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): August 29, 1997 ---------------------------- ECOLAB INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-9328 41-0231510 - ---------------------------- --------------- --------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) Ecolab Center, 370 N. Wabasha, St. Paul, Minnesota 55102 - --------------------------------------------------- -------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, include area code: 612-293-2233 ------------------------------ (Not applicable) - -------------------------------------------------------------------------------- (Former name or former address, if changed from last report.) Item 5. OTHER EVENTS. On August 29, 1997, Ecolab Inc. (the "Corporation") announced that it will undertake a tender offer for all the outstanding shares of Gibson Chemical Industries Limited ("Gibson") not owned by Ecolab. Gibson is located in Melbourne Victoria, Australia and its shares are traded on the Australian Stock Exchange. Beginning in mid-September, a wholly-owned Australia subsidiary of Ecolab plans to offer Gibson shareholders AU$8.25 per share, subject to certain conditions and approval by the Australian Foreign Investment Review Board. The Corporation previously announced that it had accumulated a 14.9% equity stake in Gibson, a manufacturer and marketer of cleaning and sanitizing products, primarily for the Australian and New Zealand institutional, healthcare and industrial markets. A copy of the News Release issued by the Corporation on August 29, 1997 is attached as Exhibit (99). Item 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits (99) Ecolab News Release dated August 29, 1997. -2- 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 ------------------------------------------ Kenneth A. Iverson Vice President and Secretary Date: August 29, 1997 -3- EXHIBIT INDEX EXHIBIT NO. DESCRIPTION METHOD OF FILING ----------- ----------- ---------------- (99) Ecolab News Release Filed herewith electronically dated August 29, 1997. -4-