Ecolab Inc – ‘DEFS14A’ for 10/22/97

As of:  Wednesday, 9/17/97   ·   For:  10/22/97   ·   Accession #:  912057-97-30969   ·   File #:  1-09328

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Definitive Proxy Solicitation Material — Special Meeting   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFS14A     Definitive Proxy Solicitation Material -- Special     14     57K 
                          Meeting                                                

Document Table of Contents

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.    ) 

Filed by the Registrant / /                                             
Filed by a party other than the Registrant /X/                          

Check the appropriate box:                                              
/ /  Preliminary Proxy Statement                                        
/ /  Confidential, for Use of the Commission Only (as permitted by Rule 
14a-6(e)(2))                                                  
/X/  Definitive Proxy Statement                                         
/ /  Definitive Additional Materials                                    
/ /  Soliciting Material Pursuant to Section 240.14a-11(c) or Section   
240.14a-12                                                    

ECOLAB INC.       
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

Merrill Corporation         
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              

/X/  No fee required                                                            

/ /  Fee computed on table below per Exchange Act Rules 14a-6(i)(1)             
and 0-11                                                              

(1) Title of each class of securities to which transaction applies:     

        ------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:        

        ------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed    
     pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):      

        ------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:                    

        ------------------------------------------------------------------------
(5) Total fee paid:                                                     

        ------------------------------------------------------------------------

/ / Fee paid previously with preliminary materials.                             

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule 
0-11(a)(2) and identify the filing for which the offsetting fee was paid
  previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.                     

(1) Amount Previously Paid:                                             

        ------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:                       

        ------------------------------------------------------------------------
(3) Filing Party:                                                       

        ------------------------------------------------------------------------
(4) Date Filed:                                                         

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[LOGO]                                                                    
                                                                     ECOLAB INC.
--------------------------------------------------------------------------------
Ecolab Center                                                                   
370 N. Wabasha Street                                                           
St. Paul, Minnesota 55102                                                       
612/293-2233                                                                    

                                                              September 19, 1997

DEAR FELLOW STOCKHOLDER:                                                        

Your Board of Directors has called a Special Meeting of Stockholders, to be held
at 9:00 a.m. on Wednesday, October 22, 1997, at Ecolab Center, 370 N. Wabasha   
Street, St. Paul, Minnesota 55102. The sole purpose of the meeting is to approve
an increase in Ecolab's authorized Common Stock as more fully described in the  
Notice of the Special Meeting and the Proxy Statement that follow. We urge you  
to read both carefully.                                                         

If you will not be able to attend the meeting, we encourage you to exercise your
right as a stockholder and vote. Please sign, date and promptly return the      
accompanying proxy card using the enclosed self-addressed envelope.             

Sincerely,                                                                      

[SIGNATURE]                               [SIGNATURE]                           
Allan L. Schuman                          Michael E. Shannon                    
President and Chief Executive Officer     Chairman of the Board                 

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE AND RETURN  THE         
ACCOMPANYING PROXY AS SOON AS POSSIBLE. 

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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS 
TO BE HELD OCTOBER 22, 1997 

TO THE STOCKHOLDERS OF ECOLAB INC.:                                             

A Special Meeting of Stockholders of Ecolab Inc. will be held on Wednesday,     
October 22, 1997, at 9:00 a.m. at Ecolab Center, 370 N. Wabasha Street, St.     
Paul, Minnesota 55102, to consider and take action upon a proposal to amend and 
restate the Company's Restated Certificate of Incorporation to increase the     
authorized Common Stock of the Company from the current 100,000,000 shares to   
200,000,000 shares as more fully explained in the Proxy Statement.              

The Board of Directors has fixed the close of business on September 2, 1997, as 
the record date for the determination of stockholders entitled to notice of and 
to vote at the meeting.                                                         

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK, DATE AND SIGN THE   
ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. IF YOU      
ATTEND THE MEETING, YOU MAY VOTE YOUR SHARES IN PERSON EVEN THOUGH YOU HAVE     
PREVIOUSLY SIGNED AND RETURNED YOUR PROXY.                                      

                                      By Order of the Board of Directors

                       KENNETH A. IVERSON,
                                Vice President and Secretary

September 19, 1997                                                              

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ECOLAB INC. 
Ecolab Center, 370 N. Wabasha Street, St. Paul, Minnesota 55102 

PROXY STATEMENT 
SPECIAL MEETING OF STOCKHOLDERS 
OCTOBER 22, 1997

This Proxy Statement, which is first being mailed to stockholders on or about   
September 19, 1997, is furnished in connection with the solicitation of proxies 
on behalf of the Board of Directors of Ecolab Inc., a Delaware corporation      
(hereinafter called the "Company"), from holders of Common Stock of the Company,
to be voted at a Special Meeting of Stockholders to be held at 9:00 a.m. on     
Wednesday, October 22, 1997, and at any adjournment thereof.                    

Holders of Common Stock of record at the close of business on September 2, 1997,
will be entitled to vote at the meeting and any adjournment thereof. At that    
time, the Company had outstanding and entitled to vote 64,722,914 shares of     
Common Stock. Each of such shares is entitled to one vote on each matter        
presented at the meeting. The presence at the meeting, in person or by proxy, of
the holders of a majority of the issued and outstanding shares of Common Stock  
entitled to vote, is required for a quorum for the transaction of business.     
Shares represented by a proxy with instructions to abstain and any shares       
represented by a limited proxy (i.e., a broker non-vote) will be counted in     
determining whether a quorum is present.                                        

If the stockholder is a participant in the Company's Dividend Reinvestment Plan 
or a non-objecting beneficial owner participant in the Company's Employee Stock 
Purchase Plan, the proxy represents the number of shares held on account of the 
participant in those plans as well as shares held of record by the participant. 
With respect to participants and beneficiaries of the Company's defined         
contribution 401(k) Savings Plan, the proxy also serves as the voting           
instruction card to the plan trustee and represents the stockholder's           
proportional interest in shares of Common Stock beneficially held by the        
trustee.                                                                        

Proxies in proper form received by the time of the meeting will be voted as     
specified. A stockholder giving a proxy may revoke it at any time before it is  
exercised by submitting a written revocation, a subsequently dated proxy, or by 
attending the meeting and voting in person.                                     

The Company will bear the cost of the preparation and solicitation of proxies,  
including the charges and expenses of brokerage firms, banks or other nominees  
for forwarding proxy material to beneficial owners. In addition to solicitation 
by mail, proxies may be solicited by telephone, telegraph or personally. The    
Company has retained Georgeson & Company Inc., Wall Street Plaza, New York, NY  
10005, to aid in the solicitation of proxies for a fee of $8,000 plus expenses. 
Proxies may also be solicited by certain directors, officers and employees of   
the Company without extra compensation.                                         

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 

The following table sets forth information as to entities which have reported to
the Securities and Exchange Commission ("SEC") or have advised the Company that 
they are a "beneficial owner," as defined by the SEC rules and regulations, of  
more than five percent of the Company's outstanding Common Stock.               

                                                                [Download Table]

                                           AMOUNT AND               
                                           NATURE OF                
                  NAME AND ADDRESS         BENEFICIAL    PERCENT OF 
   CLASS        OF BENEFICIAL OWNER        OWNERSHIP      CLASS(1)  
                                                                    

Common                      Henkel KGaA    8,137,056(2)        12.6%
                       Henkelstrasse 67                             
                          Postfach 1100                             
                     40191 Dsseldorf 13                             
                                Germany                             
Common             HC Investments, Inc.    7,333,332(3)        11.3%
               1105 North Market Street                             
                             Suite 1300                             
                   Wilmington, DE 19899                             


(1)  The percent of class is based on the number of voting shares outstanding as
of September 2, 1997.                                                   

(2)  Henkel KGaA is a partnership limited by shares organized under the laws of 
 Germany. The Company understands that the majority of the voting stock of
   Henkel KGaA is controlled by members of the Henkel family. Voting shares of
 the Company beneficially owned by Henkel KGaA are subject to an agreement
  containing certain restrictions pertaining to, among other things, maximum
shareholding, transfer and voting rights. For a description of the      
agreement, see the information found at page 4 hereof under the heading 
"Stockholder Agreement."                                                

(3)  HC Investments, Inc., a Delaware corporation, is an indirect, wholly-owned 
  subsidiary of Henkel KGaA. Voting shares of the Company beneficially owned
   by HC Investments, Inc. are bound by the terms of the agreement between the
Company and Henkel KGaA, as described at page 4 hereof.                 

SECURITY OWNERSHIP OF MANAGEMENT

In general, "beneficial ownership" includes those shares of Common Stock which a
director or officer has the power to vote or transfer, as well as stock options 
that are exercisable currently or within 60 days. On September 2, 1997, the     
executive officers and directors of the Company owned, in the aggregate,        
1,708,109 shares of Common Stock which is approximately 2.6 percent of shares   
outstanding. The detail of beneficial ownership is set forth in the following   
table. No individual executive officer or director beneficially owned in excess 
of one percent of the outstanding stock.                                        

Non-employee directors also have interests in stock units under the Company's   
1997 Non-Employee Director Deferred Compensation Plan which was approved by the 
Stockholders in May, 1997. The stock units are Common Stock equivalents and will
be paid in the form of Common Stock when a                                      

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director leaves the Board. Although the stock units may not be voted or         
transferred, they are shown in the table below because they represent part of   
the total economic interest of the directors in Company stock.                  

                                                                [Download Table]

                                  AMOUNT AND NATURE OF                         
     NAME OF BENEFICIAL OWNER     BENEFICIAL OWNERSHIP    STOCK UNITS   TOTAL  
                                                                               

Allan L. Schuman                           468,932(1)(2)             0  468,932
Michael E. Shannon                      346,158(1)(2)(3)             0  346,158
John P. Spooner                             51,507(1)(2)             0   51,507
Gerald K. Carlson                          183,127(1)(2)             0  183,127
James L. McCarty                            52,683(1)(2)             0   52,683
Leslie S. Biller*                                  5,000            22    5,022
Ruth S. Block*                                 14,131(2)         3,851   17,982
James J. Howard*                               12,556(2)         1,777   14,333
Joel W. Johnson*                                2,579(2)           475    3,054
Jerry W. Levin*                                10,416(2)           977   11,393
Reuben F. Richards*                            14,956(2)         4,527   19,483
Richard L. Schall*                             16,956(2)         7,377   24,333
Roland Schulz*                                  9,706(2)           877   10,583
Philip L. Smith*                               13,156(2)            33   13,189
Hugo Uyterhoeven*                               9,564(2)         1,977   11,541
Albrecht Woeste*                               12,166(2)         1,727   13,893
Current Directors and Executive             1,708,109(4)                       
Officers as a Group (23 persons)                                               


(*)   Non-employee director of the Company.                                     

(1)  Includes the following shares held by officers in the Ecolab Savings Plan  
as of the last Plan report: Mr. Schuman, 5,568; Mr. Shannon, 17,521; Mr.
Spooner, 629; Mr. Carlson, 5,080; and Mr. McCarty, 19,860.              

(2)  Includes the following shares which could be purchased under               
Company-granted stock options within 60 days from September 2, 1997: Mr.
 Schuman, 316,350; Mr. Shannon, 206,490; Mr. Spooner, 40,000; Mr. Carlson,
132,124; Mr. McCarty, 22,174; Ms. Block, 9,600; Mr. Howard, 7,200; Mr.  
    Johnson 2,000; Mr. Levin, 5,600; Mr. Richards, 5,600; Mr. Schall, 9,600; Mr.
   Schulz, 4,800; Mr. Smith, 8,800; Mr. Uyterhoeven, 6,400; Mr. Woeste, 6,400.

(3)  Includes 29,434 shares held by Mr. Shannon's wife.                         

(4)  Includes 53,667 shares held by or on behalf of family members of directors 
and executive officers, 76,339 shares held for executive officers in    
Company-sponsored employee benefit plans as of the last plan reports,   
    1,092,728 shares to which these persons have the right to acquire beneficial
ownership within sixty days of September 2, 1997, by the exercise of    
  Company-granted stock options and 87,780 shares held by executive officers
    under Company-granted restricted stock awards which are subject to events of
forfeiture.                                                             

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STOCKHOLDER AGREEMENT 

As of September 2, 1997, Henkel KGaA ("Henkel") and its affiliates owned        
approximately 15.47 million shares of the Company's Common Stock as set forth in
the table of Security Ownership of Certain Beneficial Owners located on page 2  
hereof.                                                                         

Henkel's equity ownership in the Company is subject to an agreement             
("Stockholder's Agreement") containing certain restrictions pertaining to, among
other things, maximum shareholding, transfer and voting rights. Generally, the  
Stockholder's Agreement terminates on June 26, 2009 (subject to a two year      
extension as described below). During the year second preceding such date,      
Henkel and the Company will commence negotiations for an extension of the term. 
If an agreement to extend such term is not reached, Henkel would have the right,
and in certain circumstances the obligation, to purchase the Company's interest 
in the Henkel-Ecolab Joint Venture operated by the Company and Henkel in Europe.
The Joint Venture conducts industrial and institutional cleaning and sanitizing 
business in Europe. The purchase price shall be paid by Henkel in the Company's 
Common Stock owned by it, with any excess price payable in cash. If the value of
Henkel's Common Stock ownership exceeds the purchase price, then the Company may
acquire such remaining Common Stock at market value. After any such purchase,   
the Stockholder's Agreement would remain in effect for an additional two years. 
In addition, the Stockholder's Agreement provides that if the Joint Venture is  
terminated or Henkel owns less than one percent of the Company's Common Stock,  
the Stockholder's Agreement will terminate two years after the later of such    
events.                                                                         

Pursuant to the Stockholder's Agreement, Henkel is precluded from acquiring more
than 26% of the Company's outstanding Common Stock prior to July 11, 2000 and   
30% thereafter through the period of the Stockholder's Agreement, or from       
acting, alone or in concert with others, to control or influence the Company.   
Henkel may sell its shares of the Company's Common Stock under certain          
conditions specified in the Stockholder's Agreement subject to the Company's    
right of first refusal. In addition, Henkel has agreed to vote its shares, in   
the case of election of directors of the Company or certain stockholder         
proposals, in accordance with the recommendation or directions of the Board. In 
all other cases, except with respect to certain "strategic transactions," Henkel
may vote, at its option, either in accordance with the recommendation of the    
Board or pro rata in the same manner and proportion that votes of the           
stockholders of the Company (other than Henkel and officers or directors of the 
Company) have been cast. Any vote with respect to "strategic transactions"      
(among other things, an increase in the authorized shares or an amendment to the
Certificate of Incorporation, as well as a disposition, recapitalization or     
dissolution of the Company or other transactions which could have a material    
effect upon Henkel's investment in the Common Stock) may be cast at Henkel's    
sole discretion. Henkel also is entitled to designate nominees for election to  
the Company's Board of Directors proportionate to the percentage of its holding 
of voting securities in the Company (rounded to the nearest whole number).      
Currently, Henkel has designated for election three of the Company's 13         
directors. Those directors are: Roland Schulz, Albrecht Woeste and Hugo         
Uyterhoeven.                                                                    

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PROPOSAL TO INCREASE THE AUTHORIZED COMMON STOCK

The Board of Directors of the Company has approved and recommends to the        
stockholders a proposal to amend Article III of the Company's Restated          
Certificate of Incorporation (the "Certificate") to increase the total number of
shares of all classes of capital stock which the Corporation shall have         
authority to issue from 115,000,000 to 215,000,000 shares by increasing the     
number of authorized shares of Common Stock, par value $1.00 per share, from    
100,000,000 shares to 200,000,000 shares and that the Certificate, as so        
amended, be restated in its entirety. The amendment to the Certificate is shown 
on the Appendix to this Proxy Statement. At September 2, 1997, 64,722,914 shares
of Common Stock were issued and outstanding. In addition, as of that date,      
7,214,856 shares of Common Stock were reserved for issuance pursuant to the     
Company's employee benefit plans. As a result, only 28,062,230 shares of Common 
Stock (including shares held in Treasury) remain available for future financing 
and other corporate purposes.                                                   

The Board of Directors believes that the proposed increase in the authorized    
Common Stock is in the best interests of the Company and its stockholders.      

REASON FOR THE PROPOSAL                                                         

The Board's primary purpose in submitting the proposed amendment to the         
stockholders at this time is to provide the Company with the flexibility to     
adjust the number of shares of Common Stock outstanding in order to promote a   
broad market for such stock. Management's continuing efforts to improve the     
financial condition and results of operations of the Company have been          
successful and have been reflected in an increased price of the Common Stock. As
a result, the Board of Directors is currently considering effecting a split of  
the Company's Common Stock which would result in a market price believed to be  
more attractive to a broader spectrum of investors, particularly individual     
investors. The Board's decision in this regard is necessarily contingent upon   
numerous factors including, but not limited to, the number of shares of Common  
Stock of the Company authorized for issuance, fluctuations in the stock market, 
the prevailing condition of the overall economy and the market price of the     
Common Stock. It is, therefore, possible that a decision to split the stock may 
not be taken. However, should the Board of Directors conclude to split the      
Common Stock, stockholder approval of an amendment to increase the number of    
authorized shares of Common Stock would be necessary to enable the Company to   
effectuate such a split. By obtaining shareholder approval now, the Board will  
avoid the delay which would be required for obtaining such approval. Conversely,
delaying the proposal to increase the authorized Common Stock until the next    
regularly-scheduled Annual Meeting in May, 1998 would necessarily eliminate the 
Board's ability to effect a stock split prior to that date. A stock split would 
not require further stockholder approval.                                       

In addition to providing flexibility to effect a stock split, the availability  
of additional shares would provide the Company with the flexibility to issue    
Common Stock for a variety of other proper corporate purposes without further   
action by the Company's stockholders, except as may be required by law,         
regulation or stock exchange rule. As a result, the Company would be in a better
position to take prompt advantage of opportunities for which the issuance of    
Company stock might be appropriate including, without limitation, the sale of   
stock to obtain additional capital funds, the purchase of property, the         
acquisition or merger into the Company of other companies, the use of additional
shares                                                                          

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for various equity compensation and other employee benefit plans, the           
declaration of stock dividends or other corporate distributions, or other bona  
fide corporate purposes. If the amendment were postponed until specific needs   
arose for an amount of shares in excess of the amount of Common Stock authorized
for issuance, the Company's ability to respond promptly and effectively might be
adversely impacted by the additional expenses and delay resulting from the      
stockholder approval process.                                                   

Other than the shares which may be required to effectuate the contemplated stock
split, the Company has no present arrangements, agreements, understandings or   
plans for the issuance or use of the additional shares proposed to be authorized
by the amendment.                                                               

EFFECTS OF THE PROPOSAL                                                         

The Board of Directors is authorized to issue the Common Stock for such         
consideration as the Board may fix and for any corporate purposes. Such issuance
can be undertaken without the further action of stockholders except as may be   
required by law, regulation or stock exchange rule.                             

If the proposal is approved, the holders of additional shares of Common Stock   
issued in the future would have the same rights and privileges as the holders of
Common Stock currently authorized and outstanding. The Company's stockholders do
not have preemptive rights with respect to future issuances of additional shares
of Common Stock, which means that current stockholders do not have a prior right
to purchase any new issue of Common Stock of the Company in order to maintain   
their proportionate ownership interest. As a result, the issuance of a          
significant amount of additional authorized Common Stock (other than a stock    
split or other pro rata distribution to stockholders) would result in a         
significant dilution of the beneficial ownership interests and/or voting power  
of each Company stockholder who does not purchase additional shares to maintain 
his or her pro rata interest.                                                   

ANTI-TAKEOVER EFFECTS AND OTHER PROVISIONS                                      

The rules of the Securities and Exchange Commission require that the Company    
discuss the following additional matters.                                       

Although an increase in the authorized shares could, under certain              
circumstances, also be construed as having an anti-takeover effect (e.g., the   
additional shares could be used to dilute the stock ownership of a person       
seeking to effect a change in the composition of the Board of Directors or      
contemplating a tender offer or other transaction for the combination of the    
Company with another company), the current proposal to amend the Certificate is 
not in response to any such effort. Nor is the proposal part of a plan to       
recommend a series of similar amendments. Further, the Board does not currently 
contemplate recommending the adoption of other amendments to the Certificate    
which could be construed to affect the ability of third parties to take over or 
change control of the Company.                                                  

The Company's Stockholder Rights Agreement (the "Rights Agreement") is designed 
to promote continuity and stability, deter coercive or partial takeover offers  
which will not provide fair value to all stockholders and to generally enhance  
the Board's ability to represent all stockholders and thereby maximize          
stockholder value. The Rights Agreement provides, among other things, that upon 
the occurrence of certain triggering events, each Right will become exercisable 
for an amount of Company Common Stock having a fair market value at such time   
equal to twice the exercise price of the Right. No such triggering event has    
occurred and the Board of Directors is not currently aware of any               

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events which would suggest a triggering event is likely to occur. However, were 
such an event to occur, and if holders of Rights elected to exercise the Rights 
to purchase Common Stock, then shares of Common Stock issued upon such exercise 
might include shares authorized under the proposed amendment. However, the      
capital increase is not being proposed for purposes of the Rights Agreement and 
the Board believes that the Rights Agreement operates effectively without such  
increase.                                                                       

A copy of the Rights Agreement has been filed with the Securities and Exchange  
Commission as an Exhibit to a Current Report on Form 8-K, filed February 27,    
1996. The summary description of the Rights and the Rights Agreement does not   
purport to be complete and is qualified in its entirety by reference to the     
Rights Agreement.                                                               

The Company's Certificate classifies the Board of Directors into three classes  
of directors serving staggered three-year terms and provides that the Board has 
the exclusive right to determine the number of directors. A director of the     
Company can be removed only for cause upon the vote of a majority of the shares 
entitled to vote. The Company's By-Laws provide that 80 percent or more of the  
required voting power of stockholders is necessary to call a special meeting of 
stockholders.                                                                   

The Company's Certificate also provides that the Board has the right (which to  
the extent exercised is exclusive) to determine matters involving Board         
governance and the Board's power to manage and direct the business of the       
Company, and no by-law shall be adopted to impede such right of the Board.      

The Company's Certificate contains provisions which require that a Business     
Combination between the Company and an Interested Stockholder (generally any    
holder of more than 10 percent of the voting power) would require approval of   
the affirmative vote of 80 percent of the voting power of the voting stock      
unless either (a) a majority of the directors who are not affiliated with the   
Interested Stockholder and who were directors before the Interested Stockholder 
acquired its 10 percent interest has approved such Business Combination or (b)  
certain form of consideration, minimum price and procedural conditions have been
met. If the 80 percent vote required by the Certificate is obtained in          
connection with a particular Business Combination, satisfaction of the          
conditions specified in (a) and (b) would not be required.                      

EFFECTIVE DATE AND BOARD RECOMMENDATION                                         

If approved, the amendment would become effective upon the filing with the      
Secretary of State of Delaware of a Restated Certificate of Incorporation, which
filing is expected to take place shortly after the stockholders approve the     
amendment. The only changes to the current Certificate are those made by the    
proposed amendment. Stockholder approval of the amendment will also constitute  
approval of the filing of a Restated Certificate of Incorporation incorporating 
the amendment to the Certificate as shown on the Appendix.                      

BOARD OF DIRECTORS RECOMMENDATION                                               

The Board of Directors recommends that the stockholders vote FOR approval of the
capital increase amendment. The affirmative vote of a majority of the Company's 
outstanding Common Stock entitled to vote at the meeting is required to adopt   
the amendment; therefore, abstentions and broker non-votes will effectively     
count as votes against the proposal. Unless a contrary choice is specified,     
proxies solicited by the Board of Directors will be voted FOR approval of the   
capital increase amendment.                                                     

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OTHER MATTERS 

FUTURE STOCKHOLDER PROPOSALS -- ANNUAL MEETING                                  

Any stockholder proposal to be considered by the Company for inclusion in the   
Proxy Statement and form of proxy for the Annual Meeting of Stockholders in     
respect of the year ending December 31, 1997, scheduled to be held on May 8,    
1998, must be received by the Secretary of the Company at the Company's         
principal executive offices located at the address found at the top of page 1,  
no later than November 29, 1997.                                                

Stockholder proposals not included in a proxy statement for an annual meeting   
must comply with advance notice procedures set forth in the By-Laws of the      
Company (which procedures include both timing and informational content         
requirements) in order to be properly brought before that Annual Meeting of     
Stockholders. In addition, notice of proposed stockholder nominations for the   
election of directors at an annual meeting must be given in accordance with     
similar notice procedures set forth in the By-Laws of the Company. In general   
the advance notice procedures require that written notice of a stockholder      
proposal or a director nomination be delivered to the Secretary of the Company  
not less than 90 days nor more than 135 days prior to the anniversary date of   
the preceding Annual Meeting of Stockholders which was held on May 9, 1997.     

If the presiding officer of the Annual Meeting of Stockholders determines that  
business, or a nomination, was not brought before the meeting in accordance with
the By-Law provisions such business shall not be transacted or such defective   
nomination shall not be accepted. A copy of the By-Law provisions governing     
these procedures may be obtained by writing to the Secretary of the Corporation 
at the Company's principal executive offices at the address found at the top of 
page 1.                                                                         

OTHER BUSINESS AT THE OCTOBER 22, 1997 SPECIAL MEETING                          

Under Delaware law and the Company's By-Laws, no business shall be transacted at
a special meeting except that business stated in the Notice of the Meeting.     
However, should any other matters properly come before the meeting, which call  
for a vote of the stockholders, the persons named in the accompanied proxy will 
have discretionary authority to vote all proxies with respect to such matters in
accordance with their best judgment.                                            

As of the date of this Proxy Statement, the Board of Directors and management do
not intend to present, and have no knowledge that any other persons will present
any matters at the meeting in addition to those described herein.               

                                      By Order of the Board of Directors

                       KENNETH A. IVERSON,
                                Vice President and Secretary
September 19, 1997                                                              

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APPENDIX

Set forth below is the first paragraph of Article III of the Corporation's      
Restated Certificate of Incorporation as proposed to be amended. The remainder  
of Article III is unchanged.                                                    

ARTICLE III 

The total number of shares of all classes of capital stock which the Corporation
shall have authority to issue is two hundred fifteen million (215,000,000)      
consisting of two hundred million (200,000,000) shares of Common Stock of the   
par value of One Dollar ($1.00) per share and fifteen million (15,000,000)      
shares of Preferred Stock without par value. The number of authorized shares of 
any class of capital stock may be increased or decreased by the affirmative vote
of the holders of a majority of capital stock of the Corporation entitled to    
vote.                                                                           

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[RECYCLE LOGO]        RECYCLED PAPER WITH A MINIMUM                             
OF 10% POST CONSUMER WASTE.         

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P R O X Y           
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS         

ECOLAB INC.         

SPECIAL MEETING OF STOCKHOLDERS             
OCTOBER 22, 1997              

The undersigned hereby appoints Allan L. Schuman and Kenneth A.                 
Iverson, or either of them, with full power of substitution to each as          
proxies to represent the undersigned at a Special Meeting of                    
Stockholders of Ecolab Inc., to be held at Ecolab Center, 370 N.                
Wabasha Street, St. Paul, Minnesota on Wednesday, October 22, 1997 at           
9:00 a.m. and at any adjournment(s) thereof, and to vote all shares of          
stock which the undersigned may be entitled to vote at said meeting as          
directed below with respect to the proposal as set forth in the Proxy           
Statement, and in their discretion, upon any other matters that may             
properly come before the meeting.                                               

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICE BY MARKING THE APPROPRIATE            
BOX, SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOX IF YOU WISH TO             
VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATION. THE             
TABULATOR CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS               
CARD.                                                                           

                                                  SEE REVERSE SIDE

/X/ PLEASE MARK YOUR VOTES AS IN                                                
THIS EXAMPLE.                                                           

UNLESS YOU INDICATE OTHERWISE, THIS PROXY WILL BE VOTED IN ACCORDANCE           
WITH THE BOARD OF DIRECTORS' RECOMMENDATION.                                    

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DIRECTORS RECOMMEND A VOTE FOR PROPOSAL 1.                                      

--------------------------------------------------------------------------      

                       FOR   AGAINST   ABSTAIN
1. Approval of amendment                / /     / /       / /                   
to the Restated Certificate                                               
of Incorporation to increase                                              
the authorized Common Stock.                                              

Please sign name(s) exactly as printed hereon. Joint owners should              
each sign. In signing as attorney, administrator, executor, guardian            
or trustee, please give full title as such.                                     

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SIGNATURE(S)                                                 DATE               

10

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFS14A’ Filing		Date		First		Last			Other Filings
		6/26/09		7
		7/11/00		7
		5/8/98		11					DEF 14A
		12/31/97		11					10-K405,  11-K
		11/29/97		11
For Period End:		10/22/97		2		14			8-K,  PRE 14A
		9/19/97		2		11
Filed on:		9/17/97
		9/2/97		3		8
		5/9/97		11					10-Q,  DEF 14A
		2/27/96		10
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