SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D*
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
Amendment No.1
Stericycle, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
858912108
(CUSIP Number)
Larry N. Feinberg
C/O Oracle Partners, L.P.
712 Fifth Avenue, 45th Floor
New York, New York 10019
(212) 373-9200
(Name, address and telephone number of person
authorized to receive notices and communications)
November 10, 1999
(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(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 12 Pages)
- ----------------
*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 purposes 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 13D Page 2 of 12 Pages
- -----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Partners, L.P.
- -----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
- -----------------------------------------------------------------------------
(3) SEC USE ONLY
- -----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
- -----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- -----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
387,000
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
387,000
- -----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
387,000
- -----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- -----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.6%
- -----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
PN
- -----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 858912108 13D Page 3 of 12 Pages
- -----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Institutional Partners, L.P.
- -----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
- -----------------------------------------------------------------------------
(3) SEC USE ONLY
- -----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
- -----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- -----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
121,100
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
121,100
- -----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
121,100
- -----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- -----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.8%
- -----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
PN
- -----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 858912108 13D Page 4 of 12 Pages
- -----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Investment Management, Inc.
- -----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
- -----------------------------------------------------------------------------
(3) SEC USE ONLY
- -----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
AF
- -----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- -----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
146,900
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
146,900
- -----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
146,900
- -----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- -----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.0%
- -----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
CO
- -----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 858912108 13D Page 5 of 12 Pages
- -----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Larry N. Feinberg
- -----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
- -----------------------------------------------------------------------------
(3) SEC USE ONLY
- -----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
PF
- -----------------------------------------------------------------------------
(5) CHECK BOX 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 (7) SOLE VOTING POWER
50,000
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
655,000
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
50,000
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
655,000
- -----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
705,000
- -----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- -----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.8%
- -----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IN
- -----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 858912108 13D Page 6 of 12 Pages
Item 1. Security and Issuer.
This Amendment No. 1 ("Amendment No. 1") amends the statement on Schedule
13D which was filed on March 30, 1999 with respect to the common stock (the
"Common Stock") of Stericycle, Inc. (the "Company"). The Company's principal
executive office is located at 28161 North Keith Drive, Lake Forest, Illinois
60045.
Item 2. Identity and Background.
(a) This Amendment No. 1 is filed by:
(i) Oracle Partners, L.P., a Delaware limited partnership ("Oracle
Partners"), with respect to shares of Common Stock directly
owned by it;
(ii) Oracle Institutional Partners, L.P., a Delaware limited
partnership ("Oracle Institutional"), with respect to shares of
Common Stock directly owned by it;
(iii) Oracle Investment Management, Inc., a Delaware corporation (the
"Investment Manager"), which serves as investment manager to
and has investment discretion over the securities held by SAM
Oracle Investments Inc., a British Virgin Islands corporation
("SAM Oracle"), with respect to shares of Common Stock directly
owned by Sam Oracle, and Oracle Offshore Limited, a Cayman
Islands corporation ("Oracle Offshore"), with respect to shares
of Common Stock directly owned by Oracle Offshore; and
(iv) Mr. Larry N. Feinberg ("Mr. Feinberg"), which serves as the
general partner of Oracle Partners and Oracle Institutional
(together, the "Partnerships") and is the sole shareholder and
president of the Investment Manager, with respect to shares of
Common Stock directly owned by him and by the Partnerships, SAM
Oracle and Oracle Offshore.
The foregoing persons are hereinafter sometimes collectively referred to
as the "Reporting Persons." Any disclosures herein with respect to persons
other than the Reporting Persons are made on information and belief after
making inquiry to the appropriate party.
(b) The address of the principal business and principal office of each
of the Partnerships and the Investment Manager is 712 Fifth Avenue, New York,
New York 10019. The business address of Mr. Feinberg is 712 Fifth Avenue, New
York, New York 10019.
(c) The principal business of each of the Partnerships is to invest in
securities. The principal business of the Investment Manager is to serve as an
investment manager to and exercise investment discretion over securities held
by SAM Oracle and Oracle Offshore. Mr. Feinberg is the general partner of the
Partnerships and the sole shareholder and president of the Investment Manager.
<PAGE>
CUSIP No. 858912108 13D Page 7 of 12 Pages
(d) None of the Reporting Persons has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was, 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) Each of the Partnerships and the Investment Manager is organized
under the laws of the State of Delaware. Mr. Feinberg is a citizen of the
United States of America.
Item 3. Source and Amount of Funds and Other Consideration.
The aggregate number of shares of Common Stock, to which this Amendment
No. 1 relates, purchased and held and the net investment cost of such shares is
as follows:
Aggregate # Net Investment
Name of Shares Cost
- -------------------- ----------- --------------
Oracle Partners 387,000 $4,642,514
Oracle Institutional 121,100 $1,423,412
SAM Oracle 122,200 $1,414,914
Oracle Offshore 24,700 $ 302,596
Investment Manager -0- $ 0
Mr. Feinberg 50,000 $ 417,025
The Investment Manager does not directly own any shares of Common Stock.
The shares of Common Stock are held directly by the Partnerships over which Mr.
Feinberg exercises investment discretion, and by SAM Oracle and Oracle Offshore
over each of which the Investment Manger, and ultimately Mr. Feinberg,
exercises investment discretion. The 705,000 shares of Common Stock held in
the aggregate by the Partnerships, SAM Oracle and Oracle Offshore were
purchased in open market transactions at an aggregate cost of $8,200,461. The
funds for the purchase of the shares of Common Stock held in the Partnerships
came from capital contributions to the Partnerships by their general partner
and limited partners. The funds for the purchase of the shares of Common Stock
held by each of SAM Oracle and Oracle Offshore came from capital contributions
by their respective shareholders. The funds for the purchase of the shares of
Common Stock held by Mr. Feinberg came from Mr. Feinberg's personal funds. The
Common Stock beneficially owned by the Reporting Persons are held in margin
accounts at Morgan Stanley & Co., Inc. Since other securities are held in such
margin accounts, it is not possible to determine the amount of margin used, if
any, with respect to the Common Stock purchased and reported herein.
<PAGE>
CUSIP No. 858912108 13D Page 8 of 12 Pages
Item 4. Purpose of the Transaction.
The shares of Common Stock deemed to be beneficially owned by Mr. Feinberg
and the Investment Manager were acquired by Mr. Feinberg, the Partnerships, SAM
Oracle and Oracle Offshore for, and are being held for, investment purposes.
The shares of Common Stock were acquired in the ordinary course of business and
not for the purpose of acquiring control of the Company. The Investment
Manager may in the future directly acquire shares of Common Stock in open
market transactions, block purchases or otherwise. Mr. Feinberg, the
Partnerships, SAM Oracle and Oracle Offshore may acquire additional shares of
Common Stock or continue to hold or dispose of all or some of the shares
reported herein from time to time, in each case in open market transactions,
block sales or purchases or otherwise. None of the Reporting Persons has any
plans or proposals which relate to, or could result in, any of the matters
referred to in paragraphs (b) through (j), inclusive, of Item 4 of the Schedule
13D. Each of the Reporting Persons may, at any time and from time to time,
review or reconsider his or its position and formulate plans or proposals with
respect thereto, but has no present intention of doing so.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number and percentage of shares of Common Stock
beneficially owned by each Reporting Person is enumerated below.
Number of Shares Percentage of
Name of Common Stock Common Stock
- -------------------- ---------------- -------------
Oracle Partners 387,000 2.6%
Oracle Institutional 121,100 0.8%
Investment Manager 146,900 1.0%
Mr. Feinberg 705,000 4.8%
The approximate percentage of shares of Common Stock beneficially
owned by each Reporting Person is based on the Company's most recent Form 10-Q
filed with the Securities and Exchange Commission, dated November 15, 1999,
which indicates that as of November 10, 1999 there were 14,722,693 shares of
the Company's Common Stock outstanding.
(b) The sole or shared power to vote or dispose of, or to direct the vote
or disposition of the Common Stock with respect to each Reporting Person noted
in paragraph (a) of this Item 5 is as set forth on the cover sheets of this
Amendment No. 1.
<PAGE>
CUSIP No. 858912108 13D Page 9 of 12 Pages
The Investment Manager does not directly own any of the Common Stock.
The Investment Manager, however, may be deemed to beneficially own 146,900
shares of Common Stock by virtue of its investment advisory relationship with
SAM Oracle and Oracle Offshore, pursuant to which the Investment Manager
provides discretionary investment advisory services to these entities.
Mr. Feinberg directly owns only 50,000 shares of Common Stock. Mr.
Feinberg, however, may be deemed to beneficially own 705,000 shares of Common
Stock by virtue of serving as the general partner of the Partnerships and being
the president and sole shareholder of the Investment Manager.
(c) The following is a list of transactions involving the shares of
Common Stock of the Company, engaged in during the 60 day period prior to and
including November 10, 1999 by the Reporting Persons named herein, Sam Oracle
and Oracle Offshore.
No. of Shares
Name Date Purchased/(Sold) Price/Share
- ------------------------- -------- ---------------- -----------
Oracle Partners 10/04/99 11,600 15.9200
11/04/99 3,000 16.8125
Oracle Institutional 10/04/99 3,900 15.9200
11/04/99 1,000 16.8125
SAM Oracle 10/04/99 3,800 15.9200
11/04/99 1,000 16.8125
Oracle Offshore 10/04/99 700 15.9200
11/04/99 5,000 16.8125
Investment Manager none none none
Mr. Feinberg none none none
The Common Stock purchases listed above were made through brokerage
from, and transactions in the open market in the ordinary course of business.
(d) Sam Oracle and Oracle Offshore, each clients of the Manager, have
the right to receive and the power to direct the receipt of dividends from,
and proceeds from the sale of, the securities reported in this Amendment
No. 1.
<PAGE>
CUSIP No. 858912108 13D Page 10 of 12 Pages
(e) As of November 10, 1999, the Reporting Persons ceased to be the
beneficial owners of more than five percent of the shares of Common Stock of
the Company. This occurred as a result of an increase in the number of
outstanding shares of Common Stock of the Company.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Other than the Joint Acquisition Statement attached hereto as Exhibit 1,
there are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the Reporting Persons named in Item 2 of this Amendment No. 1
and between such Reporting Persons and any person with respect to any
securities of the Company, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
There is filed herewith as Exhibit 1 a written agreement relating to the
filing of joint acquisition statements as required by Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended.
<PAGE>
CUSIP No. 858912108 13D Page 11 of 12 Pages
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: February 17, 2000
/s/ Larry N. Feinberg
--------------------------------------
Larry N. Feinberg, individually and as
general partner of
Oracle Partners, L.P.,
general partner of
Oracle Institutional Partners, L.P.,
and president of
Oracle Investment Management, Inc.
<PAGE>
CUSIP No. 858912108 13D Page 12 of 12 Pages
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on
Amendment No. 1, is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D, shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason
to believe that such information is inaccurate.
DATED: February 17, 2000
/s/ Larry N. Feinberg
--------------------------------------
Larry N. Feinberg, individually and as
general partner of
Oracle Partners, L.P.,
general partner of
Oracle Institutional Partners, L.P.,
and president of
Oracle Investment Management, Inc.
