VWR SCIENTIFIC PRODUCTS CORP, S-3/A, 1997-11-18

VWR SCIENTIFIC PRODUCTS CORP
S-3/A, 1997-11-18
PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 18, 1997

REGISTRATION NO. 333-38427
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

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AMENDMENT NO. 1

TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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VWR SCIENTIFIC PRODUCTS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

PENNSYLVANIA 91-1319190
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

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

JERROLD B. HARRIS
1310 GOSHEN PARKWAY PRESIDENT AND CEO
WEST CHESTER, PENNSYLVANIA 19380 1310 GOSHEN PARKWAY
(610) 431-1700 WEST CHESTER, PENNSYLVANIA 19380
(ADDRESS, INCLUDING ZIP CODE, AND (610) 431-1700
TELEPHONE NUMBER, (NAME, ADDRESS, INCLUDING ZIP CODE,
INCLUDING AREA CODE, OF REGISTRANT'S AND TELEPHONE
PRINCIPAL EXECUTIVE OFFICES) NUMBER, INCLUDING AREA CODE, OF AGENT
FOR SERVICE)

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COPIES TO:

THOMAS E. WOOD, ESQUIRE DONALD J. MURRAY, ESQUIRE
DRINKER BIDDLE & REATH LLP DEWEY BALLANTINE LLP
SUITE 300, 1000 WESTLAKES DRIVE 1301 AVENUE OF THE AMERICAS
BERWYN, PENNSYLVANIA 19312-2409 NEW YORK, NEW YORK 10019-6092
(610) 993-2200 (212) 259-8000

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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 the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]

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, other than securities offered only in connection with dividend or
interest reinvestment plans, 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, please 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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

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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.

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<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

SUBJECT TO COMPLETION, DATED NOVEMBER 18, 1997

PROSPECTUS

2,750,000 SHARES

[LOGO OF VWR SCIENTIFIC APPEARS HERE]

COMMON SHARES

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All of the Common Shares offered hereby are being sold by VWR Scientific
Products Corporation ("VWR Scientific Products" or the "Company").

The Common Shares of the Company are traded on the Nasdaq National Market
under the symbol "VWRX." On October 17, 1997, the last sale price of the Common
Shares as reported by Nasdaq was $24 3/8 per share.

Concurrently with the closing of this offering, the Company will sell in a
private placement to one or more affiliates of Merck KGaA, Darmstadt, Germany
(together with its affiliates, "Merck KGaA"), pursuant to pre-existing
contractual rights of Merck KGaA, 2,737,926 Common Shares at a price per share
equal to the per share public offering price for the Common Shares in this
offering, for an aggregate purchase price of approximately $66.7 million
(assuming a public offering price of $24.375 per share). If the Underwriters'
over-allotment option is exercised, Merck KGaA will purchase up to 273,793
additional Common Shares on the same terms as described above. See "Concurrent
Merck KGaA Sale" and "Relationship with Merck KGaA."

SEE "RISK FACTORS" BEGINNING ON PAGE 6 OF THIS PROSPECTUS FOR A DISCUSSION OF
CERTAIN RISK FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE
COMMON SHARES OFFERED HEREBY.

--------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

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<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS(1) COMPANY(2)
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<S> <C> <C> <C>
Per Share $ $ $
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Total(3) $ $ $
</TABLE>
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(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(2) Before deducting expenses of the offering estimated at $ , payable by the
Company.
(3) The Company has granted to the Underwriters a 30-day option to purchase up
to 275,000 additional Common Shares on the same terms as set forth above
solely to cover over-allotments, if any. If the Underwriters exercise such
option in full, the total Price to Public, Underwriting Discounts and
Commissions and Proceeds to Company will be $ , $ and $ ,
respectively. See "Underwriting."

--------

The Common Shares are being offered by the several Underwriters named herein,
subject to prior sale, when, as and if accepted by them and subject to certain
conditions. It is expected that certificates for the Common Shares offered
hereby will be available for delivery on or about , 1997 at the offices of
Smith Barney Inc., 333 West 34th Street, New York, New York 10001.

--------

SMITH BARNEY INC.
BT ALEX. BROWN
LEGG MASON WOOD WALKER
Incorporated
LEHMAN BROTHERS

, 1997
<PAGE>

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON SHARES,
INCLUDING BY OVER-ALLOTMENT, ENTERING STABILIZING BIDS, EFFECTING SYNDICATE
COVERING TRANSACTIONS OR IMPOSING PENALTY BIDS. FOR A DESCRIPTION OF THESE
ACTIVITIES, SEE "UNDERWRITING."

IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS AND SELLING GROUP
MEMBERS OR THEIR RESPECTIVE AFFILIATES MAY ENGAGE IN PASSIVE MARKET MAKING
TRANSACTIONS IN THE COMMON SHARES ON THE NASDAQ NATIONAL MARKET IN ACCORDANCE
WITH RULE 103 OF REGULATION M UNDER THE SECURITIES EXCHANGE ACT OF 1934. SEE
"UNDERWRITING."

2
<PAGE>

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and consolidated financial statements, including the notes thereto,
appearing elsewhere or incorporated by reference in this Prospectus.

THE COMPANY

VWR Scientific Products is a leading distributor serving the North American
research and development community. The Company distributes laboratory
supplies, chemicals and equipment to life science, educational and industrial
organizations throughout the United States and Canada. The Company also
distributes critical environment (cleanroom) supplies and apparel to
manufacturers of electronics, medical devices and pharmaceuticals and is the
largest national supplier in this industry. The Company offers a line of more
than 200,000 products from more than 2,000 manufacturers through its network of
five highly-automated regional distribution centers and over 50 smaller service
centers and just-in-time facilities. VWR Scientific Products' history extends
more than 100 years, and in 1986 it became a public company when it was spun
off from Univar Corporation. VWR Scientific Products significantly expanded its
national presence in September 1995 when it acquired the industrial
distribution business ("Baxter Industrial") of Baxter Healthcare Corporation
("Baxter Healthcare") for approximately $432 million, doubling the Company's
revenue base to over $1 billion in 1996.

The Company offers a comprehensive range of high quality, cost-effective
distribution and supply-chain management services, including product
procurement and distribution, just-in-time delivery, inventory management,
electronic purchasing and product tracking. The Company's services assist
customers in managing their supply needs, thereby allowing them to focus on
their core businesses. These services can be tailored to meet the needs of
customers ranging from single-site laboratories to large multinational
corporations and may be provided individually, in any combination, or
comprehensively as the outsourcing of a customer's entire procurement and
replenishment function.

The Company estimates the North American market for laboratory and critical
environment supplies in which it competes exceeded $7 billion in 1996. Although
this market has generally exhibited steady and relatively non-cyclical growth,
certain sectors have grown at rates significantly above that of the market as a
whole. In particular, expenditures by pharmaceutical companies have grown
substantially in recent years and, when combined with research and development
and production spending of the rapidly growing biotechnology and
microelectronics industries, represent significant opportunities for
distributors of products used in this market.

Historically, the laboratory and critical environment supply industries have
been highly fragmented and populated by a large number of small, local and
regional distributors. Recently, however, distribution companies have been
consolidating for a variety of reasons, generally relating to the improved
ability of larger, more sophisticated distributors to identify and respond to
industry trends, including the increasing demand by customers for a single
source of supply, the growing importance to customers of outsourcing supply-
chain management functions and the utilization of information technology to
market more products to a larger customer base. The Company believes that those
distributors which develop the capabilities and strengths to take advantage of
these trends will be positioned to exceed market growth rates in this industry.

The Company's objective is to be the leading distributor of laboratory and
critical environment supplies, chemicals and equipment to the North American
research and production market. The Company's strategy for achieving this
objective is to: (i) continue to focus on its traditional strength of providing
efficient distribution services so as to lower customers' supply costs; (ii)
offer a full range of supply-management services to meet the diverse needs of
the marketplace; (iii) target high growth market segments, including
pharmaceuticals, biotechnology and critical environment; (iv) seek out
"partnership" arrangements with leading companies within its market segments;
(v) offer a comprehensive product line; and (vi) employ its information
technology to assist customers in reducing supply costs.

3
<PAGE>

The Company is 49.89% owned by Merck KGaA, a manufacturer and distributor of
pharmaceuticals, laboratory supplies and products and specialty chemicals.
Merck KGaA is contractually entitled to maintain its percentage equity
ownership in the Company. Merck KGaA has been a supplier of chemicals and other
products to VWR Scientific products for over 15 years and is currently the
Company's second largest supplier of chemicals.

THE OFFERING

<TABLE>
<S> <C>
Common Shares being offered hereby.................. 2,750,000(1)
Common Shares outstanding after the offering........ 27,859,814(2)
Use of proceeds..................................... Repayment of indebtedness
Nasdaq National Market symbol....................... VWRX
</TABLE>
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(1) Does not include up to 275,000 Common Shares that may be sold pursuant to
the Underwriters' over- allotment option. Also excludes 2,737,926 Common
Shares (3,011,719 Common Shares if the Underwriters' over-allotment option
is exercised in full) to be purchased by Merck KGaA in a private placement
concurrently with the closing of this offering. See "Concurrent Merck KGaA
Sale," "Relationship with Merck KGaA" and "Underwriting."

(2) Based on the number of Common Shares outstanding as of September 30, 1997.
Includes 2,737,926 Common Shares to be sold to Merck KGaA in a concurrent
private placement. Does not include: (i) up to 1,417,108 Common Shares
issuable upon the exercise of options outstanding as of September 30, 1997
granted under the Company's employee option plans with a weighted average
exercise price of $12.51 per share; (ii) up to 275,000 Common Shares that
may be sold pursuant to the Underwriters' over-allotment option, and (iii)
up to 273,793 Common Shares that will be sold to Merck KGaA if the
Underwriters over-allotment option is exercised. See "Concurrent Merck KGaA
Sale," "Underwriting" and Note 10 of Notes to Consolidated Financial
Statements.

CONCURRENT MERCK KGAA SALE

Concurrently with the closing of this offering, the Company will sell in a
private placement to Merck KGaA, pursuant to pre-existing contractual rights of
Merck KGaA, 2,737,926 Common Shares, at a price per share equal to the per
share public offering price for the Common Shares in this offering, for an
aggregate purchase price of approximately $66.7 million (assuming a public
offering price of $24.375 per share) (the "Merck KGaA Sale"). This sale is
being made pursuant to the terms of a Standstill Agreement between the Company
and EM Industries, Incorporated ("EMI"), an affiliate of Merck KGaA, under
which Merck KGaA has the right under certain circumstances to purchase from the
Company that number of Common Shares necessary to maintain its ownership
percentage at 49.89%. If the Underwriters' over-allotment option is exercised,
Merck KGaA will purchase from the Company on the same terms as described above
up to an additional 273,793 Common Shares. The Company intends to use the net
proceeds of the Merck KGaA Sale to repay indebtedness. See "Use of Proceeds"
and "Relationship with Merck KGaA."

RISK FACTORS

An investment in the Common Shares offered hereby involves certain risks. See
"Risk Factors."

4
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SUMMARY CONSOLIDATED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEARS ENDED DECEMBER 31, SEPTEMBER 30,
---------------------------- -----------------
1994 1995 1996 1996 1997
-------- -------- ---------- -------- --------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Sales.......................... $535,179 $718,684 $1,117,286 $844,699 $930,418
Cost of sales.................. 421,981 559,565 870,379 655,482 724,385
-------- -------- ---------- -------- --------
Gross margin............... 113,198 159,119 246,907 189,217 206,033
Operating expenses............. 94,333 124,317 172,407 127,578 131,136
Depreciation and amortization.. 9,791 13,212 20,740 15,040 16,386
Acquisition-related expenses... 916 3,761 5,128 4,126 253
-------- -------- ---------- -------- --------
Total operating expenses... 105,040 141,290 198,275 146,744 147,775
Operating income............... 8,158 17,829 48,632 42,473 58,258
Interest expense and other..... 5,137 14,803 36,827 27,234 27,179
-------- -------- ---------- -------- --------
Income before income taxes..... 3,021 3,026 11,805 15,239 31,079
Income taxes................... 968 1,091 4,782 6,096 13,053
-------- -------- ---------- -------- --------
Net income..................... $ 2,053 $ 1,935 $ 7,023 $ 9,143 $ 18,026
======== ======== ========== ======== ========
Earnings per share............. $ 0.18 $ 0.13 $ 0.32 $ 0.41 $ 0.79
======== ======== ========== ======== ========
Weighted average number of
common shares outstanding..... 11,128 14,831 22,209 22,071 22,715
PRO FORMA DATA(1):
Operating income............... $ 48,632 $ 42,473 $ 58,258
Interest expense and other..... 26,632 19,634 19,601
---------- -------- --------
Income before income taxes..... 22,000 22,839 38,657
Income taxes................... 8,911 9,174 16,122
---------- -------- --------
Net income..................... $ 13,089 $ 13,665 $ 22,535
========== ======== ========
Earnings per share............. $ 0.47 $ 0.50 $ 0.80
========== ======== ========
Weighted average number of
common shares outstanding..... 27,697 27,559 28,203
</TABLE>

<TABLE>
<CAPTION>
SEPTEMBER 30, 1997
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ACTUAL AS ADJUSTED(2)
BALANCE SHEET DATA: -------- --------------
<S> <C> <C>
Working capital......................................... $149,107 $179,107
Total assets............................................ 736,114 735,178
Current portion of long-term debt....................... 30,000 --
Long-term debt.......................................... 349,173 249,424
Shareholders' equity.................................... 201,739 330,931
</TABLE>
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(1) Gives pro forma effect to the sale of the Common Shares offered hereby and
pursuant to the Merck KGaA Sale (at an assumed public offering price in
this offering of $24.375 per share) and the application of the estimated
net proceeds therefrom as described in "Use of Proceeds" as if such
transactions had occurred as of the beginning of the period presented. See
"Use of Proceeds" and the Unaudited Pro Forma Financial Statements
including notes thereto, included elsewhere in this Prospectus.
(2) Represents the historical data as of September 30, 1997 as adjusted to give
effect to the sale of the Common Shares offered hereby and pursuant to the
Merck KGaA Sale (at an assumed public offering price in this offering of
$24.375 per share) and the application of the estimated net proceeds
therefrom as described in "Use of Proceeds." See "Use of Proceeds" and the
Unaudited Pro Forma Financial Statements including notes thereto, included
elsewhere in this Prospectus.

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Unless otherwise indicated, information in this Prospectus assumes no
exercise of the Underwriters' option to purchase from the Company up to 275,000
additional Common Shares to cover over-allotments, if any, and no purchase by
Merck KGaA of up to 273,793 additional Common Shares if the Underwriters' over-
allotment option is exercised.

5
<PAGE>

RISK FACTORS

An investment in the Common Shares of the Company, par value $1.00 per share
(the "Common Shares"), offered hereby involves various risks. In addition,
this Prospectus contains and incorporates by reference forward-looking
statements that involve risks and uncertainties. Discussions containing such
forward-looking statements may be found in the material set forth under
"Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of
Financial Condition and Results of Operations," "Business" and elsewhere. The
Company's actual results could differ materially from those anticipated in
these forward-looking statements as a result of many factors, including those
described below and elsewhere in this Prospectus. In addition to general
investment risks and those factors set forth elsewhere in this Prospectus,
prospective investors should consider, among other things, the following
factors:

COMPETITION

The distribution of laboratory supplies, chemicals and equipment is highly
competitive. The Company competes with national and regional distributors,
specialty distributors and manufacturers who sell their products directly to
end users. The Company's largest national competitor is Fisher Scientific
International Inc. Competitive factors include price, service and delivery,
breadth of product line, customer support and the ability to meet the special
requirements of customers. While the Company attempts to differentiate itself
primarily on factors other than price, there can be no assurance that the
Company will not encounter increased price or other competition in the future
that could adversely affect the Company's business. Due to the nature of
profit margins in the distribution business, small changes in pricing can have
a material impact on the Company's profitability. There can be no assurance
that competitive factors in the Company's market will not have a material
adverse effect on the Company. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Business--Competition."

DEPENDENCE ON INFORMATION SYSTEMS; SYSTEMS CONVERSION; YEAR 2000 ISSUE

The efficient operation of the Company's business is dependent in part on
its information systems. These systems play an integral role in: tracking
product offerings (including pricing and availability); processing and
shipping customer orders; warehouse operations; purchasing; inventory
management; financial reporting; and other financial and operational
functions. The Company believes that its reliance on information systems is
likely to increase as the Company strives to achieve greater levels of
automation to reduce operating expenses. Significant disruptions in the
Company's information systems could have a material adverse effect on the
Company.

The Company is currently in the process of implementing a project whereby
many of its present computer systems, including its order entry, purchasing
and financial systems will be replaced. The Company and its Board of Directors
have approved expenditures of $25 - $30 million for this conversion, which is
expected to occur over the next two years. There can be no assurance that the
Company will not experience unanticipated delays, complications and expenses
in implementing, integrating and operating such systems. Failure to
successfully complete the conversion of the Company's current computer system
on a timely basis could result in operational and financial disruptions and
could also lead to cost over-runs. See "Business--Information Systems."

The Company faces "Year 2000" issues. The Year 2000 issue is the result of
computer programs being written using two digits (rather than four) to define
the applicable year, resulting in incorrect calculations for the year 2000 and
beyond. The Company's issues relate not only to its own systems being Year
2000 compliant, but also those systems of its suppliers and customers. The new
computer systems described above will alleviate much of the Company's Year
2000 issue, and the Company is taking steps to correct any problems in its
remaining systems. Failure of the Company, its suppliers or its customers to
address the Year 2000 issue could have a material adverse effect on the
Company.

6
<PAGE>

DEPENDENCE ON TRANSPORTATION AND FREIGHT COMPANIES

The Company relies heavily on third-party transportation and freight
companies to receive supplies and distribute customer orders. Although the
Company did not experience any significant impact from the recent strike by
employees of the United Parcel Service, there can be no assurance that any
disruption of service from a third-party transportation or freight company in
the future would not have a material adverse effect on the Company.

PURCHASE COMMITMENTS

The Company has distribution agreements with three suppliers requiring the
Company to make minimum annual purchases of products for resale. A failure by
the Company to resell the products that it is required to purchase under these
agreements could have a material adverse effect on the Company's financial
condition and results of operations.

In an agreement with Baxter Healthcare and Allegiance Corporation, the
Company is required to meet minimum purchase requirements, or, if such
requirements are not met, to purchase products or pay an amount equal to any
deficiency. For the contract year ended September 30, 1997, the Company
intends to purchase products from Baxter Healthcare and Allegiance Corporation
to satisfy any shortfall relative to the required minimum of $71 million.
These purchases are not expected to have a material effect on the Company's
financial condition or results of operations for 1997. The minimum aggregate
requirements for each of the remaining contract years, which are subject to
annual adjustments, are $82 million, $89 million and $96 million.

The Company has minimum purchase requirements with another supplier whereby
the Company is required to meet minimum annual purchase requirements, or, if
such minimums are not achieved, to purchase products or pay the related
estimated gross margin that would otherwise have been earned by the supplier.
At September 30, 1997, the Company had purchased approximately $15 million of
products from this supplier. The Company intends to satisfy any deficiency for
the calendar year 1997 by purchasing the necessary amount of products. For the
contract year ended December 31, 1997 the required minimum is $22 million.
These purchases are not expected to have a material effect on the Company's
financial condition or results of operations for 1997. The Company's
commitments for each of the three remaining calendar years in the agreement
are $23 million, $24 million and $24 million. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations."

OWNERSHIP BY MERCK KGAA, DARMSTADT, GERMANY; SHARES AVAILABLE FOR FUTURE SALE

Upon completion of this offering, Merck KGaA will continue to own 49.89% of
the outstanding Common Shares and will continue to have representation on the
Company's Board of Directors commensurate with such ownership. Merck KGaA has
not in the past been involved in the day-to-day management of the Company's
business, and the Company does not expect Merck KGaA to become involved in the
foreseeable future, although there can be no assurances to this effect. Merck
KGaA is contractually prohibited from acquiring, prior to April 13, 1999,
additional Common Shares beyond its current percentage ownership, subject to
certain exceptions; and after April 13, 1999 is prohibited from acquiring any
further Common Shares of the Company unless its acquisition is pursuant to a
tender offer for all of the Common Shares made to all other shareholders, the
terms of which are first approved by a majority of the directors of the
Company not affiliated with or designated by Merck KGaA and which is accepted
by holders of at least a majority of the Common Shares not owned by Merck
KGaA. Nonetheless, Merck KGaA's stock ownership and board representation,
combined with other factors such as Merck KGaA's registration rights described
below and ownership of a $135 million principal amount subordinated debenture
(the "Debenture"), create risks in ownership of the Common Shares not
typically found in public companies. These risks include uncertainties as to
whether or how Merck KGaA will exercise its substantial influence (inherent in
its security ownership and contract rights) over the Company's management and
operations and the fact that Merck KGaA's relationship with the Company makes
the Company a less likely takeover target, which reduces the likelihood that
the Common Shares will ever reflect a takeover premium.

Merck KGaA has rights to cause the Company to register under the Securities
Act the public offering of Common Shares owned by Merck KGaA. Also, Merck KGaA
can sell Common Shares in the public market

7
<PAGE>

pursuant to Rule 144 under the Securities Act of 1933, as amended (the
"Securities Act"). If Merck KGaA sells a substantial number of Common Shares
in the public market, such action could depress the market price of the Common
Shares.

Merck KGaA has been a supplier of chemicals and other products to the
Company for over 15 years. The Company approached Merck KGaA to become an
investor in the Company, first in early 1995, and then later in 1995 to help
finance the Baxter Industrial acquisition, and believes its relationship with
Merck KGaA is beneficial to the Company both financially and strategically.
Nonetheless, this relationship entails some risks, which investors should
consider carefully. See "Relationship with Merck KGaA."

LEVERAGE

The Company's indebtedness is significant in relation to its total
capitalization. On a pro forma basis giving effect to the sale of the Common
Shares in this offering and in the Merck KGaA Sale (assuming a public offering
price in this offering of $24.375 per share) and the application of the
estimated net proceeds therefrom, the Company's indebtedness represented
approximately 43% of total capitalization at September 30, 1997. See "Use of
Proceeds" and "Capitalization."

FLUCTUATION IN OPERATING RESULTS

The Company has experienced fluctuations in sales and operating results from
quarter to quarter. Quarterly results are subject to fluctuation due to a
number of factors, including the fact that schools and universities order the
bulk of their supplies over the summer months. In addition, the Company's
quarterly results of operations are influenced by competitive factors,
including pricing, availability and demand for the Company's products;
variations in the level of orders, which can be affected by general economic
conditions and growth rates in the markets served by the Company's customers;
the delivery performance of sole-source vendors; the timing of future product
releases; inadequate response to either changes in technology or customer
preferences; the ability to manage growth; and nonpayment of accounts
receivable. Fluctuations in the Company's quarterly operating results could
result in significant volatility in, and otherwise adversely affect, the
market price for the Common Shares.

RISKS RELATING TO INTANGIBLE ASSETS

Principally as a result of the Baxter Industrial acquisition in September
1995, the Company had recorded as of September 30, 1997 approximately $357.3
million in intangible assets, representing approximately 48.5% of total
assets. These assets are being amortized primarily over 40 years, which
resulted in amortization expense of $7.3 million for the nine months ended
September 30, 1997. Furthermore, any determination that a significant
impairment of the Company's intangible assets has occurred could require the
write-off of the impaired portion of unamortized intangible assets, which
could have a material adverse effect on the Company.

ANTI-TAKEOVER CONSIDERATIONS

Certain provisions of the Company's Articles of Incorporation and Bylaws and
of the Pennsylvania Business Corporation Law may have the effect of making it
more difficult for a third party to acquire, or of discouraging a third party
from attempting to acquire control of the Company. For example the Company's
Articles of Incorporation contain provisions which: (i) classify the Board of
Directors into three classes, with one class being elected each year; (ii)
permit the Board of Directors to issue "blank check" preferred shares without
shareholder approval; and (iii) require super-majority shareholder approvals
for certain transactions specified in the Articles of Incorporation. Under the
Pennsylvania Business Corporation Law, because the Company's Articles of
Incorporation provide for a classified Board of Directors, shareholders may
only remove directors for cause.

The likelihood that any party other than Merck KGaA and its affiliates would
make an offer to acquire all of the Company's outstanding Common Shares is
substantially reduced, because no party could, as a practical matter, acquire
the Company without the approval of Merck KGaA. See "Risk Factors--Ownership
by Merck KGaA, Darmstadt, Germany; Shares Available for Future Sale," and
"Relationship with Merck KGaA."

8
<PAGE>

In May 1988 the Company adopted a Shareholders Rights Agreement (the "Rights
Agreement"). The Rights Agreement, which expires in May 1998, is intended to
encourage potential acquirors to negotiate with the Company's Board of
Directors and to discourage coercive, discriminatory and unfair proposals. The
Rights Agreement has certain anti-takeover effects, including the ability to
cause substantial dilution to a person or group that attempts to acquire the
Company on terms not approved by the Board of Directors of the Company. As a
result, the Rights Agreement could add substantially to the cost of acquiring
the company, and consequently could delay or prevent a change in control of
the Company. These effects could adversely affect the market price for the
Common Shares. See Note 9 of Notes to Consolidated Financial Statements.

In connection with the investments by Merck KGaA in the Company, the Board
of Directors: (i) approved an amendment to the Rights Agreement which has the
effect of excluding the application of the Rights Agreement as to Merck KGaA
and its affiliates (so long as they are not in default under the Standstill
Agreement); and (ii) approved EM Laboratories, Incorporated ("EML") as a "20%
Shareholder" (as that term is defined in the Corporation's Articles of
Incorporation) prior to its becoming such, thereby rendering inapplicable the
super-majority voting provision under Article VIII of the Corporation's
Articles of Incorporation. Absent a similar approval, under Article VIII of
the Corporation's Articles of Incorporation, any merger or sale of assets
between the Corporation and the beneficial owner of 20% or more of the
Corporation's voting securities would require the affirmative vote of (a) the
holders of 80% of the voting securities, including (b) the holders of more
than 50% of the outstanding voting securities not held by the 20% holder;
however, by reason of the prior action of the Board of Directors of the
Corporation, these provisions are no longer applicable to Merck KGaA and its
affiliates.

The considerations discussed above could limit the price that certain
investors might be willing to pay in the future for Common Shares and
otherwise adversely affect the market price of the Common Shares. In addition,
the Company's Credit Facility (see "Use of Proceeds") contains certain
provisions that might hinder acquisition of the Company.

9
<PAGE>

THE COMPANY

The Company's immediate predecessor, VWR Corporation, was incorporated in
Delaware on January 3, 1986, in order to complete the distribution plan of
Univar Corporation. In 1994, the Company changed its state of incorporation to
Pennsylvania and in 1995, the Company changed its name from VWR Corporation to
VWR Scientific Products Corporation. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and "Relationship with Merck
KGaA."

The Company's executive offices are located at 1310 Goshen Parkway, West
Chester, Pennsylvania 19380, and its telephone number at that address is (610)
431-1700. As used in this Prospectus, the terms "VWR Scientific Products" and
the "Company" include VWR Scientific Products Corporation and its
subsidiaries, unless the context otherwise indicates.

CONCURRENT MERCK KGAA SALE

Concurrently with the closing of this offering, the Company will sell in a
private placement to Merck KGaA, pursuant to pre-existing contractual rights
of Merck KGaA, 2,737,926 Common Shares, at a price per share equal to the per
share public offering price for the Common Shares in this offering, for an
aggregate purchase price of approximately $66.7 million (assuming a public
offering price of $24.375 per share). This sale is being made pursuant to the
terms of a Standstill Agreement between the Company and EMI under which Merck
KGaA has the right under certain circumstances to purchase from the Company
that number of Common Shares necessary to maintain its ownership percentage at
49.89%. If the Underwriters' over-allotment option is exercised, Merck KGaA
will purchase from the Company on the same terms as described above additional
Common Shares in an amount equal to approximately 99.56% of the number of
shares purchased pursuant to the exercise of the Underwriters' over-allotment
option (approximately 273,793 Common Shares if the Underwriters' over-
allotment option is exercised in full). The Company intends to use the
proceeds of the Merck KGaA Sale to repay indebtedness. See "Use of Proceeds"
and "Relationship with Merck KGaA."

10
<PAGE>

USE OF PROCEEDS

The net proceeds to the Company from the sale of the Common Shares offered
hereby, after deducting underwriting discounts and commissions and estimated
expenses of the offering, are estimated to be approximately $63.0 million
($69.4 million if the Underwriters' over-allotment option is exercised in
full), assuming a public offering price of $24.375 per share. In addition, the
Company will receive estimated net proceeds of approximately $66.7 million
($73.4 million if the Underwriters' over-allotment option in this offering is
exercised in full) from the Merck KGaA Sale, assuming a public offering price
in this offering of $24.375 per share.

The Company intends to use the net proceeds of this offering and of the
Merck KGaA Sale to repay $129.7 million of outstanding borrowings under the
credit agreement among the Company and several senior bank lenders (the
"Credit Facility"). Pursuant to the Credit Facility, the Banks have extended
the Company a five-year amortizing term loan (the "Term Loan") and a revolving
line of credit (the "Revolver"). At September 30, 1997, borrowings outstanding
under the Term Loan and the Revolver were $88.8 million (including the current
portion of $30.0 million) and $139.3 million, respectively. The Credit
Facility, which terminates in September 2000, provides for interest to be paid
at varying rates, depending on certain financial ratios. At September 30,
1997, interest was accruing under the Term Loan at an annual rate of 6.56% and
under the Revolver at an annual rate of 6.33%. As a result of the repayment of
borrowings under the Term Loan, the Company will record, in the period in
which this offering closes, an extraordinary, non-cash, after-tax charge of
$0.6 million from the write-off of deferred financing fees resulting from the
early extinguishment of debt. See "Concurrent Merck KGaA Sale," Unaudited Pro
Forma Financial Statements, "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and Note 7 of Notes to Consolidated
Financial Statements.

DIVIDEND POLICY

The Company does not anticipate paying any cash dividends in the foreseeable
future and intends to retain all working capital and earnings, if any, for use
in the Company's operations and in the expansion of its business. Any future
determination with respect to the payment of dividends will be at the
discretion of the Board of Directors and will depend upon, among other things,
the Company's results of operations, financial condition and capital
requirements, the terms of any then-existing indebtedness, general business
conditions and such other factors as the Board of Directors deems relevant.
The Company's current credit facility prohibits the payment of cash dividends
without prior bank approval. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Liquidity and Capital
Resources."

11
<PAGE>

PRICE RANGE OF COMMON SHARES

The Common Shares are traded on the Nasdaq National Market under the symbol
"VWRX." The following table sets forth the high and low sale prices for the
Common Shares during the periods indicated below:

<TABLE>
<CAPTION>
HIGH LOW
------ ------
<S> <C> <C>
1995:
First Quarter............................................. $10.25 $ 7.75
Second Quarter............................................ 12.50 9.00
Third Quarter............................................. 15.00 9.25
Fourth Quarter............................................ 15.00 10.50
1996:
First Quarter............................................. $15.75 $11.94
Second Quarter............................................ 17.00 13.25
Third Quarter............................................. 19.50 14.75
Fourth Quarter............................................ 17.75 12.50
1997:
First Quarter............................................. $17.75 $13.00
Second Quarter............................................ 17.38 14.50
Third Quarter............................................. 24.00 15.75
Fourth Quarter (through October 17)....................... 26.00 22.12
</TABLE>

On October 17, 1997, the last sale price of the Common Shares as reported by
Nasdaq was $24 3/8 per share. As of October 17, 1997, there were approximately
1,556 holders of record, and the Company believes that it had approximately
3,700 beneficial owners of the Common Shares.

12
<PAGE>

CAPITALIZATION

The following table sets forth as of September 30, 1997: (i) the unaudited
capitalization of the Company; and (ii) the unaudited capitalization of the
Company as adjusted to give effect to the sale of the Common Shares offered
hereby and pursuant to the Merck KGaA Sale (at an assumed public offering
price in this offering of $24.375 per share) and the application of the
estimated net proceeds therefrom as described in "Use of Proceeds." This table
should be read in conjunction with the audited and unaudited consolidated
financial statements of the Company and related notes thereto, the Unaudited
Pro Forma Financial Statements and related notes thereto, and "Use of
Proceeds" included elsewhere or incorporated by reference in this Prospectus.
See "Concurrent Merck KGaA Sale."

<TABLE>
<CAPTION>
SEPTEMBER 30, 1997
------------------------
ACTUAL AS ADJUSTED(1)
-------- --------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Current portion of long-term debt..................... $ 30,000 $ 0
======== ========
Long-term debt, less current portion:
Revolving credit facilities......................... $139,281 $ 98,332
Term loan........................................... 58,800 --
Subordinated debenture.............................. 151,092 151,092
-------- --------
Total long-term debt.............................. 349,173 249,424
Shareholders' equity:
Preferred shares, $1.00 par value per share;
1,000,000 shares authorized; none issued or out-
standing........................................... -- --
Common shares, $1.00 par value per share;
30,000,000 shares authorized; 22,375,631 shares
issued, actual; and 27,863,557 shares issued, as
adjusted (2)....................................... 22,375 27,863
Additional paid-in capital.......................... 152,333 276,594
Retained earnings................................... 29,494 28,937
Treasury stock at cost, 3,743 shares................ (59) (59)
Other(3)............................................ (2,404) (2,404)
-------- --------
Total shareholders' equity........................ 201,739 330,931
-------- --------
Total capitalization............................ $550,912 $580,355
======== ========
</TABLE>
- --------

(1) Represents historical data as of September 30, 1997 adjusted to reflect
the assumed application of $129.7 million of the net proceeds from the
offering and the Merck KGaA Sale to repay the $88.8 million (including the
current portion of $30.0 million) outstanding amount of the term loan and
repay the revolving credit facility by $40.9 million. Pro forma
adjustments to Common Shares and additional paid-in capital include the
net proceeds from the offering and the Merck KGaA Sale. Pro forma
adjustments to retained earnings include an extraordinary non-cash charge
of $0.6 million, net of $0.4 million tax benefit, from the write-off of
deferred financing fees resulting from the early extinguishment of debt.

(2) Excludes 1,417,108 Common Shares issuable upon exercise of options
outstanding at September 30, 1997 at a weighted average exercise price of
$12.51 per share.
(3) Includes unamortized ESOP contributions and restricted stock awards and
cumulative translation adjustments.

13
<PAGE>

SELECTED CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

The following table presents selected consolidated financial data of the
Company as of the dates and for the periods indicated. The selected financial
data as of and for each of the five years ended December 31, 1996 has been
derived from the Company's audited consolidated financial statements. The
selected financial data as of September 30, 1997 and for the nine months ended
September 30, 1996 and 1997 have been derived from the Company's unaudited
consolidated financial statements, which in the Company's opinion include all
adjustments (consisting only of normal recurring accruals) necessary for a
fair presentation of financial position and results of operations as of the
date and for the periods indicated. The results of operations for the nine
months ended September 30, 1997 are not necessarily indicative of the results
of operations to be achieved for the full year or for any other interim
period. The selected consolidated financial data should be read in conjunction
with "Management's Discussion and Analysis of Financial Condition and Results
of Operations," and the audited and unaudited consolidated financial
statements and notes thereto included elsewhere or incorporated by reference
in this Prospectus.

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEARS ENDED DECEMBER 31, SEPTEMBER 30,
----------------------------------------------- -----------------
1992 1993 1994 1995 1996 1996 1997
-------- -------- -------- -------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Sales................... $490,168 $509,235 $535,179 $718,684 $1,117,286 $844,699 $930,418
Cost of sales........... 375,737 392,961 421,981 559,565 870,379 655,482 724,385
-------- -------- -------- -------- ---------- -------- --------
Gross margin......... 114,431 116,274 113,198 159,119 246,907 189,217 206,033
Operating expenses...... 86,890 92,510 94,333 124,317 172,407 127,578 131,136
Depreciation and
amortization........... 8,432 9,203 9,791 13,212 20,740 15,040 16,386
Acquisition-related
expenses............... -- -- 916 3,761 5,128 4,126 253
Restructuring and other
charges................ -- 3,300 -- -- -- -- --
-------- -------- -------- -------- ---------- -------- --------
Total operating
expenses............ 95,322 105,013 105,040 141,290 198,275 146,744 147,775
Operating income........ 19,109 11,261 8,158 17,829 48,632 42,473 58,258
Interest expense and
other.................. 4,021 4,708 5,137 14,803 36,827 27,234 27,179
-------- -------- -------- -------- ---------- -------- --------
Income before income
taxes and cumulative
effect of accounting
change................. 15,088 6,553 3,021 3,026 11,805 15,239 31,079
Income taxes............ 5,658 2,663 968 1,091 4,782 6,096 13,053
-------- -------- -------- -------- ---------- -------- --------
Income before cumulative
effect of accounting
change................. 9,430 3,890 2,053 1,935 7,023 9,143 18,026
Cumulative effect of
change in accounting
for post-retirement
benefits, net of income
tax benefit of $860.... -- (1,400) -- -- -- -- --
-------- -------- -------- -------- ---------- -------- --------
Net income.............. $ 9,430 $ 2,490 $ 2,053 $ 1,935 $ 7,023 $ 9,143 $ 18,026
======== ======== ======== ======== ========== ======== ========
Earnings (loss) per
share:
Income before
cumulative effect of
accounting change..... $ 0.85 $ 0.35 $ 0.18 $ 0.13 $ 0.32 $ 0.41 $ 0.79
Cumulative effect of
accounting change..... -- (0.13) -- -- -- -- --
-------- -------- -------- -------- ---------- -------- --------
Net income............. $ 0.85 $ 0.22 $ 0.18 $ 0.13 $ 0.32 $ 0.41 $ 0.79
======== ======== ======== ======== ========== ======== ========
Weighted average number
of common shares
outstanding............ 11,128 11,153 11,128 14,831 22,209 22,071 22,715
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------------------
SEPTEMBER 30,
1992 1993 1994 1995 1996 1997
-------- -------- -------- -------- -------- -------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital......... $ 57,881 $ 65,197 $ 75,120 $ 87,940 $143,975 $149,107
Total assets............ 136,093 148,777 173,375 621,472 705,302 736,114
Current portion of long-
term debt.............. 218 150 2,250 20,000 22,500 30,000
Long-term debt.......... 47,553 61,757 79,170 334,327 367,965 349,173
Shareholders' equity.... 42,257 41,057 40,168 160,089 183,437 201,739
</TABLE>
- -------

14
<PAGE>

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

The following discussion should be read in conjunction with the Company's
audited and unaudited consolidated financial statements and notes thereto
included elsewhere and incorporated by reference in this Prospectus.

OVERVIEW

VWR Scientific Products is a leading distributor serving the North American
research and development community. The Company distributes laboratory
supplies, chemicals and equipment to life science, educational and industrial
organizations throughout the United States and Canada. The Company also
distributes critical environment (cleanroom) supplies and apparel to
manufacturers of electronics, medical devices and pharmaceuticals and is the
largest national supplier in this industry. The Company offers a line of more
than 200,000 products from more than 2,000 manufacturers through its network
of five highly-automated regional distribution centers and over 50 smaller
service centers and just-in-time ("JIT") facilities. VWR Scientific Products'
history extends more than 100 years, and in 1986 it became a public company
when it was spun off from Univar Corporation.

VWR Scientific Products significantly expanded its national presence in
September 1995 when it acquired certain assets and assumed certain liabilities
of the Baxter Industrial business for approximately $432 million. During 1996,
the Baxter Industrial business was integrated into VWR Scientific Products'
infrastructure on a regional basis. The integration process was substantially
completed in early 1997. Prior to the integration of each region into VWR
Scientific Products' infrastructure, Baxter Industrial customers were serviced
by Baxter Healthcare under the terms of a Services Agreement to enable the
uninterrupted continuation of the Baxter Industrial business after the closing
of the acquisition described above, as well as an orderly transfer of the
Baxter Industrial business to the Company. In September 1996, Baxter
International spun off a portion of its businesses as Allegiance Corporation
("Allegiance"). Allegiance assumed Baxter Healthcare's responsibilities under
the Services Agreement. Upon the cessation of services by Baxter Healthcare or
Allegiance at a particular facility, the Company was required to purchase from
Baxter Healthcare the inventory of laboratory supplies and equipment held for
sale to customers of the Baxter Industrial business.

The Company is 49.89% owned by affiliates of Merck KGaA. In April 1995,
Merck KGaA purchased from the Company for approximately $20 million, 1,818,181
Common Shares, representing approximately 14.1% of the Common Shares then
outstanding, and a warrant (the "Warrant") to purchase an additional 967,015
shares at an exercise price of $11.00 per share. In September 1995, in order
to finance in part the Baxter Industrial acquisition, the Company sold to
Merck KGaA the $135 million Debenture and 6,832,797 Common Shares at a price
of $12.44 per share and Merck KGaA exercised the Warrant, raising Merck KGaA's
beneficial ownership of the Company to 46%. Under the terms of the Debenture,
interest was payable in Common Shares, at an issue price per share of $12.44,
until Merck KGaA's beneficial ownership reached 49.89%. In connection with the
purchase of these securities, Merck KGaA entered into a Standstill Agreement
with the Company, pursuant to which Merck KGaA agreed that prior to April 1999
it would not, subject to certain specified exceptions, increase its beneficial
ownership of the Common Shares above 49.89% without the prior consent of the
Company. Under the Standstill Agreement, Merck KGaA has the right to maintain
its ownership percentage at 49.89% in the event the Company issues additional
Common Shares. See "Principal Shareholders" and "Relationship with Merck
KGaA."

15
<PAGE>

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, certain items
from the Company's Statements of Operations, expressed as a percentage of
total sales.
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
YEARS ENDED DECEMBER 31, SEPTEMBER 30,
---------------------------- --------------
1994 1995 1996 1996 1997
-------- -------- -------- ------ ------
<S> <C> <C> <C> <C> <C>
Sales.......................... 100.0% 100.0% 100.0% 100.0% 100.0%
Gross margin................... 21.2 22.1 22.1 22.4 22.1
Operating income............... 1.5 2.5 4.4 5.0 6.3
Net income..................... 0.4 0.3 0.6 1.1 1.9
</TABLE>

Comparison of Nine Months Ended September 30, 1997 and 1996

Sales for the nine months ended September 30, 1997 increased $85.7 million,
or 10.1%, to $930.4 million from $844.7 million in the comparable period of
1996. This increase was principally due to increased sales to the Company's
large "partnership" accounts, increased growth in sales to small to medium
size customers, growth in the Company's critical environment business and, to
a lesser extent, increased prices.

Gross margin for the nine months ended September 30, 1997 increased $16.8
million, or 8.9%, to $206.0 million from $189.2 million in the comparable
period of 1996. This increase was principally due to increased sales. As a
percentage of sales, gross margin for the nine months ended September 30, 1997
decreased to 22.1% from 22.4% for the comparable period of 1996. The Company
experienced declining gross margin percentages in the second half of 1996
attributable to operating issues from the integration of the Baxter Industrial
business, resulting in a full year 1996 gross margin percentage of 22.1% as
compared to 22.4% for the first nine months of 1996. The integration was
substantially completed in early 1997. During 1997, gross margin percentages
were 21.8% in the first quarter, 22.1% in the second quarter and 22.5% in the
third quarter. The increase in gross margins is primarily attributable to the
implementation of the several internal programs to improve margins.

Total operating expenses for the nine months ended September 30, 1997
increased $1.0 million, or 0.7%, to $147.8 million from $146.7 million for the
comparable period in 1996. This increase was attributable to growth in the
business. The increase was offset by non-recurring charges related to the
Baxter Industrial acquisition of $4.1 million in the 1996 period compared to
$0.3 million in the 1997 period. These charges consisted primarily of
relocation, severance and integration expenses. Excluding the impact of
acquisition-related expenses, total operating expenses increased $4.9 million,
or 3.4%, to $147.5 million in the 1997 period from $142.6 million in the 1996
period. Depreciation and amortization expense for the nine months ended
September 30, 1997 increased $1.3 million, or 8.9%, to $16.4 million from
$15.0 million for the comparable period in 1996 as a result of 1996
distribution infrastructure investments resulting from the Baxter Industrial
acquisition. As a percentage of sales, total operating expenses for the nine
months ended September 30, 1997 decreased to 15.9% from 17.4% in the 1996
period, principally due to continued synergies realized as a result of the
Baxter Industrial acquisition and, to a lesser extent, to smaller acquisition-
related expenses in the 1997 period as compared to the 1996 period. Excluding
the impact of the acquisition-related expenses, total operating expenses as a
percentage of sales decreased to 15.9% in the 1997 period from 16.9% in the
comparable 1996 period.

Interest expense and other was $27.2 million for both the nine months ended
September 30, 1997 and 1996. The effect of the Company's higher average
borrowings under the Credit Facility was offset by lower interest rates.

The Company's annual estimated effective tax rate for the nine months ended
September 30, 1997 increased to 42% from 40% in the comparable period in 1996
reflecting the relative increase in the income contribution of the Canadian
subsidiary and increases in the effective state tax rates.

16
<PAGE>

Comparison of Years Ended 1996 and 1995

Sales for 1996 increased $398.6 million, or 55.5%, to $1.1 billion from
$718.7 million in 1995, primarily due to the Baxter Industrial acquisition.
VWR Scientific Products also experienced growth in its existing business.

Gross margin for 1996 increased $87.8 million, or 55.2%, to $246.9 million
from $159.1 million in 1995. As a percentage of sales, gross margins remained
constant at 22.1% for both 1996 and 1995, although through the third quarter
of 1996, gross margins had been higher than in the comparable period of 1995.
The Company experienced declining margins in the second half of 1996
attributable to operational issues from the integration of the Baxter
Industrial business resulting in a full-year 1996 margin percentage of 22.1%.
The integration was substantially completed in early 1997.

Total operating expenses for 1996 increased $57.0 million, or 40.3%, to
$198.3 million (including $5.1 million of acquisition-related expenses) from
$141.3 million in 1995 (including $3.8 million of acquisition-related
expenses). Total operating expenses, excluding acquisition-related expenses,
decreased as a percentage of sales to 17.3% from 19.1% in 1995. The Baxter
Industrial acquisition increased the volume of business without a
proportionate increase in operating expenses. Depreciation and amortization
expense for 1996 increased $7.5 million, or 57.0%, to $20.7 million from $13.2
million in 1995, primarily as a result of amortization of the excess of cost
over net assets of businesses acquired and depreciation expense for facilities
expansion, both related to the Baxter Industrial acquisition. Acquisition-
related expenses consist primarily of relocation, integration, severance and
lease termination expenses directly attributable to the Baxter Industrial
acquisition.

Interest expense and other for 1996 increased $22.0 million, or 148.8%, to
$36.8 million from $14.8 million in 1995. Interest expense and other increased
for 1996 due to the full-year effect of the debt incurred to finance the
Baxter Industrial acquisition and working capital requirements for the
integration of the Baxter Industrial business into the VWR Scientific Products
infrastructure. At the time of the Baxter Industrial acquisition, the Company
issued the Debenture and incurred incremental borrowings under the Credit
Facility of approximately $170 million.

In 1996, the effective tax rate increased to 40.5% from 36.1% due to
increases in state taxes and the improved profitability of the Canadian
subsidiary. See Note 8 of Notes to Consolidated Financial Statements for a
description of the differences between the statutory and effective income tax
rates.

Earnings per share in 1996 reflect the full-year effect of the shares issued
to Merck KGaA in 1995, as well as shares issued in 1996 in lieu of interest
payments on the Debenture. Under the terms of the Debenture, additional shares
were issued to Merck KGaA, in lieu of interest payments, until Merck KGaA
obtained a 49.89% ownership in the Company.

Comparison of Years Ended 1995 and 1994

Results for 1995 were impacted by the acquisitions of Baxter Industrial on
September 15, 1995 and Canlab, the Toronto-based distribution division of
Baxter International, on October 31, 1994.

Sales for 1995 increased $183.5 million, or 34.3%, to $718.7 million from
$535.2 million in 1994. The Baxter Industrial acquisition accounted for 74% of
the increase in sales. The full-year effect of the Canlab acquisition
accounted for 19% of the increase. The remainder of the sales growth occurred
in the existing VWR Scientific Products business.

Gross margin for 1995 increased $45.9 million, or 40.6%, to $159.1 million
from $113.2 million in 1994. As a percentage of sales, gross margins for 1995
increased to 22.1% from 21.2% in 1994. The increase was the result of the
implementation of internal programs to improve margins of VWR Scientific
Products' domestic and Canadian businesses.

17
<PAGE>

Total operating expenses for 1995 increased $36.3 million, or 34.5%, to
$141.3 million (including $3.8 million of acquisition-related expenses) from
$105.0 million in 1994 (including $0.9 million of acquisition-related
expenses). Total operating expenses remained relatively constant as a
percentage of sales. Approximately 62% of the increase in expenses was due to
the Baxter Industrial acquisition and 13% was due to the full-year effect of
the Canlab acquisition in the fourth quarter of 1994. Depreciation and
amortization expense increased primarily as a result of amortization of the
Baxter Industrial excess of cost over net assets of business acquired.
Acquisition-related expenses consisted of lease termination, severance,
relocation, training and integration expenses directly attributable to the
acquisitions of Baxter Industrial and Canlab in 1995 and 1994, respectively.

In December 1994, the Company made the decision to consolidate certain sales
offices and functions. As a result, the Company incurred approximately $1.2
million in charges which were primarily for severance and other personnel-
related costs. The costs were recognized prior to the Baxter Industrial
acquisition in September 1995. Due to the effects of the Baxter Industrial
acquisition, the Company was not able to measure the benefits related to these
costs and has classified these costs as operating expenses.

Interest expense and other for 1995 increased $9.7 million, or 188.2%, to
$14.8 million from $5.1 million in 1994. Interest expense and other increased
in 1995 primarily due to the effect of the debt incurred for the Baxter
Industrial acquisition. In order to partially fund the acquisition, the
Company issued a $135 million Debenture and incurred incremental borrowings
under a Credit Facility of approximately $170 million. The interest on the
Debenture and the incremental borrowings on the Credit Facility account for
94% of the increase in interest expense. In addition, average borrowings under
the former credit facility had increased due to the Canlab acquisition in the
fourth quarter of 1994.

In 1995, the effective tax rate increased to 36.1% from 32.0% because in
1994, the Company recognized a tax benefit on prior-year losses from the
Canadian operations. In 1995, due primarily to programs to improve gross
margin and the effect of the Canlab acquisition, the Canadian operations
recognized a profit.

Earnings per share in 1995 reflect the weighted average shares issued to
Merck KGaA.

LIQUIDITY AND CAPITAL RESOURCES

In the first nine months of 1997, operations generated $32.9 million of cash
compared to a $22.4 million use of cash in the comparable period of 1996. For
the full year of 1996, operations used $28.1 million of cash. The improvement
in cash from operations is largely attributable to the completion of the
Baxter Industrial integration. In 1996, the Company was required to purchase
inventory to service the Baxter Industrial business as it was integrated into
VWR Scientific Products facilities on a regional basis. Also in 1996, the
Company increased inventory levels in advance of the regional transitions to
service the business without interruption to the customer.

The Company's current ratio was 1.9 at September 30, 1997 as compared to 2.0
at December 31, 1996 and 1.8 at December 31, 1995. The increase in accounts
receivable during 1996 was due to increases in sales and the integration of
the Baxter Industrial business. During 1997, accounts receivable continued to
increase primarily due to increased sales. In 1996, the Company increased its
inventory in order to service the Baxter Industrial business. The increase in
accounts payable during 1996 was due to increases in inventory partially
offset by a decrease in the amounts payable for goods shipped under the
Services Agreement at December 31, 1995. The increase in receivables in 1997
is largely offset by the increase in accounts payable and other liabilities.
Debt increased in 1996 due to the expansion of distribution facilities and the
need to fund working capital requirements for the Baxter Industrial
acquisition. Equity increases reflect the 1996 issuance of shares to Merck
KGaA as payment for interest on the Debenture as well as net income for each
period.

The Company is party to a Distribution Agreement with Baxter Healthcare and
Allegiance. The Distribution Agreement, which has a term ending on September
30, 2000, provides, among other things, that the Company is obligated during
each year to either purchase a minimum dollar amount of products for sale in
each of the United

18
<PAGE>

States and internationally, or, if such minimum requirements have not been met
during such year, purchase products or pay to Baxter Healthcare and Allegiance
an amount, in each case, equal to any such deficiency. The minimum aggregate
domestic and international requirements, which are subject to annual
adjustment, for each of the remaining three fiscal years of the Distribution
Agreement, are $82 million, $89 million, and $96 million. During the 1996
contract year, the minimum requirement under this agreement of $63 million was
satisfied. For the contract year ended September 30, 1997, the Company intends
to purchase products from Baxter Healthcare and Allegiance Corporation to
satisfy any shortfall relative to the required minimum of $71 million. These
purchases are not expected to have a material effect on the Company's
financial condition or results of operations for 1997. The Company also has a
similar agreement with another manufacturer, under which its minimum annual
purchase obligation for each of the years 1997 through 2000 are $22 million,
$23 million, $24 million and $24 million, respectively.

The Company and certain of its subsidiaries are parties to the Credit
Facility. Borrowings under the Revolver are limited to 85% of eligible
accounts receivable and 50% of eligible inventory (in each case, as defined by
the Credit Facility). In 1996, the Company increased the amount available
under the Revolver to $175 million. At December 31, 1997, the Revolver's limit
will revert to $150 million. The Term Loan and Revolver are secured by liens
in favor of the banks on substantially all of the Company's tangible and
intangible property, excluding real estate. Both the Term Loan and the
Revolver bear interest rates based on the London Interbank Offered Rate
("LIBOR") or the prime rate, plus the applicable margin. Under the Credit
Facility, as amended, the Company is required to pay commitment fees on the
unused portion of the Revolver of between 0.15% and 0.30%. The applicable
margin on interest and the commitment fees vary depending on the relationship
between the Company's earnings before interest, taxes, depreciation and
amortization ("EBITDA") and aggregate borrowings under the Credit Facility. At
September 30, 1997 and 1996, the approximate weighted average interest rates
on borrowings under the outstanding Credit Facility were 6.4% and 7.0%,
respectively.

The Credit Facility includes financial covenants with respect to: minimum
earnings before interest, taxes, depreciation and amortization; maximum senior
leverage ratio; minimum interest coverage; minimum net worth; and minimum
fixed coverage ratio. The Company's financial performance has met or exceeded
these covenants throughout 1996 and 1997. The Credit Facility prohibits the
Company, among other things, from paying dividends and making other
distributions (except for the issuance of shares as required by the Debenture)
and has change-of-control provisions.

The Company incurred indebtedness of $135 million evidenced by the Debenture
to finance in part the Baxter Industrial acquisition. The Debenture matures in
a single installment in September 2005. The Debenture is subordinated to the
Company's obligations to its primary bank lending institutions. The Debenture
bears interest at 13% per annum, payable quarterly. Until such time as Merck
KGaA obtained an ownership of 49.89% of the aggregate number of issued and
outstanding Common Shares, interest was payable solely in Common Shares at a
price of $12.44 per share, and thereafter, until September 14, 1997, interest
on the Debenture was deferred until the Debenture matures. Interest is payable
quarterly in cash after September 14, 1997 through the maturity date.

The Company's use of swaps and collars for interest rate protection
increased interest expense by $0.2 million and $0.5 million for the first nine
months of 1997 and 1996, respectively, and increased interest expense by $0.7
million, $0.3 million, and $1.2 million in 1996, 1995, and 1994, respectively.
Pursuant to the Credit Facility, the Company is obligated to provide interest
rate protection on at least 25% of the Credit Facility.

19
<PAGE>

The Company has been designated by the Environmental Protection Agency as a
potentially responsible party for various sites. Management believes that any
required expenditures would be immaterial to the Company's Consolidated
Financial Statements.

The Company has begun a project to enhance its computer systems to satisfy
its future requirements. This enhancement will result in the replacement of
many of the Company's current systems including order entry, purchasing, and
financial systems. The Company anticipates that the total cost of its new
system will be between $25 million and $30 million and is expected to be
expended over the next two years. A substantial portion of the costs
associated with the replacement of existing systems will be recorded as assets
and amortized.

In addition, the Company has conducted a review to identify the systems that
could be affected by the "Year 2000" issue. The Year 2000 issue is the result
of computer programs being written using two digits (rather than four) to
define the applicable year. Any of the Company's programs that have time-
sensitive software may recognize a date using "00" as the year 1900 rather
than the year 2000, which could cause the Company's computer systems to
perform inaccurate calculations. The Company has developed a timeline for
enhancing its computer systems. The enhancement, together with other planned
system changes, is intended to correct the Year 2000 issue. The Company does
not expect the amounts required to be expensed over the next two years, to
correct the Year 2000 issue, to have a material effect on its financial
condition or results of operations.

The Company believes that net cash provided by operating activities and the
proceeds from this offering and the Merck KGaA Sale, supplemented as necessary
with funds available under the Credit Facility, will provide sufficient
resources to meet its working capital and cash requirements for the
foreseeable future.

RECENTLY ISSUED ACCOUNTING STANDARDS

In February 1997, the Financial Accounting Standards Board ("FASB") issued
Statement No. 128, "Earnings Per Share," which is required to be adopted for
annual and quarterly periods ended after December 15, 1997 and which changes
the method in which earnings per share will be determined. Adoption of SFAS
No. 128 by the Company is not expected to have a material impact on the
Company's earnings per share.

In June 1997, the FASB issued Statement No. 130, "Reporting Comprehensive
Income" and Statement No. 131, "Disclosures about Segments of an Enterprise
and Related Information." Both Statements become effective for fiscal periods
beginning after December 15, 1997, with early adoption permitted. The Company
is evaluating the effects these Statements will have on its financial
reporting and disclosures. The Statements are expected to have no material
effect on the Company's results of operations, financial condition, capital
resources or liquidity.

20
<PAGE>

BUSINESS

GENERAL

VWR Scientific Products is a leading distributor serving the North American
research and development community. The Company distributes laboratory
supplies, chemicals and equipment to life science, educational and industrial
organizations throughout the United States and Canada. The Company also
distributes critical environment (cleanroom) supplies and apparel to
manufacturers of electronics, medical devices and pharmaceuticals and is the
largest national supplier in this industry. The Company offers a line of more
than 200,000 products from more than 2,000 manufacturers through its network of
five highly automated regional distribution centers and over 50 smaller service
centers and JIT facilities. VWR Scientific Products' history extends more than
100 years, and in 1986 it became a public company when it was spun off from
Univar Corporation.

VWR Scientific Products significantly expanded its national presence in
September 1995 when it acquired the Baxter Industrial business of Baxter
Healthcare for approximately $432 million, doubling the Company's revenue base
to over $1 billion in 1996. During 1996, the Baxter Industrial business was
integrated into the Company's infrastructure on a region by region basis. The
integration process was substantially completed in early 1997.

The Company has a strategic relationship with Merck KGaA, a pharmaceutical
and chemical company with revenues of $4.6 billion in 1996. Merck KGaA made a
significant investment in the Company in early 1995, and later in 1995
increased its equity ownership to 49.89% and purchased the Debenture to finance
in part the Baxter Industrial acquisition. The Company intends to leverage the
distribution infrastructure of Merck KGaA to enhance its services to U.S.-based
customers with operations outside of North America. Merck KGaA is currently the
Company's second largest supplier of chemicals.

INDUSTRY OVERVIEW

VWR Scientific Products competes in the North American market for laboratory
consumables, supplies, research chemicals and equipment and critical
environment supplies. The Company participates in four principal sectors of
this market by supplying products for: (i) scientific research and development
activities conducted by pharmaceutical, biotechnology, chemical and other
companies; (ii) research and educational activities conducted by academic
institutions and research institutes; (iii) research and testing conducted by
governmental agencies and environmental organizations; and (iv) production and
related activities of microelectronics, semiconductor, medical device and
pharmaceutical companies. The Company estimates that these four sectors
comprise a market that exceeded $7 billion in 1996.

The market in which the Company competes has generally exhibited steady and
relatively non-cyclical growth. However, certain sectors of the market have
grown at rates significantly above that of the market as a whole. In
particular, research and development expenditures by pharmaceutical companies
have grown substantially in order to meet their objectives of accelerating the
discovery and development of new products. In addition, the biotechnology
industry has grown rapidly over the last ten years, creating a new source of
demand. Also, the dramatic growth in both the microelectronics and
semiconductor industries in recent years resulted in a significant increase in
demand for critical environment supplies used in the construction and operation
of cleanroom facilities. The critical environment market consists of those
areas of production or development, such as semiconductor manufacturing and
sterile-fill pharmaceutical production, that are highly sensitive to particle
or microbial contamination.

Scientific and research-related laboratory products are delivered to end
users either directly by manufacturers or through independent distributors such
as the Company. The Company believes the percentage of products sold through
distributors is increasing primarily as a result of an emerging trend among end
users to consolidate supply sources as a means of streamlining operations and
reducing administrative costs. In addition,

21
<PAGE>

end users are increasingly outsourcing the purchasing, delivery, receiving and
inventory management functions to distributors, thereby allowing end users to
focus on their core businesses.

Advances in information technology are making it possible for distributors
to offer a broader product line and provide methods of economically serving
small or geographically-isolated customers. The investments in information
systems required to develop these capabilities are significant and in many
cases beyond the means of small, regional distributors. National distributors,
like VWR Scientific Products, are making such investments to augment
traditional direct-mail efforts and garner additional market share in this
segment.

Historically, the laboratory and critical environment supply industries have
been highly fragmented and populated by a large number of small, local and
regional distributors. Recently, however, distribution companies have been
consolidating for a variety of reasons, generally relating to the improved
ability of larger, more sophisticated distributors to identify and respond to
the trends described above. The Company believes that those distributors which
develop the capabilities and strengths to take advantage of these trends will
be well-positioned to exceed market growth rates in this industry.
Specifically, large, national distributors, such as VWR Scientific Products,
with significant volumes, sophisticated information systems and relatively low
infrastructure costs can offer more value to customers and thus may garner
higher market share.

BUSINESS STRATEGY

Continue to Focus on Core Business. VWR Scientific Products intends to
remain focused on its traditional strength of distributing laboratory
supplies, chemicals and equipment to the scientific and research communities.
By capitalizing on its core expertise of providing efficient distribution
services, the Company seeks to lower its customers' overall supply costs.

Provide a Comprehensive Package of Supply-Management Services. The Company
offers a full range of supply-management services, including product
procurement and distribution, JIT delivery, inventory management, electronic
purchasing and product tracking. These services assist customers in the
management of their supply needs. The Company's services may be provided
individually, in any combination, or as the outsourcing of the customer's
entire procurement and replenishment function. The Company believes that its
comprehensive package of supply-management services coupled with responsive
customer service foster a high level of client satisfaction and retention.

Target High Growth Market Segments. VWR Scientific Products intends to
employ its core competencies of efficient and cost-effective distribution
systems, a broad product offering and a full range of supply management
services to target high growth market segments. The Company has capitalized on
these core competencies and its market position to take advantage of the
growth in the pharmaceutical and biotechnology market segments. VWR Scientific
Products intends to utilize its national infrastructure to accelerate its
penetration of the critical environment market, which historically has been
served by small regional suppliers.

Further Develop Corporate "Partnership" Relationships. The Company seeks out
partnership arrangements with leading companies within its targeted market
segments. The Company partners with these companies by investing in compatible
systems, establishing and operating on-site or adjacent inventory facilities
and dedicating full-time employees to service these companies. Partnering
arrangements enable the Company's customers to achieve cost efficiencies,
seamless supply operations and quality services tailored to the customers'
needs. In addition, VWR Scientific Products has expanded corporate partnering
on a global basis by leveraging the distribution infrastructure of Merck KGaA
to enhance its services to U.S.-based customers with operations outside of
North America.

22
<PAGE>

Offer a Broad Product Line. The Company believes it offers the most
comprehensive product line in its targeted market segments, with over 200,000
products from over 2,000 manufacturers. The Company can supply the full
breadth of needs of a research or quality control laboratory or critical
environment facility, including glass and plasticware, laboratory chemicals,
furniture, laboratory equipment and apparel. The Company continually evaluates
new suppliers and product line additions to keep its offerings up-to-date and
to incorporate advancements in laboratory science and technology. In addition,
through private label manufacturing arrangements with some of its key
suppliers, VWR Scientific Products provides an extensive line of VWR Brand
products designed as a value offering to its customers.

Provide Opportunities for Customers to Improve Financial Returns. VWR
Scientific Products is committed to reducing the overall cost of the supply-
chain by better understanding customer requirements and then employing its
capabilities in distribution logistics and information technology. The Company
has invested in the development of electronic commerce solutions which
eliminate paper transaction flows and rationalize and streamline procurement
processes. Industry sources estimate that the traditional overhead costs for
an end user to process a single order (purchase order issuance through
receiving, end user delivery and payment) can exceed $125. Through the use of
VWR Scientific Products' suite of electronic commerce solutions and
implementation of outsourcing services, the cost of order processing can be
reduced significantly. The Company believes that these potential savings have
been instrumental in helping the Company win new business.

SERVICES

The Company offers a comprehensive range of distribution and supply-chain
management services. These services can be tailored to meet the diversified
needs of customers ranging from single-site laboratories to large
multinational corporations, and include the following:

Distribution Services. The Company distributes more than 200,000 brand name
and private label products through a network of five highly automated regional
distribution centers and over 50 smaller service centers and JIT facilities.
VWR Scientific Products uses advanced forecasting technology to manage
inventory levels to maintain high service levels to customers of all sizes.
The Company differentiates itself by the overall quality and reliability of
its distribution services as evidenced by the fact that over 95% of orders are
filled and shipped within 24 hours. In addition, the Company employs
sophisticated telephone technology to manage calls from customers. Incoming
calls are automatically routed to the call center and customer service
representative that can most efficiently respond to the customer inquiry or
order. Detailed information about the customer is automatically provided to
the customer service representative taking the call. Call Centers are staffed
from 7:00 a.m. Eastern Standard Time to 6:00 p.m. Pacific Standard Time to
support customers' varying working schedules. Over 90% of incoming calls are
answered within three rings.

VWR Scientific Products customizes the delivery of products to individual
customers to meet the needs of their internal scheduling and receiving
operations. Products are palletized and delivered to specific campus
locations, buildings, individual laboratories or production lines. Specialized
labeling and bar-coding assist customers in streamlining the receiving and
stocking processes.

The Company further differentiates itself by providing superior customer
service. The Company has invested heavily in employee training and in building
the infrastructure and systems which enable customers to obtain information on
products, place orders and track delivery schedules. The Company offers
numerous order entry options, including direct call-in orders, faxed orders,
mail orders or electronic orders, including electronic data interface ("EDI"),
and direct input of orders via the Internet.

Supply-Chain Management Services. The Company offers a full range of supply-
chain management services. These services are designed to assist customers in
the administration of their particular supply requirements, allowing them to
become more efficient, reduce costs and logistical burdens and focus on their
core businesses.

23
<PAGE>

The Company provides customers with one or more of the following products
and services:

. software solutions for all aspects of on-site supply-chain management
including inventory management, demand forecasting, procurement and
replenishment;

. paperless electronic commerce solutions to integrate customer systems
with those of the Company, providing customized reporting and order
tracking (LabLogic(TM));

. hazardous materials tracking systems which automate regulatory paperwork
and data flow (ChemLogic(TM));

. storeroom management operations including deliveries, usage tracking,
order replenishment and billing by utilizing the Company's on-site
personnel and PC-based workroom management system (StockLogic(TM)); and

. third-party purchasing of products not normally supplied by the Company.

Some customers utilize the entire spectrum of the Company's supply-chain
services to procure, manage and supply products at the customer's site. Other
customers require a less-comprehensive array of services, and the Company has
the flexibility to implement only those services needed by the customer. The
Company believes that its customers' needs will continue to evolve, and it
will seek to maintain the capability to provide whatever level of integration
and service its customers may require. The Company either incorporates the
price for these services in its product prices or charges the customer a
separate fee.

The development and delivery of these and other supply-chain and cost-
management services require extensive knowledge of customer requirements in
the areas of laboratory science, the procurement process and information
technology. The Company has trained specialists in the areas of distribution
and inventory logistics, as well as a team of business systems information
technology professionals who work directly with customers and suppliers to
ensure the delivery of value and quality. The Company has capitalized on its
knowledge of customer needs, skilled professional staff and relationships with
manufacturers to establish over 100 large "partnership" accounts.

DISTRIBUTION NETWORK

The VWR Scientific Products distribution network consists of five regional
distribution centers called "Customer Fulfillment Centers" ("CFC's") and over
50 smaller service centers and JIT facilities for customer specific
requirements. CFC's are located in Philadelphia, Chicago, Atlanta, San
Francisco and Toronto. Within these centers are two operational units, the
"Call Center" and the "Distribution Center." The Call Centers have
responsibility for order entry and customer service. The Distribution Centers
order and receive products from suppliers, manage inventory and fill and ship
customer orders.

The Company operates several smaller, more focused facilities ("Service
Centers") adjacent to selected customer locations. Service Centers are
designed to supply a limited number of products to those customers that
require higher-than-standard service levels. Most of the Service Centers
support the large critical environment customers, and several also house
cleanroom laundry and garment re-processing lines, operated by G&K
Technologies, an alliance partner of VWR Scientific Products. The Company also
operates JIT facilities at or near customer sites to meet customer needs
promptly.

The Company's domestic CFC operations are coordinated through a paperless
warehouse management system known as its Quality Service System ("QSS"). This
system provides the Company with speed, accuracy and flexibility in shipping
orders while allowing the Company to operate the centers efficiently and
economically. The QSS system uses radio-frequency hand-held computers and bar-
coded labels that identify location, routing and inventory picking and
replacement, allowing the Company to monitor inventory and track individual
customer orders throughout its distribution system.

24
<PAGE>

SALES AND MARKETING

VWR Scientific Products' principal marketing arm is its field sales
organization, consisting of approximately 600 employee sales professionals.
The field sales organization is divided into three groups, the first focused
on servicing the large "partnership" accounts, the second dedicated to
critical environment customers and the third responsible for general sales.
Augmenting the field sales organization is an in-house direct telemarketing
group, VWR Direct, which calls primarily on customers in areas not covered by
a field sales representative. Supporting the sales organization are three
specialist groups, for laboratory furniture, electronic commerce and
logistics.

There are over 500 customer service representatives in the Call Centers.
These customer service representatives, most of whom have a science
background, provide technical support and are responsible for assisting
customers in purchasing decisions. They utilize on-line computer terminals to
enter customer orders and to access information about products, product
availability, pricing, promotions and customer buying history. Customer
service representatives also market complementary and promotional products.

The Company also markets its products through the VWR Scientific Products
Catalog, a 2,400 page biannual publication covering over 55,000 products. The
Catalog is supplemented by several specialty catalogs for safety products,
critical environment applications and other, more specific laboratory focus
areas, as well as by a CD-ROM catalog of all its products. The Company
recently invested in a new catalog publishing system to improve its catalogs
and supplements.

The Company's Internet site (www.vwrsp.com) features a fully-indexed and
searchable catalog covering the Company's entire product line of over 200,000
products. This electronic catalog includes product descriptions, technical
specifications and cross-referenced data. The website allows customers to
enter orders directly and the Company to communicate new product releases,
promotions and other Company news.

INFORMATION SYSTEMS

The Company's management information systems support centralized management
of key functions, including inventory, accounts receivable, purchasing, sales
and distribution. The systems allow managers throughout the Company to share
information and monitor daily progress relating to sales activity, gross
profit, credits and returns, inventory levels, order fulfillment and other
operational statistics.

The Company is in the process of converting its order processing, purchasing
and financial information systems from mainframe-based systems to a scaleable
architecture based on client-server technology. The conversion to client-
server technology is expected to be completed over the next two years and
involve a capital investment of $25 - $30 million. This system conversion is
designed to improve the efficiency of each Distribution Center and Call Center
and to enhance the Company's capacity to service larger volumes of business.
The client-server technology will have several applications, including
purchasing, order processing, customer management, accounts receivable,
accounts payable and financial management.

CUSTOMERS

VWR Scientific Products' customers include many of the nation's leading
companies in important research-driven industries, such as pharmaceuticals,
biotechnology, petrochemical, consumer products and microelectronics. VWR
Scientific Products has over 125,000 active customers, whose individual annual
purchases of the Company's products range in size from less than $1,000 to
over $35 million. The 100 largest customers represent approximately one third
of the Company's revenues, but no single customer accounts for more than 3% of
total revenues.

SUPPLIER RELATIONSHIPS

The Company distributes products from more than 2,000 manufacturers,
representing substantially all of the major manufacturers in the laboratory
chemical, glass and plasticware and equipment markets. The Company

25
<PAGE>

continually evaluates new suppliers and product additions to keep its product
lines up-to-date and to reflect advancements in laboratory technology. The
Company expects to expand its supplier base as a result of the shift by
manufacturers from direct selling to utilizing distributors. In many cases,
the Company has established exclusive supply and distribution arrangements
with major manufacturers. For example, VWR Scientific Products has an
exclusive agreement with Allegiance Corporation for the sale and distribution
of its products to the critical environment market. The Company believes that
its volume of purchases, national presence and ability to provide
manufacturers with access to multiple markets enable it to obtain attractive
terms from manufacturers, including volume discounts. VWR Scientific Products
is leading initiatives with manufacturers to reduce supply-chain costs and
develop more effective joint-marketing programs. In addition, the Company
applies its knowledge of customer needs and purchasing patterns to assist
manufacturers in rationalizing and enhancing their product lines, product
packaging and design.

COMPETITION

The Company operates in a highly competitive environment. VWR Scientific
Products competes primarily with one other large national distributor and with
many smaller regional, local and specialty distributors. The Company also
competes with manufacturers that sell directly to end users. Competitive
factors include price, service and delivery, breadth of product line, customer
support and the ability to meet the special requirements of customers.

The Company believes that most of its customers place a high value on
services such as regional and local inventory centers and a single-source of
supply. In addition, the Company believes its value-added services, such as
on-site storeroom management and customized delivery programs, as well as
increased connectivity between VWR Scientific Products' and the customers'
information systems, will become more important competitive factors. The
Company believes that it can compete effectively due to its complete package
of products and services promoted by its professional sales organization.

PROPERTIES

The Company owns and leases office and warehouse space throughout the United
States and Canada. The following table sets forth certain information with
respect to its significant warehouse and office facilities:

<TABLE>
<CAPTION>
LOCATION OWNED/LEASED SIZE
-------- ------------ ----
<S> <C> <C>
Chicago, Illinois............................... Owned 280,000 sq. ft.
Bridgeport, New Jersey.......................... Owned 275,000 sq. ft.
San Francisco, California....................... Leased 248,000 sq. ft.
Suwanee, Georgia................................ Leased 169,000 sq. ft.
Mississauga, Ontario, Canada.................... Leased 110,000 sq. ft.
Marietta, Georgia............................... Leased 66,500 sq. ft.
Bridgeport, New Jersey.......................... Leased 65,200 sq. ft.
Houston, Texas.................................. Leased 62,300 sq. ft.
Tualatin, Oregon................................ Leased 56,400 sq. ft.
San Dimas, California........................... Leased 52,800 sq. ft.
</TABLE>

The Company also leases 24 smaller facilities (typically ranging in size
from 5,000 square feet to 35,000 square feet) throughout the United States and
two smaller facilities in Canada which support the sales and warehouse
functions. The Company leases office space in West Chester, Pennsylvania, for
executive, financial, information systems, marketing and other administrative
activities.

EMPLOYEES

The Company had 2,184 employees at September 30, 1997. Approximately 12% of
the Company's employees are represented by unions. The Company believes its
relations with its employees are good.

26
<PAGE>

GOVERNMENT REGULATION

The Company is subject to various U.S. federal and state laws, regulations,
agency actions and court decisions as well as international laws and
regulations relating to the storage, handling, disposal and transportation of
toxic or other hazardous substances. Failure to comply with these laws and
regulations or to correct any problems or violations to the satisfaction of
government authorities could lead to fines or other liabilities. The Company
believes that it is in compliance in all material respects with all government
regulations.

LEGAL PROCEEDINGS

The Company is not currently a party to any material litigation. In the
ordinary course of its business, the Company is from time to time involved in
various environmental, contractual, warranty, product liability and other
cases and claims. None of the cases or claims currently pending are expected,
individually or in the aggregate, to have a material adverse effect on the
Company.

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<PAGE>

MANAGEMENT

The following table sets forth certain information with respect to the
Company's executive officers and directors.

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Edward A. McGrath, Jr... 66 Chairman of the Board
Jerrold B. Harris....... 55 President, Chief Executive Officer and Director
David M. Bronson........ 44 Senior Vice President--Finance, Chief Financial Officer
and Corporate Secretary
Paul J. Nowak........... 43 Senior Vice President--Eastern Sales
Hal G. Nichter.......... 51 Senior Vice President--Customer Fulfillment
David S. Barth.......... 45 Senior Vice President--Western Sales
Robert Rosenfeld........ 46 Senior Vice President--Marketing
John G. Griffith........ 54 Senior Vice President--International
Richard E. Engebrecht... 70 Director
N. Stewart Rogers....... 67 Director
James W. Bernard........ 60 Director
Wolfgang Honn........... 60 Director
Donald P. Nielsen....... 59 Director
Dr. Harald J. Schroder.. 59 Director
Dieter Janssen.......... 55 Director
Walter W. Zywottek...... 50 Director
Stephen J. Kunst, Esq... 48 Director
</TABLE>

Edward A. McGrath, Jr. has been Chairman of the Board of the Company since
November 1996. He was President, Chief Executive Officer and Chairman of
Graybar Electric Company, Inc., an electrical distributor, from 1989 to July
1995. Mr. McGrath has been a Director of the Company since 1992.

Jerrold B. Harris has been employed by the Company for 34 years and was
elected President and Chief Executive Officer of VWR Scientific Products
effective March 1, 1990. Mr. Harris has been a Director of the Company since
1988. He is a Director of the Provident Institutional Funds, Institutional
Money Market Fund.

David M. Bronson has been employed by the Company and Baxter Healthcare,
from which the Company acquired Baxter Industrial in 1995, for 22 years. From
1988 to May 1992, Mr. Bronson served as Controller for the Baxter Dade
Division of Baxter Healthcare. From May 1992 to November 1995, Mr. Bronson was
the Vice President of Finance and Business Development of the Scientific
Products Division of Baxter Healthcare. In November 1995, Mr. Bronson became
the Chief Financial Officer of the Company.

Paul J. Nowak has been employed by the Company for 20 years. From 1989 until
1994, Mr. Nowak served as Vice President and General Manager of the Sargent
Welch Division of the Company and the Company's Canadian division. In 1994,
Mr. Nowak was promoted to Senior Vice President of the Company.

Hal G. Nichter has been employed by the Company for five years. From 1991
until October 1992, Mr. Nichter was employed by the Henry Troemner Corporation
as Vice President and General Manager. In October 1992, Mr. Nichter joined the
Company as Vice President of Marketing. In October 1995, Mr Nichter was
promoted to Senior Vice President of Customer Fulfillment.

David S. Barth has been employed by the Company and Baxter Healthcare, from
which the Company acquired Baxter Industrial in 1995, for 19 years. From 1991
to July 1992, Mr. Barth was the Field Director for Baxter Diagnostics
Incorporated's Partnership Program. In July 1992, Mr. Barth became the Area
Vice President of the Industrial and Life Sciences Division of Baxter
Healthcare. In September of 1995, Mr. Barth became the Senior Vice President
of Western Sales for the Company.

28
<PAGE>

Robert Rosenfeld has been employed by the Company for 20 years. From 1992
until 1993, Mr. Rosenfeld managed the Company's small-dealer business. From
1993 to 1994, he was Vice President of Sales for the Mid-Atlantic region, and
from 1995 to 1997, he served as Vice President of Sales for the Northeast
area. In September of 1997, Mr. Rosenfeld was promoted to his current position
of Senior Vice President of Marketing.

John G. Griffith has been employed by the Company for two years. From 1990
to August 1995, Mr. Griffith was the Director of Finance for Merck Ltd,
England, an affiliate of Merck KGaA. In August of 1995, Mr. Griffith joined
the Company as Senior Vice President-International.

Richard E. Engebrecht is Chairman of the Board of PrimeSource Corporation
("PrimeSource"), a distributor of graphic arts equipment and supplies. He was
Chairman of the Board of Momentum Corporation, a distributor of photographic
and graphic arts equipment and supplies ("Momentum") from January 1, 1993
until it merged with PrimeSource on September 1, 1994, and President and Chief
Executive Officer of Momentum from March 1, 1990 through December 31, 1992. He
is a Director of PENWEST Ltd. ("PENWEST"), a manufacturer of specialty
carbohydrate chemicals and flavor and food additive products, and SeaMED
Corporation, a manufacturer of medical instruments. Mr. Engebrecht has been a
Director of the Company since 1986.

N. Stewart Rogers has been Chairman of the Board of Directors of PENWEST
since February, 1990. He is a Director of Fluke Corporation, a manufacturer of
electronic testing tools, U.S. Bancorporation, a bank holding company, and
Royal Pakhoed NV, a logistics and distribution company for the petroleum and
chemical industries. Mr. Rogers has been a Director of the Company since 1986.

James W. Bernard, retired, was President and Chief Executive Officer of
Univar Corporation, a distributor of industrial chemicals, from 1986 to
October, 1995. Mr. Bernard has been a Director of the Company since 1988.

Wolfgang Honn is a Partner and, since 1981, has been a member of the
Executive Board of Merck KGaA. Mr. Honn has been a Director of the Company
since 1995.

Donald P. Nielsen, 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 has been a
Director of the Company since 1988.

Dr. Harald J. Schroder has been a Partner and member of the Executive Board
of Merck KGaA since 1990 and is currently serving as Vice Chairman of the
Executive Board. Dr. Schroder has been a Director of the Company since 1995.

Dieter Janssen is Group Vice President--Finance and Chief Financial Officer
of EMI. Since 1994, Mr. Janssen has been the Divisional Manager of Purchasing
and Controlling for MEPRO, an affiliate of Merck KGaA. From 1988 to 1994, Mr.
Janssen was Chief Financial Officer of Merck S.A., Caracas, Venezuela. Mr.
Janssen has been a Director of the Company since 1996.

Walter W. Zywottek is President and Chief Executive Officer of EMI and EML.
He also serves as North American Regional Manager of Merck AG and is a
Director of Dey Laboratories, Inc., both of which are affiliates of Merck
KGaA. Since 1991, Mr. Zywottek has served as Director and General Manager of
the Pigments and Cosmetics Division of Merck KGaA. Mr. Zywottek has been a
Director of the Company since 1995.

Stephen J. Kunst, Esq. is Vice President and, since 1995, has been General
Counsel of EMI and a Director of EMI and EML. Mr. Kunst has been a Director of
the Company since 1995. From 1989 through 1995, Mr. Kunst served as Vice
President-Administrative Services of EMI.

29
<PAGE>

PRINCIPAL SHAREHOLDERS

The following table sets forth the beneficial ownership of the Common Shares
as of September 30, 1997 and as adjusted to reflect the sale of the shares
offered hereby and pursuant to the Merck KGaA Sale by: (i) each person or
entity known to the Company to own beneficially five percent or more of the
Common Shares; (ii) each director of the Company; and (iii) all executive
officers and directors of the Company as a group. Except as otherwise noted,
the address for the shareholders named in the table is 1310 Goshen Parkway,
West Chester, PA 19380.

<TABLE>
<CAPTION>
PERCENTAGE
NUMBER OF SHARES OF SHARES OWNED
BENEFICIALLY --------------------------------
NAME OWNED (1) PRIOR TO OFFERING AFTER OFFERING
- ---- ---------------- ----------------- --------------
<S> <C> <C> <C>
Merck KGaA (2)
Darmstadt, Germany......... 11,161,335 49.9% 49.9%
Edward A. McGrath, Jr....... 6,078 * *
Jerrold B. Harris (3)....... 348,837 1.5 1.2
Richard E. Engebrecht....... 110,640 * *
N. Stewart Rogers (4)....... 336,031 1.5 1.2
James W. Bernard (5)........ 90,718 * *
Wolfgang Honn (6)........... -- -- --
Donald P. Nielsen........... 23,158 * *
Dr. Harald J. Schroder (6).. -- -- --
Dieter Janssen (6).......... -- -- --
Walter W. Zywottek (6)...... -- -- --
Stephen J. Kunst, Esq. (6).. -- -- --
All executive officers and
directors as a group
(17 persons) (7)........... 1,120,136 4.9 4.0
</TABLE>
- --------
* Less than one percent.
(1) Except as otherwise indicated, beneficial ownership represents sole
voting and sole investment power with respect to $1.00 par value Common
Shares, the Company's only outstanding class of stock.
(2) Percentage of shares owned after the offering includes 2,737,926 Common
Shares being acquired pursuant to the Merck KGaA Sale. Includes 9,633,405
shares held by EML, an affiliate of Merck KGaA. Pursuant to the
Standstill Agreement, Merck KGaA has the right to maintain its 49.89%
interest in the event that VWR Scientific Products issues additional
shares. See "Relationship with Merck KGaA."
(3) Includes 114,170 shares which Mr. Harris had the right to acquire within
60 days of September 30, 1997 through the exercise of options. Also
includes 20,918 shares held under the Company's benefit plans and 29,796
shares of restricted stock for which beneficial ownership is based upon
voting power.
(4) Includes 4,000 shares held in a trust for the grandchildren of Mr.
Rogers, of which Mr. Rogers is trustee.
(5) Includes 40,500 shares owned by Mr. Bernard's spouse, as to which Mr.
Bernard disclaims beneficial ownership.
(6) Excludes Common Shares owned by Merck KGaA, as to which the named
director disclaims beneficial ownership.
(7) Includes 279,692 shares which certain executive officers have the right
to acquire within 60 days of September 30, 1997 through the exercise of
options.

30
<PAGE>

RELATIONSHIP WITH MERCK KGAA

GENERAL

The Company is 49.89% owned by Merck KGaA, a manufacturer and distributor of
pharmaceuticals, laboratory supplies and products and specialty chemicals.
Merck KGaA's initial investment in the Company was made in April 1995 with the
purchase for an aggregate consideration of $20 million of 1,818,181 Common
Shares and a warrant to purchase 967,015 additional Common Shares at an
exercise price of $11.00 per share. Merck KGaA made a significant additional
investment in the Company in September 1995, the proceeds of which were used
to finance in part the Baxter Industrial acquisition. This investment
consisted of the exercise of the Warrant and the purchase of the Debenture and
an additional 6,832,797 Common Shares for an aggregate consideration of
approximately $231 million. This investment, together with initial interest on
the Debenture paid in Common Shares, raised Merck KGaA's ownership in the
Company to 49.89%. See "Risk Factors--Ownership by Merck KGaA, Darmstadt,
Germany; Shares Available for Future Sale" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations."

Merck KGaA has been a supplier of chemicals and other products to VWR
Scientific Products for over 15 years and is currently the Company's second
largest supplier of chemicals. The Company intends to leverage the
distribution infrastructure of Merck KGaA to enhance its services to U.S.-
based customers.

STANDSTILL AGREEMENT

In connection with the purchase by Merck KGaA of Common Shares and the
Warrant in April 1995, an affiliate of Merck KGaA entered into a Standstill
Agreement with the Company, dated February 27, 1995 (the "Standstill
Agreement"). The Standstill Agreement was amended in May 1995 in connection
with Merck KGaA's purchase of additional Common Shares and the Debenture and
the exercise of the Warrant.

Restrictions on the Acquisition of Additional Common Shares. The Standstill
Agreement currently restricts Merck KGaA from acquiring or holding more than
49.89% of the Common Shares for a four year period ending April 13, 1999 (the
"Standstill Period"), subject to certain exceptions, as set forth in more
detail in such Agreement.

Under the Standstill Agreement, Merck KGaA is prohibited from further
acquisition of Common Shares following the expiration of the Standstill Period
unless made by means of a tender offer first approved by a majority of the
directors of the Company not affiliated with or designated by Merck KGaA and
thereafter accepted by the holders of at least a majority of the shares not
owned by Merck KGaA.

Restrictions on the Transfer of Common Shares. The Standstill Agreement
prohibits Merck KGaA from transferring any of its Common Shares during the
Standstill Period except in certain limited circumstances, including: (i)
sales made pursuant to the exercise of registration rights granted by the
Company by such Agreement; (ii) sales made pursuant to Rule 144 under the
Securities Act; (iii) private sales to third parties (including sales pursuant
to tender and exchange offers and private offerings); (iv) certain transfers
to affiliates; and (v) sales made in conjunction with a merger or
consolidation in which the Company is acquired or in conjunction with a sale
of all or substantially all of the Company's assets, provided that the
Company's Board of Directors had approved such merger, consolidation or sale.
Sales of any Common Shares made pursuant to subclauses (i), (ii) and (iii)
above, however, are subject to the Company's rights of first refusal to
purchase all, but not fewer than all, of such Common Shares.

Certain Covenants. Pursuant to the Standstill Agreement, Merck KGaA has made
certain negative covenants to the Company. In particular, Merck KGaA has
agreed that during the Standstill Period it will not, without the prior
consent of a majority of the Company's directors which are not affiliated with
Merck KGaA: (i) solicit proxies or become a participant in opposition to the
Company's Board of Directors; (ii) deposit its Common Shares into a voting
trust or subject Merck KGaA to any voting agreement with any non-affiliate;

31
<PAGE>

(iii) join any group for the purpose of acquiring, holding or disposing of
Common Shares within the meaning of Section 13(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"); (iv) induce or attempt to induce
any other person to initiate a tender offer for any securities of the Company
or to effect any change of control of the Company, or take any action for the
purpose of convening a meeting of the Company's shareholders; and (v) acquire
more than 1% of any class of equity securities of any entity which, prior to
the time of such acquisition, is publicly disclosed to be the beneficial owner
of more than 5% of any class of the Company's voting securities. Under the
terms of the Standstill Agreement, the Company has agreed not to issue any
security which provides the holder(s) thereof with any extraordinary or
special voting rights or any right to veto any action of the Company.

Merck KGaA Board Representation. The Company's Board of Directors is
classified and currently consists of eleven members distributed among three
classes. Pursuant to the Standstill Amendment, the Company on Merck KGaA's
request is required to take all requisite action, including, without
limitation, increasing or decreasing the size of the Board, to enable Merck
KGaA to maintain board representation (rounded down to the nearest whole
number) which at all times is commensurate with the actual proportion of
Common Shares owned by it and its affiliates. So long as Merck KGaA owns no
more than the Amended Percentage Limitation, less than half of the Company's
board will be comprised of members nominated by Merck KGaA. Currently, five
members of the Company's 11 directors who are nominees of Merck KGaA. Pursuant
to the Standstill Agreement, however, there are certain circumstances under
which Merck KGaA could be entitled to nominate a majority of the board by
increasing its ownership of Common Shares above 49.89%, as described above
under "Restrictions on the Acquisition of Additional Common Shares."

Registration Rights. Under the terms of the Standstill Agreement, Merck KGaA
is entitled to certain registration rights with respect to Common Shares
beneficially owned by it. Subject to certain conditions and limitations, Merck
KGaA may, during any twelve month period, require the Company to effect one
registration of any of the Common Shares held by Merck KGaA for sale under the
Securities Act. In addition, subject to certain conditions and limitations, if
the Company proposes to register any of its Common Shares under the Securities
Act, Merck KGaA is entitled to notice of, and to include Common Shares which
it owns, in such registration.

32
<PAGE>

UNDERWRITING

Under the terms and subject to the conditions contained in the Underwriting
Agreement dated the date hereof, each Underwriter named below has severally
agreed to purchase, and the Company has agreed to sell to such Underwriter,
Common Shares which equal the number of shares set forth opposite the name of
such Underwriter below.

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITERS SHARES
- ------------ ---------
<S> <C>
Smith Barney Inc......................................................
BT Alex. Brown Incorporated...........................................
Legg Mason Wood Walker, Incorporated..................................
Lehman Brothers Inc...................................................
---------
Total............................................................... 2,750,000
=========
</TABLE>

The Underwriters are obligated to take and pay for all Common Shares offered
hereby (other than those covered by the over-allotment option described below)
if any such shares are taken.

The Underwriters, for whom Smith Barney Inc., BT Alex. Brown Incorporated,
Legg Mason Wood Walker, Incorporated and Lehman Brothers Inc. are acting as
Representatives, propose initially to offer part of the Common Shares directly
to the public at the public offering price set forth on the cover page hereof
and part to certain dealers at a price that represents a concession not in
excess of $ per share under the public offering price. The Underwriters may
allow, and such dealers may reallow, a concession not in excess of $ per
share to other Underwriters or to certain other dealers. After the initial
public offering, the public offering price and such concessions may be changed
by the Underwriters.

The Company has granted to the Underwriters an option, exercisable for 30
days from the date of this Prospectus, to purchase up to an aggregate of
275,000 additional Common Shares at the public offering price set forth on the
cover page hereof less underwriting discounts and commissions. The
Underwriters may exercise such option to purchase additional shares solely for
the purpose of covering over-allotments, if any, incurred in connection with
the sale of the shares offered hereby. To the extent such option is exercised,
each Underwriter will become obligated, subject to certain conditions, to
purchase approximately the same percentage of such additional shares as the
number set forth next to such Underwriter's name in the preceding table bears
to the total number of shares in such table.

The Company and the Underwriters have agreed to indemnify each other against
certain liabilities, including liabilities under the Securities Act.

The Company, its executive officers and directors and Merck KGaA have agreed
that, for a period of 120 days (180 days, in the case of Merck KGaA) after the
date of this Prospectus, they will not, without the prior written consent of
Smith Barney Inc., offer, sell, contract to sell or otherwise dispose of any
Common Shares or any securities convertible into, or exercisable or
exchangeable for, Common Shares except in certain limited circumstances.

In connection with this offering and in compliance with applicable law, the
Underwriters may over-allot (i.e., sell more Common Shares than the total
amount shown on the list of Underwriters and participations which appears
above) and may effect transactions which stabilize, maintain or otherwise
affect the market price of the Common Shares at levels above those which might
otherwise prevail in the open market. Such transactions may include placing
bids for the Common Shares or effecting purchases of Common Shares for the
purpose of pegging, fixing or maintaining the price of Common Shares for the
purpose of reducing a syndicate short position created in connection with the
offering. A syndicate short position may be covered by exercise of the option
described above in lieu of or in addition to open market purchases. In
addition, the contractual arrangements among the Underwriters include a
provision whereby, if the Underwriters purchase Common Shares in the open

33
<PAGE>

market for the account of the underwriting syndicate and the securities
purchased can be traced to a particular Underwriter or member of the selling
group, the underwriting syndicate may require the Underwriter or selling group
member in question to purchase the Common Shares in question at the cost price
to the syndicate or may recover from (or decline to pay to) the Underwriter or
selling group member in question the selling concession applicable to the
securities in question. The Underwriters are not required to engage in any of
these activities, and any such activities, if commenced, may be discontinued
at any time.

The Underwriters and certain selling group members that currently act as
market makers for the Common Shares may engage in "passive market making" in
the Common Shares in accordance with Rule 103 of Regulation M under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Rule 103
permits, upon the satisfaction of certain conditions, underwriters and selling
group members participating in a distribution that are also market makers in
the security being distributed to engage in limited market-making transactions
during the period when Rule 101 of Regulation M would otherwise prohibit such
activity. In general, under Rule 103, any Underwriter or selling group member
engaged in passive market making in the Common Shares (i) may not bid for or
purchase Common Shares at a price that exceeds the highest bid for the Common
Shares displayed by a market maker that is not participating in the
distribution of the Common Shares, (ii) may not have net daily purchases of
the Common Shares that exceed the greater of 200 shares or 30% of its average
daily trading volume in such stock for a specified two-month period preceding
the filing date of the registration statement of which this Prospectus forms a
part and (iii) must identify its bids as bids made by a passive market maker.

LEGAL MATTERS

The validity of the shares of Common Shares being offered hereby will be
passed upon for the Company by Drinker Biddle & Reath LLP, Berwyn,
Pennsylvania. Certain legal matters in connection with this offering will be
passed upon for the Underwriters by Dewey Ballantine LLP, New York, New York.

EXPERTS

The consolidated financial statements and schedule of VWR Scientific
Products Corporation as of December 31, 1996 and 1995 and for each of the
three years in the period ended December 31, 1996 incorporated by reference
and included in this Prospectus and Registration Statement and appearing in
VWR Scientific Products Corporation Annual Report on Form 10-K for the year
ended December 31, 1996 have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon appearing elsewhere herein and
incorporated herein by reference. Such consolidated financial statements and
schedule are included and incorporated by reference in reliance upon such
report given upon the authority of such firm as experts in auditing and
accounting.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Exchange
Act, and in accordance therewith files reports, proxy and information
statements, and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy and information statements, and other
information may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549-1004 and at the regional offices of the Commission located at 7 World
Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
materials may also be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549-1004 at prescribed
rates. The Commission maintains a web site at http://www.sec.gov that contains
reports, proxy and information statements, and other information regarding
registrants, like the Company, that file electronically with the Commission.
The Common

34
<PAGE>

Shares are quoted on the Nasdaq National Market, and reports and other
information concerning the Company may be inspected at the National
Association of Securities Dealers, Inc. at 1735 K Street, N.W., Washington,
D.C. 20006-1500.

This Prospectus constitutes a part of a Registration Statement on Form S-3
(the "Registration Statement") filed by the Company with the Commission under
the Securities Act. This Prospectus omits certain of the information contained
in the Registration Statement in accordance with the rules and regulations of
the Commission. Reference is hereby made to the Registration Statement and
related exhibits for further information with respect to the Company and the
securities offered hereby. Any statements contained herein concerning the
provisions of any document are not necessarily complete, and, in such
instance, reference is made to the copy of such document filed as an exhibit
to the Registration Statement or otherwise filed with the Commission. Each
such statement is qualified in its entirety by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents have been previously filed by the Company with the
Commission and are hereby incorporated by reference in this Prospectus as of
their respective dates:

(i) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 (filed March 31, 1997);

(ii) the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997 (filed May 6, 1997), June 30, 1997 (filed August 12, 1997)
and September 30, 1997 (filed October 22, 1997); and

(iii) the description of the Common Shares contained in the Company's
Form 10 filed under the Exchange Act on May 23, 1988 (File No. 0-14139),
including all amendments and reports filed for the purpose of updating such
description prior to the termination of the offering.

Additionally, all documents filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the date of this Prospectus and prior to the termination of the offering
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of filing of such documents. Any statement or
information contained herein or in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus
to the extent that a statement or information contained herein or in any other
subsequently filed document that is also incorporated by reference herein
modifies or replaces such a statement or such information. Any such statement
or information so modified or replaced shall not be deemed, except as so
modified or replaced, to constitute a part of this Prospectus.

The Company will furnish without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any and all
of the documents that have been incorporated by reference in this Prospectus,
other than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into the documents that this Prospectus
incorporates. Requests should be submitted by telephone to (610) 431-1700 or
in writing to VWR Scientific Products Corporation, 1310 Goshen Parkway, West
Chester, Pennsylvania 19380, Attention: Investor Relations.

35
<PAGE>

VWR SCIENTIFIC PRODUCTS CORPORATION

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
ANNUAL FINANCIAL STATEMENTS
Report of Independent Auditors.......................................... F-2
Consolidated Statements of Operations for the years ended
December 31, 1994, 1995 and 1996....................................... F-3
Consolidated Balance Sheets as of December 31, 1995 and 1996............ F-4
Consolidated Statements of Cash Flows for the years ended
December 31, 1994, 1995 and 1996....................................... F-5
Consolidated Statements of Shareholders' Equity for the years ended
December 31, 1994, 1995 and 1996....................................... F-6
Notes to Consolidated Financial Statements.............................. F-7
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)
Condensed Consolidated Statements of Operations for the three and nine
months ended September 30, 1997 and 1996 (unaudited)................... F-20
Condensed Consolidated Balance Sheets as of September 30, 1997
(unaudited) and December 31, 1996...................................... F-21
Condensed Consolidated Statements of Cash Flows for the nine months
ended September 30, 1997 and 1996 (unaudited).......................... F-22
Notes to Condensed Consolidated Financial Statements.................... F-23
UNAUDITED PRO FORMA FINANCIAL STATEMENTS
Introduction to Unaudited Pro Forma Financial Statements................ F-24
Unaudited Pro Forma Statement of Operations for the year ended December
31, 1996............................................................... F-25
Unaudited Pro Forma Statement of Operations for the nine months ended
September 30, 1996 .................................................... F-26
Unaudited Pro Forma Statement of Operations for the nine months ended
September 30, 1997..................................................... F-27
Unaudited Pro Forma Balance Sheet as of September 30, 1997.............. F-28
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT AUDITORS

To the Shareholders of
VWR Scientific Products Corporation:

We have audited the consolidated balance sheets of VWR Scientific Products
Corporation as of December 31, 1996 and 1995, and the related consolidated
statements of operations, shareholders' equity, and cash flows for each of the
three years in the period ended December 31, 1996. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit
also includes assessing the accounting principles used and significant
estimates made by management as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of VWR Scientific Products Corporation at December 31, 1996 and 1995, and the
consolidated results of its operations and its cash flows for each of the
three years in the period ended December 31, 1996, in conformity with
generally accepted accounting principles.

Ernst & Young LLP

Philadelphia, Pennsylvania
February 27, 1997

F-2
<PAGE>

VWR SCIENTIFIC PRODUCTS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------
1994 1995 1996
-------- -------- ----------
(IN THOUSANDS, EXCEPT PER
SHARE DATA)
<S> <C> <C> <C>
Sales............................................ $535,179 $718,684 $1,117,286
Cost of sales.................................... 421,981 559,565 870,379
-------- -------- ----------
Gross margin................................... 113,198 159,119 246,907
Operating expenses............................... 94,333 124,317 172,407
Depreciation and amortization.................... 9,791 13,212 20,740
Acquisition-related expenses..................... 916 3,761 5,128
-------- -------- ----------
Total operating expenses....................... 105,040 141,290 198,275
Operating income................................. 8,158 17,829 48,632
Interest expense and other....................... 5,137 14,803 36,827
-------- -------- ----------
Income before income taxes....................... 3,021 3,026 11,805
Income taxes..................................... 968 1,091 4,782
-------- -------- ----------
Net income....................................... $ 2,053 $ 1,935 $ 7,023
======== ======== ==========
Earnings per share............................... $ 0.18 $ 0.13 $ 0.32
======== ======== ==========
Weighted average number of common shares
outstanding .................................... 11,128 14,831 22,209
</TABLE>

See Notes to Consolidated Financial Statements.

F-3
<PAGE>

VWR SCIENTIFIC PRODUCTS CORPORATION

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
------------------
1995 1996
-------- --------
(DOLLARS IN
THOUSANDS )
<S> <C> <C>
ASSETS
Current assets:
Trade receivables, less reserves of $739 and $1,505....... $134,917 $161,235
Other receivables......................................... 4,879 7,159
Inventories............................................... 53,247 108,009
Other..................................................... 11,390 8,691
-------- --------
Total current assets.................................... 204,433 285,094
Property and equipment, net............................... 37,648 48,184
Excess of cost over net assets of businesses acquired,
net...................................................... 369,930 361,329
Other assets, net......................................... 9,461 10,695
-------- --------
$621,472 $705,302
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Bank checks outstanding, less cash in bank................ $ 1,748 $ 10,274
Accounts payable.......................................... 73,238 92,999
Accrued liabilities....................................... 21,507 15,346
Current portion of long-term debt......................... 20,000 22,500
-------- --------
Total current liabilities............................... 116,493 141,119
Long-term debt:
Revolving credit facilities............................... 84,327 142,256
Term loan................................................. 115,000 86,900
Subordinated debenture.................................... 135,000 138,809
-------- --------
Total long-term debt.................................... 334,327 367,965
Deferred income taxes and other........................... 10,563 12,781
Shareholders' equity:
Preferred stock, $1 par value, 1,000,000 shares
authorized, none issued.................................. -- --
Common stock, $1 par value, 30,000,000 shares authorized,
21,068,381 and 22,346,909 shares issued.................. 21,068 22,347
Additional paid-in capital................................ 137,753 152,157
Retained earnings......................................... 4,457 11,471
Treasury stock at cost, 569 and 2,911 shares.............. (9) (45)
Unamortized ESOP contribution............................. (1,757) (1,464)
Unamortized restricted stock awards....................... (711) (357)
Cumulative translation adjustment......................... (712) (672)
-------- --------
Total shareholders' equity.............................. 160,089 183,437
-------- --------
$621,472 $705,302
======== ========
</TABLE>

See Notes to Consolidated Financial Statements.

F-4
<PAGE>

VWR SCIENTIFIC PRODUCTS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------
1994 1995 1996
--------- ---------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
Operating activities:
Net income.................................. $ 2,053 $ 1,935 $ 7,023
Adjustments to reconcile net income to cash
provided by (used in) operating activities:
Depreciation and amortization, including
deferred debt issuance costs............. 9,791 13,532 22,051
Stock and debt issued in lieu of payment
of interest.............................. -- 3,702 19,114
Change in assets and liabilities, net of
effect of businesses acquired:
Receivables.............................. (7,359) 6,130 (31,574)
Inventories.............................. (4,459) (13,256) (55,262)
Other current assets..................... (1,625) (3,322) (2,367)
Accounts payable......................... 9,040 37,455 19,761
Accrued liabilities...................... (2,013) 11,056 (8,971)
Acquisition-related expenses............. -- 2,420 (772)
Deferred income taxes and other.......... (330) (179) 2,865
--------- --------- ---------
Cash provided by (used in) operating
activities............................ 5,098 59,473 (28,132)
--------- --------- ---------
Investing activities:
Acquisition of businesses................... (13,939) (434,184) 1,683
Sale of joint venture investment............ -- -- 2,881
Investment in joint venture................. (2,881) -- --
Additions to property and equipment......... (2,922) (6,342) (23,417)
Proceeds from sale of property and
equipment.................................. -- -- 5,664
Other....................................... (909) (699) (165)
--------- --------- ---------
Cash used in investing activities...... (20,651) (441,225) (13,354)
--------- --------- ---------
Financing activities:
Proceeds from long-term debt................ 169,243 115,408 206,788
Repayment of long-term debt................. (149,730) (153,595) (174,459)
Repayment of existing credit facility upon
refinancing................................ -- (73,700) --
Proceeds from new credit facility........... -- 249,600 --
Proceeds from long-term subordinated
debenture.................................. -- 135,000 --
Proceeds from exercise of warrant........... -- 10,637 --
Net proceeds from common stock issuance..... -- 104,171 --
Debt issuance costs......................... -- (4,971) --
Net change in bank checks outstanding....... 336 350 8,526
Cash dividends.............................. (4,419) (1,474) --
Proceeds from exercise of stock options..... 135 371 308
Other....................................... (12) (45) 323
--------- --------- ---------
Cash provided by financing activities.. 15,553 381,752 41,486
--------- --------- ---------
Net change in cash..................... 0 0 0
Cash at beginning of year................... 0 0 0
--------- --------- ---------
Cash at end of year......................... $ 0 $ 0 $ 0
========= ========= =========
Supplemental disclosures of cash flow
information:
Cash paid (received) during the year for:
Interest.................................. $ 4,568 $ 8,989 $ 18,584
Income taxes.............................. (254) 321 1,175
<CAPTION>
BAXTER
CANLAB INDUSTRIAL
--------- ----------
<S> <C> <C>
Acquisition of businesses:
Working capital........................... $ 8,798 $ 65,683
Property and equipment.................... 75 862
Other, principally excess of cost over net
assets of businesses acquired............ 5,066 365,956
--------- ---------
Net cash used to acquire businesses........ $ 13,939 $ 432,501
========= =========
</TABLE>

See Notes to Consolidated Financial Statements.

F-5
<PAGE>

VWR SCIENTIFIC PRODUCTS CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
UNAMORTIZED
ESOP
COMMON CONTRIBUTION,
STOCK ADDITIONAL RESTRICTED
$1 PAR PAID-IN RETAINED TREASURY STOCK,
VALUE CAPITAL EARNINGS STOCK AND OTHER TOTAL
------- ---------- -------- -------- ------------- --------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31,
1993................... $11,316 $ 29,137 $ 6,651 $(2,882) $(3,165) $ 41,057
Net income.............. -- -- 2,053 -- -- 2,053
Cash dividends ($0.34
per share)............. -- -- (3,763) -- -- (3,763)
Allocation of shares to
ESOP participants...... -- -- -- -- 271 271
Restricted stock
awards--21,816 shares.. -- 28 -- 211 (239) --
Amortization of
restricted stock....... -- -- -- -- 295 295
Exercise of stock
options................ -- (79) -- 208 -- 129
Tax benefit on ESOP
dividends and
restricted stock....... -- 183 -- -- -- 183
Foreign currency
translation
adjustment............. -- -- -- -- (57) (57)
------- -------- ------- ------- ------- --------
Balance at December 31,
1994................... 11,316 29,269 4,941 (2,463) (2,895) 40,168
------- -------- ------- ------- ------- --------
Net income.............. -- -- 1,935 -- -- 1,935
Issuance of 8,650,978
shares of common stock,
net of issuance costs
of $829................ 8,651 95,520 -- -- -- 104,171
Exercise of warrants for
967,015 shares of
common stock........... 967 9,670 -- -- -- 10,637
Issuance of 297,615
shares of common stock
as payment for
debenture interest..... 298 3,404 -- -- -- 3,702
Cash dividends ($0.08
per share)............. -- -- (1,033) -- -- (1,033)
Allocation of shares to
ESOP participants...... -- -- -- -- 29 29
Restricted stock
awards--52,589 shares.. 43 456 -- 97 (596) --
Amortization of
restricted stock....... -- -- -- -- 337 337
Acquisition of treasury
stock--11,160 shares... -- -- -- (149) -- (149)
Retirement of treasury
stock--253,551 shares.. (254) (899) (1,386) 2,539 -- --
Exercise of stock
options................ 47 324 -- -- -- 371
Foreign currency
translation
adjustment............. -- -- -- -- (88) (88)
Other................... -- 9 -- (33) 33 9
------- -------- ------- ------- ------- --------
Balance at December 31,
1995................... 21,068 137,753 4,457 (9) (3,180) 160,089
------- -------- ------- ------- ------- --------
Net income.............. -- -- 7,023 -- -- 7,023
Issuance of 1,230,315
shares of common stock
as payment for
debenture interest..... 1,230 14,075 -- -- -- 15,305
Allocation of shares to
ESOP participants...... -- -- -- -- 293 293
Restricted stock
awards--4,230 shares... 4 52 -- -- (56) --
Amortization of
restricted stock....... -- -- -- -- 398 398
Exercise of stock
options................ 44 264 -- -- -- 308
Foreign currency
translation
adjustment............. -- -- -- -- 40 40
Other................... 1 13 (9) (36) 12 (19)
------- -------- ------- ------- ------- --------
Balance at December 31,
1996................... $22,347 $152,157 $11,471 $ (45) $(2,493) $183,437
======= ======== ======= ======= ======= ========
</TABLE>

See Notes to Consolidated Financial Statements.

F-6
<PAGE>

VWR SCIENTIFIC PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of
VWR Scientific Products Corporation and all of its subsidiaries ("VWR
Scientific Products" or the "Company"). All significant intercompany accounts
and transactions have been eliminated.

Capitalization, Depreciation and Amortization

Land, buildings, and equipment are recorded at cost. Depreciation is
computed using the straight-line method for financial reporting purposes and,
generally, accelerated methods for income tax purposes. Acquisition and
development costs for significant business systems and related software for
internal use are capitalized and amortized over their estimated useful lives
of seven years. The Company capitalizes the costs of developing and producing
catalogs, which are used by customers for ordering products. Such costs are
amortized over the period of use, generally two to three years. Effective
January 1, 1996, the Company adopted Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of," which establishes accounting standards
for the impairment of long-lived assets, certain identifiable intangibles and
goodwill related to those assets. The adoption of this standard had no effect
on the Company's financial position, operations, or liquidity.

Excess of Cost Over Net Assets of Businesses Acquired

Excess of cost over net assets of businesses acquired is primarily the
result of the acquisitions of the Industrial Distribution Business of Baxter
Healthcare in 1995 and Canlab in 1994 and is being amortized over 40 years.
Accumulated amortization at December 31, 1996 and 1995 was $13.0 million and
$3.6 million, respectively. The carrying value of excess of cost over net
assets of businesses acquired is evaluated periodically in relation to the
operating performance and expected future undiscounted cash flows of the
underlying businesses.

Earnings Per Share

Earnings per share are based on the weighted average number of shares and
dilutive common share equivalents outstanding during the period. Shares issued
in payment of Debenture interest are included in the share calculation as
interest expense is recognized (see Note 7).

Segment and Customer Information

The Company is engaged in one line of business, industrial distribution. No
single customer accounts for more than 10% of sales. The majority of the
Company's business activity pertains to, and accounts receivable result from,
sales of laboratory equipment and supplies to businesses across a wide
geographical area in various industries, mainly industrial, governmental,
biomedical, and educational. At December 31, 1996, the Company had no
significant concentrations of credit risk.

Revenue Recognition

The Company recognizes revenue when products are shipped.

Stock-Based Compensation

The Company follows Accounting Principles Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations in
accounting for its employee stock-based compensation (see Note 10).

F-7
<PAGE>

VWR SCIENTIFIC PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

2. ACQUISITIONS

Baxter Industrial

On September 15, 1995, VWR Scientific Products purchased certain assets and
assumed certain liabilities of the Industrial Distribution Business ("Baxter
Industrial") of Baxter Healthcare Corporation ("Baxter Healthcare"), a
subsidiary of Baxter International, including, but not limited to, all of the
domestic trade accounts receivable, certain tangible personal property, rights
and benefits under certain contracts and certain rights in specified
trademarks for approximately $432 million, as adjusted. In addition to the
$400 million paid at closing, $28.6 million was paid over a 52-day period for
accounts receivable in the same amount and approximately $5 million of
additional liabilities were assumed. During 1996, the purchase price and
purchase accounting estimates were finalized resulting in a $1.7 million
reduction in amounts paid, an additional $1.1 million of cost in excess of net
assets acquired, and a $2.8 million reduction of working capital. During 1996,
the transition of the Baxter Industrial business was substantially completed
which required the Company to increase its inventory levels which included
purchases of laboratory supplies held for sale to customers of Baxter
Industrial at Baxter Healthcare's facilities.

The acquisition has been accounted for under the purchase method of
accounting and, accordingly, the results of Baxter Industrial have been
included in the consolidated operating results since the date of acquisition.
Cost in excess of net assets acquired amounted to $366 million which is being
amortized on a straight-line basis over 40 years for financial reporting
purposes and 15 years for tax purposes.

The purchase price was financed by the proceeds received by the Company
from: (i) the sale of 6,832,797 common shares of the Company (the "Purchase
Shares") at a price of $12.44 per share to EM Laboratories, Incorporated,
("EML"), an affiliate of Merck KGaA, Germany; (ii) the issuance of a $135
million subordinated debenture (the "Debenture") of the Company to EML; (iii)
the exercise by EML of a warrant to purchase 967,015 common shares of the
Company for approximately $10.6 million; and (iv) borrowings under the
Company's credit agreement entered into on September 14, 1995.

Canlab

Effective October 31, 1994, the Company, through its wholly-owned Canadian
subsidiary, acquired certain assets related to the laboratory supply business
of Canlab, a division of Baxter International, for approximately $13.9
million. The acquisition was accounted for under the purchase method of
accounting and was funded through the Company's then-outstanding secured term
loan. Canlab's results of operations have been included in the consolidated
results of operations since the date of acquisition. The acquisition resulted
in $5.1 million of excess of cost over net assets acquired which is being
amortized over 40 years. In the fourth quarter of 1994, as a result of the
acquisition, VWR Scientific Products terminated certain of its employees and
closed certain facilities. The total cost of these actions, which was expensed
in 1994, was $.9 million.

The following unaudited pro forma information has been prepared assuming
that the Baxter Industrial acquisition and the Canlab acquisition and related
financings had occurred at the beginning of the year prior to the year of
acquisition. Pro forma adjustments include: increased amortization for the
cost over net assets acquired; increased interest expense from the acquisition
debt; and related income tax effects. Cost savings from combining the
operations are not reflected because it is not practical to do so. Also,
Baxter Industrial's inventory, as reflected in cost of sales, is valued at the
lower of cost (determined on a "first-in, first-out" basis) or market

F-8
<PAGE>

VWR SCIENTIFIC PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

in the pro forma information below. Cost of sales for 1994 and 1995 has not
been adjusted to give the pro forma effect of adopting VWR Scientific
Products' accounting policy of valuing inventory on the "last-in, first-out"
method because it is not possible to calculate the pro forma adjustments.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------
1994 1995
------------ ------------
(IN THOUSANDS,
EXCEPT PER SHARE DATA)
<S> <C> <C>
Sales............................................. $ 1,036,493 $ 1,072,789
Net income........................................ $ 3,455 $ 1,219
Earnings per share................................ $ 0.16 $ 0.05
Weighted average number of shares outstanding..... 21,394 22,220
</TABLE>

The unaudited pro forma information is provided for information purposes
only and does not purport to be indicative of VWR Scientific Products' results
of operations that would actually have been achieved had the Baxter Industrial
and Canlab acquisitions and related financing transactions been completed for
the periods presented, or results that may be obtained in the future.

In connection with the combination of the Baxter Industrial business with
VWR Scientific Products, the Company made organizational and facility location
decisions involving the Company's selling and distribution activities. Certain
costs related to activities of the Baxter Industrial business have been
considered in the allocation of the purchase price of the acquired business,
and the additional costs related to VWR Scientific Products' existing
operations were expensed. Acquisition-related expenses consist of lease
termination costs related to the decision to upgrade the Company's computer
hardware; severance and relocation of VWR Scientific Products employees;
training of the combined sales force regarding the transition; consulting
services; inventory relocation and other incremental costs related to the
acquisition. The Company allocated $3.6 million to the purchase price and
expensed $5.1 million and $3.8 million as acquisition-related expenses in 1996
and 1995, respectively, which have been substantially funded as of December
31, 1996. As these efforts are substantially complete, future acquisition-
related expenses are not expected to be material.

3. INVENTORIES

Inventories consist of purchased goods for sale and are valued at the lower
of cost or market. Cost determined using the last-in, first-out (LIFO) method
comprised 81% and 89% of inventory carrying value at December 31, 1995 and
1996, respectively. Cost of the remaining inventories is determined using the
first-in, first-out (FIFO) method.

LIFO cost at December 31, 1995 and 1996, was approximately $28.8 million and
$30.8 million, respectively, less than current cost.

4. FIXED ASSETS

Net property and equipment at December 31, 1995 and 1996, is:

<TABLE>
<CAPTION>
1995 1996
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Land..................................................... $ 2,130 $ 738
Buildings................................................ 10,249 15,504
Equipment and computer software.......................... 56,437 72,182
Construction in progress................................. 2,687 177
-------- --------
71,503 88,601
Less accumulated depreciation............................ (33,855) (40,417)
-------- --------
Net property and equipment............................... $ 37,648 $ 48,184
======== ========
</TABLE>

F-9
<PAGE>

VWR SCIENTIFIC PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Depreciation expense for the years ended December 31, 1994, 1995, and 1996,
was $6.3 million, $6.6 million, and $7.2 million, respectively.

5. ACCRUED LIABILITIES

Included in accrued liabilities is accrued compensation of approximately
$9.0 million and $7.7 million at December 31, 1995 and 1996, respectively.
Accrued service costs under the Baxter Industrial Services Agreement (see Note
14) were $6.6 million and $1.9 million at December 31, 1995 and 1996,
respectively.

6. FOREIGN CURRENCY TRANSACTIONS

The Company supplies product to its Canadian subsidiary for sale to the
subsidiary's Canadian customers. The Company has entered into forward exchange
contracts to fix the rate of exchange on the Canadian dollar payments made to
the Company upon settlement of the intercompany accounts related to those
shipments to its subsidiary. As of December 31, 1996, the Company had
approximately $1.0 million of forward exchange contracts outstanding. Net
transaction gains and losses under the contracts are not material and are
included in interest expense and other.

7. LONG-TERM DEBT AND REVOLVING CREDIT FACILITIES

On September 14, 1995, the Company entered into a five-year Credit Facility
consisting of a five-year $135 million amortizing term loan (the "Term Loan")
and a $150 million revolving line of credit (the "Revolver"). During 1996, the
Company made $25.6 million in mandatory principal payments on the Term Loan
and increased the Revolver's limit to $175 million to fund working capital
requirements through December 31, 1997, at which time the Revolver limit will
revert to $150 million. The Revolver provides for the ability to borrow the
equivalent in Canadian dollars up to $17 million U.S. dollars. The Term Loan
and Revolver are secured by liens on substantially all of the Company's
tangible and intangible property, excluding real estate. Borrowings under the
Revolver are limited to 85% of eligible accounts receivable and 50% of
eligible inventory. Both the Term Loan and the Revolver bear interest rates
based on the London Interbank Offered Rate ("LIBOR") or the prime rate, plus
the applicable margin. The Company is required to pay commitment fees on the
unused portion of the Revolver of between .20% and .50%. The margin on
interest and the commitment fees will vary depending on the relationship
between the Company's earnings before interest, taxes, depreciation and
amortization ("EBITDA") and aggregate borrowings under the Credit Facility.

The Credit Facility includes various financial covenants of the Company,
with respect to minimum EBITDA, maximum senior leverage ratio, minimum
interest coverage, minimum net worth, and minimum fixed-charge coverage ratio.

The Credit Facility prohibits the Company from paying dividends and making
other distributions (except for the issuance of common shares as required by
the Debenture) and has change-of-control provisions.

On September 15, 1995, in conjunction with the Baxter Industrial
acquisition, the Company issued the Debenture to EML in the principal amount
of $135 million. The Debenture was subsequently assigned to another affiliate
of EML. The Debenture matures in a single installment on September 15, 2005
and is subordinated to the Company's obligations under the Credit Facility.
Interest is payable on the unpaid principal of the Debenture quarterly at 13%
per annum by: common shares of the Company issued up to an amount that enabled
EML to obtain an ownership percentage of 49.89% in the Company based on a
fixed price of $12.44 per share; deferral until September 15, 1997 to be paid
with accumulated interest thereon at maturity; and cash beginning thereafter.

F-10
<PAGE>

VWR SCIENTIFIC PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

At December 31, 1995 and 1996, the approximate weighted average interest
rate on borrowings under the outstanding Credit Facility was 7.8% and 7.4%,
respectively. Interest expense under the credit facilities for the years ended
December 31, 1994, 1995, and 1996, was $4.8 million, $9.6 million, and $17.6
million, respectively, resulting in a weighted average interest rate of 7.0%,
8.2%, and 7.4%, respectively.

The carrying values of the Revolver and Term Loan approximate their fair
values. The fair value of the Debenture is not readily determinable.

In connection with the Credit Facility and Debenture, the Company incurred
approximately $5.0 million of debt issuance cost. Such amounts are included in
other assets and are being amortized to interest expense using the effective
interest rate method related to the Term Loan and Debenture, and the straight-
line method related to the Revolver. Total amortization of debt issuance costs
(included in interest expense and other) for the years ended December 31, 1995
and 1996 was $.3 million and $1.3 million, respectively.

Aggregate maturities of long-term debt are as follows: 1997-$22.5 million;
1998-$30.0 million; 1999-$32.5 million; 2000-$166.7 million; and $138.8
million in 2005. The Term Loan contains a mandatory prepayment provision based
on the Company's EBITDA, net of capital expenditures and other adjustments,
which requires the Company to pay down the Term Loan by an additional $5.7
million in 1997. Such paydown can be funded from the Revolver and accordingly
is classified as long-term at December 31, 1996.

The Company has entered into various interest rate swap agreements with
financial institutions which effectively change the Company's interest rate
exposure on a notional amount of debt from variable rates to fixed rates. The
notional amounts of the swaps are based upon obligations under the Credit
Facility and expected actual debt levels during a four-year period. The
Company provides protection to meet actual exposures and does not speculate in
derivatives. At December 31, 1996, the Company had a notional amount of $160
million of swaps in effect. These swaps expire between 1997 and 2000. The
amount of floating rate debt protected by the swaps ranges from $160 million
to $25 million during the period outstanding with fixed rates ranging from
5.3% to 6.4%. Net receipts or payments under the agreements are recognized as
an adjustment to interest expense. At December 31, 1996, the fair market value
of the swap agreements, which is not recorded in the consolidated financial
statements, is a receivable of approximately $.5 million. The fair market
value of the swap agreements is based on the present value of the future cash
flows determined by the interest rate difference between the contracts' fixed
rate and the then-current replacement rate. The Company is exposed to credit
loss in the event of nonperformance by the other parties to the interest rate
swap agreements. The Company does not anticipate nonperformance by the
counterparties.

8. INCOME TAXES

Taxes on income are based on income (loss) before income taxes as follows:

<TABLE>
<CAPTION>
1994 1995 1996
------ ------ -------
(IN THOUSANDS)
<S> <C> <C> <C>
Domestic.............................................. $3,470 $2,351 $10,187
Canada................................................ (449) 675 1,618
------ ------ -------
$3,021 $3,026 $11,805
====== ====== =======
</TABLE>

F-11
<PAGE>

VWR SCIENTIFIC PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The provision for income taxes consists of:

<TABLE>
<CAPTION>
1994 1995 1996
------ ------ ------
(IN THOUSANDS)
<S> <C> <C> <C>
Current:
Federal............................................. $1,652 $ 487 $ 70
State............................................... 170 44
Foreign............................................. -- -- 428
------ ------ ------
1,822 531 498
------ ------ ------
Deferred:
Federal............................................. (276) 481 3,460
State............................................... (213) (183) 603
Foreign............................................. (365) 262 221
------ ------ ------
(854) 560 4,284
------ ------ ------
Total tax provision................................... $ 968 $1,091 $4,782
====== ====== ======
</TABLE>

The reconciliation of tax computed at the federal statutory tax rate of 35%
of income before income taxes to the actual income tax provision is as
follows:

<TABLE>
<CAPTION>
1994 1995 1996
------ ------ ------
(IN THOUSANDS)
<S> <C> <C> <C>
Statutory tax........................................ $1,058 $1,059 $4,132
State income taxes net of federal tax benefit........ (29) (93) 392
Foreign rate differential............................ -- -- 151
Other--net........................................... (61) 125 107
------ ------ ------
Total tax provision.................................. $ 968 $1,091 $4,782
====== ====== ======
</TABLE>

Deferred tax liabilities (assets) as of December 31, 1995 and 1996 are
comprised of the following:

<TABLE>
<CAPTION>
1995 1996
------- -------
(IN THOUSANDS)
<S> <C> <C>
Depreciation............................................... $ 5,297 $ 4,861
Pension.................................................... 2,250 3,077
Goodwill amortization...................................... 1,673 8,385
------- -------
Deferred tax liabilities................................. 9,220 16,323
------- -------
Postretirement benefits.................................... (763) (788)
Other compensation benefits................................ (1,366) (1,759)
Net operating loss carryforwards........................... (504) (1,021)
Inventory capitalization................................... (427) (1,175)
Other--net................................................. (573) (2,505)
------- -------
Deferred tax assets...................................... (3,633) (7,248)
------- -------
Net deferred tax liability................................. $ 5,587 $ 9,075
======= =======
</TABLE>

During 1996, the Company utilized $.8 million of Canadian net operating loss
carryforwards which reduced goodwill by $.4 million. Net current deferred tax
assets are $1.6 million and $2.3 million at December 31, 1995

F-12
<PAGE>

VWR SCIENTIFIC PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

and 1996, respectively. The Company has state net operating loss carryforwards
which expire at various times through 2003.

9. SHAREHOLDERS' EQUITY

In April 1995, EML purchased from the Company 1,818,181 common shares (at a
price per share of $11) and a warrant (the "Warrant") to purchase an
additional 967,015 shares (at a price per share of $11). In connection with
the Baxter Industrial acquisition on September 15, 1995, EML purchased
6,832,797 common shares at a price of $12.44 and exercised the Warrant,
raising its beneficial ownership of the Company to 46%. In connection with the
agreement to purchase such securities, EML entered into a Standstill Agreement
with the Company, pursuant to which EML agreed that it and its affiliates
would not, subject to certain specified exceptions, for a period of four
years, increase its beneficial ownership of the Company's common shares above
49.89% without the prior consent of the Company. Under the terms of the
Debenture, interest was payable in common shares, at an issue price per share
of $12.44, until EML's beneficial ownership reached 49.89%. EML owns 49.89% of
the issued and outstanding common shares as of December 31, 1996.

During 1995, the Company retired 253,551 shares of treasury stock resulting
in a $.9 million and $1.4 million reduction of additional paid-in capital and
retained earnings, respectively.

Shareholder Rights Agreement

On May 20, 1988, the Company established a Shareholder Rights Agreement. The
Agreement is designed to deter coercive or unfair takeover tactics that could
deprive shareholders of an opportunity to realize the full value of their
shares. On February 23, 1995, the Company amended the Agreement to change the
definition of "Acquiring Person" to exclude any purchaser who has an agreement
with the Company, executed prior to the date of acquiring 20% or more of the
Company's common stock, which imposes one or more thresholds on the amount of
the purchasers' ownership of the Company's common stock. The Amendment also
provides that the Agreement be governed by the laws of the Commonwealth of
Pennsylvania instead of the laws of the State of Delaware.

Under the Agreement, the Company has distributed a dividend of one Right for
each outstanding share of the Company's stock. When exercisable, each Right
will entitle its holder to buy two shares of the Company's common stock at
$45.00 per share. The Rights will become exercisable if an Acquiring Person,
as defined, acquires or makes an offer to acquire 20 percent of the Company's
common stock. In the event that a purchaser acquires 20 percent of the common
stock, each Right shall entitle the holder, other than the Acquiring Person,
to purchase, at the Right's then-current full exercise price, shares of the
Company's common stock having a market value of twice the then-current full
exercise price of the Right. In the event that, under certain circumstances,
the Company is acquired in a merger or transfers 50 percent or more of its
assets or earnings to any one entity, each Right entitles the holder to
purchase common stock of the surviving or purchasing company having a market
value of twice the full exercise price of the Right. The Rights, which expire
on May 31, 1998, may be redeemed by the Company at a price of $.005 per Right.

10. STOCK AND INCENTIVE PROGRAMS

Effective January 1, 1996, the Company adopted the disclosure-only option
under SFAS No. 123, "Accounting for Stock-Based Compensation." The Company
continues to use the accounting method under APB Opinion No. 25 (APB 25) and
related interpretations for its employee stock options. Under APB 25, when the
exercise price of the Company's employee stock options equals the market price
of the underlying stock on the date of grant, no compensation expense is
recognized.

F-13
<PAGE>

VWR SCIENTIFIC PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The Company has two stock incentive plans, the 1986 Stock Incentive Plan
("1986 Plan"), under which the ability to grant options expired in 1996, and
the 1995 Stock Incentive Plan ("1995 Plan"). Shares of the Company granted
under these two plans are in non-qualified and incentive stock options or
restricted stock awards. In addition to outstanding options under both the
1986 Plan and 1995 Plan, 931,000 shares were available for issuance under the
1995 Plan at December 31, 1996. Pursuant to the Standstill Agreement, upon the
issuance of stock under the Company's stock incentive plans, E. Merck KGaA has
the option to purchase additional shares from the Company to retain its 49.89%
ownership interest in which the purchase price will be the exercise price of
such stock option.

Restricted Stock Awards

The Company's restricted stock awards provide for grants of common stock to
certain directors, officers, and managers. The vesting periods range from one
to five years. The fair market value of the stock at the date of grant
establishes the compensation amount, which is amortized to operations over the
vesting period. During the years ended December 31, 1994, 1995, and 1996, the
Company granted 21,816, 52,589, and 4,230 shares, respectively, at fair market
values of approximately $.2 million, $.6 million, and $.1 million,
respectively.

Stock Options

Under the 1986 Plan, options, which vest over 3 to 10 years, have been
granted to certain officers and managers to purchase common stock of the
Company at its fair market value at the date of grant. The options granted
under the 1995 Plan become exercisable at the earlier of nine years following
issuance or 50% when the market value (as defined) of the Company's common
stock reaches 150% of the market value at the date of grant for 20 consecutive
days and the remaining 50% when the market value (as defined) reaches 175% of
the market value at the date of grant for 20 consecutive days. Changes in
options outstanding were:

<TABLE>
<CAPTION>
AVERAGE
SHARES PRICE
--------- -------
<S> <C> <C>
Outstanding at December 31, 1993.......................... 405,819 $ 8.61
Exercised............................................... (22,007) 6.14
Granted................................................. 5,000 10.00
Cancelled............................................... (32,845) 7.75
--------- ------
Outstanding at December 31, 1994.......................... 355,967 8.86
Exercised............................................... (47,166) 7.87
Granted................................................. 1,020,000 12.00
Cancelled............................................... (87,200) 11.67
--------- ------
Outstanding at December 31, 1995.......................... 1,241,601 11.28
Exercised............................................... (43,983) 7.03
Granted................................................. 189,000 13.25
Cancelled............................................... (60,000) 12.00
--------- ------
Outstanding at December 31, 1996.......................... 1,326,618 $11.67
========= ======
</TABLE>

At December 31, 1996, there were 168,178 options exercisable at an average
price of $8.85. The exercise price of outstanding options at December 31, 1996
ranged from $7.79 to $16.00 and have a weighted average remaining life of 8
years.

Pro forma disclosure, as required by SFAS No. 123, regarding net income and
earnings per share has been determined as if the Company had accounted for its
employee stock options under the fair value method.

Option valuation models use highly subjective assumptions to determine the
fair value of traded options with no vesting or trading restrictions. Because
options granted under the Company's Stock Option Plans have

F-14
<PAGE>

VWR SCIENTIFIC PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

vesting requirements and cannot be traded, and because changes in the
assumptions can materially affect the fair value estimate, in management's
opinion, the existing valuation models do not necessarily provide a reliable
measure of the fair value of its employee stock options.

The fair value for these options was estimated at the date of grant using a
Black-Scholes option pricing model with the following weighted-average
assumptions for 1995 and 1996: risk-free interest rate of 5.6%; no dividends;
a volatility factor of the expected market price of the Company's common stock
of .416 and a weighted-average expected life of the options of 7 years.

For purposes of pro forma disclosures, the estimated fair value of the
options ($6.31 for the 1995 grants and $6.99 for the 1996 grants) is amortized
to expense over the options' assumed vesting period. SFAS No. 123 requires
only that the income effects of options granted during 1996 and 1995 be
included in the pro forma disclosures. Since a portion of the Company's stock
options vest over several years and additional options may be granted each
year, the pro forma effect on net income reported, below, is not
representative of the effect of fair value stock option expense on future
years' pro forma net income. The Company's pro forma information follows:

<TABLE>
<CAPTION>
YEARS ENDED
DECEMBER 31,
-------------
1995 1996
------ ------
<S> <C> <C>
Pro forma net income.......................................... $1,717 $6,152
Pro forma earnings per share.................................. $ 0.12 $ 0.28
</TABLE>

Savings Investment Plan

The Company has a savings investment plan whereby it matches 50% of the
employee's contribution up to 3% of the employee's pay. For employee
contributions between 3% and 7.5% of their pay, the Company will match 50% of
the contribution within prescribed limits based on the Company's profitability
for the year. All Company contributions are used to buy common shares of the
Company. Expenses under this plan for the years ended December 31, 1994, 1995,
and 1996, were $.6 million, $.7 million, and $.9 million, respectively.

Employee Stock Ownership Plan

In September 1990, the Company established an employee stock ownership plan
(ESOP) by, in effect, contributing 400,000 treasury shares ($2.9 million fair
value) to the ESOP of which 198,040 shares are allocated to participants at
December 31, 1996. All full-time and part-time employees, except certain union
employees, are eligible to participate in the plan.

The ESOP shares will be allocated equally to individual participants'
accounts over a period up to ten years. Vesting occurs equally over an
employment period of five years at which time the employee is 100% vested in
the plan. The total number of shares to be allocated in a year is the higher
of an amount based on the Company's profitability or the minimum allocation
required per the ESOP agreement. Expenses are recognized based on shares
allocated for the year and are reduced for dividends paid, if any, on
unallocated shares.

11. POSTRETIREMENT BENEFITS

Pension Plans

The Company has two defined benefit pension plans covering substantially all
of its domestic employees, except for employees covered by independently
operated collective bargaining plans. Pension benefits are based on years of
credited service and the highest five consecutive years' average compensation.

F-15
<PAGE>

VWR SCIENTIFIC PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Contributions to the Company plans are based on funding standards
established by the Employee Retirement Income Security Act of 1974 (ERISA).
The total VWR Scientific Products plans' funding status and the amounts
recognized in the Company's Consolidated Balance Sheets at December 31, 1995
and 1996, are:

<TABLE>
<CAPTION>
1995 1996
------- -------
(IN THOUSANDS)
<S> <C> <C>
Actuarial present value of plan benefit obligations:
Vested benefit obligation.............................. $38,237 $37,777
Nonvested benefit obligation........................... 1,209 1,541
------- -------
Accumulated benefit obligation......................... $39,446 $39,318
======= =======
Projected benefit obligation............................. $45,232 $44,927
Plan assets at fair value................................ (43,172) (50,044)
------- -------
Plan assets (in excess of) less than projected benefit
obligation.............................................. 2,060 (5,117)
Prior service costs not yet recognized in net periodic
pension cost............................................ 594 464
Unrecognized net transition obligation................... (269) (267)
Unrecognized actuarial loss.............................. (7,351) (788)
------- -------
Prepaid pension expense included in consolidated balance
sheets.................................................. $(4,966) $(5,708)
======= =======
</TABLE>

The assets of the Company plans consist primarily of undivided interests in
several funds structured to duplicate the performance of various stock and
bond indexes.

Net pension expense under the Company plans includes the following
components:

<TABLE>
<CAPTION>
1994 1995 1996
------ ------ ------
(DOLLARS IN
THOUSANDS)
<S> <C> <C> <C>
Service cost (benefits
earned during the year).. $1,516 $1,353 $2,234
Interest cost on projected
benefit obligation....... 2,922 3,051 3,289
Actual return on plan
assets................... (116) (9,501) (6,828)
Net amortization and
deferral................. (2,714) 6,342 2,706
------ ------ ------
Net pension expense....... $1,608 $1,245 $1,401
The assumptions used were:
Discount rate........... 8.75% 7.50% 8.00%
Rate of increase in
compensation levels.... 4% 4% 4%
Expected long-term rate
of return on plan
assets................. 10% 10% 10%
</TABLE>

The Company maintains a supplemental pension plan for certain senior
officers. Expenses incurred under this plan in 1994, 1995, and 1996 were
approximately $.2 million, $.1 million, and $.2 million, respectively.

Certain employees are covered under union-sponsored, collectively bargained
plans. Expenses under these plans for each of the years ended December 31,
1994, 1995, and 1996, were $.2 million, $.3 million, and $.5 million,
respectively, as determined in accordance with negotiated labor contracts.

Retiree Medical Benefits Program

Employees retired as of December 31, 1992 and active employees who reached
age 55 by December 31, 1992 are eligible to participate in the Company's
retiree health plan (the "Plan"). There are also certain provisions for
participation by spouses. The Plan is contributory, with retiree contributions
based on years of service, and includes other co-payment and co-insurance
provisions.

F-16
<PAGE>

VWR SCIENTIFIC PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The Company does not fund the Plan. The actuarially determined liability of
the Plan at December 31, 1995 and 1996 is as follows:

<TABLE>
<CAPTION>
1995 1996
------ ------
(IN
THOUSANDS)
<S> <C> <C>
Accumulated postretirement benefit obligation:
Retirees................................................... $1,994 $1,772
Eligible active participants............................... 65 62
Other active participants.................................. 70 47
Unrecognized net loss...................................... (206) (48)
------ ------
Accrued postretirement benefit obligation.................... $1,923 $1,833
====== ======
</TABLE>

The net periodic postretirement benefit cost includes the following
components:

<TABLE>
<CAPTION>
1994 1995 1996
---- ---- ----
<S> <C> <C> <C>
Service cost.............................................. $ 6 $ 4 $ 3
Interest cost............................................. 139 162 141
Net amortization and deferral............................. (3) -- --
---- ---- ----
$142 $166 $144
==== ==== ====
</TABLE>

The assumed health care cost trend rate used in measuring the accumulated
postretirement benefit obligation is 10% for 1996 declining 1% per year to a
level of 5.4% in 2001 and thereafter. The effect of a 1% annual increase in
the assumed cost trend rate would increase the accumulated postretirement
benefit obligation by approximately 9%; the annual service and interest cost
components in the aggregate would not be materially affected. A 7.5% discount
rate was used in determining the accumulated postretirement benefit obligation
at December 31, 1995 and 8.0% was used at December 31, 1996.

12. LEASES

The Company leases office and warehouse space, computer equipment, and
automobiles under operating leases, certain of which extend up to 18 years,
subject to renewal options.

Rental expense was $5.2 million, $5.4 million, and $9.8 million for the
years ended December 31, 1994, 1995, and 1996, respectively.

Future minimum lease payments as of December 31, 1996, under noncancelable
operating leases having initial lease terms of more than one year are
(thousands of dollars):

<TABLE>
<CAPTION>
YEARS ENDING
DECEMBER 31,
------------
<S> <C>
1997................................................................ $ 6,682
1998................................................................ 6,085
1999................................................................ 5,117
2000................................................................ 4,551
2001................................................................ 3,702
Thereafter.......................................................... 28,528
-------
Total minimum payments.............................................. $54,665
=======
</TABLE>

F-17
<PAGE>

VWR SCIENTIFIC PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

13. CONTINGENCIES AND COMMITMENTS

The Company is involved in various environmental, contractual, and product
liability cases and claims, which are considered routine to the Company's
business. In the opinion of management, the potential financial impact of
these matters is not material to the consolidated financial statements.

14. MATERIAL AGREEMENTS

Services Agreement

The Company entered into a Services Agreement with Baxter Healthcare to
provide for an orderly transfer of the Baxter Industrial business to the
Company. Under the Services Agreement, Baxter Healthcare was required to
continue to provide the same type of services to the customers of the Baxter
Industrial business as it had provided prior to VWR Scientific Products'
completion of the Baxter Industrial acquisition. Such services include order
entry, shipping, invoicing, credit and collection, and inventory stocking and
replenishment. On September 30, 1996, Baxter International spun off its United
States healthcare distribution, surgical and respiratory therapy products and
healthcare cost management businesses as Allegiance Corporation
("Allegiance"). Allegiance has assumed Baxter Healthcare's responsibilities
under the Services Agreement and has assumed certain rights under the
Distribution Agreement.

While the term of the Services Agreement is for two years, upon prior
notice, the Company has directed Baxter Healthcare and Allegiance to
discontinue the provision of services on a regional basis as the Baxter
Industrial business was transitioned to VWR Scientific Products facilities. No
service fees were payable for services under the Services Agreement during the
first three months of the term of the agreement. The Company has been required
to make payments during the remaining term of the Services Agreement at the
rate of 5.5% of the sales to customers of the Baxter Industrial business which
are serviced by Baxter Healthcare or Allegiance; provided, however, the
Company was obligated to pay a minimum of $18.6 million to Baxter Healthcare
and Allegiance.

The Company expensed $6.6 million and $11.3 million in 1995 and 1996,
respectively, under the Services Agreement using an effective-rate method.
Upon the cessation of services by Baxter Healthcare or Allegiance at a
particular facility, the Company has been required to purchase the inventory
of laboratory supplies and equipment held for sale to customers of the Baxter
Industrial business. At December 31, 1996, the Baxter Industrial inventory
held by Allegiance was approximately $8.8 million.

Distribution Agreement

In connection with the Baxter Industrial Acquisition, the Company entered
into a Distribution Agreement with Baxter Healthcare pursuant to which Baxter
Healthcare has granted to the Company the right to sell and distribute for
nonpatient use (anywhere except in Canada and Japan) certain products and
accessories manufactured by Baxter Healthcare and its affiliates. On September
30, 1996, Allegiance assumed certain rights under the Distribution Agreement.
The Distribution Agreement, which has a term ending on September 30, 2000,
provides, among other things, that the Company is obligated during each fiscal
year to either purchase a minimum dollar amount of products for sale in each
of the United States and internationally, or, if such minimum requirements
have not been met during such year, purchase products or pay to Baxter
Healthcare and Allegiance an amount, in each case, equal to their share of any
such deficiency. The Company satisfied the minimum aggregate requirement of
$63 million for the contract year ended September 30, 1996. The minimum
aggregate requirements for each of the remaining years, which are subject to
annual adjustment, are $71 million, $82 million, $89 million, and $96 million.

F-18
<PAGE>

VWR SCIENTIFIC PRODUCTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

15. TRANSACTIONS WITH AFFILIATES

On January 1, 1994, the Company formed a joint venture with Merck KGaA of
Germany and acquired an interest in Bender & Hobein GmbH, a distributor of
laboratory supplies and equipment in Germany for $2.9 million. In 1996, VWR
Scientific Products exercised its right under the agreement to sell its
interest to Merck KGaA at no gain or loss to the Company.

In the ordinary course of business, the Company purchases inventory from
affiliates of Merck KGaA. Such purchases represent less than 5% of total
purchases.

16. RESTRUCTURING AND OTHER CHARGES

In December 1994, the Company made the decision to consolidate certain sales
offices and functions. As a result, the Company incurred in 1995 approximately
$1.2 million in charges which were primarily for severance and other
personnel-related costs. Due to the effects of the Baxter Industrial
acquisition, the Company was not able to measure the benefits related to these
costs which are classified as operating expenses.

QUARTERLY FINANCIAL DATA (UNAUDITED)

<TABLE>
<CAPTION>
NET EARNINGS
GROSS OPERATING INCOME (LOSS) PER
SALES MARGIN INCOME (LOSS) SHARE
---------- -------- --------- ------ ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Year Ended December 31,
1996
First Quarter.......... $ 276,458 $ 62,106 $12,298 $2,110 $ .10
Second Quarter......... 278,961 63,149 14,265 3,073 .14
Third Quarter.......... 289,280 63,962 15,910 3,960 .18
Fourth Quarter......... 272,587 57,690 6,159 (2,120) (.09)
---------- -------- ------- ------ -----
Total.................... $1,117,286 $246,907 $48,632 $7,023 $ .32*
Year Ended December 31,
1995
First Quarter.......... $ 146,376 $ 30,932 $ 2,405 $ 560 $ .05
Second Quarter......... 144,810 32,050 2,513 719 .06
Third Quarter.......... 170,979 38,943 5,076 1,312 .09
Fourth Quarter......... 256,519 57,194 7,835 (656) (.03)
---------- -------- ------- ------ -----
Total.................... $ 718,684 $159,119 $17,829 $1,935 $ .13*
</TABLE>

Note: The quarterly results of operations are impacted by the Baxter
Industrial acquisition in September 1995. Third and fourth quarter 1995
amounts include Baxter Industrial acquisition-related expenses of $2,067 and
$1,694, respectively. The 1996 amounts include Baxter Industrial acquisition-
related expenses of $1,188, $1,845, $1,093 and $1,002 for the first, second,
third and fourth quarters, respectively.

* The sum of the quarterly earnings (loss) per share does not equal the total
earnings per share due to different weighted average share amounts
outstanding for quarterly and annual reporting purposes.

F-19
<PAGE>

VWR SCIENTIFIC PRODUCTS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
------------------- -------------------
1996 1997 1996 1997
--------- --------- --------- ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
Sales................................. $ 289,280 $ 329,079 $ 844,699 $ 930,418
Cost of sales......................... 225,318 254,966 655,482 724,385
--------- --------- --------- ---------
Gross margin........................ 63,962 74,113 189,217 206,033
Operating expenses.................... 41,818 45,457 127,578 131,136
Depreciation and amortization......... 5,141 5,672 15,040 16,386
Acquisition-related expenses.......... 1,093 0 4,126 253
--------- --------- --------- ---------
Total operating expenses............ 48,052 51,129 146,744 147,775
Operating income...................... 15,910 22,984 42,473 58,258
Interest expense...................... 9,308 8,509 27,234 27,179
--------- --------- --------- ---------
Income before income taxes............ 6,602 14,475 15,239 31,079
Income taxes.......................... 2,642 6,080 6,096 13,053
--------- --------- --------- ---------
Net income............................ $ 3,960 $ 8,395 $ 9,143 $ 18,026
========= ========= ========= =========
Earnings per share: $ 0.18 $ 0.37 $ 0.41 $ 0.79
========= ========= ========= =========
Weighted average number of common
shares outstanding................... 22,466 22,850 22,071 22,715
</TABLE>

See notes to condensed consolidated financial statements.

F-20
<PAGE>

VWR SCIENTIFIC PRODUCTS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1996 1997
------------ -------------
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<S> <C> <C>
ASSETS
Current assets:
Trade receivables, net............................. $161,235 $199,008
Other receivables.................................. 7,159 6,627
Inventories........................................ 108,009 106,475
Other.............................................. 8,691 9,157
-------- --------
Total current assets............................. 285,094 321,267
Property and equipment, net........................ 48,184 50,590
Excess of cost over net assets of businesses ac-
quired and other assets, net...................... 372,024 364,257
-------- --------
$705,302 $736,114
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Bank checks outstanding, less cash in bank......... $ 10,274 $ 10,051
Current portion of long-term debt.................. 22,500 30,000
Accounts payable and other......................... 108,345 132,109
-------- --------
Total current liabilities........................ 141,119 172,160
Long-term debt:
Revolving credit facilities........................ 142,256 139,281
Term loan.......................................... 86,900 58,800
Subordinated debenture............................. 138,809 151,092
-------- --------
Total long-term debt............................. 367,965 349,173
Deferred income taxes and other.................... 12,781 13,042
Shareholders' equity............................... 183,437 201,739
-------- --------
$705,302 $736,114
======== ========
</TABLE>

See notes to condensed consolidated financial statements.

F-21
<PAGE>

VWR SCIENTIFIC PRODUCTS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
------------------
1996 1997
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Operating actvities:
Net income................................................ $ 9,143 $ 18,026
Adjustments to reconcile net income to cash (used in) pro-
vided by operating activities:
Depreciation and amortization, including deferred debt
issuance costs......................................... 16,036 17,229
Stock and debt issued in lieu of payment of interest.... 11,999 12,283
Changes in assets and liabilities:
Receivables............................................ (32,977) (37,241)
Inventories............................................ (49,649) 1,534
Other current assets................................... 294 (3,003)
Accounts payable and other liabilities................. 22,635 23,764
Deferred taxes and other............................... 76 261
-------- --------
Cash (used in) provided by operating activities....... (22,443) 32,853
-------- --------
Investing activities:
Additions to property and equipment, net.................. (19,952) (8,938)
Sale of joint venture investment.......................... 2,881 --
Other..................................................... 27 (263)
-------- --------
Cash used in investing activities..................... (17,044) (9,201)
-------- --------
Financing activities:
Proceeds from long-term debt.............................. 148,380 162,561
Repayment of long-term debt............................... (116,375) (186,136)
Net change in bank checks outstanding..................... 6,850 (223)
Other..................................................... 632 146
-------- --------
Cash provided by (used in) financing activities....... 39,487 (23,652)
-------- --------
Net change in cash.................................... 0 0
Cash at beginning of period............................... 0 0
-------- --------
Cash at end of period..................................... $ 0 $ 0
======== ========
Supplemental disclosures of cash flow information:
Cash paid (received) during period for:
Interest................................................ $ 13,601 $ 13,064
Income taxes............................................ 1,174 (227)
</TABLE>

See notes to condensed consolidated financial statements.

F-22
<PAGE>

VWR SCIENTIFIC PRODUCTS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of
VWR Scientific Products Corporation ("VWR Scientific Products" or the
"Company") have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments (consisting of only normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for
the three and nine months ended September 30, 1997 are not necessarily
indicative of the results which may be expected of the year ended December 31,
1997. Refer to the consolidated financial statements and footnotes thereto
included in the Company's 1996 Annual Report on Form 10-K for further
information.

Certain prior-period amounts have been reclassified to conform to the
current period's presentation.

New Accounting Standards

In February 1997, the Financial Accounting Standards Board ("FASB") issued
Statement No. 128, "Earnings Per Share," which is required to be adopted for
annual and quarterly periods ended after December 15, 1997. At that time, the
Company will be required to change the method currently used to compute
earnings per share and to restate all prior periods presented. Under the new
requirements for calculating primary earnings per share (referred to as Basic
EPS under SFAS No. 128), the dilutive effect of stock options will be
excluded. Earnings per share will not be materially impacted for the periods
ended September 30, 1997 and 1996 and is not expected to have a material
impact on the Company's full-year earnings per share.

2. INVENTORY PRICING

Inventory valued using the LIFO method comprised approximately 89% of
inventory at December 31, 1996 and 90% at September 30, 1997. Cost of the
remaining inventories is determined using the FIFO method. Because the actual
inventory determination under the LIFO method is an annual calculation,
interim financial results are based on estimated LIFO amounts and are subject
to final year-end LIFO inventory adjustments. Inventory values under the LIFO
method at December 31, 1996 and September 30, 1997 were approximately $30.8
million and $32.5 million, respectively, less than current cost.

F-23
<PAGE>

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

The unaudited pro forma statements of operations for the year ended December
31, 1996 and for the nine months ended September 30, 1996 and 1997 set forth
below give effect to the use of the net proceeds from the offering made hereby
and Merck KGaA Sale totalling $129.7 million assuming: the sale of 2,750,000
shares of Common Shares by the Company at an offering price of $24.375 per
share less estimated issuance cost of $4.0 million; and the issuance of
2,737,926 Common Shares by the Company to Merck KGaA at a price of $24.375 per
share, as if such transactions had occurred as of the beginning of the periods
presented.

The unaudited pro forma balance sheet as of September 30, 1997 set forth
below gives effect to the offering and Merck KGaA Sale as if such transactions
had occurred on September 30, 1997.

The unaudited pro forma financial statements are not necessarily indicative
of what the Company's results of operations and balance sheet would have been
had the offering and Merck KGaA Sale been consummated at the assumed dates,
nor are they necessarily indicative of the Company's results of operations and
balance sheet for any future period. The Unaudited Pro Forma Financial
Statements should be read in conjunction with the audited and unaudited
consolidated financial statements and related notes thereto, "Use of Proceeds"
and "Concurrent Merck KGaA Sale" included elsewhere or incorporated by
reference in this Prospectus.

F-24
<PAGE>

UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1996,
-----------------------------------
ACTUAL ADJUSTMENTS PRO FORMA
---------- ----------- ----------
<S> <C> <C> <C>
Sales..................................... $1,117,286 $ $1,117,286
Cost of sales............................. 870,379 870,379
---------- ----------
Gross margin............................ 246,907 246,907
Operating expenses........................ 172,407 172,407
Depreciation and amortization............. 20,740 20,740
Acquisition-related expenses.............. 5,128 5,128
---------- ----------
Total operating expenses................ 198,275 198,275
Operating income.......................... 48,632 48,632
Interest expense and other................ 36,827 (10,195)(1) 26,632
---------- ------- ----------
Income before income taxes................ 11,805 10,195 22,000
Income taxes.............................. 4,782 4,129 (2) 8,911
---------- ------- ----------
Net income (3)............................ $ 7,023 $ 6,066 $ 13,089
========== ======= ==========
Earnings per share........................ $ 0.32 $ 0.47
========== ==========
Weighted average number of common shares
outstanding (4).......................... 22,209 5,488 27,697
</TABLE>
- --------
(1) Represents interest savings due to an assumed repayment of $129.7 million
of borrowings under the Credit Facility and reduced amortization of
deferred financing fees under the Term Loan. The Credit Facility is
assumed to bear a weighted average interest rate of 7.4% per annum, which
is representative of historical interest rates as adjusted for improvement
in the capital structure of the Company pursuant to the terms of the
Credit Facility.
(2) Tax provision arising from the pro forma adjustments.
(3) Does not reflect an extraordinary non-cash charge of $0.6 million, net of
a $0.4 million tax benefit, representing the write-off of unamortized
deferred financing fees related to the early extinguishment of the Term
Loan of the Credit Facility.
(4) The pro forma weighted average common shares outstanding reflect the
additional shares issued in connection with the offering and the Merck
KGaA Sale.

F-25
<PAGE>

UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER
30, 1996,
--------------------------------
ACTUAL ADJUSTMENTS PRO FORMA
-------- ----------- ---------
<S> <C> <C> <C>
Sales........................................ $844,699 $ $844,699
Cost of sales................................ 655,482 655,482
-------- --------
Gross margin............................... 189,217 189,217
Operating expenses........................... 127,578 127,578
Depreciation and amortization................ 15,040 15,040
Acquisition-related expenses................. 4,126 4,126
-------- --------
Total operating expenses................... 146,744 146,744
Operating income............................. 42,473 42,473
Interest expense and other................... 27,234 (7,600)(1) 19,634
-------- ------ --------
Income before income taxes................... 15,239 7,600 22,839
Income taxes................................. 6,096 3,078 (2) 9,174
-------- ------ --------
Net income (3)............................... $ 9,143 $4,522 $ 13,665
======== ====== ========
Earnings per share........................... $ 0.41 $ 0.50
======== ========
Weighted average number of common shares
outstanding (4)............................. 22,071 5,488 27,559
</TABLE>
- --------

(1) Represents interest savings due to an assumed repayment of $129.7 million
of borrowings under the Credit Facility and reduced amortization of
deferred financing fees under the Term Loan. The Credit Facility is
assumed to bear a weighted average interest rate of 7.4% per annum, which
is representative of historical interest rates as adjusted for improvement
in the capital structure of the Company pursuant to the terms of the
Credit Facility.
(2) Tax provision arising from the pro forma adjustments.
(3) Does not reflect an extraordinary non-cash charge of $0.6 million, net of
a $0.4 million tax benefit, representing the write-off of unamortized
deferred financing fees related to the early extinguishment of the Term
Loan of the Credit Facility.
(4) The pro forma weighted average common shares outstanding reflect the
additional shares issued in connection with the offering and the Merck
KGaA Sale.

F-26
<PAGE>

UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER
30, 1997,
--------------------------------
ACTUAL ADJUSTMENTS PRO FORMA
-------- ----------- ---------
<S> <C> <C> <C>
Sales........................................ $930,418 $ $930,418
Cost of sales................................ 724,385 724,385
-------- --------
Gross margin............................... 206,033 206,033
Operating expenses........................... 131,136 131,136
Depreciation and amortization................ 16,386 16,386
Acquisition-related expenses................. 253 253
-------- --------
Total operating expenses................... 147,775 147,775
Operating income............................. 58,258 58,258
Interest expense and other................... 27,179 (7,578)(1) 19,601
-------- ------ --------
Income before income taxes................... 31,079 7,578 38,657
Income taxes................................. 13,053 3,069 (2) 16,122
-------- ------ --------
Net income (3)............................... $ 18,026 $4,509 $ 22,535
======== ====== ========
Earnings per share........................... $ 0.79 $ 0.80
======== ========
Weighted average number of common shares
outstanding(4).............................. 22,715 5,488 28,203
</TABLE>
- --------
(1) Represents for interest savings due to an assumed repayment of $129.7
million of borrowings under the Credit Facility and reduced amortization
of deferred fees under the Term Loan. The Credit Facility is assumed to
bear a weighted average interest rate of 6.2% per annum, which is
representative of historical interest rates as adjusted for improvement in
the capital structure of the Company pursuant to the terms of the Credit
Facility.
(2) Tax provision arising from the pro forma adjustments.
(3) Does not reflect an extraordinary non-cash charge of $0.6 million, net of
a $0.4 million tax benefit, representing the write-off of unamortized
deferred financing fees related to the early extinguishment of the Term
Loan of the Credit Facility.
(4) The pro forma weighted average common shares outstanding reflect the
additional shares issued in connection with the offering and the Merck
KGaA Sale.

F-27
<PAGE>

UNAUDITED PRO FORMA BALANCE SHEET
(IN THOUSANDS)

<TABLE>
<CAPTION>
SEPTEMBER 30, 1997,
---------------------------------
AS
ACTUAL ADJUSTMENTS ADJUSTED
-------- ----------- --------
<S> <C> <C> <C>
ASSETS
Current Assets:
Trade receivables, net....................... $199,008 $ $199,008
Other receivables............................ 6,627 6,627
Inventories.................................. 106,475 106,475
Other........................................ 9,157 9,157
-------- -------- --------
Total current assets....................... 321,267 321,267
Property and equipment, net.................. 50,590 50,590
Excess of cost over net assets of businesses
acquired and other assets, net.............. 364,257 (936)(3) 363,321
-------- -------- --------
$736,114 $ (936) $735,178
======== ======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Bank checks outstanding, less cash in bank... $ 10,051 $ $ 10,051
Current portion of long-term debt............ 30,000 (30,000)(1) --
Accounts payable and other................... 132,109 132,109
-------- -------- --------
Total current liabilities.................. 172,160 (30,000) 142,160
Long-term debt:
Revolving credit facilities.................. 139,281 (40,949)(1) 98,332
Term loan.................................... 58,800 (58,800)(1) --
Subordinated debenture....................... 151,092 151,092
-------- -------- --------
Total long-term debt....................... 349,173 (99,749) 249,424
Deferred income taxes and other.............. 13,042 (379)(3) 12,663
Shareholders' equity:
Common shares, $1.00 par value per share;
30,000,000 shares authorized; 22,375,631
shares issued, actual; and 27,863,557 shares
issued, as adjusted......................... 22,375 5,488 (2) 27,863
Additional paid-in capital................... 152,333 124,261 (2) 276,594
Retained earnings............................ 29,494 (557)(3) 28,937
Treasury stock at cost, 3,743 shares......... (59) (59)
Other (4).................................... (2,404) (2,404)
-------- -------- --------
Total shareholders' equity................. 201,739 129,192 330,931
-------- -------- --------
$736,114 $ (936) $735,178
======== ======== ========
</TABLE>
- --------

(1) Assumes the Company would have used the net proceeds from the offering and
the Merck KGaA Sale of $129.7 million to repay borrowings under the Credit
Facility.
(2) Represents the sale of 2,750,000 Common Shares by the Company at an
offering price of $24.375 share less estimated issuance cost of $4.0
million and the issuance of 2,737,926 Common Shares by the Company to
Merck KGaA at a price of $24.375 per share.
(3) Represents an extraordinary non-cash charge of $0.6 million, net of a $0.4
million tax benefit, representing the write-off of unamortized deferred
financing fees related to the early extinguishment of the Term Loan of the
Credit Facility.
(4) Includes unamortized ESOP contributions and restricted stock awards and
cumulative translation adjustments.

F-28
<PAGE>

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

NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITY OTHER THAN THE COMMON SHARES OFFERED HEREBY, NOR
DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
OF THE SECURITIES OFFERED HEREBY TO ANY PERSON IN ANY JURISDICTION IN WHICH IT
IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCE CREATE ANY
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary....................................................... 3
Risk Factors............................................................. 6
The Company.............................................................. 10
Concurrent Merck KGaA Sale............................................... 10
Use of Proceeds.......................................................... 11
Dividend Policy.......................................................... 11
Price Range of Common Shares............................................. 12
Capitalization........................................................... 13
Selected Consolidated Financial Data..................................... 14
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 15
Business................................................................. 21
Management............................................................... 28
Principal Shareholders................................................... 30
Relationship with Merck KGaA............................................. 31
Underwriting............................................................. 33
Legal Matters............................................................ 34
Experts.................................................................. 34
Available Information.................................................... 34
Incorporation of Certain Documents by Reference.......................... 35
Index to Financial Statements............................................ F-1
</TABLE>

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

2,750,000 SHARES

[LOGO VWR PRODUCTS APPEARS HERE]

COMMON SHARES

--------

PROSPECTUS

, 1997

--------

SMITH BARNEY INC.
BT ALEX. BROWN
LEGG MASON WOOD WALKER
Incorporated
LEHMAN BROTHERS

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the costs and expenses of the issuance and
distribution of the securities being registered hereby, all of which are being
borne by the Company.

<TABLE>
<S> <C>
SEC registration fee............................................ $ 21,370
NASD filing fee................................................. 7,554
Nasdaq National Market listing fee.............................. 17,500
Legal fees and expenses*........................................ 175,000
Accounting fees and expenses*................................... 100,000
Printing expenses*.............................................. 125,000
Blue sky filing and counsel fees and expenses*.................. 5,000
Transfer agent and Registrar fees and expenses*................. 3,500
Miscellaneous expenses*......................................... 45,076
--------
Total......................................................... $500,000
========
</TABLE>
- --------
*Estimated

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company's Bylaws require the Company to indemnify any person who was or
is a party or is threatened to be made a party to or is involved (including,
without limitation, as a witness) any threatened, pending or completed action,
suit or proceeding, whether civil, derivative, criminal, administrative, or
investigative (a "proceeding"), by reason of the fact that he or she is or was
a director or officer of the Company or, being or having been such a director
or officer, he or she or a person of whom he or she is a legal representative,
is or was serving at the request of the Company as a director, officer,
partner, trustee, employee, or agent of another corporation or of a
partnership, joint venture, trust, or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action or inaction in an official capacity as a director, officer,
partner, trustee, employee, or agent or in any other capacity while serving as
a director, officer, partner, trustee, employee, or agent to the fullest
extent not prohibited by the Pennsylvania Business Corporation Law of 1988,
public policy, or other applicable law (including binding regulations and
orders of, and undertakings or other commitments with, any governmental entity
or agency) as the same exists or is amended (but, in the case of any such
amendment, only to the extent that such amendment permits the Company to
provide broader indemnification rights than said law permitted by the Company
to provide prior to such amendment), against all expense, liability, and loss
(including attorney's fees, judgments, fines, ERISA excise taxes, or penalties
and amounts paid or to be paid in settlement) actually and reasonably incurred
or suffered by such person in connection therewith. Such indemnification shall
continue as to a person who has ceased to be a director, officer, partner,
trustee, employee, or agent, and shall inure to the benefit of his or her
heirs, executors, and administrators. The Company currently maintains
insurance for its directors and officers. The determination of whether an
individual meets the applicable standard of conduct may be made by the
disinterested directors, independent legal counsel, or the shareholders.
Pennsylvania law also permits indemnification in connection with a proceeding
brought by or in the right of the Company to procure a judgment in its favor.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers, or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in that Act and is
therefore unenforceable.

Reference is also made to the indemnification provisions of the Underwriting
Agreement to be filed as Exhibit 1 and to the first undertaking contained in
Item 17 of this Registration Statement.

II-1
<PAGE>

ITEM 16. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S> <C>
1 Form of Underwriting Agreement**
4.1 Amended and Restated Articles of Incorporation***
4.2 Amendment to Articles of Incorporation dated September 15,
1995****
4.3 Amended and Restated ByLaws*****
4.4 Rights Agreement dated as of May 20, 1988 between the
Company and the First Jersey National Bank******
5 Opinion of Drinker Biddle & Reath LLP regarding legality of
securities being registered**
23.1 Consent of Ernst & Young LLP**
23.2 Consent of Drinker Biddle & Reath LLP (contained in their
opinion filed as Exhibit 5)**
24 Powers of Attorney*
</TABLE>
- --------
<TABLE>
<C> <S>
* Previously filed as an exhibit to the Registration Statement on Form S-
3 to which this is an amendment.
** Filed herewith.
*** Incorporated by reference to Exhibit 3 of the Company's Form 10-K for
the year ended December 31, 1994 (file no. 0-14139).
**** Incorporated by reference to Exhibit 1 of the Company's Form 8-K dated
September 15, 1995 (file no. 0-14139).
***** Incorporated by reference to Exhibit 3.1 of the Company's Form 10-K for
the year ended December 31, 1994 (file no. 0-14139).
****** Incorporated by reference to the Exhibit to the Company's Form 8-A
dated May 23, 1988 (file no. 0-14139).
</TABLE>

ITEM 17. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the Company
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 Company 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 Company 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.

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act, (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be
a new registrant 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-2
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in West Chester, Pennsylvania on November 18, 1997.

VWR Scientific Products Corporation

By: /s/ Jerrold B. Harris
---------------------------------
JERROLD B. HARRIS PRESIDENT AND
CHIEF EXECUTIVE OFFICER

Pursuant to the requirements of the Securities Act, this Amendment No. 1 to
the Registration Statement has been signed by the following persons, in the
capacities indicated, on November 18, 1997.

<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
/s/ Edward A. McGrath, Jr.* Chairman of the Board
- -------------------------------------
EDWARD A. MCGRATH, JR.

/s/ Jerrold B. Harris President and Chief Executive
- ------------------------------------- Officer
JERROLD B. HARRIS

/s/ David M. Bronson* Senior Vice President Finance, Chief
- ------------------------------------- Financial Officer and Chief
DAVID M. BRONSON Accounting Officer

/s/ James W. Bernard* Director
- -------------------------------------
JAMES W. BERNARD

/s/ Richard E. Engebrecht* Director
- -------------------------------------
RICHARD E. ENGEBRECHT
</TABLE>

II-3
<PAGE>

SIGNATURE TITLE
<TABLE>
<CAPTION>
<S> <C>
/s/ Wolfgang Honn* Director
- -------------------------------------
WOLFGANG HONN

/s/ Dieter Janssen* Director
- -------------------------------------
DIETER JANSSEN

/s/ Stephen J. Kunst* Director
- -------------------------------------
STEPHEN J. KUNST, ESQ.

/s/ Donald P. Nielsen* Director
- -------------------------------------
DONALD P. NIELSEN

Director
- -------------------------------------
N. STEWART ROGERS

/s/ Harold J. Schroder* Director
- -------------------------------------
DR. HARALD J. SCHRODER

/s/ Walter W. Zywottek* Director
- -------------------------------------
WALTER W. ZYWOTTEK

/s/ Jerrold B. Harris
*By: ________________________________
JERROLD B. HARRIS
ATTORNEY-IN-FACT
</TABLE>
- --------

* Note: Powers of Attorney appointing Jerrold B. Harris and David M. Bronson,
or either of them acting singly, to execute the Registration Statement and
any amendments thereto on behalf of the above-named individuals, were
previously filed with the Securities and Exchange Commission.

II-4
<PAGE>

EXHIBIT INDEX

<PAGE>

EXHIBIT 1

Draft of November 17, 1997

2,750,000 SHARES

VWR SCIENTIFIC PRODUCTS CORPORATION

COMMON SHARES

UNDERWRITING AGREEMENT
----------------------

, 1997

Smith Barney Inc.
BT Alex. Brown Incorporated
Legg Mason Wood Walker, Incorporated
Lehman Brothers Incorporated
As Representatives of the Several Underwriters
c/o Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Dear Sirs:

VWR Scientific Products Corporation, a Pennsylvania corporation (the
"Company"), proposes to issue and sell an aggregate of 2,750,000 shares (the
"Firm Shares") of its common shares, par value $1.00 per share (the "Common
Shares"), to the several Underwriters named in Schedule I hereto (the
"Underwriters"). In addition, solely for the purpose of covering over-
allotments, the Company proposes to sell to the Underwriters, upon the terms and
conditions set forth in Section 2 hereof, up to an additional 275,000 Common
Shares (the "Additional Shares"). The Firm Shares and the Additional Shares are
hereinafter collectively referred to as the "Shares."

The Company wishes to confirm as follows its agreement with you (the
"Representatives") and the other several Underwriters on whose behalf you are
acting, in connection with the several purchases of the Shares by the
Underwriters.

1. REGISTRATION STATEMENT AND PROSPECTUS. The Company has prepared and
filed with the Securities and Exchange Commission (the "Commission") in
accordance with the provisions of the Securities Act of 1933, as amended, and
the rules and regulations of the Commission thereunder (collectively, the
"Act"), a registration statement on Form S-3 under the Act (the "registration
statement"), including a prospectus subject to completion, relating to the
Shares. The term "Registration Statement" as used in this Agreement means the
registration statement (including all financial schedules and exhibits) as
amended at the time it becomes effective or, if the registration statement
became effective prior to the execution of this Agreement, as supplemented or
amended prior to the execution of this Agreement. If it is contemplated, at the
time this Agreement is executed, that a post-effective amendment to the
registration statement will be filed and must be declared effective before the
offering of the Shares may commence, the term "Registration Statement" as used
in this Agreement means the registration statement as amended by said post-
effective amendment. If an abbreviated registration statement is prepared and
filed with the Commission in accordance with Rule 462(b) under the Act (an
"Abbreviated Registration
<PAGE>

Statement"), the term "Registration Statement" as used in this Agreement
includes the Abbreviated Registration Statement. The term "Prospectus" as used
in this Agreement means the prospectus in the form included in the Registration
Statement, or, if the prospectus included in the Registration Statement omits
information in reliance on Rule 430A under the Act and such information is
included in a prospectus filed with the Commission pursuant to Rule 424(b) under
the Act, the term "Prospectus" as used in this Agreement means the prospectus in
the form included in the Registration Statement as supplemented by the addition
of the Rule 430A information contained in the prospectus filed with the
Commission pursuant to Rule 424(b). The term "Prepricing Prospectus" as used in
this Agreement means the prospectus subject to completion in the form included
in the registration statement at the time of the initial filing of the
registration statement with the Commission and as such prospectus shall have
been amended from time to time prior to the date of the Prospectus. Any
reference herein to the registration statement, the Registration Statement, any
Prepricing Prospectus or the Prospectus shall be deemed to refer to and include
the documents incorporated by reference therein pursuant to Form S-3 under the
Act, as of the date of the registration statement, the Registration Statement,
such Prepricing Prospectus or the Prospectus, as the case may be, and any
reference to any amendment or supplement to the registration statement, the
Registration Statement, any Prepricing Prospectus or the Prospectus shall be
deemed to refer to and include any documents filed after such date under the
Securities Exchange Act of 1934, as amended, and the rules and regulations of
the Commission thereunder (collectively, the "Exchange Act") and deemed
incorporated by reference pursuant to Form S-3 under the Act. As used herein,
the term "Incorporated Documents" means the documents which at the time are
incorporated by reference in the registration statement, the Registration
Statement, any Prepricing Prospectus, the Prospectus or any amendment or
supplement thereto.

2. AGREEMENTS TO SELL AND PURCHASE. The Company hereby agrees, subject
to all the terms and conditions set forth herein, to issue and sell to each
Underwriter and, upon the basis of the representations, warranties and
agreements of the Company herein contained and subject to all the terms and
conditions set forth herein, each Underwriter agrees, severally and not jointly,
to purchase from the Company, at a purchase price of $ per share (the
"purchase price per share"), the number of Firm Shares set forth opposite the
name of such Underwriter in Schedule I hereto (or such number of Firm Shares
increased as set forth in Section 10 hereof).

The Company also agrees, subject to all the terms and conditions set
forth herein, to sell to the Underwriters, and, upon the basis of the
representations, warranties and agreements of the Company herein contained and
subject to all the terms and conditions set forth herein, the Underwriters shall
have the right to purchase from the Company, at the purchase price per share,
pursuant to an option (the "over-allotment option") which may be exercised at
any time and from time to time prior to 9:00 p.m., New York City time, on the
30th day after the date of the Prospectus (or, if such 30th day shall be a
Saturday or Sunday or a holiday, on the next business day thereafter when the
New York Stock Exchange is open for trading), up to an aggregate of 275,000
Additional Shares from the Company. Additional Shares may be purchased only to
cover over-allotments made in connection with the offering of the Firm Shares.
Upon any exercise of the over-allotment option, each Underwriter, severally and
not jointly, agrees to purchase from the Company the number of Additional Shares
(subject to such adjustments as you may determine in order to avoid fractional
shares) which bears the same proportion to the number of Additional Shares to be
purchased by the Underwriters as the number of Firm Shares set forth opposite
the name of such Underwriter in Schedule I hereto (or such number of Firm Shares
increased as set forth in Section 10 hereof) bears to the aggregate number of
Firm Shares.

3. TERMS OF PUBLIC OFFERING. The Company has been advised by you that
the Underwriters propose to make a public offering of their respective portions
of the Shares as soon after the Registration Statement and this Agreement have
become effective as in your judgment is advisable and initially to offer the
Shares upon the terms set forth in the Prospectus.

2
<PAGE>

4. DELIVERY OF THE SHARES AND PAYMENT THEREFOR. Delivery to the
Underwriters of and payment for the Firm Shares shall be made at the offices of
Smith Barney Inc., 388 Greenwich Street, New York, New York 10013, at 10:00
A.M., New York City time, on , 1997 (the "Closing Date"). The place
of closing for the Firm Shares and the Closing Date may be varied by agreement
between you and the Company.

Delivery to the Underwriters of and payment for any Additional Shares
to be purchased by the Underwriters shall be made at the aforementioned offices
of Smith Barney Inc. at such time on such date (the "Option Closing Date"),
which may be the same as the Closing Date but shall in no event be earlier than
the Closing Date nor earlier than two nor later than ten business days after the
giving of the notice hereinafter referred to, as shall be specified in a written
notice from you on behalf of the Underwriters to the Company of the
Underwriters' determination to purchase a number, specified in such notice, of
Additional Shares. The place of closing for any Additional Shares and the
Option Closing Date for such Shares may be varied by agreement between you and
the Company.

Certificates for the Firm Shares and for any Additional Shares to be
purchased hereunder shall be registered in such names and in such denominations
as you shall request by written notice, it being understood that a facsimile
transmission shall be deemed written notice, prior to 9:30 A.M., New York City
time, on the second business day preceding the Closing Date or any Option
Closing Date, as the case may be. Such certificates shall be made available to
you in New York City for inspection and packaging not later than 9:30 A.M., New
York City time, on the business day next preceding the Closing Date or the
Option Closing Date, as the case may be. The certificates evidencing the Firm
Shares and any Additional Shares to be purchased hereunder shall be delivered to
you on the Closing Date or the Option Closing Date, as the case may be, against
payment of the purchase price therefor in immediately available funds.

5. AGREEMENTS OF THE COMPANY. The Company agrees with the several
Underwriters as follows:

(a) If, at the time this Agreement is executed and delivered, it is
necessary for the registration statement or a post-effective amendment thereto
or any Abbreviated Registration Statement to be declared effective before the
offering of the Shares may commence, the Company will endeavor to cause the
Registration Statement or such post-effective amendment or Abbreviated
Registration Statement to become effective as soon as possible and will advise
you promptly and, if requested by you, will confirm such advice in writing, when
the Registration Statement or such post-effective amendment or Abbreviated
Registration Statement has become effective.

(b) The Company will advise you promptly and, if requested by you,
will confirm such advice in writing: (i) of any request by the Commission for
amendment of or a supplement to the Registration Statement, any Prepricing
Prospectus or the Prospectus or for additional information; (ii) of the issuance
by the Commission of any stop order suspending the effectiveness of the
Registration Statement or of the suspension of qualification of the Shares for
offering or sale in any jurisdiction or the initiation of any proceeding for
such purpose; and (iii) within the period of time referred to in paragraph (f)
below, of any change in the Company's condition (financial or other), business,
prospects, properties, net worth or results of operations, or of the happening
of any event, which makes any statement of a material fact made in the
Registration Statement or the Prospectus (as then amended or supplemented)
untrue or which requires the making of any additions to or changes in the
Registration Statement or the Prospectus (as then amended or supplemented) in
order to state a material fact required by the Act or the regulations thereunder
to be stated therein or necessary in order to make the statements therein not
misleading, or of the necessity to amend or supplement the Prospectus (as then
amended or supplemented) to comply with the Act or any other law. If at any time
the Commission shall issue any

3
<PAGE>

stop order suspending the effectiveness of the Registration Statement, the
Company will make every reasonable effort to obtain the withdrawal of such order
at the earliest possible time.

(c) The Company will furnish to you, without charge, five signed
copies of the registration statement as originally filed with the Commission and
of each amendment thereto, including financial statements and all exhibits and
Incorporated Documents thereto, and will also furnish to you, without charge,
such number of conformed copies of the registration statement as originally
filed and of each amendment thereto, but without exhibits, and Incorporated
Documents thereto as you may request.

(d) The Company will not (i) file any amendment to the Registration
Statement or make any amendment or supplement to the Prospectus of which you
shall not previously have been advised or to which you shall object after being
so advised or (ii) so long as, in the opinion of counsel for the Underwriters, a
prospectus is required to be delivered in connection with sales by any
Underwriter or dealer, file any information, documents or reports pursuant to
the Exchange Act which upon filing becomes an Incorporated Document, without
delivering a copy of such information, documents or reports to you, as
Representatives of the Underwriters, prior to or concurrently with such filing.

(e) Prior to the execution and delivery of this Agreement, the Company
has delivered or will deliver to you, without charge, in such quantities as you
have requested or may hereafter request, copies of each form of the Prepricing
Prospectus. The Company consents to the use, in accordance with the provisions
of the Act and with the securities or Blue Sky laws of the jurisdictions in
which the Shares are offered by the several Underwriters and by dealers, prior
to the date of the Prospectus, of each Prepricing Prospectus so furnished by the
Company.

(f) As soon after the execution and delivery of this Agreement as
possible and thereafter from time to time for such period as in the opinion of
counsel for the Underwriters a prospectus is required by the Act to be delivered
in connection with sales by any Underwriter or dealer, the Company will
expeditiously deliver to each Underwriter and each dealer, without charge, as
many copies of the Prospectus (and of any amendment or supplement thereto) as
you may request. The Company consents to the use of the Prospectus (and of any
amendment or supplement thereto) in accordance with the provisions of the Act
and with the securities or Blue Sky laws of the jurisdictions in which the
Shares are offered by the several Underwriters and by all dealers to whom Shares
may be sold, both in connection with the offering and sale of the Shares and for
such period of time thereafter as the Prospectus is required by the Act to be
delivered in connection with sales by any Underwriter or dealer. If during such
period of time any event shall occur that in the judgment of the Company or in
the opinion of counsel for the Underwriters is required to be set forth in the
Prospectus (as then amended or supplemented) or should be set forth therein in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, or if it is necessary to supplement or
amend the Prospectus, or to file under the Exchange Act any document which upon
filing becomes an Incorporated Document, to comply with the Act, the Exchange
Act or any other law, the Company will forthwith prepare and, subject to the
provisions of paragraph (d) above, file with the Commission an appropriate
supplement or amendment thereto or Incorporated Document and will expeditiously
furnish copies thereof to the Underwriters and dealers in such quantities as you
shall request. In the event that the Company and you, as Representatives of the
several Underwriters, agree that the Prospectus should be amended or
supplemented, or that a document should be filed under the Exchange Act which
upon filing becomes an Incorporated Document, the Company, if requested by you,
will promptly issue a press release announcing or disclosing the matters to be
covered by the proposed amendment or supplement.

(g) The Company will cooperate with you and with counsel for the
Underwriters in connection with the registration or qualification of the Shares
for offering and sale by the several Underwriters and by dealers under the
securities or Blue Sky laws of such jurisdictions as you may designate and will
file such consents to service of process or other documents necessary or
appropriate in

4
<PAGE>

order to effect such registration or qualification; provided, however, that in
no event shall the Company be obligated to qualify to do business in any
jurisdiction where it is not now so qualified or to take any action that would
subject it to service of process in suits, other than those arising out of the
offering or sale of the Shares, in any jurisdiction where it is not now so
subject.

(h) The Company will make generally available to its security holders
a consolidated earnings statement, which need not be audited, covering a twelve-
month period commencing after the effective date of the Registration Statement
and ending not later than 15 months thereafter, as soon as practicable after the
end of such period, which consolidated earnings statement shall satisfy the
provisions of Section 11(a) of the Act.

(i) During the period of five years hereafter, the Company will
furnish to you (i) as soon as available, a copy of each report of the Company
mailed to shareholders or filed with the Commission and (ii) from time to time
such other information concerning the Company as you may reasonably request.

(j) If this Agreement shall terminate or shall be terminated after
execution pursuant to any provisions hereof (otherwise than pursuant to the
second paragraph of Section 10 hereof or by notice given by you terminating this
Agreement pursuant to Section 10 or Section 11 hereof), or if this Agreement
shall be terminated by the Underwriters because of any failure or refusal on the
part of the Company to comply with the terms or fulfill any of the conditions of
this Agreement, the Company agrees to reimburse the Representatives for all out-
of-pocket expenses (including the reasonable fees and expenses of counsel for
the Underwriters) incurred by you in connection herewith.

(k) The Company will apply the net proceeds from the sale of the
Shares substantially in accordance with the description set forth in the
Prospectus.

(l) If Rule 430A of the Act is employed, the Company will timely file
the Prospectus pursuant to Rule 424(b) under the Act and will advise you of the
time and manner of such filing.

(m) The Company will not (and will not announce or otherwise disclose
any intention to) offer to sell, contract to sell, sell or otherwise transfer or
dispose of, or grant any option or warrant to purchase, any Common Shares (or
any securities convertible into or exercisable or exchangeable for Common
Shares) for a period of 120 days after the date of the Prospectus (the "Lock-up
Period") without the prior written consent of Smith Barney Inc. except for (i)
the sale of the Shares to the Underwriters pursuant to this Agreement, (ii) the
issuance of Common Shares upon exercise of options or warrants disclosed to be
outstanding in the Prospectus, (iii) the grant pursuant to stock option plans
described in the Prospectus of stock options not exercisable during the Lock-up
Period and (iv) the sale to Merck KGaA of Common Shares as described in the
Prospectus (the "Merck KGaA Sale").

(n) The Company has furnished or will furnish to you "lock-up"
letters, in form and substance satisfactory to you, signed by each of its
current officers, those directors owning any common Shares and each of its
shareholders designated by you.

(o) Except as stated in this Agreement and in the Prepricing
Prospectus and Prospectus, the Company has not taken, nor will it take, directly
or indirectly, any action designed to or that might reasonably be expected to
cause or result in stabilization or manipulation of the price of the Common
Shares to facilitate the sale or resale of the Shares.

(p) The Company will timely file with The Nasdaq Stock Market a
notification form for listing of additional shares on The Nasdaq National Market
with respect to the Shares.

5
<PAGE>

6. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents
and warrants to each Underwriter that:

(a) Each Prepricing Prospectus included as part of the registration
statement as originally filed or as part of any amendment or supplement thereto,
or filed pursuant to Rule 424 under the Act, complied when so filed in all
material respects with the provisions of the Act. The Commission has not issued
any order preventing or suspending the use of any Prepricing Prospectus.

(b) The Company meets the requirements for use of Form S-3 under the
Act. The registration statement in the form in which it became or becomes
effective and also in such form as it may be when any post-effective amendment
thereto or any Abbreviated Registration Statement shall become effective, and
the Prospectus and any supplement or amendment thereto when filed with the
Commission under Rule 424(b) under the Act, complied or will comply in all
material respects with the provisions of the Act and did not or will not at any
such times contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except that this representation and warranty does not
apply to statements in or omissions from the registration statement or the
Prospectus made in reliance upon and in conformity with information relating to
any Underwriter furnished to the Company in writing by or on behalf of any
Underwriter through you expressly for use therein.

(c) All the outstanding shares of capital stock of the Company have
been duly authorized and validly issued, are fully paid and nonassessable, are
free of any preemptive or similar rights (except as set forth in the
Registration Statement and the Prospectus) and have been issued and sold in
compliance with all Federal and state securities laws; the Shares have been duly
authorized and, when issued and delivered to the Underwriters against payment
therefor in accordance with the terms hereof, will be validly issued, fully paid
and nonassessable and free of any preemptive or similar rights (except as set
forth in the Registration Statement and the Prospectus); and the capital stock
of the Company conforms to the description thereof in the Registration Statement
and the Prospectus.

(d) The Company is a corporation duly organized, validly existing and
in good standing under the laws of the Commonwealth of Pennsylvania with full
corporate power and authority to own, lease and operate its properties and to
conduct its business as described in the Registration Statement and the
Prospectus, and is duly registered and qualified to conduct its business and is
in good standing in each jurisdiction or place where the nature of its
properties or the conduct of its business requires such registration or
qualification, except where the failure so to register or qualify does not and
would not have a material adverse effect on the condition (financial or other),
business, prospects, properties, net worth or results of operations of the
Company and the Subsidiaries (as hereinafter defined) taken as a whole (a
"Material Adverse Effect").

(e) All the Company's subsidiaries (as defined in the Act), are listed
on Exhibit A hereto and are referred to herein individually as a "Subsidiary"
and collectively as the "Subsidiaries." Each Subsidiary is a corporation duly
organized, validly existing and in good standing in the jurisdiction of its
incorporation, with full corporate power and authority to own, lease and operate
its properties and to conduct its business as described in the Registration
Statement and the Prospectus and is duly registered and qualified to conduct its
business and is in good standing in each jurisdiction or place where the nature
of its properties or the conduct of its business requires such registration or
qualification, except where the failure so to register or qualify does not and
would not have a Material Adverse Effect. All the outstanding shares of capital
stock of each of the Subsidiaries have been duly authorized and validly issued,
are fully paid and nonassessable, and are wholly-owned by the Company directly
or indirectly through one of the other Subsidiaries, free and clear of any lien,
adverse claim, security interest, equity or other encumbrance, except as
disclosed in the Registration Statement and the Prospectus (or any amendment or
supplement thereto).

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<PAGE>

(f) There are no legal or governmental proceedings pending or, to the
knowledge of the Company, threatened, against the Company or any of the
Subsidiaries, or to which the Company or any of the Subsidiaries or any of their
respective properties is subject, that are required to be described in the
Registration Statement or the Prospectus but are not described as required.
There are no agreements, contracts, indentures, leases or other instruments that
are required to be described in the Registration Statement or the Prospectus or
to be filed as an exhibit to the Registration Statement or an Incorporated
Document that are not described or filed as required by the Act or the Exchange
Act. Neither the Company nor any of the Subsidiaries is involved in any
organized strike, job action or labor dispute, and to the Company's best
knowledge no such action or dispute is threatened.

(g) Neither the Company nor any of the Subsidiaries is (i) in
violation of its articles of incorporation or by-laws, or of any law,
ordinance, administrative or governmental rule or regulation applicable to the
Company or any of the Subsidiaries or of any decree of any court or governmental
agency or body having jurisdiction over the Company or any of the Subsidiaries,
or (ii) in default in the performance of any obligation, agreement or condition
contained in any bond, debenture, note or any other evidence of indebtedness or
in any agreement, indenture, lease or other instrument to which the Company or
any of the Subsidiaries is a party or by which any of them or any of their
respective properties may be bound.

(h) Neither the issuance and sale of the Shares, the execution,
delivery or performance of this Agreement by the Company nor the consummation by
the Company of the transactions contemplated hereby or by the Merck KGaA Sale
(i) requires any consent, approval, authorization or other order of, or
registration or filing with, any court, regulatory body, administrative agency
or other governmental body, agency or official (except, with respect to the sale
of Shares pursuant to this Agreement, such as may be required for the
registration of the Shares under the Act, which has been or will be effected in
accordance with this Agreement, and except for compliance with the securities or
Blue Sky laws of various jurisdictions) or conflicts or will conflict with or
constitutes or will constitute a breach of, or a default under, the certificate
of incorporation or bylaws, or other organizational documents, of the Company or
any of the Subsidiaries or (ii) conflicts or will conflict with or constitutes
or will constitute a breach of, or a default under, any agreement, indenture,
lease or other instrument to which the Company or any of the Subsidiaries is a
party or by which the Company or any of the Subsidiaries or any of their
respective properties may be bound, or violates or will violate any statute,
law, regulation or filing or judgment, injunction, order or decree applicable to
the Company or any of the Subsidiaries or any of their respective properties, or
will result in the creation or imposition of any lien, charge or encumbrance
upon any property or assets of the Company or any of the Subsidiaries pursuant
to the terms of any agreement or instrument to which any of them is a party or
by which any of them may be bound or to which any of their respective property
or assets is subject.

(i) The accountants, Ernst & Young LLP, who have certified or shall
certify certain financial statements filed or to be filed as part of the
Registration Statement or the Prospectus (or any amendment or supplement
thereto), or incorporated by reference therein are independent public
accountants as required by the Act and the Exchange Act.

(j) The consolidated financial statements, together with the related
schedules and notes forming part of the Registration Statement and the
Prospectus (and any amendment or supplement thereto), comply with the
requirements of the Act and the Exchange Act and present fairly the consolidated
financial position, results of operations and changes in shareholders' equity
and cash flows of the Company on the basis stated in the Registration Statement
at the respective dates or for the respective periods to which they apply; such
statements and related schedules and notes have been prepared in accordance with
generally accepted accounting principles consistently applied throughout the
periods involved, except as disclosed therein; the pro forma financial
information included in the Registration Statement and the Prospectus (and any
amendment or supplement thereto) has been prepared

7
<PAGE>

in accordance with the requirements of the Act and the rules and regulations of
the Commission with respect to pro forma financial information (including
Article 11 of Regulation S-X) and have been properly computed on the basis
described therein, and the assumptions used in the preparation of the pro forma
financial statements and other pro forma financial information included in the
Registration Statement and the Prospectus (or any amendment or supplement
thereto) are reasonable, and the adjustments used therein are reasonably
appropriate to give effect to the transactions or circumstances referred to
therein; and the other financial and statistical information and data set forth
in the Registration Statement and the Prospectus (and any amendment or
supplement thereto) are accurately presented and prepared on a basis consistent
with such consolidated financial statements and the books and records of the
Company and otherwise on the basis stated in the Registration Statement and
Prospectus.

(k) The Company has all requisite power and authority to execute,
deliver and perform its obligations under this Agreement; the execution and
delivery of, and the performance by the Company of its obligations under, this
Agreement have been duly and validly authorized by the Company, and this
Agreement has been duly executed and delivered by the Company and constitutes
the valid and legally binding agreement of the Company, enforceable against the
Company in accordance with its terms, except as rights to indemnity and
contribution hereunder may be limited by federal or state securities laws or
principles of public policy and subject to the qualification that the
enforceability of the Company's obligations hereunder may be limited by
bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and
other laws relating to or affecting creditors' rights generally and by general
equitable principles.

(l) Except as disclosed in the Registration Statement and the
Prospectus (or any amendment or supplement thereto), subsequent to the
respective dates as of which such information is given in the Registration
Statement and the Prospectus (or any amendment or supplement thereto), neither
the Company nor any of the Subsidiaries has incurred any liability or
obligation, direct or contingent, or entered into any transaction that is
material to the Company and the Subsidiaries taken as a whole, and there has not
been any change in the capital stock, or material increase in the consolidated
short-term or long-term debt, of the Company, or any material adverse change, or
any development involving or which may reasonably be expected to involve a
prospective material adverse change, in the condition (financial or other),
business, prospects, properties, net worth or results of operations of the
Company and the Subsidiaries taken as a whole.

(m) The Company and each of the Subsidiaries has good and marketable
title to all property (real and personal) described in the Prospectus as being
owned by it, free and clear of all liens, claims, security interests or other
encumbrances except such as are described in the Registration Statement and the
Prospectus or in a document filed as an exhibit to the Registration Statement or
an Incorporated Document, and all the property described in the Prospectus as
being held under lease by the Company or any of the Subsidiaries is held by it
under valid, subsisting and enforceable leases.

(n) The Company has not distributed and, prior to the later to occur
of the Closing Date and completion of the distribution of the Shares, will not
distribute any offering material in connection with the offering and sale of the
Shares other than the Registration Statement, the Prepricing Prospectus, the
Prospectus or other materials, if any, permitted by the Act and State securities
or Blue Sky laws.

(o) The Company and each of the Subsidiaries has such permits,
licenses, franchises, authorizations and clearances ("Permits") of governmental
or regulatory authorities as are necessary to own, lease and operate its
properties and to conduct its business in the manner described in the
Prospectus, subject to such qualifications as may be set forth in the
Prospectus; subject to such qualifications as may be set forth in the
Prospectus, the Company and each of the Subsidiaries has fulfilled and performed
all its material obligations with respect to the Permits, and no event has
occurred

8
<PAGE>

which allows, or after notice or lapse of time would allow, revocation or
termination thereof or results in any other material impairment of the rights of
the holder of any Permit, subject in each case to such qualification as may be
set forth in the Prospectus. Except as described in the Prospectus, none of the
Permits contains any restriction that is materially burdensome to the Company or
any of the Subsidiaries.

(p) The Company and the Subsidiaries own or possess all patents,
trademarks, trademark registrations, service marks, service mark registrations,
trade names, copyrights, licenses, inventions, trade secrets and rights
disclosed in the Prospectus as being owned by them or any of them or necessary
for the conduct of their respective businesses, and the Company is not aware of
any claim to the contrary or any challenge by any other person to the rights of
the Company and the Subsidiaries with respect to the foregoing.

(q) Except as set forth in the Registration Statement, the properties,
assets and operations of the Company and its subsidiaries are in compliance with
all applicable federal, state, local and foreign laws (including, without
limitation, common law), rules and regulations, orders, decrees, judgments,
permits and licenses relating to worker health and safety, and to the protection
and clean-up of the natural environment and to the protection or preservation of
natural resources, including, without limitation, those relating to the
processing, manufacturing, generation, handling, disposal, transportation or
release of hazardous materials (collectively, "Environmental Laws"), except
where the failure to comply has not and will not, individually or in the
aggregate, have a Material Adverse Effect. With respect to such properties,
assets and operations, there are no events, conditions, circumstances,
activities, practices, incidents, actions or plans of the Company, or its
subsidiaries of which the Company is aware that may interfere with or prevent
compliance or continued compliance in all material respects with applicable
Environmental Laws or otherwise result in liability to the Company or its
subsidiaries pursuant to applicable Environmental Law. Except as set forth in
the Registration Statement, (A) to the Company's knowledge, none of the Company
or its subsidiaries is the subject of any federal, state, local or foreign
investigation pursuant to Environmental Laws, (B) none of the Company or any of
its subsidiaries has received any written notice or claim pursuant to
Environmental Laws relating to a matter or matters which individually or in the
aggregate, would have a Material Adverse Effect and (C) there are no pending,
or, to the knowledge of the Company, overtly threatened actions, suits or
proceedings against the Company or any of its subsidiaries or their properties,
assets or operations, in connection with any Environmental Laws that are
required to be described in the Registration Statement or the Prospectus but are
not described as required. The term "hazardous materials" shall mean those
substances that are regulated by or pursuant to any applicable Environmental
Laws.

(r) The Company and the Subsidiaries are insured by insurers of
recognized financial responsibility against such losses and risks and in such
amounts as are customary in the businesses in which they are engaged; (ii) all
policies of insurance insuring the Company or any of the Subsidiaries or their
respective businesses, assets, employees, officers and directors are in full
force and effect; (iii) the Company and the Subsidiaries are in compliance with
the terms of such policies and instruments in all material respects; and (iv)
there are no material claims by the Company or any of the Subsidiaries under any
such policy or instrument as to which any insurance company is denying liability
or defending under a reservation of rights clause.

(s) The Company maintains a system of internal accounting controls
sufficient to provide reasonable assurances that (i) transactions are executed
in accordance with management's general or specific authorization; (ii)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to
maintain accountability for assets; (iii) access to assets is permitted only in
accordance with management's general or specific authorization; and (iv) the
recorded accountability for assets is compared with existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.

(t) Neither the Company nor any of the Subsidiaries nor, to the
Company's best knowledge, any employee or agent of the Company or any of the
Subsidiaries has made any payment of

9
<PAGE>

funds of the Company or received or retained any funds in violation of any law,
rule or regulation, which payment, receipt or retention of funds is of a
character required to be disclosed in the Prospectus.

(u) The Company and the Subsidiaries have filed all federal, state,
local and foreign tax returns and tax forms required to be filed; such returns
and forms are complete and correct in all material respects; and all taxes shown
by such returns or otherwise assessed that are due or payable have been paid,
except such taxes as are being contested in good faith and as to which adequate
reserves have been provided. All payroll withholdings required to be made by
the Company with respect to employees have been made. The charges, accruals and
reserves on the books of the Company and the Subsidiaries in respect of any tax
liability for any year not finally determined are adequate to meet any
assessments or reassessments for additional taxes; and there have been no tax
deficiencies asserted and, to the best knowledge of the Company, no tax
deficiency might be reasonably asserted and threatened against the Company or
any of the Subsidiaries that could, individually or in the aggregate, have a
Material Adverse Effect.

(v) No holder of any security of the Company has any right (not
heretofore waived) to require registration of Common Shares or any other
security of the Company because of the filing of the registration statement or
the consummation of the transactions contemplated by this Agreement and, except
as disclosed in the Prospectus, no person has the right to require registration
under the Act of any Common Shares or other securities of the Company. No
person has the right, contractual or otherwise, to cause the Company to permit
such person to underwrite the sale of any of the Shares. Except as described in
or contemplated by the Prospectus, there are no outstanding options, warrants or
other rights calling for the issuance of, and there are no commitments, plans or
arrangements to issue, any shares of capital stock of the Company or any of the
Subsidiaries or any security convertible into or exchangeable or exercisable for
capital stock of the Company or any of the Subsidiaries.

(w) Neither the Company nor any of the Subsidiaries is, and, upon the
sale of the Shares to be issued and sold by it hereunder and application of the
net proceeds from such sale as described in the Prospectus under the caption
"Use of Proceeds," will not be an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.

(x) The Incorporated Documents heretofore filed were filed in a timely
manner and, when they were filed (or, if any amendment with respect to any such
document was filed, when such document was filed), conformed with the
requirements of the Exchange Act and did not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and any further
Incorporated Documents will, when so filed, be filed in a timely manner and
conform with the requirements of the Exchange Act and will not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading.

7. INDEMNIFICATION AND CONTRIBUTION. (a) The Company agrees to indemnify
and hold harmless each of you and each other Underwriter and each person, if
any, who controls any Underwriter within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act from and against any and all losses, claims,
judgments, damages, liabilities and expenses (including reasonable costs of
investigation) arising out of or based upon any untrue statement or alleged
untrue statement of a material fact contained in any Prepricing Prospectus or in
the Registration Statement or the Prospectus or in any amendment or supplement
thereto, or arising out of or based upon any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, except insofar as such losses, claims,
damages, liabilities or expenses arise out of or are based upon any untrue
statement or omission or alleged untrue statement or omission which has been
made therein or omitted therefrom in reliance upon and in conformity with the
information relating to such Underwriter furnished in writing to the Company by
or on behalf of any Underwriter through you

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<PAGE>

expressly for use in connection therewith; provided, however, that the
indemnification contained in this paragraph (a) with respect to any Prepricing
Prospectus shall not inure to the benefit of any Underwriter (or to the benefit
of any person controlling such Underwriter) on account of any such loss, claim,
damage, liability or expense arising from the sale of Shares by such Underwriter
to any person if (i) a copy of the Prospectus shall not have been delivered or
sent to such person within the time required by the Act and the untrue statement
or alleged untrue statement or omission or alleged omission of a material fact
contained in such Prepricing Prospectus was corrected in the Prospectus and (ii)
the Company has delivered the Prospectus to the several Underwriters in
requisite quantity on a timely basis to permit such delivery or sending. The
foregoing indemnity agreement shall be in addition to any liability which the
Company may otherwise have.

(b) If any action, suit or proceeding shall be brought against any
Underwriter or any person controlling any Underwriter in respect of which
indemnity may be sought against the Company, such Underwriter or such
controlling person shall promptly notify the Company, and the Company shall
assume the defense thereof, including the employment of counsel and payment of
all fees and expenses. Such Underwriter or any such controlling person shall
have the right to employ separate counsel in any such action, suit or proceeding
and to participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of such Underwriter or such controlling person
unless (i) the Company has agreed in writing to pay such fees and expenses, (ii)
the Company has failed to assume the defense and employ counsel or (iii) the
named parties to any such action, suit or proceeding (including any impleaded
parties) include both such Underwriter or such controlling person and the
Company and such Underwriter or such controlling person shall have been advised
by its counsel that representation of such indemnified party and the Company by
the same counsel would be inappropriate under applicable standards of
professional conduct (whether or not such representation by the same counsel has
been proposed) due to actual or potential differing interests between them (in
which case the Company shall not have the right to assume the defense of such
action, suit or proceeding on behalf of such Underwriter or such controlling
person). It is understood, however, that the Company shall, in connection with
any one such action, suit or proceeding or separate but substantially similar or
related actions, suits or proceedings in the same jurisdiction arising out of
the same general allegations or circumstances, be liable for the reasonable fees
and expenses of only one separate firm of attorneys (in addition to any local
counsel) at any time for all such Underwriters and controlling persons not
having actual or potential differing interests with you or among themselves,
which firm shall be designated in writing by Smith Barney Inc., and that all
such fees and expenses shall be reimbursed as they are incurred. The Company
shall not be liable for any settlement of any such action, suit or proceeding
effected without its written consent, but if settled with such written consent,
or if there be a final judgment for the plaintiff in any such action, suit or
proceeding, the Company agrees to indemnify and hold harmless any Underwriter
and any such controlling person, to the extent provided in the preceding
paragraph, from and against any loss, claim, damage, liability or expense by
reason of such settlement or judgment.

(c) Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Company, its directors, its officers who sign the
Registration Statement, and any person who controls the Company within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act, to the same
extent as the foregoing indemnity from the Company to each Underwriter, but only
with respect to information relating to such Underwriter furnished in writing to
the Company by or on behalf of such Underwriter through you expressly for use in
the Registration Statement, the Prospectus or any Prepricing Prospectus, or any
amendment or supplement thereto. If any action, suit or proceeding shall be
brought against the Company, any of its directors, any such officer or any such
controlling person based on the Registration Statement, the Prospectus or any
Prepricing Prospectus, or any amendment or supplement thereto, and in respect of
which indemnity may be sought against any Underwriter pursuant to this paragraph
(c), such Underwriter shall have the rights and duties given to the Company by
paragraph (b) above (except that if the Company shall have assumed the defense
thereof such Underwriter shall not be required to do so, but may employ separate
counsel therein and participate in the defense thereof, but the

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fees and expenses of such counsel shall be at such Underwriter's expense), and
the Company, its directors, any such officer and any such controlling person
shall have the rights and duties given to the Underwriters by paragraph (b)
above. The foregoing indemnity agreement shall be in addition to any liability
which the Underwriters may otherwise have. For purposes of the Underwriters'
obligations under this Section 7, Merck KGaA shall be deemed not to be a person
who controls the Company within the meaning of Section 15 of the Act or Section
20 of the Exchange Act.

(d) If the indemnification provided for in this Section 7 is
unavailable to an indemnified party under paragraphs (a) or (c) hereof in
respect of any losses, claims, damages, liabilities or expenses referred to
therein, then an indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages, liabilities or expenses (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Underwriters on the other hand from the offering
of the Shares, or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Company on the one hand and the Underwriters on the other hand in
connection with the statements or omissions that resulted in such losses,
claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and the Underwriters on the other hand shall be deemed to be in the
same proportion as the total net proceeds from the offering (before deducting
expenses) received by the Company bear to the total underwriting discounts and
commissions received by the Underwriters, in each case as set forth in the table
on the cover page of the Prospectus; provided that, in the event that the
Underwriters shall have purchased any Additional Shares hereunder, any
determination of the relative benefits received by the Company and the
Underwriters from the offering of the Shares shall include the net proceeds
(before deducting expenses) received by the Company, and the underwriting
discounts and commissions received by the Underwriters, from the sale of such
Additional Shares, in each case computed on the basis of the respective amounts
set forth in the notes to the table on the cover page of the Prospectus. The
relative fault of the Company on the one hand and the Underwriters on the other
hand shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
on the one hand or by the Underwriters on the other hand and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.

(e) The Company and the Underwriters agree that it would not be just
and equitable if contribution pursuant to this Section 7 were determined by a
pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation that does not take account of
the equitable considerations referred to in paragraph (d) above. The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages, liabilities and expenses referred to in paragraph (d) above shall be
deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating any claim or defending any such action, suit or proceeding.
Notwithstanding the provisions of this Section 7, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price of the Shares underwritten by it and distributed to the public exceeds the
amount of any damages which such Underwriter has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Underwriters'
obligations to contribute pursuant to this Section 7 are several in proportion
to the respective numbers of Firm Shares set forth opposite their names in
Schedule I hereto (or such numbers of Firm Shares increased as set forth in
Section 10 hereof) and not joint.

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<PAGE>

(f) No indemnifying party shall, without the prior written consent of
the indemnified party, effect any settlement of any pending or threatened
action, suit or proceeding in respect of which any indemnified party is or could
have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such action, suit or proceeding.

(g) Any losses, claims, damages, liabilities or expenses for which an
indemnified party is entitled to indemnification or contribution under this
Section 7 shall be paid by the indemnifying party to the indemnified party as
such losses, claims, damages, liabilities or expenses are incurred. The
indemnity and contribution agreements contained in this Section 7 and the
representations and warranties of the Company set forth in this Agreement shall
remain operative and in full force and effect, regardless of (i) any
investigation made by or on behalf of any Underwriter or any person controlling
any Underwriter, the Company, its directors or officers or any person
controlling the Company, (ii) acceptance of any Shares and payment therefor
hereunder, and (iii) any termination of this Agreement. A successor to any
Underwriter or any person controlling any Underwriter, or to the Company, its
directors or officers, or any person controlling the Company, shall be entitled
to the benefits of the indemnity, contribution and reimbursement agreements
contained in this Section 7.

8. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The several obligations of
the Underwriters to purchase the Firm Shares hereunder are subject to the
following conditions:

(a) If, at the time this Agreement is executed and delivered, it is
necessary for the registration statement or a post-effective amendment thereto
or an Abbreviated Registration Statement to be declared effective before the
offering of the Shares may commence, the registration statement or such post-
effective amendment or Abbreviated Registration Statement shall have become
effective not later than 5:30 P.M., New York City time, on the date hereof, or
at such later date and time as shall be consented to in writing by you, and all
filings, if any, required by Rules 424 and 430A under the Act shall have been
timely made.

(b) Subsequent to the effective date of this Agreement, there shall
not have occurred (i) any change, or any development involving a prospective
change, in or affecting the condition (financial or other), business, prospects,
properties, net worth, or results of operations of the Company not contemplated
by the Prospectus, which in your opinion, as Representatives of the several
Underwriters, would materially, adversely affect the market for the Shares, or
(ii) any event or development relating to or involving the Company or any of the
Subsidiaries, or any officer or director of the Company or any of the
Subsidiaries, which makes any statement made in the Prospectus untrue or which,
in the opinion of the Company and its counsel or the Underwriters and their
counsel, requires the making of any addition to or change in the Prospectus in
order to state a material fact required by the Act or any other law to be stated
therein or necessary in order to make the statements therein not misleading, if
amending or supplementing the Prospectus to reflect such event or development
would, in your opinion, as Representatives of the several Underwriters,
materially, adversely affect the market for the Shares.

(c) You shall have received on the Closing Date an opinion of Drinker
Biddle & Reath LLP, counsel for the Company, dated the Closing Date and
addressed to you, as Representatives of the several Underwriters, that:

(i) The Company is a corporation duly incorporated and validly
existing in good standing under the laws of the Commonwealth of
Pennsylvania with full corporate power and authority to own, lease and
operate its properties and to conduct its business as described in the
Registration Statement and the Prospectus (and any amendment or supplement
thereto), and is duly registered and qualified to conduct its business and
is in good standing in each jurisdiction or place where, to our knowledge,
based upon a certificate of an officer of the Company, the nature of its
properties or the conduct of its business requires such registration or

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<PAGE>

qualification, except where the failure so to register or qualify does not
and would not have a Material Adverse Effect;

(ii) Each Subsidiary is a corporation duly incorporated and
validly existing and in good standing under the laws of the jurisdiction of
its organization, with full corporate power and authority to own, lease,
and operate its properties and to conduct its business as described in the
Registration Statement and the Prospectus (and any amendment or supplement
thereto); each Subsidiary is duly registered and qualified to conduct its
business and is in good standing as a foreign corporation in each
jurisdiction or place where, to our knowledge, based upon a certificate of
an officer of the Company, the nature of its properties or the conduct of
its business requires such registration or qualification, except where the
failure so to register or qualify or to be in good standing does not and
would not have a Material Adverse Effect; and all the outstanding shares of
capital stock of each of the Subsidiaries have been duly authorized and
validly issued, are fully paid and nonassessable, and are owned of record
by the Company directly, or indirectly through one of the other
Subsidiaries, free and clear of any perfected security interest or, to such
counsel's knowledge, any other lien, adverse claim, equity or other
encumbrance, except as disclosed in the Registration Statement and the
Prospectus (or any amendment or supplement thereto);

(iii) The authorized capital stock of the Company is as set
forth under the caption "Capitalization" in the Prospectus, and the
authorized capital stock of the Company conforms in all material respects
to the description contained in the description of the Common Shares
contained in the Company's Form 10 filed under the Exchange Act on May 23,
1988;

(iv) All the common shares of capital stock of the Company
outstanding prior to the issuance of the Shares which were issued
subsequent to 1990 or pursuant to the spin-off of the Company from the
Univar Corporation in 1986, have been duly authorized and validly issued,
are fully paid and nonassessable and were issued and sold in compliance
with all applicable federal and state securities laws;

(v) The Shares have been duly authorized and, when issued and
delivered to the Underwriters against payment therefor in accordance with
the terms hereof, will be validly issued, fully paid and nonassessable and
free of (A) any preemptive rights arising under the Company's articles
of incorporation or the Pennsylvania Business Corporation Law or (B) to the
knowledge of such counsel, similar rights that entitle or will entitle any
person to acquire any shares of capital stock of the Company upon the
issuance and sale of the Shares by the Company except as set forth in the
Registration Statement and the Prospectus;

(vi) The form of certificate for the Shares conforms to the
requirements of the Pennsylvania Business Corporation Law;

(vii) Such counsel has been advised by the staff of the
Securities and Exchange Commission (the "Staff") that the Registration
Statement and all post-effective amendments, if any, have become effective
under the Act; to the knowledge of such counsel (and after being advised by
the Staff to such effect), no stop order suspending the effectiveness of
the Registration Statement has been issued; to such counsel's knowledge no
proceedings for that purpose are pending before or contemplated by the
Commission; and any required filing of the Prospectus pursuant to Rule
424(b) has been made in accordance with Rule 424(b);

(viii) The Company has the corporate power and authority to
enter into this Agreement and to issue, sell and deliver the Shares to the
Underwriters as provided herein, and this Agreement has been duly
authorized, executed and delivered by the Company and is a valid, legal and
binding agreement of the Company, enforceable against the Company in
accordance with its terms, except as enforcement of rights to indemnity and
contribution hereunder may be

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<PAGE>

limited by federal or state securities laws or principles of public policy
and subject to the qualification that the enforceability of the Company's
obligations hereunder may be limited by bankruptcy, fraudulent conveyance,
insolvency, reorganization, moratorium and other laws relating to or
affecting creditors' rights generally and by general equitable principles;

(ix) To the knowledge of such counsel, neither the Company nor
any of the Subsidiaries is in violation of its articles of incorporation
or bylaws, or other organizational documents, or in default in the
performance of any material obligation, agreement or condition contained in
any bond, debenture, note or other evidence of indebtedness made an exhibit
to the Registration Statement or any Incorporated Document;

(x) Neither the offer, sale or delivery of the Shares, the
execution, delivery or performance of this Agreement, compliance by the
Company with the provisions hereof nor consummation by the Company of the
transactions contemplated hereby or by the Merck KGaA Sale conflicts or
will conflict with or constitutes or will constitute a breach of, or a
default under, the articles of incorporation or bylaws, or other
organizational documents, of the Company or any of the Subsidiaries or any
agreement, indenture, lease or other instrument to which the Company or any
of the Subsidiaries is a party or by which the Company or any of the
Subsidiaries or any of their respective properties is bound that is an
exhibit to the Registration Statement or any Incorporated Document, or is
known to such counsel after reasonable inquiry, or to the knowledge of such
counsel will result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company or any of the
Subsidiaries, nor will any such action result in any violation of any
existing law, regulation, ruling (assuming compliance with all applicable
state securities and Blue Sky laws), judgment, injunction, order or decree
known to such counsel and applicable to the Company or any of the
Subsidiaries or any of its properties;

(xi) No consent, approval, authorization or other order of, or
registration or filing with, any court, regulatory body, administrative
agency or other governmental body, agency, or official is required on the
part of the Company or any of the Subsidiaries for the valid issuance and
sale of (A) the Shares to the Underwriters as contemplated by this
Agreement (except as have been obtained under the Act or such as may be
required under state securities or Blue Sky laws governing the purchase and
distribution of the Shares) or (B) the Common Shares to Merck KGaA pursuant
to the terms of the Standstill Agreement dated February 27, 1995, between
the Company and EM Industries, Incorporated;

(xii) To the knowledge of such counsel, (A) there are no legal
or governmental proceedings pending or threatened against the Company or
any of the Subsidiaries, or to which the Company or any of the Subsidiaries
or any of their respective properties is subject, which are required to be
described in the Registration Statement or Prospectus (or any amendment or
supplement thereto) that are not described as required and (B) there are no
agreements, contracts, indentures, leases or other instruments that are
required to be described in the Registration Statement or the Prospectus
(or any amendment or supplement thereto) or to be filed as an exhibit to
the Registration Statement or any Incorporated Document that are not
described or filed as required, as the case may be;

(xiii) To the knowledge of such counsel, neither the Company nor
any of the Subsidiaries is in violation of any law, ordinance,
administrative or governmental rule or regulation applicable to the Company
or any of the Subsidiaries, the violation of which would have a Material
Adverse Effect, or of any decree of any court or governmental agency or
body having jurisdiction over the Company or any of the Subsidiaries;

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<PAGE>

(xiv) The Company and each of the Subsidiaries has full
corporate power and authority and all necessary Permits to own its
properties and, to our knowledge, to conduct its business as now being
conducted as described in the Prospectus, except where the failure to so
have any such Permits, individually or in the aggregate, would not have a
Material Adverse Effect;

(xv) The Registration Statement and the Prospectus and any
supplements or amendments thereto (except for the financial statements and
the notes thereto and the schedules and other financial and statistical
data included therein, as to which such counsel need not express any
opinion) comply as to form in all material respects with the requirements
of the Act;

(xvi) The statements in the Registration Statement and
Prospectus, insofar as they are descriptions of contracts, agreements or
other legal documents, or refer to statements of law or legal conclusions,
are accurate and present fairly the information purported to be shown;

(xvii) Except as described in the Prospectus, such counsel does
not know of any holder of any securities of the Company or any of the
Subsidiaries or any other person who has the right, contractual or
otherwise, to cause the Company to sell or otherwise issue to them, or to
permit them to underwrite the sale of, any of the Shares or the right to
have any Common Shares or other securities of the Company included in the
Registration Statement or the right, as a result of the filing of the
Registration Statement, to require the Company to register under the Act
any Common Shares or other securities of the Company, and any registration
rights in connection with the offering contemplated hereby have been
waived;

(xviii) Neither the Company nor any of the Subsidiaries is an
"investment company" or a person "controlled" by an "investment company"
within the meaning of the Investment Company Act of 1940, as amended; and

(xix) All documents incorporated by reference in the Prospectus
(excluding any financial statements and footnotes thereto and other
financial or statistical data included or incorporated by reference
therein, as to which such counsel need express no opinion), at the time
they were filed with the Commission, complied as to form in all material
respects with the requirements of the Exchange Act.

In addition, such counsel shall state that although such counsel has
not undertaken, except as otherwise indicated in their opinion, to determine
independently, and does not assume any responsibility for, the accuracy,
completeness or fairness of the statements in the Registration Statement, such
counsel has participated in the preparation of the Registration Statement and
the Prospectus, including review and discussion of the contents thereof, and
nothing has come to the attention of such counsel that has caused it to believe
that the Registration Statement, at the time the Registration Statement became
effective, contained an untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading, or that the Prospectus, as of its date and as
of the Closing Date or the Option Closing Date, as the case may be, contained an
untrue statement of a material fact or omitted or omits to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or that any amendment
or supplement to the Prospectus, as of its date, and as of the Closing Date or
the Option Closing Date, as the case may be, contained or contains an untrue
statement of a material fact or omitted or omits to state a material fact
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading (it being understood that such
counsel need express no opinion with respect to the financial statements and the
notes thereto and the schedules and other financial and statistical data
included or incorporated by reference in the Registration Statement or the
Prospectus).

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<PAGE>

In rendering their opinion as aforesaid, counsel may rely as to
matters of fact upon certificates of officers of the Company and of governmental
officials, and as to matters of law upon an opinion or opinions, each dated the
Closing Date, of other counsel retained by them or the Company as to laws of any
jurisdiction other than the United States or the Commonwealth of Pennsylvania or
the corporation law of the State of Delaware, provided that (1) each such local
counsel is acceptable to the Representatives, (2) such reliance is expressly
authorized by each opinion so relied upon and a copy of each such opinion or
certificate is delivered to the Representatives and is, in form and substance,
satisfactory to them and counsel for the Underwriters and (3) counsel shall
state in their opinion that they believe that they and the Underwriters are
justified in relying thereon. In rendering their opinion, Drinker Biddle & Reath
LLP may rely as to matters of New York law upon the opinion of Dewey Ballantine
LLP.

(d) You shall have received on the Closing Date an opinion of Dewey
Ballantine LLP, counsel for the Underwriters, dated the Closing Date and
addressed to you, as Representatives of the several Underwriters, with respect
to the matters referred to in clauses (v) (other than subclause (B) thereof),
(vii), (viii), (xv) and the penultimate paragraph of Section 8(c) hereof and
such other related matters as you may request. In rendering their opinion,
Dewey Ballantine LLP may rely as to matters of Pennsylvania law upon the
opinion of Drinker Biddle & Reath LLP.

(e) You shall have received letters addressed to you and dated the
date hereof and the Closing Date from Ernst & Young LLP, independent certified
public accountants, substantially in the forms heretofore approved by you.

(f) (i) No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for that
purpose shall have been instituted or, to the knowledge of the Company,
contemplated by the Commission at or prior to the Closing Date and any request
of the Commission for additional information (to be included in the registration
statement or the prospectus or otherwise) shall have been complied with; (ii)
there shall not have been any change in the capital stock of the Company nor any
material increase in the consolidated short-term or long-term debt of the
Company from that set forth or contemplated in the Registration Statement or the
Prospectus (or any amendment or supplement thereto); (iii) there shall not have
been, since the respective dates as of which information is given in the
Registration Statement and the Prospectus (or any amendment or supplement
thereto), except as may otherwise be stated in the Registration Statement and
Prospectus (or any amendment or supplement thereto), any material adverse change
in the condition (financial or other), business, prospects, properties, net
worth or results of operations of the Company and the Subsidiaries, taken as a
whole; (iv) neither the Company nor any of the Subsidiaries shall have any
liabilities or obligations, direct or contingent (whether or not in the ordinary
course of business), that are material to the Company and the Subsidiaries,
taken as a whole, other than those reflected in or contemplated by the
Registration Statement or the Prospectus (or any amendment or supplement
thereto); and (v) all the representations and warranties of the Company
contained in this Agreement shall be true and correct in all material respects
on and as of the date hereof and on and as of the Closing Date as if made on and
as of the Closing Date, and you shall have received a certificate, dated the
Closing Date and signed by the Chief Executive Officer and the Chief Financial
Officer of the Company (or such other officers as are acceptable to you), as to
the matters set forth in this Section 8(f) and in Section 8(g) hereof.

(g) The Company shall not have failed at or prior to the Closing Date
to have performed or complied with any of its agreements herein contained and
required to be performed or complied with by it hereunder at or prior to the
Closing Date.

(h) You shall have received a certificate dated the Closing Date
signed by the Chief Financial Officer of the Company substantially in the form
heretofore approved by you respecting the Company's compliance with the
financial covenants contained in the Credit Agreement, dated September

17
<PAGE>

14, 1995, as such agreement has been amended from time to time, among the
Company and a syndicate of lending institutions.

(i) The Shares shall have been approved for listing on the Nasdaq
Stock Market's National Market.

(j) The Merck KGaA Sale shall have been consummated on the terms
described in the Prospectus.

(k) The Company shall have furnished or caused to be furnished to you
such further certificates and documents as you shall have reasonably requested.

All such opinions, certificates, letters and other documents will be
in compliance with the provisions hereof only if they are satisfactory in form
and substance to you, as Representatives of the Underwriters, and counsel for
the Underwriters.

Any certificate or document signed by any officer of the Company and
delivered to you, as Representatives of the several Underwriters, or to counsel
for the Underwriters, shall be deemed a representation or warranty by the
Company to each Underwriter as to the statements made therein.

The several obligations of the Underwriters to purchase Additional
Shares hereunder are subject to the satisfaction on and as of any Option Closing
Date of the conditions set forth in this Section 8, except that, if any Option
Closing Date is other than the Closing Date, the certificates, opinions and
letters referred to in paragraphs (c) through (f) and paragraphs (h) and (k)
shall be dated the Option Closing Date in question and the opinions called for
by paragraphs (c) and (d) shall be revised to reflect the sale of Additional
Shares.

9. EXPENSES. The Company agrees to pay the following costs and expenses
and all other costs and expenses incident to the performance by it of its
obligations hereunder: (i) the preparation, printing or reproduction and filing
with the Commission of the Registration Statement (including consolidated
financial statements and exhibits thereto), each Prepricing Prospectus, the
Prospectus, and each amendment or supplement to any of them; (ii) the printing
(or reproduction) and delivery (including postage, air freight charges and
charges for counting and packaging) of such copies of the Registration
Statement, each Prepricing Prospectus, the Prospectus, the Incorporated
Documents and all amendments or supplements to any of them as may be reasonably
requested for use in connection with the offering and sale of the Shares; (iii)
the preparation, printing, authentication, issuance and delivery of certificates
for the Shares, including any stamp taxes in connection with the offering of the
Shares; (iv) the printing (or reproduction) and delivery of this Agreement, the
preliminary and supplemental Blue Sky Memoranda and all other agreements or
documents printed (or reproduced) and delivered in connection with the offering
of the Shares; (v) the additional listing of the Shares on The Nasdaq National
Market; (vi) the registration or qualification of the Shares for offer and sale
under the securities or Blue Sky laws of the several states as provided in
Section 5(g) hereof (including the reasonable fees, expenses and disbursements
of counsel for the Underwriters relating to the preparation, printing or
reproduction and delivery of the preliminary and supplemental Blue Sky Memoranda
and such registration and qualification); (vii) the filing fees and the
reasonable fees and expenses of counsel for the Underwriters in connection with
any filings required to be made with the National Association of Securities
Dealers, Inc. in connection with the offering; (viii) the transportation and
other expenses incurred by or on behalf of representatives of the Company in
connection with presentations to prospective purchasers of the Shares; (ix) the
reasonable fees and expenses of the Company's accountants and the fees and
expenses of counsel (including local and special counsel) for the Company; and
(x) the performance by the Company of its other obligations under this
Agreement.
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10. EFFECTIVE DATE OF AGREEMENT. This Agreement shall become effective:
(i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at
the time this Agreement is executed and delivered, it is necessary for the
registration statement or a post-effective amendment thereto or an Abbreviated
Registration Statement to be declared effective before the offering of the
Shares may commence, when notification of the effectiveness of the registration
statement or such post-effective amendment or Abbreviated Registration Statement
has been released by the Commission. Until such time as this Agreement shall
have become effective, it may be terminated by the Company, by notifying you, or
by you, as Representatives of the several Underwriters, by notifying the
Company.

If any one or more of the Underwriters shall fail or refuse to
purchase Shares which it or they have agreed to purchase hereunder, and the
aggregate number of Shares which such defaulting Underwriter or Underwriters
agreed but failed or refused to purchase is not more than one-tenth of the
aggregate number of Shares which the Underwriters are obligated to purchase on
the Closing Date, each non-defaulting Underwriter shall be obligated, severally,
in the proportion which the number of Firm Shares set forth opposite its name in
Schedule I hereto bears to the aggregate number of Firm Shares set forth
opposite the names of all non-defaulting Underwriters or in such other
proportion as you may specify in accordance with Section 20 of the Master
Agreement Among Underwriters of Smith Barney, Harris Upham & Co. Incorporated
(predecessor of Smith Barney Inc.), to purchase the Shares which such defaulting
Underwriter or Underwriters agreed, but failed or refused, to purchase. If any
Underwriter or Underwriters shall fail or refuse to purchase Shares which it or
they are obligated to purchase on the Closing Date and the aggregate number of
Shares with respect to which such default occurs is more than one-tenth of the
aggregate number of Shares which the Underwriters are obligated to purchase on
the Closing Date and arrangements satisfactory to you and the Company for the
purchase of such Shares by one or more non-defaulting Underwriters or other
party or parties approved by you and the Company are not made within 36 hours
after such default, this Agreement will terminate without liability on the part
of any non-defaulting Underwriter or the Company. In any such case which does
not result in termination of this Agreement, either you or the Company shall
have the right to postpone the Closing Date, but in no event for longer than
seven days, in order that the required changes, if any, in the Registration
Statement and the Prospectus or any other documents or arrangements may be
effected. Any action taken under this paragraph shall not relieve any
defaulting Underwriter from liability in respect of any such default of any such
Underwriter under this Agreement. The term "Underwriter" as used in this
Agreement includes, for all purposes of this Agreement, any party not listed in
Schedule I hereto who, with your approval and the approval of the Company,
purchases Shares which a defaulting Underwriter agreed, but failed or refused,
to purchase.

Any notice under this Section 10 may be given by telegram, telecopy or
telephone but shall be subsequently confirmed by letter.

11. TERMINATION OF AGREEMENT. This Agreement shall be subject to
termination in your absolute discretion, without liability on the part of any
Underwriter to the Company, by notice to the Company, if prior to the Closing
Date or any Option Closing Date (if different from the Closing Date and then
only as to the Additional Shares), as the case may be, (i) trading in securities
generally on the New York Stock Exchange, the American Stock Exchange or The
Nasdaq National Market shall have been suspended or materially limited, (ii) a
general moratorium on commercial banking activities in New York shall have been
declared by either federal or state authorities or (iii) there shall have
occurred any outbreak or escalation of hostilities or other international or
domestic calamity, crisis or change in political, financial or economic
conditions, the effect of which on the financial markets of the United States is
such as to make it, in your judgment, impracticable or inadvisable to commence
or continue the offering of the Shares at the offering price to the public set
forth on the cover page of the Prospectus or to enforce contracts for the resale
of the Shares by the Underwriters. Notice of such termination may be given by
telegram, telecopy or telephone and shall be subsequently confirmed by letter.

19
<PAGE>

12. INFORMATION FURNISHED BY THE UNDERWRITERS. The statements set forth
in the last paragraph on the cover page, the stabilization and passive market
making legends on the inside front cover page and the statements in the first,
third, seventh and eighth paragraphs under the caption "Underwriting" in any
Prepricing Prospectus and in the Prospectus constitute the only information
furnished by or on behalf of the Underwriters through you as such information is
referred to in Sections 6(b) and 7 hereof.

13. MISCELLANEOUS. Except as otherwise provided in Sections 5, 10 and 11
hereof, notice given pursuant to any provision of this Agreement shall be in
writing and shall be delivered (i) if to the Company, at the offices of the
Company at 1310 Goshen Parkway, West Chester, Pennsylvania 19380, Attention:
Jerrold B. Harris, President and Chief Executive Officer, with a copy to Drinker
Biddle & Reath LLP, Suite 300, 1000 Westlakes Drive, Berwyn, Pennsylvania 19312-
2409, Attention: Thomas E. Wood, Esq., or (ii) if to you, as Representatives of
the several Underwriters, care of Smith Barney Inc., 388 Greenwich Street, New
York, New York 10013, Attention: Manager, Investment Banking Division, with a
copy to Dewey Ballantine LLP, 1301 Avenue of the Americas, New York, New York
10019, Attention: Donald J. Murray, Esq.

This Agreement has been and is made solely for the benefit of the
several Underwriters, the Company, its directors, its officers who sign the
Registration Statement and the controlling persons referred to in Section 7
hereof and, to the extent provided herein, their respective successors and
assigns and no other person shall acquire or have any right under or by virtue
of this Agreement. Neither the term "successor" nor the term "successors and
assigns" as used in this Agreement shall include a purchaser from any
Underwriter of any of the Shares in his status as such purchaser.

14. APPLICABLE LAW; COUNTERPARTS. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed within the State of New York.

This Agreement may be signed in various counterparts which together
constitute one and the same instrument. If signed in counterparts, this
Agreement shall not become effective unless at least one counterpart hereof
shall have been executed and delivered on behalf of each party hereto.

20
<PAGE>

Please confirm that the foregoing correctly sets forth the agreement
between the Company and the several Underwriters.

Very truly yours,

VWR SCIENTIFIC PRODUCTS CORPORATION

By:_________________________________________
Jerrold B. Harris
President and Chief Executive Officer

Confirmed as of the date first
above-mentioned on behalf of
themselves and the other several
Underwriters named in Schedule I
hereto.

Smith Barney Inc.
BT Alex. Brown Incorporated
Legg Mason Wood Walker, Incorporated
Lehman Brothers Inc.

As Representatives of the Several Underwriters

By: Smith Barney Inc.

By:______________________________________
Managing Director

21
<PAGE>

SCHEDULE I

VWR SCIENTIFIC PRODUCTS CORPORATION

<TABLE>
<CAPTION>
Number
Underwriter of
Shares
---------
<S> <C>

Smith Barney Inc..................................
BT Alex. Brown Incorporated.......................
Legg Mason Wood Walker, Incorporated..............
Lehman Brothers Inc...............................

Total...................................... 2,750,000
</TABLE>

<PAGE>

EXHIBIT 5

November 18, 1997

VWR Scientific Products Corporation
1310 Goshen Parkway
West Chester, Pennsylvania 19380

Re: Registration Statement on Form S-3
----------------------------------

Ladies and Gentlemen:

As counsel to VWR Scientific Products Corporation (the "Company"), we have
assisted in the preparation of the Company's Registration Statement on Form S-3,
File No. 333-38427 (the "Registration Statement"), filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), on October 22, 1997, relating to the offering by the Company
of up to 2,750,000 of its common shares (the "Offered Shares") and 275,000 of
its common shares to cover over-allotments (the "Over-allotment Shares" and,
together with the Offered Shares, the "Common Shares") as provided in the
Registration Statement.

In connection therewith, we have examined the originals or copies,
certified or otherwise identified to our satisfaction, of the Company's Articles
of Incorporation and By-Laws, each as amended, minutes and resolutions of its
Board of Directors, and such other documents and corporate records relating to
the Company and the issuance of the Common Shares as we have deemed appropriate
for the purpose of rendering this opinion.

In all examinations of documents, instruments and other papers, we have
assumed the genuineness of all signatures on original and certified documents
and the conformity with original and certified documents of all copies submitted
to us as conformed, photostatic or other copies. As to matters of fact which
have not been independently established, we have relied upon representations of
officers of the Company.

Based upon the foregoing, it is our opinion that (i) appropriate corporate
action has been taken to authorize the sale and issuance of the Common Shares to
be sold by the Company and (ii) when issued and sold to the purchasers as
contemplated by the Registration Statement, such shares will be legally issued,
fully paid and nonassessable.
<PAGE>

VWR Scientific Products Corporation
November 18, 1997
Page 2

We hereby consent to the reference to our firm in the Registration
Statement under the Prospectus caption "Legal Matters" and to the inclusion of
this opinion as an exhibit to the Registration Statement. This does not
constitute a consent under Section 7 of the Securities Act because we have not
certified any part of such Registration Statement and do not otherwise come
within the categories of persons whose consent is required under Section 7 or
the rules and regulations of the Securities and Exchange Commission.

Very truly yours,

\s\ DRINKER BIDDLE & REATH LLP

DRINKER BIDDLE & REATH LLP

<PAGE>

EXHIBIT 23.1

CONSENT OF ERNST & YOUNG LLP INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement (Form S-3 No. 333-38427) and
related Prospectus of VWR Scientific Products Corporation for the registration
of 3,025,000 shares of its Common Shares and to the inclusion and
incorporation by reference therein of our report dated February 27, 1997, with
respect to the consolidated financial statements and schedule of VWR
Scientific Products Corporation included in its (Annual Report) Form 10-K for
the year ended December 31, 1996, filed with the Securities and Exchange
Commission.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania

November 17, 1997