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[Letterhead of Fisher Scientific International Inc.]
September 25, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Fisher Scientific International Inc.
Withdrawal of Registration Statement
on Form S-4 (Reg. No. 333-44400)
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Ladies and Gentlemen:
Fisher Scientific International Inc. ("Fisher") hereby requests,
pursuant to Rule 477(a) under the Securities Act of 1933, as amended, that the
Registration Statement on Form S-4 (Reg. No. 333-44400) originally filed by
Fisher with the Securities and Exchange Commission (the "Commission") on August
24, 2000 (the "Registration Statement"), be withdrawn.
The Registration Statement was filed in connection with Fisher's
efforts to acquire PSS World Medical, Inc. ("PSS") through a merger of a wholly
owned subsidiary of Fisher with and into PSS. Since the Registration Statement
was filed, the board of directors of each of PSS and Fisher have determined that
the transaction is not in the best interests of their respective shareholders,
and PSS and Fisher have terminated by mutual consent their merger agreement for
Fisher's acquisition of PSS. No shares of Fisher common stock were issued
pursuant to the Registration Statement.
Please do not hesitate to call me at (603) 929-2340 should you have any
questions concerning the Registration Statement or this letter.
Sincerely yours,
/s/ Todd M. DuChene
Todd M. DuChene
Vice President and General Counsel
