<PAGE>
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): July 14, 1998
----------------------------
ECOLAB INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-9328 41-0231510
- ---------------------------- ---------------- ---------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Ecolab Center, 370 N. Wabasha, St. Paul, Minnesota 55102
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, include area code: 612-293-2233
----------------------
(Not applicable)
- --------------------------------------------------------------------------------
(Former name or former address, if changed from last report.)
<PAGE>
Item 5. OTHER EVENTS.
On July 14, 1998, the Company consummated its previously announced
agreement to acquire GCS Service, Inc., a Danbury, Connecticut - based provider
of kitchen equipment repair services ("GCS"). The Company will issue
approximately 850,000 shares of its Common Stock to the GCS shareholders in
consideration of the purchase price. The number of issued shares is subject to
customary post closing adjustments. The transaction is being accounted for as a
purchase.
The Company plans to continue the business of GCS as a subsidiary or
division of the Company.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
(99) Agreement and Plan of Merger, dated May 12, 1998, between
the Company, GCS Acquisition Corporation, GCS and Wesley B.
Tyler ("Merger Agreement"). Incorporated by reference to
Exhibit (2) of the Company's Form S-4 filed June 2, 1998
(file number 333-55869).
The Company undertakes to furnish to the Securities and Exchange
Commission a copy of any omitted Exhibit or Schedule to the Merger
Agreement upon request.
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
------------------------------------------
Kenneth A. Iverson
Vice President and Secretary
Date: July 15, 1998
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION METHOD OF FILING
----------- ----------- ----------------
<S> <C> <C>
(99) Agreement and Plan of Merger, dated Incorporated by reference
May 12, 1998, between the Company, to Exhibit (2) of the
GCS Acquisition Corporation, GCS Company's Form S-4 filed
Service, Inc. and Wesley B. Tyler June 2, 1998 (file number
333-55869).
</TABLE>
The Company undertakes to furnish to the Securities and Exchange Commission a
copy of any omitted Exhibit or Schedule to the Merger Agreement upon request.