Edgar Filing: ECOLAB INC

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 11)*

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)

October 6, 2004
----------------------------------------------------------------------
(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 ss. 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 ss. 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).

This Amendment No. 11 (this "Amendment") amends and
supplements the Schedule 13D filed on December 20, 1989, as previously amended
(the "Schedule 13D"), of Henkel KGaA ("KGaA"), HC Investments, Inc. ("HCI") and
Henkel Chemie Verwaltungsgesellschaft mbH ("Chemie"), 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.
----------------------

In connection with its recent acquisition of The Dial
Corporation ("Dial"), Henkel announced that it intended to sell a significant
portion or all of its holdings of Common Stock or of its holdings of shares of
common stock of The Clorox Company ("Clorox") (or a combination of both) in
connection with the refinancing of debt incurred to facilitate its acquisition
of Dial.
On October 6, 2004, KGaA and HCI entered into a share exchange
agreement with Clorox, pursuant to which, upon satisfaction of certain closing
conditions, HCI will exchange all of its shares of common stock of Clorox for
all of the stock of a to-be-formed wholly-owned subsidiary of Clorox
("Splitco"). At the time of the exchange, Splitco will hold certain operating
businesses of Clorox, Clorox's equity interests in Henkel Iberica, S.A. and
approximately $2.1 billion in cash. The exchange is subject to certain closing
conditions, including antitrust clearance and receipt of final tax opinions.

If the share exchange transaction between HCI and Clorox is
consummated, Henkel currently believes that it will have taken sufficient steps
to refinance the debt incurred in the acquisition of Dial, and expects that it
would not determine to sell any shares of Common Stock. In that event, Henkel
would continue to hold its shares of Common Stock as a long-term minority
investor in the Company. However, Henkel would intend 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 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, 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.

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: October 6, 2004

Henkel KGaA

By: /s/ Franz-Josef Acher
----------------------------------------
Franz-Josef Acher
General Counsel

By: /s/ Thomas-Gerd Kuhn
----------------------------------------
Thomas-Gerd Kuhn
Associate General Counsel

HC Investments, Inc.

By: /s/ Brian Friend
----------------------------------------
Brian Friend
Vice President

Henkel Chemie Verwaltungsgesellschaft mbH

By: /s/ Thomas-Gerd Kuhn
----------------------------------------
Thomas-Gerd Kuhn
General Manager

By: /s/ Michael J. Schmitt
----------------------------------------
Michael J. Schmitt
Authorized Representative

Exhibit Index
-------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Exhibit 22 Agreement to be Bound by Chemie dated as of December 31, 2002 (viii)

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

(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.

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