SEC Info - Henkel Kgaa/New - ‘SC 13D/A’ on 2/1/05 re: Ecolab Inc

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Henkel Kgaa/New – ‘SC 13D/A’ on 2/1/05 re: Ecolab Inc

On: Tuesday, 2/1/05, at 2:11pm ET · Accession #: 903423-5-69 · File #: 5-30248

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/01/05  Henkel Kgaa/New                   SC 13D/A               2:28K  Ecolab Inc                        Cleary Gottlieb Ste… LLP

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial          16±    60K 
                          Ownership                                              
 2: EX-23       Consent of Experts or Counsel                          1      5K

SC 13D/A — Amendment to General Statement of Beneficial Ownership
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Identity and Background Interest in Securities of the Issuer Material to be Filed as Exhibits Purpose of Transaction Schedule 13D
1	1st Page - Filing Submission
"	Schedule 13D
5	Item 2. Identity and Background
"	Item 4. Purpose of Transaction
"	Item 5. Interest in Securities of the Issuer
"	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
"	Item 7. Material to be Filed as Exhibits

SC 13D/A 1st “Page” of 10 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

SCHEDULE 13D

 Under the Securities Exchange Act of 1934
 (Amendment No. 12)*

 Ecolab Inc.
--------------------------------------------------------------------------------
(Name of Issuer)

 Common Stock, par value $1.00 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)

 278865100
--------------------------------------------------------------------------------
(CUSIP Number)

William A. Groll, Esq.
Cleary, Gottlieb, Steen & Hamilton LLP
City Place House
55 Basinghall Street
 London EC2V 5EH
 44-207 614 2200
--------------------------------------------------------------------------------
 (Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications) 

   December 15, 2004
----------------------------------------------------------------------
 (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition which is the subject of this Schedule 13D, and is filing this   
schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the   
following box |_|.                                                              

Note: Schedules filed in paper format shall include a signed original and five  
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other  
parties to whom copies are to be sent.                                          

*The remainder of this cover page shall be filled out for a reporting person's  
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter           
disclosures provided in a prior cover page.                                     

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of   
1934 or otherwise subject to the liabilities of that section of the Act but     
shall be subject to all other provisions of the Act (however, see the Notes).   

SC 13D/A 2nd “Page” of 10 TOC 1st Previous Next ↓Bottom Just 2nd
SCHEDULE 13D
CUSIP No. 278865100                                                             

1     NAME OF REPORTING PERSON                                          
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON           

Henkel KGaA                                                 

  2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*           (a)  |_|
                                                                    (b)  |_|

3                                                                       

4     SOURCE OF FUNDS*                                                  

WC                                                          

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED          
        PURSUANT TO ITEMS 2(d) or 2(e)                                   |_|

6     CITIZENSHIP OR PLACE OF ORGANIZATION                              

Germany                                                     

     7       SOLE VOTING POWER

0   

NUMBER OF SHARES          8       SHARED VOTING POWER                   
BENEFICIALLY OWNED BY                                                         
EACH REPORTING                   72,629,552                           
PERSON                                                        
WITH                9       SOLE DISPOSITIVE POWER          

0   

            10      SHARED DISPOSITIVE POWER

      72,629,552

11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       

72,629,552                                                  

   12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                             |_|

13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                 

28.2%                                                       

14     TYPE OF REPORTING PERSON*                                          

CO                                                          

*SEE INSTRUCTIONS BEFORE FILLING OUT! 

SC 13D/A 3rd “Page” of 10 TOC 1st Previous Next ↓Bottom Just 3rd
SCHEDULE 13D
CUSIP No. 278865100                                                             

1     NAME OF REPORTING PERSON                                          
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON           

Henkel Corporation                                          

  2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*           (a)  |_|
                                                                    (b)  |_|

3                                                                       

4     SOURCE OF FUNDS*                                                  

AF, WC                                                      

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED          
        PURSUANT TO ITEMS 2(d) or 2(e)                                   |_|

6     CITIZENSHIP OR PLACE OF ORGANIZATION                              

Delaware                                                    

     7       SOLE VOTING POWER

0   

NUMBER OF SHARES          8       SHARED VOTING POWER                   
BENEFICIALLY OWNED BY                                                         
EACH REPORTING                   29,333,328                           
PERSON                                                        
WITH                9       SOLE DISPOSITIVE POWER          

0   

            10      SHARED DISPOSITIVE POWER

      29,333,328

11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       

29,333,328                                                  

   12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                             |_|

13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                 

11.4%                                                       

14     TYPE OF REPORTING PERSON*                                          

CO                                                          

*SEE INSTRUCTIONS BEFORE FILLING OUT! 

SC 13D/A 4th “Page” of 10 TOC 1st Previous Next ↓Bottom Just 4th
CUSIP No. 278865100                                                             

1     NAME OF REPORTING PERSON                                          
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON           

Henkel Chemie Verwaltungsgesellschaft mbH                     

  2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*           (a)  |_|
                                                                    (b)  |_|

3                                                                       

4     SOURCE OF FUNDS*                                                  

AF, WC                                                      

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED          
        PURSUANT TO ITEMS 2(d) or 2(e)                                   |_|

6     CITIZENSHIP OR PLACE OF ORGANIZATION                              

Germany                                                     

     7       SOLE VOTING POWER

0   

NUMBER OF SHARES          8       SHARED VOTING POWER                   
BENEFICIALLY OWNED BY                                                         
EACH REPORTING                   43,359,224                           
PERSON                                                        
WITH                9       SOLE DISPOSITIVE POWER          

0   

            10      SHARED DISPOSITIVE POWER

      43,359,224

11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       

43,359,224                                                  

   12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                             |_|

13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                 

16.8%                                                       

14     TYPE OF REPORTING PERSON*                                          

CO                                                          

*SEE INSTRUCTIONS BEFORE FILLING OUT! 

SC 13D/A 5th “Page” of 10 TOC 1st Previous Next ↓Bottom Just 5th
       This Amendment No. 12 (this "Amendment") amends and
supplements the Schedule 13D filed on December 20, 1989, as previously amended  
(the "Schedule 13D"), of Henkel KGaA ("KGaA" and, together with its affiliates, 
"The Henkel Group") and HC Investments, Inc. ("HCI"), with respect to the Common
Stock, par value $1.00 per share ("Common Stock"), of Ecolab Inc. ("Ecolab" or  
the "Company"). All capitalized terms used in this Amendment and not otherwise  
defined herein have the meanings ascribed to such terms in the Schedule 13D.    

Item 2.           Identity and Background.                                      

               The Schedule 13D is now filed also by Henkel Corporation, a
Delaware corporation. The principal executive offices of Henkel Corporation are 
located at 2200 Renaissance Boulevard, The Triad, Suite 200, Gulph Mills,       
Pennsylvania 19406. Henkel Corporation is an operating company, the principal   
business of which is directly and indirectly conducting the home care products, 
personal care products and adhesives, sealants and surface treatments businesses
of The Henkel Group in the United States. Henkel Corporation is also the        
successor by merger to HCI, one of the previous filing parties to the Schedule  
13D and then a wholly-owned subsidiary of Henkel Corporation. HCI was merged    
with and into Henkel Corporation on December 15, 2004. All of the outstanding   
shares of capital stock of Henkel Corporation are owned by KGaA or its          
subsidiaries, the majority of which is held by Henkel of America, Inc.          

           Henkel of America, Inc. is a Delaware corporation and a
direct, wholly-owned subsidiary of KGaA. The principal executive offices of     
Henkel of America, Inc. are located at 2200 Renaissance Boulevard, The Triad,   
Suite 200, Gulph Mills, Pennsylvania 19406. Henkel of America, Inc. is a holding
company.                                                                        

            The names, addresses, occupations and citizenship of the
executive officers and members of the board of directors, or equivalent body, of
each of KGaA, Henkel Corporation and Chemie are set forth in Schedule I hereto. 
None of KGaA, Henkel U.S., Chemie or, to the best of their knowledge, Henkel of 
America, Inc. or any of the persons listed on Schedule I hereto has, during the 
last five years, been convicted in a criminal proceeding (excluding traffic     
violations or similar misdemeanors) or been a party to a civil proceeding of a  
judicial or administrative body of competent jurisdiction and as a result of    
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to federal 
or state securities laws or finding any violation with respect to such laws.    

Item 4.           Purpose of Transaction.                                       

               As noted above, effective December 15, 2004, HCI was merged
with and into Henkel Corporation, and the 29,333,328 shares of Common Stock     
previously held by HCI became direct assets held by Henkel Corporation. The     
merger was effected for internal organizational purposes of the The Henkel      
Group. There was no change to the plans or intentions of KGaA and its respective
subsidiaries with respect to Ecolab, and no other change occurred in the        
relationship of any member of The Henkel Group with Ecolab.                     

                 In connection with the merger, Henkel Corporation executed an
Agreement to be Bound, dated as of December 15, 2004, in which it agreed to be  
bound by the Amended Stockholder's Agreement.                                   

               KGaA intends to continue to review its investment in Common
Stock from time to time and, depending upon certain factors, including without  
limitation the financial performance of Ecolab, the availability and price of   
shares of Common Stock on the open market, KGaA's overall relationship with     
Ecolab, and other general market and investment conditions, KGaA may determine  
either to acquire through open market purchases or otherwise additional shares  
of Common Stock, or, based upon such factors, to sell shares of Common Stock,   
from time to time, in each case to the extent permitted under the Amended       
Stockholder's Agreement and applicable law.                                     

       Except as set forth herein, KGaA, Chemie and Henkel
Corporation have no current plans or proposals that relate to or would result in
any of the actions or events enumerated in clauses (a) through (j) of Item 4 of 
Schedule 13D, as promulgated by the Securities and Exchange Commission.         

Item 5.           Interest in Securities of the Issuer.                         

                (a)-(b) At the date hereof, in the aggregate, the 72,629,552
shares of Common Stock owned by KGaA, Henkel Corporation and Chemie represent   
approximately 28.2% of the 257,706,764 shares of Common Stock reported by Ecolab
in its Quarterly Report on Form 10-Q to be outstanding as of October 31, 2004.  

                Of that total, Henkel Corporation directly beneficially owns
29,333,328 shares of Common Stock (approximately 11.4% of such total). Henkel   
Corporation and, by virtue of its indirect control of Henkel Corporation, KGaA  
share the power to vote and the power to dispose of these shares of Common Stock
(subject to the provisions of the Amended Stockholder's Agreement).             

              Chemie directly beneficially owns the remaining 43,359,224
shares of Common Stock (approximately 16.8% of such total). Chemie and, by      
virtue of its direct control of Chemie, KGaA share the power to vote and the    
power to dispose of these shares of Common Stock (subject to the provisions of  
the Amended Stockholder's Agreement).                                           

                 (c) Except for the merger of Henkel Corporation with HCI that
resulted in Henkel Corporation's acquisition of direct ownership of Common Stock
as described herein, no transactions in shares of Common Stock were effected    
during the past 60 days by Chemie, Henkel Corporation or KGaA, or, to the best  
of their knowledge, by Henkel of America, Inc. or any of the other persons      
listed on Schedule I.                                                           

Item 6.           Contracts, Arrangements, Understandings or                    
           Relationships with Respect to Securities of the Issuer.

                  As noted above, Henkel Corporation executed an Agreement to be
Bound in which it agreed to be bound by the Amended Stockholder's Agreement. A  
copy of the Agreement to be Bound is attached as Exhibit 23 to this Amendment   
and is incorporated herein by reference.                                        

Item 7.           Material to be Filed as Exhibits.                             

Exhibit 23        Agreement to be Bound by Henkel Corporation dated as of       
December 15, 2004.                          

SC 13D/A 6th “Page” of 10 TOC 1st Previous Next ↓Bottom Just 6th
 Signature

                 After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,    
complete and correct.                                                           

Dated:  January 31, 2005                                                        
         Henkel KGaA

                       By: /s/ Thomas Gerd Kuehn
                           ---------------------
                       Thomas Gerd Kuehn
                               Associate General Counsel

                   By: /s/ Heinz Nicolas
                       -----------------
                   Heinz Nicolas
                              Senior Corporate Counsel

                Henkel Corporation

                     By: /s/ John E. Knudson
                         -------------------
                     John E. Knudson
                                       President and Chief Financial and
                            Administrative Officer

                                       Henkel Chemie Verwaltungsgesellschaft mbH

                       By: /s/ Thomas Gerd Kuehn
                           ---------------------
                       Thomas Gerd Kuehn
                     General Manager

                        By: /s/ Michael J. Schmitt
                            ----------------------
                        Michael J. Schmitt
                  Proxy Holder

SC 13D/A 7th “Page” of 10 TOC 1st Previous Next ↓Bottom Just 7th
 Exhibit Index

                                                        [Enlarge/Download Table]

                                                                                      
Exhibit 1   Stock Purchase Agreement by and among HC Investments, Inc., Henkel     (i)
            KGaA and Ecolab Inc. dated as of December 11, 1989                        

Exhibit 2   Amendment No. 1 to Stock Purchase Agreement by and among HC            (i)
            Investments, Inc., Henkel KGaA and Ecolab Inc. dated as of                
            December 11, 1989                                                         

Exhibit 3   Confidentiality Agreement between Henkel KGaA and Ecolab Inc.          (i)
            dated November 13, 1989                                                   

Exhibit 4   Press Release issued by Ecolab Inc. and Henkel KGaA on December        (i)
            11, 1989                                                                  

Exhibit 5   Amendment No. 2 to Stock Purchase Agreement by and among HC           (ii)
            Investments, Inc., Henkel KGaA and Ecolab Inc. dated as of                
            September 11, 1990                                                        

Exhibit 6   Umbrella Agreement by and between Henkel KGaA and Ecolab Inc.         (ii)
            dated as of September 11, 1990                                            

Exhibit 7   Joint Venture Agreement by and between Henkel KGaA and Ecolab Inc.    (ii)
            dated as of September 11, 1990                                            

Exhibit 8   Stockholder's Agreement between Henkel KGaA and Ecolab Inc. dated     (ii)
            as of September 11, 1990                                                  

Exhibit 9   Amendment No. 3 to Stock Purchase Agreement by and among HC          (iii)
            Investments, Inc., Henkel KGaA and Ecolab Inc. dated as of March          
            8, 1991                                                                   

Exhibit 10  First Amendment to the Umbrella Agreement by and between Henkel      (iii)
            KGaA and Ecolab Inc. dated as of March 8, 1991                            

Exhibit 11  First Amendment to the Joint Venture Agreement by and between        (iii)
            Henkel KGaA and Ecolab Inc. dated as of March 8, 1991                     

Exhibit 12  First Amendment to the Stockholder's Agreement between Henkel KGaA   (iii)
            and Ecolab Inc. dated as of March 8, 1991                                 

Exhibit 13  Amended and Restated Umbrella Agreement by and between Henkel KGaA    (iv)
            and Ecolab Inc. dated as of June 26, 1991                                 

Exhibit 14  Amended and Restated Joint Venture Agreement by and between Henkel    (iv)
            KGaA and Ecolab Inc. dated as of June 26, 1991                            

Exhibit 15  Amended and Restated Stockholder's Agreement between Henkel KGaA      (iv)
            and Ecolab Inc. dated as of June 26, 1991                                 

Exhibit 16  Press Release issued by Ecolab Inc. and Henkel KGaA on July 11,       (iv)
            1991                                                                      

Exhibit 17  Amendment No. 1 to Amended and Restated Stockholder's Agreement        (v)
            between Henkel KGaA and Ecolab Inc. dated as of June 30, 2000             

Exhibit 18  Master Agreement, dated as of December 7, 2000, between Ecolab         (v)
            Inc. and Henkel KGaA                                                      

Exhibit 19  Form of Amended Stockholder's Agreement                                (v)

Exhibit 20  Purchases of Common Stock from December 14, 2000 through October      (vi)
            5, 2001                                                                   

Exhibit 21  Purchases of Common Stock from October 9, 2001 through November      (vii)
            23, 2001                                                                  

Exhibit 22  Agreement to be Bound by Chemie dated as of December 31, 2002       (viii)

Exhibit 23  Agreement to be Bound by Henkel Corporation dated as of December        23
            15, 2004                                                                  

(i)    Previously filed as an Exhibit to the Schedule 13D on December 20, 1989. 

(ii)   Previously filed as an Exhibit to Amendment No. 2 to the Schedule 13D on 
September 17, 1990.                                               

(iii)  Previously filed as an Exhibit to Amendment No. 3 to the Schedule 13D on 
March 15, 1991.                                                   

(iv)   Previously filed as an Exhibit to Amendment No. 4 to the Schedule 13D on 
July 16, 1991.                                                    

(v)    Previously filed as an Exhibit to Amendment No. 5 to the Schedule 13D on 
December 15, 2000.                                                

(vi)   Previously filed as an Exhibit to Amendment No. 6 to the Schedule 13D on 
October 9, 2001.                                                  

(vii)  Previously filed as an Exhibit to Amendment No. 7 to the Schedule 13D on 
November 26, 2001.                                                

(viii) Previously filed as an Exhibit to Amendment No. 9 to the Schedule 13D on 
January 8, 2003.                                                  

SC 13D/A 8th “Page” of 10 TOC 1st Previous Next ↓Bottom Just 8th
                                                                      Schedule I

Officers and Directors of Henkel Corporation

     The following table sets forth the name, business address, position
with Henkel Corporation and present principal occupation of each director and   
executive officer of Henkel Corporation. Except as set out below, each          
individual listed below is a citizen of the United States.                      

                              Position with Henkel Corporation and Present
Name and Address                      Principal Occupation or Employment        

Prof. Dr. Ulrich Lehner          Chairman of the Board of Henkel Corporation;   
Henkelstrasse 67                 President and Chief Executive Officer and      
40191 Dusseldorf                 Chairman of the Board of Management of KGaA    
Germany                                                                         
Citizen of Germany                                                              

Mr. Ramon Bacardit Cabado        Director of Henkel Corporation; Corporate Vice 
Henkelstrasse 67                 President of KGaA (Operations/Research         
40191 Dusseldorf                 Technologies)                                  
Germany                                                                         
Citizen of Spain                                                                

Ms. Ursula Fairchild             Director of Henkel Corporation; Photographer   
Henkel Corporation                                                              
The Triad, Suite 200                                                            
2200 Renaissance Boulevard                                                      
Gulph Mills, PA  19406                                                          
Citizen of Germany                                                              

Mr. Jean Fayolle                 Director of Henkel Corporation; Corporate Vice 
Henkelstrasse 67                 President of KGaA (Industrial Division         
40191 Dusseldorf                 Technologies)                                  
Germany                                                                         
Citizen of France                                                               

Mr. Heinrich Grun                Director of Henkel Corporation; Corporate Vice 
Henkelstrasse 67                 President of KGaA (Transportation/Electronics  
40191 Dusseldorf                 Technologies)                                  
Germany                                                                         
Citizen of Germany                                                              

Mr. Christoph Henkel             Director of Henkel Corporation; Private        
Henkelstrasse 67                 Investor; Vice Chairman of the Shareholders'   
40191 Dusseldorf                 Committee of KGaA                              
Germany                                                                         
Citizen of Germany                                                              

Mr. John E. Knudson              Director, President and Chief Financial and    
Henkel Corporation               Administrative Officer of Henkel Corporation   
The Triad, Suite 200                                                            
2200 Renaissance Boulevard                                                      
Gulph Mills, PA  19406                                                          

Mr. Alois Linder                 Director of Henkel Corporation; Executive Vice 
Henkelstrasse 67                 President-Consumer and Craftsmen Adhesives     
40191 Dusseldorf                 of KGaA                                        
Germany                                                                         
Citizen of Austria                                                              

Mr. Dirk-Stephan Koedijk         Director of Henkel Corporation; Corporate Vice 
Henkelstrasse 67                 President of KGaA (Human Resources Management) 
40191 Dusseldorf                                                                
Germany                                                                         
Citizen of The Netherlands                                                      

Dr. Lothar Steinebach            Director of Henkel Corporation; Chief Financial
Henkelstrasse 67                 Officer and General Counsel of KGaA            
40191 Dusseldorf                                                                
Germany                                                                         
Citizen of Germany                                                              

Prof. Dr. Uwe Specht             Director of Henkel Corporation; Executive Vice 
Henkelstrasse 67                 President-Cosmetics/Toiletries of KGaA         
40191 Dusseldorf                                                                
Germany                                                                         
Citizen of Germany                                                              

Mr. Hans van Bylen               Director of Henkel Corporation; Corporate Vice 
Henkelstrasse 67                 President of KGaA (Haircare/Cosmetics)         
40191 Dusseldorf                                                                
Germany                                                                         
Citizen of Belgium                                                              

Mr. Kenneth R. Pina              Senior Vice President, Chief Legal Officer and 
Henkel Corporation               Secretary of Henkel Corporation                
The Triad, Suite 200                                                            
2200 Renaissance Boulevard                                                      
Gulph Mills, PA  19406                                                          

Mr. James E. Ripka               Vice President, Tax and Treasurer of Henkel    
Henkel Corporation               Corporation                                    
The Triad, Suite 200                                                            
2200 Renaissance Boulevard                                                      
Gulph Mills, PA  19406                                                          

Mr. William B. Read              Senior Vice President, Human Resources of      
Henkel Corporation               Henkel Corporation                             
The Triad, Suite 200                                                            
2200 Renaissance Boulevard                                                      
Gulph Mills, PA  19406                                                          

Mr. Raymond Alfisi               Vice President, Information Technology of      
Henkel Corporation               Henkel Corporation                             
The Triad, Suite 200                                                            
2200 Renaissance Boulevard                                                      
Gulph Mills, PA  19406                                                          

Mr. Jeffrey C. Piccolomini       Vice President, Finance of Henkel Corporation  
Henkel Corporation                                                              
The Triad, Suite 200                                                            
2200 Renaissance Boulevard                                                      
Gulph Mills, PA  19406                                                          

Mr. Daniel J. Corcoran           Assistant Treasurer of Henkel Corporation      
Henkel Corporation                                                              
The Triad, Suite 200                                                            
2200 Renaissance Boulevard                                                      
Gulph Mills, PA  19406                                                          

Mr. Gregory Gaglione             Assistant Secretary of Henkel Corporation      
Henkel Corporation                                                              
The Triad, Suite 200                                                            
2200 Renaissance Boulevard                                                      
Gulph Mills, PA  19406                                                          

Ms. Christel Emerson             Assistant Secretary of Henkel Corporation      
Henkel Corporation                                                              
The Triad, Suite 200                                                            
2200 Renaissance Boulevard                                                      
Gulph Mills, PA  19406                                                          

Mr. Stephen D. Harper            Assistant Secretary of Henkel Corporation      
Henkel Corporation                                                              
The Triad, Suite 200                                                            
2200 Renaissance Boulevard                                                      
Gulph Mills, PA  19406                                                          

Mr. Thomas H. Parr               President, Schwarzkopf & Henkel Division of    
Henkel  Corporation              Henkel Corporation                             
The Triad, Suite 200                                                            
2200 Renaissance Boulevard                                                      
Gulph Mills, PA  19406                                                          

Mr. Julian Colquitt              President, Henkel Structural and Packaging     
Henkel Corporation               Adhesives Division of Henkel Corporation       
1001 Trout Brook Crossing                                                       
Rocky Hill, CT 06067                                                            

Mr. John M. Kahl                 Chief Executive Officer, Henkel Consumer       
32150 Just Imagine Drive         Adhesives, Inc.                                
Avon, Ohio 44011-1355                                                           

Mr. Gerald E. Kohlsmith          President, Henkel Surface Technologies Division
Henkel Corporation               of Henkel Corporation                          
The Triad, Suite 200                                                            
2200 Renaissance Boulevard                                                      
Gulph Mills, PA  19406                                                          

SC 13D/A 9th “Page” of 10 TOC 1st Previous Next ↓Bottom Just 9th
 Officers and Directors of Henkel KGaA

      The following table sets forth the name, business address (except as
noted), and position with KGaA and present principal occupation of each         
director, executive officer and controlling person of KGaA. Each individual     
listed below is a citizen of Germany, except Mr. Linder and Dr. Morwind, who are
citizens of the Republic of Austria, and Mr. Vuursteen, who is a citizen of The 
Netherlands.                                                                    

Name and Address                           Present Principal Occupation or      
                                        Employment
Supervisory Board:                                                              

Mr. Albrecht Woeste                        Owner of R. Woeste GmbH & Co. KG and 
Henkelstrasse 67                           Chairman of the Supervisory Board and
40191 Dusseldorf                           Chairman of the Shareholders'        
Germany                                    Committee of KGaA                    

Mr. Winfried Zander                        Vice Chairman of the Supervisory     
Henkelstrasse 67                           Board and Chairman of the Works      
40191 Dusseldorf                           Council of KGaA                      
Germany                                                                         

Dr. Simone Bagel-Trah                      Private Investor                     
Rheinallee 103                                                                  
40545 Dusseldorf                                                                
Germany                                                                         

Mr. Hans Dietrichs                         Chairman of the Works Council of     
Ziegeleistrasse 56                         Henkel Genthin GmbH                  
39307 Genthin                                                                   
Germany                                                                         

Mr. Benedikt-Joachim Freiherr von Herman   Forester                             
Obere Dorfstrasse 1                                                             
88489 Wain                                                                      
Germany                                                                         

Mr. Bernd Hinz                             Vice Chairman of the Works Council   
Rheinstrasse 48                            of KGaA                              
51371 Leverkusen                                                                
Germany                                                                         

Prof. Dr. Dr. h.c. Heribert Meffert        Professor at the University of       
Potstiege 56                               Munster and Former Director of the   
48161 Munster                              Institute for Marketing; Chairman of 
Germany                                    the Executive Board of the           
                            Bertelsmann Foundation

Mrs. Andrea Pichottka                      Head of Organization/Marketing       
Konigsworther Platz 6                      Department of IG Bergbau, Chemie,    
30167 Hannover                             Energie (German Mining, Chemicals and
Germany                                    Energy Trade Union)                  

Prof. Dr. Dr. h.c. Heinz Riesenhuber       Former Federal Minister for Research 
Bundesforschungsminister a.D.              and Technology                       
Deutscher Bundestag                                                             
Platz der Republik 1                                                            
11011 Berlin                                                                    
Germany                                                                         

Mr. Heinrich Thorbecke                     Private Investor                     
Wolfgangweg 17                                                                  
CH-9014 St. Gallen                                                              
Switzerland                                                                     

Mr. Michael Vassiliadis                    Member of the Executive Committee of 
Konigsworther Platz 6                      IG Bergbau, Chemie, Energie (German  
30167 Hannover                             Mining, Chemicals and Energy Trade   
Germany                                    Union)                               

Mr. Bernhard Walter                        Former Chairman of the Board of      
60301 Frankfurt                            Managing Directors of  Dresdner      
Germany                                    Bank AG                              

Mrs. Brigitte Weber                        Member of the Works Council of KGaA  
Pestalozzistrasse 12                                                            
40764 Langenfeld                                                                
Germany                                                                         

Mr. Werner Wenning                         Chairman of the Executive Board of   
51368 Leverkusen                           Bayer AG                             
Germany                                                                         

Dr. Anneliese Wilsch-Irrgang               Chairman of the Management Personnel 
Flotowstrasse 2a                           Representatives of KGaA              
40593 Dusseldorf                                                                
Germany                                                                         

Mr. Rolf Zimmermann                        Member of the Works Council of KGaA  
Halbuschstrasse 122                                                             
40591 Dusseldorf                                                                
Germany                                                                         

Board of Management:                                                            

Prof. Dr. Ulrich Lehner                    President and Chief Executive Officer
Henkelstrasse 67                           and Chairman of the Board of         
40191 Dusseldorf                           Management of KGaA                   
Germany                                                                         

Dr. Jochen Krautter                        Executive Vice President-Technologies
Henkelstrasse 67                           of KGaA                              
40191 Dusseldorf                                                                
Germany                                                                         

Mr. Alois Linder                           Executive Vice President-Consumer and
Henkelstrasse 67                           Craftsmen Adhesives of KGaA          
40191 Dusseldorf                                                                
Germany                                                                         

Dr. Klaus Morwind                          Executive Vice President-Laundry &   
Henkelstrasse 67                           Home Care of KGaA                    
40191 Dusseldorf                                                                
Germany                                                                         

Prof. Dr. Uwe Specht                       Executive Vice President- Cosmetics/ 
Henkelstrasse 67                           Toiletries of KGaA                   
40191 Dusseldorf                                                                
Germany                                                                         

Dr. Lothar Steinebach                      Chief Financial Officer and General  
Henkelstrasse 67                           Counsel of KGaA                      
40191 Dusseldorf                                                                
Germany                                                                         

Mr. Knut Weinke                            Executive Vice President-Human       
Henkelstrasse 67                           Resources/Logistics of KGaA          
40191 Dusseldorf                                                                
Germany                                                                         

Shareholders' Committee:                                                        

Mr. Albrecht Woeste                        Owner of R. Woeste GmbH & Co. KG and 
Henkelstrasse 67                           Chairman of the Supervisory Board and
40191 Dusseldorf                           Chairman of the Shareholders'        
Germany                                    Committee of KGaA                    

Dr. Paul Achleitner                        Member of the Board of Allianz AG    
Konigsstrasse 28                                                                
80802 Munchen                                                                   
Germany                                                                         

Mr. Stefan Hamelmann                       Vice Chairman of the Shareholders'   
Hebbelstrasse 13                           Committee of KGaA; Private Investor  
40237 Dusseldorf                                                                
Germany                                                                         

Dr. h.c. Ulrich Hartmann                   Former President and Chief Executive 
Bennigsenplatz 1                           Officer of E.ON AG                   
40474 Dusseldorf                                                                
Germany                                                                         

Christoph Henkel                           Independent Entrepreneur and Business
Henkelstrasse 67                           Executive; ViceChairman of the       
40191 Dusseldorf                           Shareholders' Committee of KGaA      
Germany                                                                         

Mr. Burkhard Schmidt                       Managing Director of Jahr Holding    
Stubbenhuk 7                               GmbH & Co KG                         
20459 Hamburg                                                                   
Germany                                                                         

Mr. Konstantin von Unger                   Founding Partner, Blue Corporate     
45 Holland Park                            Finance                              
London W11 3RP                                                                  
England                                                                         

Mr. Karel Vuursteen                        Former Chairman of the Board of      
Dijsselhofplantsoen 10                     Management of Heineken Holding N.V.  
NL-1077 BL Amsterdam                                                            
The Netherlands                                                                 

Dr. Hans-Dietrich Winkhaus                 Former President and Chief Executive 
Henkelstrasse 67                           Officer of KGaA                      
40191 Dusseldorf                                                                
Germany                                                                         

SC 13D/A Last “Page” of 10 TOC 1st Previous Next ↓Bottom Just 10th
 Officers and Directors of Henkel Chemie Verwaltungsgesellschaft mbH

         The following table sets forth the name, business address, and position
with Chemie and present principal occupation of each director, executive officer
and controlling person of Chemie. Each individual listed below is a citizen of  
Germany.                                                                        

Name and Address                 Present Principal Occupation or Employment     

Thomas Gerd Kuehn                Associate General Counsel of KGaA; General     
Henkelstrasse 67                 Manager of Chemie                              
40191 Dusseldorf                                                                
Germany                                                                         

Dr. Matthias Schmidt             Vice President, Accounting of KGaA; General    
Henkelstrasse 67                 Manager of Chemie                              
40191 Dusseldorf                                                                
Germany                                                                         

Dr. Michael J. Schmitt           Corporate Counsel of KGaA; Proxy Holder of     
Henkelstrasse 67                 Chemie                                         
40191 Dusseldorf                                                                
Germany

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D/A’ Filing	Date	First	Last	Other Filings

Filed on:	2/1/05
	1/31/05	6
	12/15/04	1	5	3, 8-K
	10/31/04	5
	1/8/03	7
	12/31/02	7		10-K, 11-K, 3, 4
	11/26/01	7		8-K, SC 13D/A
	10/9/01	7		SC 13D/A
	12/15/00	7		SC 13D/A
	12/14/00	7
	12/7/00	7		8-K
	6/30/00	7		10-Q
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Filing Submission 0000903423-05-000069 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Henkel Kgaa/New – ‘SC 13D/A’ on 2/1/05 re: Ecolab Inc

On: Tuesday, 2/1/05, at 2:11pm ET · Accession #: 903423-5-69 · File #: 5-30248

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Amendment to General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

SC 13D/A — Amendment to General Statement of Beneficial OwnershipDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

SC 13D/A — Amendment to General Statement of Beneficial Ownership
Document Table of Contents