-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, a44/qRR1kdCeMpvnCx52RVrpnn7yxA8ROncXUBH/dh1x4Radx+rSqO6RDaYkVHve rX+OIvgbrxd9ga9XZPwYHA== 0000031462-95-000009.txt : 19950517 0000031462-95-000009.hdr.sgml : 19950517 ACCESSION NUMBER: 0000031462-95-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950512 ITEM INFORMATION: Other events FILED AS OF DATE: 19950516 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ECOLAB INC CENTRAL INDEX KEY: 0000031462 STANDARD INDUSTRIAL CLASSIFICATION: SOAP, DETERGENT, CLEANING PREPARATIONS, PERFUMES, COSMETICS [2840] IRS NUMBER: 410231510 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09328 FILM NUMBER: 95540019 BUSINESS ADDRESS: STREET 1: ECOLAB CTR STREET 2: 370 N WABASHA ST CITY: ST PAUL STATE: MN ZIP: 55102 BUSINESS PHONE: 6122932233 FORMER COMPANY: FORMER CONFORMED NAME: ECONOMICS LABORATORY INC DATE OF NAME CHANGE: 19861203 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 12, 1995 ECOLAB INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-9328 41-0231510 (Commission File Number) (IRS Employer Identification No.) Ecolab Center, St. Paul, Minnesota 55102 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 612-293-2233 (Not applicable) (Former name or former address, if changed from last report.) Item 5. Other Events. The Company's Board of Directors, at its regular quarterly meeting held May 12, 1995, authorized the purchase by the Company of up to 6 million shares of the Company's Common Stock. As the first step of the repurchase program, the Board of Directors authorized a Dutch Auction self-tender offer for up to 3 million shares of the Company's Common Stock. The tender price range will be from $21.75 up to $25.00 per share, with the offer expected to commence on Wednesday, May 17, 1995 and expire at midnight on Wednesday, June 14, 1995, unless extended. The remaining portion of the 6 million shares under the repurchase program may be purchased from time to time following completion of the tender offer through open market and privately negotiated transactions or otherwise. A copy of the News Release issued by the Company on May 12, 1995 regarding the repurchase program is attached as Exhibit (99) and incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits (99) Ecolab Inc. News Release dated May 12, 1995. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ECOLAB INC. By: /s/Kenneth A. Iverson Kenneth A. Iverson Vice President and Secretary Dated: May 15, 1995 - 2 - EXHIBIT INDEX Exhibit Paper (P) or No. Document Electronic (E) (99) Ecolab Inc. News Release dated E May 12, 1995. - 3 - EX-99 2 FOR IMMEDIATE RELEASE Michael J. Monahan 612-293-2809 (Tel) 612-225-3123 (Fax) ECOLAB INC. ANNOUNCES DUTCH AUCTION SELF-TENDER OFFER FOR UP TO 3 MILLION SHARES AS PART OF A 6 MILLION SHARE STOCK REPURCHASE ST. PAUL, Minn., May 12, 1995: Ecolab Inc. announced today that its Board of Directors has authorized the purchase by the Company of up to 6 million shares of its common stock, representing approximately 9% of its outstanding shares. The Ecolab board authorized a Dutch Auction self-tender offer for up to 3 million shares of the Company's common stock as the first step of the 6 million share repurchase program. The tender price range will be from $21.75 to $25.00 per share. The offer is expected to commence on Wednesday, May 17, 1995 and expire at midnight on Wednesday, June 14, 1995, unless extended. On March 31, 1995, Ecolab had 67.9 million shares outstanding. Ecolab shares closed today at $23.375. The tender offer will be subject to various terms and conditions described in offering materials to be distributed to shareholders next week. The Company indicated it would use cash on hand and borrowings under its revolving credit facility to purchase the shares. Under the terms of the Dutch Auction offer, Ecolab shareholders will be given the opportunity to specify prices within the Company's stated price range at which they are willing - more - - 2 - to tender their shares. Upon receipt of the tenders, Ecolab will determine a final price that enables it to purchase up to the stated amount of shares from those shareholders who agreed to sell at or below the company-selected purchase price. All shares purchased will be at that determined price. If more than 3 million shares are tendered at or below the purchase price, there will be a proration. The tender offer will not be contingent upon any minimum number of shares being tendered. Salomon Brothers Inc. will act as dealer manager for the tender offer. Following completion of the tender offer, the Company may purchase the remaining portion of the 6 million share repurchase program from time to time through open market and privately negotiated transactions or otherwise. Ecolab is the leading global developer and marketer of premium cleaning, sanitizing and maintenance products and services for the hospitality, institutional and industrial markets. For the year ended December 31, 1994, Ecolab reported sales of $1.2 billion; including European joint venture sales of $0.8 billion, Ecolab's global coverage approximated $2 billion. Ecolab shares are traded on the New York Stock Exchange and the Pacific Stock Exchange under the symbol ECL. ### -----END PRIVACY-ENHANCED MESSAGE-----