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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/04/13 VWR International, LLC S-4 141:20M Donnelley … Solutions/FA VWR Funding, Inc. VWR, Inc. VWR Management Services, LLC Anachemia Chemicals, LLC Amresco, LLC Anachemia Mining, LLC Sovereign Scientific, LLC BioExpress, LLC |
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 2.60M
Business-Combination Transaction
2: EX-3.1(B) Articles of Incorporation/Organization or Bylaws HTML 42K
3: EX-3.1(C) Articles of Incorporation/Organization or Bylaws HTML 104K
4: EX-3.1(G) Articles of Incorporation/Organization or Bylaws HTML 58K
5: EX-3.1(H) Articles of Incorporation/Organization or Bylaws HTML 53K
6: EX-3.1(I) Articles of Incorporation/Organization or Bylaws HTML 55K
7: EX-3.2(C) Articles of Incorporation/Organization or Bylaws HTML 63K
8: EX-3.2(D) Articles of Incorporation/Organization or Bylaws HTML 63K
9: EX-3.2(I) Articles of Incorporation/Organization or Bylaws HTML 63K
10: EX-3.2(J) Articles of Incorporation/Organization or Bylaws HTML 55K
11: EX-3.2(K) Articles of Incorporation/Organization or Bylaws HTML 73K
12: EX-4.2(C) Instrument Defining the Rights of Security Holders HTML 68K
13: EX-5.1 Opinion of Counsel re: Legality HTML 55K
14: EX-5.2 Opinion of Counsel re: Legality HTML 62K
15: EX-5.3 Opinion of Counsel re: Legality HTML 50K
16: EX-5.4 Opinion of Counsel re: Legality HTML 56K
18: EX-21.1 Subsidiaries List HTML 59K
19: EX-23.5 Consent of Experts or Counsel HTML 41K
20: EX-25.1 Statement re: Eligibility of Trustee -- Form T-1 HTML 133K
or T-2
21: EX-99.1 Miscellaneous Exhibit HTML 146K
22: EX-99.2 Miscellaneous Exhibit HTML 48K
23: EX-99.3 Miscellaneous Exhibit HTML 52K
24: EX-99.4 Miscellaneous Exhibit HTML 62K
17: EX-12.1 Statement re: Computation of Ratios HTML 56K
99: R1 Document and Entity Information HTML 55K
77: R2 Consolidated Balance Sheets HTML 152K
94: R3 Consolidated Balance Sheets (Parenthetical) HTML 56K
103: R4 Consolidated Statements of Operations HTML 88K
129: R5 Consolidated Statements of Comprehensive Income or HTML 97K
Loss
80: R6 Consolidated Statements of Stockholders' Equity HTML 78K
93: R7 Consolidated Statements of Cash Flows HTML 180K
71: R8 Background and Nature of Operations HTML 48K
60: R9 Summary of Significant Accounting Policies HTML 79K
131: R10 New Accounting Standards HTML 50K
105: R11 Goodwill and Other Intangible Assets, net HTML 117K
104: R12 Acquisitions HTML 67K
111: R13 Impairments of Goodwill and Intangible Assets HTML 51K
112: R14 Property and Equipment HTML 57K
109: R15 Accrued Expenses HTML 54K
113: R16 Debt HTML 124K
95: R17 Income Taxes HTML 128K
100: R18 Benefit Programs HTML 193K
107: R19 Share-Based Compensation HTML 68K
140: R20 Financial Instruments and Fair Value Measurements HTML 142K
122: R21 Comprehensive Income or Loss HTML 76K
87: R22 Commitments and Contingencies HTML 71K
106: R23 Transactions with Related Parties HTML 49K
90: R24 Segment Financial Information HTML 101K
50: R25 Quarterly Financial Information HTML 71K
123: R26 Condensed Consolidating Financial Information HTML 429K
136: R27 Valuation and Qualifying Accounts HTML 63K
65: R28 Summary of Significant Accounting Policies HTML 168K
(Policies)
64: R29 Summary of Significant Accounting Policies HTML 55K
(Tables)
69: R30 Goodwill and Other Intangible Assets, net (Tables) HTML 124K
70: R31 Acquisitions (Tables) HTML 48K
72: R32 Property and Equipment (Tables) HTML 58K
39: R33 Accrued Expenses (Tables) HTML 51K
120: R34 Debt (Tables) HTML 86K
84: R35 Income Taxes (Tables) HTML 127K
88: R36 Benefit Programs (Tables) HTML 201K
55: R37 Share-Based Compensation (Tables) HTML 47K
139: R38 Financial Instruments and Fair Value Measurements HTML 137K
(Tables)
31: R39 Comprehensive Income or Loss (Tables) HTML 75K
74: R40 Commitments and Contingencies (Tables) HTML 58K
127: R41 Segment Financial Information (Tables) HTML 97K
52: R42 Quarterly Financial Information (Tables) HTML 68K
63: R43 Condensed Consolidating Financial Information HTML 434K
(Tables)
68: R44 Background and Nature of Operations - Additional HTML 46K
Information (Detail)
78: R45 Summary of Significant Accounting Policies - HTML 63K
Additional Information (Detail)
38: R46 Summary of Significant Accounting Policies - HTML 47K
Foreign Currency Exchange Gains and Losses
Included in Other Income (Expense), Net (Detail)
59: R47 Summary of Significant Accounting Policies - HTML 47K
Percentage of Inventories Determined Using LIFO
Method (Detail)
33: R48 Summary of Significant Accounting Policies - Total HTML 46K
Advertising Expense, Including Amortization of
Capitalized Direct-Response Advertising Costs
(Detail)
125: R49 Goodwill and Other Intangible Assets, net - HTML 65K
Changes in Carrying Value of Goodwill by Segment
(Detail)
51: R50 Goodwill and Other Intangible Assets, net - Gross HTML 60K
Amount of Goodwill and Accumulated Impairment
Losses by Segment (Detail)
121: R51 Goodwill and Other Intangible Assets, net - HTML 70K
Components of Other Intangible Assets (Detail)
56: R52 Goodwill and Other Intangible Assets, net - HTML 57K
Additional Information (Detail)
75: R53 Goodwill and Other Intangible Assets, net - HTML 47K
Amortization Expense (Detail)
32: R54 Goodwill and Other Intangible Assets, net - HTML 60K
Schedule of Estimated Amortization Expense
(Detail)
35: R55 Acquisitions - Additional Information (Detail) HTML 53K
67: R56 Acquisitions - Supplemental Pro-forma Financial HTML 46K
Information of Acquisitions (Detail)
43: R57 Impairments of Goodwill and Intangible Assets - HTML 79K
Additional Information (Detail)
132: R58 Property and Equipment - Property and Equipment, HTML 58K
Net (Detail)
82: R59 Property and Equipment - Depreciation Expense HTML 45K
(Detail)
110: R60 Accrued Expenses - Components of Accrued Expenses HTML 80K
(Detail)
58: R61 Accrued Expenses - Additional Information (Detail) HTML 56K
61: R62 Debt - Additional Information (Detail) HTML 259K
118: R63 Debt - Carrying Value of Debt Obligations (Detail) HTML 58K
114: R64 Debt - Summary of Principal Maturities of Debt HTML 95K
(Detail)
86: R65 Income Taxes - Components of Income (Loss) Before HTML 54K
Income Taxes (Detail)
116: R66 Income Taxes - Components of Income Tax HTML 89K
(Provision) Benefit (Detail)
57: R67 Income Taxes - Additional Information (Detail) HTML 92K
91: R68 Income Taxes - (Provision) Benefit for Income HTML 74K
Taxes in Accompanying Statements of Operations
(Detail)
135: R69 Income Taxes - Deferred Tax Assets and Liabilities HTML 121K
(Detail)
34: R70 Income Taxes - Classification of Deferred Income HTML 63K
Taxes in Consolidated Balance Sheets (Detail)
49: R71 Income Taxes - Changes in Reserve Associated with HTML 62K
Uncertain Tax Positions (Detail)
76: R72 Benefit Programs - Additional Information (Detail) HTML 69K
41: R73 Benefit Programs - Change in Benefit Obligation, HTML 110K
Change in Plan Assets, and Reconciliation of
Funded Status (Detail)
138: R74 Benefit Programs - Amounts Recognized in HTML 62K
Consolidated Balance Sheet (Detail)
53: R75 Benefit Programs - Schedule of Net Periodic HTML 63K
Pension Income (Detail)
44: R76 Benefit Programs - Net Actuarial Losses Included HTML 47K
in Other Comprehensive Income or Loss (Detail)
48: R77 Benefit Programs - Schedule of Assumptions Used in HTML 62K
Determining Net Periodic Pension and Projected
Benefit Obligation (Detail)
36: R78 Benefit Programs - Schedule of Fair Value of Plan HTML 72K
Assets (Detail)
40: R79 Benefit Programs - Schedule of Estimated Benefits HTML 59K
Expected to be Paid (Detail)
101: R80 Benefit Programs - Expenses Incurred Under HTML 53K
Union-Sponsored Plans (Detail)
46: R81 Benefit Programs - Accumulated Postretirement HTML 60K
Benefit Obligation and Weighted Average Discount
Rate Used in Determining Accumulated Benefit
Obligation (Detail)
133: R82 Share-Based Compensation - Additional Information HTML 96K
(Detail)
73: R83 Share-Based Compensation - Carrying Value of HTML 50K
Redeemable Equity Units (Detail)
108: R84 Financial Instruments and Fair Value Measurements HTML 61K
- Information about Financial Assets and
Liabilities Measured at Fair Value on Recurring
Basis (Detail)
115: R85 Financial Instruments and Fair Value Measurements HTML 52K
- Carrying Amounts and Estimated Fair Values of
Debt Instruments (Detail)
45: R86 Financial Instruments and Fair Value Measurements HTML 78K
- Additional Information (Detail)
47: R87 Financial Instruments and Fair Value Measurements HTML 56K
- Derivative Instruments in Statement of Financial
Position at Fair Value (Detail)
130: R88 Financial Instruments and Fair Value Measurements HTML 54K
- Cash Flow Hedges Included in Accumulated Other
Comprehensive Income (Loss) (Detail)
42: R89 Financial Instruments and Fair Value Measurements HTML 51K
- Balance Sheet Classification, Fair Value and
Income Statement Classification of Derivative
Instruments Not Designated as Hedging Instruments
(Detail)
102: R90 Financial Instruments and Fair Value Measurements HTML 77K
- Non-Financial Assets Measured on Non-Recurring
Basis and Impairment Charges Recognized (Detail)
98: R91 Comprehensive Income or Loss - Income Tax Effects HTML 60K
of Components of Comprehensive Income or Loss
(Detail)
119: R92 Comprehensive Income or Loss - Changes in HTML 106K
Components of Accumulated Other Comprehensive
Income or Loss, Net of Tax (Detail)
97: R93 Commitments and Contingencies - Additional HTML 75K
Information (Detail)
81: R94 Commitments and Contingencies - Schedule of Rent HTML 45K
Expense (Detail)
124: R95 Commitments and Contingencies - Schedule of Future HTML 98K
Minimum Lease Payments (Detail)
79: R96 Transactions with Related Parties - Additional HTML 56K
Information (Detail)
54: R97 Segment Financial Information - Additional HTML 47K
Information (Detail)
89: R98 Segment Financial Information - Segment Financial HTML 88K
Information (Detail)
83: R99 Segment Financial Information - Net Sales, HTML 68K
Long-Lived Assets and Total Assets by Geographic
Area (Detail)
66: R100 Quarterly Financial Information - Schedule of HTML 72K
Quarterly Financial Information (Detail)
141: R101 Quarterly Financial Information - Additional HTML 45K
Information (Detail)
117: R102 Condensed Consolidating Financial Information - HTML 45K
Additional Information (Detail)
96: R103 Condensed Consolidating Financial Information - HTML 182K
Condensed Consolidating Balance Sheet (Detail)
37: R104 Condensed Consolidating Financial Information - HTML 130K
Condensed Consolidating Statement of Operations
(Detail)
126: R105 Condensed Consolidating Financial Information - HTML 56K
Condensed Consolidating Statement of Operations
(Parenthetical) (Detail)
134: R106 Condensed Consolidation Financial Information - HTML 136K
Condensed Consolidating Statement of Comprehensive
Income or Loss (Detail)
128: R107 Condensed Consolidating Financial Information - HTML 129K
Condensed Consolidating Statement of Cash Flows
(Detail)
92: R108 Schedule II - Valuation and Qualifying Accounts HTML 56K
(Detail)
137: XML IDEA XML File -- Filing Summary XML 207K
62: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 3.14M
25: EX-101.INS XBRL Instance -- vwr-20121231 XML 4.51M
27: EX-101.CAL XBRL Calculations -- vwr-20121231_cal XML 388K
28: EX-101.DEF XBRL Definitions -- vwr-20121231_def XML 1.71M
29: EX-101.LAB XBRL Labels -- vwr-20121231_lab XML 2.25M
30: EX-101.PRE XBRL Presentations -- vwr-20121231_pre XML 1.94M
26: EX-101.SCH XBRL Schema -- vwr-20121231 XSD 380K
85: ZIP XBRL Zipped Folder -- 0001193125-13-142282-xbrl Zip 357K
| EX-99.4 |
Exhibit 99.4
NOTICE OF GUARANTEED DELIVERY
With respect to the Exchange Offer Regarding the
7.25% Senior Notes due 2017 of VWR Funding, Inc.
THE EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON , 2013 (THE “EXPIRATION DATE”), UNLESS EXTENDED BY VWR FUNDING, INC. TENDERS MAY BE WITHDRAWN PRIOR TO 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THE EXPIRATION DATE.
The Exchange Agent for the Exchange Offer is:
Law Debenture Trust Company of New York
| By Registered Mail or Overnight Carrier: | Facsimile Transmission: (for eligible institutions only) |
By Hand Delivery: | ||
| Law Debenture Trust Company of New York 400 Madison Avenue, 4th Floor Attention: Corporate Trust Services |
Facsimile: (212) 750-1361 | Law Debenture Trust Company of New York 400 Madison Avenue, 4th Floor Attention: Corporate Trust Services | ||
| For information or to Confirm by Telephone: |
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For any questions regarding this Notice of Guaranteed Delivery or for any additional information, you may contact the exchange agent by telephone at (212) 750-6474.
Delivery of this Notice of Guaranteed Delivery to an address other than as set forth above or transmission of this Notice of Guaranteed Delivery via a facsimile transmission to a number other than as set forth above will not constitute a valid delivery.
Registered holders of the 7.25% Senior Notes due 2017 of VWR Funding, Inc. (“VWR”) (together with the guarantees thereof, the “Old Notes”), who wish to tender their Old Notes in exchange for a like aggregate principal amount of VWR’s 7.25% Senior Notes due 2017, which have been registered under the Securities Act of 1933, as amended (the “Securities Act”) (together with the guarantees thereof, the “Exchange Notes”), must use this Notice of Guaranteed Delivery or one substantially equivalent hereto to tender Old Notes pursuant to the Exchange Offer (as defined below) if: (1) their Old Notes are not immediately available or (2) they cannot deliver their Old Notes (or a confirmation of book-entry transfer of Old Notes into the account of the Exchange Agent at The Depository Trust Company), the Letter of Transmittal or any other documents required by the Letter of Transmittal to the Exchange Agent prior to 12:00 midnight, New York City time, on the Expiration Date or (3) they cannot complete the procedure for book-entry transfer on a timely basis. This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission or mail to the Exchange Agent. See “Exchange Offer—Procedures for Tendering Old Notes” in the prospectus dated , 2013 (as it may be amended or supplemented from time to time, the “Prospectus”), which together with the accompanying letter of transmittal (the “Letter of Transmittal”) constitutes the offer to exchange (the “Exchange Offer”) of VWR.
Ladies and Gentlemen:
The undersigned hereby tenders the principal amount of Old Notes indicated below pursuant to the guaranteed delivery procedures set forth in the Prospectus and the Letter of Transmittal, upon the terms and subject to the conditions contained in the Prospectus and the Letter of Transmittal, receipt of which is hereby acknowledged.
All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death or incapacity of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.
The undersigned hereby tenders the Old Notes listed below:
| Certificate Number(s) (If Known) of Old Notes or if Old Notes will be Delivered by Book-Entry Transfer at the Depositary Trust Company, Insert Account No. |
Aggregate Principal Amount Represented by Old Notes |
Aggregate Principal Amount of Old Notes Being Tendered* | ||
| * | Must be in minimum denominations of $2,000 and integral multiples of $1.00 in excess thereof. |
2
PLEASE COMPLETE AND SIGN
Signature(s) of Registered Holder(s) or Authorized Signatory:
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| Telephone No. (Including Area Code): |
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This Notice of Guaranteed Delivery must be signed by the registered holder(s) exactly as their name(s) appear(s) on certificate(s) for notes or on a security position listing as the owner of notes, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information:
Please print name(s) and address(es):
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3
DO NOT SEND NOTES WITH THIS FORM. NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL OR PROPERLY TRANSMITTED AGENT’S MESSAGE.
THE GUARANTEE BELOW MUST BE COMPLETED
GUARANTEE
(Not To Be Used for Signature Guarantee)
The undersigned, an “eligible guarantor institution” within the meaning of Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended, hereby guarantees that the notes to be tendered hereby are in proper form for transfer (pursuant to the procedures set forth in the prospectus under “Exchange Offer — Procedures for Tendering Senior Notes — Guaranteed Delivery Procedures”), and that the exchange agent will receive (a) such notes, or a book-entry confirmation of the transfer of such notes into the exchange agent’s account at The Depository Trust Company, and (b) a properly completed and duly executed letter of transmittal (or facsimile thereof) with any required signature guarantees and any other documents required by the letter of transmittal, or a properly transmitted agent’s message, within three New York Stock Exchange, Inc. trading days after the date of execution hereof.
The eligible guarantor institution that completes this form must communicate the guarantee to the exchange agent and must deliver the letter of transmittal, or a properly transmitted agent’s message, and notes, or a book-entry confirmation in the case of a book-entry transfer, to the exchange agent within the time period described above. Failure to do so could result in a financial loss to such eligible guarantor institution.
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