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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): December 20, 1996
STERICYCLE, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-21229 36-3640402
(State or other juris- (Commission file (IRS employer
diction of incorporation) number) identification number)
1419 Lake Cook Road, Suite 410
Deerfield, Illinois 60015
(Address of principal executive offices)
Registrant's telephone number, including area code: (847) 945-6550
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ITEM 5. Other Events.
On December 20, 1996, Stericycle, Inc. (the "Company") entered into an
agreement with Waste Management, Inc. ("Waste Management") and various of its
subsidiaries pursuant to which the Company acquired the major portion of Waste
Management's regulated medical waste business. The Company purchased the
customer accounts, customer contracts, trucks and other vehicles, and other
associated assets of Waste Management's regulated medical waste business at 24
locations in Arizona, Carolina, Indiana, Kentucky, Maryland, North Carolina,
Ohio, Pennsylvania, Tennessee, Utah and Washington.
The purchase price, which is subject to adjustment to reflect the parties'
final agreement by January 31, 1997 on the value of the trucks and other
vehicles acquired by the Company, was approximately $10.9 million. The Company
paid one-half of this amount, or $5.45 million, in cash at closing and delivered
a note to Waste Management for the balance of the purchase price. This note
provides for two principal payments of $2.725 million each in December 1997 and
December 1998, respectively, and quarterly payments of accrued interest. With
the exception of service obligations arising after closing under the customer
contracts that the Company acquired, the Company did not assume any liabilities
of Waste Management or any of its subsidiaries.
A copy of the Company's press release with respect to this acquisition is
attached as Exhibit 10.1.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January 3, 1996.
STERICYCLE, INC.
By /s/ James F. Polark
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James F. Polark
Vice President, Finance
and Chief Financial Officer
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EXHIBIT INDEX
Sequentially
Exhibit Description Numbered Page
10.1 Press release (December 20, 1996) 5
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EXHIBIT 10.1
NEWS BULLETIN Stericycle, Inc.
1419 Lake Cook Road, Ste. 410
From: Deerfield, IL 60015
Traded: (NASDAQ: SRCL)
FRB
The Financial Relations Board, Inc.
For Further Information
At the Company: At the Financial Relations Board:
Mark Miller, CEO Bess Gallanis Kathy Brunson
General Information General Information Analyst Inquiries
(847) 374-5133 (312) 266-7800 (312) 266-7800
FOR IMMEDIATE RELEASE
MONDAY, DECEMBER 23, 1996
STERICYCLE, INC. EXPECTS 50 PERCENT REVENUE INCREASE
WITH ACQUISITION OF WASTE MANAGEMENT'S MEDICAL WASTE BUSINESS
DEERFIELD, ILLINOIS, DECEMBER 23, 1996 -- Stericycle, Inc. (SRCL:Nasdaq) the
second-largest provider of regulated medical waste management services,
announced today it acquired the majority of Waste Management, Inc.'s medical
waste business, the industry's third-largest participant, for a combination of
cash and notes totaling about $11 million. Stericycle management noted that
this acquisition represents an important step in executing the company's
strategy of aggressively participating in the consolidation of the medical waste
services industry.
"We expect the acquisition to increase our annual revenues by more than $12
million, or 50 percent," said Mark Miller, president and chief executive officer
of Stericycle. Stericycle expects to report approximately $24 million in
revenues for the year ending December 31, 1996. "From a strategic perspective,
this acquisition accelerates our growth potential by extending our geographic
reach from about 27 percent of the U.S. population to potentially more than 45
percent of the U.S. population. Expanded service regions include the
mid-Atlantic, Ohio Valley, the Southwest and Mountain regions."
Under the terms of the definitive agreement, Stericycle has acquired from
Waste Management the majority of its medical waste business excluding certain
treatment assets in Wisconsin. Stericycle paid about $5.5 million in cash and
delivered a note for an additional amount of approximately $5.5 million. This
is the fifth acquisition the company has made in 1996 and the first acquisition
since the company's initial public offering in August in which it raised
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more than $25 million.
An additional benefit of the acquisition will be a working relationship
with Waste Management, providing for future cooperative marketing activities and
expanded potential access to Waste Management sites to establish new Stericycle
transfer stations and/or processing facilities.
This acquisition significantly strengthens Stericycle's position as the
second-largest provider of regulated medical waste management services. The
company's proprietary Electro-Thermal-Deactivation process destroys human
pathogens without producing harmful airborne emissions, and permits resource
recovery. The company operates on a multi-regional basis. Its services include
medical waste collection, transportation, treatment, disposal, reduction and
resource recovery.
From time to time, the Company may publish forward-looking statements
relating to such matters as anticipated financial performance, business
prospects, acquisition activities and similar matters. The Private Securities
Litigation Reform Act of 1995 provides a safe harbor for forward-looking
statements. In order to comply with the terms of the safe harbor, the Company
notes that a variety of factors could cause the Company's actual results and
experience to differ materially from the anticipated results or other
expectations expressed in the Company's forward-looking statements. The risks
and uncertainties that may affect operations, performance, development and
results of the Company's business include the following: difficulties and delay
with respect to the completion of acquisitions; delays and diversion of
attention related to compliance with permitting and regulatory authorities;
difficulties and delay with respect to marketing and sales activities; and
general uncertainties accompanying the expansion into new markets.
FOR MORE INFORMATION OF STERICYCLE, INC. VIA FACSIMILE AT NO
ADDITIONAL COST, SIMPLY DIAL 1-800-PRO-INFO
AND ENTER THE COMPANY CODE 272.
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