-----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, dAHWz6JLcC4WRXpBzRasNs4xKZEzTn03rBkgx95SPmY0lXBHHoLIRDjSbKVNlURk DwKLoStDbme6d1Dn1jJC7A== 0000031462-95-000013.txt : 19950616 0000031462-95-000013.hdr.sgml : 19950616 ACCESSION NUMBER: 0000031462-95-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950615 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950615 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: 95547291 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) June 15, 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. On June 15, 1995, the Company announced that, based on a preliminary count, it expects to purchase 3,549,834 shares of its common stock at a price of $25.00 per share, including 1,609,805 shares tendered pursuant to guaranteed delivery, in accordance with the terms of its "Dutch auction" self-tender offer. The offer expired at midnight, Eastern time, on Wednesday, June 14, 1995. The Company is exercising its right under the terms of the offer to purchase more than 3 million shares. It accepted all shares validly tendered and there will be no proration. Final confirmation of the number of shares purchased and purchase price is expected to be completed in approximately one week. After purchasing the tendered shares, the Company will have approximately 64,382,060 shares of common stock outstanding. It may purchase up to approximately 2.45 million additional shares from time to time through open market and privately negotiated transactions or otherwise, to complete the remaining portion of the 6 million share repurchase program authorized by its Board of Directors. A copy of the News Release issued by the Company on June 15, 1995 regarding announcement of the preliminary results of the offer is attached as Exhibit (99) and incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits (99) Ecolab Inc. News Release dated June 15, 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: June 15, 1995 - 2 - EXHIBIT INDEX Exhibit Paper (P) or No. Document Electronic (E) (99) Ecolab Inc. News Release dated E June 15, 1995. - 3 - EX-99 2 FOR IMMEDIATE RELEASE Michael J. Monahan 612-293-2809 (Tel) 612-225-3123 (Fax) ECOLAB INC. ANNOUNCES PRELIMINARY RESULTS OF SELF-TENDER OFFER ST. PAUL, Minn., June 15, 1995: Ecolab Inc. announced today that, based on a preliminary count and subject to final verification, it expects to purchase 3,549,834 shares of the Company's common stock at a price of $25.00 per share, including 1,609,805 shares tendered pursuant to guaranteed delivery, in accordance with the terms of its "Dutch auction" self-tender offer. The offer to purchase shares at prices specified by shareholders, ranging from $21.75 to $25.00, expired at midnight yesterday, June 14. The Company is exercising its right under the terms of the offer to purchase more than 3 million shares. The Company accepted all shares tendered at or below the purchase price of $25.00, net to the seller, in cash; accordingly, there will be no proration. The determination of the number of shares to be purchased and the purchase price are subject to final confirmation and the proper delivery of all shares tendered and not withdrawn, which is expected to be completed in approximately one week. Payment for the shares properly tendered and accepted will be made as soon as practicable. Following the purchase, the Company will have approximately 64,382,060 shares of common stock outstanding. As previously announced, the Company may purchase up to 2.45 million additional shares from time to time through open market and privately negotiated transactions or otherwise, to complete the remaining portion of the 6 million share repurchase program authorized by its Board of Directors. 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-----