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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 2)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
VWR SCIENTIFIC PRODUCTS CORPORATION
(Name of Subject Company)
EM SUBSIDIARY, INC.
EM LABORATORIES, INCORPORATED
MERCK KGaA, DARMSTADT, GERMANY
(Bidders)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
918435108
(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
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
COPY TO:
KLAUS H. JANDER, ESQ.
RICHARD T. MCDERMOTT, ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
July 8, 1999
(Continued on following pages)
(Page 1 of 4 pages)
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This Amendment No. 2 (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, 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.
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(b) and (c) are hereby amended and supplemented as follows:
In a press release dated July 8, 1999, EM Industries, Incorporated, the
parent company of Parent, announced that in connection with the currently
pending tender offer by Parent's wholly owned subsidiary, Purchaser, for all
outstanding shares of the Issuer, the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act expired at 11:59 p.m. on July 7, 1999. A copy of the
press release is attached hereto as Exhibit (a)(9) and incorporated herein by
reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented as follows:
(a)(9) Text of Press Release, dated July 8, 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 8, 1999
EM SUBSIDIARY, INC.
By: /s/ Dieter Janssen
------------------------------------------
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: /s/ Klaus-Peter Brandis
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Name: Klaus-Peter Brandis
Title: Departmental Director (Abteilungsdirektor)
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EXHIBIT INDEX
EXHIBIT
(a)(9) Text of Press Release, dated July 8, 1999.
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EXHIBIT (A) (9) TO AMENDMENT NO. 2
PRESS RELEASE OF EM INDUSTRIES, INCORPORATED, DATED JULY 8, 1999
For Immediate Release
Contact: Richard K. Hackett
Vice President, Finance
(914) 592-4660
EM Industries, Incorporated Announces Expiration of Hart-Scott-Rodino
Waiting Period in Connection with Its Indirect Subsidiary's Tender Offer for
Shares of VWR Scientific Products Corporation.
Hawthorne, N.Y., July 8, 1999. - EM Industries, Incorporated announced today
that in connection with the currently pending tender offer by its indirect
wholly-owned subsidiary, EM Subsidiary, Inc., for all outstanding shares of VWR
Scientific Products Corporation at $37.00 per share, net to the seller in cash
without interest, the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act expired at 11:59 p.m. on July 7, 1999.
The tender offer will expire at 12:00 midnight on Tuesday, July 13, 1999,
New York City time, unless the offer is extended.
The tender offer remains subject to the other conditions listed in the offer
to purchase.
EM Subsidiary, Inc. is a wholly owned subsidiary of EM Laboratories,
Incorporated, which 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 Scientific Products Corporation 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.
