<PAGE>1
As filed with the Securities and Exchange Commission on April 29, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VWR SCIENTIFIC PRODUCTS CORPORATION
(Exact name of issuer as specified in its charter)
Pennsylvania 91-1319190
(state or other jurisdiction of (IRS Employer Indentifi-
incorporation or organization) cation Number)
1310 Goshen Parkway
West Chester, Pennsylvania 19380
(Address of Principal Executive Offices) (Zip Code)
VWR SCIENTIFIC PRODUCTS CORPORATION
NON-EMPLOYEE DIRECTORS' RESTRICTED STOCK PLAN
(Full title of the plan)
David M. Bronson, Senior Vice President and Secretary
VWR Scientific Products Corporation
1310 Goshen Parkway
West Chester, Pennsylvania 19380
(Name and address of agent for service)
(610) 431-1700
(Telephone number, including area code,
of agent for service)
Copy to:
Thomas E. Wood, Esquire
Drinker Biddle & Reath LLP
Suite 300, 1000 Westlakes Drive
Berwyn, Pennsylvania 19312
<PAGE>2
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Titles o Amount Maximum Maximum
Securities To Be Offering Aggregate Amount of
To Be Regis- Price Offering Registration
Registered tered Per Share ** Price ** Fee**
__________ _______ ____________ _____________ ____________
Common 25,000 $34.6875 $867,187.50 $255.82
Shares, shares*
par value
$1.00 per
share
* Pursuant to Rule 416(a), this Registration Statement also registers
such indeterminate number of additional shares as may become issuable under
the Plan in connection with share splits, share dividends
or similar transactions.
** Calculated pursuant to Rule 457(h). The price is computed based upon
$34.6875 the average of the highest and lowest selling prices of the
Company's Common Shares on April 23, 1998, as reported by the Nasdaq
National Market.
<PAGE>3
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
(Not required to be filed as part of this Registration Statement)
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
VWR Scientific Products Corporation (the "Company")
hereby incorporates into this Registration Statement by reference
the following documents:
The Annual Report on Form 10-K of VWR Scientific Products
Corporation (the "Registrant") for the fiscal year ended
December 31, 1997.
The description of the Registrant's Common Stock contained in the
Form 10 of the Registrant filed under the Securities Exchange
Act of 1934 (the "Exchange Act") on January 10, 1986 (file no.
0-14139) (registering the Registrant's Common Stock and
containing a description thereof), including any amendment or
report filed for the purpose of updating such description; and
The description of the Rights attached to the Registrant's Common
Stock contained in the Form 8-A of the Registrant filed under
the Exchange Act on May 23, 1988 (registering the Rights
attached to the Registrant's Common Stock and containing a
description of such Rights and the Rights Agreement of the
Registrant and the Rights Agent named therein), including any
amendment or report filed for the purpose of updating such
description.
All reports subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of the Registration Statement and prior to the filing of a
<PAGE>4
post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the
date of filing of such documents. Any statement contained in a
document incorporated by reference herein shall be deemed to be
modified or superseded for the purposes hereof to the extent that a
statement contained herein (or in any subsequently filed document
which also is incorporated by reference herein) modifies or
supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part hereof.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article XIV of the Registrant's Amended and Restated
Articles of Incorporation eliminated the personal liability of a
director for monetary damages for any action taken, or failure to
take any action, to the fullest extent permitted by the
Pennsylvania Business Corporation Law ("PBCL").
Section 6.1 of the Registrant's Bylaws provides for
indemnification by the Registrant of each person who was or is made
a party or is threatened to be made a party to or is involved in
any threatened, pending or completed action, suit or proceeding by
reason of the fact that he or she is or was a director or officer
of the Registrant or, being or having been such a director or
<PAGE>5
officer, is or was serving at the request of the Registrant as a
director, officer, partner, trustee, employee or agent or another
corporation or of a partnership, joint venture, trust or other
enterprise to the fullest extent not prohibited by the PBCL, public
policy, or other applicable law.
In addition, the Registrant has purchased an insurance
policy which, subject to certain restrictions and exclusions,
provides insurance to the Registrant's directors and officers
against loss (including expenses incurred in the defense of
actions, suits or proceedings in connection therewith) arising from
acts or failures to act while serving as directors and officers of
the Registrant.
The PBCL provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or proceeding, whether
civil, criminal, administrative or investigative (other than a
derivative action by or in the right of such corporation) by reason
of the fact that the person is or was a representative of the
corporation (or is or was serving at the request of the corporation
as a representative of another corporation) against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such
action or proceeding, if such person acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best
interests of such corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
The PBCL also permits indemnification by a corporation
under similar circumstances for expenses (including attorneys'
fees) actually and reasonably incurred by such persons in
connection with the defense or settlement of a threatened, pending
or completed derivative action, except that no indemnification
shall be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to such
<PAGE>6
corporation unless the court of common pleas of the judicial
district embracing the county in which the registered office of the
corporation is located or the court in which such action was
brought determines upon application that such person is fairly and
reasonably entitled to indemnity for such expenses which such court
shall deem proper.
The PBCL provides that the indemnification described
above shall not be deemed exclusive of other indemnification that
may be granted by a corporation pursuant to its By-Laws,
disinterested directors' vote, shareholders' vote, agreement or
otherwise; provided that the indemnification shall not be made in
any case where the act or failure to act giving rise to the claim
for indemnification is determined by a court to have constituted
willful misconduct or recklessness.
The PBCL also empowers corporations to purchase and
maintain insurance on behalf of any person who is or was a
representative of the corporation, or is or was serving at the
request of the corporation as a representative for another
corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him in any such capacity, or
arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability as
described above.
Item 7. Exemption from Registration Claimed.
Not applicable.
<PAGE>7
Item 8. Exhibits.
Exhibit 4.1* The VWR Scientific Products
Corporation Non-Employee Directors'
Restricted Stock Plan.
Exhibit 4.2 The Rights Agreement dated May 20,
1988 between the Registrant and The
First Jersey National Bank
(incorporated by reference to Exhibit
1 of the Registrant's Form 8-A filed
on May 23, 1988).
Exhibit 4.2(a) Amendment to the Rights Agreement
dated May 20, 1988 between the
Registrant and The First Jersey
National Bank (incorporated by
reference to the Registrant's Form 8
dated June 14, 1988).
Exhibit 4.2(b) Amendment No. 1, dated as of February
23, 1995, to the Rights Agreement,
dated May 20, 1988, between VWR
Scientific Products Corporation
(formerly known as VWR Corporation)
and First Interstate Bank of
Washington, N.A., successor to The
First Jersey National Bank
(incorporated by reference to Exhibit
4 of the Registrant's Form 8-K dated
as of February 23, 1995).
Exhibit 5* Opinion of Drinker Biddle & Reath
LLP, counsel to Registrant.
Exhibit 23.1* Consent of Ernst & Young LLP,
independent auditors.
<PAGE>8
Exhibit 23.2* Consent of Drinker Biddle & Reath LLP
(included in Exhibit 5).
Exhibit 24 Power of Attorney (included on
<PAGE>10)
___________________________________
* Filed herewith.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement;
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high
and of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in value and price represent no more than a 20% change in
the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement;
and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
<PAGE>9
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
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
PAGE<8>
reference in the Registration Statement 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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
<PAGE>10
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.
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-
8 and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in West
Chester, Pennsylvania, on this 29 day of April, 1998.
VWR SCIENTIFIC PRODUCTS CORPORATION
By: /s/ Jerrold B. Harris
Jerrold B. Harris,
President and Chief Executive Officer
Each person whose signature appears below hereby
constitutes and appoints Jerrold B. Harris and David M. Bronson or
either of them as his attorneys-in-fact and agents, with full power
of substitution and resubstitution for him, in any and all
capacities, to sign any or all amendments or post-effective
amendments to this Registration Statement, and to file the same,
with exhibits thereto and other documents in connection therewith,
granting unto each of such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing
requisite and necessary in connection with such matters and hereby
ratifying and confirming all that each of such attorneys-in-fact
and agents or his substitutes may do or cause to be done by virtue
hereof.
<PAGE>11
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature
Title
Date
/s/Jerrold B. Harris President and Chief April 29, 1998
Jerrold B. Harris Executive Officer
(Principal Executive
Officer)
/s/David M. Bronson Senior Vice President April 29, 1998
David M. Bronson Finance and Chief
Financial Officer (Principal
Financial Officer)
/s/James W. Bernard Director April 29, 1998
James W. Bernard
<PAGE>10
/s/Richard E. Engebrecht Director April 29, 1998
Richard E. Engebrecht
/s/Wolfgang Honn Director April 29, 1998
Wolfgang Honn
/s/Dieter Janssen Director April 29, 1998
Dieter Janssen
/s/Stephen J. Kunst Director April 29, 1998
Stephen J. Kunst
/s/Edward A. McGrath, Jr. Director April 29, 1998
Edward A. McGrath, Jr.
/s/Donald P. Nielsen Director April 29, 1998
Donald P. Nielsen
<PAGE>12
/s/N. Stewart Rogers Director April 29, 1998
N. Stewart Rogers
/s/Dr. Harald J. Schroder Director April 29, 1998
Dr. Harald J. Schroder
/s/Walter W. Zywottek Director April 29, 1998
Walter W. Zywottek
<PAGE>13
EXHIBIT INDEX
Number Description
Exhibit 4.1* The VWR Scientific Products Corporation Non-
Employee Directors' Restricted Stock Plan.
Exhibit 4.2 The Rights Agreement dated May 20, 1988 between
the Registrant and The First Jersey National
Bank (incorporated by reference to Exhibit 1 of
the Registrant's Form 8-A filed on May 23,
1988).
Exhibit 4.2(a) Amendment to the Rights Agreement dated May 20,
1988 between the Registrant and The First
Jersey National Bank (incorporated by reference
to the Registrant's Form 8 dated June 14,
1988).
Exhibit 4.2(b) Amendment No. 1, dated as of February 23, 1995,
to the Rights Agreement, dated May 20, 1988,
between VWR Scientific Products Corporation
(formerly known as VWR Corporation) and First
Interstate Bank of Washington, N.A., successor
to The First Jersey National Bank (incorporated
by reference to Exhibit 4 of the Registrant's
Form 8-K dated as of February 23, 1995).
Exhibit 5* Opinion of Drinker Biddle & Reath LLP, counsel
to Registrant.
Exhibit 23.1* Consent of Ernst & Young LLP, independent
auditors.
Exhibit 23.2* Consent of Drinker Biddle & Reath LLP (included
in Exhibit 5).
Exhibit 24 Power of Attorney (included on <PAGE>10)
_______________________________
* Filed herewith.
BE:51297_1.WP5
Exhibit 4.1
VWR SCIENTIFIC PRODUCTS CORPORATION
NON-EMPLOYEE DIRECTORS' RESTRICTED STOCK PLAN
SECTION 1
Purpose
The purpose of this VWR SCIENTIFIC PRODUCTS CORPORATION NON-
EMPLOYEE DIRECTORS' RESTRICTED STOCK PLAN ("Plan") is to provide an
opportunity for certain non-employee directors of VWR SCIENTIFIC
PRODUCTS CORPORATION ("Company") to increase their interests as
shareholders of the Company, and thereby align their interests with
other shareholders, by electing to receive stock subject to restrictions
("Restricted Stock") in lieu of payment of their annual cash retainer.
SECTION 2
Administration
The Plan shall be administered by the Board of Directors of the
Company ("the Board"). No member of the Board shall be liable for any
action or determination made in good faith with respect to the Plan.
SECTION 3
Eligibility
A director of the Company who is not also an officer or other
employee of the Company or one of its subsidiaries, and who is not
designated by EM Laboratories, Incorporated to be elected to the Board
(an "Eligible Director") shall be eligible to participate in this Plan.
SECTION 4
Stock
The number of common shares of the Company, par value $ 1.00 per
share ("Common Shares"), available under the Plan shall be 25,000
shares, subject to adjustment as hereinafter provided. Shares issuable
under the Plan may be authorized but unissued shares or reacquired
shares, as the Board may determine from time to time.
Any shares of Restricted Stock which are forfeited shall continue
to be available under the Plan.
SECTION 5
Restricted Stock
(a) Election. Each Eligible Director may elect to receive
Restricted Stock under the Plan in lieu of payment of his annual cash
retainer with respect to up to three successive annual terms for which
such retainer is payable (the "Annual Period"). Any such election shall
(i) be in writing;
(ii) be irrevocable;
(iii) state an effective date which shall be the
first day of the Annual Period beginning on or after the date of
such election (the "Effective Date"); and
(iv) apply to the cash retainer otherwise
payable with respect to the Annual Period beginning on the
Effective Date and, if so elected by the Eligible Director, the
Annual Periods beginning on the date of the first and second
annual meetings of shareholders following the Effective Date.
(b) Issuance and Delivery of Certificates. As of the
Effective Date of an Eligible Director's election pursuant to subsection
(a), the Company shall issue certificates representing Restricted Stock
in the name of the Eligible Director. The number of shares of
Restricted Stock to be issued (rounded up to a whole number of shares if
necessary) shall be determined by dividing (i) the aggregate retainer
deferred by the Eligible Director pursuant to the election described in
subsection (a), by (ii) the Fair Market Value of Common Shares on the
Effective Date. The term "Fair Market Value" shall mean the close price
for the Common Stock as of 4:00 p.m. Eastern Time on the Effective Date
on the principal trading exchange or national automated stock quotation
system on which the Common Shares are traded or quoted.
Certificates representing Restricted Stock shall bear a
legend indicating that they are subject to the terms of the Plan and the
Restricted Stock Agreement (as hereinafter defined) and that they may
not be sold, exchanged, transferred, pledged, hypothecated or otherwise
disposed of except in accordance with the terms of the Plan and the
Restricted Stock Agreement. Upon issuance of such certificates, the
Eligible Director shall immediately execute a stock power or other
instrument of transfer, appropriately endorsed in blank, to be held with
the certificates by the Company pursuant to the terms of the Plan and
the Restricted Stock Agreement.
(c) Vesting Period. A portion of the Restricted Stock
awarded under this Plan shall become vested on the day before the annual
meeting of shareholders immediately following the Effective Date, and on
each of the days immediately preceding the second and third annual
meetings of shareholders following the Effective Date. The portion
shall be a fraction, the numerator of which is one, and the denominator
of which is the number of Annual Periods to which the Eligible
Director's deferral election applies. Further, Restricted Stock shall
become vested at the earliest of:
(i) the Eligible Director's death or disability
(within the meaning of section 22(e)(3) of the Internal Revenue
Code of 1986, as amended (the "Code"));
(ii) the Eligible Director's resignation or failure to
stand for re-election with the consent of the Board (which shall
mean approval of at least 80 percent of the directors voting, with
the affected director abstaining), or any failure to be re-elected
after being duly nominated; provided, however, that the number of
shares of Restricted Stock which shall become vested shall be a
pro rata portion of the remaining unvested shares determined by
dividing (A) the full months served by the director since the last
annual meeting of shareholders through the effective date of the
resignation or failure to be re-elected, by (B) the remaining
months covered by the Eligible Director's deferral election; or
(iii) such date as the Board, in its sole discretion,
determines, in case of such events as retirement, merger,
consolidation, reorganization, tender offer, takeover bid, sale of
assets, or dissolution.
(d) Rights as a Shareholder Prior to Vesting. An Eligible
Director shall be entitled to receive dividends paid on Restricted Stock
issued in his name, shall have the right to vote such Restricted Stock,
and shall have all other shareholder's rights with respect to such
Restricted Stock, except that (1) the Eligible Director will not be
entitled to delivery of the stock certificate, (2) the Company will
retain custody of the Common Shares, and (3) the Restricted Stock will
revert to the Company to the extent not vested under subsection (c) on
the date the Eligible Director's service as a director of the Company
shall terminate.
(e) Restricted Stock Agreement. Each Eligible Director
making an election described in subsection (a) shall enter into, and be
bound by the terms of, a written document evidencing Restricted Stock
issued in his name ("Restricted Stock Agreement").
SECTION 6
Capital Adjustments
The number of shares which may be issued under the Plan, as
stated in Section 4 hereof, and the number of unvested shares of
Restricted Stock issued hereunder shall, subject to the provisions of
section 424(a) of the Code, be adjusted to reflect any stock dividend,
stock split, share combination, or similar change in the capitalization
of the Company. Such adjustments shall be made only as necessary to
maintain the proportionate interests of Eligible Directors and preserve,
without exceeding, the value of Restricted Stock.
SECTION 7
Amendment or Discontinuance of the Plan
At any time and from time to time, the Board may suspend or
terminate the Plan or amend it, and may amend any Restricted Stock
Agreements evidencing unvested Restricted Stock, in any respect
whatsoever, except that the approval by the affirmative votes of holders
of at least a majority of the shares present, or represented, and
entitled to vote at a duly held meeting of shareholders of the Company
shall be required for any amendment for which shareholder approval is
required under the principal trading exchange or national automated
stock quotation system on which the Common Shares are traded or quoted.
Notwithstanding the foregoing, no such suspension,
discontinuance or amendment shall materially impair the rights of any
Eligible Director in whose name Restricted Stock has been issued without
the consent of such Eligible Director.
SECTION 8
Miscellaneous
(a) Governing Law. The Plan and the Restricted Stock
Agreements entered into hereunder, shall be governed by applicable
federal law and otherwise by the laws of the Commonwealth of
Pennsylvania.
(b) Non-Transferability. Restricted Stock issued hereunder
shall not be assignable or transferable by the Eligible Director
otherwise than by will or by the laws of descent and distribution.
(c) Listing and Registration of Shares. Restricted Stock
shall be subject to the requirement that, if at any time the Company
shall determine, in its discretion, that the listing, registration or
qualification of the shares covered thereby upon any securities exchange
or under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition
of, or in connection with, the issuance of Restricted Stock or the
vesting of shares thereunder, or that action by the Company or by the
Eligible Director should be taken in order to obtain an exemption from
any such requirement, no shares shall be delivered pursuant to the
vesting of Restricted Stock, unless and until such listing,
registration, qualification, consent, approval, or action shall have
been effected, obtained, or taken under conditions acceptable to the
Company. Without limiting the generality of the foregoing, each
Eligible Director or his or her legal representative or beneficiary may
also be required to give satisfactory assurance that shares "purchased"
upon the vesting of Restricted Stock are being "purchased" for
investment and not with a view to distribution, and certificates
representing such shares may be legended accordingly.
IN WITNESS WHEREOF, VWR SCIENTIFIC PRODUCTS
CORPORATION has caused these presents to be duly executed, under seal,
this 29 day of April, 1998.
VWR SCIENTIFIC PRODUCTS
CORPORATION
_____________________________ By:____________________________
David M. Bronson, Secretary Jerrold B. Harris, Chief
Executive Officer and President
EXHIBIT 5
April 29, 1998
VWR Scientific Products Corporation
Goshen Corporate Park West
1310 Goshen Parkway
West Chester, Pennsylvania 19380
Re: VWR Scientific Products Corporation
Securities and Exchange Commission
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to VWR Scientific Products Corporation
(the "Company") in connection with the preparation and filing with the
Securities and Exchange Commission of the Company's Registration
Statement on Form S-8 under the Securities Act of 1933 (the
"Registration Statement") relating to 25,000 shares of Common Stock of
the Company, par value $1.00 per share (the "Shares"), issuable pursuant
to its Non-Employee Directors' Restricted Stock Plan (the "Plan").
In this capacity, we have reviewed originals or copies, certified
or otherwise identified to our satisfaction, of the Company's
Certificate of Incorporation, its By-laws, resolutions of its Board of
Directors, the Plan, and such other documents and corporate records as
we have deemed appropriate for the purpose of giving this opinion.
Based upon the foregoing and consideration of such questions of
law as we have deemed relevant, we are of the opinion that the issuance
of the Shares by the Company pursuant to the Plan has been duly
authorized by the necessary corporate action of the Board of Directors
of the Company and such Shares, upon payment therefor in accordance with
the terms of the Plan will be validly issued, fully paid and
nonassessable by the Company.
The opinions expressed herein are limited to the federal laws of
the United States and the Business Corporation Law of the Commonwealth
of Pennsylvania.
We consent to the use of this opinion as an exhibit to the
Registration Statement. This does not constitute a consent under
Section 7 of the Securities Act of 1933 since we have not certified any
part of the 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,
DRINKER BIDDLE & REATH LLP
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the VWR Scientific Products
Corporation Non-Employee Directors' Restricted Stock Plan of our report
dated February 17, 1998, 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, 1997,
filed with the Securities and Exchange Commission.
/s/Ernst & Young LLP
ERNST & YOUNG LLP
Philadelphia, Pennsylvania
April 24, 1998
