-----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, VTCwArKjl2i23PKr5kza9eqzz1iO4ntX002/cPe9lX2MYT15zy6ttuMTDFD8z1zq pORiEn4xgTTsXxC0KBR0tw== 0000950152-97-006751.txt : 19970922 0000950152-97-006751.hdr.sgml : 19970922 ACCESSION NUMBER: 0000950152-97-006751 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970919 SROS: NASD 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: 97683338 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: STERIS CORP CENTRAL INDEX KEY: 0000815065 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 341482024 STATE OF INCORPORATION: OH FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 5960 HEISLEY RD CITY: MENTOR STATE: OH ZIP: 44060 BUSINESS PHONE: 2163542600 MAIL ADDRESS: STREET 1: 5960 HEISLEY ROAD CITY: MENTOR STATE: OH ZIP: 44060 SC 13D 1 STERIS ACQUISITION CORP./ISOMEDIX SCHEDULE 13D 1 =========================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ SCHEDULE 14D-1 (Amendment No. 2/Final Amendment) AND SCHEDULE 13D TENDER OFFER STATEMENT PURSUANT TO SECTIONS 13(D) AND 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------ ISOMEDIX INC. (Name of Subject Company [Issuer]) STERIS ACQUISITION CORPORATION STERIS CORPORATION (Bidders) COMMON STOCK, PAR VALUE $.01 PER SHARE (Including the Associated Preferred Stock Purchase Rights) (Title of Class of Securities) 464890102 (CUSIP Number of Class of Securities) ------------ BILL R. SANFORD STERIS ACQUISITION CORPORATION C/O STERIS CORPORATION 5960 HEISLEY ROAD MENTOR, OHIO 44060 TELEPHONE: (216) 354-2600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) ------------ Copy to: ROY L. TURNELL, ESQ. THOMPSON HINE & FLORY LLP 3900 KEY CENTER 127 PUBLIC SQUARE CLEVELAND, OHIO 44114-1216 TELEPHONE: (216) 566-5500 CALCULATION OF FILING FEE
=========================================================================== TRANSACTION AMOUNT OF VALUATION* FILING FEE --------------------------------------------------------------------------- $ 155,470,401.00 $ 31,094.08 ===========================================================================
* For purposes of calculating fee only. This amount assumes the purchase at a purchase price of $20.50 per share of an aggregate of 7,583,922 shares of common stock. The amount of the filing fee, calculated 2 in accordance with Regulation 240.0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50th of one percentum of the value of shares purchased. |X| Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $31,094.08 Filing Party: STERIS Acquisition Corporation and STERIS Corporation Form or Registration No: Date Filed: August 18, 1997 Schedule 14D-1 Tender Offer Statement
=========================================================================== - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS STERIS Acquisition Corporation - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,263,670 shares** - -------------------------------------------------------------------------------- 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 95.7%** - -------------------------------------------------------------------------------- 10. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- 2 3 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS STERIS Corporation - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS BK - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Ohio - -------------------------------------------------------------------------------- 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,263,670 shares** - -------------------------------------------------------------------------------- 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 95.7%** - -------------------------------------------------------------------------------- 10. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- ** Reflects ownership of the shares of common stock of Isomedix Inc. after the purchase by STERIS Acquisition Corporation of shares tendered pursuant to the tender offer, but prior to the completion of the merger of STERIS Acquisition Corporation with and into Isomedix Inc. as disclosed below. After completion of the merger, STERIS Corporation owned 100% of the outstanding shares of common stock of Isomedix Inc. See Item 6. 3 4 STERIS Acquisition Corporation (the "Purchaser"), a Delaware corporation and a wholly owned subsidiary of STERIS Corporation, an Ohio corporation (the "Parent"), and the Parent hereby amend and supplement their Tender Offer Statement on Schedule 14D-1, as heretofore amended (the "Schedule 14D-1"), relating to the Purchaser's offer to purchase all of the outstanding shares of common stock, par value $.01 per share, and the associated preferred stock purchase rights (together with the rights, the "Shares") of Isomedix Inc., a Delaware corporation (the "Company"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 18, 1997 (the "Offer to Purchase"), and in the related Letter of Transmittal (which, as amended from time to time, together constitute the "Offer"). This Statement is also being filed on behalf of the Parent and the Purchaser for purposes of Schedule 13D of the Securities Exchange Act of 1934, as amended. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Schedule 14D-1 or the Offer to Purchase filed as an exhibit thereto. ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDERS. On September 17, 1997, the Merger was effected through a "short form" merger under Delaware law by action of the Purchaser's Board of Directors. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. The Offer expired at 12:00 midnight, Eastern Daylight Saving Time, on Tuesday, September 16, 1997. According to the Depositary for the Offer, a total of approximately 6,263,670 Shares (including approximately 207,804 Shares subject to guarantees of delivery) were tendered pursuant to the Offer. All properly tendered Shares were purchased on September 17, 1997 in accordance with the terms of the Offer. The Shares tendered and purchased constitute approximately 95.7% of the outstanding Shares. At the Effective Time of the Merger, the Parent became the owner of 100% of the outstanding shares of common stock of the Company. The information set forth in Exhibit (a)(9) is incorporated herein by reference. ITEM 10. ADDITIONAL INFORMATION. At the Effective Time of the Merger and pursuant to the Merger Agreement, the directors and officers of the Purchaser became the directors and officers of the Company. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(9) Press Release, dated September 17, 1997. 4 5 SIGNATURES After due 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 19, 1997 STERIS ACQUISITION CORPORATION By: /s/ BILL R. SANFORD --------------------------------------------- Name: Bill R. Sanford Title: Chairman, President, and Chief Executive Officer STERIS CORPORATION By: /s/ BILL R. SANFORD ---------------------------------------------- Name: Bill R. Sanford Title: Chairman, President, and Chief Executive Officer 5 6 EXHIBIT INDEX Exhibit Number Exhibit Name - ------ ------------ (a)(9) Press Release, dated September 17, 1997. 6 EX-1.9.AA 2 EXHIBIT 1.9(A)(A) 1 Exhibit (a)(9) PRESS RELEASE FOR IMMEDIATE RELEASE [STERIS LOGO] CONTACTS: Michael A. Keresman, III, Senior Vice President and CFO Gerard J. Reis, Vice President Business and Professional Relations (216) 354-2600 STERIS CORPORATION CLOSES TENDER OFFER FOR ISOMEDIX STOCK Mentor, Ohio (Wednesday, September 17, 1997) -- STERIS Corporation (NASDAQ:STRL) and Isomedix, Inc. (NYSE:ISO) today jointly announced that the tender offer of STERIS, through its wholly-owned subsidiary STERIS Acquisition Corporation for all the outstanding shares of common stock of Isomedix at a price of $20.50 per share, expired at 12:00 midnight, on Tuesday, September 16, 1997. According to the depository for the offer, 6,263,670 shares, representing approximately 96% of the issued and outstanding shares of Isomedix, were tendered pursuant to the offer (including approximately 207,804 shares subject to guarantees of delivery). STERIS has notified the depository that it will purchase all shares tendered. STERIS plans to promptly effect the merger of STERIS Acquisition Corporation into Isomedix. In the merger each remaining outstanding share of Isomedix will be converted into the right to receive $20.50 net in cash and Isomedix will become a wholly-owned subsidiary of STERIS. Isomedix provides contract sterilization and microbial reduction services to manufacturers of pre-packaged products, including healthcare and consumer products, through a network of eleven gamma facilities and five ethylene oxide facilities (four of which are combined gamma/ethylene oxide) in the United States, Canada, and Puerto Rico. A new electron-beam facility in Illinois is scheduled to begin operations later this year. STERIS Corporation is a leading provider of infection prevention, contamination prevention, and surgical support systems, products, services, and technologies to healthcare, scientific, research, and industrial Customers throughout the world. Customer Support facilities are located in major global market centers with manufacturing operations in the United States, Canada, Germany, and Finland. (end) -----END PRIVACY-ENHANCED MESSAGE-----