SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
3CI COMPLETE COMPLIANCE CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
88553J-10-4
(CUSIP Number)
Dr. Clemens Pues
910 Pierremont, #312
Shreveport, LA 71106
(318) 869-0440
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
SEPTEMBER 9, 1998
(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(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
*The remainder of this cover page should 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
disclosures provided in a prior cover page.
The information required on 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 1 of 6
<PAGE>
________________________________________________________________________________
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons
Waste Systems, Inc.
________________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
________________________________________________________________________________
(3) SEC Use Only
________________________________________________________________________________
(4) Source of Funds
Not Applicable
________________________________________________________________________________
(5) Check 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 5,104,448 Shares
Shares Bene- ____________________________________________________________
ficially (8) Shared Voting Power -0-
Owned by ____________________________________________________________
Each Report-(9) Sole Dispositive Power 5,104,448 Shares
ing Person ____________________________________________________________
With (10) Shared Dispositive Power -0-
________________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
5,104,448 Shares
________________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
________________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11)
52.2%
________________________________________________________________________________
(14) Type of Reporting Person (See Instructions) CO
Page 2 of 6
<PAGE>
This Amendment No. 3 to the Schedule 13D dated February 7, 1994 (the
"Schedule 13D"), as amended by Amendment No. 1 to the Schedule 13D dated April
1, 1994 and Amendment No. 2 to the Schedule 13D dated February 20, 1998, is
filed to report the issuance of a press release relating to an agreement for the
sale of Waste Systems, Inc. ("WSI").
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by WSI, which, through its
subsidiaries, engages in the medical waste transportation and incineration
business. WSI is owned 50% by Rethmann GmbH & Co. Verwaltungs-und
Beteiligungs-KG ("Rethmann"), a German corporation controlled by members of the
Rethmann family in Germany, and 50% by Lobbe Holding GmbH Co. ("Lobbe"), a
German corporation controlled by members of the Edelhoff family in Germany. The
Rethmann family interests in WSI and the Edelhoff family interests in WSI are
managed separately and independently of each other. The principal executive
offices of WSI are located at 910 Pierremont, Suite 312, Shreveport, Louisiana
71106.
Attached to this statement as Schedule I is a list of the directors
and executive officers of WSI and the residence or business address, citizenship
and principal occupation or employment of each such director and executive
officer.
During the last five years, neither WSI nor any executive officer,
director or controlling person of WSI or of any corporation or other person
ultimately in control of WSI has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or was 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.
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<PAGE>
On September 9, 1998, Rethmann, Lobbe and Stericycle, Inc., a
Delaware corporation ("Stericycle"), issued a press release announcing the
signing of a Stock Purchase Agreement dated September 3, 1998 by and among
Rethmann, Lobbe and Stericycle (the "Agreement") pursuant to which Stericycle
will purchase all of the issued and outstanding shares of WSI. The closing of
the transactions contemplated in the Agreement is subject to customary closing
conditions, and the closing is scheduled to occur as soon as practicable upon
satisfaction of these conditions, and in no event later than September 30, 1998.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1.1 Press Release dated September 9, 1998 issued by
Rethmann, Lobbe and Stericycle.
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<PAGE>
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.
9/9/98
-----------------------
Date
/s/ CLEMENS PUES
-----------------------
Signature
CLEMENS PUES, PRESIDENT
------------------------
Name/Title
Page 5 of 6
<PAGE>
SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS
OF
WASTE SYSTEMS, INC.
The name, residence or business address, citizenship and present
principal occupation or employment of each executive officer and director of
Waste Systems, Inc.
are set forth below:
NAME AND ADDRESS CITIZENSHIP PRINCIPAL OCCUPATION
- ---------------- ----------- --------------------
Dr. Clemens Pues Germany President and Secretary of
910 Pierremont, #312 Waste Systems, Inc. Also is
Shreveport, Louisiana 71106 employed as Vice President
and director of the Issuer.
Markus Goedecke Germany Director of Waste Systems,
910 Pierremont, #312 Inc. Also is employed as
Shreveport, Louisiana 71106 Financial Manager of the
Rethmann Group.
Ernst Juergen Thomas Germany Director of Waste Systems,
910 Pierremont, #312 Inc. Also is employed as
Shreveport, Louisiana 71106 Managing Director of Lobbe
Holding GmbH & Co. and
director of the Issuer.
Page 6 of 6
EXHIBIT 1.1
[FRB LETTERHEAD]
FOR IMMEDIATE RELEASE
WEDNESDAY, SEPTEMBER 9, 1998
STERICYCLE AND WASTE SYSTEMS, INC. ANNOUNCE PURCHASE AGREEMENT
Deerfield, Illinois, September 9, 1998 - Stericycle, Inc. (Nasdaq: SRCL), the
second-largest provider of regulated medical waste management services in the
U.S., and Waste Systems, Inc. ("WSI") announced today that they have entered
into a purchase agreement pursuant to which Stericycle will acquire all of the
common stock of WSI.
WSI owns 52.2% of the common stock of 3CI Complete Compliance Corporation
("3CI"; Nasdaq: TCCC), and all of 3CI's preferred stock. In addition,
WSI holds a note from 3CI for approximately $5 million and accounts receivable
from 3CI of $0.46 million. For its fiscal year ended September 30, 1997, 3CI
reported revenues of $18.8 million, and for the 9-month period ended June 30,
1998, 3CI reported revenues of $14.1 million.
"We are excited about the opportunity to become the major shareholder in 3CI via
our agreement to acquire WSI," said Mark Miller, Stericycle's president and
chief executive officer.
3CI is strategically well-positioned in the southeastern and south central
United States and provides medical waste services and treatment to over 17,000
customers in Arkansas, Alabama, Florida panhandle, Georgia, Kansas, Louisiana,
Mississippi, Missouri, Oklahoma, Tennessee and Texas.
Terms of the transaction have not been disclosed and the agreement is subject to
completion of due diligence and other normal closing conditions. The transaction
is expected to close on or before September 30, 1998.
-more-
<PAGE>
Stericycle is the second-largest provider of regulated medical waste management
services in the U.S. The Company's Electro-Thermal-Deactivation process destroys
human pathogens without producing regulated air pollutants, and permits resource
recovery. Stericycle operates on a multi-regional basis, providing medical waste
collection, transportation, treatment, disposal, reduction and resource
recovery.
SAFE HARBOR STATEMENT
Statements in the press release which are not strictly historical are
"forward-looking." Forward-looking statements involve known and unknown risks,
which may cause the Company's actual results in the future to differ materially
from expected results. The risks and uncertainties that may affect the results
of the Company's business include the following: difficulties and delays with
respect to the completion and integration of acquisitions: delays and diversion
of attention related to compliance with permitting and regulatory authorities;
difficulties and delays with respect to marketing and sales activities: general
uncertainties accompanying expansion into new markets.
FOR MORE INFORMATION ON STERICYCLE, INC. VIA FASCIMILE AT NO ADDITIONAL COST,
SIMPLY DIAL 1-800-PRO-INFO AND ENTER THE COMPANY CODE SRCL.
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