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)
Mr. Mark C. Miller
President and Chief Executive Officer
Stericycle, Inc.
21861 North Keith Drive
Lake Forest, Illinois 60045
(847) 367-5910
(Name, Address and Telephone Number of Person Authorized
To Receive Notices and Communications)
November 11, 2005
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(h), 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) [ x ]
(b) [ ]
(3) SEC use only
(4) Source of funds n/a
(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) 67.5%
(14) Type of reporting person CO
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This statement amends 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 and Amendment No. 2 to Schedule 13D dated December 18, 2002 that
Stericycle filed on January 6, 2003 (as amended, the "Schedule 13D").
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is amended to add the following:
Stericycle, Inc. has entered into a preliminary settlement, dated
November 11, 2005, to resolve class action litigation by the minority
shareholders of the Stericycle's majority-owned subsidiary, 3CI Complete
Compliance Corporation ("3CI"), in which 3CI has joined with the class as a
plaintiff. This litigation is pending in state court in Louisiana (Robb, et al.
v. Stericycle, Inc., et al., First Judicial District Court, Caddo Parish,
Louisiana [No. 467704-A]) (the "Louisiana Litigation").
Under the terms of the preliminary settlement, Stericycle has agreed to
pay a total of $32,500,000 in cash to a trust fund to be established by a claims
administrator approved by the court for the purpose of (i) settling all claims
in the Louisiana Litigation and in related litigation in state court in Texas
(3CI Complete Compliance Corporation v. Waste Systems, Inc., et al., 269th
Judicial District, Harris County, Texas [No. 2003-46899]), (ii) canceling or
otherwise acquiring all of the shares of 3CI common stock held by members of the
plaintiff class and (iii) paying court-approved administrative expenses and
legal fees.
The parties to the preliminary settlement intend that, as a condition
to the settlement, Stericycle will acquire sufficient shares of 3CI common stock
so that, with the shares that Stericycle and its wholly-owned subsidiary, Waste
Systems, Inc., already own, Stericycle will own 90% or more of 3CI's outstanding
common stock.
Stericycle's ownership of 90% or more of 3CI's outstanding common stock
would enable Stericycle to acquire the balance of the outstanding 3CI common
stock through a "short-form" merger under Delaware law. If Stericycle obtains
ownership of 90% or more of 3CI's outstanding common stock pursuant to the
settlement, Stericycle intends to conduct such a "short-form" merger at the
earliest practicable time thereafter as Stericycle determines.
The preliminary settlement has been approved by Stericycle's board of
directors and will be incorporated in a definitive settlement agreement and
submitted for approval to the court in the Louisiana Litigation.
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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: November 22, 2005.
STERICYCLE, INC.
By /s/ MARK C. MILLER
-------------------------------------
Mark C. Miller
President and Chief Executive Officer
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