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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 23, 1995
VWR CORPORATION
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-14139 91-1319190
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(State or other jurisdiction (Commission) (IRS Employer
of incorporation) File Number) Identification No.)
1310 Goshen Parkway, West Chester, PA 19380
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 431-1700
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On February 23, 1995, VWR Corporation (the "Company") amended its Rights
Agreement to (i) reflect that First Interstate Bank of Washington, N.A., as
successor to The First Jersey National Bank, is the current rights agent (the
"Rights Agent"), (ii) amend the definition of "Acquiring Person" under the
Rights Agreement and (iii) provide that the Rights Agreement be governed by
the laws of the Commonwealth of Pennsylvania instead of the laws of the State
of Delaware. The terms of the amendment are set forth in Amendment No. 1 to
Rights Agreement, dated as of May 20, 1988, between the Company and the
Rights Agent, a copy of which is filed as an exhibit to this Report.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(c) Exhibits
4. Amendment No. 1, dated as of February 23, 1995, to
Rights Agreement, dated as of May 20, 988, between VWR Corporation and First
nterstate Bank of Washington, N.A., successor to The First Jersey National
Bank.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
VWR CORPORATION
Date: March 15, 1994 By: (Signature)
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Walter S. Sobon,
Vice President
Finance,
Principal
Financial and
Accounting
Officer
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EXHIBIT INDEX
Exhibit No. Title Seq. Page No.
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4 Amendement No. 1, date 5
as of February 23, 1995,
to Rights Agreement, dated
as of May 20, 1988, between
VWR Corporation and First
Interstate Bank of
Washington, N.A., successor
to The First Jersey
National Bank.
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EXHIBIT 4
AMENDMENT NO. 1 TO RIGHTS AGREEMENT (the "Rights Agreement")
dated
as of May 20, 1988 between VWR Corporation, a Pennsylvania corporation (the
"Company"), and First Interstate Bank of Washington, N.A., successor to The
First Jersey National Bank (the "Rights Agent").
WHEREAS, the Board of Directors of the Company (the "Board")
approved certain amendments to the Rights Agreement at a meeting held on
February 10, 1995; and
WHEREAS, this Amendment is being entered into by the Company and
the Rights Agent in accordance with Section 27 of the Rights Agreement to
evidence those amendments approved by the Board;
NOW, THEREFORE, the parties hereto, intending to be legally bound,
agree as follows:
1. Designation of Rights Agent. The "First Interstate Bank of
Washington, N.A., as successor to The First Jersey National Bank" is hereby
substituted for "The First Jersey National Bank" as the Rights Agent, as
defined in the first paragraph of the Rights Agreement.
2. Definition of Acquiring Person. The definition of "Acquiring
Person" under Section 1(a) of the Rights Agreement is hereby amended and
restated in its entirety as follows:
"(a) "Acquiring Person" shall mean any Person (as such term is hereinafter
defined) who or which, together with all Affiliates and Associates (as such
terms are hereinafter defined) of such Person, shall be the Beneficial Owner
(as such term is hereinafter defined) of 20% or more of the Common Shares then
outstanding, but shall not include the Company, any Subsidiary (as such term
is hereinafter defined) of the Company or any employee benefit plan of the
Company or any Subsidiary of the Company, or any entity holding Common Shares
for or pursuant to the terms of any such plan. Notwithstanding the foregoing,
no Person shall become an "Acquiring Person" as the result of an acquisition
of Common Shares by the Company which, by reducing the number of shares
outstanding, increases the proportionate number of shares beneficially owned
by such Person to 20% or more of the Common Shares of the Company then
outstanding; provided, however, that if a Person becomes the Beneficial Owner
of 20% or more of the Common Shares of the Company then outstanding by reason
of share purchases by the Company and shall, after such share purchases by the
Company, become the Beneficial Owner of any additional Common Shares of the
Company, then such Person shall be deemed to be an "Acquiring Person."
Furthermore, the term "Acquiring Person" shall not include any Person who or
which shall have executed a written agreement with the Company (approved by at
least a majority of the Continuing Directors) on or prior to the date on which
such Person (together with its Affiliates and Associates) became the
Beneficial Owner of 20% or more of the Common Shares then outstanding and
which agreement imposes one or more thresholds on the amount of such Person's
Beneficial Ownership of Common Shares, if and so long as the thresholds
continue to be binding on such Person and such Person is in substantial
compliance (as determined by at least a majority of the Continuing Directors,
in their discretion) with the terms of such written agreement or of any
amendment thereto, which amendment is approved by at least a majority of the
Continuing Directors; provided, however, that no amendment of any such
agreement shall cure any prior breach of such agreement or any amendment
thereto.
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3. Governing Law. Section 32 of the Rights Agreement is hereby
amended and restated in its entirety as follows:
"Section 32. Governing Law. This Agreement and each Right
Certificate issued hereunder shall be deemed to be a contract made
under the laws of the Commonwealth of Pennsylvania and for all
purposes shall be governed by and construed in accordance with the
laws of Pennsylvania applicable to contracts to be made and
performed entirely within Pennsylvania."
4. Other Provisions. Except as otherwise amended herein, all
provisions of the Rights Agreement shall remain in full force and effect and
shall be binding upon the parties hereto.
5. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
6. Delivery of Certificate. The Rights Agent acknowledges that it
has received a certificate executed by an authorized officer of the Company,
in the form attached hereto as Exhibit A, certifying that this Amendment has
been adopted in compliance with the terms of Section 27 of the Rights
Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective officers, each of whom is duly authorized,
all as of this 23rd day of February, 1995.
VWR CORPORATION
By: (Signature)
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Jerrold B. Harris,
President & CEO
FIRST INTERSTATE BANK OF
WASHINGTON, N.A.
By: (Signature)
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Ardis Dee Henderson
Vice President
