SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Ecolab Inc.
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
278865100
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(CUSIP Number)
William A. Groll, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
Suite 4300
New York, New York 10006-1470
212-225-2000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 7, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. Seess. 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
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CUSIP No. 278865100
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Henkel KgaA
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2 =====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 17,570,512
EACH REPORTING ------------------------------------------------------
BENEFICIALLY OWNED BY
EACH REPORTING 8 SHARED VOTING POWER
WITH 14,666,664
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9 SOLE DISPOSITIVE POWER
17,570,512
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10 SHARED DISPOSITIVE POWER
14,666,664
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,237,176
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.4 %
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP No. 278865100
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HC Investments, Inc.
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2 =====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3
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4 SOURCE OF FUNDS*
AF, WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 0
EACH REPORTING ------------------------------------------------------
BENEFICIALLY OWNED BY
EACH REPORTING 8 SHARED VOTING POWER
WITH 14,666,664
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
14,666,664
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,666,664
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5 %
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
9
This Amendment No. 5 (this "Amendment") amends and supplements the
Schedule 13D filed on December 20, 1989, as previously amended (the "Schedule
13D"), of Henkel KGaA ("KGaA") and HC Investments, Inc. ("HCI"), with respect to
the Common Stock, par value $1.00 per share ("Common Stock"), of Ecolab Inc.
("Ecolab" or the "Company"). As required by Rule 101(a)(2)(ii) of Regulation
S-T, this Amendment restates the text of the Schedule 13D in its entirety as
amended hereby.
Item 1. Security and Issuer.
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The security to which this statement relates is the Common Stock of
Ecolab. The principal executive offices of the Company are located at 370
Wabasha Street North, St. Paul, Minnesota 55102.
Item 2. Identity and Background.
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The Schedule 13D is filed by KGaA and HCI. KGaA is a
Kommanditgesellschaft auf Aktien organized under the laws of Germany, the
principal executive offices of which are located at 67 Henkelstra(beta)e, 40191
Dusseldorf, Germany (KGaA is referred to herein, collectively with its
affiliates, as "Henkel"). Henkel is a world leader in adhesives, surface
technologies and oleochemicals. It is also a producer of detergents, household
cleaners, cosmetics and toiletries. HCI is a holding company that holds certain
U.S. investments of Henkel. Its principal executive offices are located at 1105
North Market Street, Suite 1300, Wilmington, Delaware 19899.
All of the outstanding stock of HCI is owned by Henkel Corporation, a
Delaware corporation, the principal executive offices of which are located at
2200 Renaissance Boulevard, Gulph Mills, Pennsylvania 19406. Henkel Corporation
is engaged primarily in the manufacture and sale within the United States of
chemical products. All of the outstanding common stock of Henkel Corporation is
owned by Henkel of America, Inc., a Delaware corporation, the principal
executive offices of which are located at 2200 Renaissance Boulevard, Gulph
Mills, Pennsylvania 19406. Henkel of America, Inc. is a holding company. All of
the outstanding stock of Henkel of America, Inc. is owned by KGaA.
The names, addresses, occupations and citizenship of the executive
officers, directors and controlling persons of HCI and KGaA are set forth on
Annex I hereto. None of KGaA, HCI or, to the best knowledge of KGaA and HCI, any
of the persons listed on Annex I hereto has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
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KGaA acquired 995,000 shares of Common Stock in open market purchases
during October and November, 1999, for an aggregate amount equal to
approximately $34,200,000. KGaA had previously acquired 150,700 shares of Common
Stock in similar open market transactions in December 1997. The funds used for
such purchases came from KGaA's general corporate resources.
The remaining shares of Common Stock beneficially owned by Henkel were
acquired by HCI and KGaA in connection with the consummation of certain
transactions in 1989 and 1991, including the purchase and subsequent conversion
of the Preferred Stock (as defined in Item 4 below), the initial establishment
of the Joint Venture (as defined in Item 4 below) and the sale by Henkel of
certain businesses to Ecolab, or as a result of subsequent stock splits. The
Preferred Stock was initially acquired by HCI in 1989 for $110,000,000, the
funds for which were obtained from indirect advances and capital contributions
from KGaA out of its general corporate resources. Thereafter, in light of the
greater value of the businesses that Henkel contributed to the Joint Venture and
as compensation to Henkel for the sale of its non-European operations in the
industrial and institutional cleaning and sanitizing business in 1991, KGaA
received 3,803,333 shares of Common Stock and payments from Ecolab of
approximately $138 million in cash and other consideration. Approximately $7
million of this cash amount was held by a German partnership that is part of the
Joint Venture and was used to purchase 265,195 additional shares of Common Stock
in open market transactions, from time to time between December 12, 1991 and
September 24, 1993, that were distributed to KGaA in respect of its investment
in the Joint Venture. In addition, upon consummation of the 1991 Transactions
(as defined in Item 4 below), the Preferred Stock held by HCI was automatically
converted, in accordance with its terms, into 3,666,666 shares of Common Stock.
Item 4. Purpose of Transaction.
----------------------
Henkel and Ecolab have entered into a series of agreements and
consummated a series of transactions through which they established and have
conducted a long-term cooperative business relationship. Henkel's primary
purpose for these agreements and transactions was for it to become and remain a
long-term significant minority investor in Ecolab.
As an initial step in establishing the relationship with Ecolab, on
December 11, 1989, HCI acquired 1,100,000 shares of Series A Cumulative
Convertible Preferred Stock ("Preferred Stock") of the Company.
On July 11, 1991, Henkel and Ecolab completed the formation of a joint
venture, called Henkel-Ecolab, combining the respective European industrial and
institutional cleaning and sanitizing businesses of Henkel and Ecolab (the
"Joint Venture"). The Joint Venture is owned substantially equally by Henkel and
Ecolab, with Henkel having a simple majority interest. In addition, in
connection with the establishment of the Joint Venture, Henkel sold to Ecolab
its industrial and institutional cleaning and sanitizing business in
approximately 20 other countries in other areas of the world (collectively, with
the formation of the Joint Venture, the "1991 Transactions").
In connection with the consummation of the 1991 Transactions, KGaA and
Ecolab executed an Amended and Restated Umbrella Agreement (the "Umbrella
Agreement"), an Amended and Restated Joint Venture Agreement (the "Joint Venture
Agreement"), an Amended and Restated ROW Purchase Agreement and an Amended and
Restated Stockholder's Agreement (the "Stockholder's Agreement"), each dated as
of June 26, 1991. HCI also executed the Stockholder's Agreement and agreed to be
bound by its terms. On July 18, 2000, KGaA and Ecolab executed Amendment No. 1
to Amended and Restated Stockholder's Agreement ("Amendment No. 1"), dated as of
June 30, 2000. The Stockholder's Agreement, as amended by Amendment No.1, is
referred to herein collectively as the "Existing Stockholder's Agreement." The
Existing Stockholder's Agreement and the Joint Venture Agreement establish
certain rights, obligations and limitations for Henkel with respect to its
investment in Ecolab, as described herein. The Umbrella Agreement, the Joint
Venture Agreement and the Stockholder's Agreement were filed as Exhibit 13,
Exhibit 14 and Exhibit 15 to the Schedule 13D, respectively, and each is
incorporated herein by this reference in its entirety. Amendment No. 1 is filed
with this Amendment as Exhibit 17 to the Schedule 13D and is incorporated herein
by this reference in its entirety. The descriptions contained in the Schedule
13D of various of the terms of the Joint Venture Agreement, the Stockholder's
Agreement and Amendment No.1 are qualified in their entirety by reference to the
respective agreement.
On December 7, 2000, KGaA and Ecolab executed a Master Agreement (the
"Master Agreement") providing for a series of transactions which, if
consummated, will result in the sale by Henkel of its interests in the Joint
Venture to Ecolab (the "Proposed Sale") in exchange for cash in Euro or
additional shares of Common Stock, at the election of Henkel, in an amount to be
determined based on the earnings of the Joint Venture in fiscal years 2000 and
2001 pursuant to a formula in the Master Agreement. Based on current estimates,
the purchase price will range between 520 million and 560 million Euro. If
Henkel elects to take Common Stock, the number of shares to be issued will be
calculated using a per share value of $41.0625, subject to a maximum of
13,203,672 and a minimum of 9,270,664 shares being issued. The Proposed Sale is
subject to a number of conditions, including regulatory filings and approvals,
set out in the Master Agreement. It is anticipated that the Proposed Sale would
be consummated in January 2002.
The Master Agreement provides that, if the Proposed Sale is
consummated, the Existing Stockholder's Agreement will be further amended and
restated in the form attached as an exhibit to the Master Agreement (the
"Proposed Amended Stockholder's Agreement"), and the Umbrella Agreement and the
Joint Venture Agreement will be terminated. If the Proposed Sale is consummated,
the business relationship between Henkel and Ecolab will be changed, and
Henkel's primary relationship with Ecolab will be that of a significant minority
stockholder. In that event, the existing rights, obligations and limitations of
Henkel, as restated and described herein, would be amended in certain respects,
also as described herein. The Master Agreement and the form of Proposed Amended
Stockholder's Agreement are filed with this Amendment as Exhibit 18 and Exhibit
19 to the Schedule 13D, respectively, and each is incorporated herein by this
reference in its entirety. The descriptions contained in the Schedule 13D of
various terms of the Master Agreement and the Proposed Amended Stockholder's
Agreement are qualified in their entirety by reference to the respective
agreement.
Under the terms of the Existing Stockholder's Agreement, KGaA agreed
that for the period ending the earlier of (x) two years after the later of (A)
the termination of the Joint Venture Agreement and (B) the date on which KGaA
owns less than 1% of the Company's outstanding voting securities and (y) June
26, 2009 (such period being the "Agreement Period"), subject to extension as
described below, without the prior written consent of the Company, KGaA and its
affiliates will not, subject to certain limitations:
(i) acquire or propose to acquire any equity securities of the Company
("Equity Securities") or any rights to acquire any Equity Securities;
(ii) make or participate in any solicitation of proxies or written
consents, become a participant in any election contest with respect to the
Company or seek to advise, encourage or influence any person or entity with
respect to the voting of any voting securities of the Company;
(iii) initiate, propose or otherwise solicit, or participate in the
solicitation of, stockholders for the approval of any stockholder proposal as
contemplated by Rule 14a-8 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act");
(iv) form, join or in any way participate in a "group" or act in
concert with any other entity with respect to any Equity Securities;
(v) participate in or encourage the formation of any group which owns
or seeks or offers to acquire beneficial ownership of securities of
the Company or rights to acquire such securities or which seeks or offers to
affect control of the Company or for the purpose of circumventing any provision
of the Existing Stockholder's Agreement;
(vi) solicit, seek or offer to effect, negotiate with or provide any
information to any party or make any statement or proposal to the Company, or
otherwise make any public announcement with respect to (A) any form of business
combination or transaction involving the Company, (B) any form of restructuring,
recapitalization or similar transaction with respect to the Company, (C) any
acquisition or disposition of assets material to the Company, (D) any request to
amend, waive or terminate certain provisions of the Existing Stockholder's
Agreement or (E) any proposal or other statement inconsistent with the terms of
such provisions;
(vii) otherwise act, alone or in concert with others, to seek or offer
to control or influence, in any manner, the management, the Board of Directors
of the Company (the "Board") or policies of the Company; or
(viii) knowingly instigate or encourage any person to take any of the
actions described above (the foregoing being the "Standstill Provisions").
Notwithstanding the foregoing, KGaA and HCI may acquire additional voting
securities of the Company either (x) from the Company, if the Company has issued
additional securities in an issuance in which KGaA does not participate, subject
to certain limitations or (y) so long as such acquisition would not cause KGaA
and its affiliates collectively to have more than 30% (the "Permitted
Percentage") of the voting power of the Company's outstanding voting. If the
Proposed Sale is consummated, the Proposed Amended Stockholder's Agreement will
increase the Permitted Percentage to 35%.
If the Proposed Sale is consummated, the Standstill Provisions of the
Existing Stockholder's Agreement will generally stay in place, but the Proposed
Amended Stockholder's Agreement will contain an exception permitting Henkel,
after December 31, 2010 or, in certain circumstances, in the event that Ecolab
issues shares in such number as to dilute Henkel's percentage ownership by more
than 50%, to make a written proposal (which may be modified or amended to
respond to the Board or to competition from third parties) to the Board to
acquire all, but not less than all, of the outstanding Equity Securities of the
Company as long as the proposal includes a provision that the management
headquarters of the cleaning and sanitizing business would be maintained in St.
Paul, Minnesota for a least ten years. If any such proposal did not result in a
transaction, Henkel would be permitted under the Proposed Amended Stockholder's
Agreement to make additional comparable proposals at intervals set forth in the
Proposed Amended Stockholder's Agreement (18 months after the first proposal
made after December 31, 2010, 36 months after any such second proposal and 5
years after any other subsequent proposal). Any proposal made by Henkel under
the exception described in this paragraph will be disclosed in a future
amendment to the Schedule 13D to the extent KGaA is then advised by counsel that
such disclosure is required.
In addition, under the terms of the Existing Stockholder's Agreement,
KGaA and HCI agreed that each will not sell, transfer, pledge, encumber or
otherwise dispose of any Equity Securities acquired by them in connection with
the 1991 Transactions together with any Equity Securities acquired during the
Agreement Period (collectively, "Shares") except (i) to the Company or in a
transaction approved by the Board; (ii) to one or more affiliates of KGaA that
agree to be bound by the Existing Stockholder's Agreement; (iii) in accordance
with the requirements of Rule 144 under the Securities Act of 1933, as amended
(the "Securities Act") (provided KGaA uses reasonable efforts to see that no
purchaser owns more than 2% of the voting power of the Company's securities
after any such sale, transfer or disposition or such purchaser agrees to be
bound by the terms of the Existing Stockholder's Agreement and the Board
approves such transaction); (iv) in a valid private placement if KGaA reasonably
believes after due inquiry that the purchaser would not own more than 2% of the
voting power of the Company's securities or such purchaser agrees to be bound by
the terms of the Existing Stockholder's Agreement and the Board approves such
transaction; (v) pursuant to an underwritten public offering under the
Securities Act in which the managing underwriter agrees to effect the sale in a
manner which will effect a broad distribution thereof (provided KGaA uses
reasonable efforts to see that no purchaser owns more than 2% of the voting
power of the Company's securities); (vi) pursuant to a third party tender offer
not opposed by the Board; and (vii) to a bona fide financial institution in
connection with the grant of a pledge or other encumbrance securing a bona fide
loan under certain circumstances. Pursuant to the Existing Stockholder's
Agreement, the Company has been granted certain rights of first refusal with
respect to permitted transfers to be made by KGaA or HCI. In addition, in the
event that, as a result of repurchases by the Company of its securities, KGaA
and its affiliates have, at any time, voting power of the Company's outstanding
voting securities in excess of the Permitted Percentage, the Company can cause
KGaA to sell such number of shares as is necessary so that its ownership is at
or below the Permitted Percentage.
Under the Existing Stockholder's Agreement, the parties agreed that
during the seventeenth year of the Agreement Period, the Company and KGaA would
negotiate in good faith with respect to the extension of the Agreement Period.
If the parties reach agreement, the Agreement Period shall be extended for the
period agreed upon not to be less than two years. If no agreement to extend the
Agreement Period is reached, the Existing Stockholder's Agreement provides that
the Company shall have a put of its interest in the Joint Venture, and KGaA
shall have a call on the Company's interest in the Joint Venture, as provided in
the Joint Venture Agreement. The consideration payable by KGaA upon the exercise
of any such put or call shall be paid first in Shares. If the Shares are
purchased by the Company pursuant to any such put or call, the Agreement Period
terminates on the second anniversary of the closing date of such purchase, which
closing, in accordance with the Joint Venture Agreement, shall take place on
December 31, 2008 unless otherwise agreed. If the Proposed Sale is consummated,
the Proposed Amended Stockholder's Agreement will eliminate these provisions and
extend the Agreement Period automatically until such time as Henkel and its
affiliates own less than 2% of the Company's outstanding voting securities.
KGaA has agreed in the Existing Stockholder's Agreement that, for a
period of ten years from July 11, 1991 (subject to extension as provided in the
Existing Stockholder's Agreement as described below), KGaA shall be present, in
person or by proxy, at all meetings of stockholders of the Company so that all
voting securities beneficially owned by KGaA shall be counted for purposes of
determining the presence of a quorum at such meetings. In addition, KGaA agreed
that it and its affiliates would vote their Shares, at KGaA's option, either in
accordance with the recommendation or direction of the Board or pro rata in the
same manner and proportion that votes of the stockholders of the Company
(excluding KGaA and its affiliates and all executive officers or directors of
Ecolab holding voting securities and the members of their immediate families)
have been cast. KGaA agreed that, notwithstanding the foregoing, it and its
affiliates shall cast their votes in accordance with the recommendation of the
Board
(i) in all elections of directors of the Company in which KGaA's
designees are included in the slate of nominees in accordance with the terms of
the Existing Stockholder's Agreement (as described below) and
(ii) on all matters (A) submitted to the vote of stockholders of the
Company which have been proposed by any stockholder or stockholders, (B)
affecting or regarding the compensation or benefits of directors, officers or
employees of the Company and (C) relating to matters concerning the continued
independent, publicly traded nature of the Company or any potential change in
control of the Company (other than the matters set forth in clauses (v), (w) and
(x) below) or concerning federal or state statutes relating to such matters.
KGaA and its affiliates are free to cast their votes as KGaA determines in its
sole discretion with respect to any of the following transactions initiated by
the Board which are presented at a meeting of stockholders of the Company for
their approval (any such transaction being referred to herein as a "Strategic
Transaction"):
(v) any disposition of the Company (by way of merger, sale of assets
or otherwise) or a substantial part of its assets;
(w) any recapitalization of the Company (other than a recapitalization
for the purpose of forming a holding company or to effect a change in the
Company's state of incorporation);
(x) any liquidation of, or consolidation involving, the Company;
(y) any increase in the Company's authorized shares or other amendment
to the Restated Certificate of Incorporation or By-Laws of the Company; or
(z) any transaction not otherwise covered by the provisions described
in this paragraph that could reasonably be expected to have a material effect on
KGaA's investment in the Shares.
The Existing Stockholder's Agreement provides that until the end of
the Agreement Period the period of the voting agreement described in the
preceding paragraph shall be extended automatically for a period of one year on
the last day of each year of the voting agreement unless KGaA elects, upon
notice provided in accordance with the Existing Stockholder's Agreement, not to
extend the voting agreement. If KGaA elects not to extend the voting agreement
provisions as described above, the Company shall have a call on the Shares at
the then average market value and on Henkel's ownership interest in the Joint
Venture, as provided in the Joint Venture Agreement. If the Proposed Sale is
consummated, the Proposed Amended Stockholder's Agreement will amend these
provisions to eliminate any difference between the period during which these
voting agreements apply and the Agreement Period and will extend these voting
agreements as long as the agreement is in effect.
In the Existing Stockholder's Agreement, the Company agreed to take or
cause to be taken all necessary actions to appoint or elect to the Board and, at
each annual meeting of the stockholders of the Company thereafter until the end
of the Agreement Period, to nominate or cause to be nominated for election to
the Board such number of individuals designated by KGaA for election as members
of the Board as is necessary to provide KGaA with representation on the Board
proportionate with its stock ownership. In accordance with these provisions,
Albrecht Woeste, Roland Schulz and Hugo Uyterhoeven currently serve as members
of the Board. This provision will remain generally the same if the Proposed
Amended Stockholder's Agreement becomes effective, except that, if Henkel
acquires additional shares of Common Stock up to the Permitted Percentage, the
number of individuals that Henkel would be entitled to designate for nomination
could increase correspondingly.
In the Existing Stockholder's Agreement, the Company agreed to grant
KGaA certain "piggyback" registration rights and certain demand registration
rights with respect to permitted sales of at least 500,000 shares of Common
Stock. If the Proposed Amended Stockholder's Agreement becomes effective, these
provisions will generally remain unchanged except that the minimum size for a
demand registration would be 1% of the Company's then outstanding Common Stock.
The restrictions on, among other things, sales, purchases and voting
described above terminate under the Existing Stockholder's Agreement upon a
Change in Control of the Company (as hereinafter defined), the determination of
the Board to effect, or to solicit proposals to effect, or to cause the Company
to enter into a definitive agreement providing for the Sale of the Company (as
hereinafter defined) or a breach by the Company of any material obligation under
the Existing Stockholder's Agreement.
For purposes of the Existing Stockholder's Agreement and the Joint
Venture Agreement, a "Change in Control of the Company" shall be deemed to have
occurred if
(i) at any time, any person (other than KGaA or any of its affiliates
or the Company, an employee stock ownership plan or other pension, stock bonus
or stock incentive plan of the Company or any of its subsidiaries) is or becomes
the beneficial owner of, or makes a tender or exchange offer pursuant to Section
14(d) of the Exchange Act with respect to which the Company does not recommend
rejection (it being understood that such restrictions shall not be terminated
until the Company has publicly taken a position with respect to such offer or
has stated that it will remain neutral or is unable to take a position with
respect thereto) in accordance with Rule 14e-2 of the Exchange Act, any
successor regulation or otherwise for, an amount of voting securities of the
Company greater than one-half of the excess of (A) the number of outstanding
voting securities of the Company over (B) the number of voting securities of the
Company which result from multiplying the number of outstanding voting
securities of the Company by the percentage of voting securities of the Company
that KGaA and its affiliates are permitted to own (if the Proposed Amended
Stockholder's Agreement becomes effective, the amount of voting securities that
will trigger this will be changed to greater than 32.5%),
(ii) during any period of two consecutive years, individuals who at
the beginning of such period constitute the Board, together with any new
director whose election by the Board or nomination for election by the Company's
stockholders was approved by a vote of at least two-thirds of the directors then
still in office who either were directors at the beginning of the period or
whose election or nomination for election was previously so approved, cease for
any reason to constitute a majority thereof or
(iii) at any time any person other than KGaA or any of its affiliates
by way of ownership of voting securities, representation on the Board or both,
is in fact controlling the operations of the Company.
For purposes of the Existing Stockholder's Agreement, a "Sale of the
Company" shall mean a merger (other than a merger for the purpose of forming a
holding company or to effect a change in the Company's state of incorporation),
combination or, in any one or more related transactions, sale of all or
substantially all of the Company's assets as a result of which the directors of
the Company immediately prior to such transaction do not represent a majority of
the board of directors, or the stockholders of the Company immediately prior to
such transaction do not continue to own equity securities representing more than
50% of the vote and of the equity, of the ultimate controlling corporation
following such merger or combination or succeeding to ownership of all or
substantially all of the Company's assets.
The material changes to the terms of the Existing Stockholder's
Agreement that will be implemented by the Proposed Amended Stockholder's
Agreement are as set forth in this Amendment, including Item 6 below. The
remaining provisions of the Existing Stockholder's Agreement described in this
Amendment will remain in full force and effect.
Henkel intends to continue to review its investment in Common Stock
from time to time and, depending upon certain factors, including without
limitation the financial performance of Ecolab, the availability and price of
shares of Common Stock on the open market, Henkel's overall relationship with
Ecolab and the status of the Joint Venture, and other general market and
investment conditions, Henkel may determine to acquire through open market
purchases or otherwise additional shares of Common Stock, or, based upon such
factors, to sell shares of Common Stock, from time to time, in each case to the
extent permitted under the Existing Stockholder's Agreement and applicable law.
Except as set forth herein, Henkel has no current plans or proposals
that relate to or would result in any of the actions or events enumerated in
clauses (a) through (j) of Item 4 of Schedule 13D, as promulgated by the
Securities and Exchange Commission.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a)-(b) At the date hereof, in the aggregate, the 32,237,176 shares of
Common Stock owned by HCI and KGaA represent approximately 25.4% of the
127,014,480 shares of Common Stock represented by Ecolab to be outstanding in
the Master Agreement.
Of that total, HCI beneficially owns 14,666,664 shares of Common Stock
(approximately 11.5% of such total). HCI and, by virtue of its indirect control
of HCI, KGaA share the power to vote and the power to dispose of these shares of
Common Stock.
KGaA directly and beneficially owns the remaining 17,570,512 shares of
Common Stock (approximately 13.8% of such total). KGaA has the sole power to
vote and the sole power to dispose of those shares of Common Stock.
At the date hereof, to the best knowledge of HCI and KGaA, Albrecht
Woeste (the Chairman of the Supervisory Board of KGaA and a member of the Board)
is the beneficial owner (with sole voting and dispositive power) of 43,404
shares of Common Stock (including 24,800 shares that could be purchased under
stock options granted by Ecolab and 6,669 shares represented by stock units
granted by Ecolab under its Non-Employee Director Deferred Compensation Plan).
At the date hereof, to the best knowledge of HCI and KGaA, Roland Schulz (a
member of the Board of Management of KGaA and a member of the Board) is the
beneficial owner (with sole voting and dispositive power) of 41,541 shares of
Common Stock (including 21,600 shares that could be purchased under stock
options granted by Ecolab and 5,924 shares represented by stock units granted by
Ecolab under its Non-Employee Director Deferred Compensation Plan). HCI and KGaA
disclaim beneficial ownership of any of the shares beneficially owned by
Albrecht Woeste and Roland Schulz.
At the date hereof, except as stated herein, neither HCI nor KGaA nor,
to the best of their knowledge, Henkel of America, Inc., Henkel Corporation or
any of the persons listed on Annex I hereto beneficially owns any shares of
Common Stock (other than shares of Common Stock beneficially owned by HCI or
KGaA of which one or more of such other persons may be deemed to have beneficial
ownership pursuant to Rule 13d-3 of the Exchange Act).
(c) No transactions in shares of Common Stock were effected during the
past 60 days by HCI or KGaA or, to the best of their knowledge, by Henkel of
America, Inc., Henkel Corporation or any of the persons listed on Annex I
hereto.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
--------------------------------------------------------
with Respect to Securities of the Issuer.
----------------------------------------
The Joint Venture Agreement contains provisions affording KGaA, upon
the occurrence of certain events, a call on the Company's ownership interest in
the Joint Venture. The price to be paid to the Company upon the exercise of any
such call varies depending upon the event that triggers the right.
Upon the refusal of KGaA to extend the Agreement Period of the
Stockholder's Agreement, KGaA would pay a portion of the "Acquisition Value" of
the Joint Venture for the Company's interest in the Joint Venture. The Joint
Venture Agreement provides that such Acquisition Value shall be the fair market
value of the Joint Venture as a going concern being sold as an entirety as
determined by three qualified appraisers.
If the Company does not agree to extend the Agreement Period in spite
of KGaA's willingness to do so, KGaA would pay a portion of the "Trading Value"
of the Joint Venture for the Company's interest. The Joint Venture Agreement
provides that such Trading Value shall be the market value of the Joint Venture
determined as if it were publicly traded without taking into account any
acquisition value or "premium" as if sold as an entirety.
KGaA also has a call on the Company's interest in the Joint Venture
for a portion of the Trading Value of the Joint Venture upon the issuance of
securities by the Company in an amount sufficient to dilute KGaA's ownership
interest in the Company below certain levels, the occurrence of a Change in
Control of the Company, a breach by the Company of the Joint Venture Agreement
or the bankruptcy of the Company.
If a third party acquires more than 50% of the Company's outstanding
voting securities, KGaA has a call on the Company's ownership interest in the
Joint Venture for a portion of the Trading Value of the Joint Venture, with the
Shares used as payment being valued at the highest price per share paid by such
third party. As described below, following any such acquisition, KGaA also has
certain rights to "economic parity."
The consideration payable by KGaA upon the exercise of any call
described above must be paid first in Shares, valued (except as described in the
previous paragraph) at their then average market value, and then in cash. In
each case, if the value of the Shares exceeds the amount payable, the Company
shall have a call on the remaining Shares owned by KGaA at their then average
market value.
The Joint Venture Agreement also provides the Company with certain
similar rights to put its interest in the Joint Venture to KGaA in return for
Shares in the case of a refusal of KGaA or the Company to extend the Agreement
Period, a change in control of Henkel or a breach by KGaA of the Joint Venture
Agreement. The Company shall also have a call on KGaA's ownership interest in
the Joint Venture if KGaA elects not to extend the voting agreement provisions
of the Stockholder's Agreement or in the event of a bankruptcy of KGaA.
As described above, the Existing Stockholder's Agreement provides
certain similar put and call rights pursuant to which KGaA may cause the Company
to purchase, or the Company may cause KGaA to sell, the Shares held by KGaA in
certain events, including some of the events triggering puts or calls in the
Joint Venture Agreement.
If the Proposed Sale is consummated and the Proposed Amended
Stockholder's Agreement becomes effective, the put and call rights relating to
the Joint Venture would be terminated.
If a third party acquires beneficial ownership of more than 50% of the
outstanding voting securities of the Company, KGaA has the right to give notice
to the Company of its election to receive "economic parity" for its Shares. On
July 18, 2000, KGaA and Ecolab executed Amendment No. 1 to Amended and Restated
Stockholder's Agreement ("Amendment No. 1"), dated as of June 30, 2000, pursuant
to which this, but only this, provision of the Stockholder's Agreement was
amended. Amendment No. 1 is filed with this Amendment as Exhibit 17 to the
Schedule 13D and is incorporated herein by this reference in its entirety. The
descriptions contained in this Amendment of the terms of Amendment No. 1 are
qualified in their entirety by reference to Amendment No. 1. As so amended, if
KGaA gives notice within a specified period of its election to receive "economic
parity," the Company must pay KGaA the aggregate spread between the market value
of the Shares it continues to hold, and between the sale price of Shares it sold
after the third party's acquisition of 50%, and the highest price per share paid
by the third party in obtaining its 50%. The Company may elect to pay this
spread in cash or in non-redeemable securities with a value equal to the spread,
in which case the Company must, if requested by KGaA within a specified period,
either find a purchaser of these securities or register them for resale in a
manner that ensures that KGaA receives cash in the amount of the spread. This
provision would remain generally unchanged if the Proposed Amended Stockholder's
Agreement becomes effective.
In addition, as described above, the Existing Stockholder's Agreement
contains certain standstill provisions with respect to KGaA's actions with
respect to the Shares.
The Proposed Amended Stockholder's Agreement contains a provision
entitling KGaA, in the event Henkel's ownership interest is diluted by more than
25% over any 24-month period by issuances of Voting Securities, to require the
Company to (at the Company's election) buy or arrange the sale of all of the
Shares. Under this provision, within 24 months of KGaA's exercise of this right,
Henkel would be guaranteed to receive an aggregate amount equal to the average
closing price of the Common Stock at the time of the dilution, plus interest
until paid in full, with the Company required to pay any shortfall to Henkel,
and Henkel paying any excess amount to the Company.
In addition, the Proposed Amended Stockholder's Agreement contains a
provision entitling the Company to buy back the Shares from Henkel in the event
KGaA agrees to be acquired by or becomes controlled by a competitor of the
Company with at least $200 million in annual sales in the cleaning and
sanitizing field.
Except as set forth herein or in the agreements described or
incorporated by reference herein, neither HCI nor KGaA nor, to the best of their
knowledge, Henkel of America, Inc., Henkel Corporation or any of the persons
listed on Annex I hereto has any contract, arrangement, understanding or
relationship with respect to any securities of the Company.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit 1 Stock Purchase Agreement by and among HC Investments, Inc.,
Henkel KGaA and Ecolab Inc. dated as of December 11, 1989
Exhibit 2 Amendment No. 1 to Stock Purchase Agreement by and among HC
Investments, Inc., Henkel KGaA and Ecolab Inc. dated as of
December 11, 1989
Exhibit 3 Confidentiality Agreement between Henkel KGaA and Ecolab Inc.
dated November 13, 1989
Exhibit 4 Press Release issued by Ecolab Inc. and Henkel KGaA on
December 11, 1989
Exhibit 5 Amendment No. 2 to Stock Purchase Agreement by and among HC
Investments, Inc., Henkel KGaA and Ecolab Inc. dated as
of September 11, 1990
Exhibit 6 Umbrella Agreement by and between Henkel KGaA and Ecolab Inc.
dated as of September 11, 1990
Exhibit 7 Joint Venture Agreement by and between Henkel KGaA and Ecolab Inc.
dated as of September 11, 1990
Exhibit 8 Stockholder's Agreement between Henkel KGaA and Ecolab Inc. dated
as of September 11, 1990
Exhibit 9 Amendment No. 3 to Stock Purchase Agreement by and among HC
Investments, Inc., Henkel KGaA and Ecolab Inc. dated as of
March 8, 1991
Exhibit 10 First Amendment to the Umbrella Agreement by and between Henkel
KGaA and Ecolab Inc. dated as of March 8, 1991
Exhibit 11 First Amendment to the Joint Venture Agreement by and between Henkel
KGaA and Ecolab Inc. dated as of March 8, 1991
Exhibit 12 First Amendment to the Stockholder's Agreement between Henkel
KGaA and Ecolab Inc. dated as of March 8, 1991
Exhibit 13 Amended and Restated Umbrella Agreement by and between Henkel
KGaA and Ecolab Inc. dated as of June 26, 1991
Exhibit 14 Amended and Restated Joint Venture Agreement by and between Henkel
KGaA and Ecolab Inc. dated as of June 26, 1991
Exhibit 15 Amended and Restated Stockholder's Agreement between Henkel
KGaA and Ecolab Inc.dated as of June 26, 1991
Exhibit 16 Press Release issued by Ecolab Inc. and Henkel KGaA on July 11, 1991
Exhibit 17 Amendment No. 1 to Amended and Restated Stockholder's Agreement
between Henkel KGaA and Ecolab Inc. dated as of June 30, 2000
Exhibit 18 Master Agreement, dated as of December 7, 2000, between
Ecolab Inc. and Henkel KGaA
Exhibit 19 Form of Second Amended and Restated Stockholder's Agreement
<PAGE>
Signature
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct. Dated: December 14, 2000
Henkel KGaA
By: /s/ Carl Braun
--------------------------------
Dr. Carl Braun
Vice President
By: /s/ Thomas-Gerd Kuhn
--------------------------------
Thomas-Gerd Kuhn
Senior Corporate Counsel
HC Investments, Inc.
By: /s/ James E. Ripka
--------------------------------
James E. Ripka
President
<PAGE>
Exhibit Index
-------------
Exhibit 1 Stock Purchase Agreement by and among HC Investments, Inc., *
Henkel KgaA and Ecolab Inc. dated as of December 11, 1989
Exhibit 2 Amendment No. 1 to Stock Purchase Agreement by and among HC *
Investments, Inc., Henkel KGaA and Ecolab Inc. dated as of
December 11, 1989
Exhibit 3 Confidentiality Agreement between Henkel KGaA and Ecolab Inc. *
dated November 13, 1989
Exhibit 4 Press Release issued by Ecolab Inc. and Henkel KGaA on December *
11, 1989
Exhibit 5 Amendment No. 2 to Stock Purchase Agreement by and among HC **
Investments, Inc., Henkel KGaA and Ecolab Inc. dated as of
September 11, 1990
Exhibit 6 Umbrella Agreement by and between Henkel KGaA and Ecolab Inc. **
dated as of September 11, 1990
Exhibit 7 Joint Venture Agreement by and between Henkel KGaA and **
Ecolab Inc. dated as of September 11, 1990
Exhibit 8 Stockholder's Agreement between Henkel KGaA and Ecolab Inc. **
dated as of September 11, 1990
Exhibit 9 Amendment No. 3 to Stock Purchase Agreement by and among HC ***
Investments, Inc., Henkel KGaA and Ecolab Inc. dated as of March
8, 1991
Exhibit 10 First Amendment to the Umbrella Agreement by and between ***
Henkel KGaA and Ecolab Inc. dated as of March 8, 1991
Exhibit 11 First Amendment to the Joint Venture Agreement by and between ***
Henkel KGaA and Ecolab Inc. dated as of March 8, 1991
Exhibit 12 First Amendment to the Stockholder's Agreement between Henkel ***
KGaA and Ecolab Inc. dated as of March 8, 1991
Exhibit 13 Amended and Restated Umbrella Agreement by and between Henkel ****
KGaA and Ecolab Inc. dated as of June 26, 1991
Exhibit 14 Amended and Restated Joint Venture Agreement by and between ****
Henkel KGaA and Ecolab Inc. dated as of June 26, 1991
Exhibit 15 Amended and Restated Stockholder's Agreement between Henkel ****
KGaA and Ecolab Inc. dated as of June 26, 1991
Exhibit 16 Press Release issued by Ecolab Inc. and Henkel KGaA on ****
July 11, 1991
Exhibit 17 Amendment No. 1 to Amended and Restated Stockholder's Agreement 34
between Henkel KGaA and Ecolab Inc. dated as of June 30, 2000
Exhibit 18 Master Agreement, dated as of December 7, 2000, between Ecolab 37
Inc. and Henkel KGaA
Exhibit 19 Form of Second Amended and Restated Stockholder's Agreement 90
* Previously filed as an Exhibit to the Schedule 13D on December 20, 1989.
** Previously filed as an Exhibit to Amendment No. 2 to the Schedule 13D on
September 17, 1990.
*** Previously filed as an Exhibit to Amendment No. 3 to the Schedule 13D on
March 15, 1991.
**** Previously filed as an Exhibit to Amendment No. 4 to the Schedule 13D on
July 16, 1991.
<PAGE>
ANNEX I
-------
Officers and Directors of HC Investments, Inc.
----------------------------------------------
The following table sets forth the name, business address, position
with HCI and present principal occupation of each director and executive officer
of HCI. Each individual listed below is a citizen of the United States.
Position with HCI and Present
Name and Address Principal Occupation or Employment
---------------- ----------------------------------
Mr. James E. Ripka Vice President and Treasurer of Henkel
Henkel Corporation Corporation; Director, Chairman of the Board
The Triad, Suite 200 of Directors and President of HCI
2200 Renaissance Boulevard
Gulph Mills, PA 19406
Mr. Kenneth R. Pina Senior Vice President, Chief Legal Officer
Henkel Corporation and Secretary of Henkel Corporation;
The Triad, Suite 200 Secretary of HCI
2200 Renaissance Boulevard
Gulph Mills, PA 19406
Mr. Timothy V. Eisenhut Vice President, Tax of Henkel Corporation;
Henkel Corporation Director and Vice President, Finance
The Triad, Suite 200 and Treasurer of HCI
2200 Renaissance Boulevard
Gulph Mills, PA 19406
Mr. Brian Friend Director of Tax of Henkel Corporation;
Henkel Corporation Director and Vice President, Tax of HCI
The Triad, Suite 200
2200 Renaissance Boulevard
Gulph Mills, PA 19406
Mr. Lloyd Overton Martin Assistant Vice President, Corporate,
Wilmington Trust Company Financial Services Department, Wilmington
1105 North Market Street Trust Company; Director and Assistant
Suite 1300 Treasurer of HCI
Wilmington, DE 19899
Mr. Gregory Gaglione Associate General Counsel and Assistant
Henkel Corporation Secretary of Henkel Corporation;
The Triad, Suite 200 Assistant Secretary of HCI
2200 Renaissance Boulevard
Gulph Mills, PA 19406
<PAGE>
Officers and Directors of Henkel KGaA
-------------------------------------
The following table sets forth the name, business address (except as
noted), position with KGaA and present principal occupation of each director,
executive officer and controlling person of KGaA. Each individual listed below
is a citizen of Germany, except Mr. de Keersmaecker, who is a citizen of
Belgium, and Dr. Morwind, who is a citizen of the Republic of Austria.
Name and Address Present Principal Occupation or Employment
---------------- ------------------------------------------
Supervisory Board:
------------------
Mr. Albrecht Woeste Owner, President and Managing
Henkelstrasse 67 Director of R. Woeste GmbH & Co. KG
40191 Dusseldorf and Chairman of the Supervisory Board
Germany and Chairman of the Shareholders'
Committee of KGaA
Dr. Ulrich Cartellieri Member of the Board of Management of
Deutsche Bank AG Deutsche Bank AG
D-60262 Frankfurt
Germany
Mr. Hans Dietrichs Member of the Works Council of KGaA
Ziegeleistrasse 56
39307 Genthin
Germany
Mrs. Ursula Fairchild Photographer
6126 Avenida Cresta
La Jolla, California 92037
United States
(residence)
Mr. Benedikt-Joachim Freiherr von Herman Forester
Obere Dorfstrasse 1
88489 Wain
Germany
Mr. Bernd Hinz Member of the Works Council of KGaA
Rheinstrasse 48
51371 Leverkusen
Germany
<PAGE>
Name and Address Present Principal Occupation or Employment
---------------- ------------------------------------------
Supervisory Board: (continued)
------------------
Prof. Dr. Dr. h.c. Heribert Meffert Professor at the University of
Potstiege 56 Munster and Director of the
48161 Munster Institute for Marketing
Germany
Mr. Hans Mehnert Member of the Works Council of KGaA
Im Strasschen 51
40789 Monheim
Germany
Prof. Dr. Dr. Heinz Riesenhuber Member of Parliament
Bundesforschungsminister a.D.
Deutscher Bundestag
Platz der Republik 1
11011 Berlin
Germany
Mr. Heinrich Thorbecke Owner and Managing Director of Bank
Wolfgangweg 17 Thorbecke in Geneva, Switzerland
CH-9014 St. Gallen
Switzerland
Mr. Michael Vassilidias Chemical Engineer at IG Bergbau
Konigsworther Platz 6
30167 Hannover
Germany
Mr. Bernhard Walter Chairman of the Board of Managing
60301 Frankfurt Directors of Dresdner Bank AG
Germany
Mr. Jurgen Walter Officer of IG Bergbau - Chemie,
c/o IG Bergbau - Chemie, Energie Energie (Industrial union of
Konigsworther Platz 6 employees in the chemical industry)
30167 Hannover
Germany
Mrs. Brigitte Weber Member of the Works Council of KGaA
Pestalozzistrasse 12
40764 Langenfeld
Germany
<PAGE>
Name and Address Present Principal Occupation or Employment
---------------- ------------------------------------------
Supervisory Board: (continued)
------------------
Dr. Anneliese Wilsch-Irrgang Chairman of the Management Personnel
Flotowstrasse 2a Representatives of KGaA
40593 Dusseldorf
Germany
Mr. Winfried Zander Chairman of the Works Council of KGaA
Henkelstrasse 67 and Vice Chairman of the Supervisory
40191 Dusseldorf Board
Germany
Board of Management:
-------------------
Dr. Ulrich Lehner President and Chief Executive
Henkelstrasse 67 Officer and Chairman of the Board
40191 Dusseldorf of Management of KGaA
Germany
Mr. Guido de Keersmaecker Executive Vice President-Adhesives
Henkelstrasse 67 of KGaA
40191 Dusseldorf
Germany
Dr. Jochen Krautter Executive Vice President Finance and
Henkelstrasse 67 Logistics of KGaA
40191 Dusseldorf
Germany
Dr. Klaus Morwind Executive Vice President-Detergents/
Henkelstrasse 67 Cleaning Products of KGaA
40191 Dusseldorf
Germany
Dr. Roland Schulz Executive Vice President-Human
Henkelstrasse 67 Resources, Hygiene and Surface
40191 Dusseldorf Technologies of KGaA
Germany
<PAGE>
Name and Address Present Principal Occupation or Employment
---------------- ------------------------------------------
Board of Management: (continued)
--------------------
Dr. Uwe Specht Executive Vice President- Cosmetics/
Henkelstrasse 67 Toiletries of KGaA
40191 Dusseldorf
Germany
Shareholders' Committee:
------------------------
Mr. Albrecht Woeste Owner, President and Managing
Henkelstrasse 67 Director of R. Woeste GmbH & Co. KG
40191 Dusseldorf and Chairman of the Supervisory
Germany Board and Chairman of the
Shareholders' Committee of KGaA
Dr. Simone Bagel Biologist
Beethovenstrasse 62
53115 Bonn
Germany
Mr. Stefan Hamelmann Owner of Franz Hamelmann
Hebbelstrasse 13 Baugesellschaft MbH
40237 Dusseldorf
Germany
Dr. h.c. Ulrich Hartmann President and Chief Executive Officer
Bennigsenplatz 1 of E.ON AG
40474 Dusseldorf
Germany
Chrisoph Henkel Independent Entrepreneur and Business
Henkelstrasse 67 Executive
40191 Dusseldorf
Germany
Dr. Jurgen Manchot Vice Chairman of the Shareholders'
Henkelstrasse 67 Committee of KGaA and Chemist
40191 Dusseldorf
Germany
Mr. Thomas Manchot Entrepreneur
Kaiser-Wilhelm-Ring 43a
40545 Dusseldorf
Germany
<PAGE>
Name and Address Present Principal Occupation orEmployment
---------------- -----------------------------------------
Shareholders' Committee: (continued)
------------------------
Dr. Christa Plichta Physician
Chemin Colladon 22
CH-1209 Geneve
Switzerland
Dr. Wolfgang Roller Chairman of the Supervisory Board of
c/o Dresdner Bank AG Dresdner Bank AG
60301 Frankfurt Am Main
Germany
Mr. Burkhard Schmidt Managing Director of Jahr Holding
Stubbenhuk 7 GmbH & Co KG
20459 Hamburg
Germany
Dr. Hans-Dietrich Winkhaus Former President and Chief Executive
Henkelstrasse 67 Officer of KGaA; Chairman of the
40191 Dusseldorf Supervisory Board of Deutsche Telekom
Germany AG
