereof may be limited by bankruptcy,
insolvency or other laws of general applicability relating to or affecting
enforcement of creditors' rights or by general equity principles.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
above-captioned Registration Statement and to its use as part of the
Registration Statement.
Yours very truly,
/s/ Kenneth A. Iverson
Kenneth A. Iverson
Vice President and Secretary
<PAGE>
Exhibit 15.1
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
We are aware that our reports dated April 21, 1997, July 22, 1997 and October
21, 1997 on our reviews of unaudited interim financial information of Ecolab
Inc. for the periods ended March 31, 1997 and 1996, June 30, 1997 and 1996,
and September 30, 1997 and 1996, and included in the Company's quarterly
reports on Form 10-Q for the quarters ended March 31, 1997, June 30, 1997 and
September 30, 1997, respectively, are incorporated by reference in this
registration statement. 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.
Saint Paul, Minnesota
November 14, 1997
<PAGE>
Exhibit 23.2
CONSENT OF COOPERS & LYBRAND L.L.P.
We consent to the incorporation by reference in this Registration Statement of
Ecolab Inc. on Form S-8 of our reports dated February 24, 1997, on our audits of
the consolidated financial statements and related financial statement schedule
of Ecolab Inc. as of December 31, 1996, 1995 and 1994 and for the years ended
December 31, 1996, 1995 and 1994, which reports are included or incorporated by
reference in Ecolab Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1996. We also consent to the references to our firm under the
caption "Incorporation of Documents by Reference."
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Saint Paul, Minnesota
November 14, 1997
<PAGE>
Exhibit 23.3
CONSENT OF KPMG DEUTSCHE TREUHAND-GESELLSCHAFT
AKTIENGESELLSCHAFT WIRTSCHAFTSPRUFUNGSGESELLSCHAFT
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated January 22, 1997, on our audit of the combined
financial statements and schedule of the Henkel-Ecolab Joint-Venture as of
November 30, 1996, 1995 and 1994 and for the periods beginning December 1, 1995,
1994 and 1993 and ended November 30, 1996, 1995 and 1994, which report is
included in Ecolab Inc.'s Annual Report on Form 10-K for the year ended December
31, 1996. We also consent to the reference to our firm under the heading
INCORPORATION OF DOCUMENTS BY REFERENCE.
Dusseldorf, Germany
November 14, 1997
KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft
Wirtschaftsprufungsgesellschaft
/s/ Stefan Haas /s/ Bernard Momken
Stefan Haas Bernard Momken
Wirtschaftsprufer Wirtschaftsprufer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That the undersigned, a Director of
Ecolab Inc., a Delaware corporation (the "Corporation"), does hereby make,
nominate and appoint ALLAN L. SCHUMAN, MICHAEL E. SHANNON, KENNETH A.
IVERSON, and each of them, to be my attorney-in-fact, with full power and
authority to sign his name to a Registration Statement on Form S-8 relating
to the registration of not more than $5,000,000 of unsecured general
obligations of the Corporation to pay, or guarantee the payment of, deferred
compensation in the future in accordance with the terms of the Ecolab Mirror
Savings Plan, and any and all amendments thereto, provided that the
Registration Statement and any amendments thereto, in final form, be approved
by said attorney-in-fact; and his name, when thus signed, shall have the same
force and effect as though I had manually signed said document or documents.
IN WITNESS WHEREOF, I have hereunto affixed my signature this 6th day of
November, 1997.
/s/ Les S. Biller
-----------------------
Les S. Biller
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That the undersigned, a Director of
Ecolab Inc., a Delaware corporation (the "Corporation"), does hereby make,
nominate and appoint ALLAN L. SCHUMAN, MICHAEL E. SHANNON, KENNETH A.
IVERSON, and each of them, to be my attorney-in-fact, with full power and
authority to sign his name to a Registration Statement on Form S-8 relating
to the registration of not more than $5,000,000 of unsecured general
obligations of the Corporation to pay, or guarantee the payment of, deferred
compensation in the future in accordance with the terms of the Ecolab Mirror
Savings Plan, and any and all amendments thereto, provided that the
Registration Statement and any amendments thereto, in final form, be approved
by said attorney-in-fact; and his name, when thus signed, shall have the same
force and effect as though I had manually signed said document or documents.
IN WITNESS WHEREOF, I have hereunto affixed my signature this 7th day of
November, 1997.
/s/ Ruth Block
-----------------------
Ruth Block
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That the undersigned, a Director of
Ecolab Inc., a Delaware corporation (the "Corporation"), does hereby make,
nominate and appoint ALLAN L. SCHUMAN, MICHAEL E. SHANNON, KENNETH A.
IVERSON, and each of them, to be my attorney-in-fact, with full power and
authority to sign his name to a Registration Statement on Form S-8 relating
to the registration of not more than $5,000,000 of unsecured general
obligations of the Corporation to pay, or guarantee the payment of, deferred
compensation in the future in accordance with the terms of the Ecolab Mirror
Savings Plan, and any and all amendments thereto, provided that the
Registration Statement and any amendments thereto, in final form, be approved
by said attorney-in-fact; and his name, when thus signed, shall have the same
force and effect as though I had manually signed said document or documents.
IN WITNESS WHEREOF, I have hereunto affixed my signature this 10th day of
November, 1997.
/s/ James J. Howard
-------------------
James J. Howard
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That the undersigned, a Director of
Ecolab Inc., a Delaware corporation (the "Corporation"), does hereby make,
nominate and appoint ALLAN L. SCHUMAN, MICHAEL E. SHANNON, KENNETH A.
IVERSON, and each of them, to be my attorney-in-fact, with full power and
authority to sign his name to a Registration Statement on Form S-8 relating
to the registration of not more than $5,000,000 of unsecured general
obligations of the Corporation to pay, or guarantee the payment of, deferred
compensation in the future in accordance with the terms of the Ecolab Mirror
Savings Plan, and any and all amendments thereto, provided that the
Registration Statement and any amendments thereto, in final form, be approved
by said attorney-in-fact; and his name, when thus signed, shall have the same
force and effect as though I had manually signed said document or documents.
IN WITNESS WHEREOF, I have hereunto affixed my signature this
7th day of November, 1997.
/s/ Joel W. Johnson
-----------------------
Joel W. Johnson
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That the undersigned, a Director of
Ecolab Inc., a Delaware corporation (the "Corporation"), does hereby make,
nominate and appoint ALLAN L. SCHUMAN, MICHAEL E. SHANNON, KENNETH A.
IVERSON, and each of them, to be my attorney-in-fact, with full power and
authority to sign his name to a Registration Statement on Form S-8 relating
to the registration of not more than $5,000,000 of unsecured general
obligations of the Corporation to pay, or guarantee the payment of, deferred
compensation in the future in accordance with the terms of the Ecolab Mirror
Savings Plan, and any and all amendments thereto, provided that the
Registration Statement and any amendments thereto, in final form, be approved
by said attorney-in-fact; and his name, when thus signed, shall have the same
force and effect as though I had manually signed said document or documents.
IN WITNESS WHEREOF, I have hereunto affixed my signature this 7th day of
November, 1997.
/s/ Jerry W. Levin
-----------------------
Jerry W. Levin
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That the undersigned, a Director of
Ecolab Inc., a Delaware corporation (the "Corporation"), does hereby make,
nominate and appoint ALLAN L. SCHUMAN, MICHAEL E. SHANNON, KENNETH A.
IVERSON, and each of them, to be my attorney-in-fact, with full power and
authority to sign his name to a Registration Statement on Form S-8 relating
to the registration of not more than $5,000,000 of unsecured general
obligations of the Corporation to pay, or guarantee the payment of, deferred
compensation in the future in accordance with the terms of the Ecolab Mirror
Savings Plan, and any and all amendments thereto, provided that the
Registration Statement and any amendments thereto, in final form, be approved
by said attorney-in-fact; and his name, when thus signed, shall have the same
force and effect as though I had manually signed said document or documents.
IN WITNESS WHEREOF, I have hereunto affixed my signature this 6th day of
November, 1997.
/s/ Reuben F. Richards
-----------------------
Reuben F. Richards
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That the undersigned, a Director of
Ecolab Inc., a Delaware corporation (the "Corporation"), does hereby make,
nominate and appoint ALLAN L. SCHUMAN, MICHAEL E. SHANNON, KENNETH A.
IVERSON, and each of them, to be my attorney-in-fact, with full power and
authority to sign his name to a Registration Statement on Form S-8 relating
to the registration of not more than $5,000,000 of unsecured general
obligations of the Corporation to pay, or guarantee the payment of, deferred
compensation in the future in accordance with the terms of the Ecolab Mirror
Savings Plan, and any and all amendments thereto, provided that the
Registration Statement and any amendments thereto, in final form, be approved
by said attorney-in-fact; and his name, when thus signed, shall have the same
force and effect as though I had manually signed said document or documents.
IN WITNESS WHEREOF, I have hereunto affixed my signature this
6th day of November, 1997.
/s/ Richard L. Schall
-----------------------
Richard L. Schall
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That the undersigned, a Director of
Ecolab Inc., a Delaware corporation (the "Corporation"), does hereby make,
nominate and appoint ALLAN L. SCHUMAN, MICHAEL E. SHANNON, KENNETH A.
IVERSON, and each of them, to be my attorney-in-fact, with full power and
authority to sign his name to a Registration Statement on Form S-8 relating
to the registration of not more than $5,000,000 of unsecured general
obligations of the Corporation to pay, or guarantee the payment of, deferred
compensation in the future in accordance with the terms of the Ecolab Mirror
Savings Plan, and any and all amendments thereto, provided that the
Registration Statement and any amendments thereto, in final form, be approved
by said attorney-in-fact; and his name, when thus signed, shall have the same
force and effect as though I had manually signed said document or documents.
IN WITNESS WHEREOF, I have hereunto affixed my signature this 10th day of
November, 1997.
/s/ Roland Schulz
-----------------------
Roland Schulz
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That the undersigned, a Director of
Ecolab Inc., a Delaware corporation (the "Corporation"), does hereby make,
nominate and appoint ALLAN L. SCHUMAN, MICHAEL E. SHANNON, KENNETH A.
IVERSON, and each of them, to be my attorney-in-fact, with full power and
authority to sign his name to a Registration Statement on Form S-8 relating
to the registration of not more than $5,000,000 of unsecured general
obligations of the Corporation to pay, or guarantee the payment of, deferred
compensation in the future in accordance with the terms of the Ecolab Mirror
Savings Plan, and any and all amendments thereto, provided that the
Registration Statement and any amendments thereto, in final form, be approved
by said attorney-in-fact; and his name, when thus signed, shall have the same
force and effect as though I had manually signed said document or documents.
IN WITNESS WHEREOF, I have hereunto affixed my signature this 10th day of
November, 1997.
/s/ Philip L. Smith
-----------------------
Philip L. Smith
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That the undersigned, a Director of
Ecolab Inc., a Delaware corporation (the "Corporation"), does hereby make,
nominate and appoint ALLAN L. SCHUMAN, MICHAEL E. SHANNON, KENNETH A.
IVERSON, and each of them, to be my attorney-in-fact, with full power and
authority to sign his name to a Registration Statement on Form S-8 relating
to the registration of not more than $5,000,000 of unsecured general
obligations of the Corporation to pay, or guarantee the payment of, deferred
compensation in the future in accordance with the terms of the Ecolab Mirror
Savings Plan, and any and all amendments thereto, provided that the
Registration Statement and any amendments thereto, in final form, be approved
by said attorney-in-fact; and his name, when thus signed, shall have the same
force and effect as though I had manually signed said document or documents.
IN WITNESS WHEREOF, I have hereunto affixed my signature this
7th day of November, 1997.
/s/ Hugo Uyterhoeven
-----------------------
Hugo Uyterhoeven
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That the undersigned, a Director of
Ecolab Inc., a Delaware corporation (the "Corporation"), does hereby make,
nominate and appoint ALLAN L. SCHUMAN, MICHAEL E. SHANNON, KENNETH A.
IVERSON, and each of them, to be my attorney-in-fact, with full power and
authority to sign his name to a Registration Statement on Form S-8 relating
to the registration of not more than $5,000,000 of unsecured general
obligations of the Corporation to pay, or guarantee the payment of, deferred
compensation in the future in accordance with the terms of the Ecolab Mirror
Savings Plan, and any and all amendments thereto, provided that the
Registration Statement and any amendments thereto, in final form, be approved
by said attorney-in-fact; and his name, when thus signed, shall have the same
force and effect as though I had manually signed said document or documents.
IN WITNESS WHEREOF, I have hereunto affixed my signature this 13th day of
November, 1997.
/s/ Albrecht Woeste
-----------------------
Albrecht Woeste
