SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
3CI COMPLETE COMPLIANCE CORPORATION
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
88553J-10-4
(CUSIP Number)
Mr. Mark C. Miller
President and Chief Executive Officer
Stericycle, Inc.
28161 North Keith Drive
Lake Forest, Illinois 60045
(847) 367-5910
(Name, Address and Telephone Number of Person Authorized
To Receive Notices and Communications)
December 18, 2002
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
* 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 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 purposes of section 18 of the Securities Exchange Act of 1934
(the "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).
CUSIP NO. 88553J-10-4
(1) Name of reporting person Stericycle, Inc.
IRS identification nos. of above persons 36-3640402
(2) Check the appropriate box if a member of a group (a) [ ]
(b) [ ]
(3) SEC use only
(4) Source of funds WC
(5) Check if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e) [ ]
(6) Citizenship or place or organization Delaware
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power 6,578,504
(8) Shared voting power 0
(9) Sole dispositive power 6,578,504
(10) Shared dispositive power 0
(11) Aggregate amount beneficially owned by each reporting person 6,578,504
(12) Check if the aggregate amount in Row (11) excludes certain shares [ ]
(13) Percent of class represented by amount in Row (11) 71.52%
(14) Type of reporting person CO
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This amendment amends as follows the Statement on Schedule 13D dated
October 8, 1998 that Stericycle, Inc. ("Stericycle") filed on October 13, 1998,
as amended by Amendment No. 1 to Schedule 13D dated May 1, 2002 that Stericycle
filed on May 9, 2002.
ITEM 2. IDENTITY AND BACKGROUND
Schedule A to this amendment lists the name, residence or business
address, principal occupation or employment, and name and address of his or her
employer, of each of Stericycle's executive officers and directors as of the
date of this amendment.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
This amendment is filed to report the purchase on December 18, 2002 of
an additional 541,286 shares of common stock of the issuer, 3CI Complete
Compliance Corporation ("3CI"), by Stericycle's wholly-owned subsidiary, Waste
Systems, Inc., a Delaware corporation ("WSI").
These shares were acquired pursuant to the exercise of a warrant to
purchase up to 541,286 shares of 3CI common stock at an exercise price of $.10
per share. 3CI issued this warrant to WSI in connection with and in
consideration of an earlier extension by WSI of the maturity of the amended and
restated secured promissory date, dated October 1, 1998, as amended, from 3CI to
WSI.
The source of the funds that Stericycle provided to WSI to use to pay
the exercise price of the warrant was cash on hand.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the transaction was to acquire additional shares of 3CI
common stock prior to the expiration of the underlying warrant on December 20,
2002.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Stericycle owns directly, or indirectly through its wholly-owned
subsidiary WSI, 6,578,504 shares of 3CI common stock. These shares represent
71.52% of the 9,198,325 shares of 3CI common stock which were outstanding as of
August 14, 2002 (according to 3CI's quarterly report on Form 10-Q for the
quarter ended June 30, 2002). Stericycle, through WSI, has the sole power to
vote or to direct the vote of, and the sole power to dispose or to direct the
disposition of, all 6,578,504 shares.
None of the executive officers or directors of Stericycle named in the
attached Schedule A beneficially owns any shares of 3CI common stock.
Except for the warrant exercise described in Item 3, neither Stericycle
nor any of the executive officers or directors of Stericycle named in the
attached Schedule A, nor any direct or
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indirect subsidiary of Stericycle, has effected any transaction in 3CI common
stock during the past 60 days.
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: January 6, 2003.
STERICYCLE, INC.
By /s/ MARK C. MILLER
----------------------------------------------
Mark C. Miller
President and Chief Executive Officer
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SCHEDULE A
EXECUTIVE OFFICERS OF STERICYCLE, INC.(1)
NAME TITLE
---- -----
Mark C. Miller President and Chief Executive Officer
Richard T. Kogler Executive Vice President and Chief Operating Officer
Frank J.M. ten Brink Executive Vice President and Chief Financial Officer
Anthony J. Tomasello Executive Vice President and Chief Technology Officer
(1) All executive officers use Stericycle's address for his business address.
All executive officers are United States citizens, with the exception of
Frank J.M. ten Brink, who is a citizen of the Netherlands.
DIRECTORS OF STERICYCLE, INC.(1)
NAME BUSINESS ADDRESS
---- ----------------
Jack W. Schuler Crabtree Partners LLC
Chairman of the Board 28161 North Keith Drive
Lake Forest, Illinois 60045
Mark C. Miller Stericycle, Inc.
President and Chief Executive Officer 28161 North Keith Drive
Lake Forest, Illinois 60045
John P. Connaughton Bain Capital, LLC
111 Huntington Avenue
Boston, Massachusetts 02199
Rod F. Dammeyer CAC, LLC
676 North Michigan Avenue
Suite 2800
Chicago, Illinois 60611
Patrick F. Graham The Gillette Company
The Prudential Building
800 Boylston Street
Boston, Massachusetts 02199
John Patience Crabtree Partners LLC
28161 North Keith Drive
Lake Forest, Illinois 60045
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Thomas R. Reusche Madison Dearborn Partners, LLC
Three First National Plaza
Suite 3800
Chicago, Illinois 60602
Peter Vardy 161 East Chicago Avenue
Chicago, Illinois 60611
L. John Wilkerson, Ph.D. Galen Associates
610 Fifth Avenue
New York, New York 10020
(1) All directors are United States citizens.
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