-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SUZuhUdJQsgUxe7GWno25GqyAynmlnbAI1JLmLRrLKDVkb+lX6GtwgCCW3Bd14G9 ID5FEY7j+cKWfIYBOUt0mQ== 0000889812-97-002048.txt : 19970926 0000889812-97-002048.hdr.sgml : 19970926 ACCESSION NUMBER: 0000889812-97-002048 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970925 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ISOMEDIX INC CENTRAL INDEX KEY: 0000719522 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 221986189 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-34751 FILM NUMBER: 97685423 BUSINESS ADDRESS: STREET 1: 11 APOLLO DR CITY: WHIPPANY STATE: NJ ZIP: 07981 BUSINESS PHONE: 2018874700 MAIL ADDRESS: STREET 1: 11 APOLLO DR CITY: WHIPPANY STATE: NJ ZIP: 07981 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KELLER SCOTT W CENTRAL INDEX KEY: 0001046230 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O CANTITOE CAPITAL MANAGEMENT STREET 2: 277 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2123505080 MAIL ADDRESS: STREET 1: V/O CANTITOE CAPITAL MANAGEMENT STREET 2: 277 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D 1 STATEMENT OF BENEFICIAL OWNERSHIP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 ISOMEDIX INC. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 464890102 (CUSIP Number) Christopher M. Wells Coudert Brothers 1114 Avenue of the Americas New York, New York 10036 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 15, 1997 (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 / /. 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 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 disclosure 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). Exhibit Index: Page 6 Page 1 of 8 Pages SCHEDULE 13D CUSIP No. 464890102 Page 2 of 8 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Scott W. Keller 2 Check the Appropriate Box If a Member of a Group* a. / / b. /X/ 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 United States 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 0 14 Type of Reporting Person* IN Item 1. Security and Issuer This statement on Schedule 13D relates to shares of Common Stock, par value $.01 per share (the "Common Stock") of Isomedix Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 11 Apollo Drive, Whippany, New Jersey, 07981. Item 2. Identity and Background This statement on Schedule 13D is being filed by Scott W. Keller (the "Reporting Person"). The Reporting Person is the sole shareholder of Cantitoe Capital Management, Inc., a Delaware corporation ("Cantitoe") which acts as an investment advisor to Guard Hill Capital LDC, a Cayman Islands company ("Guard Hill") which beneficially owned Common Stock of the Issuer. The Reporting Person is also the sole shareholder of Roubaix Holding Corp., a Delaware corporation which is the general partner of Guard Hill Advisors L.P., a Delaware limited partnership ("Guard Hill Advisors") which acts as investment adviser to various offshore investment funds and managed accounts which beneficially owned Common Stock of the Issuer. The business address of the Reporting Person is 277 Park Avenue, 26th floor, New York, NY 10017. The business and principal office of Guard Hill is c/o International Fund Administration, Ltd., 48 Par-La-Ville Road, Suite 464, Hamilton, Bermuda HM11. The business and principal office of Guard Hill Advisors and Cantitoe is 277 Park Avenue, 26th floor, New York, NY 10017. The present principal occupation or employment of the Reporting Person is President of Guard Hill Advisors and Cantitoe. During the last five years, the Reporting Person has not 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 resulting 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 violation with respect to such laws. The Reporting Person is a citizen of the United States. The filing of this statement on Schedule 13-D by the Reporting Person shall not be construed as an admission that the Reporting Person was, for the purposes of Section 13(d) of the Act, the beneficial owner of any securities covered by this statement on Schedule 13-D, and the Reporting Person disclaims such beneficial ownership. Item 3. Source and Amount of Funds or Other Consideration All of the shares of Common Stock of the Issuer deemed beneficially held by the Reporting Person were purchased with the working capital of Guard Hill and the other managed accounts of Guard Hill Advisors and Cantitoe. Item 4. Purpose of Transaction The purpose of the acquisition and disposition by the Reporting Person of the shares of Common Stock was for investment. Page 3 of 8 Pages Except as indicated above, the Reporting Person has no plans or proposals which relate to or would result in any of the events, actions or conditions specified in paragraphs (a) through (j) of Item 4 of this Schedule 13-D. Item 5. Interest in Securities of the Issuer (a) This statement on Schedule 13D relates to 356,200 shares of Common Stock deemed beneficially owned by the Reporting Person, which constitute approximately 5.5% of the issued and outstanding shares of Common Stock. (b) The Reporting Person had sole voting and dispositive power with respect to 356,200 shares of Common Stock. (c) Within the past sixty days, the Reporting Person purchased and sold shares of Common Stock on the date, in the amount and at the prices set forth on Exhibit A annexed hereto and incorporated by reference herein. All of such purchases were made on the open market. (d) Not applicable. (e) All of the shares of Common Stock deemed beneficially owned by the Reporting Person were sold on September 22, 1997, pursuant to a tender offer by STERIS Acquisition Corporation to purchase all of the outstanding securities of the Issuer. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer As discussed in Item 2 above, the Reporting Person is the sole shareholder of Cantitoe, which acts as investment advisor to Guard Hill, which owned 231,200 shares of Common Stock. The Reporting Person is the sole shareholder of Roubaix, which is the general partner of Guard Hill Advisors, which acts as investment adviser to various managed accounts which owned 125,000 shares of Common Stock; Except as set forth above, there exist no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any persons with respect to any securities of the Issuer, including but not limited to transfer or voting of any securities, finders' fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits Exhibit A: Transactions in Shares of Common Stock Within Past 60 Days. Page 4 of 8 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 25, 1997 Scott W. Keller By: /s/ Scott W. Keller ------------------------------ Scott W. Keller Page 5 of 8 Pages EXHIBIT INDEX Exhibit Exhibit Name Page A Transactions in Shares of Common Stock Within Past 60 Days 7 Page 6 of 8 Pages EXHIBIT A Transactions in Shares of Common Stock Within the Past Sixty Days Transactions by Guard Hill Capital LDC
Trade Date No. of Shares Purchased/Sold Cost (Sales Price) Per Unit 8/13/97 7,500 Purchased 20.188 8/19/97 20,000 Purchased 20.266 9/9/97 6,200 Purchased 20.375 9/9/97 12,500 Sold 20.313 9/10/97 32,500 Purchased 20.375 9/10/97 17,500 Purchased 20.375 9/10/97 25,000 Purchased 20.375 9/10/97 50,000 Purchased 20.375 9/10/97 50,000 Purchased 20.375 9/10/97 5,000 Sold 20.375 9/11/97 10,000 Purchased 20.375 9/15/97 25,000 Purchased 20.375 9/15/97 5,000 Purchased 20.375 9/22/97 231,200 Sold 20.500
Page 7 of 8 Pages Transactions by Accounts Managed by Guard Hill Advisors, L.P.
Trade Date No. of Shares Purchased/Sold Cost (Sales Price) Per Unit 8/13/97 1,000 Purchased 20.188 8/13/97 1,500 Purchased 20.188 8/19/97 2,500 Purchased 20.266 8/19/97 2,500 Purchased 20.266 9/9/97 10,000 Purchased 20.313 9/9/97 2,500 Purchased 20.313 9/10/97 15,000 Purchased 20.375 9/10/97 50,000 Purchased 20.375 9/10/97 2,500 Purchased 20.375 9/10/97 17,500 Purchased 20.375 9/15/97 20,000 Purchased 20.375 9/22/97 125,000 Sold 20.500
Page 8 of 8 Pages -----END PRIVACY-ENHANCED MESSAGE-----