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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): February 20, 1998
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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.
In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, Ecolab Inc. (the "Company") is hereby filing
cautionary statements identifying important factors that could cause the
Company's actual results to differ materially from those projected in the
forward-looking statements of the Company made by or on behalf of the Company.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
(99) Cautionary statement for purposes of the safe harbor
provisions of the Private Securities Litigation Reform
Act of 1995.
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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: February 20, 1998
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION METHOD OF FILING
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(99) Cautionary statement for purposes of Filed herewith
the safe harbor provisions of the electronically.
Private Securities Litigation Reform
Act of 1995.
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EXHIBIT 99
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements. From time to time, in written reports (including
reports to the Securities and Exchange Commission, press releases and reports to
shareholders among others) and oral statements, Ecolab Inc. (the "Company") or
its Management discusses expectations regarding future performance of the
Company including anticipated financial performance, business prospects,
acquisition programs, new products, research and development activity, plans for
international expansion, capital expenditures and similar matters. Without
limiting the foregoing, words or phrases such as "will likely result," "are
expected to," "will continue," "is anticipated," "we believe," "estimate,"
"project" (including the negative or variations thereof) or similar terminology,
generally identify forward-looking statements.
Forward-looking statements represent challenging goals for the Company. As
such, they are based on certain assumptions and estimates and are subject to
certain risks and uncertainties. The Company cautions that undue reliance
should not be placed on such forward-looking statements which speak only as of
the date made. In order to comply with the terms of the safe harbor, the
Company hereby identifies important factors which could affect the Company's
financial performance and could cause the Company's actual results for future
periods to differ materially from the anticipated results or other expectations
expressed in the forward-looking statements. These factors should be
considered, together with any similar risk factors or other cautionary language
which may be made in connection with, or at the time of, the making of the
forward-looking statement, or in other filings with the Securities and Exchange
Commission.
Risks and uncertainties that may affect operating results and business
performance include: pricing flexibility; availability of adequate and
reasonably-priced raw materials; the occurrence of capacity constraints limiting
the production of certain products; ability to carry out the Company's
acquisition strategy, including difficulties in rationalizing acquired
businesses and in realizing related cost savings and other benefits; the costs
and effects of "year 2000" computer software issues (described below); the costs
and effects of complying with: (i) the significant environmental laws and
regulations which apply to the Company's operations and facilities, (ii)
government regulations relating to the manufacture, storage, distribution and
labeling of the Company's products and (iii) changes in tax, fiscal,
governmental and other regulatory policies; economic factors such as the
worldwide economy, interest rates, currency movements and the development of
markets; the occurrence of (i) litigation or claims, (ii) natural or man-made
disasters and (iii) severe weather conditions affecting the food service and
hospitality industry; loss of, or changes in, executive management; the
Company's ability to continue product introductions and technological
innovations; and other uncertainties or risks reported from time-to-time in the
Company's reports to the Securities and Exchange Commission. In addition, the
Company notes that its stock price can be affected by fluctuations in quarterly
earnings. Despite favorable year-over-year quarterly comparisons in recent
years, there can be no assurance that earnings will continue to improve or that
the degree of improvement will meet investors' expectations.
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The "year 2000" issue is the result of computer programs having date-sensitive
software which may recognize a date using 00 as the year 1900 rather than the
year 2000. If not detected and corrected, this can result in system failure or
miscalculations causing disruptions of operations, including a temporary
inability to process transactions, send invoices, or engage in similar normal
business activities. Accordingly, the failure to resolve year 2000 issues could
have a material impact on the Company. The Company has put in place plans and
processes which it believes will be sufficient to evaluate and manage risk
associated with year 2000 issues and will use both internal and external
resources. However, the Company's belief that it can successfully resolve year
2000 issues is based on presently available information and is subject to
certain assumptions and risks. These include the availability of necessary and
trained personnel who can be hired or retained on a contract basis, the ability
to locate and correct all relevant computer codes and uncertainties surrounding
the ability of suppliers and vendors to resolve their year 2000 issues. The
ability of governmental agencies to resolve year 2000 issues is an additional
risk and uncertainty. However, although such uncertainties exist, the Company
believes that its exposure to year 2000 issues is not dissimilar to that of
other companies engaged in similar businesses.
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