-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LQJ7LytdqoUCtx7nToMVczmAfFaZvhkP7t+5CBERzCgVqPb+eqrtJwfXFg6jUdqi 1jrX3deIRI0aJu1NqCwhMg== 0000950103-02-000279.txt : 20020415 0000950103-02-000279.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950103-02-000279 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020313 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CREDIT SUISSE FIRST BOSTON/ CENTRAL INDEX KEY: 0000824468 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PO BOX 900 STREET 2: FHLS CITY: ZURICH SWITZERLAND MAIL ADDRESS: STREET 1: PO BOX 900 CITY: ZURICH SWITZERLAND FORMER COMPANY: FORMER CONFORMED NAME: CREDIT SUISSE DATE OF NAME CHANGE: 19921119 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FISHER SCIENTIFIC INTERNATIONAL INC CENTRAL INDEX KEY: 0000880430 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES [5040] IRS NUMBER: 020451017 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41897 FILM NUMBER: 02574333 BUSINESS ADDRESS: STREET 1: LIBERTY LANE CITY: HAMPTON STATE: NH ZIP: 03842 BUSINESS PHONE: 6039265911 MAIL ADDRESS: STREET 1: LIBERTY LANE CITY: LIBEHAMPTON STATE: NH ZIP: 03842 SC 13D/A 1 mar1302_fisher13da3.txt ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Amendment No. 3* FISHER SCIENTIFIC INTERNATIONAL INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 338032105 - -------------------------------------------------------------------------------- (CUSIP Number) Ulrika Ekman Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 (212) 450-4000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 12, 2002 - -------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box [ ]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) Page 1 of 5 Pages ================================================================================ - -------- * 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 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). SCHEDULE 13D - ------------------- ----------------- CUSIP No. 338032105 Page 2 of 5 Pages - ------------------- ----------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Credit Suisse First Boston, on behalf of the investment banking business of the Credit Suisse First Boston business unit - -------------------------------------------------------------------------------- 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 Switzerland - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER See Item 5 -------------------------------------------------- 8 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY See Item 5 EACH REPORTING PERSON -------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER See Item 5 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER See Item 5 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Item 5 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) See Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* BK, HC, OO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No.3 amends and supplements the Report on the Schedule 13D, originally filed on February 10, 1998 (as heretofore amended and supplemented, the "Schedule 13D") with respect to the shares of common stock, $0.01 par value per share (the "Shares") of Fisher Scientific International Inc., a Delaware corporation ("Fisher"). Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D. Item 4. Purpose of the transaction. The response set forth in Item 4 of the Schedule 13D is hereby amended and supplemented by adding, at the end of the third paragraph, the following: "On March 12, 2002, the Reporting Person sold an additional 38,715 Shares as a result of the election by one of the underwriters to partially exercise its over-allotment option." Item 5. Interest in Securities of the Issuer. The response set forth in (a) and (b) of Item 5 of the Schedule 13D is hereby amended by deleting the twentieth through thirty-fourth paragraphs and replacing them with the following: "In connection with the sale of Shares referred to in Item 4, the Reporting Persons entered into an Underwriting Agreement, dated February 12, 2002 (the "Underwriting Agreement", a form of which is filed hereto and made part hereof as Exhibit 10), and a related Custody Agreement and Power of Attorney (filed hereto and made part hereof as Exhibit 11 and Exhibit 12, respectively), among Goldman, Sachs & Co., Credit Suisse First Boston Corporation, J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated (collectively, the "Underwriters"), the Reporting Person and certain other selling stockholders identified therein (collectively, the "Selling Stockholders"). Pursuant to the Underwriting Agreement, the Selling Stockholders granted to the Underwriters an option to purchase up to 1,072,500 Shares to cover over-allotments. To the extent the Underwriters exercise such option, the Reporting Person will sell the additional Shares necessary to satisfy the option exercise ratably in proportion to the number of Shares offered by the Selling Stockholders before the option exercise. In addition, the Selling Stockholders agreed that, without the prior consent of Goldman, Sachs & Co., they would not sell or otherwise dispose of any Shares (or securities convertible into or exchangeable for Shares) for a period of 90 days after the sale under the Underwriting Agreement. In March 2002, Goldman, Sachs & Co. elected to partially exercise its over-allotment option for an aggregate amount of 230,200 additional Shares. As of the date of this Amendment No. 3, Partners II directly holds 3,031,018 Shares and Warrants convertible into an additional 313,745 Shares and has the shared power to vote and direct the disposition of such Shares and Warrants, in accordance with the relationships described in Item 2. As of the date of this Amendment No. 3, Partners II-A directly holds 120,708 Shares and Warrants convertible into an additional 12,495 Shares and has the shared power to vote and direct the disposition of such Shares and Warrants, in accordance with the relationships described in Item 2. As of the date of this Amendment No. 3, Millennium directly holds 49,009 Shares and Warrants convertible into an additional 5,075 Shares and has the shared power to vote and direct the disposition of such Shares and Warrants, in accordance with the relationships described in Item 2. As of the date of this Amendment No. 3, Millennium-A directly holds 9,559 Shares and Warrants convertible into an additional 990 Shares and has the shared power to vote and direct the disposition of such Shares and Warrants, in accordance with the relationships described in Item 2. Page 3 of 5 As of the date of this Amendment No. 3, EAB directly holds 13,610 Shares and Warrants convertible into an additional 1,410 Shares and has the shared power to vote and direct the disposition of such Shares and Warrants, in accordance with the relationships described in Item 2. As of the date of this Amendment No. 3, Offshore II directly holds 149,052 Shares and Warrants convertible into an additional 15,430 Shares and has the shared power to vote and direct the disposition of such Shares and Warrants, in accordance with the relationships described in Item 2. As of the date of this Amendment No. 3, Diversified directly holds 177,217 Shares and Warrants convertible into an additional 18,345 Shares and has the shared power to vote and direct the disposition of such Shares and Warrants, in accordance with the relationships described in Item 2. As of the date of this Amendment No. 3, Diversified-A directly holds 65,809 Shares and Warrants convertible into an additional 6,810 Shares and has the shared power to vote and direct the disposition of such Shares and Warrants, in accordance with the relationships described in Item 2. As of the date of this Amendment No. 3, Funding II directly holds 538,146 Shares and Warrants convertible into an additional 55,700 Shares and has the shared power to vote and direct the disposition of such Shares and Warrants, in accordance with the relationships described in Item 2. As of the date of this Amendment No. 3, 1997 Partners directly holds 80,193 Shares and Warrants convertible into an additional 8,300 Shares and has the shared power to vote and direct the disposition of such Shares and Warrants, in accordance with the relationships described in Item 2. As of the date of this Amendment No. 3, ESC directly holds 1,278 Shares and Warrants convertible into an additional 605 Shares and has the shared power to vote and direct the disposition of such Shares and Warrants, in accordance with the relationships described in Item 2. As of the date of this Amendment No. 3, ESC II directly holds 576,125 Shares and Warrants convertible into an additional 59,165 Shares and has the shared power to vote and direct the disposition of such Shares and Warrants, in accordance with the relationships described in Item 2. In addition, in the ordinary course of the Reporting Person's business, Credit Suisse First Boston Corporation ("CSFBC") directly holds approximately 19,648 Shares in proprietary trading and investment accounts. As a result of the holdings of Fisher's securities described above, the Reporting Person may be deemed to beneficially own indirectly 5,331,069 Shares, representing 9.73% of the outstanding Shares." Page 4 of 5 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: March 13, 2002 CREDIT SUISSE FIRST BOSTON, acting solely on behalf of the investment banking business of the Credit Suisse First Boston business unit By: /s/ Ivy B. Dodes --------------------------------------- Name: Ivy B. Dodes Title: Managing Director Page 5 of 5 SCHEDULES Schedules G, H, I and J are hereby deleted in their entirety and replaced with the following: SCHEDULE G Directors and Executive Officers of Credit Suisse First Boston Corporation The following table sets forth the name, business address, present principal occupation and citizenship of each director and executive officer of CSFB. The business address of the Reporting Person is 11 Madison Avenue, New York, New York 10010. Name Business Address Title and Present Principal Occupation Citizenship - ---- ---------------- -------------------------------------- ----------- John J. Mack 11 Madison Avenue President, Chief Executive Officer, USA New York, NY 10010 Board Member David Brodsky 11 Madison Avenue General Counsel USA New York, NY 10010 Richard F. Brueckner 11 Madison Avenue Managing Director USA New York, NY 10010 Michael Campbell 11 Madison Avenue Managing Director USA New York, NY 10010 Brady W. Dougan 11 Madison Avenue Managing Director, Board Member USA New York, NY 10010 D. Wilson Ervin 11 Madison Avenue Managing Director USA New York, NY 10010 Adebayo Ogunlesi 11 Madison Avenue Head of Global Investment Banking Nigeria New York, NY 10010 Hamilton E. James 11 Madison Avenue Chairman of Global Investment Banking USA New York, NY 10010 and Private Equity, Board Member Robert C. O'Brien 11 Madison Avenue Managing Director USA New York, NY 10010 Carlos Onis 11 Madison Avenue Managing Director, Board Member USA New York, NY 10010 Richard E. Thornburgh 11 Madison Avenue Managing Director and Board Member USA New York, NY 10010 David C. Fisher 11 Madison Avenue Chief Financial Officer USA New York, NY 10010
Name Business Address Title and Present Principal Occupation Citizenship - ---- ---------------- -------------------------------------- ----------- Frank J. DeCongelio 11 Madison Avenue Head of Operations USA New York, NY 10010 Lewis H. Wirshba 11 Madison Avenue Treasurer USA New York, NY 10010 Rochelle Pullman 11 Madison Avenue Controller USA New York, NY 10010
SCHEDULE H Directors and Executive Officers of Credit Suisse First Boston (USA), Inc. The following table sets forth the name, business address, present principal occupation and citizenship of each director and executive officer of CSFBUSA. The business address of CSFBUSA is 11 Madison Avenue, New York, New York 10010. Name Business Address Title and Present Principal Occupation Citizenship - ---- ---------------- -------------------------------------- ----------- John J. Mack 11 Madison Avenue President, Chief Executive Officer, USA New York, NY 10010 Board Member Brady W. Dougan 11 Madison Avenue Head of Securities Division, Board USA New York, NY 10010 Member D. Wilson Ervin 11 Madison Avenue Head of Strategic Risk Management USA New York, NY 10010 David C. Fisher 11 Madison Avenue Chief Accounting Officer USA New York, NY 10010 Hamilton E. James 11 Madison Avenue Chairman of Global Investment Banking USA New York, NY 10010 and Private Equity, Board Member Robert C. O'Brien 11 Madison Avenue Chief Credit Officer USA New York, NY 10010 Richard E. Thornburgh 11 Madison Avenue Division Head Finance, Administration USA New York, NY 10010 and Operations, Board Member Adebayo Ogunlesi 11 Madison Avenue Head of Global Investment Banking Nigeria New York, NY 10010 Lewis K. Wirshba 11 Madison Avenue Treasurer USA New York, NY 10010 Robert M. Buylis 11 Madison Avenue Board Member USA New York, NY 10010 Philip K. Ryan 11 Madison Avenue Board Member USA New York, NY 10010 Maynard J. Toll, Jr. 11 Madison Avenue Board Member USA New York, NY 10010 Neil Moskowitz 11 Madison Avenue Managing Director USA New York, NY 10010 Carlos Onis 11 Madison Avenue Managing Director USA New York, NY 10010 Neil Radey 11 Madison Avenue Managing Director USA New York, NY 10010
Name Business Address Title and Present Principal Occupation Citizenship - ---- ---------------- -------------------------------------- ----------- Charles Stonehill 11 Madison Avenue Managing Director USA New York, NY 10010 Stephen R. Volk 11 Madison Avenue Managing Director, Board member USA New York, NY 10010 David Brodsky 11 Madison Avenue Managing Director, General Counsel USA New York, NY 10010
SCHEDULE I Directors and Executive Officers of Credit Suisse First Boston, Inc. The following table sets forth the name, business address, present principal occupation and citizenship of each director and executive officer of CSFBI. The business address of CSFBI is 11 Madison Avenue, New York, New York 10010. Name Business Address Title and Present Principal Occupation Citizenship - ---- ---------------- -------------------------------------- ----------- John J. Mack 11 Madison Avenue President, Chief Executive Officer, USA New York, NY 10010 Board Member Brady W. Dougan 11 Madison Avenue Managing Director, Head of Securities USA New York, NY 10010 Division, Board Member D. Wilson Ervin 11 Madison Avenue Managing Director, Head of Strategic USA New York, NY 10010 Risk Management David C. Fisher 11 Madison Avenue Managing Director, Chief Accounting USA New York, NY 10010 Officer Hamilton E. James 11 Madison Avenue Chairman of Global Investment Banking USA New York, NY 10010 and Private Equity, Board Member Robert C. O'Brien 11 Madison Avenue Managing Director, Chief Credit Officer USA New York, NY 10010 Richard E. Thornburgh 11 Madison Avenue Chief Financial Officer, Board Member USA New York, NY 10010 Lewis H. Wirshba 11 Madison Avenue Managing Director, Treasurer USA New York, NY 10010 Adrian R.T. Cooper 11 Madison Avenue Vice President USA New York, NY 10010 Neil Moskowitz 11 Madison Avenue Vice President USA New York, NY 10010 David C. O'Leary 11 Madison Avenue Vice President USA New York, NY 10010 Carlos Onis 11 Madison Avenue Vice President USA New York, NY 10010 Neil Radey 11 Madison Avenue Vice President USA New York, NY 10010 Charles Stonehill 11 Madison Avenue Vice President USA New York, NY 10010 Adebayo Ogunlesi 11 Madison Avenue Head of Global Investment Banking Nigeria New York, NY 10010
SCHEDULE J Executive Officers of the Reporting Person The following table sets forth the name, business address, present principal occupation and citizenship of each director and executive officer of CSFBI. The business address of the Reporting Person is 11 Madison Avenue, New York, New York 10010. Name Business Address Title and Present Principal Occupation Citizenship - ---- ---------------- -------------------------------------- ----------- John J. Mack 11 Madison Avenue Chief Executive Officer, Chairman USA New York, NY 10010 Christopher Carter 17 Columbus Courtyard Chairman of Europe USA London, England E14 4DA Brady W. Dougan 11 Madison Avenue Head of Securities Division USA New York, NY 10010 Hamilton E. James 11 Madison Avenue Chairman of Global Investment Banking USA New York, NY 10010 and Private Equity Gary G. Lynch 11 Madison Avenue Global General Counsel USA New York, NY 10010 Thomas R. Nides 11 Madison Avenue Chief Administrative Officer USA New York, NY 10010 Hector W. Sants 11 Madison Avenue Chief Executive of Europe USA New York, NY 10010 Richard E. Thornburgh 11 Madison Avenue Chief Financial Officer USA New York, NY 10010 Stephen R. Volk 11 Madison Avenue Chairman of CSFB USA New York, NY 10010 Adebayo Ogunlesi 11 Madison Avenue Head of Global Investment Banking Nigeria New York, NY 10010 Eileen Murray 11 Madison Avenue Head of IT and Operations USA New York, NY 10010
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