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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
VWR SCIENTIFIC PRODUCTS CORPORATION
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(Name of Subject Company)
EM SUBSIDIARY, INC.
EM LABORATORIES, INCORPORATED
MERCK KGaA, DARMSTADT, GERMANY
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(Bidders)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
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(Title of Class of Securities)
918435108
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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
(914) 592-4660
Copy to:
KLAUS H. JANDER, ESQ.
RICHARD T. MCDERMOTT, ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
July 14, 1999
(Continued on following pages)
(Page 1 of 4 pages)
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This Amendment No. 3 (this "Amendment") amends and supplements the Tender
Offer Statement on Schedule 14D-1 (the "Schedule 14D-1"), which was originally
filed with the Securities and Exchange Commission (the "Commission") on June 14,
1999 by Merck KGaA, Darmstadt, Germany, a corporation organized under the laws
of Germany ("Merck KGaA"), EM Laboratories, Incorporated, a New York corporation
and an indirect subsidiary of Merck KGaA ("Parent"), and EM Subsidiary, Inc., a
Pennsylvania corporation and a wholly owned subsidiary of Parent ("Purchaser"),
as amended and supplemented by Amendment No. 1 thereto, which was filed with the
Commission on July 2, 1999, and Amendment No. 2 thereto, which was filed with
the Commission on July 8, 1999, relating to Purchaser's tender offer for all
outstanding shares of Common Stock, par value $1.00 per share, of VWR Scientific
Products Corporation, a Pennsylvania corporation (the "Issuer"), 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, a copy of which has been filed as Exhibit (a)(1) to the Schedule 14D-1,
and in the related Letter of Transmittal, a copy of which has been filed as
Exhibit (a)(2) to the Schedule 14D-1 (which, together with any supplements or
amendments thereto, collectively constitute the "Offer").
All capitalized terms used in this Amendment shall have the meanings
attributed to them in the Schedule 14D-1. The item number and responses thereto
are in accordance with the requirements of Schedule 14D-1.
ITEM 10. ADDITIONAL ITEMS TO BE FURNISHED.
Items 10 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 (a)(11) 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 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented as follows:
(a)(11) 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.
Dated: 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
(a)(11) Text of Press Release, dated July 14, 1999.
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EXHIBIT (A) (11) TO AMENDMENT NO. 3
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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