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): JANUARY 23, 2001
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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
of incorporation) File Number) Identification No.)
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.)
Item 5. OTHER EVENTS.
Reference is hereby made to the Company's Registration Statement on
Form S-3 (File No. 333-14771) filed with the Securities and Exchange Commission
(the "Commission") on October 24, 1996, as amended by Amendment No. 1 thereto
filed with the Commission on November 15, 1996 (as so amended, the "Registration
Statement") and declared effective by the Commission on November 18, 1996,
pursuant to which the Company registered $200,000,000 aggregate principal amount
(in U.S. dollars or the equivalent thereof in foreign currency or currency
units) of its debt securities under the Securities Act of 1933, as amended (the
"Securities Act"), to be offered from time to time pursuant to Rule 415 under
the Securities Act.
On January 23, 2001, the Company entered into an underwriting
agreement and a terms agreement relating to the sale of $150,000,000
aggregate principal amount of its 6.875% Notes due February 1, 2011 (the
"Notes") under the Registration Statement. The Notes will be issued pursuant
to the Amended and Restated Indenture, dated as of January 9, 2001, between
Ecolab Inc. and Bank One, National Association (f/k/a The First National Bank
of Chicago), as trustee, which indenture amends and restates the Indenture,
dated as of November 1, 1996, between Ecolab and the Trustee, in accordance
with the terms and provisions established by the Officer's Certificate dated
as of January 23, 2001 (the "Officer's Certificate"). Copies of the
underwriting agreement, the terms agreement, the Amended and Restated
Indenture, the Officer's Certificate and the form of the Notes are filed as
exhibits (1)A, (1)B, (4)A, (4)B and (4)C, respectively, to this Current
Report on Form 8-K.
Certain other documents are included as exhibits (9), (10)A, (10)B,
(10)C and (12) to this Current Report on Form 8-K.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
(1)A. Underwriting Agreement, dated January 23, 2001, among the
Company and Credit Suisse First Boston Corporation, Chase
Securities Inc., Banc of America Securities LLC and Salomon
Smith Barney Inc.
B. Terms Agreement, dated January 23, 2001, among the Company
and Credit Suisse First Boston Corporation, Chase Securities
Inc., Banc of America Securities LLC and Salomon Smith Barney
Inc.
(4)A. Amended and Restated Indenture, dated as of January 9, 2001,
between Ecolab Inc. and Bank One, National Association (f/k/a
The First National Bank of Chicago), as trustee
B. Officer's certificate establishing terms and conditions of
6.875% Notes due February 1, 2011
C. Form of 6.875% Note due February 1, 2011
(9) Form of Second Amended and Restated Stockholder's Agreement -
See Exhibit (10)B.
(10)A. Master Agreement, dated as of December 7, 2000, between Ecolab
Inc. and Henkel KgaA - Incorporated by reference to Exhibit 18
of HC Investments, Inc.'s and Henkel KGaA's Amendment No. 5 to
Schedule 13D dated December 14, 2000.
B. Form of Second Amended and Restated Stockholder's Agreement -
Incorporated by reference to Exhibit 19 of HC Investments,
Inc.'s and Henkel KGaA's Amendment No. 5 to Schedule 13D dated
December 14, 2000.
C. Multicurrency Credit Agreement, dated as of September 29, 1993,
as Amended and Restated as of December 13, 2000, among the
Company, the financial institutions party thereto from time to
time, Citicorp USA, Inc., as Agent, CITIBANK INTERNATIONAL PLC,
as Euro-Agent and Bank One, NA and Credit Suisse First Boston,
as Co-Agents
(12) Computation of Ratio of Earnings to Fixed Charges
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: January 23, 2001
2
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION METHOD OF FILING
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(1)A. Underwriting Agreement, dated January 23, 2001, Filed herewith
among the Company and Credit Suisse First electronically.
Boston Corporation, Chase Securities Inc., Banc of
America Securities LLC and Salomon Smith
Barney Inc.
B. Terms Agreement, dated January 23, 2001, among the Filed herewith
Company and Credit Suisse First Boston Corporation, electronically.
Chase Securities Inc., Banc of America Securities LLC
and Salomon Smith Barney Inc.
(4)A. Amended and Restated Indenture, dated as of Filed herewith
January 9, 2001, between Ecolab Inc. and electronically.
Bank One, National Association (f/k/a The First National
Bank of Chicago), as trustee
B. Officer's certificate establishing terms and Filed herewith
conditions of 6.875% Notes due February 1, 2011 electronically.
C. Form of 6.875% Note due February 1, 2011 Filed herewith
electronically.
(9) Form of Second Amended and Restated See Exhibit (10)B.
Stockholder's Agreement
(10)A. Master Agreement, dated as of December 7, 2000, Incorporated by reference
between Ecolab Inc. and Henkel KGaA to Exhibit 18 of HC
Investments, Inc.'s and
Henkel KGaA's
Amendment No. 5 to
Schedule 13D dated
December 14, 2000.
B. Form of Second Amended and Restated Incorporated by reference
Stockholder's Agreement to Exhibit 19 of HC
Investments, Inc.'s and
Henkel KGaA's
Amendment No. 5 to
Schedule 13D dated
December 14, 2000.
C. Multicurrency Credit Agreement, dated as of Filed herewith
September 29, 1993, as Amended and Restated as electronically.
of December 13, 2000, among the Company, the
financial institutions party thereto from time to
time, Citicorp USA, Inc., as Agent, CITIBANK
INTERNATIONAL PLC, as Euro-Agent and Bank
One, NA and Credit Suisse First Boston, as
Co-Agents
(12) Computation of Ratio of Earnings to Fixed Charges Filed herewith
electronically.