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)
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)
March 1, 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 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
595,700
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
595,700
- -----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
595,700
- -----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- -----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.1%
- -----------------------------------------------------------------------------
(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
162,100
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
162,100
- -----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
162,100
- -----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- -----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.1%
- -----------------------------------------------------------------------------
(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
237,200
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
237,200
- -----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
237,200
- -----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- -----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.6%
- -----------------------------------------------------------------------------
(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 **
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
- -----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
5,000
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
995,000
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
5,000
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
995,000
- -----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,000,000
- -----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- -----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
6.8%
- -----------------------------------------------------------------------------
(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 statement on Schedule 13D amends, supplements and restates the
statement on Schedule 13G which was filed on February 23, 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 statement 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 712 Fifth Avenue, New York,
New York 10019. The business address of Mr. Feinberg is 712 Fifth Avenue, New
York, New York 10019.
<PAGE>
CUSIP No. 858912108 13D Page 7 of 12 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 statement
relates, purchased and held and the net investment cost of such shares is as
follows:
Aggregate # Net Investment
Name of Shares Cost
- -------------------- ----------- --------------
Oracle Partners 595,700 $7,690,157
Oracle Institutional 162,100 $2,091,142
SAM Oracle 182,300 $2,421,914
Oracle Offshore 44,900 $ 649,768
Retirement Plan 10,000 $ 161,250
Investment Manager 0 $ 0
Mr. Feinberg (as trustee
of the Foundation) 5,000 $ 80,625
Mr. Feinberg (for self) 0 $ 0
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, Oracle Offshore
and the Retirement Plan over each of which the Investment Manager, and
ultimately Mr. Feinberg, exercises investment discretion, and by Mr. Feinberg
(as trustee of the Foundation). The 1,000,000 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 $13,094,856. The funds for the
<PAGE>
CUSIP No. 858912108 13D Page 8 of 12 Pages
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 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 595,700 4.1%
Oracle Institutional 162,100 1.1%
Investment Manager 237,200 1.6%
Mr. Feinberg 1,000,000 6.8%
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
<PAGE>
CUSIP No. 858912108 13D Page 9 of 12 Pages
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
statement.
The Investment Manager does not directly own any of the Common Stock.
The Investment Manager, however, may be deemed to beneficially own 237,200
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 1,000,000 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 March 1, 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 02/01/00 50,000 8.3400
02/23/00 123,900 16.1250
02/23/00 800 15.8750
02/24/00 15,100 17.7875
02/29/00 6,600 18.5625
02/29/00 5,000 18.4063
03/01/00 7,300 18.7500
Oracle Institutional 02/23/00 36,800 16.1250
02/23/00 200 15.8750
02/24/00 4,000 17.7875
SAM Oracle 02/23/00 42,500 16.1250
02/23/00 200 15.8750
02/24/00 4,700 17.7875
02/29/00 2,500 18.5625
02/29/00 8,000 18.4063
03/01/00 2,200 18.7500
<PAGE>
CUSIP No. 858912108 13D Page 10 of 12 Pages
Oracle Offshore 02/23/00 10,500 16.1250
02/23/00 100 15.8750
02/24/00 1,200 17.7875
02/29/00 900 18.5625
02/29/00 7,000 18.4063
03/01/00 500 18.7500
Retirement Plan 02/23/00 10,000 16.1250
Investment Manager none none none
Mr. Feinberg (as trustee
of the Foundation) 02/23/00 5,000 16.1250
Mr. Feinberg (for self) 02/01/00 (50,000) 8.3400
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
statement.
(e) Not applicable.
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 statement 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: March 14, 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
Schedule 13D 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: March 14, 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.
