<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                            ------------------------

                                 SCHEDULE 14D-9
                      SOLICITATION/RECOMMENDATION STATEMENT
                       PURSUANT TO SECTION 14(D)(4) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                            ------------------------

                               BIOWHITTAKER, INC.
                            (NAME OF SUBJECT COMPANY)

                               BIOWHITTAKER, INC.
                      (NAME OF PERSON(S) FILING STATEMENT)

                     COMMON STOCK, PAR VALUE $0.01 PER SHARE
                             (AND ASSOCIATED RIGHTS)
                         (TITLE OF CLASS OF SECURITIES)

                            ------------------------

                                   09066T 108
                     ((CUSIP) NUMBER OF CLASS OF SECURITIES)

                            ------------------------

                             F. DUDLEY STAPLES, ESQ.
                                 GENERAL COUNSEL
                               BIOWHITTAKER, INC.
                              8830 BIGGS FORD ROAD
                           WALKERSVILLE, MD 21793-0127
                                 (301) 898-7025
            (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
                TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF
                       OF THE PERSON(S) FILING STATEMENT)

                            ------------------------

                                 WITH A COPY TO

                               ARIEL VANNIER, ESQ.
                   VENABLE, BAETJER, HOWARD & CIVILETTI, LLP
                            1201 NEW YORK AVENUE. NW
                            WASHINGTON, DC 20005-3917



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ITEM 1.  SECURITY AND SUBJECT COMPANY.

     The  name  of  the  Subject  Company  is  BioWhittaker,  Inc.,  a  Delaware
corporation (the "Company"),  and the address of its principal executive offices
is 8830 Biggs Ford Road,  Walkersville,  MD 21793-0127.  The title of the equity
securities to which this Solicitation/Recommendation Statement on Schedule 14D-9
(this  "Statement")  relates is the Company's  Common Stock, par value $0.01 per
share (the  "Common  Stock"),  and the  associated  rights to purchase  Series A
Participating  Cumulative  Preferred  Stock,  par value $0.1 (the  "Rights" and,
together with the Common Stock, the "Shares").

ITEM 2.  TENDER OFFER OF THE BIDDER.

     This  Statement  relates  to the  tender  offer  (the  "Offer")  made by BW
Acquisition  Corporation,  a Delaware  corporation (the  "Purchaser"),  a wholly
owned  subsidiary of Cambrex  Corporation,  a Delaware  corporation  ("Parent"),
disclosed in the Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1")
dated August 28, 1997, to purchase all of the  outstanding  Shares at a price of
$11.625 per Share,  net to the seller in cash,  without  interest  thereon  (the
"Offer  Price"),  upon the terms and subject to the  conditions set forth in the
Offer to  Purchase  dated  August 28, 1997 (the  "Offer to  Purchase"),  and the
related  Transmittal Letter (the Schedule 14D-1, Offer to Purchase,  Transmittal
Letter and  related  documents,  together  with any  amendments  or  supplements
thereto,   are  sometimes   collectively   referred  to  herein  as  the  "Offer
Documents").  A copy of the  Offer to  Purchase  is filed as  Exhibit  1 to this
Statement.

     According to the Schedule 14D-1, the principal  executive offices of Parent
and the Purchaser are located at One  Meadowland  Plaza,  East  Rutherford,  NJ,
07073.

     The Offer is being made  pursuant to an Agreement  and Plan of Merger dated
as of August  22,  1997 (the  "Merger  Agreement"),  by and  among  Parent,  the
Purchaser and the Company.  A copy of the Merger Agreement is filed as Exhibit 2
to this Statement.

ITEM 3.  IDENTITY AND BACKGROUND.

     (a) The name and  business  address  of the  Company,  which is the  person
filing  this  Statement,  are set forth in Item 1 above,  which  information  is
incorporated herein by reference.

     (b) Except as set forth in this Item 3(b) or in the  Information  Statement
attached to this Schedule 14-D as Annex A (the  "Information  Statement") to the
knowledge  of the  Company,  as of  the  date  hereof,  there  are  no  material
contracts, agreements, arrangements or understandings and no actual or potential
conflicts of interest between the


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Company  and its  affiliates  and  (1)  the  Company,  its  executive  officers,
directors  and  affiliates  or (2) Parent or the  Purchaser or their  respective
executive officers,  directors or affiliates. The Information Statement is being
furnished  to the  Company's  stockholders  pursuant  to  Section  14(f)  of the
Securities Exchange Act of 1934 (the "Exchange Act") and Rule 14f-1 issued under
the Exchange Act in connection with the Purchaser's right (after consummation of
the Offer) to designate persons to be appointed to the Board of Directors of the
Company  other  than  at a  meeting  of the  stockholders  of the  Company.  The
Information Statement is hereby incorporated by reference.

  (B)(1)  CERTAIN ARRANGEMENTS BETWEEN THE COMPANY AND CERTAIN OF ITS
DIRECTORS,
          EXECUTIVE OFFICERS AND AFFILIATES

     Funding of SERP

     Prior to  execution of the Merger  Agreement,  the Company  terminated  the
trust that funds the BioWhittaker Inc.  Supplemental  Executive  Retirement Plan
(the  "SERP")  (the  "Original  SERP  Trust")  and  immediately   established  a
replacement trust for the SERP (the "Replacement SERP Trust").  The terms of the
Replacement SERP Trust are substantially identical to those of the Original SERP
Trust. In May 1996, the Company  voluntarily funded the Original SERP Trust with
300,000  Shares.  In connection  with the termination of the Original SERP Trust
and establishment of the Replacement SERP Trust, 179,656 Shares were returned to
the Company and canceled,  and the remaining  120,344 Shares were transferred to
the Replacement SERP Trust.


  Stock Options; Equity-based Plans

     Pursuant to the Merger  Agreement,  all  options to purchase  shares of the
Company's Common Stock  outstanding  immediately  prior to the Effective Time of
the Merger (as defined in the Merger Agreement),  including, without limitation,
options  outstanding  pursuant  to the  Company's  1994  Stock  Option  Plan for
Non-Employee  Directors  and its 1991  Long-Term  Stock  Incentive  Plan will be
canceled in exchange for  consideration  ("Option  Consideration")  equal to the
product of (i) the number of Shares  previously  subject to options and (ii) the
excess if any, of the Merger  Consideration (as defined in the Merger Agreement)
over the exercise price for such Shares under such options.

     The Company has agreed, pursuant to the Merger Agreement and subject to the
payment of the Option  Consideration,  effective as of the Effective Time of the
Merger,  to cause to be terminated each stock option or other  equity-based plan
maintained with respect to any Shares (or rights in respect  thereof) other than
the  BioWhittaker,  Inc.  Savings & Stock  Investment Plan (the "BSSIP") and the
SERP.




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  Assumption of Change of Control Employment Agreements

     The Company has Change of Control Employment Agreements ("Change of Control
Agreements")  with Thomas  Winkler,  Philip L.  Rohrer,  Jr.,  Leif Olsen and F.
Dudley Staples, Jr. (each, an "Executive" and, collectively,  the "Executives").
A copy of the form of Change of Control Agreement dated March 11, 1997,  entered
into by the Company  with each of the  Executives  is filed as Exhibit 6 to this
Statement.  In connection with the Merger Agreement,  and in accordance with the
terms of these agreements, Parent and the Purchaser have agreed to assume in all
respects  the  obligations  of the  Company  pursuant  to the  Change of Control
Agreements.

  Employment Letters

     Each of the Executives who is a party to a Change of Control Agreement, and
Noel L.  Buterbaugh,  the President and Chief  Executive  Officer of the Company
(each, a "Senior Executive" and,  collectively,  the "Senior  Executives"),  has
entered into a letter agreement (each an "Employment Letter" and,  collectively,
the "Employment  Letters") with Parent  concerning their  respective  employment
relationships  following completion of the acquisition of the Company by Parent.
Copies of the forms of Employment  Letters  applicable to the  Executives and of
Mr.  Buterbaugh's  Employment  Letter  are  filed as  Exhibits  7(a)  and  7(b),
respectively,  to this  Statement.  The  Employment  Letters with respect to the
Executives  provide that the terms of such Employment Letters will apply, to the
extent  that the terms and  conditions  thereof are not covered by the Change of
Control Agreements and upon expiration of those Agreements and Mr.  Buterbaugh's
Employment  Letter provides that its terms and conditions will apply  commencing
upon completion of the acquisition of the Company by Parent.

     Each of the  Employment  Letters  provides  for (i) an  annual  salary at a
stated rate,  subject to annual review;  (ii)  participation  in, and receipt of
bonuses through,  Parent's Earnings  Improvement  Program,  with 1998 bonuses at
least equal to the Senior  Executive's  bonus target  award under the  Company's
1997 Management Incentive Compensation Plan; (iii) the grant of options pursuant
to Parent's 1996 Performance Stock Option Plan; (iv) continued  participation in
and receipt of benefits under existing welfare benefit plans (including medical,
prescription,  dental, disability,  life insurance and similar plans) or similar
plans of Parent  which,  in the  aggregate  will  provide a similar  quality  of
benefits;  (v)  continued  accrual  of  benefits  under  the  Company's  defined
contribution  plans,  SERP and BSSIP,  as applicable;  and (vi)  continuation of
reasonable  fringe benefits.  In addition,  each of the Employment  Letters also
provides  that upon any  termination  of the Senior  Executive's  employment  by
Parent (not including  death or  disability)  other than for Cause (as defined),
the Senior  Executive  is entitled to a severance  payment  equal to his monthly
base salary for up to 12 months from the date of  separation or until he secures
other employment, whichever occurs first.




<PAGE>



     The   Employment   Letters  also  contain   certain   non-competition   and
non-solicitation  provisions  applicable for a period of two years following the
date of termination of each Senior Executive's  employment by the Parent for any
reason.

  Indemnification Arrangements

     The Company is a Delaware  corporation.  The General Corporation Law of the
State of  Delaware  (the  "DGCL")  generally  provides  that a  corporation  may
indemnify an officer or director who was, is or is threatened to be made a party
to any threatened,  pending or completed action by reason of the fact that he is
or was a  director,  officer or  employee of the  corporation  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually  and  reasonably  incurred if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable cause to believe his conduct was unlawful.

     The Certificate of  Incorporation  of the Company,  provides that no person
shall be  personally  liable to the  Company or its  stockholders  for  monetary
damages for breach of  fiduciary  duty as a director,  except to the extent such
exemption from liability or limitation  thereof is not permitted  under Delaware
law. In  addition,  the  Certificate  provides  that each person who was or is a
party or is threatened to be made a party to, or is involved in any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative,  arbitrative or investigative (a "Proceeding"), by reason of the
fact that such person is or was a director or officer of the  Company,  shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the  DGCL,  including  against  all  expenses  incurred  in  connection  with  a
Proceeding in advance of its final  disposition to the fullest extent  permitted
by the DGCL.

     The Company maintains a directors' and officers' liability insurance policy
to insure  directors and officers  against  losses  resulting from wrongful acts
committed by them in their  capacities as officers and directors of the Company,
including liabilities arising under the Securities Act.

     The  Merger  Agreement  provides  that all  rights to  indemnification  and
exculpation  from  liabilities  for  acts or  omissions  occurring  prior to the
Effective  Time of the  Merger  currently  existing  in favor of the  current or
former directors or officers of the Company and its subsidiaries, as provided in
their  respective   certificates  of  incorporation,   by-laws,  (or  comparable
organizational documents) and indemnification agreements will survive the Merger
and  continue  in full  force and effect for a period of not less than six years
from the Effective Time. The Merger Agreement also obligates the Parent to cause
to be maintained for a period of six years from the Effective Time the Company's
current  directors' and officers'  insurance and  indemnification  policy to the
extent that it provides coverage for events occurring prior to the Effective


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     Time ("D&O  Insurance")  for all persons who were directors and officers of
the Company on the date of the Merger  Agreement,  so long as the annual premium
therefor is not in excess of 200% of the last annual  premium  paid prior to the
date of the Merger Agreement (the "Maximum Premium"); provided, however, that in
lieu of maintaining such existing D&O Insurance, Parent may cause coverage to be
provided  under any policy  maintained  for the  benefit of Parent or any of its
subsidiaries or any policy  specifically  obtained for that purpose,  so long as
the terms  thereof  are no less  advantageous  to the  covered  person  than the
existing D&O Insurance.  If the existing D&O Insurance expires, is terminated or
canceled,  Parent is  obligated  to use all  reasonable  efforts  to cause to be
obtained for the remainder of the six-year  period  following the Effective Time
of the Merger as much D&O  Insurance as can be obtained for the remainder of the
period,  on terms and conditions no less advantageous to the covered person than
the existing D&O Insurance.

(B)(2) CERTAIN ARRANGEMENTS BETWEEN AND AMONG PARENT, THE PURCHASER
AND CERTAIN
       DIRECTORS, EXECUTIVE OFFICERS AND AFFILIATES OF THE COMPANY.

     On August 22, 1997, the Company,  Parent and the Purchaser entered into the
Merger  Agreement.  Concurrently  therewith,  Parent,  the Purchaser and each of
Anasco GmbH, and Messrs. Joseph Alibrandi,  Buterbaugh,  Winkler, Rohrer, Olsen,
and  Staples  entered  into a  Stockholders  Agreement  (described  below).  The
following  summaries of agreements  are qualified in their entirety by reference
to the full text of these agreements.

  The Merger Agreement

     The Offer. The Merger  Agreement  provides that the Purchaser will commence
the Offer and that,  upon the terms and  subject  to the prior  satisfaction  or
waiver of the  conditions of the Offer,  the Purchaser  will purchase all Shares
validly tendered  pursuant to the Offer. The Merger Agreement  provides that the
Purchaser may, in its sole discretion waive, in whole or in part, at any time or
from time to time,  any  condition,  increase the price per Share payable in the
Offer,  or make any other  changes  in the terms and  conditions  of the  Offer,
provided  that the  Purchaser  has agreed that it will not,  without the written
consent of the  Company,  (a) reduce the number of Shares  subject to the Offer,
(b) reduce the Offer Price,  (c) add to the conditions to the Offer set forth in
the Merger Agreement, (d) modify the form of consideration payable in the Offer,
(e)  increase the Minimum  Condition  (which is defined as that number of Shares
which,  together with the Option Shares, would represent in excess of 50% of all
outstanding Shares determined on a fully diluted basis on the date of purchase),
or (f) amend the  conditions  to the Offer or any other term of the Offer in any
manner materially  adverse to the holders of Shares.  The Purchaser has reserved
the  right  (but is not  obligated  to),  subject  to the  terms  of the  Merger
Agreement  and the  applicable  rules  and  regulations  of the  Securities  and
Exchange Commission (the  "Commission"),  extend the period of time during which
the Offer is open, and thereby delay payment for


<PAGE>



 the Shares, and to amend the Offer.  Purchaser,  subject only to the conditions
of the Offer,  shall  accept for payment and pay for the Shares  which have been
validly  tendered  and not  withdrawn  pursuant  to the  Offer  as soon as it is
permitted  to do so  under  applicable  law.  The  Purchaser  has the  right  to
terminate  the Offer if, on or before  October 31, 1997 and without fault of the
Purchaser, the conditions to the Offer have not been met.

     The Merger.  The Merger Agreement  provides that following the satisfaction
or waiver of the conditions  described  below under  "Conditions to the Merger",
and  as  promptly  as  practicable  following  consummation  of the  Offer,  the
Purchaser  will be merged with and into the Company,  and each then  outstanding
Share (other than Shares owned by the Company,  any  subsidiary  of the Company,
Parent,  the Purchaser,  any other subsidiary of Parent or by  stockholders,  if
any,  who are  entitled to and who  properly  exercise  appraisal  rights  under
Delaware  law) will be  converted  into the right to  receive  an amount in cash
equal to the price per Share paid pursuant to the Offer.

     The Company shall be the surviving entity in the Merger and the name of the
surviving company shall be "BioWhittaker  Inc." The Certificate of Incorporation
and Bylaws of the Company shall remain those of the surviving company.

     The Merger  Agreement  also provides that the directors of the Purchaser at
the effective time of the Merger (the "Effective Time") will be the directors of
the surviving corporation, and the officers of the Company at the Effective Time
will be the  officers  of the  surviving  corporation,  until  their  respective
successors are duly elected or appointed and qualified.

     The Merger  Agreement  provides  that  promptly  upon the  purchase  by the
Purchaser of the Shares pursuant to the Offer and from time to time  thereafter,
the  Purchaser  shall be  entitled  to  designate  up to the  minimum  number of
directors  of the  Company  necessary  in order for the result  (expressed  as a
fraction) derived by dividing the number of directors so designated by the total
number of directors to be at least equal to the result (expressed as a fraction)
derived by dividing the Shares then held by the Purchaser by the total number of
Shares then outstanding,  provided,  however, that until the consummation of the
Merger, the Board of Directors of the Company will have at least two Independent
Directors.  Subject to applicable law, the Company has agreed to take all action
requested by Parent necessary to effect any such election,  including mailing to
its stockholders the Information  Statement  containing the information required
by Section  14(f) of the  Exchange  Act and Rule 14f-1  promulgated  thereunder,
which Information Statement is attached as Annex A hereto. The term "Independent
Director"  means a director  of the  Company  who is (i) not  designated  by the
Purchaser nor otherwise  affiliated  with Parent or the  Purchaser,  (ii) not an
employee or the Chairman of the Company or any of its  subsidiaries and (iii) is
not affiliated with Anasco.

     Following the election or appointment of the  Purchaser's  designees to the
Board, any amendment to the Merger Agreement or the Certificate of Incorporation


<PAGE>



     or By-laws of the Company,  any termination of the Merger  Agreement by the
Company,  and any extension of time for performance,  or waiver of rights, under
the Merger  Agreement will require the  concurrence of a majority of Independent
Directors.

     Company Stock Options.  Immediately  prior to the Effective Time, each then
outstanding option to purchase Shares (a "Company Stock Option"), whether or not
then  vested and  exercisable,  shall be  canceled  in  exchange  for a right to
receive payment within 15 days of an amount in cash (less applicable withholding
taxes)  equal to the product of (i) the number of Shares  previously  subject to
such Company Stock Option  multiplied  by (ii) the excess,  if any, of the price
per Share paid  pursuant to the Offer over the  exercise  price per Share of the
Share previously subject to such Company Stock Option.

     Stockholder's Meeting.  Pursuant to the Merger Agreement, the Company will,
if required by  applicable  law in order to  consummate  the Merger,  as soon as
practicable  following the consummation of the Offer, duly call, give notice of,
convene and hold a meeting of its  stockholders  (the "Meeting") for the purpose
of considering and taking action upon the Merger Agreement.  The Proxy Statement
shall include the  recommendation  of the Board that stockholders of the Company
vote in favor of the  approval  and  adoption  of the Merger  Agreement  and the
transactions  contemplated thereby (provided,  however, that such recommendation
may be modified or withdrawn as provided in the Merger Agreement).

     Conditions  to  the  Merger.   The  Merger  Agreement   provides  that  the
obligations  of Parent,  the Purchaser and the Company to consummate  the Merger
are subject to the satisfaction of certain conditions,  including the following:
(a) the  Purchaser  shall  have  purchased  all  Shares  duly  tendered  and not
withdrawn  pursuant to the terms of the Offer and subject to the terms  thereof;
provided  that the  obligation  of the  Parent and the  Purchaser  to effect the
Merger shall not be  conditioned  on the  fulfillment  of such  condition if the
failure of the Purchaser to purchase the Shares pursuant to the Offer shall have
constituted  a  breach  of  the  Offer  or of  the  Merger  Agreement;  (b)  the
consummation  of the  Merger  shall not be  precluded  by any  order,  decree or
injunction of a court of competent jurisdiction (each party having agreed to use
its best  efforts to have any such order  reversed or  injunction  lifted),  and
there shall not have been any action  taken or any law enacted,  promulgated  or
deemed applicable to the Merger by any court,  governmental agency or regulatory
or administrative authority, foreign or domestic (each, a "Governmental Entity")
that makes consummation of the Merger illegal; (c) if required by Certificate of
Incorporation  and  By-Laws of the Company  and the DGCL,  the Merger  Agreement
shall have been approved and adopted by the  affirmative  vote of the holders of
the  requisite   number  of  Shares  in  accordance   with  the  Certificate  of
Incorporation  and By-Laws of the Company and the DGCL;  and (d) any  applicable
waiting  period  under the HSR Act shall have  expired or been  terminated.  The
Merger  Agreement also provides that the obligations of Parent and the Purchaser
to consummate the Merger are subject to the following additional conditions: (a)


<PAGE>



     the  Company  shall  have  performed  all of its  material  agreements  and
covenants contained in the Merger Agreement required to be performed on or prior
to the  Effective  Time and the  representations  and  warranties of the Company
contained  in the Merger  Agreement  shall be true and  correct in all  material
respects  on and as of (i)  the  date  made  and  (ii)  except  in the  case  of
representations  and  warranties  expressly  made  solely  with  reference  to a
particular  date, the effective time of the Merger and (b) the Company shall not
have  received  notice  from  the  holder  or  holders  of more  than 10% of the
outstanding  Shares,  determined on a fully diluted  basis,  that such holder or
holders have exercised or intend to exercise its or their appraisal rights under
Section 262 of the DGCL.

     As used herein, "Material Adverse Effect" means, with respect to any person
or entity,  a material  adverse  effect on the  business,  assets,  liabilities,
operations  or condition  (financial  or otherwise) of such person or entity and
its subsidiaries, taken as a whole.

     Termination of the Merger Agreement. The Merger Agreement may be terminated
at any time prior to the effective time of the Merger, whether prior to or after
approval  of the  terms  of the  Merger  Agreement  by the  stockholders  of the
Company:

          (1) by the mutual written consent of Parent, the Purchaser and the
     Company;

          (2) by either the Parent or the Company  if, on or before  October 31,
     1997 and without fault of such terminating party,  Purchaser shall not have
     purchased  in the Offer  such  number of Shares  which,  together  with the
     number of Option  Shares (as  defined  below)  subject to the  Stockholders
     Agreement,  represents  in excess of 50% of the  Shares on a fully  diluted
     basis, or the Merger shall not have been  consummated on or before November
     30,  1997,  provided,  however,  that the  right to  terminate  the  Merger
     Agreement is not  available  (i) to any party whose  failure to fulfill any
     obligation  under the Merger  Agreement  has been the cause of, or resulted
     in, the  failure of the Offer or the Merger to have  occurred  on or before
     the aforesaid date;



          (3) by either the Parent or the Company if the Offer  shall  expire or
     terminate  in  accordance  with its terms  without  any Shares  having been
     purchased  thereunder  and, in the case of termination  by the Parent,  the
     Purchaser  shall  not have been  required  by the terms of the Offer or the
     Merger Agreement to purchase any Shares pursuant to the Offer;

          (4) by the Company if the Purchaser shall not timely commence the
     Offer as provided in the Merger Agreement;



<PAGE>



          (5) if approval by the Company's  stockholders  is required by law, by
     either  the  Purchaser  or the  Company  if,  upon a vote of the  Company's
     stockholders, such stockholder approval shall not have been obtained;

          (6)  unilaterally  by the  Purchaser  or the  Company (i) if the other
     fails to perform any material covenant or agreement in any material respect
     in the Merger  Agreement,  and does not cure the  failure  in all  material
     respects  within 30  business  days after the  terminating  party  delivers
     written  notice of the  alleged  failure  or (ii) if any  condition  to the
     obligations  of that  party is not  satisfied  (other  than by  reason of a
     breach  by that  party of its  obligations  hereunder),  and it  reasonably
     appears that the condition cannot be satisfied prior to November 30, 1997;

          (7) by either the  Purchaser or the Company if either is prohibited by
     an order or injunction (other than an order or injunction on a temporary or
     preliminary   basis)  of  a  court  of  competent   jurisdiction  or  other
     Governmental Entity from consummating the Offer or the Merger and all means
     of appeal and all appeals from such order or  injunction  have been finally
     exhausted;

          (8) by the  Purchaser if the Board of  Directors of the Company  shall
     have  withdrawn  or  modified,  or resolved  to withdraw or modify,  in any
     manner which is adverse to Parent or the Purchaser,  its  recommendation or
     approval of the Merger or the Merger  Agreement;  provided,  however,  that
     such a  termination  shall  not  become  effective  if,  as a result of the
     Company's receipt of a proposal for an Acquisition  Transaction (as defined
     under "Takeover  Proposals") from a third party, the Company, in accordance
     with the Merger Agreement,  withdraws or modifies,  or resolves to withdraw
     or modify,  in any manner which is adverse to Parent or the Purchaser,  its
     recommendation  or  approval of the Merger or the Merger  Agreement  and if
     within ten business days of taking and disclosing to its  stockholders  the
     aforementioned  position the Company publicly reconfirms its recommendation
     of the transactions contemplated by the Merger Agreement; or

          (9) by the Company if (i) the Board of Directors of the Company  shall
     have determined in good faith, based on the advice of outside counsel, that
     it is  necessary,  in order to  comply  with its  fiduciary  duties  to the
     Company's  stockholders  under  applicable  law,  to  terminate  the Merger
     Agreement  to enter into an agreement  with  respect to or to  consummate a
     transaction  constituting a Superior  Proposal (as defined under  "Takeover
     Proposals"),  (ii) the  Company  shall have given  notice to the  Purchaser
     advising the  Purchaser  that the Company has received a Superior  Proposal
     from a third party, specifying the material terms and conditions (including
     the identity of the third party) and that the Company  intends to terminate
     the Merger Agreement, (iii) either (A) the Purchaser shall not have revised
     its proposal for an Acquisition  Transaction  within two business days from
     the time on which such  notice is deemed to have been  given to Parent,  or
     (B) if the Purchaser within such period shall have revised its proposal for


<PAGE>



     an Acquisition  Transaction,  the Board of Directors of the Company,  after
     receiving  advice  from  the  Company's   financial  advisor,   shall  have
     determined  in its good faith  reasonable  judgment  that the third party's
     proposal for an  Acquisition  Transaction  is superior to Parent's  revised
     proposal for an Acquisition  Transaction and (iv) the Company,  at the time
     of such  termination,  pays the Expenses and the  Termination  Fee (each as
     defined under "Fees and Expenses" below).

     Takeover  Proposals.  The Merger Agreement  provides that the Company shall
not,  shall not permit any of its  subsidiaries  to, and shall not  authorize or
permit any officer,  director or employee or any  investment  banker,  attorney,
accountant  or other  advisor  or  representative  of the  Company or any of its
subsidiaries to, directly or indirectly,  except as otherwise  described in this
Section on "Takeover Proposals" (i) initiate, solicit, negotiate,  encourage, or
provide confidential  information to facilitate any proposal or offer to acquire
all or any  substantial  part of the business and  properties of the Company and
its  subsidiaries,  taken as a whole,  or beneficial  ownership  (as  determined
pursuant to Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the
capital  stock of the  Company,  whether by merger,  purchase of assets,  tender
offer or otherwise,  whether for cash,  securities or any other consideration or
combination  thereof (such transactions being referred to herein as "Acquisition
Transactions"),  (ii) enter into any agreement  with respect to any  Acquisition
Transaction  or give any approval of the type referred to in the next  paragraph
below with respect to any  Acquisition  Transaction or (iii)  participate in any
discussions  regarding,  or take any other action to facilitate any inquiries or
the making of any proposal  that  constitutes  or may  reasonably be expected to
lead to any Acquisition  Transaction.  Notwithstanding the immediately preceding
sentence,  the Company and its  subsidiaries  may,  prior to the approval of the
Merger Agreement by the Company's  stockholders,  in response to any unsolicited
proposal for an  Acquisition  Transaction,  furnish  information  concerning its
business, properties or assets to the corporation,  partnership, person or other
entity or group (a "Potential Acquiror") making such proposal for an Acquisition
Transaction and participate in negotiations  with the Potential  Acquiror if (x)
the  Company's  Board of Directors  after  consultation  with one or more of its
independent  financial advisors, is of the reasonable belief that such Potential
Acquiror  has the  financial  wherewithal  to  consummate  such  an  Acquisition
Transaction,  (y) the Company's Board of Directors reasonably determines,  after
receiving  advice from the  Company's  financial  advisor,  that such  Potential
Acquiror has submitted a proposal for an Acquisition  Transaction  that involves
consideration  to the  Company's  stockholders  and other  terms that taken as a
whole are  superior to the Merger,  and (z) based upon advice of counsel to such
effect,  the  Company's  Board of Directors  determines in good faith that it is
necessary to so furnish  information  and  negotiate in order to comply with its
fiduciary duty to stockholders  of the Company.  The Merger  Agreement  provides
that in the event the Company  shall  determine  to provide any  information  as
described  above,  or shall  receive  any offer of the type  referred to in this
subsection or shall  receive or become aware of any other  proposal to acquire a
substantial part of the business and properties of the Company and its


<PAGE>



 subsidiaries,  taken as a whole, or to acquire a substantial  amount of capital
stock of the Company, it shall promptly inform Parent orally as to the fact that
information  is to be provided  and shall  furnish to Parent the identity of the
recipient of such information and/or the proponent of such offer or proposal and
a description of the material  terms  thereof.  The Company is also obligated to
keep  Parent  fully  informed  of the  status and  material  details of any such
proposed  Acquisition  Transaction or other transaction  (including any material
amendments or material  proposed  amendments  of any such  proposed  Acquisition
Transaction or other transaction).

     The Merger  Agreement  also provides that neither the Board of Directors of
the Company nor any committee thereof (x) shall withdraw or modify or propose to
withdraw  or  modify,  in  any  manner  adverse  to  Parent,   the  approval  of
recommendation of such Board of Directors or such committee of the Merger or (y)
approve or recommend,  or propose to approve or  recommend,  any proposal for an
Acquisition  Transaction  except,  in each case, in  connection  with a Superior
Proposal.  As used  herein,  the  term  "Superior  Proposal"  means a bona  fide
proposal to acquire,  directly or indirectly,  for  consideration  consisting of
cash and/or  securities,  more than 50% of the Shares then outstanding or all or
substantially  all  the  assets  of the  Company,  provided  (i)  such  proposed
transaction  satisfies  the tests set forth in clauses  (x),  (y) and (z) of the
second  sentence of the  immediately  preceding  paragraph and (ii) the Board of
Directors determines,  in its good faith reasonable judgment, that such proposed
transaction is reasonably likely to be consummated without undue delay.

     Fees and Expenses. The Merger Agreement provides that the Company will pay,
or cause  to be  paid,  in same day  funds  to  Parent  the sum of (x)  Parent's
Expenses (as defined  below) and (y)  $4,125,000  (the  "Termination  Fee") upon
demand if (i) the Company terminates the Merger Agreement in accordance with the
provision described in paragraph (9) under "Termination of Merger Agreement". In
addition,  the Company will pay or cause to be paid in same day funds to Parent,
the sum of  Parent's  Expenses  and the  Termination  Fee upon demand if (i) the
Purchaser  terminates  the Merger  Agreement in accordance  with the  provisions
described in paragraphs (6) or (8) under  "Termination  of Merger  Agreement" at
any time after a proposal for an Acquisition Transaction has been made, (ii) the
Company or the Purchaser  terminates the Merger Agreement in accordance with the
provisions  described in paragraphs (2), (3) or (5) under "Termination of Merger
Agreement" at any time after a proposal for an Acquisition  Transaction has been
made, or (iii) the Purchaser  terminates the Merger Agreement in accordance with
the  provision  described  in paragraph  (6)(ii)  under  "Termination  of Merger
Agreement" at any time after a proposal for an Acquisition  Transaction has been
made  and,  within  nine  months  after  any  termination  referred  to  in  the
immediately  preceding  clauses (i), (ii) or (iii) of this sentence,  the person
that made the proposal for an Acquisition  Transaction (or an affiliate thereof)
completes a merger, consolidation or other business combination with the Company
or a  subsidiary  of the  Company,  or the  purchase  from the Company or from a
subsidiary  of the  Company  of 30% or more  (in  voting  power)  of the  voting
securities of the Company or of 30% or more (in market value)


<PAGE>



 of the assets of the Company and its  subsidiaries,  on a  consolidated  basis;
provided  that the Company will not have any such  obligations  if the Purchaser
terminates the Merger  Agreement in accordance  with the provision  described in
paragraph  (6)(ii) under  "Termination  of Merger  Agreement" as a result of the
failure of a condition to be satisfied unless the reason for the failure of such
condition to be satisfied is  reasonably  related to the making of such proposal
for an  Acquisition  Transaction  by the person that  ultimately  consummated  a
transaction  with the Company.  "Expenses"  shall mean reasonable and reasonably
documented  out-of-pocket  fees and expenses incurred or paid by or on behalf of
Parent in connection with the Offer and the Merger or the consummation of any of
the  transactions  contemplated  by the  Merger  Agreement  (including,  without
limitation,  the fees and  expenses of one counsel  representing  the  financial
institutions  providing  financing to the Purchaser and all fees and expenses of
Parent's  investment  banking  firm),  provided  that all such Expenses for this
purpose shall not exceed $1.2 million in the aggregate.

     Conduct of Business by the Company.  The Merger  Agreement  provides  that,
except as otherwise expressly contemplated by the Merger Agreement (including as
an exception on the disclosure schedule thereto) or to the extent that Purchaser
shall  otherwise  consent in  writing,  during  the period  from the date of the
Merger  Agreement to the effective  time of the Merger the Company shall not and
shall cause its subsidiaries not to: (a) declare, set aside or pay any dividends
on, or make any other  distributions  in respect of, any of its  capital  stock,
other than  dividends  and  distributions  by a direct or indirect  wholly owned
subsidiary of the Company to its parent; (b) split, combine or reclassify any of
its capital stock or issue or authorize the issuance of any other  securities in
respect of, in lieu of or in substitution  for shares of its capital stock;  (c)
purchase, redeem or otherwise acquire any shares of capital stock of the Company
or any of its  subsidiaries  or any  other  securities  thereof  or any  rights,
warrants or options to acquire any such shares or other  securities;  (d) issue,
deliver, sell, pledge or otherwise encumber any shares of its capital stock, any
other voting  securities  or any  securities  convertible  into,  or any rights,
warrants  or  options  to  acquire,  any  such  shares,   voting  securities  or
convertible  securities  except  upon  exercise  of any  Option;  (e)  amend its
certificate  of  incorporation,   by-laws  or  other  comparable  organizational
documents; (f) acquire or agree to acquire (x) by merging or consolidating with,
or by purchasing a substantial portion of the assets of, or by any other manner,
any business or any corporation,  limited liability company, partnership,  joint
venture,  association or other business  organization or division thereof or (y)
any assets that individually or in the aggregate are material to the Company and
its  subsidiaries  taken as a whole;  (g)  sell,  lease,  license,  mortgage  or
otherwise  encumber  or subject to any lien or  otherwise  dispose of any of its
properties or assets,  other than in the ordinary course of business  consistent
with past practice,  that are material to the Company and its subsidiaries taken
as a whole;  (h) incur any  indebtedness,  except  for  borrowings  for  working
capital purposes not in excess of $500,000 at any one time outstanding  incurred
in the ordinary course of business  consistent with past practice and except for
intercompany indebtedness between the Company and any of its wholly-owned


<PAGE>



subsidiaries  or  between  such  wholly-owned  subsidiaries,  or make any loans,
advances or capital contributions to, or investments in, any other person, other
than to the Company or any direct or indirect  wholly  owned  subsidiary  of the
Company;  (i)  make or  agree to make any new  capital  expenditure  or  capital
expenditures which in the aggregate are in excess of $250,000;  (j) make any tax
election that could  reasonably be expected to have a Material Adverse Effect on
the Company or settle or  compromise  any  material  income tax  liability;  (k)
except in the ordinary  course of business or except as would not  reasonably be
expected to have a Material  Adverse  Effect on the  Company,  modify,  amend or
terminate  any  material  contract  or  agreement  to which the  Company  or any
subsidiary is a party or waive,  release or assign any material rights or claims
thereunder;  (l) make any material change to its accounting methods,  principles
or  practices,  except  as may be  required  by  generally  accepted  accounting
principles;  or (m) authorize,  or commit or agree to take, any of the foregoing
actions.


     In  addition to the  foregoing,  the  Company  has agreed  that,  except as
expressly  contemplated or permitted by the Merger  Agreement,  it will not take
any action, or permit any of its subsidiaries to take any action, that would, or
that could  reasonably be expected to, result in (a) any of the  representations
and  warranties  of the  Company  set  forth in the  Merger  Agreement  that are
qualified as to materiality becoming untrue, (b) any of such representations and
warranties that are not so qualified  becoming untrue in any material respect or
(c) any of the conditions to the Merger not being satisfied.


     Reasonable Efforts. The Merger Agreement provides that, except as otherwise
contemplated  therein,  Parent,  the  Purchaser  and the Company shall use their
reasonable best efforts to take promptly,  or cause to be taken, all actions and
to do promptly,  or cause to be done, all things necessary,  proper or advisable
to consummate and make  effective the  transactions  contemplated  by the Merger
Agreement,  including  using  their  reasonable  best  efforts (i) to obtain all
necessary  waivers,  consents and  approvals,  and (ii) to effect all  necessary
registrations and filings, subject to approval by the Company's stockholders. In
case at any time after the  effective  time of the Merger any further  action is
necessary  or desirable to carry out the  obligations  of the parties  under the
Merger Agreement,  the proper officers and/or directors of Parent, the Purchaser
and the Company, as the case may be, shall take the necessary action.

     Specifically,  Parent,  Purchaser  and the Company have agreed to use their
reasonable best efforts to make promptly any required  submissions under the HSR
Act with respect to the Merger and the  transactions  contemplated by the Merger
Agreement.  The Company has agreed to use its reasonable  best efforts to obtain
all  consents,  approvals,  permits  or  authorizations  as are  required  to be
obtained from other parties to loan  agreements or other  contracts  material to
the Company's business in connection with the consummation of the Merger.

<PAGE>





  The Confidentiality Agreement

     On March 20, 1997 Parent entered into a confidentiality  agreement with the
Company  pursuant  to  which,  among  other  things,  Parent  agreed to treat as
confidential certain information provided by or on behalf of the Company, agreed
for a period  of 18  months  not to  solicit  for hire any  present  officer  or
management  level employee of the Company,  and agreed that, for a period of two
years,  without the prior  written  consent of the Company,  Parent will not (i)
acquire,  offer to acquire,  or agree to acquire,  directly  or  indirectly,  by
purchase or otherwise,  any voting  securities  or direct or indirect  rights or
options to acquire any voting  securities  of the Company,  (ii) make, or in any
way participate, directly or indirectly, in any "solicitation" of any "proxy" to
vote (as such terms are used in the proxy rules of the  Securities  and Exchange
Commission)  or seek to advise or influence any person or entity with respect to
the voting of any voting  securities of the Company,  (iii) form, join or in any
way  participate,  directly or  indirectly,  in a "group"  within the meaning of
Section  13(d)(3) of the Exchange Act with respect to any voting  securities  of
the Company, or (iv) otherwise act, alone or in concert with others, directly or
indirectly,  to seek control or  influence  or assist  others to seek control or
influence the management, board of directors, or policies of the Company.



  The Stockholders Agreement

     In  connection  with  execution  of the  Merger  Agreement,  Parent and the
Purchaser   have  entered  into  two   separate  but   substantially   identical
Stockholders  Agreements,  each dated as of August 22, 1997  (collectively,  the
"Stockholders Agreement"),  with Anasco GmbH ("Anasco"), a principal stockholder
of the Company, and each of Joseph F. Alibrandi,  Noel L. Buterbaugh,  Thomas R.
Winkler,  Philip L. Rohrer, Jr., Leif Olsen and F. Dudley Staples,  Jr., each an
executive  officer  and/or  director of the Company (with  Anasco,  the "Selling
Stockholders").  A copy of the form of Stockholders Agreement with the executive
officers and  directors is filed as Exhibit  8(a) to this  Statement  and of the
form of  Stockholders  Agreement  with  Anasco is filed as Exhibit  8(b) to this
Statement and are incorporated herein by reference.

     Pursuant to the terms and conditions of the  Stockholders  Agreement,  each
Selling  Stockholder  has  agreed to tender  his  Shares  in the  Offer.  In the
Stockholders Agreement,  each Selling Stockholder has further agreed that, until
the Termination Date (as defined below), such Selling Stockholder has granted to


<PAGE>



 Purchase an irrevocable  proxy to, and will vote his Shares (i) in favor of the
Merger,  the execution  and delivery by the Company of the Merger  Agreement and
the approval of the terms thereof and each of the other actions  contemplated by
the Merger Agreement and the Stockholders  Agreement and any actions required in
furtherance thereof; (ii) against any action or agreement that would result in a
breach of any covenant,  representation  or warranty or any other  obligation or
agreement  of  the  Company  under  the  Merger  Agreement,  the  Offer  or  the
Stockholders Agreement; and (iii) except as specifically requested in writing by
Parent in advance,  against the following actions (other than the Merger and the
transactions  contemplated  by the  Merger  Agreement):  (A)  any  extraordinary
corporate  transaction,  such  as a  merger,  consolidation  or  other  business
combination  involving  the Company or its  subsidiaries;  (B) a sale,  lease or
transfer of a material amount of assets of the Company or its  subsidiaries or a
reorganization,  recapitalization, dissolution, liquidation or winding up of the
Company or any of its subsidiaries;  (C) any change in the majority of the Board
of  Directors  of  the  Company;   (D)  any  material   change  in  the  present
capitalization  of the Company or any amendment of the Company's  Certificate of
Incorporation;  (E)  any  other  material  change  in  the  Company's  corporate
structure  or  business;  and (F) any other  action  which is  intended or could
reasonably be expected to impede, interfere with, delay, postpone, discourage or
materially  adversely affect the Merger,  the  transactions  contemplated by the
Merger  Agreement or the  Stockholders  Agreement or the  contemplated  economic
benefits of any of the foregoing.

     In  addition,  subject to his  obligations  as a director or officer of the
Company  and  further  subject to such  restrictions  as exist  under the Merger
Agreement,  each Selling  Stockholder has agreed that he shall not,  directly or
indirectly  (including  through  advisors,   agents  or  other  intermediaries),
initiate, solicit,  negotiate,  encourage or provide confidential information to
facilitate  any  proposal  or  offer by any  person  that  constitutes  or could
reasonably be expected to lead to an Acquisition  Transaction (as defined in the
Merger  Agreement).  If any Selling  Stockholder  receives  any such  inquiry or
proposal,  then such Selling  Stockholder  shall  promptly  inform Parent of the
material  terms and  conditions,  if any, of such  inquiry or  proposal  and the
identity of the person making it. The Selling  Stockholders  have also agreed to
immediately   cease  and  cause  to  be  terminated  any  existing   activities,
discussions or negotiations with any parties  conducted  heretofore with respect
to any of the foregoing.

     Each Selling Stockholder has agreed not to transfer or otherwise dispose of
its or his Shares other than through the Offer or Merger, or otherwise grant any
proxies with respect to, or otherwise encumber its or his Shares.

     Under the Stockholders Agreement, each Selling Stockholder has also granted
the   Purchaser  an   irrevocable   option  to  purchase  all  of  such  Selling
Stockholder's Shares, including all Shares subject to all Stock Options owned by
such Selling Stockholder, in each case at the Offer Price per Share. In the case


<PAGE>



 of all Shares  underlying  all such Stock Options (the "Option  Shares"),  such
option may be exercised by the  Purchaser at any time  following its purchase of
any Shares pursuant to the Offer and prior to the Termination  Date. Among other
things, this option may facilitate the Purchaser's ability to acquire 50% of the
outstanding  Shares.  In the  case  of all  other  Shares  held  by the  Selling
Stockholders,  such option may be  exercisable by the Purchaser at any time, and
from  time to time,  following  any  time  when the  Merger  Agreement  has been
terminated in accordance with its terms and prior to the Termination Date. Among
other things,  such option will enable the Purchaser to acquire,  and then sell,
all of such  Shares  to any  person  who has made  and  consummates  a  Superior
Proposal.

     For purposes of the Stockholders  Agreement,  the term  "Termination  Date"
means  the  earlier  of (a)  twelve  months  from the  date of the  Stockholders
Agreement and (b) the consummation of the Merger, provided, however, that if the
Company is not in breach of its obligations  under the Merger Agreement and none
of the  Selling  Stockholders  are in  breach  of their  obligations  under  the
Stockholders  Agreement,  the  Termination  Date shall be the date that: (i) the
Merger  Agreement  shall  have  terminated  in  accordance  with the  provisions
described in paragraphs (1), (4), (6)(i) or (7) under "Termination of the Merger
Agreement"  above, (ii) the Merger Agreement shall have terminated in accordance
with the provisions  described in paragraphs (2), (3) or (5) under  "Termination
of the Merger  Agreement"  above and no proposal for an Acquisition  Transaction
has been made,  (iii) the Merger  Agreement  shall have terminated in accordance
with the provisions  described in paragraph  (6)(ii) under  "Termination  of the
Merger  Agreement"  above unless a proposal for an Acquisition  Transaction  has
been made. The Stockholders Agreement shall terminate on the Termination Date.

                                  * * * * * *

     The foregoing  descriptions are qualified in their respective entireties by
reference to the texts of the relevant agreements,  plans,  amendments and other
documents,  copies  of  which  are  filed as  Exhibits  4  through  8(b) to this
Statement and are incorporated herein by reference.

ITEM 4.  THE SOLICITATION AND RECOMMENDATION.

     (a) RECOMMENDATION.

     At a meeting held on August 21, 1997, the Board of Directors of the Company
unanimously  approved  the Offer and the  Merger,  determining  that each of the
Offer and the Merger (including the offer price of $11.625 per Share in cash) is
fair to and in the  best  interests  of  stockholders  of the  Company.  At such
meeting,  the Board also  unanimously  adopted a resolution  to recommend to the
stockholders of the Company that they accept the Offer.  In addition,  the Board
unanimously approved the form of Merger Agreement. Copies of a press release and
a letter from the Board to the Company's stockholders concerning the Offer, the


<PAGE>



Merger  Agreement and the Board's  recommendations  are filed as Exhibits 13 and
12, respectively, to this Statement and are incorporated herein by reference.

     As set forth in the Merger  Agreement,  the Purchaser will purchase  Shares
tendered  prior to the close of the Offer if the  conditions  to the Offer  have
been satisfied (or waived).

     STOCKHOLDERS  CONSIDERING  NOT TENDERING  THEIR SHARES IN ORDER TO WAIT FOR
THE MERGER SHOULD NOTE THAT IF THE MINIMUM  CONDITION IS NOT SATISFIED OR ANY OF
THE OTHER  CONDITIONS  TO THE  OFFER ARE NOT  SATISFIED,  THE  PURCHASER  IS NOT
OBLIGATED TO PURCHASE  ANY SHARES,  AND CAN  TERMINATE  THE OFFER AND THE MERGER
AGREEMENT AND NOT PROCEED WITH THE MERGER.

     Under Delaware Law, the approval of the Board and the  affirmative  vote of
the holders of a majority of the outstanding  Shares (unless at least 90% of the
outstanding  Shares are held by the  Purchaser)  are  required  to  approve  the
Merger. Accordingly, if the conditions to the Offer are satisfied, the Purchaser
will have  sufficient  voting power to cause the approval of the Merger  without
the affirmative vote of any other stockholder.  Under Delaware Law, if Purchaser
acquires,  pursuant  to the  Offer  or  otherwise,  at  least  90%  of the  then
outstanding  Shares,  Purchaser  will be able to  approve  and adopt the  Merger
Agreement and the Merger, without a vote of the Company's stockholders.  Parent,
Purchaser  and the Company have agreed to use their  reasonable  best efforts to
take promptly, or cause to be taken, all actions and to do promptly, or cause to
be done,  all things  necessary,  proper or  advisable  to  consummate  and make
effective the Offer, the Merger and the other  transactions  contemplated by the
Merger  Agreement,  including  effecting  the Merger as promptly as  practicable
following  consummation of the Offer. If Purchaser does not acquire at least 90%
of the then outstanding  Shares pursuant to the Offer or otherwise and a vote of
the Company's  stockholders  is required  under Delaware Law, a longer period of
time will be required to effect the Merger.

     The Offer is scheduled to expire at 12:00 midnight,  New York City time, on
Thursday,  September 25, 1997,  unless the Purchaser  extends the period of time
for which the Offer is open. A copy of the press release  issued  jointly by the
Company  and Parent on August 25,  1997  announcing  the Merger and the Offer is
filed as  Exhibit  13 to this  Schedule  14D-9  and is  incorporated  herein  by
reference in its entirety.

     (b) BACKGROUND AND REASONS FOR THE RECOMMENDATION.

                             BACKGROUND OF THE OFFER

     In the fall of 1996,  management  began its annual  review of its  business
plans for the Company's  short-term  and long-term  growth and, at the urging of
certain  large  stockholders  of the  Company,  began a review with the Board of
Directors of the Company of strategies for enhancing shareholder value.



<PAGE>



 The Board  determined  to seek the advice of  investment  bankers  and,  on the
recommendation  of the current  Chief  Executive  Officer,  also  discussed  the
possibility of initiating a search for a new Chief Executive  Officer as part of
a succession plan for senior management.

     In November 1996, after  interviewing  several  investment banking firms of
national  reputation,  the Company  announced that it had retained Alex. Brown &
Sons Incorporated  ("Alex.  Brown") to assist the Company in exploring strategic
alternatives  to best  position  the  Company  for  growth in its  business  and
concentrating  on  methods  and  strategies  for  enhancing  shareholder  value,
including  possible  acquisitions  and/or strategic business  combinations.  The
Company's  management and  representatives of Alex. Brown began an evaluation of
available  alternatives,  including  possible business  combinations,  strategic
acquisitions or a stock split or repurchase of the Company's  Common Stock. At a
meeting on December 6, 1996, management reported to the Board on the progress of
that work to date.  Management  also informed the board that, in accordance with
the Company's  request,  Alex. Brown had been responding on the Company's behalf
to  inquiries  which  the  Company  had  received  as a  result  of  its  public
announcement  as to its  evaluation of strategic  alternatives  to determine the
level of interest of such parties in a possible transaction with the Company.

     In November 1996,  the Company also retained  Korn/Ferry  International,  a
nationally  recognized executive search firm, to identify candidates to serve as
Chief Executive  Officer.  Following a national search,  the Board interviewed a
number of potential candidates during the winter and spring of 1997. As a result
of developments described below, the Board suspended its search in May 1997.

     On February 17, 1997, the Board further  reviewed with management and Alex.
Brown the strategic  alternatives  available to the Company,  including possible
strategic   acquisitions.   Management   subsequently   reviewed  the  potential
acquisitions  and  concluded  as to each  that it was not  compatible  with  the
Company's business strategy. The Board also received an update as to the results
of discussions with those parties that had approached the Company  subsequent to
its November 1996 press release.  The Board determined that sufficient  interest
had been expressed to warrant further  consideration  and authorized Alex. Brown
to pursue its  discussions  with those parties that had expressed an interest in
the Company,  and to contact a limited number of additional potential buyers for
the  Company  that had been  selected  by  management  from a list of  potential
candidates  prepared  by  management  and Alex.  Brown,  so that the Board could
determine  whether to consider the  alternative of an acquisition of the Company
by a third party.  A  confidential  information  package on the Company also had
been prepared for submission to interested parties.

     Over the course of the  spring,  42  prospective  strategic  and  financial
buyers for the Company were contacted to determine  their level of interest.  Of
the parties contacted, 32 parties,  including Parent,  executed  confidentiality
and  standstill   agreements  with  the  Company  and  received  a  confidential
information package on the Company. A copy of the confidentiality and standstill


<PAGE>


 agreement executed by Parent on March 20, 1997 is included as Exhibit 16 hereto
and  is  incorporated  herein  by  reference.   Each  company  that  signed  the
confidentiality agreement and received a confidential information package on the
Company was asked to indicate its level of interest by mid-May 1997.

     In May 1997,  representatives  of Boehringer  Ingelheim  GmbH  ("Boehringer
Ingelheim")  informed the Company's  Chief  Executive  Officer that  preliminary
consideration was being given by Boehringer  Ingelheim to the possible sale of a
European company (the "BI Joint Venture"), in which the Company previously owned
a 50%  interest.  Boehringer  Ingelheim  currently  owns  100%  of the BI  Joint
Venture,  but the Company has the right to  reacquire  its 50%  interest at such
time as the BI Joint Venture  becomes  profitable,  subject to certain terms and
conditions,  including  Boehringer  Ingelheim's  right to  terminate  the option
following a change of control of the Company.  The BI Joint Venture manufactures
products under license from the Company and distributes  other Company  products
in Europe and certain other regions. On May 16, 1997, Anasco GmbH ("Anasco"), an
affiliate of Boehringer Ingelheim that owns 2,097,043 Shares, filed an amendment
to its Schedule 13D stating that, in connection with the Company's  announcement
regarding its review of strategic  alternatives and with a pending  reassessment
of the bioproducts and biosystems  businesses of companies within the Boehringer
Ingelheim  group,  initial  steps  had been  taken by  Boehringer  Ingelheim  to
determine  whether there might be prospective  purchasers of all or a portion of
various assets  related to the group's  bioproducts  and biosystems  businesses.
These assets include the BI Joint Venture and Anasco's holdings of Shares.

     On April 17, 1997,  Parent provided to Alex. Brown in writing a non-binding
indication  of  interest in the range of $100 to 120 million (or $9.00 to $11.25
per Share) to purchase the Company subject,  among other things,  to negotiation
of definitive  agreements relating to the proposed  transaction and satisfactory
completion of due diligence.  Thereafter,  representatives of Parent visited the
Company's  offices  on May 19,  1997,  and  received  a  presentation  from  the
Company's senior management.

     At a meeting on May 23, 1997, Alex. Brown updated the Board of Directors as
to the  responses  that had been  obtained from  interested  parties,  including
preliminary,  non-binding  indications of interest from four companies which had
stated that they would be interested in exploring a possible  acquisition of the
Company,  at prices ranging from $8.00 to $12.00 per share,  including  Parent's
preliminary  indication  of  interest.  The Board  also  further  reviewed  with
management  and  Alex.   Brown  other   alternatives   available  for  enhancing
shareholder  value,  including  strategies for growth on an  independent  basis.
After further discussion, the Board concluded that there was sufficient interest
to continue to pursue discussions with potential  acquirors and authorized Alex.
Brown to pursue  discussions  with any other  companies  considered to be likely
potential acquirors.

<PAGE>




     On May 27, 1997,  the Company  announced in a press  release that there was
sufficient interest to warrant further discussions  concerning the possible sale
of the Company, but that discussions were at a preliminary stage and that it was
not possible to predict whether a sale would result from these discussions.

     During May and June,  1997, the four parties,  including  Parent,  that had
submitted indications of interest were invited to visit the Company to receive a
presentation by senior  management and to conduct a due diligence  review of the
Company.  Of the three parties other than Parent that  submitted  indications of
interest,  two  parties  subsequently  withdrew  from the  process and one party
indicated  that any offer  would  likely  be at the  lower end of its  indicated
range.

     On June 10, 1997, the Company's Chief Executive Officer met informally with
the  Chairman  of the Board  and the  Chief  Executive  Officer  of  Parent  and
discussed whether the two companies were  strategically  compatible.  On June 12
and June 24, 1997,  representatives of Parent visited the Company's headquarters
to conduct further due diligence.

     On June 27, 1997, an additional  candidate,  Party A, contacted Alex. Brown
and  indicated  its interest in  acquiring  the  Company.  Party A  subsequently
executed  a  confidentiality  and  standstill  agreement  with the  Company  and
received a confidential information package on the Company.

     On July 1, 1997,  Parent  made an offer to  acquire  the  Company  for $120
million subject,  among other things, to negotiation and execution of definitive
agreements relating to the proposed acquisition,  and requested that the Company
enter into an exclusive  negotiating period through August 31, 1997. The Company
declined to grant Parent's  request for  exclusivity  but continued  discussions
with Parent during the early part of July.

     On  July  11,  1997,   the  Company's   Chief   Executive   Officer  and  a
representative of Alex. Brown met with the President and other members of senior
management of Parent and  representatives of Schroder & Co. Inc.  ("Schroders"),
Parent's  investment  banking  firm. As a result of those  negotiations,  Parent
notified the Company that it was prepared to negotiate to acquire the Company at
a price of $11.625 per share subject to completing  due  diligence,  negotiating
the terms of an acceptable  agreement and satisfactory  discussions with certain
key executives of the Company  concerning their role with the Company  following
any such acquisition.

     On July 18, 1997, Party A submitted a preliminary,  non-binding  indication
of interest of $10.00 to $12.00 per Share.

     On July 22, 1997,  the Company  received from  Parent's  counsel an initial
draft of a merger agreement, which contemplated, among other things, the receipt


<PAGE>



 of stockholder agreements from Anasco and certain directors and officers of the
Company.  Counsel for the companies then negotiated  provisions of the agreement
of merger and related documents.

     On July 24, 1997, the Chief Executive  Officer and Chief Financial  Officer
of the  Company  attended a portion of a meeting  of the Board of  Directors  of
Parent and answered questions from the Board concerning the Company.

     On July 25, 1997, a representative  of Boehringer  Ingelheim wrote a letter
to  Parent  stating  that  Boehringer  Ingelheim  would  not be able to  respond
immediately to Parent's  request for a stockholder  agreement  binding on Anasco
until after it had reviewed the implications of such an agreement with its legal
and financial  advisors.  The letter stated that  Boehringer  Ingelheim also was
considering  the  suitability  of Parent as a partner in light of the commercial
arrangements  between the Company and the BI Joint  Venture and Parent's  future
intentions in this regard.  Counsel for the Company and for Parent  continued to
negotiate  provisions  of the merger  agreement,  including the  conditions  for
termination  by Parent,  the  effect of  termination,  of the  merger  agreement
including the size of any termination fee and the payment of Parent's  expenses,
and  the   circumstances   under  which  the  Company's  Board  could  entertain
alternative  acquisition  proposals.  During the  course of these  negotiations,
Parent converted the structure of the transaction to a tender offer, followed by
a  merger,  and  provided  a new  draft of the  agreement  for the Board and its
counsel to consider.


     On July 29-30,  1997, Party A visited the Company,  received a presentation
by senior management and performed a due diligence review of the Company.

     On July 30, 1997, the Company's  Board met to consider  Parent's  proposal.
Counsel  for the  Company  reviewed  with the  Board  the  proposed  form of the
transaction  as a  tender  offer/merger  and  various  terms  of the  agreement,
including the price, the absence of a financing  contingency,  the tax treatment
of the transaction, the proposed terms of stockholder agreements, the terms of a
proposed termination fee of 3% of the acquisition  consideration (which had been
reduced through  negotiations) and unlimited  reimbursement of Parent's expenses
in the event of  termination,  the treatment of certain  employee  benefit plans
including the cashing out of stock options, the conditions of termination of the
merger and of the tender offer and the circumstances under which the Board could
entertain an alternative proposal.  Alex. Brown also reviewed with the Board the
process that had been undertaken on behalf of the Company to identify  potential
acquirors   (including   the  number  of  parties   contacted,   the  number  of
confidentiality  agreements  received,  the number of parties that had submitted
indications of interest and the reasons for parties'  declining to proceed),  an
overview of Parent,  the historical  performance  over specified  periods of the
Company's stock,  and the valuation  methodologies to be utilized by Alex. Brown
in connection  with its financial  analysis of the proposed  transaction.  Alex.
Brown  also  reviewed  with the  Board  certain  data  relating  to the range of
termination fees for deals of similar size.


<PAGE>




     The  Board  then   considered  the  proposal  in  light  of  its  strategic
alternatives,  and in light of the Board's  discussions  over the past year. The
Board discussed whether,  in light of the indication of interest of Party A, the
Company should delay  completing a transaction  with Parent.  Following  further
discussion,  and  particularly  given the uncertainty of receiving an offer from
Party A and the concern that Parent would withdraw its offer if the Company were
to delay its  discussions  with Parent,  the Board  determined to proceed with a
possible  transaction with Parent,  subject to the resolution of certain issues.
The Board directed  counsel and Alex. Brown to present to Parent its position on
certain  issues,  including  a request  for a lower  termination  fee,  a cap on
expenses,   the  treatment  of  certain   employee   benefit  plans,   including
confirmation of Parent's 3 assumption of existing change of control  agreements,
the conditions to consummation of the tender offer and the merger,  the scope of
the  proposed  stockholder  agreements,  the  duration  of  certain  non-compete
agreements  to be signed by  management  and the  circumstances  under which the
Board could consider an alternative proposal.

     Following  the July 30, 1997  meeting,  the  Company's  legal and financial
advisors  presented  the open  issues to  representatives  of Parent.  Following
discussions,  the  Executive  Vice  President  of  Parent  telephoned  the Chief
Executive Officer of the Company to state that Parent was unwilling to accede to
these requests and that Parent was deferring further  negotiations.  Counsel for
the Company  sent a revised  draft of the  agreement  to counsel for Parent that
evening, reflecting among other things, the Board's position on these issues.



     Thereafter,  at the request of the Board,  Alex.  Brown  further  discussed
certain of the open issues with  Parent's  investment  bankers,  who stated that
Parent would not pursue the  transaction  without  stockholder  agreements  from
Anasco and certain  officers and  directors  in order to assure  these  parties'
support of the  transaction,  and again  contacted  Party A, which, on August 1,
1997  stated  that it was not  inclined to make an offer for the Company and was
terminating further discussions.

     During  the  next  week,  the  Company  and  its  representatives   pursued
discussions with  representatives of Boehringer Ingelheim regarding its possible
willingness  to negotiate a  stockholder's  agreement  binding on Anasco and the
terms and  conditions  under  which it might be willing to cause  Anasco to sign
such an agreement. Boehringer Ingelheim sought a revision of the proposed terms,
including of the proposed  triggering  events,  the conditions of termination of
the  agreement  and that  Parent not be the  beneficiary  under the  stockholder
agreement  of the  spread  between a superior  proposal  and  Parent's  proposed
purchase  price in the event a  transaction  involving a superior  proposal were
consummated.  The  stockholder  agreement  also required  Anasco to  irrevocably
tender its shares in the tender offer and to grant Parent an irrevocable option,
for up to one year, to purchase Anasco's shares in the event the tender offer


<PAGE>



were not consummated and the merger agreement were terminated. Following further
negotiations  with  representatives  of Parent  and of the  Company,  Boehringer
Ingelheim  agreed to  participate in additional  discussions to reach  agreement
regarding a proposed  stockholder's  agreement under partially revised terms and
conditions and the senior members of the Company's  management and the Company's
Chairman of the Board agreed to participate in similar discussions.

     Thereafter, the parties, and their respective legal and financial advisors,
resumed  their  negotiations   regarding  the  remaining  terms  of  the  merger
agreement.  In a conference  call on August 11, 1997,  Schroders and counsel for
Parent informed the Company's legal and financial  advisors that Parent would be
willing to modify its position  with respect to certain of the open issues,  but
would not go forward  without a stockholder  agreement  from Anasco on the terms
previously  proposed by Parent.  Over the next several days,  representatives of
Parent and the Company held a number of  discussions  with members of Boehringer
Ingelheim  concerning  the terms of the  stockholder  agreement,  including  the
proposed  trigger  events and who would  receive  the spread  between a superior
proposal and Parent's  proposed  purchase  price for the Shares in the event its
superior transaction was consummated by a third party.

     During the course of discussions with Boehringer  Ingelheim  concerning the
stockholder  agreement,   Parent,  the  Company  and  their  advisors  continued
negotiation of the terms of the merger agreement. On August 14, 1997, Boehringer
Ingelheim  indicated  its  tentative  agreement to the terms of the  stockholder
agreement  proposed  by Parent  and  authorized  its  counsel  to  finalize  the
definitive agreement with counsel for Parent.

     At a meeting on August 18, 1997, the Board received an update on the status
of all remaining issues, and was informed of Boehringer  Ingelheim's position as
to the stockholder's agreement, that Party A had declined to bid on the Company,
and that no alternative potential acquirors for the Company had come forward. At
that  meeting,  the  Company's  Chief  Financial  Officer also advised the Board
concerning  the Company's  results of operations  for the nine months ended July
31, 1997.

     Over the next few days,  counsel for the parties continued  negotiations on
the merger agreement and related documents. On August 21, 1997, the Board of the
Company met to review the latest draft of the agreements.  Counsel  presented an
update on the status of all open issues and expressed the view that these issues
appeared likely to be resolved in favor of the Company,  although  further final
negotiations  were on-going.  Alex.  Brown provided the Board with its financial
presentation  with respect to the proposed  transaction,  and informed the Board
that,  subject to review of the final form of the  agreements to be entered into
in connection with the transaction  and certain other customary  matters,  Alex.
Brown would be in a position to render to the Board, at the time of execution of
the  agreements,  a written  opinion to the effect that,  as of the date of such
opinion  and based upon and  subject  to certain  matters  stated  therein,  the
$11.625 per Share cash consideration to be received by the holders of Shares


<PAGE>



(other than Parent and its  affiliates) in the tender offer and merger was fair,
from a financial point of view, to such holders.  Alex. Brown also reviewed with
the Board  certain data relating to the range of  termination  fees for deals of
similar size and stated its view that it was not unreasonable for an acquiror to
request that certain  expenses be  reimbursed  in the event of  termination,  as
contemplated by the proposed merger agreement.

     Following further  discussions,  the Board unanimously  determined that the
Offer and Merger on  substantially  the terms presented at the meeting were fair
to and in the best interests of the Company and its stockholders. The Board also
approved the merger agreement in  substantially  the form presented to the Board
of Directors, including such changes as were discussed by counsel at the meeting
and were still subject to  negotiations  and subject to such further  changes as
deemed necessary or desirable by certain  officers,  with the advice of counsel,
and further  subject to the receipt of a fairness  opinion of Alex.  Brown,  the
substance  of  which  (including  matters   considered,   assumptions  made  and
limitations  thereon)  was  reviewed  with the Board at the  meeting.  The Board
determined to recommend acceptance of the Offer and approval and adoption of the
final merger  agreement by the  stockholders  of the Company (to the extent that
such  approval  and adoption  may be required by  applicable  law) and the Board
authorized management to finalize the agreements.

     In connection with these approvals, the Board also waived, on behalf of the
Company,  for  the  sole  and  limited  purpose  and  duration  of the  proposed
stockholder's  agreement between Anasco and Parent, certain rights pursuant to a
Stock Purchase Agreement dated as of September 24, 1991, between the Company and
Anasco (the "Stock Purchase Agreement"), including a right of refusal granted to
the Company to purchase certain shares of Common Stock from Anasco,  and certain
prohibitions  under which  Anasco is not  permitted  to engage in,  encourage or
initiate  certain  acquisition,  solicitation,  and proxy activities or to grant
certain  proxies  or enter  into  certain  voting  arrangements  or  agreements,
provided however,  that these terms would continue in effect as if no waiver had
occurred upon expiration of the term of the stockholders  agreement in the event
Anasco's shares are not purchased by Parent.

     In addition,  for the purpose of ensuring  that the  proposed  transactions
would not have the effect of  triggering  the  Exercisability  of the Rights (as
defined)  or the  separation  of the  Rights  from the  shares to which they are
attached,  or cause the Distribution Date (as defined) to occur, all pursuant to
the Stockholder  Rights  Protection  Agreement dated as of January 20, 1995 (the
"Rights  Plan"),  the Board  approved an amendment  to the Rights Plan,  and the
Rights Plan subsequently was amended in accordance with the Board's  resolution.
The Board also  approved  the  Merger  Agreement  and each of the  stockholders'
agreements to be executed in connection with the proposed  acquisition,  for the
purpose of exempting Parent and its acquiring  subsidiary from the provisions of
Section 203 of the Delaware General Corporation Law.




<PAGE>


On August 22,  1997,  after the close of  business,  the  parties  resolved  all
outstanding  issues,  received  the opinion of Alex.  Brown  described  above in
writing,  and the parties  executed  and  delivered  the Merger  Agreement,  the
stockholder agreements and the other related agreements. On August 25, 1997, the
parties publicly  announced that they had entered into the Agreement and Plan of
Merger.

     In deciding to accept Parent's  proposal,  approve the Merger Agreement and
recommend  acceptance  of the Offer and approval of the Merger  Agreement to the
stockholders,  the Board  considered  a number of  factors,  including,  without
limitation, the following:

          (i)  Historical   information   concerning  the  Company's   business,
     prospects,  financial  performance and condition,  operations,  technology,
     management  and  competitive  position;   the  projects  relating  to,  and
     prospects  of, going forward as an  independent  company;  various  factors
     affecting  the Company's  strategic  plans,  the Company's  position in its
     industry and industry conditions generally;

          (ii) The possible  alternatives to the Offer and the Merger (including
     the  possibility  of  continuing  to operate the Company as an  independent
     entity),  the range of possible  benefits to the Company's  stockholders of
     such   alternatives   and  the  timing  and  the   likelihood  of  actually
     accomplishing any of such alternatives;

          (iii) The circumstances giving rise to the Offer and the Agreement and
     Plan  of  Merger,  the  historical  price  range  of  the  Shares  and  the
     price-earnings  multiple represented by the Offer as compared to historical
     ratios,  the premium presented by the price to be paid in the Offer for the
     Shares over the  historical  price range of the Shares,  and prices paid in
     recent acquisitions of similar companies;




          (iv) The price provided by the Parent proposal,  which was the highest
     then available,  following a comprehensive search for potential bidders and
     two public announcements relating to the Company's intentions;

          (v) The  terms  of the  Merger  Agreement,  including  the form of the
     transaction,  the parties'  representations,  warranties and covenants, and
     the conditions to their  respective  obligations,  including the fact that,
     pursuant  to the  Merger  Agreement,  the  Company is not  prohibited  from
     responding to any unsolicited  proposal for an Acquisition  Transaction (as
     defined in the Merger  Agreement)  involving  superior terms to acquire the
     Company, and that the Company may terminate the Merger Agreement and accept
     such  superior  proposal  subject  to  the  Company's  obligation  to pay a
     termination  fee in the amount and in the  manner  described  in the Merger
     Agreement;


<PAGE>




          (vi)  The  desirability  of  cash  consideration   relative  to  stock
     consideration  because of the investment  considerations  affecting a stock
     transaction and Parent's ability to effect a cash  transaction  without any
     financing contingency;

          (vii) The potential for other third parties to acquire the Company;

          (viii) The availability of appraisal rights in the Merger under
     applicable law;

          (ix) The opinion of Alex.  Brown  dated  August 22, 1997 to the effect
     that, as of such date and based upon and subject to certain  matters stated
     in such opinion, the $11.625 per Share cash consideration to be received by
     holders of Shares (other than Parent and its  affiliates)  in the Offer and
     the Merger was fair, from a financial  point of view, to such holders.  The
     full text of Alex.  Brown's  written  opinion dated August 22, 1997,  which
     sets forth the assumptions made,  matters considered and limitations on the
     review  undertaken  by Alex.  Brown,  is attached  hereto as Annex B and is
     incorporated herein by reference. Alex. Brown's opinion is directed only to
     the fairness,  from a financial point of view, of the cash consideration to
     be  received  in the Offer and the Merger by holders of Shares  (other than
     Parent and its affiliates) and is not intended to constitute,  and does not
     constitute,  a recommendation  as to whether any stockholder  should tender
     Shares  pursuant  to the  Offer.  HOLDERS  OF SHARES ARE URGED TO READ SUCH
     OPINION CAREFULLY IN ITS ENTIRETY.

     The Board did not assign relative weights to the above factors. Rather, the
Board viewed its position and  recommendations as being based on the totality of
the information presented to and considered by it during the process followed by
the Board.

ITEM 5.  PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.

     The Company has retained Alex. Brown as its financial advisor in connection
with  the  Offer  and  the  Merger.  Pursuant  to the  terms  of  Alex.  Brown's
engagement,  the  Company  has  agreed to pay Alex.  Brown for its  services  an
aggregate   financial   advisory  fee  based  on  a  percentage   of  the  total
consideration  (including  liabilities  assumed)  payable in connection with the
Offer and the Merger.  The fee payable to Alex.  Brown currently is estimated to
be  approximately  $1.5 million.  The Company also has agreed to reimburse Alex.
Brown for reasonable out-of-pocket expenses, including reasonable legal fees and
expenses,  and to indemnify  Alex.  Brown and certain  related  parties  against
certain  liabilities,  including  liabilities under the federal securities laws,
arising out of Alex. Brown's engagement. In the ordinary course of its business,
Alex.  Brown and its affiliates may actively trade or hold the securities of the
Company and Parent for their own account or for the accounts of  customers  and,
accordingly, may at any time hold a long or a short position in such securities.


<PAGE>




     Except as described  herein,  neither the Company nor any person  acting on
its behalf currently intends to employ, retain or compensate any other person to
make  solicitations  or  recommendations  to  security  holders  on  its  behalf
concerning the Of

ITEM 6.  RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES

     (a)  Except  as set  forth  in Items 3 and 4  herein,  or  pursuant  to the
Company's Savings and Stock Investment Plan, no transactions in Shares have been
effected during the past 60 days by the Company or, to the best knowledge of the
Company, by any of its executive officers, directors or affiliates.

     (b) To the  best  knowledge  of the  Company,  (i)  each  of its  executive
officers  and  directors  and  Anasco,   who  currently  own  in  the  aggregate
approximately 31% of the Shares outstanding, on a fully diluted basis, presently
intend  to  tender  their  Shares  pursuant  to the  Offer  and (ii) none of its
executive officers, directors or other affiliates presently intends otherwise to
sell any Shares  which are owned  beneficially  or held of record  thereby.  The
foregoing does not include any Shares over which, or with respect to which,  any
such  executive   officer,   director  or  affiliate  acts  in  a  fiduciary  or
representative  capacity or as to which any such executive officer,  director or
affiliate  is subject to  instructions  from a third party with  respect to such
tender.

ITEM 7.  CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.

     (a) Except as  described  in Item 3(b) and Item 4(b),  the  Company has not
undertaken, and there is not underway any response to the Offer which relates to
or  would  result  in (1) an  extraordinary  transaction  such  as a  merger  or
reorganization,  involving the Company or any  subsidiary of the Company;  (2) a
purchase,  sale or transfer of a material amount of assets by the Company or any
subsidiary  of the  Company;  (3) a tender  offer  for or other  acquisition  of
securities  by or of the  Company;  or (4) any  material  change in the  present
capitalization of dividend policy of the Company.

     (b) Except as  described  in Item 3 and Item 4, there are no  transactions,
board  resolutions,  agreements in principle or signed  contracts in response to
the Offer which relate to or would result in one or more of the matters referred
to in clause (1), (2), (3) or (4) of Item 7(a).

ITEM 8.  ADDITIONAL INFORMATION TO BE FURNISHED.

  (I) STOCKHOLDER PROTECTION RIGHTS AGREEMENT

     The Company has in place a  stockholder  rights plan.  Each share of Common
Stock is  accompanied  by one Right  which  entitles  the  registered  holder to
purchase from the Company a unit consisting of one one-hundredth of a share (a


<PAGE>



"Unit") of Series A Participating  Cumulative  Preferred  Stock, par value $0.01
per share (the "Series A Preferred  Stock"),  at a purchase  price of $24.00 per
Unit (the "Purchase Price"), subject to adjustment.  The terms of the Rights are
set forth in the Stockholder Protection Rights Agreement dated as of January 20,
1995, as amended,  between the Company and Bank of Boston,  as Rights Agent (the
"Rights Agreement"),  the forms of which are filed as Exhibits 10 and 11 to this
Statement and incorporated herein by reference.

     Prior to the Rights Distribution Date (as defined),  the Rights will not be
exercisable and will be evidenced by the certificates  for, and will trade with,
the Common Stock. As soon as practicable  after the earlier of (i) the tenth day
(or  such  later  day as may  be  designated  by a  majority  of the  Continuing
Directors (as defined below)) after the date (the "Stock  Acquisition  Date") of
the first public announcement that a person or group of affiliated or associated
persons (an "Acquiring  Person") has acquired  beneficial  ownership of 30% more
(the "Specified  Percentage") of the outstanding shares of Common Stock and (ii)
the tenth  business day (or such later day as may be designated by a majority of
the  Continuing  Directors)  after the date of the  commencement  of a tender or
exchange offer by any person (other than the Company, any of its subsidiaries or
any employee  benefit plan of the Company or any of its  subsidiaries)  if, upon
consummation thereof, such person would be the beneficial owner of the Specified
Percentage  or more of the  outstanding  shares of Common  Stock (the earlier of
such dates being  referred to as the "Rights  Distribution  Date"),  the Company
will issue separate certificates evidencing the Rights and the Rights will begin
to trade separately from the Common Stock. The Rights are not exercisable  until
the Rights Distribution Date and will expire at the close of business on January
30, 2002 (the "Rights Expiration Date"), unless previously redeemed or exchanged
by the Company as described below.


     If a person  becomes the  beneficial  owner of the Specified  Percentage or
more of the  outstanding  shares of Common Stock,  each holder of a Right (other
than Rights that are, or under  certain  circumstances  specified  in the Rights
Agreement were, beneficially owned by an Acquiring Person (which will thereafter
be void)) will thereafter have the right to receive upon exercise thereof at the
then current purchase price (the "Purchase Price"), Common Stock having a market
value equal to two times the  Purchase  Price.  At any time after any person has
become an Acquiring  Person (but before such person becomes the beneficial owner
of 50% or  more of the  outstanding  shares  of  Common  Stock),  the  Board  of
Directors of the Company may, at its option,  exchange all or part of the Rights
(other than the Rights owned by an Acquiring  Person) for shares of Common Stock
at an exchange ratio of one share of Common Stock per Right.

     If, at any time  following the Stock  Acquisition  Date, (i) the Company is
acquired  in a merger or other  business  combination  transaction  in which the
Company is not the  surviving  corporation  or the Common Stock is exchanged for
other  securities  or  assets  or (ii) 50% or more of the  Company's  assets  or
earning power is sold, each holder of a Right will thereafter have the right to


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receive,  upon exercise thereof at the then current Purchase Price, common stock
of the acquiring  company  having a market value equal to two times the Purchase
Price.

     The Rights  may,  at the option of the Board of  Directors,  be redeemed in
whole,  but not in part,  at a price of $0.01 per Right at any time prior to the
earlier of the tenth day after the Stock Acquisition Date (or such later date as
a majority of the Continuing  Directors (as that term is defined) may designate)
and the Rights  Expiration  Date. Under certain  circumstances  set forth in the
Rights  Agreement,  the decision to redeem shall  require the  concurrence  of a
majority of the Continuing  Directors.  Immediately upon the requisite action of
the Board of Directors ordering exchange or redemption of the Rights, the Rights
will  terminate,  and thereafter the only right of the holders of Rights will be
to receive shares of Common Stock or the redemption price, as the case may be.


     "Continuing  Director" means any member of the Board of Directors who was a
member of the Board prior to the time an Acquiring  Person  becomes such, or any
person who is subsequently elected to the Board if such person is recommended or
approved by a majority of the Continuing Directors. Continuing Director does not
include an  Acquiring  Person,  or an  affiliate  or  associate  of an Acquiring
Person, or any representative of any of the foregoing.

     The Purchase Price payable,  and the number of Units or other securities or
property  issuable upon  exercise of the Rights are subject to  adjustment  from
time to time to prevent  dilution (i) in the event of a stock  dividend on, or a
subdivision,  combination or reclassification  of, the Series A Preferred Stock;
(ii) if holders of the Series A Preferred  Stock are granted  certain  rights or
warrants to subscribe for Series A Preferred Stock or convertible  securities at
less than the then  current  market  price of the Series A Preferred  Stock;  or
(iii)  upon the  distribution  to holders  of the  Series A  Preferred  Stock of
evidences of indebtedness or assets (excluding regular quarterly cash dividends)
or of subscription rights or warrants (other than those referred to above). With
certain  exceptions,  no adjustment in the Purchase Price will be required until
cumulative  adjustments  amount  to  at  least  1% of  the  Purchase  Price.  No
fractional  Units are required to be issued and, in lieu thereof,  an adjustment
in cash will be made based on the market  price of the Series A Preferred  Stock
on the last trading date prior to the date of exercise.

     Until a Right is  exercised,  the holder will, as result  thereof,  have no
rights  as a  stockholder  of the  Company,  including  the  right to vote or to
receive dividends.

     Stockholders  may,  depending  upon the  circumstances,  recognize  taxable
income in the event that the Rights  become  exercisable  for Series A Preferred
Stock or other consideration as set forth above.

     Prior to the Rights Distribution Date, the Rights Agreement will, if the


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Company so directs, be amended by the Company and the Rights Agent in any manner
that the Company may deem  necessary  or  desirable  without the approval of any
holders  of Common  Stock.  After  the  Rights  Distribution  Date,  the  Rights
Agreement  may be amended in any respect that does not  adversely  affect Rights
holders;  provided  that,  after a  person  becomes  an  Acquiring  Person,  any
amendment requires the concurrence of a majority of the Continuing Directors.

     At a special  meeting on August 21, 1997, the Company's  Board of Directors
acted to amend the Rights  Agreement to, among other things,  (i) exclude Parent
and the Purchaser from the  definition of "Acquiring  Person;" (ii) provide that
actions  related  to the  Merger and the  Merger  Agreement  will not  trigger a
Distribution  Date;  (iii) provide that date of  consummation of the Merger will
constitute a Rights  Expiration  Date; and (iv) provide that actions  related to
the Merger and the Merger Agreement will not trigger the  Exercisability  of the
Rights or the separation of the Rights from the Shares.


     The Rights may have the effect of impeding  the  acquisition  of control of
the Company by any  parties  other than  Parent and the  Purchaser  and may also
discourage  attempts  to obtain  control  of the  Company  by means of a hostile
tender offer, even if such offer would be beneficial to stockholders  generally,
and thereby protect the continuity of management.  The Merger Agreement provides
that the Company will not take action pursuant to or amend the Rights Agreement,
redeem the Rights or terminate the Rights  Agreement prior to the Effective Date
of the  Merger.  THEREFORE,  THE BOARD OF  DIRECTORS  MAY NOT  EXEMPT  ANY OTHER
PROPOSED  ACQUIROR OR ACQUISITION  TRANSACTION  FROM THE OPERATION OF THE RIGHTS
PLAN SO LONG AS THE MERGER AGREEMENT REMAINS IN EFFECT.

  (II) SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW

     In general,  Section 203 of the Delaware General  Corporation Law ("Section
203" of the "DGCL") prevents an "Interested Stockholder" (defined generally as a
person that is the "owner" of 15% or more of a corporation's  outstanding voting
stock  from  engaging  in a  "Business  Combination"  (defined  as a variety  of
transactions, including mergers, as set forth in the second following paragraph)
with a Delaware  corporation  for three  years  following  the time such  person
became an  Interested  Stockholder  unless  (i)  before  such  person  became an
Interested  Stockholder,  the board of directors of the corporation approved the
transaction in which the Interested Stockholder became an Interested Stockholder
or approved the Business Combination;  (ii) upon consummation of the transaction
which resulted in the Interested Stockholder becoming an Interested Stockholder,
the  Interested  Stockholder  owned  at  least  85% of the  voting  stock of the
corporation  outstanding at the time the transaction  commenced (excluding stock
held by directors who are also officers and employee  stock  ownership  plans in
which employee  participants  do not have the right to determine  confidentially
whether shares held subject to the plan will be tendered in a tender or exchange
offer); or (iii) following the transaction in which such person became an


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Interested Stockholder, the Business Combination is (x) approved by the board of
directors of the  corporation and (y) authorized at a meeting of stockholders by
an affirmative vote of the holders of two-thirds of the outstanding voting stock
of the corporation not owned by the Interested Stockholder.

     Section 203 provides that,  during the three-year period following the date
a person becomes an Interested  Stockholder,  the  corporation  may not merge or
consolidate  with  an  Interested  Stockholder  or any  affiliate  or  associate
thereof,  and  also  may  not  engage  in  certain  other  transactions  with an
Interested Stockholder or any affiliate or associate thereof, including, without
limitation,  (i) any sale, lease, exchange,  mortgage, pledge, transfer or other
disposition  of  assets  (except   proportionately   as  a  stockholder  of  the
corporation)  having  an  aggregate  market  value  equal  to 10% or more of the
aggregate market value of either the aggregate value of all of the assets of the
corporation or the aggregate market value of all of the outstanding stock of the
corporation;  (ii) any transaction  which results in the issuance or transfer by
the  corporation  or by  certain  subsidiaries  thereof  of  any  stock  of  the
corporation to the Interested Stockholder,  subject to certain exceptions; (iii)
any  transaction  involving the  corporation  or any  majority-owned  subsidiary
thereof which has the effect of increasing the proportionate  share of the stock
of any class or series, or securities convertible into the stock of any class or
series,  of the  corporation  or any  such  subsidiary  which  is  owned  by the
Interested  Stockholder  (except  as a  result  of  immaterial  changes  due  to
fractional share adjustments or as a result of any purchase or redemption of any
shares  of  stock  not  caused,  directly  or  indirectly,   by  the  Interested
Stockholder);  or (iv) any receipt by the Interested  Stockholder of the benefit
(except  proportionately  as a stockholder  of such  corporation)  of any loans,
advances, guarantees, pledges or other financial benefits provided by or through
the corporation.

     In accordance with the  requirements of Section 203, the Company's Board of
Directors  has approved the Merger and the Merger  Agreement  for the purpose of
exempting  Parent and the Purchaser  from the provisions of Section 203, and the
terms of the Merger Agreement,  the Stockholders Agreements and the transactions
contemplated  thereby  for the  purpose  of  exempting  the Merger and the other
transactions  contemplated  thereby from  Section 203. AS A RESULT,  SECTION 203
WILL NOT APPLY TO CONSUMMATION OF THE OFFER AND THE MERGER.

     The  foregoing  summary  of  Section  203 of the DGCL is  qualified  in its
entirety by reference to the full text of that section.

<PAGE>



ITEM 9.  MATERIAL TO BE FILED AS EXHIBITS

EXHIBIT NO.                                       DESCRIPTION
- -----------     ---------------------------------------------------------

          1    Offer to Purchase dated August 28, 1997.

          2    Merger Agreement dated as of August 22, 1997 by and among Parent,
               the Purchaser and the Company.

          3    Information Statement Pursuant to Section 14(f) of the Securities
               Exchange Act of 1934 and Rule 14f-1 thereunder.*

          4    BioWhittaker,  Inc. 1991 Long-Term Stock Incentive Plan (attached
               as  Annex I to the  Form 10  General  Form  for  Registration  of
               Securities (the "Form 10") filed with the Securities and Exchange
               Commission  on September  25, 1991,  and  incorporated  herein by
               reference.

          5    BioWhittaker,  Inc.  1994  Stock  Option  Plan  for  Non-Employee
               Directors  (attached  as  Exhibit A to the  Company's  1994 Proxy
               Statement and incorporated herein by reference).

          6    Form of Change of Control  Employment  Agreement  dated March 11,
               1997,   between  the  Company  and  certain   Executives  thereof
               (included as Exhibit 10.19 to the Company's  Quarterly  Report on
               Form 10-Q for the quarter  ended April 30, 1997 and  incorporated
               herein by reference) and Assumption  Agreement dated as of August
               22, 1997.

          7    (a) Form of  Employment  Letter  dated  August 18,  1997  between
               Parent and each of the  Executives  who is a party to a Change of
               Control Employment Agreement. (b) Form of Employment Letter dated
               August 18, 1997, between Parent and Noel L. Buterbaugh

          8    (a) Form of  Stockholders  Agreement  by and  among  Parent,  the
               Purchaser and certain officers and directors of the Company.  (b)
               Form of Stockholders  Agreement by and among Parent the Purchaser
               and Anasco GmbH.

          9    Opinion  of Alex.  Brown & Sons  Incorporated  dated  August  22,
               1997.**

          10   Form of  Stockholder  Rights  Protection  Agreement  between  the
               Company  and  Bank  of  Boston,  as  Rights  Agent  (the  "Rights
               Agreement"  (included  as  Exhibit  4.2 to the  Company's  Annual
               Report on Form 10-K for the fiscal year ended  October 31,  1995,
               and incorporated herein by reference).

          11   Amendment  No. 1 to the Rights  Agreement  dated as of August 22,
               1997.

          12   Letter to Stockholders dated August 28, 1997.***

          13   Press  Release  issued by Parent  and the  Company  on August 25,
               1997.

          14   Form of letter to  participants in  BioWhittaker,  Inc.'s Savings
               and Stock Investment Plan ("BSSIP").***

          15   intentionally omitted

          16   Confidentiality  Agreement between Company and Parent dated March
               20, 1997.

 - ---------------
*   Included as Annex A hereto.

**  Included as Annex B hereto.

*** Included in materials mailed to stockholders or participants in the BSSIP.



<PAGE>




                                    SIGNATURE

   After  reasonable  inquiry and to the best of its knowledge  and belief,  the
undersigned certifies that the information set forth in this Statement is true,
                              complete and correct.

                                         BIOWHITTAKER, INC.
Date: August 28, 1997
                                         By: /s/ Noel L. Buterbaugh
                                        --------------------------------------
                                         Name: Noel L. Buterbaugh
                                         Title: President and Chief Executive
                                                         Officer




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