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 Investment Management, Inc.
200 Greenwich Avenue
Greenwich, Connecticut 06830
(203) 862-7900
(Name, address and telephone number of person
authorized to receive notices and communications)
September 14, 2000
(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 11 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 11 Pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Partners, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS **
WC
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
719,600
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
719,600
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
719,600
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(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)
4.8%
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(14) TYPE OF REPORTING PERSON **
PN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 858912108 13D Page 3 of 11 Pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Institutional Partners, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(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
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NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
172,500
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
172,500
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
172,500
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(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.2%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
PN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 858912108 13D Page 4 of 11 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
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NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
307,900
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
307,900
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
307,900
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.1%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
CO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 858912108 13D Page 5 of 11 Pages
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(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 **
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
United States
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NUMBER OF (7) SOLE VOTING POWER
5,000
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
1,200,000
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
5,000
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,200,000
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,205,000
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
8.1%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 858912108 13D Page 6 of 11 Pages
Item 1. Security and Issuer.
This Amendment No. 1 ("Amendment No. 1") amends and restates the statement
on Schedule 13D which was filed on March 14, 2000 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, Oracle Offshore Limited, a
Cayman Islands corporation ("Oracle Offshore"), with respect
to shares of Common Stock directly owned by Oracle Offshore,
and Oracle Management Company Employee Retirement Account (the
"Retirement Plan"), with respect to shares of Common Stock
directly owned by the Retirement Plan; and
(iv) Mr. Larry N. Feinberg ("Mr. Feinberg"), which serves as the
general partner of Oracle Partners and Oracle Institutional
(together, the "Partnerships"), is the sole shareholder and
president of the Investment Manager, and is the trustee of The
Feinberg Family Foundation (the "Foundation"), with respect to
shares of Common Stock directly owned by him (as trustee of
the Foundation) and by the Partnerships, SAM Oracle, Oracle
Offshore and the Retirement Plan.
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 200 Greenwich Avenue,
Greenwich, Connecticut 06830. The business address of Mr. Feinberg is 200
Greenwich Avenue, Greenwich, Connecticut 06830.
<PAGE>
CUSIP No. 858912108 13D Page 7 of 11 Pages
(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, Oracle Offshore and the Retirement Plan. Mr. Feinberg is the
general partner of the Partnerships, the sole shareholder and president of the
Investment Manager and the trustee of the Foundation.
(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 719,600 $10,528,058
Oracle Institutional 172,500 $ 2,478,997
SAM Oracle 205,300 $ 2,978,341
Oracle Offshore 92,600 $ 1,809,312
Retirement Plan 10,000 $ 161,250
Investment Manager 0 $ 0
Mr. Feinberg (as trustee
of the Foundation) 5,000 $ 80,625
The Investment Manager does not directly own any shares of Common Stock.
The shares of Common Stock are held directly (i) by the Partnerships over which
Mr. Feinberg exercises investment discretion, (ii) by SAM Oracle, Oracle
Offshore and the Retirement Plan over each of which the Investment Manager, and
ultimately Mr. Feinberg, exercises investment discretion, and (iii) by Mr.
Feinberg (as trustee of the Foundation). The 1,205,000 shares of Common Stock
held in the aggregate by the Partnerships, SAM Oracle, Oracle Offshore, the
Retirement Plan and Mr. Feinberg (as trustee of the Foundation) were purchased
in open market transactions at an aggregate cost of $18,036,583. The funds for
the purchase of the shares of Common Stock held in the Partnerships came from
<PAGE>
CUSIP No. 858912108 13D Page 8 of 11 Pages
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 the Retirement Plan came from contributions into the Retirement
Plan. The funds for the purchase of the shares of Common Stock held by Mr.
Feinberg (as trustee of the Foundation) came from the funds of the Foundation.
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.
Item 4. Purpose of the Transaction.
The shares of Common Stock deemed to be beneficially owned by Mr. Feinberg
(as trustee of the Foundation) and the Investment Manager were acquired by Mr.
Feinberg (as trustee of the Foundation), the Partnerships, SAM Oracle, Oracle
Offshore and the Retirement Plan 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 (for
itself or as trustee of the Foundation), the Partnerships, SAM Oracle, Oracle
Offshore and the Retirement Plan 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 719,600 4.8%
Oracle Institutional 172,500 1.2%
Investment Manager 307,900 2.1%
Mr. Feinberg 1,205,000 8.1%
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 for the quarterly period
<PAGE>
CUSIP No. 858912108 13D Page 9 of 11 Pages
ended June 30, 2000, which indicates that as of August 9, 2000 there were
14,851,140 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.
The Investment Manager does not directly own any of the Common Stock.
The Investment Manager, however, may be deemed to beneficially own 307,900
shares of Common Stock by virtue of its investment advisory relationship with
SAM Oracle, Oracle Offshore and the Retirement Plan, pursuant to which the
Investment Manager provides discretionary investment advisory services to these
entities.
Mr. Feinberg directly owns, as trustee of the Foundation, only 5,000
shares of Common Stock. Mr. Feinberg, however, may be deemed to beneficially
own 1,205,000 shares of Common Stock by virtue of serving as the general
partner of the Partnerships and the trustee of the Foundation, 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 September 14, 2000 by the Reporting Persons named herein, Sam Oracle,
Oracle Offshore and the Retirement Plan.
No. of Shares
Name Date Purchased/(Sold) Price/Share
------------------------- -------- ---------------- -----------
Oracle Partners 09/13/00 17,800 21.8750
09/14/00 14,900 23.7937
09/14/00 60,000 23.3250
Oracle Institutional 09/13/00 5,000 21.8750
09/14/00 4,000 23.7940
09/14/00 15,900 23.3250
SAM Oracle 09/13/00 4,700 21.8750
09/14/00 4,000 23.7940
09/14/00 15,900 23.3250
Oracle Offshore 08/02/00 10,000 25.1250
09/13/00 2,500 21.8750
09/14/00 2,100 23.7940
09/14/00 8,200 23.3250
Retirement Plan none none none
Investment Manager none none none
Mr. Feinberg (as trustee
of the Foundation) none none none
<PAGE>
CUSIP No. 858912108 13D Page 10 of 11 Pages
The Common Stock purchases listed above were made through brokerage
transactions in the open market in the ordinary course of business.
(d) Sam Oracle, Oracle Offshore and the Retirement Plan, 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.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Other than the Joint Acquisition Statement attached to the original
statement on Schedule 13D which was filed on March 14, 2000 with respect to the
Common Stock of the Company, 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.
None.
<PAGE>
CUSIP No. 858912108 13D Page 11 of 11 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: September 21, 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.
