SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Isomedix Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
464890102
(Cusip Number)
W. Robert Cotham
201 Main Street, Suite 2600
Fort Worth, Texas 76102
(817) 390-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 27, 1995
(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 Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [ ].
*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).
**The total number of shares reported herein is 465,200 shares, which
constitutes approximately 6.7% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 6,982,628 shares
outstanding.
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1. Name of Reporting Person:
The Bass Management Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00-Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 155,050(1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 155,050(1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
155,050
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.2%
14. Type of Reporting Person: 00-Trust
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(1) Power is exercised through its sole trustee and one of its two trustors,
Perry R. Bass
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1. Name of Reporting Person:
Perry R. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 155,050 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 155,050 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
155,050 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.2%
14. Type of Reporting Person: IN
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(1) Solely in his capacities as sole trustee and as one of two trustors of
The Bass Management Trust.
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1. Name of Reporting Person:
Nancy L. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
155,050 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.2%
14. Type of Reporting Person: IN
- ------------
(1) Solely in her capacity as one of two trustors of The Bass Management
Trust.
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1. Name of Reporting Person:
Lee M. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 155,050
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 155,050
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
155,050
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.2%
14. Type of Reporting Person: IN
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1. Name of Reporting Person:
Sid R. Bass Management Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00-Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 155,100(1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 155,100 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
155,100
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.2%
14. Type of Reporting Person: 00-Trust
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(1) Power is exercised through one of its trustees and its sole trustor, Sid
R. Bass.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Sid R. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 155,100(1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 155,100 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
155,100 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.2%
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as a trustee and the sole trustor of Sid R. Bass
Management Trust and by virtue of his power to revoke same.
<PAGE>
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Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby amend their Schedule 13D Statement dated September 20,
1994 (the "Schedule 13D"), relating to the Common Stock, par value $.01 per
share, of Isomedix Inc. Unless otherwise indicated, all defined terms used
herein shall have the same meanings respectively ascribed to them in the
Schedule 13D. Pursuant to Item 101(a)(2)(ii) of Regulation S-T, this filing
includes an amended and restated composite of all paper filings to date made
by the Reporting Persons (as hereinafter defined) on Schedule 13D with respect
to such securities.
Item 1. SECURITY AND ISSUER.
This statement relates to the shares of Common Stock, par value $.01 per
share (the "Stock"), of Isomedix Inc. (the "Issuer"). The principal executive
offices of the Issuer are located at 11 Apollo Drive, Whippany, New Jersey,
07981.
Item 2. IDENTITY AND BACKGROUND.
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended
(the "Act"), the undersigned hereby file this Schedule 13D Statement on behalf
of The Bass Management Trust ("BMT"), Perry R. Bass ("PRB"), Nancy L. Bass
("NLB"), Lee M. Bass ("LMB"), Sid R. Bass Management Trust ("SRBMT") and Sid
R. Bass ("SRB"). BMT, PRB, NLB, LMB, SRBMT and SRB are sometimes hereinafter
referred to as the "Reporting Persons." The Reporting Persons are making this
single, joint filing because they may be deemed to constitute a "group" within
the meaning of Section 13(d)(3) of the Act, although neither the fact of this
filing nor anything contained herein shall be deemed to be an admission by the
Reporting Persons that a group exists.
(b) - (c)
BMT
BMT is a revocable grantor trust established pursuant to the Texas Trust
Act. The principal business address of BMT, which also serves as its
principal office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102.
Pursuant to Instruction C to Schedule 13D of the Act, information with respect
to PRB, one of the trustors and the sole trustee of BMT, and NLB, the other
trustor of BMT, is set forth below.
PRB
PRB's business address is 201 Main Street, Suite 2700, Fort Worth, Texas
76102, and his present principal occupation or employment at such address is
serving as President of Perry R. Bass, Inc. ("PRB, Inc.").
PRB, Inc. is a Texas corporation, the principal business of which is
ranching and the exploration for and production of hydrocarbons. The
principal business address of PRB, Inc., which also serves as its principal
office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102.
NLB
NLB's residence address is 45 Westover Road, Fort Worth Texas 76107, and
she is not presently employed. NLB is the other trustor of BMT.
LMB
LMB's principal occupation or employment is serving as President of Lee
M. Bass, Inc. ("LMB, Inc."). LMB's business address is 201 Main Street, Suite
2700, Fort Worth, Texas 76102.
LMB, Inc. is a Texas corporation, the principal businesses of which are
the ownership and operation of oil and gas properties (through Bass
Enterprises Production Co.("BEPCO")), the ownership and operation of gas
processing plants (through various partnerships), farming and ranching,
investing in marketable securities and real estate investment and development.
The principal business address of LMB, Inc., which also serves as its
principal office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102.
BEPCO is a Texas corporation, the principal business of which is oil
exploration and drilling and producing hydrocarbons. The principal business
address of BEPCO, which also serves as its principal office, is 201 Main
Street, Suite 2700, Fort Worth, Texas 76102.
SRBMT
SRBMT is a revocable trust existing under the laws of the State of Texas.
The address of SRBMT is 201 Main Street, Suite 2700, Fort Worth, Texas 76102.
Pursuant to Instruction C to the Schedule 13D of the Act, information with
respect to two of its trustees, LMB and PRB, is set forth above. Information
with respect to its other trustee, SRB, is set forth below.
SRB
SRB's business address is 201 Main Street, Suite 2700. Fort Worth, Texas,
76102, and his present principal occupation or employment at such address is
serving as President of Sid R. Bass, Inc. ("SRB, Inc.")
SRB, Inc. is a Texas corporation, the principal businesses of which are
the ownership and operation of oil and gas properties (through BEPCO), the
ownership and operation of gas processing plants (through various
partnerships), farming and ranching, investing in marketable securities and
real estate investment and development. The principal business address of
SRB, Inc., which also serves as its principal office, is 201 Main Street,
Suite 2700, Fort Worth, Texas 76102.
(d) None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has,
during the last five years, 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.
(f) All of the natural persons identified in this Item 2 are citizens of
the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of the funds used by the Reporting Persons to
purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
BMT Trust Funds(1) $2,656,723.18(3)
PRB Not Applicable Not Applicable
NLB Not Applicable Not Applicable
LMB Personal Funds(2) $2,656,710.68(4)
SRBMT Trust Funds(1) $2,655,547.39(5)
SRB Not Applicable Not Applicable
(1) As used herein, the term "Trust Funds" includes income from the
various investments of the trust plus sums borrowed from banks and brokerage
firm margin accounts for general purposes. None of the funds reported herein
as "Trust Funds" were borrowed or otherwise obtained for the specific purpose
of acquiring, handling, trading or voting the Stock.
(2) As used herein, the term "Personal Funds" may include sums borrowed
from banks and brokerage firm margin accounts, none of which were borrowed or
otherwise obtained for the specific purpose of acquiring, handling, trading or
voting the Stock.
(3) This figure represents the total amount expended by BMT for all
purchases of shares of the Stock, without subtracting sales. Therefore such
figure does not accurately reflect BMT's current net investment in shares of
the Stock. The aggregate current net investment of BMT in shares of the Stock
is $2,607,980.18.
(4) This figure represents the total amount expended by LMB for all
purchases of shares of the Stock, without subtracting sales. Therefore such
figure does not accurately reflect LMB's current net investment in shares of
the Stock. The aggregate current net investment of LMB in shares of the Stock
is $2,607,967.68.
(5) This figure represents the total amount expended by SRBMT for all
purchases of shares of the Stock, without subtracting sales. Therefore such
figure does not accurately reflect SRBMT's current net investment in shares of
the Stock. The aggregate current net investment of SRBMT in shares of the
Stock is $2,608,754.11.
Item 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired and continue to hold the shares of the
Stock reported herein for investment purposes. Consistent with such purposes,
the Reporting Persons have had, and expect to continue to have, discussions
with management, including the new members of management, and other
shareholders of the Issuer concerning various operational and financial
aspects of the Issuer's businesses. The Reporting Persons may, in the future,
also have discussions with management, directors, and other shareholders of
the Issuer concerning various ways of maximizing long-term shareholder value.
Depending on market conditions and other factors that each of the
Reporting Persons may deem material to its investment decision, such Reporting
Person may purchase additional shares of the Stock in the open market or in
private transactions. Depending on these same factors, such Reporting Person
may sell all or a portion of the shares of the Stock that it now owns or
hereafter may acquire on the open market or in private transactions.
Except as set forth in this Item 4, the Reporting Persons have no present
plans or proposals that relate to or that would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
BMT
The aggregate number of shares of the Stock that BMT owns beneficially,
pursuant to Rule 13d-3 of the Act, is 155,050, which constitutes approximately
2.2% of the outstanding shares of the Stock.
PRB
Because of his positions as trustee and as one of two trustors of BMT,
PRB may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 155,050 shares of the Stock, which constitutes approximately 2.2% of
the outstanding shares of the Stock.
NLB
Because of her position as one of two trustors of BMT, NLB may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 155,050
shares of the Stock, which constitutes approximately 2.2% of the outstanding
shares of the Stock.
LMB
The aggregate number of shares of the Stock that LMB owns beneficially,
pursuant to Rule 13d-3 of the Act, is 155,050, which constitutes approximately
2.2% of the outstanding shares of the Stock.
SRBMT
The aggregate number of shares of the Stock that SRBMT owns beneficially,
pursuant to Rule 13d-3 of the Act, is 155,100, which constitutes approximately
2.2% of the outstanding shares of the Stock.
SRB
Because of his positions as a trustee and sole trustor of SRBMT and by
virtue of his power to revoke same, SRB may, pursuant to Rule 13d-3 of the
Act, be deemed to be the beneficial owner of 155,100 shares of the Stock,
which constitutes approximately 2.2% of the outstanding shares of the Stock.
To the best of the knowledge of each of the Reporting Persons, other than
as set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any shares of the Stock.
(b)
BMT
Acting through its trustee, BMT has the sole power to vote or to direct
the vote and to dispose or to direct the disposition of 155,050 shares of the
Stock.
PRB
In his capacity as trustee of BMT, PRB has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 155,050 shares
of the Stock.
NLB
NLB has no power to vote or to direct the vote or to dispose or to direct
the disposition of any shares of the Stock.
LMB
LMB has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 155,050 shares of the Stock.
SRBMT
Acting through one of its trustees and its sole trustor, SRBMT has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 155,100 shares of the Stock.
SRB
Because of his positions as a trustee and the sole trustor of SRBMT and
by virtue of his power to revoke same, SRB has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 155,100 shares
of the Stock.
(c) During the past sixty days, the Reporting Persons have effected
transactions in shares of the Stock in open market transactions on the NYSE as
follows:
REPORTING NO. OF SHARES PRICE PER
PERSONS DATE PURCHASED SHARE
BMT 11-27-95 2,650 $14.06
LMB 11-27-95 2,650 14.06
SRBMT 11-27-95 2,700 14.06
BMT 11-28-95 4,000 13.81
LMB 11-28-95 4,000 13.81
SRBMT 11-28-95 4,000 13.81
Except as set forth in this paragraph (c), to the best of the knowledge
of each of the Reporting Persons, none of the persons named in response to
paragraph (a) has effected any transactions in the shares of the Stock during
the past sixty days.
(d)
Each of the Reporting Persons affirms that no person other than such
Reporting Person has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the shares of the Stock
owned by such Reporting Person.
(e)
Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Except as set forth herein or in the Exhibits filed or to be filed
herewith, there are no contracts, arrangements, understandings or
relationships with respect to the shares of the Stock owned by the Reporting
Persons.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii).
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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.
DATED: November 28, 1995
/s/ Mark L. Hart, Jr.
Mark L. Hart, Jr. Attorney-in-Fact for:
THE BASS MANAGEMENT TRUST (1)
PERRY R. BASS (2)
NANCY L. BASS (3)
LEE M. BASS (4)
SID R. BASS MANAGEMENT TRUST (5)
SID R. BASS (6)
(1) A Power of Attorney authorizing Mark L. Hart, Jr., et al., to act on
behalf of The Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(2) A Power of Attorney authorizing Mark L. Hart, Jr., et al., to act on
behalf of Perry R. Bass previously has been filed with the Securities and
Exchange Commission.
(3) A Power of Attorney authorizing Mark L. Hart, Jr., et al., to act on
behalf of Nancy L. Bass previously has been filed with the Securities and
Exchange Commission.
(4) A Power of Attorney authorizing Mark L. Hart, Jr., et al., to act on
behalf of Lee M. Bass previously has been filed with the Securities and
Exchange Commission.
(5) A Power of Attorney authorizing Mark L. Hart, Jr., et al., to act on
behalf of Sid R. Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(6) A Power of Attorney authorizing Mark L. Hart, Jr., et al., to act on
behalf of Sid R. Bass previously has been filed with the Securities and
Exchange Commission.
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EXHIBIT INDEX
Exhibit Description
- ------- -----------
99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed
herewith
Exhibit 99.1
1. Joint Filing. Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G
of the General Rules and Regulations of the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended, the undersigned agrees
that the statement to which this Exhibit is attached is filed on behalf of
each of them in the capacities set forth below.
2. Power of Attorney. Know all persons by these presents that each
person whose signature appears below constitutes and appoints W. Robert
Cotham, Mark L. Hart, Jr. and William P. Hallman, Jr., and each of them, as
his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments to
the Schedule 13D filed on behalf of each of them with respect to their
beneficial ownership of Isomedix Inc., and to file the same, with all exhibits
thereto and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or such person or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
DATED: November 28, 1995
/s/ Mark L. Hart, Jr.
Mark L. Hart, Jr., Attorney-in-Fact for:
THE BASS MANAGEMENT TRUST (1)
PERRY R. BASS (2)
NANCY L. BASS (3)
LEE M. BASS (4)
SID R. BASS MANAGEMENT TRUST (5)
SID R. BASS (6)
(1) A Power of Attorney authorizing Mark L. Hart, Jr., et al., to act on
behalf of The Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(2) A Power of Attorney authorizing Mark L. Hart, Jr., et al., to act on
behalf of Perry R. Bass previously has been filed with the Securities and
Exchange Commission.
(3) A Power of Attorney authorizing Mark L. Hart, Jr., et al., to act on
behalf of Nancy L. Bass previously has been filed with the Securities and
Exchange Commission.
(4) A Power of Attorney authorizing Mark L. Hart, Jr., et al., to act on
behalf of Lee M. Bass previously has been filed with the Securities and
Exchange Commission.
(5) A Power of Attorney authorizing Mark L. Hart, Jr., et al., to act on
behalf of Sid R. Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(6) A Power of Attorney authorizing Mark L. Hart, Jr., et al., to act on
behalf of Sid R. Bass previously has been filed with the Securities and
Exchange Commission.
