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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ISOMEDIX INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
464890102
(CUSIP Number)
Christopher M. Wells
Coudert Brothers
1114 Avenue of the Americas
New York, New York 10036
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 15, 1997
(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 / /.
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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 disclosure
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).
Exhibit Index: Page 6
Page 1 of 8 Pages
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SCHEDULE 13D
CUSIP No. 464890102 Page 2 of 8 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Scott W. Keller
2 Check the Appropriate Box If a Member of a Group*
a. / /
b. /X/
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) / /
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
13 Percent of Class Represented By Amount in Row (11)
0
14 Type of Reporting Person*
IN
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Item 1. Security and Issuer
This statement on Schedule 13D relates to shares of Common Stock, par
value $.01 per share (the "Common Stock") of Isomedix Inc., a Delaware
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 11 Apollo Drive, Whippany, New Jersey, 07981.
Item 2. Identity and Background
This statement on Schedule 13D is being filed by Scott W. Keller (the
"Reporting Person").
The Reporting Person is the sole shareholder of Cantitoe Capital
Management, Inc., a Delaware corporation ("Cantitoe") which acts as an
investment advisor to Guard Hill Capital LDC, a Cayman Islands company ("Guard
Hill") which beneficially owned Common Stock of the Issuer. The Reporting Person
is also the sole shareholder of Roubaix Holding Corp., a Delaware corporation
which is the general partner of Guard Hill Advisors L.P., a Delaware limited
partnership ("Guard Hill Advisors") which acts as investment adviser to various
offshore investment funds and managed accounts which beneficially owned Common
Stock of the Issuer.
The business address of the Reporting Person is 277 Park Avenue, 26th
floor, New York, NY 10017. The business and principal office of Guard Hill is
c/o International Fund Administration, Ltd., 48 Par-La-Ville Road, Suite 464,
Hamilton, Bermuda HM11. The business and principal office of Guard Hill Advisors
and Cantitoe is 277 Park Avenue, 26th floor, New York, NY 10017. The present
principal occupation or employment of the Reporting Person is President of Guard
Hill Advisors and Cantitoe.
During the last five years, the Reporting Person has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in 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. The
Reporting Person is a citizen of the United States.
The filing of this statement on Schedule 13-D by the Reporting Person
shall not be construed as an admission that the Reporting Person was, for the
purposes of Section 13(d) of the Act, the beneficial owner of any securities
covered by this statement on Schedule 13-D, and the Reporting Person disclaims
such beneficial ownership.
Item 3. Source and Amount of Funds or Other Consideration
All of the shares of Common Stock of the Issuer deemed beneficially
held by the Reporting Person were purchased with the working capital of Guard
Hill and the other managed accounts of Guard Hill Advisors and Cantitoe.
Item 4. Purpose of Transaction
The purpose of the acquisition and disposition by the Reporting Person
of the shares of Common Stock was for investment.
Page 3 of 8 Pages
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Except as indicated above, the Reporting Person has no plans or
proposals which relate to or would result in any of the events, actions or
conditions specified in paragraphs (a) through (j) of Item 4 of this Schedule
13-D.
Item 5. Interest in Securities of the Issuer
(a) This statement on Schedule 13D relates to 356,200 shares of Common
Stock deemed beneficially owned by the Reporting Person, which
constitute approximately 5.5% of the issued and outstanding shares of
Common Stock.
(b) The Reporting Person had sole voting and dispositive power with respect
to 356,200 shares of Common Stock.
(c) Within the past sixty days, the Reporting Person purchased and sold
shares of Common Stock on the date, in the amount and at the prices set
forth on Exhibit A annexed hereto and incorporated by reference herein.
All of such purchases were made on the open market.
(d) Not applicable.
(e) All of the shares of Common Stock deemed beneficially owned by the
Reporting Person were sold on September 22, 1997, pursuant to a
tender offer by STERIS Acquisition Corporation to purchase all of the
outstanding securities of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
As discussed in Item 2 above, the Reporting Person is the sole
shareholder of Cantitoe, which acts as investment advisor to Guard Hill, which
owned 231,200 shares of Common Stock. The Reporting Person is the sole
shareholder of Roubaix, which is the general partner of Guard Hill Advisors,
which acts as investment adviser to various managed accounts which owned 125,000
shares of Common Stock; Except as set forth above, there exist no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any persons with respect to
any securities of the Issuer, including but not limited to transfer or voting of
any securities, finders' fees, joint ventures, loan or option arrangements, put
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 A: Transactions in Shares of Common Stock Within Past 60 Days.
Page 4 of 8 Pages
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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.
Dated: September 25, 1997
Scott W. Keller
By: /s/ Scott W. Keller
------------------------------
Scott W. Keller
Page 5 of 8 Pages
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EXHIBIT INDEX
Exhibit Exhibit Name Page
A Transactions in Shares of Common Stock
Within Past 60 Days 7
Page 6 of 8 Pages
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EXHIBIT A
Transactions in Shares of Common Stock
Within the Past Sixty Days
Transactions by Guard Hill Capital LDC
<TABLE>
<CAPTION>
Trade Date No. of Shares Purchased/Sold Cost (Sales Price)
Per Unit
<S> <C>
8/13/97 7,500 Purchased 20.188
8/19/97 20,000 Purchased 20.266
9/9/97 6,200 Purchased 20.375
9/9/97 12,500 Sold 20.313
9/10/97 32,500 Purchased 20.375
9/10/97 17,500 Purchased 20.375
9/10/97 25,000 Purchased 20.375
9/10/97 50,000 Purchased 20.375
9/10/97 50,000 Purchased 20.375
9/10/97 5,000 Sold 20.375
9/11/97 10,000 Purchased 20.375
9/15/97 25,000 Purchased 20.375
9/15/97 5,000 Purchased 20.375
9/22/97 231,200 Sold 20.500
</TABLE>
Page 7 of 8 Pages
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Transactions by Accounts Managed by Guard Hill Advisors, L.P.
<TABLE>
<CAPTION>
Trade Date No. of Shares Purchased/Sold Cost (Sales Price)
Per Unit
<S> <C> <C> <C>
8/13/97 1,000 Purchased 20.188
8/13/97 1,500 Purchased 20.188
8/19/97 2,500 Purchased 20.266
8/19/97 2,500 Purchased 20.266
9/9/97 10,000 Purchased 20.313
9/9/97 2,500 Purchased 20.313
9/10/97 15,000 Purchased 20.375
9/10/97 50,000 Purchased 20.375
9/10/97 2,500 Purchased 20.375
9/10/97 17,500 Purchased 20.375
9/15/97 20,000 Purchased 20.375
9/22/97 125,000 Sold 20.500
</TABLE>
Page 8 of 8 Pages
