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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. 6)
VWR SCIENTIFIC PRODUCTS CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
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(Title of Class of Securities)
918435 10 8
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(CUSIP Number)
KLAUS H. JANDER, ESQ.
RICHARD T. MCDERMOTT, ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NY 10166
(212) 878-8000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JULY 8, 1999
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box |_|
Note. Schedules filed in paper format should include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7(b) for the other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
Exhibit begins on Page 5
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CUSIP NO. 918435 10 8 13D PAGE 2 OF 5 PAGES
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EM Laboratories, Incorporated
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)|_|
(b)|_|
3. SEC USE ONLY
4. SOURCES OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
NUMBER OF
UNITS 15,438,274
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 0
PERSON WITH
9. SOLE DISPOSITIVE POWER
15,438,274
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,438,274
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.89%
14. TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
FILED PURSUANT TO RULE 13d-1
OF THE GENERAL RULES AND REGULATIONS UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
This Amendment No. 6, which relates to shares of the common stock, par
value $1.00 per share (the "Common Stock") of VWR Scientific Products
Corporation (the "Issuer") and is being filed by EM Laboratories, Inc. ("EML"),
supplements and amends the statement on Schedule 13D originally filed with the
Commission, as amended.
ITEM 4. PURPOSE OF THE TRANSACTION.
Item 4 is amended as follows:
In a press release dated July 8, 1999, EM Industries, Incorporated, the parent
company of EML, announced that in connection with the currently pending tender
offer by EML's wholly owned subsidiary, EM Subsidiary, Inc., for all outstanding
shares of the Issuer, the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act expired at 11:59 p.m. on July 7, 1999. A copy of the press
release is attached hereto as Exhibit A and incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A. Press Release of EM Industries, Incorporated, dated July
8, 1999.
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SIGNATURES
After reasonable 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.
Dated: July 8, 1999
EM LABORATORIES, INCORPORATED
By: /s/ Stephen J. Kunst
Name: Stephen J. Kunst
Title: Vice-President and Secretary
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EXHIBIT A TO AMENDMENT NO. 6
PRESS RELEASE OF EM INDUSTRIES, INCORPORATED, DATED JULY 8, 1999
For Immediate Release
Contact: Richard K. Hackett
Vice President, Finance
(914) 592-4660
EM Industries, Incorporated Announces Expiration of Hart-Scott-Rodino Waiting
Period in Connection with Its Indirect Subsidiary's Tender Offer for Shares of
VWR Scientific Products Corporation.
Hawthorne, N.Y., July 8, 1999. - EM Industries, Incorporated announced today
that in connection with the currently pending tender offer by its indirect
wholly-owned subsidiary, EM Subsidiary, Inc., for all outstanding shares of VWR
Scientific Products Corporation at $37.00 per share, net to the seller in cash
without interest, the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act expired at 11:59 p.m. on July 7, 1999.
The tender offer will expire at 12:00 midnight on Tuesday, July 13, 1999, New
York City time, unless the offer is extended.
The tender offer remains subject to the other conditions listed in the offer to
purchase.
EM Subsidiary, Inc. is a wholly owned subsidiary of EM Laboratories,
Incorporated, which 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 Scientific Products Corporation 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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