Henkel Kgaa/New – ‘SC 13D/A’ on 11/26/01 re: Ecolab Inc

On:  Monday, 11/26/01   ·   Accession #:  903423-1-500309   ·   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           6     27K 
                          Ownership                                              
 2: EX-21       Subsidiaries of the Registrant                         3±    11K 

SC 13D/A   —   Amendment to General Statement of Beneficial 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. 7)*

 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 23, 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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SCHEDULE 13D

CUSIP No. 278865100                                                Page 2       

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
20,679,312
NUMBER OF                                                 
SHARES            8    SHARED VOTING POWER              
BENEFICIALLY              14,666,664                          
OWNED BY                                                  
EACH REPORTING        9    SOLE DISPOSITIVE POWER               
PERSON                 20,679,312                       
WITH                                                  
         10   SHARED DISPOSITIVE POWER
14,666,664

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON        
35,345,976                                                    

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

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

27.6%                                                         

14    TYPE OF REPORTING PERSON*                                           

CO                                                            

 *SEE INSTRUCTIONS BEFORE FILLING OUT!

SC 13D/A
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SCHEDULE 13D

CUSIP No. 278865100                                                Page 3       

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

HC Investments, Inc.                                          

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              14,666,664                          
OWNED BY                                                  
EACH REPORTING        9    SOLE DISPOSITIVE POWER               
PERSON                 0                                
WITH                                                  
         10   SHARED DISPOSITIVE POWER
14,666,664

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON        
14,666,664                                                    

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

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

11.5 %                                                        

14    TYPE OF REPORTING PERSON*                                           

CO                                                            

 *SEE INSTRUCTIONS BEFORE FILLING OUT!

SC 13D/A
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    This Amendment No. 7 (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 3.  Source and Amount of Funds or Other Consideration.                     

       KGaA acquired 607,800 shares of Common Stock in open market purchases
beginning on October 23, 2001, for an aggregate amount equal to approximately   
$21.6 million. The funds used for such purchases came from KGaA's general       
corporate resources.                                                            

Item 4.  Purpose of Transaction.                                                

       On November 23, 2001, Henkel advised Ecolab that it had determined to
take cash in connection with the Proposed Sale. Based on present estimates and  
subject to post-closing adjustments, Henkel will receive approximately 497.4    
million Euros, initially in the form of a 60-day note, upon consummation of the 
Proposed Sale, currently scheduled to take place on November 30, 2001.          

       KGaA acquired the shares of Common Stock described in Item 3 above in
order to expand and strengthen its minority investment in, and to strengthen    
Henkel's long-term relationship with, Ecolab.                                   

 As previously described in the Schedule 13D, under the Existing
Stockholder's Agreement, Henkel may acquire shares of Common Stock so long as   
the acquisition does not cause Henkel to beneficially own more than 30% of the  
outstanding Common Stock, which percentage will be increased to 35% upon        
consummation of the Proposed Sale.                                              

     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 the status of the Joint Venture and the Proposed Sale, 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 Existing Stockholder's Agreement 
(or the Proposed Amended Stockholder's Agreement, as applicable) 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.                                             

Item 5.  Interest in Securities of the Issuer.                                  

        (a)-(b) At the date hereof, in the aggregate, the 35,345,976 shares of
Common Stock owned by HCI and KGaA represent approximately 27.6% of the         
127,842,607 shares of Common Stock reported by Ecolab in its Quarterly Report on
Form 10-Q to be outstanding as of October 31, 2001.                             

        Of that total, HCI beneficially owns 14,666,664 shares of Common Stock
(approximately 11.5% of such total). HCI and, by virtue of its indirect control 
of HCI, KGaA share the power to vote and the power to dispose of these shares of
Common Stock (subject to the provisions of the Existing Stockholder's           
Agreements).                                                                    

        KGaA directly and beneficially owns the remaining 20,679,312 shares of
Common Stock (approximately 16.2% of such total). KGaA has the sole power to    
vote and the sole power to dispose of those shares of Common Stock (subject to  
the provisions of the Existing Stockholder's Agreements).                       

        (c) Certain information with respect to each transaction in the Common
Stock since October 9, 2001 (the date of Amendment No. 6 to the Schedule 13D) is
set forth in Exhibit 21 hereto. Except as set forth herein or in Amendment No.  
6, no transactions in shares of Common Stock were effected during the past 60   
days by HCI or KGaA, or, to the best of their knowledge, by Henkel of America,  
Inc., Henkel Corporation or any of the other persons listed on Annex I to the   
Schedule 13D.                                                                   

Item 7.  Material to be Filed as Exhibits.                                      

Exhibit 21   Purchases of Common Stock from October 9, 2001 through November    
23, 2001.                                             

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: November 26, 2001                       Henkel KGaA                      

                                  By:  /s/  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               (i)  
      Investments, Inc., Henkel KGaA and Ecolab Inc.
dated as of December 11, 1989           

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Exhibit 21          Purchases of Common Stock from October 9, 2001         11   
through November 23, 2001.              

(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.                                           

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		11/30/01		4					4,  8-K,  8-K/A
Filed on:		11/26/01		5					8-K
		11/23/01		1		6			8-K
		10/31/01		4					4
		10/23/01		4
		10/9/01		4		6			SC 13D/A
		10/5/01		6
		12/15/00		6					SC 13D/A
		12/14/00		6
		12/7/00		6					8-K
		6/30/00		6					10-Q
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