<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a party other than the Registrant /X/
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
ECOLAB INC.
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(Name of Registrant as Specified In Its Charter)
Merrill Corporation
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[LOGO]
ECOLAB INC.
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Ecolab Center
370 N. Wabasha Street
St. Paul, Minnesota 55102
612/293-2233
September 19, 1997
DEAR FELLOW STOCKHOLDER:
Your Board of Directors has called a Special Meeting of Stockholders, to be held
at 9:00 a.m. on Wednesday, October 22, 1997, at Ecolab Center, 370 N. Wabasha
St., St. Paul, Minnesota 55102. The sole purpose of the meeting is to approve an
increase in Ecolab's authorized Common Stock as more fully described in the
Notice of the Special Meeting and the Proxy Statement that follow. We urge you
to read both carefully.
If you will not be able to attend the meeting, we encourage you to exercise your
right as a stockholder and vote. Please sign, date and promptly return the
accompanying proxy card using the enclosed self-addressed envelope.
Sincerely,
[SIGNATURE] [SIGNATURE]
Allan L. Schuman Michael E. Shannon
President and Chief Executive Officer Chairman of the Board
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE AND RETURN THE
ACCOMPANYING PROXY AS SOON AS POSSIBLE.
<PAGE>
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 22, 1997
TO THE STOCKHOLDERS OF ECOLAB INC.:
A Special Meeting of Stockholders of Ecolab Inc. will be held on Wednesday,
October 22, 1997, at 9:00 a.m. at Ecolab Center, 370 N. Wabasha Street, St.
Paul, Minnesota 55102, to consider and take action upon a proposal to amend and
restate the Company's Restated Certificate of Incorporation to increase the
authorized Common Stock of the Company from the current 100,000,000 shares to
200,000,000 shares as more fully explained in the Proxy Statement.
The Board of Directors has fixed the close of business on September 2, 1997, as
the record date for the determination of stockholders entitled to notice of and
to vote at the meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK, DATE AND SIGN THE
ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. IF YOU
ATTEND THE MEETING, YOU MAY VOTE YOUR SHARES IN PERSON EVEN THOUGH YOU HAVE
PREVIOUSLY SIGNED AND RETURNED YOUR PROXY.
By Order of the Board of Directors
KENNETH A. IVERSON,
Vice President and Secretary
September 19, 1997
<PAGE>
ECOLAB INC.
Ecolab Center, 370 N. Wabasha Street, St. Paul, Minnesota 55102
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
OCTOBER 22, 1997
This Proxy Statement, which is first being mailed to stockholders on or about
September 19, 1997, is furnished in connection with the solicitation of proxies
on behalf of the Board of Directors of Ecolab Inc., a Delaware corporation
(hereinafter called the "Company"), from holders of Common Stock of the Company,
to be voted at a Special Meeting of Stockholders to be held at 9:00 A.M. on
Wednesday, October 22, 1997, and at any adjournment thereof.
Holders of Common Stock of record at the close of business on September 2, 1997,
will be entitled to vote at the meeting and any adjournment thereof. At that
time, the Company had outstanding and entitled to vote shares of
Common Stock. Each of such shares is entitled to one vote on each matter
presented at the meeting. The presence at the meeting, in person or by proxy, of
the holders of a majority of the issued and outstanding shares of Common Stock
entitled to vote, is required for a quorum for the transaction of business.
Shares represented by a proxy with instructions to abstain and any shares
represented by a limited proxy (i.e., a broker non-vote) will be counted in
determining whether a quorum is present.
If the stockholder is a participant in the Company's Dividend Reinvestment Plan
or a non-objecting beneficial owner participant in the Company's Employee Stock
Purchase Plan, the proxy represents the number of shares held on account of the
participant in those plans as well as shares held of record by the participant.
With respect to participants and beneficiaries of the Company's defined
contribution 401(k) Savings Plan, the proxy also serves as the voting
instruction card to the plan trustee and represents the stockholder's
proportional interest in shares of Common Stock beneficially held by the
trustee.
Proxies in proper form received by the time of the meeting will be voted as
specified. A stockholder giving a proxy may revoke it at any time before it is
exercised by submitting a written revocation, a subsequently dated proxy, or by
attending the meeting and voting in person.
The Company will bear the cost of the preparation and solicitation of proxies,
including the charges and expenses of brokerage firms, banks or other nominees
for forwarding proxy material to beneficial owners. In addition to solicitation
by mail, proxies may be solicited by telephone, telegraph or personally. The
Company has retained Georgeson & Company Inc., Wall Street Plaza, New York, NY
10005, to aid in the solicitation of proxies for a fee of $8,000 plus expenses.
Proxies may also be solicited by certain directors, officers and employees of
the Company without extra compensation.
1
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information as to entities which have reported to
the Securities and Exchange Commission ("SEC") or have advised the Company that
they are a "beneficial owner," as defined by the SEC rules and regulations, of
more than five percent of the Company's outstanding Common Stock.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT OF
CLASS OF BENEFICIAL OWNER OWNERSHIP CLASS(1)
<S> <C> <C> <C>
Common Henkel KGaA 8,137,056(2) _____%
Henkelstrasse 67
Postfach 1100
40191 Dusseldorf 13
Germany
Common HC Investments, Inc. 7,333,332(3) _____%
1105 North Market Street
Suite 1300
Wilmington, DE 19899
</TABLE>
(1) The percent of class is based on the number of voting shares outstanding as
of September 2, 1997.
(2) Henkel KGaA is a partnership limited by shares organized under the laws of
Germany. The Company understands that the majority of the voting stock of
Henkel KGaA is controlled by members of the Henkel family. Voting shares of
the Company beneficially owned by Henkel KGaA are subject to an agreement
containing certain restrictions pertaining to, among other things, maximum
shareholding, transfer and voting rights. For a description of the
agreement, see the information found at page 4 hereof under the heading
"Stockholder Agreement."
(3) HC Investments, Inc., a Delaware corporation, is an indirect, wholly-owned
subsidiary of Henkel KGaA. Voting shares of the Company beneficially owned
by HC Investments, Inc. are bound by the terms of the agreement between the
Company and Henkel KGaA, as described at page 4 hereof.
SECURITY OWNERSHIP OF MANAGEMENT
In general, "beneficial ownership" includes those shares of Common Stock which a
director or officer has the power to vote or transfer, as well as stock options
that are exercisable currently or within 60 days. On September 2, 1997, the
executive officers and directors of the Company owned, in the aggregate
shares of Common Stock which is approximately percent of shares
outstanding. The detail of beneficial ownership is set forth in the following
table. No individual executive officer or director beneficially owned in excess
of one percent of the outstanding stock.
Non-employee directors also have interests in stock units under the Company's
1997 Non-Employee Director Deferred Compensation Plan which was approved by the
Stockholders in May, 1997. The stock units are Common Stock equivalents and will
be paid in the form of Common Stock when a
2
<PAGE>
director leaves the Board. Although the stock units may not be voted or
transferred, they are shown in the table below because they represent part of
the total economic interest of the directors in Company stock.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP STOCK UNITS TOTAL
<S> <C> <C> <C> <C>
Allan L. Schuman ______(1)(2) 0 ______ ______
Michael E. Shannon ______(1)(2)(3) 0 ______ ______
John P. Spooner ______(1)(2) 0 ______ ______
James L. McCarty ______(1)(2) 0 ______ ______
Gerald K. Carlson ______(1)(2) 0 ______ ______
Leslie S. Biller* ______ 0 ______ ______
Ruth S. Block* ______(2) ______ ______ ______
James J. Howard* ______(2) ______ ______ ______
Joel W. Johnson* ______(2) ______ ______ ______
Jerry W. Levin* ______(2) ______ ______ ______
Reuben F. Richards* ______(2) ______ ______ ______
Richard L. Schall* ______(2) ______ ______ ______
Roland Schulz* ______(2) ______ ______ ______
Philip L. Smith* ______(2) ______ ______ ______
Hugo Uyterhoeven* ______(2) ______ ______ ______
Albrecht Woeste* ______(2) ______ ______ ______
Current Directors and
Executive Officers
as a Group
(23 persons) ______(4)
</TABLE>
(*) Non-employee director of the Company.
(1) Includes the following shares held by officers in the Ecolab Savings Plan
as of the last Plan report: Mr. Schuman, ; Mr. Shannon,
; Mr. Spooner, ; Mr. McCarty, ; and Mr.
Carlson, .
(2) Includes the following shares which could be purchased under
Company-granted stock options within 60 days from September 2, 1997: Mr.
Schuman, ; Mr. Shannon, ; Mr. Spooner, ; Mr. McCarty,
; Mr. Carlson, ; Ms. Block, ; Mr. Howard, ; Mr.
Johnson ; Mr. Levin, ; Mr. Richards, ; Mr. Schall, ;
Mr. Schulz, ; Mr. Smith, ; Mr. Uyterhoeven, ; Mr. Woeste,
.
(3) Includes shares held by Mr. Shannon's wife.
(4) Includes shares held by or on behalf of family members of directors
and executive officers, shares held for executive officers in
Company-sponsored employee benefit plans as of the last plan reports,
shares to which these persons have the right to acquire beneficial
ownership within sixty days of September 2, 1997, by the exercise of
Company-granted stock options and shares held by executive officers
under Company-granted restricted stock awards which are subject to events of
forfeiture.
3
<PAGE>
STOCKHOLDER AGREEMENT
As of September 2, 1997, Henkel KGaA ("Henkel") and its affiliates owned
approximately 15.47 million shares of the Company's Common Stock as set forth in
the table of Security Ownership of Certain Beneficial Owners located on page
hereof.
Henkel's equity ownership in the Company is subject to an agreement
("Stockholder's Agreement") containing certain restrictions pertaining to, among
other things, maximum shareholding, transfer and voting rights. Generally, the
Stockholder's Agreement terminates on June 26, 2009 (subject to a two year
extension as described below). During the year second preceding such date,
Henkel and the Company will commence negotiations for an extension of the term.
If an agreement to extend such term is not reached, Henkel would have the right,
and in certain circumstances the obligation, to purchase the Company's interest
in the Henkel-Ecolab Joint Venture operated by the Company and Henkel in Europe.
The Joint Venture conducts industrial and institutional cleaning and sanitizing
business in Europe. The purchase price shall be paid by Henkel in the Company's
Common Stock owned by it, with any excess price payable in cash. If the value of
Henkel's Common Stock ownership exceeds the purchase price, then the Company may
acquire such remaining Common Stock at market value. After any such purchase,
the Stockholder's Agreement would remain in effect for an additional two years.
In addition, the Stockholder's Agreement provides that if the Joint Venture is
terminated or Henkel owns less than one percent of the Company's Common Stock,
the Stockholder's Agreement will terminate two years after the later of such
events.
Pursuant to the Stockholder's Agreement, Henkel is precluded from acquiring more
than 26% of the Company's outstanding Common Stock prior to July 11, 2000 and
30% thereafter through the period of the Stockholder's Agreement, or from
acting, alone or in concert with others, to control or influence the Company.
Henkel may sell its shares of the Company's Common Stock under certain
conditions specified in the Stockholder's Agreement subject to the Company's
right of first refusal. In addition, Henkel has agreed to vote its shares, in
the case of election of directors of the Company or certain stockholder
proposals, in accordance with the recommendation or directions of the Board. In
all other cases, except with respect to certain "strategic transactions," Henkel
may vote, at its option, either in accordance with the recommendation of the
Board or pro rata in the same manner and proportion that votes of the
stockholders of the Company (other than Henkel and officers or directors of the
Company) have been cast. Any vote with respect to "strategic transactions"
(among other things, an increase in the authorized shares or an amendment to the
Certificate of Incorporation, as well as a disposition, recapitalization or
dissolution of the Company or other transactions which could have a material
effect upon Henkel's investment in the Common Stock) may be cast at Henkel's
sole discretion. Henkel also is entitled to designate nominees for election to
the Company's Board of Directors proportionate to the percentage of its holding
of voting securities in the Company (rounded to the nearest whole number).
Currently, Henkel has designated for election three of the Company's 13
directors. Those directors are: Roland Schulz, Albrecht Woeste and Hugo
Uyterhoeven.
4
<PAGE>
PROPOSAL TO INCREASE THE AUTHORIZED COMMON STOCK
The Board of Directors of the Company has approved and recommends to the
stockholders a proposal to amend Article III of the Company's Restated
Certificate of Incorporation (the "Certificate") to increase the total number of
shares of all classes of capital stock which the Corporation shall have
authority to issue from 115,000,000 to 215,000,000 shares by increasing the
number of authorized shares of Common Stock, par value $1.00 per share, from
100,000,000 shares to 200,000,000 shares and that the Certificate, as so
amended, be restated in its entirety. The amendment to the Certificate is shown
on the Appendix to this Proxy Statement. At September 2, 1997, shares
of Common Stock were issued and outstanding. In addition, as of that date,
shares of Common Stock were reserved for issuance pursuant to the
Company's employee benefit plans. As a result, only shares of Common
Stock remain available for future financing and other corporate purposes.
The Board of Directors believes that the proposed increase in the authorized
Common Stock is in the best interests of the Company and its stockholders.
REASON FOR THE PROPOSAL
The Board's primary purpose in submitting the proposed amendment to the
stockholders at this time is to provide the Company with the flexibility to
adjust the number of shares of Common Stock outstanding in order to promote a
broad market for such stock. Management's continuing efforts to improve the
financial condition and results of operations of the Company have been
successful and have been reflected in an increased price of the Common Stock. As
a result, the Board of Directors is currently considering effecting a split of
the Company's Common Stock which would result in a market price believed to be
more attractive to a broader spectrum of investors, particularly individual
investors. The Board's decision in this regard is necessarily contingent upon
numerous factors including, but not limited to, the number of shares of Common
Stock of the Company authorized for issuance, fluctuations in the stock market,
the prevailing condition of the overall economy and the market price of the
Common Stock. It is, therefore, possible that a decision to split the stock may
not be taken. However, should the Board of Directors conclude to split the
Common Stock, stockholder approval of an amendment to increase the number of
authorized shares of Common Stock would be necessary to enable the Company to
effectuate such a split. By obtaining shareholder approval now, the Board will
avoid the delay which would be required for obtaining such approval. Conversely,
delaying the proposal to increase the authorized Common Stock until the next
regularly-scheduled Annual Meeting in May, 1998 would necessarily eliminate the
Board's ability to effect a stock split prior to that date. A stock split would
not require further stockholder approval.
In addition to providing flexibility to effect a stock split, the availability
of additional shares would provide the Company with the flexibility to issue
Common Stock for a variety of other proper corporate purposes without further
action by the Company's stockholders, except as may be required by law,
regulation or stock exchange rule. As a result, the Company would be in a better
position to take prompt advantage of opportunities for which the issuance of
Company stock might be appropriate including, without limitation, the sale of
stock to obtain additional capital funds, the purchase of property, the
acquisition or merger into the Company of other companies, the use of additional
shares
5
<PAGE>
for various equity compensation and other employee benefit plans, the
declaration of stock dividends or other corporate distributions, or other bona
fide corporate purposes. If the amendment were postponed until specific needs
arose for an amount of shares in excess of the amount of Common Stock authorized
for issuance, the Company's ability to respond promptly and effectively might be
adversely impacted by the additional expenses and delay resulting from the
stockholder approval process.
Other than the shares which may be required to effectuate the contemplated stock
split, the Company has no present arrangements, agreements, understandings or
plans for the issuance or use of the additional shares proposed to be authorized
by the amendment.
EFFECTS OF THE PROPOSAL
The Board of Directors is authorized to issue the Common Stock for such
consideration as the Board may fix and for any corporate purposes. Such issuance
can be undertaken without the further action of stockholders except as may be
required by law, regulation or stock exchange rule.
If the proposal is approved, the holders of additional shares of Common Stock
issued in the future would have the same rights and privileges as the holders of
Common Stock currently authorized and outstanding. The Company's stockholders do
not have preemptive rights with respect to future issuances of additional shares
of Common Stock, which means that current stockholders do not have a prior right
to purchase any new issue of Common Stock of the Company in order to maintain
their proportionate ownership interest. As a result, the issuance of a
significant amount of additional authorized Common Stock (other than a stock
split or other pro rata distribution to stockholders) would result in a
significant dilution of the beneficial ownership interests and/or voting power
of each Company stockholder who does not purchase additional shares to maintain
his or her pro rata interest.
ANTI-TAKEOVER EFFECTS AND OTHER PROVISIONS
The rules of the Securities Exchange Commission require that the Company discuss
the following additional matters.
Although an increase in the authorized shares could, under certain
circumstances, also be construed as having an anti-takeover effect (e.g., the
additional shares could be used to dilute the stock ownership of a person
seeking to effect a change in the composition of the Board of Directors or
contemplating a tender offer or other transaction for the combination of the
Company with another company), the current proposal to amend the Certificate is
not in response to any such effort. Nor is the proposal part of a plan to
recommend a series of similar amendments. Further, the Board does not currently
contemplate recommending the adoption of other amendments to the Certificate
which could be construed to affect the ability of third parties to take over or
change control of the Company.
The Company's Stockholder Rights Agreement (the "Rights Agreement") is designed
to promote continuity and stability, deter coercive or partial takeover offers
which will not provide fair value to all stockholders and to generally enhance
the Board's ability to represent all stockholders and thereby maximize
stockholder value. The Rights Agreement provides, among other things, that upon
the occurrence of certain triggering events, each Right will become exercisable
for an amount of Company Common Stock having a fair market value at such time
equal to twice the exercise price of the Right. No such triggering event has
occurred and the Board of Directors is not currently aware of any
6
<PAGE>
events which would suggest a triggering event is likely to occur. However, were
such an event to occur, and if holders of Rights elected to exercise the Rights
to purchase Common Stock, then shares of Common Stock issued upon such exercise
might include shares authorized under the proposed amendment. However, the
capital increase is not being proposed for purposes of the Rights Plan and the
Board believes that the Rights Plan operates effectively without such increase.
A copy of the Rights Agreement has been filed with the Securities and Exchange
Commission as an Exhibit to a Current Report on Form 8-K, filed February 27,
1996. The summary description of the Rights and the Rights Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Rights Agreement.
The Company's Certificate classifies the Board of Directors into three classes
of directors serving staggered three-year terms and provides that the Board has
the exclusive right to determine the number of directors. A director of the
Company can be removed only for cause upon the vote of a majority of the shares
entitled to vote. The Company's By-Laws provide that 80 percent or more of the
required voting power of stockholders is necessary to call a special meeting of
stockholders.
The Company's Certificate also provides that the Board has the right (which to
the extent exercised is exclusive) to determine matters involving Board
governance and the Board's power to manage and direct the business of the
Company, and no by-law shall be adopted to impede such right of the Board.
The Company's Certificate contains provisions which require that a Business
Combination between the Company and an Interested Stockholder (generally any
holder of more than 10 percent of the voting power) would require approval of
the affirmative vote of 80 percent of the voting power of the voting stock
unless either (a) a majority of the directors who are not affiliated with the
Interested Stockholder and who were directors before the Interested Stockholder
acquired its 10 percent interest has approved such Business Combination or (b)
certain form of consideration, minimum price and procedural conditions have been
met. If the 80 percent vote required by the Certificate is obtained in
connection with a particular Business Combination, satisfaction of the
conditions specified in (a) and (b) would not be required.
EFFECTIVE DATE AND BOARD RECOMMENDATION
If approved, the amendment would become effective upon the filing with the
Secretary of State of Delaware of a Restated Certificate of Incorporation, which
filing is expected to take place shortly after the stockholders approve the
amendment. The only changes to the current Certificate are those made by the
proposed amendment. Stockholder approval of the amendment will also constitute
approval of the filing of a Restated Certificate of Incorporation incorporating
the amendment to the Certificate as shown on the Appendix.
BOARD OF DIRECTORS RECOMMENDATION
The Board of Directors recommends that the stockholders vote FOR approval of the
capital increase. The affirmative vote of a majority of the Company's
outstanding Common Stock entitled to vote at the meeting is required to adopt
the amendment; therefore, abstentions and broker non-votes will effectively
count as votes against the proposal. Unless a contrary choice is specified,
proxies solicited by the Board of Directors will be voted FOR approval of the
Capital Increase.
7
<PAGE>
OTHER MATTERS
FUTURE STOCKHOLDER PROPOSALS -- ANNUAL MEETING
Any stockholder proposal to be considered by the Company for inclusion in the
Proxy Statement and form of proxy for the Annual Meeting of Stockholders in
respect of the year ending December 31, 1997, scheduled to be held on May 8,
1998, must be received by the Secretary of the Company at the Company's
principal executive offices located at the address found at the top of page 1,
no later than November 29, 1997.
Stockholder proposals not included in a proxy statement for an annual meeting
must comply with advance notice procedures set forth in the By-Laws of the
Company (which procedures include both timing and informational content
requirements) in order to be properly brought before that Annual Meeting of
Stockholders. In addition, notice of proposed stockholder nominations for the
election of directors at an annual meeting must be given in accordance with
similar notice procedures set forth in the By-Laws of the Company. In general
the advance notice procedures require that written notice of a stockholder
proposal or a director nomination be delivered to the Secretary of the Company
not less than 90 days nor more than 135 days prior to the anniversary date of
the preceding Annual Meeting of Stockholders which was held on May 9, 1997.
If the presiding officer of the Annual Meeting of Stockholders determines that
business, or a nomination, was not brought before the meeting in accordance with
the By-Law provisions such business shall not be transacted or such defective
nomination shall not be accepted. A copy of the By-Law provisions governing
these procedures may be obtained by writing to the Secretary of the Corporation
at the Company's principal executive offices at the address found at the top of
page 1.
OTHER BUSINESS AT THE OCTOBER 22, 1997 SPECIAL MEETING
Under Delaware law and the Company's By-Laws, no business shall be transacted at
a special meeting except that business stated in the Notice of the Meeting.
However, should any other matters properly come before the meeting, which call
for a vote of the stockholders, the persons named in the accompanied Proxy will
have discretionary authority to vote all Proxies with respect to such matters in
accordance with their best judgment.
As of the date of this Proxy Statement, the Board of Directors and management do
not intend to present, and have no knowledge that any other persons will present
any matters at the meeting in addition to those described herein.
By Order of the Board of Directors
KENNETH A. IVERSON,
Vice President and Secretary
September 19, 1997
8
<PAGE>
APPENDIX
Set forth below is the first paragraph of Article III of the Corporation's
Restated Certificate of Incorporation as proposed to be amended. The remainder
of Article III is unchanged.
ARTICLE III
The total number of shares of all classes of capital stock which the Corporation
shall have authority to issue is two hundred fifteen million (215,000,000)
consisting of two hundred million (200,000,000) shares of Common Stock of the
par value of One Dollar ($1.00) per share and fifteen million (15,000,000)
shares of Preferred Stock without par value. The number of authorized shares of
any class of capital stock may be increased or decreased by the affirmative vote
of the holders of a majority of capital stock of the Corporation entitled to
vote.
9
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P R O X Y
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ECOLAB INC.
SPECIAL MEETING OF STOCKHOLDERS
OCTOBER 22, 1997
The undersigned hereby appoints Allan L. Schuman and Kenneth A.
Iverson, or either of them, with full power of substitution to each as
proxies to represent the undersigned at a Special Meeting of
Stockholders of Ecolab Inc., to be held at Ecolab Center, 370 N.
Wabasha Street, St. Paul, Minnesota on Wednesday, October 22, 1997 at
9:00 a.m. and at any adjournment(s) thereof, and to vote all shares of
stock which the undersigned may be entitled to vote at said meeting as
directed below with respect to the proposal as set forth in the Proxy
Statement, and in their discretion, upon any other matters that may
properly come before the meeting.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICE BY MARKING THE APPROPRIATE
BOX, SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOX IF YOU WISH TO
VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATION. THE
TABULATOR CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS
CARD.
SEE REVERSE SIDE
/X/ PLEASE MARK YOUR VOTES AS IN
THIS EXAMPLE.
UNLESS YOU INDICATE OTHERWISE, THIS PROXY WILL BE VOTED IN ACCORDANCE
WITH THE BOARD OF DIRECTORS' RECOMMENDATION.
- --------------------------------------------------------------------------
DIRECTORS RECOMMEND A VOTE FOR PROPOSAL 1.
- --------------------------------------------------------------------------
FOR AGAINST ABSTAIN
1. Approval of amendment / / / / / /
to the Restated Certificate
of Incorporation to increase
the authorized Common Stock.
Please sign name(s) exactly as printed hereon. Joint owners should
each sign. In signing as attorney, administrator, executor, guardian
or trustee, please give full title as such.
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
SIGNATURE(S) DATE
10
