SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 9, 1997
FISHER SCIENTIFIC INTERNATIONAL INC.
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction
of incorporation)
1-10920 02-0451017
(Commission File No.) (IRS employer
identification no.)
Liberty Lane, Hampton, New Hampshire 03842
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (603) 926-5911<PAGE>
ITEM 5. OTHER EVENTS.
On June 9, 1997, Fisher Scientific International Inc.
issued a press release relating to the adoption of a
shareholder rights plan. The full text of the press release is
attached hereto as Exhibit 1 and is hereby incorporated herein
by reference in its entirety.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
--- -----
AND EXHIBITS.
(c) Exhibits
(1) Press Release, dated June 9, 1997.<PAGE>
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto
duly authorized.
FISHER SCIENTIFIC
INTERNATIONAL INC.
By: /s/ Paul M. Meister
Name: Paul M. Meister
Title: Senior Vice
President and Chief
Financial Officer
Dated: June 9, 1997
-2-<PAGE>
EXHIBIT INDEX
Exhibit Sequential
No. Description Page Number
(1) Press Release, dated June 9, 1997..........
Exhibit (1)
FISHER SCIENTIFIC INTERNATIONAL INC. DECLARES DIVIDEND
DISTRIBUTION OF PREFERRED SHARE PURCHASE RIGHTS
_______________________________________________
Hampton, NH, June 9, 1997 -- The Board of Directors
of Fisher Scientific International Inc. (NYSE:FSH) today
declared a dividend distribution of one Preferred Share
Purchase Right on each outstanding share of Fisher Scientific
common stock.
Paul Montrone, President and Chief Executive Officer
of Fisher, stated: "The Rights are intended to enable all Fisher
stockholders to realize the value of their investment in the company.
The Rights will not prevent a takeover, but should encourage anyone
seeking to acquire the company to negotiate with the Board prior to
attempting a takeover."
As previously reported, Trinity I Fund, L.P., an
investment group which has accumulated more than 10% of Fisher's
common stock, recently made an unsolicited proposal concerning a
recapitalization of Fisher and certain alternative transactions
involving an acquisition of the company by Trinity and its affiliates.
Trinity also indicated its intention to continue to accumulate shares.
Mr. Montrone said, "The Rights are designed to assure
that all of Fisher's stockholders receive a fair and equal treatment
in the event of a takeover, and to guard against tactics to gain
control of Fisher without paying all stockholders a control premium
that appropriately reflects the intrinsic value of the company."<PAGE>
The Rights will be exercisable only if a person or
group acquires 15% or more of Fisher's common stock or
announces a tender offer the consummation of which would result
in ownership by a person or group of 15% or more of the common
stock. Each Right will entitle stockholders to buy one one-
hundredth of a share of a new series of junior participating
preferred stock at an exercise price of $190.
If Fisher is acquired in a merger or other business
combination transaction after a person has acquired 15% or more
of the company's outstanding common stock, each Right will
entitle its holder to purchase, at the Right's then-current
exercise price, a number of the acquiring company's common
shares having a market value of twice such price. In addition,
if a person or group acquires 15% or more of Fisher's out-
standing common stock, each Right will entitle its holder
(other than such person or members of such group) to purchase,
at the Right's then-current exercise price, a number of
Fisher's common shares having a market value of twice such
price.
Following the acquisition by a person or group of
beneficial ownership of 15% or more of the company's common
stock and prior to an acquisition of 50% or more of the common
stock, the Board of Directors may exchange the Rights (other
than Rights owned by such person or group), in whole or in
part, at an exchange ratio of one share of common stock (or one
one-hundredth of a share of the new series of junior partici-
pating preferred stock) per Right.<PAGE>
Prior to the acquisition by a person or group of ben-
eficial ownership of 15% or more of the company's common stock,
the Rights are redeemable for one cent per Right at the option
of the Board of Directors.
The Board of Directors is also authorized to reduce
the 15% thresholds referred to above to not less than 10%.
The dividend distribution will be made on June 19,
1997, payable to stockholders of record on that date. The
Rights will expire on June 8, 2007. The Rights distribution is
not taxable to stockholders.
* * *
Fisher Scientific is the world leader in serving science,
providing 245,000 products and services to research, health
care, industrial, educational and government markets in 145
countries.
