Henkel Kgaa/New – ‘SC 13D/A’ on 12/3/01 re: Ecolab Inc

On:  Monday, 12/3/01   ·   Accession #:  903423-1-500321   ·   File #:  5-08345

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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           4     19K 
                          Ownership                                              

Document Table of Contents

SC 13D/A
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

SCHEDULE 13D

 Under the Securities Exchange Act of 1934
(Amendment No. 8)*

 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
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) 

 November 30, 2001
----------------------------------------------------------------
 (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 Section 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 section 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
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    This Amendment No. 8 (this "Amendment") amends and supplements the
Schedule 13D filed on December 20, 1989, as previously amended (the "Schedule   
13D"), of Henkel KGaA ("KGaA") 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 4.  Purpose of Transaction.                                                

         On November 30, 2001, Henkel and Ecolab completed the Proposed Sale. In
connection with the closing of the Proposed Sale, the parties executed the      
Proposed Amended Stockholder's Agreement, in the form previously filed as an    
Exhibit to, and described in, Amendment No. 5 to the Schedule 13D (which shall  
be referred to as the "Amended Stockholder's Agreement").                       

     Henkel 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, Henkel's overall relationship with   
Ecolab, and other general market and investment conditions, Henkel may determine
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, Henkel has 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.                                             

SC 13D/A
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 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:  December 3, 2001                                                        
                     Henkel KGaA

                                By: /s/ Dr. Carl Braun
                                                 -------------------------------
                                Dr. Carl Braun
                                Vice President

                                  By: /s/ Thomas-Gerd Kuhn
                                                 -------------------------------
                                  Thomas-Gerd Kuhn
                                          Senior Corporate Counsel

                              HC Investments, Inc.

                                By: /s/ James E. Ripka
                                                 -------------------------------
                                James E. Ripka
                           President

SC 13D/A
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 Exhibit Index

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(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.                                                

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		12/3/01		3
		11/30/01		1		2			4,  8-K,  8-K/A
		11/26/01		4					8-K,  SC 13D/A
		11/23/01		4					8-K
		10/9/01		4					SC 13D/A
		10/5/01		4
		12/15/00		4					SC 13D/A
		12/14/00		4
		12/7/00		4					8-K
		6/30/00		4					10-Q
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