<PAGE> 1
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): October 22, 1999
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)
28161 North Keith Drive
Lake Forest, Illinois 60045
(Address of principal executive offices)
Registrant's telephone number, including area code: (847) 367-5910
<PAGE> 2
ITEM 5. Other Events
On October 22, 1999, Stericycle, Inc. (the "Company") and Allied Waste
Industries, Inc. ("Allied") entered into first amendments of the stock purchase
agreement and asset purchase agreement pursuant to which the Company is
acquiring the medical waste business of Browning-Ferris Industries, Inc. ("BFI")
from Allied. Allied acquired BFI in a merger completed in July 1999. The two
amendments reduced the aggregate purchase price from $440 million in cash to
$410.5 million in cash, and also eliminated provisions dealing with adjustments
to the purchase price based on audited financial statements and acquisitions and
dispositions pending closing.
Copies of the first amendments to the stock purchase agreement and
asset purchase agreement are filed as exhibits to this Report.
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
The following exhibits are filed with this Report:
EXHIBIT NO. DESCRIPTION
2.1 First Amendment to Stock Purchase Agreement, dated as of October 22,
between Allied Waste Industries, Inc. and Stericycle, Inc.
2.2 First Amendment to Asset Purchase Agreement, dated as of October 22,
1999, between Allied Waste Industries, Inc. and Stericycle, Inc.
-2-
<PAGE> 3
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: October 25, 1999.
STERICYCLE, INC.
By /s/ Mark C. Miller
----------------------------------------
Mark C. Miller
President and Chief Executive Officer
-3-
<PAGE> 4
EXHIBIT INDEX
- --------------------------------------------------------------------------------
EXHIBIT DESCRIPTION SEQUENTIALLY
NUMBERED
PAGE
- --------------------------------------------------------------------------------
2.1 First Amendment to Stock Purchase Agreement, dated as
of October 22, between Allied Waste Industries, Inc.
and Stericycle, Inc.
- --------------------------------------------------------------------------------
2.2 First Amendment to Asset Purchase Agreement, dated as
of October 22, 1999, between Allied Waste Industries, Inc. and
Stericycle, Inc.
- --------------------------------------------------------------------------------
-4-
<PAGE> 1
EXHIBIT 2.1
FIRST AMENDMENT TO
STOCK PURCHASE AGREEMENT
This First Amendment (the "Amendment") is entered into as of October
22, 1999 by Allied Waste Industries, Inc., a Delaware corporation ("Seller"),
and Stericycle, Inc., a Delaware corporation ("Buyer").
Recitals
A. Seller and Buyer are parties to a Stock Purchase Agreement dated as
of April 14, 1999 (the "Stock Purchase Agreement"), pursuant to which Seller has
agreed to sell and Buyer has agreed to purchase the Company Shares.
B. Seller and Buyer desire to amend the Stock Purchase Agreement as
provided in this Amendment pursuant to the terms of Section 9.7(a) of the Stock
Purchase Agreement.
Now, therefore, in consideration of their mutual promises, the parties
agree as follows:
1. AMENDMENT OF SECTION 1.2. Section 1.2 of the Stock Purchase
Agreement is amended in its entirety to read as follows:
Section 1.1 Purchase Price; Payment. Subject to adjustment as
provided in Section 1.4, the total purchase price for the Company
Shares will be US $406,500,000 (the "Purchase Price"). At the Closing,
and concurrently with the delivery by Seller to Buyer of certificates
representing the Company Shares, Buyer shall make payment of the
Purchase Price by wire transfer of immediately available funds pursuant
to the written directions of Seller.
2. DELETION OF CERTAIN PROVISIONS. Sections 1.3 and 1.5 of the Stock
Purchase Agreement are deleted in their entirety, so that the sole possible
adjustment to the Purchase Price under the Stock Purchase Agreement is the
adjustment for working capital set forth in Section 1.4.
3. AMENDMENT OF SECTION 1.4(a). The following sentence is added at
the end of Section 1.4(a) of the Stock Purchase Agreement:
To facilitate Buyer's collection of the accounts receivable of the
Business, Seller shall cause control to be transferred to Buyer at the
Closing of all lock boxes used exclusively by customers of the Business
to remit payments.
4. CAPITALIZED TERMS. Capitalized terms used but not otherwise defined
in this Amendment have the same meanings that they have in the Stock Purchase
Agreement.
5. CONTINUING EFFECT. Except as amended by this Amendment, all of the
terms and provisions of the Stock Purchase Agreement shall remain in full force
and effect.
-5-
<PAGE> 2
6. EXECUTION IN COUNTERPARTS. This Amendment may be executed in any
number of counterparts, each of which shall be deemed an original.
In witness whereof, the parties have cause this Amendment to be duly
executed as of the day and year first written above.
ALLIED WASTE INDUSTRIES, INC.
By: /s/ Thomas H. Van Wheelden
---------------------------------------
Name: Thomas H. Van Wheelden
Title: Chairman of the Board of Directors,
President and Chief Executive Officer
STERICYCLE, INC.
By: /s/ Mark C. Miller
---------------------------------------
Name: Mark C. Miller
Title: President and Chief Executive Officer
-6-
<PAGE> 1
EXHIBIT 2.2
FIRST AMENDMENT TO
ASSET PURCHASE AGREEMENT
This First Amendment (the "Amendment") is entered into as of October
22, 1999 by Allied Waste Industries, Inc., a Delaware corporation ("Seller"),
and Stericycle, Inc., a Delaware corporation ("Buyer").
Recitals
A. Seller and Buyer are parties to an Asset Purchase Agreement dated as
of April 14, 1999 (the "Asset Purchase Agreement"), pursuant to which Seller has
agreed to sell and Buyer has agreed to purchase the BFI Canadian Medical Waste
Operations.
B. Seller and Buyer desire to amend the Asset Purchase Agreement as
provided in this Amendment pursuant to the terms of Section 9.7(a) of the Asset
Purchase Agreement.
Now, therefore, in consideration of their mutual promises, the parties
agree as follows:
1. DELETION OF CERTAIN PROVISIONS. Sections 1.3 and 1.5 of the Asset
Purchase Agreement are deleted in their entirety, so that the sole possible
adjustment to the Purchase Price under the Asset Purchase Agreement is the
adjustment for working capital set forth in Section 1.4.
2. AMENDMENT OF SECTION 1.4(a). The following sentence is added at
the end of Section 1.4(a) of the Asset Purchase Agreement:
To facilitate Buyer's collection of the accounts receivable of the
Business, Seller shall cause control to be transferred to Buyer at the
Closing of all lock boxes used exclusively by customers of the Business
to remit payments.
3. CAPITALIZED TERMS. Capitalized terms used but not otherwise defined
in this Amendment have the same meanings that they have in the Stock Purchase
Agreement.
4. CONTINUING EFFECT. Except as amended by this Amendment, all of the
terms and provisions of the Stock Purchase Agreement shall remain in full force
and effect.
5. EXECUTION IN COUNTERPARTS. This Amendment may be executed in any
number of counterparts, each of which shall be deemed an original.
-7-
<PAGE> 2
In witness whereof, the parties have cause this Amendment to be duly
executed as of the day and year first written above.
ALLIED WASTE INDUSTRIES, INC.
By: /s/ Thomas H. Van Wheelden
-----------------------------------------
Name: Thomas H. Van Wheelden
Title: Chairman of the Board of Directors,
President and Chief Executive Officer
STERICYCLE, INC.
By: /s/ Mark C. Miller
-----------------------------------------
Name: Mark C. Miller
Title: President and Chief Executive Officer
-8-
