-----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, KFAMVLT+qejXE+3/kSwQngAJDOSIHVVwdCKbJ+0vMt/UTEoSTuPM/LVShEO92PMe rHQ4zEEOf0tbjsHvAnxsiA== 0000897423-97-000074.txt : 19970606 0000897423-97-000074.hdr.sgml : 19970606 ACCESSION NUMBER: 0000897423-97-000074 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970605 SROS: NYSE GROUP MEMBERS: ED P. BASS GROUP MEMBERS: LEE M. BASS GROUP MEMBERS: NANCY L. BASS GROUP MEMBERS: PERRY R. BASS GROUP MEMBERS: PORTFOLIO ASSOCIATES, INC. GROUP MEMBERS: PORTFOLIO B INVESTORS, L.P. GROUP MEMBERS: SID R. BASS GROUP MEMBERS: SID R. BASS MANAGEMENT TRUST GROUP MEMBERS: TF INVESTORS, L.P. GROUP MEMBERS: THE BASS MANAGEMENT TRUST GROUP MEMBERS: THOMAS M. TAYLOR GROUP MEMBERS: TRINITY CAPITAL MANAGEMENT, INC. GROUP MEMBERS: TRINITY I FUND L P GROUP MEMBERS: TRINITY I FUND, L.P. 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: 005-44475 FILM NUMBER: 97619427 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRINITY I FUND L P CENTRAL INDEX KEY: 0001002783 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 201 MAIN ST STREET 2: STE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173908400 MAIL ADDRESS: STREET 1: 201 MAIN ST STREET 2: STE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13D/A 1 FISHER SCIENTIFIC INTERNATIONAL, INC. SCHED. 13D, AMEND. NO. 6 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. 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. 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. 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. 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. 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. 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. 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 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. 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. 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. 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. 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 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 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. 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. 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 EX-99.2 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 -----END PRIVACY-ENHANCED MESSAGE-----