-----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, UPwXYAWxxc+4LpOKQLoheF34xt6MPs2Dw+57iMi+abqQYHbA3bbkgCeFPZFP7Y3B k7UbAM6803yGUU8U0XB/sw== 0000950103-02-001396.txt : 20021218 0000950103-02-001396.hdr.sgml : 20021218 20021218122356 ACCESSION NUMBER: 0000950103-02-001396 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021218 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: 02861374 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 nov2102_13da5.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. 5* 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) November 7, 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.5 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 October 24, 2002, October 28, 2002, November 5, 2002, November 6, 2002 and November 7, 2002, the Reporting Person sold an additional 1,156,812 Shares on the open market in the amounts and at the prices set forth in Schedule 4 hereto." 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 and supplemented by adding, as a new paragraph after the twentieth paragraph, the following: "In connection with the sale of Shares in October and November of 2002 referred to in Item 4, the Reporting Persons entered into a Waiver Agreement dated October 23, 2002 (the "Waiver Agreement"), a form of which is filed herewith and made a part hereof as Exhibit 13, with the Company and certain of its stockholders, pursuant to which the parties agreed to waive the application of certain provisions of the Investors' Agreement to certain transfers of Shares proposed to be undertaken by the stockholder parties to the Waiver Agreement. Among other provisions, the parties agreed that the transferees of these Shares would not be required to be bound by the terms of the Investors' Agreement, which otherwise continues in full force and effect." The response set forth in (a) and (b) of Item 5 of the Schedule 13D is hereby amended by deleting the twenty- first through thirty-fourth paragraphs and replacing them with the following: As of the date of this Amendment No. 5, Partners II directly holds 2,302,315 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. 5, Partners II-A directly holds 91,688 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. 5, Millennium directly holds 37,226 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. 5, Millennium-A directly holds 7,261 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. As of the date of this Amendment No. 5, EAB directly holds 10,338 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. Page 3 of 5 As of the date of this Amendment No. 5, Offshore II directly holds 113,218 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. 5, Diversified directly holds 134,604 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. 5, Diversified-A directly holds 49,987 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. 5, Funding II directly holds 408,767 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. 5, 1997 Partners directly holds 60,913 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. 5, ESC directly holds 4,428 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. 5, ESC II directly holds 434,158 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 21,148 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 4,174,121 Shares, representing 8.03% of the outstanding Shares." Item 7. Material to be Filed as Exhibits. Exhibit 13: Form of Waiver Agreement among the Company and certain parties to the Investors' Agreement. 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: November 21 , 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 Gary G. Lynch 11 Madison Avenue Managing Director, 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 Jeffrey M. Peek 11 Madison Avenue Board Member USA New York, NY 10010 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, Board Member USA New York, NY 10010 David C. Fisher 11 Madison Avenue Chief Financial Officer, Board Member USA New York, NY 10010 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 Financial and Accounting Officer USA New York, NY 10010 Jeffrey M. Peek 11 Madison Avenue Managing Director, Head of Financial USA New York, NY 10010 Services Division, Board Member Robert C. O'Brien 11 Madison Avenue Chief Credit Officer USA New York, NY 10010 Richard E. Thornburgh 11 Madison Avenue Head of Finance and Risk, Board USA New York, NY 10010 Member Adebayo Ogunlesi 11 Madison Avenue Managing Director, Head of Global Nigeria New York, NY 10010 Investment Banking, Board Member Lewis H. Wirshba 11 Madison Avenue Treasurer USA New York, NY 10010 Eileen K. Murray 11 Madison Avenue Managing Director, Board Member USA New York, NY 10010 Andrew B. Federbusch 11 Madison Avenue Managing Director USA New York, NY 10010 Luther L. Terry, Jr. 11 Madison Avenue Managing Director 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 Stephen R. Volk 11 Madison Avenue Managing Director, Board member USA New York, NY 10010 Gary G. Lynch 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 USA New York, NY 10010 D. Wilson Ervin 11 Madison Avenue Managing Director USA New York, NY 10010 David C. Fisher 11 Madison Avenue Managing Director, Chief Accounting USA New York, NY 10010 Officer, Controller Steven R. Volk 11 Madison Avenue Board Member USA New York, NY 10010 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 Eileen K. Murray 11 Madison Avenue Managing Director USA New York, NY 10010 Neil Moskowitz 11 Madison Avenue Managing Director USA New York, NY 10010 David C. O'Leary 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 Jeffery M. Peek 11 Madison Avenue Managing Director USA New York, NY 10010 Adebayo Ogunlesi 11 Madison Avenue Managing Director Nigeria New York, NY 10010 Jeffrey H. Salzman 11 Madison Avenue Managing Director USA New York, NY 10010 Gary G. Lynch 11 Madison Avenue Managing Director, General Counsel USA 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 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 Barbara Yastine 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 Global Technology and USA New York, NY 10010 Operations Paul Costello 11 Madison Avenue Chairman, Chief Executive Officer of USA New York, NY 10010 Asia Pacific Brian D. Finn 11 Madison Avenue USA New York, NY 10010 Jeffery M. Peek 11 Madison Avenue Head of Financial Services USA New York, NY 10010
SCHEDULE 4 Name of Entity Date of Sale Number of Shares Price Partners II 10/24/02 8,441 $29.30 Partners II-A 10/24/02 336 $29.30 Millennium 10/24/02 136 $29.30 Millennium-A 10/24/02 27 $29.30 EAB 10/24/02 38 $29.30 Offshore II 10/24/02 415 $29.30 Diversified 10/24/02 494 $29.30 Diversified-A 10/24/02 183 $29.30 Funding II 10/24/02 1,499 $29.30 1997 Partners 10/24/02 223 $29.30 ESC 10/24/02 16 $29.30 ESC II 10/24/02 1,592 $29.30 Partners II 10/28/02 693 $29.00 Partners II-A 10/28/02 28 $29.00 Millennium 10/28/02 11 $29.00 Millennium-A 10/28/02 2 $29.00 EAB 10/28/02 3 $29.00 Offshore II 10/28/02 34 $29.00 Diversified 10/28/02 41 $29.00 Diversified-A 10/28/02 15 $29.00 Funding II 10/28/02 123 $29.00 1997 Partners 10/28/02 18 $29.00 ESC 10/28/02 1 $29.00 ESC II 10/28/02 131 $29.00 Partners II 11/05/02 249,261 $29.20 Partners II-A 11/05/02 9,927 $29.20 Millennium 11/05/02 4,030 $29.20 Millennium-A 11/05/02 786 $29.20 EAB 11/05/02 1,119 $29.20 Offshore II 11/05/02 12,258 $29.20 1 Diversified 11/05/02 14,573 $29.20 Diversified-A 11/05/02 5,412 $29.20 Funding II 11/05/02 44,255 $29.20 1997 Partners 11/05/02 6,595 $29.20 ESC 11/05/02 480 $29.20 ESC II 11/05/02 47,004 $29.20 Partners II 11/06/02 251,971 $29.91 Partners II-A 11/06/02 10,036 $29.91 Millennium 11/06/02 4,074 $29.91 Millennium-A 11/06/02 795 $29.91 EAB 11/06/02 1,131 $29.91 Offshore II 11/06/02 12,392 $29.91 Diversified 11/06/02 14,732 $29.91 Diversified-A 11/06/02 5,472 $29.91 Funding II 11/06/02 44,736 $29.91 1997 Partners 11/06/02 6,666 $29.91 ESC 11/06/02 480 $29.91 ESC II 11/06/02 47,515 $29.91 Partners II 11/07/02 218,337 $29.19 Partners II-A 11/07/02 8,693 $29.19 Millennium 11/07/02 3,532 $29.19 Millennium-A 11/07/02 688 $29.19 EAB 11/07/02 981 $29.19 Offshore II 11/07/02 10,735 $29.19 Diversified 11/07/02 12,764 $29.19 Diversified-A 11/07/02 4,740 $29.19 Funding II 11/07/02 38,766 $29.19 1997 Partners 11/07/02 5,778 $29.19 ESC 11/07/02 425 $29.19 ESC II 11/07/02 41,173 $29.19 All trades were effected on the New York Stock Exchange. 2 EX-13 3 nov2102_ex13.txt Exhibit 13 WAIVER AGREEMENT AGREEMENT, dated as of October __, 2002, by and among Fisher Scientific International Inc., a Delaware corporation (the "Company") and the undersigned parties to the Investors' Agreement (as defined below) as Shareholders (the "Shareholders"). W I T N E S S E T H ------------------- WHEREAS, the parties entered into that certain Investors' Agreement, dated as of January 21, 1998, by and among the Company, the THL Entities, the DLJ Entities, Chase Equity, the Merrill Lynch Entities and the Management Shareholders, as subsequently amended (the "Investors' Agreement"); WHEREAS, the THL Entities propose to make a pro rata distribution to their partners (the "Proposed Distribution") of __________ of the shares of Common Stock of the Company held by the THL Entities (the "Subject Shares") so that such partners will be free to sell the Subject Shares, subject to compliance with Rule 144 under the Securities Act of 1933 (the "Securities Act"); WHEREAS, the THL Entities have verbally informed the other Shareholders of their intent and have offered the other Shareholders, and certain other Shareholders intend to exercise, the opportunity to similarly distribute or sell, in compliance with Rule 144 under the Securities Act, a proportionate number of shares of Common Stock of the Company held by such other Shareholders calculated in accordance with the Investors' Agreement; and WHEREAS, in order to facilitate the Proposed Distribution of the Subject Shares, the THL Entities have requested that the Shareholders waive application of the provisions of the Investors' Agreement to the Proposed Distribution; NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. Capitalized terms used herein without definition shall have the meanings set forth in the Investors' Agreement. 2. Waiver. The Company and the Shareholders, as parties to the Investors' Agreement, for purposes of the Proposed Distribution and any related sale or distribution by the DLJ Entities, Chase Equity, the Merrill Lynch Entities and the Management Shareholders of the number of shares of Common Stock of the Company set forth opposite their names on Schedule 1 hereto (the "Other Shares"), hereby waive application of the provisions of the Investors' Agreement as follows: a. The Shareholders hereby acknowledge verbal notice of the Proposed Distribution and the sufficiency thereof, and waive any and all rights to receive further notice, written or otherwise, of such distribution pursuant to Section 4.1 of the Investors' Agreement or otherwise. b. The Company and the Shareholders hereby acknowledge and agree that third parties (including any THL Designated Transferees or Permitted Transferees) receiving the Subject Shares and the Other Shares shall not be required to agree to be bound by the terms of the Investors' Agreement and shall not be so bound. c. The Company and the Shareholders hereby waive application of any other provisions of the Investors' Agreement that would impose further requirements or otherwise bar (i) the Proposed Distribution by the THL Entities or (ii) the sales or distributions of the Other Shares by the Shareholders (other than the THL Entities) and by their Permitted Transferees. 3. Miscellaneous. (a) This agreement is limited as specified and shall not constitute a modification or waiver of any other provisions of the Investors' Agreement and shall relate solely to the Proposed Distribution and any sales or distributions of the Other Shares by the Shareholders (other than the THL Entities) and by their Permitted Transferees. (b) This agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts shall be an original, but all of which shall constitute one and the same instrument. (c) This agreement shall be construed and enforced in accordance with, and the rights of the parties hereto shall be governed by, the laws of the State of Delaware. (d) This agreement shall become effective against any party upon the execution of this agreement by such party. [Remainder of Page Intentionally Left Blank] 2 IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. COMPANY: FISHER SCIENTIFIC INTERNATIONAL INC. By: --------------------------------- Name: Title: 3 HOLDERS: IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. THL Entities: THOMAS H. LEE EQUITY FUND III, L.P. By: THL Equity Advisors III Limited Partnership, as general partner By: THL Equity Trust III, as general partner By: --------------------------------- Name: Title: THOMAS H. LEE FOREIGN FUND III, L.P. By: THL Equity Advisors III Limited Partnership, as general partner By: THL Equity Trust III, as general partner By: --------------------------------- Name: Title: THL FSI EQUITY INVESTORS, L.P. By: THL Equity Advisors III Limited Partnership, as general partner By: THL Equity Trust III, as general partner By: --------------------------------- Name: Title: THOMAS H. LEE INVESTORS LIMITED PARTNERSHIP (f/k/a THL-CCI Limited Partnership) By: THL Investment Management Corp., as general partner By: --------------------------------- Name: Thomas H. Lee Title: Chairman and Chief Executive Officer IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. DLJ Entities: DLJMB FUNDING II, INC. By: --------------------------------- Name: Title: UK INVESTMENT PLAN 1997 PARTNERS By: Donaldson, Lufkin & Jenrette, Inc., as general partner By: --------------------------------- Name: Daniel Dross Title: Attorney-in-Fact DLJ MERCHANT BANKING PARTNERS II, L.P. By: DLJ Merchant Banking II, Inc., as managing general partner By: --------------------------------- Name: Title: DLJ MERCHANT BANKING PARTNERS II-A, L.P. By: DLJ Merchant Banking II, Inc., as managing general partner By: --------------------------------- Name: Title: DLJ MILLENIUM PARTNERS, L.P. By: DLJ Merchant Banking II, Inc., as managing general partner By: --------------------------------- Name: Title: DLJ MILLENIUM PARTNERS-A, L.P. By: DLJ Merchant Banking II, Inc., as managing general partner By: --------------------------------- Name: Title: DLJ OFFSHORE PARTNERS II, CV By: DLJ Merchant Banking II, Inc., as advisory general partner By: --------------------------------- Name: Title: DLJ DIVERSIFIED PARTNERS, L.P. By: DLJ Diversified Partners, Inc., as managing general partner By: --------------------------------- Name: Title: DLJ DIVERSIFIED PARTNERS-A, L.P. By: DLJ Diversified Partners, Inc., as managing general partner By: --------------------------------- Name: Title: DLJ EAB PARTNERS, L.P. By: DLJ LBO Plans Management Corporation, as managing general partner By: --------------------------------- Name: Title: DLJ ESC II, L.P. By: DLJ LBO Plans Management Corporation, as general partner By: --------------------------------- Name: Title: DLJ FIRST ESC, L.P. By: DLJ LBO Plans Management Corporation, as general partner By: --------------------------------- Name: Title: IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. J.P. MORGAN PARTNERS (BHCA), L.P. (f/k/a Chase Equity Associates, L.P.) By: JPMP Master Fund Manager, L.P., its General Partner By: JPMP Capital Corp., its General Partner By: --------------------------------- Name: Title: IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. Merrill Lynch Entities: ML IBK POSITIONS, INC. By: --------------------------------- Name: Title: KECALP INC. By: --------------------------------- Name: Title: MERRILL LYNCH KECALP L.P. 1997 By: KECALP Inc., as general partner By: --------------------------------- Name: Title: IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. By: --------------------------------- Name: David V. Harkins IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. By: --------------------------------- Name: The 1995 Harkins Gift Trust IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. By: --------------------------------- Name: Thomas R. Shepherd Money Purchase Pension Plan IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. By: --------------------------------- Name: Scott A. Schoen IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. By: --------------------------------- Name: C. Hunter Boll IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. By: --------------------------------- Name: Scott M. Sperling IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. By: --------------------------------- Name: Sperling Family Limited Partnership IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. By: --------------------------------- Name: Anthony J. DiNovi IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. By: --------------------------------- Name: Thomas M. Hagerty IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. By: --------------------------------- Name: Warren C. Smith, Jr. IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. By: --------------------------------- Name: Seth W. Lawry IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. By: --------------------------------- Name: Joseph J. Incandela IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. By: --------------------------------- Name: Kent R. Weldon IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. By: --------------------------------- Name: Terrence M. Mullen IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. By: --------------------------------- Name: Todd M. Abbrecht IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. By: --------------------------------- Name: Wendy L. Masler IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. By: --------------------------------- Name: Andrew D. Flaster IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. By: --------------------------------- Name: First Trust Corporation as Trustees for Kristina Weinberg-Watts IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. By: --------------------------------- Name: Charles Robins IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. By: --------------------------------- Name: James Westra IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. By: --------------------------------- Name: Charles A. Brizius -----END PRIVACY-ENHANCED MESSAGE-----