ECOLAB INC. — Major Shareholding Notification 2004

Mar 19, 2004

SC 13D 1 a04-3651_1sc13d.htm SC 13D

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

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

*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)

*March 11, 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(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 (“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 0 |
| | 8. | Shared Voting Power 748,246 (1) (see Items 4 and 5) |
| | 9. | Sole Dispositive Power 0 |
| | 10. | Shared Dispositive Power 0 |
| 11. | Aggregate Amount Beneficially Owned by Each
Reporting Person 748,246 (1) (see Items 4 and 5) | |
| 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) 26.3% (1) (see Items 4 and 5) | |
| 14. | Type of Reporting Person (See Instructions) CO | |

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(1) Includes 143,414 shares of common stock not outstanding but which may be issued upon exercise of options subject to the Stockholder Agreements between Ecolab and certain stockholders of Alcide Corporation (described below)

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Item 1.	Security and Issuer
This Statement on Schedule 13D relates to the
common stock, par value $0.01 per share, of Alcide Corporation, a Delaware
corporation. The address of the
principal executive offices of Alcide Corporation is 8561 154th Avenue North East, Redmond, Washington 98052.
Item 2.	Identity and Background
This statement is being filed by Ecolab Inc., a
Delaware corporation (“Ecolab”).
Ecolab’s principal business consists of developing and marketing
premium cleaning, sanitizing, pest elimination, maintenance and repair
products, systems and services for the hospitality, foodservice,
institutional and industrial markets.
Ecolab’s principal business address is 370 Wabasha Street North, St.
Paul, Minnesota 55102.
Set forth on Schedule A is the name of each of
the directors and executive officers of Ecolab along with the present
principal occupation or employment of such directors and executive officers
and the name, principal business and address of any corporation or other
organization in which such employment is conducted and the citizenship of
each such individual, as of the date hereof to Ecolab’s knowledge. Schedule A also contains the name,
place of organization, principal business and address of principal offices
with respect to certain stockholders of Ecolab who may be deemed to be a
controlling person of Ecolab, as of the date hereof to Ecolab’s knowledge.
During the last five years, neither Ecolab nor, to
the knowledge of Ecolab, any party named in Schedule A hereto has been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors). During the last five
years, neither Ecolab nor, to the knowledge of Ecolab, any party named in
Schedule A hereto was 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 3.	Source and Amount of Funds or Other
Consideration
Pursuant to an Agreement and Plan of Merger,
including all exhibits and schedules thereto, dated as of March 11, 2004
(the “Merger Agreement”), among Ecolab, Bessy Acquisition Inc., a Delaware corporation
and a wholly owned subsidiary of Ecolab (“Merger Sub”), and Alcide
Corporation and, subject to the conditions set forth therein, Merger Sub will
merge with and into Alcide Corporation and Alcide Corporation will become a
wholly owned subsidiary of Ecolab (such events constituting the “Merger”).
Once the Merger is consummated, Merger Sub will cease to exist as a
corporation and all of the business, assets, liabilities and obligations of
Merger Sub will be merged into Alcide Corporation with Alcide Corporation
remaining as the surviving corporation (the “Surviving Corporation”).
As a result of the Merger, each outstanding share of
Alcide Corporation common stock will be converted into the right to receive
$21.00 to be paid in Ecolab shares of common stock based on a formula of
Ecolab’s closing price prior to the effective date of the Merger. In
addition, upon

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| consummation of the Merger, all outstanding Alcide
Corporation options to purchase Alcide Corporation common stock will be
treated as provided for in the Merger Agreement. | |
| --- | --- |
| The foregoing summary of the Merger is qualified in
its entirety by reference to the Merger Agreement that was filed as an
exhibit to Alcide Corporation’s Current Report on Form 8-K, filed
March 12, 2004, and is incorporated herein in its entirety by this
reference. | |
| Item 4. | Purpose of Transaction |
| The purpose of the acquisition of securities of
Alcide Corporation is to enhance Ecolab’s competitive position in the dairy,
health care and food processing markets. | |
| (a) - (b) | As described in Item 3
above, this statement relates to the Merger of Merger Sub with and into
Alcide Corporation in a statutory merger pursuant to the Delaware General
Corporation Law statute. Upon consummation of the Merger, the separate
existence of Merger Sub will cease and Alcide Corporation will continue as
the Surviving Corporation as a wholly owned subsidiary of Ecolab. Holders of
outstanding Alcide Corporation common stock will receive, in exchange for
each share of Alcide Corporation common stock held by them, $21.00 per share to be paid in Ecolab
shares of common stock based on a formula of Ecolab’s closing price prior to
the effective date of the Merger. In addition, Alcide Corporation options
outstanding as of the closing date of the Merger will be treated as provided
for in the Merger Agreement. |
| | As a condition to Ecolab entering into the Merger
Agreement, each of the individuals set forth on Schedule B
(collectively, the “Stockholders”), entered into an Agreement to Facilitate
Merger (the “Stockholder Agreement(s)”), dated as of March 11, 2004,
with Ecolab. Each Stockholder has agreed to vote his, her or its shares, as
the case may be, of Alcide Corporation common stock, and any and all options,
warrants and other rights to acquire shares of Alcide Corporation common
stock in favor of adoption of the Merger Agreement and approval of the
Merger. Each Stockholder’s obligation to vote in this manner applies whether
or not the Alcide Corporation board of directors continues to recommend the
Merger to Alcide Corporation stockholders. The Stockholders have the right,
as of March 11, 2004, to vote a total of 748,246 shares of Alcide
Corporation common stock, or approximately 26.3% of the outstanding shares of
Alcide Corporation common stock as of such date, including 143,414 shares of
common stock not outstanding but which may be issued upon exercise of options
subject to the Stockholder Agreements. Each Stockholder has also granted to
certain representatives of Ecolab an irrevocable proxy to vote the shares of
Alcide Corporation common stock owned by such Stockholder. The foregoing
summary of the Stockholder Agreement is qualified in its entirety by
reference to the copy of the Stockholder Agreement included as Exhibit 1 to
this Schedule 13D and incorporated herein in its entirety by this
reference. |
| | In exercising its right to vote the shares of Alcide
Corporation common stock as lawful attorney and proxy of the Stockholders,
Ecolab will be limited, at every Alcide Corporation stockholders meeting and
every written consent in lieu of such meeting, to vote the shares in favor of
approval of the Merger and the Merger Agreement and any matter that could
reasonably be expected to facilitate the Merger. The Stockholders |

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| | may vote the shares on all other matters. The
Stockholder Agreement terminates upon the earlier to occur of (i) such date
and time as the Merger shall become effective and (ii) the date of
termination of the Merger Agreement, each in accordance with the terms and
provisions of the Merger Agreement. |
| --- | --- |
| | Pursuant to the Stockholder Agreements, each of the
Stockholders has also agreed, among other things, not to offer, sell, assign,
pledge, encumber, grant any option to purchase, or otherwise dispose of any
shares of Alcide Corporation common stock or any options or warrants to
purchase any shares of Alcide Corporation common stock or any securities
convertible into, exchangeable for or that represent the right to receive
shares of Alcide Corporation common stock. The foregoing summary of the
Stockholder Agreement is qualified in its entirety by reference to the copy
of the Stockholder Agreement included as Exhibit 1 to this Schedule 13D
and incorporated herein in its entirety by this reference. |
| (c) | Not applicable. |
| (d) | It is anticipated that, upon consummation of the
Merger, the directors of Merger Sub immediately prior to the Merger shall be
the initial directors of the Surviving Corporation, each to hold office in
accordance with the Certificate of Incorporation and By-laws of the Surviving
Corporation. |
| (e) | Other than as a result of the Merger described in
Item 3 above, not applicable. |
| (f) | Not applicable. |
| (g) | The Certificate of Incorporation of Merger Sub
shall, by virtue of the Merger, become and thereafter be the Certificate of
Incorporation of the Surviving Corporation until amended in accordance with
such Certificate of Incorporation and Delaware Law. The Bylaws of Merger Sub in effect immediately prior to the
effective time of the Merger shall be the Bylaws of the Surviving
Corporation, until amended in accordance with such Bylaws, the Amended and
Restated Certificate of Incorporation and Delaware Law. |
| (h)-(i) | If the Merger is consummated as planned, Alcide
Corporation common stock will be delisted from the Nasdaq National Market and
deregistered under the Exchange Act. |
| (j) | Other than as described
above, Ecolab currently has no plans or proposals which relate to, or may
result in, any of the matters listed in Item 4(a)-(i) of Schedule 13D
(although Ecolab reserves the right to develop such plans). |

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| Item 5. | Interest in Securities of the
Issuer |
| --- | --- |
| (a)-(b) | As a result of the Stockholder Agreements, Ecolab
may be deemed to be the beneficial owner of 748,246 shares of Alcide
Corporation common stock. Such Alcide Corporation common stock constitutes
approximately 26.3% of the issued and outstanding shares of Alcide
Corporation common stock as of March 11, 2004, including 143,414 shares
of common stock not outstanding but which may be issued upon exercise of
options subject to the Stockholder Agreements. |
| | Each Stockholder has granted to certain
representatives of Ecolab an irrevocable proxy to vote the shares of Alcide
Corporation common stock owned by such Stockholder. In exercising its right to vote the shares of Alcide
Corporation common stock as lawful attorney and proxy of the Stockholders,
Ecolab will be limited, at every Alcide Corporation stockholders meeting and
every written consent in lieu of such meeting, to vote the shares in favor of
approval of the Merger and the Merger Agreement and any matter that could
reasonably be expected to facilitate the Merger. The Stockholders may vote
the shares on all other matters. The
description of the Stockholder Agreements in Item 4 is hereby incorporated by
reference. Nothing herein shall be
deemed an admission by Ecolab as to the beneficial ownership of any Alcide
Corporation common stock, and Ecolab expressly disclaims beneficial of all
Alcide Corporation common stock except to the extent described above. |
| (c)-(e) | Not applicable. |
| Item 6. | Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer |
| Other than the Merger Agreement and the Stockholder
Agreements, to the best knowledge of Ecolab, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons or entities listed in Item 2 and between such person or entity and
any person or entity with respect to any securities of Alcide Corporation,
including but not limited to transfer or voting of any of the securities,
finder’s fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or
withholding of proxies. | |
| Item 7. | Material to Be Filed as Exhibits |

Exhibit No.	Description
1	Form of Agreement to Facilitate Merger, dated as of
March 11, 2004, by and among Ecolab and each of the Stockholders listed
on Schedule B, filed as Exhibit (99.2) to Alcide Corporation’s Current
Report on Form 8-K, dated March 11, 2004, and is incorporated by
reference herein.
2	Agreement and Plan of Merger, dated as of
March 11, 2004, by and among Ecolab, Merger Sub and Alcide Corporation,
filed as Exhibit (99.1) to Alcide Corporation’s Current Report on Form 8-K,
dated March 11, 2004, and is incorporated by reference herein.

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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.

ECOLAB INC. — By:
Timothy P. Dordell
Assistant Secretary

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*Exhibit Index*

Exhibit No.	Description
1	Form of Agreement to Facilitate Merger, dated as of March 11,
2004, by and among Ecolab and each of the Stockholders listed on
Schedule B, filed as Exhibit (99.2) to Alcide Corporation’s Current
Report on Form 8-K, dated March 11, 2004, and is incorporated by
reference herein.
2	Agreement and Plan of Merger, dated as of March 11, 2004, by and
among Ecolab, Merger Sub and Alcide Corporation, filed as Exhibit (99.1) to
Alcide Corporation’s Current Report on Form 8-K, dated March 11, 2004,
and is incorporated by reference herein.

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*Schedule A*

*Ecolab Inc.*

The name, present principal occupation or employment and country of citizenship of each director and executive officer of Ecolab is set forth below. In addition, the name, place of organization, principal business, and address of the principal office of certain stockholders of Ecolab who may be deemed to be a controlling person of Ecolab is set forth below.

*Directors*

| Name/Present Principal Occupation or Employment | Business
Address | Country of Citizenship |
| --- | --- | --- |
| Douglas M. Baker, Jr. President and Chief Operating Officer of Ecolab Inc. | Ecolab Inc. 370 Wabasha Street North St. Paul, Minnesota 55102 | U.S.A. |
| Leslie S. Biller Retired
Vice Chairman and Chief Operating Officer of Wells Fargo & Company | 10877 Wilshire
Boulevard, 17 th Floor Los Angeles, CA 90024 | U.S.A. |
| Richard U. De Schutter Retired Chairman and Chief Executive Officer of
DuPont Pharmaceutical Company | L. B. Gemini, Inc. 1033 Skokie Boulevard, Suite 650 Northbrook, IL 60062 | U.S.A. |
| Jerry A. Grundhofer Chairman,
President and Chief Executive Officer of U.S. Bancorp | U.S. Bancorp 800 Nicollet Mall, 23 rd Floor Minneapolis, MN 55402-4302 | U.S.A. |
| Stefan Hamelmann Owner
of Franz Hamelmann Baugesellschaft GmbH and Franz Hamelmann Projekt GmbH | Henkel KGaA Henkelstrasse 67 40191 Düsseldorf, Germany | Germany |
| James J. Howard Chairman
Emeritus of Xcel Energy Inc. | Xcel Energy Inc. 3000 U.S. Bancorp Center 800 Nicollet Mall Minneapolis, MN 55402 | U.S.A. |
| William L. Jews President
and Chief Executive Officer of CareFirst, Inc. | CareFirst, Inc. 10455 Mill Run Circle Owings Mills, MD 21117 | U.S.A. |
| Joel W. Johnson Chairman
of the Board, President and Chief Executive Officer of Hormel Foods
Corporation | Hormel Foods
Corporation 1 Hormel Place Austin, MN 55912-3680 | U.S.A. |
| Jochen Krautter Executive
Vice President of Henkel KGaA | Henkel KGaA Henkelstrasse 67 40191 Düsseldorf, Germany | Germany |
| Ulrich Lehner President
and Chief Executive Officer of Henkel KGaA | Henkel KGaA Henkelstrasse 67 40191 Düsseldorf, Germany | Germany |

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| Name/Present Principal Occupation or Employment | Business
Address | Country of Citizenship |
| --- | --- | --- |
| Jerry W. Levin Chairman
and Chief Executive Officer of American Household, Inc. | American
Household, Inc. 2381 Executive Center Drive Boca Raton, FL 33431 | U.S.A. |
| Robert L. Lumpkins Vice
Chairman and Chief Financial Officer of Cargill, Inc. | Cargill, Inc. 15615 McGinty Road West Wayzata, MN 55391-2398 | U.S.A. |
| Beth M. Pritchard President
and Chief Executive Officer of Organized Living, Inc. | Organized Living,
Inc. 9851 Lackman Road Lenexa, KS 66219 | U.S.A. |
| Allan L. Schuman Chairman
of the Board and Chief Executive Officer of Ecolab | Ecolab Inc. 370 Wabasha Street North St. Paul, Minnesota 55102 | U.S.A. |

*Executive Officers Who Are Not Directors*

| Name/Present Principal Occupation or Employment | Business
Address | Country of Citizenship |
| --- | --- | --- |
| L. T. Bell Senior Vice President-Law, General Counsel and
Secretary | Ecolab Inc. 370 Wabasha Street North St. Paul, Minnesota 55102 | U.S.A. |
| S. L. Fritze Executive Vice President and Chief Financial Officer | Ecolab Inc. 370 Wabasha Street North St. Paul, Minnesota 55102 | U.S.A. |
| T. W. Handley Executive Vice President-Specialty Sector | Ecolab Inc. 370 Wabasha Street North St. Paul, Minnesota 55102 | U.S.A. |
| L. Iannuzzi Executive Vice President - Europe, Africa and Middle East | Ecolab Inc. 370 Wabasha Street North St. Paul, Minnesota 55102 | Italy |
| D. D. Lewis Senior Vice President - Human Resources | Ecolab Inc. 370 Wabasha Street North St. Paul, Minnesota 55102 | U.S.A. |
| J. A. Miller Executive Vice President - Institutional Sector
North America | Ecolab Inc. 370 Wabasha Street North St. Paul, Minnesota 55102 | U.S.A. |
| S. K. Nestegard Vice President-Research, Development and Engineering and Chief Technical
Officer | Ecolab Inc. 370 Wabasha Street North St. Paul, Minnesota 55102 | U.S.A. |
| S. D. Newlin President-Industrial Sector | Ecolab Inc. 370 Wabasha Street North St. Paul, Minnesota 55102 | U.S.A. |

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| Name/Present Principal Occupation or Employment | Business
Address | Country of Citizenship |
| --- | --- | --- |
| M. Nisita Senior Vice President - Global Operations | Ecolab Inc. 370 Wabasha Street North St. Paul, Minnesota 55102 | U.S.A. |
| D. J. Schmechel Vice President and Controller | Ecolab Inc. 370 Wabasha Street North St. Paul, Minnesota 55102 | U.S.A. |
| J. P. Spooner President - International | Ecolab Inc. 370 Wabasha Street North St. Paul, Minnesota 55102 | U.S.A. |

*Controlling Persons*

| Name/Present Principal Occupation or Employment | Business
Address | Country of
Organization |
| --- | --- | --- |
| Henkel Chemie VmbH | Henkelstrasse 67 Postfach 1100 40191 Düsseldorf Germany | Germany |
| HC Investments,
Inc. | 1105 North Market Street Suite 1300 Wilmington, DE 19899 | U.S. |

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*Schedule B*

| Stockholder | Number of
Shares Beneficially Owned | |
| --- | --- | --- |
| John Richards | 67,456 | (1) |
| Loeb Investors Co. V | 201,946 | |
| Loeb Investors Co. 105 | 26,964 | |
| Loeb Partners Corp. | 61,154 | |
| Thomas L. Kempner | 491,135 | (2) |
| Thomas L. Kempner 401 (k) | 3,000 | |
| CML Trust FBO Thomas Kempner | 79,770 | |
| CML Trust FBO Alan H. Kempner Jr. | 63,773 | |
| 5/19/64 Trust FBO Alan Kempner, Jr.
Children | 9,967 | |
| 5/19/64 Trust FBO Thomas Kempner Children | 5,781 | |
| Kempner Foundation | 800 | |
| Nan Kempner | 3,478 | |
| Estate of Margaret L. Kempner | 2,793 | |
| James Winter | 6,550 | (3) |
| Kere Kemp | 42,440 | (4) |
| Joseph A. Sasenick | 102,472 | (5) |
| William G. Spears | 33,539 | (6) |
| Charles Baker | 4,654 | (7) |
| Total: | 748,246 | |

(1) Includes 40,800 shares issuable upon the exercise of options.

(2) 31,709 shares are held by Mr. Kempner individually. 201,946 shares of Common Stock are held by Loeb Investors Company V and 26,964 shares are held by Loeb Investors Company 105, for which entities Mr. Kempner serves as Managing Partner. 230,516 shares are held in family trusts and other entities for which Mr. Kempner serves as either a trustee or has shared voting and dispositive power. These trusts and entities include Loeb Partners Corp., Thomas L. Kempner 401 (k), CML Trust FBO Thomas Kempner, CML Trust FBO Alan H. Kempner Jr., 5/19/64 Trust FBO Alan Kempner, Jr. Children, 5/19/64 Trust FBO Thomas Kempner Children, Kempner Foundation, Nan Kempner and the Estate of Margaret L. Kempner.

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(3) Includes 6,200 shares issuable upon the exercise of options.

(4) Includes 33,800 shares issuable upon the exercise of options.

(5) Includes 46,000 shares issuable upon the exercise of options.

(6) Includes 11,960 shares issuable upon the exercise of options.

(7) Includes 4,654 shares issuable upon the exercise of options.

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