FISHER SCIENTIFIC INTERNATIONAL INC
SC 13G/A, 1996-05-13
PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                 SCHEDULE 13G
            Information Statement Pursuant to Rules 13d-1 and 13d-2
                                Amendment No. 5


                     Fisher Scientific International, Inc.
                     -------------------------------------
                               (Name of Issuer)


                                 Common Stock
                     -------------------------------------
                        (Title of Class of Securities)


                                   338032105
                     -------------------------------------
                                (CUSIP Number)



Check the following box if a fee is being paid with this statement ___. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in item 1: and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)



                        (Continued on following pages)

                               Page 1 of 5 Pages
<PAGE>
 
- ----------
CUSIP. NO.
338032105
- ----------

1  NAME OF REPORTING PERSON
   S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
        
        The Goldman Sachs Group, L.P.

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP             (a) [_]

                                                                (b) [_]

3  SEC USE ONLY


4  CITIZENSHIP OR PLACE OF ORGANIZATION

        Delaware
        
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH


        5  SOLE VOTING POWER

                  0

        6  SHARED VOTING POWER

                  576,890

        7  SOLE DISPOSITIVE POWER

                  0

        8  SHARED DISPOSITIVE POWER

                  576,890

9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        790,690

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

        
                
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

        3.5%

12 TYPE OF REPORTING PERSON*

        HC-PN

                               Page 2 of 5 Pages
<PAGE>
 
- ----------
CUSIP. NO.
338032105
- ----------

1  NAME OF REPORTING PERSON
   S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
        
        Goldman, Sachs & Co.

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP             (a) [_]

                                                                (b) [_]

3  SEC USE ONLY


4  CITIZENSHIP OR PLACE OF ORGANIZATION

        New York
        
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH


        5  SOLE VOTING POWER

                  0

        6  SHARED VOTING POWER

                  576,890

        7  SOLE DISPOSITIVE POWER

                  0

        8  SHARED DISPOSITIVE POWER

                  576,890

9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        790,690

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

        
                
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

        3.5%

12 TYPE OF REPORTING PERSON

        BD-PN-IA

                               Page 3 of 5 Pages
<PAGE>
 
Item 4.   Ownership.

     (a). Amount beneficially owned:
          See the responses(s) to Item 9 on the attached cover pages(s).

     (b). Percent of class:
          See the response(s) to Item 11 on the attached cover pages(s).

     (c). Number of shares as to which such person has:

          (i)   Sole power to vote or to direct the vote:
                  See the response(s) to Item 5 on the attached cover page(s).

          (ii)  Shared power to vote or direct the vote:
                  See the response(s) to Item 6 on the attached cover page(s).

          (iii) Sole power to dispose or to direct the disposition of:
                  See the response(s) to Item 7 on the attached cover page(s).

          (iv)  Shared power to dispose or to direct the disposition of:
                  See the response(s) to Item 8 on the attached cover page(s).

                                 
Item 5.   Ownership of Less than Five Percent of a Class
                April 12, 1996

                                    
Item 10.  Certification.

          By signing below I certify that, to the best of my knowledge
          and belief, the securities referred to above were acquired
          in the ordinary course of business and were not acquired for
          the purpose of and do not have the effect of changing or
          influencing the control of the issuer of such securities and
          were not acquired in connection with or as a participant in
          any transaction having such purpose or effect.

                               Page 4 of 5 Pages
<PAGE>
 
                                   SIGNATURE


                        
          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.



Date:  May 9, 1996


                                        THE GOLDMAN SACHS GROUP, L.P.

                                        By: /s/ John P. McNulty
                                            --------------------
                                        Name:  John P. McNulty
                                        Title: General Partner


                                        GOLDMAN, SACHS & CO.

                                        By: /s/ John P. McNulty
                                            --------------------
                                        Name:  John P. McNulty
                                        Title: General Partner

                               Page 5 of 5 Pages


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