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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. 4)
(FINAL AMENDMENT)
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 20, 1999
(Continued on following pages)
(Page 1 of 3 pages)
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This Amendment No. 4 (this "Amendment") constitutes the final amendment to
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, Amendment No. 2 thereto,
which was filed with the Commission on July 8, 1999, and Amendment No. 3
thereto, which was filed with the Commission on July 14, 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 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Items 6 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 Issuer 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 Issuer, representing approximately 95.8% of the issued and
outstanding shares. Immediately prior to the intended merger of Purchaser with
and into the Issuer, which merger will occur as promptly as practicable,
Purchaser will own 27,751,488 shares of the Issuer, 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.
Dated: July 20, 1999
EM SUBSIDIARY, INC.
By: /s/ Dieter Janssen
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Name: Dieter Janssen
Title: President
EM LABORATORIES, INCORPORATED
By: /s/ Stephen J. Kunst
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Name: Stephen J. Kunst
Title: Vice-President & Secretary
MERCK KGaA, DARMSTADT, GERMANY
By: Klaus-Peter Brandis
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Name: Klaus-Peter Brandis
Title: Departmental Director (Abteilungsdirektor)
