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Filed pursuant to Rule 424(b)(3)
Registration No. 333-35378
PROSPECTUS
424,111 SHARES
[LOGO]
COMMON STOCK
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This prospectus relates to the proposed sale of 424,111 shares of our
common stock by certain of our stockholders. These stockholders received their
shares in connection with our acquisition of Southwest Sanitary Distributing
Company on February 22, 2000.
The prices at which these selling stockholders may sell their shares
will be determined by the prevailing market price for our common stock or in
negotiated transactions. We will not receive any proceeds from their sale of
such shares.
Our common stock is listed on the New York Stock Exchange and the
Pacific Exchange and trades under the symbol "ECL." On May 4, 2000, the closing
price of a share of our common stock on the New York Stock Exchange was $39-7/8.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
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THE DATE OF THIS PROSPECTUS IS MAY 8, 2000.
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TABLE OF CONTENTS
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Page No.
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Where You Can Find More Information ....................................................................3
The Company.............................................................................................4
Plan of Distribution....................................................................................4
Selling Stockholders....................................................................................6
Legal Matters...........................................................................................6
Experts.................................................................................................7
</TABLE>
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You may rely only on the information contained in this prospectus. We
have not authorized anyone to provide information different from that contained
in this prospectus. Neither the delivery of this prospectus nor the sale of
common stock means that the information contained in this prospectus is correct
after the date of this prospectus. This prospectus is not an offer to sell or a
solicitation of an offer to buy shares of our common stock in any circumstances
under which the offer or solicitation is unlawful.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the Public Reference Room. Our SEC filings are also available to
the public at the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" into this prospectus
the information contained in the documents we file with them, which means that
we can disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to be part of
this prospectus, and later information that we file with the SEC will update and
supersede this information. We are incorporating by reference the following
documents:
(a) our Annual Report on Form 10-K for the year ended December 31,
1999,
(b) the description of our common stock contained in our
registration statement on Form 8-A/A dated November 21, 1997,
including any subsequent amendments or reports filed for the
purpose of updating such description, and
(c) the description of our preferred stock purchase rights,
contained in our registration statement on Form 8-A/A dated
December 18, 1997, including any subsequent amendments or
reports filed for the purpose of updating such description.
We are also incorporating by reference any future filings we make with
the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act
of 1934 until the distribution is completed. Our SEC file number is 1-9328.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Kenneth A. Iverson
Vice President and Secretary
Ecolab Inc.
Ecolab Center
370 North Wabasha Street
Saint Paul, Minnesota 55102
(651) 293-2125
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THE COMPANY
Ecolab Inc. develops and markets premium products and services for the
hospitality, institutional and industrial markets. We provide cleaning,
sanitizing, pest elimination, maintenance and repair products, systems and
services primarily to hotels and restaurants, foodservice, healthcare and
educational facilities, quickservice restaurants (fast-food and other
convenience store units), grocery stores, commercial and institutional
laundries, light industry, dairy plants and farms, food and beverage processors,
pharmaceutical and cosmetics facilities and the vehicle wash industry. In
addition, we have a 50% economic interest in a joint venture with Henkel KGaA of
Dusseldorf, Germany named Henkel-Ecolab. Henkel-Ecolab operates institutional
and industrial cleaning and sanitizing businesses in Europe.
We are incorporated in Delaware and have our principal executive
offices at Ecolab Center, 370 N. Wabasha Street, St. Paul, Minnesota 55102. Our
telephone number is (651) 293-2233.
PLAN OF DISTRIBUTION
We are registering the resale of 424,111 shares of our common stock on
behalf of certain selling stockholders. All of the shares were issued by us in
connection with our acquisition of Southwest Sanitary Distributing Company
pursuant to an Agreement and Plan of Merger dated February 1, 2000. We will not
receive any proceeds from this offering.
The selling stockholders named in the table below or pledgees, donees,
transferees or other successors-in-interest selling shares received from a named
selling stockholder as a pledge, gift, partnership distribution or other
non-sale-related transfer after the date of this prospectus may sell the shares
from time to time. All of such persons are "selling stockholders" as that term
is used in this prospectus. The selling stockholders will act independently of
Ecolab in making decisions with respect to the timing, manner and size of each
sale, except that the selling stockholders have agreed in the Agreement and Plan
of Merger that they will refrain from reselling their shares under this
prospectus in certain circumstances.
Sales by the selling stockholders may be made on one or more exchanges
or in the over-the-counter market or otherwise, at prices and at terms then
prevailing or at prices related to the then current market price, or in
negotiated transactions. The selling stockholders may effect such transactions
by selling the shares to or through broker-dealers. The shares may be sold by
one or more of, or a combination of, the following:
- a block trade in which the broker-dealer so engaged will
attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate the
transaction,
- purchases by a broker-dealer as principal and resale by such
broker-dealer for its account pursuant to this prospectus,
- an exchange distribution in accordance with the rules of such
exchange,
- ordinary brokerage transactions and transactions in which the
broker solicits purchasers, and
- in privately negotiated transactions.
In addition, any securities covered by this prospectus which qualify
for sale pursuant to Rule 144 promulgated under the Securities Act may be sold
under Rule 144 rather than pursuant to this prospectus.
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To the extent required, this prospectus may be amended or supplemented
from time to time in the manner discussed below to describe a specific plan of
distribution. In effecting sales, broker-dealers engaged by the selling
stockholders may arrange for other broker-dealers to participate in the resales.
The selling stockholders may enter into hedging transactions with
broker-dealers in connection with distributions of the shares or otherwise. In
such transactions, broker-dealers may engage in short sales of the shares in the
course of hedging the positions they assume with selling stockholders. The
selling stockholders also may sell shares short and redeliver the shares to
close out such short positions. The selling stockholders may enter into option
or other transactions with broker-dealers which require the delivery to the
broker-dealer of the shares. The broker-dealer may then resell or otherwise
transfer such shares pursuant to this prospectus. The selling stockholders also
may loan or pledge the shares to a broker-dealer. The broker-dealer may sell the
shares so loaned, or upon a default the broker-dealer may sell the pledged
shares pursuant to this prospectus.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from selling stockholders. Broker-dealers
or agents may also receive compensation from the purchasers of the shares for
whom they act as agents or to whom they sell as principals, or both.
Compensation as to a particular broker-dealer might be in excess of customary
commissions and will be in amounts to be negotiated in connection with the sale.
Broker-dealers or agents and any other participating broker-dealers or the
selling stockholders may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act in connection with sales of the shares.
Accordingly, any such commission, discount or concession received by them and
any profit on the resale of the shares purchased by them may be deemed to be
underwriting discounts or commissions under the Securities Act. The selling
stockholders have advised Ecolab that they have not entered into any agreements,
understandings or arrangements with any underwriters or broker-dealers regarding
the sale of their securities. There is no underwriter or coordinating broker
acting in connection with the proposed sale of shares by selling stockholders.
The shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in
certain states the shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the shares may not simultaneously engage
in market making activities with respect to our common stock for a period of two
business days prior to the commencement of such distribution. In addition, each
selling stockholder will be subject to applicable provisions of the Exchange Act
and the associated rules and regulations under the Exchange Act, including
Regulation M, which provisions may limit the timing of purchases and sales of
shares of our common stock by the selling stockholders. Because selling
stockholders may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act, the selling stockholders will be subject to the
prospectus delivery requirements of the Securities Act. We will make copies of
this prospectus available to the selling stockholders and have informed them of
the need for delivery of copies of this prospectus to purchasers at or prior to
the time of any sale of the shares. Such delivery may include delivery through
the facilities of the New York Stock Exchange pursuant to Rule 153 under the
Securities Act.
We will file a supplement to this prospectus, if required, pursuant to
Rule 424(b) under the Securities Act upon being notified by a selling
stockholder that any material arrangement has been entered into with a
broker-dealer for the sale of shares through a block trade, special offering,
exchange distribution or secondary distribution or a purchase by a broker or
dealer. Such supplement will disclose:
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- the name of each such selling stockholder and of the
participating broker-dealer(s),
- the number of shares involved,
- the price at which such shares were sold,
- the commissions paid or discounts or concessions allowed to
such broker-dealer(s), where applicable,
- that such broker-dealer(s) did not conduct any investigation
to verify the information set out or incorporated by reference
in this prospectus, and
- other facts material to the transaction.
In addition, upon being notified by a selling stockholder that a donee,
pledgee, transferee or other successor-in-interest intends to sell more than 500
shares, we will file a supplement to this prospectus.
We will bear all costs, expenses and fees in connection with the
registration of the shares. The selling stockholders will bear all commissions
and discounts, if any, attributable to the sales of the shares. The selling
stockholders may agree to indemnify any broker-dealer or agent that participates
in transactions involving sales of the shares against certain liabilities,
including liabilities arising under the Securities Act.
SELLING STOCKHOLDERS
The following table sets forth the number of shares owned by each of
the selling stockholders. The selling stockholders received the shares as the
result of our acquisition of Southwest Sanitary Distributing Company. None of
the selling stockholders has had a material relationship with us within the past
three years other than as a result of their ownership of the shares of our
common stock or their non-officer employment or consulting relationship with us.
Each of the selling stockholders currently owns less than one percent of our
outstanding common stock. A total of 57,940 of the shares are currently held by
us to secure possible purchase price adjustments and indemnification claims
resulting from the acquisition and cannot be sold by the selling stockholders
until they are released from escrow. No estimate can be given as to the amount
of shares that will be held by the selling stockholders after completion of this
offering because the selling stockholders may offer all or some of the shares
and because there currently are no agreements, arrangements or understandings
with respect to the sale of any of the shares. The shares offered by this
prospectus may be offered from time to time by the selling stockholders named
below.
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NAME OF SELLING NUMBER OF SHARES
STOCKHOLDER BENEFICIALLY OWNED
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Bobby Cheney................................ 333,288
Gail Cheney................................. 83,323
Scott Latimer............................... 7,500
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LEGAL MATTERS
Certain legal matters regarding the validity of the shares of common
stock offered hereby will be passed upon by Kenneth A. Iverson, our Vice
President and Secretary.
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EXPERTS
Our consolidated financial statements and related financial statement
schedule, which are included or incorporated by reference in our Annual Report
on Form 10-K for the year ended December 31, 1999, and incorporated by reference
in this prospectus and the related Registration Statement on Form S-3, 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 financial statements and
financial statement schedules that we issue 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 prospectus and the
related Registration Statement on Form S-3 in reliance upon their reports and
said authority.
The combined financial statements and related financial statement
schedule of Henkel-Ecolab for the years ended November 30, 1999 and 1998, which
are included in Ecolab's Annual Report on Form 10-K for the year ended December
31, 1999, and incorporated by reference in this prospectus and the related
Registration Statement on Form S-3, 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 report 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
Henkel-Ecolab 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 prospectus and the related Registration
Statement on Form S-3 in reliance upon their reports and said authority.
The combined financial statements and related financial statement
schedule of the Henkel-Ecolab Joint Venture for the year ended November 30,
1997, which are included in Ecolab's Annual Report on Form 10-K for the year
ended December 31, 1999, and incorporated by reference in this prospectus and
the related Registration Statement on Form S-3, have been audited by KPMG
Deutsche Treuhand-Gesellschaft Aktiengesellschaft
Wirtschaftsprufungsgesellschaft, independent accountants. The combined financial
statements and related financial statement schedule 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.
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