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): October 2, 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 October 2, 1997, Ecolab Inc. ("Ecolab") announced its intention to increase its offer price to A$8.75 per share or, subject to certain conditions to A$9.00, for all the outstanding shares of Gibson Chemical Industries Limited ("Gibson") not owned by Ecolab. Gibson, a manufacturer and marketer of cleaning and sanitizing products, is located in Melbourne, Victoria, Australia and its shares are traded on the Australian Stock Exchange. The offer is to be made by an Australian subsidiary of Ecolab. The subsidiary currently owns approximately 15.9% of the shares of Gibson which it previously acquired through on-market purchases from six of Gibson's major institutional shareholders at prices between A$7.10 and A$8.25 per share. Copies of the News Releases issued by Ecolab and by Ecolab's Australia subsidiary on October 2, 1997 are attached as Exhibit (99)A and Exhibit (99)B, respectively. Item 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits (99)A. Ecolab Inc. News Release dated October 2, 1997. (99)B. Ecolab Australia Pty Limited News Release dated October 2, 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: October 2, 1997 - 3 - EXHIBIT INDEX EXHIBIT NO. DESCRIPTION METHOD OF FILING ----------- ----------- ---------------- (99)A. Ecolab Inc. News Release Filed herewith electronically dated October 2, 1997. (99)B. Ecolab Australia Pty Filed herewith electronically Limited News Release dated October 2, 1997. - 4 -