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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): December 15, 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.
A. On December 15, 1997, the Board of Directors of the Registrant
declared a two-for-one stock split ("Stock Split"), to be effected in the
form of a 100% stock dividend, payable on January 15, 1998 to the holders
of record of shares of Common Stock, par value $1.00 per share, of the
Registrant ("Common Stock") at the close of business on December 26, 1997.
The Board of Directors also declared a cash dividend on pre-split shares of
$0.19 per share, payable on January 15, 1998 to the holders of record of
shares of Common Stock on December 26, 1997.
A copy of the News Release issued by the Registrant on December 15,
1997 is attached as Exhibit (99).
B. Pursuant to Rule 416 of the Securities Act of 1933, as amended,
effective on the record date for the Stock Split, the following
Registration Statements shall be deemed to cover the additional securities
resulting from the Stock Split: No. 33-56101; No. 33-56151; No. 333-18627;
No. 33-56125; and No. 33-60266.
C. In connection with the Stock Split, the number of Rights (as defined
below) associated with each share of Common Stock will be adjusted pursuant
to the terms of the Rights Agreement, dated as of February 24, 1996 (the
"Rights Agreement"), between the Registrant and First Chicago Trust Company
of New York, as Rights Agent. The Rights are registered on a Form 8-A
filed with the Securities and Exchange Commission on February 28, 1996
(File No. 1-9328).
Each pre-split share of Common Stock is presently associated with one
right (a "Right") which, subject to adjustment as provided in the Rights
Agreement, entitles the registered holder to purchase from the Registrant
one one-hundredth of a share of Series A Junior Participating Preferred
Stock at a purchase price of $115 per Right. Upon payment of the Stock
Split, each outstanding share of Common Stock will be associated with
one-half (1/2) of a Right and one-half (1/2) of a Right will be attached to
each share of Common Stock issued in connection with the Stock Split.
Thereafter, until the Distribution Date (as defined in the Rights
Agreement), the Registrant will issue one-half (1/2) of a Right with each
share of Common Stock that shall become outstanding so that all such shares
will have attached Rights.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
(99) Ecolab Inc. News Release dated December 15, 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: December 15, 1997
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION METHOD OF FILING
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(99) Ecolab News Release dated Filed herewith
December 15, 1997. electronically.
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FOR IMMEDIATE RELEASE
Michael J. Monahan 612-293-2809 (Tel)
612-225-3123 (Fax)
ECOLAB DECLARES 2 FOR 1 STOCK SPLIT;
RAISES DIVIDEND 19 PERCENT
ST. PAUL, Minn., December 15, 1997: Ecolab Inc.'s Board of Directors
announced today that it has approved a 2 for 1 split of the company's common
stock. The stock split will be in the form of a 100% stock dividend and will be
payable January 15, 1998 to shareholders of record at the close of business on
December 26, 1997.
The Board of Directors also declared a quarterly cash dividend of $0.19 on
pre-split common shares ($0.095 per share on a post-split basis), also payable
January 15, 1998 to shareholders of record at the close of business on December
26, 1997. The new indicated annual cash dividend of $0.76 per pre-split share
($0.38 per share on a post-split basis) represents a 19% increase over the
previous annual cash dividend.
Ecolab has paid cash dividends for 61 consecutive years. Ecolab last
declared a stock split (also 2 for 1) in December 1993. The cash dividend has
been increased for six consecutive years; the last increase was declared in
December 1996.
Allan L. Schuman, President and Chief Executive Officer of Ecolab,
commented, "Both the stock split and dividend increase reflect the success
Ecolab has achieved through the dedicated and
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aggressive efforts of our people, our focused and effective strategies and our
superior products, equipment and systems. Ecolab has enjoyed record earnings
performance in each of the last five years, and this has been reflected in the
strong price appreciation of our stock. The substantial dividend increase and
stock split announced today reflects these gains and our optimism for further
progress in 1998.
"We are proud of our accomplishments this year, but remain cognizant of the
need to increase our aggressive efforts to continue as the service, product and
technology leader in our industry. We believe we have the plans, people and
systems in place to achieve this excellent performance and to exploit the
expanding opportunities our marketplace offers."
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 $1.5 billion; including European joint
venture sales of $0.9 billion, Ecolab's global sales coverage was $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 www.ecolab.com; and by telephone at 1-800-FACT-ECL.
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