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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 2, 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 2, 1997, Ecolab Inc. ("Ecolab") announced its intention to
increase its offer price to A$8.75 per share or, subject to certain conditions
to A$9.00, for all the outstanding shares of Gibson Chemical Industries Limited
("Gibson") not owned by Ecolab. Gibson, a manufacturer and marketer of cleaning
and sanitizing products, is located in Melbourne, Victoria, Australia and its
shares are traded on the Australian Stock Exchange. The offer is to be made by
an Australian subsidiary of Ecolab. The subsidiary currently owns approximately
15.9% of the shares of Gibson which it previously acquired through on-market
purchases from six of Gibson's major institutional shareholders at prices
between A$7.10 and A$8.25 per share.
Copies of the News Releases issued by Ecolab and by Ecolab's Australia
subsidiary on October 2, 1997 are attached as Exhibit (99)A and Exhibit (99)B,
respectively.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
(99)A. Ecolab Inc. News Release dated October 2, 1997.
(99)B. Ecolab Australia Pty Limited News Release dated
October 2, 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 2, 1997
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION METHOD OF FILING
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(99)A. Ecolab Inc. News Release Filed herewith electronically
dated October 2, 1997.
(99)B. Ecolab Australia Pty Filed herewith electronically
Limited News Release
dated October 2, 1997.
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FOR IMMEDIATE RELEASE
Michael J. Monahan (612) 293-2809 (Tel)
(612) 225-3123 (Fax)
ECOLAB ANNOUNCES INCREASE IN OFFER FOR
GIBSON CHEMICAL INDUSTRIES AND
SEEKS BOARD RECOMMENDATION
ST. PAUL, Minnesota, October 2, 1997: Ecolab Inc. today announced its
intention to increase its offer price to A$8.75 per share under its offer to
acquire all the ordinary shares of Gibson Chemical Industries Limited of
Melbourne, Victoria, Australia. This will be a final offer (in the absence of a
competing offer). The offer is being made by an Australian subsidiary of
Ecolab.
Over recent days Ecolab has had extensive discussions with the Chairman of
Gibson and its Managing Director to seek a recommended offer. It was
fundamental to the discussions that Gibson was worth more to Ecolab on the basis
of an offer that was recommended by the Gibson Board of Directors.
For this reason Ecolab advised the Gibson Board that it would be prepared
to make a final offer at A$9.00 per share if a unanimous recommendation was
agreed by the Gibson Board, otherwise its final offer would be A$8.75 per
share.
Ecolab had also advised Gibson that it would allow part of the total A$9.00
consideration to be received by Gibson shareholders by way of a fully franked
(i.e. tax favored) dividend, which Ecolab understands could be up to
approximately A$0.50 per share.
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Ecolab requested the decision of the Gibson Board by 5:00 pm October 2
(Australian time). The AU$9.00 proposal was not accepted by the Gibson Board.
Ecolab's final offer will therefore be A$8.75 per share (in the absence of
a competing offer) unless the Gibson Board agrees to unanimously recommend
Ecolab's A$9.00 per share proposal, by no later than 10:00 am, Wednesday,
October 8, 1997 (Australian time), and the detail of the recommendation by
Gibson's Directors is acceptable to Ecolab.
Ecolab believes that an offer of A$9.00 is very generous and therefore
encourages the Gibson Board to reconsider its position.
Ecolab has already acquired a 15.9% shareholding in Gibson through on-
market purchases from six of Gibson's major institutional shareholders at prices
between A$7.10 and A$8.25.
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-FACT-ECL.
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ECOLAB ANNOUNCES INCREASE IN OFFER FOR
GIBSON CHEMICAL INDUSTRIES AND
SEEKS BOARD RECOMMENDATION
Ecolab Australia Pty Limited ("Ecolab") today announced its intention to
increase its offer price to $8.75 per share under its offer to acquire all the
ordinary shares of Gibson Chemical Industries Limited ("Gibson"). This will be
a final offer (in the absence of a competing offer).
Over recent days Ecolab has had extensive discussions with the Chairman of
Gibson and its Managing Director to seek a recommended offer. It was
fundamental to the discussions that Gibson was worth more to Ecolab on the basis
of an offer that was recommended by the Board of Directors.
For this reason Ecolab advised the Gibson Board that it would be prepared to
make a final offer at $9.00 per share if a unanimous recommendation was agreed
by the Gibson Board, otherwise its final offer would be $8.75 per share.
Ecolab had also advised Gibson that it would allow part of the total $9.00
consideration to be received by Gibson shareholders by way of a fully franked
dividend, which Ecolab understands could be up to approximately 50 cents per
share. A 50 cent per share fully franked dividend would have attached 28.125
cents per share of franking for shareholders.
Ecolab requested the decision of the Gibson Board by 5.00pm today. The $9.00
proposal has not been accepted by the Gibson Board.
Ecolab's final offer will therefore be $8.75 per share (in the absence of a
competing offer) unless the Gibson Board agrees to unanimously recommend
Ecolab's $9.00 per share proposal, by no later than 10.00am Wednesday 8th
October 1997, and the detail of the recommendation by Gibson's Directors is
acceptable to Ecolab.
Ecolab believes that an offer of $9.00 is very generous and therefore encourages
the Gibson Board to reconsider its position.
An offer price of $8.75 per share represents:
- - a multiple of approximately 21 times Gibson's 1997 earnings per share
(fully diluted, ex abnormals);
- - a premium of approximately 43% over Gibson's 12 month weighted average
share price prior to Ecolab's on market purchases; and
- - a premium to net tangible assets per share (as at 30 June 1997) of
approximately 165%.
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Ecolab has already acquired a 15.9% shareholding in Gibson through on-market
purchases from six of Gibson's major institutional shareholders at prices
between A$7.10 and A$8.25.
For further information please contact:
Michael J. Monahan Chris Mackay/Matthew Grounds
Vice President External Relations SBC Warburg Australia Corporate Finance
Ecolab Inc. Tel: (02) 9324 2475/2484
Ecolab Center
370 Wabasha Street N.
St. Paul, MN 55102
Tel: (612) 293 2809
Dated: 2 October 1997
