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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. 3)
(Final Amendment)
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. 3 (this "Amendment") constitutes the final
amendment to 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, and by Amendment No. 2
thereto, which was filed with the Commission on July 14, 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 10. INTEREST IN SECURITIES OF THE ISSUER.
Item 10 is hereby amended and supplemented as follows:
(a) - (b) As previously reported, the tender offer by Parent's wholly owned
subsidiary, Purchaser, for all outstanding shares of the Company expired, as
scheduled, at 12:00 midnight on Tuesday, July 13, 1999, New York City time. A
total of 13,302,084 shares were tendered and accepted for payment. As a result
of the tender offer, Parent and Purchaser and their affiliates owned 27,751,488
shares of the Company, representing approximately 95.8% of the issued and
outstanding shares. Immediately prior to the intended merger of Purchaser with
and into the Company, which merger will occur as promptly as practicable,
Purchaser will own 27,751,488 shares of the Company, representing approximately
95.8% of the issued and outstanding shares.
On Tuesday, July 20, 1999, Purchaser began making cash payments of $37.00 per
share, the consideration due to holders of shares that were tendered and
accepted for payment.
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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 20, 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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