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 9, 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 9, 1997, Ecolab Inc. ("Ecolab") announced that the Board of
Directors of Gibson Chemical Industries Limited ("Gibson") has unanimously
recommended Gibson shareholders accept Ecolab's increased revised cash offer of
A$9.00 per share for all the outstanding shares of Gibson in the absence of a
higher offer. Ecolab agreed to waive all conditions attached to its offer other
than the usual conditions under Australian law and approval under the Australia
Foreign Acquisitions and Takeovers Act, which approval is expected shortly.
Ecolab' offer, to be made by an Australian subsidiary, is expected to be
mailed to Gibson shareholders October 17, 1997 and will remain open for
one month. Ecolab's subsidiary currently owns approximately 15.9% of the
shares of Gibson which it previously acquired at prices ranging from A$7.10 to
A$8.25 per share. Gibson, a manufacturer and marketer of cleaning and
sanitizing products, is located in Melbourne, Victoria, Australia and has
approximately 22.4 million shares outstanding. Gibson's shares are traded on
the Australian Stock Exchange.
Gibson proposes to declare a fully-franked (tax-favored) A$0.30 per share
dividend which will be paid at the same time as the previously announced A$0.20
per share fully-franded final dividend. The books closing date for both
dividends will be November 7, 1997. Under the terms of Ecolab's offer,
shareholders whose acceptances are registered after the November 7, 1997 books
closing date will retain the A$0.50 in fully-franked dividends and receive
A$8.50 from Ecolab if they accept the offer. Shareholders whose acceptances are
registered prior to the November 7, 1997 books closing date will receive the
A$9.00 cash per share from Ecolab and will not receive any dividend.
Ecolab's A$9.00 per share offer is a final offer and will not be increased
in the absence of a higher competing offer. No higher competing offer is
expected by Gibson or by Ecolab.
A copy of the News Release issued by Ecolab on October 9, 1997 is attached
as Exhibit (99).
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
(99) Ecolab News Release dated
October 9, 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 9, 1997
-3-
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION METHOD OF FILING
----------- ----------- ----------------
(99) Ecolab News Release Filed herewith electronically
dated October 9, 1997.
-4-