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. 5)
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)
June 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 4 Pages)
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CUSIP No. 918435 10 8 13D Page 2 of 4 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 15,538,784
BENEFICIALLY
OWNED BY ==========================================================
EACH 8. SHARED VOTING POWER
REPORTING
PERSON WITH 0
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9. SOLE DISPOSITIVE POWER
15,538,784
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,538,784
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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)
49.89%
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14. TYPE OF REPORTING PERSON
CO
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<PAGE>
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. 5, 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:
On June 8, 1999, Merck KGaA, the ultimate parent company of EML, announced that
EML had entered into an Agreement and Plan of Merger, dated as of June 8, 1999
(the "Merger Agreement"), by and among EML, EM Subsidiary, Inc., a Pennsylvania
corporation and wholly owned subsidiary of EML ("Sub"), and the Issuer.
Pursuant to the terms of the Merger Agreement, on June 14, 1999, Sub commenced a
tender offer (the "Offer") to acquire all of the Common Stock not currently held
by EML and its affiliates (including its affiliate Merck Labor GmbH) for $37.00
per share (the "Offer Price"), to be followed by a merger in which any remaining
stock of the Issuer will be exchanged for cash at the same per share price paid
in the Offer.
On June 14, 1999 a Tender Offer Statement on Schedule 14D-1 and a Transaction
Statement on Schedule 13E-3, each of which relates to the Offer, were filed on
behalf of Merck KGaA, EML and Sub.
<PAGE>
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: June 14, 1999
EM LABORATORIES, INCORPORATED
By: /s/ Stephen J. Kunst
________________________________
Name: Stephen J. Kunst
Title: Vice-President and Secretary
