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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 7, 2000
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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
File Number) Identification No.) of incorporation)
370 Wabasha Street North, St. Paul, Minnesota 55102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, include area code: 651-293-2233
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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 AND REGULATION FD DISCLOSURE.
On December 7, 2000, Ecolab Inc. ("Ecolab") made the following
announcements:
A. TRANSACTION WITH HENKEL KGAA.
Ecolab announced that it has agreed to combine into its operations
the remaining 50% of the Henkel-Ecolab joint venture that Ecolab
does not own from its partner, Henkel KGaA of Dusseldorf, Germany
("Henkel"). The transaction is scheduled to close January 2, 2002,
subject to regulatory approvals in various jurisdictions.
Under the agreement, Ecolab will pay Henkel approximately 11 times
Henkel's 50% share of the joint venture's average operating income
before interest and taxes for the years 2000 and 2001. The
transaction will be effected in either cash or Ecolab stock, at
Henkel's option. Based on current estimates, the consideration
would be approximately 520 million euros to 560 million euros,
equal to $460 million to $490 million at current exchange rates.
If Henkel chooses to receive Ecolab stock, the shares will be
valued at $41.06 per share, but the actual number of shares Henkel
receives will not exceed approximately 13.2 million shares or be
less than approximately 9.3 million shares. Henkel owned 32.2
million shares, or approximately 25%, of Ecolab's outstanding
shares on November 30, 2000.
As part of the transaction, the stockholder agreement between
Ecolab and Henkel will be amended and extended. The amended
stockholder agreement will provide, among other things, that Henkel
is permitted to increase its ownership in Ecolab to 35%. Henkel
will remain entitled to proportionate representation on Ecolab's
Board of Directors.
MANAGEMENT CHANGES AND SPECIAL CHARGES.
Ecolab announced certain changes in its management structure,
including the election of Mr. Bruno Deschamps as President and
Chief Operating Officer of Ecolab.
In addition, Ecolab announced that it will record in its fourth
quarter certain credits and charges. Ecolab estimates the net
effect of these items will increase earnings per share in a range
of approximately $0.05 to $0.07 in the fourth quarter and full
year. This estimated increase will be incremental to Ecolab's
previously announced expectation that diluted earnings per share
for the full year 2000 will be approximately $1.50.
A copy of the News Release issued by Ecolab in connection with
this Item 5(A) is attached as Exhibit (99)A.
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B. DIVIDEND INCREASE AND SHARE REPURCHASE.
On December 7, 2000, Ecolab announced declaration of an increased
quarterly cash dividend of $0.13 per share, payable January 16,
2001, to shareholders of record on December 19, 2000. Also, Ecolab
announced Board of Director authorization to repurchase up to
5,000,000 additional shares of its common stock, subject to market
conditions.
A copy of the News Released issued by Ecolab in connection with
this Item 5(B) is attached as Exhibit (99)B.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
(99)A. Ecolab Inc. News Release dated December 7, 2000.
B. Ecolab Inc. News Release date December 7, 2000.
Item 9. REGULATION FD DISCLOSURE.
Ecolab will present certain financial and other information
concerning its proposed transaction with Henkel on its web site at
HTTP://WWW.ECOLAB.COM/PRESSKIT.HTM
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 7, 2000
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. DESCRIPTION METHOD OF FILING
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<S> <C> <C>
(99)A. Ecolab Inc. News Release dated Filed herewith electronically.
December 7, 2000
B. Ecolab Inc. News Release dated Filed herewith electronically
December 7, 2000
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