CHARLES RIVER LABORATORIES HOLDINGS INC, S-1/A, 2000-01-28

CHARLES RIVER LABORATORIES HOLDINGS INC
S-1/A, 2000-01-28
BLANK CHECKS

Previous: PALM INC, S-1/A, 2000-01-28

Next: SMART INVESTMENT COM INC, 3, 2000-01-28

As submitted to the Securities and Exchange Commission on January 28, 2000
Registration No. 333-92383
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------

AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

-----------------------

Charles River Laboratories Holdings, Inc.
(Exact name of Registrant as specified in its charter)

Delaware 2836 06-139-7316

(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)

Thomas Ackerman
Chief Financial Officer
251 Ballardvale Street Charles River Laboratories, Inc.
Wilmington, MA 01887 251 Ballardvale Street
(978) 658-6000 Wilmington, MA 01887
(978) 658-6000

(Address, including zip code, and (Address, including zip code, and
telephone number, including area code, telephone number, including area code,
of Registrant's principal executive of agent for service)
offices)
-----------------------

Copies to:

Richard D. Truesdell, Jr., Esq. Greg Ezring
Davis Polk & Wardwell Latham & Watkins
450 Lexington Avenue 885 Third Avenue
New York, New York 10017 New York, New York 10022
-----------------------

Approximate date of commencement of proposed sale to the public: From time
to time after the effective date.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earliest effective registration statement for the
same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration number of the earliest effective registration statement for the
same offering. |_|

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|

<TABLE>

CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Proposed Maximum Proposed
Offering Aggregate Maximum Amount of
Title of Each Class Amount to be Price Aggregate Registration
of Securities to be Registered Registered Per Security(1) Offering Price(1) Fee(5)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Warrants to purchase common stock..... 150,000 warrants $ 10.00(2) $ 1,500,000 $ 396
- ---------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share 591,366 shares (3) $ 2.53(4) $ 1,496,156 $ 395
=====================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of computing the amount of registration
fee.
(2) Based on the exercise price of the warrants.
(3) 591,366 shares of common stock of the registrant are issuable upon exercise
of the warrants being registered hereunder, plus a presently indeterminable
number of shares of common stock, if any, as shall be issuable from time to
time as required pursuant to adjustments under the warrants which are being
registered pursuant to Rule 416.
(4) Based on each warrant entitling the holder to purchase 3.942 shares of
common stock.
(5) Previously paid in connection with Registration No. 333-91845
and No. 333-92383.

-----------------------

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the SEC, acting pursuant to said Section 8(a), may
determine.

================================================================================

<PAGE>

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 28, 2000
PROSPECTUS

Charles River Laboratories Holdings, Inc.
COMMON STOCK
WARRANTS TO PURCHASE COMMON STOCK

This prospectus relates to the resale of 150,000 warrants to purchase
shares of common stock of Holdings by holders named on page 60 of this
prospectus or in an accompanying supplement to this prospectus. This prospectus
also relates to the issuance and sale of 591,366 shares of common stock of
Holdings issued upon the exercise of the warrants. All of the common stock and
warrants being registered may be offered and sold from time to time by the named
holders.

Holdings will not receive any proceeds from the sale of the common stock or
warrants by the selling holders, other than payment of the exercise price of the
warrants.

The common stock and warrants are not listed on any national securities
exchange. Holdings has agreed to bear specific expenses in connection with the
registration and sale of the warrants and the common stock being offered by the
selling holders.

See "Risk Factors" beginning on page 9 for a discussion of the risk factors
that should be considered by you.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

The date of this prospectus is , 2000.

<PAGE>

-----------------------
TABLE OF CONTENTS
-----------------------

Page
----

Summary........................................................................1
Risk Factors...................................................................9
Forward-Looking Statements....................................................18
Industry and Market Data......................................................18
The Transactions..............................................................18
Use of Proceeds...............................................................22
Dividend Policy...............................................................22
Capitalization................................................................23
Selected Historical Consolidated Financial Data...............................24
Management's Discussion and Analysis of
Financial Condition and Results of
Operations...............................................................26
Business......................................................................39
Management....................................................................49
Executive Compensation........................................................51
Security Ownership of Certain Beneficial Owners and Management................54
Certain Relationships and Related Party
Transactions.............................................................55
Description of New Credit Facility............................................57
Warrantholders................................................................60
Description of Warrants.......................................................64
Description of Capital Stock..................................................67
Certain United States Tax Consequences........................................68
Plan of Distribution..........................................................71
Legal Matters.................................................................73
Independent Accountants.......................................................73
Index to Unaudited Pro Forma Condensed
Consolidated Financial Data.............................................P-1
Index to Consolidated Financial Statements...................................F-1

-----------------------

<PAGE>

SUMMARY

References to "Holdings" refers to Charles River Laboratories Holdings,
Inc. References to the words "Charles River," "CRL," "we," "our," and "us" refer
only to Charles River Laboratories, Inc., its predecessors, its subsidiaries,
its affiliates and its joint ventures. This summary highlights information
contained elsewhere in this prospectus and may not contain all of the
information that is important to you. For a more complete understanding of this
offering, we encourage you to read this entire prospectus carefully.

Our fiscal year ends on the Saturday closest to December 31. Unless the
context indicates otherwise, whenever we refer in this prospectus to a
particular fiscal year, we mean the fiscal year ending in that particular
calendar year. When we refer to "pro forma" financial results, we mean the
financial results of Charles River and its subsidiaries on a consolidated basis
as if the Transactions (which we define on page 2) had occurred at the beginning
of the relevant time period.

CHARLES RIVER LABORATORIES HOLDINGS, INC.

Holdings is a holding company and does not have any material operations or
assets other than its ownership of all of the capital stock of Charles River.

Our principal executive offices are located at 251 Ballardvale Street,
Wilmington, MA 01887 and our telephone number is (978) 658-6000.

CHARLES RIVER LABORATORIES, INC.

Overview

We are a global market leader in the commercial production and supply of
animal research models, meaning whole, living animals bred in a clean
environment specifically for the purpose of research, most of which are rats and
mice, for use in the discovery, development and testing of new pharmaceuticals.
Since we have expanded our core capabilities in research models we have become a
leading supplier of related biomedical products and services in several
specialized niche markets. We have a broad customer base which consists
primarily of:

o large pharmaceutical companies, including the ten largest global
pharmaceutical companies based on 1998 revenues

o biotechnology, animal health, medical device and diagnostics companies

o hospitals

o academic institutions

o government agencies

On a pro forma basis, research models accounted for 62%, and biomedical
products and services accounted for 38%, of net sales for the nine-month period
ended September 25, 1999. Over the same time period, we reported pro forma net
sales of $177.1 million and pro forma Adjusted EBITDA, which means EBITDA, as
defined, adjusted for non-recurring, non-cash and cash items, as appropriate, of
$45.4 million.

Research Models. We have a leading position in the global market for
research models, which primarily consists of rats and mice bred for the specific
purpose of research. The use of research models is often a critical part of
scientific discovery in the life sciences and is required by FDA guidelines as
well as foreign regulatory agencies for new drug approval processes.

1
<PAGE>

Competitive Strengths

We have a number of competitive strengths, including:

o long-standing relationships with an extensive customer base

o critical component of pharmaceutical research

o leading market position

o global presence

o experienced and motivated management team

Business Strategy

Our business strategy combines the following elements:

o increase sales in research models

o expand biomedical products and services, which includes:

- capitalizing on outsourcing trends within the pharmaceutical
companies, whereby these companies contract out to others
functions that were previously performed internally

- building upon our existing capabilities

- increasing our global sales

o undertake strategic acquisitions and alliances

THE TRANSACTIONS

We collectively refer to the recapitalization and the Sierra acquisition,
which we describe below, as the "Transactions."

The Recapitalization

On September 29, 1999, we were acquired by affiliates of DLJ Merchant
Banking Partners II, L.P., management and other investors while subsidiaries of
Bausch & Lomb Incorporated retained a portion of their equity investment in us,
for total consideration of $456.2 million. As a result, DLJ Merchant Banking
Partners II, L.P. and some of its affiliates, whom we refer to collectively as
the "DLJMB Funds", indirectly own 71.9% and subsidiaries of Bausch & Lomb
Incorporated, who we refer to collectively as the "Rollover Shareholders", own
12.5% of Holdings. We are a wholly owned subsidiary of Holdings. See page 18 for
more information on the financing of the recapitalization. We collectively refer
to the Recapitalization and all related financing as the "Recapitalization."

2
<PAGE>

The Sierra Acquisition

Concurrently with the Recapitalization, we acquired SBI Holdings, Inc.
("Sierra") for an initial total purchase price of $24.0 million, including
approximately $18.0 million in cash paid to former shareholders, and assumed
debt of approximately $6.0 million, which we immediately retired. See page 19
for more information on the funding of the acquisition of Sierra.

Sierra is a pre-clinical biomedical services company with expertise in drug
safety and efficacy assessment studies using research models. We believe that
the acquisition of Sierra will contribute to our growing presence in the
pre-clinical testing services business. Data from the pre-clinical stage is
submitted to the applicable regulatory agency for review in order for the drug
to obtain approval to advance to the human testing stage, commonly known as
clinical studies.

We collectively refer to the acquisition of Sierra and all related
financings as the "Sierra Acquisition."

<PAGE>

SUMMARY DESCRIPTION OF THE WARRANTS

We issued the warrants as part of units in a transaction exempt from the
registration requirements of the Securities Act of 1933. Each unit consisted of
$1,000 principal amount of 13 1/2% senior subordinated notes due 2009 ("notes")
and one warrant to purchase 3.942 shares of common stock, par value $.01 per
share.

Warrants............. 150,000 warrants which will entitle the holders to
purchase an aggregate of 591,366 shares of the common
stock of Holdings, representing approximately 5.0% of
Holdings common stock on a fully diluted basis, assuming
exercise of all outstanding warrants.

Exercise............. Each warrant will entitle the holder, subject to some
conditions, to purchase 3.942 shares of the common stock
of Holdings at an exercise price of $10.00 per share,
subject to adjustment under some circumstances. The
warrants will be exercisable at any time on or after
October 1, 2001, and prior to the expiration of the
warrants. The exercise price and number of shares of
common stock of Holdings issuable upon exercise of the
warrants will be subject to adjustment from time to time
upon the occurrence of particular changes with respect to
the common stock of Holdings, including:

o particular distributions of shares of common stock of
Holdings

o issuances of options or convertible securities

o dividends and distributions

o particular changes in options and convertible
securities of Holdings

A warrant does not entitle its holder to receive any
dividends paid on shares of the common stock of Holdings.

Expiration........... October 1, 2009.

You should refer to the section entitled "Risk Factors" for an explanation
of risks of investing in this offering.

<PAGE>

CHARLES RIVER LABORATORIES HOLDINGS, INC. AND CHARLES RIVER LABORATORIES, INC.
SUMMARY HISTORICAL AND UNAUDITED PRO FORMA
COMBINED FINANCIAL DATA

The table below presents summary historical and unaudited pro forma
combined financial data and other data for Holdings and Charles River. For the
historical periods presented below, Holdings had no asset, liabilities or
operations. The summary combined financial data for the fiscal years ended
December 28, 1996, December 27, 1997 and December 26, 1998 are derived from the
audited combined financial statements of Holdings and Charles River and the
notes thereto included elsewhere in this prospectus. The summary historical
combined unaudited financial data as of September 25, 1999 and for the nine
months ended September 26, 1998 and September 25, 1999 are derived from the
unaudited combined financial statements of Holdings and Charles River and the
notes thereto included elsewhere in this prospectus. In the opinion of
management, Holdings' and Charles River's unaudited combined financial
statements include all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of the financial condition and
results of operations for these periods. The summary unaudited pro forma
combined financial data, which assume the Transactions had been completed as of
such dates, are derived from the Holdings and Charles River Unaudited Pro Forma
Condensed Combined Financial Data appearing elsewhere in this prospectus. The
summary unaudited pro forma combined financial data do not purport to be
indicative of the results that actually would have been obtained had the
Transactions been completed as of such dates and are not intended to be a
projection of Holdings' and Charles River's combined future results of
operations or financial position. You should read the information contained in
this table in conjunction with "Use of Proceeds," "Selected Historical
Consolidated Financial Data," "Management's Discussion and Analysis of Financial
Condition and Results of Operations," Holdings and Charles River "Unaudited Pro
Forma Condensed Combined Financial Data" and Holdings' and Charles River's
combined financial statements and the notes thereto contained elsewhere in this
prospectus.

<TABLE>
Fiscal Year(1) Nine Months Ended Pro Forma
---------------------------------- ------------------------ ----------------------
Nine
Months
September September Fiscal Year Ended
26, 25, Ended September
1996 1997 1998 1998 1999 1998 25, 1999
---- ---- ---- ---- ---- ---- --------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Income Statement Data:
Net sales related to products................. $146,477 $156,800 $169,377 $128,478 $139,269 $185,969 $155,303
Net sales related to services................. 9,127 13,913 23,924 17,041 21,827 23,924 21,827
Total net sales............................... 155,604 170,713 193,301 145,519 161,096 209,893 177,130
Cost of products sold......................... 91,600 102,980 107,146 80,067 84,557 116,551 94,146
Cost of services provided..................... 6,177 8,480 15,401 10,974 12,673 15,401 12,673
Selling, general and administrative expenses.. 28,327 30,451 34,142 25,202 29,414 39,052 34,778
Amortization of goodwill and other
intangibles.................................. 610 834 1,287 1,036 1,114 3,354 2,553
Restructuring charges......................... 4,748 5,892 -- -- -- -- --
Operating income.............................. 24,142 22,076 35,325 28,240 33,338 35,535 32,980
Other Data:
EBITDA, as defined(2)......................... $33,670 $31,779 $46,220 $36,172 $42,039 $49,146 $43,660
Adjusted EBITDA(2)............................ 39,167 38,528 47,234 37,012 43,378 50,642 45,450
Adjusted EBITDA margin........................ 25.2% 22.6% 24.4% 25.4% 26.9% 24.1% 25.7%
Depreciation and amortization................. $9,528 $9,703 $10,895 $7,932 $8,701 $13,611 $10,680
Capital expenditures.......................... 11,572 11,872 11,909 5,834 7,426 13,307 8,398
Cash interest expense(3)..................................................................................... 35,060 28,340
Cash flows from operating activities(4)....... $20,545 $23,684 $36,699 $23,486 $19,552
Cash flows from investing activities(4)....... $(11,678) $(12,306) $(22,349) $(14,267) $(4,751)
Cash flows from financing activities(4)....... $(4,068) $(12,939) $(8,018) $(2,412) $(34,554)
Selected Ratios:
Ratio of earnings to fixed charges(5)......... 18.8x 16.5x 25.8x 26.1x 33.7x 0.8x 0.9x
Ratio of Adjusted EBITDA to cash interest expense............................................................ 1.4x 1.6x
</TABLE>

5
<PAGE>

As of September 25, 1999
----------------------------
Historical Pro Forma
---------- ---------
(dollars in thousands)
Balance Sheet Data:
Cash and cash equivalents.......................... $ 3,457 $ 3,678
Working capital.................................... 20,596 32,001
Total assets....................................... 210,371 332,198
Total debt(6)...................................... 1,033 382,770
Total stockholder's equity......................... 148,965 (115,197)

- -------------------
(1) Our fiscal year consists of twelve months ending on the Saturday closest to
December 31.

(2) EBITDA, as defined, represents operating income plus depreciation and
amortization. EBITDA, as defined, is presented because it is a widely
accepted financial indicator used by some investors and analysts to analyze
and compare companies on the basis of operating performance.

Adjusted EBITDA, which represents EBITDA, as defined, adjusted for
non-recurring, non-cash and cash items, as appropriate, is presented below
because we believe it is a meaningful indicator of Holdings' and Charles
River's operating performance and it is the measure by which some of the
covenants under the new credit facility are computed.

EBITDA, as defined, and Adjusted EBITDA are not intended to represent cash
flows for the period, nor are they presented as an alternative to operating
income or as an indicator of operating performance. They should not be
considered in isolation or as a substitute for measures of performance
prepared in accordance with GAAP in the United States and are not
indicative of operating income or cash flow from operations as determined
under GAAP. Our method of computation may or may not be comparable to other
similarly titled measures of other companies.

The following table sets forth a reconciliation of EBITDA, as defined, to
Adjusted EBITDA:

<TABLE>
Fiscal Year Nine Months Ended Pro Forma
---------------------------- ----------------------------- ----------------------------
Nine Months
Ended
September 26, September 26, Fiscal Year September 25,
1996 1997 1998 1998 1999 Ended 1998 1999
---- ---- ---- ------------- ------------ ---------- -------------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
EBITDA, as defined..................... $33,670 $31,779 $46,220 $36,172 $42,039 $49,146 $43,660
Restructuring and other charges........ 4,748 5,892 -- -- 400 -- 400
Dividends received from equity
investments...................... 725 773 681 681 815 681 815
Charles River non-cash
compensation(a).................. 24 84 333 159 124 333 124
Sierra non-cash compensation(a)........ -- -- -- -- -- 262 --
Non-recurring transaction expenses(b).. -- -- -- -- -- 220 451
Adjusted EBITDA........................ $39,167 $38,528 $47,234 $37,012 $43,378 $50,642 $45,450
</TABLE>

(a) Amount represents non-cash compensation expense recorded by Charles
River and Sierra as a result of options under their respective option
plans being issued at below fair market value.
(b) Represents expenses incurred by Sierra related to its acquisition of
HTI Bio-Services, Inc., and to its acquisition by Charles River; these
amounts are considered non-recurring.

(3) Cash interest expense represents total interest expense less amortization
of deferred financing costs and other non-cash interest charges.

(4) Cash flow information is not presented with respect to the unaudited pro
forma data because a statement of cash flows is not required by Article 11
of SEC Regulation S-X.

(5) For purposes of calculating the ratio of earnings to fixed charges,
"earnings" consist of income before income taxes, minority interests and
earnings from equity investments less minority interests plus earnings from
equity investments plus fixed charges. "Fixed charges" consist of interest
expense on all indebtedness, amortization of deferred financing costs and
one-third of rental expense from operating leases that we believe is a
reasonable approximation of the interest component of rental expense. On a
pro forma basis for the fiscal year ended December 25, 1998 and the nine
months ended September 25, 1999, fixed charges exceeded earnings by $6,493
and $4,467, respectively.

(6) Total debt includes all debt and capital lease obligations, including
current portions.

<PAGE>

CHARLES RIVER LABORATORIES, INC.
SUMMARY HISTORICAL AND UNAUDITED PRO FORMA
CONSOLIDATED FINANCIAL DATA

The table below presents summary historical and unaudited pro forma
consolidated financial data and other data for Charles River. The summary
historical consolidated financial data for the fiscal years ended December 28,
1996, December 27, 1997 and December 26, 1998 are derived from our audited
consolidated financial statements and the notes thereto included elsewhere in
this prospectus. The summary unaudited financial data as of September 25, 1999
and for the nine months ended September 26, 1998 and September 25, 1999 are
derived from our unaudited consolidated financial statements and the notes to
those statements. In the opinion of management, our unaudited consolidated
financial statements include all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of the financial
condition and results of operations for these periods. The summary unaudited pro
forma consolidated financial data, which assume the transactions had been
completed as of such dates, are derived from the Unaudited Pro Forma Condensed
Consolidated Financial Data appearing elsewhere in this prospectus. The summary
unaudited pro forma consolidated financial data do not purport to be indicative
of the results that actually would have been obtained had the Transactions been
completed as of such dates and are not intended to be a projection of our future
results of operations or financial position. You should read the information
contained in this table in conjunction with "Use of Proceeds," "Selected
Historical Consolidated Financial Data," "Management's Discussion and Analysis
of Financial Condition and Results of Operations," "Unaudited Pro Forma
Condensed Consolidated Financial Data" and our consolidated financial statements
and the notes thereto contained elsewhere in this prospectus.

<TABLE>
Fiscal Year(1) Nine Months Ended Pro Forma
------------------------------------- -------------------------- -----------------------
Nine Months
Fiscal Year Ended
September 26, September 25, Ended September
1996 1997 1998 1998 1999 1998 25, 1999
-------- --------- --------- ------------- ------------- ----------- -----------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Income Statement Data:
Net sales related to products............. $146,477 $156,800 $169,377 $128,478 $139,269 $185,969 $155,303
Net sales related to services............. 9,127 13,913 23,924 17,041 21,827 23,924 21,827
-------- -------- -------- -------- -------- -------- --------
Total net sales........................... 155,604 170,713 193,301 145,519 161,096 209,893 177,130
Cost of products sold..................... 91,600 102,980 107,146 80,067 84,557 116,551 94,146
Cost of services provided................. 6,177 8,480 15,401 10,974 12,673 15,401 12,673
Selling, general and administrative
expenses................................ 28,327 30,451 34,142 25,202 29,414 39,052 34,778
Amortization of goodwill and other
intangibles............................. 610 834 1,287 1,036 1,114 3,354 2,553
Restructuring charges..................... 4,748 5,892 -- -- -- -- --
-------- -------- -------- -------- -------- -------- --------
Operating income.......................... 24,142 22,076 35,325 28,240 33,338 35,535 32,980
Other Data:
EBITDA, as defined(2)..................... $33,670 $31,779 $46,220 $36,172 $42,039 $49,146 $43,660
Adjusted EBITDA(2)........................ 39,167 38,528 47,234 37,012 43,378 50,642 45,450
Adjusted EBITDA margin.................... 25.2% 22.6% 24.4% 25.4% 26.9% 24.1% 25.7%
Depreciation and amortization............. $9,528 $9,703 $10,895 $7,932 $8,701 $13,611 $10,680
Capital expenditures...................... 11,572 11,872 11,909 5,834 7,426 13,307 8,398
Cash interest expense(3).................................................................................... 35,013 28,330
Cash flows from operating activities(4)... $20,545 $23,684 $36,699 $23,486 $19,552
Cash flows from investing activities(4)... $(11,678) $(12,306) $(22,349) $(14,267) $(4,751)
Cash flows from financing activities(4)... $(4,068) $(12,939) $(8,018) $(2,412) $(34,554)
Selected Ratios:
Ratio of earnings to fixed charges(5)..... 18.8x 16.5x 25.8x 26.1x 33.7x 1.0x 1.2x
Ratio of Adjusted EBITDA to cash
interest expense.......................................................................................... 1.4x 1.6x
Ratio of total pro forma debt to
Adjusted EBITDA......................................................................................................... 6.8x
</TABLE>

<PAGE>

As of September 25, 1999
---------------------------
Historical Pro Forma
------------ -------------
(dollars in thousands)
Balance Sheet Data:
Cash and cash equivalents........................... $ 3,457 $ 3,678
Working capital..................................... 20,596 32,001
Total assets........................................ 210,371 332,198
Total debt(6)....................................... 1,033 311,128
Total stockholder's equity.......................... 148,965 (30,357)

- -------------------
(1) Charles River's fiscal year consists of twelve months ending on the
Saturday closest to December 31.

Adjusted EBITDA, which represents EBITDA, as defined, adjusted for
non-recurring, non-cash and cash items, as appropriate, is presented below
because we believe it is a meaningful indicator of Charles River's
operating performance and it is the measure by which some of the covenants
under the new credit facility are computed.

The following table sets forth a reconciliation of EBITDA, as defined, to
Adjusted EBITDA:

<TABLE>

Pro Forma
----------------------------
Fiscal Year Nine Months Ended Nine Months
--------------------------- ------------------------------- Ended
September 26, September 25, Fiscal Year September 25,
1996 1997 1998 1998 1999 Ended 1998 1999
------- -------- -------- --------------- ------------- ---------- -------------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
EBITDA, as defined..................... $33,670 $31,779 $46,220 $36,172 $42,039 $49,146 $43,660
Restructuring and other charges........ 4,748 5,892 -- -- 400 -- 400
Dividends received from equity
investments...................... 725 773 681 681 815 681 815
Charles River non-cash
compensation(a).................. 24 84 333 159 124 333 124
Sierra non-cash compensation(a)........ -- -- -- -- -- 262 --
Non-recurring transaction expenses(b).. -- -- -- -- -- 220 451
------- ------- ------- ------- ------- ------- -------
Adjusted EBITDA........................ $39,167 $38,528 $47,234 $37,012 $43,378 $50,642 $45,450
======= ======= ======= ======= ======= ======= =======
</TABLE>

- ----------
(a) Amount represents non-cash compensation expense recorded by Charles
River and Sierra as a result of options under their respective option
plans being issued at below fair market value.

(b) Represents expenses incurred by Sierra related to its acquisition of
HTI Bio-Services, Inc., and to its acquisition by Charles River; these
amounts are considered non-recurring.

(3) Cash interest expense represents total interest expense less amortization
of deferred financing costs and other non-cash interest charges.

(4) Cash flows information is not presented with respect to the unaudited pro
forma data because a statement of cash flows is not required by Article 11
of SEC Regulation S-X.

(6) Total debt includes all debt and capital lease obligations, including
current portions.

<PAGE>

RISK FACTORS

In addition to the other matters described in this prospectus, you should
carefully consider the risk factors set forth below.

Risks relating to our debt

We have a significant amount of debt, which could limit our growth and our
ability to respond to changing conditions

On a pro forma basis, after giving effect to the Transactions, as of
September 25, 1999, Charles River and Holdings had (a) total combined
indebtedness of approximately $382.8 million; and (b) approximately $28 million
of borrowings available under our new credit facility, subject to customary
conditions. In addition, subject to the restrictions in our new credit facility
and the indenture governing the notes, we may incur significant additional debt,
which may be secured, from time to time.

The level of our debt could have important consequences, including:

o limiting cash flow available for general corporate purposes, including
acquisitions, because a substantial portion of our cash flow from
operations must be dedicated to servicing our debt

o limiting our ability to obtain additional debt financing in the future
for working capital, capital expenditures or acquisitions

o limiting our flexibility in reacting to competitive and other changes
in our industry and economic conditions generally

Though we currently have enough cash to service our debt, we may not in the
future

Our ability to pay or to refinance our indebtedness will depend upon our
future operating performance, which will be affected by general economic,
financial, competitive, legislative, regulatory, business and other factors
beyond our control.

We anticipate that our operating cash flow, together with money we can
borrow under our new credit facility, will sufficiently meet our anticipated
future operating expenses, fund capital expenditures and pay our debt as it
becomes due. If we still are unable to pay our debt, we could attempt to
restructure or refinance our debt or seek additional equity capital. We may not
be able to accomplish these actions on favorable financial terms, if at all, and
this inability may reduce our flexibility, potential for growth and ability to
make interest or principal payments on our debt.

We may in the future incur significant additional debt in order to fund our
working capital or capital expenditure needs, or to acquire other businesses. If
our cash flow were to decline, or our debt levels or interest rates were to
increase, the risks that we face in terms of our ability to service debt could
intensify.

Restrictive covenants in our indenture and new credit facility may adversely
affect us by limiting the types of transactions we can enter into and
potentially leading to a default and our debt becoming immediately due and
payable

The indenture governing the notes contains various covenants that limit our
ability to engage in particular transactions. These covenants limit, among other
things, our ability, and the ability of some of our subsidiaries, to:

o borrow money

o create liens

<PAGE>

o engage in sale-leaseback transactions

o pay dividends on stock or repurchase stock

o make particular investments

o engage in transactions with affiliates or

o sell particular assets or merge with or into other companies

In addition, our new credit facility contains other and more restrictive
covenants and prohibits us from prepaying our subordinated debt, including the
notes. Our new credit facility also requires us to maintain specified financial
ratios and satisfy some other financial condition tests, such as requiring us to
maintain a minimum EBITDA, minimum coverage of interest expense, minimum
coverage of fixed charges and a maximum leverage ratio. We currently comply with
such ratios and tests; however, events beyond our control may affect our ability
to meet these financial ratios and tests in the future. A breach of any of these
covenants could cause us to default under our new credit facility and/or the
notes. If we default under our new credit facility, which includes a cross
default to debt of Holdings, the lenders could elect to declare all amounts
outstanding under our new credit facility to be immediately due and payable and
terminate all commitments to extend further credit to us. We pledged
substantially all of our assets, other than assets of our foreign subsidiaries,
as security under our new credit facility. If the lenders under our new credit
facility make our borrowing immediately due and payable, we may not have
sufficient assets to repay our debts under the new credit facility and our other
debt. If we are not able to repay amounts due under our new credit facility, the
lenders could proceed against the collateral granted to them to secure that
debt.

Risks relating to our business

"Contaminations" can damage our inventory and result in decreases in sales

On a pro forma basis, research models accounted for 62% of our net sales
for the nine-month period ended September 25, 1999. We breed research models
that are free of particular agents, such as viruses and bacteria, which when
present can distort or otherwise compromise the quality of research results. We
also produce fertile chicken eggs that must be free of particular contaminants
in order to be used in poultry and human vaccine production. Introduction of an
otherwise foreign agent within any one of our over 150 isolated breeding rooms
or 50 poultry houses could disrupt our disease-free animal production and result
in a decrease in sales and harm our reputation. These disruptions or
contaminations can arise from several factors or conditions, including:

o a supervisor's or animal care technician's failure to oversee or
follow operating protocols

o compromised breed stock

o an erosion in a "clean room's" equipment or structure

Such contaminations typically results in the "recycling" or cleaning up of
the contaminated room, which in turn results in inventory loss, clean-up and
start-up costs, and can reduce sales as a result of lost customer orders and
credits for prior shipments. These contaminations are unanticipated and
difficult to predict. We experienced several material contaminations in 1996 and
a few significant contaminations in 1997 that adversely impacted our 1996 and
1997 financial results. We experienced no significant contaminations in 1998.
Future contaminations may harm our reputation for providing high quality
products. In the event of a known contamination, we immediately notify our
customers. While avoidance of contaminations in our research model and SPF egg
facilities around the world is our highest operational priority, with several
worldwide programs in place, it is possible that we may experience future
contaminations that will negatively impact our operations and financial results
as described above.

We are dependent on particular industries; mergers or combinations of
companies in the pharmaceutical industry may decrease demand for our business

<PAGE>

Our sales are highly dependent on research and development expenditures by
the pharmaceutical and, to a lesser extent, biotechnology industries. Our
revenues could be negatively affected by general economic downturns in our
clients' industries, or any decrease in research and development expenditures.

Over the past several years, companies in the pharmaceutical industry has
undergone a period of significant mergers and combinations, particularly in
Europe, a trend that many industry experts expect to continue. After recent
mergers and combinations, some customers combined or otherwise reduced their
research and development operations, resulting in fewer animal research
activities. Due to these mergers and combinations, we have experienced both
temporary disruptions and permanent reductions in purchases of our research
models by some of our customers. Mergers and combinations within the industry
may also lead to reduced demand as our customers eliminate redundant research
activities. Future mergers and combinations in the pharmaceutical industry could
result in additional disruptions and reductions in purchasing and consequently
adversely affect our results of operations.

The outsourcing trend in the pharmaceutical industry, whereby companies
contract out to others functions that were previously performed internally, may
decrease, which could affect our growth

Some of our biomedical products and services businesses have grown
significantly as a result of the increase over the past several years in
pharmaceutical companies outsourcing their non-clinical research support
activities. While industry analysts expect the outsourcing trend to continue for
the next several years, a substantial decrease in outsourcing activity could
result in a diminished growth rate in the sales of one or more of our expected
higher growth businesses.

Displacement technologies may be developed, validated and increasingly used
in biomedical research, and as a result could reduce demand for some of our
products

For many years, groups within the scientific and research community have
attempted to develop models, methods and systems that would replace or
supplement the use of living animals as test subjects in biomedical research.
While companies have developed several techniques that have scientific merit,
especially in the area of cosmetics and household product testing (markets in
which we are not active), only a few companies have validated and successfully
deployed alternative test methods in the discovery and development of effective
and safe treatments for human and animal disease conditions. The principal
validated in vitro or non-animal test system is the LAL, or endotoxin testing
system, a technology which we acquired and have aggressively marketed as an
alternative to an animal test. While we would expect to participate in some
fashion with any in vitro method as it becomes validated as a research model
alternative or adjunct in our markets, these methods may not be available to us
or we may not be successful in commercializing these methods. Even if we are
successful, net sales from these methods may not offset reduced research model
net sales, which would harm our results of operations.

In our SPF egg business, researchers have developed recombinant
technologies that could displace particular avian vaccine applications for SPF
eggs. "Recombinant technologies" refers to technologies related to the
manipulation of DNA in a cell. At this time, we do not believe that these
technologies can compete with SPF eggs from a cost or performance standpoint,
but it is possible that recombinant technologies may improve in the future until
they become a commercially viable alternative to SPF eggs.

In our endotoxin testing business, researchers are in the early stages of
developing a potential recombinant alternative to the naturally occurring LAL
product. We intend to collaborate with an academic research group with early
stage proprietary technology. While we do not expect the recombinant technology
to be a viable commercial alternative to LAL, due to cost and performance
deficiencies, it is possible that a technology derived in vitro may be
developed, which would make our product obsolete.

Such alternative research methods would decrease the need for research
models, and we may not be able to develop new products effectively or in a
timely manner to replace any lost sales.

Animal rights issues could increase the costs of our primate business, as
well as our overall business

<PAGE>

Although our primate business constitutes a small part of our overall
business, it has from time to time been subjected to animal rights media
attention and on-site protests, especially at our small import facility located
in England. In addition, animal rights activists have also focused on Sierra's
business, which involves large animals. Our core research models of rats, mice
and other rodents have not historically been the subject of such protests, but
may be in the future. Protests and demonstrations by animal rights activists may
lead our customers, many of whom are concerned with public perception, to decide
to decrease their business with us. In addition, animal rights activists have
made threats against our facility located in England, which may result in
property damages, or require us to incur expenses in protecting our employees
and our facility and subject us to liabilities.

Some of our businesses are dependent on a few sources of animal suppliers and
supply and if we are unable to obtain resources from those suppliers, our
revenues may be adversely affected

Our primate import business is dependent on animals both captured and bred
on the island of Mauritius. These animals are unique in that they are naturally
free of herpes B virus, which is important to our customers. While we have a
long-term supply agreement with Bioculture Mauritius Ltd., the leading provider
of these animals, and supply has not been disrupted since we commenced importing
these animals a decade ago, it is possible that temporary or permanent obstacles
to their continued supply may arise, including:

o export or import restrictions or embargos

o government or economic instability in Mauritius

o severe weather conditions in Mauritius

Sierra also depends on a supply agreement with Scientific Resources
International, Ltd., a provider in China. Any disruption of this supply may
negatively effect its business if Sierra could not remove the disruption or if
it was unable to secure an alternative source or secondary source on comparable
commercial terms.

Our endotoxin testing business is dependent on the plentiful availability
of horseshoe crabs, the blood of which is used to produce the test material. It
is possible that horseshoe crabs may be subject to regulatory or other
restrictions in the future.

If we are not able to obtain these animals from our existing sources, we
may not be able to find an alternative source on commercially reasonable terms,
or delivery to our customers may be delayed.

Our supply of animal feed may be interrupted by the bankruptcy of our
commercial supplier Purina Mills, Inc.

Purina Mills, Inc., our commercial supplier of animal feed for our United
States research model business has filed for reorganization under the U.S.
Bankruptcy Code; however, we do not expect this to interrupt our supply of
animal feed. In addition, we believe an alternative or secondary source of
animal feed could be secured if necessary on terms comparable with our current
supplier; however, it is possible that we may not be able to secure an
alternative or secondary source on comparable commercial terms, and our costs of
animal feed may increase.

Factors such as exchange rate fluctuations and increased international and
U.S. regulatory requirements may increase our costs of doing business in foreign
countries

Approximately 46%, 41%, 40% and 35% of our net sales for 1996, 1997, 1998
and the nine months ended September 25, 1999 were derived from our operations
outside the United States. In addition, approximately 35% of our pro forma net
sales for the nine-month period ended September 25, 1999 were derived from
operations outside the United States. Our operations and financial results could
be significantly affected by factors such as changes in foreign currency rates,
uncertainties related to regional economic circumstances and the costs of
complying with a wide variety of international and United States regulatory
requirements.

Because the sales and expenses of our foreign operations are generally
denominated in local currencies, exchange rate fluctuations between local
currencies and the United States dollar will subject us to currency

<PAGE>

translation risk with respect to the reported results of our foreign operations.
These fluctuations may decrease our earnings. We currently do not hedge against
the risk of exchange rate fluctuations.

We face significant competition in our business and if we are unable to
respond to competition in our business, our revenues may decrease

We have different competitors in each of our business areas. We primarily
compete against smaller companies, which only provide a few services in our
research models business, and numerous other companies of varying sizes in our
biomedical products and services business. A few of our competitors in our
biomedical products and services business are larger than we are and may have
greater capital, technical and other resources than we do; however, many are
smaller and more regionalized. Of all of our businesses, we have the smallest
relative share in the biosafety testing market, where the market leader is a
well established company. Expansion by our competitors in other areas in which
we operate could affect our competitive position. We generally compete on the
basis of quality, reputation, and availability, which is supported by our
international presence with strategically located facilities. However, it is
possible that we may not be able to compete favorably in these areas in the
future, and therefore, our revenues may decrease or our growth may be limited.

If we cannot retain key personnel, our business may suffer

Our success depends to a significant extent on the continued services of
our senior management and other members of management. James C. Foster, our
President, Chief Executive Officer and director, has been with Charles River for
over 23 years holding various positions, with him serving as our President and
Chief Executive since 1992. We have no employment agreement with Mr. Foster, nor
with any other named executive. If Mr. Foster or other members of management do
not continue in their present positions, our business may suffer.

Some of our biomedical products and services businesses, most notably the
Special Animal Services and biosafety testing businesses, are particularly
dependent on the retention and recruitment of key personnel with highly
specialized technical backgrounds. It is possible that we will not be able to
continue to recruit and retain key scientific staff necessary to support our
service in our higher growth businesses, especially during a period of tight
labor markets and this may hurt our operating performance.

If we are not successful in selecting and integrating the businesses we
acquire, our business may suffer

Since December 31, 1996, we have completed four acquisitions and will
continue to review future acquisition opportunities in the ordinary course of
our business. However, acquisition candidates may not be available on terms and
conditions acceptable to us and potential growth through acquisitions may be
limited. Acquisitions involve numerous risks, including, among other things:

o difficulties and expenses incurred in connection with the acquisitions
and subsequent assimilation of the operations and services or products
of the acquired companies

o the difficulty of operating new businesses and the diversion of
management's attention from other business
concerns

o the potential loss of key employees of the acquired company

Acquisitions of foreign companies also may involve the additional risks of
assimilating differences in foreign business practices and overcoming language
barriers. In the event that the operations of an acquired business do not live
up to expectations, we may be required to restructure the acquired business. It
is possible that we may not be able to successfully integrate our past and any
future acquisitions, including the Sierra Acquisition, into our operations.

<PAGE>

We are controlled by our principal shareholders whose interests may differ
from your interests

Circumstances may occur in which the interests of our principal
shareholders could be in conflict with your interests. In addition, these
shareholders may have an interest in pursuing transactions that, in their
judgment, enhance the value of their equity investment in our company, even
though such transactions may involve risks that you may not want to assume as a
holder of the warrants or common stock of Holdings.

Most of our outstanding shares of common stock are directly or indirectly
held by the DLJMB Funds. As a result of their stock ownership, the DLJMB Funds
control us and indirectly have the power to:

o elect most of our directors

o appoint new management

o approve any action requiring the approval of the holders of common
stock, including adopting amendments to our certificate of
incorporation and approving recapitalizations or sales of all or
substantially all of our assets

The directors elected by the DLJMB Funds will have the ability to control
decisions affecting our capital structure, including the issuance of additional
capital stock, the implementation of stock repurchase programs and the
declaration of dividends.

The general partners of each of the DLJMB Funds are affiliates or employees
of Donaldson, Lufkin & Jenrette, Inc. Donaldson, Lufkin & Jenrette Securities
Corporation, which was the initial purchaser of the units, is an affiliate of
Donaldson, Lufkin & Jenrette, Inc., as is DLJ Capital Funding, Inc., which is
the lead arranger, syndication agent and a lender under our new credit facility.

Our historical financial information may not be representative of our
results as a separate company

The historical financial information we have included in this prospectus
may not reflect what our results of operations, financial position and cash
flows would have been had we been a separate, stand-alone company during the
periods presented. In addition, the information may not reflect what our results
of operations, financial position and cash flows will be in the future. Various
adjustments and allocations were made to the historical financial statements in
this prospectus because Bausch &Lomb Incorporated did not account for us as a
single stand-alone business for all periods presented. The adjustments and
allocations we have made in preparing our historical and pro forma consolidated
financial statements may not appropriately reflect our operations during the
periods presented as if we had operated as a stand-alone company.

We must comply with many federal, state and local rules and regulations which
could impose unanticipated costs, limit our flexibility in growing our business
and restrict our business opportunities

Our business is affected by FDA regulations and similar foreign regulations
which may affect the demand for our products

Our endotoxin testing business is regulated as a medical device
manufacturer under FDA regulations. We received a "warning letter" from the FDA
earlier last year, citing quality control and other problems in our operation at
our Charleston, South Carolina facility which the agency considered to be in
violation of the laws or regulations enforced by the FDA. While the FDA has
allowed our operation to continue to manufacture and sell the LAL product line
produced at the Charleston facility, we must make prescribed changes to our
production and quality control systems in order to maintain our license to
manufacture at that facility. We expect to be able to meet all of the FDA's
requirements in the near future, and have already made considerable progress in
addressing the non-compliance issues, but it is possible that the FDA may
conclude that our corrective actions are inadequate. If the FDA finds that we
have not corrected the deficiencies noted in the warning letter, the agency
could, among other things:

<PAGE>

o issue another warning letter

o request that we enter into a consent decree

o prohibit new product introductions

o institute a product recall

o prohibit us from shipping products until all deficiencies are
corrected to its satisfaction

o temporarily revoke our manufacturing license

Any of these actions could impose additional costs and affect our ability to
provide our customers with products.

Our business may be affected by changes in the Animal Welfare Act and
related regulations which may require us to alter our operations

Some of our business activities are currently regulated by the Animal
Welfare Act, which governs the treatment of some animals intended for use in
research. Much of our United States small animal research model business, which
is predominantly rats and mice, is not subject to regulation under the Animal
Welfare Act. However, we comply with licensing and registration requirement
standards set by the USDA for handling animals, including breeding, maintenance
and transportation of our animals. Birds, including the chickens used in our
United States SPF egg business, are also not subject to Animal Welfare Act
regulations. However, the USDA, which enforces the Animal Welfare Act, is
presently considering changing the regulations issued under the Animal Welfare
Act, in light of judicial action, to include rats, mice and birds within its
coverage. The Animal Welfare Act imposes a wide variety of specific regulations
on producers and users of animal subjects, most notably cage size, shipping
conditions and environmental enrichment methods. Should the USDA decide to
include rats, mice and birds, especially chickens, in its regulations, we could
be required to alter our production operation for these models, including adding
production capacity, new equipment and additional employees. While we believe
that application of the Animal Welfare Act to our rats, mice and SPF egg
businesses in the United States will not result in loss of net sales, margin or
market share, since all producers and users are subject to the same regulations,
it is possible that the USDA's actions will negatively affect our operations. In
addition, although we do not anticipate the addition of rats, mice and birds to
the Animal Welfare Act to require significant expenditures, it is possible that
the Animal Welfare Act, when amended, may be more stringent than we expect and
require significant expenditures. Any future amendments to the Animal Welfare
Act or other laws or regulations may also require significant expenditures by
us.

In addition, some states have their own regulations, including general
anti-cruelty legislation, which establish standards in handling animals. To the
extent that we provide products and services overseas, we also have to comply
with foreign laws, such as the European Convention for the Protection of Animals
During International Transport and other anti-cruelty laws. The Council of
Europe is presently considering proposals to more stringently regulate animal
research.

If we do not comply with such laws and regulations described above, it can
result in significant civil and criminal penalties.

We have been engaged in legal disputes over environmental compliance at our
Florida Keys primate business for many years and may incur substantial costs to
resolve these disputes

For two decades we raised rhesus monkeys on two islands in the Florida
Keys. We recently sold the assets of this rhesus primate breeding business to
Merck & Co. Federal, state and local environmental and wildlife authorities, as
well as private environmental advocacy groups, have challenged the continuing
legality of this operation. They have cited damage to a subsequently protected
plant species, mangroves, resulting from the free range conditions in which we
have maintained the primates. To settle our disputes, we have agreed to move the
primates off the islands and thereafter transfer the real property to the
government. We have also agreed to refoliate the islands at our cost, restoring
them to their conditions prior to our arrival. While we believe the refoliation
process

<PAGE>

can be efficiently completed within a reasonable period, the refoliation process
may not be successful. Also there may be further disputes with environmental
authorities relating to this refoliation obligation in which restitution costs,
damages and penalties may be assessed.

Healthcare reform could reduce or eliminate our business opportunities

The healthcare industry is subject to changing political, economic and
regulatory influences that may affect the pharmaceutical and biotechnology
industries. Government healthcare reform, most notably price controls on new
drugs, may adversely affect research and development expenditures by
pharmaceutical and biotechnology companies, resulting in a decrease of the
business opportunities available to us. Many foreign governments have also
reviewed or undertaken healthcare reform, and we cannot predict the impact that
any pending or future healthcare reform proposals may have on our business in
foreign countries.

Our business may be disrupted by year 2000 problems

Prior to January 1, 2000, there was a great deal of concern regarding the
ability of computers to adequately recognize 21st century dates from 20th
century dates due to the two-digit date fields used by many systems. Most
reports to date, however, are that computer systems are functioning normally and
the compliance and remediation work accomplished during the years leading up to
2000 was effective to prevent any problems. We have not experienced any such
computer difficulty, however, computer experts have warned that there may still
be residual consequences of the change in centuries and any such difficulties
may, depending upon their pervasiveness and severity, negatively effect on our
business, financial condition and results of operations.

If we cannot obtain consents and approvals from third parties required as a
result of the change in control of our company, our business may be negatively
disrupted

A substantial number of our material agreements, including supply
agreements, license agreements, joint venture agreements and service agreements
contain provisions that require consents and/or approvals from third parties,
including government entities, in case of a change in control of our company. In
addition, a substantial number of our leases contain provisions prohibiting such
change in control or permitting the landlord to terminate the lease upon a
change in control. The Recapitalization constituted a change of control as
defined in those agreements. We have received the necessary consents and/or
approvals from third parties to our material agreements, except those from
government entities. Consents from government entities generally require
post-transaction disclosure which is in process, and we expect to receive such
consents. We may not be able to obtain from government entities all of the
consents and/or approvals that are triggered by the change in control of our
company.

There are no public trading markets for the warrants and the common stock of
Holdings issuable upon conversion of the warrants which may limit your ability
to sell the warrants and such common stock

There is currently no active trading markets for the warrants and the
common stock of Holdings issuable upon conversion of the warrants. As a result,
quotes for such warrants and shares will likely not be readily available.
Further, there can be no assurances as to the liquidity of or the ability of the
holders to sell their securities, or the price at which holders would be able to
sell their securities.

The trading price of the securities depends on the market for similar
securities and other factors, including economic conditions and our financial
condition, performance and prospects.

You may not receive dividends, and therefore, capital appreciation may be the
sole means by which holders of Holdings common stock will realize a return on
their investment

Holdings has not paid dividends to date on the Holdings common stock or any
other securities and will not pay any dividends on the Holdings common stock or
any other securities in the foreseeable future. Therefore, capital appreciation
may be the sole means by which holders of Holdings common stock will realize a
return on their investment. Holdings is a holding company that is dependent on
distributions from its subsidiaries to meet its cash requirements. The terms of
the indenture governing notes issued by Charles River and the new credit
facility will

<PAGE>

restrict the ability of Charles River to make distributions to Holdings and,
consequently, will restrict the ability of Holdings to pay dividends on the
Holdings common stock or service its indebtedness. In addition, holders of the
warrants will not have the right to receive any dividends so long as their
warrants are unexercised.

<PAGE>

FORWARD-LOOKING STATEMENTS

This prospectus includes "forward-looking statements" including, in
particular, the statements about our plans, strategies and prospects under the
headings "Summary," "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and "Business," and in the Unaudited Pro Forma
Financial Information and the related notes. Although we believe that our plans,
intentions and expectations reflected in or suggested by such forward-looking
statements are reasonable, we can give no assurance that such plans, intentions
or expectations will be achieved. Important factors that could cause actual
results to differ materially from the forward-looking statements we make in this
prospectus are set forth in this prospectus, including under the headings "Risk
Factors," "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Business." All forward looking statements
attributable to us or persons acting on our behalf are expressly qualified in
their entirety by the cautionary statements and risk factors contained
throughout this prospectus.

INDUSTRY AND MARKET DATA

In this prospectus, we rely on and refer to information and statistics
regarding the research model and biomedical products and services industries,
and our market share in the sectors in which we compete. We obtained this
information and statistics from various third party sources, discussions with
our customers and/or our own internal estimates. We believe that these sources
and estimates are reliable, but we have not independently verified them.

THE TRANSACTIONS

The Recapitalization

We entered into a recapitalization agreement dated as of July 25, 1999 with
Bausch & Lomb Incorporated ("B&L"), the Rollover Shareholders, Holdings, DLJMB
and CRL Acquisition LLC, a wholly owned subsidiary of DLJMB. The
recapitalization agreement provided for, among other things:

o the contribution of all assets and liabilities (except as described
below) relating to our business by the Rollover Shareholders to us in
exchange for all of our capital stock

o the exchange by the Rollover Shareholders of their shares of our
capital stock for an equivalent ownership of shares of Holdings, so
that Holdings will own 100% of our capital stock

o the Rollover Shareholders retaining some assets including:

o substantially all of our cash and cash equivalents as of the day
preceding the closing date

o all receivables owed by the Rollover Shareholders or their
affiliates

o the Rollover Shareholders retaining some liabilities including:

o all indebtedness for borrowed money outstanding immediately prior
to the closing date

o all payables and other obligations owed to the Rollover
Shareholders or any of their affiliates

o all tax liabilities relating to pre-closing periods

o the formation by CRL Acquisition LLC of a wholly owned subsidiary
("Acquisition Subco"). CRL Acquisition LLC and Acquisition Subco were
organized by DLJMB for the purpose of consummating the
Recapitalization. The DLJMB Funds, management and other investors who
previously purchased units contributed equity of $92.4 million in cash
to CRL Acquisition LLC in exchange for all of the membership

<PAGE>

interests in CRL Acquisition LLC, and CRL Acquisition LLC then
contributed equity of $92.4 million in cash to Acquisition Subco in
exchange for all of the capital stock of Acquisition Subco

o the merger of Acquisition Subco with and into Holdings, with Holdings
being the surviving entity

o the redemption by Holdings of 87.5% of its capital stock from the
Rollover Shareholders for $400.0 million in cash and a subordinated
discount note for $43.0 million issued by Holdings to the Rollover
Shareholders; the Rollover Shareholders retained 12.5% of their equity
investment with a fair market value of $13.2 million

As a result of the Recapitalization, the DLJMB Funds, management and other
investors indirectly own (through CRL Acquisition LLC) 87.5% of the capital
stock of Holdings and the Rollover Shareholders own 12.5% of the capital stock
of Holdings.

The Sierra Acquisition

We acquired Sierra for an initial total purchase price of $24.0 million,
including approximately $18.0 million in cash paid to former shareholders and
assumed debt of approximately $6.0 million, which we immediately retired. In
addition, we have obligations to pay:

o up to $2.0 million in contingent purchase price if specified financial
objectives are reached by December 31, 2000

o up to $10.0 million in performance-based bonus payments if specified
financial objectives are reached over the next five years, with no
payment in any individual year to exceed $2.7 million

o $3.0 million in retention and non-competition payments contingent upon
the continuing employment of specified key scientific and management
personnel through June 30, 2001

The Financing

We consummated the Recapitalization and the Sierra Acquisition concurrently
(the "effective time"). In order to fund the consideration for the Transactions
and pay related fees and expenses:

o we issued and sold units under an offering memorandum in the aggregate
principal amount of $150.0 million

o we obtained $105.6 million in equity investment, consisting of $92.4
million in cash by the DLJMB Funds, management, and other investors
and equity retained by the Rollover Shareholders with a fair value of
$13.2 million

o we entered into a new $190.0 million senior secured credit facility,
consisting of $160.0 million of term loan availability and $30.0
million of revolving loan availability with a group of financial
institutions led by DLJ Capital Funding. At the effective time, we
borrowed all of the term loans and $2.0 million of the revolving
credit facility. We may use the remaining borrowing availability under
the new credit facility for general corporate purposes, subject to
some conditions, including the absence of any material adverse change

o Holdings issued senior discount debentures with other warrants to the
DLJMB Funds and other investors for $37.6 million

o Holdings issued a subordinated discount note to the Rollover
Shareholders for $43.0 million

Concurrently with the effective time:

<PAGE>

o we dividended $270.0 million less fees and expenses, which included a
portion of the amount received for the units previously offered and
under our new credit facility, to Holdings

o the Rollover Shareholders received cash in the amount of $400.0
million and a subordinated discount note for $43.0 million in exchange
for 87.5% of their shares of capital stock of Holdings; the Rollover
Shareholders retained 12.5% of their equity investment with a fair
market value of $13.2 million

The funding of the Sierra Acquisition was with:

o available cash

o a portion of the net proceeds from the units

o a portion of the borrowings under our new credit facility

<PAGE>

The following table sets forth the sources and uses of funds for the
Transactions on a pro forma basis.

As of September
25, 1999
----------------
(dollars in
thousands)
Sources:
Available cash..................................................... $ 2,508
Borrowings under our new credit facility:
Revolving credit facility(1)....................................... 2,000
Term loans(2)...................................................... 160,000
Units(3)........................................................... 150,000
Senior discount debentures with warrants of Holdings (4)........... 37,613
Subordinated discount note of Holdings (5)......................... 43,000
Equity investment by DLJMB Funds, management and other investors... 92,387
Rollover Shareholders' equity...................................... 13,198
-----------
Total sources................................................... $ 500,706
===========
Uses:
Recapitalization consideration..................................... $ 443,000
Sierra acquisition consideration(6)................................ 24,000
Rollover Shareholders' equity...................................... 13,198
Debt issuance costs................................................ 13,237
Loans to management................................................ 920
Transaction fees and expenses(7)................................... 6,351
-----------
Total uses...................................................... $ 500,706
===========
- -------------------

(1) We have availability of $28.0 million under our new revolving credit
facility, subject to customary borrowing conditions. See "Description of
New Credit Facility."

(2) Includes a senior secured Term Loan A facility of $40.0 million and a
senior secured Term Loan B facility of $120.0 million.

(3) Represents the issuance of $150.0 million of units previously offered which
was allocated between senior subordinated notes ($147.9 million) and the
warrants ($2.1 million).

(4) Investment by the DLJMB Funds in Charles River Laboratories Holdings, Inc..

(5) Investment by the Rollover Shareholders, in Charles River Laboratories
Holdings, Inc.

(6) The total Sierra acquisition consideration of $24.0 million was used to pay
existing shareholders (approximately $18.0 million) and to retire Sierra's
existing debt (approximately $6.0 million).

(7) Includes financial advisory and other fees, and legal, accounting and other
professional fees. See "Certain Relationships and Related Transactions."

<PAGE>

USE OF PROCEEDS

Our net proceeds from the offering of the units, after deducting the
expenses of the Transactions, including discounts and commissions to the initial
purchaser, were approximately $143.2 million. We dividended $270.0 million less
some fees and expenses, consisting of a portion of the net proceeds from the
offering together with a portion of the $162.0 million of initial borrowings
under our new credit facility to Holdings. Holdings used the proceeds from this
dividend, together with its new equity investment by the DLJMB Funds, management
and other investors, proceeds from the issuance of its senior discount
debentures with other warrants and its subordinated discount note, to fund the
Recapitalization and to pay particular fees and expenses related to the
Recapitalization as required by the recapitalization agreement. We used the
remaining proceeds to fund the Sierra Acquisition and pay some related fees and
expenses. See "The Transactions."

All of the warrants offered hereby are being sold by the warrantholders.
Holdings will not receive any proceeds from the sale of the warrants or common
stock of Holdings issued upon the exercise of the warrants, other than the
payment of the exercise price of the warrants.

DIVIDEND POLICY

Holdings has not paid dividends to date on the Holdings common stock or any
other securities and does not anticipate paying any dividends on the Holdings
common stock or any other securities in the foreseeable future. Holdings is a
holding company that is dependent on distributions from its subsidiaries to meet
its cash requirements. The terms of the indenture governing notes issued by
Charles River and the new credit facility will restrict the ability of Charles
River to make distributions to Holdings and, consequently, will restrict the
ability of Holdings to pay dividends on the Holdings common stock or service its
indebtedness. In addition, holders of the warrants will not have the right to
receive any dividends so long as their warrants are unexercised.

<PAGE>

CAPITALIZATION

The following table presents Holdings and Charles River's combined cash and
cash equivalents and capitalization as of September 25, 1999 (i) on a historical
basis and (ii) as adjusted to give pro forma effect to the Transactions. This
table should be read in conjunction with "The Transactions," "Use of Proceeds,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," our consolidated financial statements and notes thereto included
elsewhere in this prospectus. See "Unaudited Pro Forma Condensed Consolidated
Financial Data."

As of September 25, 1999
------------------------
Historical Pro Forma
---------- ---------
(dollars in thousands)
Debt:
New credit facility(1):
Revolving credit facility........................... $ -- $ 2,000
Term loans(2)....................................... -- 160,000
Senior subordinated notes(3)......................... -- 147,872
Senior discount debentures with warrants -- 28,642
Subordinated discount note -- 43,000
Capital lease obligations and other long-term debt... 1,033 1,256
---------- ----------
Total debt........................................ 1,033 382,770

Redeemable Common Stock.............................. -- 13,198

Shareholder's equity:
Common stock........................................ 1 1
Additional paid-in capital.......................... 17,836 196,184
Retained earnings................................... 142,422 (299,168)
Loans to officers................................... -- (920)
Accumulated other comprehensive income.............. (11,294) (11,294)
---------- ----------
Total shareholder's equity........................ 148,965 (115,197)
---------- ----------
Total capitalization.............................. $ 149,998 $ 280,771
========== ==========

- ----------
(1) We have availability of $28.0 million under our new revolving credit
facility, subject to customary borrowing conditions. See "Description of
New Credit Facility."

(2) Includes a senior secured Term Loan A facility of $40.0 million and a
senior secured Term Loan B facility of $120.0 million.

(3) Represents the offering proceeds of $150.0 million related to the units
which was allocated between the senior subordinated notes ($147.9 million)
and the warrants ($2.1 million).

<PAGE>

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

For the historical periods presented below, Holdings had no assets,
liabilities or operations. Therefore, the following table presents Charles
River's selected historical consolidated financial data and other data as of and
for the fiscal years ended December 31, 1994, December 30, 1995, December 28,
1996, December 27, 1997 and December 26, 1998 and as of and for the nine months
ended September 26, 1998 and September 25, 1999. The selected historical
consolidated financial data as of and for the three fiscal years ended December
26, 1998 were derived from our audited consolidated financial statements and the
notes to those statements. The selected historical consolidated financial data
as of and for the fiscal years ended December 31, 1994 and December 30, 1995 and
as of and for the periods ended September 26, 1998 and September 25, 1999 were
derived from our unaudited consolidated financial statements and the notes to
those statements. In the opinion of management, our unaudited consolidated
financial statements include all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of the financial
condition and results of operations for these periods. The information contained
in this table should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and our consolidated
financial statements and the notes thereto contained elsewhere in this
prospectus.

<TABLE>
Fiscal Year(1) Nine Months Ended
----------------------------------------------------------------- ---------------------------
September September
1994 1995 1996 1997 1998 26, 1998 25, 1999
-------- --------- --------- -------- ---------- ------------ -----------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Income Statement Data:
Net sales related to products. $128,890 $133,514 $146,477 $156,800 $169,377 $128,478 $139,269
Net sales related to services. 6,857 7,527 9,127 13,913 23,924 17,041 21,827
-------- -------- -------- -------- -------- -------- --------
Total net sales............... 135,747 141,041 155,604 170,713 193,301 145,519 161,096
Cost of products sold......... 78,235 78,877 91,600 102,980 107,146 80,067 84,557
Cost of services provided..... 6,857 7,527 6,177 8,480 15,401 10,974 12,673
Selling, general and
administrative expenses..... 25,824 27,976 28,327 30,451 34,142 25,202 29,414
Amortization of goodwill and
other intangibles........... 437 558 610 834 1,287 1,036 1,114
Restructuring charges......... 4,788 -- 4,748 5,892 -- -- --
-------- -------- -------- -------- -------- -------- --------
Operating income.............. 19,606 26,103 24,142 22,076 35,325 28,240 33,338
Other income.................. -- -- -- -- -- -- 1,441
Interest income............... 149 634 654 865 986 659 496
Interest expense.............. (464) (768) (491) (501) (421) (311) (207)
Gain/(loss) from foreign
currency, net............... 39 (68) 84 (221) (58) (127) (143)
-------- -------- -------- -------- -------- -------- --------
Income before income taxes,
minority interests and
earnings from equity
investments................. 19,330 25,901 24,389 22,219 35,832 28,461 34,925
Provision for income taxes.... 7,995 10,759 10,889 8,499 14,123 11,280 16,903
-------- -------- -------- -------- -------- -------- --------
Income before minority
interests and earnings from
equity investments.......... 11,335 15,142 13,500 13,720 21,709 17,181 18,022
Minority interests............ -- (13) (5) (10) (10) (8) (10)
Earnings from equity
investments................. 1,492 1,885 1,750 1,630 1,679 1,286 1,940
-------- -------- -------- -------- -------- -------- --------
Net income.................... $12,827 $17,014 $15,245 $15,340 $23,378 $18,459 $19,952
======== ======== ======== ======== ======== ======== ========
Other Data:
Depreciation and amortization. $9,635 $9,717 $9,528 $9,703 $10,895 $7,932 $8,701
Capital expenditures.......... 5,727 10,239 11,572 11,872 11,909 5,834 7,426

<PAGE>

Fiscal Year(1) Nine Months Ended
----------------------------------------------------------------- ---------------------------
September September
1994 1995 1996 1997 1998 26, 1998 25, 1999
-------- --------- --------- -------- ---------- ------------ -----------
(dollars in thousands)
Ratio of earnings to fixed
charges(2).................. 21.9x 18.9x 18.8x 16.5x 25.8x 26.1x 33.7x
Balance Sheet Data (at end
of period):
Cash and cash equivalents..... $9,584 $15,336 $19,657 $17,915 $24,811 $25,184 $3,457
Working capital............... 23,366 35,901 45,204 41,746 37,422 48,457 20,596
Total assets.................. 164,680 184,271 196,981 196,211 233,410 222,092 210,371
Total debt(3)................. 4,142 4,626 1,645 1,363 1,582 1,462 1,033
Total shareholder's equity.... 126,000 142,212 153,818 149,364 168,259 165,324 148,965

- -------------------
(1) Our fiscal year consists of twelve months ending on the Saturday closest to
December 31.

(2) For purposes of computing the ratio of earnings to fixed charges,
"earnings" consist of income before income taxes, minority interests and
earnings from equity investments less minority interests plus earnings from
equity investments plus fixed charges. "Fixed charges" consist of interest
expense on all indebtedness, amortization of deferred financing costs and
one-third of rental expense from operating leases that we believe is a
reasonable approximation of the interest component of rental expense.

(3) Total debt includes all debt and capital lease obligations, including
current portions.
</TABLE>

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our
consolidated financial statements and our unaudited pro forma condensed
consolidated financial statements, including the notes thereto, included
elsewhere in this prospectus.

This discussion contains forward-looking statements which involve risks and
uncertainties. Our actual results may differ significantly from the results
discussed in the forward-looking statements. Factors that might cause such
differences include, but are not limited to, those discussed in "Risk Factors."

HOLDINGS

Holdings is a holding company and does not have any material operations or
assets other than its ownership of all of the capital stock of Charles River.

CHARLES RIVER

Overview

We operate in two segments for financial reporting purposes--research
models and biomedical products and services. On a pro forma basis, research
models accounted for 62%, and biomedical products and services accounted for
38%, of net sales for the nine-month period ended September 25, 1999. Over the
same period, Charles River and Holdings reported pro forma net sales of $177.1
million and pro forma combined Adjusted EBITDA of $45.4 million. Adjusted EBITDA
represents EBITDA, as defined, adjusted for non-recurring, non-cash and cash
items, as appropriate, which are more fully described on page 6. We present
Adjusted EBITDA because we believe it is a meaningful indicator of Charles
River's operating performance, and it is the measure by which some of the
covenants under the new credit facility are computed. EBITDA, as defined, and
Adjusted EBITDA are not intended to represent cash flows for the period, nor are
they presented as an alternative to operating income or as an indicator of
operating performance. They should not be considered in isolation or as a
substitute for measures of performance prepared in accordance with GAAP in the
United States and are not indicative of operating income or cash flow from
operations as determined under GAAP. Our method of computation may not be
comparable to other similarly titled measures of other companies.

Sierra, which we recently acquired, is a pre-clinical biomedical services
company with expertise in drug safety and effectiveness assessment studies using
research models. Sierra offers its services to biotechnology, pharmaceutical and
medical device companies that are principally focused on conducting studies
needed in the early stages of drug development, especially those that require
highly specialized scientific capabilities. Sierra has expertise in conducting
critical developmental studies on potential new drugs and devices using research
models, including short-term evaluations of potential new treatment for human or
animal disease conditions.

Net Sales. We recognize net sales when a product is shipped or as services
are rendered. Over the past three years, unit volume of small animal research
models has increased modestly in North America and has decreased modestly in
Europe. During the same period, sales in both North America and Europe have
increased, principally as a result of price increases and a shift in mix towards
higher priced research models. In recent years, we have increased our focus on
the sale of specialty research models, such as special disease models, which
have contributed to additional sales growth.

Our customers typically place orders for research models with less than a
week's lead time. Meeting such demand requires efficient inventory management
and strong customer service support. We improved inventory availability in the

<PAGE>

last two years through better forecasting and production mix, and most
importantly, improved biosecurity, thereby reducing the possibility of
contaminations.

Biomedical products and services have grown at a compounded rate of 31%
from 1996 to 1998 and accounted for 30% of our sales in 1998, compared to 22% in
1996. Our growth in this business demonstrates our ability to capitalize on our
core research model technology and enter into related product development
activities undertaken by our customers.

Pricing. We maintain published list prices for all of our research models,
biomedical products and some of our services. We also have pricing agreements
with our customers which provide some discounts, usually based on volume. Many
of our services are based on customized orders and are priced accordingly. While
pricing has been competitive, some of our products are priced at a premium due
to the higher quality, better availability, and superior customer support that
our customers associate with our products.

Biosecurity. Biosecurity is our highest operational priority. Prior
breaches of biosecurity have adversely affected our results of operations, and
we cannot assure you that future breaches would not materially affect our
results of operations. A biosecurity breach typically results in additional
expenses from the need to "recycle" or clean up the contaminated room, which in
turn results in inventory loss, clean-up and start-up costs, and can reduce net
sales as a result of lost customer orders and credits for prior shipments. We
experienced several significant contaminations in 1996 and a few significant
contaminations in 1997, both in our isolation rooms for research models and in
our poultry houses for SPF eggs. As a result, our net sales in 1996 and 1997
were adversely affected by our inability to fulfill customer orders and our
expenses were increased during those periods by the costs associated with
cleaning up the contaminations. Since December 31, 1996, we have made over $6.0
million of capital expenditures designed to strengthen our biosecurity,
primarily by upgrading our production facilities. In addition, we have made
significant changes to our operating procedures for isolation rooms and poultry
houses designed to further minimize the risks of contamination, including, for
example, increasing the frequency of replacing masks and gowns, and most
importantly, increasing awareness and training among our employees. These
improvements to our operating procedures increased annual ongoing biosecurity
related expenses by approximately $0.5 million in 1998. While we cannot assure
you that we will not experience future significant isolation room or poultry
house contaminations in the future, these changes have contributed to our
absence of significant contaminations during 1998 and the first nine months of
1999.

Acquisitions. Since December 31, 1996, we have successfully acquired and
integrated four companies, which contributed $6.3 million in sales in 1998, or
3.3% of total sales. We acquired Sierra for an initial total purchase price of
$24.0 million, including approximately $18.0 million in cash paid to former
shareholders and assumed debt of approximately $6.0 million, which we
immediately retired. In addition, we have agreed to pay (a) up to $2.0 million
in contingent purchase price if specified financial objectives are reached by
December 31, 2000, (b) up to $10.0 million in performance-based bonus payments
if specified financial objectives are reached over the next five years, with no
payment in any individual year to exceed $2.7 million, and (c) $3.0 million in
retention and non-competition payments contingent upon the continuing employment
of specified key scientific and managerial personnel through June 30, 2001.

The $2.0 million in contingent purchase price will, if paid, increase
goodwill and/or other identifiable intangibles by the same amount and not affect
our results of operations except through the subsequent related amortization
expense and any interest expense related to any borrowings necessary to finance
such payment. The $10.0 million in performance-based bonus payments, will, if
paid, be expensed during the period in which it becomes reasonably certain that
such financial objectives will be achieved. We will expense the $3.0 million in
retention and non-competition payments over the next two years. The contingent
purchase price and performance-based bonus payments are not reflected in the pro
forma financial data included elsewhere herein because they are not considered
reasonably estimable; the retention and non-competition payments are not
included in the pro forma financial data as they are considered non-recurring.

Joint Ventures. We have two unconsolidated joint ventures which are
accounted for under the equity method. Our largest is Charles River Japan, which
we own 50%/50% with Ajinimoto Co., Inc., and is an extension of our research
model business. Our royalty agreement provides us with 3% of the sales of
locally produced research models. We also receive dividends based on our
pro-rata share of 50% of net income. Dividends received from Charles River Japan
were $0.7 million, $0.8 million and $0.7 million in 1996, 1997 and 1998,
respectively. In addition, we received dividends of $0.8 million in 1999. Our
other unconsolidated joint venture is Charles River Mexico, an extension of our
SPF eggs business, which is not significant to our operations.

<PAGE>

Restructuring Program. During 1996 and 1997, we implemented two
restructuring programs. Our plans, which were submitted to and approved by B&L,
were designed to reduce excess capacity, increase efficiencies, eliminate
nonessential operating and staff personnel, and close several small
product-lines.

In 1996, we established a restructuring reserve in the amount of $4.7
million, based on our plan to close some animal facilities in the U.S.,
eliminate personnel in U.S., Europe and elsewhere, and close an animal facility
in Germany. These were areas in our business where due to excess capacity or
staff, financial performance was below expectations. These actions, which were
completed in 1996, had the impact of reducing cost of products sold and services
provided and selling, general and administrative expenses. These initiatives
contributed to improved profitability by eliminating costs, and improving
operating efficiencies in all areas targeted. When we prepared our restructuring
program, we estimated we would save approximately $2.6 million on an annual
basis. While we were successful in reducing our headcount, closing the small
product lines and reducing our excess capacity, we did not achieve all of the
efficiencies we had hoped for and our savings were somewhat less than planned.
After 1997, we have not continued to track expense savings, in part because the
continuous evolution and changes that take place in our business make this
difficult, and in addition, the value of monitoring the savings diminishes over
time.

In 1997, we established a restructuring reserve in the amount of $5.9
million, based on our plan to close particular facilities and eliminate
personnel in our SPF egg business, eliminate personnel in Europe, reduce
corporate staff, and relocate our primate colony. We have completed the actions
underlying this plan and such actions had the impact of reducing cost of
products sold and services provided and selling, general and administrative
expenses. This had the impact of improving profitability in those areas
affected. At the time we prepared our restructuring program, we estimated we
would save approximately $3.1 million on an annual basis. While our savings were
significant, we did not achieve our original estimate, principally because we
have not realized any benefit from the relocation of our primate colony, which
has just been completed. Since we are currently in the process of selling the
entire colony, we are unable to measure the positive impact of the relocation.

Allocation of Costs from Bausch & Lomb. Historically, B&L charged us for
some direct expenses, including insurance, information technology and other
miscellaneous expenses, based upon actual charges incurred on our behalf.
However, these charges and estimates are not necessarily indicative of the costs
and expenses which would have resulted had we incurred these costs as a
stand-alone entity. The actual amounts of expenses we incur in future periods
may vary significantly from these allocations and estimates. We expect to incur
other incremental expenses as a stand-alone company. See "Unaudited Pro Forma
Condensed Consolidated Financial Data."

The Transactions. The Recapitalization, which was consummated on September
29, 1999, was accounted for as a leveraged recapitalization, which will have no
impact on the historical basis of our assets and liabilities. The Sierra
Acquisition was accounted for under the purchase method of accounting with the
purchase price allocated to the assets and liabilities of Sierra based on an
estimate of their fair value, with the remainder, if any, being allocated to
goodwill. On a pro forma basis, we incurred various costs of approximately $19.6
million (pre-tax) in connection with consummating the Transactions. We will
capitalize and amortize the portion of these costs that represents deferred
financing costs over the life of the related financing. We will charge a portion
of the expenses related to the Recapitalization to retained earnings and include
in the purchase price the portion related to the Sierra Acquisition.

Deferred Tax Assets. In conjunction with the Recapitalization, we will make
an election under section 338(h)(10) of the Internal Revenue Code of 1986, as
amended. Such election results in a step-up in the tax basis of the underlying
assets. The resulting net deferred tax asset of $88.1 million is expected to be
realized over 15 years through future tax deductions which are expected to
reduce future tax payments. See Note (e) to the Unaudited Pro Forma Condensed
Consolidated Balance Sheet included in the Unaudited Pro Forma Condensed
Consolidated Financial Data.

Results of Operations

The following table summarizes historical results of operations as a
percentage of net sales for the periods shown:

<PAGE>

<TABLE>
Fiscal Year Ended Nine Months Ended
----------------------------------------------- ---------------------------------
December 28, December 27, December 26, September 26, September 25,
1996 1997 1998 1998 1999
------------- ------------ ------------ ------------- -------------
<S> <C> <C> <C> <C> <C>
Net sales...................................... 100.0% 100.0% 100.0% 100.0% 100.0%
Costs of products sold and service provided.... 62.8 65.3 63.4 62.6 60.4
Selling, general and administrative expenses... 18.2 17.8 17.7 17.3 18.3
Amortization of goodwill and other intangibles. 0.4 0.5 0.7 0.7 0.7
Restructuring charges.......................... 3.1 3.5 -- -- --
----- ----- ----- ----- -----
Operating income............................... 15.5 12.9 18.2 19.4 20.6
----- ----- ----- ----- -----
Net income..................................... 9.8% 9.0% 12.1% 12.7% 12.4%
===== ===== ===== ===== =====
</TABLE>

Nine Months ended September 25, 1999 Compared to Nine Months ended September 26,
1998

Net Sales. Net sales for the first nine months of 1999 were $161.1 million,
an increase of $15.6 million, or 10.7%, from $145.5 million in the first nine
months of 1998.

Research Models. Net sales of research models for the first nine months of
1999 were $109.2 million, an increase of $6.0 million, or 5.8%, from $103.2
million for the first nine months of 1998. Sales increased due to the increase
in small animal research model sales in North America and Europe, resulting from
improved pricing, a more favorable product mix and an increase in unit volume.
We also experienced growth in our primate import and conditioning business,
mainly due to pricing.

Biomedical Products and Services. Net sales of biomedical products and
services for the first nine months of 1999 were $51.9 million, an increase of
$9.6 million, or 22.7%, from $42.3 million for the first nine months of 1998. At
the beginning of the second quarter of 1998, we acquired two new businesses that
contributed $2.8 million of this sales growth. The remaining increase was due to
significant sales increases of Special Animal Services and Endotoxin testing
kits, and sales from our facility management contracts, primarily due to better
customer awareness of our outsourcing solutions.

Cost of Products Sold and Services Provided. Cost of products sold and
services provided for the first nine months of 1999 was $97.2 million, an
increase of $6.2 million, or 6.8%, from $91.0 million for the first nine months
of 1998.

Research Models. Cost of products sold and services provided for research
models for the first nine months of 1999 was $65.4 million, an increase of $1.7
million, or 2.7%, compared to $63.7 million for the first nine months of 1998.
Cost of products sold and services provided for the first nine months of 1999
was 59.9% of net sales compared to 61.7% of net sales for the first nine months
of 1998. Cost of products sold and services provided increased at a lower rate
than net sales due to the more favorable product mix and better pricing, as well
as improved capacity utilization.

Biomedical Products and Services. Cost of products sold and services
provided for biomedical products and services for the first nine months of 1999
was $31.8 million, an increase of $4.5 million, or 16.5%, compared to $27.3
million for the first nine months of 1998. Cost of products sold and services
provided for the first nine months of 1999 was 61.3% of net sales compared to
64.5% of net sales for the first nine months of 1998. Cost of products sold and
services provided increased at a lower rate than net sales, due to improved
utilization in our SPF egg business, and a favorable sales mix in our Special
Animal Services and biosafety testing businesses.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses for the first nine months of 1999 were $29.4 million, an
increase of $4.2 million, or 16.7% from $25.2 million for the first nine months
of 1998. Selling, general and administrative expenses for the first nine months
of 1999 were 18.2% of net sales, compared to 17.3% of net sales for the first
nine months of 1998. Selling, general and administrative expenses also included
research and development expense of $0.4 million for the first nine months of
1999 compared to $0.8 million for the same period in 1998.

<PAGE>

Research Models. Selling, general and administrative expenses for research
models for the first nine months of 1999 were $15.7 million, an increase of $2.5
million, or 18.9%, compared to $13.2 million, for the first nine months of 1998.
Selling, general and administrative expenses for the first nine months of 1999
were 14.4% of net sales, compared to 12.8% for the first nine months of 1998.
The increase was attributable to additional worldwide marketing efforts,
additional salespeople in the United States and the impact of selling efforts in
Europe for ESD, a business acquired at the end of 1998.

Biomedical Products and Services. Selling, general and administrative
expenses for biomedical products and services for the first nine months of 1999
were $7.5 million, an increase of $0.9 million, or 13.6%, compared to $6.6
million for the first nine months of 1998. Selling, general and administrative
expenses for the first nine months of 1999 decreased to 14.5% of net sales,
compared to 15.6% of net sales for the first nine months of 1998, due to the
significant increase in sales.

Unallocated Corporate Overhead. Unallocated corporate overhead, which
consists of various corporate expenses, was $6.2 million for the first nine
months of 1999, an increase of $0.8 million, or 14.8%, compared to $5.4 million
for the first nine months of 1998. The increase resulted from a number of items,
the most significant of which related to the write down of a small investment in
one of our joint ventures, which is undergoing significant financial
difficulties.

Amortization of Goodwill and Other Intangibles. Amortization of goodwill
and other intangibles for the first nine months of 1999 was $1.1 million, an
increase of $0.1 million, or 10.0%, from $1.0 million for the first nine months
of 1998. The increase was due to the effect of three recent acquisitions, two in
April 1998 and one in December 1998.

Restructuring Charges. There were no restructuring charges during the nine
months ended September 25, 1999 and September 26, 1998. During the nine months
ended September 25, 1999, we charged $0.8 million of previously reserved for
costs against the recorded restructuring reserves. The remaining reserves, which
primarily relate to continuing severance payments and relocation and refoliation
costs, are expected to be fully utilized by the end of 1999.

Operating Income. Operating income for the first nine months of 1999 was
$33.3 million, an increase of $5.1 million, or 18.1%, from $28.2 million in the
first nine months of 1998. Operating income for the first nine months of 1999
was 20.7% of net sales, compared to 19.4% of net sales for the first nine months
of 1998. Operating income increased in total and as a percentage of net sales
for the reasons described below.

Research Models. Operating income from sales of research models for the
first nine months of 1999 was $28.0 million, an increase of $1.7 million, or
6.5%, from $26.3 million in the first nine months of 1998. Operating income from
sales of research models for the first nine months of 1999 was 25.5% of net
sales, unchanged from the first nine months of 1998.

Biomedical Products and Services. Operating income from sales of biomedical
products and services for the first nine months of 1999 was $11.5 million, an
increase of $4.2 million, or 57.5%, from $7.3 million in the first nine months
of 1998. Operating income from sales of biomedical products and services for the
first nine months of 1999 increased to 22.2% of net sales, compared to 17.3% of
net sales for the first nine months of 1998, due to improvements in pricing,
sales mix and cost savings achieved.

Other Income. During the third quarter of 1999, we recorded a $1.4 million
gain on the sale of two small facilities, one located in Florida, and the other
located in the Netherlands.

Income Taxes. The effective tax rate of 48.4% for the first nine months of
1999 as compared to 39.6% for the first nine months of 1998, reflects the
remittance of cash dividends of $20.7 million from our foreign subsidiaries
which, in turn, were remitted to B&L. The related amounts were previously
considered permanently reinvested in the foreign jurisdictions for U.S. income
tax reporting purposes, therefore, we were required to provide additional taxes
upon their repatriation to the U.S. In addition, during the nine months ended
September 25, 1999, an election was made by B&L to treat some foreign entities
as branches for United States income tax purposes. As a result, all previously
untaxed accumulated earnings of such entities became immediately subject to tax
in the United States. The receipt of the cash dividends from the foreign
subsidiaries and the foreign tax elections made resulted in incremental United
States taxes of $2.0 million, net of foreign tax credits, during the nine months
ended September 25, 1999.

<PAGE>

Net Income. Net income for the first nine months of 1999 was $20.0 million,
an increase of $1.5 million, or 8.1%, from $18.5 million in the first nine
months of 1998. The increase was attributable to the factors described above.

Fiscal 1998 Compared to Fiscal 1997

Net Sales. Net sales in 1998 were $193.3 million, an increase of $22.6
million, or 13.2%, from $170.7 million in 1997.

Research Models. Net sales of research models in 1998 were $134.6 million,
an increase of $9.4 million, or 7.5%, from $125.2 million in 1997. Sales
increased due to the increase in small animal research model sales in North
America, resulting from improved pricing and a more favorable product mix. In
addition, in 1998 we were not affected by the significant contaminations which
negatively impacted sales in 1997. Overall, unit volumes remained relatively
flat, with modest increases in North America offset by modest declines in
Europe. Our net sales in our primate import and conditioning business also
increased as a result of expansion in our boarding and service business.

Biomedical Products and Services. Net sales of biomedical products and
services in 1998 were $58.7 million, an increase of $13.2 million, or 29.0%,
from $45.5 million in 1997. During 1998 we acquired three businesses that
contributed $6.1 million of our sales growth. The remaining increase was due to
increased sales across all of our product lines, and in particular our Special
Animal Services and Endotoxin testing businesses.

Cost of Products Sold and Services Provided. Cost of products sold and
services provided in 1998 was $122.5 million, an increase of $11.0 million, or
9.9%, from $111.5 million in 1997.

Research Models. Cost of products sold and services provided for research
models for 1998 was $85.8 million, an increase of $3.3 million, or 4.0%,
compared to $82.5 million in 1997. Cost of products sold and services provided
for 1998 was 63.7% of net sales compared to 65.9% for 1997. Cost of products
sold and services provided increased for 1998 compared to 1997, but at a slower
rate than net sales due principally to better product mix and pricing as well as
greater economies of scale and improved production efficiencies.

Biomedical Products and Services. Cost of products sold and services
provided for biomedical products and services for 1998 was $36.7 million, an
increase of $7.7 million, or 26.6%, compared to $29.0 million in 1997. Cost of
products sold and services provided was 62.5% of net sales in 1998 compared to
63.7% in 1997. Cost of products sold and services provided increased for 1998
compared to 1997, but at a slower rate than net sales due principally to cost
savings.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses in 1998 were $34.1 million, an increase of $3.6 million,
or 11.8%, from $30.5 million in 1997. Selling, general and administrative
expenses in 1998 were 17.6% of net sales compared to 17.9% of net sales in 1997.
These expenses increased mainly in line with sales. Selling, general and
administrative expenses also included research and development expense of $1.4
million in 1998, which was the same amount as in 1997.

Research Models. Selling, general and administrative expenses for research
models for 1998 were $18.1 million, a decrease of $1.5 million, or 7.7%,
compared to $19.6 million, for 1997. Selling, general and administrative
expenses for 1998 decreased to 13.4% of net sales, compared to 15.7% for 1997
due primarily to the significant increase in sales.

Biomedical Products and Services. Selling, general and administrative
expenses for biomedical products and services for 1998 were $9.7 million, an
increase of $2.8 million, or 40.6%, compared to $6.9 million for 1997. Selling,
general and administrative expenses for 1998 were 16.5% of net sales, compared
to 15.2% of net sales for 1997. The increase was principally attributable to the
acquisition of two small businesses in April 1998.

Unallocated Corporate Overhead. Unallocated corporate overhead was $6.3
million for 1998, an increase of $2.3 million, or 57.5%, compared to $4.0
million in 1998. The increase was due to an increase in our supplemental
retirement program costs, along with an increase in management bonuses for 1998.

<PAGE>

Amortization of Goodwill and Other Intangibles. Amortization of goodwill
and other intangibles in 1998 was $1.3 million, an increase of $0.5 million, or
62.5%, from $0.8 million in 1998. The increase was due to the acquisition of two
small service businesses in April 1998.

Restructuring Charges. There were no restructuring charges in 1998 compared
to $5.9 million in 1997 associated with the restructuring program discussed
above. During 1998, we charged $1.6 million of previously reserved for costs
against the previously recorded restructuring reserves.

Operating Income. Operating income in 1998 was $35.3 million, an increase
of $13.2 million, or 59.7%, from $22.1 million in 1997. Operating income in 1998
was 18.3% of net sales compared to 12.9% of net sales in 1997.

Research Models. Operating income from research models in 1998 was $30.5
million, an increase of $10.9 million, or 55.6%, from $19.6 million in 1997.
Operating income from sales of research models in 1998 increased to 22.7% of net
sales, compared to 15.7% of net sales in 1997 for the reasons described above.

Biomedical Products and Services. Operating income from biomedical products
and services in 1998 was $11.1 million, an increase of $4.6 million, or 70.8%,
from $6.5 million in 1997. Operating income increased to 18.9% of net sales,
compared to 14.3% of net sales in 1997 for the reasons described above.

Income Taxes. The effective tax rate in 1998 was 39.4% compared to 38.3% in
1997.

Net Income. Net income in 1998 was $23.4 million, an increase of $8.1
million, or 52.9%, from $15.3 million in 1997. The increase was attributable to
the factors referred to above.

Fiscal 1997 Compared to Fiscal 1996

Net Sales. Net sales in 1997 were $170.7 million, an increase of $15.1
million, or 9.7%, from $155.6 million in 1996.

Research Models. Net sales of research models in 1997 were $125.2 million,
an increase of $3.9 million, or 3.2%, from $121.3 million in 1996. Sales
increased due to the increase in small animal research model sales in North
America, primarily due to improved pricing and a favorable product mix which
more than offset slight unit volume declines in Europe and flat unit volume
sales in North America. The unit volume declines were partially due to a number
of contaminations which occurred in 1996 and several contaminations in 1997,
which mostly impacted net sales in 1997. In addition, net sales in 1997 were
negatively impacted by foreign currency translations. Sales in our primate
business increased after our imported primates business was reacquired at the
beginning of the third quarter of 1996.

Biomedical Products and Services. Net sales of biomedical products and
services in 1997 were $45.5 million, an increase of $11.2 million, or 32.7%,
from $34.3 million in 1996. The increase was due to increased sales of SPF eggs,
an increase in facility management contracts and the acquisition of our French
distributor for Endotoxin testing kits in the beginning of the second quarter of
1996.

Cost of Products Sold and Services Provided. Cost of products sold and
services provided in 1997 was $111.5 million, an increase of $13.7 million, or
14.0%, from $97.8 million in 1996.

Research Models. Cost of products sold and services provided for research
models for 1997 was $82.5 million, an increase of $6.5 million, or 8.6%,
compared to $76.0 million in 1996. Cost of products sold and services provided
for 1997 was 65.9% of net sales compared to 62.7% for 1996. Cost of products
sold and services provided increased for 1997 compared to 1996 at a greater rate
than sales due principally to additional costs associated with biosecurity and
the prevention of contaminations.

Biomedical Products and Services. Cost of products sold and services
provided for biomedical products and services for 1997 was $29.0 million, an
increase of $7.2 million, or 33.0%, compared to $21.8 million in 1996. Cost of
products sold and services provided for 1997 was 63.7% of net sales in 1997
compared to 63.6% in 1996.

<PAGE>

Selling, General and Administrative Expenses. Selling, general and
administrative expenses in 1997 were $30.5 million, an increase of $2.2 million,
or 7.8%, from $28.3 million in 1996. Selling, general and administrative
expenses in 1997 were 17.9% of net sales compared to 18.2% of net sales in 1996.
Selling, general and administrative expenses also included research and
development expense of $1.4 million in 1997, compared to $1.5 million in 1996.

Research Models. Selling, general and administrative expenses for research
models for 1997 were $19.6 million, a decrease of $0.1 million, or 0.5%,
compared to $19.7 million, for 1996. Selling, general and administrative
expenses for 1997 were 15.7% of net sales, compared to 16.2% for 1996.

Biomedical Products and Services. Selling, general and administrative
expenses for biomedical products and services for 1997 were $6.9 million, an
increase of $1.5 million, or 27.8%, compared to $5.4 million for 1996. Selling,
general and administrative expenses for 1997 were 15.2% of net sales, compared
to 15.7% of net sales for 1996.

Unallocated Corporate Overhead. Corporate overhead was $4.0 million for
1997, an increase of $0.8 million, or 25.0%, compared to $3.2 million in 1996.

Amortization of Goodwill and Other Intangibles. Amortization of goodwill
and other intangibles in 1997 was $0.8 million, an increase of $0.2 million, or
33.3%, from $0.6 million in 1996. The increase was due to the acquisition of our
French distributor for Endotoxin testing kits in the beginning of the second
quarter of 1996.

Restructuring Charges. Restructuring charges in 1997 were $5.9 million, an
increase of $1.2 million, or 25.5%, from $4.7 million in 1996. The 1997
restructuring charges consisted of the following: plant closings and personnel
reductions in our SPF egg business, severance costs and relocation costs for our
purpose bred primates in the Florida Keys and related refoliation costs and
staff reductions and associated severance costs in Europe and the United States.
The 1996 restructuring charges consisted of the following: plant closings in the
United States and Europe of the small animal business, personnel reductions at
our European headquarters, administrative staff reductions at the SPF egg
business, and shut-down or combining of several other small businesses. During
1997, we charged $3.2 million of costs against the reserves recorded in 1997.
The restructuring activities provided for in 1996 were completed by the end of
the year with actual charges approximating those originally provided for.

Operating Income. Operating income in 1997 was $22.1 million, a decrease of
$2.0 million, or 8.3%, from $24.1 million in 1996. Operating income in 1997 was
12.9% of net sales compared to 15.5% of net sales in 1996. Operating income
decreased in total and as a percentage of net sales due to the factors described
above.

Research Models. Operating income from research models in 1997 was $19.6
million, a decrease of $4.5 million, or 18.7%, from $24.1 million in 1996.
Operating income from sales of research models in 1997 decreased to 15.7% of net
sales, compared to 19.9% of net sales in 1996 due primarily to biosecurity costs
and higher restructuring charges.

Biomedical Products and Services. Operating income from biomedical products
and services in 1997 was $6.5 million, an increase of $3.2 million, or 97.0%,
from $3.3 million in 1996. Operating income from sales of biomedical products
and services in 1997 increased to 14.3% of net sales, compared to 9.6% of net
sales in 1996 due to the significant increase in sales.

Income Taxes. The effective tax rate in 1997 was 38.3%, compared to 44.6%
in 1996, due to higher foreign statutory tax rates in 1996.

Net Income. Net income in 1997 was $15.3 million, an increase of $0.1
million, or 0.7%, from $15.2 million in 1996. The increase was attributable to
the factors referred to above.

Liquidity and Capital Resources

Post-Transactions

<PAGE>

Our principal sources of liquidity are cash flow from operations and
borrowings under our new credit facility. Our principal uses of cash are debt
service requirements as described below, capital expenditures, working capital
requirements and acquisitions.

On a pro forma basis, after giving effect to the Transactions, as of
September 25, 1999, Charles River and Holdings had:

o total combined indebtedness of approximately $382.8 million

o approximately $28.0 million of borrowings available under our new
credit facility, subject to customary conditions

Our significant debt service obligations following the Transactions could,
under some circumstances, have material consequences to our security holders.
See "Risk Factors--Risks relating to our debt."

The term loan facility under the new credit facility consists of a $40.0
million term loan A facility and a $120.0 million term loan B facility. The term
loan A facility matures six years after the closing date of the facility and the
term loan B facility matures eight years after the closing date of the facility.

The new credit facility also includes a $30.0 million revolving credit
facility which matures six years after the closing date of the facility. The
revolving credit facility may be increased by up to $25.0 million at our
request, which will only be available to us under some circumstances, subject to
a successful syndication under the same terms and conditions of the $30.0
million revolving credit facility.

Loans under the term loan A facility and the revolving facility will bear
interest, at our option, at the alternate base rate or the reserve adjusted
LIBOR rate plus, in each case, applicable margins of 3.00% for LIBOR loans and
1.75% for base rate loans. Loans under the term loan B facility will bear
interest, at our option, at the alternate base rate or the reserve adjusted
LIBOR rate plus, in each case, applicable margins of 3.75% for LIBOR loans and
2.50% for base rate loans. We pay commitment fees in an amount equal to 0.50%
per annum on the daily average unused portion of the revolving credit facility.
Such fees are payable quarterly in arrears and upon the maturity or termination
of the revolving credit facility. Beginning approximately six months after the
closing date of the new credit facility, the applicable margins applicable to
loans under the term loan A facility and the revolving facility and commitment
fees will be determined based on the ratio (the "Leverage Ratio") of
consolidated total debt to consolidated EBITDA (as defined in the new credit
facility) of our company and our restricted subsidiaries (as defined in the new
credit facility).

Although CRL Transaction Co., Inc., a newly formed wholly owned subsidiary
of Charles River, will guarantee the notes under a covenant described under
"Description of Notes--Certain Covenants", CRL Transaction Co. Inc. is
inconsequential to Charles River's consolidated results of operational and
financial position.

All of our future domestic restricted subsidiaries will be guarantors of
the new credit facility. Our obligations under the new credit facility are or
will be secured by:

o all of our stock,

o all of our existing and after-acquired personal property and all the
existing and after-acquired personal property of our future domestic
restricted subsidiaries, including a pledge of all of the equity
interests of all our future restricted subsidiaries held by us or any
of our restricted subsidiaries and no more than 65% of the equity
interests of any foreign restricted subsidiary, and all intercompany
debt in our favor,

o first-priority perfected liens on all of our material existing and
after-acquired real property fee and leasehold interests, subject to
customary permitted liens (as defined in the new credit facility), and

o a negative pledge on all of our and our subsidiaries' assets.

<PAGE>

The new credit facility contains customary covenants and restrictions on
our ability to engage in particular activities, including, but not limited to:

o limitations on other indebtedness, liens, investments and guarantees,

o restrictions on dividends and redemptions and payments on subordinated
debt and

o restrictions on mergers and acquisitions, sales of assets and leases.
The new credit facility also contains customary events of default and
a cross-default to indebtedness of Holdings.

The notes mature in 2009. Interest on the notes is payable semi-annually in
cash. The notes contain customary covenants and events of default, including
covenants that limit our ability to incur debt, pay dividends and make
particular investments.

We anticipate that we will spend approximately $15.0 million on a pro forma
basis for capital expenditures in 1999. The new credit facility contains
restrictions on our ability to make capital expenditures. Based on current
estimates, management believes that the amount of capital expenditures permitted
to be made under the new credit facility will be adequate to grow our business
according to our business strategy and to maintain the properties and businesses
of our continuing operations. We anticipate we will spend approximately $13.5
million for capital expenditures in 2000.

Working capital totaled $31.9 million at September 25, 1999 on a pro forma
basis. Management believes that we will continue to require working capital
consistent with past experience and that current levels of working capital,
together with borrowings available under the new credit facility, will be
sufficient to meet expected liquidity needs in the near term.

Reference should be made to Quantitative and Qualitative Disclosures about
Market Risk found on page 37 where a table disclosing the Company's total
anticipated debt service requirements in the period 2000 through 2004 can be
found. We anticipate that our operating cash flow, together with borrowings
under the new credit facility, will be sufficient to meet our anticipated future
operating expenses, capital expenditures and debt service obligations as they
become due. However, our ability to make scheduled payments of principal of, to
pay interest on or to refinance our indebtedness and to satisfy our other debt
obligations will depend upon our future operating performance, which will be
affected by general economic, financial, competitive, legislative, regulatory,
business and other factors beyond our control. See "Risk Factors."

From time to time we will continue to explore additional financing methods
and other means to lower our cost of capital, which could include stock issuance
or debt financing and the application of the proceeds therefrom to the repayment
of bank debt or other indebtedness. In addition, in connection with any future
acquisitions, we may require additional funding which may be provided in the
form of additional debt or equity financing or a combination thereof. It is
possible that we may not be able to obtain such additional financing on
favorable financial terms.

In connection with the Transactions, Holdings issued $37.6 million
aggregate principal amount of 16.27% senior discount debentures with other
warrants to the DLJMB Funds and other investors. The senior discount debentures
accrete from their original issue price of $37.6 million to $82.3 million by
October 1, 2004. Thereafter, interest is payable in cash. The senior discount
debentures mature on April 1, 2010. The senior discount debentures contain
covenants and events of default substantially similar to those contained in the
notes. In addition, Holdings issued to the Rollover Shareholders a subordinated
discount note with an original issue price of $43.0 million. The subordinated
discount note accretes at the rate of 12% prior to October 1, 2004 and
thereafter at 15% to an aggregate principal amount of $175.3 million at maturity
on October 1, 2010. The subordinated discount notes are subject to mandatory
redemption upon a change of control at the option of the holder thereof and are
subject to redemption at Holdings' option at any time.

Holdings has no source of liquidity other than dividends from Charles
River. Charles River's ability to pay dividends will be subject to limitations
contained in the indenture governing the notes and the new credit facility.

<PAGE>

Historical

Nine Months Ended September 25, 1999 Compared to Nine Months Ended
September 26, 1998

Cash flow from operating activities for the nine months ended September 25,
1999 was $19.6 million compared to $23.5 million for the nine months ended
September 26, 1998 due to an increase in working capital.

Net cash used in investing activities, consisting primarily of capital
expenditures and acquisitions, was $4.8 million for the nine months ended
September 25, 1999 compared to $14.3 million for the nine months ended September
26, 1998. The investing levels primarily change from year to year as the result
of spending on acquisitions. The large amount in 1998 primarily relates to the
acquisition of Tektagen, Inc. Capital expenditures were $7.4 million for the
nine months ended September 25, 1999, compared to $5.8 million for the nine
months ended September 26, 1998. There were not any significant capital
commitments at September 25, 1999. We continually monitor our capital spending
in relation to current and anticipated business needs. Our operations typically
do not require large capital expenditures and we anticipate that capital
spending will remain relatively consistent except for requirements related to
acquisitions.

Net cash used in financing activities, consisting principally of net
activity with B&L, was $34.6 million for the nine months ended September 25,
1999 compared to $2.4 million for the nine months ended September 26, 1998. This
large increase relates principally to B&L dividending all excess cash in Charles
River Laboratories in connection with the Transactions.

Fiscal 1998 Compared to Fiscal 1997

Cash flow from operating activities in 1998 was $36.7 million compared to
$23.7 million in 1997, due to an increase in net income and a decrease in
working capital.

Net cash used in investing activities in 1998 was $22.3 million compared to
$12.3 million in 1997. The increase in 1998 was primarily due to the acquisition
of Tektagen, Inc. Capital expenditures were $11.9 million in 1998, the same as
1997. Cash paid for acquisitions was $11.1 million in 1998, compared to $1.2
million in 1997.

Net cash used in financing activities was $8.0 million in 1998 compared to
$12.9 million in 1997. The decrease is due to less remittances to B&L.

Fiscal 1997 Compared to Fiscal 1996

Cash flow from operating activities in 1997 was $23.7 million compared to
$20.5 million in 1996, due to a decrease in working capital.

Net cash used in investing activities in 1997 was $12.3 million compared to
$11.7 million in 1996. Capital expenditures were $11.9 million in 1997, compared
to $11.6 million in 1996.

Net cash used in financing activities was $12.9 million in 1997 compared to
$4.1 million in 1996. The increase is due to increased remittances to B&L.

We anticipate that our operating cash flow, together with borrowings under
the new credit facility, will be sufficient to meet our anticipated future
operating expenses, capital expenditures and debt service obligations as they
become due. However, our ability to make scheduled payments of principal of, to
pay interest on or to refinance our indebtedness and to satisfy our other debt
obligations will depend upon our future operating performance, which will be
affected by general economic, financial, competitive, legislative, regulatory,
business and other factors beyond our control. See "Risk Factors."

<PAGE>

Year 2000 Compliance

We have been addressing the potential risks associated with the year 2000
date issue. We are following a formal program developed by B&L to assess and
renovate internal information technology ("IT") and non-information technology
("non-IT") operations that are at risk, and further, to evaluate the year 2000
readiness of key third-party suppliers and recipients of products, services,
materials or data. Year 2000 issues are being addressed through a combination of
software replacement, system upgrades and, in limited instances, source code
modifications (collectively, "renovation"). Ongoing reengineering projects have
had the incidental benefit of remediating several major year 2000 issues.

The assessment phase of IT systems is substantially complete. The
renovation phase is on schedule and all key IT systems are compliant as of
November 1999. We expect other IT systems to be tested and compliant by mid-
December 1999. For non-IT systems, we have utilized a leading production systems
integration firm specializing in year 2000 assessment and remediation of
manufacturing, laboratory and research and development facilities. The
assessment phase was fully completed during the second quarter of 1999. At this
time, we have tested all key non-IT systems and such systems are compliant. We
assessed the readiness of key suppliers and customers in early 1999. We have
interacted with each major supplier or recipient of data, including face-to-face
interviews with many of those considered to be critical to our company. This
assessment is complete.

Our anticipated costs, comprised of both period expenses and capital
expenditures, of identifying and remediating year 2000 issues on the
above-described areas, are not expected to exceed $1.5 million. The majority of
this work has been done by in-house personnel, which commenced in 1995.
Management believes that our year 2000 program will substantially reduce the
risk of a material adverse impact on future financial results caused by the year
2000 issue. Potential risks of a failure to address a year 2000 issue (whether
IT, non-IT, or external) that could have a materially detrimental impact to us
include the inability to manufacture or ship products, the inability to receive
and fill orders, and problems with customers or suppliers, including the loss of
electrical power or the failure of a key customer or supplier to purchase
products or provide anticipated goods and services. At this stage, we have
contingency plans for all our major facilities globally.

On September 29, 1999, we acquired Sierra. We are currently working with
local management to implement the year 2000 compliance program of Charles River.
We expect to complete all phases by the end of the fourth quarter of 1999.

Subsequent Transactions

We have recently reached an agreement in principle to acquire a controlling
stake in Charles River Japan. We expect to sign a definitive agreement on or
about January 31, 2000, and expect the closing to take place on or about March
1, 2000.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our primary market risk exposures are in the areas of interest-rate risk
and foreign currency exchange-rate risk.

Our exposure to interest-rate risk arises from variable-rate and fixed-rate
debt arrangements entered into for other-than-trading purposes. To mitigate the
risks associated with increases in interest rates, we plan to enter into
interest-rate protection agreements for at least 50% of our total variable rate
debt amount.

The table below summarizes our market risks associated with debt
obligations arising from the Transaction. The term loan and revolving loan will
bear interest, at our option, at prime or LIBOR, plus an applicable margin.
Effective interest rates shown in the table below for the term loan facility is
a weighted-average of interest rates, based on the current rates. Further, as
disclosed in the Summary Description of the Notes, the interest rate on the
subordinated debt is subject to increase to 14% per year on August 15, 2000 in
the event that we do not meet a specified ratio as of June 30, 2000.

<PAGE>

<TABLE>
Fiscal Year
--------------------------------------------------------------------------------------
2000 2001 2002 2003 2004
----------- ----------- --------- --------- ------------
<S> <C> <C> <C> <C> <C>
Subordinated Debt Balance..... $150,000 $150,000 $150,000 $150,000 $150,000
Effective Interest Rate....... 13.5% 13.5% 13.5% 13.5% 13.5%
Principal Payments............ 0 0 0 0 0
Interest Expense.............. 20,250 20,250 20,250 20,250 20,250

Term Facility Balance......... 158,800 155,600 150,400 141,200 130,000
Effective Interest Rate....... 9.69% 9.69% 9.70% 9.72% 9.76%
Principal Payments............ 1,200 3,200 5,200 9,200 11,200
Interest Expense.............. 15,450 15,240 14,848 14,181 13,240

Revolver Balance.............. 0 0 0 0 0
Available Credit.............. 30,000 30,000 30,000 30,000 30,000
Fee on Unused Portion......... 0.50% 0.50% 0.50% 0.50% 0.50%
Interest Expense.............. 150 150 150 150 150
</TABLE>

We also have exposure to some foreign currency exchange-rate fluctuations
for the cash flows received from our foreign affiliates. This risk is mitigated
by the fact that the operations of our subsidiaries are conducted in their
respective local currencies. Currently, we do not engage in any foreign currency
hedging activities as we do not believe that our foreign currency exchange-rate
risk is material.

<PAGE>

BUSINESS

HOLDINGS

Holdings is a holding company and does not have any material operations or
assets other than its ownership of all of the capital stock of Charles River.

CHARLES RIVER

Overview

We are a global market leader in the commercial production and supply of
animal research models for use in the discovery, development and testing of new
pharmaceuticals. The expansion of our core capabilities in research models has
enabled us to become a leading supplier of related biomedical products and
services in several specialized niche markets. Our research model capabilities
and biomedical products and services, together with our global distribution
network, allow us to meet the extensive needs of our broad customer base. Our
customers consist primarily of:

o large pharmaceutical companies, including the ten largest global
pharmaceutical companies based on 1998 revenues

o biotechnology, animal health, medical device and diagnostics companies

o hospitals

o academic institutions

o government agencies

Our facilities are located in 18 countries, including the United States,
Canada, Japan and many European countries. On a pro forma basis, research models
accounted for 62%, and biomedical products and services accounted for 38%, of
net sales for the nine-month period ended September 25, 1999. Over the same time
period, Charles River and Holdings reported pro forma net sales of $177.1
million and pro forma Adjusted EBITDA of $45.4 million. Adjusted EBITDA
represents EBITDA, as defined, adjusted for non-recurring, non-cash and cash
items, as appropriate, which are more fully described on page 6. We present
adjusted EBITDA because we believe it is a meaningful indicator of Charles
River's operating performance, and it is the measure by which some of the
covenants under the new credit facility are computed. EBITDA, as defined, and
Adjusted EBITDA are not intended to represent cash flows for the period, nor are
they presented as an alternative to operating income or as an indicator of
operating performance. They should not be considered in isolation or as a
substitute for measures of performance prepared in accordance with GAAP in the
United States and are not indicative of operating income or cash flow from
operations as determined under GAAP. Our method of computation may not be
comparable to other similarly titled measures of other companies.

Research Models. We have a leading position in the global market for
research models, which primarily consists of purpose-bred rats and mice, but
also includes other rodent species such as guinea pigs and hamsters, and
primates such as cynomolgous monkeys imported from Mauritius. The use of
research models is often a critical part of scientific discovery in the life
sciences and is required by FDA guidelines as well as foreign regulatory
agencies for new drug approval processes. Our business is primarily involved in
the early stages of drug discovery and development, commonly referred to as the
pre-clinical stage of drug development. During this stage, promising new drug
candidates are evaluated for their effectiveness and safety through testing in
research models. Data from the pre-clinical stage is submitted to the applicable
regulatory agency for review in order for the drug to obtain approval to advance
to the human testing stage, commonly known as clinical studies. We principally
produce and sell rats, mice, other rodents and primates (principally cynomolgus
monkeys) with highly defined health and genetic backgrounds, primarily for use
in pre-clinical research. Our research models include special disease rodent
models,

<PAGE>

such as mice with impaired immune systems, which are increasingly demanded by
biomedical researchers for specialized research and discovery. We focus on
maintaining reliable biosecurity, which refers to the process of ensuring that
research models are produced and maintained in a clean room environment that is
free of viruses, bacteria and other agents which if present could alter research
results when using these models. As a result, we provide consistent product
availability and offer a wide variety of healthy, genetically defined and
specifically targeted research models. We further differentiate our research
models by providing extensive technical service and support, including
scientific oversight from a team of more than 70 full-time, dedicated
professionals (DVMs, MDs and PhDs) specializing in laboratory animal medicine,
pathology and the study of viruses and primates, as well as molecular biology
and genetics.

Biomedical Products and Services. The principal focus of our biomedical
products and services division is to meet the research needs of large
pharmaceutical companies as well as biotechnology, animal health, medical device
and diagnostics companies. We are a leading supplier of endotoxin testing kits
that detect fever producing toxins in injectable drugs and devices and are one
of only two FDA validated in vitro alternatives to an animal test. These kits
are used to test materials for the presence of particular by-products of
bacteria known as endotoxins, which if present and introduced to the bloodstream
can cause serious illness or even death. We manufacture these kits which are
based on extracts from the blood of horseshoe crabs, which visibly clots in the
presence of endotoxin, thereby acting as a test for the presence of endotoxin.
In addition, we are one of the world's largest producers of SPF fertile chicken
eggs, which are principally used to produce poultry vaccines. Our other
biomedical products and services, many of which are related to technologies
developed in our research model business, include:

o transgenic animal production, which refers to the breeding of mice
genetically engineered by a scientist by introducing a gene into the
mouse that would not be present otherwise

o medical device testing

o contract research services

o comprehensive health monitoring programs, including DNA testing, of
animal colonies

o testing services for human protein drug candidates, which are drugs
developed from human cells rather than from chemical synthesis

o facility management services

Competitive Strengths

Long-Standing Relationships with an Extensive Customer Base. Our customers
consist primarily of large pharmaceutical companies, including the ten largest
global pharmaceutical companies based on 1998 revenues, as well as
biotechnology, animal health, medical device and diagnostics companies and
hospitals, academic institutions and government agencies. We have many
long-term, stable relationships with our customers as evidenced by the fact that
all of our top 20 customers in 1989 remain our customers today. We have further
strengthened our customer relationships by offering related biomedical products
and services to our research model customers. Our customer base is also
diversified with no individual customer accounting for more than 3% of net sales
in 1998 and the top 30 customers representing approximately 30% of total net
sales.

Critical Component of Pharmaceutical Research. The research models we
supply are essential to the new drug discovery and development process. FDA
guidelines and some foreign regulatory agencies for many years have required
that new drug candidates be tested on two separate animal species in the
pre-clinical stage. According to the Pharmaceutical Research and Manufacturers
of America, total research and development spending in the United States by
research-based pharmaceutical companies was $17 billion in 1998. While
pharmaceutical companies generally invest large sums of money in developing new
drugs, the purchase of research models typically represents an immaterial
portion of the cost to commercialize a new drug. As a result, most customers are
principally focused on the quality of the research model which is critical for
achieving accurate and reproducible study results and

<PAGE>

facilitating timely FDA approval of new drug candidates. For these reasons, our
reputation for high quality models and consistent product availability enable us
to maintain and expand our customer relationships.

Leading Market Position. We believe that our worldwide infrastructure,
global staff of nearly 100 scientific professionals, 50 years of operating
history and reputation of Charles River and its predecessors for high quality
products have established us as a global market leader in the commercial
production and supply of research models. We maintain our leadership position
through our well-established customer relationships, extensive high quality
product offerings and our ability to provide complementary services. Our market
leadership in research models has allowed us to capitalize on the significant
research and development spending by large pharmaceutical companies. More
recently, we have also been able to capitalize on outsourcing trends by our
customers who are increasingly contracting out to others functions that were
previously done internally, such as conducting tests of new drug compounds for
effectiveness or safety in animals.

Global Presence. We are a global provider of research models, with 49
facilities in the United States, Canada, Japan and many European countries. On a
pro forma basis, our international business contributed approximately 35% of our
net sales for the nine-month period ended September 25, 1999. We believe that as
our customers continue to expand globally, they are likely to prefer to deal
with a select number of suppliers who have the ability to offer them a wide
range of products and services worldwide and in a timely manner. In addition,
our customers benefit from our global presence because it reduces potential
exposure to biosecurity risks. It also minimizes regulatory restrictions and
costs relating to transporting research models over long distances. We provide
our customers with uniform and consistent research models regardless of the
location of their research study.

Experienced and Motivated Management Team. Our senior management team has
extensive experience in supplying the biomedical research industry, and an
average of 17 years of experience with Charles River. Our senior management
team, led by our chief executive officer, James C. Foster, has successfully
grown our business, secured our current strong market positions, integrated
eight strategic acquisitions since 1992 and positioned us for growth. Our senior
management team has broadened our pure research model focus to also include
being a leading supplier of biomedical products and services in several
specialized niche markets. As a result of the recapitalization of our business,
our management team indirectly holds 6.1% of the equity of Charles River, and
expects to have the option to acquire additional equity of Charles River through
a customary equity incentive plan.

Business Strategy

Increase Sales in Research Models. We believe we can continue to increase
our market share in this division by introducing new research models, providing
exceptional technical service and support, increasing our existing price
structure and product mix and maintaining reliable biosecurity. In general, we
have been able to increase our prices at rates that are above the rate of
inflation in the United States by maintaining high quality and specialized
products, enhancing service and improving availability. We also have been
focused on periodically adding higher value research models to our portfolio.
These higher value research models tend to be premium priced, targeted towards
specific disease conditions and provide us with an enhanced product mix that
contributes to moderate but sustained growth in the research model business. We
expect to continue to expand this division, both through sustained growth in
demand for already introduced models and the introduction of new models.

Expand Value-Added Biomedical Products and Services. Our biomedical
products and services division has been our fastest growing division over the
past several years. We believe we can continue to grow this business by
capitalizing on outsourcing trends, building upon our existing capabilities and
increasing our global sales.

Capitalize on Outsourcing Trends. We have increased our offerings of
biomedical products and services primarily in response to the increasing
outsourcing trends within the pharmaceutical industry. We believe this
shift toward increased outsourcing began in response to the pharmaceutical
companies' growing capabilities in identifying potential new drug compounds
and the resulting resource constraints placed on pharmaceutical research
infrastructures by non-core activities. By outsourcing their non-core
activities to us, our customers can focus on proprietary drug development
and streamline their drug development process. In response, we have
expanded our offerings to include many pre-clinical research activities
undertaken by our customers.

<PAGE>

Build Upon Our Existing Capabilities. As a result of our strong
position in research models, our global presence and our professional
expertise, we have the unique capability to offer related biomedical
products and services to many of our customers. We intend to build upon
this expertise to capture more outsourcing business opportunities by using
our existing infrastructure, reputation for quality and extensive customer
contacts. We believe there are numerous other opportunities for increasing
our share of high value pre-clinical research services and products.

Increase Our Global Sales. Our current biomedical products and
services customer base is primarily composed of our domestic research model
customers. We intend to continue to offer and sell new biomedical products
and services to our existing international research model customers as well
as seek new international customers for this division. We believe that we
can rapidly increase our global presence in this area by taking advantage
of our existing international customer relationships and infrastructure.

Undertake Strategic Acquisitions and Alliances. We have a history of
acquiring and successfully integrating small companies in both our research
model and our biomedical products and services businesses. We expect that
strategic acquisitions will continue to provide an additional source of
long-term growth. In addition, we believe that our association with GHCP, one of
our equity investors, will assist us in identifying attractive acquisition
candidates while expanding our existing business. GHCP, which is comprised of
several experienced healthcare executives, has a strategic partnership with
DLJMB to invest in healthcare related businesses. The founding partners of GHCP
who are represented on the Charles River board include Henry Wendt, former
Chairman of SmithKline Beecham Corporation, Robert Cawthorn, former Chairman and
CEO of Rhone-Poulenc Rorer Inc. and Douglas Rogers, founder of Kidder, Peabody's
Health Care Group.

Business Divisions

Our business is divided into two divisions, research models and related
biomedical products and services.

Research Models

The research model business is our core business and accounted for 70% of
our 1998 sales. The business is principally comprised of small animals (rats,
mice and other rodents), and primates.

Small Animal Models

Our largest product line is the small animal models group, which consists
primarily of the production and sale of large numbers of purpose-bred rats and
mice to researchers. We believe we are a commercial leader in this business,
supplying rodents for research since 1947. We began as a supplier of outbred
rats, with genetic characteristics representative of a random population. Over
the years we added other small animal species and strains to our product mix. We
have also added:

o inbred animals, which have essentially identical genes

o hybrid animals, which are the offspring of two different inbred
parents

o spontaneous mutant animals, which contain a naturally occurring
genetic mutation (such as immune deficiency)

o transgenic animals, which contain genetic material transferred from
another source

We believe we offer one of the largest selections of small animal models
and provide our customers with high volume and high quality production. Our
rats, mice and other rodent species (e.g., guinea pigs, hamsters) have been and
continue to be some of the most extensively used research models in the world,
largely as a result of our continuous commitment to innovation and quality in
the breeding process. We provide our small animal models to numerous customers
around the world, including pharmaceutical and biotechnology companies and
hospitals and universities.

<PAGE>

The most common use of our small animal models is for the screening,
discovery and testing of new drug candidates. For example, in order for a
pharmaceutical company to file a complete submission for FDA approval of a new
drug, it must provide evidence of safe and effective testing on two species of
animal models, one small and one large, before moving into the clinic for
testing on humans. Animal testing is used in order to identify, define,
characterize and assess the safety of new drug candidates. Outbred, and
increasingly, inbred mice are often the model of choice in early discovery and
development work. Outbred rats are frequently used in safety assessment studies.
Our models are also used in basic life science research within universities,
hospitals and other research institutions. Unlike drug discovery, these uses are
generally not specifically mandated by regulatory agencies such as the FDA, but
instead are governed by the terms of government grants, institutional protocols
as well as the scientific inquiry and peer review publication processes.

Primates

We provide primates to the research community, principally for use in drug
development and testing studies. The primates we provide are most often
cynomolgus monkeys sourced from the island of Mauritius, which are both purpose
bred and wild caught. Primates are often used as the required large animal
species in FDA or similar regulated testing protocols. We believe that the use
of primates has been moderately increasing recently, as they are often the
preferred model for testing the growing number of new drug candidates derived
from human proteins, such as drugs developed in AIDS research.

Our largest primate business is located in Houston, where we import,
quarantine, condition, hold and sell primates exported to us by our supplier in
Mauritius. We believe that these primates are unique, in that they are naturally
free of herpes B virus, a common virus present in the species which is
transmissible to humans in a highly toxic form. We have a long-term supply
contract under which our supplier provides us with a reliable stream of
purpose-bred and wild caught animals. The contract expires in December 31, 2005
but is automatically renewed for an additional five-year period unless it is
breached. We also have a primate import and quarantine facility in the United
Kingdom. The importing and care of these animals is not an FDA regulated
activity, but rather it is principally a USDA and CDC regulated activity.

Biomedical Products and Services

Biomedical products and services include our newer, higher growth
businesses, such as: SPF eggs; endotoxin testing; special animal services;
diagnostics; biosafety testing; facility management; and medical device testing.

SPF Eggs

Fertile SPF chicken embryos within eggs are often used by animal health
companies as a living "bioreactor," or self-contained manufacturing vehicle, to
grow large quantities of live or killed avian viruses. These viruses are then
used as the raw material in poultry vaccines. We are a leading supplier to the
major global manufacturers of poultry vaccines, researchers and other users. We
also provide specially raised SPF eggs for some human vaccines. We have entered
into an agreement with a company that is in the FDA approval process for a nasal
spray flu vaccine for human use that, if commercially successful, may
significantly increase our existing SPF eggs business.

We have a worldwide presence that includes several SPF eggs production
facilities in the United States, as well as facilities in Germany and in
Australia. We have a joint venture in Mexico and a franchise in India. We also
operate a specialized (or bird) avian laboratory in Storrs, Connecticut which
provides support services to our customers.

Endotoxin Testing

We are a market leader in the endotoxin testing business, which is used to
test quality control samples of injectable drugs and devices, their components
and the processes under which they are manufactured, for the presence of
endotoxin. Endotoxins are fever producing pathogens or toxic compounds that are
highly toxic to humans when sufficient quantities are introduced into the body.
Quality control testing for endotoxin contamination by our customers is a
mandatory FDA requirement for injectable drugs and devices, and the manufacture
of the test

<PAGE>

kits and reagents is regulated by the FDA as a medical device. Endotoxin testing
uses a processed extract from the blood of the horseshoe crab, known as limulus
amebocyte lysate, or "LAL." The LAL test is the first and one of the only FDA
validated in vitro alternatives to an animal model test, specifically the rabbit
pyrogen test. The process of extracting blood is not harmful to the crabs, which
are subsequently returned to their natural ocean environment. We produce and
distribute test kits and reagents to pharmaceutical and biotechnology medical
device and product companies on a global basis.

Special Animal Services

Special Animal Services, or SAS, provides services for our customers to
help them maintain, improve, breed and test animals purchased or created by them
for biomedical research activities. Our special animal services business
includes: transgenic breeding, model characterization and scale-up, genetic
testing and characterization, quarantine, embryo cryopreservation, embryo
transfer, rederivation, and health and genetic monitoring. We provide these
services to more than 100 customers around the world, from pharmaceutical and
biotechnology companies to hospitals and universities, and maintain more than
150 different lines of research models. Our Contract Research Services business
is a discrete unit within the SAS business that provides more advanced or
specialized research model studies. These projects not only capitalize on our
strong historical research model capabilities, but also exploit more recently
developed capabilities in protocol development, animal micro-surgery, dosing
techniques, drug effectiveness testing and data management and analysis. We
initiated SAS five years ago in response to our customers' outsourcing needs.
The business is managed and staffed by a senior team that was trained and
developed internally. This business leverages the technologies and relationships
associated with our research model business.

Diagnostics

Diagnostics is an internally developed business that was built upon the
scientific foundation created by the diagnostic laboratory needs of our research
model business. We now provide commercial laboratory services to monitor and
analyze the health and genetics of our customers' research models used in their
research protocols. We may serve as the customer's sole source testing
laboratory, or as a back-up source supporting some internal capability. Our
diagnostics business is principally located in Wilmington, Massachusetts and
Troy, New York.

Biosafety Testing

We recently entered the evolving business generally known as "biosafety
testing." This is a specialized area of non-clinical quality control testing
that is frequently outsourced by both pharmaceutical and biotechnology
companies. The testing services we provide allow the customer to determine if
the human protein drug candidates, or the process for manufacturing those
products, are essentially "pure," or free of residual biological materials. The
bulk of this testing work is required by the FDA, either for obtaining new drug
approval or maintaining a licensed manufacturing capability. Our scientific
staff consults with customers in the areas of process development, validation,
manufacturing scale-up, and biological tests. Our biosafety business is located
in Malvern, Pennsylvania.

Facility Management

Facility management involves managing the animal care function and
facilities on behalf of government, academic, pharmaceutical and biotechnology
companies. This business builds upon our core capabilities as a leading provider
of high quality research models. We now manage all or a part of the animal care
facilities of several commercial, government and academic institutions in both
the United States and Europe.

Medical Device Testing

We have capabilities in medical device testing that are complementary to
our research model business, especially in the large and growing cardiovascular
field, using large research models. This business also provides services in
support of animal and human health research, most notably in the area of new
drug and vaccine development and experimental xenotransplantation of whole
organs and tissues from swine to humans. Our medical device testing business is
located in Southbridge, Massachusetts.

<PAGE>

Sierra

Customers

Our customers consist primarily of large pharmaceutical companies,
including the ten largest pharmaceutical companies based on 1998 revenues, as
well as biotechnology, animal health, medical device and diagnostic companies
and hospitals, academic institutions and government agencies. We have many
long-term, stable relationships with our customers as evidenced by the fact that
all of our top 20 customers in 1989 remain our customers today.

During 1998, in both the research models and biomedical products and
services businesses, approximately two-thirds of our sales were to
pharmaceutical and biotechnology companies, and the balance to hospitals,
universities and the government.

Sales, Marketing and Customer Support

We sell our products and services principally through a direct sales force.
As of September 25, 1999, we have approximately 51 employees engaged in field
sales, of which 30 are in the United States, 12 are in Europe and 9 are with our
joint venture company in Japan. The direct sales force is supplemented by a
network of international distributors for some of our biomedical product and
services businesses.

Our internal marketing groups support the field sales staff, while
developing and implementing programs to create close working relationships with
customers in the biomedical research industry. Our web site, www.criver.com, is
an effective marketing tool, and has become recognized as a valuable resource in
the laboratory animal field by a broad spectrum of industry leaders. Our website
is not incorporated by reference in this prospectus.

We maintain both a customer service and technical assistance department,
which services our customers' routine and more specialized needs. We frequently
assist our customers in solving problems related to animal husbandry, health and
genetics, biosecurity, protocol development and other areas in which our
internal expertise is recognized as a valuable customer resource.

Research and Development

We do not maintain a fully dedicated research and development staff.
Rather, this work is done on an individual project basis or through a university
or other forms of collaborations. Our annual dedicated research and development
spending was $1.5 million in 1996, $1.4 million in 1997, $1.4 million in 1998
and $0.4 million for the nine months ended September 25, 1999. Our approach to
developing new products or services is to extend our base technologies into new
applications and fields, and to license or acquire technologies to serve as a
platform for the development of new businesses that service our existing
customer base. Our research and development focus is principally on developing
projects that improve our productivity or processes.

Industry Support and Animal Welfare

Among the shared values of our employees is a concern for and commitment to
animal welfare. We have been in the forefront of animal welfare improvements in
our industry, and continue to demonstrate our commitment with special
recognition programs for employees who demonstrate an extraordinary commitment
in this critical area of our business.

<PAGE>

We support a wide variety of organizations and individuals working to
further animal welfare as well as the interests of the biomedical research
community. We fund internships in laboratory animal medicine, provide financial
support to non-profit institutions that educate the public about the benefits of
animal research, and provide awards and prizes to outstanding leaders in the
laboratory animal medicine field. Our primate import business dedicates a
portion of its net sales, through a royalty, to support similar programs and
initiatives.

Employees

As of September 25, 1999, we have approximately 2,430 employees, including
nearly 100 professionals with advanced degrees (DVMs, PhDs and MDs). Our
employees are not unionized in the United States, though we are unionized in
some European locales, consistent with local custom for our industry. We believe
that we have a good relationship with our employees.

Competition

Our strategy is to be the leader in each of the markets in which we
participate. Our competitors are generally different in each of our business
areas.

In our research models business division, we have three smaller competitors
in the United States, several smaller ones in Europe, and two in Japan. Of our
main United States competitors, two are privately held businesses and the third
is a government financed non-profit institution. We believe that none of our
competitors for research models has our comparable global reach, financial
strength, breadth of product offering or pharmaceutical industry relationships.

We have several competitors in our biomedical products and services
business division. A few of our competitors in our biomedical products and
services business are larger than we are; however, many are smaller and more
regionalized. Expansion by our competitors in other areas in which we operate
could affect our competitive position. Of all of our businesses, we have the
smallest relative share in the biosafety testing market, where the market leader
is a well established company.

We generally compete on the basis of quality, reputation, and availability,
which is supported by our international presence with strategically located
facilities.

Environmental Matters; Legal Proceedings

Our operations and properties are subject to extensive foreign and federal,
state and local environmental protection and health and safety laws and
regulations. These laws and regulations govern, among other things, the
generation, storage, handling, use and transportation of hazardous materials and
the handling and disposal of hazardous and biohazardous waste generated at our
facilities. Under such laws and regulations, we are required to obtain permits
from governmental authorities for some of our operations. If we violate or fail
to comply with these laws, regulations or permits, we could be fined or
otherwise sanctioned by regulators. Under some environmental laws and
regulations, we could also be held responsible for all of the costs relating to
any contamination at our past or present facilities and at third party waste
disposal sites.

Although we believe that our costs of complying with current and future
environmental laws, and our liabilities arising from past or future releases of,
or exposure to, hazardous substances will not materially adversely affect our
business, results of operations or financial condition, we cannot assure you
that they will not do so.

We have for many years been engaged in disputes with federal, state and
local authorities and private environmental groups regarding damage to mangrove
plants resulting from our maintaining a free range primate breeding operation on
two islands we purchased in the Florida Keys. To settle our disputes, we have
agreed to move the primates off the islands, and thereafter transfer the real
property to the government. We have also agreed to refoliate the islands at our
cost, restoring them to their conditions prior to our arrival. Despite our best
efforts, we have not been able to successfully replant the lost mangroves,
principally due to the presence of a free range animal

<PAGE>

population and storms. We believe that we will finally resolve these disputes by
successfully refoliating the islands over the next three years.

We are not a party to any other material legal proceedings, other than
ordinary routine litigation incidental to our business which is not otherwise
material to our business or financial condition.

Regulatory Matters

Some of our business activities are currently regulated by the AWA, which
governs the treatment of particular animals intended for use in research. Much
of our United States small animal research model business, which is
predominantly rats and mice, is not subject to regulation under the AWA although
we comply with licensing and registration requirement standards set by the USDA
for handling animals, including breeding, maintenance and transportation of our
animals. Birds, including the chickens used in our United States SPF egg
business, are also not subject to AWA regulations. However, the USDA, which
enforces the AWA, is presently considering changing the regulations issued under
the AWA, in light of judicial action, to include rats, mice and birds within its
coverage. The AWA imposes a wide variety of specific regulations on producers
and users of animal subjects, most notably cage size, shipping conditions and
environmental enrichment methods. Our animal production facilities in the United
States are accredited by a highly regarded member association known as AAALAC,
which maintains standards that often exceed those of the USDA.

Our biomedical products and services businesses are also generally
regulated by the USDA, and in the case of our endotoxin testing business, the
FDA. Our manufacture of test kits and reagents for endotoxin testing is subject
to regulation by the FDA, under the authority of the Federal Food, Drug, and
Cosmetic Act. We are required to register with the FDA as a device manufacturer
and are subject to inspection on a routine basis for compliance with the FDA's
Quality System Regulations. These regulations require that we manufacture our
products and maintain our documents in a prescribed manner with respect to
manufacturing, testing and control activities. We are in receipt of a "warning
letter" from the FDA for quality control deficiencies with regard to our
Charleston, South Carolina facility, and are attempting to address the agency's
concerns. See "Risk Factors--We must comply with many federal, state and local
rules and regulations."

Properties

The following charts provide summary information on our properties. The
first chart lists the sites we own, and the second chart the sites we lease.
Most of our material leases expire from 2000 to 2005.

Sites---Owned

<TABLE>

No. of
Country Sites Total Square Feet Principal Functions
- ------------------------------------- ------- ----------------- ----------------------------------
<S> <C> <C> <C>
Canada............................... 1 48,789 Office, Production, Laboratory
France............................... 3 373,214 Office, Production, Laboratory
Germany.............................. 3 122,314 Office, Production, Laboratory
Italy................................ 1 36,677 Office, Production, Laboratory
Japan................................ 3 114,831 Office, Production, Laboratory
Netherlands.......................... 1 6,502 Office
United Kingdom....................... 2 67,331 Office, Production, Laboratory
USA.................................. 19 732,980 Office, Production, Laboratory
China................................ 1 10,000 Office, Production, Laboratory
-- ---------
Total................................ 34 1,512,638
== =========
</TABLE>

<PAGE>

Sites--Leased
<TABLE>

No. of
Country Sites Total Square Feet Principal Functions
- ------------------------------------- ------- ----------------- ----------------------------------
<S> <C> <C> <C>
Australia............................ 1 16,787 Office, Production
Belgium.............................. 1 16,140 Office, Production
Czech Republic....................... 1 23,704 Office, Production, Laboratory
Hungary.............................. 1 4,681 Office, Production, Laboratory
Spain................................ 1 3,228 Production, Laboratory
Sweden............................... 1 8,070 Production
USA(1)............................... 10 255,895 Office, Production,Laboratory
-- -- -------
Total................................ 16 328,505
== =======
</TABLE>

- -------------------

(1) Includes two properties leased by Sierra with a total square footage of
116,751 square feet.

<PAGE>

MANAGEMENT

The following table sets forth the name, age and position of each person
who is an executive officer, significant member of management, or director of
Holdings. Each director has been a director of our company and of Holdings since
the recapitalization.

Name Age Position
- ----------------------------- ----- ------------------------------------------
James C. Foster.............. 48 President, Chief Executive Officer and
Director
Thomas F. Ackerman........... 45 Senior Vice President and Chief Financial
Officer
Dennis R. Shaughnessy ....... 41 Senior Vice President, Corporate
Development, General Counsel and Secretary
Robert Cawthorn.............. 63 Director
Stephen D. Chubb............. 55 Director
Thompson Dean................ 41 Director
Stephen C. McCluski.......... 47 Director
Reid S. Perper............... 40 Director
Douglas E. Rogers............ 44 Director
William Waltrip.............. 62 Director
Henry C. Wendt............... 66 Director

James C. Foster joined Charles River in 1976 as General Counsel. Over the
past 23 years, Mr. Foster has held various staff and managerial positions with
Charles River, culminating in Mr. Foster being named Charles River's President
and Chief Operating Officer in 1991. He has served as our President and Chief
Executive Officer since 1992. Mr. Foster also serves on the Board of Directors
of BioTransplant, Inc.

Thomas F. Ackerman joined Charles River in 1988 with over eleven years of
combined public accounting and international finance experience. He was named
Controller, North America in 1992 and became our Vice President and Chief
Financial Officer in 1996. He is currently responsible for overseeing Charles
River's Accounting and Finance Department, as well as our Information Management
& Technology Group. Prior to joining Charles River, Mr. Ackerman was an
accountant at Arthur Anderson & Co.

Dennis R. Shaughnessy joined Charles River in 1988 as Corporate Counsel and
was named Vice President, Business Affairs in 1991. Prior to joining Charles
River, Mr. Shaughnessy was a corporate associate at Boston's Testa, Hurwitz &
Thibeault and previously served in government policy positions. He assumed his
current position in 1994 and is responsible for overseeing our business
development initiatives on a worldwide basis, as well as handling our overall
legal affairs. Mr. Shaughnessy also serves as our Corporate Secretary.

Robert Cawthorn has been a Managing Director of Global Health Care
Partners, a group of DLJ Merchant Banking, Inc. since 1997. Mr. Cawthorn was
Chief Executive Officer and Chairman of Rhone-Poulenc Rorer Inc. until May 1996.
Further, he previously served as an Executive Officer of Pfizer International
and the first President of Biogen Inc. Mr. Cawthorn serves as a director of CBS
Corporation and Sunoco, Inc.

Stephen D. Chubb has been Chairman, Director and Chief Executive Officer of
Matritech, Inc. since its inception in 1987. Previously, Mr. Chubb served as
President and Chief Executive Officer of T Cell Sciences, Inc. and as President
and Chief Executive Officer of Cytogen Company.

Thompson Dean has been a Managing Partner of DLJ Merchant Banking, Inc.
since November 1996. Previously, Mr. Dean was a Managing Director of DLJ
Merchant Banking, Inc. and its predecessor since January 1992. Mr. Dean serves
as a director of Commvault Inc., Von Hoffmann Press, Inc., Manufacturer's
Services Limited, Phase Metrics, Inc., AKI Holdings Corp., Amatek Ltd., DeCrane
Aircraft Holdings Inc., Insilco Holding Corporation, Formica Corporation and
Mueller Group, Inc.

<PAGE>

Stephen C. McCluski has been Senior Vice President and Chief Financial
Officer of Bausch & Lomb Incorporated since 1995. Previously, Mr. McCluski
served as Vice President and Controller of Bausch & Lomb Incorporated and
President of Outlook Eyewear Company.

Reid S. Perper has been a Principal of DLJ Merchant Banking, Inc. since
January 1996. Prior to that time, Mr. Perper had been a Vice President of DLJ
Merchant Banking, Inc. since January 1993. Mr. Perper was formerly a director of
IVAC Holdings, Inc. and Fiberite Holdings, Inc.

Douglas E. Rogers has been Managing Director of Global Health Care
Partners, a group of DLJ Merchant Banking, Inc. since 1996. Previously, Mr.
Rogers was Vice President at Kidder Peabody & Co., Senior Vice President at
Lehman Brothers, and head of U.S. Investment Banking at Baring Brothers. Mr.
Rogers serves as a director of Computerized Medical Systems, Inc. and Wilson
Greatbatch Ltd.

William Waltrip has been a director of Bausch & Lomb Incorporated since
1985, and Chairman of the Board of Directors of Technology Solutions Company
since 1993. He has also been a director of Teachers Insurance and Annuity
Association since 1980 and Thomas & Betts Corporation and Technology Solutions
Company since 1983. Previously, Mr. Waltrip served as Chairman and Chief
Executive Officer of Bausch & Lomb Incorporated, as Chief Executive Officer of
Technology Solutions Company, as Chairman and Chief Executive Officer of Biggers
Brothers, Inc., and as Chief Operating Officer of IU International Corporation.
He was also previously President and Chief Executive Officer and a director of
Purolator Courier Corporation.

Henry C. Wendt has been the Chairman of Global Health Care Partners, a
group of DLJ Merchant Banking, Inc. since 1996. Previously, Mr. Wendt was
Chairman of SmithKline Beecham Corporation and President and Chief Executive
Officer of SmithKline Beckman Corp. prior to its merger with Beecham and served
as founder and First Chairman of Pharmaceutical Partners for Better Health Care.
Mr. Wendt serves as a director of Allergen, Inc., Atlantic Richfield Company,
Computerized Medical Systems, The Egypt Investment Company, West Marine Products
and Wilson Greatbatch Ltd.

<PAGE>

EXECUTIVE COMPENSATION

The aggregate remuneration of our chief executive officer during 1998 and
the four other most highly compensated executive officers whose salary and bonus
exceeded $100,000 for the fiscal year ended December 26, 1998, is set forth in
the following table:

Summary Compensation Table

<TABLE>
Long Term
Compensation
---------------------------
Annual Restricted Securities
----------------------- Stock Underlying All Other
Name and Principal Position Salary Bonus Awards(s) Options Compensation
- --------------------------- ------ ----- --------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
James C. Foster................. $308,700 $230,705 (1) 4,500 19,000 $204,985 (2)
Director, President and Chief
Executive Officer
Real H. Renaud.................. 212,000 99,814 -- 4,200 64,834 (3)
Senior Vice President and
General Manager, European
and North American Animal
Operations
David P. Johst.................. 146,800 69,911 -- 4,200 69,871 (4)
Vice President, Human
Resources and Administration
Julia D. Palm................... 165,200 50,829 -- 1,720 66,953 (5)
Vice President and General
Manager, Biotech Products
and Services
Dennis R. Shaughnessy........... 167,800 79,898 -- 4,200 82,056 (6)
Vice President, Corporate
Development, General
Counsel and Secretary
</TABLE>
- -------------------

(1) Includes $12,000 in cash paid to Mr. Foster under Bausch & Lomb's Long Term
Incentive Plan during 1998.

(2) Includes employer contribution under our Executive Supplemental Life
Insurance Retirement Plan and EVA Long-Term Incentive Plan ($168,068) and
Employee Savings Plan ($3,200), costs associated with a corporate
automobile ($23,861) and corporate club dues and services ($9,856).

(3) Includes employer contribution under our Executive Supplemental Life
Insurance Retirement Plan ($40,075) and Employee Savings Plan ($3,200) and
costs associated with a corporate automobile ($21,559).

(4) Includes employer contribution under our Executive Supplemental Life
Insurance Retirement Plan ($54,982) and Employee Savings Plan ($3,200) and
costs associated with a corporate automobile ($11,689).

(5) Includes employer contribution under our Executive Supplemental Life
Insurance Retirement Plan ($50,691) and Employee Savings Plan ($3,200) and
costs associated with a corporate automobile ($13,062).

(6) Includes employer contribution under our Executive Supplemental Life
Insurance Retirement Plan ($57,956) and Employee Savings Plan ($2,132) and
costs associated with a corporate automobile ($21,968).

Stock Options

The following table presents material information regarding options to
acquire shares of Bausch & Lomb's common stock granted to our named executive
officers in 1998.

<PAGE>

Option Grants in 1998 Fiscal Year

<TABLE>
Potential Realizable Value
Individual Grants at Assumed
Number of Percent of Total Annual Rates of Stock Price
Securities Options Appreciation
Underlying Granted to Exercise or for Option Term(1)
Options Granted Employees in Base Price Expiration -------------------------------
Name (#) Fiscal Year (%) ($/Sh) Date 0%($) 5%($) 10%($)
- ---- --------------- --------------- ----------- ---------- ----- ----- ------
<S> <C> <C> <C> <C> <C> <C> <C>
James C. Foster....... 19,000 1.36% 50.94 7/27/08 -- 608,682 1,542,520
Real H. Renaud........ 4,200 0.30% 50.94 7/27/08 -- 134,551 340,978
David P. Johst........ 4,200 0.30% 50.94 7/27/08 -- 134,551 340,978
Julia D. Palm......... 1,720 0.12% 50.94 7/27/08 -- 55,102 139,639
Dennis R. Shaughnessy. 4,200 0.30% 50.94 7/27/08 -- 134,551 340,978
</TABLE>

- -------------------
(1) We cannot assure you that the value realized by an optionee will be at or
near the amount estimated using this model. These amounts rely on assumed
future stock price movements which management believes cannot be predicted
with a reliable degree of accuracy. These amounts are based on the
assumption that the option holders hold the options granted for their full
term. The column headed "0% ($)" is included to illustrate that the options
were granted at fair market value and option holders will not recognize any
gain without an increase in the stock price, which increase benefits all
shareholders commensurately.

The following table provides material information related to the number and
value of options exercised during 1998 and the value of options held by the
named executive officers at the end of 1998. On December 26, 1998, the closing
sale price of Bausch & Lomb common stock on NYSE was $58 11/16 .

Aggregated Option Exercises in 1998 Fiscal Year and
Fiscal Year-End Option Values

<TABLE>
Number of Securities
Underlying Unexercised Value of Unexercised
Options In-the-Money Options at
Shares Value at Fiscal Year-End (#) Year End ($)(2)
Acquired on Realized ----------------------------- -----------------------------
Name Exercise (#) ($)(1) Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------ -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James C. Foster........ 362 10,238 73,740 37,760 1,244,664 497,373
Real H. Renaud......... 5,036 82,873 17,696 9,418 257,909 125,719
David P. Johst......... 3,144 64,194 7,370 8,407 105,561 111,026
Julia D. Palm.......... 1,880 39,600 3,214 4,267 60,463 64,727
Dennis R. Shaughnessy.. 6,890 54,303 1,650 8,350 15,469 109,697
</TABLE>
- -------------------

(1) Value realized represents the difference between the exercise price of the
option shares and the market price of the option shares on the date the
option was exercised. The value realized was determined without
consideration for any issues or brokerage expenses which may have been
owed.

(2) Represents the total gain which would be realized if all in-the-money
options held at year end were exercised, determined by multiplying the
number of shares underlying the options by the difference between the per
share option exercise price and the per share fair market value on December
26, 1998.

Employee Agreements and Compensation Arrangements

We do not currently have employment agreements with any of our named
executive officers.

<PAGE>

Director Compensation

We intend to pay our independent directors $10,000 per year and $1,000 per
board meeting, plus travel expenses.

<PAGE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

All of our common stock is held by Holdings. The following table sets forth
information with respect to the beneficial ownership of Holdings common stock by
(a) any person or group who beneficially owns more than five percent of Holdings
common stock, (b) each of our directors and executive officers and (c) all
directors and officers as a group.

Percentage of
Outstanding
Name of Beneficial Owner Common Stock (1)
- ------------------------ ----------------
DLJ Merchant Banking Partners II, L.P. and
related investors(2)(3)................................... 71.9%
Bausch & Lomb Incorporated................................... 12.5%
James C. Foster(4)........................................... 2.0%
Thomas F. Ackerman(4)........................................ *
Dennis R. Shaughnessy(4)..................................... *
Robert Cawthorn(5)........................................... --
Stephen D. Chubb............................................. --
Thompson Dean(5)............................................. --
Stephen C. McCluski.......................................... --
Reid S. Perper(5)............................................ --
Douglas E. Rogers(5)......................................... --
William Waltrip.............................................. --
Henry C. Wendt(5)............................................ --
Officers and directors as a group(4)......................... 6.1%

- -------------------
* less than 1%.

(1) Under the SEC's rules, each person or entity is deemed to be a beneficial
owner with the power to vote and direct the disposition of these shares.

(2) Consists of shares held indirectly through CRL Acquisition LLC by the DLJMB
Funds and the following related investors: DLJ Merchant Banking Partners
II-A, L.P.; DLJ Investment Partners, L.P.; DLJ Offshore Partners II, C.V.;
DLJ Capital Corp.; DLJ Diversified Partners, L.P.; DLJ Diversified
Partners-A, L.P.; DLJ Millennium Partners, L.P.; DLJ Millennium Partners-A,
L.P.; DLJMB Funding II, Inc.; DLJ First ESC L.P.; DLJ EAB Partners, L.P.;
DLJ ESC II, L.P.; Sprout Capital VIII, L.P. and Sprout Venture Capital,
L.P. See "Certain Relationships and Related Party Transactions" and "Plan
of Distribution." The address of each of these investors is 277 Park
Avenue, New York, New York 10172, except the address of Offshore Partners
is John B. Gorsiraweg 14, Willemstad, Curacao, Netherlands Antilles.

(3) Does not include the effect of the warrants or the issuance by Holdings of
senior discount debentures with other warrants to the DLJMB Funds and other
investors. If such warrants were exercised, the percentage of outstanding
common stock beneficially owned by DLJ Merchant Banking Partners II, L.P.
and related investors would decrease by 1.0%.

(4) Consists of shares held indirectly through CRL Acquisition LLC.

(5) Messrs. Cawthorn, Dean, Perper, Rogers and Wendt are officers of DLJ
Merchant Banking, Inc., an affiliate of the DLJMB Funds and the initial
purchaser. Shares shown for Messrs. Cawthorn, Dean, Perper, Rogers and
Wendt exclude shares shown as held by the DLJMB Funds, as to which they
disclaim beneficial ownership. The address of each of these investors is
277 Park Avenue, New York, New York 10172.

<PAGE>

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The Recapitalization

Financial Advisory Fees and Agreements

Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ Securities
Corporation"), an affiliate of the DLJMB Funds, acted as financial advisor to us
and was also the initial purchaser of the notes. We paid customary fees to DLJ
Securities Corporation as compensation for its services as financial advisor and
initial purchaser. DLJ Capital Funding, an affiliate of the DLJMB Funds,
received customary fees and reimbursement of expenses in connection with the
arrangement and syndication of the new credit facility and as a lender
thereunder. The aggregate amount of all fees paid to the DLJ entities in
connection with the Recapitalization and the related financing was approximately
$13.2 million plus out-of-pocket-expenses.

Under the investors' agreement described below, for a period of five years
from the date of the investors' agreement, DLJ Securities Corporation or any of
its affiliates will be engaged as the exclusive financial and investment banking
advisor of Holdings. We expect that DLJ Securities Corporation or such affiliate
will receive customary fees for such services rendered and will be entitled to
reimbursement for all reasonable disbursements and out-of-pocket expenses
incurred in connection with such engagement. We expect that any such arrangement
will include provisions for the indemnification of DLJ Securities Corporation
against some liabilities, including liabilities under the federal securities
laws.

CRL Acquisition LLC Operating Agreement

CRL Acquisition LLC, DLJMB Funds, management and other investors are
parties to an operating agreement in connection with the Recapitalization. The
operating agreement provides, among other things, that any person acquiring
limited liability company units of CRL Acquisition LLC who is required by the
operating agreement or by any other agreement or plan of CRL Acquisition LLC to
become a party to the operating agreement will execute an agreement to be bound
by the operating agreement.

The terms of the operating agreement restrict transfers of the limited
liability company units of CRL Acquisition LLC by some investors or management
and some future limited liability company unit holders parties thereto. The
agreement provides for, among other things:

o the ability of the other limited liability company unit holders to
participate in particular sales of units of CRL Acquisition LLC by the
DLJMB Funds

o the ability of the DLJMB Funds to require the other limited liability
company unit holders to sell limited liability company units of CRL
Acquisition LLC in particular circumstances should the DLJMB Funds
choose to sell any such units owned by them

The operating agreement also provides that DLJMB Funds has the right to
appoint the three members of the board of directors of CRL Acquisition LLC,
including the chairman.

Investors' Agreement

Holdings, CRL Acquisition LLC, CRL Holdings, Inc. (a subsidiary of B&L),
management and other investors are parties to an investors' agreement in
connection with the Recapitalization. The investors' agreement provides, among
other things, that any person acquiring shares of common stock of Holdings who
is required by the investors' agreement or by any other agreement or plan of
Holdings to become a party to the investors' agreement will execute an agreement
to be bound by the investors' agreement.

The terms of the investors' agreement restrict transfers of the shares of
Holdings' common stock by CRL Holdings Inc., management and some other investors
and some future shareholders parties thereto. The agreement provides for, among
other things:

<PAGE>

o the ability of some other shareholders to participate in particular
sales of shares of Holdings by CRL Acquisition LLC or its permitted
transferees

o the ability of DLJMB Funds or CRL Acquisition LLC to require the other
shareholders to sell shares of Holdings in particular circumstances
should the DLJMB Funds or CRL Acquisition LLC choose to sell any such
shares owned by them

o some registration rights with respect to shares of common stock of
Holdings, including rights to indemnification against some
liabilities, including liabilities under the Securities Act

o the right of CRL Holdings Inc. to sell to Holdings all of the common
stock of Holdings acquired by it as of the closing date of the
Recapitalization and still held by it, beginning on the date that
substantially all of the debt of Holdings and its subsidiaries is
either repaid or refinanced and such refinanced debt permits it (such
right terminates upon the occurrence of particular events, including
an initial public offering, or 12 years from the closing date of the
Recapitalization)

o pre-emptive rights of all the parties, other than CRL Acquisition LLC
and its permitted transferees, to acquire its pre-emptive portion of
Holdings common stock in particular instances when Holdings proposes
to issue common stock

The investors' agreement also provides that DLJ Merchant Banking Partners
II, L.P. has the right to appoint seven of the nine members of the board of
directors of Holdings, including the chairman.

Transactions with Officers and Directors

In connection with the Recapitalization, some of our officers purchased
units of CRL Acquisition LLC, some of whom also borrowed funds up to a maximum
aggregate amount of $1.3 million from DLJ Inc. secured by their units. James C.
Foster borrowed $.3 million and each of Real H. Renaud, Thomas F. Ackerman and
Dennis R. Shaughnessy borrowed approximately $0.2 million. Two weeks after the
consummation of the Recapitalization, the loans matured and were repaid by the
officers, partially with funds borrowed from Charles River up to a maximum
aggregate amount of $.9 million. The loans from Charles River matures in ten
years and interest accrues at the initial rate of the Term Loan B of the new
credit facility. Each loan is secured by units in CRL Acquisition LLC held by
the borrower, 25% of each loan is recourse to the borrower and all proceeds from
the sale of such equity and options will be used to pay down the loan until it
is repaid in full. All payments due under each loan accelerates immediately upon
the termination of the borrower's employment with Charles River for any reason.

<PAGE>

DESCRIPTION OF NEW CREDIT FACILITY

The new credit facility was provided by a syndicate of financial
institutions led by DLJ Capital Funding, as sole book runner, lead arranger and
syndication agent. The new credit facility includes a $40.0 million term loan A
facility, a $120.0 million term loan B facility and a $30.0 million revolving
credit facility, which provides for loans and under which up to $15.0 million in
letters of credit may be issued. The term loan A facility matures six years
after the closing date of the facility, the term loan B facility matures eight
years after the closing date of the facility and the revolving facility matures
six years after the closing date of the facility. The revolving credit facility
is subject to a potential, but uncommitted, increase of up to $25 million at our
request at any time prior to such revolving credit facility maturity date. Such
increase will be available only if one or more financial institutions agrees, at
the time of our request, to provide it.

Loans under the term loan A facility and the revolving facility will bear
interest, at our option, at the alternate base rate or the reserve adjusted
LIBOR rate plus, in each case, applicable margins of 3.00% for LIBOR loans and
1.75% for base rate loans. Loans under the term loan B facility will bear
interest, at our option, at the alternate base rate or the reserve adjusted
LIBOR rate plus, in each case, applicable margins of 3.75% for LIBOR loans and
2.50% for base rate loans. We pay commitment fees in an amount equal to 0.50%
per annum on the daily average unused portion of the revolving credit facility.
Such fees are payable quarterly in arrears and upon the maturity or termination
of the revolving credit facility. Beginning approximately six months after the
closing date of the new credit facility, the applicable margins applicable to
loans under the term loan A facility and the revolving facility and commitment
fees will be determined based on the ratio (the "Leverage Ratio") of
consolidated total debt to consolidated EBITDA (as defined in the new credit
facility) of us and our restricted subsidiaries (as defined in the new credit
facility).

The following margins will apply to loans under the term loan A facility
and the revolving facility, which are determined by reference to the applicable
leverage ratio:

Applicable Applicable
Margin For Base Margin For LIBOR
Leverage Ratio Rate Loans Rate Loans
-------------- ---------- ----------

greater than or equal to 5.0:1.0 1.75% 3.00%

greater than or equal to 4.0:1.0 and less
than 5.0:1.0 1.25% 2.50%

greater than or equal to 3.0:1.0 and less
than 4.0:1.0 0.75% 2.00%

less than 3.0:1.0 0.25% 1.50%

Further, the following commitment fees will apply, which are determined by
reference to the applicable leverage ratio:

Applicable
Leverage Ratio Commitment Fee
-------------- --------------

greater than or
equal to 4.0:1.0 0.500%

less than 4.0:1.0 0.375%

We will pay a letter of credit fee on the outstanding undrawn amounts of
letters of credit issued under the new credit facility at a rate per year equal
to the margin applicable to LIBOR loans under the revolving facility (in the
case of standby letters of credit) or 1.25% (in the case of commercial letters
of credit), which shall be shared by all

<PAGE>

lenders participating in the relevant letters of credit. In addition, we will
pay an additional fee to the issuer of each letter of credit in an amount agreed
between us and the issuer.

The term loan A is subject to the following amortization schedule:

Term Loan
Year Amortization (%)
- ---- ----------------
1............................................................ 0%
2............................................................ 5
3............................................................ 10
4............................................................ 20
5............................................................ 25
6............................................................ 40

The term loan B is subject to the following amortization schedule:

Term Loan
Year Amortization (%)
- ---- ----------------
7........................................................... 1%
8........................................................... 93

The new credit facility is subject to mandatory prepayment:

o with the net cash proceeds of the sale or other disposition of any
property or assets of, or receipt of casualty proceeds by, us or any
of our restricted subsidiaries, subject to some exceptions, including
an exception for reinvestment in our and our restricted subsidiaries'
business,

o with 50% of the net cash proceeds received from the issuance of equity
securities of Holdings, us or any of our restricted subsidiaries
(subject to some exceptions) so long as the Leverage Ratio following
such payment would exceed 3.5:1,

o with the net cash proceeds received from issuances of debt securities
by Holdings, us or any of our restricted subsidiaries (subject to some
exceptions) and

o with 50% of excess cash flow (as defined in the new credit facility)
for each fiscal year so long as the Leverage Ratio following such
payment would exceed 3.5:1.

All mandatory prepayment amounts will be applied first to the prepayment of
the term loans.

All of our future domestic restricted subsidiaries will be guarantors of
the new credit facility. Our obligations under the new credit facility will be
secured by:

o all of our stock,

o a negative pledge on all of our and our subsidiaries' assets.

<PAGE>

The new credit facility contains customary covenants and restrictions on
our ability to engage in some activities, including, but not limited to:

o limitations on other indebtedness, liens, investments and guarantees,

o restrictions on dividends and redemptions and payments on subordinated
debt and

o restrictions on mergers and acquisitions, sales of assets and leases.

The new credit facility also contains financial covenants requiring us to
maintain a minimum EBITDA, minimum coverage of interest expense, minimum
coverage of fixed charges and a maximum leverage ratio. The new credit facility
contains customary events of default and a cross-default to indebtedness of
Holdings.

Borrowings and reimbursement obligations under the new credit facility are
subject to significant conditions, including compliance with some financial
ratios and the absence of any material adverse change. See "Risk Factors--Risks
relating to our debt."

<PAGE>

WARRANTHOLDERS

Below is information with respect to the number of the warrants, and shares
of common stock of Holdings owned by each of the warrantholders. The warrants
are being registered to permit public secondary trading of the warrants and the
common stock issued upon the exercise of the warrants, and the warrantholders
may offer the warrants and common stock issued upon the exercise of the warrants
for resale from time to time. See "Plan of Distribution."

We have filed with the SEC a registration statement, of which this
prospectus forms a part, with respect to the resale of the warrants and the
issuance and resale of common stock of Holdings issued upon the exercise of the
warrants from time to time, under Rule 415 under the Securities Act, in the
over-the-counter market, in privately- negotiated transactions, in underwritten
offerings or by a combination of such methods of sale, and have agreed to use
our best efforts to keep such registration statement effective until the earlier
of (i) two years following the first date on which no warrants remain
outstanding and (ii) if all warrants expire unexercised, the expiration of the
warrants on October 1, 2009.

The warrants and our common stock issued upon the exercise of the warrants
offered by this prospectus may be offered from time to time by the persons or
entities named below:

<TABLE>
Number of Warrants Ownership
Owned Prior to Offering After Offering
Percentage of ------------------------------ ---------------
Shares of Common Number of Shares Percentage of
Stock Owned Prior Number of Issuable Shares of
Name and Address of Holders to Offering Warrants Upon Exercise Common Stock
- --------------------------- ----------------- -------- ---------------- --------------
<S> <C> <C> <C> <C>
Atlas Strategic Income Fund
c/o Oppenheimer Funds, Inc.
Two World Trade Center, 34th Floor
New York, NY 10048 -- 100 394 --

Ares Leveraged Investment Fund, L.P.
c/o Ares Management, L.P.
1999 Avenue of the Stars, Suite 1900
Los Angeles, CA 90067 -- 2,500 9,856 --

Ares Leveraged Investment Fund II, L.P.
c/o Ares Management, L.P.
1999 Avenue of the Stars, Suite 1900
Los Angeles, CA 90067 -- 5,000 19,712 --

Columbia/HCA
c/o Caywood Scholl Capital Mgmt.
4350 Executive Drive #125
San Diego, CA 92121 -- 150 591 --

DeMoss Foundation
c/o Caywood Scholl Capital Mgmt.
4350 Executive Drive #125
San Diego, CA 92121 -- 100 394 --

Dresdner RCM Caywood Scholl CBO I, Ltd.
c/o Caywood Scholl Capital Mgmt.
4350 Executive Drive #125
San Diego, CA 92121 -- 2,500 9,856 --

<PAGE>

Number of Warrants Ownership
Owned Prior to Offering After Offering
Percentage of ------------------------------ ---------------
Shares of Common Number of Shares Percentage of
Stock Owned Prior Number of Issuable Shares of
Name and Address of Holders to Offering Warrants Upon Exercise Common Stock
- --------------------------- ----------------- -------- ---------------- --------------

DLJ ESC II, L.P.
277 Park Avenue
New York, NY 10172 71.9%* 3,455 13,621 71.9%*

DLJ Investment Funding, Inc.
277 Park Avenue
New York, NY 10172 71.9%* 2,303 9,079 71.9%*

DLJ Investment Partners, L.P.
277 Park Avenue
New York, NY 10172 71.9%* 24,242 95,573 71.

Enterprise High Yield Bond Fund
c/o Caywood Scholl Capital Mgmt.
4350 Executive Drive #125
San Diego, CA 92121 -- 350 1,380 --

Enterprise Accumulation Trust High Yield
c/o Caywood Scholl Capital Mgmt.
4350 Executive Drive #125
San Diego, CA 92121 -- 250 986 --

IL Annuity & Insurance Co.-RGA
c/o Caywood Scholl Capital Mgmt.
4350 Executive Drive #125
San Diego, CA 92121 -- 150 591 --

JHW Cash Flow Fund I, L.P.
c/o Kerri Cagnassola
177 Broad Street
Stamford, CT 06901 -- 5,000 19,712 --

Oneok Master Trust
10 West 3rd Street, 1st Floor
Tulsa, Oklahoma 74103 -- 500 1,971 --

Oppenheimer Champion Income Fund
c/o Oppenheimer Funds, Inc.
Two World Trade Center, 34th Floor
New York, NY 10048 -- 4,500 17,741 --

Oppenheimer High Income Fund
c/o Oppenheimer Funds, Inc.
Two World Trade Center, 34th Floor
New York, NY 10048 -- 1,100 4,337 --

<PAGE>

Oppenheimer High Yield Bond Fund
c/o Oppenheimer Funds, Inc.
Two World Trade Center, 34th Floor
New York, NY 10048 -- 3,000 11,827 --

Oppenheimer Strategic Bond Fund
c/o Oppenheimer Funds, Inc.
Two World Trade Center, 34th Floor
New York, NY 10048 -- 350 1,380 --

Oppenheimer Strategic Income Fund
c/o Oppenheimer Funds, Inc.
Two World Trade Center, 34th Floor
New York, NY 10048 -- 5,950 23,458 --

Sutter CBO 1999-1 Ltd.
c/o Chase Bank of Texas, N.A.
600 Travis Street, 51st Floor
Houston, TX 77002 -- 3,500 13,799 --

TCW Leveraged Income Investment Trust L.P.
865 South Figueroa Street, 21st Floor
Los Angeles, CA 90017 -- 2,526 9,959 --

TCW Leveraged Income Trust II, L.P.
865 South Figueroa Street, 21st Floor
Los Angeles, CA 90017 -- 2,526 9,959 --

TCW Crescent Mezzanine Partners II, L.P.
865 South Figueroa Street, 21st Floor
Los Angeles, CA 90017 -- 16,266 64,128 --

TCW Crescent Mezzanine Trust II
865 South Figueroa Street, 21st Floor
Los Angeles, CA 90017 -- 3,945 15,553 --

The 1818 Mezzanine Fund, L.P.
c/o Brown Brothers Harriman & Co.
59 Wall Street
New York, NY 10005 -- 39,424 155,427 --

Wells Fargo Bank, N.A.
Capital Markets High Yield
555 Montgomery Street, 10th Floor
San Francisco, CA 94111 -- 4,000 15,770 --

- -------------------
* The holder indirectly owns such percentage of Holdings common stock.
</TABLE>

<PAGE>

None of such holders have, or within the past three years had, any
position, office or other material relationship with us or any of our
predecessors or affiliates except as disclosed in "Management", whereby some of
our directors and officers are affiliated with some of the holders listed above.

Because the selling holders may, under this prospectus, offer all or some
portion of the warrants or the common stock issuable upon conversion of the
warrants, no estimate can be given as to the amount of the warrants or the
common stock issuable upon conversion of the warrants that will be held by the
selling holders upon termination of any such sales. In addition, the selling
holders identified above may have sold, transferred or otherwise disposed of all
or a portion of their warrants, since the date on which they provided the
information regarding their warrants, in transactions exempt from the
registration requirements of the Securities Act. See "Plan of Distribution."

Only selling holders identified above who beneficially own the securities
set forth opposite each such selling holder's name in the foregoing table on the
effective date of the registration statement of which this prospectus forms a
part may sell such securities under the registration statement. Prior to any use
of this prospectus in connection with an offering of the warrants and/or the
common stock issuable upon conversion of warrants by any holder not identified
above, this prospectus will be supplemented to set forth the name and number of
shares beneficially owned by the selling securityholder intending to sell such
warrants and/or common stock, and the number of warrants and/or shares of common
stock to be offered. The prospectus supplement will also disclose whether any
selling securityholder selling in connection with such prospectus supplement has
held any position or office with, been employed by or otherwise has had a
material relationship with, us or any of our affiliates during the three years
prior to the date of the prospectus supplement if such information has not been
disclosed herein.

<PAGE>

DESCRIPTION OF WARRANTS

The warrants were issued under a warrant agreement between Holdings and
State Street Bank and Trust Company, as warrant agent, a copy of which is
available as set forth under the caption entitled "Where You Can Find More
Information." The following is only a summary of the warrant agreement and may
not contain all the information that is important to you. Therefore, we
encourage you to read the warrant agreement which has been filed with the SEC as
an exhibit to the registration statement on form S-1 with respect to the
warrants and shares of common stock of Holdings issuable upon the exercise of
the warrants. See "Where You Can Find More Information" for information on how
you can obtain a copy of the warrant agreement.

General

Each warrant, when exercised, will entitle the holder thereof to receive
3.942 fully paid and non-assessable shares of Holdings common stock, at an
exercise price of $10.00 per share, subject to adjustment. The exercise price
and the number of Holdings common stock are both subject to adjustment in
particular cases referred to below. The holders of the warrants would be
entitled, in the aggregate, to purchase shares of Holdings common stock
representing approximately 5.0% of Holdings common stock on a fully diluted
basis on the closing date, assuming exercise of all outstanding warrants. The
warrants will be exercisable at any time on or after October 1, 2001. Unless
exercised, the warrants will automatically expire at 5:00 p.m. New York City
time on October 1, 2009.

The warrants may be exercised by surrendering to Holdings the warrant
certificates evidencing the warrants to be exercised with the accompanying form
of election to purchase properly completed and executed, together with payment
of the exercise price. Payment of the exercise price may be made at the holder's
election (i) by tendering notes having an aggregate principal amount at
maturity, plus accrued and unpaid interest, if any, thereon, to the date of
exercise equal to the exercise price and (ii) in cash in United States dollars
by wire transfer or by certified or official bank check to the order of
Holdings. Upon surrender of the warrant certificate and payment of the exercise
price, Holdings will deliver or cause to be delivered, to or upon the written
order of such holder, stock certificates representing the number of whole shares
of Holdings common stock to which the holder is entitled. If less than all of
the warrants evidenced by a warrant certificate are to be exercised, a new
warrant certificate will be issued for the remaining number of warrants. Holders
of warrants will be able to exercise their warrants only if a registration
statement relating to Holdings common stock underlying the warrants is then in
effect, or the exercise of such warrants is exempt from the registration
requirements of the Securities Act, and such securities are qualified for sale
or exempt from qualification under the applicable securities laws of the states
in which the various holders of warrants or other persons to whom it is proposed
that Holdings common stock be issued on exercise of the warrants reside.

No fractional shares of Holdings common stock will be issued upon exercise
of the warrants. Holdings will pay to the holder of the warrant at the time of
exercise an amount in cash equal to the current market value of any such
fractional shares of Holdings common stock less a corresponding fraction of the
exercise price.

The holders of the warrants will have no right to vote on matters submitted
to the stockholders of Holdings and will have no right to receive dividends. The
holders of the warrants will not be entitled to share in the assets of Holdings
in the event of liquidation, dissolution or the winding up of Holdings. In the
event a bankruptcy or reorganization is commenced by or against Holdings, a
bankruptcy court may hold that unexercised warrants are executory contracts
which may be subject to rejection by Holdings with approval of the bankruptcy
court, and the holders of the warrants may, even if sufficient funds are
available, receive nothing or a lesser amount as a result of any such bankruptcy
case than they would be entitled to if they had exercised their warrants prior
to the commencement of any such case.

In the event of a taxable distribution to holders of Holdings common stock
that results in an adjustment to the number of shares of Holdings common stock
or other consideration for which a warrant may be exercised, the holders of the
warrants may, in particular circumstances, be deemed to have received a
distribution subject to United States federal income tax as a dividend. See
"Certain Federal Income Tax Consequences."

<PAGE>

Adjustments

The number of shares of Holdings common stock purchasable upon the exercise
of the warrants and the exercise price will be subject to adjustment if
particular events occur, including:

(1) the payment by Holdings of dividends and other distributions on the
Holdings common stock,

(2) subdivisions, combinations and reclassifications of the Holdings
common stock,

(3) the issuance to all holders of Holdings common stock of rights,
options or other warrants entitling them to subscribe for Holdings
common stock or securities convertible into, or exchangeable or
exercisable for, Holdings common stock at a price which is less than
the fair market value per share (as defined) of Holdings common stock,

(4) some distributions to all holders of Holdings common stock of any of
Holdings' assets or debt securities or any rights or other warrants to
purchase any such securities, but excluding those rights and warrants
referred to in clause (3) above,

(5) the issuance of shares of Holdings common stock for consideration per
share less than the then fair market value per share of Holdings
common stock, but excluding securities issued in transactions referred
to in clauses (1) through (4) above or (6) below and subject to some
exceptions,

(6) the issuance of securities convertible into or exchangeable for
Holdings common stock for a conversion or exchange price plus
consideration received upon issuance less than the then fair market
value per share of Holdings common stock at the time of issuance of
such convertible or exchangeable security, but excluding securities
issued in transactions referred to in clauses (1) through (4) above,
and

(7) some other events that could have the effect of depriving holders of
the warrants of the benefit of all or a portion of the purchase rights
evidenced by the warrants.

Adjustments to the exercise price will be calculated to the nearest cent.
No adjustment need be made for any of the foregoing transactions if holders of
warrants issued are to participate in the transaction on a basis and with notice
that the board of directors determines to be fair and appropriate in light of
the basis and notice and on which other holders of Holdings common stock
participate in the transaction.

"Disinterested Director" means, in connection with any issuance of
securities that gives rise to a determination of the fair market value thereof,
each member of the board of directors of Holdings who is not an officer,
employee, director or other affiliate of the party to whom Holdings is proposing
to issue the securities giving rise to such determination.

"Fair Market Value" per security at any date of determination shall be (1)
in connection with a sale to a party that is not an affiliate of Holdings in an
arm's-length transaction, the price per security at which such security is sold
and (2) in connection with any sale to an affiliate of Holdings, (a) the last
price per security at which such security was sold in an arm's-length
transaction within the three-month period preceding such date of determination
or (b) if clause (a) is not applicable, the fair market value of such security
determined in good faith by (i) a majority of the Board of Directors of
Holdings, including a majority of the disinterested directors, and approved in a
board resolution delivered to the Warrant Agent or (ii) a nationally recognized
investment banking, appraisal or valuation firm, which is not an affiliate of
Holdings, in each case taking into account, among all other factors deemed
relevant by the Board of Directors or such investment banking, appraisal or
valuation firm, the trading price and volume of such security on any national
securities exchange or automated quotation system on which such security is
traded.

No adjustment in the exercise price will be required unless such adjustment
would require an increase or decrease of at least one percent (1.0%) in the
exercise price; provided however, that any adjustment that is not made will be
carried forward and taken into account in any subsequent adjustment. In the case
of particular combinations or mergers of Holdings, or the sale of all or
substantially all of the assets of Holdings to another corporation, (i) each

<PAGE>

warrant will thereafter be exercisable for the right to receive the kind and
amount of shares of stock or other securities or property to which such holder
would have been entitled as a result of such combination, merger or sale had the
warrants been exercised immediately prior thereto and (ii) the Person formed by
or surviving any such combination or merger, if other than the company, or to
which such sale shall have been made will assume the obligations of Holdings
under the warrant agreement.

Reservation of Shares

Holdings has authorized and reserved for issuance and will at all times
reserve and keep available such number of shares of Holdings common stock as
will be issuable upon the exercise of all outstanding warrants. Such shares of
Holdings common stock, when paid for and issued, will be duly and validly
issued, fully paid and non-assessable, free of preemptive rights and free from
all taxes, liens, charges and security interests with respect to the issuance
thereof.

Amendment

From time to time, Holdings and State Street Bank and Trust Company,
warrant agent, without the consent of the holders of the warrants, may amend or
supplement the warrant agreement for particular purposes, including curing
defects or inconsistencies or making any change that does not adversely affect
the legal rights of any holder. Any amendment or supplement to the warrant
agreement that adversely affects the legal rights of the holders of the warrants
will require the written consent of the holders of a majority of the then
outstanding warrants (excluding warrants held by Holdings or any of its
affiliates). The consent of each holder of the warrants affected will be
required for any amendment under which the exercise price would be increased or
the number of shares of Holdings common stock purchasable upon exercise of
warrants would be decreased, other than for particular adjustments provided in
the warrant agreement.

<PAGE>

DESCRIPTION OF CAPITAL STOCK OF HOLDINGS

General

Holdings is authorized to issue an aggregate of 40,000,000 shares of common
stock, par value $.01 per share, of which 10,285,715 are outstanding (excluding
1,600,000 reserved for issuance for outstanding warrants, including the
Warrants). The following is a summary of some of the rights and privileges
pertaining to Holdings common stock. For a full description of the Holdings'
capital stock, reference is made to the Holdings' Certificate of Incorporation
currently in effect, a copy of which is available from Holdings. See "Where You
Can Find More Information."

Common Stock

Holders of Holdings common stock have no conversion, redemption or
preemptive rights.

Voting Rights

The holders of Holdings common stock are entitled to one vote per share on
all matters submitted for action by the shareholders. There is no provision for
cumulative voting with respect to the election of directors. Accordingly, the
holders of more than 50% of the shares of Holdings common stock can, if they
choose to do so, elect the board of directors of Holdings and determine most
matters on which stockholders are entitled to vote. Under the Investors'
Agreement, the shareholders who are party to such agreement have agreed to vote
their shares to cause CRL Acquisition LLC to select five of the seven Holdings'
directors, including the chairman. See "Certain Relationships and Related Party
Transactions--Investors' Agreement."

Dividend Rights

Holders of Holdings common stock are entitled to share equally, share for
share, if dividends are declared on Holdings common stock, whether payable in
cash, property or securities of Holdings.

Liquidation Rights

In the event of any voluntary or involuntary liquidation, dissolution or
winding up of Holdings, after we have made payments from the funds available
therefore to the holders of preferred stock, if any, for the full amount to
which they are entitled, the holders of the shares of Holdings common stock are
entitled to share equally, share for share, in the assets available for
distribution.

Preferred Stock

Holdings has authorized 10,000,000 shares of preferred stock to be issued
from time to time in one or more series, with such designations, powers,
preferences, rights, qualifications, limitations and restrictions as the board
of directors may determine. The shares of preferred stock of any one series
shall be identical with each other in all respects except as to the dates from
which dividends shall accrue or be cumulative. On all matters with respect to
which holders of the preferred stock are entitled to vote as a single class,
each holder of preferred stock with such voting right shall be entitled to one
vote for each share held.

Section 203 of Delaware General Corporation Law

Holdings is a Delaware corporation and subject to Section 203 of the DGCL.
Section 203 prevents an "interested stockholder" (defined generally as a person
owning 15% or more of a corporation's outstanding voting stock) from engaging in
a "business combination" with a Delaware corporation for three years following
the date such person became an interested stockholder, subject to some
exceptions such as transactions done with the approval of the board of directors
and of the holders of at least two-thirds of the outstanding shares of voting
stock not owned by the interested stockholder. The existence of this provision
would be expected to have an anti-takeover effect, including possibly
discouraging takeover attempts that might result in a premium over the market
price for the shares of Holdings common stock.

<PAGE>

DLJMB Warrants

Holdings issued senior discount debentures with other warrants (the "DLJMB
Warrants") to the DLJMB Funds and other investors for $37.6 million. Each DLJMB
Warrant will entitle the holder thereof to purchase one share of Holdings common
stock at an exercise price of not less than $0.01 per share subject to customary
antidilution provisions (which differ in some respects from those contained in
the warrants) and other customary terms. The DLJMB Warrants will be exercisable
at any time prior to 5:00 p.m., New York City time, on April 1, 2010. The
exercise of the DLJMB Warrants also will be subject to applicable federal and
state securities laws.

The DLJMB Funds are entitled to particular registrations rights related to
the DLJMB Warrants.

Transfer Agent and Registrar

The transfer agent and registrar for the Holdings common stock will be the
Secretary of Holdings.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following describes the material United States federal income tax
consequences of the ownership, disposition and exercise of warrants applicable
to holders of warrants. This discussion is based on the Internal Revenue Code of
1986, as amended to the date hereof (the "Code"), administrative pronouncements,
judicial decisions and existing and proposed Treasury Regulations, and
interpretations of the foregoing, changes to any of which subsequent to the date
of this registration statement may affect the tax consequences described herein,
possibly with retroactive effect.

The following discusses only warrants and the shares of Holdings common
stock issuable upon the exercise of the warrants held as capital assets within
the meaning of Section 1221 of the Code. It does not discuss all of the tax
consequences that may be relevant to a holder in light of his particular
circumstances or to holders subject to special rules, such as some financial
institutions, tax-exempt entities, insurance companies, dealers and traders in
securities or currencies and holders who hold the warrants or the shares of
Holdings common stock issuable upon the exercise of the warrants as part of a
hedging transaction, "straddle," conversion transaction or other integrated
transaction, or persons who have ceased to be United States citizens or to be
taxed as resident aliens. Persons considering the purchase of warrants should
consult their tax advisors with regard to the application of the United States
federal income tax laws to their particular situations as well as any tax
consequences arising under the laws of any state, local or foreign taxing
jurisdiction.

As used herein, the term "U.S. Holder" means a beneficial owner of a
warrant or the shares of Holdings common stock issuable upon the exercise of the
warrants that for United States federal income tax purposes is:

o a citizen or resident of the United States;

o a corporation created or organized in or under the laws of the United
States or of any political subdivision thereof;

o an estate the income of which is subject to United States federal
income taxation regardless of its source; or

o a trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or
more United States persons have the authority to control all
substantial decisions of the trust.

As used herein, the term "Non-U.S. Holder" means an owner of a warrant or
the shares of Holdings common stock issuable upon the exercise of the warrants
that is, for United States federal income tax purposes,

o a nonresident alien individual;

<PAGE>

o a foreign corporation;

o a nonresident alien fiduciary of a foreign estate or trust; or

o a foreign partnership, one or more of the members of which is a
nonresident alien individual, a foreign corporation or a nonresident
alien fiduciary of a foreign estate or trust.

Tax Consequences to U.S. Holders

The Warrants

A U.S. Holder will generally not recognize any gain or loss upon exercise
of any warrants (except with respect to any cash received in lieu of a
fractional share of Holdings common stock issuable upon the exercise of the
warrant). A U.S. Holder will have an initial tax basis in the shares of Holdings
common stock received on exercise of the warrants equal to the sum of its tax
basis in the warrants and the aggregate cash exercise price, if any, paid in
respect of such exercise. A U.S. Holder's holding period in such shares of
Holdings common stock will commence on the day the warrants are exercised.

If a warrant expires without being exercised, a U.S. Holder will recognize
a capital loss in an amount equal to its tax basis in the warrant. Upon the sale
or exchange of a warrant, a U.S. Holder will generally recognize a capital gain
or loss equal to the difference, if any, between the amount realized on such
sale or exchange and the U.S. Holder's tax basis in such warrant. Such capital
gain or loss will be long-term capital gain or loss if, at the time of such sale
or exchange, the warrant has been held for more than one year.

Under Section 305 of the Code, a U.S. Holder of a warrant may be deemed to
have received a constructive distribution from Charles River, which may result
in the inclusion of ordinary dividend income, in the event of particular
adjustments to the number of shares of Holdings common stock to be issued on
exercise of a Warrant.

Backup Withholding and Information Reporting

Backup withholding of U.S. federal income tax at a rate of 31% may apply to
dividends received with respect to the shares of Holdings common stock issuable
upon the exercise of the warrants and the proceeds of a disposition of a warrant
or such shares to a U.S. Holder who is not an exempt recipient. Generally,
individuals are not exempt recipients, whereas corporations and some other
entities are exempt recipients. Backup withholding will apply only if the U.S.
Holder

o fails to furnish its Taxpayer Identification Number ("TIN") which, in
the case of an individual, is his or her Social Security Number;

o furnishes an incorrect TIN;

o is notified by the Internal Revenue Service ("IRS") that it has failed
to properly report payments of dividends; or

o under particular circumstances, fails to certify, under penalty of
perjury, that it has furnished a correct TIN and has not been notified
by the IRS that it is subject to backup withholding.

U.S. Holders should consult their tax advisors regarding their
qualification for exemption from backup withholding and the procedure for
obtaining such an exemption if applicable.

The amount of any backup withholding from a payment to a U.S. Holder is not
an additional tax and is allowable as a credit against such U.S. Holder's United
States federal income tax liability and may entitle such U.S. Holder to a
refund, provided that the required information is furnished to the IRS.

<PAGE>

Tax Consequences to Non-U.S. Holders

Dividends on Warrant Shares

Dividends paid to a Non-U.S. Holder on the shares of Holdings common stock
(and, after December 31, 2000, any deemed dividends resulting from particular
adjustments to the number of shares of Holdings common stock to be issued on
exercise of a warrant) generally will be subject to withholding tax at a 30%
rate or such lower rate as may be specified by an applicable income tax treaty,
unless such dividends are effectively connected with the conduct by the Non-U.S.
Holder of a trade or business in the U.S. Currently, for purposes of determining
whether tax is to be withheld at a 30% rate or at a reduced treaty rate, Charles
River ordinarily will presume that dividends paid on or before December 31, 2000
to an address in a foreign country are paid to a resident of such country absent
knowledge that such presumption is not warranted. Under Treasury Regulations
effective for payments after December 31, 2000, Non-U.S. Holders will be
required to satisfy particular applicable certification requirements to claim
treaty benefits.

Sale, Exchange or Disposition of the Warrants or Warrant Shares

A Non-U.S. Holder of a warrant or shares of Holdings common stock issuable
upon the exercise of the warrants will not be subject to United States federal
income tax on gain realized on the sale, exchange or other disposition of such
warrant or shares, unless:

o that holder is an individual who is present in the United States for
183 days or more in the taxable year of the disposition, and some
other conditions are met;

o that gain is effectively connected with the Non-U.S. Holder's conduct
of a trade or business in the United States; or

o the warrant or such share was a United States real property interest
("USRPI") as defined in Section 897(c)(1) of the Code at any time
during the five year period prior to the sale or exchange or at any
time during the time that the Non-U.S. Holder held such warrant or
share, whichever time was shorter.

A warrant or shares of Holdings common stock would be a USRPI only if, at
any time during the five years prior to the sale or exchange of such warrant or
share or at any time during the period that the Non-U.S. Holder held such
warrant or share, whichever time was shorter, Charles River had been a "United
States real property holding corporation" (USRPHC") as defined in Section
897(c)(2) of the Code. Charles River believes that it is not, has not been and
will not become a USRPHC for federal income tax purposes.

Estate Tax

An individual Non-U.S. Holder who is treated as the owner of, or has made
particular lifetime transfers of, an interest in a warrant or shares of Holdings
common stock will be required to include the value thereof in his gross estate
for U.S. federal estate tax purposes, and may be subject to U.S. federal estate
tax unless an applicable estate tax treaty provides otherwise.

Effectively Connected Dividend Income or Gain

Dividends with respect to shares of Holdings common stock or gain realized
on the sale, exchange or other disposition of warrants or shares that are
effectively connected with the conduct of a trade or business in the U.S. by a
Non-U.S. Holder, although exempt from withholding tax, may be subject to U.S.
income tax at graduated rates as if such dividends or gain were earned by a U.S.
Holder. The Non-U.S. Holder will be exempt from withholding tax if it properly
certifies on IRS Form 4224, Form W-8ECI or other appropriate successor form that
the income is effectively connected with the conduct of a United States trade or
business. In addition, if such Non-U.S. Holder is a foreign corporation, it may
be subject to a 30% branch profits tax (unless reduced or eliminated by an
applicable treaty) on its earnings and profits for the taxable year attributable
to such effectively connected income, subject to particular adjustments.

<PAGE>

Backup Withholding and Information Reporting

Where required, Charles River will report annually to the IRS and to each
Non-U.S. Holder the amount of any dividends paid to the Non-U.S. Holder. Copies
of these information returns may also be made available under the provisions of
a specific treaty or other agreement to the tax authorities of the country in
which the Non-U.S. Holder resides.

Backup withholding (described above under "-- Tax Consequences to U.S.
Holders--Backup Withholding and Information Reporting") generally will not apply
to dividends paid on or before December 31, 2000 to a Non-U.S. Holder at an
address outside the United States, provided Charles River or its paying agent
does not have actual knowledge that the payee is a United States Person. Under
Treasury Regulations effective for payments made after December 31, 2000,
however, a Non-U.S. Holder will be subject to backup withholding unless
applicable certification requirements are met.

Under current Treasury Regulations, payments on the sale, exchange or other
disposition of a warrant or shares of Holdings common stock made to or through a
foreign office of a broker generally will not be subject to backup withholding.
However, if such broker is a United States person, a controlled foreign
corporation for United States federal income tax purposes, a foreign person 50
percent or more of whose gross income is effectively connected with a United
States trade or business for a specified three-year period or (generally in the
case of payments made after December 31, 2000) a foreign partnership with
particular connections to the United States, then information reporting (but not
backup withholding) will be required unless the broker has in its records
documentary evidence that the beneficial owner is not a United States person and
some other particular conditions are met or the beneficial owner otherwise
establishes an exemption. Backup withholding may apply to any payment that such
broker is required to report if the broker has actual knowledge that the payee
is a United States person. Payments to or through the United States office of a
broker will be subject to backup withholding and information reporting unless
the holder certifies, under penalties of perjury, that it is not a United States
person or otherwise establishes an exemption.

Recently promulgated Treasury Regulations, generally effective for payments
after December 31, 2000, provide some presumptions under which a Non-U.S. Holder
will be subject to backup withholding and information reporting unless the
holder certifies as to its non-U.S. status or otherwise establishes an
exemption. In addition, the new Treasury Regulations change some procedural
requirements relating to establishing a holder's non-U.S. status.

Non-U.S. Holders of warrants or the shares of Holdings common stock
issuable upon the exercise of the warrants should consult their tax advisers
regarding the application of information reporting and backup withholding in
their particular situations, the availability of an exemption therefrom, and the
procedure for obtaining such an exemption, if available. Any amount withheld
from a payment to a Non-U.S. Holder under the backup withholding rules is not an
additional tax and is allowable as a credit against such holder's United States
federal income tax liability, if any, or may entitle such holder to a refund,
provided that the required information is furnished to the IRS.

PLAN OF DISTRIBUTION

Holdings will not receive any proceeds from this offering, other than in
connection with the exercise of the warrants. The warrants and the common stock
of Holdings issued upon the exercise of the warrants offered hereby may be sold
by the warrantholders from time to time in transactions in the over-the-counter
market, in negotiated transactions, in underwritten offerings, or a combination
of such methods of sale, at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to prevailing market prices or
at negotiated prices. The warrantholders may effect such transactions by selling
the warrants and common stock of Holding issued upon the exercise of the
warrants to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
warrantholders and/or the purchasers of the warrants for whom such
broker-dealers may act as agents or to whom they sell as principals, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions).

In order to comply with the securities laws of particular states, if
applicable, the warrants and common stock will be sold in such jurisdictions
only through registered or licensed brokers or dealers. In addition, in
particular

<PAGE>

states the warrants and the common stock of Holdings may not be sold unless they
have been registered or qualified for sale in the applicable state or an
exemption from the registration or qualification requirement is available and is
complied with.

The warrantholders and any broker-dealers or agents that participate with
the warrantholders in the distribution of the warrants or the common stock of
Holdings issued upon the exercise of the warrants may be deemed to be
"underwriters" within the meaning of the Securities Act, and any commissions
received by them and any profit on the resale of the warrants or the common
stock issued upon the exercise of the warrants purchased by them may be deemed
to be underwriting commissions or discounts under the Securities Act.

Each warrantholder will be subject to applicable provisions of the Exchange
Act and the rules and regulations thereunder, which provisions may limit the
timing of purchases and sales of shares of the common stock of Holdings by the
warrantholders.

The costs of the registration of the warrants will be paid by Holdings,
including, without limitation, SEC filing fees and expenses of compliance with
state securities or "blue sky" laws; provided, however, that the selling holders
will pay all underwriting discounts and selling commissions, if any. The selling
holders will be indemnified by Holdings against particular civil liabilities,
including some liabilities under the Securities Act, or will be entitled to
contribution in connection therewith.

<PAGE>

LEGAL MATTERS

The validity of the warrants and shares of common stock of Holdings
issuable upon the exercise of the warrants offered hereby will be passed upon
for Charles River Laboratories, Inc. and Charles River Laboratories Holdings,
Inc. by Davis Polk & Wardwell, New York, New York.

INDEPENDENT ACCOUNTANTS

The consolidated financial statements of Charles River Laboratories, Inc.
and the combined financial statements of Charles River Laboratories Holdings,
Inc. and Charles River Laboratories, Inc. as of December 27, 1997 and December
26, 1998 and for each of the three years in the period ended December 26, 1998
included in this prospectus have been audited by PricewaterhouseCoopers LLP as
stated in their report appearing herein.

WHERE YOU CAN FIND MORE INFORMATION

Holdings has filed with the SEC a registration statement on Form S-1 under
the Securities Act with respect to warrants and shares of common stock of
Holdings issuable upon the exercise of the warrants. This prospectus does not
contain all the information included in the registration statement and the
related exhibits and schedules. You will find additional information about us,
Holdings and the warrants and shares of common stock of Holdings issuable upon
the exercise of the warrants in the registration statement. The registration
statement and the related exhibits and schedules may be inspected and copied at
the public reference facilities maintained by the SEC at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the public
reference facilities of the SEC's Regional Offices: New York Regional Office,
Seven World Trade Center, Suite 1300, New York, New York 10048; and Chicago
Regional Office, Citicorp Center, 500 West Madison Street, Chicago, Illinois
60661. Copies of this material may also be obtained from the Public Reference
Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. You can obtain information on the operation of the public
reference facilities by calling 1-800-SEC-0330. The SEC also maintains a site on
the World Wide Web (http://www.sec.gov) that contains reports, proxy and
information statements and other information regarding registrants, including
Charles River and Holdings, that file electronically with the SEC. Statements
made in this prospectus about legal documents may not necessarily be complete
and you should read the documents which are filed as exhibits or schedules to
the registration statement or otherwise filed with the SEC.

We are required under the warrant agreement to furnish the warrantholders
with all quarterly and annual financial information that would be required to be
contained in a filing with the SEC on forms 10-Q and 10-K if Holdings were
required to file such Forms, including, without limitation, (a) "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and,
with respect to the annual information only, a report thereon by Holdings's
certified independent accountants, and (b) all current reports that would be
required to be filed with the SEC on Form 8-K if Holdings were required to file
such reports, in each case, within the time periods specified in the SEC's rules
and regulations.

73
<PAGE>

INDEX TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA

Page
----
Introduction to Unaudited Pro Forma Condensed Consolidated
Financial Data...................................................... P-2
Charles River Laboratories, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
September 25, 1999....................................................... P-4
Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
September 25, 1999.................................................. P-5
Unaudited Pro Forma Condensed Consolidated Statement of Income for the
Year Ended December 26, 1998........................................ P-8
Unaudited Pro Forma Condensed Consolidated Statement of Income for the
Nine Months Ended September 26, 1998................................ P-9
Unaudited Pro Forma Condensed Consolidated Statement of Income for the
Nine Months Ended September 25, 1999................................ P-10
Notes to Unaudited Pro Forma Condensed Consolidated Statements of
Income.............................................................. P-11
Charles River Laboratories Holdings, Inc. and Charles River
Laboratories, Inc.
Unaudited Pro Forma Condensed Combined Balance
Sheet as of September 25, 1999...................................... P-14
Notes to Unaudited Pro Forma Condensed Combined Balance Sheet as of
September 25, 1999.................................................. P-15
Unaudited Pro Forma Condensed Combined Statement of Income for the
Year Ended December 26, 1998........................................ P-19
Unaudited Pro Forma Condensed Combined Statement of Income for the
Nine Months Ended September 25, 1999................................ P-20
Notes to Unaudited Pro Forma Condensed Combined Statements of Income..... P-21

P-1

<PAGE>

INTRODUCTION TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL DATA

On September 29, 1999, Charles River Laboratories, Inc. (the "Company" or
"Charles River") consummated a recapitalization transaction in connection with a
recapitalization agreement dated July 25, 1999 (the "Recapitalization
Agreement") with Bausch & Lomb Incorporated ("B&L"), subsidiaries of B&L (such
subsidiaries and B&L are referred to, collectively, as the "Rollover
Shareholders"), Endosafe, Inc. (renamed Charles River Laboratories Holdings,
Inc., referred to as "Holdings") and CRL Acquisition LLC, a subsidiary of DLJ
Merchant Banking Partners II, L.P. ("DLJMB"). Prior to the consummation of the
Recapitalization, the Company became a wholly owned subsidiary of Holdings.
Holdings has no operations other than those related to Charles River. Holdings
was recapitalized in a transaction providing aggregate consideration of $456.2
million, consisting of $400.0 million in cash, a subordinated discount note for
$43.0 million to be issued by Holdings to the Rollover Shareholders and equity
to be retained by the Rollover Shareholders with a fair market value of $13.2
million (the "Recapitalization"). The $400.0 million cash consideration was
raised through the following:

o $92.4 million cash equity investment in Holdings by DLJMB and of its
affiliated funds (collectively, "the DLJMB Funds"), management and
other investors

o $37.6 million senior discount debentures with warrants issued by
Holdings to DLJMB and some of its affiliates and other investors

o $162.0 million senior secured credit facilities at the Company

o a portion of the net proceeds of the Company's units offered hereby

Upon the consummation of the Recapitalization, the DLJMB Funds, management
and other investors owned 87.5% of the outstanding capital stock of Holdings and
B&L owned 12.5% of the outstanding capital stock of Holdings. The
Recapitalization has been accounted for as a leveraged recapitalization, which
will have no impact on the historical basis of Holdings' and, accordingly
Charles River's, assets and liabilities.

Simultaneously with the Recapitalization, the Company acquired SBI
Holdings, Inc. ("Sierra") in connection with a stock purchase agreement (the
"Sierra Acquisition") for an initial total purchase price of $24.0 million,
including approximately $18.0 million in cash paid to former shareholders, and
assumed debt of approximately $6.0 million which we retired immediately. The
company funded with available cash, a portion of the net proceeds from the notes
offered hereby and a portion of the borrowings under our new credit facility. In
addition, the Company has agreed to pay (a) up to $2.0 million in contingent
consideration if specific financial objectives are reached by December 31, 2000,
(b) up to $10.0 million in performance-based bonus payments if specific
financial objectives are reached over the next five years, and (c) $3.0 million
in retention and non-competition payments contingent upon the continuing
employment of specific key scientific and managerial personnel through June 30,
2001. The Recapitalization and the Sierra Acquisition are collectively referred
to as the "Transactions." The Recapitalization and the Sierra Acquisition were
consummated concurrently.

The following unaudited pro forma condensed consolidated financial data of
(1) Charles River and (2) Charles River and Holdings, combined, is based upon
historical consolidated financial statements of the Company and of Holdings as
adjusted to give effect to the impact of the Transactions and the application of
the related net proceeds therefrom as discussed under the captions
"Transactions" and "Use of Proceeds." As Holdings has no operations other than
those related to Charles River, the primary distinction between the Charles
River and Charles River and Holdings combined, unaudited pro forma condensed
financial data is the different capital structure resulting from the additional
financial instruments issued by Holdings. The unaudited pro forma condensed
consolidated balance sheets as of September 25, 1999 give effect to the
Transactions assuming that the Transactions had occurred on September 25, 1999.
The unaudited pro forma condensed consolidated statements of income for the year
ended December 26, 1998, the nine months ended September 26, 1998, and the nine
months ended September 25, 1999, give effect to the Transactions as if they had
occurred at the beginning of the period presented. The unaudited pro forma
condensed consolidated statements of income for the twelve months ended December
26, 1998 and the nine

P-2

<PAGE>

months ended September 26, 1998 also give effect to the Tektagen, Therion and
ESD Acquisitions (the "1998 Acquisitions") as if they all had occurred at the
beginning of the period presented.

The pro forma adjustments are based on estimates, available information and
some assumptions and may be revised as additional information becomes available.
The unaudited pro forma condensed consolidated financial data do not purport to
represent what Charles River's, or Holdings' and Charles River's combined
results of operations or financial position would actually have been if the
Transactions and other adjustments had occurred on the dates indicated and are
not necessarily representative of Charles River or Holdings' and Charles River's
combined results of operations for any future period. The unaudited pro forma
condensed consolidated balance sheet and consolidated statements of income
should be read in conjunction with our consolidated financial statements and the
notes thereto, "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and the other financial information appearing elsewhere
in this prospectus.

P-3

<PAGE>

CHARLES RIVER LABORATORIES, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of September 25, 1999
(dollars in thousands)

<TABLE>

Sierra
Pro Forma ---------------------------
Company Settlement Recapitalization for the Acquisition
Historical with B&L(a) Adjustments Recapitalization Historical(b) Adjustments Pro Forma
---------- ----------- ---------------- ---------------- ------------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Current assets:
Cash and cash equivalents .. $ 3,457 $ 2,437 $ 21,827 (c) $ 27,721 $ 292 $ (24,335)(d) $ 3,678
Trade receivables........... 33,820 -- -- 33,820 2,493 -- 36,313
Inventories................. 28,577 -- -- 28,577 853 131 (d) 29,561
Deferred income taxes ...... 5,432 (5,432) -- -- -- -- --
Due from affiliates. ....... 966 -- -- 966 -- -- 966
Other current assets ....... 5,051 -- -- 5,051 791 -- 5,842
--------- -------- --------- --------- -------- ------ ---------
Total current assets ....... 77,303 (2,995) 21,827 96,135 4,429 (24,204) 76,360
Property, plant and
equipment, net.............. 79,349 -- -- 79,349 4,918 280 (d) 84,547
Goodwill and other
intangibles, net............ 16,212 -- -- 16,212 4,919 16,889 (d) 38,020
Investments in affiliates..... 19,385 -- -- 19,385 -- -- 19,385
Deferred tax assets........... 5,787 (5,787) 88,060 (e) 88,060 -- -- 88,060
Other assets.................. 12,335 -- 13,237 (c) 25,572 254 -- 25,826
--------- -------- --------- --------- -------- ------ ---------
Total assets........ $ 210,371 $ (8,782) $ 123,124 $ 324,713 $ 14,520 (7,035) $ 332,198
Liabilities and
Shareholder's Equity
Current Liabilities:
Current portion of long-
term debt................. $ 166 $ -- $ 1,200 (c) $ 1,366 $ 1,729 $ (1,729)(d) $ 1,366
Current portion of
capital lease
obligations............... 167 -- -- 167 105 -- 272
Accounts payable............ 5,992 -- -- 5,992 1,134 -- 7,126
Accrued compensation........ 11,015 -- -- 11,015 569 -- 11,584
Accrued ESLIRP.............. 5,845 -- -- 5,845 -- -- 5,845
Accrued restructuring....... 354 -- -- 354 -- -- 354
Deferred income............. 4,550 -- -- 4,550 -- -- 4,550
Accrued liabilities......... 12,410 -- -- 12,410 852 -- 13,262
Accrued income taxes........ 16,208 (16,208) -- -- -- -- --
--------- -------- --------- --------- -------- ------ ---------
Total current liabilities... 56,707 (16,208) 1,200 41,699 4,389 (1,729) 44,359

Long-term debt................ -- -- 308,672 (c) 308,672 4,240 (4,240)(d) 308,672
Long-term capital lease
obligations................. 700 -- -- 700 118 -- 818
Other long-term liabilities... 3,706 -- -- 3,706 333 -- 4,039
Deferred income tax liability. -- -- -- -- -- 4,374 (d) 4,374
--------- -------- --------- --------- -------- ------ ---------
Total liabilities........... 61,113 (16,208) 309,872 354,777 9,080 (1,595) 362,262
--------- -------- --------- --------- -------- ------ ---------
Minority interests............ 293 -- -- 293 -- -- 293
Shareholder's equity
Common stock................ 1 -- -- 1 -- -- 1
Capital in excess of par
value..................... 17,836 -- 88,060 (e) 105,896 4,667 (4,667)(d) 105,896
Retained earnings
(accumulated deficit)..... 142,422 7,426 (273,888)(c) (124,040) 4,057 (4,057)(d) (124,040)

P-4

<PAGE>
Sierra
Pro Forma ---------------------------
Company Settlement Recapitalization for the Acquisition
Historical with B&L(a) Adjustments Recapitalization Historical(b) Adjustments Pro Forma
---------- ----------- ---------------- ---------------- ------------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Treasury stock, at cost..... -- -- -- -- (3,284) 3,284 (d) --
Loans to officers........... (920)(c) (920) (920)
Accumulated other
comprehensive income
(accumulated deficit)...... (11,294) -- -- (11,294) -- -- (11,294)
--------- -------- --------- --------- -------- ------ ---------
Total shareholder's equity.. 148,965 7,426 (186,748) (30,357) 5,440 (5,440) (30,357)
--------- -------- --------- --------- -------- ------ ---------
Total liabilities and
shareholder's equity...... $ 210,371 $ (8,782) $ 123,124 $ 324,713 $ 14,520 $ (7,035) $ 332,198
========= ======== ========= ========= ========= ========= =========
</TABLE>

- -------------------
(a) Represents assets and liabilities of Charles River as of September 25, 1999
that, according to the terms of the Recapitalization Agreement, were
distributed to or assumed by B&L in conjunction with the closing of the
Recapitalization and, accordingly, are not part of the ongoing operations
of Charles River. In addition, the adjustment includes a cash settlement
paid by B&L to Charles River in accordance with the terms of the
Recapitalization Agreement.

(b) Reflects Sierra's historical unaudited consolidated balance sheet at
September 25, 1999.

(c) Holdings was recapitalized as described under the caption "Transactions."
The Company's portion of the sources and uses of cash required to
consummate the Transactions as of September 25, 1999 follow:

Sources:
Available cash....................................................$ 2,173
New credit facility
Revolving credit facility.................................... 2,000
Term loans................................................... 160,000
Units: Senior subordinated notes 147,872
Warrants(1) 2,128 150,000
-------........................--------------
Total cash sources...........................................$ 314,173
==============
Uses:
Distribution to Holdings..........................................$ 270,000
Cash consideration for Sierra acquisition......................... 24,000
Debt issuance costs............................................... 13,237
Estimated transaction fees and expenses(2)........................ 6,016
Loans to officer.................................................. 920
--------------
Total cash uses..............................................$ 314,173
==============
- -------------------

(1) The fair value of the related warrants was estimated at $2,128.

(2) Consists of bridge facility commitment, legal and other professional fees.
Does not include fees associated with the Sierra Acquisition (see note (d)
below).

The following represents a reconciliation of the amounts presented in the
sources and uses table above to the pro forma adjustments included in the
unaudited pro forma condensed consolidated balance sheet:

Adjustment to cash and cash equivalents:

P-5

<PAGE>

Estimated transaction fees and expenses.... (6,016)
Loans to officers.......................... (920)
----------
$ 21,827
==========

Adjustments to other assets:

Debt issuance costs........................ $ 13,237
==========

Adjustments to debt:

Revolving credit facility.................. $ 2,000
Term loans................................. 160,000
Senior subordinated notes.................. 147,872
309,872
Less current portion.................. (1,200)
----------
Long-term debt........................ $ 308,672

Adjustments to retained earnings:

Distribution to Holdings................... $ (270,000)
Estimated transaction fees and expenses.... (6,016)
Estimated fair value of warrants........... 2,128
----------
$ (273,888)
==========

Adjustments to loans to officers:

.......................................... $ 920
==========

(d) Reflects the Sierra Acquisition adjustments. The sources and uses of cash
which were required to consummate the Sierra Acquisition on September 29,
1999 follow:

Sources:
Available cash................................................$ 24,335
-------------
Total cash sources........................................... $ 24,335
=============
Uses:
Sierra acquisition consideration(1)...........................$ 24,000
Estimated transaction fees and expenses(2).................... 335
-------------
Total cash uses..........................................$ 24,335
=============

- -------------------
(1) Approximately $6,000 will be used to repay Sierra's existing debt.

(2) Consists of legal and other professional fees.

Allocation of purchase price:
Current assets................................................. $ 4,560
Property, plant and equipment.................................. 5,198
Other non-current assets....................................... 254
Intangible assets:
Customer list................... 11,491

P-6

<PAGE>

Work force...................... 2,941
Other identifiable intangibles.. 1,251
Goodwill......................... 1,751 17,434
------ -------------
27,446
Less assumed liabilities.......................................... 3,111
-------------

$ 24,335
=============

The lives established for the intangible assets acquired range from 5
to 15 years.

As a result of the Company buying the stock of Sierra, the historical
tax basis of Sierra continues with the Company and, as such, a
deferred tax liability and offsetting goodwill of $4,374 has been
recorded.

In conjunction with the Sierra Acquisition, the Company has agreed to
pay additional consideration of up to $2,000 if Sierra achieves
specified financial targets by December 31, 2000. This additional
consideration, if any, will be recorded as additional goodwill at the
time the contingency is resolved.

(e) The adjustment reflects the increase in the deferred tax assets of the
Company due to the Section 338(h)(10) election made in conjunction
with the Recapitalization. Such election results in a step-up in the
tax basis of the underlying assets. The resulting net deferred tax
asset of approximately $88,060 is expected to be realized over 15
years through future tax deductions which are expected to reduce
future tax payments. In connection with the establishment of this net
deferred tax asset, management has recorded a valuation allowance of
$7,770, primarily related to its realizability with respect to state
income taxes. Management has recorded this net deferred tax asset
based on its belief that it is more likely than not that it will be
realized. This belief is based upon a review of all available
evidence, including historical operating results, projections of
future taxable income, and tax planning strategies.

P-7

<PAGE>

CHARLES RIVER LABORATORIES, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
(dollars in thousands)

<TABLE>
For the Year Ended December 26, 1998(a)
--------------------------------------------------------------------------------------------------
1998 Recapital- Pro Forma for Sierra
Company Acqui- Adjusted ization the Recapital- -------------------------- Pro
Historical sitions(b) Historical Adjustments ization Historical(c) Adjustments Forma
---------- --------- ---------- ----------- -------------- ------------- ----------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales related to products.... $169,377 $3,457 $172,834 $ -- $172,834 $13,135 $ -- $185,969
Net sales related to services.... 23,924 -- 23,924 -- 23,924 -- -- 23,924
------- ------ -------- -------- -------- ------- ------- --------
Total net sales.................. 193,301 3,457 196,758 -- 196,758 13,135 -- 209,893
Cost of products sold............ 107,146 2,716 109,862 -- 109,862 6,689 -- 116,551
Cost of services provided........ 15,401 -- 15,401 -- 15,401 -- -- 15,401
Selling, general and
administrative expenses(d)...... 34,142 805 34,947 -- 34,947 4,105 -- 39,052
Amortization of goodwill and
other intangibles................ 1,287 116 (e) 1,403 -- 1,403 -- 1,951 (e) 3,354
------- ------ -------- -------- -------- ------- ------- --------
Operating income................. 35,325 (180) 35,145 -- 35,145 2,341 (1,951) 35,535
Interest income.................. 986 -- 986 (802) (f) 184 -- -- 184
Interest expense................. (421) (23) (444) (36,536) (g) (36,980) (191) 191 (h) (36,980)
Loss from foreign currency, net.. (58) -- (58) -- (58) -- -- (58)
------- ------ -------- -------- -------- ------- ------- --------
Income (loss) before income
taxes, minority interests and
earnings from equity
investments..................... 35,832 (203) 35,629 (37,338) (1,709) 2,150 (1,760) (1,319)
Provision (benefit) for income
taxes............................ 14,123 150 14,273 (14,698) (i) (425) 750 (365) (j) (40)
------- ------ -------- -------- -------- ------- ------- --------
Income (loss) before minority
interests and earnings from
equity investments.............. 21,709 (353) 21,356 (22,640) (1,284) 1,400 (1,395) (1,279)
Minority interests............... (10) -- (10) -- (10) -- -- (10)
Earnings from equity
investments..................... 1,679 2 1,681 -- 1,681 -- -- 1,681
------- ------ -------- -------- -------- ------- ------- --------
Net income (loss)................ $23,378 $ (351) $ 23,027 $(22,640) $ 387 $ 1,400 $(1,395) $ 392
======= ====== ======== ======== ======== ======= ======= ========
</TABLE>

P-8

<PAGE>

CHARLES RIVER LABORATORIES, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
(dollars in thousands)

<TABLE>

For the Nine Months Ended September 26, 1998(a)
-------------------------------------------------------------------------------------------------
Pro Forma for the
Recapital- Recapitalization Sierra
Company 1998 Acqui- Adjusted ization and the 1998 ------------------------- Pro
Historical sitions(b) Historical Adjustments Acquistions Historical(c) Adjustments Forma
---------- --------- ---------- ----------- ----------- ------------ ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales related to products ....$ 128,478 $ 2,984 $ 131,462 $ -- $ 131,462 $ 9,615 $ -- $ 141,077
Net sales related to services .... 17,041 -- 17,041 -- 17,041 -- -- 17,041
--------- --------- --------- --------- --------- -------- -------- --------
Total net sales .................. 145,519 2,984 148,503 -- 148,503 9,615 -- 158,118
Cost of products sold ............ 80,067 2,436 82,503 -- 82,503 4,634 -- 87,137
Cost of services provided ........ 10,974 -- 10,974 -- 10,974 -- -- 10,974
Selling, general and
administrative expenses(d) ...... 25,202 723 25,925 -- 25,925 2,753 -- 28,678
Amortization of goodwill and
other intangibles .............. 1,036 116(e) 1,152 -- 1,152 -- 1,439(e) 2,591
--------- --------- --------- --------- --------- -------- -------- --------
Operating income ................. 28,240 (291) 27,949 -- 27,949 2,228 (1,439) 28,738
Interest income .................. 659 -- 659 (521)(f) 138 -- -- 138
Interest expense ................. (311) (23) (334) (27,402)(g) (27,736) (77) 77(h) (27,736)
Loss from foreign currency, net .. (127) -- (127) -- (127) -- -- (127)
--------- --------- --------- --------- --------- -------- -------- --------
Income (loss) before income
taxes, minority interests and
earnings from equity
investments ..................... 28,461 (314) 28,147 (27,923) 224 2,151 (1,362) 1,013
Provision (benefit) for income
taxes .......................... 11,280 105 11,385 (11,007)(i) 378 703 (300)(j) 781
--------- --------- --------- --------- --------- -------- -------- --------
Income (loss) before minority
interests and earnings from
equity investments .............. 17,181 (419) 16,762 (16,916) (154) 1,448 (1,062) 232
Minority interests ............... (8) -- (8) -- (8) -- -- (8)
Earnings from equity
investments ..................... 1,286 2 1,288 -- 1,288 -- -- 1,288
--------- --------- --------- --------- --------- -------- -------- --------
Net income (loss) ................$ 18,459 $ (417) $ 18,042 $ (16,916) $ 1,126 $ 1,448 $ (1,062) $ 1,512
========= ========= ========= ========= ========= ======== ======== ========
</TABLE>

P-9

<PAGE>

CHARLES RIVER LABORATORIES, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
(dollars in thousands)

<TABLE>
For the Nine Months Ended September 25, 1999(a)
---------------------------------------------------------------------------------------
Sierra Pro Forma for
--------------------- Recapitalization
Company Recapitalization Pro Forma & Sierra
Historical Adjustments Recapitalization Historical(c) Adjustments Acquisition
---------- ----------- --------------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net sales related to products............... $139,269 $ -- $139,269 $16,034 $ -- $155,303
Net sales related to services............... 21,827 -- 21,827 -- -- 21,827
------- -------- -------- ------- ------- --------
Total net sales............................. 161,096 -- 161,096 16,034 -- 177,130
Cost of products sold....................... 84,557 -- 84,557 9,589 -- 94,146
Cost of services provided................... 12,673 -- 12,673 -- -- 12,673
Selling, general and administrative
expenses(d)........................... 29,414 -- 29,414 5,364 -- 34,778
Amortization of goodwill and other
intangibles........................... 1,114 -- 1,114 192 1,247(e) 2,553
------- -------- -------- ------- ------- --------
Operating income............................ 33,338 -- 33,338 889 (1,247) 32,980
Other income................................ 1,441 -- 1,441 -- -- 1,441
Interest income............................. 496 (358)(f) 138 -- -- 138
Interest expense............................ (207) (29,472)(g) (29,679) (321) 321(h) (29,679)
Loss from foreign currency, net............. (143) -- (143) -- -- (143)
------- -------- -------- ------- ------- --------
Income (loss) before income taxes, minority
interests and earnings from equity
investments........................... 34,925 (29,830) 5,095 568 (926) 4,737
Provision (benefit) for income taxes........ 16,903 (11,925)(i) 4,978 233 (203)(j) 5,008
------- -------- -------- ------- ------- --------
Income (loss) before minority interests and
earnings from equity investments...... 18,022 (17,905) 117 335 (723) (271)
Minority interests.......................... (10) -- (10) -- -- (10)
Earnings from equity investments............ 1,940 -- 1,940 -- -- 1,940
------- -------- -------- ------- ------- --------
Net income (loss)........................... $19,952 $(17,905) $ 2,047 $ 335 $ (723) $ 1,659
======= ======== ======== ======= ======= ========
</TABLE>

P-10

<PAGE>

CHARLES RIVER LABORATORIES, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands)

(a) Charles River's fiscal year consists of a twelve month period ending on the
Saturday closest to December 31; the Company's nine month periods consist
of the nine months ending on the Saturday closest to September 30.

(b) Represents the financial results for the companies acquired during 1998 for
the periods not included in the Company Historical column as follows:
Tektagen (from January 1, 1998 until March 31, 1998), Therion (from January
1, 1998 until March 31, 1998) and ESD (from January 1, 1998 until November
30, 1998). The tables below detail these results for the year ended
December 26, 1998 and the nine months ended September 26, 1998:

<TABLE>
For the Year Ended December 26, 1998
----------------------------------------------------------
Tektagen Therion ESD Adjustments Total
-------- ------- --- ----------- -----
<S> <C> <C> <C> <C> <C>
Net sales.................................... $917 $310 $2,230 $-- $3,457
Cost of products sold and services
provided.................................... 977 89 1,650 -- 2,716
Selling, general and administrative expenses. 407 85 313 -- 805
Amortization of goodwill and other
intangibles.................................. -- -- -- 116(e) 116(e)
Operating income............................. (467) 136 267 (116) (180)
----- ---- ---- ----- ------
Interest income.............................. -- -- -- -- --
Interest expense............................. (23) -- -- -- (23)
(Loss) gain from foreign currency, net....... -- -- -- -- --
----- ---- ---- ----- ------
(Loss) income before income taxes,
minority interests and earnings from
equity investments.......................... (490) 136 267 (116) (203)
Provision (benefit) for income taxes......... -- 43 107 -- 150
----- ---- ---- ----- ------
(Loss) income before minority interests
and earnings from equity investments........ (490) 93 160 (116) (353)
Minority interests........................... -- -- -- -- --
----- ---- ---- ----- ------
Earnings from equity investments............. -- 2 -- -- 2
Net (loss) income............................ $(490) $ 95 $160 $(116) $ (351)
===== ==== ==== ===== ======
</TABLE>

<TABLE>
For the Nine Months Ended September 26, 1998
----------------------------------------------------------
Tektagen Therion ESD Adjustments Total
-------- ------- --- ----------- -----
<S> <C> <C> <C> <C> <C>
Net sales................................ $917 $310 $1,757 $-- $2,984
Cost of products sold and services
provided................................ 977 89 1,370 -- 2,436
Selling, general and administrative
expenses................................ 407 85 231 -- 723
Amortization of goodwill and other
intangibles.............................. -- -- -- 116(e) 116(e)
----- ---- ---- ----- ------
Operating income......................... (467) 136 156 (116) (291)
Interest income.......................... -- -- -- -- --
Interest expense......................... (23) -- -- -- (23)
Loss from foreign currency, net.......... -- -- -- -- --
----- ---- ---- ----- ------
(Loss) income before income taxes,
minority interests and earnings from
equity investments...................... (490) 136 156 (116) (314)

P-11

<PAGE>
For the Nine Months Ended September 26, 1998
----------------------------------------------------------
Tektagen Therion ESD Adjustments Total
-------- ------- --- ----------- -----
<S> <C> <C> <C> <C> <C>

Provision (benefit) for income taxes..... -- 43 62 -- 105
----- ---- ---- ----- ------
(Loss) income before minority interests
and earnings from equity investments.... (490) 93 94 (116) (419)
Earnings from equity investments......... -- 2 -- -- 2
Minority interests....................... -- -- -- -- --
----- ---- ---- ----- ------
Net (loss) income........................ $(490) $ 95 $ 94 $(116) $(417)
===== ==== ====== ===== =====
</TABLE>

(c) Represents the historical unaudited consolidated financial results of
Sierra. The results also reflect related pro forma adjustments to goodwill
amortization, interest and tax expense.

As part of the Sierra Acquisition, the Company has agreed to pay up to
$10,000 in performance-based bonus payments if specific financial
objectives are reached over the next five years. At the time these
contingencies are resolved, the bonuses, if any, will be recorded as
compensation expense. As these amounts are not reasonably estimable, the
expense related to those bonus payments has not been included in the pro
forma financial statements.

Also in conjunction with the Sierra Acquisition, the Company will enter
into employment agreements with some Sierra employees that contain
retention and non-competition payments totaling $3,000 to be paid upon
their continuing employment with the Company at December 31, 1999 and June
30, 2001. The expense related to these payments has not been included in
the pro forma financial statements as they are considered non-recurring.
At the time these contingencies are resolved, the payments, if any, will
be recorded as compensation expense.

(d) The Company does not expect the estimated stand alone costs to be
significantly different from the historical costs allocated by B&L due to
the autonomy with which the Company operates.

(e) Reflects the incremental expense required to reflect amortization of
goodwill generated in the 1998 Acquisitions and the identifiable
intangibles and goodwill acquired in connection with the Sierra Acquisition
based on estimated useful lives ranging from 5-15 years.

(f) Reflects the reduction of historical interest income for the respective
period based upon the pro forma cash balance resulting from the
Transactions and an assumed interest rate of 5%.

(g) Reflects the adjustment to unaudited pro forma consolidated interest
expense as a result of the Transactions:

<TABLE>

Nine Months Nine Months
Year Ended Ended Ended
December 26, September 26, September 25,
1998 1998 1999
------------ ------------- ---------------
<S> <C> <C> <C>
Increase in interest expense
Notes offered hereby(1)........................... $ 20,203 $ 15,152 $ 17,222
Term loans(2)..................................... 14,500 10,875 10,875
Revolver(3)....................................... 310 233 233
Amortization of deferred financing costs(4)....... 1,523 1,142 1,142
----------- ----------- -----------
Total(5)....................................... 36,536 27,402 29,472
=========== =========== ===========
</TABLE>
- -------------------

(1) Interest expense was calculated at an effective interest rate of
13.66%.

(2) Interest expense was calculated at an effective blended interest rate
of 9.06%, which is based upon a base rate or LIBOR plus a margin and
is reset every six months.

(3) Represents interest expense calculated at 8.50% plus fees on the
unused portion of 0.50%.

P-12

<PAGE>

(4) Represents annual amortization expense utilizing a weighted average
maturity on all borrowings of 8.70 years.

(5) A 0.125% increase or decrease in the effective weighted average
interest rate for the senior credit facilities would change pro forma
interest expense by $203, $152 and $152 for the fiscal year ended
December 26, 1998 and the nine months ended September 26, 1998 and
September 25, 1999, respectively.

(h) To eliminate Sierra's historical interest expense related to debt that,
according to the terms of the Sierra stock purchase agreement, will be
repaid.

(i) Represents the income tax adjustment required to result in a pro forma
income tax provision based on: (i) Charles River's historical tax provision
using historical amounts and (ii) the direct tax effects of the pro forma
adjustments described above.

(j) Represents the income tax adjustment required to result in a pro forma
income tax provision based on: (i) Sierra's historical tax provision using
historical amounts and (ii) the direct tax effects of the pro forma
adjustments described above.

P-13

<PAGE>

CHARLES RIVER LABORATORIES HOLDINGS, INC. AND
CHARLES RIVER LABORATORIES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of September 25, 1999
(dollars in thousands)

<TABLE>
Sierra
Pro Forma ---------------------------
Company Settlement Recapitalization for the Acquisition
Historical with B&L(a) Adjustments Recapitalization Historical(b) Adjustments Pro Forma
---------- ----------- ----------- ---------------- ------------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Current assets:
Cash and cash
equivalents................ $3,457 $2,437 $21,827 (c) $27,721 $292 $(24,335)(d) $3,678
Trade receivables.......... 33,820 -- -- 33,820 2,493 -- 36,313
Inventories................ 28,577 -- -- 28,577 853 131 (d) 29,561
Deferred income taxes...... 5,432 (5,432) -- -- -- -- --
Due from affiliates........ 966 -- -- 966 -- -- 966
Other current assets....... 5,051 -- -- 5,051 791 -- 5,842
-------- ------- -------- -------- ------- ------- --------
Total current assets 77,303 (2,995) 21,827 96,135 4,429 (24,204) 76,360
Property, plant and
equipment, net............. 79,349 -- -- 79,349 4,918 280 (d) 84,547
Goodwill and other
intangibles, net........... 16,212 -- -- 16,212 4,919 16,889 (d) 38,020
Investments in affiliates..... 19,385 -- -- 19,385 -- -- 19,385
Deferred tax assets........... 5,787 (5,787) 88,060 (e) 88,060 -- -- 88,060
Other assets.................. 12,335 -- 13,237 (c) 25,572 254 -- 25,826
-------- ------- -------- -------- ------- ------- --------
Total assets............... $210,371 $(8,782) $123,124 $324,713 $14,520 (7,035) $332,198
======== ======= ======== ======== ======= ====== ========
Liabilities and
Shareholder's Equity
Current Liabilities:
Current portion of long-
term debt..................... $166 $-- $1,200 (c) $1,366 $1,729 $(1,729)(d) $1,366
Current portion of capital
lease obligations........ 167 -- -- 167 105 -- 272
Accounts payable......... 5,992 -- -- 5,992 1,134 -- 7,126
Accrued compensation..... 11,015 -- -- 11,015 569 -- 11,584
Accrued ESLIRP........... 5,845 -- -- 5,845 -- -- 5,845
Accrued restructuring.... 354 -- -- 354 -- -- 354
Deferred income.......... 4,550 -- -- 4,550 -- -- 4,550
Accrued liabilities...... 12,410 -- -- 12,410 852 -- 13,262
Accrued income taxes..... 16,208 (16,208) -- -- -- -- --
-------- ------- -------- -------- ------- ------- --------
Total current liabilities 56,707 (16,208) 1,200 41,699 4,389 (1,729) 44,359
Long-term debt................ -- -- 380,314 (c) 380,314 4,240 (4,240)(d) 380,314
Long-term capital lease
obligations................ 700 -- -- 700 118 -- 818
Other long-term liabilities... 3,706 -- -- 3,706 333 -- 4,039
Deferred income tax liability. -- -- -- -- -- 4,374 (d) 4,374
-------- ------- -------- -------- ------- ------- --------
Total liabilities... 61,113 (16,208) 381,514 426,419 9,080 (1,595) 433,904
-------- ------- -------- -------- ------- ------- --------
Minority interests............ 293 -- -- 293 -- -- 293
Redeemable common stock....... -- -- 13,198 (f) 13,198 -- -- 13,198
Shareholder's equity
Common stock............... 1 -- -- 1 -- -- 1
Capital in excess of par
value.................... 17,836 -- 178,348 (e)(c) 196,184 4,667 (4,667)(d) 196,184
Retained earnings
(accumulated deficit).... 142,422 7,426 (449,016)(c) (299,168) 4,057 (4,057)(d) (299,168)

P-14

<PAGE>

Treasury stock, at cost -- -- -- -- (3,284) 3,284 (d) --
Loans to officers.......... (920)(c) (920) (920)
Accumulated other
comprehensive income
(accumulated deficit)......... (11,294) -- -- (11,294) -- -- (11,294)
-------- ------- -------- -------- ------- ------- --------
Total shareholder's equity 148,965 7,426 (271,588) (115,197) 5,440 (5,440) (115,197)
-------- ------- -------- -------- ------- ------- --------
Total liabilities and
shareholder's equity.......... $210,371 $(8,782) $123,124 $324,713 $14,520 $(7,035) $332,198
======== ======= ======== ======== ======= ======= ========
</TABLE>
- -------------------

(a) Represents assets and liabilities of Holdings as of September 25, 1999
that, according to the terms of the Recapitalization Agreement, were
distributed to or assumed by B&L in conjunction with the closing of the
Recapitalization and, accordingly, are not part of the ongoing operations
of Holdings. In addition, the adjustment includes a cash settlement paid by
B&L to Holdings in accordance with the terms of the Recapitalization
Agreement.

(b) Reflects Sierra's historical unaudited consolidated balance sheet at
September 25, 1999.

(c) Holdings was recapitalized as described under the caption "Transactions."
The sources and uses of cash required to consummate the Transactions as of
September 25, 1999 follow:

Sources:
Available cash...............................................$ 2,173
New credit facility
Revolving credit facility............................... 2,000
Term loans.............................................. 160,000
Units: Senior subordinated notes 147,872
Warrants (1) 2,128
--------.................. 150,000
Senior discount debentures with warrants(2).................. 37,613
Subordinated discount note................................... 43,000
Rollover Shareholders' equity................................ 13,198
DLJMB Funds, management and other investor equity............ 92,387
--------------
Total cash sources......................................$ 500,371
==============
Uses:
Recapitalization consideration...............................$ 443,000
Rollover Shareholders' equity................................ 13,198
Cash consideration for Sierra acquisition.................... 24,000
Debt issuance costs.......................................... 13,237
Estimated transaction fees and expenses(3)................... 6,016
Loans to officer............................................. 920
--------------
Total cash uses.........................................$ 500,371
==============
- -------------------
(1) The fair value of the related warrants was estimated at $2,128.

(2) The fair value of the related warrants was estimated at $8,971.

(3) Consists of bridge facility commitment, legal and other professional
fees. Does not include fees associated with the Sierra Acquisition
(see note (d) below).

P-15

<PAGE>

Adjustment to cash and cash equivalents:

Sources: Revolving credit facility.................. $ 2,000
Term loans................................. 160,000
Units...................................... 150,000
Uses: Distribution to Holdings................... (270,000)
Debt issuance costs........................ (13,237)
Estimated transaction fees and expenses.... (6,016)
Loans to officers.......................... (920)
----------------
$ 21,827
================

Adjustments to other assets:

Debt issuance costs........................ $ 13,237
================

Adjustments to debt:

Revolving credit facility..................$ 2,000
Term loans................................. 160,000
Senior subordinated notes.................. 147,872
Senior discount debentures................. 28,642
Subordinated discount note................. 43,000
-----------------
381,514
Less current portion.................. (1,200)
-----------------
Long-term debt........................$ 380,314
=================

Adjustments to capital in excess of par value:

Net deferred tax assets.................... $ 88,060
Fair value of warrants..................... 11,099
DLJMB Funds, management and other
investor equity....................... 92,387
----------------
$ 191,546
================
Less: redeemable common stock......... 13,198
----------------
$ 178,348
================

Adjustments to retained earnings:

Recapitalization consideration............. $ (443,000)
Estimated transaction fees and expenses.... (6,016)
----------------
$ (449,016)
================

Adjustments to loans to officers:

.......................................... $ 920
================

(d) Reflects the Sierra Acquisition adjustments. The sources and uses of
cash which were required to consummate the Sierra Acquisition on
September 29, 1999 follow:

P-16

<PAGE>

Sources:
Available cash.......................................................$ 24,335
-----------
Total cash sources..............................................$ 24,335
===========
Uses:
Sierra acquisition consideration(1)..................................$ 24,000
Estimated transaction fees and expenses(2)........................... 335
-----------
Total cash uses.................................................$ 24,335
===========

- -------------------

(1) Approximately $6,000 was used to repay Sierra's existing debt.

(2) Consists of legal and other professional fees.

Allocation of purchase price:
Current assets........................................................$ 4,560
Property, plant and equipment......................................... 5,198
Other non-current assets.............................................. 254
Intangible assets:
Customer list............................ 11,491
Work force............................... 2,941
Other identifiable intangibles........... 1,251
Goodwill................................. 1,751 17,434
----- ----------

27,446
Less assumed liabilities.............................................. 3,111
----------
$ 24,335
==========

The lives established for the intangible assets acquired range from 5
to 15 years.

As a result of Holdings buying the stock of Sierra, the historical tax
basis of Sierra continues with Holdings and, as such, a deferred tax
liability and offsetting goodwill of $4,374 has been recorded.

In conjunction with the Sierra Acquisition, Holdings has agreed to pay
additional consideration of up to $2,000 if Sierra achieves specific
financial targets by December 31, 2000. This additional consideration,
if any, will be recorded as additional goodwill at the time the
contingency is resolved.

(e) The adjustment reflects the increase in the deferred tax assets of
Holdings due to the Section 338(h)(10) election made in conjunction
with the Recapitalization. Such election results in a step-up in the
tax basis of the underlying assets. The resulting net deferred tax
asset of approximately $88,060 is expected to be realized over 15
years through future tax deductions which are expected to reduce
future tax payments. In connection with the establishment of this net
deferred tax asset, management has recorded a valuation allowance of
$7,770, primarily related to its realizability with respect to state
income taxes. Management has recorded this net deferred tax asset
based on its belief that it is more likely than not that it will be
realized. This belief is based upon a review of all available
evidence, including historical operating results, projections of
future taxable income, and tax planning strategies.

(f) Amount represents the fair value attributable to the Rollover
Shareholders' equity that has been reclassified from additional paid
in capital to the mezzanine section of the balance sheet due to the
existence of a put option held by the Rollover Shareholder. Such put
option is only exercisable during the period, if any, beginning on the
earlier of:

(i) the date on which all of the consolidated indebtedness of Holdings
incurred on or prior to the effective date of the Transactions has
been repaid in full, including any refinancings or replacements; or

P-17

<PAGE>

(ii) the date on which all of the consolidated indebtedness of Holdings
has been repaid in full, refinanced or replaced and such refinanced
or replacement debt permits the put option to be exercised

and ending on the earlier of:

(i) the date of an initial public offering;

(ii) the date on which the DLJ-affiliated entities own less than 50% of
the outstanding common stock of Holdings; or

(iii) twelve years from the effective date of the Transactions.

P-18

<PAGE>

CHARLES RIVER LABORATORIES HOLDINGS, INC. AND
CHARLES RIVER LABORATORIES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
(dollars in thousands)

<TABLE>
For the Year Ended December 26, 1998(a)
----------------------------------------------------------------------------------------------------
Pro Forma
for the
Recapitalization Sierra
Company Recapital- and the 1998 -------------------------
1998 Adjusted ization Pro
Historical Acquisitions(b) Historical Adjustments Acquisitions Historical(c) Adjustments Forma
---------- --------------- ---------- ----------- ------------ ------------- ----------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales related to products... $169,377 $3,457 $172,834 $ -- $172,834 $13,135 $ -- $185,969
Net sales related to services... 23,924 -- 23,924 -- 23,924 -- -- 23,924
------- ------ -------- -------- -------- ------- ------- --------
Total net sales................. 193,301 3,457 196,758 -- 196,758 13,135 -- 209,893
Cost of products sold........... 107,146 2,716 109,862 -- 109,862 6,689 -- 116,551
Cost of services provided....... 15,401 -- 15,401 -- 15,401 -- -- 15,401
Selling, general and
administrative expenses (d).... 34,142 805 34,947 34,947 4,105 -- 39,052
Amortization of goodwill and
other intangibles.............. 1,287 116 (e) 1,403 -- 1,403 -- 1,951 (e) 3,354
------- ------ -------- -------- -------- ------- ------- --------
Operating income................ 35,325 (180) 35,145 -- 35,145 2,341 (1,951) 35,535
Interest income................. 986 -- 986 (802)(f) 184 -- -- 184
Interest expense................ (421) (23) (444) (47,357)(g) (47,801) (191) 191 (h) (47,801)
Loss from foreign currency, net. (58) -- (58) -- (58) -- -- (58)
------- ------ -------- -------- -------- ------- ------- --------
Income (loss) before income
taxes, minority interests and
earnings from equity
investments.................... 35,832 (203) 35,629 (48,159) (12,530) 2,150 (1,760) (12,140)
Provision (benefit) for income
taxes.......................... 14,123 150 14,273 (18,634)(i) (4,361) 750 (365)(j) (3,976)
------- ------ -------- -------- -------- ------- ------- --------
Income (loss) before minority
interests and earnings from
equity investments............. 21,709 (353) 21,356 (29,525) (8,169) 1,400 (1,395) (8,164)
Minority interests.............. (10) -- (10) -- (10) -- -- (10)
Earnings from equity
investments.................... 1,679 2 1,681 -- 1,681 -- -- 1,681
------- ------ -------- -------- -------- ------- ------- --------
Net income (loss)............... $23,378 $(351) $23,027 $(29,525) $(6,498) $1,400 $(1,395) $ (6,493)
======= ====== ======== ======== ======== ======= ======= ========
Pro forma loss per common
share (k)......................
Basic.......................... $ (0.63)
Diluted........................ $ (0.63)

Pro forma weighted average
number of common shares
outstanding (k)................
Basic.......................... 10,285,715
Diluted........................ 10,285,715
</TABLE>

P-19

<PAGE>

CHARLES RIVER LABORATORIES HOLDINGS INC. AND
CHARLES RIVER LABORATORIES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
(dollars in thousands)

<TABLE>
For the Nine Months Ended September 25, 1999(a)
---------------------------------------------------------------------------------------------------
Sierra Pro Forma for
Pro Forma ---------------------------- Recapitalization
Company Recapitalization & Sierra
Historical Adjustments Recapitalization Historical (c) Adjustments Acquisition
---------- ---------------- ---------------- -------------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Net sales related to products. $139,269 $ -- $139,269 $16,034 $ -- $155,303
Net sales related to services. 21,827 -- 21,827 -- -- 21,827
------- ------ ------- ------ ---- -------
Total net sales............... 161,096 -- 161,096 16,034 -- 177,130
Cost of products sold......... 84,557 -- 84,557 9,589 -- 94,146
Cost of services provided..... 12,673 -- 12,673 -- -- 12,673
Selling, general and
administrative expenses(d)... 29,414 -- 29,414 5,364 -- 34,778
Amortization of goodwill and
other intangibles............ 1,114 -- 1,114 192 1,247 (e) 2,553
------- ------ ------- ------ ---- -------
Operating income.............. 33,338 -- 33,338 889 (1,247) 32,980
Other income.................. 1,441 -- 1,441 -- -- 1,441
Interest income............... 496 (358) (f) 138 -- -- 138
Interest expense.............. (207) (38,775) (g) (38,982) (321) 321 (h) (38,982)
Loss from foreign currency,
net.......................... (143) -- (143) -- -- (143)
------- ------ ------- ------ ----- -------
Income (loss) before income
taxes, minority interests
and earnings from equity
investments.................. 34,925 (39,133) (4,208) 568 (926) (4,566)
Provision (benefit) for
income taxes................. 16,903 (15,102) (i) 1,801 233 (203) (j) 1,831
------- ------ ------- ------ ---- -------
Income (loss) before minority
interests and earnings
from equity investments...... 18,022 (24,031) (6,009) 335 (723) (6,397)
Minority interests............ (10) -- (10) -- -- (10)
Earnings from equity
investments.................. 1,940 -- 1,940 -- -- 1,940
------- ------ ------- ------ ---- -------
Net income (loss)............. $19,952 $(24,031) $(4,079) $ 335 $(723) $(4,467)
======= ====== ======= ====== ==== =======
Pro forma loss per common
share (k)....................
Basic........................ $ (0.43)
Diluted...................... (0.43)

Pro forma weighted average
number of common shares
outstanding (k)..............
Basic........................ 10,285,715
Diluted...................... 10,285,715

</TABLE>

P-20

<PAGE>

CHARLES RIVER LABORATORIES HOLDINGS, INC. AND
CHARLES RIVER LABORATORIES, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands)

(a) Holdings' fiscal year consists of a twelve month period ending on the
Saturday closest to December 31; the Company's nine month periods consist
of the nine months ending on the Saturday closest to September 30.

(b) Represents the financial results for the companies acquired during 1998 for
the periods not included in the Holdings' Historical column as follows:
Tektagen (from January 1, 1998 until March 31, 1998), Therion (from January
1, 1998 until March 31, 1998) and ESD (from January 1, 1998 until November
30, 1998). The tables below detail these results for the year ended
December 26, 1998:

<TABLE>
For the Year Ended December 26, 1998
---------------------------------------------------------
Tektagen Therion ESD Adjustments Total
-------- ------- --- ----------- -----
<S> <C> <C> <C> <C> <C>
Net sales.................................... $917 $310 $2,230 $ -- $3,457
Cost of products sold and services
provided.................................... 977 89 1,650 -- 2,716
Selling, general and administrative expenses. 407 85 313 -- 805
Amortization of goodwill and other
intangibles.................................. -- -- -- 116 (e) 116 (e)
Operating income............................. (467) 136 267 (116) (180)
Interest income.............................. -- -- -- -- --
Interest expense............................. (23) -- -- -- (23)
(Loss) gain from foreign currency, net....... -- -- -- -- --
(Loss) income before income taxes,
minority interests and earnings from
equity investments.......................... (490) 136 267 (116) (203)
Provision (benefit) for income taxes......... -- 43 107 -- 150

(Loss) income before minority interests
and earnings from equity investments........ (490) 93 160 (116) (353)
Minority interests........................... -- -- -- -- --
Earnings from equity investments............. -- 2 -- -- 2
Net (loss) income............................ $(490) $95 $160 $(116) $(351)
</TABLE>

(c) Represents the historical unaudited consolidated financial results of
Sierra. The results also reflect related pro forma adjustments to goodwill
amortization, interest and tax expense.

As part of the Sierra Acquisition, Holdings has agreed to pay up to
$10,000 in performance-based bonus payments if specific financial
objectives are reached over the next five years. At the time these
contingencies are resolved, the bonuses, if any, will be recorded as
compensation expense. As these amounts are not reasonably estimable, the
expense related to those bonus payments has not been included in the pro
forma financial statements.

Also in conjunction with the Sierra Acquisition, Holdings will enter into
employment agreements with some Sierra employees that contain retention
and non-competition payments totaling $3,000 to be paid upon their
continuing employment with Holdings at December 31, 1999 and June 30,
2001. The expense related to these payments has not been included in the
pro forma financial statements as they are considered non-recurring. At
the time these contingencies are resolved, the payments, if any, will be
recorded as compensation expense.

(d) Holdings does not expect the estimated stand alone costs to be
significantly different from the historical costs allocated by B&L due to
the autonomy with which Holdings operates.

P-21

<PAGE>

(e) Reflects the incremental expense required to reflect amortization of
goodwill generated in the 1998 Acquisitions and the identifiable
intangibles and goodwill acquired in connection with the Sierra
Acquisition based on estimated useful lives ranging from 5-15 years.

(f) Reflects the reduction of historical interest income for the respective
period based upon the pro forma cash balance resulting from the
Transactions and an assumed interest rate of 5%.

(g) Reflects the adjustment to unaudited pro forma consolidated interest expense
as a result of the Transactions:

<TABLE>
Year Ended December 26, Nine Months Ended
1998 September 25, 1999
----------------------- ------------------
Increase in interest expense
<S> <C> <C>
Units(1)................................................. $ 20,203 $ 17,222
Term loans(2)............................................ 14,500 10,875
Senior discount debentures with warrants(3).............. 4,962 4,309
Subordinated discount note(4)............................ 5,859 4,994
Revolver(5).............................................. 310 233
Amortization of deferred financing costs(6).............. 1,523 1,142
------- -------
Total(7).............................................. 47,357 38,775
======= =======
</TABLE>

- -------------------

(1) Interest expense was calculated at an effective interest rate of
13.66%.

(2) Interest expense was calculated at an effective blended interest rate
of 9.06%, which is based upon a base rate or LIBOR plus a margin and
is reset every six months.

(3) Interest expense was calculated at an effective interest rate of
16.53%.

(4) Interest expense was calculated at an effective interest rate of
13.63%.

(5) Represents interest expense calculated at 8.50% plus fees on the
unused portion of 0.50%.

(6) Represents annual amortization expense utilizing a weighted average
maturity on all borrowings of 8.69 years.

(7) A 0.125% increase or decrease in the effective weighted average
interest rate for the senior credit facilities would change pro forma
interest expense by $292 and $219 for the fiscal year ended December
26, 1998 and the nine months September 25, 1999, respectively.

(h) To eliminate Sierra's historical interest expense related to debt that,
according to the terms of the Sierra stock purchase agreement, will be
repaid.

(i) Represents the income tax adjustment required to result in a pro forma
income tax provision based on: (i) Holdings historical tax provision using
historical amounts and (ii) the direct effects of the pro forma adjustments
described above.
(j) Represents the income tax adjustment required to result in a pro forma
income tax provision based on: (i) Sierra's historical tax provision using
historical amounts and (ii) the direct tax effects of the pro forma
adjustments described above.
(k) As a result of the Recapitalization, the DLJMB Funds, management and other
investors indirectly own (through CRL Acquisition LLC) 87.5% of the capital
stock of Holdings and the Rollover Shareholders own 12.5% of the capital
stock of Holdings. Based upon the amounts invested, the total shares of
common stock in Holdings outstanding at the date of the Recapitalization
was 10,285,715, which equates to the pro forma weighted average number of
common shares outstanding. Basic earnings per share was computed by
dividing income (loss) available to common shareholders by the weighted
average number of common shares outstanding during the period. Dilutive
securities of 1,541,606, assuming exercise of the warrants, were excluded
from the computation of earnings per share, as they would be anti-dilutive
due to the net loss.

P-22

<PAGE>

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<S> <C>

Page
----
Charles River Laboratories, Inc.
Report of Independent Accountants........................................................................... F-2
Consolidated Statements of Income for the years ended December 28, 1996, December 27, 1997 and
December 26, 1998........................................................................................ F-3
Consolidated Balance Sheets as of December 27, 1997 and December 26, 1998................................... F-4
Consolidated Statement of Cash Flows for the years ended December 28, 1996, December 27, 1997 and
December 26, 1998 ....................................................................................... F-5
Consolidated Statement of Changes in Shareholder's Equity for the years ended December 30, 1995,
December 28, 1996, December 27, 1997 and December 26, 1998............................................... F-7
Notes to Consolidated Financial Statements.................................................................. F-8
Consolidated Statements of Income for the nine months ended September 26, 1998 and September 25,
1999 (unaudited)......................................................................................... F-23
Consolidated Balance Sheet as of September 25, 1999 (unaudited)............................................. F-24
Consolidated Statements of Cash Flows for the nine months ended September 26, 1998 and September 25,
1999 (unaudited)......................................................................................... F-25
Notes to Interim Consolidated Financial Statements (unaudited).............................................. F-27

Charles River Laboratories Holdings, Inc.
Report of Independent Accountants........................................................................... F-31
Combined Statements of Income for the years ended December 28, 1996, December 27, 1997 and
December 26, 1998........................................................................................ F-32
Combined Balance Sheets as of December 27, 1997 and December 26, 1998....................................... F-33
Combined Statement of Cash Flows for the years ended December 28, 1996, December 27, 1997 and
December 26, 1998........................................................................................ F-34
Combined Statement of Changes in Shareholder's Equity for the years ended December 30, 1995,
December 28, 1996, December 27, 1997 and December 26, 1998............................................... F-36
Notes to Combined Financial Statements...................................................................... F-37
Combined Statements of Income for the nine months ended September 26, 1998 and September 25, 1999
(unaudited).............................................................................................. F-53
Combined Balance Sheet as of September 25, 1999 (unaudited) ................................................ F-54
Combined Statements of Cash Flows for the nine months ended September 26, 1998 and September 25,
1999 (unaudited) ........................................................................................ F-55
Notes to Interim Combined Financial Statements (unaudited).................................................. F-57
</TABLE>

F-1

<PAGE>

Report of Independent Accountants

To the Board of Directors of
Charles River Laboratories, Inc.

In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of income, changes in shareholder's equity and
cash flows present fairly, in all material respects, the financial position of
Charles River Laboratories, Inc. and its subsidiaries (the "Company") at
December 26, 1998 and December 27, 1997, and the results of their operations and
their cash flows for each of the three years in the period ended December 26,
1998, in conformity with generally accepted accounting principles. In addition,
in our opinion, the financial statement schedule listed in the index appearing
under Item 16(b) presents fairly, in all material respects, the information set
forth therein when read in conjunction with the related consolidated financial
statements. These financial statements and the financial statement schedule are
the responsibility of the Company's management; our responsibility is to express
an opinion on these financial statements and the financial statement schedule
based on our audits. We conducted our audits of these statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.

PricewaterhouseCoopers LLP
Boston, Massachusetts

June 30, 1999,
except as to Note 2, which is as of September 29, 1999

F-2

<PAGE>

CHARLES RIVER LABORATORIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands)

<TABLE>

Fiscal Year Ended
-----------------------------------------
December 28, December 27, December 26,
1996 1997 1998
------------ ------------ -----------
<S> <C> <C> <C>

Income before income taxes, minority interests and earnings from equity
investments.......................................................... 24,389 22,219 35,832
Provision for income taxes.............................................. 10,889 8,499 14,123
---------- ---------- ----------
Income before minority interests and earnings from equity investments... 13,500 13,720 21,709
Minority interests...................................................... (5) (10) (10)
Earnings from equity investment......................................... 1,750 1,630 1,679
---------- ---------- ----------
Net income.............................................................. $ 15,245 $ 15,340 $ 23,378
========== ========== ==========
</TABLE>

See Notes to Consolidated Financial Statements.

F-3

<PAGE>

CHARLES RIVER LABORATORIES, INC.
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)

<TABLE>

December 27, December 26,
1997 1998
------------ ------------
<S> <C> <C>

Assets
Current assets
Cash and cash equivalents....................................................... $ 17,915 $ 24,811
Trade receivables, less allowances of $688 and $898, respectively............... 28,280 32,466
Inventories..................................................................... 28,904 30,731
Deferred income taxes........................................................... 4,751 5,432
Due from affiliates............................................................. 1,153 982
Other current assets............................................................ 2,320 2,792
----------- -----------
Total current assets.......................................................... 83,323 97,214
Property, plant and equipment, net................................................. 76,889 82,690
Goodwill and other intangibles, less accumulated amortization of $4,356 and
$5,591 respectively............................................................. 8,621 17,705
Investments in affiliates.......................................................... 16,140 18,470
Other assets....................................................................... 11,238 17,331
----------- -----------
Total assets.................................................................. $ 196,211 $ 233,410
=========== ===========
Liabilities and Shareholder's Equity
Current liabilities
Current portion of long-term debt............................................... $ 83 $ 202
Current portion of capital lease obligations.................................... 144 188
Accounts payable................................................................ 7,566 11,615
Accrued compensation............................................................ 8,601 9,972
Accrued ESLIRP.................................................................. 4,407 5,160
Deferred income................................................................. 1,339 3,419
Accrued restructuring........................................................... 2,732 1,113
Accrued liabilities............................................................. 8,282 13,794
Accrued income taxes............................................................ 8,423 14,329
----------- -----------
Total current liabilities..................................................... 41,577 59,792
Long-term debt..................................................................... 170 248
Capital lease obligations.......................................................... 966 944
Other long-term liabilities........................................................ 3,844 3,861
----------- -----------
Total liabilities............................................................. 46,557 64,845
----------- -----------
Commitments and contingencies (Note 12)
Minority interests................................................................. 290 306
Shareholder's equity
Common stock, par value $1 per share, 1,000 shares issued....................... 1 1
Capital in excess of par value.................................................. 17,836 17,836
Retained earnings............................................................... 140,320 156,776
Accumulated other comprehensive income.......................................... (8,793) (6,354)
----------- -----------
Total shareholder's equity.................................................... 149,364 168,259
----------- -----------
Total liabilities and shareholder's equity.................................... $ 196,211 $ 233,410
=========== ===========
</TABLE>

F-4

<PAGE>

CHARLES RIVER LABORATORIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
<TABLE>

Fiscal Year Ended
----------------------------------------
December 28, December 27, December 26,
1996 1997 1998
------------ ------------ ------------
<S> <C> <C> <C>

Cash flows relating to operating activities
Net income.............................................................. $ 15,245 $ 15,340 $ 23,378
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization........................................ 9,528 9,703 10,895
Provision for doubtful accounts...................................... 81 166 181
Earnings from equity investments..................................... (1,750) (1,630) (1,679)
Minority interests................................................... 5 10 10
Deferred income taxes................................................ (5,693) (1,363) (3,133)
Stock compensation expense........................................... 24 84 333
Property, plant and equipment write downs............................ -- 822 --
Changes in assets and liabilities
Trade receivables.................................................... (1,840) (2,232) (1,712)
Inventories.......................................................... (1,552) (1,917) (1,250)
Due from affiliates.................................................. (845) (462) 538
Other current assets................................................. 133 165 (241)
Other assets......................................................... (1,787) 611 (4,990)
Accounts payable..................................................... (180) 594 2,853
Accrued compensation................................................. (347) 674 2,090
Accrued ESLIRP....................................................... 674 499 821
Deferred income...................................................... (62) 105 1,278
Accrued restructuring................................................ -- 2,732 (1,619)
Accrued liabilities.................................................. 1,705 431 3,970
Accrued income taxes................................................. 6,852 (500) 5,605
Other long-term liabilities.......................................... 354 (148) (629)
------------ ----------- ----------
Net cash provided by operating activities.......................... 20,545 23,684 36,699
------------ ----------- ----------
Cash flows relating to investing activities
Dividends received from equity investments.............................. 725 773 681
Capital expenditures.................................................... (11,572) (11,872) (11,909)
Cash paid for acquisition of businesses................................. (831) (1,207) (11,121)
------------ ----------- ----------
Net cash used in investing activities.............................. (11,678) (12,306) (22,349)
------------ ----------- ----------
Cash flows relating to financing activities
Proceeds from long-term debt............................................ 21 281 199
Payments on long-term debt.............................................. (3,698) (119) (1,247)
Payments on capital lease obligations................................... (194) (346) (48)
Net activity with Bausch & Lomb......................................... (197) (12,755) (6,922
------------ ----------- ----------
Net cash used in financing activities.............................. (4,068) (12,939) (8,018)
------------ ----------- ----------
Effect of exchange rate changes on cash and cash equivalents............... (478) (181) 564
------------ ----------- ----------
Net change in cash and cash equivalents.................................... 4,321 (1,742) 6,896
Cash and cash equivalents, beginning of year............................... 15,336 19,657 17,915
------------ ----------- ----------

See Notes to Consolidated Financial Statements.

F-5

<PAGE>

Fiscal Year Ended
----------------------------------------
December 28, December 27, December 26,
------------ ------------ ------------

Cash and cash equivalents, end of year..................................... $ 19,657 $ 17,915 $ 24,811
=========== =========== ==========
Supplemental cash flow information
Cash paid for taxes..................................................... $ 4,821 $ 4,254 $ 4,681
Cash paid for interest.................................................. 414 287 177
</TABLE>

See Notes to Consolidated Financial Statements.

F-6

<PAGE>

<TABLE>
CHARLES RIVER LABORATORIES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
(dollars in thousands)

Accumulated
Other Capital
Retained Comprehensive Common In Excess
Total Earnings Income Stock of Par
---------- ---------- ------------- -------- -----------
<S> <C> <C> <C> <C> <C>

Balance at December 30, 1995........................ $ 142,537 $ 122,687 $ 2,013 $ 1 $ 17,836
Components of comprehensive income:
Net income.................................... 15,245 15,245 -- -- --
Foreign currency translation.................. (3,467) -- (3,467) -- --
Minimum pension liability adjustment.......... 15 -- 15 -- --
----------
Total comprehensive income.................. 11,793
----------
Net activity with Bausch & Lomb.................. (197) (197) -- -- --
---------- ---------- ----------- -------- ---------
Balance at December 28, 1996........................ $ 154,133 $ 137,735 $ (1,439 $ 1 $ 17,836
Components of comprehensive income:
Net income.................................... 15,340 15,340 -- -- --
Foreign currency translation.................. (6,844) -- (6,844) -- --
Minimum pension liability adjustment.......... (510) -- (510) -- --
----------
Total comprehensive income.................. 7,986
----------
Net activity with Bausch & Lomb.................. (12,755) (12,755) -- -- --
---------- ---------- ----------- -------- ---------
Balance at December 27, 1997........................ $ 149,364 $ 140,320 $ (8,793 $ 1 $ 17,836
Components of comprehensive income:
Net income.................................... 23,378 23,378 -- -- --
Foreign currency translation.................. 2,839 -- 2,839 -- --
Minimum pension liability adjustment.......... (400) -- (400) -- --
----------
Total comprehensive income.................. 25,817
----------
Net activity with Bausch & Lomb.................. (6,922) (6,922) -- -- --
---------- ---------- ----------- -------- ---------
Balance at December 26, 1998........................ $ 168,259 $ 156,776 $ (6,354) $ 1 $ 17,836
========== ========== =========== ======== =========
</TABLE>

See Notes to Consolidated Financial Statements.

F-7

<PAGE>

CHARLES RIVER LABORATORIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)

1. Description of Business and Summary of Significant Accounting Policies

Description of Business

Charles River Laboratories, Inc. (the "Company") is a commercial producer
and supplier of animal research models for use in the discovery, development and
testing of pharmaceuticals. In addition, the Company is a supplier of biomedical
products and services in several specialized niche markets. The Company is a
100% owned subsidiary of Bausch & Lomb Incorporated (Bausch & Lomb). The
Company's fiscal year is the twelve month period ending the last Saturday in
December.

Basis of Presentation

As of the dates and for the periods presented in these financial
statements, the assets, liabilities, operations and cash flows relating to the
Company are held by Bausch & Lomb and some affiliated entities. As more fully
described in Note 2, effective September 29, 1999, the Company consummated a
recapitalization agreement that provides for the contribution of all such
assets, liabilities and operations to an existing dormant subsidiary which was
subsequently renamed CRL Holdings, Inc. These consolidated financial statements
include all such assets, liabilities, operations and cash flows as of and for
each of the periods presented.

Principles of Consolidation

The financial statements include all majority-owned U.S. and non-U.S.
subsidiaries. Intercompany accounts, transactions and profits are eliminated.
Affiliated companies over which the Company does not have the ability to
exercise control are accounted for using the equity method (Note 11).

Use of Estimates

The financial statements have been prepared in conformity with generally
accepted accounting principles and, as such, include amounts based on informed
estimates and judgments of management with consideration given to materiality.
Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash equivalents include time deposits and highly liquid investments with
remaining maturities at the purchase date of three months or less.

Inventories

Inventories are stated at the lower of cost or market. Cost is determined
principally on the average cost method. All inventories have been reduced to
their net realizable value. Costs for primates are accumulated in inventory
until particular primates are sold or declared breeders.

Property, Plant and Equipment

Property, plant and equipment, including improvements that significantly
add to productive capacity or extend useful life, are recorded at cost, while
maintenance and repairs are expensed as incurred. Depreciation is calculated for
financial reporting purposes using the straight-line method based on the
estimated useful lives of the assets as follows: building, 20 to 40 years;
machinery and equipment, 2 to 20 years; and leasehold improvements, shorter of
estimated useful life or the lease periods.

F-8

<PAGE>

CHARLES RIVER LABORATORIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands)

Intangible Assets

Intangible assets are amortized on a straight-line basis over periods
ranging from eight to 20 years. Intangible assets consist primarily of goodwill,
patents and non-compete agreements.

Other Assets

Other assets consist primarily of the cash surrender value of life
insurance net long-term deferred tax assets and the net value of primate
breeders. The value of primate breeders is amortized over 20 years. Total
amortization expense for primate breeders was $378, $348 and $323 in 1996, 1997
and 1998 and is included in costs of products sold and services provided.

Impairment of Long-Lived Assets

The Company evaluates long-lived assets and intangibles whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. An impairment loss would be recognized when estimated
undiscounted future cash flows expected to result from the use of the asset and
its eventual disposal are less than its carrying amount. In such instances, the
carrying value of long-lived assets is reduced to the estimated fair value, as
determined using an appraisal or discounted cash flow, as appropriate.

Stock-Based Compensation Plans

As permitted under Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" (FAS 123), the Company accounts for
its stock-based compensation plans using the intrinsic value method prescribed
by Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" (APB 25).

Revenue Recognition

Revenues are recognized when products are shipped or as services are
performed. Deferred income represents cash received in advance of delivery of
primates from customers under contract and is recognized at time of delivery.

Fair Value of Financial Instruments

The carrying amount of the Company's significant financial instruments,
which includes accounts receivable and debt, approximate their fair values at
December 26, 1998 and December 27, 1997.

Income Taxes

As of December 26, 1998, the Company was not a separate taxable entity for
federal, state or local income tax purposes and its results of operations were
included in the consolidated Bausch & Lomb tax returns. The Company accounts for
income taxes under the separate return method in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" (FAS 109).

Foreign Operations

The financial statements of all non-U.S. subsidiaries are translated into
U.S. dollars as follows: assets and liabilities at year-end exchange rates;
income, expenses and cash flows at average exchange rates; and shareholder's
equity at historical exchange rates. The resulting translation adjustment is
recorded as a component of accumulated other comprehensive income on the
accompanying balance sheet.

F-9

<PAGE>

CHARLES RIVER LABORATORIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands)

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to
concentrations of credit risk consist primarily of trade receivables from
customers within the pharmaceutical and biomedical industries. As these
industries have experienced significant growth and its customers are
predominantly well-established and viable, the Company believes its exposure to
credit risk to be minimal.

Comprehensive Income

The Company adopted Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income," (FAS 130) at the beginning of 1998. As it
relates to the Company, comprehensive income is defined as net income plus the
sum of currency translation adjustments and the change in minimum pension
liability (collectively, other comprehensive income), and is presented in the
Consolidated Statement of Changes in Shareholder's Equity.

Segment Reporting

During 1998, the Company adopted Statement of Financial Accounting
Standards No. 131, "Disclosures About Segments of an Enterprise and Related
Information" (FAS 131), which requires financial and descriptive information
about an enterprise's reportable operating segments. Operating segments are
components of an enterprise about which separate financial information is
available and regularly evaluated by the chief operating decision maker in
deciding how to allocate resources and in assessing performance. The Company
operates in two business segments, research models and biomedical products and
services.

Reclassifications

Some amounts in prior year financial statements and related notes have been
changed to conform with current year presentation.

2. Subsequent Events

On September 29, 1999 CRL Acquisition LLC, an affiliate of DLJ Merchant
Banking Partners II, L.P., consummated a transaction in which it acquired 87.5%
of the common stock of Charles River Laboratories, Inc. from Bausch & Lomb for
approximately $443 million. This transaction was effected through Charles River
Laboratories Holdings, Inc. ("Holdings"), a holding company with no operations
or assets other than its ownership of 100% of the Company's outstanding stock.
This transaction will be accounted for as a leveraged recapitalization, which
will have no impact on the historical basis of the Company's assets and
liabilities. In addition, concurrent with the transaction, the Company purchased
all of the outstanding shares of common stock of SBI Holdings, Inc. ("Sierra"),
a pre-clinical biomedical services company, for $24.0 million. This acquisition
will be accounted for as a purchase business combination with the operating
results of Sierra being included in the Company's consolidated operating results
beginning on the effective date of the acquisition. These transactions are
hereafter referred to as the "Acquisitions".

The Acquisitions and related transaction fees and expenses were funded as
follows:

o issuance of 150,000 units, each consisting of a $1,000 principal
amount of 13.5% senior subordinated note (the Series A Note Offering)
and one warrant to purchase 3.942 shares of common stock of Holdings;

o borrowings by the Company of $162.0 million under a new senior secured
credit facility;

F-10

<PAGE>

CHARLES RIVER LABORATORIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands)

o an equity investment of $92.4 million in Holdings;

o senior discount debentures with warrants issued by Holdings for $37.6
million; and

o subordinated discount note issued by Holdings to Bausch & Lomb for
$43.0 million.

The Series A Note Offering (the "Notes") will mature on October 1, 2009.
The Notes will not be redeemable at the issuers' option prior to October 1,
2004. Thereafter, the Notes will be subject to redemption at any time at the
option of the issuer at redemption prices set forth in the Notes. Interest on
the Notes will accrue at the rate of 13.5% per annum and will be payable
semi-annually in arrears on October 1 and April 1 of each year, commencing on
April 1, 2000. The payment of principal and interest on the Notes will be
subordinated in right to the prior payment of all Senior Debt, as defined. The
senior secured credit facility includes a $40 million term loan A facility, a
$120 million term loan B facility and a $30 million revolving credit facility.
The term loan A facility will mature on October 1, 2005, the term loan B
facility will mature on October 1, 2007 and the revolving credit facility will
mature on October 1, 2005. Interest on the term loan A, term loan B and
revolving credit facility will accrue at either a base rate plus 1.75% or LIBOR
plus 3.0%, at the Company's option (8.5%, 9.25% and 8.5%, respectively, at
September 29, 1999) per annum and will be paid quarterly in arrears commencing
on December 30, 1999. A commitment fee in an amount equal to 0.50% per annum on
the daily average unused portion of the revolving credit facility will be paid
quarterly in arrears. Upon the occurrence of a change in control, as defined,
the issuer will be obligated to make an offer to each holder of the Notes to
repurchase all or any part of such holders' Notes at an offer price in cash
equal to 101% of the principal amount thereof, plus accrued and unpaid interest.
Restrictions under the Notes include some sales of assets, some payments of
dividends and incurrence of debt, and limitations on some mergers and
transactions with affiliates. With respect to the Notes and the senior secured
credit facility, the Company will be required to maintain some financial ratios
and covenants.

3. Restructuring Charges and Asset Impairments

In June 1996 and April 1997, the Bausch & Lomb board of directors approved
plans to restructure portions of the Company. As a result, pre-tax restructuring
charges of $4,748 and $5,892 were recorded in 1996 and 1997, respectively.
The major components of the plans are summarized in the table below:

1996 1997
---------- ----------
Employee separations..................................$ 2,283 $ 3,200
Asset writedowns...................................... 1,631 2,157
Other................................................. 834 535
---------- ----------
$ 4,748 $ 5,892
========== ===========

The overall purpose of the restructuring charges was to reduce costs and
improve profitability by closing excess capacity and eliminating associated
personnel, reducing excess corporate, administrative and professional personnel,
and exiting several small unprofitable product-lines. The restructuring actions
affected both the research model and biomedical products and services segments.
In total over 70 individuals were terminated in connection with these actions.

These restructuring efforts have reduced the Company's fixed cost structure
and realigned the business to meet its strategic objectives through the closure,
relocation and combining of breeding, distribution, sales and administrative
operations, and workforce reductions. Some severance costs are being paid over
periods greater than one year. Further, the Company is under a court order
issued in June 1997 to relocate its primate operations from two islands located
in the Florida Keys to Miami, Florida. Also, the Company is required to
refoliate the islands due to damage caused by the primates. Due to complications
arising within the plan to relocate the primates, the relocation has taken
longer than anticipated to complete, as the primates needed to be moved in a
controlled manner in order to minimize mortality and

F-11

<PAGE>

CHARLES RIVER LABORATORIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands)

breeding disruption. Asset writedowns relate primarily to the closing of
facilities and losses resulting from equipment dispositions. Other charges
included miscellaneous costs and other commitments.

The following table sets forth the activity in the restructuring reserves
through December 26, 1998:

Restructuring Programs
------------------------------------------
1996 1997 Total
------------- ----------- ------------
Restructuring provision............. $ 4,748 -- $ 4,748
Cash payments....................... (3,117) -- (3,117)
Asset write-downs................... (1,631) -- (1,631)
------------- ----------- ------------
Balance, December 28, 1996....... -- -- --
Restructuring provision............. -- 5,892 5,892
Cash payments ...................... -- (1,725) (1,725)
Asset write-downs................... -- (1,435) (1,435)
------------- ----------- ------------
Balance, December 27, 1997....... -- 2,732 2,732
Cash payments....................... -- (897) (897)
Asset write-downs................... -- (722) (722)
------------- ----------- ------------
Balance, December 26, 1998....... $ -- $ 1,113 $ 1,113
============= =========== ============

Reserves remaining at December 26, 1998 primarily represent liabilities for
continuing severance payments and relocation and refoliation costs. The
remaining balance of $1,113 is expected to be fully utilized by the end of 1999.

4. Supplemental Balance Sheet Information

The composition of inventories is as follows:

December 27, December 26,
1997 1998
------------ ------------
Raw materials and supplies...........................$ 5,222 $ 4,932
Work in process...................................... 379 1,088
Finished products.................................... 23,303 24,711
------------ ------------
Inventories.......................................$ 28,904 $ 30,731
============ ============

The composition of property, plant and equipment is as follows:

December 27, December 26,
1997 1998
------------ ------------
Land.................................................$ 7,473 $ 7,783
Buildings............................................ 82,963 90,919
Machinery and equipment.............................. 63,192 74,876
Leasehold improvements............................... 1,033 3,063
Furniture and fixtures............................... 1,383 1,532
Vehicles............................................. 2,864 3,006
Construction in progress............................. 8,483 6,176
------------ ------------
167,391 187,355
Less accumulated depreciation........................ (90,502) (104,665)
------------ ------------

F-12

<PAGE>

CHARLES RIVER LABORATORIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands)

December 27, December 26,
1997 1998
------------ ------------
Net property, plant and equipment.................$ 76,889 $ 82,690
============ ============

5. Long-Term Debt

The Company has various debt instruments outstanding at its international
subsidiaries aggregating $253 and $450 at December 27, 1997 and December 26,
1998, respectively, with interest rates ranging from 3% to 15.2% and maturities
ranging from September 1999 through June 2003.

6. Leases

Capital Leases

The Company has one capital lease for a building and three capital leases
for equipment. These leases are capitalized using interest rates considered
appropriate at the inception of each lease. Following is an analysis of assets
under capital lease:

December 27, December 26,
1997 1998
------------ ------------
Building.............................................$ 2,001 $ 2,001
Equipment............................................ 179 179
Accumulated depreciation............................. (1,213) (1,457)
------------ ------------
$ 967 $ 723
============ ============

Capital lease obligations amounted to $1,110 and $1,132 at December 27,
1997 and December 26, 1998, respectively, with maturities through 2003 at
interest rates ranging from 8.6% to 9.3%. Future minimum lease payments under
capital lease obligations at December 26, 1998 are as follows:

1999...................................................$ 282
2000................................................... 282
2001................................................... 282
2002................................................... 282
2003................................................... 534
----------
Total minimum lease payments........................... 1,662
Less amount representing interest...................... (530)
----------
Present value of net minimum lease payments............$ 1,132
==========

Operating Leases

The Company has various operating leases for machinery and equipment,
automobiles, office equipment, land and office space. Rent expense for all
operating leases was $2,944 in 1996, $3,111 in 1997 and $3,273 in 1998. Future
minimum payments by year and in the aggregate, under noncancellable operating
leases with initial or remaining terms of one year or more consist of the
following at December 26, 1998:

1999...................................................$ 3,182
2000................................................... 2,932
2001................................................... 1,994

F-13

<PAGE>

CHARLES RIVER LABORATORIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands)

2002.......................................................... 1,088
2003.......................................................... 488
Thereafter.................................................... 1,690
----------
$ 11,374
==========

7. Income Taxes

An analysis of the components of income before income taxes and minority
interests and the related provision for income taxes is presented below:

<TABLE>
Fiscal Year Ended
-----------------------------------------
December 28, December 27, December 26,
1996 1997 1998
------------ ------------ ------------
<S> <C> <C> <C>

Income before equity in earnings of foreign
subsidiaries, income taxes and minority interests
U.S...............................................$ 15,422 $ 13,497 $ 22,364
Non-U.S........................................... 8,967 8,722 13,468
------------ ------------ -------------
$ 24,389 $ 22,219 $ 35,832
============ ============ ============
Income tax provision
Current:
Federal........................................$ 5,506 $ 6,202 $ 7,730
Foreign........................................ 4,217 2,528 6,171
State and local................................ 1,406 1,397 1,833
------------ ------------ -------------
Total current................................ 11,129 10,127 15,734
------------ ------------ -------------
Deferred:
Federal........................................ (496) (1,867) (597)
Foreign........................................ 376 498 (887)
State.......................................... (120) (259) (127)
------------ ------------ -------------
Total deferred............................... (240) (1,628) (1,611)
------------ ------------ ------------
$ 10,889 $ 8,499 $ 14,123
============ ============ ============
</TABLE>

Deferred taxes, detailed below, recognize the impact of temporary
differences between the amounts of assets and liabilities recorded for financial
statement purposes and such amounts measured in accordance with tax laws.
Realization of benefit for net operating losses and foreign tax credit
carryforwards, which expire between 2002 and 2011, is contingent on future
taxable earnings. A valuation allowance has been recorded for foreign tax
credits, which may not be realized.

<TABLE>

December 27, 1997 December 26, 1998
----------------------- -----------------------
Assets Liabilities Assets Liabilities
---------- ----------- ---------- -----------
<S> <C> <C> <C>
Current:
Inventories.......................................$ 588 -- $ 827 --
Restructuring accruals............................ 1,584 -- 1,006 --
Employee benefits and compensation................ 2,023 -- 3,077 --
Other accruals.................................... 556 -- 522 --
---------- ----------- ---------- ---------
4,751 -- 5,432 --
---------- ----------- ---------- ---------
</TABLE>

F-14

<PAGE>

CHARLES RIVER LABORATORIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands)

<TABLE>

December 27, 1997 December 26, 1998
----------------------- -----------------------
Assets Liabilities Assets Liabilities
---------- ----------- ---------- -----------
<S> <C> <C> <C>
Non-current:
Net operating loss and credit carryforwards...... 1,776 -- 2,960 --
Depreciation and amortization.................... 3,326 1,723 3,672 836
Valuation allowance on foreign tax credits....... (1,776) -- (1,766) --
Other............................................ 654 -- 921 --
---------- --------- ---------- ---------
3,980 1,723 5,787 836
=========== ========= ========== =========
$ 8,731 $ 1,723 $ 11,219 $ 836
=========== ========= ========== =========
</TABLE>

Reconciliations of the statutory U.S. federal income tax rate to effective
tax rates are as follows:

<TABLE>

Fiscal Year Ended
----------------------------------------
December 28, December 27, December 26,
1996 1997 1998
------------ ------------ ------------
<S> <C> <C> <C>

Tax at statutory U.S. tax rate.................. 35.0% 35.0% 35.0%
Foreign tax rate differences.................... 6.0 (0.1) 1.6
Non-deductible goodwill amortization............ 0.3 0.4 0.6
State income taxes, net of federal tax benefit.. 3.4 3.3 3.1
Other........................................... (0.6) (0.4) (0.8)
---- ---- ----
44.1% 38.2% 39.5%
==== ==== ====
</TABLE>

The Company's foreign subsidiaries have undistributed earnings at December
26, 1998. Those earnings are considered to be indefinitely reinvested and,
accordingly, no provision for U.S. federal and state income taxes has been
provided thereon. Upon distribution of those earnings in the form of dividends
or otherwise, the Company would be subject to both U.S. income taxes (subject to
an adjustment for foreign tax credits) and withholding taxes payable to the
various foreign countries. Determination of the amount of unrecognized deferred
U.S. income tax liability is not practicable because of the complexities
associated with its hypothetical calculation.

8. Employee Benefits

The Company sponsors one defined contribution plan and two defined benefit
plans. The Company's defined contribution plan ("Charles River Laboratories
Employee Savings Plan") qualifies under section 401(k) of the Internal Revenue
Code. It covers substantially all U.S. employees and contains a provision
whereby the Company matches two percent of employee contributions up to four
percent. The costs associated with the defined contribution plan totaled $395,
$416 and $498 in 1996, 1997, and 1998, respectively.

One of the Company-sponsored defined benefit plans (Charles River
Laboratories, Inc. Pension Plan) is a qualified, non-contributory plan that also
covers substantially all U.S. employees. Benefits are based on participants'
final average monthly compensation and years of service. Participants' rights
vest upon completion of five years of service.

Under another defined benefit plan, the Company provides some executives
with supplemental retirement benefits. This plan (Executive Supplemental Life
Insurance Retirement Plan or ESLIRP) is generally unfunded and non-qualified
under the provisions of the Employee Retirement Income Securities Act of 1974.

The following table provides reconciliations of the changes in benefit
obligations, fair value of plan assets and funded status of the two defined
benefit plans.

F-15

<PAGE>

CHARLES RIVER LABORATORIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands)

Pension Benefit Plan
-------------------------
1997 1998
---------- ----------
Reconciliation of benefit obligation
Benefit/obligation at beginning of year............$ 17,570 $ 20,531
Service cost....................................... 804 795
Interest cost...................................... 1,413 1,588
Benefit payments................................... (710) (742)
Actuarial loss..................................... 1,454 2,940
---------- ----------
Benefit/obligation at end of year..................$ 20,531 $ 25,112
========== ==========
Reconciliation of fair value of plan assets
Fair value of plan assets at beginning of year.....$ 17,394 $ 19,237
Actual return on plan assets....................... 2,328 7,773
Employer contributions............................. 225 225
Benefit payments................................... (710) (742)
---------- ----------
Fair value of plan assets at end of year...........$ 19,237 $ 26,493
========== ==========
Funded status
Funded status at beginning of year.................$ (1,294) $ 1,380
Unrecognized transition obligation................. 705 564
Unrecognized prior-service cost.................... (31) (27)
Unrecognized gain.................................. (4,331) (7,178)
---------- ----------
Accrued benefit (cost).............................$ (4,951) $ (5,261)
========== ==========
Amounts recognized in the consolidated balance sheet
Accrued benefit cost...............................$ (6,945) $ (7,849)
Intangible asset................................... 358 286
Accumulated other comprehensive income............. 982 1,381
---------- ----------
Net amount recognized..............................$ (5,605) $ (6,182)
========== ==========

Key weighted-average assumptions used in the measurement of the Company's
benefit obligations are shown in the following table:

Fiscal Year End
----------------------------------------
December 28, December 27, December 26,
1996 1997 1998
------------ ------------ ------------
Discount rate.......................... 7.75% 7.5% 7%
Expected return on plan assets......... 10% 10% 10%
Rate of compensation increase.......... 5.0% 4.75% 4.75%

The following table provides the components of net periodic benefit cost
for the two defined benefit plans for 1996, 1997 and 1998:

Defined Benefit Plans
----------------------------------------
1996 1997 1998
------------ ------------ ------------
Components of net periodic benefit cost
Service cost........................... $ 690 $ 804 $ 795
Interest cost.......................... 1,236 1,413 1,588
Expected return on plan assets......... (1,463) (1,717) (1,901)

F-16

<PAGE>

CHARLES RIVER LABORATORIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands)

Pension Benefit Plans
----------------------------------------
1996 1997 1998
------------ ------------ ------------

Amortization of transition obligation.. 141 141 141
Amortization of prior-service cost..... (3) (3) (3)
Amortization of net gain............... (189) (172) (85)
--------- -------- -------
Net periodic benefit cost.............. $ 412 $ 466 $ 535
========= ======== =======

The projected benefit obligation, accumulated benefit obligation, and fair
value of plan assets for the pension plan with accumulated benefit obligations
in excess of plan assets were $6,752, $6,409 and $0, respectively, as of
December 27, 1997, and $8,205, $7,745 and $0, respectively, as of December 26,
1998.

The Company had an adjusted minimum pension liability of $1,636 ($982, net
of tax) and $2,302 ($1,381, net of tax) as of December 27, 1997 and December 26,
1998, which represented the excess of the minimum accumulated net benefit
obligation over previously recorded pension liabilities.

9. Stock Compensation Plans

Stock Options

Bausch & Lomb sponsors several stock-based compensation plans in which the
Company's employees participate. Stock options vest ratably over three years and
expire ten years from the grant date. The exercise price on all options issued
has been equal to the fair market value of the underlying security on the date
of the grant. Vesting is contingent upon continued employment with Bausch &
Lomb. The total number of shares available for grant in each calendar year for
all plans combined excluding incentive stock options shall be no greater than
three percent of the total number of outstanding shares of common stock as of
the first day of each such year. No more than six million shares are available
for granting purposes as incentive stock options under Bausch & Lomb's current
plan. As of December 26, 1998, 2.5 million shares remain available for such
grants.

All of Bausch & Lomb's stock-based compensation plans are accounted for
under the provisions of APB 25. Under APB 25, because the exercise price of the
Company's employee stock options equals the market price of the underlying stock
on the date of grant, no compensation expense is recognized.

Pro forma information regarding net income is required by FAS 123, which
also requires that the information be determined as if the Company has accounted
for its employee stock options granted subsequent to December 31, 1994 under the
fair value method of that Statement.

For purposes of this disclosure, the fair value of each fixed option grant
was estimated on the date of grant using the Black-Scholes option-pricing model
with the following weighted average assumptions used for grants outstanding in
1996, 1997 and 1998:

1996 1997 1998
------ ------ ------
Risk-free interest rate........................ 6.11% 5.66% 4.69%
Dividend yield................................. 2.42% 2.54% 2.48%
Volatility factor.............................. 24.87% 25.17% 25.67%
Weighted average expected life (years)......... 5 5 4

F-17

<PAGE>

CHARLES RIVER LABORATORIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands)

options have characteristics significantly different from those of traded
options, and because changes in the subjective input assumptions can materially
affect the fair value estimate, in management's opinion, the existing models do
not necessarily provide a reliable single measure of the fair value of its
employee stock options.

Had compensation expense for the Company's portion of fixed options been
determined consistent with FAS 123, the Company's net income would have been
reduced to the pro forma amounts indicated below:

Net Income
-------------------------
As Reported Pro Forma
----------- ------------
1998............................................. $ 23,378 $ 22,859
1997............................................. 15,340 15,021
1996............................................. 15,245 15,042

A summary of the status of the Company's portion of fixed stock option
plans at year end 1996, 1997 and 1998 is presented below:

<TABLE>

1996 1997 1998
------------------------- --------------------------- --------------------------
Weighted Weighted Weighted
Average Average Average
Exercise Price Exercise Price Exercise Price
Shares (Per Share) Shares (Per Share) Share (Per Share)
-------- -------------- --------- -------------- --------- --------------
<S> <C> <C> <C> <C> <C> <C>

Outstanding at beginning of year..... 225,584 $ 40.84 294,162 $ 39.90 326,722 $ 41.00
Granted.............................. 71,643 35.86 77,154 42.32 73,280 50.64
Exercised............................ (80) 27.40 (13,350) 30.34 (73,481) 39.45
Forfeited............................ (2,985) 43.60 (31,244) 41.99 (1,370) 41.48
-------- --------- --------
Outstanding at end of year........... 294,162 39.90 326,722 41.00 325,151 43.98
======== ========= ========
Options exercisable at year end...... 177,155 193,097 176,096 43.98
======== ========= ========
Weighted-average fair value of
options granted during the year... $ 9.34 $ 10.59 $ 10.93 43.98
======== ========= ========
</TABLE>

The following presents additional information about the Company's fixed
stock options outstanding at December 26, 1998:

<TABLE>

Options Outstanding Options Exercisable
----------------------------------------- -----------------------------
Weighted
Average Weighted Weighted
Remaining Average Average
Number Contractual Exercise Price Number Exercise Price
Range of Exercise Prices Per Share Outstanding Life (Years) (Per Share) Exercisable (Per Share)
- ---------------------------------- ----------- ------------ -------------- ----------- ---------------
<S> <C> <C> <C> <C> <C>
$26 to $35............................. 52,990 6.3 $34.78 39,726 $ 34.60
$36 to $45............................. 131,413 7.3 41.35 81,577 40.88
$46 to $55............................. 140,748 7.5 49.90 54,793 48.26
------- -------
$26 to $55............................. 325,151 7.2 43.98 176,096 41.76
======= =======
</TABLE>

F-18

<PAGE>

CHARLES RIVER LABORATORIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands)

Stock Awards

Bausch & Lomb issued restricted stock awards to directors, officers and
other key personnel. These awards have vesting periods up to three years with
vesting criteria based upon the attainment of particular Economic-Value-Added
(EVA) metrics and continued employment until applicable vesting dates. EVA is a
measure of capital utilization. It is not, nor is it intended to be, a measure
of operating performance in accordance with generally accepted accounting
principles. Compensation expense is recorded based on the applicable vesting
criteria and, for those awards with performance goals, as such goals are met. In
1996, 1997 and 1998, 2,484, 1,400 and 1,200 such awards were granted to Company
employees at weighted average market values of $35.92, $42.25 and $51.63 per
share, respectively. The compensation expense relating to stock awards in 1996,
1997 and 1998 was $24, $84 and $333, respectively.

10. Business Acquisitions

The Company acquired several businesses during the three-year period ended
December 26, 1998. All acquisitions have been accounted for under the purchase
method of accounting. The results of operations of the acquired business are
included in the consolidated financial statements from the date of acquisition.

Significant acquisitions include the following:

On March 30, 1998, the Company acquired 100% of the outstanding stock of
Tektagen, Inc. ("Tektagen") for $8,000 and assumed debt equal to approximately
$850. Tektagen provides quality control testing and consulting services to the
biotechnology and pharmaceutical industries. The purchase price exceeded the
fair value of the net assets acquired by approximately $6,600, which is being
amortized on a straight line basis over 15 years. In addition, during 1998 the
Company acquired an additional biomedical service business and one research
model business; the impact of each is considered immaterial to the Company's
financial statements taken as a whole.

On July 31, 1996, the Company reacquired the assets of two businesses it
previously owned for approximately $1,100 in cash plus the forgiveness of
approximately $5,800 in debt. These businesses represent substantially all of
the Company's primate operations. The purchase price was allocated to the fair
value of net assets acquired.

The following selected unaudited pro forma consolidated results of
operations are presented as if each of the acquisitions had occurred as of the
beginning of the period immediately preceding the period of acquisition after
giving effect to pagan adjustments for the amortization of goodwill and related
income tax effects. The pro forma data is for informational purposes only and
does not necessarily reflect the results of operations had the companies
operated as one during the period. No effect has been given for synergies, if
any, that may have been realized through the acquisitions.

Fiscal Year Ended
-----------------------------------------
December 28, December 27, December 26,
1996 1997 1998
------------- ------------ ------------
Net sales..............................$ 161,708 $ 179,513 $ 196,973
Operating income....................... 25,497 21,830 35,154
Net income............................. 15,966 15,018 22,913

In addition, during 1997 and 1998 the Company made contingent payments of
$640 and $681, respectively, to the former owner of an acquired business in
connection with an additional purchase price commitment.

F-19

<PAGE>

CHARLES RIVER LABORATORIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands)

11. Joint Ventures

The Company holds investments in several joint ventures. These joint
ventures are separate legal entities whose purpose is consistent with the
overall operations of the Company and represent geographical expansions of
existing Company markets. The financial results of two of the joint ventures are
consolidated into the Company's results as the Company has the ability to
exercise control over these entities. The interests of the outside joint venture
partners in these two joint ventures has been recorded as minority interests
totaling $290 at December 27, 1997 and $306 at December 26, 1998.

The Company also has investments in two other joint ventures that are
accounted for on the equity method as the Company does not have the ability to
exercise control over the operations. Charles River Japan is a 50 /50 joint
venture with Ajinomoto Co., Inc. and is an extension of the Company's research
model business in Japan. Dividends received from Charles River Japan amounted to
$725 in 1996, $773 in 1997, and $681 in 1998. Charles River Mexico, a joint
venture which is an extension of the Company's avian (or bird) business in
Mexico, is not significant to the Company's operations.

Summarized financial statement information for the unconsolidated joint
ventures is as follows:

Fiscal Year Ended
-----------------------------------------
December 28, December 27, December 26,
1996 1997 1998
(Amounts unaudited) ------------- ------------ ------------
Condensed Combined Statements of Income
Net sales........................... $ 43,978 $ 44,744 $ 39,798
Operating income.................... 7,712 7,484 6,756
Net income.......................... 3,500 3,337 3,445

December 27, December 26,
1997 1998
------------ -----------
Condensed Combined Balance Sheets
Current assets..................... $ 18,466 $ 19,388
Non-current assets................. 34,774 36,376
--------- ----------
$ 53,240 $ 55,764
========= =========
Current liabilities................ $ 17,105 $ 13,501
Non-current liabilities............ 5,237 6,617
Shareholders' equity............... 30,898 35,646
--------- ---------
$ 53,240 $ 55,764
========= =========

12. Commitments and Contingencies

Insurance

The Company maintains insurance for workers' compensation, auto liability
and general liability. The per claim loss limits are $250, with annual aggregate
loss limits of $1,500. Related accruals were $849 and $2,363 on December 27,
1997 and December 26, 1998, respectively. Separately, the Company has provided
three letters of credit in favor of the insurance carriers in the amount of
$825.

F-20

<PAGE>

CHARLES RIVER LABORATORIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands)

Litigation

Various lawsuits, claims and proceedings of a nature considered normal to
its business are pending against Holdings. In the opinion of management, the
outcome of such proceedings and litigation currently pending will not materially
affect the Company's consolidated financial statements. The most potentially
significant claim is described below.

As discussed in Note 3, the Company is currently under a court order issued
in June 1997 to remove its primate operations from two islands located in the
Florida Keys. The mandate asserts that the Company's operations have contributed
to the defoliation of some protected plant life. Reserves of $500 are included
in the restructuring reserve recorded in the accompanying consolidated financial
statements to provide for relocation costs and any exposures in connection with
the refoliation.

13. Related Party Transactions

The Company historically has operated autonomously from Bausch & Lomb.
However, some costs and expenses including insurance, information technology and
other miscellaneous expenses were charged to the Company on a direct basis.
Management believes these charges are based upon assumptions that are reasonable
under the circumstances. However, these charges and estimates are not
necessarily indicative of the costs and expenses which would have resulted had
the Company incurred these costs as a separate entity. Charges of approximately
$460, $470 and $250 for these items are included in costs of products sold and
services rendered and selling, general and administrative expense in the
accompanying consolidated statements of income for the years ended 1996, 1997
and 1998, respectively. The Company does not expect the estimated stand alone
costs to be significantly different from the historical costs allocated by B&L
due to the autonomy with which the Company operates.

The accompanying financial statements include a line item "net activity
with Bausch and Lomb" which comprises the above referenced intercompany
allocations and the net distributions made by the Company to B&L.

14. Geographic and Business Segment Information

The Company is organized into geographic regions for management reporting
with operating income being the primary measure of regional profitability. Some
general and administrative expenses, including some centralized services
provided by regional offices, are allocated based on business segment sales. The
accounting policies used to generate geographic results are the same as the
Company's overall accounting policies.

The following table presents sales and other financial information by
geography for the years 1996, 1997 and 1998. Included in the other non-U.S.
category below are the Company's operations located in Canada, China, Germany,
Italy, Netherlands, United Kingdom, Australia, Belgium, Czech Republic, Hungary,
Spain and Sweden. Sales to unaffiliated customers represent net sales
originating in entities physically located in the identified geographic area.
Long-lived assets include property, plant and equipment, goodwill and
intangibles, other investments and other assets.

<TABLE>

Other
U.S. France Non U.S. Consolidated
--------- --------- ---------- ------------
<S> <C> <C> <C> <C>

1996
Sales to unaffiliated customers.... $ 83,520 $ 28,892 $ 43,192 $ 155,604
Long-lived assets.................. 65,594 12,790 18,952 96,336
1997
Sales to unaffiliated customers.... $ 100,314 $ 25,680 $ 44,719 $ 170,713
Long-lived assets.................. 62,236 10,146 22,108 94,490
1998
</TABLE>

F-21

<PAGE>

CHARLES RIVER LABORATORIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands)

<TABLE>

Other
U.S. France Non U.S. Consolidated
--------- --------- ---------- ------------
<S> <C> <C> <C> <C>

Sales to unaffiliated customers.....$ 115,639 $ 26,177 $ 51,485 $ 193,301
Long-lived assets..................... 76,289 12,751 23,745 112,785
</TABLE>

The Company's product line segments are research models and biomedical
products and services. The following table presents sales and other financial
information by product line segment for the fiscal years 1996, 1997 and 1998.
Sales to unaffiliated customers represent net sales originating in entities
primarily engaged in either provision of research models or biomedical products
and services. Long-lived assets include property, plant and equipment, goodwill
and intangibles; other investments; and other assets.

1996 1997 1998
----------- ----------- -----------
Research models
Net sales........................... $ 121,262 $ 125,214 $ 134,590
Operating income.................... 24,080 19,583 30,517
Total assets ....................... 162,201 157,915 180,139
Depreciation and amortization ...... 5,351 5,297 5,534
Capital expenditures ............... 6,119 6,178 8,127
Biomedical products and services
Net sales .......................... $ 34,342 $ 45,499 $ 58,711
Operating income ................... 3,264 6,496 11,117
Total assets ....................... 34,780 38,296 53,271
Depreciation and amortization ...... 4,177 4,406 5,361
Capital expenditures ............... 5,453 5,694 3,782

A reconciliation of segment operating income to consolidated operating
income is as follows:

Fiscal Year Ended
----------------------------------------
December 28, December 27, December 26,
1996 1997 1998
------------ ------------ ------------
Total segment operating income.........$ 27,344 $ 26,079 $ 41,634
Unallocated corporate overhead......... (3,202) (4,003) (6,309)
----------- ----------- ------------
Consolidated operating income..........$ 24,142 $ 22,076 $ 35,325
=========== =========== ============

A summary of identifiable long-lived assets of each business segment at
year end is as follows:

December 27, December 26,
1997 1998
------------ ------------
Research Models................................ $ 65,144 $ 73,190
Biomedical Products and Services............... 29,346 39,595
------------ ------------
$ 94,490 $ 112,785
============ ============

F-22

<PAGE>

CHARLES RIVER LABORATORIES, INC.
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(dollars in thousands)

Nine Months Ended
-----------------------------
September 26, September 25,
1998 1999
------------- -------------
Net sales related to products..................... $ 128,478 $ 139,269
Net sales related to services..................... 17,041 21,827
------------ ------------
Total net sales................................... 145,519 161,096
Costs and expenses
Cost of products sold.......................... 80,067 84,557
Cost of services provided...................... 10,974 12,673
Selling, general and administrative............ 25,202 29,414
Amortization of goodwill and intangibles....... 1,036 1,114
Operating income.................................. 28,240 33,338
Other income (expense)
Other income................................... -- 1,441
Interest income................................ 659 496
Interest expense............................... (311) (207)
Loss from foreign currency, net................ (127) (143)
------------ ------------
Income before income taxes, minority interests
and earnings from equity investments........... 28,461 34,925
Provision for income taxes........................ 11,280 16,903
------------ ------------
Income before minority interests and earnings
from equity investments........................ 17,181 18,022
Minority interests................................ (8) (10)
Earnings from equity investments.................. 1,286 1,940
------------ ------------
Net income........................................ $ 18,459 $ 19,952
============ ============

See Notes to Consolidated Financial Statements.

F-23

<PAGE>

CHARLES RIVER LABORATORIES, INC.
CONSOLIDATED BALANCE SHEET (UNAUDITED)
(dollars in thousands)

September 25,
1999
------------
Assets
Current assets
Cash and cash equivalents................................. $ 3,457
Trade receivables, less allowances of $854................ 33,820
Inventories............................................... 28,577
Deferred income taxes..................................... 5,432
Due from affiliates....................................... 966
Other current assets...................................... 5,051
------------
Total current assets.................................... 77,303
Property, plant and equipment, net........................... 79,349
Goodwill and other intangibles, less accumulated
amortization of $6,960..................................... 16,212
Investments in affiliates.................................... 19,385
Other assets................................................. 18,122
------------
Total assets............................................ $ 210,371
============
Liabilities and shareholder's equity
Current liabilities
Current portion of long-term debt......................... $ 166
Current portion of capital lease obligations.............. 167
Accounts payable.......................................... 5,992
Accrued compensation...................................... 11,015
Accrued ESLIRP............................................ 5,845
Deferred income........................................... 4,550
Accrued restructuring..................................... 354
Accrued liabilities....................................... 12,410
Accrued income taxes...................................... 16,208
------------
Total current liabilities............................... 56,707
Long-term debt............................................... --
Capital lease obligations.................................... 700
Other long-term liabilities.................................. 3,706
------------
Total liabilities....................................... 61,113
------------
Commitments and contingencies (Note 3)
Minority interests........................................... 293
Shareholder's equity
Common stock, par value $1 per share, 1,000 shares issued.... 1
Capital in excess of par value............................... 17,836
Retained earnings............................................ 142,422
Accumulated other comprehensive income....................... (11,294)
------------
Total shareholder's equity.............................. 148,965
------------
Total liabilities and shareholder's equity........... $ 210,371
============

See Notes to Consolidated Financial Statements.

F-24

<PAGE>

CHARLES RIVER LABORATORIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(dollars in thousands)

Nine Months Ended
----------------------------
September 26, September 25,
1998 1999
----------------------------
Cash flows relating to operating activities
Net income....................................... $ 18,459 $ 19,952
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization................. 7,932 8,701
Provision for doubtful accounts............... 248 13
Gain from sale of facilities.................. (1,441)
Earnings from equity investments.............. (1,286) (1,940)
Minority interests............................ 8 10
Deferred income taxes......................... (634) --
Stock compensation expense.................... 159 124
Property, plant, and equipment write downs.... -- 324
Change in assets and liabilities
Trade receivables............................. (3,298) (3,022)
Inventories................................... (683) 1,232
Due from affiliates........................... 153 (264)
Other current assets.......................... (1,255) (2,115)
CVS of life insurance......................... (3,585) (439)
Other assets.................................. (464) (510)
Accounts payable.............................. 910 (4,767)
Accrued compensation.......................... 1,640 (605)
Accrued ESLIRP................................ 519 688
Deferred income............................... 671 1,130
Accrued restructuring......................... (1,425) (759)
Accrued liabilities........................... 1,687 1,079
Accrued income taxes.......................... 4,259 2,211
Other long-term liabilities................... (529) (50
----------- -----------
Net cash provided by operating activities... 23,486 19,552
Cash flows relating to investing activities
Dividends received from equity investments....... 681 815
Proceeds from sale of facilities -- 1,860
Capital expenditures............................. (5,834) (7,426)
Cash paid for acquisition of businesses.......... (9,114) 0
----------- -----------
Net cash used in investing activities....... (14,267) (4,751)
----------- -----------
Cash flows relating to financing activities
Proceeds from long-term debt..................... 171 --
Payments on long-term debt....................... (1,120) (312)
Payments on capital lease obligations............ (94) (90)
Net activity with Bausch & Lomb.................. (1,369) (34,152)
----------- -----------
Net cash used in financing activities....... (2,412) (34,554)
----------- -----------
Effect of exchange rate changes on cash and cash
equivalents.................................... 462 (1,601)
----------- -----------
Net change in cash and cash equivalents............. 7,269 (21,354)
----------- -----------

See Notes to Consolidated Financial Statements.

F-25

<PAGE>

Nine Months Ended
----------------------------
September 26, September 25,
1998 1999
----------------------------
Cash and cash equivalents, beginning of year....... 17,915 24,811
----------- -----------
Cash and cash equivalents, end of year............. $ 25,184 $ 3,457
=========== ===========
Supplemental cash flow information
Cash paid for taxes............................. $ 2,202 $ 3,316
Cash paid for interest.......................... 161 207

See Notes to Consolidated Financial Statements.

F-26

<PAGE>

CHARLES RIVER LABORATORIES, INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS -- (UNAUDITED)
(dollars in thousands)

1. Basis of Presentation

The consolidated balance sheet at September 25, 1999 and the consolidated
statements of income and of cash flows for the nine months ended September 26,
1998 and September 25, 1999 are unaudited, and some information and footnote
disclosure related thereto normally included in financial statements prepared in
accordance with generally accepted accounting principles, have been omitted. In
the opinion of management, the accompanying unaudited consolidated financial
statements were prepared following the same policies and procedures used in the
preparation of the audited financial statements and reflect all adjustments
(consisting of normal recurring adjustments) considered necessary to present
fairly the financial position of the Company. The results of operations for the
interim periods are not necessarily indicative of the results for the entire
fiscal year.

2. Supplemental Balance Sheet Information

The composition of inventories is as follows:

September 25,
1999
------------
Raw materials and supplies.................................... $ 4,228
Work in process............................................... 988
Finished products............................................. 23,361
-----------
Net inventories............................................... $ 28,577
===========

The composition of property, plant and equipment is as follows:

September 25,
1999
------------
Land.......................................................... $ 7,329
Buildings..................................................... 89,014
Machinery and equipment....................................... 76,648
Leasehold improvements........................................ 3,746
Furniture and fixtures........................................ 1,595
Vehicles...................................................... 2,843
Construction in progress...................................... 6,434
187,609
-----------
Less accumulated depreciation................................. (108,260)
-----------
Net property, plant and equipment............................. $ 79,349
===========

3. Commitments and Contingencies

Litigation

Various lawsuits, claims and proceedings of a nature considered normal to
its business are pending against the Company. In the opinion of management, the
outcome of such proceedings and litigation currently pending will not materially
affect the Company's consolidated financial statements. The most potentially
significant claim is described below.

F-27

<PAGE>

CHARLES RIVER LABORATORIES, INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS -- (UNAUDITED)
(dollars in thousands)
(continued)

3. Commitments and Contingencies (continued)

The Company is currently under a court order issued June 1997 to remove its
primate operations from two islands located in the Florida Keys. The mandate
asserts that the Company's operations have contributed to the defoliation of
some protected plant life. Reserves of $218 are included in the restructuring
reserve recorded in the accompanying consolidated financial statements to
provide for any exposures in connection with the relocation and refoliation.

4. Business Segment Information

The following table presents sales and other financial information by
product line segment for the nine months ended September 26, 1998 and September
25, 1999. Sales to unaffiliated customers represent net sales originating in
entities primarily engaged in either provision of research models or biomedical
products and services.

1998 1999
----------- -----------
Research models
Net sales................................... $ 103,205 $ 109,177
Operating income............................ 26,281 27,977
Total assets................................ 182,761 157,284
Depreciation and amortization............... 5,738 6,044
Capital expenditures........................ 4,112 4,282
Biomedical products and services
Net sales................................... $ 42,314 $ 51,919
Operating income............................ 7,347 11,553
Total assets................................ 39,331 53,087
Depreciation and amortization............... 2,194 2,657
Capital expenditures........................ 1,722 3,144

A reconciliation of segment operating income to consolidated operating
income is as follows:

1998 1999
----------- -----------
Total segment operating income................. $ 33,628 $ 39,530
Unallocated corporate overhead................. (5,388) (6,192)
----------- -----------
Consolidated operating income.................. $ 28,240 $ 33,338
=========== ==========

5. Comprehensive Income

The components of comprehensive income for the nine-month periods ended
September 26, 1998 and September 25, 1999 are set forth below:

1998 1999
----------- -----------
Net income $ 18,459 $ 19,952
Foreign currency translation 20 (4,940)
----------- ----------
Comprehensive income $ 18,479 $ 15,012
=========== ==========

F-28

<PAGE>

CHARLES RIVER LABORATORIES, INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS -- (UNAUDITED)
(dollars in thousands)
(continued)

6. Other Income

During the nine months ended September 25, 1999, the Company recorded a
gain of $1.4 million on the sale of some facilities located in Florida and The
Netherlands.

7. Restructuring Reserve

During the nine months ended September 25, 1999, the Company charged
approximately $759 against the restructuring reserve for costs previously
reserved for. As of September 25, 1999, the remaining restructuring reserve
amounted to $354, comprised primarily of scheduled severance payments and
relocation and refoliation costs. Such payments will be substantially complete
by the end of the year.

8. Subsequent Events

The Acquisitions and related transaction fees and expenses were funded as
follows:

o borrowings by the Company of $162.0 million under a new senior secured
credit facility;

o an equity investment of $92.4 million in Holdings;

o senior discount debentures with warrants issued by Holdings for $37.6
million; and

o subordinated discount note issued by Holdings to Bausch & Lomb for
$43.0 million.

F-29

<PAGE>

of such holders' Notes at an offer price in cash equal to 101% of the principal
amount thereof, plus accrued and unpaid interest. Restrictions under the Notes
include some sales of assets, some payments of dividends and incurrence of debt,
and limitations on some mergers and transactions with affiliates. With respect
to the Notes and the senior secured credit facility, the Company will be
required to maintain some financial ratios and covenants.

9. Dividends from Foreign Subsidiaries

During the nine months ended September 25, 1999, cash dividends totaling
$20,662 were remitted to the Company from several of its foreign subsidiaries.
Under the terms of the transaction more fully described in Note 8, such
dividends were, in turn, remitted by the Company to B&L. As the related amounts
had previously been considered permanently reinvested in the foreign
jurisdictions, the Company was required to provide additional taxes upon their
repatriation to the United States. In addition, during the nine months ended
September 25, 1999, an election was made by B&L to treat some foreign entities
as branches for United States income tax purposes. As a result, all previously
untaxed accumulated earnings of such entities became immediately subject to tax
in the United States. The receipt of the cash dividends from the foreign
subsidiaries and the foreign tax elections made resulted in incremental United
States taxes of $1,974, net of foreign tax credits, during the nine months ended
September 25, 1999.

F-30

<PAGE>

Report of Independent Accountants

To the Board of Directors of
Charles River Laboratories Holdings, Inc. and
Charles River Laboratories, Inc.

In our opinion, the accompanying combined balance sheets and the related
combined statements of income, changes in shareholder's equity and cash flows
present fairly, in all material respects, the financial position of Charles
River Laboratories Holdings, Inc. ("Holdings") and Charles River Laboratories,
Inc. and its subsidiaries ("collectively, "Holdings") at December 26, 1998 and
December 27, 1997, and the results of their operations and their cash flows for
each of the three years in the period ended December 26, 1998, in conformity
with generally accepted accounting principles. In addition, in our opinion, the
financial statement schedule listed in the index appearing under Item 16(b)
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related combined financial statements. These
financial statements and the financial statement schedule are the responsibility
of Holdings' management; our responsibility is to express an opinion on these
financial statements and the financial statement schedule based on our audits.
We conducted our audits of these statements in accordance with generally
accepted auditing standards which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP
Boston, Massachusetts

June 30, 1999,
except as to Note 2, which is as of September 29, 1999

F-31

<PAGE>

CHARLES RIVER LABORATORIES HOLDINGS, INC. AND
CHARLES RIVER LABORATORIES, INC.
COMBINED STATEMENTS OF INCOME
(dollars in thousands)

<TABLE>

Fiscal Year Ended
----------------------------------------
December 28, December 27, December 26
1996 1997 1998
------------ ------------ -----------
<S> <C> <C> <C>

Net sales related to products........................................... $ 146,477 $ 156,800 $ 169,377
Net sales related to services........................................... 9,127 13,913 23,924
------------ ------------ -----------
Total net sales......................................................... 155,604 170,713 193,301
Costs and expenses
Cost of products sold................................................ 91,600 102,980 107,146
Cost of services provided............................................ 6,177 8,480 15,401
Selling, general and administrative.................................. 28,327 30,451 34,142
Amortization of goodwill and intangibles............................. 610 834 1,287
Restructuring charges................................................ 4,748 5,892 --
------------ ------------ -----------
Operating income........................................................ 24,142 22,076 35,325
Other income (expense)
Interest income...................................................... 654 865 986
Interest expense..................................................... (491) (501) (421)
Gain/(loss) from foreign currency, net............................... 84 (221)
Income before income taxes, minority interests and earnings from equity
investments.......................................................... 24,389 22,219 35,832
Provision for income taxes.............................................. 10,889 8,499 14,123
------------ ------------ -----------
Income before minority interests and earnings from equity investments... 13,500 13,720 21,709
Minority interests...................................................... (5) (10) (10)
Earnings from equity investment......................................... 1,750 1,630 1,67
------------ ------------ -----------
Net income.............................................................. $ 15,245 $ 15,340 $ 23,378
============ ============ ===========
</TABLE>

See Notes to Combined Financial Statements.

F-32

<PAGE>

CHARLES RIVER LABORATORIES HOLDINGS, INC. AND
CHARLES RIVER LABORATORIES, INC.
COMBINED BALANCE SHEETS
(dollars in thousands)

<TABLE>

December 27, December 26,
1997 1998
------------ ------------
<S> <C> <C>

Assets
Current assets
Cash and cash equivalents....................................................... $ 17,915 $ 24,811
Trade receivables, less allowances of $688 and $898, respectively............... 28,280 32,466
Inventories..................................................................... 28,904 30,731
Deferred income taxes........................................................... 4,751 5,432
Due from affiliates............................................................. 1,153 982
Other current assets............................................................ 2,320 2,792
------------ ------------
Total current assets.......................................................... 83,323 97,214
Property, plant and equipment, net................................................. 76,889 82,690
Goodwill and other intangibles, less accumulated amortization of $4,356 and
$5,591 respectively............................................................. 8,621 17,705
Investments in affiliates.......................................................... 16,140 18,470
Other assets....................................................................... 11,238 17,331
------------ ------------
Total assets.................................................................. $ 196,211 $ 233,410
============ ============
Liabilities and Shareholder's Equity
Current liabilities
Current portion of long-term debt............................................... $ 83 $ 202
Current portion of capital lease obligations.................................... 144 188
Accounts payable................................................................ 7,566 11,615
Accrued compensation............................................................ 8,601 9,972
Accrued ESLIRP.................................................................. 4,407 5,160
Deferred income................................................................. 1,339 3,419
Accrued restructuring........................................................... 2,732 1,113
Accrued liabilities............................................................. 8,282 13,794
Accrued income taxes............................................................ 8,423 14,329
------------ ------------
Total current liabilities..................................................... 41,577 59,792
Long-term debt..................................................................... 170 248
Capital lease obligations.......................................................... 966 944
Other long-term liabilities........................................................ 3,844 3,861
------------ ------------
Total liabilities............................................................. 46,557 64,845
------------ ------------
Commitments and contingencies (Note 12)
Minority interests................................................................. 290 306
Shareholder's equity
Common stock, par value $1 per share, 1,000 shares issued....................... 1 1
Capital in excess of par value.................................................. 17,836 17,836
Retained earnings............................................................... 140,320 156,776
Accumulated other comprehensive income.......................................... (8,793) (6,354)
------------ ------------
Total shareholder's equity.................................................... 149,364 168,259
------------ ------------
Total liabilities and shareholder's equity.................................... $ 196,211 $ 233,410
============ ============
</TABLE>

See Notes to Combined Financial Statements.

F-33

<PAGE>

CHARLES RIVER LABORATORIES HOLDINGS, INC. AND
CHARLES RIVER LABORATORIES, INC.
COMBINED STATEMENTS OF CASH FLOWS
(dollars in thousands)

<TABLE>

Fiscal Year Ended
-----------------------------------------
December 28, December 27, December 26,
1996 1997 1998
------------ ------------ -----------
<S> <C> <C> <C>
Cash flows relating to operating activities
Net income.............................................................. $ 15,245 $ 15,340 $ 23,378
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization........................................ 9,528 9,703 10,895
Provision for doubtful accounts...................................... 81 166 181
Earnings from equity investments..................................... (1,750) (1,630) (1,679)
Minority interests................................................... 5 10 10
Deferred income taxes................................................ (5,693) (1,363) (3,133)
Stock compensation expense........................................... 24 84 333
Property, plant and equipment write downs............................ -- 822 --
Changes in assets and liabilities
Trade receivables.................................................... (1,840) (2,232) (1,712)
Inventories.......................................................... (1,552) (1,917) (1,250)
Due from affiliates.................................................. (845) (462) 538
Other current assets................................................. 133 165 (241)
Other assets......................................................... (1,787) 611 (4,990)
Accounts payable..................................................... (180) 594 2,853
Accrued compensation................................................. (347) 674 2,090
Accrued ESLIRP....................................................... 674 499 821
Deferred income...................................................... (62) 105 1,278
Accrued restructuring................................................ -- 2,732 (1,619)
Accrued liabilities.................................................. 1,705 431 3,970
Accrued income taxes................................................. 6,852 (500) 5,605
Other long-term liabilities.......................................... 354 (148) (629)
----------- ----------- -----------
Net cash provided by operating activities.......................... 20,545 23,684 36,699
----------- ----------- -----------
Cash flows relating to investing activities
Dividends received from equity investments.............................. 725 773 681
Capital expenditures.................................................... (11,572) (11,872) (11,909)
Cash paid for acquisition of businesses................................. 98310 (1,207) (11,121)
Net cash used in investing activities.............................. (11,678) (12,306) (22,349)
----------- ----------- -----------
Cash flows relating to financing activities
Proceeds from long-term debt............................................ 21 281 199
Payments on long-term debt.............................................. (3,698) (119) (1,247)
Payments on capital lease obligations................................... (194) (346) (48)
Net activity with Bausch & Lomb......................................... (197) (12,755) (6,922)
----------- ----------- -----------
Net cash used in financing activities.............................. (4,068) (12,939) (8,018)
----------- ----------- -----------
Effect of exchange rate changes on cash and cash equivalents............... (478) (181) 564
----------- ----------- -----------
Net change in cash and cash equivalents.................................... 4,321 (1,742) 6,896
Cash and cash equivalents, beginning of year............................... 15,336 19,657 17,915
----------- ----------- -----------
</TABLE>

See Notes to Combined Financial Statements.

F-34

<PAGE>

<TABLE>

Fiscal Year Ended
-----------------------------------------
December 28, December 27, December 26,
1996 1997 1998
------------ ------------ ------------
<S> <C> <C> <C>

Cash and cash equivalents, end of year..................................... $ 19,657 $ 17,915 $ 24,811
=========== =========== ===========
Supplemental cash flow information
Cash paid for taxes..................................................... $ 4,821 $ 4,254 $ 4,681
Cash paid for interest.................................................. 414 287 177
</TABLE>

See Notes to Combined Financial Statements.

F-35

<PAGE>

<TABLE>
CHARLES RIVER LABORATORIES HOLDINGS, INC. AND
CHARLES RIVER LABORATORIES, INC.
COMBINED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
(dollars in thousands)

Accumulated
Other Capital
Retained Comprehensive Common In Excess
Total Earnings Income Stock of par
------------ ------------ ------------- ----------- -----------
<S> <C> <C> <C> <C> <C>

Balance at December 30, 1995........................ $ 142,537 $ 122,687 $ 2,013 $ 1 $ 17,836
Components of comprehensive income:
Net income.................................... 15,245 15,245 -- -- --
Foreign currency translation.................. (3,467) -- (3,467) -- --
Minimum pension liability adjustment.......... 15 -- 15 -- --
-----------
Total comprehensive income.................. 11,793
-----------
Net activity with Bausch & Lomb.................. (197) (197) -- --
----------- ------------ ------------ ---------- -----------
Balance at December 28, 1996........................ $ 154,133 $ 137,735 $ (1,439) $ 1 $ 17,836
Components of comprehensive income:
Net income.................................... 15,340 15,340 -- -- --
Foreign currency translation.................. (6,844) -- (6,844) -- --
Minimum pension liability adjustment.......... (510) -- (510) -- --
-----------
Total comprehensive income.................. 7,986
-----------
Net activity with Bausch & Lomb.................. (12,755) (12,755) -- -- --
----------- ------------ ------------ ---------- -----------
Balance at December 27, 1997........................ $ 149,364 $ 140,320 $ (8,793) $ 1 $ 17,836
Components of comprehensive income:
Net income.................................... 23,378 23,378 -- -- --
Foreign currency translation.................. 2,839 -- 2,839 -- --
Minimum pension liability adjustment.......... (400) -- (400) -- --
-----------
Total comprehensive income.................. 25,817
-----------
Net activity with Bausch & Lomb.................. (6,922) (6,922) -- -- --
----------- ------------ ------------ ---------- -----------
Balance at December 26, 1998........................ $ 168,259 $ 156,776 $ (6,354) $ 1 $ 17,836
=========== ============ ============ ========== ===========

</TABLE>

See Notes to Combined Financial Statements.

F-36

<PAGE>

CHARLES RIVER LABORATORIES HOLDINGS, INC. AND
CHARLES RIVER LABORATORIES, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS
(dollars in thousands)

1. Basis of Presentation, Description of Business and Summary of Significant
Accounting Policies

Basis of Presentation and Description of Business

These combined financial statements include the accounts of Charles River
Laboratories Holdings, Inc. ("Holdings"), B&L CRL, Inc. and its subsidiaries,
the assets, liabilities, operations and cash flows of which are held by Bausch &
Lomb, Inc. and affiliated entities as of and for the periods presented in these
financial statements. Holdings is an indirect wholly owned subsidiary of Bausch
& Lomb, Inc. As more fully described in Note 2, on September 29, 1999, B&L CRL,
Inc. consummated a recapitalization transaction that provided for the
contribution of all of its assets, liabilities, results of operations and cash
flows to a subsidiary named Charles River Laboratories, Inc. (the "Company").
Under the recapitalization, the Company became a wholly-owned subsidiary of
Holdings.

Based on the ongoing structure described above and the common ownership and
management of Holdings and the Company as of and during the periods presented in
these financial statements, these financial statements are presented on a
combined basis and include all such assets, liabilities, results of operations
and cash flows of the combined entities. As of the dates and for the periods
presented in these combined financial statements, Holdings has no assets,
liabilities, results of operations or cash flows. Hereafter, Holdings and the
Company are referred to collectively as "Holdings". Prior to August 31, 1999,
Holdings was named Endosafe, Inc.

Holdings is a commercial producer and supplier of animal research models
for use in the discovery, development and testing of pharmaceuticals. In
addition, Holdings is a supplier of biomedical products and services in several
specialized niche markets. Holdings fiscal year is the twelve month period
ending the last Saturday in December.

Principles of Consolidation

Use of Estimates

Cash and Cash Equivalents

Cash equivalents include time deposits and highly liquid investments with
remaining maturities at the purchase date of three months or less.

Inventories

F-37

<PAGE>

CHARLES RIVER LABORATORIES HOLDINGS, INC. AND
CHARLES RIVER LABORATORIES, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (continued)
(dollars in thousands)

Property, Plant and Equipment

Intangible Assets

Intangible assets are amortized on a straight-line basis over periods
ranging from eight to 20 years. Intangible assets consist primarily of goodwill,
patents and non-compete agreements.

Other Assets

Impairment of Long-Lived Assets

Holdings evaluates long-lived assets and intangibles whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. An impairment loss would be recognized when estimated
undiscounted future cash flows expected to result from the use of the asset and
its eventual disposal are less than its carrying amount. In such instances, the
carrying value of long-lived assets is reduced to the estimated fair value, as
determined using an appraisal or discounted cash flow, as appropriate.

Stock-Based Compensation Plans

As permitted under Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" (FAS 123), Holdings accounts for its
stock-based compensation plans using the intrinsic value method prescribed by
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" (APB 25).

Revenue Recognition

Fair Value of Financial Instruments

The carrying amount of Holdings' significant financial instruments, which
includes accounts receivable and debt, approximate their fair values at December
26, 1998 and December 27, 1997.

Income Taxes

As of December 26, 1998, Holdings was not a separate taxable entity for
federal, state or local income tax purposes and its results of operations were
included in the consolidated Bausch & Lomb tax returns. Holdings accounts for
income

F-38

<PAGE>

CHARLES RIVER LABORATORIES HOLDINGS, INC. AND
CHARLES RIVER LABORATORIES, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (continued)
(dollars in thousands)

taxes under the separate return method in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" (FAS
109).

Foreign Operations

Concentrations of Credit Risk

Financial instruments that potentially subject Holdings to concentrations
of credit risk consist primarily of trade receivables from customers within the
pharmaceutical and biomedical industries. As these industries have experienced
significant growth and its customers are predominantly well-established and
viable, Holdings believes its exposure to credit risk to be minimal.

Comprehensive Income

Holdings adopted Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income," (FAS 130) at the beginning of 1998. As it
relates to Holdings, comprehensive income is defined as net income plus the sum
of currency translation adjustments and the change in minimum pension liability
(collectively, other comprehensive income), and is presented in the Consolidated
Statement of Changes in Shareholder's Equity.

Segment Reporting

During 1998, Holdings adopted Statement of Financial Accounting Standards
No. 131, "Disclosures About Segments of an Enterprise and Related Information"
(FAS 131), which requires financial and descriptive information about an
enterprise's reportable operating segments. Operating segments are components of
an enterprise about which separate financial information is available and
regularly evaluated by the chief operating decision maker in deciding how to
allocate resources and in assessing performance. Holdings operates in two
business segments, research models and biomedical products and services.

Earnings per Share

As more fully described under the Basis of Presentation and Description of
Business section of Note 1, the accompanying combined financial statements
include the combined capital structure of Holdings and the Company which is
significantly different than the capital structure of Holdings immediately after
the Recapitalization Transaction. Further, the combined financial statements
include operations of certain Bausch & Lomb, Inc. entities that were contributed
to the Company as part of the recapitalization which were not historically
supported by the combined capital structure referred to above. As a result, the
presentation of historical earnings per share data for Holdings would not be
meaningful and has not been presented herein.

Reclassifications

Some amounts in prior year financial statements and related notes have been
changed to conform with current year presentation.

F-39

<PAGE>

CHARLES RIVER LABORATORIES HOLDINGS, INC. AND
CHARLES RIVER LABORATORIES, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (continued)
(dollars in thousands)

2. Subsequent Events

On September 29, 1999 CRL Acquisition LLC, an affiliate of DLJ Merchant
Banking Partners II, L.P., consummated a transaction in which it acquired 87.5%
of the common stock of Charles River Laboratories, Inc. (the "Company") from
Bausch & Lomb for approximately $443 million. This transaction was effected
through Charles River Laboratories Holdings, Inc. ("Holdings"), a holding
company with no operations or assets other than its ownership of 100% of the
Company's outstanding stock. This transaction will be accounted for as a
leveraged recapitalization, which will have no impact on the historical basis of
Holdings' assets and liabilities. In addition, concurrent with the transaction,
Holdings purchased all of the outstanding shares of common stock of SBI
Holdings, Inc. ("Sierra"), a pre-clinical biomedical services company, for $24.0
million. This acquisition will be accounted for as a purchase business
combination with the operating results of Sierra being included in Holdings'
consolidated operating results beginning on the effective date of the
acquisition. These transactions are hereafter referred to as the "Acquisitions".

The Acquisitions and related transaction fees and expenses were funded as
follows:

o borrowings by the Company of $162.0 million under a new senior secured
credit facility;

o an equity investment of $92.4 million in Holdings;

o senior discount debentures with warrants issued by Holdings for $37.6
million; and

o subordinated discount note issued by Holdings to Bausch & Lomb for
$43.0 million.

F-40

<PAGE>

CHARLES RIVER LABORATORIES HOLDINGS, INC. AND
CHARLES RIVER LABORATORIES, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (continued)
(dollars in thousands)

Holdings representing approximately 5.0% of the common stock of Holdings on a
fully diluted basis on the closing date (assuming exercise of all outstanding
warrants). The warrants will be exercisable on or after October 1, 2001 and will
expire on October 1, 2009.

3. Restructuring Charges and Asset Impairments

In June 1996 and April 1997, the Bausch & Lomb board of directors approved
plans to restructure portions of Holdings. As a result, pre-tax restructuring
charges of $4,748 and $5,892 were recorded in 1996 and 1997, respectively.
The major components of the plans are summarized in the table below:

1996 1997
---------- ----------
Employee separations................................$ 2,283 $ 3,200
Asset writedowns.................................... 1,631 2,157
Other............................................... 834 535
---------- ----------
$ 4,748 $ 5,892
========== ==========

These restructuring efforts have reduced Holdings' fixed cost structure and
realigned the business to meet its strategic objectives through the closure,
relocation and combining of breeding, distribution, sales and administrative
operations, and workforce reductions. Some severance costs are being paid over
periods greater than one year. Further, Holdings is under a court order issued
in June 1997 to relocate its primate operations from two islands located in the
Florida Keys to Miami, Florida. Also, Holdings is required to refoliate the
islands due to damage caused by the primates. Due to complications arising
within the plan to relocate the primates, the relocation has taken longer than
anticipated to complete, as the primates needed to be moved in a controlled
manner in order to minimize mortality and breeding disruption. Asset writedowns
relate primarily to the closing of facilities and losses resulting from
equipment dispositions. Other charges included miscellaneous costs and other
commitments.

The following table sets forth the activity in the restructuring reserves
through December 26, 1998:

Restructuring Programs
---------------------------------------
1996 1997 Total
--------- -------- ---------
Restructuring provision............ $ 4,748 -- $ 4,748
Cash payments...................... (3,117) -- (3,117)
Asset write-downs.................. (1,631) -- (1,631)
--------- -------- ---------
Balance, December 28, 1996...... -- -- --
Restructuring provision............ -- 5,892 5,892
Cash payments ..................... -- (1,725) (1,725)
Asset write-downs.................. -- (1,435) (1,435)
--------- -------- ---------
Balance, December 27, 1997...... -- 2,732 2,732
Cash payments...................... -- (897) (897)
Asset write-downs.................. -- (722) (722)
--------- -------- ---------
Balance, December 26, 1998...... $ -- $ 1,113 $ 1,113
========= ======== =========

F-41

<PAGE>

CHARLES RIVER LABORATORIES HOLDINGS, INC. AND
CHARLES RIVER LABORATORIES, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (continued)
(dollars in thousands)

4. Supplemental Balance Sheet Information

The composition of inventories is as follows:

December 27, December 26,
1997 1998
------------ ------------
Raw materials and supplies..........................$ 5,222 $ 4,932
Work in process..................................... 379 1,088
Finished products................................... 23,303 24,711
------------ ------------
Inventories......................................$ 28,904 $ 30,731
============ ============

The composition of property, plant and equipment is as follows:

December 27, December 26,
1997 1998
------------ ------------
Land................................................$ 7,473 $ 7,783
Buildings........................................... 82,963 90,919
Machinery and equipment............................. 63,192 74,876
Leasehold improvements.............................. 1,033 3,063
Furniture and fixtures.............................. 1,383 1,532
Vehicles............................................ 2,864 3,006
Construction in progress............................ 8,483 6,176
------------ ------------
167,391 187,355
Less accumulated depreciation....................... (90,502) (104,665)
------------ ------------
Net property, plant and equipment................$ 76,889 $ 82,690
============ ============

5. Long-Term Debt

6. Leases

Capital Leases

December 27, December 26,
1997 1998
------------ ------------
Building............................................$ 2,001 $ 2,001
Equipment...........................................$ 179 $ 179

F-42

<PAGE>

CHARLES RIVER LABORATORIES HOLDINGS, INC. AND
CHARLES RIVER LABORATORIES, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (continued)
(dollars in thousands)

December 27, December 26,
1997 1998
------------ ------------
Accumulated depreciation............................ (1,213) (1,457)
------------ ------------
$ 967 $ 723
============ ============

1999...........................................................$ 282
2000........................................................... 282
2001........................................................... 282
2002........................................................... 282
2003........................................................... 534
-----------
Total minimum lease payments................................... 1,662
Less amount representing interest.............................. (530)
-----------
Present value of net minimum lease payments....................$ 1,132
==========

Operating Leases

1999...........................................................$ 3,182
2000........................................................... 2,932
2001........................................................... 1,994
2002........................................................... 1,088
2003........................................................... 488
Thereafter..................................................... 1,690
-----------
$ 11,374
===========

7. Income Taxes

An analysis of the components of income before income taxes and minority
interests and the related provision for income taxes is presented below:

<TABLE>

Fiscal Year Ended
----------------------------------------
December 28, December 27, December 26,
1996 1997 1998
------------ ------------ ------------
<S> <C> <C> <C>

Income before equity in earnings of foreign s
ubsidiaries, income taxes and minority interests
U.S................................................ $ 15,422 $ 13,497 $ 22,364
Non-U.S............................................ 8,967 8,722 13,468
------------ ----------- -----------
</TABLE>

F-43

<PAGE>

CHARLES RIVER LABORATORIES HOLDINGS, INC. AND
CHARLES RIVER LABORATORIES, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (continued)
(dollars in thousands)

Fiscal Year Ended
------------------------------------------
December 28, December 27, December 26,
1996 1997 1998
------------- ------------ ------------
$ 24,389 $ 22,219 $ 35,832
Income tax provision
Current:
Federal.....................$ 5,506 $ 6,202 $ 7,730
Foreign..................... 4,217 2,528 6,171
State and local............. 1,406 1,397 1,833
---------- ---------- ----------
Total current............. 11,129 10,127 15,734
---------- ---------- ----------
Deferred:
Federal..................... (496) (1,867) (597)
Foreign..................... 376 498 (887)
State....................... (120) (259) (127)
---------- ---------- ----------
Total deferred............ (240) (1,628) (1,611)
---------- ---------- ----------
$ 10,889 $ 8,499 $ 14,123
========== ========== ==========

<TABLE>

December 27, 1997 December 26, 1998
-------------------------- ------------------------
Assets Liabilities Assets Liabilities
----------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
Current:
Inventories......................................$ 588 -- $ 827 --
Restructuring accruals........................... 1,584 -- 1,006 --
Employee benefits and compensation............... 2,023 -- 3,077 --
Other accruals................................... 556 -- 522 --
----------- --------- ---------- ---------
4,751 -- 5,432 --
----------- --------- ---------- ---------
Non-current:
Net operating loss and credit carryforwards...... 1,776 -- 2,960 --
Depreciation and amortization.................... 3,326 1,723 3,672 836
Valuation allowance on foreign tax credits....... (1,776) -- (1,766) --
Other............................................ 654 -- 921 --
----------- --------- ---------- ---------
3,980 1,723 5,787 836
----------- --------- ---------- ---------
$ 8,731 $ 1,723 $ 11,219 $ 836
=========== ========= ========== =========

Reconciliations of the statutory U.S. federal income tax rate to effective tax rates are as follows:

Fiscal Year Ended
----------------------------------------
December 28, December 27, December 26,
1996 1997 1998
------------ ------------ ------------
<S> <C> <C> <C>

Tax at statutory U.S. tax rate................................. 35.0% 35.0% 35.0%

F-44

<PAGE>

CHARLES RIVER LABORATORIES HOLDINGS, INC. AND
CHARLES RIVER LABORATORIES, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (continued)
(dollars in thousands)

Fiscal Year Ended
----------------------------------------
December 28, December 27, December 26,
1996 1997 1998
------------ ------------ ------------
Foreign tax rate differences................................... 6.0 (0.1) 1.6
Non-deductible goodwill amortization........................... 0.3 0.4 0.6
State income taxes, net of federal tax benefit................. 3.4 3.3 3.1
Other.......................................................... (0.6) (0.4) (0.8)
---- ---- ----
44.1% 38.2% 39.5%
==== ==== ====
</TABLE>

Holdings' foreign subsidiaries have undistributed earnings at December 26,
1998. Those earnings are considered to be indefinitely reinvested and,
accordingly, no provision for U.S. federal and state income taxes has been
provided thereon. Upon distribution of those earnings in the form of dividends
or otherwise, Holdings would be subject to both U.S. income taxes (subject to an
adjustment for foreign tax credits) and withholding taxes payable to the various
foreign countries. Determination of the amount of unrecognized deferred U.S.
income tax liability is not practicable because of the complexities associated
with its hypothetical calculation.

8. Employee Benefits

Holdings sponsors one defined contribution plan and two defined benefit
plans. Holdings' defined contribution plan ("Charles River Laboratories Employee
Savings Plan") qualifies under section 401(k) of the Internal Revenue Code. It
covers substantially all U.S. employees and contains a provision whereby
Holdings matches two percent of employee contributions up to four percent. The
costs associated with the defined contribution plan totaled $395, $416 and $498
in 1996, 1997, and 1998, respectively.

Under another defined benefit plan, Holdings provides some executives with
supplemental retirement benefits. This plan (Executive Supplemental Life
Insurance Retirement Plan or ESLIRP) is generally unfunded and non-qualified
under the provisions of the Employee Retirement Income Securities Act of 1974.

The following table provides reconciliations of the changes in benefit
obligations, fair value of plan assets and funded status of the two defined
benefit plans.

Pension Benefit Plans
-------------------------
1997 1998
---------- ----------
Reconciliation of benefit obligation
Benefit/obligation at beginning of year..........$ 17,570 $ 20,531
Service cost..................................... 804 795
Interest cost.................................... 1,413 1,588
Benefit payments................................. (710) (742)
Actuarial loss................................... 1,454 2,940
---------- ----------
Benefit/obligation at end of year................$ 20,531 $ 25,112
========== ==========
Reconciliation of fair value of plan assets
Fair value of plan assets at beginning of year...$ 17,394 $ 19,237
Actual return on plan assets..................... 2,328 7,773

F-45

<PAGE>

CHARLES RIVER LABORATORIES HOLDINGS, INC. AND
CHARLES RIVER LABORATORIES, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (continued)
(dollars in thousands)

Pension Benefit Plans
-------------------------
1997 1998
---------- ----------
Employer contributions........................... 225 225
Benefit payments................................. (710) (742)
---------- ----------
Fair value of plan assets at end of year.........$ 19,237 $ 26,493
========== ==========
Funded status
Funded status at beginning of year...............$ (1,294) $ 1,380
Unrecognized transition obligation............... 705 564
Unrecognized prior-service cost.................. (31) (27)
Unrecognized gain................................ (4,331) (7,178)
---------- ----------
Accrued benefit (cost)...........................$ (4,951) $ (5,261)
========== ==========
Amounts recognized in the consolidated balance sheet
Accrued benefit cost.............................$ (6,945) $ (7,849)
Intangible asset................................. 358 286
Accumulated other comprehensive income........... 982 1,381
---------- ----------
Net amount recognized............................$ (5,605) $ (6,182)
========== ==========

Key weighted-average assumptions used in the measurement of Holdings'
benefit obligations are shown in the following table:

Fiscal Year Ended
----------------------------------------
December 28, December 27, December 26,
1996 1997 1998
------------ ------------ ------------
Discount rate.......................... 7.75% 7.5% 7%
Expected return on plan assets......... 10% 10% 10%
Rate of compensation increase.......... 5.0% 4.75% 4.75%

The following table provides the components of net periodic benefit cost
for the two defined benefit plans for 1996, 1997 and 1998:

Defined benefit Plans
-----------------------------
1996 1997 1998
-------- -------- --------
Components of net periodic benefit cost
Service cost...................................$ 690 $ 804 $ 795
Interest cost.................................. 1,236 1,413 1,588
Expected return on plan assets................. (1,463) (1,717) (1,901)
Amortization of transition obligation.......... 141 141 141
Amortization of prior-service cost............. (3) (3) (3)
Amortization of net gain....................... (189) (172) (85)
-------- -------- --------
Net periodic benefit cost......................$ 412 $ 466 $ 535
======== ======== ========

F-46

<PAGE>

CHARLES RIVER LABORATORIES HOLDINGS, INC. AND
CHARLES RIVER LABORATORIES, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (continued)
(dollars in thousands)

Holdings had an adjusted minimum pension liability of $1,636 ($982, net of
tax) and $2,302 ($1,381, net of tax) as of December 27, 1997 and December 26,
1998, which represented the excess of the minimum accumulated net benefit
obligation over previously recorded pension liabilities.

9. Stock Compensation Plans

Stock Options

Bausch & Lomb sponsors several stock-based compensation plans in which
Holdings employees participate. Stock options vest ratably over three years and
expire ten years from the grant date. The exercise price on all options issued
has been equal to the fair market value of the underlying security on the date
of the grant. Vesting is contingent upon continued employment with Bausch &
Lomb. The total number of shares available for grant in each calendar year for
all plans combined excluding incentive stock options shall be no greater than
three percent of the total number of outstanding shares of common stock as of
the first day of each such year. No more than six million shares are available
for granting purposes as incentive stock options under Bausch & Lomb's current
plan. As of December 26, 1998, 2.5 million shares remain available for such
grants.

All of Bausch & Lomb's stock-based compensation plans are accounted for
under the provisions of APB 25. Under APB 25, because the exercise price of
Holdings' employee stock options equals the market price of the underlying stock
on the date of grant, no compensation expense is recognized.

Pro forma information regarding net income is required by FAS 123, which
also requires that the information be determined as if Holdings has accounted
for its employee stock options granted subsequent to December 31, 1994 under the
fair value method of that Statement.

1996 1997 1998
------ ------ ------
Risk-free interest rate...................... 6.11% 5.66% 4.69%
Dividend yield............................... 2.42% 2.54% 2.48%
Volatility factor............................ 24.87% 25.17% 25.67%
Weighted average expected life (years)....... 5 5 4

The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions including the expected stock price
volatility. Because Bausch & Lomb's employee stock options have characteristics
significantly different from those of traded options, and because changes in the
subjective input assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options.

Had compensation expense for Holdings' portion of fixed options been
determined consistent with FAS 123, the Company's net income would have been
reduced to the pro forma amounts indicated below:

Net Income
--------------------------
As Reported Pro Forma
----------- -----------
1998............................................... $ 23,378 $ 22,859

F-47

<PAGE>

CHARLES RIVER LABORATORIES HOLDINGS, INC. AND
CHARLES RIVER LABORATORIES, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (continued)
(dollars in thousands)

Net Income
--------------------------
As Reported Pro Forma
----------- -----------
1997................................................ 15,340 15,021
1996................................................ 15,245 15,042

A summary of the status of Holdings' portion of fixed stock option plans at
year end 1996, 1997 and 1998 is presented below:

<TABLE>

The following presents additional information about Holdings' fixed stock
options outstanding at December 26, 1998:

<TABLE>

Options Outstanding Options Exercisable
----------------------------------------- -----------------------------
Weighted
Average Weighted Weighted
Remaining Average Average
Number Contractual Exercise Price Number Exercise Price
Range of Exercise Price Per Share Outstanding Life (Years) (Per Share) Exercisable (Per Share)
- --------------------------------- ----------- ------------ -------------- ----------- ---------------
<S> <C> <C> <C> <C> <C>
$26 to $35............................. 52,990 6.3 $34.78 39,726 $ 34.60
$36 to $45............................. 131,413 7.3 41.35 81,577 40.88
$46 to $55............................. 140,748 7.5 49.90 54,793 48.26
------- -------
$26 to $55............................. 325,151 7.2 43.98 176,096 41.76
======= =======
</TABLE>

Stock Awards

F-48

<PAGE>

CHARLES RIVER LABORATORIES HOLDINGS, INC. AND
CHARLES RIVER LABORATORIES, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (continued)
(dollars in thousands)

at weighted average market values of $35.92, $42.25 and $51.63 per share,
respectively. The compensation expense relating to stock awards in 1996, 1997
and 1998 was $24, $84 and $333, respectively.

10. Business Acquisitions

Holdings acquired several businesses during the three-year period ended
December 26, 1998. All acquisitions have been accounted for under the purchase
method of accounting. The results of operations of the acquired business are
included in the consolidated financial statements from the date of acquisition.

Significant acquisitions include the following:

On March 30, 1998, Holdings acquired 100% of the outstanding stock of
Tektagen, Inc. ("Tektagen") for $8,000 and assumed debt equal to approximately
$850. Tektagen provides quality control testing and consulting services to the
biotechnology and pharmaceutical industries. The purchase price exceeded the
fair value of the net assets acquired by approximately $6,600, which is being
amortized on a straight line basis over 15 years. In addition, during 1998
Holdings acquired an additional biomedical service business and one research
model business; the impact of each is considered immaterial to Holdings'
financial statements taken as a whole.

On July 31, 1996, Holdings reacquired the assets of two businesses it
previously owned for approximately $1,100 in cash plus the forgiveness of
approximately $5,800 in debt. These businesses represent substantially all of
the Company's primate operations. The purchase price was allocated to the fair
value of net assets acquired.

The following selected unaudited pro forma consolidated results of
operations are presented as if each of the acquisitions had occurred as of the
beginning of the period immediately preceding the period of acquisition after
giving effect to some adjustments for the amortization of goodwill and related
income tax effects. The pro forma data is for informational purposes only and
does not necessarily reflect the results of operations had the companies
operated as one during the period. No effect has been given for synergies, if
any, that may have been realized through the acquisitions.

In addition, during 1997 and 1998 Holdings made contingent payments of $640
and $681, respectively, to the former owner of an acquired business in
connection with an additional purchase price commitment.

11. Joint Ventures

Holdings holds investments in several joint ventures. These joint ventures
are separate legal entities whose purpose is consistent with the overall
operations of Holdings and represent geographical expansions of existing
Holdings markets. The financial results of two of the joint ventures are
consolidated into Holdings' results as Holdings has the ability to exercise
control over these entities. The interests of the outside joint venture partners
in these two joint ventures has been recorded as minority interests totaling
$290 at December 27, 1997 and $306 at December 26, 1998.

Holdings also has investments in two other joint ventures that are
accounted for on the equity method as Holdings does not have the ability to
exercise control over the operations. Charles River Japan is a 50 /50 joint
venture with Ajinomoto Co., Inc. and is an extension of Holdings' research model
business in Japan. Dividends received from Charles

F-49

<PAGE>

CHARLES RIVER LABORATORIES HOLDINGS, INC. AND
CHARLES RIVER LABORATORIES, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (continued)
(dollars in thousands)

River Japan amounted to $725 in 1996, $773 in 1997, and $681 in 1998. Charles
River Mexico, a joint venture which is an extension of Holdings' avian business
in Mexico, is not significant to the Company's operations.

Summarized financial statement information for the unconsolidated joint
ventures is as follows:

12. Commitments and Contingencies

Insurance

Holdings maintains insurance for workers' compensation, auto liability and
general liability. The per claim loss limits are $250, with annual aggregate
loss limits of $1,500. Related accruals were $849 and $2,363 on December 27,
1997 and December 26, 1998, respectively. Separately, Holdings has provided
three letters of credit in favor of the insurance carriers in the amount of
$825.

Litigation

Various lawsuits, claims and proceedings of a nature considered normal to
its business are pending against Holdings. In the opinion of management, the
outcome of such proceedings and litigation currently pending will not materially
affect Holdings' consolidated financial statements. The most potentially
significant claim is described below.

As discussed in Note 3, Holdings is currently under a court order issued in
June 1997 to remove its primate operations from two islands located in the
Florida Keys. The mandate asserts that Holdings' operations have contributed to
the defoliation of some protected plant life. Reserves of $500 are included in
the restructuring reserve recorded in the accompanying consolidated financial
statements to provide for relocation costs and any exposures in connection with
the refoliation.

F-50

<PAGE>

CHARLES RIVER LABORATORIES HOLDINGS, INC. AND
CHARLES RIVER LABORATORIES, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS (continued)
(dollars in thousands)

13. Related Party Transactions

Holdings historically has operated autonomously from Bausch & Lomb.
However, some costs and expenses including insurance, information technology and
other miscellaneous expenses were charged to the Company on a direct basis.
Management believes these charges are based upon assumptions that are reasonable
under the circumstances. However, these charges and estimates are not
necessarily indicative of the costs and expenses which would have resulted had
Holdings incurred these costs as a separate entity. Charges of approximately
$460, $470 and $250 for these items are included in costs of products sold and
services rendered and selling, general and administrative expense in the
accompanying consolidated statements of income for the years ended 1996, 1997
and 1998, respectively. Holdings does not expect the estimated stand alone costs
to be significantly different from the historical costs allocated by B&L due to
the autonomy with which Holdings operates.

14. Geographic and Business Segment Information

Holdings is organized into geographic regions for management reporting with
operating income being the primary measure of regional profitability. Some
general and administrative expenses, including some centralized services
provided by regional offices, are allocated based on business segment sales. The
accounting policies used to generate geographic results are the same as
Holdings' overall accounting policies.

The following table presents sales and other financial information by
geography for the years 1996, 1997 and 1998. Included in the other non-U.S.
category below are Holding's operations located in Canada, China, Germany,
Italy, Netherlands, United Kingdom, Australia, Belgium, Czech Republic, Hungary,
Spain and Sweden. Sales to unaffiliated customers represent net sales
originating in entities physically located in the identified geographic area.
Long-lived assets include property, plant and equipment, goodwill and
intangibles, other investments and other assets.

<TABLE>

Other
U.S. France Non U.S. Consolidated
--------- --------- ---------- ------------
<S> <C> <C> <C> <C>

Sales to unaffiliated customers.... $ 115,639 $ 26,177 $ 51,485 $ 193,301
Long-lived assets.................. 76,289 12,751 23,745 112,785
</TABLE>

Holdings' product line segments are research models and biomedical products
and services. The following table presents sales and other financial information
by product line segment for the fiscal years 1996, 1997 and 1998. Sales to
unaffiliated customers represent net sales originating in entities primarily
engaged in either provision of research models or biomedical products and
services. Long-lived assets include property, plant and equipment, goodwill and
intangibles; other investments; and other assets.

1996 1997 1998
----------- ----------- -----------
Research models
Net sales........................... $ 121,262 $ 125,214 $ 134,590

F-51

<PAGE>

1996 1997 1998
----------- ----------- -----------
Operating income.................... 24,080 19,583 30,517
Total assets ....................... 162,201 157,915 180,139
Depreciation and amortization ...... 5,351 5,297 5,534
Capital expenditures ............... 6,119 6,178 8,127
Biomedical products and services
Net sales .......................... $ 34,342 $ 45,499 $ 58,711
Operating income ................... 3,264 6,496 11,117
Total assets ....................... 34,780 38,296 53,271
Depreciation and amortization ...... 4,177 4,406 5,361
Capital expenditures ............... 5,453 5,694 3,782

A reconciliation of segment operating income to consolidated operating
income is as follows:

A summary of identifiable long-lived assets of each business segment at
year end is as follows:

F-52

<PAGE>

CHARLES RIVER LABORATORIES HOLDINGS, INC. AND
CHARLES RIVER LABORATORIES, INC.
COMBINED STATEMENTS OF INCOME (UNAUDITED)
(dollars in thousands)

Nine Months Ended
-----------------------------
September 26, September 25,
1998 1999
------------- -------------
Net sales related to products.......................$ 128,478 $ 139,269
Net sales related to services....................... 17,041 21,827
------------ ------------
Total net sales..................................... 145,519 161,096
Costs and expenses
Cost of products sold............................ 80,067 84,557
Cost of services provided........................ 10,974 12,673
Selling, general and administrative.............. 25,202 29,414
Amortization of goodwill and intangibles......... 1,036 1,114
------------ ------------
Operating income.................................... 28,240 33,338
Other income (expense)
Other income..................................... -- 1,441
Interest income.................................. 659 496
Interest expense................................. (311) (207)
Loss from foreign currency, net.................. (127) (143)
------------ ------------
Income before income taxes, minority interests and
earnings from equity investments................. 28,461 34,925
Provision for income taxes.......................... 11,280 16,903
------------ ------------
Income before minority interests and earnings from
equity investments............................... 17,181 18,022
Minority interests.................................. (8) (10)
Earnings from equity investments.................... 1,286 1,940
------------ ------------
Net income..........................................$ 18,459 $ 19,952
============ ============

See Notes to Combined Financial Statements.

F-53

<PAGE>

CHARLES RIVER LABORATORIES HOLDINGS, INC. AND
CHARLES RIVER LABORATORIES, INC.
COMBINED BALANCE SHEET (UNAUDITED)
(dollars in thousands)

September 25,
1999
------------
Assets
Current assets
Cash and cash equivalents.................................... $ 3,457
Trade receivables, less allowances of $854................... 33,820
Inventories.................................................. 28,577
Deferred income taxes........................................ 5,432
Due from affiliates.......................................... 966
Other current assets......................................... 5,051
-----------
Total current assets....................................... 77,303
Property, plant and equipment, net.............................. 79,349
Goodwill and other intangibles, less accumulated
amortization of $6,960........................................ 16,212
Investments in affiliates....................................... 19,385
Other assets.................................................... 18,122
-----------
Total assets............................................... $ 210,371
===========
Liabilities and shareholder's equity
Current liabilities
Current portion of long-term debt............................ $ 166
Current portion of capital lease obligations................. 167
Accounts payable............................................. 5,992
Accrued compensation......................................... 11,015
Accrued ESLIRP............................................... 5,845
Deferred income.............................................. 4,550
Accrued restructuring........................................ 354
Accrued liabilities.......................................... 12,410
Accrued income taxes......................................... 16,208
Total current liabilities.................................. 56,707
Long-term debt.................................................. --
Capital lease obligations....................................... 700
Other long-term liabilities..................................... 3,706
Total liabilities.......................................... 61,113
Commitments and contingencies (Note 3)
Minority interests.............................................. 293
Shareholder's equity
Common stock, par value $1 per share, 1,000 shares issued....... 1
Capital in excess of par value.................................. 17,836
Retained earnings............................................... 142,422
Accumulated other comprehensive income.......................... (11,294)
-----------
Total shareholder's equity................................. 148,965
-----------
Total liabilities and shareholder's equity.............. $ 210,371
===========

See Notes to Combined Financial Statements.

F-54

<PAGE>

CHARLES RIVER LABORATORIES HOLDINGS, INC. AND
CHARLES RIVER LABORATORIES, INC.
COMBINED STATEMENTS OF CASH FLOWS (UNAUDITED)
(dollars in thousands)

<TABLE>

Nine Months Ended
------------------------------
September 26, September 25,
1998 1999
------------- -------------
<S> <C> <C>

Cash flows relating to operating activities
Net income...................................................................$ 18,459 $ 19,952
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization............................................. 7,932 8,701
Provision for doubtful accounts........................................... 248 13
Gain from sale of facilities.............................................. (1,441)
Earnings from equity investments.......................................... (1,286) (1,940)
Minority interests........................................................ 8 10
Deferred income taxes..................................................... (634) --
Stock compensation expense................................................ 159 124
Property, plant, and equipment write downs................................ -- 324
Change in assets and liabilities
Trade receivables......................................................... (3,298) (3,022)
Inventories............................................................... (683) 1,232
Due from affiliates....................................................... 153 (264)
Other current assets...................................................... (1,255) (2,115)
CVS of life insurance..................................................... (3,585) (439)
Other assets.............................................................. (464) (510)
Accounts payable.......................................................... 910 (4,767)
Accrued compensation...................................................... 1,640 (605)
Accrued ESLIRP............................................................ 519 688
Deferred income........................................................... 671 1,130
Accrued restructuring..................................................... (1,425) (759)
Accrued liabilities....................................................... 1,687 1,079
Accrued income taxes...................................................... 4,259 2,211
Other long-term liabilities............................................... (529) (50)
------------ ------------
Net cash provided by operating activities............................... 23,486 19,552
------------ ------------
Cash flows relating to investing activities
Dividends received from equity investments................................... 681 815
Proceeds from sale of facilities -- 1,860
Capital expenditures......................................................... (5,834) (7,426)
Cash paid for acquisition of businesses...................................... (9,114) 0
------------ ------------
Net cash used in investing activities................................... (14,267) (4,751)
------------ ------------
Cash flows relating to financing activities
Proceeds from long-term debt................................................. 171 --
Payments on long-term debt................................................... (1,120) (312)
Payments on capital lease obligations........................................ (94) (90)
Net activity with Bausch & Lomb.............................................. (1,369) (34,152)
------------ ------------
Net cash used in financing activities................................... (2,412) (34,554)
------------ ------------
Effect of exchange rate changes on cash and cash equivalents.................... 462 (1,601)
------------ ------------
Net change in cash and cash equivalents......................................... 7,269 (21,354)
------------ ------------

See Notes to Combined Financial Statements.

F-55

<PAGE>

Cash and cash equivalents, beginning of year.................................... 17,915 24,811
------------ ------------
Cash and cash equivalents, end of year..........................................$ 25,184 $ 3,457
============ ============
Supplemental cash flow information
Cash paid for taxes..........................................................$ 2,202 $ 3,316
Cash paid for interest....................................................... 161 207
</TABLE>

See Notes to Combined Financial Statements.

F-56

<PAGE>

CHARLES RIVER LABORATORIES HOLDINGS, INC. AND
CHARLES RIVER LABORATORIES, INC.
NOTES TO INTERIM COMBINED FINANCIAL STATEMENTS - (UNAUDITED)
(dollars in thousands)

1. Basis of Presentation

The combined balance sheet at September 25, 1999 and the combined
statements of income and of cash flows for the nine months ended September 26,
1998 and September 25, 1999 are unaudited, and some information and footnote
disclosure related thereto normally included in financial statements prepared in
accordance with generally accepted accounting principles, have been omitted. In
the opinion of management, the accompanying unaudited consolidated financial
statements were prepared following the same policies and procedures used in the
preparation of the audited financial statements and reflect all adjustments
(consisting of normal recurring adjustments) considered necessary to present
fairly the financial position of Holdings. The results of operations for the
interim periods are not necessarily indicative of the results for the entire
fiscal year.

2. Supplemental Balance Sheet Information

The composition of inventories is as follows:

September 25,
1999
-------------
Raw materials and supplies....................................$ 4,228
Work in process............................................... 988
Finished products............................................. 23,361
-------------
Net inventories...............................................$ 28,577
=============

The composition of property, plant and equipment is as follows:

September 25,
1999
-------------
Land..........................................................$ 7,329
Buildings..................................................... 89,014
Machinery and equipment....................................... 76,648
Leasehold improvements........................................ 3,746
Furniture and fixtures........................................ 1,595
Vehicles...................................................... 2,843
Construction in progress...................................... 6,434
187,609
Less accumulated depreciation................................. (108,260)
------------
Net property, plant and equipment.............................$ 79,349
============

3. Commitments and Contingencies

Litigation

F-57

<PAGE>

CHARLES RIVER LABORATORIES HOLDINGS, INC. AND
CHARLES RIVER LABORATORIES, INC.
NOTES TO INTERIM COMBINED FINANCIAL STATEMENTS - (UNAUDITED)
(dollars in thousands)
(continued)

Holdings is currently under a court order issued June 1997 to remove its
primate operations from two islands located in the Florida Keys. The mandate
asserts that Holdings' operations have contributed to the defoliation of some
protected plant life. Reserves of $218 are included in the restructuring reserve
recorded in the accompanying consolidated financial statements to provide for
any exposures in connection with the relocation and refoliation.

4. Business Segment Information

<TABLE>

1998 1999
------------ -------------
<S> <C> <C>

Research models
Net sales....................................... $ 103,205 $ 109,177
Operating income................................ 26,281 27,977
Total assets.................................... 182,761 157,284
Depreciation and amortization................... 5,738 6,044
Capital expenditures............................ 4,112 4,282
Biomedical products and services
Net sales....................................... $ 42,314 $ 51,919
Operating income................................ 7,347 11,553
Total assets.................................... 39,331 53,087
Depreciation and amortization................... 2,194 2,657
Capital expenditures............................ 1,722 3,144
</TABLE>

A reconciliation of segment operating income to consolidated operating
income is as follows:

1998 1999
------------ ----------
Total segment operating income................. $ 33,628 $ 39,530
Unallocated corporate overhead................. (5,388) (6,192)
------------ ----------
Consolidated operating income.................. $ 28,240 $ 33,338
============ ==========

5. Comprehensive Income

The components of comprehensive income for the nine-month periods ended
September 26, 1998 and September 25, 1999 are set forth below:

1998 1999
------------ ----------
Net income $ 18,459 $ 19,952
Foreign currency translation 20 (4,940)
----------- ----------
Comprehensive income $ 18,479 $ 15,012
=========== ==========

F-58

<PAGE>

CHARLES RIVER LABORATORIES HOLDINGS, INC. AND
CHARLES RIVER LABORATORIES, INC.
NOTES TO INTERIM COMBINED FINANCIAL STATEMENTS - (UNAUDITED)
(dollars in thousands)
(continued)

6. Other Income

During the nine months ended September 25, 1999, Holdings recorded a gain
of $1.4 million on the sale of some facilities located in Florida and The
Netherlands.

7. Restructuring Reserve

During the nine months ended September 25, 1999, Holdings charged
approximately $759 against the restructuring reserve for costs previously
reserved for. As of September 25, 1999, the remaining restructuring reserve
amounted to $354, comprised primarily of scheduled severance payments and
relocation and refoliation costs. Such payments will be substantially complete
by the end of the year.

8. Subsequent Events

The Acquisitions and related transaction fees and expenses were funded as
follows:

o borrowings by the Company of $162.0 million under a new senior
secured credit facility;

o an equity investment of $92.4 million in Holdings;

o senior discount debentures with warrants issued by Holdings for
$37.6 million; and

o subordinated discount note issued by Holdings to Bausch & Lomb for
$43.0 million.

F-59

<PAGE>

in arrears commencing on December 30, 1999. A commitment fee in an amount equal
to 0.50% per annum on the daily average unused portion of the revolving credit
facility will be paid quarterly in arrears. Upon the occurrence of a change in
control, as defined, the issuer will be obligated to make an offer to each
holder of the Notes to repurchase all or any part of such holders' Notes at an
offer price in cash equal to 101% of the principal amount thereof, plus accrued
and unpaid interest. Restrictions under the Notes include some sales of assets,
some payments of dividends and incurrence of debt, and limitations on some
mergers and transactions with affiliates. With respect to the Notes and the
senior secured credit facility, the Company will be required to maintain some
financial ratios and covenants. The senior discount debentures with warrants
bear interest at 15.5% and mature on October 1, 2010. The subordinated discount
note bears interest at 12.0% in years one through five and at 15% in years six
through eleven, and mature on September 29, 2010.

Each warrant will entitle the holder, subject to some conditions, to
purchase 3.942 shares of common stock of Holdings at an exercise price of $10.00
per share of common stock of Holdings, subject to adjustment under some
circumstances. Upon exercise, the holders of warrants would be entitled, in the
aggregate, to purchase common stock of Holdings representing approximately 5.0%
of the common stock of Holdings on a fully diluted basis on the closing date
(assuming exercise of all outstanding warrants). The warrants will be
exercisable on or after October 1, 2001 and will expire on October 1, 2009.

9. Dividends from Foreign Subsidiaries

During the nine months ended September 25, 1999, cash dividends totaling
$20,662 were remitted to Holdings from several of its foreign subsidiaries.
Under the terms of the transaction more fully described in Note 8, such
dividends were, in turn, remitted by Holdings to B&L. As the related amounts had
previously been considered permanently reinvested in the foreign jurisdictions,
Holdings was required to provide additional taxes upon their repatriation to the
United States. In addition, during the nine months ended September 25, 1999, an
election was made by B&L to treat some foreign entities as branches for United
States income tax purposes. As a result, all previously untaxed accumulated
earnings of such entities became immediately subject to tax in the United
States. The receipt of the cash dividends from the foreign subsidiaries and the
foreign tax elections made resulted in incremental United States taxes of
$1,974, net of foreign tax credits, during the nine months ended September 25,
1999.

F-60

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following is an itemization of all estimated expenses incurred or
expected to be incurred by the Registrant in connection with the issuance and
distribution of the securities being registered hereby, other than underwriting
discounts and commissions.

Item Amount
- ---- ------------
SEC Registration Fee................................ $ 791.00
Printing and Engraving Costs........................ 100,000.00
Legal Fees and Expenses............................. 100,000.00
Accounting Fees and Expenses........................ 50,000.00
Miscellaneous....................................... 50,000,000
-------------
Total............................................ $ 300,000,000
=============

ITEM 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

The certificate of incorporation of Holdings contains a provision
eliminating or limiting director liability to the company and its stockholders
for monetary damages arising from acts or omissions in the director's capacity
as a director. This provision may not, however, eliminate or limit the personal
liability of a director:

o for any breach of such director's duty of loyalty to the company or
its stockholders;

o for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;

o under the Delaware statutory provision making directors personally
liable, under a negligence standard, for unlawful dividends or
unlawful stock purchases or redemptions; or

o for any transaction from which the director derived an improper
personal benefit.

As a result of this provision, the ability of the company, or a stockholder
thereof, to successfully prosecute an action against a director for breach of
his duty of care is limited. However, the provision does not affect the
availability of equitable remedies such as an injunction or rescission based
upon a director's breach of his duty of care. The SEC has taken the position
that the provision will have no effect on claims arising under the federal
securities laws.

In addition, the certificate of incorporation of Holdings provides for
mandatory indemnification rights, subject to limited exceptions, to any director
or executive officer of the company who (because of the fact that he or she is a
director or officer) is involved in a legal proceeding of any nature. Such
indemnification rights include reimbursement for expenses incurred by such
director or officer in advance of the final disposition of such proceeding in
accordance with the applicable corporate law.

Charles River provides insurance from commercial carriers against some
liabilities incurred by the directors and officers of Holdings.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

On September 29, 1999, Charles River Laboratories, Inc. sold 150,000 units
consisting of 13 1/2% notes due 2009 and warrants to purchase 591,366 shares of
common stock of Charles River Laboratories Holdings, Inc. for an aggregate
principal amount of $150,000,000 to Donaldson, Lufkin & Jenrette Securities
Corporation in a private placement in reliance on Section 4(2) under the
Securities Act, at an offering price of $1,000 per unit. On the same day, the
Registrant sold senior discount

II-1

<PAGE>

debentures with other warrants to DLJ Merchant Banking Partners II, L.P. and
other investors for $37.6 million and a subordinated discount note to
subsidiaries of Bausch & Lomb Incorporated for $43 million, each in a private
placement in reliance on Section 4(2) under the Securities Act.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits.

Exhibit
Index
- -------
2.1* Recapitalization Agreement, dated as of July 25, 1999, among
Charles River Laboratories, Inc., Charles River Laboratories
Holding, Inc. (formerly known as Endosafe, Inc.), Bausch & Lomb
Incorporated, and other parties listed therein.

2.2* Amendment No. 1 to Recapitalization Agreement, dated as of
September 29, 1999 by Bausch & Lomb Incorporated and CRL
Acquisition LLC.

3.1.1* Certificate of Incorporation of Charles River Laboratories
Holdings, Inc.

3.1.2* By-laws of Charles River Laboratories Holdings, Inc.

4.1* Warrant Agreement dated as of September 29, 1999 between
Charles River Laboratories Holdings, Inc. and State Street Bank
and Trust Company, as warrant agent.

4.2* Investors' Agreement, dated as of September 29, 1999, among
Charles River Laboratories Holdings, Inc. and the shareholders
named therein.

5.1* Opinion of Davis Polk & Wardwell with respect to the validity
of the securities.

10.3* Credit Agreement, dated as of September 29, 1999, among Charles
River Laboratories, Inc., the various financial institutions
that are or may become parties as lenders thereto, DLJ Capital
Funding, Inc., as lead arranger, sole book runner and
syndication agent for the lenders, Union Bank of California,
N.A., as administrative agent for the lenders, and National City
Bank, as documentation agent for the lenders.

10.4* Indenture, dated as of September 29, 1999 between Charles River
Laboratories, Inc. and the Trustee.

10.5* Purchase Agreement between Charles River Laboratories, Inc. and
Donaldson, Lufkin & Jenrette Securities Corporation as Initial
Purchaser.

10.6** Joint Venture Agreement between Ajinomoto Co., Inc. and Charles
River Breeding Laboratories, Inc. dated June 24, 1981, and
ancillary agreements, amendments and addendums. June 15, 1987
Amendment Agreement, Amending the Joint Venture Agreement.
January 17, 1994 Letter Amendment of Joint Venture Agreement.
August 30, 1996 Addendum to the Joint Venture Agreement. License
and Technical Assistance Agreement CRL Breeding Labs and
Ajinomoto Co., Inc. Amendment Agreement, dated March 24, 1978.

10.7* Merck Primate Supply Agreement between Merck & Co., Inc. and
Charles River Laboratories, Inc. dated September 30, 1994.

10.8* Amended and Restated Stock Purchase Agreement among Charles River
Laboratories, Inc. and SBI Holdings, Inc. and its stockholders
dated September 4, 1999.

10.9** Ground Lease between HIC Associates (Lessor) and Charles
River Laboratories, Inc. (Lessee) dated June 5, 1992; Real
Estate Lease between Charles River Laboratories, Inc. (Landlord)
and Charles River Partners L.P. (Tenant) dated December 22,
1993.

10.10* Amended and Restated Distribution Agreement between Charles River
BRF, Inc., Charles River Laboratories, Inc., Bioculture
Mauritius Ltd. and Mary Ann and Owen Griffiths, dated December
23, 1997.

10.11* Supply Agreement for non-human primates among Sierra Biomedical,
Inc. and Scientific Resources International, Ltd., dated March
18, 1997.

12.1** Computation of Ratio of Earnings to Fixed Charges

12.2** Computation of Ratio of Total Debt to Adjusted EBITDA

12.3** Computation of Ratio of Adjusted EBITDA to Cash Interest Expense

21.1* Subsidiaries of Charles River Laboratories Holdings, Inc.

23.1* Consent of Davis Polk & Wardwell (contained in their opinion
filed as Exhibit 5.1).

II-2

<PAGE>

23.2.1** Consent of PricewaterhouseCoopers LLP for Charles River
Laboratories, Inc.

23.2.2** Consent of Pricewaterhouse Coopers LLP for Charles River
Labororatories Holdings, Inc

24.1* Power of Attorney (Included in Part II of this Registration
Statement under the caption "Signatures").

27.1* Financial Data Schedule for Charles River Laboratories Holdings,
Inc.
- -------------------
* Previously filed.

** Filed herewith.

(b) Financial Statement Schedules.

Schedule II Valuation and Qualifying Accounts

Other schedules are omitted because they are not applicable.

II-3

<PAGE>

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(a) (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

(x) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(y) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.

(z) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at the time
shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant under the provisions described
in Item 510 of Regulation S-K, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy
as expressed in the Act and will be governed by the final
adjudication of such issue.

II-4

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly
caused this amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wilmington, State of Massachusetts, on January
28, 2000.

CHARLES RIVER LABORATORIES HOLDINGS, INC.

By: /s/ Thomas F. Ackerman
-------------------------------------
Thomas F. Ackerman
Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment
has been signed below by the following persons in the capacities and on the
dates indicated.

<TABLE>

Signature Title Date
--------- ----- ----
<S> <C> <C>
* President, Chief Executive Officer (Principal January 28, 2000
- -------------------------------- Executive Officer) and Director
James C. Foster

/s/ Thomas F. Ackerman
- -------------------------------- Chief Financial Officer (Principal Financial January 28, 2000
Thomas F. Ackerman Officer) and Vice President, Finance and
Administration (Principal Accounting Officer)
* Director January 28, 2000
- --------------------------------
Reid S. Perper

* Director January 28, 2000
- --------------------------------
Thompson Dean

* Director January 28, 2000
- --------------------------------
Robert Cawthorn

* Director January 28, 2000
- --------------------------------
Douglas E. Rogers

*By: /s/ Thomas F. Ackerman
- -----------------------------------
Thomas F. Ackerman
Attorney-in-fact
</TABLE>

II-5

<PAGE>

<TABLE>

Schedule II - Valuation and Qualifying Accounts
Charles River Laboratories, Inc.

Allowance for Doubtful Accounts

Balance Charged
at to costs Charged Balance
beginning and to other at end of
of period expenses accounts Description Deductions Descriptions period
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>

(dollars in thousands)
- -------------------------------------------------------------------------------------------------------------------------
For the year ended
December 26, 1998
Allowance for Doubtful Recoveries/
Accounts............. $688 $265 Provision $(55) Write-offs $898
- -------------------------------------------------------------------------------------------------------------------------
For the year ended
December 27, 1997
Allowance for
Doubtful Recoveries/
Accounts............. $568 $192 Provision $(72) Write-offs $688
- -------------------------------------------------------------------------------------------------------------------------
For the year ended
December 28, 1996
Allowance for
Doubtful Recoveries/
Accounts............. $490 $101 Provision $(23) Write-offs $568
- --------------------------------------------------------------------------------------------------------------------------

II-6

<PAGE>

Schedule II - Valuation and Qualifying Accounts
Charles River Laboratories Holdings, Inc. and
Charles River Laboratories, Inc.

Allowance for Doubtful Accounts

(dollars in thousands)
- --------------------------------------------------------------------------------------------------------------------------
For the year ended-
December 26, 1998
Allowance for Doubtful
Accounts............. Recoveries/
$688 $265 Provision $(55) Write-offs $898
- --------------------------------------------------------------------------------------------------------------------------
For the year ended
December 27, 1997
Allowance for
Doubtful Recoveries/
Accounts............. $568 $192 Provision $(72) Write-offs $688
- --------------------------------------------------------------------------------------------------------------------------
For the year ended
December 28, 1996
Allowance for
Doubtful Recoveries/
Accounts............. $490 $101 Provision $(23) Write-offs $568
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

II-7

<PAGE>
INDEX TO EXHIBITS