ECOLAB INC. — Major Shareholding Notification 2004

Aug 3, 2004

SC 13D/A 1 a04-8658_1sc13da.htm SC 13D/A

| UNITED
STATES |
| --- |
| SECURITIES
AND EXCHANGE COMMISSION |
| Washington,
D.C. 20549 |
| SCHEDULE
13D/A |

Under the Securities Exchange Act of 1934 (Amendment No. 1)*

*ALCIDE CORPORATION*

(Name of Issuer)

*Common Stock, $0.01 Par Value*

(Title of Class of Securities)

*013742507*

(CUSIP Number)

*Lawrence T. Bell, Esq. Senior Vice President, General Counsel and Secretary Ecolab Inc. 370 Wabasha Street North St. Paul, Minnesota 55102 (651) 293-2981*

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

*July 30, 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 that 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 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 (“Act”) 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).

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| CUSIP
No. 013742507 — 1. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) Ecolab Inc. 41-0231510 | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | o |
| 3. | SEC
Use Only | |
| 4. | Source
of Funds (See Instructions) OO | |
| 5. | Check 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 100 |
| | 8. | Shared
Voting Power 0 |
| | 9. | Sole
Dispositive Power 100 |
| | 10. | Shared Dispositive Power 0 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 100 | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o | |
| 13. | Percent
of Class Represented by Amount in Row (11) 100% | |
| 14. | Type of Reporting Person
(See Instructions) CO | |

2

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Item 1.	Security and Issuer
	This
Amendment No. 1 to the initial Statement on Schedule 13D originally filed by
Ecolab Inc., a Delaware corporation (“Ecolab”), on March 19, 2004 relates to
the common stock, par value $0.01 per share, of Alcide Corporation, a
Delaware corporation (“Alcide”). On
July 30, 2004, Bessy Acquisition Inc., a Delaware corporation and a wholly
owned subsidiary of Ecolab, was merged with and into Alcide. This Amendment No. 1 includes only
information that has changed since the filing of the initial Statement.
Item 2.	Identity and Background
	See initial Statement on Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	The
securities were acquired in connection with the closing, on July 30, 2004, of
the transactions contemplated by an Agreement and Plan of Merger, dated as of
March 11, 2004 (the “Merger Agreement”), among Ecolab, Bessy Acquisition Inc.
and Alcide. Effective upon the
closing, each issued and outstanding share of Alcide common stock, other than
shares in treasury, was converted into the right to receive 0.6744 of a share
of Ecolab common stock and cash in lieu of fractional shares at the rate of
$31.14 per share.
Item 4.	Purpose of Transaction
	(a) – (b) As
described in Item 3 above, this statement relates to the merger of Bessy
Acquisition Inc. with and into Alcide in a statutory merger pursuant to the
Delaware General Corporation Law statute and the Merger Agreement (such
transaction, the “Merger”). Upon consummation of the Merger, the separate
existence of Bessy Acquisition Inc. ceased, and Alcide became a wholly owned
subsidiary of Ecolab. Holders of outstanding Alcide common stock received the
consideration specified in Item 3 in exchange for each share of Alcide common
stock held by them.
	Pursuant to the Merger Agreement, at the effective
time of the Merger the number of issued and outstanding shares of Alcide
common stock was reduced to 100 shares, all of which were owned by Ecolab.
	(c) Not applicable.
	(d) Upon
consummation of the Merger, the directors of Bessy Acquisition Inc.
immediately prior to the Merger became the directors of Alcide, each to hold
office in accordance with Alcide’s Certificate of Incorporation and By-laws
of Alcide as the surviving corporation in the Merger.
	(e) Other than as a result of the
Merger described in Item 3 above, not applicable.
	(f) Not applicable.
	(g) By
virtue of the Merger, the Certificate of Incorporation of Bessy Acquisition
Inc. became the Certificate of Incorporation of Alcide until amended in
accordance with such Certificate of Incorporation and Delaware Law. The Bylaws of Bessy Acquisition Inc. in
effect immediately prior to the effective time of the Merger became the
Bylaws of Alcide, until amended in accordance with such Bylaws, Alcide’s
Certificate of Incorporation and Delaware Law.
	(h)-(i) Upon
consummation of the Merger, Alcide’s common stock was de-listed from the
Nasdaq National Market, and a Form 15 was filed with the Securities Exchange
Commission seeking termination of its registration under the Exchange Act.
	(j) Not applicable.
Item 5.	Interest in Securities of the Issuer
	(a)-(c) As
a result of the Merger, Ecolab owns 100 shares, representing 100% of the
issued and outstanding common stock of Alcide, and has sole power to vote and
dispose of such shares. Except as
described in this Amendment No. 1, none of the persons listed in Item 2 of
the initial Statement on Schedule 13D beneficially owns any shares of Alcide
common stock. Except as described in
this Amendment No. 1, neither Ecolab nor, to the best knowledge of Ecolab,
any of the persons listed in Item 2 of the initial Statement on Schedule 13D
has effected any transactions in Alcide common stock during the sixty days
immediately preceding this Amendment.
	(d)-(e) Not
applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
	See
initial Statement on Schedule 13D.
Item 7.	Material to Be Filed as Exhibits
	See
initial Statement on Schedule 13D.

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| August
3, 2004 |
| --- |
| Date |
| /s/ Timothy P. Dordell |
| Signature |
| Timothy P. Dordell/Assistant Secretary |
| Name/Title |

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