ITEM 2 - PROPERTIES - ------ ---------- VWR owns and leases office and warehouse space throughout the United States and Canada for distribution of the products supplied by it as follows:
Batavia, Illinois Owned Bridgeport, New Jersey Owned Brisbane, California Leased San Dimas, California Leased Houston, Texas Leased Marietta, Georgia Leased Suwanee, Georgia Leased Bridgeport, New Jersey Leased Tualatin, Oregon Leased Catano, Puerto Rico Leased Mississauga, Ontario, Canada Leased
The Company leases office space in West Chester, Pennsylvania, for executive, financial, information systems, marketing, and other administrative activities.
The Company also leases 27 smaller facilities throughout the United States and three smaller facilities in Canada which support the sales and warehouse functions. All facilities have been designed to serve the Company's purposes (warehouse functions and generic office). The facilities are sufficient for current operations.
ITEM 3.

ITEM 3. - LEGAL PROCEEDINGS - ------ ----------------- The Corporation is involved in various environmental, contractual, warranty, and public liability cases and claims, which are considered normal to the Corporation's business.
ITEM 4.

ITEM 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - ------ --------------------------------------------------- No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year ended December 31, 1996.
PART II. - --------
ITEM 5

ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS - ------------------------------------------------------------------------
VWR common shares, $1.00 par value, are traded on the NASDAQ Stock Market under the VWRX symbol. On March 13, 1997, there were approximately 6,600 shareholders represented by 1,553 holders of record.
The quarterly ranges of high and low sale prices of the Corporation's common shares during the years ended December 31, 1996 and 1995 as reported by NASDAQ are set forth below.
VWR Common Stock 1996 1995 - ---------------------------- ----------------- ----------------
Quarter High Low High Low ------- ---- --- ---- --- First $15.75 $11.94 $10.25 $ 7.75 Second 17.00 13.25 12.50 9.00 Third 19.50 14.75 15.00 9.25 Fourth 17.75 12.50 15.00 10.50
The Corporation declared dividends of $0.04 per share in April and August during the year ended December 31, 1995. The Corporation's Credit Facility entered into on September 14, 1995, as amended, prohibits the Corporation from paying dividends during the term of the Credit Facility.
Refer to the caption Subordinated Debenture in Part I, Item I for information concerning common shares issued by the Company in 1996 which were not registered under the Securities Act of 1933.
ITEM 6.

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - ----------------------------------------------------------------------- The following commentary should be read in conjunction with the Consolidated Financial Statements, Notes to Consolidated Financial Statements (Notes), and Selected Financial Data included elsewhere herein. Capitalized terms have the same meanings as defined in the Consolidated Financial Statements and the Notes.
RESULTS OF OPERATIONS - --------------------- The gross margin percentage over the last three years is as follows:
1996 1995 1994 ---- ---- ---- 22.1% 22.1% 21.2%
Total operating expenses, excluding acquisition-related charges, as a percentage of sales over the last three years is as follows:
1996 1995 1994 ---- ---- ---- 17.3% 19.1% 19.5%
1996 versus 1995 - ---------------- The results of operations reflect the acquisition of the Industrial Distribution Business (Baxter Industrial) of Baxter Healthcare Corporation (Baxter Healthcare), a subsidiary of Baxter International, on September 15, 1995. In September 1996, Baxter International spun off a portion of its businesses as Allegiance Corporation (Allegiance).
Sales increased by 55.5% to $1.12 billion over 1995 sales of $719 million primarily due to the Baxter Industrial acquisition. VWR also experienced growth in its existing business.
The gross margin percentage remained constant at 22.1% for both 1996 and 1995. Through the third quarter of 1996, gross margins had been favorably impacted by internal programs in VWRs Domestic and Canadian businesses. In the fourth quarter, VWRs gross margins decreased as the Company experienced certain issues related to the final transitions of the Baxter Industrial business.
Total operating expenses, excluding acquisition-related charges, decreased as a percentage of sales from 19.1% in 1995 to 17.3% in 1996. The Baxter Industrial acquisition increased the volume of business without a proportionate increase in operating expenses. Depreciation and amortization expense increased primarily as a result of amortization of the excess of cost over net assets of businesses acquired and depreciation expense for facilities expansion, both related to the Baxter Industrial acquisition. Acquisition- related expenses consist primarily of relocation, transition, severance and
lease termination expenses directly attributable to the Baxter Industrial acquisition. As the transfer of the Baxter Industrial business into VWR was substantially complete as of December 31, 1996, future acquisition-related expenses are not expected to be material.
Interest expense and other increased for 1996 due to the full-year effect of the debt incurred for the Baxter Industrial acquisition and working capital requirements for the transition of the Baxter Industrial business into the VWR infrastructure. At the time of the Baxter Industrial acquisition, the Company issued a $135 million Subordinated Debenture (Debenture) to EM Laboratories, Incorporated (EML), an affiliate of Merck KGaA, Germany, and incurred incremental borrowings under a new Credit Facility of approximately $170 million.
Note 8 of the Notes describes the difference between the statutory and effective income tax rates. In 1996, the effective tax rate increased from 36.1% to 40.5% due to increases in state taxes and the improved profitability of the Canadian subsidiary.
Earnings per share in 1996 reflect the full-year effect of the shares issued to EML and its affiliates in 1995, as well as shares issued in 1996 in lieu of interest payments on the Debenture. Under the terms of the Debenture, additional shares were issued to EML affiliates, in lieu of interest payments, until EML and its affiliates obtained a 49.89% ownership in the Company.
1995 versus 1994 - ---------------- 1995 results were impacted by the acquisitions of Baxter Industrial on September 15, 1995 and Canlab, the Toronto-based distribution division of Baxter International, on October 31, 1994.
Sales increased by 34.3% in 1995 to $719 million. The Baxter Industrial acquisition accounted for 74% of the increase in sales. The full-year effect of the Canlab acquisition accounted for 19% of the increase. The remainder of the sales growth occurred in the existing VWR business.
Gross margins increased from 21.2% in 1994 to 22.1% in 1995. The increase was the result of the implementation of internal programs to improve margins of VWRs Domestic and Canadian businesses.
Total operating expenses remained relatively constant as a percentage of sales. Approximately 62% of the increase in expenses was due to the Baxter Industrial acquisition and 13% was due to the full-year effect of the Canlab acquisition in the fourth quarter of 1994. Depreciation and amortization expense increased primarily as a result of amortization of the Baxter Industrial excess of cost over net assets of business acquired. Acquisition- related expenses consisted of lease termination, severance, relocation, training, and transition expenses directly attributable to the acquisitions of Baxter Industrial and Canlab in 1995 and 1994, respectively.
In December 1994, the Company made the decision to consolidate certain sales offices and functions. As a result, the Company incurred approximately $1.2 million in charges which were primarily for severance and other personnel- related costs. The costs were recognized prior to the Baxter Industrial acquisition in September 1995. Due to the effects of the Baxter Industrial acquisition, the Company was not able to measure the benefits related to these costs and has classified these costs as operating expenses.
Interest expense and other increased in 1995 primarily due to the effect of the debt incurred for the Baxter Industrial acquisition. In order to partially fund the acquisition, the Company issued a $135 million Debenture and incurred incremental borrowings under a new Credit Facility of approximately $170 million. The interest on the Debenture and the incremental borrowings on the Credit Facility account for 94% of the increase in interest expense. In addition, average borrowings under the former credit facility had increased due to the Canlab acquisition in the fourth quarter of 1994.
In 1995, the effective tax rate increased from 32.0% to 36.1% because in 1994, the Company recognized a tax benefit on prior-year losses from the Canadian operations. In 1995, due primarily to programs to improve gross margin and the effect of the Canlab acquisition, the Canadian operations recognized a profit.
Earnings per share in 1995 reflect the weighted average shares issued to EML and its affiliates.
Financial Condition and Liquidity - --------------------------------- The ratio of debt to equity at December 31 of each of the past three years is as follows:
1996 1995 1994 ---- ---- ---- 2.1 2.2 2.0
The ratio of operating income, plus depreciation and amortization, to interest paid over the past three years is as follows:
1996 1995 1994 ---- ---- ---- 3.7 3.5 3.9
In 1996, operations used $28.1 million of cash flow. Under the Services Agreement (as described in Note 14), the Company paid Baxter Industrial for goods delivered on its behalf after the items were shipped. During 1996, the Company was required to purchase inventory to support the Baxter Industrial business as it was substantially transferred to VWR on a regional basis.
VWRs current ratio was 2.0 at December 31, 1996 compared to 1.8 at December 31, 1995. The Company has increased its inventory in order to service the Baxter Industrial business. The increase in accounts payable is due to increases in inventory partially offset by a decrease in the amounts payable for goods shipped under the Services Agreement at December 31, 1995. The increase in accounts receivable is due to increased sales and the integration of the Baxter Industrial business. Debt has increased due to the expansion of distribution facilities and in order to fund working capital requirements for the Baxter Industrial acquisition. Equity increases reflect the issuance of 1.2 million shares to Merck KGaA as payment for interest on the Debenture. Sufficient credit availability existed at December 31, 1996 to provide for the amount of bank checks outstanding less cash in bank of $10.3 million.
As discussed in Note 14, the Company is party to a Distribution Agreement with Baxter Healthcare and Allegiance. The Distribution Agreement, which has a term ending on September 30, 2000, provides, among other things, that the Company is obligated during each year to either purchase a minimum dollar amount of products for sale in each of the United States and internationally, or, if such minimum requirements have not been met during such year, purchase products or pay to Baxter Healthcare and Allegiance an amount, in each case, equal to any such deficiency. The minimum aggregate domestic and international requirements, which are subject to annual adjustment, for each of the remaining four fiscal years of the Distribution Agreement are $71 million, $82 million, $89 million, and $96 million. During the 1996 contract year, the minimum requirement under this agreement of $63 million was satisfied. The Company expects that such minimums will be met in 1997.
As discussed in Note 7, the Company and certain of its subsidiaries are parties to a Credit Facility. Pursuant to the Credit Facility, the Banks have extended the Company a five-year amortizing term loan in the original principal amount of $135 million (Term Loan) and a revolving line of credit (Revolver) in an amount up to $150 million which expires on September 13, 2000. In 1996, the Company increased the amount available under the Revolver to $175 million. At December 31, 1997, the Revolvers limit will revert to $150 million. Approximately $142.3 million was outstanding at December 31, 1996 under the Revolver. In addition to scheduled maturities, the Term Loan contains mandatory prepayment amounts based on earnings before income taxes, depreciation, and amortization, net of capital expenditures and other adjustments. This provision requires the Company to pay down the Term Loan by $5.7 million in 1997 which is expected to be funded by the Revolver. The Term Loan and Revolver are secured by liens in favor of the banks on substantially all of the Companys tangible and intangible property, excluding real estate.
The Credit Facility includes financial covenants with respect to: minimum earnings before taxes, depreciation and amortization; maximum senior leverage ratio; minimum interest coverage; minimum net worth; and minimum fixed coverage ratio. The Companys financial performance has met or exceeded these covenants throughout 1996. The Credit Facility prohibits the Company from paying dividends and making other distributions (except for the issuance of shares as required by the Debenture) and has change-of-control provisions.
As discussed in Note 7, the Company incurred indebtedness of $135 million evidenced by the Debenture. The Debenture matures in a single installment on September 15, 2005. The Debenture is subordinated to the Companys obligations to its primary bank lending institutions. The Debenture bears interest at 13% per annum, due quarterly. Until such time as EML and its affiliates obtained an ownership of 49.89% of the aggregate number of issued and outstanding common shares, interest was payable solely in common shares at a price of $12.44 per share. Thereafter and until September 15, 1997, the payment of any cash interest otherwise accruing is deferred until the maturity of the Debenture.
The Company has entered into various interest rate swap agreements with financial institutions which effectively change the Companys interest-rate exposure on a notional amount of debt from variable rates to fixed rates. The notional amounts of the interest rate swaps are based upon expected actual debt levels during a four-year period. The Company provides protection to meet actual exposures and does not speculate in derivatives. At December 31, 1996, the Company had a notional amount of $160 million of swaps in effect. These swaps expire between 1997 and 2000. The amount of floating rate debt protected by the swaps ranges from $160 million to $25 million during the period outstanding with fixed rates ranging from 5.3% to 6.4%. The fair market value of the swap agreements is based on the present value of the future cash flows determined by the interest rate difference between the contracts fixed rate and the then-current replacement rate. At December 31, 1996, the fair market value of the swap agreements, which is not recorded in the consolidated financial statements, is a receivable of approximately $0.5 million. The Company is exposed to credit loss in the event of nonperformance by the other parties to the interest rate swap agreements. The Company does not anticipate nonperformance by the counterparties.
The Companys use of swaps and collars for interest rate protection increased interest expense by $.7 million, $.3 million, and $1.2 million in 1996, 1995, and 1994, respectively. Pursuant to the Credit Facility, the Company is obligated to provide interest rate protection on at least 25% of the Credit Facility.
VWR has been designated by the EPA as a potentially responsible party for various sites. Management believes that any required expenditures would be immaterial to the Companys Consolidated Financial Statements.
The Company expects that estimated working capital requirements and estimated capital expenditures will be funded by cash from operations and availability under the Credit Facility.
ITEM 8.

ITEM 9. - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE - ------ -------------------------------------------------------------- None
PART III. - --------
ITEM 10.

ITEM 10. - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT - -------- --------------------------------------------------- The information required by this item is incorporated by reference from the section captioned Election of Directors and the section captioned Ownership of VWR Scientific Products Corporation Common Shares - Section 16(a) Beneficial Ownership Reporting Compliance contained in the Companys definitive Proxy Statement, which the Company will have filed with the Commission pursuant to Regulation 14A on or about April 10, 1997.
Information regarding executive officers of the Company is included in Part I of this Form 10-K.
ITEM 11.

ITEM 11. - EXECUTIVE COMPENSATION - ------- ---------------------- The information required by this item is incorporated by reference from the sections captioned Fees to Directors and Committees of the Board and Executive Compensation contained in the Companys definitive Proxy Statement, which the Company will have filed with the Commission pursuant to Regulation 14A on or about April 10, 1997.
ITEM 12.

ITEM 12. - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT - ---------- ----------------------------------------------------------
The information required by this item is incorporated by reference from the section captioned Ownership of VWR Scientific Products Corporation Common Shares contained in the Companys definitive Proxy Statement, which the Company will have filed with the Commission pursuant to Regulation 14A on or about April 10, 1997.
ITEM 13.

ITEM 13. - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - ------- ----------------------------------------------
The information required by this item is incorporated by reference from the section captioned Election of Directors contained in the Companys definitive Proxy Statement, which the Company will have filed with the Commission pursuant to Regulation 14A on or about April 10, 1997.
PART IV. - -------
ITEM 14.

ITEM 14. - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K - -------- ------------------------------------------------------------ (a)(1) Financial Statements
The following financial statements have been included as part of this report:
Form 10-K Page --------- Consolidated Statements of Operations 17 Consolidated Balance Sheets 18 Consolidated Statements of Cash Flows 20 Consolidated Statements of Shareholders' Equity 22 Notes to Consolidated Financial Statements 25 Report of Independent Auditors 43
(2) Financial Statement Schedules
(a) The following financial statement schedule is submitted herewith:
-Schedule II - Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and have therefore been omitted.
(3) Exhibits Exhibit Number and Description ------------------------------
2(a) Asset Purchase Agreement dated as of May 24, 1995 by and among VWR Corporation, Baxter Healthcare Corporation and EM Laboratories, Incorporated; incorporated by reference to Exhibit VI of Registrants definitive proxy statement filed with the Commission on August 11, 1995.
2(b) Amendment to Asset Purchase Agreement dated as of September 15, 1995 by and among VWR Corporation, Baxter Healthcare Corporation and EM Laboratories, Incorporated; incorporated by reference to Exhibit 2(b) of the Registrants Form 8-K dated September 15, 1995.
2(c) Agreement and Plan of Merger between VWR Corporation and VWR New Corporation; incorporated by reference to Exhibit 2 of the Registrants Form 10-K for the year ended December 31, 1994.
3(a) Amended and Restated Articles of Incorporation; incorporated by reference to Exhibit 3 of the Registrants Form 10-K for the year ended December 31, 1994.
3(b) Amendment to Articles of Incorporation dated September 15, 1995; incorporated by reference to Exhibit 1 of the Registrants Form 8-K dated September 15, 1995.
3(c) Amended and Restated Bylaws; incorporated by reference to Exhibit 3.1 of the Registrants Form 10-K for the year ended December 31, 1994.
4(a) Rights Agreement dated as of May 20, 1988 between VWR Corporation and The First Jersey National Bank (filed as an exhibit to the Registrants Form 8-A dated May 23, 1988, and incorporated herein by reference).
4(b) Amendment No. 1, dated as of February 23, 1995, to Rights Agreement, dated as of May 20, 1988, between VWR Corporation and First Interstate Bank of Washington, N.A., successor to The First Jersey National Bank; incorporated by reference to Exhibit 4 of the Registrants Form 8-K dated February 23. 1995.
4(c) Standstill Agreement between VWR Corporation and EM Industries, Incorporated dated February 27, 1995; incorporated by reference to Exhibit 4(a) of Registrants Form 8-K dated April 13, 1995.
4(d) Amendment Number One to the Standstill Agreement dated September 15, 1995 by and among VWR Corporation, EM Industries, Incorporated and EM Laboratories, Incorporated; incorporated by reference to Exhibit 4(b) of the Registrants Form 8-K dated September 15, 1995.
4(e) Subordinated Debenture dated as of September 15, 1995 in the principal amount of $135,000,000 payable to the order of
EM Laboratories, Incorporated; incorporated by reference to Exhibit 4(c) of the Registrants Form 8-K dated September 15, 1995.
4(f) Credit Agreement dated as of September 14, 1995 by and among the Registrant, Bank of America National Trust and Savings Association, PNC Bank, N.A., CoreStates Bank, N.A., et al; incorporated by reference to Exhibit 4(d) of the Registrants Form 8-K dated September 15, 1995.
4(g) Term Note dated September 15, 1995 in the principal sum of $135,000,000; incorporated by reference to Exhibit 4(e) of the Registrants Form 8-K dated September 15, 1995.
4(h) Revolving Credit Note dated September 15, 1995 in the principal sum of $150,000,000; incorporated by reference to Exhibit 4(f) of the Registrants Form 8-K dated September 15, 1995.
4(i) Warrant to Purchase Common Shares of VWR Corporation dated April 13, 1995; incorporated by reference to Exhibit 4 of the Registrants Form 8-K dated April 13, 1995.
4(j) Amended and Restated Credit Agreement by and among VWR Corporation and its Subsidiaries and CoreStates Bank, N.A. for itself and as agent, Seattle-First National Bank, Bank of America Canada, and PNC Bank, National Association dated October 27, 1994; incorporated by reference to Exhibit 4 of the Registrants Form 10-K for the year ended December 31, 1994.
4(k) Amendment No. 1 to the Credit Agreement dated as of September 14, 1995 by and among the Registrant, Bank of America National Trust and Savings Association, PNC Bank, N.A., CoreStates Bank, N.A., et al; included herein.
4(l) Amendment No. 2 to the Credit Agreement dated as of September 14, 1995 by and among the Registrant, Bank of America National Trust and Savings Association, PNC Bank, N.A., CoreStates Bank, N.A., et al; included herein.
4(m) Amendment No. 3 to the Credit Agreement dated as of September 14, 1995 by and among the Registrant, Bank of America National Trust and Savings Association, PNC Bank, N.A., CoreStates Bank, N.A., et al; included herein.
10(a) Common Share and Debenture Purchase Agreement dated as of May 24, 1995 between VWR Corporation and EM Industries, Incorporated; incorporated by reference to Exhibit II of Registrants definitive proxy statement filed with the Commission on August 11, 1995.
10(b) Distribution Agreement between VWR Corporation and Baxter Healthcare Corporation dated as of September 15, 1995; incorporated by reference to Exhibit 10(b) of the Registrants Form 8-K dated September 15, 1995.
10(c) Services Agreement between VWR Corporation and Baxter Healthcare Corporation dated as of September 15, 1995; incorporated by reference to Exhibit 10(c) of the Registrants Form 8-K dated September 15, 1995.
10(d) Employment Agreement between Jerrold B. Harris and VWR Corporation dated as of September 15, 1995; incorporated by reference to Exhibit 10(e) of the Registrants Form 8-K dated September 15, 1995. (1)
10(e) Change of Control agreement between VWR Corporation and Paul J. Nowak; incorporated by reference to Exhibit 10 of the Registrants Form 10-K Report for the year ended December 31, 1992. (1)
10(f) VWR Corporation Executive Bonus Plan dated January 1, 1990; incorporated by reference to Exhibit 10 of the Registrants Form 10-K for the year ended December 31, 1991. (1)
10(g) VWR Corporation Supplemental Benefits Plan dated November 1, 1990; incorporated by reference to Exhibit 10 of the Registrants Form 10-K for the year ended December 31, 1991. (1)
11 Computation of Per Share Earnings
21 Subsidiaries of the Company
23 Consent of Independent Auditors
24 Power of Attorney
27 Financial Data Schedule for year ended December 31, 1996 (submitted only in electronic format pursuant to Item 601(c)(1)(v) of Regulation S-K).
(1) May be deemed a management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
VWR SCIENTIFIC PRODUCTS CORPORATION
Date BY (SIGNATURE)
Jerrold B. Harris, President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on the behalf of the registrant in the capacities and on the dates indicated.
Date BY (SIGNATURE)
David M. Bronson Senior Vice President Finance (Principal Financial and Accounting Officer)
DIRECTORS James W. Bernard Richard E. Engebrecht Jerrold B. Harris Wolfgang Honn BY (SIGNATURE) Dieter Janssen Stephen J. Kunst Edward A. McGrath, Jr. Donald P. Nielsen N. Stewart Rogers Jerrold B. Harris Harald Schroder Walter W. Zywottek Attorney-in-fact Power of Attorney dated March 26, 1997
Date: March 26, 1997
VWR SCIENTIFIC PRODUCTS CORPORATION ------------------------------------
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS ----------------------------------------------- (Thousands of dollars)
Balance at Charged to Balance Beginning Costs and at End Description of Year Expenses Deductions (1) Other of Year - ----------- --------- ---------- -------------- ----- --------- Allowances for losses (deducted from trade receivables) for:
Year Ended December 31, 1996 $739 $909 $939 $800 (2) $1,505 ==== ==== ==== ==== ======
Year Ended December 31, 1995 $619 $876 $756 $ 739 ==== ==== ==== ======
Year Ended December 31, 1994 $259 $656 $554 $258 (3) $ 619 ==== ==== ==== ==== ======
(1) Uncollectible accounts written off, net of recoveries. (2) Reserves established in connection with the Baxter Industrial acquisition. (3) Reserves established in connection with the Canlab acquisition
Exhibit Index Exhibit Number and Description ------------------------------
2(a) Asset Purchase Agreement dated as of May 24, 1995 by and among VWR Corporation, Baxter Healthcare Corporation and EM Laboratories, Incorporated; incorporated by reference to Exhibit VI of Registrants definitive proxy statement filed with the Commission on August 11, 1995.
2(b) Amendment to Asset Purchase Agreement dated as of September 15, 1995 by and among VWR Corporation, Baxter Healthcare Corporation and EM Laboratories, Incorporated; incorporated by reference to Exhibit 2(b) of the Registrants Form 8-K dated September 15, 1995.
2(c) Agreement and Plan of Merger between VWR Corporation and VWR New Corporation; incorporated by reference to Exhibit 2 of the Registrants Form 10-K for the year ended December 31, 1994.
3(a) Amended and Restated Articles of Incorporation; incorporated by reference to Exhibit 3 of the Registrants Form 10-K for the year ended December 31, 1994.
3(b) Amendment to Articles of Incorporation dated September 15, 1995; incorporated by reference to Exhibit 1 of the Registrants Form 8-K dated September 15, 1995.
3(c) Amended and Restated Bylaws; incorporated by reference to Exhibit 3.1 of the Registrants Form 10-K for the year ended December 31, 1994.
4(a) Rights Agreement dated as of May 20, 1988 between VWR Corporation and The First Jersey National Bank (filed as an exhibit to the Registrants Form 8-A dated May 23, 1988, and incorporated herein by reference).
4(b) Amendment No. 1, dated as of February 23, 1995, to Rights Agreement, dated as of May 20, 1988, between VWR Corporation and First Interstate Bank of Washington, N.A., successor to The First Jersey National Bank; incorporated by reference to Exhibit 4 of the Registrants Form 8-K dated February 23. 1995.
4(c) Standstill Agreement between VWR Corporation and EM Industries, Incorporated dated February 27, 1995; incorporated by reference to Exhibit 4(a) of Registrants Form 8-K dated April 13, 1995.
4(d) Amendment Number One to the Standstill Agreement dated September 15, 1995 by and among VWR Corporation, EM Industries, Incorporated and EM Laboratories, Incorporated; incorporated by reference to Exhibit 4(b) of the Registrants Form 8-K dated September 15, 1995.
4(e) Subordinated Debenture dated as of September 15, 1995 in the principal amount of $135,000,000 payable to the order of
EM Laboratories, Incorporated; incorporated by reference to Exhibit 4(c) of the Registrants Form 8-K dated September 15, 1995.
4(f) Credit Agreement dated as of September 14, 1995 by and among the Registrant, Bank of America National Trust and Savings Association, PNC Bank, N.A., CoreStates Bank, N.A., et al; incorporated by reference to Exhibit 4(d) of the Registrants Form 8-K dated September 15, 1995.
4(g) Term Note dated September 15, 1995 in the principal sum of $135,000,000; incorporated by reference to Exhibit 4(e) of the Registrants Form 8-K dated September 15, 1995.
4(h) Revolving Credit Note dated September 15, 1995 in the principal sum of $150,000,000; incorporated by reference to Exhibit 4(f) of the Registrants Form 8-K dated September 15, 1995.
4(i) Warrant to Purchase Common Shares of VWR Corporation dated April 13, 1995; incorporated by reference to Exhibit 4 of the Registrants Form 8-K dated April 13, 1995.
4(j) Amended and Restated Credit Agreement by and among VWR Corporation and its Subsidiaries and CoreStates Bank, N.A. for itself and as agent, Seattle-First National Bank, Bank of America Canada, and PNC Bank, National Association dated October 27, 1994; incorporated by reference to Exhibit 4 of the Registrants Form 10-K for the year ended December 31, 1994.
4(k) Amendment No. 1 to the Credit Agreement dated as of September 14, 1995 by and among the Registrant, Bank of America National Trust and Savings Association, PNC Bank, N.A., CoreStates Bank, N.A., et al; included herein on page 54.
4(l) Amendment No. 2 to the Credit Agreement dated as of September 14, 1995 by and among the Registrant, Bank of America National Trust and Savings Association, PNC Bank, N.A., CoreStates Bank, N.A., et al; included herein on page 65.
4(m) Amendment No. 3 to the Credit Agreement dated as of September 14, 1995 by and among the Registrant, Bank of America National Trust and Savings Association, PNC Bank, N.A., CoreStates Bank, N.A., et al; included herein on page 76.
10(a) Common Share and Debenture Purchase Agreement dated as of May 24, 1995 between VWR Corporation and EM Industries, Incorporated; incorporated by reference to Exhibit II of Registrants definitive proxy statement filed with the Commission on August 11, 1995.
10(b) Distribution Agreement between VWR Corporation and Baxter Healthcare Corporation dated as of September 15, 1995; incorporated by reference to Exhibit 10(b) of the Registrants Form 8-K dated September 15, 1995.
10(c) Services Agreement between VWR Corporation and Baxter Healthcare Corporation dated as of September 15, 1995; incorporated by reference to Exhibit 10(c) of the Registrants Form 8-K dated September 15, 1995.
10(d) Employment Agreement between Jerrold B. Harris and VWR Corporation dated as of September 15, 1995; incorporated by reference to Exhibit 10(e) of the Registrants Form 8-K dated September 15, 1995.
10(e) Change of Control agreement between VWR Corporation and Paul J. Nowak; incorporated by reference to Exhibit 10 of the Registrants Form 10-K Report for the year ended December 31, 1992.
10(f) VWR Corporation Executive Bonus Plan dated January 1, 1990; incorporated by reference to Exhibit 10 of the Registrants Form 10-K for the year ended December 31, 1991.
10(g) VWR Corporation Supplemental Benefits Plan dated November 1, 1990; incorporated by reference to Exhibit 10 of the Registrants Form 10-K for the year ended December 31, 1991.
11 Computation of Per Share Earnings, page 87.
21 Subsidiaries of the Company, page 88.
23 Consent of Independent Auditors, page 89
24 Power of Attorney, page 90.
27 Financial Data Schedule for year ended December 31, 1996 (submitted only in electronic format pursuant to Item 601(c)(1)(v) of Regulation S-K).