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): July 14, 1998 ---------------------------- 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 July 14, 1998, the Company consummated its previously announced agreement to acquire GCS Service, Inc., a Danbury, Connecticut - based provider of kitchen equipment repair services ("GCS"). The Company will issue approximately 850,000 shares of its Common Stock to the GCS shareholders in consideration of the purchase price. The number of issued shares is subject to customary post closing adjustments. The transaction is being accounted for as a purchase. The Company plans to continue the business of GCS as a subsidiary or division of the Company. Item 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits (99) Agreement and Plan of Merger, dated May 12, 1998, between the Company, GCS Acquisition Corporation, GCS and Wesley B. Tyler ("Merger Agreement"). Incorporated by reference to Exhibit (2) of the Company's Form S-4 filed June 2, 1998 (file number 333-55869). The Company undertakes to furnish to the Securities and Exchange Commission a copy of any omitted Exhibit or Schedule to the Merger Agreement upon request. 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: July 15, 1998 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION METHOD OF FILING ----------- ----------- ---------------- (99) Agreement and Plan of Merger, dated Incorporated by reference May 12, 1998, between the Company, to Exhibit (2) of the GCS Acquisition Corporation, GCS Company's Form S-4 filed Service, Inc. and Wesley B. Tyler June 2, 1998 (file number 333-55869). The Company undertakes to furnish to the Securities and Exchange Commission a copy of any omitted Exhibit or Schedule to the Merger Agreement upon request.