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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
(Amendment No. 2)
VWR SCIENTIFIC PRODUCTS CORPORATION
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(Name of the Issuer)
EM SUBSIDIARY, INC.
EM LABORATORIES, INCORPORATED
MERCK KGaA, DARMSTADT, GERMANY
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(Name of Persons Filing Statement)
COMMON SHARES, PAR VALUE $1.00 PER SHARE
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(Title of Class of Securities)
918435108 - COMMON SHARES
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(CUSIP Number of Class of Securities)
STEPHEN J. KUNST
VICE PRESIDENT AND SECRETARY
EM SUBSIDIARY, INC.
C/O EM LABORATORIES, INCORPORATED
7 SKYLINE DRIVE
HAWTHORNE, NEW YORK 10532
TELEPHONE: (914) 592-4660
with a copy to:
KLAUS H. JANDER, ESQ.
RICHARD T. MCDERMOTT, ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166-0153
TELEPHONE: (212) 878-8000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [_] The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C, or Rule
13e-3(c) under the Securities Exchange Act of 1934
b. [_] The filing of a registration statement under the
Securities Exchange Act of 1933.
c. [X] A tender offer.
d. [_] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies. [_]
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This Amendment No. 2 (this "Amendment") amends and supplements
the Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule
13E-3"), which was originally filed with the Securities and Exchange
Commission (the "Commission") on June 14, 1999 by Merck KGaA,
Darmstadt, Germany, a German company ("Merck KGaA"), EM Laboratories,
Incorporated, a New York corporation ("Parent") and an indirect
subsidiary of Merck KGaA and EM Subsidiary, Inc., a Pennsylvania
corporation ("Purchaser") and a wholly-owned subsidiary of Parent, as
amended and supplemented by Amendment No. 1 thereto, which was filed
with the Commission on July 2, 1999, in connection with the tender
offer by Purchaser, Parent and Merck KGaA to purchase all outstanding
shares of common stock, par value $1.00 per share of VWR Scientific
Products Corporation, a Pennsylvania corporation (the "Company"), at
$37.00 per Share, net to the seller in cash without interest thereon,
upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated June 14, 1999, of Purchaser, Parent and Merck KGaA (the
"Offer to Purchase") and in the related Letter of Transmittal (which,
together with any supplements or amendments thereto, collectively
constitute the "Offer").
ITEM 16. ADDITIONAL INFORMATION
Item 16 is hereby amended and supplemented as follows:
In a press release dated July 14, 1999, EM Industries, Incorporated, the parent
company of Parent, announced that the tender offer by Parent's wholly owned
subsidiary, Purchaser, for all outstanding shares of the Issuer, expired, as
scheduled, at 12:00 midnight on Tuesday, July 13, 1999, New York City time. A
copy of the press release is attached hereto as Exhibit (d)(9) and incorporated
herein by reference.
In accordance with Rule 14e-1(c) under the Securities Exchange Act of 1934,
Purchaser will promptly pay the consideration due to holders of shares that have
been accepted for payment. Upon the final determination of and payment for
shares validly tendered, a final Amendment to this Statement will be filed,
reporting the final results of the Offer.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS
Exhibit (d)(9) Text of Press Release, dated July 14, 1999.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
July 14, 1999
EM SUBSIDIARY, INC.
By: /s/ Dieter Janssen
Name: Dieter Janssen
Title: President
EM LABORATORIES, INCORPORATED
By: /s/ Stephen J. Kunst
Name: Stephen J. Kunst
Title: Vice-President & Secretary
MERCK KGaA, DARMSTADT, GERMANY
By: /s/ Klaus-Peter Brandis
Name: Klaus-Peter Brandis
Title: Departmental Director
(Abteilungsdirektor)
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EXHIBIT INDEX
EXHIBIT
(d)(9) Text of Press Release, dated July 14, 1999.
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EXHIBIT (D) (9) TO AMENDMENT NO. 2
PRESS RELEASE OF EM INDUSTRIES, INCORPORATED, DATED JULY 14, 1999
For Immediate Release
Contact: Richard K. Hackett
Vice President, Finance
(914) 592-4660
EM Industries, Incorporated Announces Expiration of Indirect Subsidiary's Tender
Offer for Shares of VWR Scientific Products Corporation.
Hawthorne, N.Y., July 14, 1999. - EM Industries, Incorporated announced today
that the tender offer by its indirect wholly-owned subsidiary, EM Subsidiary,
Inc., for all outstanding shares of VWR Scientific Products Corporation (Nasdaq:
VWRX) at $37.00 per share, net to the seller in cash without interest, expired
as scheduled at 12:00 midnight on Tuesday, July 13, 1999, New York City time.
Based on a preliminary count, 13,334,485 shares were tendered (including 478,102
shares tendered pursuant to notices of guaranteed delivery) and accepted for
payment, representing approximately 91.8% of the issued and outstanding shares
held by persons other than EM Laboratories, Incorporated, and its affiliates. On
Wednesday, July 14, 1999, effective as of 12:01 a.m., all shares validly
tendered and not withdrawn prior to the expiration of the tender offer were
accepted for payment. Prior to the tender offer, EM Laboratories and its
affiliates owned 14,449,404 shares of VWR, representing approximately 49.9% of
the issued and outstanding shares. Based on the preliminary count of shares
tendered, as a result of the tender offer, EM Laboratories and its affiliates
will own approximately 95.9% of the issued and outstanding shares of VWR.
EM Laboratories, Incorporated intends to effect the merger of EM Subsidiary,
Inc., with and into VWR as promptly as practicable. As a result of its purchase
of shares tendered in the tender offer, EM Subsidiary, Inc., owns a sufficient
number of shares to enable EM Subsidiary, Inc. to effect such merger without a
vote or meeting of VWR's shareholders. Pursuant to the merger, shares of VWR
stock that were not tendered into the offer will be canceled and converted
automatically into the right to receive $37.00 in cash, subject to dissenters
rights. Following the merger, VWR will become a wholly owned subsidiary of EM
Laboratories, Incorporated.
EM Laboratories, Incorporated, is a wholly owned subsidiary of EM Industries,
Incorporated, a member of the Merck KGaA, Darmstadt, Germany group of companies
focused on the global pharmaceutical, specialty chemicals and laboratory
markets.
VWR distributes laboratory supplies, chemicals and equipment to life science,
educational and industrial organizations throughout the United States and
Canada. The company also distributes critical environmental ("cleanroom")
supplies and apparel to manufacturers of electronics, medical devices and
pharmaceuticals.
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