10-K405

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)
þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2001
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
	For the transition period from           to

Commission File Number 1-10920.

Fisher Scientific International Inc.

(Exact name of registrant as specified in its charter)

Delaware	02-0451017
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification No.)
One Liberty Lane Hampton, New Hampshire (Address of principal executive offices)	03842 (Zip Code)

Registrant’s telephone number, including area code:

(603) 926-5911

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, par value $.01 per share	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes þ          No o

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in the definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     þ

      The aggregate market value of the voting stock held by non-affiliates of the registrant as of March 22, 2002 was approximately $745,472,000.

      The number of shares of Common Stock outstanding, including 3,207,809 shares of non-voting Common Stock, as of March 22, 2002 was 54,233,649.

      Documents Incorporated by Reference: The registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held May 8, 2002 is incorporated by reference into Part III.

TABLE OF CONTENTS

PART I
	Item 1. Business
	Item 2. Properties
	Item 3. Legal Proceedings
	Item 4. Submission of Matters to a Vote of Security Holders
PART II
	Item 5. Market For Registrant’s Common Equity and Related Stockholder Matters
	Item 6. Selected Financial Data
	Item 7. Management’s Discussion and Analysis of Results of Operations and Financial Condition
	Item 7A. Quantitative and Qualitative Disclosures About Market Risk
	Item 8. Financial Statements and Supplementary Data
		Index to Financial Statements
		Independent Auditors’ Report
		Statement of Operations
		Balance Sheet
		Statement of Cash Flows
		Statement of Changes in Stockholders’ Equity (Deficit) and Other Comprehensive Income (Loss)
		Notes to Financial Statements
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
PART III
	Item 10. Directors and Executive Officers of the Registrant
	Item 11. Executive Compensation
	Item 12. Security Ownership of Certain Beneficial Owners and Management
	Item 13. Certain Relationships and Related Transactions
PART IV
	Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K
SCHEDULE II
SIGNATURES
EX-10.1 EMPLOYMENT AGREEMENT WITH PAUL M. MONTRONE
EX-10.2 EMPLOYMENT AGREEMENT WITH PAUL M. MEISTER
EX-21.1 SUBSIDIARIES OF THE REGISTRANT
EX-23.1 CONSENT OF DELOITTE & TOUCHE LLP

PART I

Item 1.     Business

Introduction

      We are the world leader in serving science. We offer more than 600,000 products and services to more than 350,000 customers located in approximately 145 countries. As a result of our broad product offering, integrated global logistics network and electronic commerce capabilities, we serve as a one-stop source of products, services and global solutions for many of our customers.

      Our products include scientific instruments and equipment, clinical consumables, diagnostic reagents, safety and clean-room supplies, laboratory equipment and workstations. We offer both proprietary products and products that we source from more than 6,000 vendors. Our proprietary products consist of self-manufactured products, Fisher branded products and products for which we serve as the exclusive distributor. We generate approximately 80% of our revenues from the sale of consumable products.

      We offer a range of services, such as third-party procurement, contract manufacturing, pharmaceutical packaging for clinical trials and laboratory-instrument calibration and repair. Our broad offering of products and services enables us to effectively serve a diverse range of customers. Through acquisitions of a pharmaceutical packaging services business and diagnostic manufacturing businesses, we have expanded our outsourcing capabilities to offer a more comprehensive suite of services and leverage our brand recognition in the pharmaceutical, biotechnology and healthcare industries. In addition, through our acquisition of Cole-Parmer Instrument Company and its affiliated companies, which we refer to collectively as Cole-Parmer, we have enhanced our offerings of specialty technical products, including products manufactured by Cole-Parmer and other proprietary products.

      We have assembled an integrated global logistics network through which we service our customers. This network, together with our order entry and inventory management systems, allows us to deliver products and provide services on a rapid basis worldwide. We make over 25,000 shipments each day. In the United States, we ship approximately 95% of all orders within 24 hours of the customer placing the order.

      We were founded in 1902 and trace our roots back to 1851. Through organic growth and acquisitions we have established ourselves as the world leader in serving science. In January 1998, our management and an investment group including partnerships affiliated with Thomas H. Lee Partners, L.P. purchased 87% of our common stock in a leveraged recapitalization. In May 2001, we sold 12.8 million shares of common stock in an underwritten public offering.

      In February 2002, certain of our stockholders sold 7.4 million shares of common stock in an underwritten public offering. We did not receive any of the proceeds from this offering. Currently, Thomas H. Lee Partners and its affiliates and the members of the investment group own approximately 46% of our outstanding common stock, management of the Company owns 5% and the public owns 49%.

The Industry

      We report financial results on the basis of three business segments: domestic distribution, international distribution and laboratory workstations. The domestic distribution segment engages in the sale and distribution of products and services in the life-science research supply market, clinical laboratory supply market and industrial safety supply market. Our international distribution and laboratory workstations segments engage in the sale and distribution of products and services primarily in the life-science research supply market.

      Life-Science Research. The life-science-research supply market consists primarily of the manufacture, sourcing and distribution of a wide range of scientific instruments, equipment, chemicals and other supplies, to a wide range of pharmaceutical, biotechnology and educational customers. We estimate that sales to the United States scientific research market totaled approximately $7.5 billion in 2000 and that those sales are growing at an average annual rate of 6% to 8%. We believe that the following recent developments suggest

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continued growth in overall research investment by pharmaceutical, biotechnology and medical technology companies:

•  Advances in the field of genomics. The mapping of the human genome by the Human Genome Project and its private counterparts coupled with rapid developments in the field of proteomics to elucidate the function of proteins and their role in diseases is generating significant life science laboratory activity directed at discovering new medicines and biological agents.

•  Increasing number of prescription drugs in development worldwide. The number of prescription drugs in the worldwide development pipeline increased by 49% from approximately 5,500 in 1995 to approximately 8,200 in 2000.

      Clinical Laboratory. The clinical laboratory supply market consists primarily of the manufacture, sourcing and distribution of a broad range of scientific instruments, equipment, clinical consumables, diagnostic stains and reagents and other supplies to group purchasing organizations, integrated delivery networks, independent clinical laboratories, hospital and physician office laboratories, and other healthcare providers. The clinical laboratory industry has experienced significant growth in recent years as a result of increasing point of care testing and an ever-increasing array of advanced diagnostic tests and procedures. We estimate that the clinical testing laboratory market, totals approximately $8.0 billion per year and will continue to grow over the next several years due to such factors as the general aging of the United States population, the development of more advanced tests for the early detection of disease and increased occupational drug testing.

      Industrial Safety Supply. The industrial safety supply market consists of the manufacture, sourcing and distribution of occupational health and safety products. These products include respiratory protection systems, environmental monitoring and sampling equipment, personal protection equipment and other safety and clean room supplies. Typical users of these products include industrial companies, electronic manufacturers and pharmaceutical and biotechnology companies. The industrial safety supply market is a highly fragmented market that we estimate to be approximately $8.5 billion per year.

Customers

      We serve more than 350,000 customers in approximately 145 countries. Our customers range from nationally and internationally recognized scientific research, medical and educational institutions, pharmaceutical, biotechnology and medical technology companies, member and non-member hospitals of hospital purchasing organizations and government agencies to start-up companies. No single customer represented more than 5% of our total sales for each of the three years ended 2001.

      We market our products and services to the following three principal customer groups:

•  laboratories engaged in life-science scientific research and testing, including biotechnology, medical technology and pharmaceutical companies, research institutions, medical schools and universities;

•  healthcare providers that perform diagnostic tests, such as independent clinical laboratories, hospitals and physicians’ laboratories; and

•  users of occupational health and safety products in manufacturing and other activities.

Products and Services

      We currently offer more than 600,000 products, including self-manufactured products and products that we source from third-party manufacturers. Our products include organic and inorganic chemicals, diagnostic reagents, active pharmaceutical intermediaries, laboratory equipment and laboratory workstations. We constantly seek to expand and refine our product offerings to provide our customers with a complete array of products including:

•  life-science research products, such as scientific instruments, equipment, organic and inorganic chemicals and other supplies;

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•  clinical laboratory products, such as scientific instruments, equipment, clinical consumables, diagnostic stains and reagents and other supplies; and

•  industrial safety supply products, such as personal protection equipment, respiratory protection systems, environmental monitoring and sampling equipment and other safety and clean room supplies.

      Proprietary Products. Our proprietary products consist of self-manufactured products, Fisher branded products and products for which we serve as the exclusive distributor. Proprietary products accounted for approximately 40% of sales in 2001. We sell these products primarily through our domestic and international distribution segments.

      Services and Repair. Our domestic and international distribution segments offer our customers general laboratory instrument repair, ISO 9002 scientific certification services, quality assurance services, equipment services, and general business solutions. We service all of our self-manufactured equipment and instrumentation and provide repair and warranty services for many other manufacturers. In addition, our broad portfolio of services includes instrument calibration, instrument certification and integrated services designed to provide comprehensive instrument coverage, documentation and facility service management and implementation of cost savings programs.

      Pharmaceutical Outsourcing Services. Through our domestic distribution segment we provide contract manufacturing services worldwide to our pharmaceutical and biotechnology customers. These services include the manufacturing of chemicals and diagnostics according to customers’ specifications. In addition, we have expanded our service offerings to leverage our presence and brand recognition in the pharmaceutical development and biotechnology industries by providing specialized packaging, labeling, distribution and supply-chain management services for pharmaceutical and biotechnology companies conducting clinical trials for new medicines and disease therapies.

      Laboratory Workstations. We manufacture and distribute laboratory workstations and fume hoods to companies engaged in scientific research. We sell our laboratory workstations primarily through a network of exclusive dealers. Our laboratory workstation product offering complements our broad consumable portfolio and enhances our position as a one-stop source for the laboratory needs of our customers. We also sell enclosures for technology and communication equipment.

Sales and Marketing

      Sales and Customer Service Professionals. We provide customer support through a worldwide network of more than 3,000 sales and customer service professionals. Our sales and customer service professionals consist of account representatives and product/ systems sales specialists who are located worldwide. These sales and customer service professionals, supported by a scientific and technical staff, respond to end-user product or application questions and assist customers with efficient order acquisition. Many of these sales and customer service professionals have scientific or medical backgrounds, which enable them to provide technical assistance to the end users of our products. Because of the complexity of many of the products that we offer, we believe that this technical expertise is highly valued by our customers. These representatives provide the basis for our market-driven new product and service development program. They do this by identifying customer needs and based upon this information, we use our extensive technical expertise to develop new products or services.

      Fisher Catalog. We have been publishing the Fisher Catalog for 98 years. The Fisher Catalog is a standard product reference for the scientific community worldwide. In addition, we publish the Fisher HealthCare Catalog, the Acros Organics Catalog of Fine Chemicals, the Fisher Chemical Catalog, the Fisher Science Education Catalog, the Fisher Scientific Safety Catalog and the Cole-Parmer General Catalog. We also publish catalogs in eight different languages to support our growing worldwide presence. We continuously add new products to the electronic version of our catalogs, making our suite of catalogs one of the most complete and up-to-date sources of laboratory and safety products available. We produce more than two million printed copies of the various catalogs biennially, with supplements tailored to specific market segments such as biotechnology, research chemicals, educational materials and occupational health and safety.

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      Electronic-Commerce. We introduced our first proprietary electronic ordering system in 1967. We have developed e-commerce capabilities that target the scientific research, healthcare and safety marketplaces. We believe that our web-enabled procurement system is the leading e-commerce solution serving the life science, clinical laboratory and industrial safety markets. Our e-commerce sales increased to $518.0 million, or 18.0% of total sales for 2001, compared with $367.0 million, or 14% of total sales in 2000 and $255.4 million, or 10.2% of total sales in 1999. We will continue to invest in our e-commerce infrastructure to provide customer-oriented procurement solutions.

Distribution Network

      Our domestic logistics network consists of 25 locations, including a national distribution center in Somerville, New Jersey, regional centers in Massachusetts, California, Illinois and Georgia and 20 local distribution facilities throughout the United States.

      Outside of the United States, we have 17 logistic facilities in 10 countries, including facilities in Canada, Europe, the Far East and Latin America. We augment our international logistics network with sales offices in 22 countries and independent dealers in over 100 countries worldwide. We make over 25,000 shipments per day. In the United States, we ship approximately 95% of all orders within 24 hours of the customer’s placing the order.

      We distribute approximately 80% of our product deliveries through independent package delivery companies. Approximately 60% of our product deliveries in the United States are through United Parcel Service (UPS). The collective bargaining agreement between UPS and its delivery employees expires on July 31, 2002. If UPS is unable to renegotiate its current collective bargaining agreement on favorable terms and experiences a strike, work stoppage or slowdown, we would experience substantial disruptions to our distribution operations which would have a material adverse impact on our results of operations and cash flows.

Manufacturing

      Our principal manufacturing facilities are located in:

•  Mountain Home, Arkansas;

•  Camarillo, California;

•  Barrington, Illinois;

•  Fair Lawn and Somerville, New Jersey;

•  Rochester and Conklin, New York;

•  Allentown and Indiana, Pennsylvania;

•  Middletown, Virginia;

•  Two Rivers, Wisconsin;

•  Geel, Belgium;

•  Queretaro, Mexico;

•  Singapore;

•  Basel, Switzerland; and

•  Loughborough and Horsham, United Kingdom.

      We have clean-room manufacturing facilities that meet customer and Food and Drug Administration requirements. All chemicals manufactured in their FDA licensed, ISO 9002-certified and cGMP facilities undergo rigorous quality assurance and testing procedures throughout the production process. We have invested in a complete range of instrumentation and scientific staff for quality testing and analysis.

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Suppliers

      We distribute laboratory instruments, supplies and equipment obtained from approximately 6,000 vendors. Our largest supplier represented less than 10% of sales for each of the years 2001, 2000 and 1999. Our manufacturing operations are not dependent on any particular supplier or group of affiliated suppliers for raw materials, and we have not experienced difficulties in obtaining raw materials in the past.

Competition

      We operate in a highly competitive market. We compete primarily with a wide range of suppliers and manufacturers that sell their own products directly to end-users. We also compete with other distributors. The principal means of competition in the markets we serve are systems capabilities, product breadth, price and service. We believe we compete favorably as to all of these factors.

Trademarks and Patents

      We own or license several patents and patent applications, but we do not consider any single patent to be material. We have more than 250 registered and unregistered service marks and trademarks for our products and services. Some of our more significant marks include Accumet, Acros, Barnant, Biochemical Sciences, Chemalert, Chemguard, Enviroware, Eutech, Fisher, Fisherbiotech, Fisherbrand, Fisher Diagnostics, Fisher HealthCare, Fisher Rims, Fisher Safety, Fisher Scientific, Gastrak, Hamilton, Histoprep, Isotemp, Marathon, Masterflex, Microprobe, Oakton, Optima, and Valutrak. Registered trademarks generally can have perpetual life, provided they are renewed on a timely basis and continue to be used properly as trademarks, subject to the rights of third parties to seek cancellation of the marks.

Environmental Matters

      A number of our domestic and international operations involve the handling, manufacturing, use or sale of substances that are or could be classified as toxic or hazardous substances within the meaning of applicable environmental laws. Consequently, some risk of environmental and other damage is inherent in our particular operations and products, as it is with other companies engaged in similar businesses. Our expenses for environmental matters relate to the costs of managing company-wide environmental protection compliance programs, complying with environmental regulations and permitting requirements and installing, operating and maintaining groundwater treatment systems and other remedial activities related to environmental contamination. These expenses were approximately $1.2 million in 2001 and 2000, respectively and $1.0 million in 1999. We estimate that our expenses for environmental matters will continue to be approximately $1.0 million per year.

      Our Fair Lawn and Somerville, New Jersey, facilities are the subject of administrative consent orders issued by the New Jersey Department of Environmental Protection. These orders require us to maintain groundwater remediation activities at these sites. In addition, as the owner of the Fair Lawn facility, we are listed as a potentially responsible party for remediation of contamination located within an area called the Fairlawn Wellfields Superfund Site. This site was listed in 1983 on the National Priority List under the Federal Comprehensive Environmental Response Compensation and Liability Act of 1980. This statute, referred to as “CERCLA”, is also known as the “Superfund Act”. We have also been notified that we are among the potentially responsible parties under CERCLA or similar state laws for the costs of investigating or remediating contamination at various other Superfund sites. Other liabilities for environmental matters relate to domestic and international remedial measures and environmental regulatory compliance requirements such as the Clean Air Act, the Clean Water Act and other applicable governmental requirements.

      We cannot predict the potential costs related to environmental matters and the possible impact on future operations given the uncertainties regarding the extent of any required cleanups, the complexity and interpretation of applicable laws and regulations, the varying costs of alternative cleanup methods and the extent of our responsibility. However, these costs could be material. We record accruals for environmental liabilities based on current interpretations of environmental laws and regulations when it is probable that a liability has been incurred and the amount of such liability can be reasonably estimated. We calculate

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estimates based upon reports prepared by environmental specialists and management’s knowledge and experience with these environmental matters. We include in these estimates potential costs for investigation, remediation and operation and maintenance of cleanup sites. Accrued liabilities for environmental matters were $29.8 million and $31.0 million at December 31, 2001 and 2000, respectively.

      Although these amounts do not include third-party recoveries, we may be entitled to indemnification from third parties for liabilities relating to certain sites. We believe that this accrual is adequate for the environmental liabilities we expect to incur. As a result, we believe that our ultimate liability with respect to environmental matters will not have a material adverse effect on our financial position, results of operations or cash flows. However, we may be subject to additional remedial or compliance costs due to future events, such as changes in existing laws and regulations, changes in agency direction or enforcement policies, developments in remediation technologies or changes in the conduct of our operations, which could have a material adverse effect on our financial position, results of operations or cash flows.

Foreign and Domestic Operations, Segment Data and Export Sales

      For information regarding foreign and domestic operations and export sales, refer to “Item 8 – Financial Statements and Supplementary Data – Note 20 – Segment and Geographical Financial Information,” which is incorporated herein by reference.

Employees

      As of December 31, 2001, we had approximately 8,900 full-time employees. We consider relations with our employees to be good. We are a party to several collective bargaining agreements, which do not cover a significant number of employees.

Management

      Our executive officers and directors, and their ages and positions as of December 31, 2001 are:

Executive Officers and Directors	Age		Position
Paul M. Montrone(3)		60	Chairman of the Board and Chief Executive Officer
Paul M. Meister(3)		49	Vice Chairman of the Board
David T. Della Penta		54	President and Chief Operating Officer
Kevin P. Clark		39	Vice President and Chief Financial Officer
Todd M. DuChene		38	Vice President, General Counsel and Secretary
Mitchell J. Blutt, M.D.(1)(2)		44	Director
Robert A. Day(1)(2)		57	Director
Michael D. Dingman(2)		70	Director
Anthony J. DiNovi(3)		39	Director
David V. Harkins		60	Director
Scott M. Sperling(2)(3)		44	Director
Kent R. Weldon(1)		34	Director

(1)	Member of the Audit Committee.
(2)	Member of Compensation Committee.
(3)	Member of the Executive Committee.

      Paul M. Montrone has been our Chairman of the Board since March 1998 and our Chief Executive Officer since prior to 1996. He served as our President from prior to 1996 to 1998. Mr. Montrone is also a director of The General Chemical Group Inc. (producer of soda ash and calcium chloride) (Chairman),

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and GenTek Inc. (manufacturer of telecommunications, automotive and performance products) (Chairman).

      Paul M. Meister has been our Vice Chairman of the Board since March 2001. He served as our Vice Chairman of the Board, Executive Vice President and Chief Financial Officer from March 1998 to February 2001. He served as our Senior Vice President and Chief Financial Officer from prior to 1996 to March 1998. Mr. Meister is also a director of The General Chemical Group Inc. (Vice Chairman), GenTek Inc. (Vice Chairman), M&F Worldwide Corp. and Minerals Technologies Inc.

      David T. Della Penta has been our President and Chief Operating Officer since April 1998. From prior to 1996 until April 1998, Mr. Della Penta served as President of Nalge Nunc International, a subsidiary of Sybron International Corporation (now known as Apogent Technologies, Inc.) (medical laboratory device manufacturer).

      Kevin P. Clark has been our Vice President and Chief Financial Officer since March 2001. He served as our Vice President and Controller from May 1998 to February 2001. Mr. Clark served as our Vice President and Treasurer from September 1997 to May 1998, and as our Assistant Treasurer from prior to 1996 to 1997.

      Todd M. DuChene has been our Vice President, General Counsel and Secretary since November 1996.

      Mitchell J. Blutt, M.D. has been an Executive Partner of J.P. Morgan Partners, LLC, or its predecessor, Chase Capital Partners, since 1996. He is also an executive officer of JPMP Capital Corp., which is the general partner of the general partner of J.P. Morgan Partners (BHCA), L.P. (formerly Chase Equity Associates, L.P.). He has been an Adjunct Assistant Professor of Medicine at Weill Medical College of Cornell University since prior to 1996, and is a certified internist.

      Robert A. Day has been Chairman of the Board and Chief Executive Officer of Trust Company of the West (investments) since prior to 1996 and Chairman and President of W.M. Keck Foundation (philanthropic organization) since 1996. Mr. Day is also a director of Freeport-McMoran Inc.

      Michael D. Dingman has been President of Shipston Group Ltd. (international investments) since prior to 1996. Mr. Dingman is also a director of Ford Motor Company.

      Anthony J. DiNovi has been employed by Thomas H. Lee Partners, L.P., and its predecessor Thomas H. Lee Company since prior to 1996 and currently serves as a Managing Director. Mr. DiNovi serves as a director of Eye Care Centers of America, Inc., Fairpoint Communications, Inc., USLEC Corp. and Vertis, Inc.

      David V. Harkins has been employed by Thomas H. Lee Partners, L.P., and its predecessor Thomas H. Lee Company since prior to 1996 and currently serves as a Senior Managing Director and President of Thomas H. Lee Partners, L.P. Mr. Harkins serves as a director of Conseco Inc., Cott Corporation, Metris Companies, National Dentex (Chairman), Stanley Furniture Company, Inc., and Syratech Corporation.

      Scott M. Sperling has been employed by Thomas H. Lee Partners, L.P., and its predecessor Thomas H. Lee Company since prior to 1996 and currently serves as a Managing Director. Mr. Sperling serves as a director of CTC Communications, GenTek, Vertis, Inc. and Wyndham International.

      Kent R. Weldon has been employed by Thomas H. Lee Partners, L.P., and its predecessor Thomas H. Lee Company since prior to 1996 and currently serves as a Managing Director. Mr. Weldon serves as a director of Fairpoint Communications, Inc. and Syratech Corporation.

Item 2. Properties

      Our principal executive offices are located in Hampton, New Hampshire. We believe that our property and equipment are generally well maintained, in good operating condition and adequate for our present needs. The inability to renew any short-term real property lease would not have a material adverse effect on our financial statements.

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      The following table identifies our principal facilities, which are owned unless otherwise indicated:

U.S. Logistics Facilities
Santa Clara, California(a)	Florence, Kentucky
Yorba Linda, California	Agawam, Massachusetts
Denver, Colorado(a)	Somerville, New Jersey
Delmar (Newark), Delaware	Morris Plains, New Jersey
Suwanee, Georgia(a)	Houston, Texas
Hanover Park, Illinois
Non-U.S. Facilities
Geel, Belgium	Offices, Logistics and Manufacturing
Edmonton, Alberta, Canada	Offices and Logistics
Whitby, Ontario, Canada	Logistics
Nepean, Ontario, Canada	Offices
Markham, Ontario, Canada(a)	Offices
Maurepas, France	Offices and Logistics
Strasbourg, France	Offices and Logistics
Kamen, Germany(a)	Logistics
Schwerte, Germany	Offices and Logistics
Kuala Lumpur, Malaysia(b)	Offices and Logistics
Monterrey, Mexico	Offices and Logistics
Singapore	Offices, Logistics and Manufacturing
Queretaro, Mexico	Manufacturing
Basel, Switzerland	Offices, Logistics and Manufacturing
Loughborough, United Kingdom	Offices, Logistics and Manufacturing
Horsham, United Kingdom	Offices, Logistics and Manufacturing
Other Properties
Mountain Home, Arkansas(a)	Manufacturing
Camarillo, California(a)	Offices and Manufacturing
Barrington, Illinois	Manufacturing
Vernon Hills, Illinois(a)	Offices and Logistics
Hampton, New Hampshire	Corporate Offices
Fair Lawn, New Jersey	Manufacturing
Somerville, New Jersey	Manufacturing
Conklin, New York	Manufacturing
Rochester, New York	Manufacturing
Allentown, Pennsylvania	Offices, Logistics and Manufacturing
Indiana, Pennsylvania	Manufacturing
Pittsburgh, Pennsylvania(a)	Offices and Data Center
Middletown, Virginia	Manufacturing
Two Rivers, Wisconsin	Offices and Manufacturing

(a)	Leased
(b)	One property owned, one leased

Item 3. Legal Proceedings

      We are a party to various lawsuits and other legal proceedings including some class action and consolidated multi-party product liability actions for products we allegedly distributed. We believe that the costs incurred in defending and ultimately disposing of these claims for personal injury and other matters will be covered by insurance policies previously maintained by several insurance carriers and that the ultimate liability with respect to these matters, if any, will not have a material adverse effect on our results of operations, financial position or cash flows. Refer to “Item 1 — Business — Environmental Matters.”

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      We are subject to the jurisdiction of various regulatory agencies including, among others, the United States Food and Drug Administration and the Agency for International Development. Various governmental agencies conduct investigations from time to time to examine matters relating to our operations. Some operations involve and have involved the handling, manufacture, use or sale of substances that are classified as toxic or hazardous substances within the meaning of applicable environmental laws. Consequently, some risk of environmental and other damage is inherent in particular operations and products as it is with other companies engaged in similar businesses, and we cannot assure that material damage will not occur or be discovered or be determined to be material in the future. We are currently involved in various stages of investigation and remediation relative to environmental protection matters. We believe that such investigations and expenditures in connection therewith, individually and in the aggregate, will not have a material adverse effect upon our results of operations, financial condition, or cash flows.

Item 4. Submission of Matters to a Vote of Security Holders

      No matters were submitted to a vote of security holders in the fourth quarter of 2001.

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PART II

Item 5. Market For Registrant’s Common Equity and Related Stockholder Matters

Market Information

      For information regarding the high and low closing sale prices of our common stock, refer to “Item 8 — Financial Data and Supplementary Information — Note 23 — Unaudited Quarterly Financial Information,” which is incorporated herein by reference.

      The last reported sale price of common stock on the New York Stock Exchange on March 22, 2002 was $28.11 per share. As of March 22, 2002 we had approximately 137 holders of record of our common stock.

Dividends

      We have not paid a cash dividend during the last three fiscal years. On January 21, 1998, in connection with the Recapitalization (as defined under “Item 7 — Management’s Discussion and Analysis of Results of Operations and Financial Condition”), we entered into a credit agreement which restricts our ability to pay cash dividends. Accordingly, we do not anticipate paying cash dividends on common stock at any time in the foreseeable future.

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Item 6. Selected Financial Data

      This summary of selected financial data for the five years in the period ended December 31, 2001 should be read in conjunction with Management’s Discussion and Analysis of Results of Operations and Financial Condition and the Financial Statements presented elsewhere herein. See “Item 8 — Financial Statements and Supplementary Data — Note 1 — Formation and Background and Note 3 — Summary of Significant Accounting Policies” for a further discussion of the basis of presentation, principles of consolidation and defined terms.

		Year Ended December 31,
		2001		2000		1999		1998			1997
		(In millions, except per share amounts)
Statement of Operations Data:
Sales		$	2,880.0	$	2,622.3	$	2,514.5	$	2,294.4		$	2,213.7
Income from operations(a)			131.1		156.3		146.8		22.8			21.1
Net income (loss)(b)			16.4		22.7		23.4		(49.5	)		(30.5	)
Share Data:
Net income (loss) per common share(b):
	Basic	$	0.33	$	0.57	$	0.59	$	(1.24	)	$	(0.30	)
	Diluted		0.31		0.51		0.55		(1.24	)		(0.30	)
Weighted average shares outstanding:
	Basic		49.4		40.1		40.0		40.0			101.5
	Diluted		53.0		44.4		42.8		40.0			101.5
Dividends declared per common share:		$	—	$	—	$	—	$	—		$	0.012
Balance Sheet Data (at end of year):
Working capital		$	120.1	$	142.8	$	115.3	$	107.9		$	237.5
Total assets			1,839.2		1,385.7		1,402.6		1,357.6			1,176.5
Long-term debt(c)			956.1		991.1		1,011.1		1,022.0			267.8

(a)	Includes $61.2 million ($38.5 million, net of tax) of restructuring and other nonrecurring charges in 2001, $8.4 million ($5.2 million, net of tax) of restructuring credits and other nonrecurring charges in 2000, $11.2 million ($8.6 million, net of tax) of restructuring and other nonrecurring charges in 1999, $108.4 million ($68.9 million, net of tax) of Recapitalization-related costs, restructuring and other nonrecurring charges in 1998 and $88.3 million ($69.5 million, net of tax) of restructuring and other nonrecurring charges in 1997. Refer to “Item 7 — Management’s Discussion and Analysis of Results of Operations and Financial Condition”.
(b)	Net income (loss) includes the amounts described in (a) above and 2000 includes a $23.6 million ($14.9 million net of tax) write down of investments in certain Internet-related ventures and 1997 includes $5.0 million ($2.9 million net of tax) of nonrecurring charges and a $5.3 million write off of deferred tax assets related to certain foreign locations.
(c)	The Recapitalization, which was consummated on January 21, 1998, resulted in a significant increase in long-term debt.

Item 7.      Management’s Discussion and Analysis of Results of Operations and Financial Condition

Overview

      We report financial results on the basis of three business segments: domestic distribution, international distribution and laboratory workstations. The domestic distribution segment engages in the supply, marketing, service and manufacture of scientific, clinical, educational, and occupational health and safety products. Additionally, this segment provides contract manufacturing and pharmaceutical packaging services. The international distribution segment engages in the supply, marketing and service of primarily scientific research products. The laboratory workstations segment manufactures laboratory workstations, fume hoods and enclosures for technology and communication centers. Until 1999, we operated a fourth segment, technology,

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which was disposed of through the spinoff of ProcureNet, a provider of outsourcing and supply-chain-management technology, in April 1999 and the sale of our UniKix Technology software business in July 1999.

      In February 2001, we acquired the pharmaceutical packaging services business of Covance, which we renamed Fisher Clinical Services, Inc. (“FCS”). FCS enables pharmaceutical and biotechnology customers to outsource the packaging, labeling and distribution of new medicines undergoing phase 3 and phase 4 clinical trials. We paid an adjusted purchase price of $132.7 million in a cash transaction. The results of FCS have been included in the domestic distribution segment from the date of acquisition.

      In May 2001, we sold 12.8 million shares of common stock in a public offering at a price of $24.00 per share. Net proceeds to the Company, after deducting the underwriting discount and expenses, were approximately $289.9 million. The proceeds of this offering were used to fund acquisitions during the year. In connection with that offering we accelerated the vesting of options to purchase approximately 2.3 million shares of common stock and converted them into 1.0 million shares of common stock, that were deposited into a rabbi trust. We recorded a primarily noncash compensation charge of $33.5 million during the first quarter of 2001 as a result of this conversion.

      In June 2001, we acquired a controlling interest in Medical Analysis Systems, Inc. (“MAS”) after having acquired a non-controlling interest in March 2001. MAS is a leading manufacturer of controls and reagents for the clinical laboratory market. Prior to June 2001, we accounted for our investment in MAS using the equity method of accounting. In July 2001, we acquired Safety Equipment Company (“SEC”), a distributor of safety supplies and personal protection equipment. These acquisitions had an aggregate purchase price of approximately $30 million. The results of MAS and SEC have been included in the domestic distribution segment from their respective dates of acquisition.

      In November 2001, we acquired Cole-Parmer Instrument Company and its affiliated companies (“Cole-Parmer”). Cole-Parmer is a leading worldwide manufacturer and distributor of specialty technical instruments, appliances, equipment and supplies. The purchase price was $208.5 million in cash. The results of Cole-Parmer have been included in the domestic distribution segment from the date of acquisition.

      During 2001 we implemented two restructuring plans focused on the following areas: further integrating our international operations into Pan-European and Pan-Asian business units to maximize synergies; continued consolidation of our domestic distribution facilities to increase efficiencies and lower costs; the consolidation of all our chemical manufacturing, distribution, and sales and marketing activities to drive increased sales growth and earnings and overall streamlining of our workforce. We recorded a charge of $27.0 million related to these plans. We also incurred $1.5 million for inventory write-offs related to the plans.

Results of Operations

      The following table sets forth our sales and income (loss) from operations by segment (in millions):

		Sales									Income (Loss) from Operations
		2001			2000			1999			2001		2000			1999
Domestic distribution		$	2,439.9		$	2,187.3		$	2,015.4		$	173.4	$	149.8		$	131.8
International distribution			425.4			418.5			446.9			13.6		11.5			6.3
Laboratory workstations			178.6			165.2			192.0			4.9		3.5			25.4
Technology			—			—			—			—		—			(6.1	)
Eliminations			(163.9	)		(148.7	)		(139.8	)		0.4		(0.1	)		0.6
	Segment sub-total		2,880.0			2,622.3			2,514.5			192.3		164.7			158.0
Restructuring and other charges (credits)			—			—			—			59.7		(2.0	)		(1.5	)
Nonrecurring charges			—			—			—			1.5		10.4			12.7
	Total	$	2,880.0		$	2,622.3		$	2,514.5		$	131.1	$	156.3		$	146.8

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Sales

      Sales increased 9.8% to $2,880.0 million in 2001 from $2,622.3 million in 2000. Excluding the impact of foreign exchange, sales increased 10.5% for 2001. Sales increased 4.3% to $2,622.3 million in 2000 from $2,514.5 million in 1999. Excluding the impact of foreign exchange, sales increased 5.9% in 2000. The increase in the growth rate in 2001 compared to 2000 is predominately attributable to the four acquisitions we completed during 2001. Excluding the impact of foreign exchange, we expect sales growth to range between 11.0% to 12.0% for 2002, reflecting growth in our base business and the impact of acquisitions completed during 2001.

      Sales in the domestic distribution segment increased 11.6% to $2,439.9 million for 2001 from $2,187.3 million in 2000. Domestic distribution sales increased 8.5% to $2,187.3 million in 2000 from $2,015.4 million in 1999. Each of our four acquisitions completed during 2001 and our acquisition in 2000 has been reported in our domestic distribution segment. We expect domestic distribution sales growth to range between 13.0% to 14.0% for 2002, reflecting growth in our base business and the impact of acquisitions completed during 2001.

      Sales in the international distribution segment increased 1.7% to $425.4 million for 2001 from $418.5 million in 2000. Excluding the impact of foreign exchange, sales increased 5.5% for 2001. International distribution sales decreased 6.4% to $418.5 in 2000 from $446.9 million in 1999. Excluding the impact of foreign exchange, sales increased 1.5% in 2000. The increase in growth rate was attributable to increased volume in Europe and Asia-Pacific. We expect international distribution growth to range between 3.5% to 4.0% for 2002, excluding the impact of foreign exchange. The growth rate in 2002 is forecasted to decrease due to the possible disruption associated with the implementation of our fourth quarter 2001 restructuring plan and our focus on improving operating margin.

      Sales in the laboratory workstations segment increased 8.1% to $178.6 million for 2001 from $165.2 million in 2000. Laboratory workstations’ sales decreased 14.0% to $165.2 million in 2000 from $192.0 million in 1999. We experienced a strong rebound in growth from 2000 to 2001 resulting in increased order activity and backlog growth of 11.0% to $110.1 million. The sales decline in the laboratory workstations segment from 1999 to 2000 was due primarily to a slowdown in the industrial research laboratory construction market. We are forecasting laboratory workstation sales growth to range between 2.5% to 3.0% for 2002.

Gross Profit

      Gross profit increased 13.7% to $737.2 million or 25.6% of sales for 2001 from $648.3 million or 24.7% of sales in 2000. Gross profit increased 3.1% to $648.3 million in 2000 from $629.1 million or 25.0% of sales in 1999. The increase in gross profit as a percentage of sales from 2000 to 2001 was attributable to acquisitions completed during 2001. Gross profit was reduced by $1.5 million for inventory write-offs related to the restructuring plans implemented during 2001, of that, $1.1 million related to our domestic distribution segment and $0.4 million related to our international distribution segment. The decrease in gross profit as a percentage of sales from 1999 to 2000 was primarily due to a decline in sales volume and a change in the product mix in our laboratory workstations segment. Gross profit in 1999 was reduced by $5.3 million for inventory write-offs as a result of a change in our product portfolio. We expect gross profit as a percentage of sales to improve in 2002 primarily due to acquisitions completed during 2001 and our continued strategy to increase sales of our higher margin proprietary products.

Selling, General and Administrative Expense

      Selling, general and administrative expense increased 10.6% to $546.4 million or 19.0% of sales for 2001 from $494.0 million or 18.8% of sales in 2000. Selling, general and administrative expense increased 4.6% to $494.0 million in 2000 from $472.5 million or 18.8% of sales in 1999. In 2000, selling, general and administrative expense included $5.5 million of costs for business combinations not consummated, $3.7 million of noncash compensation expense related to a change in the terms of certain common stock options and $1.2 million of expense related to targeted workforce reductions. Excluding those charges, selling, general and administrative expense as a percentage of sales was 18.4% for 2000. The increase in selling, general and

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administrative expenses as a percentage of sales in 2001 was primarily due to acquisitions. In 1999, selling, general and administrative expense included $2.2 million of expenses associated with our warehouse consolidation plan. Excluding those expenses, selling, general and administrative expense as a percentage of sales was 18.7% for 1999. The decrease in selling, general and administrative expenses as a percentage of sales from 1999 to 2000 was primarily the result of fixed cost leverage. We expect to show improvement in selling, general and administrative expenses as a percentage of sales in 2002 due to the change in accounting principles generally accepted in the United States of America for the nonamortization of goodwill. Goodwill amortization for 2001 was $7.8 million, $5.1 million and $3.8 million for the domestic distribution, international distribution and laboratory workstations segments, respectively. Excluding the amortization of goodwill we expect selling, general and administrative expense as a percentage of sales to increase in 2002 due to acquisitions completed in 2001 partially offset by fixed cost leverage.

Restructuring and Other Charges

      During the first quarter of 2001, we adopted and commenced implementation of a streamlining plan aimed at improving operations, largely through office, warehouse and manufacturing facility consolidations and the discontinuance of certain product lines. As a result of these actions, we recorded a restructuring charge of $18.1 million. The restructuring charge reflects $10.9 million related to estimated employee separation costs and $7.2 million of exit costs. The charge for employee separation arrangements relates to termination and other severance costs associated with 518 salaried and hourly employees severed as part of this plan. The exit costs represent primarily lease-cancellation costs and costs associated with the discontinuance of certain product lines. The domestic distribution, international distribution and laboratory workstations segments accounted for $15.4 million, $2.6 million and $0.1 million, respectively, of this charge. Through December 31, 2001, we had expended $11.7 million of the $18.1 million accrual and anticipate expending $5.1 million in 2002 and the balance thereafter. We reinvested the net savings realized from this plan into improved systems and our workforce.

      During the fourth quarter of 2001, we commenced implementation of a plan focused on further integration of the international operations and recent acquisitions and the continued streamlining of the domestic operations, including the consolidation of certain distribution centers. As a result of these actions, we recorded a restructuring charge of $8.9 million. The restructuring charge reflects $7.4 million related to estimated employee separation costs and $1.5 million of exit costs. The charge for employee separation arrangements relates to the termination and other severance costs associated with 262 salaried and hourly employees severed part of this plan. The exit costs represent primarily lease cancellation costs. The domestic distribution and international distribution segments accounted for $4.9 million and $4.0 million, respectively, of this plan charge. Through December 31, 2001, we had expended $1.9 million of the $8.9 million accrual and anticipate expending $5.3 million in 2002 and the balance thereafter. Upon completion of this plan, we expect a reduction of approximately $6.0 million in annual pre-tax expenses. Of this amount, we intend to reinvest approximately $3.0 million in our sales and marketing efforts and distribution capabilities surrounding our chemical and life sciences product portfolio. As a result, we expect to realize net annual savings of $3.0 million beginning in 2002. During the fourth quarter of 2001 we also reversed $0.8 million of accruals from restructuring charges recorded in years prior to 2001 due to actual costs being lower than originally estimated. The domestic distribution and international distribution segments, accounted for $0.7 million and $0.1 million of the restructuring credit, respectively.

      In connection with the May 2001 stock offering process, we accelerated the vesting of options to purchase approximately 2.3 million shares of common stock having an average exercise price of $20.85 per share. These options were then converted into the right to receive approximately 1.0 million shares of common stock, issued and deposited into a rabbi trust. The number of shares issued was determined by dividing the “spread” value of the option (the difference between the last reported sale price on March 30, 2001 of $35.44, the date of the transaction, and the exercise price of the option) by $35.44. As a result of these transactions we recorded a primarily noncash compensation charge of $33.5 million during the first quarter of 2001.

      In 2000, we recorded a restructuring credit of $2.0 million, consisting of a $0.7 million reversal for our 1999 restructuring charge related to revisions in estimated separation costs and a $1.3 million reversal for

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restructuring charges prior to 1999 related to revised estimates in total costs. The restructuring credit related to our domestic distribution and international distribution segments equally.

      In 1999, we adopted and commenced implementation of a plan to consolidate and downsize our German business unit, included in our international distribution segment. As a result of these actions, we recorded a restructuring charge of $2.1 million. The charge related to estimated employee separation costs for 22 warehouse, customer service and sales employees. We also recorded a restructuring credit of $3.6 million in 1999 related to revisions in estimates for charges recorded prior to 1999.

Loss from Operations to be Disposed Of

      In December 1998 our Board of Directors approved a plan to dispose of our technology business segment. The disposition was completed through the spinoff of ProcureNet in April 1999 and the sale of our UniKix Technology software business in July 1999. The result of operations of this segment are reported separately in our statement of operations. For the year ended December 31, 1999 loss from operations to be disposed of was $11.3 million that consisted of $6.1 million in operating losses and a $5.2 million write-off of in-process research and development costs associated with an acquisition made in the first quarter of 1999.

Income from Operations

      Income from operations decreased 16.1% to $131.1 million in 2001 from $156.3 million in 2000. Income from operations increased 6.5% to $156.3 million in 2000 from $146.8 million in 1999. Excluding restructuring and other nonrecurring charges of $61.2 million and $8.4 million as described above, income from operations increased 16.8% to $192.3 million or 6.7% of sales in 2001 from $164.7 or 6.3% of sales in 2000, respectively. The increase in income from operations as a percent of sales, as adjusted, is primarily due to acquisitions completed in 2001. Excluding restructuring credits and nonrecurring charges of $11.2 million as discussed above, income from operations in 1999 was $158.0 million or 6.3% of sales. Income from operations as a percentage of sales, as adjusted, was flat in 2000 compared to 1999 due to a significant decrease in our laboratory workstations segment’s operating income in 2001 offset by growth in our base business in the domestic and international distribution segments and the disposal of our technology segment in 1999.

      Income from operations in the domestic distribution segment increased 15.8% to $173.4 million, or 7.1% of segment sales, for 2001 from $149.8 million, or 6.9% of segment sales, in 2000. Domestic distribution income from operations increased 13.7% to $149.8 million in 2000 from $131.8 million, or 6.5% of segment sales, in 1999. The increase in income from operations as a percent of sales for the domestic distribution segment from 2000 to 2001 was primarily related to the acquisitions we completed during 2001. We expect income from operations as a percentage of sales to range between 7.7% to 7.9% for 2002 from 7.4% in 2001, as adjusted for the nonamortization of goodwill due to growth in our base business and the impact of acquisitions completed in 2001.

      Approximately 60% of our product deliveries in the United States are through UPS. The collective bargaining agreement between UPS and its delivery employees expires on July 31, 2002. Although we are implementing plans to mitigate its possible effects, if UPS experiences a major work stoppage or slowdown, it would have a material adverse impact on our results of operations and cash flows. These effects have not been reflected in our forecasts.

      Income from operations in the international distribution segment increased 18.3% to $13.6 million, or 3.2% of segment sales, for 2001 from $11.5 million, or 2.8% of segment sales, in 2000. International distribution income from operations increased to $11.5 million in 2000 from $6.3 million, or 1.4% of segment sales, in 1999. We expect income from operations as a percentage of sales to range between 4.6% to 4.9% for 2002 from 4.4% in 2001, as adjusted for the nonamortization of goodwill.

      Income from operations in the laboratory workstations segment increased 40.0% to $4.9 million, or 2.7% of segment sales, for 2001 from $3.5 million, or 2.1% of segment sales, in 2000. Laboratory workstations income from operations decreased to $3.5 million in 2000 from $25.4 million, or 13.2% of segment sales, in 1999. The increase in income from operations from 2000 to 2001 was primarily due to an increase in sales volume. The decrease in income from operations from 1999 to 2000 was primarily related to the decline in

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sales volume and gross profit due to a slowdown in the industrial research laboratory construction market and a change in product mix. We are forecasting income from operations as a percentage of sales to range between 5.3% to 5.6% for 2002 from 4.9% in 2001, as adjusted for the nonamortization of goodwill.

Interest Expense

      Interest expense for 2001, 2000 and 1999, was $99.5 million, $99.1 million and $104.2 million, respectively. The decrease from 1999 to 2000 was the result of a reduction in the amount of accounts receivables sold through our receivables securitization facility. We expect interest expense for 2002 to decrease from 2001 as a result of principal debt repayments scheduled for 2002.

Other (income) expense, net

      Other expense decreased to $1.3 million for 2001 from $19.4 million in 2000. Other expense increased to $19.4 million in 2000 from income of $15.2 million in 1999. Other income in 1999 included a $2.5 million gain on the sale of our UniKix Technology software business, $6.1 million gains from the sale of property, plant and equipment and a $3.1 million gain from the portion of our interest rate swap that was undesignated in 1999. Other expense in 2000 included a $23.6 million write down to fair market value of investments in certain Internet-related ventures, primarily ProcureNet, which we spun off in 1999. Other expense in 2001 consists of $6.0 million in equity losses in Global Health Exchange (formerly HealthNexis and The New Health Exchange), and MAS for the period we accounted for our investment in MAS under the equity method of accounting; offset by increased interest income earned from proceeds on the May 2001 public offering.

Income Tax Provision

      The income tax provision for 2001 decreased to $13.9 million from $15.1 million in 2000. The income tax provision for 2000 decreased to $15.1 million from $34.4 million in 1999. The effective tax rate was 45.9% for 2001 compared with 40% for 2000. The effective tax rate was 40.0% for 2000 compared with 59.5% for 1999. The decrease in the effective tax rate in 2000 is primarily due to the implementation of domestic and international tax-planning initiatives and a reduction in foreign losses for which no tax benefits are recorded. The increase in the effective tax rate in 2001 results from the restructurings and stock compensation charges recorded that have an U.S. tax benefit of 37%. We anticipate that our effective tax rate will be 34% for 2002. The improvement in the effective tax rate is due to recently implemented tax-planning strategies and the elimination of non-deductible goodwill amortization.

Liquidity and Capital Resources

      For the year ended December 31, 2001, cash generated from operating activities was $158.6 million compared with $107.2 million for 2000. The increase in cash provided by operating activities is due to an increase in net income adjusted for noncash items and an $18.9 million improvement in working capital. Our working capital improvement is primarily attributable to accounts payable, accounts receivable and inventory management largely due to our continued working capital initiatives. We expect cash flow from operations to be $120.0 million to $130.0 million for 2002 reflecting an anticipated investment in working capital due to forecasted growth in our business along with additional cash outflow for the continued integration of Cole-Parmer and the completion of the restructuring plans implemented in 2001.

      During 2001, we used $419.6 million of cash for investing activities, compared with $57.1 million in 2000. During 2001 we invested $371.2 million for strategic acquisitions, including $132.7 million for our acquisition of FCS, $208.5 million for our acquisition of Cole-Parmer, and approximately $30 million for the acquisitions of MAS and SEC. The acquisitions were funded with cash on hand, funds provided by our May 2001 offering and through the sale of receivables under the receivables securitization facility. We also invested $6.0 million as a debt investment in MAS and $4.7 million for the Company’s minority interest in Global Health Exchange. As of December 31, 2001, we have fully funded our commitment to invest approximately $6.8 million in Global Health Exchange. Capital expenditures totaled $40.1 million in 2001 compared with $29.4 million in 2000. The increase in capital expenditures in 2001 primarily relates to additional investment in

16

infrastructure for our FCS acquisition. We expect to invest between $55.0 million and $65.0 million in capital expenditures for 2002, reflecting continued facility consolidation and increased investment in our chemical manufacturing and pharmaceutical services. We intend to continue pursuing acquisitions of complementary businesses that will enhance our growth and profitability. We currently have no commitment, understanding or arrangement relating to any additional acquisitions.

      During 2001, financing activities provided $270.0 million versus cash used by financing activities of $32.8 million in 2000. In May 2001, we sold 12.8 million shares of common stock to the public at a price of $24.00 per share. We received proceeds of $289.9 million from the offering net of underwriter’s discounts and offering costs. We used a portion of the net proceeds to reduce the amount of accounts receivables sold under our receivables securitization facility by $170.0 million and the remainder for acquisitions. Financing activities in 2000 consisted of scheduled debt service payments. Our debt obligations consists of short-term debt of $32.3 million and long-term debt with maturities of $43.4 million in 2002, $27.8 million in 2003, $65.0 million in 2004, $249.1 million in 2005, $3.4 million in 2006 and $616.0 million thereafter.

      We have a $175 million revolving credit facility that bears interest at LIBOR plus 1.25% to 2.25% or Prime Rate plus 0.25% to 1.25% (the “Revolving Facility”.) We also pay a commitment fee of 50 basis points per annum of the undrawn portion of the Revolving Facility. At December 31, 2001 we had $123.7 million of available borrowing capacity under our Revolving Facility, net of $51.3 million of letters of credit outstanding, primarily representing guarantees issued to local banks in support of borrowings by our foreign subsidiaries. The Revolving Facility expires in January 2004. We also maintain a $170 million receivables securitization facility (the “Receivables Securitization”.) Our Receivables Securitization provides for the sale, on a revolving basis, of certain of our accounts receivable. The Receivables Securitization facility bears interest at LIBOR plus an annual commitment fee of 50 basis points. The Receivables Securitization expires in January 2003. The full amount of the Receivables Securitization facility was available at December 31, 2001.

      We expect to satisfy our short-term funding requirements from free operating cash flow, together with cash and cash equivalents on hand. A change in demand for the Company’s goods and services, while unlikely, would reduce free operating cash flow available to fund our operations. If such a decrease in demand were significant and free operating cash flow were reduced significantly, we may utilize the unused portion of our Receivables Securitization facility to the extent that we have qualified receivables to sell through the facility. Further, we have borrowing capacity available under our Revolving Facility. We believe that these funding sources are sufficient to meet our ongoing operating, capital expenditure and debt service requirements for at least the next twelve months. Cash requirements for periods beyond the next twelve months depend on our profitability, our ability to manage working capital requirements and our growth rate. We may seek to raise additional funds from public or private debt or equity financings, or from other sources for general corporate purposes or for the acquisition of businesses or products. There can be no assurance that additional funds will be available at all or that, if available, will be obtained at terms favorable to us. Additional financing could also be dilutive.

Critical Accounting Policies

      The discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to product returns, bad debts, inventory obsolescence, investments, intangible assets, income taxes, warranty obligations, restructuring costs, retirement and insurance costs, and contingencies and litigation. Those estimates and assumptions are based on our historical experience, our observance of trends in the industry, and various other factors that are believed to be reasonable under the circumstances; the results of which form the basis for making judgments about the carrying values of assets

17

and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

      We recognize revenue for product sales upon the transfer of all risks and rewards of ownership to the buyer. We also record reductions to revenue for estimated returns. Should a greater amount of products be returned to us, additional reductions to revenue may be required. We also provide for the estimated cost of product warranties at the time revenue is recognized. Although our facilities undergo quality assurance and testing procedures throughout the production process and we monitor our suppliers for Fisher branded products, our warranty obligation is affected by product failure rates, material usage and service delivery costs incurred in correcting a product failure. Should actual product failure rates, material usage or service delivery costs differ from our estimates, revisions to the estimated warranty liability may be required.

      We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. We provide for the allowance for doubtful accounts when it becomes likely and known that the financial condition of our customer deteriorated, resulting in their inability to make payments. If those conditions change, changes to the allowance for doubtful accounts may be necessary.

      We write down our inventory for estimated obsolescence to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. Future demand is generally forecasted for a 12 month period. If actual future demand or market conditions are less favorable than those projected by management, additional inventory write-downs may be required.

      We record accruals for environmental liabilities, based on current interpretations of environmental laws and regulations when it is probable that a liability has been incurred and the amount can be reasonably estimated. Our estimates are based upon reports prepared by environmental specialists and management’s knowledge and experiences with these environmental matters. If interpretations of applicable laws and regulations, cleanup methods or the extent of our responsibility change from our current estimates, revisions to our estimated environmental liability may be required.

      Although we consider these policies to require managements’ more complex estimates and assumptions, you may refer to “Item 8 — Financial Statements and Supplementary Data — Note 3 — Summary of Significant Accounting Policies” for a description of our accounting policies necessary for a complete understanding of our financial statements.

European Economic and Monetary Union

      We conduct business in many of the 12 countries that are participating in the European Economic and Monetary Union that, among other things, adopted a single currency called the euro. On January 1, 1999, a three-year transition period for the euro began and the conversion rates between the euro and the national currencies were fixed. Business enterprises had the option of switching to the single currency at any time prior to January 1, 2002. In connection with our upgrade of management information systems for Year 2000 purposes, we incorporated the necessary changes to conduct business in euros and the national currencies during the transition period and entirely in euros thereafter. We were not able to estimate or segregate the costs relating to the conversion to the euro, but we do not believe that such costs were material. Conversion to the euro has not had a material impact on our future results of operations.

Recent Accounting Pronouncements

      In June 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 141, “Business Combinations” (“SFAS 141”) and Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”).

      SFAS 141 requires the purchase method of accounting for business combinations initiated after June 30, 2001 and eliminates the pooling-of-interests method for business combinations. SFAS 141 also specifies the types of acquired intangible assets that are required to be recognized and reported separately from goodwill and those acquired intangible assets that are required to be included in goodwill. Under the provisions of SFAS 141, goodwill and intangible assets determined to have an indefinite useful life that are acquired in a

18

business combination completed after June 30, 2001 were not amortized. Goodwill and intangible assets acquired in business combinations completed prior to July 1, 2001 continued to be amortized through December 31, 2001.

      SFAS 142 requires the use of a nonamortization approach to account for purchased goodwill and certain intangibles. Under the nonamortization approach, goodwill and certain intangibles will not be amortized but instead would be reviewed for impairment and written down with a resulting charge to operations only in the period in which the recorded value of goodwill and certain intangibles is more than its fair value. SFAS 142 requires us to perform an evaluation of whether goodwill and indefinite-lived intangible assets are impaired as of January 1, 2002, the effective date of the statement for us. Additionally, SFAS 142 requires us to reassess the useful lives and residual values of all intangible assets and make any necessary amortization adjustments. This impairment evaluation is required to be completed by March 31, 2002 for indefinite-lived intangible assets and by December 31, 2002 for goodwill.

      At December 31, 2001, we had unamortized goodwill and indefinite-lived intangible assets in the amount of $507.4 million and $61.5 million, respectively, all of which is subject to the transition provisions of SFAS 141 and SFAS 142. We are in the process of evaluating the effect that the transitional goodwill impairment provisions of this statement will have on our financial statements.

      In August 2001, the FASB issued Statement of Financial Accounting Standards No. 143, “Accounting For Asset Retirement Obligations” (“SFAS 143”). SFAS 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. SFAS 143 applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/ or the normal operation of a long-lived asset, except for certain obligations of lessees. This standard requires entities to record the fair value of a liability for an asset retirement obligation in the period incurred. We do not anticipate the adoption of SFAS 143 as of January 1, 2003 will have a material effect on our financial position or results of operations.

      In October 2001, the FASB issued Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”). SFAS 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets. This statement supersedes FASB Statement No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of”, and the accounting and reporting provisions of APB Opinion No. 30, “Reporting the Results of Operations — Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions”. This Statement also amends ARB No. 51, “Consolidated Financial Statements”, to eliminate the exception to consolidation for a subsidiary for which control is likely to be temporary. This Statement broadens the presentation of discontinued operations to include more disposal transactions. The provisions of this statement have been adopted as of January 1, 2002 and will be applied prospectively.

Control of the Company

      On January 21, 1998, approximately 87% of the fully diluted shares of common stock of Fisher were converted into the right to receive $9.65 per share in cash pursuant to merger agreement dated November 14, 1997, as amended between us and FSI Merger Corp. (“FSI”), a Delaware corporation formed by Thomas H. Lee Company (“THL”), providing for the merger of FSI with and into Fisher and the recapitalization of Fisher (collectively the “Recapitalization”). The Recapitalization established an election process that provided stockholders the right to elect, subject to proration, for each share of Fisher common stock held, to either receive $9.65 in cash or retain one share of common stock, $0.01 par value in the recapitalized company.

      As of March 2002, certain affiliates of THL (“THL Entities”), JP Morgan Partners (BHCA) (“JP Morgan”), Merrill Lynch & Co. (“Merrill Lynch”) and Credit Suisse First Boston (USA), Inc. formerly known as Donaldson, Lufkin and Jenrette, Inc. (“CSFB” and, together with the THL Entities, JP Morgan and Merrill Lynch, the “Equity Investors”) own 46.1% of our issued and outstanding common stock, with the THL Entities owning 29.5% of such outstanding stock. Accordingly, the Equity Investors have significant

19

control over us and have the power to elect a majority of our directors, appoint new management and approve any action requiring the approval of the holders of our common stock, including adopting amendments to our certificate of incorporation and approving mergers or sales of substantially all of our assets. These Equity Investors and certain members of management entered into an Investor’s Agreement dated January 21, 1998, as amended (the “Investor’s Agreement”). The Investor’s Agreement provides that our Board of Directors will comprise at least nine, but not more than ten directors, four of whom will be appointed by the THL Entities, one of whom will be appointed by DLJ Merchant Banking Partners II, L.P., one of whom will be Mr. Paul M. Montrone and one of whom will be Mr. Paul M. Meister. The directors elected pursuant to the Investors’ Agreement will have the authority to make decisions affecting our capital structure, including the issuance of additional capital stock, the implementation of stock repurchase programs and the declaration of dividends. There can be no assurance that the interests of the Equity Investors will not conflict with the interests of our other shareholders.

Cautionary Factors Regarding Forward-Looking Statements

      This Annual Report on Form 10-K includes forward-looking statements. All statements other than statements of historical facts included in this Annual Report on Form 10-K may constitute forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. Although we believe that our assumptions made in connection with the forward-looking statements are reasonable, there can be no assurances that the assumptions and expectations will prove to have been correct. These forward-looking statements are subject to various risks, uncertainties and assumptions including, among other things:

1.	our outstanding indebtedness and leverage, and the restrictions imposed by our indebtedness;
2.	the effects of domestic and international economic and business conditions on our businesses;
3.	the high degree of competition of certain of our businesses, and the potential for new competitors to enter into these businesses;
4.	the extent to which we undertake new acquisitions or enter into strategic joint ventures or partnerships;
5.	future modifications to existing laws and regulations affecting the environment;
6.	discovery of unknown contingent liabilities, including environmental contamination at our facilities and liability with respect to products we distribute and manufacture;
7.	fluctuations in interest rates and in foreign currency exchange rates;
8.	availability, or increases in the cost, of raw materials and other inputs used to make our products;
9.	the loss of major customers or suppliers; and

10.  our ability to generate free cash flow or to obtain sufficient resources to finance working capital and capital expenditure needs.

      Words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes” and words and terms of similar substance used in connection with any discussion of future operating results or financial performance identify forward-looking statements. All forward-looking statements reflect management’s present expectations of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

      You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. The Company is under no obligation, and expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.

      For these statements, the Company claims the protection of the safe harbor for forward-looking statements contained in Section 27A of the Securities Act.

20

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

      We operate manufacturing and logistical facilities as well as offices around the world and utilize fixed and floating rate debt to finance global operations. As a result, we are subject to business risks inherent in non-U.S. activities, including political and economic uncertainty, import and export limitations, and market risk related to changes in interest rates and foreign currency exchange rates. We believe the political and economic risks related to foreign operations are mitigated due to the stability of the countries in which our largest foreign operations are located.

      In the normal course of business, we use derivative financial instruments, including interest rate swaps and foreign currency forward exchange contracts to manage market risks. Additional information regarding our financial instruments is contained in “Item 8 — Financial Statements and Supplementary Data — Note 6 — Fair Value of Financial Instruments and Note 12 — Debt.” The objective in managing our exposure to changes in interest rates is to limit the impact of these changes on earnings and cash flow and to lower our overall borrowing costs. The objective in managing our exposure to changes in foreign currency exchange rates is to reduce volatility on earnings and cash flow associated with these changes. Our principal currency exposures are in the major European currencies and in the Canadian dollar. We do not hold derivatives for trading purposes.

      We measure our market risk related to our holdings of financial instruments based on changes in interest rates and foreign currency rates utilizing a sensitivity analysis. The sensitivity analysis measures the potential loss in fair values, cash flows and earnings based on a hypothetical 10% change in interest and currency exchange rates. We used year-end market rates on our financial instruments to perform the sensitivity analysis. We do not include items such as lease contracts, insurance contracts, and obligations for pension and other post-retirement benefits in the analysis.

      Our primary interest rate exposures relate to cash, fixed and variable rate debt and interest rate swaps. The potential loss in fair values is based on an immediate change in the net present values of our interest rate sensitive exposures resulting from a 10% change in interest rates. The potential loss in cash flows and earnings is based on the change in the net interest income/ expense over a one-year period due to an immediate 10% change in rates. A hypothetical 10% change in interest rates would not have had a material impact on our fair values, cash flows or earnings for either 2001 or 2000.

      Our primary currency rate exposures are to our intercompany debt, cash and foreign currency forward contracts. The potential loss in fair values is based on an immediate change in the U.S. dollar equivalent balances of our currency exposures due to a 10% shift in exchange rates. The potential loss in cash flows and earnings is based on the change in cash flow and earnings over a one-year period resulting from an immediate 10% change in currency exchange rates. A hypothetical 10% change in the currency exchange rates would not have had a material impact on the fair values, cash flows or earnings for either 2001 or 2000.

21

Item 8.     Financial Statements and Supplementary Data

FISHER SCIENTIFIC INTERNATIONAL INC.

INDEX TO FINANCIAL STATEMENTS

	Pages
Independent Auditors’ Report		23
Statement of Operations for the years ended December 31, 2001, 2000, and 1999		24
Balance Sheet at December 31, 2001 and 2000.		25
Statement of Cash Flows for the years ended December 31, 2001, 2000, and 1999		26
Statement of Changes in Stockholders’ Equity (Deficit) and Other Comprehensive Income (Loss) for the years ended December 31, 2001, 2000, and 1999		27
Notes to Financial Statements		28

22

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors of Fisher Scientific International Inc.:

      We have audited the accompanying balance sheets of Fisher Scientific International Inc. and subsidiaries (the “Company”) as of December 31, 2001 and 2000, and the related statements of operations, cash flows, and changes in stockholders’ equity (deficit) and other comprehensive income (loss) for each of the three years in the period ended December 31, 2001. Our audits also included the financial statement schedule listed in Item 14(a)(2). These financial statements and the financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and the financial statement schedule based on our audits.

      We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the financial statements present fairly, in all material respects, the financial position of Fisher Scientific International Inc. and subsidiaries as of December 31, 2001 and 2000, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ DELOITTE & TOUCHE LLP

New York, New York

February 1, 2002

23

FISHER SCIENTIFIC INTERNATIONAL INC.

STATEMENT OF OPERATIONS

(in millions, except per share data)

		Year Ended December 31,
		2001		2000			1999
Sales		$	2,880.0	$	2,622.3		$	2,514.5
Cost of sales			2,142.8		1,974.0			1,885.4
Selling, general and administrative expense			546.4		494.0			472.5
Restructuring and other charges (credits)			59.7		(2.0	)		(1.5	)
Loss from operations to be disposed of			—		—			11.3
Income from operations			131.1		156.3			146.8
Interest expense			99.5		99.1			104.2
Other (income) expense, net			1.3		19.4			(15.2	)
Income before income taxes			30.3		37.8			57.8
Income tax provision			13.9		15.1			34.4
Net income		$	16.4	$	22.7		$	23.4
Net income per common share:
	Basic	$	0.33	$	0.57		$	0.59
	Diluted	$	0.31	$	0.51		$	0.55
Weighted average common shares outstanding:
	Basic		49.4		40.1			40.0
	Diluted		53.0		44.4			42.8

See the accompanying notes to financial statements.

24

FISHER SCIENTIFIC INTERNATIONAL INC.

BALANCE SHEET

(in millions, except share data)

				December 31,
				2001			2000
ASSETS
Current assets:
	Cash and cash equivalents			$	75.1		$	66.0
	Accounts receivable, net				332.0			296.8
	Inventories				261.4			224.2
	Other current assets				89.3			63.6
		Total current assets			757.8			650.6
Property, plant and equipment					322.1			251.3
Goodwill					507.4			334.2
Other assets					251.9			149.6
		Total assets		$	1,839.2		$	1,385.7
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
	Short-term debt			$	75.7		$	47.6
	Accounts payable				336.1			308.5
	Accrued and other current liabilities				225.9			151.7
		Total current liabilities			637.7			507.8
Long-term debt					956.1			991.1
Other liabilities					222.1			198.5
		Total liabilities			1,815.9			1,697.4
Commitments and contingencies
Stockholders’ equity (deficit):
	Preferred stock ($0.01 par value; 15,000,000 shares authorized, none outstanding)				—			—
	Common stock ($0.01 par value; 500,000,000 shares authorized; 54,194,484 and 40,132,296 shares issued; and 54,157,878 and 40,116,389 shares outstanding, at December 31, 2001 and 2000, respectively)				0.5			0.4
	Capital in excess of par value				661.1			326.0
	Accumulated deficit				(555.5	)		(571.9	)
	Accumulated other comprehensive loss				(81.8	)		(65.9	)
	Treasury stock, at cost, (36,606 and 15,907 shares at December 31, 2001 and 2000, respectively)				(1.0	)		(0.3	)
		Total stockholders’ equity (deficit)			23.3			(311.7	)
			Total liabilities and stockholders’ equity (deficit)	$	1,839.2		$	1,385.7

See the accompanying notes to financial statements.

25

FISHER SCIENTIFIC INTERNATIONAL INC.

STATEMENT OF CASH FLOWS

(in millions)

				Year Ended December 31,
				2001			2000			1999
Cash flows from operating activities:
	Net income			$	16.4		$	22.7		$	23.4
	Adjustments to reconcile net income to cash provided by operating activities:
		Restructuring and other charges (credits), net of cash expended			46.1			(2.0	)		(1.5	)
		Depreciation and amortization			82.0			63.6			62.4
		Write down of investments			—			23.6			—
		Other noncash expenses			6.0			6.3			1.5
		(Gain) loss on sale of property, plant and equipment and write-offs			(0.6	)		0.6			(8.0	)
		Deferred income taxes			(0.3	)		2.3			20.5
		Changes in working capital:
			Accounts receivables, net		8.9			6.8			2.0
			Inventories		10.0			5.9			(4.0	)
			Accounts payable		13.8			2.8			60.7
			Other working capital		4.5			1.4			(21.8	)
		Net cash flow from operations to be disposed of			—			—			2.6
		Other assets and liabilities			(28.2	)		(26.8	)		(13.1	)
			Cash provided by operating activities		158.6			107.2			124.7
Cash flows from investing activities:
	Acquisitions, net of cash acquired				(371.2	)		(23.1	)		(34.4	)
	Capital expenditures				(40.1	)		(29.4	)		(41.1	)
	Proceeds from sale of property, plant and equipment				2.4			1.7			16.0
	Other investments				(10.7	)		(6.3	)		(3.0	)
			Cash used in investing activities		(419.6	)		(57.1	)		(62.5	)
Cash flows from financing activities:
	Proceeds from sale of common stock				289.9			—			—
	Long-term debt proceeds				—			8.1			9.1
	Long-term debt payments				(29.5	)		(20.9	)		(10.1	)
	Change in short-term debt, net				7.2			1.3			10.2
	Proceeds from stock options exercised				3.1			0.4			0.3
	Acquisition of treasury stock				(0.7	)		—			(0.1	)
	Changes in amounts sold under the accounts receivable securitization, net				—			(21.7	)		(83.5	)
		Cash provided by (used in) financing activities			270.0			(32.8	)		(74.1	)
Effect of exchange rate changes on cash					0.1			(1.6	)		(3.4	)
Net change in cash and cash equivalents					9.1			15.7			(15.3	)
Cash and cash equivalents — beginning of year					66.0			50.3			65.6
Cash and cash equivalents — end of year				$	75.1		$	66.0		$	50.3
Supplemental cash flow information:
		Cash paid during the year for:
			Income taxes, net of refunds	$	8.5		$	1.8		$	16.0
			Interest	$	92.2		$	93.2		$	97.7

See the accompanying notes to financial statements.

26

FISHER SCIENTIFIC INTERNATIONAL INC.

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

AND OTHER COMPREHENSIVE INCOME (LOSS)

(in millions)

															Accumulated
										Shares To					Other									Other
					Capital in		Shares			Be		Retained			Comprehensive									Comprehensive
			Common		Excess of		Deposited In			Distributed		Earnings			Income			Treasury						Income
			Stock		Par Value		Trust			From Trust		(Deficit)			(Loss)			Stock			Total			(Loss)
Balance at January 1, 1999			$	0.4	$	313.3	$	(29.8	)	$	29.8	$	(618.2	)	$	(19.7	)	$	(0.5	)	$	(324.7	)
	Net income			—		—		—			—		23.4			—			—			23.4		$	23.4
	Foreign currency translation adjustment			—		—		—			—		—			(32.4	)		—			(32.4	)		(32.4	)
	Minimum pension liability			—		—		—			—		—			0.5			—			0.5			0.5
		Subtotal — other comprehensive loss																						$	(8.5	)
	Proceeds from stock options			—		0.3		—			—		—			—			—			0.3
	Compensation related to the grant of stock options			—		2.2		—			—		—			—			—			2.2
	Distribution of ProcureNet to stockholders			—		—		—			—		0.2			—			—			0.2
	Trust activity			—		—		(0.1	)		0.1		—			—			—			—
	Acquisition of treasury stock			—		—		—			—		—			—			(0.1	)		(0.1	)
Balance at December 31, 1999				0.4		315.8		(29.9	)		29.9		(594.6	)		(51.6	)		(0.6	)		(330.6	)
	Net income			—		—		—			—		22.7			—			—			22.7		$	22.7
	Foreign currency translation adjustment			—		—		—			—		—			(14.3	)		—			(14.3	)		(14.3	)
	Unrealized investment gain			—		—		—			—		—			0.3			—			0.3			0.3
	Minimum pension liability			—		—		—			—		—			(0.3	)		—			(0.3	)		(0.3	)
		Subtotal — other comprehensive income																						$	8.4
	Proceeds from stock options			—		0.4		—			—		—			—			—			0.4
	Tax benefit from stock options			—		0.3		—			—		—			—			—			0.3
	Compensation related to the grant of stock options			—		5.0		—			—		—			—			—			5.0
	Expiration of put (See Note 18)			—		4.5		—			—		—			—			—			4.5
	Trust activity			—		—		(0.2	)		0.2		—			—			—			—
	Issuance of treasury stock			—		—		—			—		—			—			0.3			0.3
Balance at December 31, 2000				0.4		326.0		(30.1	)		30.1		(571.9	)		(65.9	)		(0.3	)		(311.7	)
	Net income			—		—		—			—		16.4			—			—			16.4		$	16.4
	Foreign currency translation adjustment			—		—		—			—		—			(10.1	)		—			(10.1	)		(10.1	)
	Unrealized investment gain			—		—		—			—		—			0.5			—			0.5			0.5
	Unrealized loss on cash flow hedges			—		—		—			—		—			(6.6	)		—			(6.6	)		(6.6	)
	Minimum pension liability			—		—		—			—		—			0.3			—			0.3			0.3
		Subtotal — other comprehensive income																						$	0.5
	Proceeds from issuance of common stock, net			0.1		289.8		—			—		—			—			—			289.9
	Proceeds from stock options			—		3.1		—			—		—			—			—			3.1
	Tax benefit from stock options			—		8.7		—			—		—			—			—			8.7
	Conversion of employee stock options to common stock			—		33.5		—			—		—			—			—			33.5
	Acquisition of treasury stock			—		—		—			—		—			—			(0.7	)		(0.7	)
	Trust activity (See Notes 2 and 19)			—		—		(20.5	)		20.5		—			—			—			—
Balance at December 31, 2001			$	0.5	$	661.1	$	(50.6	)	$	50.6	$	(555.5	)	$	(81.8	)	$	(1.0	)	$	23.3

See the accompanying notes to financial statements.

27

FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 —  Formation and Background

      Fisher Scientific International Inc. (“Fisher” or the “Company”) was incorporated in September 1991. The Company’s operations are conducted throughout North and South America, Europe, the Far East, the Middle East and Africa directly or through one or more subsidiaries, joint ventures, agents, or dealers. The Company reports financial results on the basis of three business segments: domestic distribution, international distribution and laboratory workstations. The domestic distribution segment engages in the supply, marketing, service and manufacture of scientific, clinical, educational, and occupational health and safety products. Additionally, this segment provides contract manufacturing and pharmaceutical packaging services. The international distribution segment engages in the supply, marketing and service of primarily scientific research products. The laboratory workstations segment manufactures laboratory workstations, fume hoods and enclosures for technology and communications centers. Until 1999, we operated a fourth segment, technology.

      The Company serves scientists engaged in biomedical, biotechnology, pharmaceutical, chemical and other fields of research and development, and is a supplier to clinical laboratories, hospitals, healthcare alliances, physicians’ offices, environmental testing centers, remediation companies, quality-control laboratories and many other customers.

NOTE 2 —  Public Offering of Common Stock

      On May 9, 2001, the Company sold 12.8 million shares of common stock to the public at a price of $24.00 per share. An additional 1.0 million shares were sold by employees and other individuals from shares distributed from a rabbi trust set up in connection with the Company’s recapitalization in 1998 to meet tax obligations triggered by the offering. Proceeds to the Company from the offering were approximately $289.9 million, net of underwriters’ discounts and offering costs. The Company did not receive any proceeds for the sale of shares by the selling stockholders.

NOTE 3 —  Summary of Significant Accounting Policies

      Principles of Consolidation — The financial statements contain the accounts of the Company and all majority-owned subsidiaries. Intercompany accounts and transactions are eliminated.

      Cash and Cash Equivalents — Cash and cash equivalents consist primarily of highly liquid investments with insignificant interest rate risk and original maturities of three months or less at the date of acquisition.

      Inventories — Inventories are valued at the lower of cost or market, cost being determined principally by the last-in, first-out (“LIFO”) method for the majority of the subsidiaries included in the domestic distribution segment and by the first-in, first-out (“FIFO”) method for all other subsidiaries.

      Property, Plant and Equipment — Property, plant and equipment is recorded at cost and is generally depreciated based upon the following estimated useful lives: buildings and improvements 5 to 33 years and machinery, equipment and other 3 to 12 years. Depreciation is computed using the straight-line method. Depreciation expense for 2001, 2000 and 1999 was $43.5 million, $33.3 million and $30.4 million, respectively.

      Goodwill — Goodwill acquired in a business combination completed prior to June 30, 2001 is being amortized on a straight-line basis over 5 to 40 years. Goodwill acquired in a business combination completed after June 30, 2001 is not being amortized. The amounts presented are net of accumulated amortization of $99.1 million and $83.1 million at December 31, 2001 and 2000, respectively.

      Intangible Assets — Intangible assets with a finite useful life and intangible assets with an indefinite useful life acquired in a business combination completed prior to June 30, 2001 are being amortized on a straight-line basis over their estimated useful lives, ranging up to 20 years. Intangible assets with an indefinite useful life acquired in a business combination completed after June 30, 2001 are not being amortized. Net intangible assets of $106.9 million and $24.6 million at December 31, 2001 and 2000 are included in Other

28

FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

Assets and are stated net of accumulated amortization of $24.2 million and $21.3 million, respectively. During 2001, 2000, and 1999, the Company recorded amortization expense of $3.1 million, $3.0 million and $3.2 million, respectively.

      Impairment of Long-Lived Assets — Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the quoted market price, if available, or the anticipated undiscounted operating cash flow generated by those assets are less than the assets’ carrying value. An impairment charge is recorded for the difference between the fair value and carrying value of the asset.

      Advertising — The Company expenses advertising costs as incurred, except for certain direct-response advertising, which is capitalized and amortized over its expected period of future benefit, generally two years. Direct-response advertising consists of catalog production and mailing costs that are amortized from the date catalogs are mailed. Advertising expenses, including internal employment costs for marketing personnel and amortization of capitalized direct-response advertising, were $21.8 million, $20.1 million and $23.5 million for the three years ended December 31, 2001, 2000, and 1999, respectively.

      Revenue Recognition — The Company recognizes product revenue upon the transfer of all risks and rewards of ownership to the buyer. Products are generally delivered without significant post-sale obligations to customers. If a significant obligation exists, revenue recognition is deferred until the obligations are satisfied. Service revenue is recognized as the services are performed.

      Deferred Debt Issue Costs — Deferred debt issue costs of $23.5 million and $27.6 million at December 31, 2001 and 2000, respectively, relate to the Company’s 9% Notes, 7 1/8% Notes and Credit Facility debt. Deferred debt issue costs are included in Other Assets and are amortized using the effective interest rate method over the term of the related debt. During 2001, 2000, and 1999, the Company recorded amortization expense of $5.0 million, $4.6 million, and $4.4 million, respectively.

      Income Taxes — The Company uses the asset and liability approach to account for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not expected to be realized.

      Other (Income) Expense, net — Other (income) expense, net consists of interest income on cash and cash equivalents and other non-operating income and expense items. The 2000 amount includes a $23.6 million write down of the Company’s Internet-related investments and 1999 includes $7.8 million of gains on asset sales.

      Stock-Based Compensation — The Company measures compensation expense for its stock-based employee compensation plans using the intrinsic value method, and has provided, in “Note  18 — Stock and Other Plans,” the pro forma disclosures of the effect on net income and earnings per common share as if the fair value based method had been applied in measuring compensation expense.

      Foreign Currency Translation — Assets and liabilities of the Company’s foreign subsidiaries, where the functional currency is the local currency, are translated into U.S. dollars using year-end exchange rates. Revenues and expenses of foreign subsidiaries are translated at the average exchange rates in effect during the year. Adjustments resulting from financial statement translations are included as a separate component of stockholders’ equity (deficit). Gains and losses resulting from foreign currency transactions are reported on the income statement line item “other (income) expense, net,” when recognized.

      Financial Instruments — Effective January 1, 2001, the Company adopted Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”), as amended, which established accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities. All deriva-

29

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NOTES TO FINANCIAL STATEMENTS — (Continued)

tives, whether designated in hedging relations or not, are recorded on the balance sheet at fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings. If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in accumulated other comprehensive income (OCI) and are recognized in the income statement when the hedged item affects earnings. Ineffective portions of changes in the fair value of cash flow hedges are recognized in earnings. For derivative instruments not designated as hedging instruments, changes in fair value are recognized in earnings in the current period. The adoption of SFAS 133, as amended, did not have a material effect on the Company’s financial position or results of operations.

      The nature of the Company’s business activities necessarily involves the management of various financial and market risks, including those related to changes in interest rates and foreign currency exchange rates. As discussed below, the Company uses derivative financial instruments to mitigate or eliminate certain of those risks. The Company assesses, both at the inception of the hedge and on an on-going basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedge items. When it is determined that a derivative is not highly effective as a hedge, the Company discontinues hedge accounting prospectively. The Company does not hold derivatives for trading purposes.

      The Company enters into interest-rate swap agreements in order to manage its exposure to interest rate risk. These interest rate swaps are designated as cash flow hedges of the Company’s variable rate debt. During 2001, no ineffectiveness was recognized in the statement of operations on these hedges. Amounts accumulated in OCI are reclassified into earnings as interest is accrued on the hedge transactions. The amounts accumulated in OCI will fluctuate based on changes in the fair value of the Company’s derivatives at each reporting period.

      The Company enters into forward currency contracts to hedge exposure to fluctuations in foreign currency rates. For foreign currency contracts that are designated hedges, changes in the fair value are recorded in OCI to the extent of hedge effectiveness and are subsequently recognized in earnings once the forecasted transactions are recognized. For forward currency contracts not designated as hedges, changes in fair value are recognized in other (income) expense, net.

      Other Comprehensive Income (Loss) — Other comprehensive income (loss) refers to revenues, expenses, gains and losses that under accounting principles generally accepted in the United States of America are included in other comprehensive income (loss) but are excluded from net income (loss) as these amounts are recorded directly as an adjustment to stockholders’ equity (deficit), net of tax. The Company’s other comprehensive income (loss) is composed of unrealized gains and losses on available-for-sale securities, unrealized losses on cash flow hedges, minimum pension liability and foreign currency translation adjustments.

      Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

      Reclassifications — Certain prior year amounts have been reclassified to conform to their current presentation.

NOTE 4 —  Acquisitions

      In February 2001, the Company acquired the pharmaceutical packaging services business of Covance, which the Company renamed Fisher Clinical Services, Inc. (“FCS”). FCS enables pharmaceutical and biotechnology customers to outsource the packaging, labeling and distribution for new medicines undergoing phase 3 and phase 4 clinical trials. The Company paid an adjusted purchase price of $132.7 million in a cash

30

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NOTES TO FINANCIAL STATEMENTS — (Continued)

transaction. The results of FCS have been included in the domestic distribution segment from the date of acquisition.

      In June 2001, the Company acquired a controlling interest in Medical Analysis Systems, Inc. (“MAS”) after having acquired a non-controlling interest in March 2001. MAS is a leading manufacturer of controls and reagents for the clinical laboratory market. Prior to June 2001, the Company accounted for its investment in MAS using the equity method of accounting. In July 2001, the Company acquired Safety Equipment Company (“SEC”), a distributor of safety supplies and personal protection equipment. These acquisitions had an aggregate purchase price of approximately $30 million. The results of MAS and SEC have been included in the domestic distribution segment from their respective dates of acquisition.

      In November 2001, the Company acquired Cole-Parmer Instrument Company and its affiliated companies (“Cole-Parmer”). Cole-Parmer is a leading worldwide manufacturer and distributor of specialty technical instruments, appliances, equipment and supplies. The purchase price was $208.5 million in cash. The results of Cole-Parmer have been included in the domestic distribution segment from the date of acquisition.

      The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of the acquisitions. The allocation of purchase price has been made based upon management estimates and third-party valuations that have not been finalized. Accordingly, the allocation of purchase price is preliminary and revisions may be necessary.

		(in million)
Current assets		$	94.0
Property, plant and equipment			77.2
Intangible assets			89.0
Goodwill			192.5
Other assets			24.0
	Total assets acquired		476.7
Current liabilities			86.0
Long-term debt			3.8
Other liabilities			15.7
	Total liabilities assumed		105.5
	Net assets acquired	$	371.2

      The following unaudited pro forma financial information presents the consolidated results of operations as if the acquisitions described above had occurred at the beginning of 2001 and 2000 (in millions, except per share amounts). The unaudited pro forma amounts include a financing charge to reflect estimated borrowing costs that would have been incurred had the acquisitions occurred at the beginning of 2000. The unaudited pro forma financial information is provided for informational purposes only and does not purport to be indicative of the Company’s results of operations that would actually have been achieved had the acquisitions been completed for the periods presented, or that may be obtained in the future.

		2001		2000
Sales		$	3,063.5	$	2,939.6
Net income			7.7		15.0
Net income per common share
	Basic	$	0.15	$	0.37
	Diluted		0.14		0.34

      In January 2000, the Company acquired a diagnostic manufacturing business based in Middletown, Virginia, for $22.3 million in cash. The results of this business have been included in the domestic distribution segment from the date of acquisition. In January 1999, the Company acquired Columbia Diagnostics Inc., a Virginia-based provider of laboratory products and supplies to the healthcare industry, which is included in the domestic distribution segment, and Structured Computer Systems (“SCS”), a Connecticut-based provider of

31

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NOTES TO FINANCIAL STATEMENTS — (Continued)

procurement and materials management solutions to businesses, which was included in the ProcureNet business of the former technology segment. Fisher recorded a $5.2 million write-off for in-process research and development costs related to the acquisition of SCS. Net cash consideration paid for acquisitions during 1999, including the remaining 10% of an entity acquired in 1998, was approximately $34.4 million.

NOTE 5 —  Operations To Be Disposed Of

      In December 1998, the Company’s Board of Directors approved a plan to dispose of the Company’s technology business segment through (i) a spinoff (the “Spinoff”) of ProcureNet Inc. (“ProcureNet”), the Company’s outsourcing and supply chain management technology business, and (ii) the sale of UniKix Technology software business. As part of the Spinoff, which was consummated on April 15, 1999, the Company and ProcureNet entered into a transitional services agreement pursuant to which Fisher provides ProcureNet with certain management and other administrative services.

      During the first quarter of 1999, ProcureNet entered into debt obligations to Fisher totaling $19 million. These notes bear interest at an annual rate of 9% and are due and payable on December 31, 2007. Subsequent to the Spinoff, the Company fulfilled its credit commitment to ProcureNet by providing an additional $3 million in debt securities on terms similar to those of the existing notes. In accordance with the terms of the securities and at the option of ProcureNet, accrued interest of $1.1 million and $1.7 million was converted to principal during 2000 and 1999, respectively. In the fourth quarter of 2000, the Company recorded an impairment charge of $19.4 million in other (income) expense to write down a portion of the outstanding principal of the ProcureNet debt security. The charge was triggered primarily by market conditions that adversely impacted ProcureNet’s cash flows. The remaining balance of $5.4 million was based upon management’s estimate of the fair value of this debt security at December 31, 2000. The fair value of the debt security was determined based upon a valuation of the business using a discounted cash flow model.

      On July 22, 1999, the Company completed the sale of UniKix for cash proceeds of approximately $5 million. A gain on the sale of $2.5 million was recognized and is included in other (income) expense, net.

      Revenues, costs and expenses, and cash flows of the former technology segment have been excluded from their respective captions in the Statement of Operations and Statement of Cash Flows. These items have been reported as “loss from operations to be disposed of” and “net cash flows from operations to be disposed of” for the year ended December 31, 1999.

      The former technology segment, which includes the results of operations of ProcureNet through April 15, 1999 and UniKix through July 22, 1999 had net sales of $21.1 million and incurred a net loss of $11.3 million during 1999. The operating loss in 1999 includes a $5.2 million write-off for in-process research and development costs related to the acquisition of SCS.

NOTE 6 —  Fair Value of Financial Instruments

      The Company’s financial instruments consist primarily of cash in banks, accounts receivables, debt, interest rate swaps and forward foreign currency contracts.

      The carrying amounts for cash and cash equivalents, accounts receivables, and short-term debt approximate fair value due to the short-term nature of these instruments. The carrying and fair values of long-term debt were $956.1 million and $978.6 million, respectively at December 31, 2001 and $991.1 million and $951.1 million, respectively, at December 31, 2000. The fair value of the long-term fixed rate debt was estimated based on current quotes from bond traders making a market in the debt instrument. The fair value of debt with variable rates approximates the net carrying value. At December 31, 2001, the Company had no outstanding forward foreign currency contracts and at December 31, 2000, had outstanding forward foreign currency contracts with notional amounts of approximately $5 million. The fair value of these contracts was insignificant at December 31, 2000. The Company also had off-balance-sheet standby letters of credit with

32

FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

notional amounts of $54.2 million and $56.8 million with no unrealized gain or loss at December 31, 2001 and 2000, respectively.

      At December 31, 2001, the Company was a party to five interest-rate swap agreements in which the Company exchanged its floating-rate obligation on (a) $40.0 million denominated in U.S. dollars for a fixed-rate payment obligation of 5.669% per annum through January 21, 2004, (b) $141.9 million denominated in U.S. dollars for a fixed rate obligation of 5.669% per annum through December 31, 2003, (c) $22.0 million denominated in British pounds for a fixed-rate payment obligation of 5.850% per annum through January 21, 2004, and (d) $7.9 million denominated in Canadian dollars for a fixed-rate payment obligation of 5.6675% per annum through January 21, 2004. The notional amount of each interest-rate swap agreement matches the repayment schedule of the Term Facility through the maturity date of the respective interest rate swap agreements (see “Note 12 — Debt”). In the unlikely event that the counter party fails to meet the terms of the interest-rate swap agreement, the Company’s exposure is limited to the interest-rate differential on the notional amount at each quarterly settlement period over the life of the agreements. The Company does not anticipate nonperformance by the counter party. The fair values of interest-rate swap agreements are the estimated amounts that the Company would pay or receive to terminate the agreements at the reporting date, taking into account current interest rates, the market expectation for future interest rates and the current creditworthiness of the Company. The fair value of outstanding interest-rate swap agreements as of December 31, 2001 and 2000, based upon quoted market prices, reflected an unrealized loss of $9.6 million and an unrealized gain of $0.6 million, respectively.

      None of the Company’s financial instruments represents a concentration of credit risk as the Company deals with a variety of major banks worldwide, and its accounts receivable are spread among a number of customers and geographic areas.

NOTE 7 —  Accounts Receivable

      The following is a summary of accounts receivable at December 31 (in millions):

		2001			2000
Gross accounts receivable		$	366.8		$	331.8
Allowance for doubtful accounts			(34.8	)		(35.0	)
	Accounts receivable, net	$	332.0		$	296.8

      The Company’s receivables securities facility (“Receivables Securitization”) provides for the sale, on a revolving basis, of certain of the accounts receivable of Fisher Scientific International Inc., a Delaware limited liability corporation (“FSII”), to a special purpose, bankruptcy remote subsidiary of FSII included in the Company’s consolidated financial statements. The parties have entered into an agreement to transfer, on a revolving basis, an undivided percentage ownership interest in a designated pool of accounts receivable up to a maximum amount based on a defined calculated percentage of the outstanding accounts receivable balance. As collections reduce accounts receivable included in the pool, new receivables are sold into the pool. During 2001, the Company collected and reinvested, on a revolving basis, approximately $812 million of receivables. During 2000, the Company collected and reinvested, on a revolving basis, approximately $475 million of receivables and used $21.7 million of additional collections to reduce this facility to zero at December 31, 2000. The special purpose subsidiary has the risk of credit loss on the receivables and, accordingly, the full amount of the allowance for doubtful accounts has been retained in the Company’s balance sheet. Under the terms of the Receivables Securitization, FSII retains collection and administrative responsibilities for the receivables in the pool. Due to the short-term nature of the receivables, the Company’s retained interest in the pool during the year is valued at historical cost which approximates fair value. The facility expires in January 2003 and the effective interest rate is approximately one month LIBOR plus an annual commitment fee of

33

FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

50 basis points. The Company recorded $3.8 million and $3.9 million of losses on the sale of receivables as interest expense in the year ended December 31, 2001 and 2000, respectively. The full amount of the Receivables Securitization facility was available at December 31, 2001 and 2000.

NOTE 8 —  Inventories

      The following is a summary of inventories by major category at December 31 (in millions):

		2001		2000
Raw material		$	33.6	$	28.8
Work in process			11.0		6.9
Finished products			216.8		188.5
	Total	$	261.4	$	224.2

      Inventories valued using the LIFO method amounted to $150.9 million and $149.3 million at December 31, 2001 and 2000, respectively, which were below estimated replacement cost by approximately $30.8 million and $26.7 million for the years ended December 31, 2001 and 2000, respectively.

NOTE 9 —  Other Current Assets

      The following is a summary of other current assets at December 31 (in millions):

		2001		2000
Deferred income taxes		$	60.8	$	48.5
Other			28.5		15.1
	Total	$	89.3	$	63.6

NOTE 10 —  Property, Plant and Equipment

      The following is a summary of property, plant and equipment by major class of asset at December 31 (in millions):

		2001			2000
Land, buildings and improvements		$	239.3		$	185.8
Machinery, equipment and other			290.9			241.0
	Total		530.2			426.8
Accumulated depreciation			(208.1	)		(175.5	)
	Property, plant and equipment, net		322.1		$	251.3

NOTE 11 —  Accrued and Other Current Liabilities

      The following is a summary of accrued and other current liabilities at December 31 (in millions):

		2001		2000
Wages and benefits		$	61.0	$	32.6
Interest			25.7		24.4
Other			139.2		94.7
	Total	$	225.9	$	151.7

34

FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

NOTE 12 —  Debt

      The following is a summary of debt obligations at December 31 (in millions):

		2001			2000
9% Senior Subordinated Notes (net of a discount of $4.6 million and $5.4 million in 2001 and 2000, respectively)		$	595.4		$	594.6
Term Facility			211.8			231.2
7 1/8% Notes (net of a discount of $0.6 million and $0.7 million in 2001 and 2000, respectively)			149.4			149.3
Other			75.2			63.6
Less short-term debt			(75.7	)		(47.6	)
	Total long-term debt	$	956.1		$	991.1

      The Term Facility consists of (a) a $69.9 million tranche A term loan (“Tranche A”), (b) a $84.2 million tranche B term loan (“Tranche B”) and (c) a $57.7 million tranche C term loan (“Tranche C”). Of the $211.8 million outstanding under the Term Facility, $181.9 million is denominated in U.S. dollars, $22.0 million is denominated in British pounds and $7.9 million is denominated in Canadian dollars. Borrowings under the Term Facility and the Company’s $175 million revolving credit facility (the “Revolving Facility” and together with the Term Facility the “Credit Facility”) bear interest at a range of rates, based upon the Company’s leverage ratio, equal to, at the Company’s option, the following: Tranche A and Revolving Facility, LIBOR plus 1.25% to 2.25% or Prime Rate plus 0.25% to 1.25%; Tranche B, LIBOR plus 2.25% to 2.50% or Prime Rate plus 1.25% to 1.50%; and Tranche C, LIBOR plus 2.50% to 2.75% or Prime Rate plus 1.50% to 1.75%. The Company also pays a commitment fee equal to 0.50% per annum of the undrawn portion of each lender’s commitment. Interest rates at December 31, 2001 were as follows: Tranche A – 3.13% (LIBOR plus 1.25%); Tranche B – 4.13% (LIBOR plus 2.25%); and Tranche C – 4.38% (LIBOR plus 2.50%). The Revolving Facility expires in January 2004. The mandatory repayment schedule of the Term Facility is as follows: $30.5 million in 2002, $22.3 million in 2003, $62.7 million in 2004 and $96.3 million in 2005.

      The obligations of Fisher and the subsidiary borrowers under the Credit Facility are secured by substantially all assets of the Company and its material domestic subsidiaries. The obligations of Fisher and the subsidiary borrowers are further guaranteed by Fisher and each material domestic subsidiary of Fisher.

      The Credit Facility contains covenants of the Company and the subsidiary borrowers, including, without limitation, certain financial covenants and restrictions on (i) indebtedness, (ii) the sale of assets, (iii) mergers, acquisitions and other business combinations, (iv) minority investments, and (v) the payment of cash dividends to shareholders. The financial covenants include requirements to maintain certain levels of interest coverage, debt to earnings before interest, taxes, depreciation and amortization (“EBITDA”), minimum EBITDA and a limit on capital expenditures. The Company is in compliance with all covenants at December 31, 2001. Loans under the Term Facility are required to be prepaid with 50% of excess cash flow (as defined in the Credit Facility and subject to certain limits as specified therein), certain equity issuances of the Company, 100% of net-cash proceeds of certain asset sales, certain insurance and condemnation proceeds, and certain debt issuances of the Company.

      On January 21, and November 20, 1998, the Company issued $400 million and $200 million, respectively, of 9% Senior Subordinated Notes. The 9% Senior Subordinated Notes issued in January were issued at par while the 9% Senior Subordinated Notes issued in November were issued net of an approximate $7 million discount. The 9% Senior Subordinated Notes will mature on February 1, 2008 with interest payable semiannually in arrears on February 1 and August 1 of each year. The 9% Notes are unsecured senior subordinated obligations of the Company, subordinated in right of payment to all existing and future senior

35

FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

indebtedness and rank pari passu in light of payment with all other existing and future senior subordinated indebtedness of the Company. The 9% Notes are redeemable at the option of the Company at any time after February 1, 2003 at an initial redemption price of 104.5%, declining ratably to par on or after February 1, 2006. Upon a Change of Control Triggering Event (as defined in the Indenture under which the 9% Notes are issued), the Company will be required to make an offer to purchase all outstanding 9% Notes at 101% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date of purchase.

      The Indenture under which the 9% Notes are issued contains covenants that restrict, among other things, (i) the ability of the Company and its subsidiaries to incur additional indebtedness, (ii) pay dividends or make certain other restricted payments, (iii) merge or consolidate with any other person, and (iv) make minority investments, and contains other various covenants that are customary for transactions of this type.

      The Company also has outstanding $150.0 million aggregate principal amount of 7 1/8% Notes due December 15, 2005, which were sold on December 18, 1995 at a price to the public equal to 99.184% of principal bringing the effective interest rate to 7.5%.

      Other debt outstanding at December 31, 2001 totaled $75.2 million, of which $42.9 million is long-term in nature. This debt matures as follows: $12.9 million in 2002, $5.5 million in 2003, $2.3 million in 2004, $2.8 million in 2005, $3.4 million in 2006, and $16.0 million thereafter.

NOTE 13 —  Commitments and Contingencies

      The Company leases certain logistics, office, and manufacturing facilities. The following is a summary of annual future minimum lease and rental commitments under operating leases as of December 31, 2001 (in millions):

2002	$	24.0
2003		18.7
2004		14.5
2005		13.3
2006		12.2
Thereafter		72.0
Net minimum lease payments	$	154.7

      Total rental expense included in the accompanying statement of operations amounted to $20.5 million in 2001, $17.6 million in 2000, and $18.4 million in 1999.

      At December 31, 2001, the Company had letters of credit outstanding totaling $54.2 million, which primarily represent guarantees issued to local banks in support of borrowings by foreign subsidiaries of the Company, guarantees with respect to various insurance activities, as well as, performance letters of credit issued in the normal course of business.

      There are various lawsuits and claims pending against the Company involving contract, product liability and other issues. In addition, the Company has assumed certain insurance liabilities, including liabilities related to an inactive insurance subsidiary, primarily related to certain historical businesses of its former parent, including those related to workers’ compensation, employers’ liability, automobile, general and product liability. In view of the Company’s financial condition and the accruals established for related matters, based on management’s knowledge to date, management does not believe that the ultimate liability, if any, related to these matters will have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

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FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

      The Company is currently involved in various stages of investigation and remediation related to environmental protection matters. The Company cannot predict the potential costs related to environmental matters and the possible impact on future operations given the uncertainties regarding the extent of the required cleanup, the complexity and interpretation of applicable laws and regulations, the varying costs of alternative cleanup methods and the extent of the Company’s responsibility. However, these costs could be material. The Company records accruals for environmental liabilities, based on current interpretations of environmental laws and regulations when it is probable that a liability has been incurred and the amount of such liability can be reasonably estimated. The Company calculates estimates based upon reports prepared by environmental specialists and management’s knowledge and experience with these environmental matters. The Company includes in these estimates potential costs for investigation, remediation and operation and maintenance of cleanup sites. Accrued liabilities for environmental matters were $29.8 million and $31.0 million at December 31, 2001 and 2000, respectively.

      Although these amounts do not include third-party recoveries, the Company may be subject to indemnification from third parties for liabilities relating to certain sites. Management believes that this accrual is adequate for the environmental liabilities the Company expects to incur. As a result, the Company believes that the ultimate liability with respect to environmental matters will not have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, the Company may be subject to additional remedial or compliance costs due to future events, such as changes in existing laws and regulations, changes in agency direction or enforcement policies, developments in remediation technologies or changes in the conduct of the Company’s operations, which could have a material adverse effect on the Company’s financial position, results of operations or cash flows.

NOTE 14 —  Stockholders’ Equity (Deficit)

      The preferred stock and the common stock of the Company are each issuable in one or more series or classes, any or all of which may have such voting powers, full or limited, or no voting powers, and such designations, preferences and related participating, optional or other special rights and qualifications, limitations or restrictions thereof, as are set forth in the Restated Certificate of Incorporation of Fisher or any amendment thereto, or in the resolution or resolutions providing for the issue of such stock adopted by Fisher’s Board of Directors, which is expressly authorized to set such terms for any such issue. At December 31, 2001, the Company’s outstanding common stock included 4,035,290 of nonvoting shares. At December 31, 2001, there were warrants outstanding to purchase 2,583,315 shares of common stock at a per share exercise price of $9.65.

      On May 16, 2001, the stockholders of the Company approved an amendment to the Restated Certificate of Incorporation of the Company increasing the authorized number of shares of common stock that may be issued from 100,000,000 to 500,000,000.

NOTE 15 —  Earnings Per Share

      Net income per share is computed under Statement of Financial Accounting Standards No. 128, “Earnings Per Share”. Basic net income per share is computed by dividing net income available for common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share is computed by dividing net income available for common stockholders by the weighted average number of shares of common stock outstanding, including potential common shares from conversion of stock options and warrants using the treasury stock method, if dilutive.

37

FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

      The following table sets forth basic and diluted net income per share computational data for the periods presented (in millions, except per share amounts):

	Year Ended December 31,
	2001		2000		1999
Net income available to common shareholders	$	16.4	$	22.7	$	23.4
Weighted average common shares outstanding used in computing basic net income per share		49.4		40.1		40.0
Common stock equivalent(a)		3.6		4.3		2.8
Weighted average common shares outstanding used in computing diluted net income per share		53.0		44.4		42.8
Basic net income per share	$	0.33	$	0.57	$	0.59
Diluted net income per share	$	0.31	$	0.51	$	0.55

(a) The weighted average amount of outstanding antidilutive common stock options and warrants excluded from the computation of diluted net income per share was 0.9 million, 0.2 million and 1.6 million at December 31, 2001, 2000 and 1999, respectively.

NOTE 16 —  Income Taxes

      The domestic and foreign components of income before income taxes are as follows (in millions):

		Year Ended December 31,
		2001		2000		1999
Domestic		$	0.6	$	25.6	$	44.1
Foreign			29.7		12.2		13.7
	Income before income taxes	$	30.3	$	37.8	$	57.8

      The components of the income tax provision are as follows (in millions):

			Year Ended December 31,
			2001			2000		1999
Current income tax expense:
	Federal		$	—		$	5.7	$	8.9
	State			1.5			0.4		(1.0	)
	Foreign			12.7			6.7		6.0
		Total current		14.2			12.8		13.9
Deferred income tax expense (benefit):
	Federal			0.6			1.5		8.3
	State			(0.3	)		0.1		6.5
	Foreign			(0.6	)		0.7		5.7
		Total deferred		(0.3	)		2.3		20.5
Total income tax provision			$	13.9		$	15.1	$	34.4

38

FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

      The principal items accounting for the differences in taxes on income computed at the applicable U.S. statutory rate and as recorded are as follows (in millions):

		Year Ended December 31,
		2001			2000			1999
Taxes computed at statutory rate		$	10.6		$	13.2		$	20.2
Foreign taxes over (under) U.S. rate and foreign losses not tax benefitted (net)			(1.2	)		0.4			4.8
State income taxes (net of federal benefit)			1.7			0.3			3.5
Nondeductible permanent items, net			2.8			2.4			6.0
Other			—			(1.2	)		(0.1	)
	Income tax provision	$	13.9		$	15.1		$	34.4

      The tax effects of temporary items that gave rise to significant portions of the deferred tax accounts are as follows at December 31 (in millions):

			2001			2000
Deferred tax assets:
	Postretirement benefit costs other than pension		$	24.4		$	26.0
	Environmental accruals			11.8			12.2
	Operating loss			53.3			34.4
	Accrued employee benefits			35.3			28.5
	Restructuring accruals			7.2			3.8
	Other items not deductible until paid			55.6			48.3
	Gross deferred tax assets			187.6			153.2
	Less valuation allowance			(35.7	)		(26.3	)
		Total deferred tax assets		151.9			126.9
Deferred tax liabilities:
	Goodwill			22.4			20.9
	Property, plant and equipment			12.4			11.4
	Other			9.6			7.8
		Total deferred tax liabilities		44.4			40.1
Net deferred tax assets			$	107.5		$	86.8

      Deferred tax assets include the benefit of net operating loss carryforwards subject to appropriate valuation allowances. The Company evaluates the tax benefits of operating loss carryforwards on an ongoing basis taking into consideration such factors as the future reversals of existing taxable temporary differences, projected future operating results, the available carryforward period and other circumstances. At December 31, 2001,

39

FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

the Company had accumulated net operating loss carryforwards for tax purposes expiring as follows (in millions):

		Foreign		State		Federal
2002		$	1.8	$	—	$	—
2003			1.7		2.4		—
2004			1.8		4.2		—
2005			—		3.5		—
2006			—		3.7		—
2008			2.5		8.1		—
2009			0.1		12.0		—
2010			0.2		—		—
2011			2.4		0.1		—
2013			—		3.9		—
2014			—		6.3		—
2016			—		0.1		—
2018			—		13.3		—
2019			—		18.9		17.8
2021			—		1.0		10.9
No Expiration			89.2		—		—
	Total	$	99.7	$	77.5	$	28.7

      SFAS No. 109 requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. The valuation allowances at December 31, 2001, 2000 and 1999 predominantly represent allowances against foreign net operating losses which are not anticipated to result in future tax benefits.

      Undistributed earnings of the Company’s foreign subsidiaries amounted to approximately $53 million at December 31, 2001. Upon distribution of those earnings in the form of dividends or otherwise, the Company would be subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to the various foreign countries. The Company intends to periodically make distributions from its foreign subsidiaries to its U.S. parent. These distributions will only be made at such time that they are deemed to be tax efficient. The Company does not anticipate any additional U.S. tax liability above that which has previously been recorded.

NOTE 17 —  Retirement Benefits

      The Company has defined benefit pension plans available to substantially all employees that are either fully paid for by the Company or provide for mandatory employee contributions as a condition of participation. Under the cash balance plan in the United States, a participating employee accumulates a cash balance account which is credited monthly with an allocation equal to 3.5% of compensation and interest. The Company’s funding policy is to contribute annually the statutorily required minimum amount as actuarially determined.

      The Company, generally at its own discretion, provides a postretirement health care program that is administered by the Company to employees who elect to and are eligible to participate. Fisher funds a portion of the costs of this program on a self-insured and insured-premium basis and, for the years ended December 31, 2001, 2000, and 1999, made payments totaling $1.8 million, $2.1 million and $1.7 million, respectively.

40

FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

      The changes in benefit obligations and plan assets were as follows at December 31 (in millions):

								Other
								Postretirement
		Pension Benefits						Benefits
		2001			2000			2001			2000
Change in benefit obligation
Benefit obligation at beginning of year		$	244.5		$	238.6		$	24.0		$	26.9
	Service costs		10.7			9.0			0.4			0.4
	Interest costs		17.0			16.4			1.6			1.6
	Plan participants’ contribution		0.6			0.7			—			—
	Plan amendment		—			0.1			—			(1.8	)
	Actuarial (gain) loss		6.5			0.4			(0.9	)		(0.6	)
	Benefits paid		(17.1	)		(17.2	)		(1.8	)		(2.1	)
	Currency translation adjustment		(1.6	)		(3.5	)		(0.1	)		(0.4	)
Benefit obligation at end of year		$	260.6		$	244.5		$	23.2		$	24.0

		Pension Benefits
		2001			2000
Change in plan assets
Fair value of plan assets at beginning of year		$	317.8		$	276.9
	Actual return on plan assets		(40.6	)		59.5
	Employer contribution		1.6			2.1
	Plan participants’ contribution		0.6			0.7
	Benefits paid		(17.1	)		(17.2	)
	Currency translation adjustment		(2.3	)		(4.2	)
Fair value of plan assets at end of year		$	260.0		$	317.8

      The funded status of the Company’s pension and postretirement programs was as follows at December 31 (in millions):

							Other
							Postretirement
	Pension Benefits						Benefits
	2001			2000			2001			2000
Funded status	$	(0.6	)	$	73.3		$	(23.2	)	$	(24.0	)
Unrecognized net actuarial (gain) loss		9.3			(65.5	)		(28.2	)		(28.8	)
Unrecognized prior service costs		(4.6	)		(5.1	)		(9.2	)		(11.4	)
Unrecognized net transition obligation		0.2			0.1			—			—
Adjustment required to recognize minimum liability		(2.4	)		(3.0	)		—			—
Accrued benefit asset (liability)	$	1.9		$	(0.2	)	$	(60.6	)	$	(64.2	)

41

FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

      The net periodic pension costs and postretirement health care benefit income includes the following components for the years ended December 31 (in millions):

											Other
											Postretirement
		Pension Benefits									Benefits
		2001			2000			1999			2001			2000			1999
Components of net periodic benefit cost (income)
Service cost		$	10.7		$	9.0		$	9.5		$	0.4		$	0.4		$	0.4
Interest cost			17.0			16.4			15.1			1.6			1.6			1.8
Expected return on plan assets			(25.6	)		(23.2	)		(21.2	)		—			—			—
Amortization of unrecognized net (gain) loss			0.2			—			0.2			(2.2	)		(2.4	)		(2.1	)
Amortization of unrecognized prior service cost			(0.5	)		(0.6	)		(0.6	)		(2.2	)		(2.2	)		(2.1	)
Amortization of unrecognized net transition asset			(0.1	)		(0.8	)		(0.9	)		—			—			—
Recognized net actuarial (gain) loss			(0.3	)		—			—			0.6			—			—
Settlement/ curtailment (gain) loss			(1.8	)		(1.0	)		—			—			—			0.1
	Net periodic benefit (income) cost	$	(0.4	)	$	(0.2	)	$	2.1		$	(1.8	)	$	(2.6	)	$	(1.9	)

      In 1993, the Company amended certain of its existing postretirement health care programs creating an unrecognized prior service benefit. The unrecognized prior service benefit is being amortized over approximately 13 years.

      The development of the net periodic pension cost and the projected benefit obligation was based upon the following assumptions:

	2001			2000			1999
Discount rate		7.25	%		7.50	%		7.50	%
Average rate of increase in employee compensation		4.00	%		4.00	%		4.00	%
Expected long-term rate of return on assets		9.75	%		9.75	%		9.75	%

      The date used to measure plan assets and liabilities was October 31 in each year. Plan assets are invested primarily in stocks, bonds, short-term securities and cash equivalents.

      The weighted average discount rate used in determining the accumulated postretirement health care benefit obligation was 7.25% for December 31, 2001 and 7.5% for December 31, 2000 and 1999, respectively. A 7.75% annual rate of increase in per capita cost of covered health care benefits was assumed for 2001 which gradually decreases to an average ultimate rate of 7.25%. Because of limitations on the Company’s contributions under the amended health care program, changes in the health care trend rate assumption do not have a significant effect on the amounts reported. To illustrate, a change in the assumed health care cost trend rate by 1 percentage point effective January 2001 would change the accumulated postretirement benefit obligation as of December 31, 2001 by approximately $0.6 million and the aggregate of the service and interest cost components of net periodic postretirement benefit cost for the year ended December 31, 2001 by approximately $0.1 million.

      The Company also maintains a defined contribution savings and profit sharing plan (the “Plan”). The Plan allows eligible employees to participate after six months and 500 hours of service. Participants may elect to contribute between 1% and 15% of their annual compensation as defined in the Plan. The Company is obligated to contribute an amount equal to 25% of each employee’s basic contribution, as defined, and may, at the discretion of the Company, contribute additional amounts. For the years ended December 31, 2001, 2000 and 1999 the Company’s contributions to the Plan were $3.8 million, $4.1 million, and $4.2 million, respectively.

42

FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

NOTE 18 —  Stock and Other Plans

     Stock Plans

      In May of 2001 the Board of Directors approved and adopted the Fisher 2001 Equity and Incentive Plan (“2001 Plan”). Under the 2001 Plan, the Company may grant up to 8,000,000 shares of common stock. Awards under the 2001 Plan may be made in the form of incentive stock options, non-qualified stock options, other stock based awards, including but not limited to restricted stock units or dividend payments. No more than 3,000,000 shares of common stock may be awarded in respect to options, restricted stock, restricted stock units or other stock-based awards to any individual under the 2001 Plan. Options granted have a term of ten years and generally vest over three years. The exercise price of any option will not be granted at less than the fair market value of the common stock on the date of the grant.

      Under the Company’s 1998 Equity and Incentive Plan (“1998 Plan”), the Company may grant up to an aggregate of 10,000,000 shares of stock. At December 31, 2001, 5,721,000 shares are available for grant. Awards under the 1998 Plan were authorized to be made in the form of options (whether incentive or otherwise), stock appreciation rights, restricted stock, dividend equivalents and other stock- based awards. Options granted have a term of ten years and generally vest either over a three to five year period in equal installments or in one installment nine years from the date of grant, unless sooner vested upon the achievement of certain performance targets and other factors. The Company has also granted options to purchase 758,333 shares of Common Stock having a ten year term and vesting five to nine years from the date of grant, unless sooner vested upon the achievement of certain performance targets or unless “put” to the Company by the executive or “called” by the Company in accordance with the terms of the respective grant agreements. The total “put” and/or “call” rights are limited to $14.5 million plus interest, of which $4.5 million expired during 2000 in accordance with the terms of the option agreement and was reclassified from other liabilities to equity. Options have generally been granted at fair market value. The exercise price of all options outstanding on April 15, 1999 was reduced by $0.15 per share as a result of the Spinoff of ProcureNet (see “Note 5 – Operations To Be Disposed Of”). During 2000, the Company recorded a noncash compensation expense of $3.7 million in selling, general and administrative expense relating to a one-time change in the terms of certain stock options.

      A summary of the status of the Company’s stock option plans at December 31, 2001, 2000, and 1999 and changes during the years then ended is presented in the following table:

	2001					2000					1999
				Weighted					Weighted					Weighted
				Average					Average					Average
	Shares			Exercise		Shares			Exercise		Shares			Exercise
	(000)			Price		(000)			Price		(000)			Price
Outstanding at beginning of year		7,393		$	15.68		6,950		$	14.07		7,269		$	14.47
Granted		3,253			26.38		920			28.73		523			19.03
Exercised		(309	)		10.71		(36	)		9.64		(23	)		9.64
Canceled / Expired / Forfeited		(2,750	)		21.08		(441	)		16.46		(819	)		19.61
Outstanding at end of year		7,587		$	18.45		7,393		$	15.68		6,950		$	14.07
Exercisable at end of year		4,034		$	11.54		2,500		$	10.73		1,103		$	9.68
Weighted average fair value of options granted				$	13.16				$	9.27				$	5.04

43

FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

      The following table summarizes information about stock options outstanding at December 31, 2001.

		Options Outstanding						Options Exercisable
		Number		Weighted Average		Weighted		Number		Weighted
Range of		Outstanding		Remaining		Average		Exercisable		Average
Exercise Price		(000)		Contractual Life		Exercise Price		(000)		Exercise Price
$	7.00 – $11.00		3,383		6.1	$	9.50		3,383	$	9.50
	11.01 – 15.00		74		6.6		12.84		74		12.84
	15.01 – 18.00		174		6.9		17.44		174		17.44
	18.01 – 22.00		301		8.0		20.58		152		20.62
	22.01 – 26.00		2,087		9.2		24.07		124		24.34
	26.01 – 30.00		1,377		8.7		29.72		—		—
	31.01 – 34.00		126		8.7		32.73		86		32.39
	34.01 – 38.00		64		6.1		36.76		40		36.91
	38.01 – 42.00		1		8.2		42.00		1		42.00
			7,587						4,034

     Restricted Unit Plan

      Pursuant to the restricted unit plan of Fisher, each non-employee director of the Company received a one-time grant of 25,000 units upon becoming a director of the Company. The units represent the right to receive an equivalent number of shares of common stock upon separation from service as a member of the Board of Directors, subject to certain restrictions. The units are subject to certain transfer restrictions for a specified period during which the director has the right to receive dividends. The units vest 25% for each year of service. Unvested units are generally forfeited if the director ceases to be a non-employee director prior to the end of the restricted period.

     SFAS 123 Pro Forma Disclosures

      Had compensation cost for options been based upon fair value determined under SFAS No. 123, the Company’s 2001, 2000, and 1999 net income would have been $31.3 million, $20.4 million, and $20.3 million, respectively, with basic earnings per share of $0.63 for 2001 and of $0.51 for both 2000 and 1999, and diluted earnings per share of $0.59, $0.46, and $0.47, for 2001, 2000, and 1999, respectively. The fair value of each option grant is estimated on the date of grant using a Black-Scholes option pricing model with the following weighted average assumptions used for grants in 2001, 2000, and 1999: risk-free interest rates of approximately 4.5%, 6.0%, and 6.6%, respectively, annual dividend of $0; expected lives of 5 years and expected volatility of 51%, 55%, and 48%, respectively.

NOTE 19 —  Restructuring and Other Charges

      During the first quarter of 2001, Fisher adopted and commenced implementation of a streamlining plan (the “First Quarter Plan”) aimed at improving operations, largely through office, warehouse and manufacturing facility consolidations and the discontinuance of certain product lines. As a result of these actions, the Company recorded a restructuring charge of $18.1 million. The restructuring charge reflects $10.9 million related to estimated employee separation costs and $7.2 million of exit costs. The charge for employee separation arrangements relates to termination and other severance costs associated with 518 salaried and hourly employees severed as part of this plan. The exit costs represent primarily lease-cancellation costs and costs associated with the discontinuance of certain product lines.

44

FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

      During the fourth quarter of 2001, Fisher commenced implementation of a plan focused on further integration of the international operations and recent acquisitions and the continued streamlining of the domestic operations, including the consolidation of certain distribution centers (the “Fourth Quarter Plan”). As a result of these actions, the Company recorded a restructuring charge of $8.9 million. The restructuring charge reflects $7.4 million related to estimated employee separation costs and $1.5 million of exit costs. The charge for employee separation arrangements relates to the termination and other severance costs associated with 262 salaried and hourly employees severed as part of this plan. The exit costs represent primarily lease cancellation costs. During the fourth quarter of 2001 the Company also reversed $0.8 million of excess accruals remaining from restructuring charges recorded in years prior to 2001.

      The following table summarizes the recorded accruals and activity related to the First Quarter Plan and Fourth Quarter Plan (collectively the “2001 Plan”) (in millions):

		Employee		Other
		Separations		Exit Costs		Total
2001 Plan
	Restructuring charge	$	18.3	$	8.7	$	27.0
	Less cash payments		8.7		4.6		13.3
	Less noncash items		—		0.3		0.3
	Balance as of December 31, 2001	$	9.6	$	3.8	$	13.4

      In connection with the May 2001 stock offering process, the Company accelerated the vesting of options to purchase approximately 2.3 million shares of common stock having an average exercise price of $20.85 per share. These options were then converted into the right to receive approximately 1.0 million shares of common stock, issued and deposited into a rabbi trust. The number of shares issued was determined by dividing the “spread” value of the option (the difference between the last reported sale price on March 30, 2001 of $35.44, the date of the transaction, and the exercise price of the option) by $35.44. As a result of these transactions the Company recorded a primarily noncash compensation charge of $33.5 million during the first quarter of 2001.

      In 2000, the Company recorded a restructuring credit of $2.0 million for the reversal of prior year restructuring accruals due to actual costs being lower than originally estimated. The restructuring credit related to the domestic distribution and international distribution segments equally.

      In 1999, the Company recorded a $1.5 million net restructuring credit, which consisted of a $2.1 million restructuring charge related to its long-term restructuring plan and a $3.6 million reversal of prior period restructuring charges due to revised estimates. The charge reflected consolidation and downsizing of the Company’s German operations, which are included in the international distribution segment. The charge resulted from a plan that was adopted in December 1999. The charge related to severance and related costs for the termination of approximately 22 warehouse, customer service, and sales employees. At December 31, 2001, no balance remains accrued for this restructuring plan. The $3.6 million reversal of prior period restructuring charges was comprised of a $3.0 million reduction of severance due to organizational changes and voluntary separations that occurred during 1999 which were not anticipated in prior periods and a $0.6 million reduction due to revised estimates for the closing of logistics centers in the United States.

NOTE 20 —  Segment and Geographical Financial Information

      The Company reports financial results on the basis of three business segments; domestic distribution, international distribution and laboratory workstations. The domestic distribution segment engages in the supply, marketing, service and manufacture of scientific, clinical, educational, and occupational health and safety products. Additionally, this segment provides contract manufacturing and pharmaceutical packaging

45

FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

services. The international distribution segment engages in the supply, marketing and service of primarily scientific research products. The laboratory workstations segment manufactures laboratory workstations, fume hoods and enclosures for technology and communication centers. Until 1999, the Company operated a fourth segment, technology.

      Selected business segment financial information for the years ended December 31, 2001, 2000, and 1999 is shown below (in millions):

		Sales									Income from Operations
		2001			2000			1999			2001		2000			1999
Domestic distribution		$	2,439.9		$	2,187.3		$	2,015.4		$	173.4	$	149.8		$	131.8
International distribution			425.4			418.5			446.9			13.6		11.5			6.3
Laboratory workstations			178.6			165.2			192.0			4.9		3.5			25.4
Technology			—			—			—			—		—			(6.1	)
Eliminations			(163.9	)		(148.7	)		(139.8	)		0.4		(0.1	)		0.6
	Segment sub-total		2,880.0			2,622.3			2,514.5			192.3		164.7			158.0
Restructuring and other charges (credits)			—			—			—			59.7		(2.0	)		(1.5	)
Nonrecurring charges			—			—			—			1.5		10.4			12.7
	Total	$	2,880.0		$	2,622.3		$	2,514.5		$	131.1	$	156.3		$	146.8

      Income from operations is revenue less related direct and allocated expenses. External customer sales of the domestic distribution segment were $2,281 million, $2,045 million, and $1,882 million for 2001, 2000 and 1999, respectively. Intercompany sales and transfers between segments were not material for 2001, 2000, or 1999.

      The domestic distribution, international distribution and laboratory workstations segments accounted for $19.6 million, $6.5 million and $0.1 million, respectively, of the 2001 restructuring and other charges. In addition, the Company accelerated the vesting of common stock options and recorded a primarily non-cash compensation charge of $33.5 million in 2001 not allocated by segment.

														Depreciation and
		Assets						Capital Expenditures						Amortization
		2001		2000		1999		2001		2000		1999		2001		2000		1999
Domestic distribution		$	1,331.7	$	848.4	$	787.2	$	30.1	$	19.4	$	22.9	$	55.7	$	38.2	$	36.6
International distribution			340.7		375.1		438.4		5.3		4.9		12.8		17.0		16.5		16.9
Laboratory workstations			166.8		162.2		177.0		4.7		5.1		5.0		9.3		8.9		8.9
Technology			—		—		—		—		—		0.4		—		—		—
	Total	$	1,839.2	$	1,385.7	$	1,402.6	$	40.1	$	29.4	$	41.1	$	82.0	$	63.6	$	62.4

      The Company operates or sells to customers in approximately 145 countries outside the United States. Sales outside the United States comprised 17%, 19%, and 21% of consolidated sales in 2001, 2000, and 1999, respectively. No single foreign country accounted for more than 10% of consolidated sales during the past three years.

46

FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

		Long-Lived Assets
		2001		2000
Long-lived assets by geographic area:
Domestic		$	768.7	$	427.6
International			167.7		182.5
	Total	$	936.4	$	610.1

      Fisher’s product portfolio is comprised of consumable products, such as laboratory supplies and specialty chemicals, and durables. Approximately 80% of 2001, 2000, and 1999 sales were of consumable products and 20% of 2001, 2000, and 1999 sales were of durable products.

NOTE 21 —  Related Parties

      The Company pays an annual management fee of $1.0 million to certain affiliates of THL. In return for the annual management fee, THL, and certain of its affiliates, provide consulting and management advisory services. Several of the Company’s equity investors were underwriters to the Company’s May 2001 offering for which the Company paid approximately $9.9 million in underwriters’ discounts from the proceeds of the offering. One of the Company’s equity investors is a financial institution that provides financing to the Company.

NOTE 22 —  Accounting Pronouncements

      In June 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 141, “Business Combinations” (“SFAS 141”) and Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”).

      SFAS 141 requires the purchase method of accounting for business combinations completed after June 30, 2001 and eliminates the pooling-of-interests method for business combinations. SFAS 141 also specifies the types of acquired intangible assets that are required to be recognized and reported separately from goodwill and those acquired intangible assets that are required to be included in goodwill. Under the provisions of SFAS 141, goodwill and intangible assets determined to have an indefinite useful life that are acquired in a business combination completed after June 30, 2001, were not amortized. Goodwill and intangible assets acquired in business combinations completed prior to July 1, 2001 continued to be amortized through December 31, 2001.

      SFAS 142 requires the use of a nonamortization approach to account for purchased goodwill and certain intangibles. Under the nonamortization approach, goodwill and certain intangibles will not be amortized but instead would be reviewed for impairment and written down with a resulting charge to operations only in the period in which the recorded value of goodwill and certain intangibles is more than its fair value. SFAS 142 requires the Company to perform an evaluation of whether goodwill and indefinite-lived intangible assets are impaired as of January 1, 2002, the effective date of the statement for the Company. Additionally, SFAS 142 requires the Company to reassess the useful lives and residual values of all intangible assets and make any necessary amortization adjustments. This impairment evaluation is required to be completed by March 31, 2002 for indefinite-lived intangible assets and by December 31, 2002 for goodwill.

      At December 31, 2001, we had unamortized goodwill and unamortized indefinite-lived intangible assets in the amount of $507.4 million and $61.5 million, respectively, which are subject to the transition provisions of SFAS 141 and SFAS 142. The Company is in the process of evaluating the effect that the transitional goodwill impairment provisions of this statement will have on its financial statements.

47

FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

      Selected business segment financial information for the years ended December 31, 2001, 2000 and 1999 excluding goodwill amortization is as follows:

		Income from operations
		2001		2000			1999
Domestic distribution		$	181.3	$	154.2		$	136.3
International distribution			18.6		16.6			12.7
Laboratory workstations			8.7		7.3			29.1
Technology			—		—			(6.1	)
Eliminations			0.4		(0.1	)		0.6
	Segment sub-total		209.0		178.0			172.6
Restructuring and other charges (credits)			59.7		(2.0	)		(1.5	)
Nonrecurring charges			1.5		10.4			12.7
	Total	$	147.8	$	169.6		$	161.4

      In August 2001, the FASB issued Statement of Financial Accounting Standards No. 143, “Accounting For Asset Retirement Obligations” (“SFAS 143”). SFAS 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. It applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or the normal operation of a long-lived asset, except for certain obligations of lessees. This standard requires entities to record the fair value of a liability for an asset retirement obligation in the period incurred.The Company does not anticipate the adoption of SFAS 143 as of January 1, 2003 will have a material effect on its financial position or results of operations.

      In October 2001, the FASB issued Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”). SFAS 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets. SFAS 144 supersedes FASB Statement No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of”, and the accounting and reporting provisions of APB Opinion No. 30, “Reporting the Results of Operations — Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions”. SFAS 144 also amends ARB No. 51, “Consolidated Financial Statements”, to eliminate the exception to consolidation for a subsidiary for which control is likely to be temporary. This Statement also broadens the presentation of discontinued operations to include more disposal transactions. The provisions of this statement have been adopted as of January 1, 2002 and will be applied prospectively.

48

FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

NOTE 23 —  Unaudited Quarterly Financial Information

      The Company’s common stock is listed on the New York Stock Exchange (“NYSE”) under the trading symbol FSH. The following is a summary of quarterly financial information for 2001 and 2000, including the high and low closing sales prices of the stock as reported by the NYSE for each of the quarterly periods listed (in millions, except per share data):

		2001
		First			Second		Third		Fourth		Year
Sales		$	687.0		$	708.8	$	729.5	$	754.7	$	2,880.0
Gross profit			174.4			179.7		185.6		197.5		737.2
Net income (loss) (a)			(23.7	)		12.2		16.9		11.0		16.4
Net income (loss) per common share:
	Basic	$	(0.59	)	$	0.25	$	0.31	$	0.20	$	0.33
	Diluted		(0.59	)		0.23		0.30		0.19		0.31
Market price:
	High	$	39.88		$	38.70	$	27.41	$	30.30	$	39.88
	Low		32.40			24.70		21.70		24.20		21.70

(a) During the first and fourth quarter of 2001, Fisher recorded $51.6 million ($32.5 million, net of tax) and $8.1 million ($5.1 million, net of tax) restructuring charges, respectively. See “Note 19 — Restructuring and Other Charges”.

		2000
		First		Second		Third		Fourth			Year
Sales		$	653.2	$	662.1	$	662.3	$	644.7		$	2,622.3
Gross profit			164.8		162.1		162.9		158.5			648.3
Net income (loss)(b)			8.5		9.4		13.1		(8.3	)		22.7
Net income (loss) per common share:
	Basic	$	0.21	$	0.23	$	0.33	$	(0.21	)	$	0.57
	Diluted		0.19		0.21		0.30		(0.21	)		0.51
Market price:
	High	$	49.63	$	43.25	$	35.44	$	45.19		$	49.63
	Low		32.06		24.73		20.06		34.06			20.06

(b) During the third quarter of 2000, Fisher recorded a $2.0 million ($1.4 million, net of tax) restructuring credit. See “Note 19 –Restructuring and Other Charges”. During the fourth quarter of 2000, Fisher recorded a $23.6 million ($14.9 million net of tax) write down of investments in certain Internet-related ventures.

49

FISHER SCIENTIFIC INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

      None

PART III

Item 10. Directors and Executive Officers of the Registrant

      Directors. The information appearing in Fisher’s Proxy Statement for its Annual Meeting of Stockholders to be held on May 8, 2002 (the “Proxy Statement”) under the caption “Nomination and Election of Directors”, is incorporated herein by reference.

      Executive Officers. Information in answer to this Item appears under the caption “Executive Officers of Fisher” in Item 1 of this Annual Report.

      Compliance with Section 16(a) of the Exchange Act. The information appearing in the Proxy Statement under the caption “Section 16(a) Beneficial Ownership Reporting Compliance”, is incorporated herein by reference.

Item 11. Executive Compensation

      The information appearing in the Proxy Statement under the caption “Compensation of Directors and Executive Officers”, is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management

      The information appearing in the Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management”, is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions

      The information appearing in the Proxy Statement under the caption “Certain Transactions and Other Matters”, is incorporated herein by reference.

PART IV

Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K

      (a)(1) Financial Statements. The Index to Financial Statements of the Company appears at page 22 of this Annual Report.

         (2) Schedules. Financial statement schedules are listed under Item 14(d) in this Annual Report.

         (3) Exhibits. Exhibits 10.1 through 10.18 constitute all of the management contracts and compensation plans and arrangements of the Company required to be filed as exhibits to this Annual Report.

Exhibit
Number			Description
	2.1	—	Second Amended and Restated Agreement and Plan of Merger, as amended, dated as of November 14, 1997 by and between the Company and FSI Merger Corp.(1)
	2.2	—	Stock Purchase Agreement, dated November 9, 1998, among Fisher Scientific International Inc., Fisher Scientific Holdings France S.A., as Buyer, and Capiac, Sapaca 97, Sapcar 97, Sappi 97, Sappef 97, Pierre Block, Anne-Catherine Block-Derriey, Pierre-Francois Block, Caroline Block and Marthe Block, as Sellers.(2)
	2.3	—	Distribution Agreement, dated March 29, 1999, among Fisher Scientific International Inc. and ProcureNet Inc.(13)
	3.1	—	Amended and Restated Certificate of Incorporation of the Company, as amended

50

Exhibit
Number			Description
	3.2	—	Certificate of Designation of Series A Junior Participating Preferred Stock of the Company, dated June 9, 1997(1)
	3.3	—	Certificate of Designation of Non-Voting Stock of the Company
	3.4	—	Certificate of Designation of Series B Non-Voting Common Stock
	3.5	—	Bylaws of the Company(3)
	3.6	—	Certificate of Correction to the Restated Certificate of Incorporation of Fisher Scientific International Inc.
	4.1	—	Specimen Certificate of Common Stock, $.01 par value per share, of the Company
	4.2	—	Certificate of Designation of Series A Junior Participating Preferred Stock, dated June 9, 1997 (see Exhibit 3.2)
	4.3	—	Certificate of Designation of Non-Voting Stock (see Exhibit 3.3)
	4.4	—	Certificate of Designation of Series B Non-Voting Common Stock (See Exhibit 3.4)
	4.5	—	Senior Debt Securities Indenture dated as of December 18, 1995 between the Company and Mellon Bank, N.A., as Trustee(6)
	4.6	—	Indenture dated as of January 21, 1998 between Fisher and State Street Bank and Trust Company, as Trustee, relating to the 9% Senior Subordinated Notes due 2008(7)
	4.7	—	Registration Rights Agreement dated as of January 21, 1998 among Fisher and Merrill Lynch, Pierce, Fenner and Smith Incorporated, Chase Securities Inc. and Donaldson, Lufkin and Jenrette Securities Corporation(8)
	10.1	—	Employment Agreement dated as of December 31, 2001 between the Company and Paul M. Montrone*
	10.2	—	Employment Agreement dated as of December 31, 2001 between the Company and Paul M. Meister*
	10.3	—	Employment Agreement dated as of March 31, 1998 between the Company and David Della Penta(10)
	10.4	—	Credit Agreement among Fisher, Certain Subsidiaries of Fisher, Various Lending Institutions, The Chase Manhattan Bank, as Administrative Agent, The Chase Manhattan Bank of Canada, as Administrative Agent, Chase Manhattan International Limited, as U.K. Administrative Agent, Merrill Lynch Capital Corporation, as Syndication Agent, and DLJ Capital Funding, Inc., as Documentation Agent, dated as of January 21, 1998 (the “Credit Agreement”)(7)
	10.5	—	First Amendment and Waiver to the Credit Agreement dated as of November 13, 1998
	10.6	—	Second Amendment and Waiver to the Credit Agreement dated as of December 31, 1998
	10.7	—	Fisher Scientific International Inc. Retirement Plan(3)
	10.8	—	Fisher Scientific International Inc. Savings and Profit Sharing Plan(3)
	10.9	—	Fisher Scientific International Inc. Incentive Compensation Plan(12)
	10.10	—	Restricted Unit Plan for Non-Employee Directors of Fisher Scientific International Inc.(3)
	10.11	—	Fisher Scientific International Inc. Deferred Compensation Plan for Non-Employee Directors(3)
	10.12	—	Retirement Plan for Non-Employee Directors of Fisher Scientific International Inc.(3)
	10.13	—	Fisher Scientific International Inc. Long-Term Incentive Plan(3)
	10.14	—	Fisher Scientific International Inc. 1998 Equity and Incentive Plan(11)

51

Exhibit
Number			Description
	10.15	—	Amended and Restated Investors’ Agreement dated as of March 29, 1999 among Fisher Scientific International Inc., Thomas H. Lee Equity Fund III, L.P. THL-CCI Limited Partnership, THL Foreign Fund III, L.P., THL FSI Equity Investors, L.P., DLJ Merchant Banking Partners II, L.P., DLJ Merchant Banking Partners IIA, L.P., DLJ Offshore Partners, II, C.V., DLJ Diversified Partners, L.P., DLJ Diversified Partners A, L.P., DLJ Millennium Partners, L.P., DLJ Millennium Partners A, L.P., DLJMB Funding II, Inc., UK Investment Plan 1997 Partners, DLJ EAB Partners, L.P., DLJ ESC II, L.P., DLJ First ESC, L.P., Chase Equity Associates, L.P., Merrill Lynch Kecalp L.P. 1997, Kecalp Inc., ML IBK Positions, Inc. and certain other persons named herein(14)
	10.16	—	Third Amendment and Waiver to the Credit Agreement dated as of April 5, 2000
	10.17	—	Amendment to Amended and Restated Investors’ Agreement dated as of May 14, 2000 among Fisher Scientific International Inc., Thomas H. Lee Equity Fund III, L.P. THL-CCI Limited Partnership, THL Foreign Fund III, L.P., THL FSI Equity Investors, L.P., DLJ Merchant Banking Partners II, L.P., DLJ Merchant Banking Partners IIA, L.P., DLJ Offshore Partners, II, C.V., DLJ Diversified Partners, L.P., DLJ Diversified Partners A, L.P., DLJ Millennium Partners, L.P., DLJ Millennium Partners A, L.P., DLJMB Funding II, Inc., UK Investment Plan 1997 Partners, DLJ EAB Partners, L.P., DLJ ESC II, L.P., DLJ First ESC, L.P., Chase Equity Associates, L.P., Merrill Lynch Kecalp L.P. 1997, Kecalp Inc., ML IBK Positions, Inc. and certain other persons named herein(14)
	10.18	—	Fourth Amendment and Waiver to the Credit Agreement dated as of February 9, 2000
	10.19	—	Amendment to Amended and Restated Investors’ Agreement dated as of May 2, 2001 among Fisher Scientific International Inc., Thomas H. Lee Equity Fund III, L.P. THL-CCI Limited Partnership, THL Foreign Fund III, L.P., THL FSI Equity Investors, L.P., DLJ Merchant Banking Partners II, L.P., DLJ Merchant Banking Partners II — A, L.P., DLJ Offshore Partners, II, C.V., DLJ Diversified Partners, L.P., DLJ Diversified Partners — A, L.P., DLJ Millennium Partners, L.P., DLJ Millennium Partners — A, L.P., DLJMB Funding II, Inc., UK Investment Plan 1997 Partners, DLJ EAB Partners, L.P., DLJ ESC II, L.P., DLJ First ESC, L.P., Chase Equity Associates, L.P., Merrill Lynch Kecalp L.P. 1997, Kecalp Inc., ML IBK Positions, Inc. and certain other persons named herein(15)
	21.1	—	List of Subsidiaries of the Company*
	23.1	—	Consent of DELOITTE & TOUCHE LLP*

* Filed herewith

(1)	Included as an Annex or Exhibit to the Company’s Proxy Statement/ Prospectus included in the Company’s Registration Statement on Form S-4 (Registration No. 333-42777) filed with the Securities and Exchange Commission on December 19, 1997 and incorporated herein by reference.
(2)	Included as an exhibit to the Company’s Current Report on Form 8-K/ A filed with the Securities and Exchange Commission on February 17, 1999 and incorporated herein by reference.
(3)	Included in an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 1992, filed with the Securities and Exchange Commission on March 24, 1993 and incorporated herein by reference.
(4)	Included as an exhibit to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on June 9, 1997 and incorporated herein by reference.
(5)	Included as an exhibit to the Company’s Current Report on Form 8-K dated August 7, 1997 filed with the Securities and Exchange Commission on August 8, 1997 and incorporated herein by reference.
(6)	Included as an exhibit to the Company’s Registration Statement on Form S-3 (Registration No. 33-99884) filed with the Securities and Exchange Commission on November 30, 1995 and incorporated herein by reference.

52

(7)	Included as an exhibit to the Company’s Current Report on Form 8-K (Registration No. 001-10920) dated January 21, 1998 filed with the Securities and Exchange Commission on February 5, 1998 and incorporated herein by reference.
(8)	Included as an exhibit to the Company’s Registration Statement on Form S-4 (Registration No. 333-48285) filed with the Securities and Exchange Commission on March 19, 1998 and incorporated herein by reference.
(9)	Included as an exhibit to the Company’s Annual Report, as amended, on Form 10-K/A for the year ended December 31, 1997, filed with the Securities and Exchange Commission on April 20, 1998 and incorporated herein by reference.

(10)	Included as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, filed with the Securities and Exchange Commission on August 14, 1998 and incorporated herein by reference.
(11)	Included as an exhibit to Post-Effective Amendment No. 1 to the Company’s Registration Statement on Form S-4 (Registration No. 333-42777) filed with the Securities and Exchange Commission on February 2, 1998 and incorporated herein by reference.
(12)	Included in an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 1995, filed with the Securities and Exchange Commission on March 21, 1996 and incorporated herein by reference.
(13)	Included as an exhibit to the Company’s Current Report on Form 8-K Registration No. 001-10920 dated April 15, 1999 filed with the Securities and Exchange Commission on April 30, 1999.
(14)	Included as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1999, filed with the Securities and Exchange Commission on May 14, 1999 and incorporated herein by reference.
(15)	Included as an exhibit to the Company’s Form 10-Q for the quarterly period ended March 31, 2001, filed with the Securities and Exchange Commission on May 15, 2001 and incorporated herein by reference.

      (b) Reports on Form 8-K: The Company did not file any Current Reports on Form 8-K during the last quarter of the period covered by this report.

      (c) Exhibits. The following exhibits are filed with this annual report:

10.1 —	Employment Agreement dated as of December 31, 2001 between the Company and Paul M. Montrone.
10.2 —	Employment Agreement dated as of December 31, 2001 between the Company and Paul M. Meister.

          21.1 — List of Subsidiaries of the Company.

          23.1 — Consent of DELOITTE & TOUCHE LLP.

      (d) Financial Statement Schedule.

53

SCHEDULE II

      Valuation and Qualifying Accounts and Reserves for the Three Years Ended December 31, 2001
(in millions):

		Balance at		Charged to		Charged to		Deduction			Balance
		beginning		costs and		other		and			at end of
		of period		expenses		accounts		write-offs			period
Allowance for doubtful accounts
	December 31, 1999	$	27.8	$	6.4	$	4.0	$	(3.3	)	$	34.9
	December 31, 2000		34.9		8.2		—		(8.1	)		35.0
	December 31, 2001		35.0		2.9		1.4		(4.5	)		34.8

54

SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FISHER SCIENTIFIC INTERNATIONAL INC.

By:  /s/ TODD M. DUCHENE

Todd M. DuChene

Vice President-General Counsel and Secretary

Date: March 28, 2002

      Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on March 28, 2002.

Signature	Title
/s/ PAUL M. MONTRONE Paul M. Montrone	Chief Executive Officer and Director (Principal Executive Officer)
/s/ PAUL M. MEISTER Paul M. Meister	Director
/s/ KEVIN P. CLARK Kevin P. Clark	Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
/s/ MITCHELL J. BLUTT, M.D. Mitchell J. Blutt, M.D.	Director
/s/ ROBERT A. DAY Robert A. Day	Director
/s/ ANTHONY J. DINOVI Anthony J. Dinovi	Director
/s/ MICHAEL D. DINGMAN Michael D. Dingman	Director
/s/ DAVID V. HARKINS David V. Harkins	Director
/s/ SCOTT M. SPERLING Scott M. Sperling	Director
/s/ KENT R. WELDON Kent R. Weldon	Director

55 EX-10.1 3 b42117fsex10-1.txt EX-10.1 EMPLOYMENT AGREEMENT WITH PAUL M. MONTRONE EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement") is entered into by and between Fisher Scientific International, Inc., a Delaware corporation (the "Company") and Paul M. Montrone (the "Executive"), dated as of the 31st day of December, 2001. 1. TERM OF THE AGREEMENT. This Agreement shall commence as of December 31, 2001 (the "Effective Date") and end on December 31, 2006 (the "Initial Employment Period" and, together with any extensions thereof pursuant to the next sentence, the "Employment Period"). As of the last day of the Initial Employment Period and each anniversary thereof, unless either party hereto shall have given the other party 60 days' advance notice that there shall be no further extensions pursuant to this sentence (such notices, a "Notice of Non-Extension"), the Employment Period shall be extended by an additional year. 2. POSITION AND DUTIES. During the Employment Period, the Executive's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with those held, exercised and assigned to the Executive on the day immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 25 miles from such location. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic, charitable, governmental or religious boards or committees, (B) to manage or participate in activities of General Chemical Group, GenTek Inc.and Latona Associates, Inc., in a manner consistent with his current practice, (C) deliver lectures, fulfill speaking engagements or teach at educational institutions, (D) participate in political activities and fundraising and (E) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company. 3. COMPENSATION. (a) BASE SALARY. During the Employment Period, the Executive shall receive an annual base salary of at least $815,000 ("Annual Base Salary"), which shall be paid in accordance with the Company's generally applicable payroll practices and policies. During the Employment Period, the Annual Base Salary shall be reviewed at least annually. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as so increased. (b) ANNUAL BONUS. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the "Annual Bonus") in cash at least equal to $475,000 (the "Minimum Bonus Amount"). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus. (c) INCENTIVE, SAVINGS AND RETIREMENT PLANS. During the Employment Period, the Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the Executive under such plans, practices, policies and programs as in effect immediately preceding the Effective Date or if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies. (d) WELFARE BENEFIT PLANS. During the Employment Period, the Executive and/or the Executive's family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive 2 immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies. Without limiting the generality of the foregoing, the Company shall continue to make all required premium payments and fulfill its other obligations under the split-dollar insurance agreement (the "Split-Dollar Agreement") entered into by the Company and the Executive and effective as of November 8, 1994. (e) EXPENSES. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and its affiliated companies in effect for the Executive immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies. (f) FRINGE AND OTHER BENEFITS. During the Employment Period, the Executive shall be entitled to fringe benefits, personal perquisites, and any other benefits in accordance with the most favorable plans, practices, programs and policies of the Company in all respects and its affiliated companies in effect for the Executive immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with affiliated companies, including, without limitation, benefits payable under the Executive's Split-Dollar Agreement. (g) OFFICE AND SUPPORT STAFF. During the Employment Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to secretarial and other assistance, in all respects equal to that provided to the Executive by the Company immediately preceding the Effective Date or, if more favorable to the Executive, as provided generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies. (h) VACATION. During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the plans, policies, programs and practices of the Company in all respects and its affiliated companies as in effect for the Executive immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies. 4. TERMINATION OF EMPLOYMENT. (a) DEATH OR DISABILITY. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it 3 may give to the Executive written notice in accordance with Section 10(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative. (b) CAUSE. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean: (i) the willful and continued failure of the Executive to perform substantially the Executive's duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board or the Chief Executive Officer of the Company which specifically identifies the manner in which the Board or Chief Executive Officer believes that the Executive has not substantially performed the Executive's duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company. For purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusive presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good 4 faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail. (c) GOOD REASON. The Executive's employment may be terminated by the Executive other than for Good Reason, or by the Executive for Good Reason at any time within 90 days after the Executive first has actual knowledge of the occurrence of such Good Reason. For purposes of this Agreement, "Good Reason" shall mean: (i) the assignment to the Executive of any duties inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 2 of this Agreement, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding, for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Section 3 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) the Company's requiring the Executive to be based at any office or location other than as provided in Section 2 hereof or the Company's requiring the Executive to travel on Company business to a substantially greater extent than required immediately prior to the Effective Date; (iv) any purported termination by the Company of the Executive's employment otherwise than as expressly permitted by this Agreement; (v) any delivery by the Company of a Notice of Non-Extension; or (vi) any failure by the Company to comply with and satisfy Section 9 of this Agreement. For purposes of this Section 4(c), any good faith determination of "Good Reason" made by the Executive shall be conclusive. (d) NOTICE OF TERMINATION. Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 10(b) of this Agreement. For purposes of this Agreement, a "Notice of Termination" means a written notice which (I) indicates the specific termination provision in this Agreement relied upon, (II) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to 5 provide a basis for termination of the Executive's employment under the provision so indicated and (III) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than thirty days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive's or the Company's rights hereunder. (e) DATE OF TERMINATION. "Date of Termination" means (I) if the Executive's employment is terminated by the Company for Cause, or by the Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein, as the case may be, (II) if the Executive's employment is terminated by the Company other than for Cause or Disability, the date on which the Company notifies the Executive of such termination, (III) if the Executive's employment is terminated by the Executive other than for Good Reason, the date on which the Executive notifies the Company of such termination and (IV) if the Executive's employment is terminated by reason of death or Disability, the date of death of the Executive or the Disability Effective Date, as the case may be. 5. OBLIGATIONS OF THE COMPANY UPON TERMINATION. (a) BY EXECUTIVE; OTHER THAN FOR CAUSE, DEATH OR DISABILITY. In partial consideration for the confidential information and noncompetition covenants of the Executive pursuant to Section 8 and in part as liquidated damages in lieu of the payments and benefits to which the Executive would have been entitled through the remainder of the Employment Period, if, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason or without Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of 6 (a) The Executive's target bonus as determined under the applicable Fisher compensation plan(s), and (b) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to the product of (1) five (three in the case of termination by the Executive without Good Reason) and (2) the sum of (a) the Executive's Annual Base Salary and (b) The Executive's target bonus as determined under the applicable Fisher compensation plan(s) and C. an amount equal to the difference between (A) the aggregate benefit under the Company's qualified - defined benefit retirement plans (collectively, the "Retirement Plan") and any excess or supplemental defined benefit retirement plans in which the Executive participates, including without limitation the Company's Executive Retirement and Savings Plan, (collectively, the "SERP") which the Executive would have accrued (whether or not vested) if the Executive's employment had continued for five years (three years in the case of termination by the Executive without Good Reason) after the Date of Termination and (B) the actual vested benefit, - if any, of the Executive under the Retirement Plan and the SERP, determined as of the Date of Termination (with the foregoing amounts to be computed on an actuarial present value basis, based on the assumption that the Executive's compensation in each of the five years (three years in the case of termination by the Executive without Good Reason) following such termination would have been that required 7 by Section 3(a) and Section 3(b), and using actuarial assumptions no less favorable to the Executive than the most favorable of those in effect for purposes of computing benefit entitlements under the Retirement Plan and the SERP at any time from the day before the Effective Date) through the Date of Termination; (ii) for five (three years in the case of termination by the Executive without Good Reason) years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue all fringe and other benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(d), (f) and (g) of this Agreement if the Executive's employment had not been terminated (including without limitation pursuant to the Split Dollar Agreement) or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility, and for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until five years (three years in the case of termination by the Executive without Good Reason) after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in the Executive's sole discretion (but the total cost thereof shall not exceed $50,000); and (iv) for a period of five years following the Executive's termination, to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). (b) DEATH. If the Executive's employment is terminated by reason of the Executive's death during the Employment Period, this Agreement shall terminate without 8 further obligations to the Executive's legal representatives under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive's estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 5(b) shall include, without limitation, and the Executive's estate and/or beneficiaries shall be entitled to receive, benefits at least equal to the most favorable benefits provided by the Company and affiliated companies to the estates and beneficiaries and peer executives of the Company and such affiliated companies under such plans, programs, practices and policies relating to death benefits, if any, as in effect with respect to other peer executives and their beneficiaries at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive's estate and/or the Executive's beneficiaries, as in effect on the date of the Executive's death with respect to other peer executives of the Company and its affiliated companies and their beneficiaries. (c) DISABILITY. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 5(c) shall include, and the Executive shall be entitled after the Disability Effective Date to receive, disability and other benefits at least equal to the most favorable of those generally provided by the Company and its affiliated companies to disabled executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's family, as in effect at any time thereafter generally with respect to other peer executives of the Company and its affiliated companies and their families. (d) CAUSE. If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive (X) the Annual Base Salary through the Date of Termination, (Y) the amount of any compensation previously deferred by the Executive, and (Z) Other Benefits, in each case to the extent theretofore unpaid. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination 6. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any plan, program, policy or practice provided by the Company or any of its affiliated companies and for which the 9 Executive may qualify, nor, subject to Section 10(f), shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its affiliated companies. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its affiliated companies at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement. 7. FULL SETTLEMENT; LEGAL FEES. The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and except as specifically provided in Section 5(a)(ii), such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability or entitlement under, any provision of this Agreement or any guarantee of performance thereof (whether such contest is between the Company and the Executive or between either of them and any third party, and including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate ("Applicable Federal Rate") provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code"). 8. CONFIDENTIAL INFORMATION; NONCOMPETITION. (a) CONFIDENTIAL INFORMATION. The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret, proprietary or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company or any of its affiliated companies. During the period the Executive is employed with the Company, and for a period of 24 months after termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communication or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. The restrictions set forth in this Section 8 will not apply to information that is generally known to the public or in the trade, unless such knowledge results from an unauthorized disclosure by the Executive or representatives of the Executive in violation of this Agreement. This exception will not 10 affect the application of any other provisions of this Agreement to such information in accordance with the terms of such provision. All documents and tangible things embodying or containing confidential information are the Company's exclusive property. The Executive will protect the confidentiality of their content and will return all copies, facsimiles and specimens of them and any other form of confidential information in the Executive's possession, custody or control to the Company before leaving the employment with the Company. (b) NONCOMPETITON. In consideration of the benefits described in Section 5 and the Put Right set forth in Section 11, during the Executive's employment with the Company, and for a period of 36 months thereafter, the Executive shall not, directly or indirectly, engage, participate or invest in or be employed by any business which is engaged in the scientific and clinical laboratory research distribution business in the United States. The foregoing restriction shall apply regardless of the capacity in which the Executive engages or engaged, participates or participated, or invests or invested in or is or was employed by a given business, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise. The provisions of this Section 8(b) shall not prevent the Executive from acquiring or holding publicly traded stock or other publicly traded securities of a business, so long as the Executive's ownership does not exceed 2 percent of the outstanding securities of such company of the same class as those held by the Executive or from engaging in any activity or having an ownership interest in any business that is reviewed by the Board of Directors. The Executive understands that the restrictions set out in this Section 8(b) are intended to protect the Company's interest in its secret, proprietary or confidential information and established customer relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. (c) INJUNCTIVE RELIEF. The Executive agrees that it would be difficult to measure any damages caused to the Company that might result from any breach by the Executive of the promises set forth in this Agreement, and that in any event money damages would be an inadequate remedy for any such breach. Accordingly, the Executive agrees that in the case of breach, or proposed breach, of any portion of this Agreement, the Company shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to the Company. However, in no event shall an asserted violation of the provisions of this Section 8 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement. 9. SUCCESSORS. This Agreement is personal to the Executive and without he prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal representatives. This Agreement 11 shall inure to the benefit of and be binding upon the Company and its successors and assigns. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. 10. MISCELLANEOUS. (a) GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. (b) NOTICES. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: IF TO THE EXECUTIVE: Paul M. Montrone Great Hill Hampton Falls, NH 03844 IF TO THE COMPANY: Attention: General Counsel Fisher Scientific International Inc. Liberty Lane Hampton, NH 03842 Or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee. (c) SEVERABILITY. The invalidity or uneforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. 12 (d) WITHHOLDING. The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation. (e) WAIVER. The Executive's or the Company's failure to insist upon strict compliance with any provision hereof or any other provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. (f) ENTIRE AGREEMENT. From and after the Effective Date this Agreement shall supersede any other employment agreement between the parties with respect to the subject matter hereof. For the avoidance of doubt, this Agreement shall not supersede the Split Dollar Agreement, nor shall it amend the Split Dollar Agreement except to the extent specifically provided herein, nor shall it amend, modify or alter in any way any existing agreement between the Company and the Executive regarding any equity interest in the Company, regardless of form. 11. PUT/CALL RIGHT. (a) EXECUTIVE'S PUT. In partial consideration of the Executive's noncompetition covenant pursuant to Section 8(b), at any time following the Effective Date, the Executive and/or any Permitted Transferee (as defined below) shall have the right (the "Put Right"), exercisable by delivery of a written notice (the "Put Notice") to the Company, to require the Company to purchase all, but not less than all, of the 51,667 Executive Performance Options (the "Put Options") granted to the Executive pursuant to the Fisher Scientific International Inc. 1998 Equity and Incentive Plan (the "1998 Option Plan"), for an aggregate purchase price (the "Put Price") of $5,000,000 in cash, subject to the provisions of this Section 11. Following receipt of the Put Notice, the Company shall be required to pay the Put Price to the Executive or the Permitted Transferee, as applicable, upon the second business day following the first anniversary of the date the Put Notice is received by the Company; PROVIDED, that if on such second business day, the Executive is a "covered employee" whose compensation is subject to the limitation on deductibility imposed by Section 162(m) of the Code, such payment shall be delayed until the first date on which the Executive is no longer such a "covered employee." For purpose of this Section 11, "Permitted Transferee" shall mean any heir, executor, administrator, testamentary trustee, legatee or beneficiary of the Executive and any party who is a legitimate transferee of the Put Options in accordance with the instruments governing their transfer. The Company shall pay the Executive interest on the $5,000,000 cash payment due to the Executive following exercise of the Put Right at a rate equal to the prime rate published by The Chase Manhattan Bank on the business day nearest to the date on which the Put Right is exercised, compounded daily. Such interest 13 shall accrue from the date of exercise until the date the $5,000,000 payment is made to the Executive, and shall be paid to the Executive concurrently with such $5,000,000 payment. (b) COMPANY'S CALL RIGHT. Upon termination of the Executive's employment with the Company for any reason (a "Call Event"), the Company shall have the right (the "Call Right"), exercisable by delivery of a written notice (the "Call Notice") to the Executive and any Permitted Transferees who then own any Put Options within a period of 180 days after the date of occurrence of the Call Event (subject to extension for up to 12 months in the event the Company is legally prohibited or contractually prohibited, by virtue of its debt or other obligations, from exercising its Call Rights) (the "Call Notice Period"), to require the Executive and any such Permitted Transferees to sell all, but not less than all, of the Put Options owned by the Executive and such Permitted Transferees on the date of occurrence of the Call Event at an aggregate price equal to the Put Price, allocated among the Executive and such Permitted Transferees (if any) in the same proportions as their ownership of the Put Options. Upon receipt of such notice the Executive and any such Permitted Transferees shall sell such Put Options, subject to the terms hereof. (c) CLOSING. The closing of the acquisition by the Company of Put Options following exercise of the Put Right or the Call Right shall take place at the principal office of the Company on the tenth business day after the date of the Put Notice or the Call Notice. At such closing, the Company shall pay the Put Price by wire transfer to the account or accounts designated by the Executive or Permitted Transferee, as applicable, in writing to Company or, if the Executive or Permitted Transferee, as applicable, fails to designate any such account, the Company shall deliver a certified check or checks in the amount of the applicable Put Price to the Executive or such Permitted Transferee, as applicable, in each case against delivery of duly endorsed certificates representing such Put Options (to he extent issued in certificated form). IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and, pursuant to the authorization from its Board of Directors, the Company has caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written. /s/ Paul M. Montrone ---------------------------------------- PAUL M. MONTRONE FISHER SCIENTIFIC INTERNATIONAL, INC. /s/ Kevin P. Clark ------------------------------------- By: KEVIN P. CLARK 14 EX-10.2 4 b42117fsex10-2.txt EX-10.2 EMPLOYMENT AGREEMENT WITH PAUL M. MEISTER EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement") is entered into by and between Fisher Scientific International, Inc., a Delaware corporation (the "Company") and Paul M. Meister (the "Executive"), dated as of the 31st day of December 2001. 1. TERM OF THE AGREEMENT. This Agreement shall commence as of December 31,2001(the "Effective Date") and end on December 31, 2006 (the "Initial Employment Period" and, together with any extensions thereof pursuant to the next sentence, the "Employment Period"). As of the last day of the Initial Employment Period and each anniversary thereof, unless either party hereto shall have given the other party 60 days' advance notice that there shall be no further extensions pursuant to this sentence (such notices, a "Notice of Non-Extension"), the Employment Period shall be extended by an additional year. 2. POSITION AND DUTIES. During the Employment Period, the Executive's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with those held, exercised and assigned to the Executive on the day immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 25 miles from such location. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic, charitable, governmental or religious boards or committees, (B) to manage or participate in activities of General Chemical Group, GenTek Inc., and Latona Associates, Inc., in a manner consistent with his current practice, (C) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (D) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company. 3. COMPENSATION. (b) BASE SALARY. During the Employment Period, the Executive shall receive an annual base salary of at least $ 600,000 ("Annual Base Salary"), which shall be paid in accordance with the Company's generally applicable payroll practices and policies. During the Employment Period, the Annual Base Salary shall be reviewed at least annually. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as so increased. (c) ANNUAL BONUS. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the "Annual Bonus") in cash at least equal to $315,000 (the "Minimum Bonus Amount"). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus. (d) INCENTIVE, SAVINGS AND RETIREMENT PLANS. During the Employment Period, the Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the Executive under such plans, practices, policies and programs as in effect immediately preceding the Effective Date or if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies. (e) WELFARE BENEFIT PLANS. During the Employment Period, the Executive and/or the Executive's family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the 2 Company and its affiliated companies. Without limiting the generality of the foregoing, the Company shall continue to make all required premium payments and fulfill its other obligations under the split-dollar insurance agreement (the "Split-Dollar Agreement") entered into by the Company and the Executive and effective as of February 28, 1995. (f) EXPENSES. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and its affiliated companies in effect for the Executive immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies. (g) FRINGE AND OTHER BENEFITS. During the Employment Period, the Executive shall be entitled to fringe benefits, personal perquisites, and any other benefits in accordance with the most favorable plans, practices, programs and policies of the Company and its affiliated companies in effect for the Executive immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies, including, without limitation, benefits payable under the Executive's Split-Dollar Agreement. (h) OFFICE AND SUPPORT STAFF. During the Employment Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to secretarial and other assistance, in all respects equal to that provided to the Executive by the Company immediately preceding the Effective Date or, if more favorable to the Executive, as provided generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies. (i) VACATION. During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the plans, policies, programs and practices of the Company in all respects and its affiliated companies as in effect for the Executive immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies. 4. TERMINATION OF EMPLOYMENT. (b) DEATH OR DISABILITY. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 10(b) of this 3 Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative. (c) CAUSE. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean: (ii) the willful and continued failure of the Executive to perform substantially the Executive's duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board or the Chief Executive Officer of the Company which specifically identifies the manner in which the Board or Chief Executive Officer believes that the Executive has not substantially performed the Executive's duties, or (iii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company. For purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail. 4 (d) GOOD REASON. The Executive's employment may be terminated by the Executive for Good Reason at any time within 90 days after the Executive first has actual knowledge of the occurrence of such Good Reason. For purposes of this Agreement, "Good Reason" shall mean: (ii) the assignment to the Executive of any duties inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 2 of this Agreement, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding, for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iii) any failure by the Company to comply with any of the provisions of Section 3 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (iv) the Company's requiring the Executive to be based at any office or location other than as provided in Section 2 hereof or the Company's requiring the Executive to travel on Company business to a substantially greater extent than required immediately prior to the Effective Date; (v) any purported termination by the Company of the Executive's employment otherwise than as expressly permitted by this Agreement; (vi) delivery by the Company of a Notice of Non-Extension; or (vii) any failure by the Company to comply with and satisfy Section 9 of this Agreement. For purposes of this Section 4(c), any good faith determination of "Good Reason" made by the Executive shall be conclusive. (e) NOTICE OF TERMINATION. Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 10(b) of this Agreement. For purposes of this Agreement, a "Notice of Termination" means a written notice which (I) indicates the specific termination provision in this Agreement relied upon, (II) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated and (III) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than thirty days after the giving of such notice). The failure by the Executive or the Company 5 to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive's or the Company's rights hereunder. (f) DATE OF TERMINATION. "Date of Termination" means (I) if the Executive's employment is terminated by the Company for Cause, or by the Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein, as the case may be, (II) if the Executive's employment is terminated by the Company other than for Cause or Disability, the date on which the Company notifies the Executive of such termination, and (III) if the Executive's employment is terminated by reason of death or Disability, the date of death of the Executive or the Disability Effective Date, as the case may be. 5. OBLIGATIONS OF THE COMPANY UPON TERMINATION. (b) BY EXECUTIVE; OTHER THAN FOR CAUSE, DEATH OR DISABILITY. In partial consideration for the confidential information and noncompetition covenants of the Executive pursuant to Section 8 and in part as liquidated damages in lieu of the payments and benefits to which the Executive would have been entitled through the remainder of the Employment Period, if, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (i) the sum of A. the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, B. the product of (a) The Executive's target bonus as determined under the applicable Fisher compensation plan(s) and (b) A fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and 6 C. any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and (ii) the amount equal to the product of A. five and B. the sum of (a) the Executive's Annual Base Salary and (b) the Executive's target bonus as determined under the applicable Fisher compensation plan(s) and (iii) an amount equal to the difference between (A) the aggregate benefit under the Company's qualified - defined benefit retirement plans (collectively, the "Retirement Plan") and any excess or supplemental defined benefit retirement plans in which the Executive participates, including without limitation the Company's Executive Retirement and Savings Plan, (collectively, the "SERP") which the Executive would have accrued (whether or not vested) if the Executive's employment had continued for five years after the Date of Termination and (B) the actual vested benefit, if any, of the Executive under the Retirement - Plan and the SERP, determined as of the Date of Termination (with the foregoing amounts to be computed on an actuarial present value basis, based on the assumption that the Executive's compensation in each of the five years in following such termination would have been that required by Section 3(a) and Section 3(b), and using actuarial assumptions no less favorable to the Executive than the most favorable of those in effect for purposes of computing benefit entitlements under the Retirement Plan and the SERP at any time from the day before the Effective Date) through the Date of Termination; (iii) for five years after the Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(d), of this Agreement if the Executive's employment had not been terminated (including without limitation pursuant to the Split Dollar Agreement) or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer 7 executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility, and for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until five years after the Date of Termination and to have retired on the last day of such period; (iv) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in the Executive's sole discretion (but the total cost thereof shall not exceed $50,000); and (v) for a period of five years following the Executive's termination, to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). (c) DEATH. If the Executive's employment is terminated by reason of the Executive's death during the Employment Period, this Agreement shall terminate without further obligations to the Executive's legal representatives under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive's estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 5(b) shall include, without limitation, and the Executive's estate and/or beneficiaries shall be entitled to receive, benefits at least equal to the most favorable benefits provided by the Company and affiliated companies to the estates and beneficiaries of peer executives of the Company and such affiliated companies under such plans, programs, practices and policies relating to death benefits, if any, as in effect with respect to other peer executives and their beneficiaries at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive's estate and/or the Executive's beneficiaries, as in effect on the date of the Executive's death with respect to other peer executives of the Company and its affiliated companies and their beneficiaries. (d) DISABILITY. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued 8 Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 5(c) shall include, and the Executive shall be entitled after the Disability Effective Date to receive, disability and other benefits at least equal to the most favorable of those generally provided by the Company and its affiliated companies to disabled executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's family, as in effect at any time thereafter generally with respect to other peer executives of the Company and its affiliated companies and their families. (e) CAUSE; OTHER THAN FOR GOOD REASON. If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive (X) the Annual Base Salary through the Date of Termination, (Y) the amount of any compensation previously deferred by the Executive, and (Z) Other Benefits, in each case to the extent theretofore unpaid. If the Executive voluntarily terminates employment during the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations and the timely payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination 6. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any plan, program, policy or practice provided by the Company or any of its affiliated companies and for which the Executive may qualify, nor, subject to Section 10(f), shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its affiliated companies. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its affiliated companies at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement. 7. FULL SETTLEMENT; LEGAL FEES. The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the 9 provisions of this Agreement and except as specifically provided in Section 5(a)(ii), such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability or entitlement under, any provision of this Agreement or any guarantee of performance thereof (whether such contest is between the Company and the Executive or between either of them and any third party, and including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate ("Applicable Federal Rate") provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code"). 8. CONFIDENTIAL INFORMATION; NONCOMPETITION. (b) CONFIDENTIAL INFORMATION. The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret, proprietary or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company or any of its affiliated companies. During the period the Executive is employed with the Company, and for a period of 24 months after termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. The restrictions set forth in this Section 8 will not apply to information that is generally known to the public or in the trade, unless such knowledge results from an unauthorized disclosure by the Executive or representatives of the Executive in violation of this Agreement. This exception will not affect the application of any other provisions of this Agreement to such information in accordance with the terms of such provision. All documents and tangible things embodying or containing confidential information are the Company's exclusive property. The Executive will protect the confidentiality of their content and will return all copies, facsimiles and specimens of them and any other form of confidential information in the Executive's possession, custody or control to the Company before leaving the employment with the Company. (c) NONCOMPETITON. In consideration of the benefits described in Section 5 and the Put Right set forth in Section 11, during the Executive's employment with the Company, and for a period of 36 months thereafter, the Executive shall not, directly or indirectly, engage, participate or invest in or be employed by any business which is engaged in the scientific and clinical laboratory research distribution business in the United States. The foregoing restriction shall apply regardless of the capacity in which the Executive engages or engaged, participates or participated, or invests or invested in or 10 is or was employed by a given business, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise. The provisions of this Section 8(b) shall not prevent the Executive from acquiring or holding publicly traded stock or other publicly traded securities of a business, so long as the Executive's ownership does not exceed 2 percent of the outstanding securities of such company of the same class as those held by the Executive or from engaging in any activity or having an ownership interest in any business that is reviewed by the Board of Directors. The Executive understands that the restrictions set out in this Section 8(b) are intended to protect the Company's interest in its secret, proprietary or confidential information and established customer relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. (d) INJUNCTIVE RELIEF. The Executive agrees that it would be difficult to measure any damages caused to the Company that might result from any breach by the Executive of the promises set forth in this Agreement, and that in any event money damages would be an inadequate remedy for any such breach. Accordingly, the Executive agrees that in the case of breach, or proposed breach, of any portion of this Agreement, the Company shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to the Company. However, in no event shall an asserted violation of the provisions of this Section 8 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement. 9. SUCCESSORS. This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal representatives. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. 10. MISCELLANEOUS. (b) GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and 11 shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. (c) NOTICES. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: IF TO THE EXECUTIVE: Paul M. Meister 18 Shiprock Road Hampton Falls, NH 03844 IF TO THE COMPANY: Attention: General Counsel Fisher Scientific International Inc. Liberty Lane Hampton, NH 03842 Or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee. (d) SEVERABILITY. The invalidity or uneforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. (e) WITHHOLDING. The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation. (f) WAIVER. The Executive's or the Company's failure to insist upon strict compliance with any provision hereof or any other provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. (g) ENTIRE AGREEMENT. From and after the Effective Date this Agreement shall supersede any other employment agreement between the parties with respect to the subject matter hereof. For the avoidance of doubt, this Agreement shall not supersede the Split Dollar Agreement, nor shall it amend the Split Dollar Agreement except to the 12 extent specifically provided herein, nor shall it amend, modify or alter in any way any existing agreement between the Company and the Executive regarding any equity interest in the Company, regardless of form. 11. PUT/CALL RIGHT. (b) EXECUTIVE'S PUT. In partial consideration of the Executive's noncompetition covenant pursuant to Section 8(b), at any time following the Effective Date, the Executive and/or any Permitted Transferee (as defined below) shall have the right (the "Put Right"), exercisable by delivery of a written notice (the "Put Notice") to the Company, to require the Company to purchase all, but not less than all, of the 51,666 Executive Performance Options (the "Put Options") granted to the Executive pursuant to the Fisher Scientific International Inc. 1998 Equity and Incentive Plan (the "1998 Option Plan"), for an aggregate purchase price (the "Put Price") of $5,000,000 in cash, subject to the provisions of this Section 11. Following receipt of the Put Notice, the Company shall be required to pay the Put Price to the Executive or the Permitted Transferee, as applicable, upon the second business day following the first anniversary of the date the Put Notice is received by the Company; PROVIDED, that if on such second business day, the Executive is a "covered employee" whose compensation is subject to the limitation on deductibility imposed by Section 162(m) of the Code, such payment shall be delayed until the first date on which the Executive is no longer such a "covered employee." For purpose of this Section 11, "Permitted Transferee" shall mean any heir, executor, administrator, testamentary trustee, legatee or beneficiary of the Executive and any party who is a legitimate transferee of the Put Options in accordance with the instruments governing their transfer. The Company shall pay the Executive interest on the $5,000,000 cash payment due to the Executive following exercise of the Put Right at a rate equal to the prime rate published by The Chase Manhattan Bank on the business day nearest to the date on which the Put Right is exercised, compounded daily. Such interest shall accrue from the date of exercise until the date the $5,000,000 payment is made to the Executive, and shall be paid to the Executive concurrently with such $5,000,000 payment. (c) COMPANY'S CALL RIGHT. Upon termination of the Executive's employment with the Company for any reason (a "Call Event"), the Company shall have the right (the "Call Right"), exercisable by delivery of a written notice (the "Call Notice") to the Executive and any Permitted Transferees who then own any Put Options within a period of 180 days after the date of occurrence of the Call Event (subject to extension for up to 12 months in the event the Company is legally prohibited or contractually prohibited, by virtue of its debt or other obligations, from exercising its Call Rights) (the "Call Notice Period"), to require the Executive and any such Permitted Transferees to sell all, but not less than all, of the Put Options owned by the Executive and such Permitted Transferees on the date of occurrence of the Call Event at an aggregate price equal to the Put Price, allocated among the Executive and such Permitted Transferees (if any) in the 13 same proportions as their ownership of the Put Options. Upon receipt of such notice the Executive and any such Permitted Transferees shall sell such Put Options, subject to the terms hereof. (d) CLOSING. The closing of the acquisition by the Company of Put Options following exercise of the Put Right or the Call Right shall take place at the principal office of the Company on the tenth business day after the date of the Put Notice or the Call Notice. At such closing, the Company shall pay the Put Price by wire transfer to the account or accounts designated by the Executive or Permitted Transferee, as applicable, in writing to the Company or, if the Executive or Permitted Transferee, as applicable, fails to designate any such account, the Company shall deliver a certified check or checks in the amount of the applicable Put Price to the Executive or such Permitted Transferee, as applicable, in each case against delivery of duly endorsed certificates representing such Put Options (to the extent issued in certificated form). IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and, pursuant to the authorization from its Board of Directors, the Company has caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written. /s/ Paul M. Meister ------------------------------------------ PAUL M. MEISTER FISHER SCIENTIFIC INTERNATIONAL, INC. /s/ Kevin P. Clark ------------------------------------------ By: KEVIN P. CLARK 14 EX-21.1 5 b42117fsex21-1.txt EX-21.1 SUBSIDIARIES OF THE REGISTRANT EXHIBIT 21.1 FISHER SCIENTIFIC INTERNATIONAL INC. WORLDWIDE SUBSIDIARY LIST

PERCENTAGE STATE/COUNTRY OWNERSHIP INCORPORATION ---------- ------------- Fisher Scientific Company L.L.C................... 100 Delaware Fisher Scientific Company......................... 100 Canada Fisher Hamilton L.L.C............................. 100 Delaware Systems Manufacturing Corporation................. 100 Delaware Alchematrix LLC................................... 100 Delaware Fisher Scientific GmbH............................ 93.4 Germany Fisher Scientific of the Netherlands B.V.......... 100 Netherlands Fisher Scientific B.V............................. 100 Netherlands Fisher Scientific Worldwide Inc................... 100 Delaware Fisher Scientific Worldwide Holdings C.V.......... 100 Netherlands Fisher Scientific Europe Holdings B.V............. 100 Netherlands Fisher Clinical Services Holdings Gmbh............ 100 Switzerland Fisher Clinical Services AG....................... 100 Switzerland Fisher Scientific Belgium Holding B.V.B.A. ....... 100 Belgium Acros Organics B.V.B.A............................ 100 Belgium Fisher Scientific Holding Company................. 100 Delaware Fisher Scientific Holding U.K., Limited........... 100 United Kingdom Fisher Scientific U.K., Limited................... 100 United Kingdom Fisher Scientific The Hague IB.V. ................ 100 Netherlands Fisher Bioblock Scientific S.A.S.................. 100 France Fisher Scientific S.A.S........................... 100 France FSI Receivables Corp. ............................ 100 Delaware Medical Analysis Systems, Inc. ................... 71 California Fisher Clinical Services Inc. .................... 100 Pennsylvania Cole-Parmer Instrument Company.................... 100 Illinois

EX-23.1 6 b42117fsex23-1.txt EX-23.1 CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statements No. 333-56979, 333-68052, 33-86830, 333-07391, 333-18563 and 333-28789 of Fisher Scientific International Inc. on Forms S-8 of our report dated February 1, 2002, appearing in this Annual Report on Form 10-K of Fisher Scientific International Inc. for the year ended December 31, 2001. /s/ DELOITTE & TOUCHE LLP New York, New York March 27, 2002 10-K405 7 b42117fse10-k405_pdf.pdf FISHER SCIENTIFIC INTERNATIONAL INC. begin 644 b42117fse10-k405_pdf.pdf M)5!$1BTQ+C(-)>+CS],-"C(Q.2`P(&]B:@T\/"`-+TQI;F5AF4@,C@Q#2]);F9O(#(Q."`P(%(@#2]2;V]T(#(R,"`P(%(@#2]0Z)C%=YKWL505!V5TR'^6?R^R1^R^>)F+&$,[-R=G-&R_R M6&Z5]&+9C[(SI=QE3&5*A;2EOXD72=P5KN-/%SW&WR(9*SE1=)ZTJZ256*Q@ M%U\^OQR/OLA/_AT,#+R/SQI[V^7IE3?^Q74#R1LWU??]P(2 MG[[O_8+I2*9.^::92U=55+^>7[,]]MMCFPW'@-Q:W>_S_KSR4FC]9W8_;N>[ M^;;3;JZ:YZ78^'?']3I4;E7&I)5+YW'DUN>9WEOY[7QUE0Q=\@BB-?KLI.G=2A"+)HELJJS/0FZ?C;O>7S9BW; M%JG1)/[M<>S+15[+IE4H;D5S5576K)LIBSC0%#]?MG+M-*`'@8HKD4R&AD;M M]GE_7N>97U]O7=>IT#Z[=E7ETN6U%;>@LKG?P;+7;D%L`9F\#>(DD,EOEW5J MS8I\`#*Y.K'.2P%-[V&9S9>!>J'<@NTH7)@LD@C>USGR^W>KTAZD5V%72^2%Y!#$C46T&,0*9QOQ$_JT)J7F7D_S@R[ MFY$BY>X/Q=.6JK.J-%?[5VV?4_#^+&J4H<5OS.;+,F8H7H"Y:CM/T7G?'?<# M8*E94%"BHP'*YH"R!`5%7%PZ.L!L9F-C*(M14!#*`JMC4E)*2\N`ZD@#`:@L M:V@HF(4LAM`+!&!6:&@$5"^8BW`&LATPHUQ ML#%(.$0P-K!N$#U0QFC!]D"^H9OQ"/,#_H9)C#+,%P0/^#"9L%S@/A#%*,/" M(,NTC.V*U(1`!XZ*.)D/.4V2+%]D%^P_L)E)@H'!^G(YYQ_Q[_<:OK)>4;L@ MZ)C-?D7<(.[>!>8=JD@!Q7`?6#6]!]*RP`0F"J17,["=_0BDY1@8N'P``@P` MKJ%E_PUE;F1S=')E86T-96YD;V)J#3(X,"`P(&]B:@TY,#(@#65N9&]B:@TR M,C(@,"!O8FH-/#P@#2]4>7!E("]086=E(`TO4&%R96YT(#(P,2`P(%(@#2]2 M97-O=7)C97,@,C4R(#`@4B`-+T-O;G1E;G1S(#(V.2`P(%(@#2]-961I84)O M>"!;(#`@,"`V,3(@-SDR(%T@#2]#&AI8FET M'0@,C,S(#`@4B`-/CX@#65N9&]B:@TR,S4@,"!O M8FH-/#P@#2]4:71L92`H271E;2`U+DUA'0@,C0S(#`@4B`-/CX@#65N9&]B:@TR M-#4@,"!O8FH-/#P@#2]4:71L92`H26YD97!E;F1E;G0@075D:71O7-I'0@,C0V(#`@4B`-/CX@#65N9&]B:@TR-#@@,"!O8FH-/#P@#2]4 M:71L92`H271E;2`Q+D)U'0@ M72`-+T9O;G0@/#P@+T8Q,2`R-C,@,"!2("]&,3(@,C4U(#`@4B`O1C$S(#(V M-B`P(%(@+T8Q-"`R-S$@,"!2(#X^(`TO17AT1U-T871E(#P\("]'4S$@,C30#YJT=WM7#H9X;=8.)?^^^VC40,G!8O:U9C3/*S'5^O[N?MA?0O5C/'8/ MZ1)V^Z$?T_GX,G8I;-/3?@BBH=]WE_*5U^ZP.85J2GYX/5_2X7[8'<-R.:M^ M3G^>+^-KN+H]_AG2X_Z0SC>?;H_/_'E='I. 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M5.VW+V\>7:F''C)Z/#RVWR_8R>%T/'7MY)+O8U\]Q\DU;5>/\=X_QBJZ<[RT MG1-U=5M-RY/5ZE8.+IF;GU_O4[R=NJ9WV^TJ^3&_O$_CJWO:][^[^-+>XOWC MAWU_K4]3>6VK]^D[EWP;ZSBVW<4]O&A/P\,(T%;2?`,C@\YH?(*10^01S``*(8_<6H!"R*-`6@$*(8_,#*`0\BC`5(!"R",'4P$*(8]@&P,*(8^\ MF`T%"B6/S`R@4/+(]S"`0A<>6$6!0LDCX,]6H%#R"%A6@4+)([,6H%#R"*"N M0*'DH;8L4"AY%/CG%"B4/`)X*%`H>00;`12Z\#`#*'3Y/I!6@4*7[\/F``HE M#[6-`8621X8L'B@\TWI,ZA'4,UR!G7KD\@QW,`.Y/,,=K06Y_!(.'XQ'+L]P M'O%Q5EGF+#/D^=S^/:`XPKAOWFZ$ZC&.\V5AEY+=$[@)VBZ^W5M#/^#@X[?Z M(\``H[LKNPIE;F1S=')E86T-96YD;V)J#3$W,2`P(&]B:@T\/"`-+T0@6R`Q M(#`@4B`O6%E:(&YU;&P@;G5L;"!N=6QL(%T@#3X^(`UE;F1O8FH-,37!E("]086=E M')E9@TP(#(Q.2`- M,#`P,#`P,#`P,"`V-34S-2!F#0HP,#`P,#0V-3DQ(#`P,#`P(&X-"C`P,#`P M-#8W-#,@,#`P,#`@;@T*,#`P,#`T-CDP-B`P,#`P,"!N#0HP,#`P,#4T-S0Y M(#`P,#`P(&X-"C`P,#`P-30Y,#$@,#`P,#`@;@T*,#`P,#`U-3`W-R`P,#`P M,"!N#0HP,#`P,#8R,S,V(#`P,#`P(&X-"C`P,#`P-C(T.#@@,#`P,#`@;@T* M,#`P,#`V,C8U,2`P,#`P,"!N#0HP,#`P,# -----END PRIVACY-ENHANCED MESSAGE-----

EX-10.1

                              EMPLOYMENT AGREEMENT


          This EMPLOYMENT AGREEMENT (this "Agreement") is entered into by and
between Fisher Scientific International, Inc., a Delaware corporation (the
"Company") and Paul M. Montrone (the "Executive"), dated as of the 31st day of
December, 2001.

          1.   TERM OF THE AGREEMENT. This Agreement shall commence as of
December 31, 2001 (the "Effective Date") and end on December 31, 2006 (the
"Initial Employment Period" and, together with any extensions thereof pursuant
to the next sentence, the "Employment Period"). As of the last day of the
Initial Employment Period and each anniversary thereof, unless either party
hereto shall have given the other party 60 days' advance notice that there shall
be no further extensions pursuant to this sentence (such notices, a "Notice of
Non-Extension"), the Employment Period shall be extended by an additional year.

          2.   POSITION AND DUTIES. During the Employment Period, the
Executive's position (including status, offices, titles and reporting
requirements), authority, duties and responsibilities shall be at least
commensurate in all material respects with those held, exercised and assigned to
the Executive on the day immediately preceding the Effective Date. The
Executive's services shall be performed at the location where the Executive was
employed immediately preceding the Effective Date or any office or location less
than 25 miles from such location. During the Employment Period, and excluding
any periods of vacation and sick leave to which the Executive is entitled, the
Executive agrees to devote reasonable attention and time during normal business
hours to the business and affairs of the Company and, to the extent necessary to
discharge the responsibilities assigned to the Executive hereunder, to use the
Executive's reasonable best efforts to perform faithfully and efficiently such
responsibilities. During the Employment Period it shall not be a violation of
this Agreement for the Executive to (A) serve on corporate, civic, charitable,
governmental or religious boards or committees, (B) to manage or participate in
activities of General Chemical Group, GenTek Inc.and Latona Associates, Inc., in
a manner consistent with his current practice, (C) deliver lectures, fulfill
speaking engagements or teach at educational institutions, (D) participate in
political activities and fundraising and (E) manage personal investments, so
long as such activities do not significantly interfere with the performance of
the Executive's responsibilities as an employee of the Company in accordance
with this Agreement. It is expressly understood and agreed that to the extent
that any such activities have been conducted by the Executive prior to the
Effective Date, the continued conduct of such activities (or the conduct of
activities similar in nature and scope thereto) subsequent to the Effective Date
shall not thereafter be deemed to interfere with the performance of the
Executive's responsibilities to the Company.




          3.   COMPENSATION.

          (a)  BASE SALARY. During the Employment Period, the Executive shall
receive an annual base salary of at least $815,000 ("Annual Base Salary"),
which shall be paid in accordance with the Company's generally applicable
payroll practices and policies. During the Employment Period, the Annual Base
Salary shall be reviewed at least annually. Any increase in Annual Base Salary
shall not serve to limit or reduce any other obligation to the Executive under
this Agreement. Annual Base Salary shall not be reduced after any such increase
and the term Annual Base Salary as utilized in this Agreement shall refer to
Annual Base Salary as so increased.

          (b)  ANNUAL BONUS. In addition to Annual Base Salary, the Executive
shall be awarded, for each fiscal year ending during the Employment Period, an
annual bonus (the "Annual Bonus") in cash at least equal to $475,000 (the
"Minimum Bonus Amount"). Each such Annual Bonus shall be paid no later than the
end of the third month of the fiscal year next following the fiscal year for
which the Annual Bonus is awarded, unless the Executive shall elect to defer the
receipt of such Annual Bonus.

          (c)  INCENTIVE, SAVINGS AND RETIREMENT PLANS. During the Employment
Period, the Executive shall be entitled to participate in all incentive, savings
and retirement plans, practices, policies and programs applicable generally to
other peer executives of the Company and its affiliated companies, but in no
event shall such plans, practices, policies and programs provide the Executive
with incentive opportunities (measured with respect to both regular and special
incentive opportunities, to the extent, if any, that such distinction is
applicable), savings opportunities and retirement benefit opportunities, in each
case, less favorable, in the aggregate, than the most favorable of those
provided by the Company and its affiliated companies for the Executive under
such plans, practices, policies and programs as in effect immediately preceding
the Effective Date or if more favorable to the Executive, those provided
generally at any time after the Effective Date to other peer executives of the
Company and its affiliated companies.

          (d)  WELFARE BENEFIT PLANS. During the Employment Period, the
Executive and/or the Executive's family, as the case may be, shall be eligible
for participation in and shall receive all benefits under welfare benefit plans,
practices, policies and programs provided by the Company and its affiliated
companies (including, without limitation, medical, prescription, dental,
disability, salary continuance, employee life, group life, accidental death and
travel accident insurance plans and programs) to the extent applicable generally
to other peer executives of the Company and its affiliated companies, but in no
event shall such plans, practices, policies and programs provide the Executive
with benefits which are less favorable, in the aggregate, than the most
favorable of such plans, practices, policies and programs in effect for the
Executive


                                       2





immediately preceding the Effective Date or, if more favorable to the Executive,
those provided generally at any time after the Effective Date to other peer
executives of the Company and its affiliated companies. Without limiting the
generality of the foregoing, the Company shall continue to make all required
premium payments and fulfill its other obligations under the split-dollar
insurance agreement (the "Split-Dollar Agreement") entered into by the Company
and the Executive and effective as of November 8, 1994.

          (e)  EXPENSES. During the Employment Period, the Executive shall be
entitled to receive prompt reimbursement for all reasonable expenses incurred by
the Executive in accordance with the most favorable policies, practices and
procedures of the Company and its affiliated companies in effect for the
Executive immediately preceding the Effective Date or, if more favorable to the
Executive, as in effect generally at any time thereafter with respect to other
peer executives of the Company and its affiliated companies.

          (f)  FRINGE AND OTHER BENEFITS. During the Employment Period, the
Executive shall be entitled to fringe benefits, personal perquisites, and any
other benefits in accordance with the most favorable plans, practices, programs
and policies of the Company in all respects and its affiliated companies in
effect for the Executive immediately preceding the Effective Date or, if more
favorable to the Executive, as in effect generally at any time thereafter with
affiliated companies, including, without limitation, benefits payable under the
Executive's Split-Dollar Agreement.

          (g)  OFFICE AND SUPPORT STAFF. During the Employment Period, the
Executive shall be entitled to an office or offices of a size and with
furnishings and other appointments, and to secretarial and other assistance, in
all respects equal to that provided to the Executive by the Company immediately
preceding the Effective Date or, if more favorable to the Executive, as provided
generally at any time thereafter with respect to other peer executives of the
Company and its affiliated companies.

          (h)  VACATION. During the Employment Period, the Executive shall be
entitled to paid vacation in accordance with the plans, policies, programs and
practices of the Company in all respects and its affiliated companies as in
effect for the Executive immediately preceding the Effective Date or, if more
favorable to the Executive, as in effect generally at any time thereafter with
respect to other peer executives of the Company and its affiliated companies.

          4.   TERMINATION OF EMPLOYMENT.

          (a)  DEATH OR DISABILITY. The Executive's employment shall terminate
automatically upon the Executive's death during the Employment Period. If the
Company determines in good faith that the Disability of the Executive has
occurred during the Employment Period (pursuant to the definition of Disability
set forth below), it


                                       3




may give to the Executive written notice in accordance with Section 10(b) of
this Agreement of its intention to terminate the Executive's employment. In such
event, the Executive's employment with the Company shall terminate effective on
the 30th day after receipt of such notice by the Executive (the "Disability
Effective Date"), provided that, within the 30 days after such receipt, the
Executive shall not have returned to full-time performance of the Executive's
duties. For purposes of this Agreement, "Disability" shall mean the absence of
the Executive from the Executive's duties with the Company on a full-time basis
for 180 consecutive business days as a result of incapacity due to mental or
physical illness which is determined to be total and permanent by a physician
selected by the Company or its insurers and acceptable to the Executive or the
Executive's legal representative.

          (b)  CAUSE. The Company may terminate the Executive's employment
during the Employment Period for Cause. For purposes of this Agreement, "Cause"
shall mean:

               (i) the willful and continued failure of the Executive to perform
          substantially the Executive's duties with the Company or one of its
          affiliates (other than any such failure resulting from incapacity due
          to physical or mental illness), after a written demand for substantial
          performance is delivered to the Executive by the Board or the Chief
          Executive Officer of the Company which specifically identifies the
          manner in which the Board or Chief Executive Officer believes that the
          Executive has not substantially performed the Executive's duties, or

               (ii) the willful engaging by the Executive in illegal conduct or
          gross misconduct that is materially and demonstrably injurious to the
          Company.

          For purposes of this provision, no act or failure to act, on the part
          of the Executive, shall be considered "willful" unless it is done, or
          omitted to be done, by the Executive in bad faith or without
          reasonable belief that the Executive's action or omission was in the
          best interests of the Company. Any act, or failure to act, based upon
          authority given pursuant to a resolution duly adopted by the Board or
          upon the instructions of the Chief Executive Officer or a senior
          officer of the Company or based upon the advice of counsel for the
          Company shall be conclusive presumed to be done, or omitted to be
          done, by the Executive in good faith and in the best interests of the
          Company. The cessation of employment of the Executive shall not be
          deemed to be for Cause unless and until there shall have been
          delivered to the Executive a copy of a resolution duly adopted by the
          affirmative vote of not less than three-quarters of the entire
          membership of the Board at a meeting of the Board called and held for
          such purpose (after reasonable notice is provided to the Executive and
          the Executive is given an opportunity, together with counsel, to be
          heard before the Board), finding that, in the good

                                       4



          faith opinion of the Board, the Executive is guilty of the conduct
          described in subparagraph (i) or (ii) above, and specifying the
          particulars thereof in detail.

          (c)  GOOD REASON. The Executive's employment may be terminated by the
Executive other than for Good Reason, or by the Executive for Good Reason at any
time within 90 days after the Executive first has actual knowledge of the
occurrence of such Good Reason. For purposes of this Agreement, "Good Reason"
shall mean:

               (i) the assignment to the Executive of any duties inconsistent in
          any respect with the Executive's position (including status, offices,
          titles and reporting requirements), authority, duties or
          responsibilities as contemplated by Section 2 of this Agreement, or
          any other action by the Company which results in a diminution in such
          position, authority, duties or responsibilities, excluding, for this
          purpose an isolated, insubstantial and inadvertent action not taken in
          bad faith and which is remedied by the Company promptly after receipt
          of notice thereof given by the Executive;

               (ii) any failure by the Company to comply with any of the
          provisions of Section 3 of this Agreement, other than an isolated,
          insubstantial and inadvertent failure not occurring in bad faith and
          which is remedied by the Company promptly after receipt of notice
          thereof given by the Executive;

               (iii) the Company's requiring the Executive to be based at any
          office or location other than as provided in Section 2 hereof or the
          Company's requiring the Executive to travel on Company business to a
          substantially greater extent than required immediately prior to the
          Effective Date;

               (iv) any purported termination by the Company of the Executive's
          employment otherwise than as expressly permitted by this Agreement;

               (v) any delivery by the Company of a Notice of Non-Extension; or

               (vi) any failure by the Company to comply with and satisfy
          Section 9 of this Agreement.

For purposes of this Section 4(c), any good faith determination of "Good Reason"
made by the Executive shall be conclusive.

          (d)  NOTICE OF TERMINATION. Any termination by the Company for Cause,
or by the Executive for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 10(b) of
this Agreement. For purposes of this Agreement, a "Notice of Termination" means
a written notice which (I) indicates the specific termination provision in this
Agreement relied upon, (II) to the extent applicable, sets forth in reasonable
detail the facts and circumstances claimed to


                                       5




provide a basis for termination of the Executive's employment under the
provision so indicated and (III) if the Date of Termination (as defined below)
is other than the date of receipt of such notice, specifies the termination date
(which date shall be not more than thirty days after the giving of such notice).
The failure by the Executive or the Company to set forth in the Notice of
Termination any fact or circumstance which contributes to a showing of Good
Reason or Cause shall not waive any right of the Executive or the Company,
respectively, hereunder or preclude the Executive or the Company, respectively,
from asserting such fact or circumstance in enforcing the Executive's or the
Company's rights hereunder.

          (e)  DATE OF TERMINATION. "Date of Termination" means (I) if the
Executive's employment is terminated by the Company for Cause, or by the
Executive for Good Reason, the date of receipt of the Notice of Termination or
any later date specified therein, as the case may be, (II) if the Executive's
employment is terminated by the Company other than for Cause or Disability, the
date on which the Company notifies the Executive of such termination, (III) if
the Executive's employment is terminated by the Executive other than for Good
Reason, the date on which the Executive notifies the Company of such termination
and (IV) if the Executive's employment is terminated by reason of death or
Disability, the date of death of the Executive or the Disability Effective Date,
as the case may be.

          5.   OBLIGATIONS OF THE COMPANY UPON TERMINATION.

          (a)  BY EXECUTIVE; OTHER THAN FOR CAUSE, DEATH OR DISABILITY. In
partial consideration for the confidential information and noncompetition
covenants of the Executive pursuant to Section 8 and in part as liquidated
damages in lieu of the payments and benefits to which the Executive would have
been entitled through the remainder of the Employment Period, if, during the
Employment Period, the Company shall terminate the Executive's employment other
than for Cause or Disability or the Executive shall terminate employment for
Good Reason or without Good Reason:

               (i) the Company shall pay to the Executive in a lump sum in cash
          within 30 days after the Date of Termination the aggregate of the
          following amounts:

                    A.   the sum of

                         (1) the Executive's Annual Base Salary through the Date
                         of Termination to the extent not theretofore paid,

                         (2) the product of

                                       6




                    (a) The Executive's target bonus as determined under the
                    applicable Fisher compensation plan(s), and

                    (b) a fraction, the numerator of which is the number of days
                    in the current fiscal year through the Date of Termination,
                    and the denominator of which is 365 and

               (3) any compensation previously deferred by the Executive
               (together with any accrued interest or earnings thereon) and any
               accrued vacation pay, in each case to the extent not theretofore
               paid (the sum of the amounts described in clauses (1), (2), and
               (3) shall be hereinafter referred to as the "Accrued
               Obligations"); and

          B.   the amount equal to the product of

               (1) five (three in the case of termination by the Executive
               without Good Reason) and

               (2) the sum of

                    (a) the Executive's Annual Base Salary and

                    (b) The Executive's target bonus as determined under the
                    applicable Fisher compensation plan(s) and

          C.   an amount equal to the difference between (A) the aggregate
     benefit under the Company's qualified - defined benefit retirement plans
     (collectively, the "Retirement Plan") and any excess or supplemental
     defined benefit retirement plans in which the Executive participates,
     including without limitation the Company's Executive Retirement and Savings
     Plan, (collectively, the "SERP") which the Executive would have accrued
     (whether or not vested) if the Executive's employment had continued for
     five years (three years in the case of termination by the Executive without
     Good Reason) after the Date of Termination and (B) the actual vested
     benefit, - if any, of the Executive under the Retirement Plan and the SERP,
     determined as of the Date of Termination (with the foregoing amounts to be
     computed on an actuarial present value basis, based on the assumption that
     the Executive's compensation in each of the five years (three years in the
     case of termination by the Executive without Good Reason) following such
     termination would have been that required


                                       7




     by Section 3(a) and Section 3(b), and using actuarial assumptions no less
     favorable to the Executive than the most favorable of those in effect for
     purposes of computing benefit entitlements under the Retirement Plan and
     the SERP at any time from the day before the Effective Date) through the
     Date of Termination;

     (ii) for five (three years in the case of termination by the Executive
without Good Reason) years after the Executive's Date of Termination, or such
longer period as may be provided by the terms of the appropriate plan, program,
practice or policy, the Company shall continue all fringe and other benefits to
the Executive and/or the Executive's family at least equal to those which would
have been provided to them in accordance with the plans, programs, practices and
policies described in Section 3(d), (f) and (g) of this Agreement if the
Executive's employment had not been terminated (including without limitation
pursuant to the Split Dollar Agreement) or, if more favorable to the Executive,
as in effect generally at any time thereafter with respect to other peer
executives of the Company and its affiliated companies and their families,
provided, however, that if the Executive becomes reemployed with another
employer and is eligible to receive medical or other welfare benefits under
another employer-provided plan, the medical and other welfare benefits described
herein shall be secondary to those provided under such other plan during such
applicable period of eligibility, and for purposes of determining eligibility
(but not the time of commencement of benefits) of the Executive for retiree
benefits pursuant to such plans, practices, programs and policies, the Executive
shall be considered to have remained employed until five years (three years in
the case of termination by the Executive without Good Reason) after the Date of
Termination and to have retired on the last day of such period;

     (iii) the Company shall, at its sole expense as incurred, provide the
Executive with outplacement services the scope and provider of which shall be
selected by the Executive in the Executive's sole discretion (but the total cost
thereof shall not exceed $50,000); and

     (iv) for a period of five years following the Executive's termination, to
the extent not theretofore paid or provided, the Company shall timely pay or
provide to the Executive any other amounts or benefits required to be paid or
provided or which the Executive is eligible to receive under any plan, program,
policy or practice or contract or agreement of the Company and its affiliated
companies (such other amounts and benefits shall be hereinafter referred to as
the "Other Benefits").

     (b)  DEATH. If the Executive's employment is terminated by reason of the
Executive's death during the Employment Period, this Agreement shall terminate
without


                                       8




further obligations to the Executive's legal representatives under this
Agreement, other than for payment of Accrued Obligations and the timely payment
or provision of Other Benefits. Accrued Obligations shall be paid to the
Executive's estate or beneficiary, as applicable, in a lump sum in cash within
30 days of the Date of Termination. With respect to the provision of Other
Benefits, the term Other Benefits as utilized in this Section 5(b) shall
include, without limitation, and the Executive's estate and/or beneficiaries
shall be entitled to receive, benefits at least equal to the most favorable
benefits provided by the Company and affiliated companies to the estates and
beneficiaries and peer executives of the Company and such affiliated companies
under such plans, programs, practices and policies relating to death benefits,
if any, as in effect with respect to other peer executives and their
beneficiaries at any time during the 120-day period immediately preceding the
Effective Date or, if more favorable to the Executive's estate and/or the
Executive's beneficiaries, as in effect on the date of the Executive's death
with respect to other peer executives of the Company and its affiliated
companies and their beneficiaries.

     (c)  DISABILITY. If the Executive's employment is terminated by reason of
the Executive's Disability during the Employment Period, this Agreement shall
terminate without further obligations to the Executive, other than for payment
of Accrued Obligations and the timely payment or provision of Other Benefits.
Accrued Obligations shall be paid to the Executive in a lump sum in cash within
30 days of the Date of Termination. With respect to the provision of Other
Benefits, the term Other Benefits as utilized in this Section 5(c) shall
include, and the Executive shall be entitled after the Disability Effective Date
to receive, disability and other benefits at least equal to the most favorable
of those generally provided by the Company and its affiliated companies to
disabled executives and/or their families in accordance with such plans,
programs, practices and policies relating to disability, if any, as in effect
generally with respect to other peer executives and their families at any time
during the 120-day period immediately preceding the Effective Date or, if more
favorable to the Executive and/or the Executive's family, as in effect at any
time thereafter generally with respect to other peer executives of the Company
and its affiliated companies and their families.

     (d)  CAUSE. If the Executive's employment shall be terminated for Cause
during the Employment Period, this Agreement shall terminate without further
obligations to the Executive other than the obligation to pay to the Executive
(X) the Annual Base Salary through the Date of Termination, (Y) the amount of
any compensation previously deferred by the Executive, and (Z) Other Benefits,
in each case to the extent theretofore unpaid. In such case, all Accrued
Obligations shall be paid to the Executive in a lump sum in cash within 30 days
of the Date of Termination

     6.   NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or
limit the Executive's continuing or future participation in any plan, program,
policy or practice provided by the Company or any of its affiliated companies
and for which the


                                       9





Executive may qualify, nor, subject to Section 10(f), shall anything herein
limit or otherwise affect such rights as the Executive may have under any
contract or agreement with the Company or any of its affiliated companies.
Amounts which are vested benefits or which the Executive is otherwise entitled
to receive under any plan, policy, practice or program of or any contract or
agreement with the Company or any of its affiliated companies at or subsequent
to the Date of Termination shall be payable in accordance with such plan,
policy, practice or program or contract or agreement except as explicitly
modified by this Agreement.

     7.   FULL SETTLEMENT; LEGAL FEES. The Company's obligation to make the
payments provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against the
Executive or others. In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable
to the Executive under any of the provisions of this Agreement and except as
specifically provided in Section 5(a)(ii), such amounts shall not be reduced
whether or not the Executive obtains other employment. The Company agrees to pay
promptly as incurred, to the full extent permitted by law, all legal fees and
expenses which the Executive may reasonably incur as a result of any contest
(regardless of the outcome thereof) by the Company, the Executive or others of
the validity or enforceability of, or liability or entitlement under, any
provision of this Agreement or any guarantee of performance thereof (whether
such contest is between the Company and the Executive or between either of them
and any third party, and including as a result of any contest by the Executive
about the amount of any payment pursuant to this Agreement), plus in each case
interest on any delayed payment at the applicable Federal rate ("Applicable
Federal Rate") provided for in Section 7872(f)(2)(A) of the Internal Revenue
Code of 1986, as amended (the "Code").

     8.   CONFIDENTIAL INFORMATION; NONCOMPETITION.

     (a)  CONFIDENTIAL INFORMATION. The Executive shall hold in a fiduciary
capacity for the benefit of the Company all secret, proprietary or confidential
information, knowledge or data relating to the Company or any of its affiliated
companies, and their respective businesses, which shall have been obtained by
the Executive during the Executive's employment by the Company or any of its
affiliated companies. During the period the Executive is employed with the
Company, and for a period of 24 months after termination of the Executive's
employment with the Company, the Executive shall not, without the prior written
consent of the Company or as may otherwise be required by law or legal process,
communication or divulge any such information, knowledge or data to anyone other
than the Company and those designated by it. The restrictions set forth in this
Section 8 will not apply to information that is generally known to the public or
in the trade, unless such knowledge results from an unauthorized disclosure by
the Executive or representatives of the Executive in violation of this
Agreement. This exception will not


                                       10




affect the application of any other provisions of this Agreement to such
information in accordance with the terms of such provision. All documents and
tangible things embodying or containing confidential information are the
Company's exclusive property. The Executive will protect the confidentiality of
their content and will return all copies, facsimiles and specimens of them and
any other form of confidential information in the Executive's possession,
custody or control to the Company before leaving the employment with the
Company.

     (b)  NONCOMPETITON. In consideration of the benefits described in Section 5
and the Put Right set forth in Section 11, during the Executive's employment
with the Company, and for a period of 36 months thereafter, the Executive shall
not, directly or indirectly, engage, participate or invest in or be employed by
any business which is engaged in the scientific and clinical laboratory research
distribution business in the United States. The foregoing restriction shall
apply regardless of the capacity in which the Executive engages or engaged,
participates or participated, or invests or invested in or is or was employed by
a given business, whether as owner, partner, shareholder, consultant, agent,
employee, co-venturer or otherwise. The provisions of this Section 8(b) shall
not prevent the Executive from acquiring or holding publicly traded stock or
other publicly traded securities of a business, so long as the Executive's
ownership does not exceed 2 percent of the outstanding securities of such
company of the same class as those held by the Executive or from engaging in any
activity or having an ownership interest in any business that is reviewed by the
Board of Directors. The Executive understands that the restrictions set out in
this Section 8(b) are intended to protect the Company's interest in its secret,
proprietary or confidential information and established customer relationships
and goodwill, and agrees that such restrictions are reasonable and appropriate
for this purpose.

     (c)  INJUNCTIVE RELIEF. The Executive agrees that it would be difficult to
measure any damages caused to the Company that might result from any breach by
the Executive of the promises set forth in this Agreement, and that in any event
money damages would be an inadequate remedy for any such breach. Accordingly,
the Executive agrees that in the case of breach, or proposed breach, of any
portion of this Agreement, the Company shall be entitled, in addition to all
other remedies that it may have, to an injunction or other appropriate equitable
relief to restrain any such breach without showing or proving any actual damage
to the Company. However, in no event shall an asserted violation of the
provisions of this Section 8 constitute a basis for deferring or withholding any
amounts otherwise payable to the Executive under this Agreement.

     9.   SUCCESSORS. This Agreement is personal to the Executive and without he
prior written consent of the Company shall not be assignable by the Executive
otherwise than by will or the laws of descent and distribution. This Agreement
shall inure to the benefit of and be enforceable by the Executive's legal
representatives. This Agreement


                                       11




shall inure to the benefit of and be binding upon the Company and its successors
and assigns. The Company will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company to assume expressly and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
As used in this Agreement, "Company" shall mean the Company as hereinbefore
defined and any successor to its business and/or assets as aforesaid which
assumes and agrees to perform this Agreement by operation of law, or otherwise.

     10.  MISCELLANEOUS.

     (a)  GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without reference to
principles of conflict of laws. The captions of this Agreement are not part of
the provisions hereof and shall have no force or effect. This Agreement may not
be amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.

     (b)  NOTICES. All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:

          IF TO THE EXECUTIVE:


          Paul M. Montrone
          Great Hill
          Hampton Falls, NH 03844

          IF TO THE COMPANY:

          Attention:  General Counsel
          Fisher Scientific International Inc.
          Liberty Lane
          Hampton, NH 03842

Or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

     (c)  SEVERABILITY. The invalidity or uneforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

                                       12




     (d)  WITHHOLDING. The Company may withhold from any amounts payable under
this Agreement such Federal, state, local or foreign taxes as shall be required
to be withheld pursuant to any applicable law or regulation.

     (e)  WAIVER. The Executive's or the Company's failure to insist upon strict
compliance with any provision hereof or any other provision of this Agreement or
the failure to assert any right the Executive or the Company may have hereunder,
including, without limitation, the right of the Executive to terminate
employment for Good Reason, shall not be deemed to be a waiver of such provision
or right or any other provision or right of this Agreement.

     (f)  ENTIRE AGREEMENT. From and after the Effective Date this Agreement
shall supersede any other employment agreement between the parties with respect
to the subject matter hereof. For the avoidance of doubt, this Agreement shall
not supersede the Split Dollar Agreement, nor shall it amend the Split Dollar
Agreement except to the extent specifically provided herein, nor shall it amend,
modify or alter in any way any existing agreement between the Company and the
Executive regarding any equity interest in the Company, regardless of form.

     11.  PUT/CALL RIGHT.

     (a)  EXECUTIVE'S PUT. In partial consideration of the Executive's
noncompetition covenant pursuant to Section 8(b), at any time following the
Effective Date, the Executive and/or any Permitted Transferee (as defined below)
shall have the right (the "Put Right"), exercisable by delivery of a written
notice (the "Put Notice") to the Company, to require the Company to purchase
all, but not less than all, of the 51,667 Executive Performance Options (the
"Put Options") granted to the Executive pursuant to the Fisher Scientific
International Inc. 1998 Equity and Incentive Plan (the "1998 Option Plan"), for
an aggregate purchase price (the "Put Price") of $5,000,000 in cash, subject to
the provisions of this Section 11. Following receipt of the Put Notice, the
Company shall be required to pay the Put Price to the Executive or the Permitted
Transferee, as applicable, upon the second business day following the first
anniversary of the date the Put Notice is received by the Company; PROVIDED,
that if on such second business day, the Executive is a "covered employee" whose
compensation is subject to the limitation on deductibility imposed by Section
162(m) of the Code, such payment shall be delayed until the first date on which
the Executive is no longer such a "covered employee." For purpose of this
Section 11, "Permitted Transferee" shall mean any heir, executor, administrator,
testamentary trustee, legatee or beneficiary of the Executive and any party who
is a legitimate transferee of the Put Options in accordance with the instruments
governing their transfer. The Company shall pay the Executive interest on the
$5,000,000 cash payment due to the Executive following exercise of the Put Right
at a rate equal to the prime rate published by The Chase Manhattan Bank on the
business day nearest to the date on which the Put Right is exercised, compounded
daily. Such interest

                                       13




shall accrue from the date of exercise until the date the $5,000,000 payment is
made to the Executive, and shall be paid to the Executive concurrently with such
$5,000,000 payment.

     (b)  COMPANY'S CALL RIGHT. Upon termination of the Executive's employment
with the Company for any reason (a "Call Event"), the Company shall have the
right (the "Call Right"), exercisable by delivery of a written notice (the "Call
Notice") to the Executive and any Permitted Transferees who then own any Put
Options within a period of 180 days after the date of occurrence of the Call
Event (subject to extension for up to 12 months in the event the Company is
legally prohibited or contractually prohibited, by virtue of its debt or other
obligations, from exercising its Call Rights) (the "Call Notice Period"), to
require the Executive and any such Permitted Transferees to sell all, but not
less than all, of the Put Options owned by the Executive and such Permitted
Transferees on the date of occurrence of the Call Event at an aggregate price
equal to the Put Price, allocated among the Executive and such Permitted
Transferees (if any) in the same proportions as their ownership of the Put
Options. Upon receipt of such notice the Executive and any such Permitted
Transferees shall sell such Put Options, subject to the terms hereof.

     (c)  CLOSING. The closing of the acquisition by the Company of Put Options
following exercise of the Put Right or the Call Right shall take place at the
principal office of the Company on the tenth business day after the date of the
Put Notice or the Call Notice. At such closing, the Company shall pay the Put
Price by wire transfer to the account or accounts designated by the Executive or
Permitted Transferee, as applicable, in writing to Company or, if the Executive
or Permitted Transferee, as applicable, fails to designate any such account, the
Company shall deliver a certified check or checks in the amount of the
applicable Put Price to the Executive or such Permitted Transferee, as
applicable, in each case against delivery of duly endorsed certificates
representing such Put Options (to he extent issued in certificated form).

     IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from its Board of Directors, the Company has
caused this Agreement to be executed in its name on its behalf, all as of the
day and year first above written.

                                  /s/ Paul M. Montrone
                                  ----------------------------------------
                                  PAUL M. MONTRONE



                                  FISHER SCIENTIFIC INTERNATIONAL, INC.

                                  /s/ Kevin P. Clark
                                  -------------------------------------
                                  By: KEVIN P. CLARK



                                       14

EX-10.2

                              EMPLOYMENT AGREEMENT


          This EMPLOYMENT AGREEMENT (this "Agreement") is entered into by and
between Fisher Scientific International, Inc., a Delaware corporation (the
"Company") and Paul M. Meister (the "Executive"), dated as of the 31st day of
December 2001.

          1.   TERM OF THE AGREEMENT. This Agreement shall commence as of
December 31,2001(the "Effective Date") and end on December 31, 2006 (the
"Initial Employment Period" and, together with any extensions thereof pursuant
to the next sentence, the "Employment Period"). As of the last day of the
Initial Employment Period and each anniversary thereof, unless either party
hereto shall have given the other party 60 days' advance notice that there shall
be no further extensions pursuant to this sentence (such notices, a "Notice of
Non-Extension"), the Employment Period shall be extended by an additional year.

          2.   POSITION AND DUTIES. During the Employment Period, the
Executive's position (including status, offices, titles and reporting
requirements), authority, duties and responsibilities shall be at least
commensurate in all material respects with those held, exercised and assigned to
the Executive on the day immediately preceding the Effective Date. The
Executive's services shall be performed at the location where the Executive was
employed immediately preceding the Effective Date or any office or location less
than 25 miles from such location.

During the Employment Period, and excluding any periods of vacation and sick
leave to which the Executive is entitled, the Executive agrees to devote
reasonable attention and time during normal business hours to the business and
affairs of the Company and, to the extent necessary to discharge the
responsibilities assigned to the Executive hereunder, to use the Executive's
reasonable best efforts to perform faithfully and efficiently such
responsibilities. During the Employment Period it shall not be a violation of
this Agreement for the Executive to (A) serve on corporate, civic, charitable,
governmental or religious boards or committees, (B) to manage or participate in
activities of General Chemical Group, GenTek Inc., and Latona Associates, Inc.,
in a manner consistent with his current practice, (C) deliver lectures, fulfill
speaking engagements or teach at educational institutions, and (D) manage
personal investments, so long as such activities do not significantly interfere
with the performance of the Executive's responsibilities as an employee of the
Company in accordance with this Agreement. It is expressly understood and agreed
that to the extent that any such activities have been conducted by the Executive
prior to the Effective Date, the continued conduct of such activities (or the
conduct of activities similar in nature and scope thereto) subsequent to the
Effective Date shall not thereafter be deemed to interfere with the performance
of the Executive's responsibilities to the Company.



          3.   COMPENSATION.

          (b)  BASE SALARY. During the Employment Period, the Executive shall
receive an annual base salary of at least $ 600,000 ("Annual Base Salary"),
which shall be paid in accordance with the Company's generally applicable
payroll practices and policies. During the Employment Period, the Annual Base
Salary shall be reviewed at least annually. Any increase in Annual Base Salary
shall not serve to limit or reduce any other obligation to the Executive under
this Agreement. Annual Base Salary shall not be reduced after any such increase
and the term Annual Base Salary as utilized in this Agreement shall refer to
Annual Base Salary as so increased.

          (c)  ANNUAL BONUS. In addition to Annual Base Salary, the Executive
shall be awarded, for each fiscal year ending during the Employment Period, an
annual bonus (the "Annual Bonus") in cash at least equal to $315,000 (the
"Minimum Bonus Amount"). Each such Annual Bonus shall be paid no later than the
end of the third month of the fiscal year next following the fiscal year for
which the Annual Bonus is awarded, unless the Executive shall elect to defer the
receipt of such Annual Bonus.

          (d)  INCENTIVE, SAVINGS AND RETIREMENT PLANS. During the Employment
Period, the Executive shall be entitled to participate in all incentive, savings
and retirement plans, practices, policies and programs applicable generally to
other peer executives of the Company and its affiliated companies, but in no
event shall such plans, practices, policies and programs provide the Executive
with incentive opportunities (measured with respect to both regular and special
incentive opportunities, to the extent, if any, that such distinction is
applicable), savings opportunities and retirement benefit opportunities, in each
case, less favorable, in the aggregate, than the most favorable of those
provided by the Company and its affiliated companies for the Executive under
such plans, practices, policies and programs as in effect immediately preceding
the Effective Date or if more favorable to the Executive, those provided
generally at any time after the Effective Date to other peer executives of the
Company and its affiliated companies.

          (e)  WELFARE BENEFIT PLANS. During the Employment Period, the
Executive and/or the Executive's family, as the case may be, shall be eligible
for participation in and shall receive all benefits under welfare benefit plans,
practices, policies and programs provided by the Company and its affiliated
companies (including, without limitation, medical, prescription, dental,
disability, salary continuance, employee life, group life, accidental death and
travel accident insurance plans and programs) to the extent applicable generally
to other peer executives of the Company and its affiliated companies, but in no
event shall such plans, practices, policies and programs provide the Executive
with benefits which are less favorable, in the aggregate, than the most
favorable of such plans, practices, policies and programs in effect for the
Executive immediately preceding the Effective Date or, if more favorable to the
Executive, those provided generally at any time after the Effective Date to
other peer executives of the

                                       2



Company and its affiliated companies. Without limiting the generality of the
foregoing, the Company shall continue to make all required premium payments and
fulfill its other obligations under the split-dollar insurance agreement (the
"Split-Dollar Agreement") entered into by the Company and the Executive and
effective as of February 28, 1995.

          (f)  EXPENSES. During the Employment Period, the Executive shall be
entitled to receive prompt reimbursement for all reasonable expenses incurred by
the Executive in accordance with the most favorable policies, practices and
procedures of the Company and its affiliated companies in effect for the
Executive immediately preceding the Effective Date or, if more favorable to the
Executive, as in effect generally at any time thereafter with respect to other
peer executives of the Company and its affiliated companies.

          (g)  FRINGE AND OTHER BENEFITS. During the Employment Period, the
Executive shall be entitled to fringe benefits, personal perquisites, and any
other benefits in accordance with the most favorable plans, practices, programs
and policies of the Company and its affiliated companies in effect for the
Executive immediately preceding the Effective Date or, if more favorable to the
Executive, as in effect generally at any time thereafter with respect to other
peer executives of the Company and its affiliated companies, including, without
limitation, benefits payable under the Executive's Split-Dollar Agreement.

          (h)  OFFICE AND SUPPORT STAFF. During the Employment Period, the
Executive shall be entitled to an office or offices of a size and with
furnishings and other appointments, and to secretarial and other assistance, in
all respects equal to that provided to the Executive by the Company immediately
preceding the Effective Date or, if more favorable to the Executive, as provided
generally at any time thereafter with respect to other peer executives of the
Company and its affiliated companies.

          (i)  VACATION. During the Employment Period, the Executive shall be
entitled to paid vacation in accordance with the plans, policies, programs and
practices of the Company in all respects and its affiliated companies as in
effect for the Executive immediately preceding the Effective Date or, if more
favorable to the Executive, as in effect generally at any time thereafter with
respect to other peer executives of the Company and its affiliated companies.

          4.   TERMINATION OF EMPLOYMENT.

          (b)  DEATH OR DISABILITY. The Executive's employment shall terminate
automatically upon the Executive's death during the Employment Period. If the
Company determines in good faith that the Disability of the Executive has
occurred during the Employment Period (pursuant to the definition of Disability
set forth below), it may give to the Executive written notice in accordance with
Section 10(b) of this


                                       3




Agreement of its intention to terminate the Executive's employment. In such
event, the Executive's employment with the Company shall terminate effective on
the 30th day after receipt of such notice by the Executive (the "Disability
Effective Date"), provided that, within the 30 days after such receipt, the
Executive shall not have returned to full-time performance of the Executive's
duties. For purposes of this Agreement, "Disability" shall mean the absence of
the Executive from the Executive's duties with the Company on a full-time basis
for 180 consecutive business days as a result of incapacity due to mental or
physical illness which is determined to be total and permanent by a physician
selected by the Company or its insurers and acceptable to the Executive or the
Executive's legal representative.

          (c)  CAUSE. The Company may terminate the Executive's employment
during the Employment Period for Cause. For purposes of this Agreement, "Cause"
shall mean:

               (ii) the willful and continued failure of the Executive to
perform substantially the Executive's duties with the Company or one of its
affiliates (other than any such failure resulting from incapacity due to
physical or mental illness), after a written demand for substantial performance
is delivered to the Executive by the Board or the Chief Executive Officer of the
Company which specifically identifies the manner in which the Board or Chief
Executive Officer believes that the Executive has not substantially performed
the Executive's duties, or

               (iii) the willful engaging by the Executive in illegal conduct or
gross misconduct that is materially and demonstrably injurious to the Company.

For purposes of this provision, no act or failure to act, on the part of the
Executive, shall be considered "willful" unless it is done, or omitted to be
done, by the Executive in bad faith or without reasonable belief that the
Executive's action or omission was in the best interests of the Company. Any
act, or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board or upon the instructions of the Chief Executive Officer or
a senior officer of the Company or based upon the advice of counsel for the
Company shall be conclusively presumed to be done, or omitted to be done, by the
Executive in good faith and in the best interests of the Company. The cessation
of employment of the Executive shall not be deemed to be for Cause unless and
until there shall have been delivered to the Executive a copy of a resolution
duly adopted by the affirmative vote of not less than three-quarters of the
entire membership of the Board at a meeting of the Board called and held for
such purpose (after reasonable notice is provided to the Executive and the
Executive is given an opportunity, together with counsel, to be heard before the
Board), finding that, in the good faith opinion of the Board, the Executive is
guilty of the conduct described in subparagraph (i) or (ii) above, and
specifying the particulars thereof in detail.


                                       4




          (d)  GOOD REASON. The Executive's employment may be terminated by the
Executive for Good Reason at any time within 90 days after the Executive first
has actual knowledge of the occurrence of such Good Reason. For purposes of this
Agreement, "Good Reason" shall mean:

               (ii) the assignment to the Executive of any duties inconsistent
in any respect with the Executive's position (including status, offices, titles
and reporting requirements), authority, duties or responsibilities as
contemplated by Section 2 of this Agreement, or any other action by the Company
which results in a diminution in such position, authority, duties or
responsibilities, excluding, for this purpose an isolated, insubstantial and
inadvertent action not taken in bad faith and which is remedied by the Company
promptly after receipt of notice thereof given by the Executive;

               (iii) any failure by the Company to comply with any of the
provisions of Section 3 of this Agreement, other than an isolated, insubstantial
and inadvertent failure not occurring in bad faith and which is remedied by the
Company promptly after receipt of notice thereof given by the Executive;

               (iv) the Company's requiring the Executive to be based at any
office or location other than as provided in Section 2 hereof or the Company's
requiring the Executive to travel on Company business to a substantially greater
extent than required immediately prior to the Effective Date;

               (v)  any purported termination by the Company of the Executive's
employment otherwise than as expressly permitted by this Agreement;

               (vi) delivery by the Company of a Notice of Non-Extension; or

               (vii) any failure by the Company to comply with and satisfy
Section 9 of this Agreement.

For purposes of this Section 4(c), any good faith determination of "Good Reason"
made by the Executive shall be conclusive.

          (e)  NOTICE OF TERMINATION. Any termination by the Company for Cause,
or by the Executive for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 10(b) of
this Agreement. For purposes of this Agreement, a "Notice of Termination" means
a written notice which (I) indicates the specific termination provision in this
Agreement relied upon, (II) to the extent applicable, sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the Executive's employment under the provision so indicated and (III) if the
Date of Termination (as defined below) is other than the date of receipt of such
notice, specifies the termination date (which date shall be not more than thirty
days after the giving of such notice). The failure by the Executive or the
Company

                                       5




to set forth in the Notice of Termination any fact or circumstance which
contributes to a showing of Good Reason or Cause shall not waive any right of
the Executive or the Company, respectively, hereunder or preclude the Executive
or the Company, respectively, from asserting such fact or circumstance in
enforcing the Executive's or the Company's rights hereunder.

          (f)  DATE OF TERMINATION. "Date of Termination" means (I) if the
Executive's employment is terminated by the Company for Cause, or by the
Executive for Good Reason, the date of receipt of the Notice of Termination or
any later date specified therein, as the case may be, (II) if the Executive's
employment is terminated by the Company other than for Cause or Disability, the
date on which the Company notifies the Executive of such termination, and (III)
if the Executive's employment is terminated by reason of death or Disability,
the date of death of the Executive or the Disability Effective Date, as the case
may be.

          5.   OBLIGATIONS OF THE COMPANY UPON TERMINATION.

          (b)  BY EXECUTIVE; OTHER THAN FOR CAUSE, DEATH OR DISABILITY. In
partial consideration for the confidential information and noncompetition
covenants of the Executive pursuant to Section 8 and in part as liquidated
damages in lieu of the payments and benefits to which the Executive would have
been entitled through the remainder of the Employment Period, if, during the
Employment Period, the Company shall terminate the Executive's employment other
than for Cause or Disability or the Executive shall terminate employment for
Good Reason:

               (ii) the Company shall pay to the Executive in a lump sum in cash
within 30 days after the Date of Termination the aggregate of the following
amounts:

               (i)  the sum of

               A.   the Executive's Annual Base Salary through the Date of
     Termination to the extent not theretofore paid,

               B.   the product of

                       (a) The Executive's target bonus as determined under the
                       applicable Fisher compensation plan(s) and

                       (b) A fraction, the numerator of which is the number of
                       days in the current fiscal year through the Date of
                       Termination, and the denominator of which is 365 and


                                       6




               C.   any compensation previously deferred by the Executive
     (together with any accrued interest or earnings thereon) and any accrued
     vacation pay, in each case to the extent not theretofore paid (the sum of
     the amounts described in clauses (1), (2), and (3) shall be hereinafter
     referred to as the "Accrued Obligations"); and

               (ii) the amount equal to the product of

               A.   five and

               B.   the sum of

                        (a) the Executive's Annual Base Salary and

                        (b) the Executive's target bonus as determined under the
                        applicable Fisher compensation plan(s) and

               (iii) an amount equal to the difference between (A) the aggregate
     benefit under the Company's qualified - defined benefit retirement plans
     (collectively, the "Retirement Plan") and any excess or supplemental
     defined benefit retirement plans in which the Executive participates,
     including without limitation the Company's Executive Retirement and Savings
     Plan, (collectively, the "SERP") which the Executive would have accrued
     (whether or not vested) if the Executive's employment had continued for
     five years after the Date of Termination and (B) the actual vested benefit,
     if any, of the Executive under the Retirement - Plan and the SERP,
     determined as of the Date of Termination (with the foregoing amounts to be
     computed on an actuarial present value basis, based on the assumption that
     the Executive's compensation in each of the five years in following such
     termination would have been that required by Section 3(a) and Section 3(b),
     and using actuarial assumptions no less favorable to the Executive than the
     most favorable of those in effect for purposes of computing benefit
     entitlements under the Retirement Plan and the SERP at any time from the
     day before the Effective Date) through the Date of Termination;

               (iii) for five years after the Executive's Date of Termination,
or such longer period as may be provided by the terms of the appropriate plan,
program, practice or policy, the Company shall continue benefits to the
Executive and/or the Executive's family at least equal to those which would have
been provided to them in accordance with the plans, programs, practices and
policies described in Section 3(d), of this Agreement if the Executive's
employment had not been terminated (including without limitation pursuant to the
Split Dollar Agreement) or, if more favorable to the Executive, as in effect
generally at any time thereafter with respect to other peer


                                       7




executives of the Company and its affiliated companies and their families,
provided, however, that if the Executive becomes reemployed with another
employer and is eligible to receive medical or other welfare benefits under
another employer-provided plan, the medical and other welfare benefits described
herein shall be secondary to those provided under such other plan during such
applicable period of eligibility, and for purposes of determining eligibility
(but not the time of commencement of benefits) of the Executive for retiree
benefits pursuant to such plans, practices, programs and policies, the Executive
shall be considered to have remained employed until five years after the Date of
Termination and to have retired on the last day of such period;

               (iv) the Company shall, at its sole expense as incurred, provide
the Executive with outplacement services the scope and provider of which shall
be selected by the Executive in the Executive's sole discretion (but the total
cost thereof shall not exceed $50,000); and

               (v)  for a period of five years following the Executive's
termination, to the extent not theretofore paid or provided, the Company shall
timely pay or provide to the Executive any other amounts or benefits required to
be paid or provided or which the Executive is eligible to receive under any
plan, program, policy or practice or contract or agreement of the Company and
its affiliated companies (such other amounts and benefits shall be hereinafter
referred to as the "Other Benefits").

          (c)  DEATH. If the Executive's employment is terminated by reason of
the Executive's death during the Employment Period, this Agreement shall
terminate without further obligations to the Executive's legal representatives
under this Agreement, other than for payment of Accrued Obligations and the
timely payment or provision of Other Benefits. Accrued Obligations shall be paid
to the Executive's estate or beneficiary, as applicable, in a lump sum in cash
within 30 days of the Date of Termination. With respect to the provision of
Other Benefits, the term Other Benefits as utilized in this Section 5(b) shall
include, without limitation, and the Executive's estate and/or beneficiaries
shall be entitled to receive, benefits at least equal to the most favorable
benefits provided by the Company and affiliated companies to the estates and
beneficiaries of peer executives of the Company and such affiliated companies
under such plans, programs, practices and policies relating to death benefits,
if any, as in effect with respect to other peer executives and their
beneficiaries at any time during the 120-day period immediately preceding the
Effective Date or, if more favorable to the Executive's estate and/or the
Executive's beneficiaries, as in effect on the date of the Executive's death
with respect to other peer executives of the Company and its affiliated
companies and their beneficiaries.

          (d)  DISABILITY. If the Executive's employment is terminated by reason
of the Executive's Disability during the Employment Period, this Agreement shall
terminate without further obligations to the Executive, other than for payment
of Accrued

                                       8




Obligations and the timely payment or provision of Other Benefits. Accrued
Obligations shall be paid to the Executive in a lump sum in cash within 30 days
of the Date of Termination. With respect to the provision of Other Benefits, the
term Other Benefits as utilized in this Section 5(c) shall include, and the
Executive shall be entitled after the Disability Effective Date to receive,
disability and other benefits at least equal to the most favorable of those
generally provided by the Company and its affiliated companies to disabled
executives and/or their families in accordance with such plans, programs,
practices and policies relating to disability, if any, as in effect generally
with respect to other peer executives and their families at any time during the
120-day period immediately preceding the Effective Date or, if more favorable to
the Executive and/or the Executive's family, as in effect at any time thereafter
generally with respect to other peer executives of the Company and its
affiliated companies and their families.

          (e)  CAUSE; OTHER THAN FOR GOOD REASON. If the Executive's employment
shall be terminated for Cause during the Employment Period, this Agreement shall
terminate without further obligations to the Executive other than the obligation
to pay to the Executive (X) the Annual Base Salary through the Date of
Termination, (Y) the amount of any compensation previously deferred by the
Executive, and (Z) Other Benefits, in each case to the extent theretofore
unpaid. If the Executive voluntarily terminates employment during the Employment
Period, excluding a termination for Good Reason, this Agreement shall terminate
without further obligations to the Executive, other than for Accrued Obligations
and the timely payment or provision of Other Benefits. In such case, all Accrued
Obligations shall be paid to the Executive in a lump sum in cash within 30 days
of the Date of Termination

          6.   NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall
prevent or limit the Executive's continuing or future participation in any plan,
program, policy or practice provided by the Company or any of its affiliated
companies and for which the Executive may qualify, nor, subject to Section
10(f), shall anything herein limit or otherwise affect such rights as the
Executive may have under any contract or agreement with the Company or any of
its affiliated companies. Amounts which are vested benefits or which the
Executive is otherwise entitled to receive under any plan, policy, practice or
program of or any contract or agreement with the Company or any of its
affiliated companies at or subsequent to the Date of Termination shall be
payable in accordance with such plan, policy, practice or program or contract or
agreement except as explicitly modified by this Agreement.

          7.   FULL SETTLEMENT; LEGAL FEES. The Company's obligation to make the
payments provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against the
Executive or others. In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable
to the Executive under any of the


                                       9




provisions of this Agreement and except as specifically provided in Section
5(a)(ii), such amounts shall not be reduced whether or not the Executive obtains
other employment. The Company agrees to pay promptly as incurred, to the full
extent permitted by law, all legal fees and expenses which the Executive may
reasonably incur as a result of any contest (regardless of the outcome thereof)
by the Company, the Executive or others of the validity or enforceability of, or
liability or entitlement under, any provision of this Agreement or any guarantee
of performance thereof (whether such contest is between the Company and the
Executive or between either of them and any third party, and including as a
result of any contest by the Executive about the amount of any payment pursuant
to this Agreement), plus in each case interest on any delayed payment at the
applicable Federal rate ("Applicable Federal Rate") provided for in Section
7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code").

          8.   CONFIDENTIAL INFORMATION; NONCOMPETITION.

          (b)  CONFIDENTIAL INFORMATION. The Executive shall hold in a fiduciary
capacity for the benefit of the Company all secret, proprietary or confidential
information, knowledge or data relating to the Company or any of its affiliated
companies, and their respective businesses, which shall have been obtained by
the Executive during the Executive's employment by the Company or any of its
affiliated companies. During the period the Executive is employed with the
Company, and for a period of 24 months after termination of the Executive's
employment with the Company, the Executive shall not, without the prior written
consent of the Company or as may otherwise be required by law or legal process,
communicate or divulge any such information, knowledge or data to anyone other
than the Company and those designated by it. The restrictions set forth in this
Section 8 will not apply to information that is generally known to the public or
in the trade, unless such knowledge results from an unauthorized disclosure by
the Executive or representatives of the Executive in violation of this
Agreement. This exception will not affect the application of any other
provisions of this Agreement to such information in accordance with the terms of
such provision. All documents and tangible things embodying or containing
confidential information are the Company's exclusive property. The Executive
will protect the confidentiality of their content and will return all copies,
facsimiles and specimens of them and any other form of confidential information
in the Executive's possession, custody or control to the Company before leaving
the employment with the Company.

          (c)  NONCOMPETITON. In consideration of the benefits described in
Section 5 and the Put Right set forth in Section 11, during the Executive's
employment with the Company, and for a period of 36 months thereafter, the
Executive shall not, directly or indirectly, engage, participate or invest in or
be employed by any business which is engaged in the scientific and clinical
laboratory research distribution business in the United States. The foregoing
restriction shall apply regardless of the capacity in which the Executive
engages or engaged, participates or participated, or invests or invested in or


                                       10




is or was employed by a given business, whether as owner, partner, shareholder,
consultant, agent, employee, co-venturer or otherwise. The provisions of this
Section 8(b) shall not prevent the Executive from acquiring or holding publicly
traded stock or other publicly traded securities of a business, so long as the
Executive's ownership does not exceed 2 percent of the outstanding securities of
such company of the same class as those held by the Executive or from engaging
in any activity or having an ownership interest in any business that is reviewed
by the Board of Directors. The Executive understands that the restrictions set
out in this Section 8(b) are intended to protect the Company's interest in its
secret, proprietary or confidential information and established customer
relationships and goodwill, and agrees that such restrictions are reasonable and
appropriate for this purpose.

          (d)  INJUNCTIVE RELIEF. The Executive agrees that it would be
difficult to measure any damages caused to the Company that might result from
any breach by the Executive of the promises set forth in this Agreement, and
that in any event money damages would be an inadequate remedy for any such
breach. Accordingly, the Executive agrees that in the case of breach, or
proposed breach, of any portion of this Agreement, the Company shall be
entitled, in addition to all other remedies that it may have, to an injunction
or other appropriate equitable relief to restrain any such breach without
showing or proving any actual damage to the Company. However, in no event shall
an asserted violation of the provisions of this Section 8 constitute a basis for
deferring or withholding any amounts otherwise payable to the Executive under
this Agreement.

          9.   SUCCESSORS. This Agreement is personal to the Executive and
without the prior written consent of the Company shall not be assignable by the
Executive otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Executive's
legal representatives. This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns. The Company will
require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company to assume expressly and agree to perform this Agreement in
the same manner and to the same extent that the Company would be required to
perform it if no such succession had taken place. As used in this Agreement,
"Company" shall mean the Company as hereinbefore defined and any successor to
its business and/or assets as aforesaid which assumes and agrees to perform this
Agreement by operation of law, or otherwise.

          10.  MISCELLANEOUS.

          (b)  GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware, without reference to
principles of conflict of laws. The captions of this Agreement are not part of
the provisions hereof and


                                       11




shall have no force or effect. This Agreement may not be amended or modified
otherwise than by a written agreement executed by the parties hereto or their
respective successors and legal representatives.

          (c)  NOTICES. All notices and other communications hereunder shall be
in writing and shall be given by hand delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:

          IF TO THE EXECUTIVE:

          Paul M. Meister
          18 Shiprock Road
          Hampton Falls, NH  03844

          IF TO THE COMPANY:

          Attention:  General Counsel
          Fisher Scientific International Inc.
          Liberty Lane
          Hampton, NH  03842

Or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

          (d)  SEVERABILITY. The invalidity or uneforceability of any provision
of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

          (e)  WITHHOLDING. The Company may withhold from any amounts payable
under this Agreement such Federal, state, local or foreign taxes as shall be
required to be withheld pursuant to any applicable law or regulation.

          (f)  WAIVER. The Executive's or the Company's failure to insist upon
strict compliance with any provision hereof or any other provision of this
Agreement or the failure to assert any right the Executive or the Company may
have hereunder, including, without limitation, the right of the Executive to
terminate employment for Good Reason, shall not be deemed to be a waiver of such
provision or right or any other provision or right of this Agreement.

          (g)  ENTIRE AGREEMENT. From and after the Effective Date this
Agreement shall supersede any other employment agreement between the parties
with respect to the subject matter hereof. For the avoidance of doubt, this
Agreement shall not supersede the Split Dollar Agreement, nor shall it amend the
Split Dollar Agreement except to the


                                       12




extent specifically provided herein, nor shall it amend, modify or alter in any
way any existing agreement between the Company and the Executive regarding any
equity interest in the Company, regardless of form.

          11.  PUT/CALL RIGHT.

          (b)  EXECUTIVE'S PUT. In partial consideration of the Executive's
noncompetition covenant pursuant to Section 8(b), at any time following the
Effective Date, the Executive and/or any Permitted Transferee (as defined below)
shall have the right (the "Put Right"), exercisable by delivery of a written
notice (the "Put Notice") to the Company, to require the Company to purchase
all, but not less than all, of the 51,666 Executive Performance Options (the
"Put Options") granted to the Executive pursuant to the Fisher Scientific
International Inc. 1998 Equity and Incentive Plan (the "1998 Option Plan"), for
an aggregate purchase price (the "Put Price") of $5,000,000 in cash, subject to
the provisions of this Section 11. Following receipt of the Put Notice, the
Company shall be required to pay the Put Price to the Executive or the Permitted
Transferee, as applicable, upon the second business day following the first
anniversary of the date the Put Notice is received by the Company; PROVIDED,
that if on such second business day, the Executive is a "covered employee" whose
compensation is subject to the limitation on deductibility imposed by Section
162(m) of the Code, such payment shall be delayed until the first date on which
the Executive is no longer such a "covered employee." For purpose of this
Section 11, "Permitted Transferee" shall mean any heir, executor, administrator,
testamentary trustee, legatee or beneficiary of the Executive and any party who
is a legitimate transferee of the Put Options in accordance with the instruments
governing their transfer. The Company shall pay the Executive interest on the
$5,000,000 cash payment due to the Executive following exercise of the Put Right
at a rate equal to the prime rate published by The Chase Manhattan Bank on the
business day nearest to the date on which the Put Right is exercised, compounded
daily. Such interest shall accrue from the date of exercise until the date the
$5,000,000 payment is made to the Executive, and shall be paid to the Executive
concurrently with such $5,000,000 payment.

          (c)  COMPANY'S CALL RIGHT. Upon termination of the Executive's
employment with the Company for any reason (a "Call Event"), the Company shall
have the right (the "Call Right"), exercisable by delivery of a written notice
(the "Call Notice") to the Executive and any Permitted Transferees who then own
any Put Options within a period of 180 days after the date of occurrence of the
Call Event (subject to extension for up to 12 months in the event the Company is
legally prohibited or contractually prohibited, by virtue of its debt or other
obligations, from exercising its Call Rights) (the "Call Notice Period"), to
require the Executive and any such Permitted Transferees to sell all, but not
less than all, of the Put Options owned by the Executive and such Permitted
Transferees on the date of occurrence of the Call Event at an aggregate price
equal to the Put Price, allocated among the Executive and such Permitted
Transferees (if any) in the


                                       13





same proportions as their ownership of the Put Options. Upon receipt of such
notice the Executive and any such Permitted Transferees shall sell such Put
Options, subject to the terms hereof.

          (d)  CLOSING. The closing of the acquisition by the Company of Put
Options following exercise of the Put Right or the Call Right shall take place
at the principal office of the Company on the tenth business day after the date
of the Put Notice or the Call Notice. At such closing, the Company shall pay the
Put Price by wire transfer to the account or accounts designated by the
Executive or Permitted Transferee, as applicable, in writing to the Company or,
if the Executive or Permitted Transferee, as applicable, fails to designate any
such account, the Company shall deliver a certified check or checks in the
amount of the applicable Put Price to the Executive or such Permitted
Transferee, as applicable, in each case against delivery of duly endorsed
certificates representing such Put Options (to the extent issued in certificated
form).

          IN WITNESS WHEREOF, the Executive has hereunto set the Executive's
hand and, pursuant to the authorization from its Board of Directors, the Company
has caused this Agreement to be executed in its name on its behalf, all as of
the day and year first above written.



                                 /s/ Paul M. Meister
                                 ------------------------------------------
                                 PAUL M. MEISTER


                                 FISHER SCIENTIFIC INTERNATIONAL, INC.

                                 /s/ Kevin P. Clark
                                 ------------------------------------------
                                 By: KEVIN P. CLARK


                                       14

EX-21.1

                                                                    EXHIBIT 21.1

                      FISHER SCIENTIFIC INTERNATIONAL INC.
                            WORLDWIDE SUBSIDIARY LIST



                                                     PERCENTAGE   STATE/COUNTRY
                                                     OWNERSHIP    INCORPORATION
                                                     ----------   -------------
                                                            
Fisher Scientific Company L.L.C...................   100          Delaware
Fisher Scientific Company.........................   100          Canada
Fisher Hamilton L.L.C.............................   100          Delaware
Systems Manufacturing Corporation.................   100          Delaware
Alchematrix LLC...................................   100          Delaware
Fisher Scientific GmbH............................    93.4        Germany
Fisher Scientific of the Netherlands B.V..........   100          Netherlands
Fisher Scientific B.V.............................   100          Netherlands
Fisher Scientific Worldwide Inc...................   100          Delaware
Fisher Scientific Worldwide Holdings C.V..........   100          Netherlands
Fisher Scientific Europe Holdings B.V.............   100          Netherlands
Fisher Clinical Services Holdings Gmbh............   100          Switzerland
Fisher Clinical Services AG.......................   100          Switzerland
Fisher Scientific Belgium Holding B.V.B.A. .......   100          Belgium
Acros Organics B.V.B.A............................   100          Belgium
Fisher Scientific Holding Company.................   100          Delaware
Fisher Scientific Holding U.K., Limited...........   100          United Kingdom
Fisher Scientific U.K., Limited...................   100          United Kingdom
Fisher Scientific The Hague IB.V. ................   100          Netherlands
Fisher Bioblock Scientific S.A.S..................   100          France
Fisher Scientific S.A.S...........................   100          France
FSI Receivables Corp. ............................   100          Delaware
Medical Analysis Systems, Inc. ...................    71          California
Fisher Clinical Services Inc. ....................   100          Pennsylvania
Cole-Parmer Instrument Company....................   100          Illinois

EX-23.1

                                                                    EXHIBIT 23.1

                          INDEPENDENT AUDITORS' CONSENT

         We consent to the incorporation by reference in Registration Statements
No. 333-56979, 333-68052, 33-86830, 333-07391, 333-18563 and 333-28789 of Fisher
Scientific International Inc. on Forms S-8 of our report dated February 1, 2002,
appearing in this Annual Report on Form 10-K of Fisher Scientific International
Inc. for the year ended December 31, 2001.


/s/ DELOITTE & TOUCHE LLP

New York, New York
March 27, 2002