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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 14, 1999
STERICYCLE, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-21229 36-3640402
(State or other juris- (Commission file (IRS employer
diction of incorporation) number) identification number)
28161 North Keith Drive
Lake Forest, Illinois 60045
(Address of principal executive offices)
Registrant's telephone number, including area code: (847) 367-5910
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ITEM 2. Acquisition or Disposition of Assets
On April 14, 1999, Stericycle, Inc. (the "Company") entered into agreements
with Allied Waste Industries, Inc. ("Allied") pursuant to which the Company will
acquire all of the medical waste management operations of Browning-Ferris
Industries, Inc. ("BFI") in the United States, Canada and Puerto Rico, and, in
addition, all of Allied's medical waste management operations, for $440 million
in cash. Allied is in the process of acquiring BFI in a $9.1 billion merger.
The Company's acquisition of BFI's and Allied's medical waste management
operations is contingent upon Allied's completion of its acquisition of BFI, and
is expected to close concurrently with or shortly following the closing of
Allied's acquisition. The Company's acquisition is also subject to a number of
other conditions, including, among these conditions, regulatory clearance and
receipt of the financing necessary to complete the acquisition.
Copies of the stock purchase and asset purchase agreements between the
Company and Allied are filed as exhibits to this Report. A copy of the joint
press release by the Company and Allied announcing the transaction on April 15,
1999 is also filed as exhibit to this Report.
The source of funds for the Company's acquisition has not yet been
determined. There is no material relationship between the Company (or any
officer, director or affiliate of the Company or any associate of any such
officer or director) and Allied. The Company intends to use the assets acquired
in the conduct of the Company's own medical waste management operations.
ITEM 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
It is impracticable at present to file any of the financial statements for
the business to be acquired that are required to be filed for the periods
specified in Rule 3-05 of Regulation S-X (17 C.F.R. 210.3-05(b)). The Company
intends to file these financial statements by an amended Report on Form 8-K/A as
soon as practicable.
(b) Pro Forma Financial Information
It is impracticable at present to file any of the pro forma financial
information that is required to be filed pursuant to Article 11 of Regulation
S-X. The Company intends to file this financial information by an amended Report
on Form 8-K/A as soon as practicable.
(c) Exhibits
The following exhibits are filed with this Report:
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EXHIBIT NO. DESCRIPTION
2.1 Stock Purchase Agreement, dated as of April 14, 1999,
between Allied Waste Industries, Inc. and Stericycle, Inc.
2.2 Asset Purchase Agreement, dated as of April 14, 1999,
between Allied Waste Industries, Inc. and Stericycle, Inc.
99 Press release dated April 15, 1999 issued by Stericycle,
Inc. and Allied Waste Industries, Inc.
Exhibit 2.1 omits Exhibits A ("Scope of Audit of Medical Waste
Operations"), B ("First Rights Agreement") and C ("Transition Agreement") and
Schedules 6.1 ("Conduct of the Business by the Company Pending Closing") and
6.5(e) ("Executives"); Exhibit 2.2 omits Exhibits A ("First Rights Agreement")
and B ("Transition Agreement") and Schedules 6.1 ("Conduct of the Business by
the Company Pending Closing") and 6.5(e) ("Executives"). In accordance with Item
601(b)(2) of Regulation S-K (17 C.F.R. 229.601(b)(2)), the Company agrees to
furnish supplementally a copy of any omitted exhibit or schedule to the
Commission upon its request.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: April 23, 1999.
STERICYCLE, INC.
By /s/ Richard T. Kogler
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Richard T. Kogler
Chief Operating Officer
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EXHIBIT INDEX
SEQUENTIALLY
NUMBERED
EXHIBIT DESCRIPTION PAGE
- ------- ----------- ------------
2.1 Stock Purchase Agreement, dated as of April 14, 1999,
between Allied Waste Industries, Inc. and Stericycle,
Inc......................................................
2.2 Asset Purchase Agreement, dated as of April 14, 1999,
between Allied Waste Industries, Inc. and Stericycle,
Inc......................................................
99 Press release dated April 15, 1999 issued by Stericycle,
Inc. and Allied Waste Industries, Inc....................
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