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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. 7)
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 14, 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
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1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EM Laboratories, Incorporated
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)|_|
(b)|_|
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3. SEC USE ONLY
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4. SOURCES OF FUNDS
AF
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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
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7. SOLE VOTING POWER
NUMBER OF
UNITS 27,783,889
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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8. SHARED VOTING POWER
0
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9. SOLE DISPOSITIVE POWER
27,783,889
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,783,889
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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)
95.9%
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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. 7, 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 14, 1999, EM Industries, Incorporated, the parent
company of EML, announced that the tender offer by EML's wholly owned
subsidiary, EM Subsidiary, Inc., 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 A and
incorporated herein by reference.
In accordance with Rule 14e-1(c) under the Securities Exchange Act of 1934, EM
Subsidiary, Inc. 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 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A.Press Release of EM Industries, Incorporated, dated July 14,
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 14, 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. 7
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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