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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): October 9, 1997
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ECOLAB INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-9328 41-0231510
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Ecolab Center, 370 N. Wabasha, St. Paul, Minnesota 55102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, include area code: 612-293-2233
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(Not applicable)
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(Former name or former address, if changed from last report.)
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Item 5. OTHER EVENTS.
On October 9, 1997, Ecolab Inc. ("Ecolab") announced that the Board of
Directors of Gibson Chemical Industries Limited ("Gibson") has unanimously
recommended Gibson shareholders accept Ecolab's increased revised cash offer of
A$9.00 per share for all the outstanding shares of Gibson in the absence of a
higher offer. Ecolab agreed to waive all conditions attached to its offer other
than the usual conditions under Australian law and approval under the Australia
Foreign Acquisitions and Takeovers Act, which approval is expected shortly.
Ecolab' offer, to be made by an Australian subsidiary, is expected to be
mailed to Gibson shareholders October 17, 1997 and will remain open for
one month. Ecolab's subsidiary currently owns approximately 15.9% of the
shares of Gibson which it previously acquired at prices ranging from A$7.10 to
A$8.25 per share. Gibson, a manufacturer and marketer of cleaning and
sanitizing products, is located in Melbourne, Victoria, Australia and has
approximately 22.4 million shares outstanding. Gibson's shares are traded on
the Australian Stock Exchange.
Gibson proposes to declare a fully-franked (tax-favored) A$0.30 per share
dividend which will be paid at the same time as the previously announced A$0.20
per share fully-franded final dividend. The books closing date for both
dividends will be November 7, 1997. Under the terms of Ecolab's offer,
shareholders whose acceptances are registered after the November 7, 1997 books
closing date will retain the A$0.50 in fully-franked dividends and receive
A$8.50 from Ecolab if they accept the offer. Shareholders whose acceptances are
registered prior to the November 7, 1997 books closing date will receive the
A$9.00 cash per share from Ecolab and will not receive any dividend.
Ecolab's A$9.00 per share offer is a final offer and will not be increased
in the absence of a higher competing offer. No higher competing offer is
expected by Gibson or by Ecolab.
A copy of the News Release issued by Ecolab on October 9, 1997 is attached
as Exhibit (99).
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
(99) Ecolab News Release dated
October 9, 1997.
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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
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Kenneth A. Iverson
Vice President and Secretary
Date: October 9, 1997
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION METHOD OF FILING
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(99) Ecolab News Release Filed herewith electronically
dated October 9, 1997.
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[LETTERHEAD]
RELEASE DATE:
FOR IMMEDIATE RELEASE
CONTACT:
Michael J. Monahan (612) 293-2809 (Tel)
(612) 225-3123 (Fax)
GIBSON RECOMMENDS ECOLAB'S A$9.00 OFFER;
ECOLAB'S TENDER OFFER FOR GIBSON EXPECTED TO BEGIN OCTOBER 17
ST. PAUL, Minn., October 9, 1997: Gibson Chemical Industries Limited and
Ecolab Inc. today announced Gibson's board of directors has unanimously
recommended Gibson shareholders accept Ecolab's increased revised cash offer
price of A$9.00 per share in the absence of a higher offer. All Gibson
directors intend to accept the Ecolab offer in respect to all shares owned or
controlled by them.
The Chairman of Gibson, Richard F.E. Warburton, said "After due
consideration of the Ecolab proposal, the Board unanimously decided that the
increased offer of A$9.00 per share was an excellent result for Gibson
shareholders. We have extensively explored all other alternatives to maximize
shareholder value and none would provide this level of benefit to our
shareholders. Grant Samuel & Associates has undertaken a detailed valuation of
the business and has concluded the offer is fair and reasonable to Gibson
shareholders."
Ecolab's Chairman and Chief Financial and Administrative Officer, Michael
E. Shannon, said "We are pleased the Gibson directors recommended our offer.
With their Board's
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recommendation, we are confident that our offer will be well-supported by Gibson
shareholders.
"We value the skills and expertise of the Gibson workforce. We share many
common philosophies and aspirations with the Gibson team, and look forward to
meeting the Gibson employees and customers to ensure the merger proceeds
smoothly. We expect our combined businesses will create a new era of expanded
growth in Southeast Asia, improved service to our customers and better
opportunities for our employees."
Ecolab proposes to waive all conditions attached to its prior offer other
than the usual conditions under Australian law and approval under the Foreign
Acquisitions and Takeovers Act, which is expected shortly. The offer is
expected to be mailed to shareholders October 17, 1997 and will remain open for
one month. Ecolab has agreed to pay accepting shareholders within 14 days of
the receipt of valid acceptances or the offer becoming unconditional, whichever
is later. As previously announced, Ecolab already owns 15.9% of Gibson shares
purchased at prices ranging from A$7.10 and A$8.25. Gibson has approximately
22.4 million shares outstanding.
Gibson proposes to declare a fully-franked (tax-favored) A$0.30 per share
dividend which will be paid at the same time as the previously announced A$0.20
per share fully-franked final dividend. The books closing date for both
dividends will be November 7, 1997. Under the terms of Ecolab's offer,
shareholders whose acceptances are registered after the November 7, 1997 books
closing date will retain the A$0.50 in fully-franked dividends and receive
A$8.50 from Ecolab if they accept the offer. Shareholders whose acceptances are
registered prior to the November 7, 1997 books closing date will receive the
A$9.00 cash per share from Ecolab and will not receive any dividend.
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Ecolab's A$9.00 per share offer is a final offer and will not be increased
in the absence of a higher competing offer. No higher competing offer is
expected by Gibson or by Ecolab.
Ecolab is the leading global developer and marketer of premium cleaning,
sanitizing, maintenance and pest elimination products and services for the
hospitality, institutional and industrial markets. For the year ended December
31, 1996, Ecolab reported sales of US$1.5 billion; including European joint
venture sales of US$0.9 billion, Ecolab's global sales coverage was US$2.4
billion. Ecolab shares are traded on the New York Stock Exchange and the Pacific
Exchange under the symbol ECL.
Ecolab news releases and other investor information are available on the
Internet at http://www.ecolab.com; and by telephone at 1-800-322-8335.
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