SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
Ecolab Inc.
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
278865100
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(CUSIP Number)
William A. Groll, Esq.
Cleary, Gottlieb, Steen & Hamilton LLP
City Place House
55 Basinghall Street
London EC2V 5EH
44-207 614 2200
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 15, 2004
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(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).
SCHEDULE 13D
CUSIP No. 278865100
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
0
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING 72,629,552
PERSON
WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
72,629,552
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,629,552
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.2%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 278865100
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) |_|
(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 OWNED BY
EACH REPORTING 29,333,328
PERSON
WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
29,333,328
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,333,328
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 278865100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Henkel Chemie Verwaltungsgesellschaft mbH
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
Germany
7 SOLE VOTING POWER
0
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING 43,359,224
PERSON
WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
43,359,224
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,359,224
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.8%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 12 (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 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 2. Identity and Background.
The Schedule 13D is now filed also by Henkel Corporation, a
Delaware corporation. The principal executive offices of Henkel Corporation are
located at 2200 Renaissance Boulevard, The Triad, Suite 200, Gulph Mills,
Pennsylvania 19406. Henkel Corporation is an operating company, the principal
business of which is directly and indirectly conducting the home care products,
personal care products and adhesives, sealants and surface treatments businesses
of The Henkel Group in the United States. Henkel Corporation is also the
successor by merger to HCI, one of the previous filing parties to the Schedule
13D and then a wholly-owned subsidiary of Henkel Corporation. HCI was merged
with and into Henkel Corporation on December 15, 2004. All of the outstanding
shares of capital stock of Henkel Corporation are owned by KGaA or its
subsidiaries, the majority of which is held by Henkel of America, Inc.
Henkel of America, Inc. is a Delaware corporation and a
direct, wholly-owned subsidiary of KGaA. The principal executive offices of
Henkel of America, Inc. are located at 2200 Renaissance Boulevard, The Triad,
Suite 200, Gulph Mills, Pennsylvania 19406. Henkel of America, Inc. is a holding
company.
The names, addresses, occupations and citizenship of the
executive officers and members of the board of directors, or equivalent body, of
each of KGaA, Henkel Corporation and Chemie are set forth in Schedule I hereto.
None of KGaA, Henkel U.S., Chemie 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.
As noted above, effective December 15, 2004, HCI was merged
with and into Henkel Corporation, and the 29,333,328 shares of Common Stock
previously held by HCI became direct assets held by Henkel Corporation. The
merger was effected for internal organizational purposes of the The Henkel
Group. There was 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.
In connection with the merger, Henkel Corporation executed an
Agreement to be Bound, dated as of December 15, 2004, in which it agreed to be
bound by the Amended Stockholder's Agreement.
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, Chemie 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 72,629,552
shares of Common Stock owned by KGaA, Henkel Corporation and Chemie represent
approximately 28.2% of the 257,706,764 shares of Common Stock reported by Ecolab
in its Quarterly Report on Form 10-Q to be outstanding as of October 31, 2004.
Of that total, Henkel Corporation directly beneficially owns
29,333,328 shares of Common Stock (approximately 11.4% 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).
Chemie directly beneficially owns the remaining 43,359,224
shares of Common Stock (approximately 16.8% of such total). Chemie and, by
virtue of its direct control of Chemie, 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).
(c) Except for the merger of Henkel Corporation with HCI that
resulted in Henkel Corporation's acquisition of direct ownership of Common Stock
as described herein, no transactions in shares of Common Stock were effected
during the past 60 days by Chemie, 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.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
As noted above, Henkel Corporation executed an Agreement to be
Bound in which it agreed to be bound by the Amended Stockholder's Agreement. A
copy of the Agreement to be Bound is attached as Exhibit 23 to this Amendment
and is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Exhibit 23 Agreement to be Bound by Henkel Corporation dated as of
December 15, 2004.
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: January 31, 2005
Henkel KGaA
By: /s/ Thomas Gerd Kuehn
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Thomas Gerd Kuehn
Associate General Counsel
By: /s/ Heinz Nicolas
-----------------
Heinz Nicolas
Senior Corporate Counsel
Henkel Corporation
By: /s/ John E. Knudson
-------------------
John E. Knudson
President and Chief Financial and
Administrative Officer
Henkel Chemie Verwaltungsgesellschaft mbH
By: /s/ Thomas Gerd Kuehn
---------------------
Thomas Gerd Kuehn
General Manager
By: /s/ Michael J. Schmitt
----------------------
Michael J. Schmitt
Proxy Holder
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)
Exhibit 23 Agreement to be Bound by Henkel Corporation dated as of December 23
15, 2004
(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.
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.
Position with Henkel Corporation and Present
Name and Address Principal Occupation or Employment
Prof. Dr. Ulrich Lehner Chairman of the Board of Henkel Corporation;
Henkelstrasse 67 President and Chief Executive Officer and
40191 Dusseldorf Chairman of the Board of Management of KGaA
Germany
Citizen of Germany
Mr. Ramon Bacardit Cabado Director of Henkel Corporation; Corporate Vice
Henkelstrasse 67 President of KGaA (Operations/Research
40191 Dusseldorf Technologies)
Germany
Citizen of Spain
Ms. Ursula Fairchild Director of Henkel Corporation; Photographer
Henkel Corporation
The Triad, Suite 200
2200 Renaissance Boulevard
Gulph Mills, PA 19406
Citizen of Germany
Mr. Jean Fayolle Director of Henkel Corporation; Corporate Vice
Henkelstrasse 67 President of KGaA (Industrial Division
40191 Dusseldorf Technologies)
Germany
Citizen of France
Mr. Heinrich Grun Director of Henkel Corporation; Corporate Vice
Henkelstrasse 67 President of KGaA (Transportation/Electronics
40191 Dusseldorf Technologies)
Germany
Citizen of Germany
Mr. Christoph Henkel Director of Henkel Corporation; Private
Henkelstrasse 67 Investor; Vice Chairman of the Shareholders'
40191 Dusseldorf Committee of KGaA
Germany
Citizen of Germany
Mr. John E. Knudson Director, President and Chief Financial and
Henkel Corporation Administrative Officer of Henkel Corporation
The Triad, Suite 200
2200 Renaissance Boulevard
Gulph Mills, PA 19406
Mr. Alois Linder Director of Henkel Corporation; Executive Vice
Henkelstrasse 67 President-Consumer and Craftsmen Adhesives
40191 Dusseldorf of KGaA
Germany
Citizen of Austria
Mr. Dirk-Stephan Koedijk Director of Henkel Corporation; Corporate Vice
Henkelstrasse 67 President of KGaA (Human Resources Management)
40191 Dusseldorf
Germany
Citizen of The Netherlands
Dr. Lothar Steinebach Director of Henkel Corporation; Chief Financial
Henkelstrasse 67 Officer and General Counsel of KGaA
40191 Dusseldorf
Germany
Citizen of Germany
Prof. Dr. Uwe Specht Director of Henkel Corporation; Executive Vice
Henkelstrasse 67 President-Cosmetics/Toiletries of KGaA
40191 Dusseldorf
Germany
Citizen of Germany
Mr. Hans van Bylen Director of Henkel Corporation; Corporate Vice
Henkelstrasse 67 President of KGaA (Haircare/Cosmetics)
40191 Dusseldorf
Germany
Citizen of Belgium
Mr. Kenneth R. Pina Senior Vice President, Chief Legal Officer and
Henkel Corporation Secretary of Henkel Corporation
The Triad, Suite 200
2200 Renaissance Boulevard
Gulph Mills, PA 19406
Mr. James E. Ripka Vice President, Tax and Treasurer of Henkel
Henkel Corporation Corporation
The Triad, Suite 200
2200 Renaissance Boulevard
Gulph Mills, PA 19406
Mr. William B. Read Senior Vice President, Human Resources of
Henkel Corporation Henkel Corporation
The Triad, Suite 200
2200 Renaissance Boulevard
Gulph Mills, PA 19406
Mr. Raymond Alfisi Vice President, Information Technology of
Henkel Corporation Henkel Corporation
The Triad, Suite 200
2200 Renaissance Boulevard
Gulph Mills, PA 19406
Mr. Jeffrey C. Piccolomini Vice President, Finance of Henkel Corporation
Henkel Corporation
The Triad, Suite 200
2200 Renaissance Boulevard
Gulph Mills, PA 19406
Mr. Daniel J. Corcoran Assistant Treasurer of Henkel Corporation
Henkel Corporation
The Triad, Suite 200
2200 Renaissance Boulevard
Gulph Mills, PA 19406
Mr. Gregory Gaglione Assistant Secretary of Henkel Corporation
Henkel Corporation
The Triad, Suite 200
2200 Renaissance Boulevard
Gulph Mills, PA 19406
Ms. Christel Emerson Assistant Secretary of Henkel Corporation
Henkel Corporation
The Triad, Suite 200
2200 Renaissance Boulevard
Gulph Mills, PA 19406
Mr. Stephen D. Harper Assistant Secretary of Henkel Corporation
Henkel Corporation
The Triad, Suite 200
2200 Renaissance Boulevard
Gulph Mills, PA 19406
Mr. Thomas H. Parr President, Schwarzkopf & Henkel Division of
Henkel Corporation Henkel Corporation
The Triad, Suite 200
2200 Renaissance Boulevard
Gulph Mills, PA 19406
Mr. Julian Colquitt President, Henkel Structural and Packaging
Henkel Corporation Adhesives Division of Henkel Corporation
1001 Trout Brook Crossing
Rocky Hill, CT 06067
Mr. John M. Kahl Chief Executive Officer, Henkel Consumer
32150 Just Imagine Drive Adhesives, Inc.
Avon, Ohio 44011-1355
Mr. Gerald E. Kohlsmith President, Henkel Surface Technologies Division
Henkel Corporation of Henkel Corporation
The Triad, Suite 200
2200 Renaissance Boulevard
Gulph Mills, PA 19406
Officers and Directors of Henkel KGaA
The following table sets forth the name, business address (except as
noted), 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 Dr. Morwind, who are
citizens of the Republic of Austria, and Mr. Vuursteen, who is a citizen of The
Netherlands.
Name and Address Present Principal Occupation or
Employment
Supervisory Board:
Mr. Albrecht Woeste Owner of R. Woeste GmbH & Co. KG and
Henkelstrasse 67 Chairman of the Supervisory Board and
40191 Dusseldorf Chairman of the Shareholders'
Germany Committee of KGaA
Mr. Winfried Zander Vice Chairman of the Supervisory
Henkelstrasse 67 Board and Chairman of the Works
40191 Dusseldorf Council of KGaA
Germany
Dr. Simone Bagel-Trah Private Investor
Rheinallee 103
40545 Dusseldorf
Germany
Mr. Hans Dietrichs Chairman of the Works Council of
Ziegeleistrasse 56 Henkel Genthin GmbH
39307 Genthin
Germany
Mr. Benedikt-Joachim Freiherr von Herman Forester
Obere Dorfstrasse 1
88489 Wain
Germany
Mr. Bernd Hinz Vice Chairman of the Works Council
Rheinstrasse 48 of KGaA
51371 Leverkusen
Germany
Prof. Dr. Dr. h.c. Heribert Meffert Professor at the University of
Potstiege 56 Munster and Former Director of the
48161 Munster Institute for Marketing; Chairman of
Germany the Executive Board of the
Bertelsmann Foundation
Mrs. Andrea Pichottka Head of Organization/Marketing
Konigsworther Platz 6 Department of IG Bergbau, Chemie,
30167 Hannover Energie (German Mining, Chemicals and
Germany Energy Trade Union)
Prof. Dr. Dr. h.c. Heinz Riesenhuber Former Federal Minister for Research
Bundesforschungsminister a.D. and Technology
Deutscher Bundestag
Platz der Republik 1
11011 Berlin
Germany
Mr. Heinrich Thorbecke Private Investor
Wolfgangweg 17
CH-9014 St. Gallen
Switzerland
Mr. Michael Vassiliadis Member of the Executive Committee of
Konigsworther Platz 6 IG Bergbau, Chemie, Energie (German
30167 Hannover Mining, Chemicals and Energy Trade
Germany Union)
Mr. Bernhard Walter Former Chairman of the Board of
60301 Frankfurt Managing Directors of Dresdner
Germany Bank AG
Mrs. Brigitte Weber Member of the Works Council of KGaA
Pestalozzistrasse 12
40764 Langenfeld
Germany
Mr. Werner Wenning Chairman of the Executive Board of
51368 Leverkusen Bayer AG
Germany
Dr. Anneliese Wilsch-Irrgang Chairman of the Management Personnel
Flotowstrasse 2a Representatives of KGaA
40593 Dusseldorf
Germany
Mr. Rolf Zimmermann Member of the Works Council of KGaA
Halbuschstrasse 122
40591 Dusseldorf
Germany
Board of Management:
Prof. Dr. Ulrich Lehner President and Chief Executive Officer
Henkelstrasse 67 and Chairman of the Board of
40191 Dusseldorf Management of KGaA
Germany
Dr. Jochen Krautter Executive Vice President-Technologies
Henkelstrasse 67 of KGaA
40191 Dusseldorf
Germany
Mr. Alois Linder Executive Vice President-Consumer and
Henkelstrasse 67 Craftsmen Adhesives of KGaA
40191 Dusseldorf
Germany
Dr. Klaus Morwind Executive Vice President-Laundry &
Henkelstrasse 67 Home Care of KGaA
40191 Dusseldorf
Germany
Prof. Dr. Uwe Specht Executive Vice President- Cosmetics/
Henkelstrasse 67 Toiletries of KGaA
40191 Dusseldorf
Germany
Dr. Lothar Steinebach Chief Financial Officer and General
Henkelstrasse 67 Counsel of KGaA
40191 Dusseldorf
Germany
Mr. Knut Weinke Executive Vice President-Human
Henkelstrasse 67 Resources/Logistics of KGaA
40191 Dusseldorf
Germany
Shareholders' Committee:
Mr. Albrecht Woeste Owner of R. Woeste GmbH & Co. KG and
Henkelstrasse 67 Chairman of the Supervisory Board and
40191 Dusseldorf Chairman of the Shareholders'
Germany Committee of KGaA
Dr. Paul Achleitner Member of the Board of Allianz AG
Konigsstrasse 28
80802 Munchen
Germany
Mr. Stefan Hamelmann Vice Chairman of the Shareholders'
Hebbelstrasse 13 Committee of KGaA; Private Investor
40237 Dusseldorf
Germany
Dr. h.c. Ulrich Hartmann Former President and Chief Executive
Bennigsenplatz 1 Officer of E.ON AG
40474 Dusseldorf
Germany
Christoph Henkel Independent Entrepreneur and Business
Henkelstrasse 67 Executive; ViceChairman of the
40191 Dusseldorf Shareholders' Committee of KGaA
Germany
Mr. Burkhard Schmidt Managing Director of Jahr Holding
Stubbenhuk 7 GmbH & Co KG
20459 Hamburg
Germany
Mr. Konstantin von Unger Founding Partner, Blue Corporate
45 Holland Park Finance
London W11 3RP
England
Mr. Karel Vuursteen Former Chairman of the Board of
Dijsselhofplantsoen 10 Management of Heineken Holding N.V.
NL-1077 BL Amsterdam
The Netherlands
Dr. Hans-Dietrich Winkhaus Former President and Chief Executive
Henkelstrasse 67 Officer of KGaA
40191 Dusseldorf
Germany
Officers and Directors of Henkel Chemie Verwaltungsgesellschaft mbH
The following table sets forth the name, business address, and position
with Chemie and present principal occupation of each director, executive officer
and controlling person of Chemie. Each individual listed below is a citizen of
Germany.
Name and Address Present Principal Occupation or Employment
Thomas Gerd Kuehn Associate General Counsel of KGaA; General
Henkelstrasse 67 Manager of Chemie
40191 Dusseldorf
Germany
Dr. Matthias Schmidt Vice President, Accounting of KGaA; General
Henkelstrasse 67 Manager of Chemie
40191 Dusseldorf
Germany
Dr. Michael J. Schmitt Corporate Counsel of KGaA; Proxy Holder of
Henkelstrasse 67 Chemie
40191 Dusseldorf
Germany