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1 =========================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ SCHEDULE 14D-1 (Amendment No. 1) TENDER OFFER STATEMENT PURSUANT TO SECTION 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 =============================================================================== STERIS Acquisition Corporation (the "Purchaser"), a Delaware corporation and a wholly owned subsidiary of STERIS Corporation, an Ohio corporation (the "Parent"), and Parent hereby amend and supplement their Tender Offer Statement on Schedule 14D-1 (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"). 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 10. ADDITIONAL INFORMATION. (b-c, e) On August 28, 1997, the Parent was notified by the Premerger Notification Office of the FTC that early termination of the waiting period imposed by the HSR Act had been granted. 2 3 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 3, 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 3