SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Fisher Scientific International, Inc.
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
33803210
(Cusip Number)
W. Robert Cotham
201 Main Street, Suite 2600
Fort Worth, Texas 76102
(817) 390-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 4, 1997
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
**The total number of shares reported herein is 2,142,400 shares, which
constitutes approximately 10.6% of the total number of shares outstanding.
All ownership percentages set forth herein assume that there are 20,230,840
shares outstanding.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Trinity I Fund, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 1,636,715 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,636,715 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,636,715 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 8.1%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, TF Investors, L.P.
(2) Solely in its capacity as the sole stockholder of Portfolio Associates,
Inc., which is the sole general partner of Portfolio B Investors, L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
TF Investors, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 1,636,715 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,636,715 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,636,715 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 8.1%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Trinity Capital
Management, Inc.
(2) Solely in its capacity as the sole general partner of Trinity I Fund,
L.P., which is the sole stockholder of Portfolio Associates, Inc., which
is the sole general partner of Portfolio B Investors, L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Trinity Capital Management, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 1,636,715 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,636,715 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,636,715 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 8.1%
14. Type of Reporting Person: CO
- ----------
(1) Power is exercised through its President, Thomas M. Taylor.
(2) Solely in its capacity as the sole general partner of TF Investors,
L.P., which is the sole general partner of Trinity I Fund, L.P., which is
the sole stockholder of Portfolio Associates, Inc., which is the sole
general partner of Portfolio B Investors, L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Thomas M. Taylor
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 1,636,715 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,636,715 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,636,715 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 8.1%
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacity as President and sole stockholder of Trinity
Capital Management, Inc., which is the sole general partner of TF
Investors, L.P., which is the sole general partner of Trinity I Fund,
L.P., which is the sole stockholder of Portfolio Associates, Inc., which
is the sole general partner of Portfolio B Investors, L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Portfolio B Investors, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: OO-Partnership Contributions
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 1,636,715 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,636,715 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,636,715
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 8.1%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Portfolio
Associates, Inc.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Portfolio Associates, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 1,636,715 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,636,715 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,636,715 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 8.1%
14. Type of Reporting Person: CO
- ----------
(1) Solely in its capacity as the sole general partner of Portfolio B
Investors, L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
The Bass Management Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 127,195 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 127,195 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
127,195
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.6%
14. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through its sole trustee, Perry R. Bass
<PAGE>
<PAGE>
1. Name of Reporting Person:
Perry R. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 127,195 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 127,195 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
127,195 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.6%
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacities as sole trustee and as one of two trustors of
The Bass Management Trust.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Nancy L. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
127,195(1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.6%
14. Type of Reporting Person: IN
- ----------
(1) Solely in her capacity as one of two trustors of The Bass Management
Trust and by virtue of her power to revoke same.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Sid R. Bass Management Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 127,193 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 127,193 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
127,193
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.6%
14. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through one of its trustees, Sid R. Bass.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Sid R. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 127,193 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 127,193 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
127,193(1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.6%
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacity as a trustee and the sole trustor of Sid R. Bass
Management Trust and by virtue of his power to revoke same.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Lee M. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 127,195
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 127,195
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
127,195
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.6%
14. Type of Reporting Person: IN
<PAGE>
<PAGE>
1. Name of Reporting Person:
E. P. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 124,102
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 124,102
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
124,102
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.6%
14. Type of Reporting Person: IN
<PAGE>
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby amend their Schedule 13D Statement dated November 17,
1995, as amended by Amendment No. 1 dated January 18, 1996, Amendment No. 2
dated February 12, 1996, Amendment No. 3 dated October 31, 1996, Amendment No.
4 dated January 23, 1997 and Amendment No. 5 dated May 2, 1997 (the "Schedule
13D"), relating to the Common Stock, par value $0.01 per share, of Fisher
Scientific International, Inc. Unless otherwise indicated, all defined terms
used herein shall have the same meanings respectively ascribed to them in the
Schedule 13D.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and restated in its entirety as follows:
The source and amount of the funds used or to be used by the Reporting
Persons to purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
TIF Not Applicable Not Applicable
TFI Not Applicable Not Applicable
TCM Not Applicable Not Applicable
TMT Not Applicable Not Applicable
PBI Other (1) $71,034,619.13 (4)
PA Not Applicable Not Applicable
BMT Trust Funds (2) $7,136,368.47 (5)
PRB Not Applicable Not Applicable
NLB Not Applicable Not Applicable
SRBMT Trust Funds (2) $7,137,152.09 (6)
SRB Not Applicable Not Applicable
LMB Personal Funds (3) $7,334,542.59 (7)
EPB Personal Funds (3) $6,998,956.34 (8)
(1) Contributions from partners.
(2) As used herein, the term "Trust Funds" includes income from the
various investments of the trust plus sums borrowed from banks and brokerage
firm margin accounts for general purposes. None of the funds reported herein
as "Trust Funds" were borrowed or otherwise obtained for the specific purpose
of acquiring, handling, trading or voting the Stock.
(3) As used herein, the term "Personal Funds" may include sums
borrowed from banks and brokerage firm margin accounts, none of which were
borrowed or otherwise obtained for the specific purpose of acquiring,
handling, trading or voting the Stock.
(4) This figure represents the total amount expended by PBI for all
purchases of shares of the Stock, without subtracting for sales. Therefore,
such figure does not accurately reflect PBI's current net investment in shares
of the Stock. The aggregate current net investment of PBI in shares of the
Stock is $59,711,493.53.
(5) This figure represents the total amount expended by BMT for all
purchases of shares of the Stock, without subtracting for sales. Therefore,
such figure does not accurately reflect BMT's current net investment in shares
of the Stock. The aggregate current net investment of BMT in shares of the
Stock is $3,312,773.99.
(6) This figure represents the total amount expended by SRBMT for all
purchases of shares of the Stock, without subtracting for sales. Therefore,
such figure does not accurately reflect SRBMT's current net investment in
shares of the Stock. The aggregate current net investment of SRBMT in shares
of the Stock is $3,312,770.91.
(7) This figure represents the total amount expended by LMB for all
purchases of shares of the Stock, without subtracting for sales. Therefore,
such figure does not accurately reflect LMB's current net investment in shares
of the Stock. The aggregate current net investment of LMB in shares of the
Stock is $3,312,762.73.
(8) This figure represents the total amount expended by EPB for all
purchases of shares of the Stock, without subtracting for sales. Therefore,
such figure does not accurately reflect EPB's current net investment in shares
of the Stock. The aggregate current net investment of EPB in shares of the
Stock is $3,224,251.70.
Item 4. PURPOSE OF TRANSACTION.
Item 4 is hereby partially amended by adding at the end thereof the
following:
By letter dated June 4, 1997 TIF made a proposal to the Issuer for a
leveraged recapitalization of the Issuer. This letter is attached hereto as
Exhibit 99.2 and is hereby incorporated herein by this reference as though
fully set forth herein.
On May 12, 1997, PBI filed a Notification and Request Form pursuant to
the Hart Scott Rodino Antitrust Improvement Act of 1976, as amended (the "HSR
Act"), with the Federal Trade Commission and the United States Department of
Justice in which it indicated an intention to acquire up to 25% of the
Issuer's common stock and in which it requested early termination of the
waiting period under the HSR Act. PBI's request for early termination of the
waiting period was granted on May 29, 1997.
Except as set forth in this Item 4, the Reporting Persons have no
present plans or proposals that relate to or that would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the
Act.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Paragraphs (a) through (c) of Item 5 are hereby amended and restated
in their entireties as follows:
(a)
TIF
Because of its position as the sole stockholder of PA, which is the
sole general partner of PBI, TIF may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 1,636,715 shares of the Stock, which
constitutes approximately 8.1% of the outstanding shares of the Stock.
TFI
Because of its position as the sole general partner of TIF, which is
the sole stockholder of PA, which is the sole general partner of PBI, TFI may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
1,636,715 shares of the Stock, which constitutes approximately 8.1% of the
outstanding shares of the Stock.
TCM
Because of its position as the sole general partner of TFI, which is
the sole general partner of TIF, which is the sole stockholder of PA, which is
the sole general partner of PBI, TCM may, pursuant to Rule 13d-3 of the Act,
be deemed to be the beneficial owner of 1,636,715 shares of the Stock, which
constitutes approximately 8.1% of the outstanding shares of the Stock.
TMT
Because of his position as the President and sole stockholder of TCM,
which is the sole general partner of TFI, which is the sole general partner of
TIF, which is the sole stockholder of PA, which is the sole general partner of
PBI, TMT may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 1,636,715 shares of the Stock, which constitutes
approximately 8.1% of the outstanding shares of the Stock.
PBI
The aggregate number of shares of the Stock that PBI owns
beneficially, pursuant to Rule 13d-3 of the Act, is 1,636,715 which
constitutes approximately 8.1% of the outstanding shares of the Stock.
PA
Because of its position as the sole general partner of PBI, PA may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
1,636,715 shares of the Stock, which constitutes approximately 8.1% of the
outstanding shares of the Stock.
BMT
The aggregate number of shares of the Stock that BMT owns
beneficially, pursuant to Rule 13d-3 of the Act, is 127,195, which constitutes
approximately 0.6% of the outstanding shares of the Stock.
PRB
Because of his positions as sole trustee and as a trustor of BMT, PRB
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner
of 127,195 shares of the Stock, which constitutes approximately 0.6% of the
outstanding shares of the Stock.
NLB
Because of her position as a trustor of BMT, NLB may, pursuant to Rule
13d-3 of the Act, be deemed to be the beneficial owner of 127,195 shares of
the Stock, which constitutes approximately 0.6% of the outstanding shares of
the Stock.
SRBMT
The aggregate number of shares of the Stock that SRBMT owns
beneficially, pursuant to Rule 13d-3 of the Act, is 127,193 which constitutes
approximately 0.6% of the outstanding shares of the Stock.
SRB
Because of his positions as a trustee and the sole trustor of SRBMT
and by virtue of his power to revoke same, SRB may, pursuant to Rule 13d-3 of
the Act, be deemed to be the beneficial owner of 127,193 shares of the Stock,
which constitutes approximately 0.6% of the outstanding shares of the Stock.
LMB
The aggregate number of shares of the Stock that LMB owns
beneficially, pursuant to Rule 13d-3 of the Act, is 127,195, which constitutes
approximately 0.6% of the outstanding shares of the Stock.
EPB
The aggregate number of shares of the Stock that EPB owns
beneficially, pursuant to Rule 13d-3 of the Act, is 124,102, which constitutes
approximately 0.6% of the outstanding shares of the Stock.
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any shares of the Stock.
(b)
TIF
As the sole stockholder of PA, which is the sole general partner of
PBI, TIF has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 1,636,715 shares of the Stock.
TFI
As the sole general partner of TIF, which is the sole stockholder of
PA, which is the sole general partner of PBI, TFI has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 1,636,715
shares of the Stock.
TCM
As the sole general partner of TFI, which is the sole general partner
of TIF, which is the sole stockholder of PA, which is the sole general partner
of PBI, TCM has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 1,636,715 shares of the Stock.
TMT
As the President and sole stockholder of TCM, which is the sole
general partner of TFI, which is the sole general partner of TIF, which is the
sole stockholder of PA, which is the sole general partner of PBI, TMT has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 1,636,715 shares of the Stock.
PBI
Acting through its sole general partner, PBI has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
1,636,715 shares of the Stock.
PA
As the sole general partner of PBI, PA has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 1,636,715
shares of the Stock.
BMT
Acting through its Trustee, BMT has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 127,195 shares
of the Stock.
PRB
In his capacity as Trustee of BMT, PRB has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 127,195
shares of the Stock.
NLB
NLB has no power to vote or to direct the vote or to dispose or to
direct the disposition of any shares of the Stock.
SRBMT
Acting through one of its Trustees and its sole Trustor, SRBMT has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 127,193 shares of the Stock.
SRB
Because of his position as a Trustee and the sole Trustor of SRBMT and
by virtue of his power to revoke same, SRB has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 127,193 shares
of the Stock.
LMB
LMB has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 127,195 shares of the Stock.
EPB
EPB has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 124,102 shares of the Stock.
(c) Since the filing of the last amendment to the Schedule 13D, PBI
has purchased shares of the Stock in transactions on the New York Stock
Exchange, as follows:
REPORTING NO. OF SHARES PRICE PER
PERSON DATE PURCHASED (P) SHARE
OR SOLD (S)
PBI 05-29-97 33,900(P) 35.69
PBI 05-29-97 130,000(P) 35.69
Except as set forth in this paragraph (c), to the best of the knowledge
of each of the Reporting Persons, none of the persons named in response to
paragraph (a) has effected any transactions in shares of the Stock since the
filing of the last amendment to the Schedule 13D.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement and Power of Attorney pursuant to Rule
13d-1(f)(1)(iii) previously filed with the Securities and Exchange Commission.
Exhibit 99.2 -- Letter from Trinity I Fund, L.P. to the Issuer.
<PAGE>
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 4, 1997
TRINITY I FUND, L.P.,
a Delaware limited partnership
By: TF INVESTORS, L.P.,
a Delaware limited partnership,
General Partner
By: TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation,
General Partner
By:/s/ W. R. Cotham
W. R. Cotham, Vice President
TF INVESTORS, L.P.,
a Delaware limited partnership
By: TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation,
General Partner
By:/s/ W. R. Cotham
W. R. Cotham, Vice President
TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation
By:/s/ W. R. Cotham
W. R. Cotham, Vice President
PORTFOLIO B INVESTORS, L.P.,
a Delaware limited partnership
By: PORTFOLIO ASSOCIATES, INC.,
a Delaware corporation,
General Partner
By:/s/ W. R. Cotham
W. R. Cotham, Vice President
PORTFOLIO ASSOCIATES, INC.,
a Delaware corporation
By:/s/ W. R. Cotham
W. R. Cotham, Vice President
/s/ W. R. Cotham
W. R. Cotham,
Attorney-in-Fact for:
THOMAS M. TAYLOR (1)
THE BASS MANAGEMENT TRUST (2)
PERRY R. BASS (3)
NANCY LEE BASS (4)
SID R. BASS MANAGEMENT TRUST (5)
SID R. BASS (6)
LEE M. BASS (7)
E. P. BASS (8)
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Thomas M. Taylor previously has been filed with the Securities and
Exchange Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of The Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Perry R. Bass previously has been filed with the Securities and
Exchange Commission.
(4) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Nancy L. Bass previously has been filed with the Securities and
Exchange Commission.
(5) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Sid R. Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(6) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Sid R. Bass previously has been filed with the Securities and
Exchange Commission.
(7) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Lee M. Bass previously has been filed with the Securities and
Exchange Commission.
(8) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of E. P. Bass previously has been filed with the Securities and
Exchange Commission.
<PAGE>
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement and Power of Attorney pursuant to Rule
13d-1(f)(1)(iii), previously filed with the Securities and
Exchange Commission
99.2 Letter dated June 4, 1997 from Trinity I Fund, L.P. to the
Issuer
TRINITY I FUND, L.P.
201 Main Street, 32nd Floor
Fort Worth, Texas 76102
June 4, 1997
Paul M. Montrone,
President and Chief Executive Officer
Fisher Scientific International, Inc.
Liberty Lane
Hampton, NH 03842
Dear Mr. Montrone:
As you know, my associates and I currently own over 10% of the
outstanding Fisher common stock. As we have told you in the past, we believe
the Company is well positioned and has great potential. We also believe,
however, that the value of the Company's businesses is not fully reflected
in the public market. We are therefore writing to share with you a proposal
that could generate greater value for all the Company's shareholders.
We have met with you in the past to discuss the Company's policies and
its overall direction. We continue to believe that there remains significant
value in the Company's businesses that is not fully reflected in the public
market. We believe that a major source of this undervaluation is public
market uncertainty about the Company's priorities and direction. We also
believe that there is the potential to create very substantial value
increases for all the Company's shareholders through a strategic initiative
that addresses public market concerns and sends a credible signal to the
market about Fisher's goals and direction. We would like to work with you,
your management team and the Company's Board of Directors to unlock this
value.
We think that the best way of accomplishing this objective is by
effecting a recapitalization of the Company. The recapitalization would be
effected by the issuance of shares (at the price per share specified below)
by the Company to an equity investor for cash, the incurrence of additional
indebtedness by the Company in the form of bank loans and/or senior
subordinated notes, and the use of the proceeds of the debt and equity
issuances to repurchase a substantial portion of Fisher's common stock in an
issuer tender offer at a significant premium over the current trading price,
perhaps in the range of $47 to $48 per share. To demonstrate our confidence
in the Company and the positive effects of our recapitalization proposal, we
and our affiliates would retain all of our shares of Fisher common stock, and
not participate in the tender offer.
Texas Pacific Group, which manages over $3 billion in committed funds
for public and private investment opportunities, has advised us of its
interest in providing the equity capital for the recapitalization. In
addition, we have discussed with potential senior and senior subordinated
lenders the possibility of obtaining the debt financing necessary for the
recapitalization, and are confident that such financing can be obtained
without difficulty.
We believe that a leveraged recapitalization of the Company, together
with an involvement by us in Fisher's oversight, would create a substantial
increase in value and strengthen the Company. It would maximize value for
shareholders who desire to stay with the Company over the long term, while
providing those with the desire to realize the value of a portion of their
investment sooner with the opportunity to do so. If, however, the Company's
Board does not agree that a recapitalization makes the most sense for the
Company and its shareholders, we and Texas Pacific Group are prepared to
discuss with the Board a more conventional acquisition transaction,
structured as a cash merger (possibly in combination with a tender offer) in
which all shareholders would receive the same consideration as would be paid
under the recapitalization proposal.
We hope that you and the other members of the Board of Directors will
give serious consideration to our proposal. I will telephone you in a few
days to discuss our ideas and to see how we can be of help to you and the
Board as you explore alternatives for creating value for Fisher shareholders.
Very truly yours,
TRINITY I FUND, L.P.,
By TF INVESTORS, L.P.,
General Partner,
By TRINITY CAPITAL
MANAGEMENT, INC.,
General Partner,
By: /s/ Thomas M. Taylor
Thomas M. Taylor,
President
cc: Board of Directors
