CHARLES RIVER LABORATORIES HOLDINGS INC, S-1, 2000-04-25

CHARLES RIVER LABORATORIES HOLDINGS INC
S-1, 2000-04-25
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As filed with the Securities and Exchange Commission on April 25, 2000
Registration No. 333-
===============================================================================

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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CHARLES RIVER LABORATORIES HOLDINGS, INC.
(TO BE RENAMED CHARLES RIVER LABORATORIES CORP.)
(Exact name of registrant as specified in its charter)

Delaware 2836 06-139-7316
(State or other Jurisdiction (Primary Standard (I.R.S. Employer
of Incorporation or Industrial Classification Identification No.)
Organization) Code Number)

251 Ballardvale Street
Wilmington, Massachusetts 01887
(978) 658-6000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)

Thomas Ackerman, Chief Financial Officer
Charles River Laboratories Corp.
251 Ballardvale Street
Wilmington, Massachusetts 01887
(978) 658-6000, Ext. 1225
(978) 694-9504 (fax)
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

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COPIES TO:

Mary E. Weber, Esq. Richard D. Truesdell, Jr., Esq.
Ropes & Gray Davis Polk & Wardwell
One International Place 450 Lexington Avenue
Boston, Massachusetts 02110 New York, New York 10017
(617) 951-7000 (212) 450-4000
(617) 951-7050 (fax) (212) 450-4800 (fax)

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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.

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, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
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 statement number of the earlier 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 statement number of the earlier 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
============================================================================================================
<S> <C> <C>
Title of each class of securities Proposed maximum
to be registered Aggregate offering price (1) Amount of registration fee
- ------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share $230,000,000 $60,720
============================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(o) under the Securities Act of
1933. Includes shares subject to the underwriters' over-allotment option.

Subject to shareholder approval, the registrant plans to change its name
to Charles River Laboratories Corp. before circulating the prospectus included
in this filing. References to the registrant in this prospectus are to the
proposed new name.

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 Commission, acting pursuant to said Section 8(a),
may determine.
===============================================================================
<PAGE>

THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT RELATING TO
THIS OFFERING AND 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--APRIL 25, 2000
===============================================================================
Prospectus
, 2000

[LOGO]

Charles River Laboratories Corp.
Shares of Common Stock
- -------------------------------------------------------------------------------
Charles River Laboratories Corp.:

o We are a leading provider of critical research tools and integrated
support services that enable innovative and efficient drug discovery and
development.

o Charles River Laboratories Corp.
251 Ballardvale Street
Wilmington, MA 01887
(978) 658-6000

Proposed Symbol & Market:

o CRL / NYSE

The Offering:

o We are offering shares of our common stock.

o The underwriters have an option to purchase from us up to an additional
shares of our common stock to cover over-allotments.

o This is our initial public offering, and no public market currently exists
for our shares.

o We anticipate that the initial public offering price for our shares will be
between $ and $ per share.

o We plan to use the proceeds from this offering to repay debt.

o Closing: , 2000.

- -------------------------------------------------------------------------------
Per Share Total
- -------------------------------------------------------------------------------
Public offering price: $ $
Underwriting fees: $ $
Proceeds to Charles River: $ $
- -------------------------------------------------------------------------------

This investment involves risks. See "Risk Factors" beginning on page 7.

- -------------------------------------------------------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
- -------------------------------------------------------------------------------

Donaldson, Lufkin & Jenrette Lehman Brothers

ING Barings

SG Cowen

U.S. Bancorp Piper Jaffray

DLJdirect Inc.
===============================================================================

<PAGE>

Table of Contents
Page
----
Prospectus Summary ...................................................... 2
Risk Factors ............................................................ 7
Forward-Looking Statements .............................................. 13
Use of Proceeds ......................................................... 14
Dividend Policy ......................................................... 14
Capitalization .......................................................... 15
Dilution ................................................................ 16
Selected Consolidated Financial and Other Data .......................... 17
Management's Discussion and Analysis of Financial Condition
and Results of Operations ............................................. 18
Business ................................................................ 26
Management .............................................................. 36
Security Ownership of Certain Beneficial Owners and Management .......... 42
Relationships and Transactions with Related Parties ..................... 44
Description of Capital Stock ............................................ 46
Shares Eligible for Future Sale ......................................... 49
Certain United States Federal Tax Considerations for Non-United
States Holders of Common Stock ........................................ 51
Underwriting ............................................................ 55
Legal Matters ........................................................... 57
Experts ................................................................. 57
Where You Can Find More Information ..................................... 57
Index to Unaudited Pro Forma Condensed Consolidated Financial Data ...... P-1
Index to Consolidated Financial Statements .............................. F-1

Charles River is a registered trademark of Charles River Laboratories Inc.
This prospectus also includes trademarks and trade names of other parties.

i
<PAGE>

Prospectus Summary

This summary highlights important information regarding our business and this
offering. Because this is only a summary, it does not contain all the
information that may be important to you. You should read the entire
prospectus carefully, including "Risk Factors" and our financial statements
and related notes, before deciding to invest in our common stock. Except as
otherwise noted, all information in this prospectus assumes no exercise of the
underwriters' over-allotment option.

Charles River Laboratories Corp.

Overview

We are a leading provider of critical research tools and integrated
support services that enable innovative and efficient drug discovery and
development. We are the global leader in providing animal research models
required in research and development for new drugs, devices and therapies and
have been in this business for more than 50 years. Since 1992, we have built
upon our research model technologies to develop a broad and growing portfolio
of biomedical products and services. Our wide array of services enables our
customers to reduce costs, increase speed and enhance their productivity and
effectiveness in drug discovery and development. Our customer base, spanning
over 50 countries, includes all of the major pharmaceutical and biotechnology
companies, as well as many leading hospitals and academic institutions. We
currently operate 54 facilities in 15 countries worldwide. Our differentiated
products and services, supported by our global infrastructure and scientific
expertise, enable our customers to meet many of the challenges of early-stage
life sciences research, a large and growing market. In 1999, our pro forma net
sales were approximately $272.6 million and our pro forma operating income was
approximately $49.5 million.

Biomedical Products and Services. We have focused significant resources on
developing a diverse portfolio of biomedical products and services directed at
high-growth areas of drug discovery and development. Our biomedical products
and services business represented 35% of our 1999 pro forma net sales and
experienced strong growth as demonstrated by the 26% compound annual growth
rate in its net sales over the past five years. We expect the drug discovery
and development markets that we serve to experience strong growth, particularly
as new drug development based on advances in genetics continues to evolve.
There are four areas within this segment of our business:

Development Services. We currently offer FDA-compliant development
services in three main areas: drug safety assessment, biotech safety
testing and medical device testing. Biotech safety testing services
include a broad range of services specifically focused on supporting
biotech or protein-based drug development, including such areas as protein
characterization, cell banking, methods development and release testing.
Our rapidly growing development services offerings enable our customers to
outsource their high-end, non-core drug development activities.

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<PAGE>

Vaccine Support Products. We provide vaccine manufacturers with
pathogen-free fertilized chicken eggs, a critical ingredient for poultry
vaccine production. We believe there is significant potential for growth
in this area in support of novel human vaccines, such as a nasal spray flu
vaccine currently in development.

Competitive Strengths

Our leading research models business has provided us with steadily growing
revenues and strong cash flow, while our biomedical products and services
business provides significant opportunities for profitable growth. Our products
and services are critical to both traditional pharmaceutical research and the
rapidly growing fields of genomic, recombinant protein and humanized antibody
research. We believe we are well positioned to compete effectively in all of
these sectors as a result of a diverse set of competitive strengths, which
include:

o Critical products and services;
o Long-standing reputation for scientific excellence;
o Extensive global infrastructure and customer relationships;
o Biosecurity technology expertise;
o Platform acquisition and internal development capabilities; and
o Experienced and incentivized management team.

Our Strategy

Our business strategy is to build upon our core research models business
and to actively invest in higher growth opportunities where our proven
capabilities and strong relationships allow us to achieve and maintain a
leadership position. Our growth strategies include:

o Broaden the scope of our discovery and development services;
o Acquire new technologies in research models;
o Expand our preclinical outsourcing services;
o Expand our non-animal technologies; and
o Pursue strategic acquisitions and alliances.

The Recapitalization

On September 29, 1999, CRL Acquisition LLC, a limited liability company
owned by affiliates of DLJ Merchant Banking Partners, II, L.P., our management
and other investors, together with our former parent company, Bausch & Lomb
Incorporated, completed a recapitalization transaction.

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Prior to the offering, each existing share of our common stock will be
exchanged for new shares.

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We are organized as a Delaware corporation. Our headquarters are located
at 251 Ballardvale Street, Wilmington, Massachusetts 01887. Our telephone
number is (978) 658-6000. Our website address is www.criver.com. The
information on our website is not incorporated as a part of this prospectus.

3
<PAGE>

The Offering

Common stock offered by us ............. shares

Common stock outstanding after this
offering ............................. shares

Use of proceeds ........................ We plan to use the net proceeds from
this offering to redeem a portion of
our outstanding senior subordinated
notes, and to repay our senior
discount debentures, our subordinated
discount notes and a portion of our
bank debt.

Proposed NYSE symbol ................... CRL

The number of shares of common stock to be outstanding after this offering
is based on the number of shares outstanding as of March 31, 2000. This number
does not include the following:

o shares of common stock to be sold by us if the underwriters'
over-allotment option is exercised in full;

o 895,872 shares of common stock reserved for issuance upon the
exercise of outstanding options granted under our management
incentive plan, of which none were exercisable;

o 647,128 additional shares of common stock available for future grants
under our management incentive and stock option plans; and

o 1,541,606 shares of common stock issuable upon the exercise of
outstanding warrants.

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<PAGE>

Summary Consolidated Financial and Other Data

The table below presents our summary historical and unaudited pro forma as
adjusted consolidated financial and other data. We derived the summary
consolidated financial data for the fiscal years ended December 27, 1997,
December 26, 1998 and December 25, 1999 from our audited consolidated financial
statements and the related notes included elsewhere in this prospectus. The
summary unaudited pro forma as adjusted consolidated financial data of Charles
River Laboratories Corp. is based upon the consolidated financial statements as
of and for the year ended December 25, 1999, adjusted to give effect to the
recapitalization, the acquisition of SBI Holdings Inc. which we call "Sierra",
the acquisition of an additional 16% of the equity of Charles River Japan Inc.,
the sale of a product line within our research model business segment, and the
sale of shares in this offering at an assumed initial public offering price of
$ per share, the net proceeds of which will be used to repay outstanding debt.
The summary unaudited pro forma as adjusted consolidated financial data may not
be indicative of what our results would have been if the transactions presented
on a pro forma basis were completed as of December 27, 1998 for income
statement data and as of December 25, 1999 for balance sheet data. In addition,
they are not projections of our consolidated 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 Combined Financial Data" and our
consolidated financial statements and the related notes contained elsewhere in
this prospectus.

<TABLE>
Pro Forma
Fiscal Year Ended(1) As Adjusted
------------------------------------------ Fiscal Year(1)
December 27, December 26, December 25, Ended December 25,
1997 1998 1999 1999
------------ ------------ ------------ ------------------
(dollars in thousands except for share data)
<S> <C> <C> <C>
Income Statement Data:
Net sales ....................................... $170,713 $193,301 $219,276
Cost of products sold and services provided ..... 111,460 122,547 134,592
Selling, general and administrative expenses .... 30,451 34,142 39,765
Amortization of goodwill and other intangibles .. 834 1,287 1,956
Restructuring charges ........................... 5,892 -- --
-------- -------- --------
Operating income ................................ $ 22,076 $ 35,325 $ 42,963
======== ======== ========
Interest expense ................................ $ 501 $ 421 $ 12,789
======== ======== ========
Net income ...................................... $ 15,340 $ 23,378 $ 17,124
======== ======== ========
Earnings loss per common share
Basic and diluted(2) .......................... $1.49 $2.27 $1.66
Pro forma weighted average number of
common shares outstanding Basic and diluted ... 10,285,715 10,285,715 10,285,715

Other Data:

EBITDA, as defined(3) ........................... $ 31,779 $ 46,220 $ 55,281
EBITDA margin ................................... 18.6% 23.9% 25.2%
Depreciation and amortization ................... $ 9,703 $ 10,895 $ 12,318
Cash flows from operating activities(4) ......... 24,324 37,380 37,568
Cash flows used in investing activities(4) ...... (12,946) (23,030) (34,168)
Cash flows used in financing activities(4) ...... (12,939) (8,018) (11,504)
</TABLE>

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<PAGE>

As of December 25, 1999
----------------------------------
Pro Forma
Historical As Adjusted
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(dollars in thousands)
Balance Sheet Data:
Cash and cash equivalents ........ $ 15,010 $
Working capital .................. 20,337
Total assets ..................... 363,056
Total debt ....................... 386,044
Total shareholders' equity ....... (110,142)

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

(2) As more fully described in Note 4 to the consolidated financial
statements, historical earnings per share have been computed assuming that
the shares outstanding after the recapitalization had been outstanding for
all periods prior to the recapitalization.

(3) 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.

EBITDA, as defined, is not intended to represent cash flows for the
period, nor is it presented as an alternative to operating income or as an
indicator of operating performance. It should not be considered in
isolation or as a substitute for measures of performance prepared in
accordance with GAAP in the United States and is 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.

(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.

6
<PAGE>

RISK FACTORS

You should carefully consider the risks described below before making an
investment decision. The risks described below are not the only ones we face.
Additional risks not presently known to us or that we currently consider
immaterial may also impair our business operations. Any of these risks could
have a material and negative effect on our business, financial condition or
results of operations. The trading price of our common stock could decline due
to any of these risks, and you may lose all or part of your investment.

Risks Related to Our Business and Industry

Contaminations in our animal populations can damage our inventory, harm our
reputation for contaminant-free production and result in decreased sales.

Our research models and fertile chicken eggs must be free of contaminants,
such as viruses and bacteria. Presence of contaminants can distort or
compromise the quality of research results. Contaminations in our isolated
breeding rooms or poultry houses could disrupt our contaminant-free research
model and fertile egg production, harm our reputation for contaminant-free
production and result in decreased sales.

Contaminations typically require cleaning up the contaminated room or
poultry house. This clean-up results in inventory loss, clean-up and start-up
costs, and reduced 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 our animal
populations in 1996 and a few significant contaminations in 1997 that adversely
impacted our 1996 and 1997 financial results. In response, we made over $6.0
million in capital expenditures designed to strengthen our biosecurity and
significantly changed our operating procedures. We have not experienced any
significant contaminations since 1997.

Many of our customers are pharmaceutical and biotechnology companies, and we
are subject to risks, uncertainties and trends that affect companies in those
industries.

Sales of our products and services are highly dependent on research and
development expenditures by the pharmaceutical and biotechnology companies. We
are therefore subject to some of the risks, uncertainties and trends that
affect companies in those industries, including government regulation, pricing
pressure, technological change and shifts in the focus and scope of research
and development expenditures. For example, over the past several years, the
pharmaceutical industry has undergone significant mergers and combinations and
many industry experts expect this trend to continue. After recent mergers and
combinations, some customers combined or otherwise reduced their research and
development operations, resulting in fewer animal research activities. We
experienced both temporary disruptions and permanent reductions in sales of our
research models to some of these customers. Future mergers and combinations in
the pharmaceutical or biotechnology industries, or other industry-wide trends,
could adversely affect demand for or pricing of our products.

New technologies may be developed, validated and increasingly used in
biomedical research that could reduce demand for some of our products and
services.

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.
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 non-animal test system is the LAL, or endotoxin detection system, a
technology which we acquired and have aggressively marketed as an alternative
to testing in animals. We expect to seek to participate in some fashion with
any non-animal test method as it becomes validated as a research model
alternative or adjunct in our markets. However, these methods may not be
available to us or we may not be successful in commercializing these methods.
Even if we are successful, sales or profits from these methods may not offset
reduced sales or profits from research models.

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<PAGE>

Alternative research methods could 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. In addition, one of the anticipated outcomes
of genomics research is to permit the elimination of more compounds prior to
preclinical testing. While this outcome may not occur for several years, if at
all, it may reduce the demand for some of our products and services.

The outsourcing trend in the preclinical and nonclinical stages of drug
discovery and development, meaning contracting out to others functions that
were previously performed internally, may decrease, which could slow our
growth.

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

We must comply with FDA regulation of our endotoxin detection systems
operations.

The United States Food and Drug Administration, or FDA, regulates our
endotoxin detection systems operations as a medical device manufacturer. Last
year, the FDA issued a "warning letter" to us and other LAL manufacturers,
citing quality control and other problems in the manufacturing facilities. The
FDA has allowed our facility, located in Charleston, South Carolina, to
continue to manufacture and sell the LAL product line, subject to our agreement
to make prescribed changes to our production and quality control systems. We
believe that we have taken all steps necessary to meet the FDA's requirements,
but if the FDA disagrees, it could take further enforcement action, including
potentially requiring us to recall our products or temporarily revoking our
manufacturing license. Any further enforcement action could impose additional
costs and affect our ability to provide our endotoxin detection systems.

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

The United States Department of Agriculture, or USDA, is presently
considering changing the regulations issued under the Animal Welfare Act to
include rats, mice and birds, including chickens. The Animal Welfare Act
imposes a wide variety of specific regulations on producers and users of
regulated species including cage size, shipping conditions and environmental
enrichment methods. If the USDA decides to include rats, mice and birds,
including chickens, in its regulations, we could be required to alter our
production operations. This may include adding production capacity, new
equipment and additional employees. We believe that application of the Animal
Welfare Act to rats, mice and chickens used in our research model and vaccine
support products operations in the United States will not result in loss of net
sales, margin or market share, since all U.S. producers and users will be
subject to the same regulations. While we do not anticipate the addition of
rats, mice and chickens to the Animal Welfare Act to require significant
expenditures, changes to the regulations may be more stringent than we expect
and require more significant expenditures. Additionally, if we fail to comply
with state regulations, including general anti-cruelty legislation, foreign
laws and other anti-cruelty laws, we could face significant civil and criminal
penalties.

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

We plan to continue to grow our business through acquisitions of
businesses and technologies and related alliances. However, businesses and
technologies may not be available on terms and conditions we find acceptable.
Even if completed, acquisitions and alliances involve numerous risks which may
include:

o difficulties and expenses incurred in assimilating operations, services,
products or technologies;

o difficulties in developing and operating new businesses including
diversion of management's attention from other business concerns;

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<PAGE>

o the potential loss of key employees of an acquired business and
difficulties in attracting new employees to grow businesses;

o difficulties in assimilating differences in foreign business practices and
overcoming language barriers;

o difficulties in obtaining intellectual property protections and skills
that we and our employees currently do not have; and

o difficulties in achieving business and financial success.

In the event that the success of an acquired business or technology or an
alliance does not meet expectations, we may be required to restructure. We may
not be able to successfully integrate acquisitions into our existing business
or successfully exploit new business or technologies.

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

A significant part of our net sales is 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 U.S. regulatory requirements.

Because the sales and expenses of our foreign operations are generally
denominated in local currencies, we are subject to exchange rate fluctuations
between local currencies and the U.S. dollar in 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 face significant competition from different competitors in each of our
business areas. Some of our competitors in biotech safety testing and medical
device testing are larger than we are and may have greater capital, technical
or other resources than we do. We generally compete on the basis of quality,
reputation, and availability of service. Expansion by our competitors into
other areas in which we operate, new entrants into our markets or changes in
our competitors' strategy could adversely affect our competitive position. Any
erosion of our competitive position may decrease our revenues or limit our
growth.

Negative attention from special interest groups may impair our business.

Our core research model activities with rats, mice and other rodents have
not historically been the subject of animal rights media attention. However,
the large animal component of our research models business has been the subject
of adverse attention and on-site protests. We recently closed our small import
facility in England due in part to protests by animal right activists, which
included threats against our facilities and employees. Future negative
attention or threats against our facilities or employees could impair our
business.

One of our large animal operations is dependent on a single source of supply,
which if interrupted could adversely affect our business.

We depend on a single, international source of supply for one of our large
animal operations. Disruptions to their continued supply may arise from export
or import restrictions or embargoes, foreign government or economic
instability, or severe weather conditions. Any disruption of supply could harm
our business if we cannot remove the disruption or are unable to secure an
alternative or secondary source on comparable commercial terms.

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<PAGE>

Tax benefits we expect to be available in the future may be subject to
challenge.

In connection with the recapitalization, our shareholders CRL Acquisition
LLC and Bausch & Lomb Incorporated, or B&L, made a joint election intended to
permit us to increase the depreciable and amortizable tax basis in our assets
for Federal income tax purposes, thereby providing us with expected future tax
benefits. Prior to the offering, CRL Acquisition LLC will reorganize, terminate
its existence as a corporation for tax purposes and distribute a substantial
portion of our stock to its members. It is possible that the Internal Revenue
Service may contend that this pre-offering reorganization and liquidating
distribution should be integrated with our original recapitalization. If the
Internal Revenue Service were successful, the future tax benefits would not be
available and we would be required to write off the related deferred tax asset
by recording a non-recurring tax expense in our results of operations in an
amount equal to such deferred tax asset. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations." We do not believe
such a contention is supported by the facts, but we cannot assure that the
expected future tax benefits will be available.

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. We do not expect this to interrupt our supply of animal feed.
If we need to secure an alternative or secondary source, our costs of animal
feed may increase.

We depend on key personnel and may not be able to retain these employees or
recruit additional qualified personnel, which would harm our business.

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

Because of the specialized scientific nature of our business, we are
highly dependent upon qualified scientific, technical and managerial personnel.
There is intense competition for qualified personnel in the pharmaceutical and
biotechnological fields. Therefore, we may not be able to attract and retain
the qualified personnel necessary for the development of our business. The loss
of the services of existing personnel, as well as the failure to recruit
additional key scientific, technical and managerial personnel in a timely
manner could harm our business.

DLJ Merchant Banking Partners, II, L.P. and its affiliates have substantial
control over our company and may have different interests than those of other
holders of our common stock.

Prior to this offering, DLJ Merchant Banking Partners II, L.P. and
affiliated funds, which we refer to as the DLJMB Funds, held approximately
73.6% of our outstanding common stock and after this offering these entities
will beneficially own approximately % of our outstanding common stock ( % if
the underwriters' over-allotment option is exercised in full). As a result of
their stock ownership and contractual rights they received in the
recapitalization, these entities have significant control over our business,
policies and affairs, including the power to:

o elect our directors;

o appoint new management; and

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

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

10
<PAGE>

The general partners of each of the DLJMB Funds are affiliates or
employees of Donaldson, Lufkin & Jenrette Securities Corporation, a managing
underwriter of this offering.

The DLJMB Funds may have different interests than those of other holders
of our common stock.

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

The historical financial information 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
or in the future. We made some adjustments and allocations to the historical
financial statements in this prospectus because B&L did not account for us as a
single stand-alone business for all periods presented. Our adjustments and
allocations made in preparing our historical consolidated financial statements
may not appropriately reflect our operations during the periods presented as if
we had operated as a stand-alone company.

Healthcare reform could reduce or eliminate our business opportunities.

The United States and many foreign governments have reviewed or undertaken
healthcare reform, most notably price controls on new drugs, which may
adversely affect research and development expenditures by pharmaceutical and
biotechnology companies, resulting in a decrease of the business opportunities
available to us. We cannot predict the impact that any pending or future
healthcare reform proposals may have on our business.

Risks Related to this Offering

There is currently no public market for our common stock.

Prior to the offering, there has been no public market for our common
stock. We cannot assure you that an active trading market for our common stock
will develop or be sustained after the offering. The initial public offering
price for our common stock will be determined by negotiations between the
underwriters and us. We cannot assure you that the initial public offering
price will correspond to the price at which our common stock will trade in the
public market subsequent to the offering or that the price of our common stock
available in the public market will reflect our actual financial performance.

Our stock price may be volatile and could decline substantially.

The stock market has, from time to time, experienced extreme price and
volume fluctuations. Many factors may cause the market price for our common
stock to decline following this offering, including:

o our operating results failing to meet the expectations of securities
analysts or investors in any quarter;

o downward revisions in securities analysts' estimates;

o material announcements by us or our competitors;

o governmental regulatory action;

o technological innovations by competitors or in competing
technologies;

o investor perceptions of our industry or prospects or those of our
customers; and

o changes in general market conditions or economic trends.

In the past, companies that have experienced volatility in the market
price of their stock have been the subject of securities class action
litigation. If we become involved in a securities class action litigation in
the future, it could result in substantial costs and diversion of management
attention and resources, harming our business.

11
<PAGE>

Shares eligible for public sale after this offering could adversely affect our
stock price.

The market price of our common stock could decline as a result of sales by
our existing stockholders after this offering, or the perception that these
sales could occur. These sales also might make it difficult for us to sell
equity securities in the future at a time and price that we deem appropriate.
In addition, some existing stockholders have the ability to require us to
register their shares.

The initial public offering price is significantly higher than the book value
of our common stock, and you will experience immediate and substantial
dilution in the value of your investment.

The initial public offering price per share will significantly exceed our
net tangible book value per share. Accordingly, investors purchasing shares in
this offering will suffer immediate and substantial dilution of $ per share. We
also have outstanding a large number of stock options and warrants to purchase
our common stock with exercise prices significantly below the initial public
offering price of our common stock. To the extent these options and warrants
are exercised, you will experience further dilution.

12
<PAGE>

FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements. You can identify
these statements by forward-looking words such as "may," "will," "expect,"
"anticipate," "believe," "estimate" and "continue" or similar words. You should
read statements that contain these words carefully because they discuss our
future expectations, contain projections of our future results of operations or
of our financial condition or state other "forward-looking" information. We
believe that it is important to communicate our future expectations to our
investors. However, there may be events in the future that we are not able to
accurately predict or control and that may cause our actual results to differ
materially from those discussed as a result of various factors, including
contaminations at our facilities, changes in the pharmaceutical or
biotechnology industries, competition and changes in government regulations or
general economic or market conditions. These factors should be considered
carefully and readers should not place undue reliance on our forward-looking
statements. Before you invest in our common stock, you should be aware that the
occurrence of the events described in the "Risk Factors," "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Business" sections and elsewhere in this prospectus could harm our business,
operating results and financial condition. 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. We are under no duty to update any of the
forward-looking statements after the date of this prospectus or to conform
these statements to actual results.

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.

13
<PAGE>

USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering of
approximately $ million, at an assumed initial public offering price of
$ per share, net of estimated underwriting discounts and commissions and
offering expenses payable by us. If the underwriters exercise their
over-allotment option in full, we estimate our net proceeds will be $
million. These proceeds will be used as follows:

o approximately $ million to redeem approximately $ million
in principal amount of our 13 1/2% senior subordinated notes due 2009
at a redemption price of 113.5% of the principal amount, plus accrued
and unpaid interest to the redemption date;

o approximately $ million to repay approximately $ million in
principal amount of our subordinated discount note owed to B & L;

o approximately $ million to repay approximately $ million in
principal amount of our senior discount debentures due 2010 owed to
DLJMB and other investors, including a premium estimated at
approximately $ million; and

o the remainder to repay approximately $ million of indebtedness
under our term loan A facility and approximately $ million of
indebtedness under our term loan B facility.

Indebtedness under the senior subordinated notes, the subordinated discount
note, the senior discount debentures and the credit facility was incurred in
connection with our recapitalization and acquisition of Sierra. The
subordinated discount note accretes at an effective rate of 13.0% to an
aggregate principal amount of $175.3 million at maturity on October 1, 2010.
Interest on the senior discount debentures accrues at an effective rate of
18.0%. Interest on term loan A accrues at either a base rate plus 1.75% or
LIBOR plus 3.00%, at our option. As of December 25, 1999, the interest rate
on term loan A was 9.08%. Interest on term loan B accrues at either a base
rate plus 2.50% or LIBOR plus 3.75%. As of December 25, 1999, the interest
rate on term loan B was 9.83%.

DIVIDEND POLICY

We have not declared or paid any cash dividends on shares of our common
stock in the past two years except to our former parent company and we do not
intend to pay cash dividends in the foreseeable future. We currently intend to
retain any earnings to finance future operations and expansion and to reduce
indebtedness. We are a holding company and are dependent on distributions from
our subsidiaries to meet our cash requirements. The terms of the indenture
governing our senior subordinated notes and our credit facility restrict the
ability of our subsidiaries to make distributions to us and, consequently,
restrict our ability to pay dividends on our common stock.

14
<PAGE>

CAPITALIZATION

The following table presents our consolidated capitalization as of
December 25, 1999 (i) on a historical basis and (ii) as adjusted to give pro
forma effect to the transactions described in notes (b) to (e) of the unaudited
pro forma condensed consolidated balance sheet and to the offering. This table
should be read in conjunction with "Use of Proceeds," "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 notes thereto included elsewhere in this prospectus.

As of December 25, 1999
-----------------------
Pro Forma
Historical As Adjusted
---------- -----------
(dollars in thousands)
Debt:
Credit facility:
Revolving credit facility(1).................... $ 2,000 $
Term loans(2)................................... 160,000
Senior subordinated notes(3).......................... 147,925
Senior discount debentures(4)......................... 30,752
Subordinated discount note(5)......................... 44,216
Capital lease obligations and other long-term debt.... 1,151
-------- --------
Total debt............................................ 386,044
-------- --------
Redeemable Common Stock(6)............................ 13,198

Shareholders' equity:
Common stock.......................................... 103
Additional paid-in capital............................ 207,035
Retained earnings..................................... (307,351)
Loans to officers..................................... (920)
Accumulated other comprehensive income................ (9,009)
--------- --------
Total shareholders' equity............................ (110,142)
-------- --------
Total capitalization.................................. $289,100 $
======== ========
- ---------
(1) At December 25, 1999, we had $28.0 million available under our revolving
credit facility, subject to customary borrowing conditions.

(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 proceeds of $150.0 million related to the units which were
allocated between senior subordinated notes ($147.9 million) and warrants
($2.1 million), plus amortization of the discount on the senior
subordinated notes.

(4) Represents proceeds of $37.6 million which were allocated between the
senior discount debentures ($29.1 million) and warrants ($8.5 million)
plus accretion of interest and amortization of the discount on the
debentures.

(5) Represents subordinated discount note of $43.0 million plus accretion of
interest.

(6) Upon completion of the offering contemplated in the pro forma as adjusted
column, the put option related to these shares of common stock will
terminate and, accordingly, the equity will be deemed to be permanent.

15
<PAGE>

DILUTION

The pro forma net tangible book deficit of our common stock as of December
25, 1999 was $153.0 million, or $14.89 per share. Pro forma net tangible book
value per share represents the amount of our total tangible assets, reduced by
the amount of our total liabilities, and then divided by the total number of
shares of common stock outstanding, in each case on a pro forma basis as
described in our unaudited pro forma condensed consolidated financial data
appearing elsewhere in this prospectus. Dilution in pro forma net tangible book
value per share represents the difference between the amount paid per share by
purchasers of shares of common stock in this offering and the pro forma net
tangible book value per share of common stock immediately after the completion
of this offering. After giving effect to the sale of the shares of common
stock offered by us at an initial public offering price of $ per share, and
after deducting the underwriting discounts and commissions and estimated
offering expenses payable by us, our pro forma net tangible book value at
December 25, 1999 would have been $ million or $ per share of common
stock. This represents an immediate increase in pro forma net tangible book
value of $ per share to existing stockholders and an immediate dilution of
$ per share to new investors purchasing shares at the initial public
offering price. The following table illustrates this dilution on a per share
basis:

Assumed public offering price per share............... $
Pro forma net tangible book value per share
as of December 25, 1999........................... $(14.89)
Increase per share attributable to new investors....
-------
Pro forma net tangible book value per share
after the offering .................................
--------
Dilution per share to new investors .................. $
========

The following table summarizes, as of December 25, 1999, the differences
between the existing stockholders and new investors with respect to the number
of shares of common stock purchased from us, the total consideration paid to us
and the average price per share paid:

<TABLE>
Shares purchased Total consideration
----------------------- -----------------------
Number Amount Average
(in thousands) Percent (in thousands) Percent Price Per Share
-------------- ------- -------------- ------- ---------------
<S> <C> <C> <C> <C> <C>
Existing stockholders .... $ $
New investors ............
--------- --- -------- ---
Totals 100% $ 100%
========= === ======== ===
</TABLE>

The preceding tables assume no issuance of shares of common stock under
our stock plans after December 25, 1999. The table also assumes no exercise of
the 895,872 shares of common stock subject to options determined by our
compensation committee on December 9, 1999 at an exercise price of $10.27. This
table also assumes no exercise of the 1,541,606 common stock warrants
outstanding as of December 25, 1999 at a weighted average exercise price of
$3.84. If all of these options and warrants were exercised, then the total
dilution per share to new investors would be $ .

16
<PAGE>

SELECTED CONSOLIDATED FINANCIAL DATA

The following table presents our selected consolidated financial data and
other data as of and for the fiscal years ended December 30, 1995, December 28,
1996, December 27, 1997, December 26, 1998 and December 25, 1999. We derived
the selected consolidated income statement data for the three fiscal years
ended December 25, 1999 from our audited consolidated financial statements
contained elsewhere in this prospectus and the notes to those statements. The
selected consolidated balance sheet data as of December 25, 1999 and December
26, 1998 was derived from our audited consolidated financial statements
contained elsewhere in this prospectus. We derived the selected consolidated
financial data as of and for the fiscal year ended December 28, 1996 from our
audited consolidated financial statements and the related notes, which are not
contained in this prospectus. We derived the selected consolidated financial
data as of and for the fiscal year ended December 30, 1995 from our unaudited
consolidated financial statements and the notes to those statements which are
also not contained in this prospectus. 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. You should
read the information contained in this table in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
our consolidated financial statements and the related notes contained elsewhere
in this prospectus.

<TABLE>
Fiscal Year(1)
----------------------------------------------------
1995 1996 1997 1998 1999
-------- -------- -------- -------- --------
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
Income Statement Data:
Total net sales ................................. $141,041 $155,604 $170,713 $193,301 $219,276
Cost of products sold and services
provided ....................................... 86,404 97,777 111,460 122,547 134,592
Selling, general and administrative expenses .... 27,976 28,327 30,451 34,142 39,765
Amortization of goodwill and other intangibles .. 558 610 834 1,287 1,956
Restructuring charges ........................... -- 4,748 5,892 -- --
-------- -------- -------- -------- --------
Operating income ................................ 26,103 24,142 22,076 35,325 42,963
Other income and expense ........................ -- -- -- -- 89
Interest income ................................. 634 654 865 986 536
Interest expense ................................ (768) (491) (501) (421) (12,789)
Gain/(loss) from foreign currency, net .......... (68) 84 (221) (58) (136)
-------- -------- -------- -------- --------
Income before income taxes, minority interests
and earnings from equity investments .......... 25,901 24,389 22,219 35,832 30,663
Provision for income taxes ...................... 10,759 10,889 8,499 14,123 15,561
-------- -------- -------- -------- --------
Income before minority interests and earnings
from equity investments ....................... 15,142 13,500 13,720 21,709 15,102
Minority interests .............................. (13) (5) (10) (10) (22)
Earnings from equity investments ................ 1,885 1,750 1,630 1,679 2,044
-------- -------- -------- -------- --------
Net income ...................................... $ 17,014 $ 15,245 $ 15,340 $ 23,378 $ 17,124
======== ======== ======== ======== ========
Other Data:
Depreciation and amortization ................... $ 9,717 $ 9,528 $ 9,703 $ 10,895 $ 12,318
Capital expenditures ............................ 10,239 11,572 11,872 11,909 12,951

Balance Sheet Data (at end of period):
Cash and cash equivalents ....................... $ 15,336 $ 19,657 $ 17,915 $ 24,811 $ 15,010
Working capital ................................. 35,901 45,204 41,746 34,827 20,337
Total assets .................................... 184,271 196,981 196,211 234,254 363,056
Total debt ...................................... 4,626 1,645 1,363 1,582 386,044
Total shareholders' equity/(deficit) ............ 142,212 153,818 149,364 168,259 (110,142)
</TABLE>

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

17
<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 data, including the related notes covered elsewhere in
this prospectus.

Overview

We operate in two segments for financial reporting purposes: research
models and biomedical products and services. In addition, since services
represent over 10% of our net sales, our consolidated financial statements
also provide a breakdown of net sales between net sales related to products,
which include both research models and biomedical products and services, and
net sales related to services, and a breakdown of costs between costs of
products sold and costs of services provided in accordance with Regulation
S-X, Rule 5-03. The table below shows the net sales and the percentage
contribution of our segments, research models and biomedical products and
services, for the past three years. It also shows costs of products sold and
services provided, selling, general and administrative expenses and operating
income for both research models and biomedical products and services by
segment and as percentages of their respective segment net sales.

<TABLE>
Fiscal Year Ended Fiscal Year Ended
------------------------------------------ ------------------------------------------
December 27, December 26, December 25, December 27, December 26, December 25,
1997 1998 1999 1997 1998 1999
------------ ------------ ------------ ------------ ------------ ------------
(dollars in millions) (as a percent of net sales)
<S> <C> <C> <C> <C> <C> <C>
Net sales:
Research models............................... $125.2 $134.6 $142.3 73.3% 69.6% 64.9%
Biomedical products and services.............. 45.5 58.7 77.0 26.7 30.4 35.1
------ ------ ------ ----- ----- -----
Total ................................... $170.7 $193.3 $219.3 100.0% 100.0% 100.0%
====== ====== ====== ===== ===== =====
Costs of products sold and services provided:
Research models............................... $82.5 $85.8 $ 86.3 65.9% 63.7% 60.6%
Biomedical products and services.............. 29.0 36.7 48.3 63.7 62.5 62.7
------ ------ ------
Total ................................... $111.5 $122.5 $134.6 65.3 63.4 61.4
====== ====== ======
Selling, general and administrative expenses:
Research models............................... $ 19.6 $18.1 $ 22.2 15.7% 13.4% 15.6%
Biomedical products and services.............. 6.9 9.7 12.5 15.2 16.5 16.2
Unallocated corporate overhead................ 4.0 6.3 5.1 -- -- --
------ ------ ------
Total ................................... $ 30.5 $34.1 $ 39.8 17.9 17.6 18.1
====== ====== ======
Operating income:
Research models............................... $ 19.6 $30.5 $ 33.7 15.7% 22.7% 23.7%
Biomedical products and services.............. 6.5 11.1 14.4 14.3 18.9 18.7
Unallocated corporate overhead................ (4.0) (6.3) (5.1) -- -- --
------ ------ ------
Total ................................... $ 22.1 $35.3 $ 43.0 12.9 18.3 19.6
====== ====== ======
</TABLE>

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.

18
<PAGE>

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
last three years through better forecasting and production mix, and most
importantly, improved biosecurity, thereby reducing the potential for
contaminations.

Biomedical products and services have grown at a compounded rate of 30%
from 1997 to 1999. 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 one of our highest operational priorities.
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 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 vaccine support products. As a result, our net sales in
1997 were adversely affected by our inability to fulfill customer orders, and
our expenses were increased during that period by the costs associated with
cleaning up the contaminations. Since January 1, 1997, 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 1999. While we
cannot assure you that we will not experience future significant isolation room
or poultry house contaminations in the future, we believe these changes have
contributed to our absence of significant contaminations during 1998 and 1999.

Acquisitions. Since January 1, 1997, we have successfully acquired and
integrated four companies, which contributed $18.2 million in sales in 1999, or
8.3% of total sales. The acquisition of three of the companies occurred prior
to December 26, 1998. On September 29, 1999, we acquired Sierra for an initial
total purchase price of $23.3 million, including approximately $17.3 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. Sierra became part of our drug
safety assessment area.

The $2.0 million in contingent purchase price for Sierra will, if paid,
increase goodwill and will not affect our results of operations except through
the subsequent related amortization expense and any interest expense related to
any borrowings necessary to finance the payment. The $10.0 million in
performance-based bonus payments, will, if paid, be expensed during the periods
in which it becomes reasonably certain that the financial objectives will be
achieved. During fiscal 1999, we expensed $1.4 million of the $3.0 million in
retention and non-competition payments, with the $1.6 million remaining being
expensed ratably through June 2001 as it is earned. The contingent purchase
price and performance-based bonus payments are not reflected in the pro forma
condensed consolidated 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 condensed consolidated financial
data as they are considered non-recurring.

19
<PAGE>

Joint Ventures. At December 25, 1999, we had two unconsolidated joint
ventures. As of February 28, 2000, we acquired an additional 16% equity
interest in Charles River Japan, increasing our ownership interest to 66%. The
purchase price for the 16% equity interest was 1.4 billion yen, or $12.8
million, of which 400 million yen, or $3.6 million, was paid by a three-year
balloon promissory note secured by a pledge of the purchased interest. The note
bears interest at the long-term prime rate in Japan. Charles River Japan is
engaged principally in the research model business. Our royalty agreement
provides us with 3% of the sales of locally produced research models, and
having acquired majority ownership, we will consolidate its operations for
financial reporting purposes from the effective date of the acquisition in the
first quarter of fiscal 2000. We also receive dividends based on our pro-rata
share of net income. Charles River Japan paid dividends of $0.8 million, $0.7
million and $0.8 million in 1997, 1998 and 1999, respectively. Our other
unconsolidated joint venture is Charles River Mexico, an extension of our
vaccine support products area, which is not significant to our business.

Restructuring Program. During 1997, we implemented a restructuring
program. Our plan, which was approved by B&L, was designed to reduce excess
capacity, increase efficiencies, eliminate non-essential operating and staff
personnel, and close several small product-lines. 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 vaccine support products
area, eliminate personnel in Europe, reduce corporate staff, and relocate one
of our large animal facilities. We have completed the actions underlying this
plan. Such actions reduced cost of products sold and services provided and
selling, general and administrative expenses and also improved profitability in
the 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 did not realize any benefit from the relocation of one
of our large animal facilities, which has been sold. In 1997 we saved
approximately $0.6 million from these actions, and in 1998 we saved
approximately $2.6 million.

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 Recapitalization and Sierra Acquisition. The recapitalization, which
was consummated on September 29, 1999, was accounted for as a leveraged
recapitalization and had 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
allocated to goodwill. We incurred various costs of approximately $22.6 million
(pre-tax) in connection with consummating the recapitalization. We have
capitalized and are amortizing the portion of these costs that represents
deferred financing costs over the life of the related financing (approximately
$14.4 million). We have charged a portion of the expenses related to the
recapitalization to retained earnings (approximately $8.2 million).

Deferred Tax Assets. In conjunction with the recapitalization, our
stockholders made an election under section 338(h)(10) of the Internal Revenue
Code of 1986, as amended. Such election resulted in a step-up in the tax basis
of the underlying assets. The resulting net deferred tax asset of $99.5 million
is expected to be realized over 15 years through future tax deductions which
are expected to reduce future tax payments. It is possible that the Internal
Revenue Service may contend that the reorganization and liquidating
distribution that CRL Acquisition LLC will undertake prior to the offering
should be integrated with our original recapitalization. If the Internal
Revenue Service were successful, the tax benefits expected from the election
would not be available and we would be required to write off the related
deferred tax assets by recording a non-recurring expense in our results of
operations in an amount equal to such deferred tax assets. See Note (8) to the
consolidated financial statements. We do not believe such a contention is
supported by the facts, but we cannot assure that the expected future tax
benefits will be available. See "Risk Factors -- Tax benefits we expect to be
available in the future may be subject to challenge."

Extraordinary Charges Related to the Offering. As discussed previously in
"Use of Proceeds," we expect to repay approximately $ in outstanding
indebtedness. In connection with this repayment we will pay premiums and write
off deferred financing costs resulting in an extraordinary loss on early debt
extinguishment of $ , net of tax benefits of $ .

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Results of Operations

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

<TABLE>
Fiscal Year Ended
------------------------------------------
December 27, December 26, December 25,
1997 1998 1999
------------ ------------ ------------
<S> <C> <C> <C>
Net sales...................................... 100.0% 100.0% 100.0%
Costs of products sold and services provided... 65.3 63.4 61.4
Selling, general and administrative expenses... 17.8 17.7 18.1
Amortization of goodwill and other intangibles. 0.5 0.7 0.9
Restructuring charges.......................... 3.5 -- --
Interest income................................ 0.5 0.5 0.2
Interest expense............................... 0.3 0.2 5.8
Income taxes................................... 5.0 7.3 7.1
Earnings from equity investment................ 0.9 0.8 0.9
----- ----- -----
Net income..................................... 9.0% 12.1% 7.8%
===== ===== =====
</TABLE>

Fiscal 1999 Compared to Fiscal 1998

Net Sales. Net sales in 1999 were $219.3 million, an increase of $26.0
million, or 13.5%, from $193.3 million in 1998.

Research Models. Net sales of research models in 1999 were $142.3 million,
an increase of $7.7 million, or 5.7%, from $134.6 million in 1998. Sales
increased due to the increase in small animal research model sales in North
America and Europe of $7.1 million, resulting from improved pricing, a more
favorable product mix (meaning a shift to higher priced units) and an increase
in unit volume. We also experienced an increase in the large animal import and
conditioning area of $0.6 million, mainly due to pricing.

Biomedical Products and Services. Net sales of biomedical products and
services in 1999 were $77.0 million, an increase of $18.3 million, or 31.2%,
from $58.7 million in 1998. At the beginning of the second quarter of 1998, we
made two acquisitions that contributed $3.4 million of this sales growth, and
on September 29, 1999, we acquired Sierra which had sales of $5.9 million in
the fourth quarter. The remaining increase was due to significant sales
increases of transgenic and research support services of $2.9 million and
endotoxin detection systems of $2.2 million, and sales from our contract site
management contracts of $1.8 million, primarily due to better customer
awareness of our outsourcing solutions.

Cost of Products Sold and Services Provided. Cost of products sold and
services provided in 1999 was $134.6 million, an increase of $12.1 million, or
9.9%, from $122.5 million in 1998.

Research Models. Cost of products sold and services provided for research
models in 1999 was $86.3 million, an increase of $0.5 million, or 0.6%,
compared to $85.8 million in 1998. Cost of products sold and services provided
in 1999 was 60.6% of net sales compared to 63.7% of net sales in 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 in 1999 was $48.3 million, an
increase of $11.6 million, or 31.6%, compared to $36.7 million in 1998. Cost of
products sold and services provided as a percentage of net sales was
essentially unchanged at 62.7% in 1999 compared to 62.5% in 1998.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses in 1999 were $39.8 million, an increase of $5.7
million, or 16.7%, from $34.1 million in 1998. Selling, general and
administrative expenses in 1999 were 18.1% of net sales compared to 17.6% of
net sales in 1998. Selling, general and

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<PAGE>

administrative expenses also included research and development expense of $0.5
million in 1999 compared to $1.4 million in 1998.

Research Models. Selling, general and administrative expenses for research
models in 1999 were $22.2 million, an increase of $4.1 million, or 22.7%,
compared to $18.1 million in 1998. Selling, general and administrative expenses
in 1999 were 15.6% of net sales, compared to 13.4% in 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 in 1999 were $12.5 million, an
increase of $2.8 million, or 28.9%, compared to $9.7 million in 1998. Selling,
general and administrative expenses in 1999 decreased to 16.2% of net sales,
compared to 16.5% of net sales in 1998, due to greater economies of scale.

Unallocated Corporate Overhead. Unallocated corporate overhead, which
consists of various corporate expenses, was $5.1 million in 1999, a decrease of
$1.2 million, or 19.0%, compared to $6.3 million in 1998. The decrease was
principally from the increase in cash surrender value associated with our
supplemental executive retirement program.

Amortization of Goodwill and Other Intangibles. Amortization of goodwill
and other intangibles in 1999 was $2.0 million, an increase of $0.7 million, or
53.8%, from $1.3 million in 1998. The increase was due to the effect of
additional amortization of intangibles resulting from four recent acquisitions,
two in April 1998, one in December 1998, and Sierra in September 1999.

Restructuring Charges. There were no restructuring charges in 1999 or
1998. During 1999, we charged $1.1 million against the previously recorded
restructuring reserves, bringing the balance at year-end to zero.

Operating Income. Operating income in 1999 was $43.0 million, an increase
of $7.7 million, or 21.8%, from $35.3 million in 1998. Operating income in 1999
was 19.6% of net sales, compared to 18.3% of net sales in 1998. Operating
income increased in total and as a percentage of net sales for the reasons
described above.

Research Models. Operating income from sales of research models in 1999
was $33.7 million, an increase of $3.2 million, or 10.5%, from $30.5 million in
1998. Operating income from sales of research models in 1999 was 23.0% of net
sales, compared to 23.7% in 1998. The increase was attributable to the factors
described above.

Biomedical Products and Services. Operating income from sales of
biomedical products and services in 1999 was $14.4 million, an increase of $3.3
million, or 29.7%, from $11.1 million in 1998. Operating income from sales of
biomedical products and services in 1999 decreased to 18.7% of net sales,
compared to 18.9% of net sales in 1998. This was primarily due to the
acquisition of Sierra, and the impact of additional amortization of
intangibles.

Other Income/Expense. 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, and a charge of $1.3 million for stock compensation expense.

Income Taxes. The effective tax rate of 50.7% in 1999 as compared to 39.5%
in 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 United States. In addition, in
1999, an election was made by B&L to treat some foreign entities as branches
for U.S. 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, in 1999.

Interest Expense. Interest expense for 1999 was $12.8 million. The $12.4
million increase was primarily due to the additional debt incurred in the
recapitalization.

Net Income. Net income in 1999 was $17.1 million, a decrease of $6.3
million, or 26.9%, from $23.4 million in 1998. The decrease was attributable to
the increased interest expense.

22
<PAGE>

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 of $4.2 million, resulting from improved pricing and a more favorable
product mix. In addition, in 1998 we were not affected by the significant
contaminations which negatively affected 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 the large animal import and
conditioning area increased by $3.2 million as a result of expansion in our
boarding and service operations.

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 made three acquisitions 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
transgenic and research support services of $2.2 million and endotoxin
detection systems of $1.9 million.

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 companies 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 1997. The increase was due to an increase in our supplemental
retirement program costs, along with an increase in management bonuses for
1998.

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 amortization of
intangibles in connection with two acquisitions in April 1998.

23
<PAGE>

Restructuring Charges. There were no restructuring charges in 1998
compared to $5.9 million in 1997. The 1997 restructuring charges consisted of
the following: plant closings and personnel reductions in our vaccine support
products operations, severance, relocation and refoliation costs in the Florida
Keys and staff reductions and severance costs in Europe and the United States.
During 1998, we charged $1.6 million against the restructuring reserves
previously recorded.

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 39.5% compared to 38.2%
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.

Liquidity and Capital Resources

Prior to the recapitalization our principal source of liquidity was cash
flow from operations. Following the consummation of the recapitalization, our
principal sources of liquidity are cash flow from operations and borrowings
under our credit facility.

In September 1999, we received a $92.4 million equity investment from
DLJMB and affiliated funds, management and some other investors, we issued
$37.6 million senior discount debentures with warrants to purchase common stock
and $150.0 million units consisting of senior subordinated notes due in 2009
with warrants to purchase common stock, and borrowed $162.0 million under our
senior secured credit facility. We redeemed 87.5% of our outstanding capital
stock held by B&L for $400.0 million and a $43.0 million subordinated discount
note. We simultaneously acquired Sierra for an initial purchase price of $23.3
million including $17.3 million paid to its former stockholders and $6.0
million of assumed debt which we immediately retired.

Borrowings under the credit facility bear interest at a rate per year
equal to a margin over either a base rate or LIBOR. The $30.0 million revolving
loan commitment will terminate six years after the date of the initial funding
of the credit 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, under the same terms and conditions of the $30.0 million
revolving credit facility. The term loan facility under the 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 credit facility contains customary covenants
and events of default, including substantial restrictions on our subsidiary's
ability to declare dividends or make distributions. The term loans are subject
to mandatory prepayment with the proceeds of certain asset sales and a portion
of our excess cash flow.

In February 2000, the 13 1/2% senior subordinated notes were exchanged for
registered notes having the same financial terms and covenants as the notes
issued in September 1999. 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 plan to use the net proceeds from this offering to repay debt incurred
in connection with the recapitalization.

We anticipate that our operating cash flow, together with borrowings under
our credit facility, will be sufficient to meet our anticipated future
operating expenses, capital expenditures and debt service obligations as they
become

24
<PAGE>

due. However, Charles River Laboratories Corp. is a holding company with no
operations or assets other than its ownership of 100% of the common stock of
its subsidiary, Charles River Laboratories, Inc. We have no source of liquidity
other than dividends from our subsidiary. Its ability to pay dividends is
subject to limitations contained in the indenture governing the senior
subordinated notes and the credit facility.

Fiscal 1999 Compared to Fiscal 1998

Cash flow from operating activities in 1999 was $37.6 million compared to
$37.4 million in 1998. Net cash used in investing activities in 1999 was $34.2
million compared to $23.0 million in 1998. The increase was primarily due to
the acquisition of Sierra for $23.3 million. Capital expenditures in 1999 were
$13.0 million versus $11.9 million in 1998.

Net cash used in financing activities in 1999 was $11.5 million versus
$8.0 million in 1998. The activity in 1999 consisted of payments for deferred
financing costs of $14.4 million and transactions costs of $8.2 million
associated with the recapitalization. We also dividended $29.4 million to B&L,
which was excess cash at the time of the recapitalization, and the
recapitalization consideration was $400.0 million. The above was offset by the
proceeds from the issuance of long-term debt of $339.0 million, the issuance of
warrants of $10.6 million, and the issuance of common stock of $92.4 million.

Fiscal 1998 Compared to Fiscal 1997

Cash flow from operating activities in 1998 was $37.4 million compared to
$24.3 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 $23.0 million compared
to $12.9 million in 1997. The increase in 1998 was primarily due to the
acquisitions previously discussed. 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 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 the remittance of less cash to
B&L.

Quantitative and Qualitative Disclosures About Market Risk

We are subject to market risks arising from changes in interest rates and
foreign currency exchange rates. Our primary interest rate exposure results
from changes in LIBOR or the base rate which are used to determine the
applicable interest rates under our term loans and revolving credit facility.
We have entered into an interest rate protection agreement designed to protect
us against fluctuations in interest rates with respect to at least 50% of the
aggregate principal amount of the term loans and the senior subordinated notes.
Interest rate swaps have the effect of converting variable rate obligations to
fixed or other interest rate obligations. Our potential loss over one year that
would result from a hypothetical, instantaneous and unfavorable change of 100
basis points in the interest rate on all of our variable rate obligations would
be approximately $1.6 million. Fluctuations in interest rates will not affect
the interest payable on the senior subordinated notes, senior discount
debentures or subordinated discount note, which is fixed.

We do not use financial instruments for trading or other speculative
purposes.

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 their operations are conducted in their respective local
currencies, and it is not our intention to repatriate earnings prospectively.
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.

25
<PAGE>

BUSINESS

Overview

We are a leading provider of critical research tools and integrated
support services that enable innovative and efficient drug discovery and
development. We are the global leader in providing the animal research models
required in research and development for new drugs, devices and therapies and
have been in this business for more than 50 years. Since 1992, we have built
upon our research model technologies to develop a broad and growing portfolio
of biomedical products and services. Our wide array of services enables our
customers to reduce costs, increase speed and enhance their productivity and
effectiveness in drug discovery and development. Our customer base, spanning
over 50 countries, includes all of the major pharmaceutical and biotechnology
companies, as well as many leading hospitals and academic institutions. We
currently operate 54 facilities in 15 countries worldwide. Our differentiated
products and services, supported by our global infrastructure and scientific
expertise, enable our customers to meet many of the challenges of early-stage
life sciences research, a large and growing market. In 1999, our pro forma net
sales were approximately $272.6 million and our pro forma operating income was
approximately $49.5 million.

Research Models. We are the global leader in the production and sale of
research models, principally genetically and virally defined purpose-bred rats
and mice. These products represented 65% of our 1999 pro forma net sales. We
offer over 130 research models, one of the largest selections of small animal
models worldwide. Our higher growth models include genetically defined models
and models with compromised immune systems which are increasingly in demand as
early stage research tools. The FDA and foreign regulatory bodies require the
safety and efficacy of new drug candidates and medical devices to be tested on
research models like ours prior to testing in humans. As a result, our research
models are an essential part of the drug discovery and development process. Our
research models are produced in a biosecure environment designed to ensure that
the animals are free of viral and bacterial agents and other contaminants that
can disrupt research operations and distort results. With our biosecure
production capabilities and our ability to deliver consistent, high quality
research models worldwide, we are well positioned to benefit from the rapid
growth in research and development spending by pharmaceutical and biotechnology
companies and the NIH.

Biomedical Products and Services. We have focused significant resources on
developing a diverse portfolio of biomedical products and services directed at
high-growth areas of drug discovery and development. Our biomedical products
and services business represented 35% of our 1999 pro forma net sales and has
experienced strong growth as demonstrated by our 26% compound annual growth
rate in net sales in this business over the past five years. We expect the drug
discovery and development markets that we serve to experience strong growth,
particularly as new drug development based on advances in genetics continues to
evolve. There are four areas within this segment of our business:

Discovery Services. Our discovery services are designed to assist our
customers in screening drug candidates faster by providing genetically
defined research models for in-house research and by implementing efficacy
screening protocols to improve the customer's drug evaluation process. The
market for discovery services is growing rapidly as pharmaceutical and
biotechnology research and development increasingly focus on selecting
lead drug candidates from the enormous number of new compounds being
generated. We currently offer four major categories of discovery services:
transgenic services, research support services, infectious disease and
research genetic testing and contract site management. Transgenic services
is our highest growth area and includes model development, genetic
characterizations, embryo cryopreservation, and rederivation and colony
scale-up.

26
<PAGE>

In Vitro Detection Systems. We have diversified our product offerings to
include non-animal, or in vitro, methods for testing the safety of drugs
and devices. We are strategically committed to being the leader in
providing our customers with in vitro alternatives as these methods become
scientifically validated and commercially feasible. Our current products
include endotoxin detection systems that ensure that injectable drugs and
devices are free from harmful contaminants as well as bioactivity
software.

Competitive Strengths

Critical Products and Services. We provide critical, proven and enabling
products and services that our customers rely upon to advance their early stage
research efforts and accelerate product development. We offer a wide array of
complementary research tools and discovery and development services that
differentiate us from our competition and have created a sustained competitive
advantage in our markets.

Long-Standing Reputation for Scientific Excellence. We have earned our
long-standing reputation for scientific excellence by consistently delivering
high-quality research models supported by exceptional technical service and
support for over 50 years. As a result, the Charles River brand name is
synonymous with premium quality products and services and scientific excellence
in the life sciences. We have nearly 100 science professionals on staff with
DVMs, PhDs and MDs, in areas including laboratory animal medicine, molecular
biology, pathology, immunology, toxicology and pharmacology.

Extensive Global Infrastructure and Customer Relationships. Our operations
are globally integrated throughout North America, Europe and Asia. Our
extensive investment in worldwide infrastructure allows us to standardize our
products and services across borders when required by our multinational
customers, while also offering a customized local presence when needed. We
currently operate 54 facilities in 15 countries worldwide, serving a customer
base spanning over 50 countries.

Biosecurity Technology Expertise. In our research models business, our
commitment to and expert knowledge of biosecurity technology distinguishes us
from our competition. We maintain rigorous biosecurity standards in all of our
facilities to maintain the health profile and consistency of our research
models. These qualities are crucial to the integrity and timeliness of our
customers' research.

Platform Acquisition and Internal Development Capabilities. We have a
proven track record of successfully identifying, acquiring and developing small
businesses and new technologies. With this experience, we have developed
internal expertise in sourcing acquisitions and further developing new
technologies. Historically, our strong operating cash flow has allowed us to
fund these growth initiatives without external financing. Our disciplined
approach to making these acquisitions without extensive capital outlays has
resulted in very attractive rates of return on these investments. We believe
this expertise will continue to differentiate us from our competitors as we
seek to further expand our business.

Experienced and Incentivized Management Team. Our senior management team
has an average of 16 years of experience with our company, and has evidenced a
strong commitment and capability to deliver reliable performance and steady
growth. Our Chairman and Chief Executive Officer, James Foster, has held
various staff and managerial positions with us over the past 23 years. Our
management team owns or has options to acquire securities representing over 12%
of our equity on a fully diluted basis before giving effect to the offering.

27
<PAGE>

Our Strategy

Our business strategy is to build upon our core research model business
and to actively invest in higher growth opportunities where our proven
capabilities and strong relationships allow us to achieve and maintain a
leadership position. Our growth strategies include:

Broaden the Scope of Our Discovery and Development Services. Primarily
through acquisitions and alliances, we plan to offer new services that
complement our existing drug discovery and development services. We have
targeted services that support transgenic research activities as a high growth
area. We intend to provide the additional critical support services needed to
create, define, characterize and scientifically validate new genetic models
expected to arise out of the Human Genome and Mouse Genome Projects. In
addition, we plan to broaden our international presence in genetic services,
specialized pathology and drug efficacy analysis. We also intend to add new
capabilities in the biotech safety testing area.

Acquire New Technologies in Research Models. We intend to acquire novel
technologies in transgenics and cloning to increase sales in our research
models business and related transgenic services operations. We also expect to
offer additional genetically modified models for research of specific disease
conditions. These higher-value research models are often highly specialized and
are priced to reflect their greater intrinsic value. In particular, we intend
to acquire and develop transgenic rat technology, where development has been
slow compared to mice. We believe there is a growing need for genetically
engineered rats, which are larger and more accessible research models than
mice.

Expand Our Preclinical Outsourcing Services. Many of our pharmaceutical
and biotechnology customers outsource a wide variety of research activities
that are not directly associated with their scientific innovation process. We
believe the trend of outsourcing preclinical or early stage research will
continue to increase rapidly. We are well positioned to exploit both existing
and new outsourcing opportunities, principally through our discovery and
development services offerings. We believe our early successes in the
transgenic services area have increased customer demand for outsourcing and
have created significant opportunities. Our research support services provide
pharmaceutical and biotechnology companies with significant cost and resource
allocation advantages over their existing internal operations. We intend to
focus our marketing efforts on stimulating demand for further outsourcing of
preclinical research. We also intend to expand our opportunities by increasing
our international presence.

Expand Our Non-Animal Technologies. In vitro, or non-animal, testing
technologies are in their early stages of development, but we plan to continue
to acquire and introduce new in vitro products and services as they become
scientifically validated and commercially viable. We are particularly focused
on acquiring new technologies that allow for high through-put screening and
testing of new drug candidates in early stages of development, using such
materials and techniques as human cells and tissues and predictive database
software.

Pursue Strategic Acquisitions and Alliances. Over the past decade, we have
successfully completed 12 acquisitions and alliances. Several of our operations
began as platform acquisitions, which we were able to grow rapidly by
developing and marketing the acquired product or service to our extensive
global customer base. We intend to further pursue strategic platform
acquisitions and alliances to drive our long-term growth. Historically, our
strong cash flow has allowed us to fund these transactions primarily with
internal resources. We intend to continue this strategy in the future, aided by
our ability to issue publicly traded common stock after this offering.

Business Divisions

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

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<PAGE>

Research Models

Research models is our historical core business and accounted for 65% of
our 1999 pro forma net sales. The business is comprised of the commercial
production and sale of animal research models, principally purpose-bred rats,
mice and other rodents for use by researchers. We are the commercial leader in
the small animal research model area, supplying rodents for research since
1947. Our research models include:

o outbred animals, which have genetic characteristics of a random
population;

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); and

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

With over 130 research models, 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 such as guinea pigs and
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 all major
pharmaceutical and biotechnology companies as well as hospitals and academic
institutions.

The use of animal models is critical to both the discovery and development
of a new drug. The FDA requires 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. Increasingly,
genetically defined rats and mice are the model of choice in early discovery
and development work as a more specifically targeted research tool. Outbred
rats are frequently used in safety assessment studies. Our models are also used
in 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. We also provide
larger animal models, including miniature swine and primates, to the research
community, principally for use in drug development and testing studies.

We believe that over the next several years, many new research models will
be developed and used in biomedical research, such as transgenic models, cloned
models with identical genes, knock-out models with one or more disabled genes
and models that incorporate or exclude a particular mouse, rat or human gene.
These more highly defined and characterized models will allow researchers to
further focus their investigations into disease conditions and potential new
therapies or interventions. We intend to build upon our position as the leader
in transgenic services to expand our presence in this market for higher value
models, through internal development, licensing, partnerships and alliances,
and acquisitions.

Biomedical Products and Services

Our biomedical products and services business consists of our newer,
higher-growth operations, which we organize as follows:

29
<PAGE>

<TABLE>
<S> <C> <C> <C>
Discovery Services Development Services In Vitro Detection Systems Vaccine Support Products
- --------------------------------------------------------------------------------------------------------------------------
o Transgenic Services o Drug Safety Assessment o Endotoxin Detection Systems o Animal Health

o Research Support Services o Biotech Safety Testing o BioActivity Software o Human Health

o Infectious Disease and o Medical Device Testing
Genetic Testing

o Contract Site Management
</TABLE>

Discovery Services

Discovery represents the earliest stages of research and development in
the life sciences directed to the identification and selection of a lead
compound for future drug development. Discovery is followed by development
activities, which are directed at validation of the selected drug candidates.
Discovery and development represent most of the preclinical activities in drug
development.

Initiated in 1995, the discovery services area of our business addresses
the growing need among pharmaceutical and biotechnology companies to outsource
the non-core aspects of their drug discovery activities. These discovery
services capitalize on the technologies and relationships developed through our
research model business. We currently offer four major categories of discovery
services: transgenic services, research support services, infectious disease
and genetic testing and contract site management.

Transgenic Services. In this rapidly growing area of our business, we
assist our customers in validating, maintaining, improving, breeding and
testing models purchased or created by them for biomedical research activities.
While the creation of a transgenic, knock-out or cloned model can be a critical
scientific event, it is only the first step in the discovery process.
Productive utilization of research models requires significant additional
technical expertise. We provide transgenic breeding expertise, model
characterization and colony development, genetic characterization, quarantine,
embryo cryopreservation, embryo transfer, rederivation, and health and genetic
monitoring. We provide these services to more than 100 laboratories around the
world from pharmaceutical and biotechnology companies to hospitals and
universities. We maintain nearly 300 different types of research models for our
customers. We expect that the demand for our services will grow as the use of
transgenic, knock-out and cloned animal models, continues to grow within the
research community.

Research Support Services. Our research support services provide advanced
or specialized research model studies for our customers. These projects
capitalize on our strong research model capabilities and also exploit more
recently developed capabilities in protocol development, animal micro-surgery,
dosing techniques, drug effectiveness testing and data management and analysis.
We believe these services, particularly in oncology and cardiovascular studies,
offer added value to our research customers, who rely on our extensive
expertise, infrastructure and resources. We also manage under contract a
genetically defined, biosecure herd of miniature swine to provide organs for
human transplantation research, known as xenotransplantation.

Infectious Disease and Genetic Testing. We assist our customers in
monitoring and analyzing the health and genetics of the research models used in
their research protocols. We developed this capability internally by building
upon the scientific foundation created by the diagnostic laboratory needs of
our research model business. Depending upon a customer's needs, we may serve as
its sole source testing laboratory, or as an alternative source supporting its
internal laboratory capabilities. We believe that the continued growth in
development and utilization of transgenic, knock-out and cloned models will
drive our future growth as the reference laboratory of choice for genetic
testing of special models.

30
<PAGE>

Contract Site Management. Building upon our core capabilities as a leading
provider of high quality research models, we manage animal care operations on
behalf of government, academic, pharmaceutical and biotechnology organizations.
Increasing demand for our services reflects the growing necessity of these
large institutions to outsource internal functions or activities that are not
critical to the core scientific innovation and discovery process. In addition,
we believe that our expertise in managing the laboratory animal environment
enhances the productivity and quality of our customers' research facilities.
This area leads to additional opportunities for us to provide other products
and services to our customers. Site management does not require us to make any
incremental investment, thereby generating a particularly strong return.

Development Services

Our development services enable our customers to outsource their non-core
drug development activities to us. These activities are typically required for
the identification of the lead compound in order to support the regulatory
filings necessary to obtain FDA approval. We currently offer development
services in three main areas: drug safety assessment, biotech safety testing
and medical device testing.

Drug Safety Assessment. We offer drug safety assessment services to
pharmaceutical, medical device and biotechnology companies that are principally
focused on conducting regulatory compliance studies producing data to support
FDA submissions. These studies require highly specialized scientific
capabilities. We have expertise in conducting critical developmental studies on
new drug candidates and medical devices that use research models, including
long- and short-term evaluations of potential new treatments for human or
animal disease conditions. We have unique expertise in several areas of safety
assessment and are continuously evaluating and selecting new services areas to
add to our portfolio. We focus on high-end niches of this market where our
scientific capabilities are strongly valued by our customers.

Biotech Safety Testing. We provide specialized non-clinical quality
control testing that is frequently outsourced by both pharmaceutical and
biotechnology companies. These services allow our customers to determine if the
human protein drug candidates, or the process for manufacturing those products,
are essentially free of residual biological materials. The bulk of this testing
work is required by the FDA for obtaining new drug approval, maintaining an
FDA-licensed manufacturing capability or releasing approved products for use on
patients. Our scientific staff consults with customers in the areas of process
development, validation, manufacturing scale-up and biological testing. As more
biotechnology drug candidates with stronger potential enter and exit the
development pipeline, we expect to continue to experience strong demand for
these testing services.

Medical Device Testing. The FDA requires companies introducing medical
devices to test the biocompatibility of any new materials that have not
previously been approved for contact with human tissue. We provide a wide
variety of medical device testing services from prototype feasibility testing
to long-term GLP, or good laboratory practices, studies, primarily in large
research models. These services include cardiovascular surgery, biomaterial
reactivity studies, orthopedic studies and related laboratory services. We
maintain state-of-the-art surgical suites where our skilled professional staff
implement custom surgery protocols provided by our customers.

In Vitro Detection Systems

The term in vitro refers to non-animal systems for research. While we do
not foresee significant replacement of animal models from the use of in vitro
techniques, we believe that these techniques may offer a strong refinement or
complement to animal test systems after the extended period of scientific
validation is successfully completed. We intend to pursue this area to the
extent alternatives become commercially viable.

Endotoxin Detection Systems. We are a market leader in endotoxin testing,
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 endotoxins. Endotoxins are fever producing pathogens or 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 an FDA requirement for injectable drugs and devices, and the manufacture of
the test kits and reagents is regulated by the FDA as a medical device.
Endotoxin testing uses a processed extract from

31
<PAGE>

the blood of the horseshoe crab, known as limulus amebocyte lysate, or "LAL."
The LAL test is the first and only major FDA-validated in vitro alternative to
an animal model 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, reagents, software, accessories, instruments
and associated services to pharmaceutical and biotechnology companies for
medical devices and other products worldwide. We have filed for a patent
relating to our next generation of endotoxin testing technology.

BioActivity Software. In the life sciences, we have an exclusive strategic
alliance with Multicase, Inc. under which we offer their unique database
software program. This program allows researchers to evaluate the potential
toxicity and pharmacological activity of new chemical compounds. This program
uses a proprietary artificial intelligence capability and nearly twenty years
of data collected from public sources including the FDA. This in silico or
software alternative to the use of research animals is in the early stages of
commercialization. We expect that bioactivity software that allows researchers
to more accurately predict defined outcomes for potential new drug candidates
will complement rather than replace the use of research models. We plan to
evaluate adding other software tools through licensing and partnerships that
allow researchers to improve the efficiency and effectiveness of drug discovery
and development.

Vaccine Support Products

Animal Health. We are the global leader for the supply of specific
pathogen-free, or SPF, chickens and fertile chicken eggs. SPF chicken embryos
are used by animal health companies as self-contained "bioreactors" for the
manufacturing of live and killed viruses. These viruses are used as a raw
material in poultry and potential human vaccine applications. The production of
SPF eggs is done under biosecure conditions, similar to our research model
production. We have a worldwide presence that includes several SPF egg
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 avian laboratory in the United States, which
provides in-house testing and support services to our customers.

Human Health. We are also applying our SPF egg technology to human vaccine
markets. We have entered into an agreement with a company that is in the late
stages of the FDA approval process for a nasal spray-delivered vaccine for
human flu. If FDA-approved and commercially successful, this human flu vaccine
may significantly increase demand for our SPF eggs.

Customers

Our customers consist primarily of large pharmaceutical companies,
including the ten largest pharmaceutical companies based on 1999 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 1990 remain our customers today.

During 1999, in both our research models and our biomedical products and
services businesses, approximately two-thirds of our sales were to
pharmaceutical and biotechnology companies, and the balance were to hospitals,
universities and the government. Our top 20 global customers represent only
about 26% of our 1999 pro forma net sales, with no individual customer
accounting for more than 3% of net sales in 1999.

Sales, Marketing and Customer Support

We sell our products and services principally through our direct sales
force. As of December 25, 1999, we had approximately 51 employees engaged in
field sales, of which 30 were in the United States, 12 were in Europe and 9
were with our majority-owned joint venture in Japan. The direct sales force is
supplemented by a network of international distributors for some areas of our
biomedical products and services business.

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,

32
<PAGE>

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, recording over 400,000 hits each month. Our website is not
incorporated by reference in this prospectus.

We maintain both a customer service and technical assistance departments,
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
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
collaborations with universities or other institutions. Our annual dedicated
research and development spending was $1.4 million in 1997, $1.4 million in
1998 and $0.5 million in 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.

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. One of our businesses dedicates a portion of
its net sales, through a royalty, to support similar programs and initiatives.

Employees

As of December 25, 1999, we had approximately 2,212 employees, including
nearly 100 science professionals with advanced degrees including 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
and geographic areas.

In our research models business division, our main competitors include
three smaller competitors in North America, several smaller ones in Europe, and
two smaller ones 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 and
services offerings and pharmaceutical and biotechnology industry relationships.

We have many 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. We have a small relative share in the biotech safety testing
market, where the market leader is a well-established company, and in medical
device testing, where there are many larger competitors.

33
<PAGE>

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. As a result of disputes with federal, state and local
authorities and private environmental groups regarding damage to mangrove
plants on two islands in the Florida Keys, we agreed to refoliate the islands
at our cost. Although we have not been able to completely replant, principally
due to the presence of a free range animal population and storms, we believe
that the cost of refoliation will not have a material adverse effect on our
business.

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 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

The Animal Welfare Act governs the treatment of particular species
intended for use in research. The AWA imposes a wide variety of specific
regulations on producers and users of these species, most notably cage size,
shipping conditions and environmental enrichment methods. We comply with
licensing and registration requirement standards set by the USDA for handling
regulated species, including breeding, maintenance and transportation. However,
rats, mice and chickens are not currently regulated under the AWA. As a result,
most of our United States small animal research model activities and our
vaccine support services operations are not subject to regulation under the
AWA. 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 chickens within its coverage. 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 business is also generally regulated
by the USDA, and in the case of our endotoxin detection systems, 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 and Good Manufacturing Practices. These regulations
require that we manufacture our products and maintain our documents in a
prescribed manner with respect to manufacturing, testing and control
activities. Last year, we received a "warning letter" from the FDA for quality
control deficiencies with regard to our Charleston, South Carolina facility. We
believe we have taken all of the necessary steps to meet the FDA's
requirements. 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.

34
<PAGE>

Sites--Owned

<TABLE>
Country No. of Sites Total Square Feet Principal Functions
------- ------------ ----------------- -------------------
<S> <C> <C> <C>
Belgium................... 1 16,140 Office, Production
Canada.................... 1 64,929 Office, Production, Laboratory
China..................... 1 10,000 Office, Production, Laboratory
France.................... 4 373,214 Office, Production, Laboratory
Germany................... 3 122,314 Office, Production, Laboratory
Italy..................... 1 36,677 Office, Production, Laboratory
Japan..................... 2 88,511 Office, Production, Laboratory
Netherlands............... 1 6,502 Sales Office
United Kingdom............ 2 67,331 Office, Production, Laboratory
United States............. 17 732,980 Office, Production, Laboratory
-- ---------
Total..................... 33 1,518,598
== =========
</TABLE>

Sites--Leased

<TABLE>
Country No. of Sites Total Square Feet Principal Functions
- ------- ------------ ----------------- -------------------
<S> <C> <C> <C>
Australia................. 1 9,787 Office, Production
Czech Republic............ 1 23,704 Office, Production, Laboratory
Hungary................... 1 4,681 Office, Production, Laboratory
Japan..................... 2 23,552 Office, Production, Laboratory
Spain..................... 1 3,228 Sales Office
Sweden.................... 1 8,070 Sales Office
United States............. 14 270,695 Office, Production, Laboratory
-- -------
Total..................... 21 343,717
============== =======
</TABLE>

35
<PAGE>

MANAGEMENT

The following table sets forth the name, age and position of each of our
executive officers, key members of management, and directors.

Name Age Position
- ---------------------- --- --------
James C. Foster 49 Chairman, Chief Executive Officer, President and
Director
Thomas F. Ackerman 45 Senior Vice President and Chief Financial Officer
David P. Johst 37 Senior Vice President, Human Resources and
Administration
Real H. Renaud 52 Senior Vice President and General Manager,
European and North American Animal Operations
Dennis R. Shaughnessy 42 Senior Vice President, Corporate Development,
General Counsel and Secretary
Julia D. Palm 52 Vice President and General Manager, Biomedical
Products and Services
Robert Cawthorn 64 Director
Stephen D. Chubb 56 Director
Thompson Dean 42 Director
Stephen C. McCluski 47 Director
Reid S. Perper 40 Director
Douglas E. Rogers 45 Director
Samuel O. Thier 63 Director
William Waltrip 62 Director
Henry Wendt III 66 Director

James C. Foster joined us in 1976 as General Counsel. Over the past 24
years, Mr. Foster has held various staff and managerial positions, with Mr.
Foster being named our President in 1991, our Chief Executive Officer in 1992
and our Chairman in 2000. Mr. Foster also serves on the Board of Directors of
BioTransplant, Inc. Mr. Foster received a B.A. from Lake Forest College, a M.S.
from the Sloan School of Management at the Massachusetts Institute of
Technology, and a J.D. from Boston University School of Law.

Thomas F. Ackerman joined us 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. In 1999, he was named a Senior Vice President. He is
currently responsible for overseeing our Accounting and Finance Department, as
well as our Information Technology Group. Prior to joining us, Mr. Ackerman was
an accountant at Arthur Anderson & Co. Mr. Ackerman received a B.S. in
Accounting from the University of Massachusetts and is a certified public
accountant.

David P. Johst joined us in 1991 as Corporate Counsel and was named Vice
President, Human Resources in 1995. He became Vice President, Human Resources
Administration in 1996, and a Senior Vice President in 1999. He is responsible
for overseeing our Human Resources Department, as well as several other
corporate staff departments. He also serves as our counsel on labor relations
matters. Prior to joining us, Mr. Johst was a corporate associate at Boston's
Hale and Dorr. Mr. Johst is a graduate of Dartmouth College, holds an M.B.A.
from Northeastern University and received his J.D. from Harvard Law School.

Real H. Renaud joined us in 1964 and has 35 years of small animal
production and related management experience. In 1986, Mr. Renaud became our
Vice President of Production, with responsibility for overseeing our North
American small animal operations, and was named Vice President, Worldwide
Production in 1990. Mr. Renaud became Vice President and General Manager,
European and North American Animal Operations in 1996, following a two-year
European assignment during which he provided direct oversight to our European
operations. In 1999 he became a Senior Vice President. Mr. Renaud attended
Columbia University's executive education program, and has also studied at the
Lyon Veterinary School and the Montreal Business School.

36
<PAGE>

Dennis R. Shaughnessy joined us in 1988 as Corporate Counsel and was named
Vice President, Business Affairs in 1991. He became Vice President, Corporate
Development and General Counsel in 1994 and is responsible for overseeing our
business development initiatives on a worldwide basis, as well as handling our
overall legal affairs. He became a Senior Vice President in 1999. Mr.
Shaughnessy also serves as our Corporate Secretary. Prior to joining us, Mr.
Shaughnessy was a corporate associate at Boston's Testa, Hurwitz & Thibeault
and previously served in government policy positions. Mr. Shaughnessy has a
B.A. from The Pennsylvania State University, an MS from The University of
Michigan, an M.B.A. from Northeastern University, and a J.D. from The
University of Maryland School of Law.

Julia D. Palm joined us in 1995 with nearly 20 years of management and
marketing experience in the medical device and biotechnology industries. Prior
to joining us, she held various marketing positions with Becton Dickinson,
National Medical Care and W.R. Grace, and served as President of W.R. Grace's
Amicon Division immediately prior to joining us. Ms. Palm has responsibility
for overseeing a portfolio of most of our biomedical products and services
companies on a worldwide basis. Ms. Palm holds a B.A. in Biology from Denison
University, and an M.B.A. from Farleigh Dickinson University.

Robert Cawthorn is an independent consultant to Global Health Care
Partners, a group of DLJ Merchant Banking, Inc., having been a Managing
Director from 1997 to 1999. 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 was the first
President of Biogen Inc. Mr. Cawthorn also serves as Chairman of Actelion
Pharmaceuticals Ltd., H(2)O Technologies, Pharbit Technologies and Pure Energy
Corporation.

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. Mr. Chubb serves as
a director of i-Stat Corporation and CompuCyte Corp.

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 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.

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 Managing Director of DLJ Merchant Banking, Inc.
since January 2000. Mr. Perper was a Principal of DLJ Merchant Banking, Inc.
from 1996 to January 2000 and a Vice President from 1993 to 1996. Mr. Perper
was formerly a director of IVAC Holdings, Inc. and Fiberite Holdings, Inc.

Douglas E. Rogers has been a Managing Director of Global Health Care
Partners 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.

Samuel O. Thier has been Chief Executive Officer of Partners HealthCare
System, Inc. since July 1996 and President of Partners HealthCare System since
1994. Previously, he served as President of The Massachusetts General Hospital
from 1994 through 1997. He has served as President of the American Federation
of Clinical Research and Chairman of the American Board of Internal Medicine,
and he is a Fellow of the American Academy of Arts and Sciences. He is a
director of Fleet Financial Group and Merck & Co., Inc.

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. 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

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<PAGE>

Courier Corporation. He is a director of Teachers Insurance and Annuity
Association and Thomas & Betts Corporation and Technology Solutions Company.

Henry Wendt III has been the Chairman of Global Health Care Partners 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.

Each of our directors serves until the next annual meeting of stockholders
and until a successor is duly elected and qualified or until his earlier death,
resignation or removal. All members of our board of directors were elected
pursuant to an investors' agreement that was entered into in connection with
the recapitalization. See "Relationships and Transactions with Related Parties
- - Investors' Agreement." There are no family relationships between any of our
directors or executive officers. Our executive officers are elected by, and
serve at the discretion of, the board of directors.

Committees of the Board of Directors

Our board of directors has an audit committee and a compensation
committee. The board may also establish other committees to assist in the
discharge of its responsibilities.

The audit committee makes recommendations to the board of directors
regarding the independent accountants to be nominated for election by the
stockholders and reviews the independence of such accountants, approves the
scope of the annual audit activities of the independent accountants, approves
the audit fee payable to the independent accountants and reviews such audit
results with the independent accountants. The audit committee is currently
comprised of Messrs. Chubb, Thier and Waltrip. PricewaterhouseCoopers LLP
presently serves as our independent accountants.

The duties of the compensation committee are to provide a general review
of our compensation and benefit plans to ensure that they meet corporate
objectives. In addition, the compensation committee reviews the chief executive
officer's recommendations on compensation of all of our officers and adopting
and changing major compensation policies and practices, and reports its
recommendations to the whole board of directors for approval and authorization.
The compensation committee also administers our stock plans. The compensation
committee is currently comprised of Messrs. Cawthorn, Dean, Waltrip and Wendt.

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<PAGE>

EXECUTIVE COMPENSATION

The following table sets forth information concerning the compensation for
the years ended December 25, 1999 and December 26, 1998 for our chief
executive officer and our four other most highly compensated executive
officers at the end of our last fiscal year. We collectively refer to these
executive officers throughout this section as our named executive officers.

Summary Compensation Table

<TABLE>
Long-Term Compensastion
Awards
-----------------------
Annual Compensation Restricted Securities
------------------------ Other Annual Stock Underlying All Other
Name and Principal Position Year Salary Bonus Compensation(1) Award(s) Options Compensation
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
James C. Foster............ 1999 $324,727 $790,001 $355,357 -- 290,000 $135,200(2)
Chairman, President and 1998 308,700 230,705(3) 33,717 4,500 19,000 171,268(4)
Chief Executive Officer
Real H. Renaud............. 1999 224,475 236,391 100,647 -- 85,000 42,252(5)
Senior Vice President and 1998 212,000 99,814 21,559 -- 4,200 43,275(6)
General Manager, European
and North American Animal
Operations
Dennis R. Shaughnessy...... 1999 176,239 290,542 338,113(7) -- 69,872 61,057(8)
Senior Vice President, 1998 167,800 79,898 21,968 -- 4,200 60,088(9)
Corporate Development,
General Counsel and
Secretary
David P. Johst............. 1999 154,209 238,767 84,569 -- 65,000 60,003(10)
Senior Vice President, 1998 146,800 69,911 11,689 -- 4,200 58,182(11)
Human Resources and
Administration
Thomas F. Ackerman......... 1999 141,621 245,954 92,574 -- 65,000 38,200(12)
Senior Vice President and 1998 135,000 64,378 10,670 -- 3,600 38,200(13)
Chief Financial Officer
</TABLE>

- ---------
(1) Amounts in this column for 1999 include contractual payments made by B&L
to the named executive officers in lieu of accelerating their unvested B&L
options upon the closing of the recapitalization.

(2) Includes employer contribution under our Executive Supplemental Life
Insurance Retirement Plan ($132,000) and Employee Savings Plan ($3,200).

(3) Includes $12,000 paid to Mr. Foster under B&L's Long Term Incentive Plan
during 1998.

(4) Includes employer contribution under our Executive Supplemental Life
Insurance Retirement Plan, EVA Long-Term Incentive Plan ($168,068) and
Employee Savings Plan ($3,200).

(5) Includes employer contribution under our Executive Supplemental Life
Insurance Retirement Plan ($39,052) and Employee Savings Plan ($3,200).

(6) Includes employer contribution under our Executive Supplemental Life
Insurance Retirement Plan ($40,075) and Employee Savings Plan ($3,200).

(7) Includes contractual payment made by B&L in lieu of accelerating unvested
options ($70,616) and lump-sum payment ($253,000) made in return for
relinquishment of right to participate in the executive Supplemental Life
Insurance Retirement Plan.

(8) Includes employer contribution under our Executive Supplemental Life
Insurance Retirement Plan ($57,857) and Employee Savings Plan ($3,200).

(9) Includes employer contribution under our Executive Supplemental Life
Insurance Retirement Plan ($57,956) and Employee Savings Plan ($2,132).

39
<PAGE>

(10) Includes employer contribution under our Executive Supplemental Life
Insurance Retirement Plan ($56,803) and Employee Savings Plan ($3,200).

(11) Includes employer contribution under our Executive Supplemental Life
Insurance Retirement Plan ($54,982) and Employee Savings Plan ($3,200).

(12) Includes employer contribution under our Executive Supplemental Life
Insurance Retirement Plan ($35,000) and Employee Savings Plan ($3,200).

(13) Includes employer contribution under our Executive Supplemental Life
Insurance Retirement Plan ($35,000) and Employee Savings Plan ($3,200).

Stock Options

The following table presents material information regarding options to
acquire shares of our common stock granted to our named executive officers in
1999. No options to acquire shares of B&L's common stock were granted to our
executive officers in 1999.

Option Grants in Fiscal 1999

<TABLE>
Individual Grants(1) Potential Realizable
------------------------------------------------------ Value at Assumed
Number of Percent of Annual Rates of Stock
Securities Total Options Price Appreciation
Underlying Granted to Exercise or for Option Term(2)
Options Employees in Base Price Expiration -----------------------
Name Granted(#) Fiscal Year(5) ($/Sh) Date 5%($) 10%($)
- ----- ---------- -------------- ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
James C. Foster............ 290,000 32.4% $10.27 9/29/2009 $1,871,892 $4,744,400
Real H. Renaud............. 85,000 9.5 10.27 9/29/2009 548,658 1,421,200
Dennis R. Shaughnessy...... 69,872 7.8 10.27 9/29/2009 451,010 1,168,260
David P. Johst............. 65,000 7.3 10.27 9/29/2009 419,562 1,086,800
Thomas F. Ackerman......... 65,000 7.3 10.27 9/20/2009 419,562 1,086,800
</TABLE>

- ---------
(1) The options granted vest either over time, on the occurrence of specified
events or the achievement of specified performance goals.

(2) The value actually realized by an optionee may not 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. We based these amounts on the assumption that
the option holders hold the options granted for their full term.

The following table provides material information related to the number
and value of options to acquire common stock of B&L exercised during 1999 by
the named executive officers and the value of options to acquire common stock
of B&L and our common stock at the end of 1999. On December 23, 1999, the
closing sale price of B&L common stock on NYSE was $66.25.

40
<PAGE>

Aggregated Option Exercises in Fiscal 1999 and Fiscal Year-End Option Values

<TABLE>
Number of Securities
Shares Underlying Unexercised Value of Unexercised
Acquired Options In-the-Money Options at
on Value At Fiscal Year-End(#) Year-End($)(2)
Exercise Realized --------------------------- ---------------------------
Name Company (#) ($)(1) Exercisable Unexercisable Exercisable Unexercisable
- ---- ------- -------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James C. Foster......... CRL -- -- -- 290,000 --
B&L 100,054 $2,154,389 -- -- --
Real H. Renaud.......... CRL -- -- -- 85,000 --
B&L 23,509 424,032 -- -- --
Dennis R. Shaughnessy... CRL -- -- -- 69,872 --
B&L 5,951 122,617 -- -- --
David P. Johst.......... CRL -- -- -- 65,000 --
B&L 11,921 328,913 -- -- --
Thomas F. Ackerman...... CRL -- -- -- 65,000 --
B&L 8,164 172,226 -- -- --
</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. We determined the value realized without
consideration for any issues or brokerage expenses which may have been
owed.
(2) There was no public trading market for our common stock as of December 31,
1999. Accordingly, these values have been calculated on the basis of the
assumed public offering price of $ per share, less the applicable exercise
price per share, multiplied by the number of shares underlying such
options.

Employee Agreements and Compensation Arrangements

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

Director Compensation

Directors who are not our employees or who are not otherwise affiliated
with us or our principal stockholders will receive $10,000 per year and $1,000
per board meeting, plus travel expenses.

Severance Plans

In January 1999, Charles River Laboratories, Inc. adopted the 1999 Charles
River Laboratories Officer Separation Plan. This plan provides for severance
payments to officers of Charles River Laboratories, Inc. in the event of
termination of their employment with Charles River Laboratories, Inc. under
specified circumstances. The named executive officers also serve as officers of
Charles River Laboratories, Inc. and are participants under the plan.

Stock Plans

Our 1999 Management Incentive Plan provides for the grant of stock options
to our employees, directors, officers and consultants. There are 926,000 shares
of common stock reserved for awards under the plan. As of December 25, 1999,
options to purchase 895,872 shares were outstanding under the plan.

Prior to the offering, we intend to adopt a new stock option plan
providing for grants of stock options to our employees and consultants. A total
of 617,000 shares of common stock will be reserved for awards under the plan.
We also intend to adopt a stock option plan for our independent directors.

41
<PAGE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows information regarding the beneficial ownership
of our common stock as of March 31, 2000 and as adjusted to reflect the sale of
the shares offered by us in this offering for:

o each person or group of affiliated persons known by us to own
beneficially more than 5% of the outstanding shares of common stock;

o each director and named executive officer; and

o all directors and executive officers as a group.

The address for each listed director and officer is c/o Charles River
Laboratories Corp., 251 Ballardvale Street, Wilmington, MA 01887.

We have determined beneficial ownership in the table in accordance with
the rules of the Securities and Exchange Commission. In computing the number of
shares beneficially owned by a person and the percentage ownership of that
person, we have deemed shares of common stock subject to options or warrants
held by that person that are currently exercisable or will become exercisable
within 60 days of April , 2000, assuming that this offering occurs in that
60-day period, to be outstanding, but we have not deemed these shares to be
outstanding for computing the percentage ownership of any other person. To our
knowledge, except as set forth in the footnotes below, each stockholder
identified in the table possesses sole voting and investment power with respect
to all shares of common stock shown as beneficially owned by that stockholder.
Beneficial ownership percentage is based on 10,285,715 shares of our common
stock outstanding as of April , 2000 and shares of our common stock outstanding
after completion of this offering.

<TABLE>
Percentage of Shares
Outstanding
--------------------
Number of Shares Before After
Name of Beneficial Owner Beneficially Owned Offering Offering
- ----------------------------------------------- ------------------ -------- --------
<S> <C> <C>
DLJ Merchant Banking Partners II, L.P. and
related investors(1)......................... 8,271,945(2) 73.6%
Bausch & Lomb Incorporated..................... 1,285,715 12.5
James C. Foster................................ 320,988(3) 2.0
Real H. Renaud................................. 48,708 *
Dennis R. Shaughnessy.......................... 43,838 *
David P. Johst................................. 48,708 *
Thomas F. Ackerman............................. 41,402 *
Julia D. Palm.................................. 22,406 *
Robert Cawthorn(4)............................. -- --
Stephen D. Chubb............................... 9,742 *
Thompson Dean(4)............................... -- --
Stephen C. McCluski............................ -- --
Reid S. Perper(4).............................. -- --
Douglas E. Rogers(4)........................... -- --
Samuel Thier................................... -- --
William Waltrip................................ 9,742 *
Henry C. Wendt(4).............................. -- --
Officers and directors as a group.............. 628,338 6.1
</TABLE>

*Less than 1%

- ---------
(1) Consists of shares held directly or indirectly 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., DLJ Investment Funding, Inc., Sprout Capital VIII, L.P. and Sprout
Venture Capital, L.P. See "Certain Relationships and Related Party
Transactions." The address of each of these investors is 277 Park

42
<PAGE>

Avenue, New York, New York 10172, except the address of Offshore Partners
is John B. Gorsiraweg 14, Willemstad, Curacao, Netherlands Antilles.

(2) Includes 874,451 shares underlying currently exercisable warrants.

(3) Shares shown for Mr. Foster include 116,413 attributed to him by relation,
as to which he disclaims beneficial ownership.

(4) Messrs. Cawthorn, Dean, Perper, Rogers and Wendt are officers of DLJ
Merchant Banking, Inc., an affiliate of the DLJMB Funds. 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.

43
<PAGE>

RELATIONSHIPS AND TRANSACTIONS WITH RELATED PARTIES

Financial Advisory Fees and Agreements

Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ Securities
Corporation"), an affiliate of the DLJMB Funds, received customary fees and
expense reimbursement for its services as financial advisor for the
recapitalization and as the initial purchaser of the senior subordinated notes.
DLJ Capital Funding, an affiliate of the DLJMB Funds, received customary fees
and reimbursement of expenses in connection with the arrangement and
syndication of our 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. DLJ Securities Corporation is acting as a managing
underwriter in this offering and will receive the fees and expense
reimbursement described under "Underwriting" for its services.

Under the investors' agreement described below, for a period of five years
from the date of the investors' agreement, we have agreed to engage DLJ
Securities Corporation or its affiliates as our exclusive financial and
investment banking advisor. 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 any 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

CRL Acquisition LLC's only asset is its investment in our common stock.
CRL Acquisition LLC, the 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; and

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 the DLJMB Funds have the right
to appoint the three members of the board of directors of CRL Acquisition LLC,
including the chairman.

Prior to this offering, our current stockholders, including CRL
Acquisition LLC, will transfer all of their shares to us in exchange for newly
issued shares of our common stock. Each old share will be exchanged for new
shares of our common stock. After receiving its newly-issued shares, CRL
Acquisition LLC will distribute a substantial portion of these shares to its
limited liability company unit holders.

Investors' Agreement

Our company, CRL Acquisition LLC, CRL Holdings, Inc. (a subsidiary of
B&L), management and other of our 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 our common
stock who is required by the investors' agreement or by any other agreement or
plan of our company to become a party to the investors' agreement will execute
an agreement to be bound by the investors' agreement.

44
<PAGE>

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

o the ability of some shareholders to participate in particular sales
of our shares;

o the ability of DLJMB Funds or CRL Acquisition LLC to require the
other shareholders to sell shares of our common stock held by them in
particular circumstances if the DLJMB Funds or CRL Acquisition LLC
choose to sell shares owned by them;

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

o the right of CRL Holdings Inc. to sell us all of our common stock
acquired by it as of the closing date of the recapitalization which
will terminate on the occurrence of this offering; and

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

The investors' agreement also provides that DLJ Merchant Banking Partners
II, L.P. has the right to appoint seven members of our board of directors,
including the chairman. The investors' agreement also provides that B&L CRL,
Inc. has the right to appoint one director and that the chief executive officer
appointed by the board also will serve as a director.

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 $300,000 and each of Real H. Renaud, Thomas F. Ackerman and
Dennis R. Shaughnessy borrowed approximately $200,000. Two weeks after the
consummation of the recapitalization, the loans matured and were repaid by the
officers. Following the repayment, the officers borrowed the following amounts
from us: Mr. Foster ($300,000), Mr. Renaud ($150,000), Mr. Shaughnessy
($175,000) and Mr. Ackerman ($175,000). The loans mature in ten years and
interest accrues at 6.75%, the applicable federal rate. Each loan is secured by
units in CRL Acquisition LLC held by the borrower. Any after-tax proceeds from
the sale of such equity and options by each officer will be used to pay down
his loan until it is repaid in full. Each note accelerates upon the termination
of the borrower's employment with us for any reason.

<PAGE>

DESCRIPTION OF CAPITAL STOCK

General Matters

Upon completion of this offering, the total amount of our authorized
capital stock will consist of shares of common stock, $.01 par value
per share, and 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 our board of directors may
determine. As of December 25, 1999, we had outstanding 10,285,715 shares of
common stock and no shares of preferred stock.

After giving effect to this offering, we will have shares of common
stock ( shares if the underwriters' over-allotment option is exercised
in full) and no other shares of any series of preferred stock outstanding. As
of , 2000, we had stockholders of record with respect to our
common stock and outstanding options to purchase 895,872 shares of our common
stock, of which none were currently exercisable. The following summary of
provisions of our capital stock describes all material provisions of, but does
not purport to be complete and is subject to, and qualified in its entirety
by, our restated certificate of incorporation and our amended and restated
by-laws, which are included as exhibits to the registration statement of which
this prospectus forms a part, and by the provisions of applicable law.

The restated certificate and by-laws contain provisions that are intended
to enhance the likelihood of continuity and stability in the composition of
the board of directors and which may have the effect of delaying, deferring or
preventing a future takeover or change in control of our company unless such
takeover or change in control is approved by our board of directors.

Common Stock

The issued and outstanding shares of common stock are, and the shares of
common stock to be issued by us in connection with the offering will be,
validly issued, fully paid and nonassessable. Holders of our common stock are
entitled to share equally, share for share, if dividends are declared on our
common stock, whether payable in cash, property or our securities. The shares
of common stock are not convertible and the holders thereof have no preemptive
or subscription rights to purchase any of our securities. Upon liquidation,
dissolution or winding up of our company, the holders of common stock are
entitled to share equally, share for share, in our assets which are legally
available for distribution, after payment of all debts and other liabilities
and subject to the prior rights of any holders of any series of preferred
stock then outstanding. Each outstanding share of common stock is entitled to
one vote on all matters submitted to a vote of stockholders. There is no
cumulative voting. Except as otherwise required by law or the restated
certificate, the holders of common stock vote together as a single class on
all matters submitted to a vote of stockholders.

We have applied to have our common stock approved for quotation on the New
York Stock Exchange under the symbol "CRL."

Preferred Stock

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. Our
board of directors may, without further action by our stockholders, from time
to time, direct the issuance of shares of preferred stock in series and may, at
the time of issuance, determine the rights, preferences and limitations of each
series. Satisfaction of any dividend preferences of outstanding shares of
preferred stock would reduce the amount of funds available for the payment of
dividends on shares of common stock. Holders of shares of preferred stock may
be entitled to receive a preference payment in the event of any liquidation,
dissolution or winding-up of our company before any payment is made to the
holders of shares of common stock. In some circumstances, the issuance of
shares of preferred stock may render more difficult or tend to discourage a
merger, tender offer or proxy contest, the assumption of control by a holder of
a large block of our securities or the removal of incumbent management. Upon
the affirmative vote of a majority of the total number of directors then in
office, our board of directors, without stockholder approval, may issue shares
of

46
<PAGE>

preferred stock with voting and conversion rights which could adversely affect
the holders of shares of common stock.

We have no current intention to issue any of our unissued, authorized
shares of preferred stock. However, the issuance of any shares of preferred
stock in the future could adversely affect the rights of the holders of common
stock.

Warrants

We have outstanding warrants to purchase 591,366 shares of common stock at
an exercise price of $10.00 per share, subject to customary antidilution
adjustment. The warrants will be exercisable at any time on or after October
21, 2001. Unless exercised, the warrants will automatically expire at 5:00
p.m., New York City time, on October 1, 2009.

We also have outstanding warrants to purchase 950,240 shares of 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 above warrants) and other customary terms. These warrants will
be exercisable at any time prior to 5:00 p.m., New York City time, on April 1,
2010. The DLJMB Funds are entitled to particular registration rights related to
these warrants.

Registration Rights

Pursuant to the Investors' Agreement, we have granted holders of
approximately 7.4 million shares of our common stock demand registration rights
to cause us to file a registration statement under the Securities Act covering
resales of their shares. We also have granted holders of approximately 10.3
million shares of our common stock "piggyback" registration rights to include
their shares in a registration of securities by us, subject to the right of the
managing underwriter of the offering to exclude some or all of the shares if
and to the extent their inclusion would adversely affect the marketing of the
shares being offered by us. We have agreed to indemnify all holders whose
shares are registered pursuant to exercise of these rights against specified
liabilities, including liabilities under the Securities Act, and to pay their
expenses in connection with these registrations. All holders of registration
rights have agreed not to exercise them in connection with and during the 180
days following this offering.

Provisions of Delaware Law Governing Business Combinations

Following the consummation of this offering, we will be subject to the
"business combination" provisions of the Delaware General Corporation Law. In
general, such provisions prohibit a publicly held Delaware corporation from
engaging in various "business combination" transactions with any "interested
stockholder" for a period of three years after the date of the transaction in
which the person became an "interested stockholder," unless:

o the transaction is approved by the board of directors prior to the
date the "interested stockholder" obtained such status;

o upon consummation of the transaction which resulted in the
stockholder becoming an "interested stockholder," the "interested
stockholder" owned at least 85% of the voting stock of the
corporation outstanding at the time the transaction commenced,
excluding for purposes of determining the number of shares
outstanding those shares owned by (a) persons who are directors and
also officers and (b) employee stock plans in which employee
participants do not have the right to determine confidentially
whether shares held subject to the plan will be tendered in a tender
or exchange offer; or

o on or subsequent to such date the "business combination" is approved
by the board of directors and authorized at an annual or special
meeting of stockholders by the affirmative vote of at least 66 2/3%
of the outstanding voting stock which is not owned by the "interested
stockholder."

A "business combination" is defined to include mergers, asset sales and
other transactions resulting in financial benefit to a stockholder. In general,
an "interested stockholder" is a person who, together with affiliates and
associates, owns 15% or more of a

47
<PAGE>

corporation's voting stock or within three years did own 15% or more of a
corporation's voting stock. The statute could prohibit or delay mergers or
other takeover or change in control attempts.

Limitations on Liability and Indemnification of Officers and Directors

Our restated certificate of incorporation limits the liability of
directors to the fullest extent permitted by the Delaware General Corporation
Law. In addition, our restated certificate of incorporation provides that we
will indemnify our directors and officers to the fullest extent permitted by
such law. We expect to enter into indemnification agreements with our current
directors and executive officers prior to the completion of the offering and
expect to enter into a similar agreement with any new directors or executive
officers. We expect to obtain director's and officer's insurance prior to the
completion of this offering.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is State Street Bank
and Trust Company.

48
<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

The sale of a substantial amount of our common stock in the public market
after this offering could adversely affect the prevailing market price of our
common stock. Furthermore, because no shares will be available for sale shortly
after this offering due to the contractual and legal restrictions on resale
described below, the sale of a substantial amount of common stock in the public
market after these restrictions lapse could adversely affect the prevailing
market price of our common stock and our ability to raise equity capital in the
future.

Upon completion of this offering, we will have outstanding an aggregate of
shares of our common stock, assuming no exercise of the underwriters'
over-allotment option and no exercise of outstanding options. Of these shares,
all of the shares sold in this offering will be freely tradable without
restriction or further registration under the Securities Act, unless the
shares are purchased by "affiliates" as that term is defined in Rule 144 under
the Securities Act. Any shares purchased by an affiliate may not be resold
except pursuant to an effective registration statement or an applicable
exemption from registration, including an exemption under Rule 144 of the
Securities Act. The remaining shares of common stock held by existing
stockholders are "restricted securities" as that term is defined in Rule 144
under the Securities Act. These restricted securities may be sold in the
public market only if they are registered or if they qualify for an exemption
from registration under Rule 144 or Rule 701 under the Securities Act. These
rules are summarized below.

In connection with this offering, our existing officers and directors and
persons who will own an aggregate of shares of our common stock after
this offering, have agreed with the underwriters that, subject to exceptions,
they will not sell or dispose of any of their shares for 180 days after the
date of this prospectus. Donaldson, Lufkin & Jenrette Securities Corporation
may, in its sole discretion and at any time without notice, release all or any
portion of the shares subject to such restrictions. The shares of common
stock outstanding upon closing of this offering will be available for sale in
the public market as follows:

Approximate
Number of Shares Description
- ---------------- -----------
After the date of this prospectus, freely tradable shares
sold in this offering.
After 180 days from the date of this prospectus, the lock-up
period will expire and these shares will be saleable under
Rule 144 (subject, in some cases, to volume limitations).
After one year from the date of this prospectus, these shares
will be saleable under Rule 144 (subject, in some cases, to
volume limitations).
After two years from the date of this prospectus, these
shares will be saleable under Rule 144 without limitations
as to volume.

Lock-up Agreements

We, our executive officers, directors, all of our existing stockholders
and optionholders have agreed not to offer, sell, contract to sell or otherwise
dispose of any shares of our common stock for a period of 180 days after the
date of this prospectus without the prior written consent of Donaldson, Lufkin
& Jenrette Securities Corporation, except, in the case of our company, for the
shares of common stock to be issued in connection with the offering or pursuant
to employee benefit plans existing on the date of this prospectus or sales or
dispositions to our company, permitted transfers to related parties that agree
to be bound by the foregoing restrictions, and permitted sales of shares
acquired in the open market following the completion of the offering.

Rule 144

In general, under Rule 144 as currently in effect, beginning ninety (90)
days after the date of this prospectus, a person who has beneficially owned
shares of our common stock for at least one year from the later of the date
whose shares of common stock were acquired from us or from an affiliate of ours
would be entitled to sell within any three-month period a number of shares that
does not exceed the greater of:

49
<PAGE>

o one percent of the number of shares of common stock then outstanding,
which will equal approximately shares immediately after this
offering; or

o the average weekly trading volume of the common stock on the NYSE
during the four calendar weeks preceding the filing of a notice on
Form 144 with respect to the sale of any shares of common stock.

The sales of any shares of common stock under Rule 144 are also subject to
manner of sale provisions and notice requirements and to the availability of
current public information about us.

Rule 144(k)

Under Rule 144(k), a person who is not one of our affiliates at any time
during the three months preceding a sale, and who has beneficially owned the
shares proposed to be sold for at least two years from the later of the date
such shares of common stock were acquired from us or from an affiliate of ours,
including the holding period of any prior owner other than an affiliate, is
entitled to sell those shares without complying with the manner of sale, public
information, volume limitation or notice provisions of Rule 144. Therefore,
unless otherwise restricted pursuant to the lock-up agreements or otherwise,
those shares may be sold immediately upon the completion of this offering.

Rule 701

In general, under Rule 701 of the Securities Act as currently in effect,
each of our employees, consultants or advisors who purchases shares from us in
connection with a compensatory stock plan or other written agreement is
eligible to resell those shares ninety (90) days after the effective date of
this offering in reliance on Rule 144, but without compliance with some of the
restrictions, including the holding period, contained in Rule 144.

No precise prediction can be made as to the effect, if any, that market
sales of shares or the availability of shares for sale will have on the market
price of our common stock prevailing from time to time. We are unable to
estimate the number of our shares that may be sold in the public market
pursuant to Rule 144 or Rule 701 because this will depend on the market price
of our common stock, the personal circumstances of the sellers and other
factors. Nevertheless, sales of significant amounts of our common stock in the
public market could adversely affect the market price of our common stock.

Stock Plans

We intend to file a registration statement under the Securities Act
covering 1,543,000 shares of common stock reserved for issuance under our stock
option plan and our management incentive plan. This registration statement is
expected to be filed as soon as practicable after the effective date of this
offering.

As of March 31, 2000, there are options to purchase 895,872 shares
outstanding under our management incentive plan. All of these shares will be
eligible for sale in the public market from time to time, subject to vesting
provisions, Rule 144 volume limitations applicable to our affiliates and, in
the case of some of the options, the expiration of lock-up agreements and the
Investors' Agreement.

50
<PAGE>

CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS FOR
NON-UNITED STATES HOLDERS OF COMMON STOCK

The following is a general discussion of the material U.S. federal income
and estate tax consequences of the ownership and disposition of our common
stock by a non-U.S. holder. In general, a non-U.S. holder is:

o an individual who is a nonresident alien of the U.S.;

o a corporation or other entity taxed as a corporation organized or
created under non-U.S. law;

o an estate that is not taxable in the U.S. on its worldwide income; or

o a trust that is either not subject to primary supervision over its
administration by a U.S. court or not subject to the control of a
U.S. person with respect to substantial trust decisions.

If a partnership holds common stock, the tax treatment of a partner will
generally depend upon the status of the partner and upon the activities of the
partnership. If you are a partner of a partnership holding common stock, we
suggest that you consult your tax advisor.

If you are an individual, you may, in many cases, be deemed to be a
resident alien, as opposed to a nonresident alien, by virtue of being present
in the United States for at least 31 days in the calendar year and for an
aggregate of at least 183 days during a three-year period ending in the current
calendar year (counting for such purposes all of the days present in the
current year, one-third of the days present in the immediately preceding year,
and one-sixth of the days present in the second preceding year). Resident
aliens are subject to U.S. federal income tax as if they were U. S. citizens.

This discussion is based on the Internal Revenue Code of 1986, as amended,
or Code, and administrative interpretations of the Code as of the date of this
prospectus, all of which are subject to change, including changes with
retroactive effect.

This discussion does not address all aspects of U.S. federal taxation, and
in particular is limited in the ways that follow:

o the discussion assumes that you hold your common stock as a capital
asset (that is, for investment purposes), and that you do not have a
special tax status.

o the discussion does not consider tax consequences that depend upon
your particular tax situation in addition to your ownership of the
common stock.

o the discussion does not consider special tax provisions that may be
applicable to you if you have relinquished U.S. citizenship or
residence.

o the discussion is based on current law. Changes in the law may change
the tax treatment of the common stock, possibly on a retroactive
basis.

o the discussion does not cover state, local or foreign law, and

o we have not requested a ruling from the Internal Revenue Service
("IRS") on the tax consequences of owning the common stock. As a
result, the IRS could disagree with portions of this discussion.

Each prospective purchaser of common stock is advised to consult a tax
advisor with respect to current and possible future tax consequences of
purchasing, owning and disposing of our common stock as well as any tax
consequences that may arise under the laws of any United States state,
municipality or other taxing jurisdiction.

51
<PAGE>

Distributions

Distributions paid on the shares of common stock generally will constitute
dividends for U.S. federal income tax purposes to the extent paid from our
current or accumulated earnings and profits, as determined under U.S. federal
income tax principles. To the extent that the amount of any distributions
exceeds our current or accumulated earnings and profits for a taxable year, the
distribution first will be treated as a tax-free return of your basis in the
shares of common stock, causing a reduction in the adjusted basis of the common
stock, and the balance in excess of adjusted basis will be taxed as capital
gain recognized on a disposition of the common stock (as discussed below).

Subject to the discussion below, dividends paid to a non-U.S. holder of
common stock generally will be subject to withholding tax at a 30% rate or a
reduced rate specified by an applicable income tax treaty. Under current U.S.
Treasury regulations, for purposes of withholding and of determining the
applicability of a tax treaty rate, dividends paid before January 1, 2001, to
an address outside the United States are presumed to be paid to a resident of
the country of address, unless the payor has knowledge to the contrary.
However, U.S. Treasury regulations applicable to dividends paid after December
31, 2000, eliminate this presumption, subject to certain transition rules.

For dividends paid after December 31, 2000, unless non-U.S. holders comply
with certain IRS certification or documentary evidence procedures, they
generally will be subject to U.S. backup withholding tax at a 31% rate under
the backup withholding rules described below, rather than at the 30% or reduced
tax treaty rate. The certification requirement may be fulfilled by providing
IRS Form W-8BEN or W-8ECI. You should consult your own tax advisor concerning
the effect, if any, of the rules affecting post-December 31, 2000 dividends on
your possible investment in common stock.

The withholding tax does not apply to dividends paid to a non-U.S. holder
that provides a Form 4224 or, after December 31, 2000, a Form W-8ECI,
certifying that the dividends are effectively connected with the non-U.S.
holder's conduct of a trade or business within the United States. Instead, the
effectively connected dividends generally will be subject to regular U.S.
income tax as if the non-U.S. holders were a U.S. resident. If the non-U.S.
holder is eligible for the benefits of a tax treaty between the U.S. and the
holder's country of residence, any effectively connected income will be subject
to U.S. federal income tax only if it is attributable to a permanent
establishment in the U.S. maintained by the holder. A non-U.S. corporation
receiving effectively connected dividends also may be subject to an additional
"branch profits tax" imposed at a rate of 30% (or a lower treaty rate) on an
earnings amount that is net of the regular tax.

You may obtain a refund of any excess amounts withheld by filing an
appropriate claim for refund along with the required information with the IRS.

Gain on Disposition of Common Stock

A non-U.S. holder generally will not be subject to U.S. federal income tax
on gain realized on a sale or other disposition of common stock unless:

o the gain is effectively connected with the trade or business of the
non-U.S. holder in the United States and, if certain tax treaties
apply, is attributable to a permanent establishment in the U.S.
maintained by such holder;

o in the case of certain non-U.S. holders who are non-resident alien
individuals and hold the common stock as a capital asset, the
individuals are present in the United States for 183 or more days in
the taxable year of the disposition and certain conditions are met;
or

o we are or have been a U.S. real property holding corporation at any
time within the five-year period preceding the disposition or during
the non-U.S. holder's holding period, whichever period is shorter.

52
<PAGE>

The tax relating to stock in a U.S. real property holding corporation does
not apply to a non-U.S. holder whose holdings, actual and constructive, at all
times during the applicable period, amount to 5% or less of the common stock of
a U.S. real property holding corporation, provided that the common stock is
regularly traded on an established securities market. Generally, a corporation
is a U.S. real property holding corporation if the fair market value of its
U.S. real property interests, as defined in the code and applicable
regulations, equals or exceeds 50% of the aggregate fair market value of its
worldwide real property interests and its other assets used or held for use in
a trade or business. We may be, or may prior to a non-U.S. holder's disposition
of common stock become, a U.S. real property holding corporation.

Information Reporting Requirements and Backup Withholding

We must report annually to the IRS the amount of dividends paid, the name
and address of the recipient, and the amount of any tax withheld. A similar
report is sent to the non-U.S. holder. Under tax treaties or other agreements,
the IRS may make its reports available to tax authorities in the recipient's
country of residence. Dividends paid on or before December 31, 2000, at an
address outside the United States are not subject to backup withholding, unless
the payor has knowledge that the payee is a U.S. person. However, a non-U.S.
holder will be required to certify its non-U.S. status in order to avoid backup
withholding at a 31% rate on dividends paid after December 31, 2000, or
dividends paid on or before that date at an address inside the United States.

U.S. information reporting and backup withholding generally will not apply
to a payment of proceeds of a disposition of common stock where the transaction
is effected outside the United States through a non-U.S. office of a non-U.S.
broker.

However, information reporting requirements, but not backup withholding,
generally will apply to such a payment if the broker is:

o a U.S. person;

o a foreign person that derives 50% or more of its gross income for
certain periods from the conduct of a trade or business in the U.S.;

o a controlled foreign corporation as defined in the Code; or

o a foreign partnership with certain U.S. connections (for payments
made after December 31, 2000).

Information reporting requirements will not apply in the above cases if the
broker has documentary evidence in its records that the holder is a non-U.S.
holder and certain conditions are met or the holder otherwise establishes an
exemption.

A non-U.S. holder will be required to certify its non-U.S. status, in
order to avoid information reporting and backup withholding at a 31% rate on
disposition proceeds, where the transaction is effected by or through a U.S.
office of a broker.

Backup withholding is not an additional tax. Rather, the tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. When withholding results in an overpayment of taxes, a refund may be
obtained if the required information is furnished to the IRS.

Federal Estate Tax

An individual non-U.S. holder who is treated as the owner of, or has made
certain lifetime transfers of, an interest in the common stock will be required
to include the value of the stock 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.

53
<PAGE>

THE FOREGOING DISCUSSION IS ONLY A SUMMARY OF CERTAIN U.S. FEDERAL INCOME AND
ESTATE TAX CONSEQUENCES OF THE OWNERSHIP, SALE OR OTHER DISPOSITION OF COMMON
STOCK BY NON-U.S. HOLDERS. YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR WITH
RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO YOU OF OWNERSHIP AND DISPOSITION
OF COMMON STOCK, INCLUDING THE EFFECT OF ANY STATE, LOCAL, FOREIGN OR OTHER
TAX LAWS, AND ANY APPLICABLE INCOME OR ESTATE TAX TREATIES.

54
<PAGE>

UNDERWRITING

Subject to the terms and conditions of an underwriting agreement dated the
date of this prospectus, the underwriters named below, who are represented by
Donaldson, Lufkin & Jenrette Securities Corporation, Lehman Brothers Inc., ING
Barings LLC, SG Cowen Securities Corporation, U.S. Bancorp Piper Jaffray Inc.
and DLJdirect Inc. (the "Representatives"), have severally agreed to purchase
from us the respective number of shares of common stock set forth opposite
their names below at the initial public offering price less the underwriting
fees set forth on the cover page of this prospectus.

Underwriters: Number of Shares
------------ ----------------
Donaldson, Lufkin & Jenrette Securities Corporation.....
Lehman Brothers Inc. ...................................
ING Barings LLC ........................................
SG Cowen Securities Corporation ........................
U.S. Bancorp Piper Jaffray Inc. ........................
DLJdirect Inc. .........................................
----------------
Total .................................................
================

The underwriting agreement provides that the obligations of the several
underwriters to purchase and accept delivery of the shares included in this
offering are subject to approval of legal matters by their counsel and to other
specified conditions. The underwriters are obligated to purchase and accept
delivery of all the shares (other than those shares covered by the
over-allotment option described below) if they purchase any of the shares.

The underwriters initially propose to offer some of the shares directly to
the public at the public offering price set forth on the cover page of this
prospectus and some of the shares to dealers at the public offering price less
a concession not in excess of $ per share. The underwriters may allow,
and such dealers may re-allow, a concession not in excess of $ per share
on sales to other dealers. After the initial offering of the shares to the
public, the Representatives may change the public offering price and such
concessions at any time without notice.

We have granted the underwriters an option, exercisable for 30 days from
the date of this prospectus, to purchase, from time to time, in whole or in
part, up to additional shares at the public offering price less the
underwriting fees. The underwriters may exercise such option solely to cover
over-allotments, if any, made in connection with this offering. To the extent
that the underwriters exercise such option, each underwriter will become
obligated, subject to specified conditions, to purchase a number of additional
shares approximately proportionate to such underwriter's initial purchase
commitment.

The following table shows the underwriting fees to be paid to the
underwriters by us in connection with this offering. These amounts are shown
assuming both no exercise and full exercise of the underwriters' option to
purchase additional shares of common stock.

No Exercise Full Exercise
----------- -------------
Per Share............. $ $
Total................. $ $

We have agreed to indemnify the underwriters against specified civil
liabilities, including liabilities under the Securities Act of 1933, or to
contribute to payments that the underwriters may be required to make in respect
of any of those liabilities.

The underwriters have reserved for sale, at the initial public offering
price, shares of the common stock for employees, directors, customers,
suppliers and other persons associated with us who have expressed an interest
in purchasing such shares of common stock in this offering. The number of
shares of common stock available for sale to the general public in this
offering will be reduced to the extent such persons purchase the reserved
shares. Any reserved shares not so purchased will be offered by the
underwriters to the general public on the same terms as the other shares
offered hereby.

55
<PAGE>

We estimate that expenses of the offering will total $ .

We, our shareholders and our executive officers and directors who are
holders of our common stock have agreed that, subject to some exceptions for a
period of 180 days from the date of this prospectus, we will not, without the
prior written consent of Donaldson, Lufkin & Jenrette Securities Corporation:

o offer, pledge, sell, contract to sell, sell any option or contract to
purchase, any shares of common stock or any securities convertible
into or exercisable or exchangeable for common stock;

o purchase any option or contract to sell any shares of common stock or
any securities convertible into or exercisable or exchangeable for
common stock;

o grant any option, right or warrant to purchase or otherwise transfer
or dispose of, directly or indirectly, any shares of common stock or
any securities convertible into or exercisable or exchangeable for
common stock; or

o enter into any swap or other arrangement that transfers all or a
portion of the economic consequences associated with the ownership of
any common stock or any securities convertible into or exercisable or
exchangeable for common stock (regardless of whether any of the
transactions described above is to be settled by the delivery of
common stock, or such other securities, in cash or otherwise).

In addition, during such period, we also have agreed not to file any
registration statement with respect to, and each of our executive officers and
directors and several of our shareholders have agreed not to make any demand
for, or exercise any right with respect to, the registration of any shares of
common stock or any securities convertible into or exercisable or exchangeable
for common stock without the prior written consent of Donaldson, Lufkin &
Jenrette Securities Corporation.

We have applied for listing of our common stock on the New York Stock
Exchange under the symbol "CRL."

The representatives of the underwriters have advised us that the
underwriters do not intend to confirm sales to any account over which they
exercise discretionary authority.

Other than in the United States, no action has been taken by us or the
underwriters that would permit a public offering of the shares of common stock
included in this offering in any jurisdiction where action for that purpose is
required. The shares included in this offering may not be offered or sold,
directly or indirectly, nor may this prospectus or any other offering material
or advertisement in connection with the offer and sale of any such shares be
distributed or published in regulations of such jurisdiction. Persons who
receive this prospectus are advised to inform themselves about and to observe
any restrictions relating to this offering and the distribution of this
prospectus. This prospectus is not an offer to sell or a solicitation of an
offer to buy any shares of common stock included in this offering in any
jurisdiction where that would not be permitted or legal.

In connection with this offering, the underwriters may engage in
transactions that stabilize, maintain or otherwise affect the price of the
common stock. Specifically, the underwriters may over-allot this offering,
thereby creating a syndicate short position. In addition, the underwriters may
bid for and purchase shares of common stock in the open market to cover such
syndicate short position or to stabilize the price of the common stock. The
activities may stabilize or maintain the market price above independent market
levels. The underwriters are not required to engage in these activities, and
may end any of these activities at any time.

DLJ Capital Funding (an affiliate of Donaldson, Lufkin & Jenrette
Securities Corporation) acted as sole lead arranger and syndication agent under
our credit facility and has received fees pursuant to the credit facility
customary to performing such services.

The DLJ Merchant Banking Partners II, L.P. and certain of its affiliated
funds and entities, including the Sprout Group and DLJ Investment Partners,
L.P., all of which are affiliates of Donaldson, Lufkin & Jenrette Securities

56
<PAGE>

Corporation, control us through their ownership of our securities. See
"Security Ownership of Certain Beneficial Owners and Management" and "Certain
Relationships and Related Party Transactions."

As stated above, affiliates of Donaldson, Lufkin & Jenrette Securities
Corporation, control our company through their security ownership. Under the
provisions of Rule 2720 of the Conduct Rules of the National Association of
Securities Dealers, Inc. ("Rule 2720"), when an NASD member such as Donaldson,
Lufkin & Jenrette Securities Corporation distributes securities of a company in
which it owns 10% or more of the company's outstanding voting securities, the
public offering price of the securities can be no higher than that recommended
by the "qualified independent underwriter," as such term is defined in Rule
2720. In accordance with such requirements, Lehman Brothers Inc. has agreed to
serve as a "qualified independent underwriter" and will conduct due diligence
and recommend a maximum price for the shares.

LEGAL MATTERS

The validity of the shares of our common stock offered hereby will be
passed upon for us by Ropes & Gray, Boston, Massachusetts. Certain legal
matters will be passed upon for the underwriters by Davis Polk & Wardwell, New
York, New York. Davis Polk & Wardwell has also represented us from time to
time.

EXPERTS

The consolidated financial statements of Charles River Laboratories Corp.
as of December 25, 1999 and December 26, 1998 and for each of the three years
in the period ended December 25, 1999 included in this prospectus have been
included in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on authority of said firm as experts in auditing and
accounting.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the
Securities Act with respect to the common stock to be sold in this offering.
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 and our common stock 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 us, 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.

57
<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 Corp. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Balance Sheet
as of December 25, 1999 ................................................. P-4
Unaudited Pro Forma Condensed Consolidated Balance Sheet
as Adjusted as of December 25, 1999 ..................................... P-5
Notes to Unaudited Pro Forma and Pro Forma as Adjusted
Condensed Consolidated Balance Sheet as of December 25, 1999 ............ P-6
Unaudited Pro Forma Condensed Consolidated Statement of
Income for the Year Ended December 25, 1999 ............................. P-8
Unaudited Pro Forma as Adjusted Condensed Consolidated
Statement of Income for the Year Ended December 25, 1999 ................ P-9
Notes to Unaudited Pro Forma and Pro Forma as Adjusted
Condensed Consolidated Statement of Income for the Year
Ended December 25, 1999 ................................................ P-10

P-1
<PAGE>

INTRODUCTION TO UNAUDITED PRO FORMA CONDENSED

CONSOLIDATED FINANCIAL DATA

On September 29, 1999, the Company consummated the recapitalization. Prior
to the consummation of the recapitalization, Charles River Laboratories, Inc.
("CRLI") became a wholly owned subsidiary of Charles River Laboratories Corp.
Charles River Laboratories Corp. has no operations other than those related to
CRLI. The aggregate consideration for the recapitalization consisted of $400.0
million in cash and a subordinated discount note for $43.0 million issued to
the subsidiaries of B&L. Subsidiaries of B&L retained equity with a fair market
value of $13.2 million. The $400.0 million cash consideration was raised
through the following:

o $92.4 million cash equity investment by the DLJMB Funds, management
and certain other investors;

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

o $162.0 million senior secured credit facilities; and

o a portion of the net proceeds of the $150 million unit offering
consisting of senior subordinated notes;($147.9 million) and warrants
($2.1 million).

Upon the consummation of the recapitalization, the DLJMB Funds, management
and certain other investors owned 87.5% of our outstanding capital stock and
B&L owned 12.5%. The recapitalization has been accounted for as a leveraged
recapitalization, which had no impact on the historical basis of our, or our
subsidiaries', assets and liabilities.

Simultaneously with the recapitalization, we acquired SBI Holdings, Inc.
("Sierra") pursuant to a stock purchase agreement for an initial purchase price
of $23.3 million, of which approximately $6.0 million was used to repay
Sierra's existing debt, which we funded with available cash and a portion of
the net proceeds from the indebtedness described above. In addition, we have
agreed to pay (a) up to $2.0 million in contingent consideration if certain
financial objectives are reached by December 31, 2000, (b) up to $10.0 million
in performance-based bonus payments if certain 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 certain key scientific
and managerial personnel through June 30, 2001. The recapitalization and the
Sierra acquisition were consummated concurrently.

As of February 28, 2000, the Company acquired an additional 16% of the
equity (340,840 common shares) of its 50% equity joint venture company, Charles
River Japan, from Ajinomoto Co., Inc. The purchase price for the equity was 1.4
billion yen, or $12.8 million. One billion yen, or $9.2 million, was paid at
closing, and the balance of 400 million yen, or $3.7 million, was deferred
pursuant to a three-year balloon promissory note secured by a pledge of the 16%
shares. The note bears interest at the long-term prime rate in Japan. Effective
with the acquisition of this additional interest, the Company will have control
of and will consolidate the operations of Charles River Japan, from the
effective date of the incremental acquisition.

During January 2000, the Company sold a product line within its research
model business segment. The selling price of $7.0 million approximated the net
book value at the time of the sale. Fiscal 1999 sales associated with this
product line approximated $2.8 million. In addition, at the time of the sale,
the Company had approximately $0.9 million of deferred revenue which related to
cash payments received in advance of shipping the research models.

The following unaudited pro forma as adjusted condensed consolidated
financial data of the Company is based upon historical consolidated financial
statements of the Company as adjusted to give effect to the impact of the
transactions described above and the sale of shares in this offering at an
assumed initial public offering price of $ per share, the net proceeds of
which will be used to repay certain outstanding indebtedness. The unaudited pro
forma condensed consolidated balance sheet as of December 25, 1999 gives effect
to the sale of the product line, the 16% incremental investment in Charles
River Japan and the offering, assuming that they had occurred on December 25,
1999. The unaudited pro forma condensed consolidated statement of income for
the year ended December 25, 1999, gives effect to the transactions and the
offering as if they had occurred at the beginning of the period presented.

P-2
<PAGE>

The pro forma adjustments are based on estimates, available information
and certain assumptions and may be revised as additional information becomes
available. The unaudited pro forma condensed consolidated financial data do not
purport to represent what the Company's combined results of operations or
financial position would actually have been if the above transactions and the
offering had occurred on the dates indicated and are not necessarily
representative of the Company's combined results of operations for any future
period. The unaudited pro forma condensed consolidated balance sheet and
condensed 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 CORP.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of December 25, 1999
(dollars in thousands)

<TABLE>
Charles River
Company Japan Acquisition Sale of
Historical Historical(a) Adjustments Product Line(e) Pro Forma
---------- ------------- ----------- --------------- ---------
<S> <C> <C> <C> <C> <C>
Assets
Current assets
Cash and cash equivalents................... $ 15,010 $ 1,146 $ (9,174) (b) $ 7,000 $ 13,982
Trade receivables, net...................... 36,293 11,892 -- -- 48,185
Inventories................................. 30,534 5,125 -- (2,665) 32,994
Deferred tax asset.......................... 632 832 -- -- 1,464
Due from affiliates......................... 1,233 -- (1,068) (c) -- 165
Other current assets........................ 6,371 230 -- -- 6,601
-------- -------- --------- ------- ---------
Total current assets....................... 90,073 19,225 (10,242) 4,335 103,391
Property, plant and equipment, net......... 85,413 35,649 -- -- 121,062
Goodwill and other intangibles, net........ 36,958 -- 6,556 (b) -- 43,514
Investments in affiliates.................. 21,722 -- (19,652) (d) -- 2,070
Deferred tax assets........................ 101,560 -- -- -- 101,560
Deferred financing costs................... 14,015 -- -- -- 14,015
Other assets............................... 13,315 1,772 -- (4,335) 10,752
-------- -------- --------- ------- ---------
Total assets............................... $363,056 $ 56,646 $ (23,338) $ -- $396,364
======== ======== ========= ======= ========
Liabilities and Shareholders' Equity
Current liabilities:
Current portion of long-term debt............ $ 3,290 $ 1,198 -- $ -- 4,488
Current portion of capital lease obligations. 253 -- -- -- 253
Accounts payable............................. 9,291 2,724 (1,068) (c) -- 10,947
Accrued compensation......................... 10,792 -- -- -- 10,792
Accrued ESLIRP............................... 8,315 -- -- -- 8,315
Deferred income.............................. 7,643 -- -- (900) 6,743
Accrued liabilities.......................... 18,479 6,689 -- -- 25,168
Accrued interest............................. 8,935 -- -- -- 8,935
Accrued income taxes......................... 2,738 638 -- 360 3,736
-------- -------- --------- ------- ---------
Total current liabilities................... 69,736 11,249 (1,068) (540) 79,377
Long-term debt.............................. 381,706 1,269 3,670 (b) -- 386,645
Capital lease obligations................... 795 -- -- -- 795
Other long-term liabilities................. 2,469 1,466 -- -- 3,935
Deferred tax liability...................... 4,990 3,358 -- -- 8,348
-------- -------- --------- ------- ---------
Total liabilities........................... 459,696 17,342 2,602 (540) 479,100
-------- -------- --------- ------- ---------
Commitments and contingencies
Minority interests........................... 304 -- 13,364 (d) -- 13,668
Redeemable common stock...................... 13,198 -- -- -- 13,198
Shareholders' equity
Common stock................................ 103 10,310 (10,310) (d) -- 103
Capital in excess of par value.............. 207,035 -- -- -- 207,035
Retained earnings (accumulated deficit)..... (307,351) 28,994 (28,994) (d) 540 (306,811)
Loans to officers........................... (920) -- -- -- (920)
Accumulated other comprehensive income...... (9,009) -- -- -- (9,009)
-------- -------- --------- ------- ---------
Total shareholders' equity.................. (110,142) 39,304 (39,304) 540 (109,602)
-------- -------- --------- ------- ---------
Total liabilities and shareholders' equity.. $363,056 $ 56,646 $ (23,338) $ -- $396,364
======== ======== ========= ======= ========
</TABLE>

P-4
<PAGE>

CHARLES RIVER LABORATORIES CORP.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of December 25, 1999
(dollars in thousands)

<TABLE>
Offering Pro Forma
Pro Forma Adjustments(f) As Adjusted
--------- -------------- -----------
<S> <C> <C> <C>
Assets
Current assets
Cash and cash equivalents ..................... $ 13,982 $ (g) $
Trade receivables, net ........................ 48,185
Inventories ................................... 32,994
Deferred tax asset ............................ 1,464
Due from affiliates ........................... 165
Other current assets ....................... 6,601
-------- ------ ------
Total current assets ....................... 103,391
Property, plant and equipment, net ......... 121,062
Goodwill and other intangibles, net ........ 43,514
Investments in affiliates .................. 2,070
Deferred tax assets ........................ 101,560 (i)
Deferred financing costs ................... 14,015 (h)
Other assets ............................... 10,752
-------- ------ ------
Total assets ............................... $396,364 $ $
======== ====== ======
Liabilities and Shareholders' Equity
Current liabilities:
Current portion of long-term debt .............. $ 4,488 $
Current portion of capital lease obligations ... 253
Accounts payable ............................... 10,947
Accrued compensation ........................... 10,792
Accrued ESLIRP ................................. 8,315
Deferred income ................................ 6,743
Accrued liabilities ............................ 25,168
Accrued interest ............................... 8,935
Accrued income taxes ........................... 3,736
-------- ------ ------
Total current liabilities ................. 79,377
Long-term debt ................................. 386,645 (j)
Capital lease obligations ...................... 795
Other long-term liabilities .................... 3,935
Deferred tax liability ......................... 8,348
-------- ------ ------
Total liabilities .............................. 479,100
-------- ------ ------

Commitments and contingencies
Minority interests ............................. 13,668
Redeemable common stock ........................ 13,198
Shareholders' equity:
Common stock .................................. 103
Capital in excess of par value ................ 207,035 (k)
Retained earnings (accumulated deficit) ....... (306,811) (l)
Loans to officers ............................. (920)
Accumulated other comprehensive income ........ (9,009)
-------- ------ ------
Total shareholders' equity .................... (109,602)
-------- ------ ------
Total liability and shareholders' equity ...... $396,364 $ $
======== ====== ======
</TABLE>

P-5
<PAGE>

(a) Reflects the unaudited balance sheet at December 25, 1999 of Charles River
Japan, Inc. ("Charles River Japan"), a joint venture in which the Company
previously held a 50% interest.

(b) Represents the acquisition of an additional 16% of Charles River Japan.
The purchase price for the additional equity investment was $12,844 of
which $9,174 was paid at closing and the balance of $3,670 was deferred
pursuant to a three-year balloon promissory note. Goodwill represents the
excess purchase price paid over the estimated fair value of net assets as
of December 25, 1999 and is being amortized over fifteen years using the
straight-line method.

Goodwill has been estimated as follows:

Purchase price....................................................$ 12,844
Less:book value of net assets acquired from minority shareholder.. (6,288)
--------
$ 6,556
========

(d) Eliminates equity investment in Charles River Japan's retained earnings
and shareholders' equity on consolidation, and establishes minority
interests at 34%. The elimination of the Company's equity investment in
Charles River Japan has been recorded as an adjustment to equity as
follows:

Common stock......................................................$ 5,155
Retained earnings............................................... 14,497
--------
$ 19,652
========

The remaining common stock of $5,155 and retained earnings of
$14,497 have also been eliminated on consolidation.
Minority interests have been established at 34% and can be
reconciled as follows:
Minority interests prior to acquisition of additional
16% of equity.................................................$ 19,652
Less:16% of net assets acquired................................ (6,288)
--------
$ 13,364
========

(e) Reflects the sale of the large animal breeders, and inventory, as well as
the realization of deferred income associated with the product line sale,
net of the related tax effects.

(f) The as adjusted condensed consolidated balance sheet as of December 25,
1999 gives effect to the Charles River Japan acquisition and the product
line sale, and is further adjusted for the sale of shares in this
offering at an assumed initial public offering price of $ per share
with the net proceeds after transaction costs of $ being used to repay
indebtedness of $ .

(g) The sources and uses of cash from the offering are as follows:

Sources of funds:
Proceeds from the offering $
Use of funds:
Redemption of senior subordinated notes
Premium on redemption of principal amount of notes at
Repayment of subordinated discount note
Repayment of senior discount debentures
Estimated premium on early extinguishment of senior discount
debentures
Repayment of term loan A
Repayment of term loan B
Estimated transaction fees and expenses
Net adjustments to cash $

(h) Reflects the write off of deferred financing costs of $ related to the
senior subordinated notes to be redeemed, the repayment of the senior
discount debentures and the portions of the term loan A and term loan B to
be repaid from the proceeds of the offering.

P-6
<PAGE>

(i) The adjustment represents the income tax benefit related to (i) the
premium related to senior subordinated notes to be redeemed ($ ) and the
early extinguishment of the senior discount debentures ($ ) and (ii) the
$ write off of deferred financing costs related to the senior
subordinated notes to be redeemed, the repayment of the senior discount
debentures, and the portions of the term loan A and term loan B to be
repaid from the proceeds of the offering. The income tax benefit of $
was computed at a % effective income tax rate.

(j) The adjustment represents the portion of the senior subordinated notes
($ ), term loan A ($ ), term loan B ($ ), subordinated discount
note ($ ), and senior discount debentures ($ ) to be repaid from the
proceeds of the offering.

(k) The adjustment represents the proceeds from the offering of $ , net of
estimated transaction fees and expenses of $ .

(l) The adjustment represents the extraordinary loss computed as of
December 25, 1999 resulting from:
(i) the premiums related to the senior subordinated notes to be
redeemed ($ ) and the early extinguishment of the senior
discount debentures ($ );
(ii) the $ write off of deferred financing costs related to the
senior subordinated notes to be redeemed and senior discount
debentures to be repaid and the portions of the term loan A and
term loan B to be repaid from the proceeds of the offering;
(iii) the write off of the discounts related to the redeemed senior
subordinated notes ($ ) and the senior discount debentures
($ ).

These items are recorded net of the associated tax benefit of $ .

P-7
<PAGE>

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

<TABLE>
For the Year Ended December 25, 1999
---------------------------------------------------------------------------------------------
Charles River Sale of
Company Recapitalization Sierra Japan, Inc. Acquisition Product Pro
Historical Adjustments Historical(c) Historical(d) Adjustments Line(k) Forma
---------- ---------------- ------------- ------------- ----------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales related to products....... $180,269 $ -- $ -- $ 41,063 $ (986)(j) $(2,830) $217,516
Net sales related to services....... 39,007 16,034 -- -- -- 55,041
-------- -------- ------- -------- ------- ------- --------
Total net sales..................... 219,276 -- 16,034 41,063 (986) (2,830) 272,557
Cost of products sold............... 108,928 -- -- 25,268 -- (2,584) 131,612
Cost of services provided........... 25,664 -- 9,589 -- -- 35,253
Selling, general and
administrative expenses........... 39,765 -- 5,364 8,412 (986)(j) (227) 52,328
Amortization of goodwill
and other intangibles............. 1,956 -- 192 -- 1,700 (e) -- 3,848
Restructuring charges............... -- -- -- -- -- -- --
-------- -------- ------- -------- ------- ------- --------
Operating income.................... 42,963 -- 889 7,383 (1,700) (19) 49,516
Interest income..................... 536 -- -- -- -- -- 536
Other income (expense).............. 89 -- (865) -- -- (776)
Interest expense.................... (12,789) (37,922)(a) (321) (95) 241 (f) -- (50,886)
(Loss)/gain from foreign
currency, net..................... (136) -- -- -- -- -- (136)
-------- -------- ------- -------- ------- ------- --------
Income before income taxes
and minority interests............ 30,663 (37,922) 568 6,423 (1,459) (19) (1,746)
Provision for income taxes.......... 15,561 (14,191)(b) 233 2,537 (279)(g) 3,861
-------- -------- ------- -------- ------- ------- --------
Income before minority interests.... 15,102 (23,731) 335 3,886 (1,180) (19) (5,607)
Minority interests.................. (22) -- -- -- (1,321)(h) -- (1,343)
Earnings from unconsolidated
subsidiaries...................... 2,044 -- -- -- (1,943)(i) -- 101
-------- -------- ------- -------- ------- ------- --------
Net income.......................... $ 17,124 $(23,731) $ 335 $ 3,886 $(4,444) $ (19) $ (6,849)
======== ======== ======= ======== ======= ====== ========
</TABLE>

P-8
<PAGE>

CHARLES RIVER LABORATORIES CORP.
UNAUDITED PRO FORMA AS ADJUSTED CONDENSED CONSOLIDATED STATEMENT OF INCOME
(dollars in thousands)

<TABLE>
For the Year Ended December 25, 1999(a)
----------------------------------------
Pro Forma
Pro Forma Adjustments(l) As Adjusted
--------- -------------- -----------
<S> <C> <C> <C>
Net sales related to products...................... $217,516
Net sales related to services...................... 55,041
-------- ------- -------
Total net sales.................................... 272,557
Cost of products sold.............................. 131,612
Cost of services provided.......................... 35,253
Selling, general and administrative expenses....... 52,328
Amortization of goodwill and other intangibles..... 3,848
Restructuring charges.............................. --
-------- ------- -------
Operating income................................... 49,516
Interest income.................................... 536
Other income (expense)............................. (776)
Interest expense................................... (50,886) (m)
(Loss)/gain from foreign currency, net ............ (136)
-------- ------- -------
Income before income taxes and minority interests.. (1,746)
Provision for income taxes......................... 3,861 (n)
-------- ------- -------
Income before minority interests................... (5,607)
Minority interests................................. (1,343)
Earnings from unconsolidated subsidiaries.......... 101
--------- ------- -------
Net income......................................... $ (6,849)
========= ======= =======
</TABLE>

P-9
<PAGE>

(a) Reflects the adjustment to unaudited pro forma consolidated interest
expense for the nine months ended September 25, 1999 as a result of the
recapitalization transaction.

Increase in interest expense:
Senior subordinated notes with warrants (1) ..... $15,416
Senior discount debentures with warrants (2) .... 5,445
Subordinated discount note (3) .................. 4,623
Term loan A (4) ................................. 2,562
Term loan B (5) ................................. 8,363
Revolver (6) .................................... 229
Amortization of deferred financing costs (7) .... 1,284
-------
$37,922
=======
- -------------------------------------------------------------------------------
(1) Interest expense was calculated using an effective interest rate of 13.6%.
(2) Interest expense was calculated using an effective interest rate of 18.0%.
(3) Interest expense was calculated using an effective interest rate of 13.0%.
(4) Interest expense was calculated using an effective interest rate of 8.5%.
(5) Interest expense was calculated using an effective interest rate of 9.25%.
(6) Represents interest expense calculated at 8.5% plus fees on the unused
portion of 0.50%.
(7) Represents nine-months of amortization expense.

(b) Represents the income tax adjustment required to result in a pro forma
income tax provision based on: (i) the Company's historical tax provision
using historical amounts and (ii) the direct effects of the pro forma
adjustments pertaining to the recapitalization.

(c) Represents the historical unaudited consolidated financial results of
Sierra for the nine months ended September 25, 1999.

(d) Represents the historical unaudited financial results of Charles River
Japan for the twelve months ended December 25, 1999.

(e) Reflects the incremental amortization expense of the identifiable
intangibles and goodwill acquired in connection with the Sierra
acquisition based upon useful lives ranging from five to fifteen years,
and the incremental amortization of goodwill acquired in connection with
the additional equity investment in Charles River Japan based upon an
estimated useful life of fifteen years.

(f) To eliminate Sierra's historical interest expense related to debt that,
according to the terms of the Sierra stock purchase agreement, was repaid,
and to reflect additional interest expense on the acquisition of an
additional 16% of Charles River Japan.

(g) 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, (ii) Charles River Japan's historical tax provision
using historical amounts, and (iii) the direct effects of the pro forma
adjustments pertaining to the acquisition of Sierra and an additional 16%
equity interest in Charles River Japan.

(h) Reflects minority interests of 34% for Charles River Japan.

(i) Represents the elimination of Charles River Japan's earnings from the
earnings from unconsolidated subsidiaries line due to the fact that
earnings are being consolidated into the Company's results on a pro forma
basis.

(j) Represents the elimination of inter-company balances.

(k) Represents the historical results of a product line sold subsequent to
year end. The realization of $900 of deferred income has not been
reflected in the pro forma consolidated income statement as it is a
non-recurring item.

(l) The as adjusted condensed consolidated statement of income for the year
ended December 25, 1999 gives effect to the recapitalization, the Sierra
acquisition, the Charles River Japan acquisition, the product line sale,
and is further adjusted

P-10
<PAGE>

for the sale of shares in this offering at an assumed initial public
offering price of $ per share with the net proceeds after transaction
costs of $ being used to repay indebtedness of $ .

(m) The reduction to interest expense reflects the savings that will be
achieved as a result of the redemption of a portion of the senior
subordinated notes and repayment of debt as described above, along with
the associated savings related to the amortization of the deferred
financing costs and the discounts on the redeemed senior subordinated
notes and the senior discount debentures.

(n) Reflects the tax effect of the interest and amortization savings described
above.

(o) The extraordinary loss which arises as a result of the offering has not
been reflected in the as adjusted condensed consolidated statement of
income as it is a non-recurring item. The extraordinary loss of $
computed as of December 27, 1998 results from:

(i) the premiums related to the senior subordinated notes to be redeemed
($ ) and the early extinguishment of the senior discount
debentures ($ );

(ii) the $ write off of deferred financing costs related to the senior
subordinated notes to be redeemed and senior discount debentures to
be repaid and the portions of the term loan A and term loan B to be
repaid from the proceeds of the offering;

(iii) the write off of the discounts related to the redeemed senior
subordinated notes ($ ) and the senior discount debentures ($ ).

The associated tax benefits are estimated to be $ .

P-11
<PAGE>

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page
----
Charles River Laboratories Corp.
Report of Independent Accountants ....................................... F-2
Consolidated Statements of Income for the years ended
December 27, 1997, December 26, 1998 and December 25, 1999 ............ F-3
Consolidated Balance Sheets as of December 26, 1998 and
December 25, 1999 ..................................................... F-4
Consolidated Statements of Cash Flows for the years
ended December 27, 1997, December 26, 1998 and December 25, 1999 ...... F-5
Consolidated Statements of Changes in Shareholders' Equity
for the years ended December 28, 1996, December 27, 1997,
December 26, 1998 and December 25, 1999 ............................... F-6
Notes to Consolidated Financial Statements .............................. F-7

See Notes to Consolidated Financial Statements

F-1
<PAGE>

Once the name of Charles River Laboratories Holdings, Inc. is changed to
Charles River Laboratories Corp., PricewaterhouseCoopers LLP will be in a
position to render the following report:

"Report of Independent Accountants

To the Board of Directors of
Charles River Laboratories Corp.

In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of income, changes in shareholders' equity and
cash flows present fairly, in all material respects, the financial position of
Charles River Laboratories Corp. and its subsidiaries (the "Company") at
December 25, 1999 and December 26, 1998, and the results of their operations
and their cash flows for each of the three years in the period ended December
25, 1999, in conformity with accounting principles generally accepted in the
United States. In addition, in our opinion, the financial statement schedules
listed in the index appearing under Item 16(b) present 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 schedules 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 auditing standards
generally accepted in the United States, 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

March 29, 2000"

See Notes to Consolidated Financial Statements

F-2
<PAGE>

CHARLES RIVER LABORATORIES CORP.
CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands except for per share data)

<TABLE>
Fiscal Year Ended
------------------------------------------
December 27, December 26, December 25,
1997 1998 1999
------------ ------------ ------------
<S> <C> <C> <C>
Net sales related to products .................. $ 156,800 $ 169,377 $ 180,269
Net sales related to services .................. 13,913 23,924 39,007
---------- ---------- ----------
Total net sales ................................ 170,713 193,301 219,276
Costs and expenses
Cost of products sold ........................ 102,980 107,146 108,928
Cost of services provided .................... 8,480 15,401 25,664
Selling, general and administrative .......... 30,451 34,142 39,765
Amortization of goodwill and intangibles ..... 834 1,287 1,956
Restructuring charges ........................ 5,892 -- --
---------- ---------- ----------
Operating income 22,076 35,325 42,963
Other income (expense)
Interest income .............................. 865 986 536
Other income and expense ..................... -- -- 89
Interest expense ............................. (501) (421) (12,789)
Loss from foreign currency, net .............. (221) (58) (136)
---------- ---------- ----------
Income before income taxes, minority interests
and earnings from equity investments ......... 22,219 35,832 30,663
Provision for income taxes ..................... 8,499 14,123 15,561
---------- ---------- ----------
Income before minority interests and earnings
from equity investments ...................... 13,720 21,709 15,102
Minority interests ............................. (10) (10) (22)
Earnings from equity investment ................ 1,630 1,679 2,044
---------- ---------- ----------
Net income ..................................... $ 15,340 $ 23,378 $ 17,124
========== ========== ==========
Earnings per common share
Basic and Diluted .............................. $ 1.49 $ 2.27 $ 1.66

Weighted average number of common shares
outstanding
Basic and Diluted .............................. 10,285,715 10,255,715 10,285,715
</TABLE>

See Notes to Consolidated Financial Statements

F-3

<PAGE>

CHARLES RIVER LABORATORIES CORP.
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>

Fiscal Year Ended
----------------------------
December 26, December 25,
1998 1999
----------- ------------
<S> <C> <C>
Assets
Current assets
Cash and cash equivalents............................................... $ 24,811 $ 15,010
Trade receivables, less allowances of $898 and $978, respectively....... 32,466 36,293
Inventories............................................................. 30,731 30,534
Deferred tax asset...................................................... 5,432 632
Due from affiliates..................................................... 982 1,233
Other current assets.................................................... 2,792 6,371
-------- --------
Total current assets................................................. 97,214 90,073
Property, plant and equipment, net........................................ 82,690 85,413
Goodwill and other intangibles, less accumulated amortization of $5,591
and $7,220, respectively................................................ 17,705 36,958
Investments in affiliates................................................. 18,470 21,722
Deferred tax asset........................................................ 5,787 101,560
Deferred financing costs.................................................. -- 14,015
Other assets.............................................................. 12,388 13,315
-------- --------
Total assets......................................................... $234,254 $363,056
-------- --------
Liabilities and Shareholders' Equity
Current liabilities
Current portion of long-term debt....................................... $ 202 $ 3,290
Current portion of capital lease obligations............................ 188 253
Accounts payable........................................................ 11,615 9,291
Accrued compensation.................................................... 9,972 10,792
Accrued ESLIRP.......................................................... 7,747 8,315
Deferred income......................................................... 3,419 7,643
Accrued liabilities..................................................... 14,862 18,479
Accrued interest........................................................ 53 8,935
Accrued income taxes.................................................... 14,329 2,738
-------- --------
Total current liabilities............................................ 62,387 69,736
Long-term debt............................................................ 248 381,706
Deferred tax liability.................................................... 836 4,990
Capital lease obligations................................................. 944 795
Other long-term liabilities.............................................. 1,274 2,469
-------- --------
Total liabilities.................................................... 65,689 459,696
-------- --------
Commitments and contingencies (Note 13)
Minority interests........................................................ 306 304
Redeemable common stock................................................... -- 13,198
Shareholders' equity
Common stock (Note 5)................................................... 1 103
Capital in excess of par value.......................................... 17,836 207,035
Retained earnings....................................................... 156,108 (307,351)
Loans to officers....................................................... -- (920)
Accumulated other comprehensive income.................................. (5,686) (9,009)
-------- --------
Total shareholders' equity........................................... 168,259 (110,142)
-------- --------
Total liabilities and shareholders' equity........................... $234,254 $363,056
======== =========
</TABLE>

See Notes to Consolidated Financial Statements

F-4

<PAGE>

CHARLES RIVER LABORATORIES CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

<TABLE>
<CAPTION>
Fiscal Year Ended
---------------------------------------------
December 27, December 26, December 25,
1997 1998 1999
------------ ------------ ------------
<S> <C> <C> <C>
Cash flows relating to operating activities
Net income ................................................................ $ 15,340 $ 23,378 $ 17,124
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization ......................................... 9,703 10,895 12,318
Amortization of debt issuance costs and discounts ..................... -- -- 681
Accretion of debenture and discount note .............................. -- -- 2,644
Provision for doubtful accounts ....................................... 166 181 148
Earnings from equity investments ...................................... (1,630) (1,679) (2,044)
Minority interests .................................................... 10 10 22
Deferred income taxes. ................................................ (1,363) (3,133) 8,625
Stock compensation expense ............................................ 84 333 124
Gain on sale of property, plant, and equipment ........................ -- -- (1,441)
Property, plant and equipment write downs and disposals ............... 822 -- 1,803
Other non-cash items .................................................. -- -- 486
Changes in assets and liabilities:
Trade receivables ..................................................... (2,232) (1,712) (3,333)
Inventories ........................................................... (1,917) (1,250) 133
Due from affiliates ................................................... (462) 538 (251)
Other current assets. ................................................. 165 (241) (2,911)
Other assets .......................................................... 1,251 (4,309) (1,943)
Accounts payable ...................................................... 594 2,853 (2,374)
Accrued compensation .................................................. 674 2,090 868
Accrued ESLIRP ........................................................ 499 821 570
Deferred income ....................................................... 105 1,278 4,223
Accrued interest ...................................................... -- -- 8,930
Accrued liabilities ................................................... 3,163 2,351 3,111
Accrued income taxes .................................................. (500) 5,605 (11,264)
Other long-term liabilities ........................................... (148) (629) 1,319
-------- --------- ---------
Net cash provided by operating activities ...................... 24,324 37,380 37,568
-------- --------- --------
Cash flows relating to investing activities
Proceeds from sale of property, plant, and equipment .................. -- -- 1,860
Dividends received from equity investments ............................ 773 681 815
Capital expenditures .................................................. (11,872) (11,909) (12,951)
Contingent payments for prior year acquisitions ....................... (640) (681) (841)
Acquisition of businesses net of cash acquired ........................ (1,207) (11,121) (23,051)
-------- ---------- --------
Net cash used in investing activities .......................... (12,946) (23,030) (34,168)
-------- ---------- --------
Cash flows relating to financing activities
Loans to officers ..................................................... -- -- (920)
Payments of deferred financing costs .................................. -- -- (14,442)
Proceeds from long-term debt .......................................... 281 199 339,007
Payments on long-term debt. ........................................... (119) (1,247) (252)
Payments on capital lease obligations ................................. (346) (48) (307)
Net activity with Bausch & Lomb ....................................... (12,755) (6,922) (29,415)
Transaction costs ..................................................... -- -- (8,168)
Proceeds from issuance of warrants .................................... -- -- 10,606
Proceeds from issuance of common stock ................................ -- -- 92,387
Recapitalization consideration ........................................ -- -- (400,000)
-------- ---------- ---------
Net cash used in financing activities .......................... (12,939) (8,018) (11,504)
-------- ---------- ---------
Effect of exchange rate changes on cash and cash equivalents ................ (181) 564 (1,697)
Net change in cash and cash equivalents ..................................... (1,742) 6,896 (9,801)
-------- ---------- ---------
Cash and cash equivalents, beginning of year ................................ 19,657 17,915 24,811
-------- ---------- ---------
Cash and cash equivalents, end of year ...................................... $ 17,915 $ 24,811 $ 15,010
======== ========== =========
Supplemental cash flow information
Cash paid for taxes ................................................... $ 4,254 $ 4,681 $ 4,656
Cash paid for interest ................................................ 287 177 538

See Notes to Consolidated Financial Statements

F-5
</TABLE>
<PAGE>

CHARLES RIVER LABORATORIES CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(dollars in thousands)

<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Accumulated
Other Capital
Retained Comprehensive Common In Excess Loans to
Total Earnings Income Stock of Par Officers
--------- --------- ------------ ------ --------- --------
Balance at December 28, 1996 ......... $ 154,133 $ 137,067 $ (771) $ 1 $ 17,836 $ 0
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 $ 139,652 $ (8,125) $ 1 $ 17,836 $ 0
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 $ 156,108 $ (5,686) $ 1 $ 17,836 $ 0
Components of comprehensive income:
Net income...................... 17,124 17,124 -- -- -- --
Foreign currency translation.... (3,437) -- (3,437) -- -- --
Minimum pension liability
adjustment.................... 114 -- 114 -- -- --
---------
Total comprehensive income.... 13,801 -- -- -- -- --
Net activity with Bausch & Lomb... (29,415) (29,415) -- -- -- --
Loans to officers................. (920) -- -- -- -- (920)
Transaction costs................. (8,168) (8,168) -- -- -- --
Deferred tax asset................ 99,506 -- -- -- 99,506 --
Issuance of common stock.......... 92,387 -- -- 102 92,285 --
Recapitalization consideration.... (443,000) (443,000) -- -- -- --
Redeemable common stock classified
outside of equity............... (13,198) -- -- (13,198) --
Warrants.......................... 10,606 -- -- 10,606 --
--------- --------- ------------ ------- --------- --------
Balance at December 25, 1999.......... $(110,142) $(307,351) $ (9,009) $ 103 $ 207,035 $ (920)
========= ========= ============ ======= ========= ========

</TABLE>

See Notes to Consolidated Financial Statements

F-6

<PAGE>

CHARLES RIVER LABORATORIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands)

1. Description of Business and Summary of Significant Accounting Policies

Basis of Presentation

Subsequent to December 25, 1999, Charles River Laboratories Holdings, Inc.
changed its name to Charles River Laboratories Corp. The consolidated
financial statements and related notes presented herein have been modified to
reflect this name change.

Charles River Laboratories Corp. (together with its subsidiaries, the
"Company") is a holding company with no operations or assets other than its
ownership of 100% of the outstanding common stock of Charles River
Laboratories, Inc. For the periods presented in these consolidated financial
statements that are prior to September 29, 1999, Charles River Laboratories
Corp. and Charles River Laboratories, Inc. were 100% owned by Bausch & Lomb
Incorporated ("B&L"). The assets, liabilities, operations and cash flows
relating to Charles River Laboratories, Inc. and its subsidiaries were held by
B&L and certain of its affiliated entities. As more fully described in Note
2, effective September 29, 1999, pursuant to a recapitalization agreement all
such assets, liabilities and operations were contributed to an existing
dormant subsidiary which was subsequently renamed Charles River Laboratories,
Inc. Under the terms of the recapitalization, Charles River Laboratories,
Inc. became a wholly owned subsidiary of Charles River Laboratories Corp.
These financial statements include all such assets, liabilities, results of
operations and cash flows on a combined basis for all periods prior to
September 29, 1999 and on a consolidated basis thereafter.

Description of Business

The Company is a leading provider of critical research tools and integrated
support services that enable innovative and efficient drug discovery and
development. The Company's fiscal year is the twelve month period ending the
last Saturday in December.

Principles of Consolidation

The financial statements include all majority-owned 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. Costs for primates are accumulated in
inventory until the 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

F-7

<PAGE>

CHARLES RIVER LABORATORIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands)

for financial reporting purposes using the straight-line method based on the
estimated useful lives of the assets as follows: buildings, 20 to 40 years;
machinery and equipment, 2 to 20 years; and leasehold improvements, shorter of
estimated useful life or the lease periods.

Intangible Assets

Intangible assets are amortized on a straight-line basis over periods
ranging from 5 to 20 years. Intangible assets consist primarily of goodwill
and customer lists.

Other Assets

Other assets consist primarily of the cash surrender value of life
insurance policies and the net value of primate breeders. Primate breeders are
amortized over 20 years on a straight line basis. Total amortization expense
for primate breeders was $348, $323 and $300 for 1997, 1998 and 1999,
respectively, and is included in costs of products sold.

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 analysis,
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 from customers in advance
of product shipment or performance of services.

Fair Value of Financial Instruments

The carrying amount of the Company's significant financial instruments,
which include accounts receivable and debt, approximated their fair values at
December 26, 1998 and December 25, 1999.

Income Taxes

The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" (FAS
109). The asset and liability approach underlying FAS 109 requires the
recognition of deferred tax liabilities and assets for the expected future tax
consequences of temporary differences between the carrying amounts and tax
basis of the Company's assets and liabilities.

F-8

<PAGE>

CHARLES RIVER LABORATORIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands)

Foreign Currency Translation

In accordance with the Statement of Financial Accounting Standards No. 52,
"Foreign Currency Translation," 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 shareholders' equity at historical exchange rates.
The resulting translation adjustment is recorded as a component of accumulated
other comprehensive income in the accompanying balance sheet.

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
Combined Statement of Changes in Shareholders' 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.

Earnings Per Share

Basic earnings per common share is calculated by dividing net income by the
weighted average number of common shares outstanding. Diluted earnings per
common share is calculated by adjusting the weighted average number of common
shares outstanding to include the number of additional common shares that
would have been outstanding if the dilutive potential common shares had been
issued (Note 4).

Reclassifications

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

2. Recapitalization and Related Financing

On September 29, 1999 CRL Acquisition LLC, an affiliate of DLJ Merchant
Banking Partners II, L.P. and affiliated funds (the "DLJMB Funds"),
consummated a transaction in which it acquired 87.5% of the common stock of
Charles River Laboratories, Inc. from B&L for approximately $443 million.
This transaction was effected through Charles River Laboratories Corp. and was
accounted for as a leveraged recapitalization, which had no affect on the
historical basis of assets and liabilities. The transaction did, however,
affect the capital structure of the Company as further described below. In
addition, concurrent with the transaction, and more fully described in Note 3,

F-9

<PAGE>

CHARLES RIVER LABORATORIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands)

the Company purchased all of the outstanding shares of common stock of SBI
Holdings, Inc. ("Sierra"), a preclinical biomedical services company, for
$23.3 million.

The recapitalization transaction (the "recapitalization") and related fees
and expenses were funded as follows:

o issuance of 150,000 units, each consisting of a $1,000 principal amount of
a 13.5% senior subordinated note and one warrant to purchase 3.942 shares
of common stock of the Company;

o borrowings of $162.0 million under a senior secured credit facility;

o an equity investment of $92.4 million;

o issuance of $37.6 million senior discount debentures with warrants; and

o issuance of a $43.0 million subordinated discount note to B&L.

The Company incurred approximately $14,442 in debt issuance costs related
to these transactions. These costs have been capitalized as long-term assets
and are being amortized over the terms of the indebtedness. Amortization
expense of $426 was recorded in the accompanying combined financial statements
for the year ended December 25, 1999. In addition, the Company also incurred
transaction costs of $8,168, which were recorded as an adjustment to retained
earnings.

Subsidiaries of B&L retained 12.5% of their equity investment in the
Company in the recapitalization. The Company estimated the fair value
attributable to this equity to be $13,198 which 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 subsidiaries of B&L. The redemption
price of the stock over which the put option is held is the fair market value
at the time of redemption.

Reconciliation of Recapitalization Transaction

The funding to consummate the recapitalization transactions was as follows:

Funding:
Available cash $ 4,886
Senior subordinated notes with warrants ............. 150,000
Senior secured credit facility ...................... 162,000
Senior discount debentures with warrants ............ 37,600
DLJMB funds management and other investor equity .... 92,387
----------
Total cash funding ............................. 446,873
----------
Subordinated discount note .......................... 43,000
Equity retained by subsidiaries of Bausch & Lomb .... 13,198
----------
Total funding .................................. $ 503,071
==========

F-10

<PAGE>

CHARLES RIVER LABORATORIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands)

Uses of funds:
Recapitalization consideration ....................... $ 443,000
Equity retained by subsidiaries of Bausch & Lomb ..... 13,198
Cash consideration for Sierra acquisition (Note 3) ... 23,343
Debt issuance costs .................................. 14,442
Transaction costs .................................... 8,168
Loans to officers .................................... 920
----------
Total uses of funds ............................. $ 503,071
==========

Senior Subordinated Notes and Warrants

The Company issued 150,000 units, each comprised of a $1,000 senior
subordinated note and a warrant to purchase 3.942 shares of common stock of
Charles River Laboratories Corp. for total proceeds of $150,000. The Company
estimated the fair value of the warrants to be $2,128 and allocated the
$150,000 offering proceeds between the senior subordinated notes ($147,872)
and the warrants ($2,128). The discount on the senior subordinated notes is
being amortized over the life of the notes and amounted to $53 in 1999. The
portion of the proceeds allocated to the warrants is reflected as capital in
excess of par in the accompanying consolidated financial statements. Each
warrant entitles the holder, subject to certain conditions, to purchase 3.942
shares of common stock of Charles River Laboratories Corp. at an exercise
price of $10.00 per share of common stock, subject to adjustment under some
circumstances. Upon exercise, the holders of warrants would be entitled to
purchase 591,366 shares of common stock of Charles River Laboratories Corp.
representing approximately 5.0% of the outstanding shares of stock of Charles
River Laboratories Corp., on a fully diluted basis as of December 25, 1999.
The warrants will be exercisable on or after October 1, 2001 and will expire
on October 1, 2009.

The senior subordinated notes will mature on October 1, 2009. The senior
subordinated notes are not redeemable prior to October 1, 2004 other than in
connection with a public offering of the common stock of Charles River
Laboratories Corp. Thereafter, the senior subordinated notes will be subject
to redemption at any time at the option of the issuer at redemption prices set
forth in the senior subordinated notes. Interest on the senior subordinated
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 senior
subordinated notes are subordinated in right to the prior payment of all
Senior Debt.

Upon the occurrence of a change in control, the Company will be obligated
to make an offer to each holder of the senior subordinated notes to repurchase
all or any part of such holder's senior subordinated notes at an offer price
in cash equal to 101% of the principal amount thereof, plus accrued and unpaid
interest. Restrictions under the senior subordinated notes include certain
sales of assets, certain payments of dividends and incurrence of debt, and
limitations on certain mergers and transactions with affiliates. The Company
is also required to maintain compliance with certain covenants with respect to
the notes.

Senior Secured Credit Facility

The senior secured credit facility includes a $40,000 term loan A facility,
a $120,000 term loan B facility and a $30,000 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 and revolving credit facility
will accrue at either a base rate plus 1.75% or LIBOR plus 3.0%, at the
Company's option (9.08% at December 25, 1999). Interest on the term loan B
accrues at either a base rate plus 2.50% or LIBOR plus 3.75% (9.83% at
December 25, 1999). Interest will be paid quarterly in arrears commencing

F-11

<PAGE>

CHARLES RIVER LABORATORIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands)

on December 30, 1999. At December 25, 1999, the Company had $2,000 of
outstanding borrowings on its revolving credit facility. 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. The credit
facility requires the Company to remain in compliance with certain financial
ratios as well as other restrictive covenants. Compliance with these ratios
and covenants is not required until the quarter ended March 25, 2000.

The Company had certain insignificant foreign borrowings outstanding at
December 25, 1999, amounting to $90.

Other Financing

The Company issued senior discount debentures with other warrants (the
"DLJMB Warrants") to the DLJMB Funds and other investors for $37,600. The
Company has estimated the fair value of the warrants to be $8,478 and
allocated the $37,600 in proceeds between the discount debentures ($29,122)
and the warrants ($8,478). The senior discount debentures accrete interest
from their original issue price of $37,600 to $82,300 on October 1, 2004.
Thereafter, interest is payable in cash. The senior discount debentures mature
on April 1, 2010. The discount on the senior discount debentures is being
amortized over the life of the debentures and amounted to $202 in 1999. The
senior discount debentures contain covenants and events of default
substantially similar to those contained in the Notes. The portion of the
proceeds allocated to the DLJMB Warrants is reflected as capital in excess of
par in the accompanying consolidated financial statements. Each of the 950,240
DLJMB warrants will entitle the holders thereof to purchase one share of
common stock of the Company at an exercise price of not less than $0.01 per
share subject to customary antidilution provisions and other customary terms.
The DLJMB Warrants will be exercisable at any time through April 1, 2010.

The $43,000 subordinated discount notes issued by the Company accrete at a
rate of 12% prior to October 1, 2004 and thereafter at 15% to an aggregate
principal amount of $175,300 at maturity on October 1, 2010. The subordinated
discount notes are subject to mandatory redemption upon a change in control at
the option of the holder and are subject to redemption at the Company's option
at any time.

As previously discussed, Charles River Laboratories Corp. is a holding
company with no operations or operational assets other than its ownership of
100% of Charles River Laboratories Inc.'s outstanding common stock. Charles
River Laboratories, Inc. neither guarantees nor pledges its assets as
collateral for the senior discount debentures or the subordinated discount
note, which the Charles River Laboratories Corp. issued. Charles River
Laboratories Corp. has no source of liquidity to meet its cash requirements.
As such, repayment of the obligations as outlined above will be dependent upon
either dividends from Charles River Laboratories, Inc., which are restricted
by terms contained in the indenture governing the senior subordinated notes
and the new senior secured credit facility, or through a refinancing or equity
transaction.

Minimum Future Principal Repayments

Minimum future principal payments of long-term debt at December 25, 1999 are
as follows:

Fiscal Year
- -----------
2000................................... $ 3,290
2001................................... 3,200
2002................................... 5,200
2003................................... 9,200
2004................................... 1,200
Thereafter............................. 362,906
--------
Total.................................. $384,996
--------

F-12

<PAGE>

CHARLES RIVER LABORATORIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands)

3. Business Acquisitions

The Company acquired several businesses during the three-year period ended
December 25, 1999. All acquisitions have been accounted for under the purchase
method of accounting. The results of operations of the acquired businesses are
included in the consolidated financial statements from the date of acquisition.

On September 29, 1999, the Company acquired 100% of the outstanding stock of
Sierra, a pre-clinical biomedical services company, for approximately $23,300
of which $6,000 was used to repay existing debt. The estimated fair value of
assets acquired and liabilities assumed relating to the Sierra acquisition are
summarized below:

Allocation of purchase price:
Net current assets (including cash of $292) ...... $ 1,807
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 ...................................... 852 16,535
------ -------
23,794
Less long-term liabilities assumed ............... 451
-------
$23,343
=======

Goodwill and other intangibles related to the Sierra acquisition are being
amortized on a straight-line basis over their established lives, which range
from 5 to 15 years. As the transaction was effected through the acquisition
of the stock of Sierra, the historical tax basis of Sierra continues and 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. Also, as part of the acquisition, the Company has agreed to pay up
to $10,000 in performance-based bonus payments if specified financial
objectives are reached over the next five years. At the time these
contingencies become probable, the bonuses, if any, will be recorded as
compensation expense. In addition, the Company has entered into employment
agreements with certain key scientific and management personnel of Sierra 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 Company has recorded compensation expense of $1,435 in the
accompanying consolidated financial statements relating to the first payment
which was made on December 31, 1999. The remaining $1,565 will be expensed
ratably through June 30, 2001 as such amounts are earned.

On March 30, 1998, the Company acquired 100% of the outstanding stock of
Tektagen, Inc. for $8,000 and assumed debt equal to approximately $850.
Tektagen, Inc. 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.

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 certain 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.

F-13

<PAGE>

CHARLES RIVER LABORATORIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands)

<TABLE>
<CAPTION>
Fiscal Year Ended
---------------------------------------------
December 27, December 26, December 25,
1997 1998 1999
------------ ------------ ------------
<S> <C> <C> <C>
Net sales............................... $179,513 $216,853 $235,310
Operating income........................ 21,830 36,233 42,589
Net income.............................. 15,018 23,451 16,796
Basic and diluted earnings per share.... $ 1.46 $ 2.29 $ 1.63
</TABLE>

Refer to Note 4 for the basis of determining the weighted average number of
outstanding common shares for purposes of computing the proforma earnings per
share disclosed above.

In addition, during 1997, 1998 and 1999, the Company made contingent
payments of $640 and $681, and $841 respectively, to the former owners of
acquired businesses in connection with an additional purchase price commitment.

1. Earnings Per Share

As more fully described under the Basis of Presentation section of Note 1,
the accompanying consolidated financial statements include the combined
capital structure of Charles River Laboratories Corp. and Charles River
Laboratories, Inc. for the years ended December 27, 1997 and December 26, 1998
and for the period ended September 29, 1999, which was significantly different
than the capital structure of the Company after the recapitalization
transaction. Further, these historical financial statements include
operations of certain B&L entities that were contributed to Charles River
Laboratories, Inc. as part of the recapitalization and which were not
historically supported by the combined capital structure referred to above.
As a result, the presentation of historical earnings per share data determined
using the combined historical capital structure for the periods prior to
September 29, 1999, the date of the recapitalization, would not be meaningful
and has not been included herein. Rather, historical earnings per share have
been computed assuming that the shares outstanding after the recapitalization
had been outstanding for all periods presented on the basis described below.

As a result of the recapitalization more fully described in Note 2, the
DLJMB Funds, management and other investors indirectly own 87.5% of the
capital stock of the Company, and subsidiaries of B&L own the remaining 12.5%.
Based upon the amounts invested, shares outstanding of common stock in Charles
River Laboratories Corp. at the date of the recapitalization totaled
10,285,715. Basic earnings per share was computed by dividing earnings
available to common shareholders for each of the years in the three-year
period ended December 25, 1999 by the weighted average number of common shares
outstanding in the period subsequent to the recapitalization as if such shares
had been outstanding for the entire three-year period. Warrants to purchase
1,541,606 shares of common stock were outstanding in the period subsequent to
the recapitalization. The weighted average number of common shares
outstanding in the period subsequent to the recapitalization has not been
adjusted to include these common stock equivalents for purposes of calculating
diluted earnings per share as the warrants were issued in connection with the
recapitalization financing which are not assumed to be outstanding for
purposes of computing earnings per share.

F-14

<PAGE>

CHARLES RIVER LABORATORIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands)

5. Shareholders' Equity

As more fully described in Note 1, the capital structure of the Company is
presented on a combined basis at December 26, 1998 and on a consolidated basis
at December 25, 1999. Common stock information at each date is as follows:

December 26, 1998
- -----------------
<TABLE>
<S> <C>
Charles River Laboratories Corp., $0.01 par value,
200,000 shares authorized, 100 shares issued and outstanding ...... $ --
--------
Charles River Laboratories, Inc., $1 par value, 1,000 shares authorized,
1000 shares issued and outstanding ................................ $ 1
--------
$ 1
========

December 25, 1999
- -----------------
Charles River Laboratories Corp., $0.01 par value,
40,000,000 shares authorized, 10,285,715 shares issued
and outstanding ................................................... $ 103
========
</TABLE>

6. Supplemental Balance Sheet Information

The composition of inventories is as follows:

December 26, 1998 December 25, 1999
----------------- -----------------
Raw materials and supplies.. $ 4,932 $ 4,196
Work in process............. 1,088 1,608
Finished products........... 24,711 24,730
------------ -------------
Inventories $ 30,731 $ 30,534
============ ============

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

December 26, 1998 December 25, 1999
----------------- ------------------
Land.. ....................... $ 7,783 $ 7,022
Buildings..................... 90,919 90,730
Machinery and equipment....... 74,876 82,131
Leasehold improvements........ 3,063 4,668
Furniture and fixtures........ 1,532 1,826
Vehicles...................... 3,006 2,689
Construction in progress...... 6,176 4,679
------------ ------------
187,355 193,745
Less accumulated depreciation. (104,665) (108,332)
------------ ------------
Net property, plant and
equipment................ $ 82,690 $ 85,413
============ ============

Depreciation and amortization expense for the years ended 1997, 1998, and 1999
was $8,320, $9,168, and $10,062, respectively.

F-15

<PAGE>

CHARLES RIVER LABORATORIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands)

7. Leases

Capital Leases

The Company has one capital lease for a building and numerous capital leases
for equipment. These leases are capitalized using interest rates considered
appropriate at the inception of each lease. Assets under capital lease are not
significant.

Capital lease obligations amounted to $1,132 and $1,048 at December 26, 1998
and December 25, 1999, respectively, with maturities through 2003 at interest
rates ranging from 9.5% to 15.0%. Future minimum lease payments under capital
lease obligations at December 25, 1999 are as follows:

2000 ................................................ $ 384
2001 ................................................ 312
2002 ................................................ 293
2003 ................................................ 475
-------
Total minimum lease payments ........................ 1,464
Less amount representing interest ................... (416)
-------
Present value of net minimum lease payments ......... $ 1,048
=======

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 $4,453 in 1999, $3,273 in 1998, and $3,111 in 1997.
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 25, 1999:

2000................................................. $ 4,263
2001................................................. 3,071
2002................................................. 2,039
2003................................................. 910
2004................................................. 696
Thereafter........................................... 1,928
-------
$12,907
=======

8. Income Taxes

In the fiscal years ended December 27, 1997 and December 26, 1998, and for
the nine-month period ended September 29, 1999, the Company was not a separate
taxable entity for federal and state income tax purposes and its income for
these periods was included in the consolidated B&L income tax returns. The
Company accounted for income taxes for these periods under the separate return
method in accordance with FAS 109. Under the terms of the recapitalization
agreement, B&L has assumed all income tax consequences associated with the
periods through September 29, 1999. Accordingly, all current and deferred
income tax attributes reflected in the Company's consolidated financial
statements on the effective date of the recapitalization will ultimately be
settled by B&L. In line with this, the domestic income tax attributes have
been included in the net activity with B&L and have been

F-16

<PAGE>

CHARLES RIVER LABORATORIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands)

charged off against retained earnings. Foreign subsidiaries are responsible for
remitting taxes in their local jurisdictions. All such payments associated with
periods prior to September 29, 1999 will ultimately be reimbursed by B&L, and
this reimbursement will be recorded as an adjustment to additional paid in
capital at the time of such reimbursement.

In addition, in connection with the recapitalization transaction, CRL
Acquisition LLC and B&L made a joint election under Internal Revenue Code
Section 338(h)(10) to treat the transaction as a purchase resulting in a
step-up in the tax basis of the underlying assets. The election resulted in
the recording of a deferred tax asset, before valuation allowance, of
approximately $105,900, representing the estimated future tax benefits
associated with the increased tax basis of its assets. In connection with the
establishment of the deferred tax asset, the Company has recorded a valuation
allowance of $6,380, primarily related to its realizability with respect to
state income taxes. The Company expects to realize the net benefit of the
deferred tax asset over a 15 year period. For financial reporting purposes
the benefit was treated as a contribution to capital. The Company is in the
process of finalizing the tax purchase price allocation. Any increase or
decrease in the net deferred tax assets resulting from the final allocation of
tax purchase price will be an adjustment to additional paid-in-capital.

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

<TABLE>
<CAPTION>
Fiscal Year Ended
-------------------------------------------
December 27, December 26, December 25,
1997 1998 1999
------------ ------------ ------------
<S> <C> <C> <C>
Income before equity in earnings of foreign subsidiaries,
income taxes and minority interests
U.S. ............................................. $ 13,497 $ 22,364 $ 14,608
Non-U.S. ......................................... 8,722 13,468 16,055
------------- ---------- ---------
$ 22,219 $ 35,832 $ 30,663
============= ========== =========
Income tax provision
Current:
Federal .......................................... $ 6,202 $ 7,730 $ 9,522
Foreign .......................................... 2,528 6,171 6,035
State and local .................................. 1,397 1,833 1,895
---------- ---------- ---------
Total current ................................. 10,127 15,734 17,452
---------- ---------- ---------
Deferred:
Federal .......................................... $ (1,867) $ (597) $ (2,000)
Foreign .......................................... 498 (887) 53
State ............................................ (259) (127) 56
---------- ---------- ---------
Total deferred ................................ (1,628) (1,611) (1,891)
---------- ---------- ---------
$ 8,499 $ 14,123 $ 15,561
========== ========== =========
</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.

F-17

<PAGE>

CHARLES RIVER LABORATORIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands)

<TABLE>
<CAPTION>
December 26, 1998 December 25, 1999
------------------------------ -----------------------------
Assets Liabilities Assets Liabilities
----------- -------------- ----------- ------------
<S> <C> <C> <C> <C>
Current:
Inventories................................ $ 827 -- $ -- $ --
Restructuring accruals..................... 1,006 -- -- --
Employee benefits and compensation......... 3,077 -- -- --
Other accruals............................. 522 -- 632 --
-------- ------- -------- --------
5,432 -- 632 --
-------- ------- -------- --------
Non-current:
Goodwill and other intangibles............. -- -- 104,617 4,272
Net operating loss and credit carryforwards 2,960 -- 2,220 --
Depreciation and amortization.............. 3,672 836 162 --
Accrued Interest........................... -- -- 854 --
Other.......................................... 921 -- 844 718
-------- ------- -------- --------
7,553 836 108,697 4,990
Valuation allowance.............................. (1,766) -- (7,137) --
-------- ------- -------- --------
5,787 836 101,560 4,990
-------- ------- -------- --------
Total deferred taxes after valuation allowance... $ 11,219 $ 836 $102,192 $ 4,990
======== ======= ======== ========
</TABLE>
As of December 25, 1999, the Company had net operating loss carryforwards
for federal and state income tax purposes of approximately $4,200 expiring
between 2004 and 2019. Additionally, the Company has foreign tax credit
carryforwards of $600 expiring in 2004. The Company has increased its
valuation allowance from the $6,380 discussed above to $7,137, primarily
related to the realizability of state operating loss carryforwards, foreign
tax credits, and certain other deferred tax assets generated in the fourth
quarter. The Company has recorded the balance of the net deferred tax asset
on the 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 taxable income, and tax planning strategies.

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

<TABLE>
Fiscal Year Ended
-----------------------------------------------
December 27, December 26, December 25,
1997 1998 1999
------------ ------------ ------------
<S> <C> <C> <C>
Tax at statutory U.S. tax rate 35.0% 35.0% 35.0%
Foreign tax rate differences (0.1) 1.6 7.4
Non-deductible goodwill amortization 0.4 0.6 0.5
State income taxes, net of federal tax benefit 3.3 3.1 3.6
Change in valuation allowance -- -- 2.4
Other (0.4) (0.8) 1.8
---- ---- -----
38.2% 39.5% 50.7%
==== ==== =====
</TABLE>

During the year ended December 25, 1999, substantially all of the
accumulated earnings of the Company's foreign subsidiaries through September
29, 1999 were repatriated to the United States to B&L in connection with the
recapitalization transaction. Accordingly, a provision for U.S. federal and
state income taxes, net of foreign tax credits, has been provided on such
earnings in the year ended December 25, 1999. In addition, for periods
subsequent to September 29, 1999, the Company elected to treat certain foreign
subsidiaries in Germany and the

F-18

<PAGE>

CHARLES RIVER LABORATORIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands)

United Kingdom as disregarded entities for U.S. federal and state income tax
purpose and, accordingly, is providing for U.S. federal and state income taxes
on such earnings. The Company's other foreign subsidiaries have accumulated
earnings subsequent to September 29, 1999. These earnings are considered to be
indefinitely reinvested and, accordingly, no provision for U.S. 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. taxes and
withholdings taxes payable to the various foreign countries.

9. Employee Benefits

The Company sponsors one defined contribution plan and two defined benefit
plans. The Company's defined contribution plan, the 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 employee contributions. The costs associated with
the defined contribution plan totaled $416, $498 and $588 in 1997, 1998, and
1999, respectively.

One of the Company's sponsored defined benefit plans, the 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, the 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 Company has, however, taken out several key
person life insurance policies with the intention of using their cash
surrender value to fund the ESLIRP Plan. At December 25, 1999, the cash
surrender value of these policies was $8,052.

F-19

<PAGE>

CHARLES RIVER LABORATORIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands)

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.

<TABLE>

Fiscal Year
-------------------------
1998 1999
--------- ---------
<S> <C> <C>
Reconciliation of benefit obligation
Benefit/obligation at beginning of year ............. $ 20,531 $ 25,112
Service cost ........................................ 795 958
Interest cost ....................................... 1,588 1,738
Benefit payments .................................... (742) (738)
Actuarial loss (gain) ............................... 2,940 (73)
--------- ---------
Benefit/obligation at end of year ................... $ 25,112 $ 26,997
========= =========
Reconciliation of fair value of plan assets
Fair value of plan assets at beginning of year ...... $ 19,237 $ 26,493
Actual return on plan assets ........................ 7,773 24,781
Employer contributions .............................. 225 259
Benefit payments .................................... (742) (738)
--------- ---------
Fair value of plan assets at end of year ............ $ 26,493 $ 50,795
========= =========
Funded status
Funded status ....................................... $ 1,381 $ 23,797
Unrecognized transition obligation .................. 563 423
Unrecognized prior-service cost ..................... (27) (24)
Unrecognized gain ................................... (7,178) (29,108)
------------- ---------
Accrued benefit (cost) .............................. $ (5,261) $ (4,912)
============= =========
Amounts recognized in the consolidated balance sheet
Accrued benefit cost ................................ $ (7,849) $ (7,237)
Intangible asset .................................... 286 215
Accumulated other comprehensive income .............. 2,302 2,110
--------- ---------
Net amount recognized ............................... $ (5,261) $ (4,912)
========= =========
</TABLE>

Key weighted-average assumptions used in the measurement of the Company's
benefit obligations are shown in the following table:

Fiscal year Ended
-----------------------------------------------------------
December 27, December 26, December 25,
1997 1998 1999
------------ ------------ ------------
<S> <C> <C> <C>
Discount rate 7.5% 7% 7%
Expected return on plan assets 10% 10% 10%
Rate of compensation increase 4.75% 4.75% 4.75%
</TABLE>

F-20

<PAGE>

CHARLES RIVER LABORATORIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands)

The following table provides the components of net periodic benefit cost for
the two defined benefit plans for 1997, 1998 and 1999:

<TABLE>
<CAPTION>
Fiscal Year
------------------------------------------
1997 1998 1999
<S> <C> <C> <C>
Components of net periodic benefit cost
Service cost ............................ $ 804 $ 795 $ 958
Interest cost ........................... 1,413 1,588 1,738
Expected return on plan assets .......... (1,717) (1,901) (2,623)
Amortization of transition obligation ... 141 141 141
Amortization of prior-service cost ...... (3) (3) (4)
Amortization of net gain ................ (172) (85) (301)
--------- --------- ---------
Net periodic benefit cost ............... $ 466 $ 535 $ (91)
========= ========= =========
</TABLE>

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 $8,205, $7,745 and $0, as of December 26, 1998,
and $8,761, $8,315, and $0 at December 25, 1999.

The Company had an adjusted minimum pension liability of $2,302 ($1,381, net
of tax) and $2,110 ($1,266 net of tax) as of December 26, 1998 and December
25, 1999, which represented the excess of the minimum accumulated net benefit
obligation over previously recorded pension liabilities.

10. Stock Compensation Plans

As part of the recapitalization, the equity investors in the
recapitalization transaction agreed and committed to establish a stock option
plan for the Company, for the purpose of providing significant equity
incentives to management. The 1999 Management Incentive Plan (the "Plan") is
administered by the Company's Compensation Committee of the Board of
Directors. A total of 926,000 shares were reserved for the exercise of option
grants under the Plan. Awards of non-qualified stock options were determined
by the Company's Compensation Committee on December 9, 1999 effective as of
September 29, 1999 and communicated formally to management on February 7,
2000. Options to purchase shares of Charles River Laboratories Corp. granted
pursuant to the Plan are subject to a vesting schedule based on three
measures. Certain options vest solely with the passage of time (incrementally
over five years so long as the optionee continues to be employed by the
Company). The remainder of the options vest over time but contain clauses
providing for the acceleration of vesting upon the achievement of certain
performance targets or the occurrence of certain liquidity events. The
exercise price of all of the options initially granted under the Plan is
$10.27, the fair value of the underlying common stock at the time of grant.

Until September 29, 1999, employees of the Company participated in a stock
option plan sponsored by B&L. As a result of the recapitalization transaction
described in Note 2, employees participating in the B&L stock option plan
exercised all vested options and were compensated for all unvested options.
The Company recorded compensation expense of $1,300 in the fourth quarter of
1999 based upon the amount that B&L compensated these employees. The Company
received a capital contribution by B&L for this amount during the fourth
quarter of 1999, which has been recorded as part of the net activity with B&L.

As the terms of the 1999 management incentive plan had not been formerly
communicated to the grantees at December 25, 1999, and management's
participation in the B&L plan was discontinued earlier in the year, the
historical FAS 123 disclosures are not considered relevant.

F-21

<PAGE>

CHARLES RIVER LABORATORIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands)

11. Joint Ventures

The Company has 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 $306 at December 26, 1998 and $304 at December 25, 1999.

The Company also has investments in two other joint ventures that are
accounted for on the equity method. Charles River Japan is a 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
$773 in 1997, $681 in 1998, and $815 in 1999. 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 27, December 26, December 25,
1997 1998 1999
------------ ------------ ------------

<S> <C> <C> <C>
Condensed Combined Statements of
Income
Net sales ................... $ 44,744 $ 39,798 $ 44,826
Operating inc ............... 7,484 6,756 7,658
Net income .................. 3,337 3,445 4,221
</TABLE>

December 26, December 25,
1998 1999
------------ -------------
Condensed Combined Balance Sheets
Current assets ................. $ 19,388 $ 20,486
Non-current assets ............. 36,376 39,720
----------- -------------
$ 55,764 $ 60,206
=========== =============
Current liabilities ............ $ 13,501 $ 11,330
Non-current liabilities ........ 6,617 6,163
Shareholders' equity ........... 35,646 42,713
----------- -------------
$ 55,764 $ 60,206
=========== =============

12. Restructuring Charges and Asset Impairments

In April 1997, the B&L Board of Directors approved plans to restructure
portions of the Company. As a result, pre-tax restructuring charges of $5,892
were recorded in 1997. The major components of the plans are summarized in the
table below:

Employee separations ........... $ 3,200
Asset writedowns ............... 2,157
Other .......................... 535
-----------
$ 5,892
===========

F-22

<PAGE>

CHARLES RIVER LABORATORIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands)

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 were
being paid over periods greater than one year. 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 25, 1999:

Restructuring Programs
----------------------
Restructuring provision ............. $ 5,892
Cash payments ....................... (1,725)
Asset write-downs ................... (1,435)
-------------
Balance, December 27, 1997 .......... 2,732
Cash payments ....................... (897)
Asset write-downs ................... (722)
-------------
Balance, December 26, 1998 .......... $ 1,113
Cash payments ....................... $ (1,113)
-------------
Balance, December 25, 1999 .......... $ --
=============

At December 25, 1999, the restructuring reserve was fully utilized.

13. Commitments and Contingencies

Insurance

The Company maintains insurance for workers' compensation, auto liability,
employee medical and general liability. The per claim loss limits are $250,
with annual aggregate loss limits of $1,500. Related accruals were $2,556 and
$2,813 on December 26, 1998 and December 25, 1999, respectively. Separately,
the Company has provided a letter of credit in favor of the insurance carriers
in the amount of $350.

Supply Agreement

The Company is currently engaged in distributing certain products under a
supply agreement. In the event certain minimum sales of $500 in 2000 and
$1,000 in 2001 are not achieved, the Company at its option can pay the
difference in cash or terminate the agreement. In the event of such
termination, the Company will not be required to make any payments.

F-23

<PAGE>

CHARLES RIVER LABORATORIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands)

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 Company is currently under a court order issued in June 1997 to remove
its large animal operations from two islands located in the Florida Keys and
refoliate the islands. The Company continues to hold discussions with the
state of Florida authorities regarding the extent of refoliation required on
the islands and believes the reserves recorded in the accompanying
consolidated financial statements are sufficient to provide for the estimated
exposure in connection with the refoliation. The Company has provided a
letter of credit in regards to the completion of the refoliation on the
islands for $350.

14. Related Party Transactions

As more fully described in Note 2, the Company completed the
recapitalization in September 1999 and became a stand-alone entity. Until the
recapitalization, the Company historically had operated autonomously from B&L.
Some costs and expenses including insurance, information technology and other
miscellaneous expenses were charged by B&L to the Company on a direct basis,
however. Management believes these charges were based upon assumptions that
were reasonable under the circumstances. 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 $470, $250, and $88 for these items are included in cost of
products sold, cost of services provided and selling, general and
administrative expense in the accompanying consolidated financial statements
for the years ended 1997, 1998 and for the nine months ended 1999,
respectively. The Company does not expect its stand-alone costs to be
significantly different from the historical costs allocated by B&L due to the
autonomy with which the Company operated.

As more fully described in Note 2, the accompanying consolidated financial
statements include a line item "net activity with Bausch and Lomb" which
comprises the above referenced intercompany allocations, net distributions
made by the Company to B&L, and settlements with B&L as a result of the
recapitalization.

On October 11, 1999 the Company loaned to certain officers $920 to purchase
stock in Charles River Laboratories Corp. through CRL Acquisition LLC. These
loans are full recourse and bear interest at a rate of 6.75%. The year-end
balance of $920 is classified as a reduction from Shareholders' Equity.

15. Other Income

During the third quarter of 1999, the Company recorded a gain of $1,441 on
the sale of property, plant and equipment located in Florida and the
Netherlands.

16. 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.

F-24

<PAGE>

CHARLES RIVER LABORATORIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands)

The following table presents sales and other financial information by
geography for the years 1997, 1998 and 1999. 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>
<CAPTION>
Other Non-
U.S. France U.S. Consolidated
-------- -------- ---------- ------------
<S> <C> <C> <C> <C>
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
Sales to unaffiliated customers ... $115,639 $26,177 $51,485 $193,301
Long-lived assets ................. 76,289 12,751 23,743 112,783
1999
Sales to unaffiliated customers ... $137,417 $29,205 $52,654 $219,276
Long-lived assets ................. 103,261 12,234 20,191 135,686
</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 1997, 1998 and 1999.
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.

Research models 1997 1998 1999
-------- -------- --------
Net sales .................... $125,214 $134,590 $142,312
Operating income ............. 19,583 30,517 33,663
Total assets ................. 157,915 180,983 268,381
Depreciation and
amortization .............. 5,297 5,534 8,008
Capital expenditures ......... 6,178 8,127 6,983

Biomedical products and services
Net sales .................... $ 45,499 $58,711 $76,964
Operating income ............. 6,496 11,117 14,428
Total assets ................. 38,296 53,271 94,022
Depreciation and
amortization .............. 4,406 5,361 4,310
Capital expenditures ......... 5,694 3,782 5,968

A reconciliation of segment operating income to consolidated operating
income is as follows:

<TABLE>
<CAPTION>
December 27, 1997 December 26, 1998 December 25, 1999
----------------- ----------------- -----------------
<S> <C> <C> <C>
Total segment operating income $ 26,079 $ 41,634 $ 48,091
Unallocated corporate overhead (4,003) (6,309) (5,128)
----------------- ---------------- -------------
Consolidated operating income $ 22,076 $ 35,325 $ 42,963
================= ================ =============
</TABLE>

F-25

<PAGE>

CHARLES RIVER LABORATORIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands)

Total segment assets disclosed above can be reconciled to total
consolidated assets at December 25, 1999 with the addition of the $653
deferred tax asset pertaining to accrued interest (net of valuation
allowance). This deferred tax asset is not attributable to a product line
segment.

A summary of identifiable long-lived assets of each business segment at
year end is as follows:

December 26, 1998 December 25, 1999
----------------- -----------------
Research Models.................. $ 73,190 $ 69,257
Biomedical Products and Services. 39,593 66,429
------------ ------------
$ 112,783 $ 135,686
============ ============

17. Subsequent Events (Unaudited)

As of February 28, 2000, the Company acquired an additional 16% of the
equity (340,840 common shares) of its 50% equity joint venture company,
Charles River Japan, from Ajinomoto Co., Inc. The purchase price for the
equity was 1.4 billion yen, or $12,844. One billion yen, or $9,174, was paid
at closing, and the balance of 400 million yen, or $3,670, was deferred
pursuant to a three-year balloon promissory note secured by a pledge of the
16% shares. The note bears interest at the long-term prime rate in Japan.
Effective with the acquisition of this additional interest, the Company will
have control of and will consolidate the operations of Charles River Japan,
from the effective date of the incremental acquisition.

On March 10, 2000, the Company announced the closure of its Shamrock
primate import and conditioning business in Small Dole, England. The Company
expects the closure to be completed during the second quarter of 2000. The
actions contemplated in this plan relate primarily to severance, property and
equipment dispositions and other miscellaneous activities directly related to
the operations being shut down. Management has met with the 16 employees
subject to its severance plans and has communicated its intended closure
actions to customers. The Company does not expect that the animal sales
previously made by Shamrock will be significantly affected.

During January 2000, the Company sold a product line within its research
model business segment. The selling price of $7,000 approximated the net book
value of the underlying assets at the time of the sale. In addition, the
Company had approximately $900 of deferred revenue which related to cash
payments received in advance of shipping the research models. Under the term
of the sales agreement, the Company is no longer obligated to ship research
models and, accordingly, has recorded this amount as income in the first
quarter of 2000. Fiscal 1999 sales associated with this product line
approximated $2,800.

F-26

<PAGE>

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

, 2000

[LOGO]

Charles River Laboratories Corp.

Shares of Common Stock

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

P R O S P E C T U S

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

Donaldson, Lufkin & Jenrette

Lehman Brothers

ING Barings

SG Cowen

U.S. Bancorp Piper Jaffray

DLJdirect Inc.

- -------------------------------------------------------------------------------
We have not authorized any dealer, salesperson or other person to give you
written information other than this prospectus or to make representations as
to matters not stated in this prospectus. You must not rely on unauthorized
information. This prospectus is not an offer to sell these securities or our
solicitation of your offer to buy the securities in any jurisdiction where
that would not be permitted or legal. Neither the delivery of this prospectus
nor any sales made hereunder after the date of this prospectus shall create an
implication that the information contained herein or our affairs have not
changed since the date hereof.
- -------------------------------------------------------------------------------

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

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Registrant in
connection with the sale of the securities being registered. All amounts
shown are estimates except the SEC registration fee, the NASD fee and the NYSE
listing fee.

SEC registration fee ...................... $ 60,720
NASD filing fee ........................... 23,500
NYSE listing fee .......................... *
Printing and engraving expenses ........... *
Legal fees and expenses ................... *
Accounting fees and expenses .............. *
Blue sky fees and expenses ................ *
Transfer agent and registrar fees ......... *
Miscellaneous ............................. *
--------
Total ..................................... $
--------
- -------------------
*To be provided by amendment

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's board of directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the
"Securities Act").

As permitted by the Delaware General Corporation Law, the Registrant's
certificate of incorporation includes a provision that eliminates the personal
liability of its directors for monetary damages for breach of fiduciary duty
as a director, except for liability (i) for any breach of the director's duty
of loyalty to the Registrant or its stockholders, (ii) for acts or omissions
not in good faith or that involve intentional misconduct or a knowing
violation of law, (iii) under section 174 of the Delaware General Corporation
Law (regarding unlawful dividends and stock purchases) or (iv) for any
transaction from which the director derived an improper personal benefit.

As a result of this provision, the ability of the Registrant, 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 Registrant's certificate of incorporation provides for
mandatory indemnification rights, subject to limited exceptions, to any
director or executive officer of the Registrant 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.

Reference is also made to Section of the Underwriting Agreement, which
provides for the indemnification of officers, directors and controlling
persons of the Registrant against certain liabilities. The indemnification
provisions in the Registrant's certificate of incorporation, by-laws and the
indemnification agreements entered into between the Registrant and each of its
directors and executive officers may be sufficiently broad to permit
indemnification of the Registrant's directors and executive officers for
liabilities arising under the Securities Act.

II-1

<PAGE>

Charles River Laboratories, Inc. provides insurance from commercial carriers
against some liabilities incurred by the directors and officers of the
Registrant.

Reference is made to the following documents filed as exhibits to this
Registration Statement regarding relevant indemnification provisions described
above and elsewhere herein:

Document Exhibit Number
- ------------------------------------------------- --------------
Form of Underwriting Agreement 1.1
Amended and Restated Certificate of Incorporation 3.1
By-laws 3.2

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

The shares of capital stock and other securities issued in the following
transactions were offered and sold in reliance upon the following exemptions:
(i) in the case of the transactions described in (a) below, Section 4(2) of a
the Securities Act or Registration D promulgated thereunder relative to sales
by an issuer not involving a public offering; and (ii) in the case of the
transactions (b) below, Section 3(b) of the Securities Act and Rule 701
promulgated thereunder relative to sales pursuant to certain compensatory
benefits plans.

(a) 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 Corp. 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 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.

(b) Grants of Stock Options: (i) As of March 31, 1999, options to purchase
895,872 shares of common stock were outstanding under the Registrant's
Management Incentive Plan, none of which were exercisable within 60 days of
such date. None of the outstanding options had been exercised. All such
options were granted on December 9, 1999 to employees of the Registrant.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits. The following exhibits are filed as part of this registration
statement:

II-2

<PAGE>

Number Description
- ------ -----------
10.3+ Purchase Agreement between Charles River Laboratories, Inc. and
Donaldson, Lufkin & Jenrette Securities Corporation as Initial
Purchaser.
10.4 Joint Venture Agreement between Ajinomoto Co., Inc. and
Charles River Breeding Laboratories, Inc. dated June 24, 1981, and
ancillary agreements, amendments and addendums.
10.5+ Supply Agreement between Merck & Co., Inc. and Charles River
Laboratories, Inc. dated September 30, 1994.
10.6+ Amended and Restated Stock Purchase Agreement among Charles River
Laboratories, Inc. and SBI Holdings, Inc. and its stockholders dated
September 4, 1999.
10.7++ 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; and Assignment and
Assumption Agreement between Charles River Partners, L.P. (Assignor)
and Wilmington Partners L.P. (Assignees) dated December 22, 1993.
10.8+ Amended and Restated Distribution Agreement between Charles River BRF,
Inc., Charles River Laboratories, Inc., Bioculture Mauritius Ltd. and
Marry Ann and Owen Griffiths, dated December 23, 1997.
10.9+ Supply Agreement between Sierra Biomedical, Inc. and Scientific
Resources International, Ltd., dated March 18, 1997.
21.1+ Subsidiaries of Charles River Laboratories Corp.
*23.1 Consent of Ropes & Gray (contained in their opinion filed as
Exhibit 5.1).
23.1.1 Consent of PricewaterhouseCoopers LLP for Charles River Laboratories
Corp.
24.1 Power of Attorney pursuant to which amendments to this registration
statement may be filed (included on signature page in Part II hereof)
27.1 Financial Data Schedule
</TABLE>
- ---------------
* To be filed by amendment.

+ Previously filed as an exhibit to the Company's Registration Statement on
Form S-1 (File No. 333-92383) filed December 8, 1999.

++ Previously filed as an exhibit to Amendment No. 1 to the Company's
Registration Statement on Form S-1 (File No. 333-92383) filed January 28, 2000.

II-3

<PAGE>

(b) Financial Statement Schedules. The following financial statement
schedule is included as part of this registration statement.

Schedule II - Valuation and Qualifying Accounts
Charles River Laboratories Corp.

Income Tax Valuation Allowance

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Balance Charged Charged
at to costs to other Balance
beginning and other at end of
of period expenses accounts Description Deductions Description period
- -----------------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
For the year ended December 25, 1999
Income Tax Valuation Allowance....... $1,766 $5,371 Provisions $ -- $7,137
- -----------------------------------------------------------------------------------------------------------------------------------
For the year ended December 26, 1998
Income Tax Valuation Allowance....... $1,766 $ -- Provisions $ -- $1,766
- -----------------------------------------------------------------------------------------------------------------------------------
For the year ended December 27, 1997
Income Tax Valuation Allowance $ -- $1,766 Provisions $ -- $1,766
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Allowance for Doubtful Accounts

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Balance Charged Charged
at to costs to other Balance
beginning and other at end of
of period expenses accounts Description Deductions Description period
- -----------------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
For the year ended December 25, 1999 Recoveries/
Allowance for Doubtful Accounts.......... $ 898 $ 324 Provisions $ (244) Write-offs $ 978
For the year ended December 26, 1998 Recoveries/
Allowance for Doubtful Accounts......... $ 688 $ 265 Provisions $ (55) Write-offs $ 898
For the year ended December 27, 1997
Allowance for Doubtful Recoveries/
Accounts........................... $ 568 $ 192 Provisions $ (72) Write-offs $ 688
</TABLE>

II-4

<PAGE>

Other financial statement schedules have been omitted because they are
inapplicable or are not required under applicable provisions of Regulation S-X
or because the information that would otherwise be included in such schedules
is contained in the Registrant's financial statements or notes thereto.

ITEM 17. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 14 above, 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

II-5

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, State of
Massachusetts, on the 25th day of April, 2000.

CHARLES RIVER LABORATORIES CORP.

By: /s/ Thomas F. Ackerman
------------------------------------
Thomas F. Ackerman
Chief Financial Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
immediately below constitutes and appoints James C. Foster or Thomas F.
Ackerman, or either of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and any
and all additional registration statements pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, in connection with or related to the
offering contemplated by this Registration Statement and its amendments, if
any, and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he or she might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his or her substitute or substitutes
may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 25, 2000.

Signature Title
- ------------------------- --------------------------------------------------

/s/ James C. Foster President, Chief Executive Officer
- ------------------------- (Principal Executive Officer) and Chairman
James C. Foster

/s/ Thomas F. Ackerman Chief Financial Officer (Principal Financial
- ------------------------- Officer) and Senior Vice President, Finance and
Thomas F. Ackerman Administration (Principal Accounting Officer)

/s/ Robert Cawthorn Director
- -------------------------
Robert Cawthorn

/s/ Stephen D. Chubb Director
- -------------------------
Stephen D. Chubb

/s/ Thompson Dean Director
- -------------------------
Thompson Dean

/s/ Stephen C. McCluski Director
- -------------------------
Stephen C. McCluski

/s/ Reid S. Perper Director
- -------------------------
Reid S. Perper

<PAGE>

/s/ Douglas E. Rogers Director
- -------------------------
Douglas E. Rogers

/s/ Samuel Thier Director
- -------------------------
Samuel Thier

/s/ William Waltrip Director
- -------------------------
William Waltrip

/s/ Henry C. Wendt Director
- -------------------------
Henry C. Wendt

<PAGE>

Exhibit Index

<TABLE>
<CAPTION>
Number Description
- ------ -----------
<S> <C>
*1.1 Form of Underwriting Agreement
2.1+ Recapitalization Agreement, dated as July 25, 1999, among Charles
River Laboratories, Inc., Charles River Laboratories Corp. (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 Certificate of Incorporation of Charles River Laboratories Corp.
*3.2 By-laws of Charles River Laboratories Corp.
*4.1 Form of certificate representing shares of common stock, $0.01 per
value per share.
4.2+ Investors' Agreement, dated as of September 29, 1999, among Charles
River Laboratories Corp. and the shareholders named therein.
*5.1 Opinion of Ropes & Gray
10.1+ 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.
10.2+ Indenture, dated as of September 29, 1999 between Charles River
Laboratories, Inc. and the Trustee.
10.3+ Purchase Agreement between Charles River Laboratories, Inc. and
Donaldson, Lufkin & Jenrette Securities Corporation as Initial
Purchaser.
10.4 Joint Venture Agreement between Ajinomoto Co., Inc. and
Charles River Breeding Laboratories, Inc. dated June 24, 1981, and
ancillary agreements, amendments and addendums.
10.5+ Supply Agreement between Merck & Co., Inc. and Charles River
Laboratories, Inc. dated September 30, 1994.
10.6+ Amended and Restated Stock Purchase Agreement among Charles River
Laboratories, Inc. and SBI Holdings, Inc. and its stockholders dated
September 4, 1999.
10.7++ 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; and Assignment and
Assumption Agreement between Charles River Partners, L.P. (Assignor)
and Wilmington Partners L.P. (Assignees) dated December 22, 1993.
10.8+ Amended and Restated Distribution Agreement between Charles River BRF,
Inc., Charles River Laboratories, Inc., Bioculture Mauritius Ltd. and
Marry Ann and Owen Griffiths, dated December 23, 1997.
10.9+ Supply Agreement between Sierra Biomedical, Inc. and Scientific
Resources International, Ltd., dated March 18, 1997.
21.1+ Subsidiaries of Charles River Laboratories Corp.
*23.1 Consent of Ropes & Gray (contained in their opinion filed as
Exhibit 5.1).
23.1.1 Consent of PricewaterhouseCoopers LLP for Charles River Laboratories
Corp.
24.1 Power of Attorney pursuant to which amendments to this registration
statement may be filed (included on signature page in Part II hereof)
27.1 Financial Data Schedule
</TABLE>
- ---------------
* To be filed by amendment.

+ Previously filed as an exhibit to the Company's Registration Statement on
Form S-1 (File No. 333-92383) filed December 8, 1999.

++ Previously filed as an exhibit to Amendment No. 1 to the Company's
Registration Statement on Form S-1 (File No. 333-92383) filed January 28, 2000.

EXHIBIT 10.4

JOINT VENTURE AGREEMENT

THIS AGREEMENT, entered into this 24th day of June, 1981, between:

AJINOMOTO CO., INC., a Japanese corporation having its principal
place of business at 5-8, Kyobashi 1-chome, Chuo-ku, Tokyo, Japan (hereinafter
referred to as "AJI")

and

THE CHARLES RIVER BREEDING LABORATORIES, INC., a Delaware corporation
having its principal place of business at 251 Ballardvale Street, Wilmington,
Massachusetts, U.S.A. (hereinafter referred to as "CRBL").

W I T N E S S E T H

WHEREAS, CRBL has purchased from AJI four hundred thousand (400,000)
shares of Common Stock of CHARLES RIVER JAPAN, INC. (hereinafter referred to
as "CRJ") which shares represent fifty percent (50%) of the total outstanding
shares of CRJ; and

WHEREAS, AJI and CRBL now each own fifty percent (50%,) of the
outstanding shares of CRJ and AJI and CRBL each wish to continue to own fifty
percent (50%) of such shares; and

WHEREAS, AJI and CRBL wish to outline the terms of their joint
management of CRJ;

<PAGE>

NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and premises hereinafter set forth, the parties hereto agree as
follows:

ARTICLE I

The term "TERRITORY" shall mean any and all the countries listed in
Schedule A attached hereto and made a part hereof.

ARTICLE II
DIRECTORS AND MANAGEMENT

(1) CRJ has a Board of Directors consisting of ten directors. The
parties hereto agree that they will cast their votes as shareholders of CRJ in
such manner that the Board of Directors shall consist of an equal number of
persons designated by AJI and CRBL.

(2) No remuneration shall be paid to directors of CRJ except those
who devote all their activities to the benefit of CRJ. Remuneration to be paid
to the full-time directors shall be fixed by agreement of both parties.

(3) The parties hereto agree that they will cause their
representatives on the Board of Directors of CRJ to appoint a President who
shall be designated by AJI and accepted by CRBL. The President shall be a
Registered Representative Director.

-2-

<PAGE>

(4) The parties hereto agree that, at the request of CRBL, they will
cause their representatives on the Board of Directors of CRJ to appoint a
Senior Managing Director who shall be designated by CRBL and accepted by AJI;
that AJI and CRBL shall determine after mutual consultation the level of
compensation CRJ shall accord such person; provided, however, that CRBL may
accord such person an annual bonus in such amount as it shall determine from
time to time; and that, in addition to the President, the Senior Managing
Director shall be a Registered Representative Director. In the event CRBL does
not request the appointment of such a Senior Managing Director and CRJ is
therefore not required to compensate such a person, CRJ shall bear all
reasonable expenses associated with CRBL sending a director from its offices
in the United States to attend meetings of the Board of Directors in Japan,
including without limitation travel, meals and lodging expenses.

(5) The parties hereto agree that they will vote their shares of CRJ
in such manner that at all times during the effective period of this Agreement
there shall be two statutory auditors (Kansayaku) of CRJ; one to be a person
designated by AJI and the other to be a person designated by CRBL.

(6) The parties hereto agree that Arthur Andersen & Co. and Tetsuzo
Ota Co. shall be the independent public accountants of CRJ and together shall
examine and audit its

-3-

<PAGE>

accounting books and records annually at the end of its fiscal year and shall
at the expense of CRJ prepare audit reports in English and Japanese and shall
furnish them to the parties hereto. In addition, CRBL may at its own expense
designate Arthur Andersen & Co., or such other independent auditor as it may
from time to time designate, to audit the books and records of CRJ or perform
such lesser procedure as may be required for the period ending October 31 each
year in order to provide the information necessary or appropriate for the
independent accountants of CRBL to express an opinion on the financial
statements of CRBL, and at such time CRJ shall cooperate fully with such
auditors of CRBL.

CRJ shall keep complete books of account and records in accordance
with sound accounting practices employing standards, procedures and forms
conforming to international practice as approved by Arthur Andersen & Co. and
T. Ota & Co.
(7) Minutes of all meetings of shareholders and of all meetings of
the Board of Directors shall be kept in both Japanese and English. At any
meeting of shareholders or of the Board of Directors at which a non-Japanese
speaking person is expected to be present, CRJ shall, at its own expense,
provide an official interpreter or interpreters.

(8) In addition to such an interpreter or interpreters as set forth
in Paragraph (7) above, any shareholder and director shall have the right to
use its own interpreter at

-4-

<PAGE>

its own expense at any meeting of shareholders and of the Board of Directors.

(9) All regular and special reports relating to the financial and
technical operating results of CRJ, either submitted to the Board of Directors
or listed in Schedule B attached hereto and made a part hereof, shall be
prepared in both Japanese and English.

ARTICLE III
ACTIONS BY THE BOARD OF DIRECTORS

(1) The Board of Directors of CRJ has responsibility for and control
over the operation of CRJ as well as the establishment of the general plans of
operation in accordance with the Articles of Incorporation of CRJ. One more
than half of the total number of directors shall constitute a quorum for the
transaction of business and the affirmative vote of one more than half of the
total number of directors shall be the act of the Board of Directors at a
meeting at which a quorum is present.

(2) The following matters require specific action by the Board of
Directors and the actions of any individual officer or director, including a
Registered Representative Director, shall not bind CRJ with respect to these
matters:

--decide capital and operating budgets;

--make loans, guarantee obligations, or borrow funds in an amount in
excess of twenty million yen;

-5-

<PAGE>

--sell, lease, encumber or otherwise dispose of all or substantially
all assets;

--terminate a line of products or business or undertake a new line of
products or business;

--make any investment or capital expenditure, or series of related
investments or capital expenditures on any single project, for
amounts not included in the capital or operating budget in excess of
twenty million yen;

--issue or redeem stock;

--submit a proposal for distribution of dividends to the
shareholders;

--take any action that may adversely affect the financial condition
of the company;

--matters not in the ordinary course of business; and

--any other matters which the Board of Directors may determine
require action by the Board of Directors.

-6-

<PAGE>

ARTICLE IV
PRE-EMPTIVE RIGHTS

Upon recapitalization of CRJ or the issuance of newly authorized
capital stock of CRJ in excess of the initial authorized capital or the
issuance of any of the unissued authorized capital stock, AJI and CRBL shall
have pre-emptive rights to acquire such number of newly issued shares as shall
be consistent with their respective proportionate ownership of the capital
stock of CRJ.

ARTICLE V
SALE OR TRANSFER OR SHARES

So long as both CRBL and AJI own any shares of CRJ, each shall have
the right of first refusal with respect to the shares owned by the other and
each shall be obligated as follows. Such right of first refusal shall be
exercised in accordance with the following procedures:

(1) A shareholder desiring to sell or transfer any or all of its
shares of CRJ (the Offering Shareholder) shall first give written notice to
the other shareholder of its desire to sell or transfer the shares of CRJ,
stating the name of the proposed transferee, the number of shares to be sold
or transferred and the price, terms and conditions of the proposed sale or
transfer.

(2) The other shareholder shall then have the option, to be exercised
within ninety (90) days from the receipt of notice from the Offering
Shareholder, to purchase all of the

-7-

<PAGE>

offered shares at the price and on the terms and conditions specified in the
notice given by the Offering Shareholder.

(3) If the offered shares are not purchased by the other shareholder,
these shares may be sold or transferred by the Offering Shareholder at any
time within one hundred eighty (180) days from the date of the notice
referred to in paragraph (1) above to the transferee specified in such notice
at a price which is no lower, and on terms and conditions no more favorable,
than the price and terms and conditions specified therein.

(4) It is understood and agreed that notwithstanding the foregoing
provisions of this Article V, either CRBL or AJI may sell or transfer all of
its shares of CRJ (but not in part) to a corporation in which such party holds
all of the total outstanding voting shares without the consent of the other
party or without taking the procedures set forth above, provided that the
transferee agrees to be bound by all of the provisions of this Agreement as if
it had been the original party hereto, and that the transferor shall remain
responsible for the performance of any of the obligations hereunder.

-8-

<PAGE>

ARTICLE VI
FINANCIAL RESPONSIBILITIES

(1) Either of the parties hereto shall assume financial
responsibility to CRJ in proportion to its stockholding which shall include
direct loans to CRJ and guarantees in respect of CRJ borrowings, unless
otherwise determined by the Board of Directors, but which shall not include
reduction of royalties payable by CRJ under the License and Technical
Assistance Agreement and the Tradename and Trademark License Agreement dated
March 24, 1978 among CRBL, CRJ and AJI barring the case of specific agreement
in writing which may otherwise be made among the parties.

(2) AJI agrees with CRBL that during and with respect to the two (2)
fiscal years commencing with the 1981 fiscal year, the burden of wage cost of
CRJ's employees dispatched from AJI (such wage cost is hereinafter referred to
as the "Wage Cost") shall be divided between CRJ and AJI as follows:

CRJ AJI
1981 Fiscal Year
(Commencing on April 1,
1981 and ending on
March 31, 1982) 70% 30%

1982 Fiscal Year
(Commencing on April 1,
1982 and ending on
March 31, 1983) 75% 25%

AJI further agrees that with respect to 1983 and any subsequent
fiscal year, it shall continue to give to CRJ

-9-

<PAGE>

financial assistance by means of assuming twenty-five percent (25%) of the
Wage Cost, provided that if CRJ's pretax profit as determined in accordance with
generally accepted accounting principles applied consistently and as reflected
in audited financial statements of CRJ (calculated on the basis of CRJ's burden
of the Wage Cost in that fiscal year) attains ten percent (10%) of gross sales
in the 1982 fiscal year or in any subsequent fiscal year, then AJI's burden of
the Wage Cost during that fiscal year which follows any fiscal year in which ten
percent (10%) pretax profit is attained shall be reduced by five percent (5%) of
the total Wage Cost from the percentage applied in the immediately preceding
year; such financial assistance by AJI at a percentage reduced from time to time
by each occurrence of attainment of ten percent (10%) pretax profit by CRJ to
continue until AJI's burden of the Wage Cost becomes zero by recurrence of
attainment of ten percent (10%) pretax profit by CRJ and consequential
reductions of AJI's burden of the Wage Cost as provided above.

-10-

<PAGE>

ARTICLE VII
NONCOMPETITION

In order to foster and promote the attainment of the mutual aims and
objectives of AJI and CRBL with respect to CRJ, AJI and CRBL agree that during
the term of this Agreement and for a period of two (2) years after this
Agreement is terminated in accordance with Article X hereof or after either
party acquires all of the shares of CRJ, AJI and CRBL shall not, directly or
indirectly (through a firm, joint venture, company or business owned or
controlled by it or otherwise), except through CRJ, engage in the business in
the TERRITORY, as defined in Schedule A attached, to produce laboratory
animals and, or feed for laboratory animals which are reasonably competitive
with products sold by CRJ and shall not acquire in the TERRITORY an interest
in any firm, company or business organization producing, selling, promoting or
dealing in, laboratory animals and/or feed for laboratory animals which are
reasonably competitive with products sold by CRJ. Notwithstanding the
foregoing, if this Agreement shall be terminated pursuant to Paragraph (2) of
Article X, the terminating party shall not be subject to any restriction
provided above after the termination.

-11-

<PAGE>

ARTICLE VIII
ASSIGNABILITY

Except as otherwise expressly provided in this Agreement, neither
this Agreement nor any rights under this Agreement shall be assignable or
transferable by AJI or CRBL without the prior written consent of the other;
provided, however, that in the case of any transfer of rights or obligations
under this Agreement pursuant to a merger or consolidation of AJI or CRBL, the
other party shall not unreasonably withhold its consent to such transfer if
the beneficial ownership and management of the proposed transferee and
proposed transferor are and will be substantially the same. Any assignment or
transfer under this Article shall become effective only after necessary
authorization by the Government of Japan shall have been obtained.

ARTICLE IX
ARBITRATION

(1) All disputes, controversies, or differences which may arise
between the parties, out of or in relation to or in connection with this
Agreement, or for the breach thereof, shall be finally settled by arbitration
pursuant to the Japan-American Trade Arbitration Agreement, of September 16,
1952, by which each party hereto is bound.

(2) Such arbitration shall be held in the City of Boston,
Massachusetts if the demand for arbitration is

-12-

<PAGE>

received by CRBL and in Tokyo if the demand is received by AJI.

(3) Nothing herein contained shall be construed as preventing either
party hereto from instituting legal action against the other for a temporary
injunction, pending final settlement of any dispute, difference or question by
arbitration.

(4) Notwithstanding Paragraph (1) of this Article, in the event that
CRJ should become deadlocked in the management of the corporate affairs for
any reason whatsoever, or that the managing or disposing of CRJ property
should be grossly improper and the existence of CRJ should be thereby in
danger, the parties hereto shall not be precluded from instituting a lawsuit
for dissolution of CRJ in the competent court in Japan in accordance with
Paragraph 1 of Article 406-2 of the Commercial Code of Japan.

ARTICLE X
TERMINATION

(1) Either party hereto shall have the right to terminate this
Agreement forthwith by giving the other written notice to that effect upon the
occurrence of any of the following events to CRJ:

(a) Termination of business by unanimous decision of the shareholders;

(b) Dissolution or liquidation;

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<PAGE>

(d) The appointment of any trustee, receiver or liquidator for
substantially all of the assets of the business of CRJ;

(e) The attachment, sequestration, execution or seizure of
substantially all of the assets of CRJ, which attachment,
sequestration, execution or seizure is not released within thirty
(30) days from the institution thereof.

(2) Upon default by either party in the performance of any obligation
hereunder to be performed by such party, the other party may give notice in
writing to the party in default specifying the thing or matter in default.
Upon receipt of such notice, the receiving party may elect either to cure the
default within one (1) month or sooner if practicable following the giving of
such notice or may notify the other party of its intention to seek arbitration
pursuant to Article IX of this Agreement with respect to the alleged default.
In the event the arbitration proceedings conclude that such party is in
default, that party has one month to cure the default. At the conclusion of
either one-month period, if the default has not been cured, the party first
giving notice may give further written notice to such other party terminating
this Agreement, in which event this Agreement shall terminate on the date
specified in such further notice. Such termination right shall be in addition
to and not in substitution for any other remedies that may

-14-

<PAGE>

be available to the party serving such notice against the party in default,
and any termination in the exercise of such right shall not relieve either
party from any obligations accrued to the date of such termination or relieve
the party in default from liability in damages to the other for breach of this
Agreement. Waiver by either party of a single default or a succession of
defaults shall not deprive such party of any right to terminate this
Agreement, or to have recourse to arbitration, arising by reason of any
subsequent default.

(3) Any delays or failure by either party hereto in the performance
hereunder shall be excused if and to the extent caused by occurrences beyond
such party's control, including, but not limited to, acts of God, strikes or
other labor disturbances, war, sabotage, and any other cause or causes,
whether similar or dissimilar to those herein specified which cannot be
controlled by such party.

(4) In the event that further lawful performance of this Agreement or
any part hereof shall be rendered impossible by the entry of a final judgment
or final order in an antitrust or trade regulation case by any court,
commission or agency having jurisdiction over either party, or a parent
company of either party, whether or not the entry of such judgment shall be
consented to by such party or by such parent company, the parties covenant and
agree, that forthwith upon the entry of such final judgment or

-15-

<PAGE>

final order, they will exert their best efforts to agree on an amendment or
amendments to this Agreement or on modifications of their practices hereunder
in such manner as will fully comply with said final judgment or final order.
In the event that either party shall receive a formal charge, indictment, or
complaint which might lead to the entry of such a final judgment or final
order, such party shall promptly notify the other party of such fact and
afford an opportunity to such other party for consultation regarding the
matter. In the event that the parties are unable, within a period of six (6)
months after written notice by either party to the other of such impossibility
of lawful performance, to reach such agreement, either party may terminate
this Agreement by written notice to the other party effective as of the
expiration of such six (6) month period. All rights or obligations of either
party under this Agreement or the portion thereof adjudged invalid by such
final judgment or final order shall be suspended upon the entry thereof pending
negotiations between the parties as herein provided to remedy such invalidity.

(5) Upon termination of this Agreement pursuant to Paragraph (1) or
(4) of this Article, CRJ shall, unless the parties hereto otherwise agree in
writing, be dissolved and liquidated and the net proceeds thereof divided and
distributed among its shareholders as promptly and reasonably as possible in
accordance with respective stock

-16-

<PAGE>

interests in CRJ. Nothing herein, however, shall be deemed to require the
dissolution and/or liquidation of CRJ in the event that either party should
acquire all of the shares of CRJ.

(6) Upon termination of this Agreement pursuant to Paragraph (2) of
this Article, the party terminating this Agreement shall have the option
either

(a) to demand dissolution and liquidation of CRJ; or

(b) to purchase all of the shares of CRJ then held by the other party
at the price per share equal to the then book value per share of
CRJ.

The parties agree that upon the exercise of either option, all
obligations of the parties under this Agreement, other than those arising from
the ordinary course of business dealings among CRJ, AJI and CRBL, shall
terminate.

ARTICLE XI
TAXES

(1) All income taxes required by the laws of Japan to be withheld
from any payment to be made to CRBL pursuant to this Agreement shall be for
the account of CRBL.

(2) AJI agrees to furnish or to cause CRJ to furnish to CRBL official
tax receipts or other evidence issued by the Japanese tax authorities together
with English translation thereof sufficient to enable CRBL to establish
payment of the taxes described in Paragraph (1) above.

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<PAGE>

ARTICLE XII
EXPENSES

Except as otherwise provided in this Agreement, each party hereto
shall bear its own expenses relating to this Agreement and the performance
thereof.

ARTICLE XIII
DISCLAIMER

Neither of the parties hereto, nor CRJ shall be deemed to represent
the other party or to have the authority to represent the other party or its
subsidiaries in any way whatsoever except as specifically agreed to by such
other party in writing. This Agreement shall not constitute either of the
parties hereto or CRJ to be the agent or representative of the party in any
way whatsoever.

ARTICLE XIV
ARTICLE TITLES

The headings to the articles of this Agreement have been inserted
only to facilitate reference and shall not be taken as being of any
significance whatsoever in the construction or interpretation of this
Agreement.

ARTICLE XV
SEVERABILITY

Subject to the provisions of Paragraph (4) of Article X, if any term
or provision of this Agreement shall hereafter be finally determined to be not
enforceable or void as

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<PAGE>

against public policy or otherwise legally unenforceable, the same shall be
severable from and eliminated from the balance of this Agreement and the
balance of this Agreement shall continue in force as the Agreement of the
parties notwithstanding that determination, unless such unenforceable terms or
provisions shall be so significant as to materially affect the parties'
expectations regarding this Agreement.

ARTICLE XVI
MULTIPLE ORIGINALS

This Agreement shall be executed in four counterparts, two being in
the English language and two being in the Japanese language, each of which
counterparts shall be deemed an original. In the event of any discrepancy or
difference between the English and Japanese versions, the English version
shall prevail in all respects.

ARTICLE XVII
NOTICES

(1) All notices, requests, demands and other communications under
this Agreement or in connection herewith shall be given to or made upon the
respective parties as follows:

TO: AJINOMOTO CO., INC.
President
5-8, Kyobashi, 1-chome
Chuo-ku, Tokyo
Japan

-19-

<PAGE>

TO: THE CHARLES RIVER BREEDING LABORATORIES, INC.
President
251 Ballardvale Street
Wilmington, Massachusetts 01887
U.S.A.

(2) All notices, requests, demands and other communications given or
made in accordance with the provisions of this Agreement shall be in writing,
and shall be telexed and later confirmed by registered airmail. The
communication shall be deemed to be given or made when telex is received or
when mail is deposited in the United States or Japanese mail, as the case may
be, postage prepaid.

(3) Any party may alter its address above set forth by notice in
writing to the other party hereto, and such notice shall be considered to have
been given ten (10) days after the airmailing thereof.

ARTICLE XVIII
GOVERNING LAW

This Agreement shall be governed by and interpreted in accordance
with the laws of Japan.

ARTICLE XIX
MODIFICATION OF AGREEMENT

No oral explanation or oral information by either party hereto shall
alter the meaning or interpretation of this Agreement. No modification or
amendment of the terms of this Agreement or any Exhibit attached hereto, and
no waiver of any of the terms or conditions hereof or thereof shall be

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<PAGE>

valid unless made in writing duly executed by the parties hereto or thereto,
and further unless made after obtaining validation or approval of the Japanese
Government if such validation or approval is required by Japanese law for such
writing at the time the parties execute it.

ARTICLE XX
ENTIRE AGREEMENT

This Agreement (together with the Schedules annexed hereto which are
hereby incorporated by reference) constitutes the entire agreement of the
parties and supersedes any prior agreements or understandings with the
exception of the License and Technical Assistance Agreement and Tradename and
Trademark License Agreement among CRBL, CRJ and AJI dated March 24, 1978.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized representatives on the day and year first
set forth above.

AJINOMOTO CO., INC.

By
-----------------------------------

THE CHARLES RIVER BREEDING
LABORATORIES, INC.

By
-----------------------------------

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<PAGE>

SCHEDULE A
TERRITORY

Afghanistan, Bangladesh, Burma, Cambodia, Sri Lanka, People's
Republic of China and Republic of China, Hong Kong, Indonesia, Japan, Republic
of Korea, Democratic People's Republic of Korea, Laos, Malaysia, People's
Republic of Mongolia, Pakistan, Republic of Philippines, Singapore, Thailand
and The Socialist Republic of Viet-Nam.

-22-

<PAGE>

SCHEDULE B
REPORTS

1) Weekly sales and production results.
2) Monthly sales results, report on number of animals produced and shipped,
estimate of net income.
3) Quarterly sales results, P&L statement, report on number of animals produced
and shipped, balance sheet, key expense summary, analysis of general production
expense, analysis of general and administrative expenses, analysis of delivery
expense/(income), report on capital expenditures (only during periods of
expansion).
4) Annual average manpower analysis by job classification and analysis of
employee payroll rates.

-23-
<PAGE>
AMENDMENT AGREEMENT

THIS AGREEMENT, made and entered this 2nd day of December 1982 by and among THE
CHARLES RIVER BREEDING LABORATORIES, INC., CHARLES RIVER JAPAN, INC. and
AJINOMOTO CO., INC.

WITNESSETH:

WHEREAS, the parties hereto entered into License and Technical Assistance
Agreement and Tradename and Trademark License Agreement dated March 24, 1978
which was amended by Amendment Agreement dated the 19th day of October, 1978
(as so amended, hereinafter called "the License Agreement"),

WHEREAS, the parties hereto have agreed to make certain changes to Paragraph
(1) of Article XI CONSIDERATION, of the License Agreement,

NOW, THEREFORE, in consideration of the premises and of the mutual agreement
hereinafter contained, the parties hereto agree as follows:

1. Paragraph (1) of Article XI CONSIDERATION, of the License Agreement is
hereby amended to read as follows.

(1) In consideration for the rights granted to it pursuant to Article II, III,
V and VI of this Agreement, CRJ shall pay to CRBL the following royalties
and/or fees:

A. Three percent (3%) of the net sales price of rats and mice of the
PRODUCTS sold by CRJ and its sublicensees. Provided, however, that if
the annual pre-tax net profit on sales of such rats and mice of CRJ
is ten percent (10%) or more in the fiscal year ending on March 31,
1986, the royalty shall continue at three percent (3%) for the
succeeding fiscal year; if such annual pre-tax net profit on sales of
CRJ is less than ten percent (10%) in the fiscal year ending on March
31, 1986 the royalty shall be two percent (2%) for the succeeding
fiscal year; after the close of each fiscal year thereafter until the
expiration of the license with respect to LABORATORY ANIMALS which
are rats and mice a similar review shall occur and the royalty rate
shall be established for the succeeding fiscal year at either three
percent (3%) or two percent (2%).

B. Three percent (3%) of the net sales price of each species of
LABORATORY ANIMALS other than rats and mice sold by CRJ

<PAGE>

and its sublicensees from the date of the initial sale in commercial
quantities of each such species bred by CRJ or its sublicensees until
the expiration of a period consisting of ten (10) full fiscal years
of CRJ, which period commences on the first day of the corporate
fiscal year which falls on or immediately follows the date of such
initial sale; provided, however, that the same annual review as for
rats and mice shall be performed with respect to each separate
species to determine the royalty rate (be it two percent (2%) or
three percent (3%) for the eleventh (11th) and subsequent fiscal
years.

C. Three percent (3%) of the net sales price of FEED FOR LABORATORY
ANIMALS and EQUIPMENT manufactured and sold by CRJ and its
sublicensees under TECHNICAL INFORMATION heretofore supplied and/or
future TECHNICAL INFORMATION to be supplied on or before June 30,
1982, provided that such royalty shall cease to be payable after June
30, 1982 with respect to the Products referred to above. Provided
further that if any new TECHNICAL INFORMATION with respect to FEED
FOR LABORATORY ANIMALS and EQUIPMENT is supplied after June 30, 1982,
the royalty applicable to FEED FOR LABORATORY ANIMALS and EQUIPMENT
manufactured thereafter using such new TECHNICAL INFORMATION shall be
agreed upon between CRBL and CRJ on a case by case basis.

D. Three percent (3%) of all engineering or professional fees which CRJ
and its sublicensees receive with respect to the sublicense,
rendering of services or other authorized dissemination of TECHNICAL
INFORMATION in connection with EQUIPMENT not resulting in the sale of
the PRODUCTS or which are not measured by sale of the PRODUCTS.

2. The amendment set forth above shall be subject to the necessary
authorization by the Japanese Government under the Foreign Exchange and Foreign
Trade Control Law and shall become effective when such authorization is
granted.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives on the day and year first
above written.

THE CHARLES RIVER BREEDING
LABORATORIES, INC.

By
------------------------------------------
Henry L. Foster, President

AJINOMOTO CO., INC.

By
------------------------------------------
Katsuhiro Utada, President

CHARLES RIVER JAPAN, INC.

By
------------------------------------------
Tamio Itoh, President

3
<PAGE>

AMENDMENT AGREEMENT

THIS AGREEMENT, made this 19 day of October 1978 by and between THE
CHARLES RIVER BREEDING LABORATORIES, INC.(hereinafter called "CRBL"), CHARLES
RIVER JAPAN, INC.(hereinafter called "CRJ") and AJINOMOTO CO., INC.(hereinafter
called "AJINOMOTO")

WITNESSETH:

WHEREAS, CRBL, CRJ, and AJINOMOTO entered into the License and Technical
Assistance Agreement and Tradename and Trademark License Agreement dated March
24,1978 (hereinafter called the "License Agreement");

WHEREAS, thereafter the Japanese Fair Trade Commission indicated that
certain provisions of the License Agreement are in violation of the Japanese
Law relating to Prohibition of Private Monopoly and Methods of Preserving Fair
Trade, and requested that such provisions be either deleted or amended so as to
be in accord with the said Law; and

WHEREAS, CRBL, CRJ, and AJINOMOTO are willing to amend such provisions of
the License Agreement as hereinafter provided.

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. Paragraph (1) of Article IV of the License Agreement is hereby amended
by deleting the words "and for two (2) years thereafter" in line 4 thereof so
that said Paragraph (1) will read as follows:

"(1) CRBL hereby covenants that it shall not utilize or
license others to utilize the TECHNICAL INFORMATION for the purpose of
breeding, use or sale of the PRODUCTS in the TERRITORY during the term of this
Agreement, provided that the term of this Agreement with respect to TECHNICAL
INFORMATION concerning a particular species shall be that period during which
royalties are paid with respect to such species; if royalties never become
payable with respect to a particular species, CRBL's covenant against
utilization and licensing of such species shall cease at the time any such
species is no longer subject to the licensing provisions of this Agreement."

2. Paragraph (2) of Article X of the License Agreement is hereby amended
by deleting the word "perpetual" in line 3 thereof and inserting an additional
proviso at the end thereof so that said Paragraph (2) will read as follows:

<PAGE>

"(2) Solely in consideration for the covenants and rights
granted to it by CRBL in Paragraph (1) of this Article X, CRJ hereby grants
CRBL the worldwide, nonexclusive right to use all improvements, discoveries,
inventions and modifications made or developed by CRJ or its sublicensees or
any person manufacturing the PRODUCTS for or on behalf of CRJ relating to the
TECHNICAL INFORMATION and PRODUCTS; provided that during the exclusive period
provided for in Paragraph (1) of Article II, CRBL agrees not to use within the
TERRITORY any such improvements, discoveries, inventions and modifications;
provided, further, that if this Agreement is terminated pursuant to the
provisions of Paragraphs (2) (where breach is that of CRJ) or (5) of Article
XVI hereof, CRBL shall continue to have the non-exclusive right to use such
improvements, discoveries, inventions and modifications after the termination."

3. Paragraph (1) of Article XVIII of the License Agreement is hereby
amended by replacing the words "(where breach is that of CRBL), (4) or (5) of
Article XVI hereof" in line 6 thereof with the words "(where CRBL fails to
fulfill its material obligation under this Agreement with the intention to
terminate this Agreement) of Article XVI hereof" so that said Paragraph (1)
will read as follows:

"(1) In order to foster and promote the attainment of the
aims and objectives of CRJ, CRBL agrees that during the term of this Agreement
and for a period of two years after this Agreement or any license of TECHNICAL
INFORMATION hereunder with respect to a particular species is terminated in
accordance with Paragraph (2) (where CRBL fails to fulfill its material
obligation under this Agreement with the intention to terminate this Agreement)
of Article XVI hereof, CRBL shall not, directly or indirectly (through a firm,
joint venture, company or business owned or controlled by it or otherwise),
except through CRJ, engage in the business in the TERRITORY to produce
laboratory animals and/or feed for laboratory animals and/or equipment which
are reasonably competitive with the PRODUCTS or shall not acquire in the
TERRITORY an interest in any firm or business organization producing, selling,
promoting or dealing in laboratory animals and/or feed for laboratory animals
and/or equipment which are reasonably competitive with the PRODUCTS."

4. Paragraph (2) of Article XVIII of the License Agreement is hereby
amended by replacing the words "(where the breach is that of CRJ) of Article
XVI hereof" in lines 4 and 5 thereof with the words "(where CRJ fails to
fulfill its material obligation under this Agreement with the intention to
terminate this Agreement) of Article XVI hereof" so that said Paragraph (2)
will read as follows:

"(2) In order to promote fairness and appropriateness and the
attainment of objectives of CRBL, CRJ agrees that for a period of two (2) years
following the termination of this Agreement in accordance with the provisions
of

<PAGE>

Paragraph (2) (where CRJ fails to fulfill its material obligation under this
Agreement with the intention to terminate this Agreement) of Article XVI
hereof, CRJ shall not, directly or indirectly, (through a firm, joint venture,
company or business owned or controlled by it or otherwise) engage in the
business in the TERRITORY of producing any laboratory animals or any food for
laboratory animals or any equipment which is reasonably competitive with the
PRODUCTS and shall not acquire in the TERRITORY any interest in any firm or
business organization producing, selling, promoting or dealing in any such
laboratory animals and/or feed for laboratory animals or equipment which are
reasonably competitive with the PRODUCTS."

5. The amendments set forth above shall be subject to the necessary
validation by the Japanese Government under the Law concerning Foreign
Investment and shall become effective when such validation is granted.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives on the day and year first
above written.

THE CHARLES RIVER BREEDING
LABORATORIES, INC.

By
-----------------------------------------------

CHARLES RIVER JAPAN, INC.

By
-----------------------------------------------

AJINOMOTO CO., INC.

By
-----------------------------------------------

<PAGE>

AJINOMOTO CO., INC.

15- 1. KYOBASHI ITCHOME CHUO-KU.
TOKYO 104, JAPAN

January 17, 1994

Mr. James C. Foster
President
The Charles River Laboratories, Inc.
251 Ballardvale street
Wilmington, Massachusetts 01887
U.S.A.

VIA AIRMAIL

Re: Amendment of JOINT VENTURE AGREEMENT

Dear Sir:

AS you may already be aware, the Japanese Stock Corporation Law and
supplemental laws thereof have been amended effective as of the 1st day of
October, 1993. Under the laws as amended, corporations with stated capital
exceeding 500,000,000 Japanese yen shall have at least three (3) auditors, the
term of office of whom shall be three (3) years.

Such corporations falling within the abovementioned category which
currently have only two (2) auditors are required to increase the number of
auditors to at least three (3) by the end of the general meeting of
shareholders to settle the first accounting period the end of which arrives
after October 1, 1993. Therefore, it in necessary for Charles River Japan,
Inc. ("CRJ") to increase its auditors from two (2) to three (3) or more by the
end of the ordinary general meeting of shareholders to be held in June, 1994.

Accordingly, we would like to propose amending Article II Paragraph
(5) of the JOINT VENTURE AGREEMENT with respect to CRJ dated the 24th day of
June, 1981 (the "JVA" to read as follows:

"The parties hereto agree that they will vote their shares of CRJ in
such manner that at all times during the effective period of this
Agreement there shall be three statutory auditors (Kansayaku) of
CRJ; one to be a person designated by AJI, one to be a person
designated by CRL, and one to be a person designated by agreement
between AJI and CRL.

Taking this opportunity, we would also like to amend certain parts of
the JVA as set forth below.

(a) All references to "THE CHARLES RIVER BREEDING
LABORATORIES, INC." in the JVA shall be amended to read
"THE CHARLES RIVER, LABORATORIES, INC.", and all references

-1-

<PAGE>

AJINOMOTO CO., INC.

to "CRBL" in the JVA shall be amended to read "CRL".

(b) CRL and AJI have agreed, at the ordinary general meeting of
shareholders of CRJ held this June, to increase the number of
directors of CRJ from ten to twelve, and have casted their
votes as shareholders of CRJ at such meeting in such manner
that the two persons designated by CRL and AJI, respectively,
be appointed as directors of CRJ. Accordingly, Article II,
Paragraph (1) shall be amended to read as follows:

"CRJ has a Board of Directors consisting of twelve directors.
The parties hereto agree that they will cast their votes as
shareholders of CRJ in such manner that the Board of Directors
shall consist of an equal number of persons designated by AJI
and CRL."

"TO: AJINOMOTO CO., INC.
President
15-1, Kyobashi itchome
Chuo-ku, Tokyo
Japan"

If the foregoing is acceptable, please sign and return one original of
this letter.

Very truly yours,

Ajinomoto Co., Inc.

------------------------------------
President

Agreed and accepted.

The Charles River Laboratories, Inc.

------------------------------------
President

(Date)
------------------------------------

-2-

<PAGE>

ADDENDUM

This ADDENDUM made and entered into as of August 30, 1996 by and
between The Charles River Laboratories, Inc., a corporation organized and
existing under the laws of Delaware, having its principal place of business at
251 Ballardvale Street, Wilmington, Massachusetts 01887, the United States of
America (hereinafter referred to as "CRL") and Ajinomoto Co., Inc., a
corporation organized and existing under the laws of Japan, having its
principal place of business at 15-1, Kyobashi 1 chome, Chuo-ku, Tokyo 104,
Japan (hereinafter referred to as "Ajico")

WITNESSETH:

WHEREAS, the parties hereto have entered into a Joint Venture
Agreement dated June 24, 1981, as amended an June 15, 1987 and an January 17,
1994 (as so amended, hereinafter referred to as "Original Agreement') for the
production of laboratory animals and/or feed for laboratory animals; and

WHEREAS, the parties hereto have been engaged in the production of
laboratory animals and feed for laboratory animals through Charles River
Japan, Inc. (hereinafter referred to as "CRJ") in Japan; and

WHEREAS, CRL desires to produce and/or sell laboratory animals and
feed for laboratory animals through a joint venture company to be established
with The Shanghai No. 1 Biochemical & Pharmaceutical Company of China in the
People's Republic of China; and

WHEREAS, CRL and Ajico agreed to exclude the People's Republic of
China from the territory for CRJ which was stipulated in the Original
Agreement an the terms and conditions provided in the letter agreement as of
July 12, 1996 sent from Mr. Kazutoshi Yamada, Executive Managing Director of
Ajico and accepted by Mr. James C. Foster, President & CEO of CRL as of July
31, 1996 (hereinafter referred to as "Letter Agreement"),

NOW, THEREFORE, in consideration of the premises and mutual

<PAGE>

covenants herein contained, both parties hereto agree as follows:

Article 1. (Amendment to the Joint Venture Agreement).

Schedule A attached to the Original Agreement shall be amended by
eliminating "the People's Republic of China" therefrom.

Article 2. (Payment of the Compensation)

As the compensation for CRJ's giving up of the exclusive territory of
the People's Republic of China, CRL shall pay CRJ three percent (3%) of the
net sales of laboratory animal and feed therefor made in, to or from the
People's Republic of China by CRL, or any third party in which CRL has,
directly or indirectly, share of interest or any third party with which CRL
has a cooperative arrangement therefor including, but not limited to,
licensing arrangement and distribution arrangement (such third party shall be
hereinafter collectively referred to as "CRL Partner").

For the purpose of this Article 2 "net sales" means an aggregate
amount of gross invoice price less only commercial, trade or cash discounts
and adjustments actually allowed to customers.

Payment of the Compensation provided for above shall be made to CRJ
quarterly within three (3) months after the end of each fiscal quarter of CRL.
The payment to CRJ after deducting any withholding tax applicable, unless
otherwise instructed by CRJ, shall be made in Japanese currency at the
exchange rate of Citybank N.A., New York, Now York the United States
prevailing on the date of payment. All such exchange charges shall be borne by
CRL.

CRL shall maintain, or shall cause CRL Partner to maintain, adequate
records so that the net sales can be determined.

CRL shall render to CRJ within three (3) months after the end of each
fiscal year of CRL, a statement of sales separately stating sales of
laboratory animals by species, feed for laboratory animals for the preceding
fiscal year of CRL; such statement shall be certified as accurate by an
independent public accountant.

Article 3. (Exportation)

CRL or CRL Partner may export laboratory animals and feed therefor
produced in the People's Republic of China to Japan and Korea an condition
that CRJ is appointed as the sole and exclusive importer of such laboratory
animals and

<PAGE>

feed therefor within the territory of Japan and Korea. The details of the
terms and conditions for such exclusive importation of the laboratory animals
will be provided in an Exclusive Exportation Agreement to be separately
negotiated and entered into by CRJ and CRL or CRL Partner. CRL and Ajico
hereby confirm that the preceding provision shall in no way affect the status
of Japan and Korea as a part of the territory reserved exclusively for CRJ as
specified in Schedule A of the Original Agreement (as amended pursuant to
Article 1 hereon, and therefore, the export to Japan and Korea as well as
other countries in the territory shall be subject to the control of CRJ.

Article 4. (Term)

This ADDENDUM shall become effective as of August 30, 1996 and shall
continue in full force and effect as long as the Original Agreement remains
effective.

IN WITNESS WHEREOF, the parties hereto have caused this ADDENDUM to
be signed by their respective duly authorized representatives on the date
first above written

The Charles River Laboratories, Inc.

/s/ James C. Foster
-------------------------------------
James C. Foster
President and Chief Executive Officer
Date: Oct. 2, 1996
-------------------------------

Ajinomoto Co., Inc.

/s/ Shunsuke Inamori
-------------------------------------
Shunsuke Inamori
President
Date: September 26, 1996
-------------------------------

<PAGE>

ORIGINAL FILED IN ORIGINAL DOCUMENTS FILE

[Letterhead of Ajinomoto Co., Inc.]

October 25, 1978

Mr. James C. Foster
Charles River
Breeding Laboratories
251 Bllardvale St.
Wilmington, Massachusetts
U. S. A.

Dear Mr. Foster,

Kindly find enclosed original of Amendment Agreement duly signed by all
the parties concerned.

Please be advised that the Agreement was accepted by our Fair Trade Commission
on October 20, and approved by The Bank of Japan on October 25.

Thanking you for your cooperation on this matter, with best wishes,

Very truly yours,

Ajinomoto Co., Inc.

---------------------------
Izumi Hayashi
Director of Patents & Licensing

Enc. Amendment Agreement (Original)

<PAGE>
MEMORANDUM OF AGREEMENT

THIS MEMORANDUM OF AGREEMENT, made this 24th day of March, 1978, by and
among The Charles River Breeding Laboratories, Inc. ("CRBL"), Ajinomoto Co.,
Inc. ("Ajinomoto"), Charles River Japan, Inc. having its principal office at
15-1, Takara-cho 1-chome, Chuo-ku, Tokyo, Japan ("Old CRJ") and Charles River
Japan, Inc. having its principal office at 858, Onna, Atsugi-shi, Kanagawa-ken,
Japan ("New CRJ").

WITNESSETH:

WHEREAS, Ajinomoto has proposed that Old CRJ be dissolved and liquidated
as of the date hereof and transfer all its business and assets to New CRJ which
has been established as a wholly-owned subsidiary of Ajinomoto as of the date
hereof, that the License and Technical Assistance Agreement and Tradename and
Trademark License Agreement between CRBL and Old CRJ dated October 28, 1974 be
terminated as of the date hereof and that a new License and Technical
Assistance Agreement and Tradename and Trademark License Agreement having
substantially the same provisions be executed between CRBL and New CRJ as of
the date hereof; and

WHEREAS, CRBL is willing to accept the above-mentioned proposal of
Ajinomoto;

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. The License and Technical Assistance Agreement and Tradename and
Trademark License Agreement between CRBL and Old CRJ dated October 28, 1974
("Old License Agreement"), together with the guarantee by Ajinomoto of Old
CRJ's obligations thereunder, shall be and is hereby terminated as of the date
hereof and shall cease to have any further effect except as expressly specified
therein.

2. The Letter Agreement among CRBL, Old CRJ and Ajinomoto dated February
4, 1977 shall be and is hereby cancelled as of the date hereof, and all the
royalty payments deferred pursuant to the said Letter Agreement shall be paid
together with interest set forth therein within thirty (30) days after the date
of the necessary approval thereof by the Japanese Government.

3. CRBL and New CRJ are this date entering into a new License and
Technical Assistance Agreement and Tradename and Trademark License Agreement
("New License Agreement"), and CRBL hereby approves and agrees

<PAGE>

that Old CRJ may disclose to New CRJ for use by New CRJ under the New License
Agreement any and all of the Technical Information which CRBL has disclosed to
Old CRJ pursuant to the Old License Agreement.

4. The Termination Agreement between Ajinomoto and CRBL dated August 15,
1974 as amended on August 28, 1975 shall be and is hereby cancelled as of the
date hereof and shall have no further effect; provided, however, that Ajinomoto
hereby agrees with CRBL as follows:

(1) In case Ajinomoto desires to sell any part of shares in New CRJ during
the effective term of the New License Agreement, it must first offer such
shares to CRBL at the same bona fide price offered by third party. If CRBL
does not agree to purchase such shares at such price within sixty (60)
days after receipt of Ajinomoto's notice of its desire to sell such
shares, Ajinomoto may within ninety (90) days thereafter sell such shares
at such price to such third party. Any such buyer shall be bound by the
same agreements as Ajinomoto under this Memorandum of Agreement.

(2) Ajinomoto agrees for itself and for its affiliates that so long as it
has a controlling interest in New CRJ or business to be operated by New
CRJ under the New License Agreement, it will not, directly or indirectly
(through a firm, joint venture, company or business owned or controlled by
it or otherwise), except through New CRJ, engage in the business in the
Territory (as defined in the New License Agreement) to produce Laboratory
Animals and/or Feed specially formulated for Laboratory Animals and/or
Equipment which are reasonably competitive with the Products (as defined
in the New License Agreement) or shall not acquire in the Territory an
interest in any firm or business organization (other than New CRJ)
producing, selling, promoting or dealing in laboratory animals and/or feed
for laboratory animals and/or equipment which are reasonably competitive
with the Products.

(3) Ajinomoto agrees for itself and for its affiliates that it will
maintain in strict confidence and will not make any unauthorized use or
disclosure of Technical Information (as defined in the New License
Agreement) and other confidential technical, economic and marketing
information received from CRBL, Old CRJ and/or New CRJ, as the case may
be, so long as and to the extent that such Technical Information or such
other information remain unpublished; provided, however, that nothing
herein shall prevent disclosure or use of such Technical Information or
such other information which was known to the recipient at the time of
disclosure, or which are properly obtained by the recipient from some
source other than, directly or indirectly from CRBL, Old CRJ or New CRJ,
as the case may be.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized representatives on the date and year first
above written.

The Charles River Breeding Laboratories, Inc. ("CRBL")

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

Ajinomoto Co., Inc. ("Ajinomoto")

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

Charles River Japan, Inc. ("Old CRJ")

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

Charles River Japan, Inc. ("New CRJ")

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

3
<PAGE>
ANNEX 1

LIST OF THE BUILDINGS

ITEM NAME OF BUILDING SQUARE(M2)
-----------------------------------------------------------------------
1 Synthetic Building 1,800
2 Air-Condition Room 40
3 Acid Soaking Room 5
4 Human Waste Treatment Pool 16.4
5 Water Pool 20
6 Cement Road 953
7 Cement Drainpipes 108m
8 Cement Drainpipes 36m
9 Iron Railing 269m
10 Stone Wall 54m
11 Pools & Flower Beds
12 Park Shed 72
13 Tree-planting 3,000

<PAGE>

ANNEX 2

<PAGE>

ASSET TRANSFER AGREEMENT

THIS AGREEMENT is entered into on this 1st day of Sept. 1997 by and between
Zhanjiang Scientific & Technical Service Centre, Guangdong, the People's
Republic of China and Zhanjiang A & C Biological Ltd., Guangdong, the People's
Republic of China.

PRELIMINARY STATEMENT

This Agreement is entered into in accordance with Clause 6.5 of the Joint
Venture Contract dated [ ] ("the JV-Contract") by and between Zhanjiang
Scientific & Technical Service Centre of China, ("Party A") and Charles Rivers
Laboratories Inc., of the United States of American, ("Party B"). In accordance
with the JV-Contract, Zhanjiang Scientific & Technical Service Centre shall
sell certain assets to the Zhanjiang A & C Biological Ltd.

ARTICLE I - DEFINITIONS

The following terms used in this Agreement shall have the following meanings:

1.1 "Associated Company" means any company or organisation which is under
common ownership or control as one of the parties to this Agreement.

"Consideration" means that amount described in Clause 3 of this
Agreement

"Effective Date" means the date upon which Party B receives it's
Investment Certificate, in accordance with Clause 5.5 of the
JV-Contract, for its capital contribution to the Purchaser.

"Appraisal Report" means the financial audit carried out by the
Zhanjiang Asset Appraisal Corporation on 10 April 1996.

"Investment Certificate" means the investment certificate(s) referred
to in Clause 5.5 of the JV-Contract.

"Price Waterhouse Report" means the financial report carried out by
Price Waterhouse the international firm of accountants on 12
September 1996.

"Products" means any Tachypleus Amebocyte Lysate products.

<PAGE>

"Purchaser" means the new Sino-foreign joint venture company called
Zhanjiang A & C Biological Ltd registered in Zhanjiang Guangdong,
whose legal address is 38 Middle of People Avenue, Zhanjiang,
Guangdong, Peoples republic of China.

"Sale Assets" means the plant and machinery set out in Schedule I to
this Agreement.

"Trade-Know How" means all the knowledge and know-how developed and
used by the Vendor, Zhanjiang Sino-American Biological Ltd. or any
Associated Company of either in manufacturing Products in China
including but not limited to business and governmental contacts and
connections;

"Vendor" means Zhanjiang Scientific & Technical Service Centre
registered in Zhanjiang, Guangdong, the Peoples Republic of China and
with it's legal address at 2 South Road, Nanqiao, Chikan, Zhanjiang,
Guangdong, the Peoples Republic of China.

ARTICLE 2 - SALE AND PURCHASE

2.1 The Vendor as beneficial owner shall sell and the Purchaser, relying upon
the representations warranties and undertakings of the Vendor contained in
this Agreement, shall purchase the Sale Assets and Trade-Know How free
from all forms of security or restrictions of any kind, adverse claims or
reservations of title and upon the terms of this Agreement. It should be
noted that in purchasing the Trade Know-How, the Purchaser has properly
reimbursed the Vendor for the intangibles assets, as valued in the
Appraisal Report and approved in the Price Waterhouse Report, and no more
money shall be due to the Vendor in that regard.

ARTICLE 3 - CONSIDERATION

3.1 The Consideration for the sale and purchase of the Sale Assets shall be
the payment in cash of US$789,166, which can be divided into:

Plant and Machinery US$311,075
Trade-Know How US$478.091
----------
US$789,166

<PAGE>

3.2 Payment of the Consideration shall be made by the Purchaser to the Vendor
in two instalments: 3.2.1 The first instalment of USS266,750 shall be made
on the Effective Date. 3.2.2 The final instalment of USS522,416 shall be
made at the request of the Vendor, but no sooner than the first day upon
which both of the Parties have made their full contributions to the
Purchaser in accordance with Clause 5.2 and 5.3 of the JV-Contract and
have obtained the relevant Investment Certificates.

ARTICLE 4 - WARRANTIES AND UNDERTAKINGS

4.1 The Vendor is or was the only owner of equity in a Sino-foreign equity
joint venture company called Zhanjiang Sino-American Biological Ltd. ("Old
JVI").

4.1.1 The business of the Old JV is in direct competition to that of the
Purchaser. From the Effective Date, the Vendor undertakes and
warrants that neither it nor the Old JV nor any Associated Company of
either will from the Effective Date carry out business which will in
the reasonable opinion of the Purchaser in any way compete ,with the
business of the Purchaser.

The Vendor undertakes and warrants that it's senior representatives,
Zheng WeiHan and Fen Jujin, shall take on any role for the Purchaser
as the Purchaser shall request and shall not in any event work for
any organisation, which in the reasonable opinion of the Purchaser,
is in competition, whether direct or otherwise with the Purchaser.

4.2 The Vendor further warrants and undertakes that:

4.2.1 all customers that currently obtain their Products from either the
Vendor, the Old JV or from any Associated Company shall obtain any
future Products from the Purchaser.

4.2.2 all suppliers that currently provide materials used in the
production of the Products by either the Vendor, the Old JV or any
Associated Company will be prepared to supply such materials to the
Purchaser on terms at least as favourable as those previously offered
to the aforementioned companies.

<PAGE>

4.2.3 neither the Purchaser nor Party B shall in any way be responsible
for any liabilities of the Vendor, the Old JV or any Associated
Company.

4.2.4 the Sale Assets include at least all of the assets in the Appraisal
Report in the category of Plant and Machinery as approved in the
Price Waterhouse Report.

4.2.5 it has the fight and title to the Sale Assets and Trade Know-How
and has the authority to deal with the Sale Assets and Trade-Know How
in its entire discretion in accordance with the relevant laws.

4.2.6 it has obtained all the relevant approvals for the sale of the Sale
Assets and the Trade-Know How under the terms of this Agreement and
the value of these items has been valued and verified in accordance
with the relevant laws.

<PAGE>

4.2.7 the Sale Assets and Trade-Know How represent all the plant and
machinery and knowledge used by the Vendor and any Associated Company
of either in its current business with the same business scope as
that of the Purchaser.

4.2.8 the Sale Assets and Trade-Know How will put the Purchaser in the
position to be able to commence it's new business of producing
Products and carry out the business scope of the Purchaser.

4.2.9 the Sale Assets and the Trade Know-How shall be transferred to the
Purchaser in accordance with the law.

ARTICLE 5 - RISK PROPERTY AND TITLE

5.1 Risk and property in and title to the Sale Assets and where appropriate
Trade-

Know How shall pass to the Purchaser on the Effective Date.

ARTICLE 6 - INDEMNITY

6.1 The Vendor hereby undertakes to indemnify and hold harmless the Purchaser
and Party B from and against any and all losses, costs, liabilities and
expenses incurred by the Purchaser as a result of any representation
warranty or undertaking given or made by the Vendor in connection with
this Agreement proving untrue or misleading. In particular the Vendor
shall indemnify the Purchaser for any cost it may incur in relation to the
increase in the Consideration in Clause 3.1

ARTICLE 7 - TAXATION

7.1 The Vendor hereby undertakes to indemnify the Purchaser from any taxation
to which it is liable in purchasing or using the Sale Assets or Trade
Know-How.

ARTICLE 8 - MAINTENANCE OF TRADE
CONTRACTS AND CONNECTIONS

<PAGE>

8.1 Beginning immediately after the signature hereof and continuing for such
period as the Purchaser may require, the Vendor shall use its best efforts
to help the Purchaser to make and foster such personal contacts and
connections with individuals representing the principal customers and
suppliers of the Vendor, the Old IV or any Associated Company of either as
may best enable the Purchaser to build its business.

ARTICLE 9 - ASSIGNMENT

9.1 This Agreement may not be assigned by either the Vendor or the Purchaser.

ARTICLE 10 - FURTHER ASSURANCE

10.1 The Vendor will do such acts and things and execute such documents as may
be necessary to vest the Sale Assets and where appropriate the Trade-Know
How in the Purchaser.

ARTICLE 11 - WAIVER

11.1 No waiver by the Purchaser of any of the requirements hereof or of any of
its rights hereunder shall release the Vendor from fall performance of its
remaining obligation stated herein.

ARTICLE 12 - ENTIRE AGREEMENT

12.1 This Agreement (together with any documents referred to herein)
constitutes the whole agreement between the Parties hereto relating to its
subject matter and no variations hereof shall be effective unless made in
writing and signed by the legal representative of both Parties.

ARTICLE 13 - APPLICABLE LAW

13.1 This Agreement shall be subject to and shall be construed in accordance
with the law of the People's Republic of China.

ARTICLE 14 - DISPUTE RESOLUTION

<PAGE>

14.1 Any disputes arising from the execution of or in connection with this
Contract shall be settled through friendly consultations between the
Parties. In case no settlement can be reached through consultations within
sixty (60) days after a Party has given notice to the other Party of the
matter in dispute, the disputes shall be submitted to the China
International Economic and Trade Arbitration Commission in accordance with
it's existing rules of arbitration. The arbitration award is final and
binding upon both parties to this Agreement.

<PAGE>

14.2 During the arbitration, this Agreement shall be performed continually by
the Parties except for matters in dispute, and the arbitration proceedings
shall not prevent any Party from exercising its right of termination under
this Contract.

ARTICLE 15-LANGUAGE

15.1 This Agreement shall be written in Chinese and English. While both the
Chinese and English versions are both legal and binding versions, in the
event of a conflict between the provisions of the two versions, the
English one shall prevail.

This Agreement is signed, by the duly authorised representatives of both
Parties as of the date first before written.

Vendor: Zhanjiang Scientific & Technical Service Centre
Authorised Representative:

Purchaser: Zhanjiang A&C Biological Ltd.
Authorised Representative:

<PAGE>

SCHEDULE I

ITEM NAME OF THE EQUIPMENT QUANTITY
- --------------------------------------------------------------------------------
I Centrifuge 1
2 Centrifuge 2
3 High Capacity Refrigerated Centrifuge 1
4 Refrigerated Centrifuge 1
5 Refrigerated Ultracentrifuge 1
6 Centrifuge 1
7 Desk Centrifuge 1
8 Lyophilizer 1
9 Lyophilizer 1
10 Dust Particle Counter 1
11 Ampoules Filling & sealing machine 1
12 Aspirator 2
13 Single Pan Balance 1
14 Agitator 2
15 Air Supply Apparatus 1
16 Manual Perfusion Unit 1
17 Vacuum Pump 1
18 Dust Catcher 3
19 Electric Heating Sterilizer 2
20 Automatic Pure Water Distiller 1
21 Refrigerator 2
22 Vapour Aspirator 3
23 Air Conditioner 1

<PAGE>

24 Air Conditioner 1
25 Air Conditioner 2
26 Air Conditioner 1
27 Clean Beach 1
28 Clean Beach 1
29 Clean Beach 1
30 Clean Beach 1
31 Transformer 1
32 Power Distribution Screen Control 4
33 Power Distribution Screen Control 10
34 Power Distribution System 1
35 Power Supply Expense 1
36 Running Water Net Expense 1
37 Drainpipe Erection Expense 1
38 Exhaust Pipes 1
39 Telephone 4
40 Electric Welding Set 1
41 Refrigerator 1
42 Freezer 1
43 Freezer 1
44 Refrigerator 1
45 Refrigerator 1
46 Refrigerator 1
47 Refrigerator 4
48 Refrigerator 1
49 Refrigerator 1

<PAGE>

50 Freezer 2
51 Binocular Microscope 1
52 Liquid Nitrogen Tank 2
53 Ultraviolet Analytical Apparatus 1
54 PH Meter 2
55 Filter 2
56 Severing Machine 1
57 Electrophoresis Apparatus 1
58 Water Bath Incubator 1
59 TV Set 1
60 Air Bath Incubator 1
61 Spectrophotometer 1
62 Pump 1
63 Drill Machine 1
64 Thermostat Cradle 1
65 Ampoules Printer 1
66 Fibre Filter 1
67 Filter 1
68 Blower 1
69 Purified System 1
70 Sterilizer 1
71 Oil Boiler 1
72 Accessories for Oil Boiler
73 Stainless Water Distiller 1
74 Super Pure Water Distiller 1
75 Air-Condition & Purifying Unit 1

<PAGE>

76 Air-Condition & Purifying Unit 1
77 Air-Condition Tower 1
78 Water Pump 1
79 Water Pump 1
80 Pump 1
81 Cooling Pipes 1
82 Vapour Sterilizer 1
83 Bottles Washer 1
84 Vials Washer 1
85 Ampoules Dehydrate Machine 2
86 Capping Machine 2
87 Diesel Generator 1
88 Filling & sealing machine 1
89 Filling & sealing machine 1
90 Filling & sealing machine 1
91 Generator 1
92 Oven 2
93 Dryer 1
94 Dryer 1
95 Motorcar 1
96 Motorcycle 2
97 Chinese-English Printer 1
98 Fax Machine 1
99 Computer Printer 1
100 Enzyme Labelling Analytical Set 1
101 PH Meter 1

<PAGE>

102 Balance 5
103 Washing Machine 1
104 Ampoules Washer 1
105 TV Antenna Wire Net 1
106 Electric Fan 4
107 Air Exhaust Pipes 1
108 Mosquito Expelling Lamp 1
109 Jackscrew 1
110 Shock Driller 1
111 Miccrocoupon 1
112 Balance 1
113 Mixer 1
114 Pound Machine 1
115 Water Bath Incubator 1
116 Water Bath Incubator 1
117 Sterilizer 2
118 Bowl Sterilizer 1
119 Gas Jar & Gas Stove 1
120 Nitrogen Tank 3
121 Ultrasonic Cell Crushing Apparatus 1
122 Shed for Luminous 1
123 Air Conditioner 1
124 Shock Driller 1
125 Oven 1
126 Centrifuge 1
127 Air Conditioner 2

<PAGE>

128 Refrigerator 1
129 Freezer 1
130 PH Meter 1
131 Clean Bench 1
132 Telephone System of Program Control 1
133 Disinfection Clamber 8.5m2
134 Water Bath Incubator 1
135 Cement Road 300m2

<PAGE>

ANNEX3

<PAGE>

TECHNOLOGY LICENSE CONTRACT

THIS CONTRACT is entered into in Zhanjiang, Guangdong, China, on this 1st day
of Sept., 1997 by and between Charles Rivers Laboratories, Incorporated, a 1997
by corporation duly organised and existing under the laws of the United States
of America, whose address for the purposes of this Contract is 251 Ballardvale
Street, Wilmington, Delaware, MA 01887 (hereinafter referred to as "Licensor"),
and Zhanjiang A & C Biological Ltd., a Sino-foreign joint venture registered in
Zhanjiang, Guangdong and whose address for the purpose of this Contract shall
be 38 Middle of People Avenue. Zhanjiang, Guangdong, Peoples Republic of China
(hereinafter referred to as the "Licensee"). They shall be referred to as "the
Parties" to this Contract or as the Party in relation to any one of them.

PRELIMINARY STATEMENT

This Contract is entered into in accordance with Chapter 10 of the Joint
Venture Contract dated [ ] by and between Zhanjiang Scientific & Technical
Service Centre of China, and Charles Rivers Laboratories, Incorporated of the
U.S.A. (the "JV-Contract"). As a gesture of good faith by the Licensor, the
Technology licensed under this Contract shall be provided free of charge and at
no cost to the Licensee. The terms in this Contract reflect the Licensor's
gesture.

ARTICLE I - DEFINITIONS

The following terms used in this Contract shall have the following meanings:

1.1 "Affiliate" means any company which, through ownership of voting stock or
otherwise, directly or indirectly, is controlled by, under common control
with, or in control of, a Party; the term "control" being used in the
sense of power to elect a majority of directors or to direct the
management of a company.

1.2 "Approval Authority" means the Ministry of Foreign Trade and Economic
Cooperation of China or the authority designated by such Ministry to
approve this Contract.

1.3 "Effective Date" means the effective date of this Contract as defined in
Article 9.1.

1.4 "Improvements" means any technical improvements or design modifications
made or acquired by either Party in connection with the Licensed
Technology.

<PAGE>

1.5 "Products" means Tachypleus Amebocyte Lysate products.

<PAGE>

1.6 "Licensed Technology' means the technical knowledge which the Licensor
owns or controls as of the Effective Date and during the term of the
JV-Contract and has full legal right to transfer or disclose to another
party, and which pertains to the manufacture of the Products.

1.7 "Supplemental Contracts" shall have the meaning set out for such term in
Article 4.2 hereof.

1.8 "Technical Documentation" and "Technical Information" means the
documentation embodying the Licensed Technology, including specifications,
data, reports and other information that may be reasonably necessary to
enable the Licensee to establish and carry 'on production of the Products
and which is owned by Licensor or which Licensor is free to disclose to
any third party.

ARTICLE 2 - RIGHTS AND LICENSES

2.1 (a) Licensor hereby grants to the Licensee:

(i) a non-exclusive license to use the Licensed Technology for the
manufacture of the Products and the provision of related
services in the People's Republic of China; and

(ii) a non-exclusive license to market, distribute and sell the
Products inside and outside the People's Republic of China.

(b) his license does not include the right to grant sub-licenses. The
Licensee shall not assist or permit others to manufacture the
Products inside or outside the People's Republic of China.

2.2 The Licensee expressly acknowledges and agrees that, other than the rights
and licenses granted under this Contract, it does not hereby acquire and
has no right or claim to any other rights in, or to the use of, other
trademarks, patents, copyright or other industrial property rights or
technical knowledge owned, used or adopted by Licensor or its Affiliates.

ARTICLE 3 - PAYMENT

3.1 No royalty or charge shall be payable by the Licensee for the rights set
out above.

<PAGE>

3.2 The only payments that shall be due under this Contract shall be payable
where the Licensee has in some way breached the terms hereof In that case
the Licensee shall indemnify the Licensor for any losses made or damages
incurred due to the Licensee's breaches.

ARTICLE 4 - SCOPE OF TECHNOLOGY SERVICE

4.1 During the term of the JV-Contract, Licensor shall provide to the Licensee
Technical Information and Licensed Technology related to the Products
which, as determined by Licensor, in it's sole discretion, may be helpful
in enabling the Licensee to establish and carry on the production of the
Products.

4.2 During the term of the N-Contract, the Licensee shall supply to the
Licensor any Improvements made or obtained by it in connection with the
Licensed Technology or Products as such become available. With respect to
Improvements made or obtained by the Licensee these shall be supplied
substantially in the same form and on the same terms and conditions as
this Contract. Upon the request by the Licensor, the Licensee shall also
permit the Licensor to apply in it's own name for patents for Improvements
of the Licensee and for this purpose shall assign any rights in Q
Improvements free of charge to the Licensor. In order to obtain the
continuing benefit of the Licensor's research and development relating to
the Licensed Technology during the entire term of the Licensee's
operations, the Licensee agrees that upon the request of Licensor it shall
execute one or more further technology licenses. The contracts relating to
the Improvements and the terms for further technology licences by the
Licensor shall be referred to as the "Supplemental Contracts". (Such
Supplemental Contracts shall be effective upon approval by the Approval
Authority.)

ARTICLE 5 - TECHNICAL COMPLIANCE AND INSPECTION

5.1 The Licensee shall be responsible for maintaining the quality standard of
the Products it produces, and using the Licensed Technology in accordance
with the Technical Documentation. If at any time Licensor determines that
the Licensee is not fulfilling these obligations, Licensor shall notify
the Licensee of the deficiencies that it believes exist and propose
methods for correction. The Licensee shall cause the correction to be made
within sixty (60) days after the said notification.

<PAGE>

5.2 Licensor shall be entitled at any time upon reasonable notice being given
to the Licensee to enter the premises of the Licensee for the purpose of
inspecting the work being carried out in connection with the Licensed
Technology and Products.

ARTICLE 6 - WARRANTY

6.1 Licensor warrants that as of the Effective Date it will have full legal
right to transfer and disclose the Licensed Technology to the Licensee and
that the Licensed Technology is of an advanced level by international
standard.

6.2 Licensor warrants the accuracy of the specifications included in the
Technical Documentation.

ARTICLE 7 - CONFIDENTIALITY

7.1 All Licensed Technology, advice, and other information ("Confidential
Information") provided by Licensor pursuant to this Contract shall be kept
strictly confidential by the Licensee and shall be used solely for its own
benefit in connection with the manufacture and sale of the Products
except, however, for such information that must be submitted to
governmental authorities under Chinese laws and regulations. Such
information shall be submitted to the governmental authorities only by the
General Manager of the Licensee. The General Manager shall inform the
Licensor in writing prior to such submission.

7.2 The Licensee hereby covenants and agrees to keep all such information
confidential and not, without prior express written consent of Licensor,
to communicate or allow to be communicated such information to anyone
except its own employees, and only to such extent as may be necessary for
the proper performance by such employees of their assigned tasks.

7.3 In order to ensure the observance of Articles 7.1 and 7.2 above by the
Licensee's employees, the Licensee shall cause each of its employees with
access to Confidential Information referred to in Articles 7.1 and 7.2
above to sign a Confidentiality Agreement which protects the Licensor from
breaches of these obligations by the staff of the Licensee.

7.4 The provisions of Articles 7.1 and 7.2 shall survive the term of this
Contract for five (5) years.

<PAGE>

7.5 The obligations of confidentially, secrecy, non-disclosure and the
restriction of use contained herein shall not apply to Confidential
Information which the Licensee can demonstrate; (a) is available to the
public at the time it is disclosed or thereafter becomes available to the
public; or

(b) is known to the Licensee at the time of disclosure; or

ARTICLE 8 - INFRINGEMENT AND INDEMNITY

8.1 The Licensee acknowledges that Licensor owns or controls and has
proprietary interest in the Licensed Technology and other Confidential
Information. The Licensee hereby agrees that, unless otherwise
specifically provided herein or unless Licensor has consented in writing,
it will not use or apply in the People's Republic of China for the
registration of any technology for goods and/or for services similar to
the Licensed Technology and will not do any act or permit the doing of any
act which might prevent, directly or indirectly, the registration in the
People's Republic of China of any patent right with respect to the
Licensed Technology and other Confidential Information.

8.2 Licensor is not aware of any right of a third party which might be
infringed through the exercise of the license granted to the Licensee
hereunder, but Licensor does not warrant nor shall Licensor be liable to
the Licensee on the ground that any such right of a third party in fact
exists.

8.3 In the event that any suit, action or other proceeding involving any claim
of industrial property infringement shall be threatened or instituted
against the Licensee based upon the Licensee's permitted use hereunder of
the Licensed Technology or any other Confidential Information, the
Licensee shall notify Licensor promptly thereof and shall send to Licensor
copies of any such papers which shall have been served in such suit,
action or proceeding. Licensor may, if it so elects, control the defense
of such suit at Licensor's own cost and expense. The Licensee shall have
the right to be represented by advisory counsel of its own selection at
its own expense, and shall cooperate fully in the defense of any such
suit. If Licensor does not elect to control the defense of such suit, the
Licensee shall undertake such control at the Licensee's own cost and
expense and Licensor shall

<PAGE>

have the fight to be represented by advisory counsel of its own selection
and at its own expense. At the request of the Licensee, Licensor shall
assist the Licensee in the defense of such suit at the Licensee's cost and
expense.

8.4 The Licensee shall, upon obtaining knowledge of any infringement or
threatening infringement of Licensor's rights to the Licensed Technology,
Confidential Information or trademarks owned by Licensor, immediately
notify Licensor thereof together with al relevant details. Licensor may,
at its own discretion and cost, prosecute or otherwise stop or prevent
such actual or threatening infringement in the name of both Licensor and
the Licensee or either of them, and in each case the Licensee shall render
all assistance required by Licensor. All amounts received by Licensor in
connection with any action taken against such infringement pursuant to
this Article shall be the property of Licensor, if Licensor prosecutes
such claim, or the property of the party under whose name the prosecution
is made.

8.5 If Licensor decides not to take any action in respect of any infringement
or threatened infringement, it shall notify the Licensee of this decision
within ninety (90) days after receipt of a written notice from the
Licensee pursuant to Article 8.4 hereof. Upon receipt of Licensor's
written notice of its decision not to take any action, the Licensee may,
at its own discretion and cost, prosecute or otherwise stop or prevent
such actual or threatened infringement in the name of both Licensor and
the Licensee or either of them. All amounts received by the Licensee in
connection with any action taken against such infringement pursuant to
this Article shall be the Party's under whose name the prosecution is
made, at the reasonable discretion of Licensor.

8.6 The Licensee shall indemnify and hold harmless Licensor from any liability
for defects in the Products manufactured by or on behalf of the Licensee
if such defects are, caused by the Licensee's action, inaction, conduct or
negligence. Licensor shall notify the Licensee of any such claims by a
third party and the Licensee sqall undertake all responsibilities for such
action.

8.7 The Licensee and Licensor shall render such assistance reasonably required
by the other in defense of the claims specified in this Article 8. The
terms of this Article 8 shall survive the expiration or termination of
this Contract .

<PAGE>

ARTICLE 9 - EFFECTIVENESS AND TERMINATION

9.1 Pursuant to Article 4 of the Regulations of the People's Republic of China
for the Administration of Technology Import Contracts. promulgated on May
24, 1985, the Licensee shall, within thirty (30) days after the execution
of this Contract, submit an application to the Approval Authority for the
examination and approval of this Contract. This Contract is one of the
ancillary contracts to the JV Contract, and as such the Effective Date
shall be the first date upon which both of the Parties to the Joint
Venture have made their capital contributions in full to the Licensee and
have received their Investment Certificates.

9.2 The Contract Term shall be for the same period as the JV-Contract, thirty
eight (38) years commencing on the Effective Date. In the event that one
Party desires to renew this Contract, it shall give written notice of such
intention to the other Party not later than six (6) months prior to the
expiry of this Contract. In such case, the Parties shall discuss the
renewal of this Contract in a constructive manner. Such extension shall be
effective following approval by the Approval Authority.

9.3 Either Party shall have the fight to terminate this Contract under any of
the following circumstances:

(a) if the other Party commits a material breach of this Contract and
such breach is not cured within sixty (60) days after written notice
from the other Party to the Party in breach;

(b) the conditions of force majeure prevail for a period in excess of six
(6) months and the Parties have been unable to find an equitable
solution pursuant to Article 12;

(c) the other Party becomes bankrupt or is the subject of proceedings for
liquidation or dissolution, or ceases to carry on business or becomes
unable to pay its debts as they become due; or

(d) if the JV-Contract has been terminated.

9.4 Licensor shall have the right to terminate this Contract if Licensor's
share in the registered capital of the Licensee shall at any time fall
below eighty percent (80%).

9.5 Termination as set forth above may be effected by the terminating Party
giving the other Party 30 days' prior written notice specifying the reason

<PAGE>

for such termination and shall become effective upon the expiration of
such 30 days period.

9.6 Upon termination of this Contract:

(a) All moneys accrued, due and payable by one Party to the other Party
hereunder shall be fully paid within one (1) month, and all Technical
Documentation shall be returned immediately to Licensor. On no
account shall such moneys or Technical Documentation be withheld on
the ground of a dispute arising out of or in relation to this
Contract or as a set-off against any claim for damages sought to be
put forward by the Party liable to pay or to return the Technical
Documentation.

(b) The Licensee's right to use the Licensed Technology shall immediately
cease and the Licensee shall discontinue all use thereof

The terms of this Article 9.6 shall survive the termination of this
Contract.

9.7 Except in the case of early termination under Article 9.3 and 9.4 above
and except with respect to Technical Information and Technical
Documentation relating to any Improvements made or obtained by the
Licensor that are the subject of a Supplemental Contract, after the
expiration of the W-Contract, the Licensee shall continue to have the
fight to use all Technical Information and Technical Documentation (but
not including any valid patents) within the scope of the transfer as of
the date of expiry and Licensor shall not use any reason to interfere with
this fight. However, the Licensee shall not have the fight to transfer or
sublicense the Licensed Technology to any third party without Licensor's
consent.

ARTICLE 10 - TAXES

10.1 All taxes arising in connection with the performance of this Contract that
are imposed on the Licensee in accordance with the tax laws of the
People's Republic of China shall be borne by the Licensee.

10.2 All taxes imposed on Licensor in accordance with the tax laws of the
People's Republic of China shall be borne by Licensor. In the event that
any tax is imposed by withholding, the Licensee shall provide Licensor
forthwith with the original tax receipt issued by the relevant tax bureau.

<PAGE>

10.3 All taxes imposed outside the People's Republic of China in connection
with payments made to Licensor under this Contract shall be borne by
Licensor.

ARTICLE 11 - DISPUTE SETTLEMENT

11.1 Any disputes arising from the execution of or in connection with this
Contract shall be settled through friendly consultations between the
Parties. In case no settlement can be reached through consultations within
sixty (60) days after a Party has given notice to the other Party of the
matter in dispute, the disputes shall be submitted to the China
International Economic and Trade Arbitration Commission in accordance with
it's existing rules of arbitration. The arbitration award is final and
binding upon both Parties.

11.2 During the arbitration, this Contract shall be performed continually by
the Parties except for matters in dispute, and the arbitration proceedings
shall not prevent any Party from exercising its right of termination under
this Contract.

ARTICLE 12 - FORCE MAJEURE

12.1 Should the performance of this Contract be affected directly or indirectly
or this Contract could not be executed in accordance with the provisions
prescribed herein due to force majeure, such as earthquake, typhoon,
flood, fires, war and other unforeseen events, and their happening and
consequences are unpreventable or unavoidable, the Party which has been
prevented from performing its obligations shall notify the other Party by
facsimile without any delay, and within 15 days thereafter providing
detailed information of the events and a valid document of evidence issued
by the local public notary organisation stating the reasons for failing to
carry out or partly carry out or postponing performance of its obligations
under this Contract.

Thereafter, the Party whose contractual obligations are affected by the
aforesaid event of force majeure shall be suspended for the period of the
force majeure and the period for performing such obligations shall be
extended, without penalty, for a period equal to such suspension.

<PAGE>

12.2 Should such event of force majeure hinder the performance of this Contract
or the operation of the Licensee for a period of more than six (6) months,
the Parties shall decide by mutual agreement whether to terminate this
Contract prematurely.

In case of early termination, neither Party shall be held liable for the
consequences of early termination caused by such event of force majeure.

12.3 Notwithstanding the foregoing, the Parties shall use all reasonable
endeavours to minimise the impact of such event of force majeure and find
an equitable solution for the same, and the Party hindered by such event
of force majeure shall resume performance~ of its obligations under this
Contract as soon as possible after the cessation of the event of force
majeure.

ARTICLE 13 - GOVERNING LAW

13.1 The validity, interpretation and implementation of this Contract shall be
governed by the laws of the Peoples Republic of China.

ARTICLE 14 - MISCELLANEOUS

14.1 Neither Party may assign any of its rights and obligations under this
Contract without the prior written consent of the other Party. except that
Licensor may delegate it's rights to any of its Affiliates, provided that
Licensor shall take full responsibility for any damage to the Licensee
arising out of the mistakes of its delegated party.

14.2 This Contract is severable in that if any provision hereof is determined
to be illegal or unenforceable, the offending provision shall be stricken
without affecting the remaining provisions of this Contract.

14.3 This Contract is executed in English and Chinese. While both are valid
versions of the Contract, in the event of a conflict the English versions
shall prevail.

14.4 This Contract, together with any documents referred to herein, constitutes
the entire agreement between the Parties with respect to the subject
matter hereof, supersedes any prior expression of intent or understanding
relating hereto and may only be modified or amended by a written
instrument signed by the authorised representatives of the Parties. Major
amendments shall enter into effect when approved by the Approval
Authority.

<PAGE>

14.5 Failure or delay on the part of either Party hereto to exercise any right,
power or privilege under this Contract shall not operate as a waiver
thereof; nor shall any single or partial non-exercise of any right, power
or privilege preclude any other future exercise thereof

14.6 Should any notices in connection with any Party's Tights and obligations
be sent by either telegram of telex, then all such notices shall be
followed by written letter. The legal addresses of both Parties to this
Contract shall be the posting addresses.

This Contract is signed by their duly authorised representatives of both
Parties as of the date first above written,

By: By:
---------------------------------- --------------------------------
Name: [ ] Name: Mr. James C. Foster
Title: General Manager Title: President
Zhanjiang A & C Biological Ltd. Charles Rivers Laboratories Inc.

30
<PAGE>

Share Purchase Agreement

This Agreement made and entered into this 28th day of February, 2000 by and
between Charles River Laboratories, Inc. and Charles River Laboratories Holding
S.A.S., its French wholly-owned subsidiary (collectively, "CRL") and Ajinomoto
Co., Inc. ("AJI")

WITNESSETH:

Whereas, both CRL and AJI are 50% shareholders of Charles River Japan,
Inc. ("CRJ"); and

Whereas, CRL desires to purchase and AJI desires to sell a certain number
of CRJ shares currently owned by AJI.

Now, Therefore, in consideration of the premises, mutual covenants and
agreements hereinafter contained, both parties hereby agree as follows:

Article 1. Representations and Warranties of AJI
AJI represents and warrants to CRL as of the date of this Agreement that:
(1) AJI is the registered and beneficial owner of 1,064,000 shares of
common stock with par value of (Y)500 per share, of CRJ which
represents 50% of the aggregate number of outstanding shares of CRJ.
(2) All CRJ shares owned by AJI are duly and validly issued and
fully-paid.
(3) There is no security interest or any other encumbrance subsisting on
any of CRJ shares owned by AJI.
(4) AJI possesses duly and validly issued share certificates of 340,480
CRJ shares (16% of the aggregate number of outstanding shares) owned
thereby.

Article 2. Transfer of Shares
Pursuant to the provisions of Article 5 of a Joint Venture Agreement regarding
CRJ between the parties hereto dated June 24, 1981, as amended on June 15,
1987, January 17, 1994, August 30, 1996 and December 31, 1997, AJI shall sell
to CRL, and CRL shall purchase three hundred and forty thousand and four
hundred and eighty (340,480) CRJ shares (the "Purchased Shares") as of February
28, 2000. The total purchase price ("Purchase Price") shall be one billion and
four hundred million Yen ((Y)1,400,000,000).

Article 3. Payment
CRL shall pay AJI one billion Yen ((Y)1,000,000,000) as a part of Purchase
Price on or before February 28, 2000 (Tokyo Time) ("Date of Sale") by wire
transfer to a bank account designated by AJI in advance. Upon receipt of such
payment, AJI shall submit share certificates representing the Purchased Shares
to CRJ, on behalf of CRL, and cause CRJ to make the registration of transfer of
the Purchased Shares on the shareholders' register of CRJ and to deliver to
AJI, on behalf of CRL, the share certificates in the name

<PAGE>

of CRL which represents the Purchased Shares. CRL shall pay, in a lump sum, on
or before February 28, 2003 (Tokyo Time) four hundred million Yen
((Y)400,000,000), the remainder of Purchase Price, plus the interest accrued
during the period of Date of Sale through February 28, 2003 according to the
long-term prime rate of each year (the long-term prime rate of the first
business day of each year of The Industrial Bank of Japan). On Date of Sale,
CRL shall issue to AJI a note due February 28, 2003 for the four hundred
million Yen plus such interest accrued.

Article 4. Pledge
CRL shall deposit with AJI the share certificate representing the Purchase
Shares delivered according to Article 2 hereof, as the pledge regarding CRL's
obligation to pay four hundred million Yen ((Y)400,000,000) set forth in
Article 3 hereof. AJI shall be entitled to keep all such CRJ pledged shares
until CRL pays up the remainder of Purchase Price. In case that CRL fails to
pay such remainder of Purchase Price and the accrued interest not later than
February 28, 2003, AJI shall be entitled to have all such CRJ shares pledged
appropriated to such payment by sending CRL the written notice thereof.

Article 5. Dividend
Both parties shall separately agree upon the treatment of the dividend for the
period of April 1, 1999 through March 31, 2000 regarding the Purchased Shares.

Article 6. Governing Law
This Agreement shall be governed by and construed in accordance with the laws
of Japan.

Article 7. Effectiveness
This Agreement shall be effective as of the date first above written, subject
to a resolution therefor of the boards of directors of both parties and
consummation of necessary procedure to the Japanese government concerning
inward direct investment for the purchase of CRJ shares by CRL.

In Witness Whereof, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives on the date first above
written.

Charles River Laboratories, Inc.

/s/ James Foster
---------------------------------
By:

Ajinomoto Co., Inc.

/s/ Kunio Egashira
---------------------------------
By: Kunio Egashira
President

-2-
<PAGE>

Amendment Agreement

This Amendment made and entered into this 28th day of February, 2000, by and
between Charles River Laboratories, Inc., a corporation organized and existing
under the laws of Delaware, having its principal place of business as 251
Ballardvale Street, Wilmington, Massachusetts 01887, the United States of
America and Charles River Laboratories Holding S.A.S., its wholly-owned
subsidiary, a corporation organized and existing under the laws of France,
having its principal place of business at Les Oncins, 69210 Saint Germain
L'Arbresle, Cedex, France (collectively, hereinafter referred to as "CRL") and
Ajinomoto Co., Inc., a corporation organized and existing under the laws of
Japan, having its principal place of business at 15-1, Kyobashi Itchome,
Chuo-ku, Tokyo 104-8315, Japan (hereinafter referred to as "AJI").

WITNESSETH:

Whereas, the parties hereto have entered into a Joint Venture Agreement
dated June 24, 1981, as amended, June 15, 1987, January 17, 1994, August 30,
1996 and December 31, 1997 (as so amended, hereinafter referred to as "Original
Agreement") for the business regarding laboratory animals, feed for laboratory
animals, safety testing of medical drug, reagent and other services, and they
have caused Charles River Japan, Inc. (hereinafter referred to as "CRJ") to
engage in such business; and

Whereas, CRL desires to purchase and AJI desires to sell a certain number
of CRJ shares currently owned by AJI.

Now, Therefore, in consideration of the premises, mutual covenants and
agreements hereinafter contained, both parties hereby agrees to the transfer of
the shares and to amendments to Original Agreement in consequence thereof, as
follows:

Section 1. Transfer of Shares
AJI and CRL agree that AJI shall sell to CRL, and that CRL shall purchase from
AJI three hundred and forty thousand and four hundred and eighty (340,480) CRJ
shares of February 28, 2000 according to the conditions provided for in Share
Purchase Agreement dated February 28, 2000 between the parties hereto. After
transfer of the shares referenced above, ownership of the two million one
hundred twenty eight thousand (2,128,000) outstanding shres in CRJ shall be as
follows:
CRJ 1,404,480 shares
AJI: 723,520 shares

<PAGE>

Section 2. Amendments to Original Agreement
2.1 In consequence of the transfer of the shares under the provision of
Section 1 hereof, both parties hereby agree to delete Article 6.2 of
Original Agreement and replace the provisions of Articles 2.1, 2.3, 2.4,
2.5, and 3.1 thereof, in their entirety with the text below.

ARTICLE II
DIRECTORS AND MANAGEMENT
(1) CRJ has a Board of Directors consisting of not more than six (6)
directors. In consideration of the proportion of numbers of CRJ
shares each party owns, the parties hereto agree that the numbers
of directors designated by each party shall be as follows: four
(4) directors shall be designated by CRL and two (2) directors
shall be designated by AJI.
(2) (unchanged)
(3) The parties hereto agree that they will cause their
representatives on the Board of Directors of CRJ to appoint a
President who shall be designated by CRL; provided, however, CRL
shall obtain AJI's acceptance if a director designated by AJI is
designated as President. The President shall be a Registered
Representative Director.
(4) The parties hereto agree that, at the request of AJI, they will
cause their representatives on the Board of Directors of CRJ to
appoint a Senior Managing Director who shall be designated by AJI
and accepted by CRL. In addition to the President, the Senior
Managing Director shall be a Registered Representative Director.
(5) The parties hereto agree that they will vote their shares of CRJ
in such manner that at all times during the effective period of
this Agreement there shall be three corporate auditors (Kansayaku)
of CrJ; two to be persons designated by CRL including one standing
corporate auditor, one to be a person designated by AJI.

ARTICLE III
ACTIONS BY THE BOARD OF DIRECTORS

(1) The Board of Directors of CRJ has responsibility for and control
over the operation of CRJ as well as the establishment of the
general plans in accordance with the Articles of Incorporation
of CRJ. One more than half of the total number of directors with
at least one director designated by AJI shall constitute a
quorum for the transaction of business and the affirmative vote
of one more than half of the total number of directors shall be
the act of the Board of Directors at a meeting at which a quorum
is present."

2.2. Any other provisions of Original Agreement than provisions deleted or
replaced according to Section 2.1 hereof shall remain unchanged.
2.3 The above replacements of Articles 2.1, 2.3, 2.4, 2.5 and 3.1 of
Original Agreement shall become into effect after the necessary
amendment of the provision of Articles of Incorporation of CRJ is
adopted by the resolution of the Shareholders' Meeting of CRJ. The
Shareholders' Meeting therefor shall be held not later than the end of

<PAGE>

June 2000. Until such time- when necessary resolution shall have been
made, present provisions of Original Agreement shall apply.

Section 3. Duration
This Amendment shall be effective as of the date first above written, subject
to a resolution therefore of the boards of directors of both parties and
consummation of necessary procedure to the Japanese government concerning
direct inward investment.

In Witness Whereof, the parties hereto have caused this Amendment to be
executed by their duly authorized representatives on the date first above
written.

<PAGE>

Charles River Laboratories, Inc.

/s/ James Foster
--------------------------------
By:

Ajinomoto Co., Inc.

/s/ Kunio Egashira
--------------------------------
By: Kunio Egashira
President

Charles River Japan, Inc. acknowledges and adheres to this Amendment and agrees
to be bound by the obligations created thereby.

Charles River Japan, Inc.

/s/ Toshihide Kashiwagi
--------------------------------
By: Toshihide Kashiwagi
President

4
<PAGE>

Memorandum

This made and entered into this 28th day of February, 2000 by and between
Charles River Laboratories, Inc. and Charles River Laboratories Holding S.A.S.,
its French wholly-owned subsidiary (collectively, "CRL") and Ajinomoto Co.,
Inc. ("AJI")

WITNESSETH:

Whereas, the parties hereto agreed that CRL would purchase from AJI three
hundred forty thousand four hundred eighty (340,480) shares of Charles River
Japan, Inc. ("CRJ") according to the conditions agreed upon by both parties and
they made an Amendment Agreement dated February 28, 2000 ("Amendment
Agreement") to a Joint Venture Agreement dated June 24, 1981, as amended on
June 15, 1987, January 17, 1994, August 30, 1996 and December 31, 1997 ("JVA").

Now Therefore, in consideration of the premises, mutual covenants and
agreements hereinafter contained, both parties hereby agree, regarding the
constitution of the Board of Directors of CRJ after the abovementioned transfer
of CRJ shares and possible transfer thereof, as follows:

1. The parties hereto agree that CRJ shall secure the employment of CRJ's
current employees who are dispatched by AJI so long as they are employees
of AJI; provided, however, the parties hereto shall discuss this issue in
case AJI assigns all CRJ shares it owns to CRL or a third party. The
parties hereto confirm that Toshihide Kashiwagi shall be appointed one of
four directors of CRJ designated by CRL and the President of CRJ, at CRJ's
earliest Shareholders' Meeting and Meeting of the Board of Directors
thereafter.

2. The dividends ("Dividend") for the period of April 1, 1999 through March
31, 2000 regarding 340,480 CRJ shares which shall be transferred by AJI to
CRL shall be shared between CRL and AJI as follows according to proportion
of the term when each owned or owns such shares.
AJI's amount: Dividend x 11/12 (term: April, 1999 to February, 2000)
CRL's amount: Dividend x 1/12 (term: March, 2000)
Each such amount shall be paid directly to AJI and CRL by CRJ.

3. The parties hereto confirm that the amount of the annual dividend payable
by CRJ to its shareholders for fiscal years of 1999, 2000, 2001 and 2002,
which shall be payable in June, 2000, 2001, 2002 and 2003, shall be less
than CRJ's net income plus depreciation regarding each fiscal year.

4. The parties hereto confirm that the provision of Article 6.1 of JVA
regarding financial responsibility shall apply only to CRJ's borrowings
which AJI shall consider to be necessary for CRJ's laboratory animal
operations and reasonable amount. AJI shall not be required to guarantee
any debt of CRJ except the case set forth above.

<PAGE>

5. The parties hereto shall, in September or October, 2001, discuss and
negotiate in good faith on the purchase, which is expected by March, 2003,
but is not yet a binding commitment of either party, by CRL of all CRJ
shares AJI owns after the abovementioned transfer of CRJ shares.

6. Charles River Laboratories, Inc. ("CRUS") shall obtain AJI's prior written
consent if and when CRUS desires to transfer to another entity, a whole or
part of the shares of Charles River Laboratories Holdings S.A.S. ("CRH"),
except when CRH does not own any shares of CRJ. Such consent shall not be
unreasonably withheld.

7. AJI represents and warrants to CRL that to its knowledge since January 1,
2000 CRJ has not incurred any incremental borrowings, made any commitments
or incurred or assumed any liabilities other than in the ordinary course
of business and consistent with historical practices. AJI further agrees
that from the date hereof until the Date of Sale (as that term is defined
in the Share Purchase Agreement), the business of CRJ will continue to be
operated in the ordinary course and consistent with historical practices,
and no such borrowings, commitments or assumed liabilities will occur
without the prior consent of CRL.

8. This Memorandum shall be governed by and construed in accordance with the
laws of Japan.

9. This Memorandum shall come in effect subject to the consummation of the
abovementioned assignment of 340,480 CRJ shares and the effectuation of
the Amendment Agreement, and shall be legally binding upon the parties.

In Witness Whereof, the parties hereto have caused this Memorandum to be
executed by their duly authorized representatives on the date first above
written.

Charles River Laboratories, Inc. Ajinomoto Co., Inc.

/s/ James Foster /s/ Kunio Egashira
- -------------------------------- --------------------------------
By: By: Kunio Egashira
President

-2-

<PAGE>

Charles River Japan, Inc. acknowledges and adheres to this Memorandum and
agrees to be bound by the obligations created thereby.

Charles River Japan, Inc.

/s/ Toshihide Kashiwagi
--------------------------------
By: Toshihide Kashiwagi
President

EXHIBIT 23.1.1

Once the name of Charles River Laboratories Holdings, Inc. has been changed to
Charles River Laboratories Corp. we will be in a position to render the
following consent.

"CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Registration Statement on Form S-1 of our
reports dated March 29, 2000 relating to the financial statements and financial
statement schedules of Charles River Laboratories Corp., which appear in such
Registration Statement. We also consent to the references to us under the
headings "Experts" in such Registration Statement.

PricewaterhouseCoopers LLP

Boston, Massachusetts
April 20, 2000"

<ARTICLE> 5
<LEGEND>
The schedule contains summary information extracted from the consolidated
statement of earnings for the nine months ended September 30, 1999 and the
consolidated balance sheet at September 30, 1999 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<CIK> 1100682
<NAME> CHARLES RIVER LABORATORIES HOLDINGS, INC.
<MULTIPLIER> 1,000

<FN>
<F1>The Company's equity is not publicly stated.
</FN>

</TABLE>