SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 14)*

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 LLP

One Liberty Plaza
New York, NY 10006

212-225-2000

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 13, 2006

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 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).

 

 

 

 

 

 


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) o

(b) o

3

 

4

SOURCE OF FUNDS*

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)            o

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Germany

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH REPORTING

PERSON
WITH 

7

SOLE VOTING POWER

43,738,036

8

SHARED VOTING POWER

28,954,516

9

SOLE DISPOSITIVE POWER

43,738,036

10

SHARED DISPOSITIVE POWER

28,954,516

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

72,692,552

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*           o

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

28.9%

14

TYPE OF REPORTING PERSON*

CO


*SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 

 

2

 

 

 


SCHEDULE 13D

CUSIP No. 278865100

 

Page 3

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON


Henkel Corporation

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

(b) o

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)           o

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH REPORTING

PERSON
WITH 

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

28,954,516

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

28,954,516

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

28,954,516

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*           o

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

11.5%

14

TYPE OF REPORTING PERSON*

CO


*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

3

 

 

 


This Amendment No. 14 (this “Amendment”) amends and supplements the Schedule 13D filed on December 20, 1989, as previously amended (the “Schedule 13D”), of Henkel KGaA (“KGaA” and, together with its affiliates, “The Henkel Group”) and Henkel Corporation (as successor by merger to HC Investments, Inc.), 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 2.                                             Identity and Background.

The names, addresses, occupations and citizenship of the executive officers and members of the board of directors, or equivalent body, of each of KGaA and Henkel Corporation are set forth in Schedule I hereto. None of KGaA, Henkel Corporation or, to the best of their knowledge, Henkel of America, Inc. or any of the persons listed on Schedule I hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.

Item 4.                                             Purpose of Transaction.

Effective November 13, 2006, Henkel Corporation transferred 378,812 shares of Common Stock it previously held to KGaA. The transfer was effected for internal organizational purposes of the The Henkel Group. There is no change to the plans or intentions of KGaA and its respective subsidiaries with respect to Ecolab, and no other change occurred in the relationship of any member of The Henkel Group with Ecolab.

 

 

4

 

 

 


KGaA 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, KGaA’s overall relationship with Ecolab, and other general market and investment conditions, KGaA may determine either 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, KGaA and Henkel Corporation have 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 72,692,552 shares of Common Stock owned by KGaA and Henkel Corporation represent approximately 28.9% of the 251,153,056 shares of Common Stock reported by Ecolab in its Quarterly Report on Form 10-Q to be outstanding as of September 30, 2006.

Of that total, Henkel Corporation directly beneficially owns 28,954,516 shares of Common Stock (approximately 11.5% of such total). Henkel Corporation and, by virtue of its indirect control of Henkel Corporation, KGaA share the power to vote and the power to dispose of these shares of Common Stock (subject to the provisions of the Amended Stockholder’s Agreement).

KGaA directly beneficially owns the remaining 43,738,036 shares of Common Stock (approximately 17.4% of such total). KGaA has the sole power to vote and to dispose of

 

 

 

5

 

 

 


these shares of Common Stock (subject to the provisions of the Amended Stockholder’s Agreement).

(c)       Except for the transfer of Common Stock by Henkel Corporation to KGaA as described herein, no transactions in shares of Common Stock were effected during the past 60 days by Henkel Corporation or KGaA, or, to the best of their knowledge, by Henkel of America, Inc. or any of the other persons listed on Schedule I.

 

 

 

 

 

 

 

 

 

 

6

 

 

 


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 14, 2006

 

 

  Henkel KGaA

 

By:

/s/ Thomas Gerd Kühn

    Name: Thomas Gerd Kühn
Title: Associate General Counsel
     
 

By:

/s/ Joachim Jäckle

    Name: Dr. Joachim Jäckle
Title: VP Corporate Finance
     
  Henkel Corporation
 

By:

/s/ Gregory Gaglione

    Name: Gregory Gaglione
Title: Associate General Counsel
and Assistant Secretary

 

 

 

 

 

 

 

 

 

 

7

 

 

 


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)

 

 

8

 

 

 


 

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 Amended 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)

Exhibit 22

Agreement to be Bound by Chemie dated as of December 31, 2002

(viii)

Exhibit 23

Agreement to be Bound by Henkel Corporation dated as of December 15, 2004

(ix)

 

(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.

 

 

9

 

 

 


(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.

(viii)

Previously filed as an Exhibit to Amendment No. 9 to the Schedule 13D on January 8, 2003.

(ix)

Previously filed as an Exhibit to Amendment No. 12 to the Schedule 13D on February 1, 2005.

 

 

10

 

 

 


Schedule I

Officers and Directors of Henkel Corporation

The following table sets forth the name, business address, position with Henkel Corporation and present principal occupation of each director and executive officer of Henkel Corporation. Except as set out below, each individual listed below is a citizen of the United States.

 


Name and Address

Position with Henkel Corporation and Present

Principal Occupation or Employment

Dr. Jochen Krautter
Henkel KGaA
Henkelstraße 67
40191 Düsseldorf
Germany
Citizen of Germany

Chairman of the Board of Henkel Corporation; Executive Vice President - Technologies of KGaA

Mr. John E. Knudson
Henkel of America, Inc.
The Triad, Suite 200
2200 Renaissance Boulevard
Gulph Mills, PA 19406

Director, President, Chief Financial Officer of Henkel Corporation; Director and President of Henkel of America, Inc.

Mr. Alois Linder
Henkel KGaA
Henkelstraße 67
40191 Düsseldorf
Germany
Citizen of Austria

Director of Henkel Corporation; Executive Vice President - Consumer and Craftsmen Adhesives of KGaA

Mr. Julian Colquitt
Henkel Corporation
1001 Trout Brook Crossing

Rocky Hill, CT 06067

Director of Henkel Corporation; President, TI of Henkel Corporation

Mr. John Kahl
Henkel Consumer Adhesives, Inc.
32150 Just Imagine Drive
Avon, Ohio 44011-1355

Director of Henkel Corporation; President, Henkel Consumer Adhesives of Henkel Corporation

Mr. Gerald E. Kohlsmith
Henkel Corporation

32100 Stephenson Highway
Madison Heights, MI 48071

Director of Henkel Corporation; President, TT of Henkel Corporation

 

 

 

11

 

 

 


 

Mr. James E. Ripka

Henkel of America, Inc.

The Triad, Suite 200

2200 Renaissance Boulevard

Gulph Mills, PA 19406

Vice President, Treasurer of Henkel Corporation and Vice President, Treasurer of Henkel of America, Inc.

Mr. William B. Read

Henkel of America, Inc.

The Triad, Suite 200

2200 Renaissance Boulevard

Gulph Mills, PA 19406

Senior Vice President, Human Resources of Henkel Corporation; Director and Senior Vice President, Human Resources of Henkel of America, Inc.

Mr. Paul R. Berry

Henkel of America, Inc.

The Triad, Suite 200

2200 Renaissance Boulevard

Gulph Mills, PA 19406

 

Senior Vice President, Chief Legal Officer of Henkel Corporation; Senior Vice President, Chief Legal Officer of Henkel of America, Inc.

Mr. Jeffrey C. Piccolomini

Henkel of America, Inc.

The Triad, Suite 200

2200 Renaissance Boulevard

Gulph Mills, PA 19406

Senior Vice President, Finance of Henkel Corporation; Senior Vice President, Finance of Henkel of America, Inc.

Mr. Gregory Gaglione

Henkel of America, Inc.

The Triad, Suite 200

2200 Renaissance Boulevard

Gulph Mills, PA 19406

Associate General Counsel and Assistant Secretary of Henkel Corporation; Assistant Secretary of Henkel of America, Inc.

Ms. Christel Emerson

Henkel of America, Inc.

The Triad, Suite 200

2200 Renaissance Boulevard

Gulph Mills, PA 19406

Trademark Counsel, Assistant General Counsel and Assistant Secretary of Henkel Corporation; Assistant Secretary of Henkel of America, Inc.

Mr. Stephen D. Harper

Henkel of America, Inc.

The Triad, Suite 200

2200 Renaissance Boulevard

Gulph Mills, PA 19406

 

Assistant General Counsel, Senior Patent Counsel and Assistant Secretary of Henkel Corporation; Assistant Secretary of Henkel of America, Inc.

 

 

 

12

 

 

 


 

Mr. Daniel J. Corcoran
Henkel of America, Inc.

The Triad, Suite 200

2200 Renaissance Boulevard

Gulph Mills, PA 19406

Assistant Treasurer of Henkel Corporation; Assistant Treasurer of Henkel of America, Inc.

Mr. John P. Preysner, Jr.

Henkel Corporation

1001 Trout Brook Crossing

Rocky Hill, CT 06067

 

Associate General Counsel and Assistant Secretary of Henkel Corporation; Assistant Secretary of Henkel of America, Inc.

Mr. Peter G. Dowling

Henkel Corporation

1001 Trout Brook Crossing

Rocky Hill, CT 06067

 

President, TO Americas of Henkel Corporation

Mr. Patrick Trippel

Henkel Corporation

15051 E. Don Julian Road

Industry, CA 91746

 

President, TTE of Henkel Corporation

Mr. Brian Friend

Henkel of America, Inc.

The Triad, Suite 200

2200 Renaissance Boulevard

Gulph Mills, PA 19406

 

Assistant Secretary of Henkel Corporation; Assistant Secretary of Henkel of America, Inc.

Mitchell Tinnan

Henkel Corporation

1001 Trout Brook Crossing

Rocky Hill, CT 06067

 

Senior Vice President, Operations – North America and Central America Operations of Henkel Corporation

 

 

13

 

 

 


Officers and Directors of Henkel KGaA

The following table sets forth the name, business address, and position with KGaA and present principal occupation of each director, executive officer and controlling person of KGaA. Each individual listed below is a citizen of Germany, except Mr. Linder and Mr. Stara, who are citizens of the Republic of Austria, Mr. Rorsted, who is a citizen of Denmark, Mr. Van Bylen, who is a citizen of Belgium, and Mr. Vuursteen, who is a citizen of The Netherlands.

 

Name and Address

Present Principal Occupation or Employment

 

 

Supervisory Board:

 

Mr. Albrecht Woeste

Henkelstraße 67

40191 Düsseldorf

Germany

Chairman of the Supervisory Board and Chairman of the Shareholders’ Committee of KGaA; Private Investor

Mr. Winfried Zander
Henkelstraße 67

40191 Düsseldorf

Germany

 

Vice Chairman of the Supervisory Board and Chairman of the Works Council of KGaA

Dr. Friderike Bagel

Henkelstraße 67

40191 Düsseldorf

Germany

Attorney at Law/Tax Advisor

Mr. Engelbert Bäßler
Büngerstraße 18
40597 Düsseldorf
Germany

 

Member of the Works Council of KGaA

Mr. Hans Dietrichs
Ziegeleistraße 56
39307 Genthin
Germany

Chairman of the Works Council of KGaA, site Genthin

Mr. Bernd Hinz

Rheinstraße 48

51371 Leverkusen

Germany

Vice Chairman of the Works Council of KGaA

Mr. Thomas Manchot

Henkelstraße 67

40191 Düsseldorf

Germany

Private Investor

 

 

14

 

 

 


 

Name and Address

Present Principal Occupation or Employment

 

 

Supervisory Board: (continued)

 

 

Prof. Dr. Dr. h.c. Heribert Meffert

Potstiege 56

48161 Münster

Germany

Professor at the University of Münster and Former Director of the Institute for Marketing; Chairman of the Executive Board of the Bertelsmann Foundation

Mrs. Andrea Pichottka
Königsworther Platz 6
30167 Hannover
Germany

Assistant to Executive Committee of IG Bergbau, Chemie, Energie (German Mining, Chemicals and Energy Trade Union)

Prof. Dr. Dr. h.c. Heinz Riesenhuber

Bundesforschungsminister a.D.

Deutscher Bundestag

Platz der Republik 1

11011 Berlin

Germany

Former Federal Minister for Research and Technology

Mr. Konstantin von Unger

Henkelstraße 67

40191 Düsseldorf

Germany

Founding Partner, Blue Corporate Finance

Mr. Michael Vassiliadis

Königsworther Platz 6

30167 Hannover

Germany

Member of the Executive Committee of IG Bergbau, Chemie, Energie (German Mining, Chemicals and Energy Trade Union)

Mr. Bernhard Walter
60301 Frankfurt

Germany

 

Former Chairman of the Board of Managing Directors of Dresdner Bank AG

Mr. Werner Wenning
51368 Leverkusen
Germany

 

Chairman of the Executive Board of Bayer AG

Dr. Anneliese Wilsch-Irrgang

Flotowstraße 2a

40593 Düsseldorf

Germany

 

Chairman of the Management Personnel

Representatives of KGaA

 

 

15

 

 

 


 

Name and Address

Present Principal Occupation or Employment

 

 

Supervisory Board: (continued)

 

 

 

Mr. Rolf Zimmermann

Halbuschstraße 122
40591 Düsseldorf
Germany

Member of the Works Council of KGaA

 

 

Management Board:

 

 

 

Prof. Dr. Ulrich Lehner

Henkelstraße 67

40191 Düsseldorf

Germany

 

Chairman of the Management Board of KGaA

Dr. Jochen Krautter

Henkelstraße 67

40191 Düsseldorf

Germany

 

Executive Vice President-Technologies of KGaA

Mr. Alois Linder

Henkelstraße 67

40191 Düsseldorf

Germany

 

Executive Vice President-Consumer and Craftsmen Adhesives of KGaA

Mr. Kasper Rorsted

Henkelstraße 67

40191 Düsseldorf

Germany

 

Executive Vice President-Human Resources, Logistics, Information Technologies and Infrastructure Services of KGaA

Dr. Friedrich Stara

Henkelstraße 67

40191 Düsseldorf

Germany

Executive Vice President-Laundry & Home Care of KGaA

Dr. Lothar Steinebach

Henkelstraße 67

40191 Düsseldorf

Germany

 

Executive Vice President and Chief Financial Officer of KGaA

Mr. Hans Van Bylen

Henkelstraße 67

40191 Düsseldorf

Germany

Executive Vice President- Cosmetics/Toiletries of KGaA

 

 

16

 

 

 


 

Name and Address

Present Principal Occupation or Employment

 

 

Shareholders’ Committee:

 

 

 

Mr. Albrecht Woeste

Henkelstraße 67

40191 Düsseldorf
Germany

 

Chairman of the Supervisory Board and Chairman of the Shareholders’ Committee of KGaA; Private Investor

Mr. Stefan Hamelmann

Henkelstraße 67

40191 Düsseldorf

Germany

 

Vice Chairman of the Shareholders’ Committee of KGaA; Private Investor

Christoph Henkel

Henkelstraße 67

40191 Düsseldorf

Germany

Vice Chairman of the Shareholders’ Committee of KGaA; Independent Entrepreneur and Business Executive

Dr. Paul Achleitner

Königsstraße 28

80802 Munchen

Germany

 

Member of the Board of Allianz AG

Dr. Simone Bagel-Trah
Henkelstraße 67

40191 Düsseldorf
Germany

 

Private Investor

Dr. h.c. Ulrich Hartmann

E.ON-Platz 1

40479 Düsseldorf

Germany

 

Chairman of the Supervisory Board of E.ON AG

Mr. Burkhard Schmidt

Stubbenhuk 7

20459 Hamburg

Germany

 

Managing Director of Jahr Vermögensverwaltung GmbH & Co. KG

Mr. Konstantin von Unger
Henkelstraße 67

40191 Düsseldorf
Germany

 

Founding Partner, Blue Corporate Finance

 

 

17

 

 

 


 

Name and Address

Present Principal Occupation or Employment

 

 

Shareholders’ Committee: (continued)

 

 

 

Mr. Karel Vuursteen

Dijsselhofplantsoen 10

NL-1077 BL Amsterdam
The Netherlands

Former Chairman of the Board of Management of Heineken Holding N.V.

Dr. Hans-Dietrich Winkhaus

Henkelstraße 67

40191 Düsseldorf

Germany

Former President and Chief Executive Officer of KGaA

 

 

 

 

 

18