UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
and (Amendment No. __)
STERILE CONCEPTS HOLDINGS INC.
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(Name of Issuer)
Common Stock, no par per share
(Title of Class of Securities)
85915P109
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(CUSIP Number)
Peter M. Schoenfeld
c/o Schroder Wertheim & Co. Inc.
787 Seventh Avenue
New York, New York 10019
(212) 492-6000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 8, 1996
(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. [X]
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SCHEDULE 13D
CUSIP No. 85915P109 Page 2 of 8 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(a) Schroder Wertheim & Co. Incorporated
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC, OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
(a) USA
NUMBER 7. SOLE VOTING POWER
OF (a) 47,800
SHARES 8. SHARED VOTING POWER
BENEFICIALLY (a) 259,700
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH (a) 47,800
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH (a) 259,700
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
(a) 307,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(a) 5.6%
14. TYPE OF REPORTING PERSON
(a) BD IA
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Item 1. SECURITY AND ISSUER
This statement relates to the common stock, no par
value (the "Common Stock") of Sterile Concepts Holdings
Inc., a Virginia corporation (the "Company"), whose
principal executive offices are located at 5100 Commerce
Road, Richmond, VA 23234.
Item 2. IDENTITY AND BACKGROUND
This statement on Schedule 13D is filed by Schroder
Wertheim & Co. Incorporated ("Schroder Wertheim" or the
"Reporting Person"), a Delaware corporation. There is no
formal or informal group or arrangement between Schroder
Wertheim or with or among any of the persons or entities
named in this Schedule 13D with respect to the Common
Stock of the Company.
The principal business address for Schroder Wertheim
is 787 Seventh Avenue, New York, New York 10019. Schroder
Wertheim is a registered broker-dealer and investment
adviser and its principal business consists of engaging in
the investment banking, investment advisory and
institutional brokerage businesses. Attached hereto as
Annex A is a list of each director and executive officer
of Schroder Wertheim. Except as indicated on Annex A, the
present principal occupation of each of these individuals
is serving as a director or executive officer in Schroder
Wertheim and their business address is 787 Seventh Avenue,
New York, New York 10019. Except as indicated on Annex A,
each of the persons included in Annex A is a U.S. citizen.
Neither Schroder Wertheim, nor any of its directors
or executive officers has, during the last five years, (a)
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (b) 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 or prohibiting or
mandating activities subject to federal or state
securities laws or a finding of any violation with respect
to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS.
As of the date hereof, Schroder Wertheim beneficially
owns 307,500 shares of Common Stock acquired for an
aggregate consideration of $6,193,525. Such shares are
held in accounts of its customers managed by Schroder
Wertheim as well as Schroder Wertheim's own accounts.
Schroder Wertheim's customers include investment
partnerships in which Schroder Wertheim serves as general
partner and in which Schroder Wertheim has a pecuniary
interest. The funds for the purchase of shares of Common
Stock owned by accounts managed by Schroder Wertheim have
come from their owners. The funds for the purchase of
shares of Common Stock owned by Schroder Wertheim are
obtained from Schroder Wertheim's working capital.
Schroder Wertheim's working capital may, at any given
time, include funds borrowed in the ordinary course of its
ongoing general business activities.
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Item 4. PURPOSE OF TRANSACTION
The shares of Common Stock beneficially owned by
Schroder Wertheim were acquired solely for investment
purposes.
Schroder Wertheim has no intention or plans to affect
or influence the control of the Company, but is filing
this Schedule 13D because a portion of the holdings
reported herein were acquired through Schroder Wertheim's
risk arbitrage activities in its proprietary accounts and
as such may be deemed by interpretation of the Securities
and Exchange Commission to be made in connection with a
transaction having the effect of changing control of the
Company.
Schroder Wertheim does not have any present plan or
proposals which relate to, or would result in any of the
actions specified in clauses (a) through (j) of Schedule
13D under the Securities Exchange Act of 1934. Additional
shares may be acquired and any or all such shares may be
disposed of at any time or from time to time, in each case
depending on market conditions. Schroder Wertheim
reserves the right, however, to contact the Company's
management to influence management's decision with respect
to various offers currently outstanding to purchase the
Company.
Item 5. INTEREST IN SECURITIES OF THE COMPANY.
Schroder Wertheim may be deemed to beneficially own
307,500 shares of the Common Stock of the Company,
representing approximately 5.6% of the outstanding shares.
A portion of such shares are held in the accounts of
various customers of Schroder Wertheim, with respect to
which accounts the Reporting Person has shared investment
and sole voting discretion. For information with respect
to the power to vote or direct the vote and the power to
dispose or direct the disposition of the Common Stock
deemed to be beneficially owned by Schroder Wertheim, see
Rows 7-10 of the cover page. Schroder Wertheim disclaims
that it is the beneficial owner of any of the shares held
in its customers' accounts, except to the extent Schroder
Wertheim has a pecuniary beneficial interest in the
investment partnerships for which it serves as general
partner and investment adviser. To the best knowledge of
Schroder Wertheim, each of the persons maintaining an
account with Schroder Wertheim has the right to receive or
the power to direct the receipt of dividends and/or
interests from, or the proceeds from the sale of, the
shares of Common Stock held in such person's account.
Attached hereto as Annex B is a chart which includes
all transactions undertaken during the period May 10, 1996
through July 8, 1996, in which Schroder Wertheim purchased
for its own accounts and accounts of its customers shares
of Common Stock. All such transactions were made in the
open market.
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Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Neither Schroder Wertheim nor Schroder Wertheim's
management has any contract, arrangement, understanding or
relationship with respect to any securities of the
Company.
Item 7. EXHIBITS.
None
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.
SCHRODER WERTHEIM & CO. INCORPORATED
By:/s/ Peter M. Schoenfeld
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Peter M. Schoenfeld
Vice Chairman and Vice President
Date: July 18, 1996
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ANNEX A
Name, Principal Occupation and Citizenship of Each
Director and Officer of Schroder Wertheim
Name and Business Principal Occupation Citizenship*1
Address
James A. Harmon Non-Executive Chairman
of the Board and Director
Peter M. Schoenfeld Vice Chairman,
Vice President and Director
Steven Kotler Chief Executive
Officer, President,
Chief Operating
Officer and Director
Patrick J. Borruso Vice President, Treasurer,
Secretary, Chief Financial
Officer and Director
Robert J. Chamine Vice President and
Director
Michael Dura Vice President and
Director
Ilan Kaufthal Vice President and
Director
Mack F. Rosoff Vice President and
Director
Mark L. Shapiro Vice President and
Director
Jeffrey Stambovsky Vice President and
Director
Barry J. Tarasoff Vice President and
Director
Philip Augar Director; Group United Kingdom
Schroders plc
Managing Director,
Nicholas R. MacAndrew Director; Group
120 Cheapside, London Managing Director,
EC2V6DS England Schroders plc United Kingdom
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*1 Except as otherwise noted, each of the persons included in
this Annex is a U.S. Citizen
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ANNEX A (continued)
Name and Business Principal Occupation Citizenship*1
Address
George W. Mallinckrodt Director; Director and United Kingdom
120 Cheapside, London Executive Chairman,
EC2V6DS England Schroders plc;
Director,J. Henry
Schroder Wagg & Co.,
Limited
I. Peter Sedgwick Director; Chief United Kingdom
33 Gutter Lane, London Executive, Schroders
EC2V8AS England Investment Management
Limited; Director, J.
Henry Schroder Wagg &
Co., Limited
Jean B. Solandt Director; Director and United Kingdom
120 Cheapside, London Group Managing
EC2V6DS England Director, Schroders
plc; Director, J.
Henry Schroder Wagg &
Co., Limited
Alan D. Cohn Vice President
Gail Gordon Vice President
Anthony Savoca Vice President
Joseph R. Wekselblatt Vice President
Albert A. Compitello Assistant Comptroller
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*1 Except as otherwise noted, each of the persons included in
this Annex is a U.S. Citizen
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ANNEX B
Transactions for the Period May 10, 1996 through July 8,1996
TRADE DATE QUANTITY PRICE PER SHARE
Sold 5/22/96 12,000 20.875
Sold 5/31/96 7,500 22.820
Buy 6/3/96 7,500 22.375
Buy 6/17/96 80,000 19.875
Buy 6/18/96 35,000 19.813
Buy 6/19/96 50,800 19.750
Buy 7/8/96 57,500 20.000
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