<PAGE>
As filed with the Securities and Exchange Commission on May 27, 1999
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------
ECOLAB INC.
(Exact name of registrant as specified in its charter)
DELAWARE 41-0231510
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
----------------------
Ecolab Center
370 North Wabasha Street
St. Paul, Minnesota 55102
(651) 293-2233
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive
offices)
----------------------
ECOLAB INC. 1997 STOCK INCENTIVE PLAN
(Full title of the plan)
----------------------
KENNETH A. IVERSON
VICE PRESIDENT AND SECRETARY
ECOLAB INC.
ECOLAB CENTER
370 NORTH WABASHA STREET
ST. PAUL, MINNESOTA 55102
(651) 293-2125
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
----------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
IMMEDIATELY UPON THE FILING OF THIS REGISTRATION STATEMENT
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES TO AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
BE REGISTERED REGISTERED (1) OFFERING PRICE PER SHARE(2) AGGREGATE OFFERING PRICE(2) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$1.00 per share (3) . . . . . 6,000,000 shares $ 42.34375 $ 254,062,500 $ 70,629.38
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement includes an indeterminate number of
additional shares as may be issuable as a result of anti-dilution
provisions described in the Ecolab Inc. 1997 Stock Incentive Plan.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act of
1933, as amended (the "Securities Act"), on the basis of the average
between the high and low reported sale prices of the Registrant's Common
Stock on May 24, 1999 as reported on the New York Stock Exchange.
(3) Each share of Common Stock includes one-half share of an associated
preferred stock purchase right (a "Right").
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Ecolab Inc. (the "Company" or the
"Registrant") (File No. 1-9328) with the Securities and Exchange Commission (the
"Commission") are incorporated by reference in this Registration Statement: (1)
Annual Report on Form 10-K for the year ended December 31, 1998; (2) Quarterly
Report on Form 10-Q for the period ended March 31, 1999; (3) Current Report on
Form 8-K dated March 25, 1999; (4) all other reports filed by the Company
pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since December 31, 1998; and (5) the descriptions
of the Company's Common Stock, Preferred Stock and Rights contained in its
Registration Statements on Form 8-A, including any amendments or reports filed
for the purpose of updating such descriptions.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all shares of Common Stock offered pursuant to this
Registration Statement have been sold or that de-registers all shares of Common
Stock then remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of
such documents.
The consolidated financial statements and related financial statement
schedule of the Company, which are included or incorporated by reference in
the Company's Annual Report on Form 10-K for the year ended December 31,
1998, and incorporated by reference in this Registration Statement, have been
audited by PricewaterhouseCoopers LLP, independent accountants, for the
periods indicated in such firm's reports thereon. The consolidated financial
statements and financial statement schedule audited by PricewaterhouseCoopers
LLP have been incorporated herein by reference in reliance on such firm's
reports given upon their authority as experts in accounting and auditing. To
the extent that PricewaterhouseCoopers LLP examines and reports on the
financial statements and financial statement schedules of the Company issued
at future dates, and consents to the use of their reports thereon, such
financial statements and financial statement schedules will also be
incorporated by reference in this Registration Statement in reliance upon
their reports and said authority.
With respect to unaudited interim financial information incorporated in
this Registration Statement by reference, PricewaterhouseCoopers LLP has
reported that they have applied limited procedures in accordance with
professional standards for reviews of such information. However, their separate
reports, incorporated in this Registration Statement by reference, state that
they did not audit and they do not express an opinion on that interim financial
information. Accordingly, the degree of reliance on their reports on such
information should be restricted in light of the limited nature of the review
procedures applied. The independent accountants are not subject to the
liability provisions of Section 11 of the Securities Act for their reports on
the unaudited interim financial information because each such report is not a
"report" or a "part" of the Registration Statement prepared or certified by the
independent accountants within the meanings of Sections 7 and 11 of the
Securities Act.
In addition, the combined financial statements and related financial
statement schedule of the Henkel-Ecolab Joint Venture as of November 30, 1998
and for the year ended November 30, 1998, which
2
<PAGE>
are included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1998, and incorporated by reference in this Registration
Statement, have been audited by PricewaterhouseCoopers Gesellschaft mit
beschrankter Haftung Wirtschaftsprufungsgesellschaft, independent
accountants. The combined financial statements and related financial
statement schedule audited by PricewaterhouseCoopers Gesellschaft mit
beschrankter Haftung Wirtschaftsprufungsgesellschaft have been incorporated
herein by reference in reliance on such firm's reports given upon their
authority as experts in accounting and auditing. To the extent that
PricewaterhouseCoopers Gesellschaft mit beschrankter Haftung
Wirtschaftsprufungsgesellschaft examines and reports on the financial
statements and financial statement schedules of the Henkel-Ecolab Joint
Venture issued at future dates, and consents to the use of their reports
thereon, such financial statements and financial statement schedules will
also be incorporated by reference in this Registration Statement in reliance
upon their reports and said authority.
In addition, the combined balance sheets of the Henkel-Ecolab Joint
Venture as of November 30, 1997, and 1996, and the related combined
statements of income, equity and cash flows for each of the periods beginning
December 1, 1996 and 1995 and ended November 30, 1997 and 1996, respectively,
and related financial statement schedule for the same periods (collectively,
the "1996 and 1997 Henkel-Ecolab Joint Venture Financials"), which are
included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1998, and incorporated by reference in this Registration
Statement, have been audited by KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft Wirtschaftsprufungsgesellschaft, independent accountants.
The 1996 and 1997 Henkel-Ecolab Joint Venture Financials audited by KPMG
Deutsche Treuhand-Gesellschaft Aktiengesellschaft
Wirtschaftsprufungsgesellschaft have been incorporated herein by reference in
reliance on such firm's reports given upon their authority as experts in
accounting and auditing.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable - the Company's Common Stock and Rights to be offered
pursuant to this Registration Statement have been registered under Section 12 of
the Exchange Act as described in Item 3 of this Part II.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subsection (a) of Section 145 of the General Corporation Law of Delaware
("DGCL") empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation), by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that such person acted in
any of the capacities set forth above, against expenses actually and reasonably
incurred by such person in connection with the defense or settlement of such
action or suit if such person acted under similar standards, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have
3
<PAGE>
been adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine that, despite the adjudication of liability, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.
Section 145 further provides that, to the extent a director or officer of
a corporation has been successful in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred in
connection therewith; that indemnification provided for by Section 145 shall not
be deemed exclusive of any other rights to which the indemnified party may be
entitled; and that the scope of indemnification extends to directors, officers,
employees or agents of a constituent corporation absorbed in a consolidation or
merger and persons serving in that capacity at the request of the constituent
corporation for another. Section 145 also empowers the corporation to purchase
and maintain insurance on behalf of a director or officer of the corporation
against any liability asserted against or incurred by such person in any such
capacity or arising out of such person's status as such, whether or not the
corporation would have the power to indemnify such person against such
liabilities under Section 145, including liabilities under the Securities Act.
Article V of the Company's By-Laws provides for indemnification of the
Company's officers and directors to the full extent allowed by Delaware law.
In addition, Article IV of the Company's Restated Certificate of
Incorporation provides that the Company's directors do not have personal
liability to the Company or its stockholders for monetary damages for any breach
of their fiduciary duty as directors, except (i) for a breach of the duty of
loyalty, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of the law, (iii) for willful or
negligent violations of certain provisions under the DGCL imposing certain
requirements with respect to stock repurchases, redemptions and dividends, or
(iv) for any transaction from which the director derived an improper personal
benefit. Subject to these exceptions, under Article IV, directors do not have
any personal liability to the Company or its stockholders for any violation of
their fiduciary duty.
The Company has directors and officers liability insurance which protects
each director or officer from certain claims and suits, including stockholder
derivative suits, even where the director may be determined to not be entitled
to indemnification under the DGCL and claims and suits arising under the
Securities Act. The policy may also afford coverage under circumstances where
the facts do not justify a finding that the director or officer acted in good
faith and in a manner that was in or not opposed to the best interests of the
Company.
The Company has entered into indemnification agreements with each of its
directors (the "Indemnification Agreements"). The Indemnification Agreements
provide for the prompt indemnification "to the fullest extent permitted by law"
and for the prompt advancement of expenses, including attorneys' fees and other
costs, expenses and obligations paid or incurred in connection with
investigating, defending, being a witness or participating in (including on
appeal) any threatened, pending or completed action, suit or proceeding related
to the fact that such director is or was a director, officer, employee, trustee,
agent or fiduciary of the Company or is or was serving at the request of the
Company as a director, officer, employee, trustee, agent or fiduciary of another
corporation, partnership, joint venture, employee benefit plan trust or other
enterprise, or by reason of anything done or not done by a director in any such
capacity. The Indemnification Agreements further provide that the Company has
the burden of proving that a director is not entitled to indemnification in any
particular case. The foregoing represents a summary of the general effect of the
DGCL, the Company's By-Laws and Restated Certificate of Incorporation, the
Company's directors and officers liability insurance coverage and the
Indemnification Agreements for purposes of general description only.
4
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable - no securities are to be re-offered or resold pursuant to
this Registration Statement.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of the Company (incorporated by
reference to Exhibit (3) to the Company's Current Report on Form 8-K
dated October 22, 1997 (File No. 1-9328)).
4.2 Bylaws of the Company, as amended through February 20, 1998
(incorporated by reference to Exhibit (3)B to the Company's Annual
Report on Form 10-K for the year ended December 31, 1997 (File No.
1-9328)).
4.3 Form of Common Stock Certificate (incorporated by reference to Exhibit
4(B) to the Company's Annual Report on Form 10-K for the year ended
December 31, 1995 (File No. 1-9328)).
4.4 Rights Agreement, dated as of February 24, 1996, between the Company and
First Chicago Trust Company of New York, as Rights Agent (incorporated
by reference to Exhibit 4 to the Company's Current Report on Form 8-K
dated February 24, 1996 (File No. 1-9328)).
5.1 Opinion and Consent of Kenneth A. Iverson (filed herewith
electronically).
15.1 Letter of PricewaterhouseCoopers LLP regarding unaudited interim
financial information (filed herewith electronically).
23.1 Consent of PricewaterhouseCoopers LLP (filed herewith electronically).
23.2 Consent of PricewaterhouseCoopers GmbH (filed herewith electronically).
23.3 Consent of KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft
Wirtschaftsprufungsgesellschaft (filed herewith electronically).
24.1 Powers of Attorney (filed herewith electronically).
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would
not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) under
the Securities Act if, in the aggregate, the changes in
volume and price represent no more than a 20% change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
5
<PAGE>
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the Registrant, the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Paul, State of Minnesota, on May 27, 1999.
ECOLAB INC.
By: /s/Allan L. Schuman
------------------------------------
Allan L. Schuman
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on May 27, 1999 by the following persons
in the capacities indicated.
/s/Allan L. Schuman
------------------------------------- President and Chief Executive Officer
Allan L. Schuman (Principal Executive Officer) and
Director
/s/Michael E. Shannon
------------------------------------- Chairman of the Board, Chief Financial
Michael E. Shannon and Administrative Officer (Principal
Financial Officer) and Director
/s/Arthur E. Henningsen, Jr.
------------------------------------- Senior Vice President and Controller
Arthur E. Henningsen, Jr. (Principal Accounting Officer)
/s/Kenneth A. Iverson
------------------------------------- Directors
Kenneth A. Iverson, as
attorney-in-fact for Les S. Biller,
Jerry A. Grundhofer, William L. Jews,
James J. Howard, Joel W. Johnson,
Reuben F. Richards, Richard L. Schall,
Roland Schulz, Hugo Uyterhoeven and
Albrecht Woeste
Directors not signing:
Ruth S. Block and Jerry W. Levin
7
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
ITEM
NO. DESCRIPTION METHOD OF FILING
- --- ----------- ----------------
<S> <C> <C>
4.1 Restated Certificate of Incorporation Incorporated by reference to
of the Company........................ Exhibit (3) to the Company's
Current Report on Form 8-K
dated October 22, 1997 (File
No. 1-9328).
4.2 Bylaws of the Company, as amended Incorporated by reference to
through February 20, 1998............. Exhibit (3)B to the Company's
Annual Report on Form 10-K for
the year ended December 31
1997(File No. 1-9328).
4.3 Form of Common Stock Certificate...... Incorporated by reference to
Exhibit 4(B) to the Company's
Annual Report on Form 10-K for
the year ended December 31,
1995 (File No. 1-9328).
4.4 Rights Agreement, dated as of Incorporated by reference to
February 24, 1996, between the Exhibit 4 to the Company's
Company and First Chicago Trust Current Report on Form 8-K
Company of New York, as Rights dated February 24, 1996
Agent................................. (File No. 1-9328).
5.1 Opinion and Consent of Kenneth A.
Iverson............................... Filed herewith electronically.
15.1 Letter of PricewaterhouseCoopers LLP
regarding unaudited interim financial
information........................... Filed herewith electronically.
23.1 Consent of PricewaterhouseCoopers LLP. Filed herewith electronically.
23.2 Consent of PricewaterhouseCoopers
GmbH.................................. Filed herewith electronically.
23.3 Consent of KPMG Deutsche Treuhand -
Gesellschaft Aktiengesellschaft
Wirtschaftsprufungsgesellschaft....... Filed herewith electronically.
24.1 Powers of Attorney.................... Filed herewith electronically.
</TABLE>
<PAGE>
Exhibit 5.1
May 27, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street N.W.
Washington, DC 20549
Re: ECOLAB INC. 1997 STOCK INCENTIVE PLAN REGISTRATION ON FORM S-8
Gentlemen:
I am Vice President and Secretary of Ecolab Inc. (the "Company"). In that
capacity, I have acted as counsel to the Company in connection with the proposed
offering by the Company pursuant to a Registration Statement on Form S-8 under
the Securities Act of 1933, as amended, of 6,000,000 shares of the Company's
Common Stock, $1.00 par value (the "Shares"), and the Company's preferred stock
purchase rights (the "Rights") adhering to the Shares, in connection with the
Ecolab Inc. 1997 Stock Incentive Plan as amended and restated as of May 14, 1999
(the "Plan"). I understand that it is the Company's intention that the Shares
will be (a) issued out of authorized but unissued shares, or (b) transferred out
of treasury shares held by the Company now or in the future.
I have examined the proposed Registration Statement on Form S-8, the Plan, the
Rights Agreement between the Company and First Chicago Trust Company of New York
dated as of February 24, 1996, (the "Rights Agreement"), and such other
documents, corporate records and instruments and such laws and regulations as I
have considered relevant for the purpose of this opinion. Based upon the
foregoing, I am of the opinion that:
(1) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of
Delaware.
(2) The Plan has been duly adopted.
(3) The Shares, when issued or transferred, delivered and paid for in
accordance with the Plan, will be legally issued, fully paid and
non-assessable.
<PAGE>
Securities and Exchange Commission
May 27, 1999
Page 2
(4) The Rights, when issued in accordance with the Rights Agreement in
connection with Shares issued or transferred in accordance with the
Plan (so long as the Rights are attached to the Shares in accordance
with the Rights Agreement), will be legally issued, fully paid and
non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
above-captioned Registration Statement and to its use as part of the
Registration Statement.
Sincerely,
/s/Kenneth A. Iverson
Kenneth A. Iverson
Vice President and Secretary
KAI/pap
<PAGE>
Exhibit 15.1
May 27, 1999
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: ECOLAB INC. 1997 STOCK INCENTIVE PLAN
Commissioners:
We are aware that our report dated April 22, 1999 on our review of interim
financial information of Ecolab Inc. for the periods ended March 31, 1999 and
1998, and included in the Company's quarterly report on Form 10-Q for the
quarter ended March 31, 1999, is incorporated by reference in this Registration
Statement.
Yours very truly,
/s/PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
<PAGE>
Exhibit 23.1
CONSENT OF PRICEWATERHOUSECOOPERS LLP
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 22, 1999 relating to the
consolidated financial statements, which appears in the 1998 Annual Report to
Shareholders of Ecolab Inc., which is incorporated by reference in Ecolab
Inc.'s 1998 Annual Report on Form 10-K for the year ended December 31, 1998.
We also consent to the incorporation by reference of our report dated
February 22, 1999 relating to the financial statement schedule, which appears
in such Annual Report on Form 10-K. We also consent to the references to us
under the heading "Incorporation of Documents by Reference."
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Minneapolis, Minnesota
May 27, 1999
<PAGE>
Exhibit 23.2
CONSENT OF PRICEWATERHOUSECOOPERS GMBH
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 26, 1999 relating to the
consolidated financial statements of Henkel-Ecolab Joint Venture which
is included in Ecolab Inc.'s 1998 Annual Report on Form 10-K for the year
ended December 31, 1998. We also consent to the incorporation by reference of
our report dated January 26, 1999 relating to the financial statement
schedule of Henkel-Ecolab Joint Venture, which appears in such Annual
Report on Form 10-K. We also consent to the references to us under the
heading "Incorporation of Documents by Reference."
Dusseldorf, Germany
May 27, 1999
PricewaterhouseCoopers
Gesellschaft mit beschrankter Haftung
Wirtschaftsprufungsgesellschaft
/s/ Betz /s/Leveque
Betz Leveque
Wirtschaftsprufer Certified Public Accountant
<PAGE>
Exhibit 23.3
CONSENT OF KPMG DEUTSCHE TREUHAND-GESELLSCHAFT
AKTIENGESELLSCHAFT WIRTSCHAFTSPRUFUNGSGESELLSCHAFT
We consent to the incorporation by reference in this Registration Statement of
Ecolab Inc. on Form S-8 of our report dated January 23, 1998, relating to the
combined balance sheets of Henkel-Ecolab Joint Venture as of November 30, 1997,
and 1996, and the related combined statements of income, equity and cash flows
for each of the periods beginning December 1, 1996 and 1995, and ended November
30, 1997, and 1996, and related schedule, which report appears in Ecolab Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1998. We also
consent to the references to our firm under the caption "Incorporation of
Documents by Reference."
Dusseldorf, Germany
May 26, 1999
KPMG DEUTSCHE TREUHAND-GESELLSCHAFT
AKTIENGESELLSCHAFT
WIRTSCHAFTSPRUFUNGSGESELLSCHAFT
/s/Stefan Haas /s/Bernahrd Momken
Stefan Haas Bernhard Momken
Wirtschaftsprufer Wirtschaftsprufer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That the undersigned, a Director of Ecolab Inc.,
a Delaware corporation, hereby constitutes and appoints each of ALLAN L.SCHUMAN
and KENNETH A. IVERSON, signing singly, to be my attorney-in-fact with full
power and authority to sign his name to a Registration Statement on Form S-8
relating to the registration of not more than 6,000,000 shares of Ecolab Inc.
Common Stock, par value $1 per share, and Preferred Stock Purchase Rights
associated with the Common Stock, for the Ecolab Inc. 1997 Stock Incentive Plan,
and any and all amendments thereto, provided that the Registration Statement and
any amendments thereto, in final form, be approved by said attorney-in-fact; and
his name, when thus signed, shall have the same force and effect as though I had
manually signed said document or documents.
IN WITNESS WHEREOF, I have hereunto affixed my signature this 14th day of May,
1999.
/s/Les S. Biller
----------------
Les S. Biller
/s/Jerry A. Grundhofer
----------------------
Jerry A. Grundhofer
/s/James J. Howard
------------------
James J. Howard
/s/William L. Jews
------------------
William L. Jews
/s/Joel W. Johnson
------------------
Joel W. Johnson
/s/Reuben F. Richards
---------------------
Reuben F. Richards
/s/Richard L. Schall
--------------------
Richard L. Schall
/s/Roland Schulz
----------------
Roland Schulz
/s/Hugo Uyterhoeven
-------------------
Hugo Uyterhoeven
/s/Albrecht Woeste
------------------
Albrecht Woeste
