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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 2/Final Amendment)
AND
SCHEDULE 13D
TENDER OFFER STATEMENT
PURSUANT TO SECTIONS 13(D) AND 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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ISOMEDIX INC.
(Name of Subject Company [Issuer])
STERIS ACQUISITION CORPORATION
STERIS CORPORATION
(Bidders)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Including the Associated Preferred Stock Purchase Rights)
(Title of Class of Securities)
464890102
(CUSIP Number of Class of Securities)
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BILL R. SANFORD
STERIS ACQUISITION CORPORATION
C/O STERIS CORPORATION
5960 HEISLEY ROAD
MENTOR, OHIO 44060
TELEPHONE: (216) 354-2600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Bidders)
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Copy to:
ROY L. TURNELL, ESQ.
THOMPSON HINE & FLORY LLP
3900 KEY CENTER
127 PUBLIC SQUARE
CLEVELAND, OHIO 44114-1216
TELEPHONE: (216) 566-5500
CALCULATION OF FILING FEE
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TRANSACTION AMOUNT OF
VALUATION* FILING FEE
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$ 155,470,401.00 $ 31,094.08
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* For purposes of calculating fee only. This amount assumes the purchase at a
purchase price of $20.50 per share of an aggregate of 7,583,922 shares of common
stock. The amount of the filing fee, calculated
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in accordance with Regulation 240.0-11 of the Securities Exchange Act of 1934,
as amended, equals 1/50th of one percentum of the value of shares purchased.
|X| Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
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Amount Previously Paid: $31,094.08 Filing Party: STERIS Acquisition Corporation
and STERIS Corporation
Form or Registration No: Date Filed: August 18, 1997
Schedule 14D-1 Tender Offer Statement
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
STERIS Acquisition Corporation
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(e) or 2(f) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,263,670 shares**
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8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ]
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
95.7%**
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10. TYPE OF REPORTING PERSON
CO
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2
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
STERIS Corporation
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
BK
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(e) or 2(f) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,263,670 shares**
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8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ]
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
95.7%**
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10. TYPE OF REPORTING PERSON
CO
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** Reflects ownership of the shares of common stock of Isomedix Inc. after the
purchase by STERIS Acquisition Corporation of shares tendered pursuant to the
tender offer, but prior to the completion of the merger of STERIS Acquisition
Corporation with and into Isomedix Inc. as disclosed below. After completion of
the merger, STERIS Corporation owned 100% of the outstanding shares of common
stock of Isomedix Inc. See Item 6.
3
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STERIS Acquisition Corporation (the "Purchaser"), a Delaware corporation and a
wholly owned subsidiary of STERIS Corporation, an Ohio corporation (the
"Parent"), and the Parent hereby amend and supplement their Tender Offer
Statement on Schedule 14D-1, as heretofore amended (the "Schedule 14D-1"),
relating to the Purchaser's offer to purchase all of the outstanding shares of
common stock, par value $.01 per share, and the associated preferred stock
purchase rights (together with the rights, the "Shares") of Isomedix Inc., a
Delaware corporation (the "Company"), upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated August 18, 1997 (the
"Offer to Purchase"), and in the related Letter of Transmittal (which, as
amended from time to time, together constitute the "Offer"). This Statement is
also being filed on behalf of the Parent and the Purchaser for purposes of
Schedule 13D of the Securities Exchange Act of 1934, as amended. Capitalized
terms used herein and not otherwise defined shall have the meanings set forth
in the Schedule 14D-1 or the Offer to Purchase filed as an exhibit thereto.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDERS.
On September 17, 1997, the Merger was effected through a "short form" merger
under Delaware law by action of the Purchaser's Board of Directors.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The Offer expired at 12:00 midnight, Eastern Daylight Saving Time, on
Tuesday, September 16, 1997. According to the Depositary for the Offer, a total
of approximately 6,263,670 Shares (including approximately 207,804 Shares
subject to guarantees of delivery) were tendered pursuant to the Offer. All
properly tendered Shares were purchased on September 17, 1997 in accordance with
the terms of the Offer. The Shares tendered and purchased constitute
approximately 95.7% of the outstanding Shares.
At the Effective Time of the Merger, the Parent became the owner of 100% of
the outstanding shares of common stock of the Company.
The information set forth in Exhibit (a)(9) is incorporated herein by
reference.
ITEM 10. ADDITIONAL INFORMATION.
At the Effective Time of the Merger and pursuant to the Merger Agreement,
the directors and officers of the Purchaser became the directors and officers of
the Company.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Press Release, dated September 17, 1997.
4
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SIGNATURES
After due 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: September 19, 1997
STERIS ACQUISITION CORPORATION
By: /s/ BILL R. SANFORD
---------------------------------------------
Name: Bill R. Sanford
Title: Chairman, President, and
Chief Executive Officer
STERIS CORPORATION
By: /s/ BILL R. SANFORD
----------------------------------------------
Name: Bill R. Sanford
Title: Chairman, President, and
Chief Executive Officer
5
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EXHIBIT INDEX
Exhibit
Number Exhibit Name
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(a)(9) Press Release, dated September 17, 1997.
6
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Exhibit (a)(9)
PRESS RELEASE
FOR IMMEDIATE RELEASE [STERIS LOGO]
CONTACTS: Michael A. Keresman, III, Senior Vice President and CFO
Gerard J. Reis, Vice President Business and Professional Relations
(216) 354-2600
STERIS CORPORATION CLOSES
TENDER OFFER FOR ISOMEDIX STOCK
Mentor, Ohio (Wednesday, September 17, 1997) -- STERIS Corporation
(NASDAQ:STRL) and Isomedix, Inc. (NYSE:ISO) today jointly announced that the
tender offer of STERIS, through its wholly-owned subsidiary STERIS Acquisition
Corporation for all the outstanding shares of common stock of Isomedix at a
price of $20.50 per share, expired at 12:00 midnight, on Tuesday, September 16,
1997. According to the depository for the offer, 6,263,670 shares, representing
approximately 96% of the issued and outstanding shares of Isomedix, were
tendered pursuant to the offer (including approximately 207,804 shares
subject to guarantees of delivery). STERIS has notified the depository that it
will purchase all shares tendered.
STERIS plans to promptly effect the merger of STERIS Acquisition
Corporation into Isomedix. In the merger each remaining outstanding share of
Isomedix will be converted into the right to receive $20.50 net in cash and
Isomedix will become a wholly-owned subsidiary of STERIS.
Isomedix provides contract sterilization and microbial reduction
services to manufacturers of pre-packaged products, including healthcare and
consumer products, through a network of eleven gamma facilities and five
ethylene oxide facilities (four of which are combined gamma/ethylene oxide) in
the United States, Canada, and Puerto Rico. A new electron-beam facility in
Illinois is scheduled to begin operations later this year.
STERIS Corporation is a leading provider of infection prevention,
contamination prevention, and surgical support systems, products, services, and
technologies to healthcare, scientific, research, and industrial Customers
throughout the world. Customer Support facilities are located in major global
market centers with manufacturing operations in the United States, Canada,
Germany, and Finland.
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