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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. )*
Name of Issuer: Stericycle, Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 858912108
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Norman S. Schleifer
c/o Oracle Partners, L.P.
712 Fifth Avenue, 45th Floor
New York, New York 10019
(Date of Event which Requires Filing of this Statement)
November 17, 1997
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 [ ].
*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 the disclosures provided
in a prior cover page.
The information required in 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).
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CUSIP No.: 858912108
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Larry N. Feinberg
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
614,600
8. Shared Voting Power:
9. Sole Dispositive Power:
614,600
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
614,600
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
5.91%
14. Type of Reporting Person
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer
This statement relates to shares of common stock
(the "Common Stock") of Stericycle, Inc. ("SRCL"). SRCL's
principal executive office is located at 1419 Lake Cook
Road, Suite 410, Deerfield, IL 60015.
Item 2. Identity and Background
This statement is being filed on behalf of Mr.
Larry N. Feinberg. Mr. Feinberg is the managing general
partner of Oracle Partners, L.P. and Oracle Institutional
Partners, L.P., both of which are investment limited
partnerships (the "Partnerships"), and has investment
discretion over certain managed accounts. The principal
offices of the Partnerships are at 712 Fifth Avenue, 45th
Floor, New York, New York 10019.
Mr. Feinberg has not during the last five years,
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). Mr. Feinberg has not
during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction which resulted 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 violations with respect to such laws.
Mr. Feinberg is a citizen of the United States of
America.
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Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, Mr. Feinberg is deemed to
beneficially own 614,600 shares of SRCL's Common Stock (the
"Shares"). The Shares are held by the Partnerships and by
managed accounts over which Mr. Feinberg has investment
discretion. The 614,600 Shares were purchased in open
market transactions at an aggregate cost of $5,974,777. The
funds for the purchase of the Shares held in the
Partnerships, over which Mr. Feinberg has investment
discretion, came from capital contributions to the
Partnerships by their general and limited partners. The
funds for the purchase of the Shares held in the managed
accounts, over which Mr. Feinberg has investment discretion,
came from each managed account's own funds. No leverage was
used to purchase the Shares.
Item 4. Purpose of Transaction
The Shares deemed to be beneficially owned by Mr.
Feinberg were acquired for, and are being held for,
investment purposes. Mr. Feinberg may acquire additional
shares of Common Stock, dispose of all or some of the Shares
from time to time, in each case in open market transactions,
block sales or purchases or otherwise, or may continue to
hold the Shares.
Mr. Feinberg does not have any plan or proposal
which relates to, or would result in, any of the actions
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enumerated in Item 4 of the instructions to Schedule 13D.
However, Mr. Feinberg reserves the right to discuss company
business with management, make proposals to management
and/or take other actions to influence the management of
SRCL should he deem such actions appropriate.
Item 5. Interest in Securities of the Issuer
As of the date hereof, Mr. Feinberg is deemed to be
the beneficial owner of 614,600 shares of SRCL's Common
Stock. Based on SRCL's most recent Form 10-Q dated
November 14, 1997, as of October 31, 1997 there were
10,397,272 shares of SRCL's Common Stock outstanding.
Therefore, Mr. Feinberg is deemed to beneficially own 5.91%
of SRCL's outstanding shares of Common Stock. Mr. Feinberg
has the power to vote, direct the vote, dispose of or direct
the disposition of all the shares of SRCL's Common Stock he
is currently deemed to beneficially own.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of
the Issuer
Mr. Feinberg does not have any contract,
arrangement, understanding or relationship with any person
with respect to the Common Stock of SRCL.
Item 7. Material to be Filed as Exhibits
Attached hereto as Exhibit A is a description of
the transactions in the Common Stock of SRCL that were
effected by Mr. Feinberg during the past 60 days.
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Signature
The undersigned, after reasonable inquiry and to
the best of his knowledge and belief, certifies that the
information set forth in this statement is true, complete
and correct.
November 19, 1997
/s/ Larry N. Feinberg
________________________________
Larry N. Feinberg
00751001.AP3
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EXHIBIT A
Daily Transactions
Common Stock
Trade Date Number of Shares Price Per Share
10/21/97 8,000 $9.3125
10/22/97 225,000 9.2556
10/27/97 36,600 9.5000
10/28/97 7,000 9.2500
10/29/97 3,000 9.5000
11/12/97 20,000 11.7500
11/13/97 15,000 11.6459
11/14/97 20,000 11.7500
11/18/97 90,000 11.0000
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00751001.AP3
