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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
AMSCO INTERNATIONAL, INC.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
03216110
(CUSIP Number)
William C. Nygren
Two North LaSalle Street, Suite 500
Chicago, Illinois 60602 (312) 621-0619
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 25, 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]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
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 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).
Page 1 of 6 pages
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CUSIP No. 03216110
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harris Associates L.P. 04-3276558
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
6. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d)or 2(e) [ ]
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH --
7. SOLE VOTING POWER None
8. SHARED VOTING POWER 2,402,650
9. SOLE DISPOSITIVE POWER 2,402,650
10. SHARED DISPOSITIVE POWER None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,402,650
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.37%
14. TYPE OF REPORTING PERSON*
IA
Page 2 of 6 pages
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CUSIP No. 03216110
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harris Associates Inc. 04-3276549
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
6. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d)or 2(e) [ ]
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH --
7. SOLE VOTING POWER None
8. SHARED VOTING POWER 2,402,650
9. SOLE DISPOSITIVE POWER 2,402,650
10. SHARED DISPOSITIVE POWER None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,402,650
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.37%
14. TYPE OF REPORTING PERSON*
CO
Page 3 of 6 pages
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Item 1 Security and Issuer:
This Schedule 13D relates to the Shares of Common Stock
(the "Shares") of Amsco International, Inc., (the
"Issuer"), with executive offices located at 2 Chatham
Center, Suite 100, 112 Washington Place, Pittsburgh, PA
15219.
Item 2 Identity and Background:
This Schedule 13D is being filed on behalf of Harris
Associates L.P. ("Harris"), a Delaware Limited
Partnership and its sole general partner Harris
Associates, Inc.(the "General Partner"), a Delaware
Corporation, both with principal offices at Two North
LaSalle Street, Suite 500, Chicago, Illinois 60602-
3790. Harris is an investment adviser registered under
the Investment Advisers Act of 1940.
(d) During the preceding five years neither Harris nor its
General Partner have been convicted in any criminal
proceeding.
(e) During the preceding five years neither Harris nor its
General Partner have been a party to a civil proceeding
of a judicial or administrative body of competent
jurisdiction 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) Harris is a Delaware limited partnership.
The General Partner is a Delaware corporation.
Item 3 Source and Amount of Funds or Other Consideration
The funds used for purchases reported herein are from the
accounts of advisory clients of Harris. Neither Harris nor
the General Partner have any economic interest in the Shares
or any of the funds or other property of the advisory
clients.
Item 4 Purpose of Transaction:
The purchases reported herein were made in the ordinary
course of Harris' business and not with the purpose nor with
the effect of changing or influencing the control of the
Issuer nor in connection with or as a participant in any
transaction having such purpose or effect. Harris may, in
the future, purchase additional Shares or dispose of
additional Shares on behalf of its advisory clients, or make
recommendations to its clients with regard to such purchases
or sales.
Neither Harris nor the General Partner have any present
plans or proposals which relate to or would result in any
Page 4 of 6 pages
<PAGE> matter described in paragraphs (a) or (c) through (j) of
Item 4 of Schedule 13D under the Securities Exchange Act of
1934. Harris and the General Partner may in the future, for
any reason and in their sole discretion subject only to
their fiduciary and regulatory obligations to Harris'
advisory clients, change their plans and proposals as they
relate to such matters.
With respect to paragraph (b) of Item 4 of Schedule 13D, the
Issuer has announced an agreement to merge with a newly
formed, wholly-owned subsidiary of Steris Corporation
through an exchange of stock wherein the Issuer's
shareholders will receive .46 Steris common stock for one
share of AMSCO common stock.
Based on information currently available to Harris, in
particular the market price of Steris common stock, Harris
may exercise its proxy authority to vote all of the Shares
with respect to which it has voting authority against such
merger.
Item 5 Interest in Securities of the Issuer:
(a) Harris and the General partner are the beneficial
owners of 2,402,650 shares of common stock of the
Issuer, which constitutes 7.37% of the class
outstanding.
(b) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: None
(ii) shared power to vote or to direct the vote: 2,402,650
(iii) sole power to dispose or to direct the disposition of:
2,402,650
(iv) shared power to dispose or to direct the disposition
of: None
In addition, other of Harris' advisory customers may own
Shares which are not included in the aggregate number of
Shares reported herein because neither Harris nor the
General Partner is the beneficial owner of such Shares.
(c) During the sixty (60) days preceding the date hereof,
Harris entered into the following transactions on
behalf of advisory clients in the Shares:
Dates Purchased Number of Shares Purchased Price
March 8, 1996 3,900 $15.15
Dates Sold Number of Shares Sold Price
March 5, 1996 5,400 $15.10
March 7, 1996 25,400 $15.07
These transactions were open market transactions effected on the New
York Stock Exchange.
Page 5 of 6 pages
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(d) Harris advisory clients, and not Harris or the General
Partner, have the right to receive or the power to
direct the receipt of dividends from, or the proceeds
from the sale of the Shares. None of these advisory
clients holds such right or powers relating to more
than five percent (5%) of the class.
(e) Not Applicable
Item 6 Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except for advisory agreements with the clients that hold the
economic interest in the Shares, neither Harris nor the General
Partner has any contracts, arrangements, understandings or
relationships with any person with respect to any securities of
the Company regarding the transfer or voting of such securities,
finders fees, joint ventures, loan or option arrangements, puts
or call, guarantees of profits, division of profit or loss,
giving or withholding of proxies.
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: March 25, 1996
Harris Associates, Inc., for itself and,
as general partner for Harris Associates
L.P.
By:/s/Donald Terao
Donald Terao
Secretary and Treasurer
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