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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 1)
TENDER OFFER STATEMENT PURSUANT TO SECTION
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.
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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STERIS Acquisition Corporation (the "Purchaser"), a Delaware corporation
and a wholly owned subsidiary of STERIS Corporation, an Ohio corporation (the
"Parent"), and Parent hereby amend and supplement their Tender Offer Statement
on Schedule 14D-1 (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"). 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 10. ADDITIONAL INFORMATION.
(b-c, e) On August 28, 1997, the Parent was notified by the Premerger
Notification Office of the FTC that early termination of the waiting period
imposed by the HSR Act had been granted.
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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 3, 1997
STERIS ACQUISITION CORPORATION
By: /s/ BILL R. SANFORD
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Name: Bill R. Sanford
Title: Chairman, President, and
Chief Executive Officer
STERIS CORPORATION
By: /s/ BILL R. SANFORD
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Name: Bill R. Sanford
Title: Chairman, President, and
Chief Executive Officer
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