<PAGE>
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)
March 12, 1999
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).
<PAGE>
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:
644,700
8. Shared Voting Power:
9. Sole Dispositive Power:
644,700
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
644,700
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
2
<PAGE>
13. Percent of Class Represented by Amount in Row (11)
6.16%
14. Type of Reporting Person
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
<PAGE>
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.
4
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, Mr. Feinberg is deemed to
beneficially own 644,700 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 644,700 Shares were purchased in open market
transactions at an aggregate cost of $7,289,199.00. 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 enumerated in
Item 4 of the instructions to Schedule 13D. However, Mr.
Feinberg reserves the right to discuss company business with
5
<PAGE>
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 644,700 shares of SRCL's Common Stock. Based
on SRCL's most recent Form 10-Q dated November 16, 1998, as of
October 31, 1998 there were 10,741,603 shares of SRCL's Common
Stock outstanding. Therefore, Mr. Feinberg is deemed to
beneficially own 6.16% 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.
6
<PAGE>
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.
March 30, 1999
/s/ Larry N. Feinberg
________________________________
Larry N. Feinberg
00751001.AP3
7
<PAGE>
EXHIBIT A
Daily Transactions
Common Stock
Trade Date Number of Shares Price Per Share
2/5/99 50,000 $13.875
3/8/99 20,000 13.250
3/9/99 75,000 14.758
3/10/99 34,700 15.500
3/11/99 65,000 15.778
8
00751001.BB7
