<PAGE>1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No ___)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Rule 14a-11(c) or Rule 14a-12
VWR Corporation
---------------
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 13a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
_______________________________________________________________
2) Aggregate number of securities to which transaction applies:
_______________________________________________________________
3) Per unit price of other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:_/
_______________________________________________________________
4) Proposed maximum aggregate value of transaction:
_______________________________________________________________
Set forth the amount on which the filing fee is calculated and
state how it was determined.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
form or Schedule and the date of its filing.
1) Amount Previously Paid:
___________________________
2) Form, Schedule or Registration Statement No.:
___________________________
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___________________________
4) Date Filed:
__________________________
<PAGE>2
VWR CORPORATION
Dear Shareholder:
You are cordially invited to attend the VWR Corporation Annual Meeting
of Shareholders to be held at The Sheraton Great Valley Hotel, 707
Lancaster Pike, Frazer, Pennsylvania, on May 4, 1995, at 11:00 a.m. At
the Meeting, we will report on the operations of the Corporation and
respond to any questions you may have.
Your Board of Directors recommends that you vote to re-elect three
Directors whose terms of office will expire this year and ratify the
selection of Ernst & Young LLP as our independent auditors. These
matters are described more fully in the formal notice of annual meeting
and proxy statement which appear on the following pages.
YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the
Meeting, it is important that your shares be represented. Therefore, I
urge you to sign, date, and promptly return the enclosed proxy in the
enclosed postage paid envelope. If you attend the Meeting, you will, of
course, have the privilege of voting in person.
I look forward to greeting you personally; and on behalf of the Board of
Directors and management of the Corporation, I would like to express our
appreciation for your interest in VWR Corporation.
Sincerely,
(SIGNATURE)
JERROLD B. HARRIS
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
West Chester, Pennsylvania
March 31, 1995
<PAGE>3
VWR CORPORATION
---------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------
TO THE SHAREHOLDERS:
The Annual Meeting of Shareholders of VWR Corporation will be held at
The Sheraton Great Valley Hotel, 707 Lancaster Pike, Frazer,
Pennsylvania, on May 4, 1995, at 11:00 a.m. for the following purposes:
1. To elect three Directors.
2. To ratify the selection of Ernst & Young LLP as independent
auditors for the year ending December 31, 1995.
3. To transact such other business as may properly come before
the Meeting.
Only shareholders of record at the close of business on March 15, 1995,
are entitled to notice of, and to vote at, this meeting.
BY ORDER OF THE BOARD OF DIRECTORS
BY (SIGNATURE)
WALTER S. SOBON
VICE PRESIDENT FINANCE
CORPORATE SECRETARY
West Chester, Pennsylvania
March 31, 1995
Each shareholder is urged to sign and return promptly the accompanying
proxy in the enclosed envelope to which no postage need be affixed if
mailed in the United States.
<PAGE>4
VWR CORPORATION
CORPORATE OFFICES
1310 GOSHEN PARKWAY
WEST CHESTER, PENNSYLVANIA 19380
--------------------------
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 4, 1995
----------------------
This proxy statement and accompanying proxy, which are being mailed to
shareholders on or about March 31, 1995, are furnished in connection
with the solicitation of proxies on behalf of the Board of Directors of
VWR Corporation (the "Corporation," "Company" or "VWR") to be voted at
the Annual Meeting of Shareholders of the Corporation to be held at
11:00 a.m. on May 4, 1995 at The Sheraton Great Valley Hotel, 707
Lancaster Pike, Frazer, Pennsylvania, for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders. Shareholders who
execute proxies retain the right to revoke them at any time before they
are voted. A proxy may be revoked by written notice to the Secretary of
the Corporation at 1310 Goshen Parkway, West Chester, Pennsylvania
19380; by submission of a proxy with a later date; or by a request in
person to return the executed proxy.
The Company has engaged Corporate Investor Communications, Inc. to
assist in the solicitation of proxies for a fee of approximately $5,000.
The cost of solicitation of proxies is to be borne by the Corporation.
Shareholders of record at the close of business on March 15, 1995, will
be entitled to vote at the meeting on the basis of one vote for each
share of Common Stock held. On March 15, 1995, there were 11,065,555
shares of Common Stock outstanding.
In the election of Directors, assuming a quorum is present, the three
nominees receiving the highest number of votes cast at the Meeting will
be elected Directors. Ratification of the selection of Ernst & Young
LLP as independent auditors requires the affirmative vote of a majority
of the votes cast by all shareholders entitled to vote thereon. If a
proxy is marked as "withhold authority" or "abstain" on any matter, or
if specific instructions are given that no vote be cast on any specific
matter (a "specified non-vote"), the shares represented by such proxy
will not be voted on such matter. Accordingly, abstentions and
specified non-votes will have no effect on the vote for election of
Directors or ratification of Ernst & Young LLP as independent auditors.
<PAGE>5
ELECTION OF DIRECTORS
Your Corporation has a classified Board of nine Directors. Directors
are elected for terms of three years in classes of three. This year,
Messrs. Jerrold B. Harris, Donald P. Nielsen, and James H. Wiborg, all
of whom are current Directors, have been nominated to be re-elected for
a term which expires in 1998. The Board of Directors recommends a vote
FOR their re-election, and unless you indicate otherwise, your signed
proxy will be voted for the election of these nominees.
The Board of Directors expects that each of the nominees will be
available for election; but if any of them is not a candidate at the
time the election occurs, it is intended that such proxy will be voted
for the election of another nominee to be designated to fill any such
vacancy by the Nominating Committee of the Board of Directors of the
Corporation.
On February 27, 1995, VWR and EM Industries, Incorporated ("EM") (an
affiliate of E. Merck, Darmstadt, Germany) entered into an agreement
that calls for EM to invest $20 million in the Company for common shares
(calculated at a price per share of $11) and a three-year warrant to
purchase an additional $10 million of common shares at $11 per share,
subject to regulatory approvals and other customary conditions.
Assuming exercise of the warrant, EM would own approximately 20% of the
common stock of the Company. In connection with its investment EM has
also agreed to a four-year Standstill Agreement which, among other
things, provides that VWR, at the time of closing of EM's investment in
VWR, will expand its Board and elect two representatives of EM to serve
as Directors. Closing of EM's investment has not yet occurred and EM
has not yet designated the two persons who will, as of such closing, be
added to VWR's Board.
Nominees for Re-election
------------------------
JERROLD B. HARRIS -- Mr. Harris, 52, was elected President and Chief
Executive Officer of VWR effective March 1, 1990. He was Executive Vice
President and Chief Operating Officer of the Corporation from 1988 to
1990. He is a Director of PrimeSource Corporation ("PrimeSource"), a
distributor of graphic arts equipment and supplies. Mr. Harris has been
a Director of the Corporation since 1988.
DONALD P. NIELSEN -- Mr. Nielsen, 56, retired, was founder, President,
Chief Executive Officer, and Chairman of Hazleton Corporation, a
biological and chemical research and testing company, headquartered in
Herndon, Virginia. Mr. Nielsen is also Chairman of the Board of Bob
Walsh Enterprises, Inc. and DiaCom Technologies, Inc. Mr. Nielsen has
been a Director of the Corporation since 1988.
JAMES H. WIBORG -- Mr. Wiborg, 70, is Chairman of the Board and Chief
Strategist for the Corporation. He served as Vice Chairman of the Board
and Chief Strategist of Momentum Corporation, a distributor of
photograhic and graphic arts equipment and supplies ("Momentum"), from
March 1, 1990 to September 1, 1994 when it merged with PrimeSource.
Since August, 1990, Mr. Wiborg has served as Chairman of Univar
Corporation ("Univar"), a distributor of industrial chemicals. From
1986 to August, 1990, he served Univar as Chairman of the Board and
Chief Strategist. Mr. Wiborg is also a Director of PrimeSource, PACCAR,
Inc., and PENWEST, Ltd. ("PENWEST"), a manufacturer of specialty
carbohydrate chemicals and flavor and food additive products. Mr.
Wiborg is the brother-in-law of N. Stewart Rogers and Robert S. Rogers,
Directors of the Corporation. Mr. Wiborg has been a Director of the
Corporation since 1986.
<PAGE>6
Continuing Directors -- Term Expires in 1996
--------------------------------------------
JAMES W. BERNARD -- Mr. Bernard, 57, has been President and Chief
Executive Officer of Univar since 1986. He was appointed Chairman of
Univar Europe's Supervisory Board on August 23, 1991. Mr. Bernard is a
Director of Univar, U.S. Bancorp, and Van Waters & Rogers, LTD. Mr.
Bernard has been a Director of the Corporation since 1988.
RICHARD E. ENGEBRECHT -- Mr. Engebrecht, 68, is Chairman of the Board of
PrimeSource. He was Chairman of the Board of Momentum from January 1,
1993 until it merged with PrimeSource on September 1, 1994. He was also
President, and Chief Executive Officer of Momentum from March 1, 1990
through December 31, 1992. He was President and Chief Executive
Officer of VWR from 1986 to 1990. He is a Director of PrimeSource,
PENWEST, and Univar. Mr. Engebrecht has been a Director of the
Corporation since 1986.
ROBERT S. ROGERS -- Mr. Rogers, 71, has been President of Lands-West,
Inc., recreational real estate developers, since 1978. Mr. Rogers is
also a Director of Univar. Mr. Rogers is the brother of N. Stewart
Rogers, a Director of the Corporation, and brother-in-law of James H.
Wiborg, a Director, Chairman, and Chief Strategist of the Corporation.
Mr. Rogers has been a Director of the Corporation since 1986.
Continuing Directors -- Term Expires in 1997
--------------------------------------------
CURTIS P. LINDLEY -- Mr. Lindley, 70, retired, was Chairman of the Board
of Directors of PENWEST, from 1987 to 1990. He is Chairman of the Board
of Directors of The Ostrom Company. Mr. Lindley is also a Director of
Univar. Mr. Lindley has been a Director of the Corporation since 1986.
EDWARD A. MCGRATH, JR. -- Mr. McGrath, 64, has been President and Chief
Executive Officer of Graybar Electric Company, Inc. ("Graybar"), an
electrical distributor, since 1989. Mr. McGrath is a Director of
Graybar and The Boatmen's National Bank of St. Louis. Mr. McGrath has
been a Director of the Corporation since 1992.
N. STEWART ROGERS -- Mr. Rogers, 65, has been Chairman of the Board of
Directors of PENWEST since February, 1990. He was Senior Vice President
of Univar from 1971 to 1991. He is a Director of Univar, Fluke
Corporation, and U.S. Bancorp. Mr. Rogers is the brother of Robert S.
Rogers, a Director of the Corporation, and brother-in-law of James H.
Wiborg, a Director, Chairman, and Chief Strategist of the Corporation.
Mr. Rogers has been a Director of the Corporation since 1986.
<PAGE>7
OWNERSHIP OF VWR CORPORATION STOCK
Amount and Nature of Beneficial
Ownership of Common Stock Percent of Class as
Directors as of January 31, 1995 (1) of January 31, 1995
--------- -------------------------------- -------------------
NOMINEES FOR RE-ELECTION
------------------------
Jerrold B. Harris 232,185 (2) 2.06%
Donald P. Nielsen 27,278 0.24%
James H. Wiborg 480,793 (3) 4.26%
CONTINUING DIRECTORS-
TERM EXPIRES IN 1996
---------------------
James W. Bernard 90,718 (4) 0.80%
Richard E. Engebrecht 110,641 0.98%
Robert S. Rogers 158,882 (5) 1.41%
CONTINUING DIRECTORS -
TERMS EXPIRES IN 1997
---------------------
Curtis P. Lindley 221,058 (6) 1.96%
Edward A. McGrath, Jr. 6,078 .05%
N. Stewart Rogers 336,031 (7) 2.98%
Certain
Executive Officers
------------------
Walter S. Sobon 26,654 (8) 0.24%
Richard H. Serafin* 13,363 (9) 0.12%
Joseph A. Panozzo 16,644 (10) 0.15%
Paul J. Nowak 10,200 (11) 0.09%
Certain Beneficial
Owners
------------------
Mitchell Hutchins
Institutional Investors, Inc.
1285 Avenue of the Americas
New York, New York 10019 663,525 (12) 5.89%
-----------------------------------------------------------------------
* Resigned as Corporate Officer in January, 1995.
(1) Except as otherwise indicated, beneficial ownership represents sole
voting and sole investment power with respect to $1.00 par value Common
Stock, the Corporation's only outstanding class of stock.
(2) Includes 51,619 shares which Mr. Harris had the right to acquire
within 60 days of January 31, 1995 through the exercise of options.
Also includes 29,114 shares held under the Company's benefit plans for
which beneficial ownership is based upon sole voting power.
<PAGE>8
(3) Mr. Wiborg disclaims any beneficial interest in 150,000 shares
(included in the amounts shown in the above table) owned by his spouse.
Mr. Wiborg is also a trustee of two trusts owning 69,229 shares
(included in the amounts shown in the above table). Mr. Wiborg
disclaims beneficial interest in the shares owned by these trusts.
(4) Mr. Bernard disclaims any beneficial interest in 40,500 shares
(included in the amounts shown in the above table) owned by his spouse.
(5) Mr. Robert S. Rogers disclaims any beneficial interest in 15,594
shares (included in the amounts shown in the above table) owned by his
spouse.
(6) Mr. Lindley disclaims any beneficial interest in 4,372 shares
(included in the amounts shown in the above table) owned by his spouse.
(7) Mr. N. Stewart Rogers is a trustee of a trust for grandchildren
which holds 4,000 shares (included in the amounts shown in the above
table).
(8) Includes 12,000 shares which Mr. Sobon had the right to acquire
within 60 days of January 31, 1995 through the exercise of options.
Also includes 2,566 shares held under the Company's benefit plans for
which beneficial ownership is based upon sole voting power.
(9) Includes 2,000 shares which Mr. Serafin had the right to acquire
within 60 days of January 31, 1995. Includes 2,606 shares held under
the Company's benefit plans for which beneficial ownership is based upon
sole voting power.
(10) Includes 6,900 shares which Mr. Panozzo had the right to acquire
within 60 days of January 31, 1995 through the exercise of options.
Also includes 1,532 shares held under the Company's benefit plans for
which beneficial ownership is based upon sole voting power.
(11) Includes 6,522 shares which Mr. Nowak had the right to acquire
within 60 days of January 31, 1995 through the exercise of options.
Also includes 3,044 shares held under the Company's benefit plans for
which beneficial ownership is based upon sole voting power.
(12) Ownership of Common Stock as of December 31, 1994, as per Schedule
13G filed by such beneficial owner with the Securities and Exchange
Commission.
As of January 31, 1995, all Directors and executive officers of VWR as a
group (13 persons), beneficially owned shares totaling 1,730,525 or
15.35% of the Common Stock outstanding. Members of the group shared
voting and/or investment power with other persons as to 73,229 of such
shares or .65% of the Common Stock outstanding.
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's Directors, executive officers and holders of more
than 10% of the Company's Common Stock to file with the Commission
initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. The Company
believes that all parties subject to Section 16(a) complied with the
filing requirements during the year ended December 31, 1994 with the
following exceptions: Robert S. Rogers, Director, reported one sale of
stock late on a subsequently filed Form 4; Philip B. Hunsucker, Senior
Vice President, filed Form 3 late
<PAGE>9
FEES TO DIRECTORS AND COMMITTEES OF THE BOARD
Each Non-employee Director receives for services an annual retainer of
$10,000 (payable in shares of restricted stock), fees of $1,000 for
attending Board of Directors meetings ($2,500 if the meeting is held
outside a Director's state of residence), fees of $500 for attending
Board Committee meetings, and, when applicable, reimbursement of travel
expenses in connection with meetings. Each member of the Executive
Committee receives an annual retainer of $2,000 and the Chairman of each
standing Committee of the Board receives an annual retainer of $2,000.
Mr. Wiborg, as Chairman of the Board and Chief Strategist, had a
Consulting Services Agreement which provided for a base retainer of
$30,000 in 1994 (including Directors' annual retainer) and a variable
retainer or bonus determined by the Board of Directors. No variable
retainer or bonus was paid to him in 1994.
The Corporation's Board of Directors has standing Audit/Pension,
Compensation, Executive, and Nominating Committees. The members of each
Committee with responsibility for the year ended December 31, 1994 and
the functions performed thereby are outlined below:
Messrs. Lindley, McGrath, Nielsen, N. S. Rogers, and R. S. Rogers are
members of the AUDIT/PENSION COMMITTEE of which Mr. N. S. Rogers is
Chairman. The Audit/Pension Committee has responsibility for
recommending to the Board of Directors the firm of independent auditors
to be retained by the Corporation; reviewing with the Corporation's
auditors the scope of the audit; reviewing and recommending corporate
accounting policies to the Board of Directors; reviewing reports of
independent auditors as to the adequacy of the Corporation's accounting
system, controls, and other matters; and reviewing areas of possible
conflicts of interest and sensitive payments. The Committee also has
the responsibility of establishing investment policy and selecting the
trustee of the funds of the VWR Corporation Retirement Plan; reviewing
and making recommendations to the Board of Directors with respect to the
performance of any third parties responsible for the administration and
for the investment of funds; reviewing the annual reports for the VWR
Corporation Retirement Plan; and establishing and administering systems
of periodic reporting.
Messrs. Bernard, Engebrecht, McGrath, and Wiborg are members of the
COMPENSATION COMMITTEE of which Mr. Wiborg is Chairman. The
Compensation Committee has the responsibility for recommending
compensation of executive officers; establishing bonus criteria;
reviewing annually the operation of all compensation and benefit
practices and salary administration procedures; consulting with the
Pension Committee regarding the pension cost effects of trends in
compensation; recommending benefit levels in the Corporation's
retirement program; and recommending Directors' fees.
<PAGE>10
Messrs. Engebrecht, Harris, and Wiborg are members of the EXECUTIVE
COMMITTEE of which Mr. Engebrecht is Chairman. The Executive Committee
has the authority to exercise all the power of the Board of Directors
between meetings of the Board of Directors, except to the extent limited
by law and certain other exceptions specified in the enabling
resolution.
Messrs. Bernard, Nielsen, N. S. Rogers, and Harris (Ex-Officio) are
members of the NOMINATING COMMITTEE of which Mr. Bernard is the
Chairman. The Nominating Committee has the responsibility of receiving,
reviewing, and maintaining files of individuals qualified to be
recommended as nominees for election as Directors; reviewing annually
the capability of each incumbent Director to continue to serve as
Director; recommending a list of individuals to the Board of Directors
for nomination for election to the Board of Directors; and recommending
individuals for appointment to existing committees or to new or
replacement committees as required.
Shareholder nominations to the Board of Directors must be made in
accordance with the procedures set forth in the Bylaws of the
Corporation, which require, among other things, that nominations must be
received not less than 120 days prior to the date which corresponds to
the date on which the Corporation mailed its proxy statement for the
previous year's Annual Meeting of Shareholders. If the Corporation were
to have a 40% shareholder (as defined in the Articles of Incorporation),
Article IX of the Articles of Incorporation would allow Disinterested
Directors or persons beneficially owning shares of Voting Stock having a
Market Price of $250,000 or more to nominate one or more candidates for
election as a Director and to have information relating to such nominees
included in the Corporation's proxy statement, and each shareholder of
VWR would have cumulative voting rights in such election.
The Audit/Pension Committee met two times, the Compensation Committee
two times, the Executive Committee one time, and the entire Board of
Directors five times during 1994.
EXECUTIVE COMPENSATION
Report of Compensation Committee
The Corporation's executive compensation program is administered by the
Compensation Committee ("Committee"), which is composed of four
independent, non-employee directors. Following review and approval by
the Committee, all issues pertaining to executive compensation are
submitted to the full Board of Directors for ratification.
Since its spin off from Univar in 1986, the Corporation has maintained
the philosophy that compensation of its executive officers (including
its Chief Executive Officer) and management should be directly and
materially linked to value creation for shareholders. The objective is
to make the annual incentive bonus, which rewards executives for meeting
financial targets based on the relationship of the Corporation's return
on capital to its cost of capital, the largest component of an
executive's compensation.
The Corporation's executive compensation program consists of four
components: base salary, annual incentive bonus, long-term equity based
incentive compensation, and the Corporation's contributions to various
savings and stock ownership programs. The Committee has not yet deemed
<PAGE>11
it necessary to consider its policy with respect to the possible tax
effect on the Corporation, under the federal Revenue Reconciliation Act
of 1993, of annual compensation exceeding $1 million paid to any
individual.
Base Salary
Base salary is designed to be competitive, although generally
conservative as compared to equivalent positions at comparable
companies, such as those that are included in the Wholesale Trade
Distributors Index shown in the Performance Graph on page 14. Since
1986, the Corporation's philosophy is to place a relatively greater
emphasis on the annual incentive components of compensation.
Annual Incentive Compensation Plan
The Corporation's Executive Bonus Plan (the "Bonus Plan") provides
annual cash and incentive stock awards, which are based upon the
relationship of the Corporation's return on "invested capital" to its
"cost of capital" (as both terms are defined in the Bonus Plan). Each
year the Committee approves bonus targets by salary grade. The
Corporation determines an individual's potential bonus award by
multiplying that person's target bonus by a factor which is calculated
using the percentage which the Corporation's return on invested capital
bears to its cost of capital. No bonuses are earned if the
Corporation's return on invested capital is less than 60% of its cost of
capital. The potential awards may then be adjusted (from zero to 1.5
times the potential award) by an assessment of the executive's
performance, which is determined by the Chief Executive Officer based on
subjective factors and is subject to the Committee's approval. The
Committee assesses the Chief Executive Officer's performance.
For 1994, the Corporation's pre-tax cost of capital as calculated in
accordance with the Bonus Plan was 15.9%.
In accordance with the Bonus Plan, bonus awards are paid as follows: an
award of up to 150% of a participant's target bonus is paid in cash; any
portion of the award in excess of 150% but less than 200% of target is
paid in unrestricted stock, and in excess of 200% of target is paid in
restricted stock. The Bonus Plan does not take into consideration an
executive officer's current stock ownership and options. In 1994, no
bonuses were earned because the Corporation's goals were not achieved.
Long-Term Incentive Stock Plan
In addition to the Bonus Plan, executives may be awarded additional
stock incentives (incentive stock options, non-qualified stock options,
and restricted stock awards) under the 1986 Long-Term Incentive Stock
Plan (LTIP) approved by the shareholders. Such stock awards generally
vest over four years and are intended to align an executive's interests
with those of shareholders. Stock options are awarded with an exercise
price equal to the fair market value at the date of grant and have not
been repriced. Options generally vest over a seven year period. The
Corporation will periodically grant additional stock awards to provide
continuing incentives for future performance. Such awards are
recommended by the Chief Executive Officer and are subject to Committee
approval. The size of previous awards and the number of options held
<PAGE>12
are considered by the Committee, but are not determinative.
Other Plans
The Corporation maintains a 401(k) savings plan and an Employee Stock
Ownership Plan (ESOP). Under the 401(k) Plan, the Corporation
contributes, in VWR stock only, up to 50% of the first 3% of each
employee's earnings as a matching contribution, which is invested
entirely in VWR Common Stock. Under the ESOP, the Corporation allocates
VWR Common Stock evenly among all eligible participants, irrespective of
salary or position in the Corporation. The ESOP shares vest equally
over an employment period of five years, at which point the employee is
vested 100% in the plan.
Chief Executive Officer Compensation
The Committee's objective is to correlate Mr. Harris' remuneration with
the performance of the Corporation. The Committee believes Mr. Harris'
base salary is average as compared with the salaries of chief executive
officers of comparable companies such as those included in the Wholesale
Trade Distributors Index referred to above. The Committee did not
increase Mr. Harris' base salary for 1994 from its 1993 level. Mr.
Harris also participates in the same Bonus Plan applicable to the other
named executive officers. Mr. Harris did not receive a bonus in 1994,
as the Corporation's goals were not achieved.
The Compensation Committee
James H. Wiborg, Chairman
James W. Bernard
Richard E. Engebrecht
Edward A. McGrath, Jr.
Compensation Committee Interlocks and Insider Participation
Mr. Harris, President and Chief Executive Officer of the Corporation,
served as a Director of PrimeSource whose Chairman of the Board, Mr.
Engebrecht, served on the Corporation's Compensation Committee for 1994.
<PAGE>13
Summary Compensation Table
The Summary Compensation Table includes individual compensation
information on the Chief Executive Officer and the four other most
highly-paid executive officers, for services rendered in all capacities
for the three fiscal years ended December 31, 1994.
Long Term
Compensation
Annual -----------------
Compensation Restricted All Other
----------------- Stock Stock Compen-
Name and Awards Options sation
Principal Position Year Salary($) Bonus($) ($)(1) (#) ($)(2)
-----------------------------------------------------------------------------
Jerrold B. Harris 1994 $275,004 $19,895
President and Chief 1993 275,004 $138,922 14,771
Executive Officer 1992 287,697 275,886 $279,869 11,191
Walter S. Sobon 1994 150,000 16,240
Vice President 1993 149,170 53,906 13,449
Finance and Chief 1992 146,503 126,607 48,819 13,440
Financial Officer
Richard H. Serafin 1994 135,600 18,413
Vice President 1993 133,320 36,460 16,040
Information Systems 1992 133,811 85,634 18,188 15,791
and Chief Information
Officer
Joseph A. Panozzo 1994 140,040 18,982
Senior Vice 1993 140,040 61,992 13,000 13,558
President 1992 120,670 100,507 9,357 13,786
Paul J. Nowak 1994 115,020 15,898
Senior Vice 1993 115,020 36,460 10,000 13,651
President 1992 103,603 51,865 2,972 12,888
(1) The following named executive officers held restricted stock in the
indicated aggregate amounts and values as of December 31, 1994: Mr.
Harris, 10,350 shares, $87,971 value; Mr. Sobon, 1,741 shares, $14,794
value; Mr. Serafin, 569 shares, $4,832 value; Mr. Panozzo, 293 shares,
$2,486 value; Mr. Nowak, 93 shares, $791 value. Dividends are paid on
restricted stock.
All restricted stock awards granted to the named executives by the
Corporation vest at a rate of 25% per annum from the date of grant. The
following named executive officers were granted restricted stock awards
in the indicated year and amounts: Mr. Harris, 17,492 shares in 1992;
Mr. Sobon, 3,051 shares in 1992; Mr. Serafin, 1,137 shares in 1992; Mr.
Panozzo, 585 shares in 1992; Mr. Nowak, 186 shares in 1992.
(2) Includes Company matching contributions to the Investor Tax Savings
Investment Plan and Company automobile allowance. The following named
executive officers received Company automobile benefits: Mr. Harris,
$13,313 in 1994 and 1993, $9,035 in 1992; Mr. Sobon, $13,313 in 1994,
<PAGE>14
1993 and 1992; Mr. Serafin, $13,313 in 1994, 1993 and 1992; Mr.
Panozzo, $13,313 in 1994, $13,422 in 1993 and $12,658 in 1992; Mr.
Nowak, $13,313 in 1994 and 1993, and $12,853 in 1992.
Aggregated Option Exercises in Last Fiscal Year
and FY-End Option Values
The following summary table details stock option exercises for named
executive officers during 1994, including the aggregate value of gains
on the date of exercise. In addition, this table includes the number of
shares covered by both exercisable and unexercisable stock options as of
December 31, 1994, and the values for "in-the-money" options, which
represent the positive spread between the exercise price of any such
existing stock options and the year-end price of Common Stock.
Value of
Unexercised
In-The-Money
Number of Unexercised Options at
Options at FY-End(#) at FY-End ($)
--------------------- -------------------
Shares Acquired Value Exercis- Unexer- Exer- Unexer-
Name on Exercise(#) Realized($) able cisable cisable cisable
------------------------------------------------------- -----------------
-
Harris ------ ------ 37,620 43,362 $31,718 $32,954
Sobon ------ ------ 8,000 12,000 5,720 8,580
Serafin ------ ------ 2,000 8,000 1,030 4,120
Panozzo ------ ------ 4,900 19,000 2,860 4,290
Nowak ------ ------ 4,522 16,000 2,860 4,290
Performance Graph
Comparison of Five Year Cumulative Total Return among VWR Corporation,
Media General Composite Index and a Wholesale Trade Distributors Index.
Wholesale Trade
Measurement Period Media General Distributors
(Fiscal Year Covered) VWR Corp Composite Index* Index**
--------------------- -------- ---------------- ---------------
Measurement Pt-12/31/89 $100 $100 $100
FYE 12/31/90 126 89 93
FYE 12/31/91 180 128 120
FYE 12/31/92 256 142 125
FYE 12/31/93 237 155 143
FYE 12/31/94 173 146 142
The performance graph reflects the March, 1990 distribution by the
Corporation to its shareholders of all of the Common Stock of Momentum
then owned by the Corporation.
* The Media General Composite Index is a broad market index of 7,000
NASDAQ, NYSE and AMEX issues.
** This index consists of Wholesale Trade Distributors: Durable Goods
(Standard Industry Code 50) and Non-Durable goods (Standard Industry
Code 51), and has been prepared by and is available from Media General,
P.O. Box 85333, Richmond, VA, 23293.
<PAGE>15
Defined Benefit Retirement Plan
The table below shows the estimated annual benefits payable on retire-
ment under the VWR Corporation Retirement Plan ("Plan") to persons in
specified remuneration and years-of-service classifications. The table
applies to benefits payable on or after January 1, 1995. The retirement
benefits shown are based upon retirement at normal retirement age.
Highest Average Annual
Compensation During Any
Consecutive Five Years of Service
Years of Employment 15 20 25 30 35
------------------------------------------------------------------------
$100,000 $ 23,955 $ 31,940 $ 39,925 $ 47,910 $ 52,701
150,000 37,080 49,440 61,800 74,160 81,798
200,000 50,205 66,940 83,675 100,410 110,451
250,000 63,330 84,440 105,550 126,660 139,326
300,000 76,455 101,940 127,425 152,910 168,201
350,000 89,580 119,440 149,300 179,160 197,076
400,000 102,705 136,940 171,175 205,410 225,951
450,000 115,830 154,440 193,050 231,660 254,826
500,000 128,955 171,940 214,925 257,910 283,701
550,000 142,080 189,440 236,800 284,160 312,576
600,000 155,205 206,940 258,675 310,410 341,451
With certain exceptions, Section 415 of the Internal Revenue Code
currently limits pensions which may be paid under plans qualified under
the Internal Revenue Code to an annual benefit of $120,000.
Additionally, Section 401 of the Internal Revenue Code limits
compensation which must be taken into account in providing benefits
under qualified plans to an annual limit of $150,000. The Board of
Directors, upon the recommendation of the Compensation Committee, has
authorized the establishment of supplemental benefits for executive
officers to whom the limit of Section 415 and 401 applies, or will apply
in the future so that these executive officers will obtain retirement
benefits comparable to other retirement plan participants not impacted
by the Section 415 and 401 limits.
Under the terms of the spin-off agreement with PrimeSource, the
Corporation has agreed to pay two-thirds of all amounts payable to
Richard E. Engebrecht under the Supplemental Benefits Plan and
PrimeSource will pay the remaining one-third. The Corporation has
guaranteed payment of the one-third payable by PrimeSource and likewise,
PrimeSource has guaranteed payment of the two-thirds payable by the
Corporation.
Compensation of executive officers covered by the Plan would include
salaries and bonuses as reported in the "Executive Compensation" table.
The following are the approximate years of credited service (rounded to
the nearest year) of the persons named in that table under the Plan: J.
Harris, 31; W. Sobon, 6; R. Serafin, 4; J. Panozzo, 5; P. Nowak, 17.
Compensation of all non-executive officer employees covered by the Plan
would include salaries, commissions, and bonuses. All regular, full-
time employees not members of a collective bargaining unit (except for
bargaining units participating in all Corporation benefits), are
eligible to participate in the Plan.
<PAGE>16
Agreements With Certain Officers
The Board of Directors has approved change of control agreements (the
"Agreements") between the Corporation and each of its current executive
officers, namely J. Harris, W. Sobon, R. Serafin, J. Panozzo, and P.
Nowak (the "Executives"). Each Agreement provides that the Executive
will receive compensation for up to 24 months if his employment is
terminated (voluntarily or involuntarily) for any reason other than
gross misconduct, death, disability, or reaching age 65, provided such
termination occurs within 24 months after certain defined events which
might lead to a change in control of the Corporation. The compensation
will be paid at a rate equal to the Executive's current salary and
target bonus. The compensation is subject to a minimum annual rate of
not less than the Executive's average compensation for the preceding
three calendar years, and is subject to reduction if the aggregate
present value of all payments would exceed three times the Executive's
"annualized includable compensation," as defined in Section 280G of the
Internal Revenue Code, for the Executive's most recent five taxable
years. The Executive will also continue to have "employee" status for
the 24 month period and will be entitled to retain most employee
benefits and rights during this period.
The estimated aggregate amounts presently payable in the event of a
change of control (assuming each Executive receives payments for the
maximum 24 month period) would be: J. Harris $1,251,000, W. Sobon
$537,000, R. Serafin $407,000, J. Panozzo $468,000, and P. Nowak
$333,000. The foregoing does not include the value of any employee
benefits which might be payable to the officer during the 24 month
period.
Although the Corporation believes that the compensation or other
benefits payable or vesting upon the Executive's termination should not
constitute "golden parachute payments" under the Internal Revenue Code,
the Agreements do provide for indemnification against excise taxes
payable by the Executive in the event of such a determination. The
Corporation may cease payments in the event the Executive breaches
certain non-competition or confidentiality covenants. The Corporation
also has the right to terminate the Agreements upon a one-year notice,
except as to rights accruing as a result of an event which has triggered
the change of control provisions of the Agreements. The Board of
Directors believes that the terms and conditions of the Agreements are
in the best interest of the Corporation.
SELECTION OF INDEPENDENT AUDITORS
The Board of Directors will request that the shareholders ratify its
selection of Ernst & Young LLP as independent auditors for the
Corporation for the year ending December 31, 1995. If the shareholders
do not ratify the selection of Ernst & Young LLP, another firm of
independent auditors will be selected as independent auditors by the
Board of Directors. Representatives of Ernst & Young LLP will be
present at the Annual Meeting and will be available to respond to
appropriate questions. They will also have the opportunity to make a
statement if they desire to do so.
The Board of Directors recommends a vote FOR this selection.
<PAGE>17
PROPOSALS OF SECURITY HOLDERS
Under Securities and Exchange Commission rules and the Corporation's
Bylaws, certain shareholder proposals may be included in the
Corporation's proxy statement. Any shareholder desiring to have such a
proposal included in the Corporation's proxy statement for the Annual
Meeting to be held in 1996 must cause a proposal in full compliance with
Rule 14a-8 under the Securities Exchange Act of 1934 to be received by
the Corporation not later than December 2, 1995. The timing and
procedure with respect to the submission by shareholders of nominees for
Directors are discussed in this Proxy Statement under the caption "FEES
TO DIRECTORS AND COMMITTEES OF THE BOARD."
OTHER BUSINESS
The Board of Directors has no knowledge of any other business to be
acted upon at this meeting. However, if any other business is presented
at the meeting, proxies will be voted in accordance with the judgment of
the person or persons voting such proxies.
BY ORDER OF THE BOARD OF DIRECTORS
BY (SIGNATURE)
WALTER S. SOBON
VICE PRESIDENT FINANCE
CORPORATE SECRETARY
<PAGE>18
PROXY
This Proxy is Solicited on Behalf of the Board of Director
The undersigned hereby appoints James H.Wiborg,
Jerrold B. Harris, and Walter S. Sobon, or any
of them, each with full power of substitution
VWR CORPORATION and revocation, as Proxies to vote,as
designated below, all shares of Common Stock of
VWR Corporation which the undersigned would be
1310 GOSHEN PARKWAY entitled to vote if personally present at
WEST CHESTER, PA 19380 the Annual Meeting of the Corporation to be
held at The Sheraton Great Valley Hotel, 707
Lancaster Pike, Frazer, Pennsylvania, on May 4,
1995 and at any adjournment thereof.
1. Election of Directors
FOR all nominees listed______ WITHHOLD_______
below (except as marked AUTHORITY
to the contrary below)* to vote for
all nominees
listed below
Jerrold B. Harris, Donald P. Nielsen, James H. Wiborg
*INSTRUCTIONS: To withhold authority to vote for any individual
nominee, write that nominee's name on the space provided below.
_______________________________________________________________________
2. PROPOSAL: Ratification of the selection of Ernst & Young LLP as
independent auditors for the year ending December 31, 1995.
FOR ____ AGAINST ____ ABSTAIN ____
3. To vote in their discretion upon such other business as may properly
come before the meeting.
<PAGE>19
Please Do Not Fold Please Date and Sign on
Reverse Side
-----------------------------------------------------------------------
This Proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholders. If no direction is made, this
Proxy will be voted FOR the election of the three (3) Directors
nominated by the Board, FOR Proposal 2 and, in the Proxies' discretion,
upon such other business as may properly come before the meeting
(provided, however, that if, prior to the election, any such nominee
shall become unable to serve, the Proxies may vote for such other
persons as may be nominated). The undersigned hereby revokes any proxy
or proxies heretofore given to vote at said Annual Meeting or any
adjournment thereof.
Please sign exactly as name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee, or guardian, please give your full title as
such. If a corporation, please sign in full corporate name by President
or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
DATED ______________________, 1995
___________________________________
Signature
____________________________________
Signature, if held jointly
