<PAGE>

This Form 10-Q consists of 24 sequentially numbered pages. The exhibit index 
appears on sequentially numbered page 22.
 
                                   FORM 10-Q
 
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON D.C. 20549

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

                 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) 
                   OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended June 30, 1997

                     Commission file number: 01-10920

                    Fisher Scientific International Inc. 
       -------------------------------------------------------------
          (Exact name of registrant as specified in its charter.)


            Delaware                             02-0451017
  ---------------------------------        ----------------------
  (State or other jurisdiction of            (I.R.S. Employer
  incorporation or organization)             Identification No.)

             Liberty Lane 
        Hampton, New Hampshire                         03842
-------------------------------------------     ------------------
 (Address of principal executive offices)           (Zip Code)


Registrant's telephone number, including area code: (603) 926-5911
 
    Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days: Yes X . No   .
                                                  ---    ---

The number of shares of Common Stock outstanding at July 31, 1997 was 
20,310,546.

<PAGE>

                      FISHER SCIENTIFIC INTERNATIONAL INC.

                                   FORM 10-Q
 
                      FOR THE QUARTER ENDED JUNE 30, 1997
 
                                     INDEX
 

                                                                   PAGE NO.
                                                                   --------

 
Part I--Financial Information:

    Item 1--Financial Statements:
 
           Introduction to the Financial Statements....................3
 
           Income Statements -
           Three and Six Months Ended June 30, 1997 and 1996...........4
 
           Balance Sheets -
           June 30, 1997 and December 31, 1996.........................5
 
           Statements of Cash Flows -
           Six Months Ended June 30, 1997 and 1996.....................6
 
           Notes to Financial Statements...............................7
 
    Item 2--Management's Discussion and Analysis of Results
            of Operations and Financial Condition.....................10

Part II--Other Information:

    Item 2--Changes in Securities.....................................15

    Item 4--Submission of Matters to a Vote of Security Holders.......18

    Item 6--Exhibits and Reports on Form 8-K..........................19

SIGNATURE.............................................................20

EXHIBIT INDEX.........................................................22

                                      2

<PAGE>

                  FISHER SCIENTIFIC INTERNATIONAL INC.

                      PART 1--FINANCIAL INFORMATION

ITEM 1--FINANCIAL STATEMENTS

           INTRODUCTION TO THE FINANCIAL STATEMENTS

     The condensed consolidated financial statements included herein have 
been prepared by Fisher Scientific International Inc. ("Fisher" or the 
"Company"), without audit, pursuant to the rules and regulations of the 
Securities and Exchange Commission. Certain information and footnote 
disclosures normally included in financial statements prepared in accordance 
with generally accepted accounting principles have been condensed or omitted 
pursuant to such rules and regulations. The December 31, 1996 balance sheet 
is the balance sheet included in the audited financial statements as shown in 
the Company's 1996 Annual Report on Form 10-K. The Company believes that the 
disclosures are adequate to make the information presented not misleading 
when read in conjunction with the financial statements included in the 
Company's Annual Report on Form 10-K for the year ended December 31, 1996.

     The financial information presented herein reflects all adjustments 
(consisting only of normal recurring adjustments) that are, in the opinion of 
management, necessary for a fair presentation of the results for the interim 
periods presented. The results for interim periods are not necessarily 
indicative of the results to be expected for the full year.

                                      3

<PAGE>


                      FISHER SCIENTIFIC INTERNATIONAL INC.
                               INCOME STATEMENTS
                     (in millions, except per share amounts)
                                   (unaudited)


<TABLE>
<CAPTION>

                                      Three Months Ended                Six Months Ended
                                           June 30,                         June 30,
                                      -------------------               -----------------
                                       1997         1996                 1997       1996
                                      -------      ------               ------     -------
<S>                                  <C>         <C>                   <C>        <C>
Sales                                 $542.6       $532.2               $1,069.3   $1,048.2

Cost of sales                          394.1        389.3                  774.5      769.7
Selling, general and
 administrative expense                127.4        119.0                  248.9      237.4
                                      ------       ------                -------   --------

Income from operations                  21.1         23.9                   45.9       41.1

Interest expense                         6.0          7.8                   12.1       16.4
Other (income) expense, net             (2.8)         0.6                   (4.4)       1.1
                                      ------       ------                -------   --------

Income before income taxes              17.9         15.5                   38.2       23.6
Income tax provision                     8.3          7.1                   17.6       10.7

Net income                            $  9.6       $  8.4                 $ 20.6   $   12.9
                                      ------       ------                -------   --------
                                      ------       ------                -------   --------

Earnings per common share:

Primary                               $ 0.47       $ 0.49                 $ 1.00   $   0.76
                                      ------       ------                -------   --------
                                      ------       ------                -------   --------
Fully diluted                         $ 0.46       $ 0.46                 $ 0.99   $   0.74
                                      ------       ------                -------   --------
                                      ------       ------                -------   --------

</TABLE>

                            See the accompanying notes to financial statements.

                                     4

<PAGE>


                        FISHER SCIENTIFIC INTERNATIONAL INC.
                                  BALANCE SHEETS
                                   (in millions)


                                           June 30,      December 31,
                                             1997            1996
                                          -----------    ------------
ASSETS                                    (Unaudited)
Current assets: 
 Cash and cash equivalents                 $   16.3      $       24.7
 Receivables, net                             316.6             316.6
 Inventories                                  245.9             256.0
 Other current assets                          70.1              55.5
                                           --------      ------------
    Total current assets                      648.9             652.8

Property, plant and equipment, net            212.8             209.5
Goodwill                                      295.1             292.7
Other assets                                  103.0             107.7
                                           --------      ------------
                                           $1,259.8      $    1,262.7
                                           --------      ------------
                                           --------      ------------

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Current portion of long-term debt         $   19.6      $       14.6
 Accounts payable                             218.5             234.5
 Accrued and other current liabilities        126.0             143.9
                                           --------      ------------
    Total current liabilities                 364.1             393.0

Long-term debt                                295.5             281.5
Other liabilities                             194.1             202.0
                                           --------      ------------
    Total liabilities                         853.7             876.5
                                           --------      ------------

Commitments and contingencies

Stockholders' equity:

 Preferred stock                                 --                --
 Common stock                                   0.2               0.2
 Capital in excess of par value               275.7             270.7
 Retained earnings                            148.2             128.4
 Other                                        (18.0)            (13.1)
                                           --------      ------------
    Total stockholders' equity                406.1             386.2
                                           --------      ------------
                                           $1,259.8      $    1,262.7
                                           --------      ------------
                                           --------      ------------

         See the accompanying notes to financial statements.

                                     5

<PAGE>

                   FISHER SCIENTIFIC INTERNATIONAL INC.
                       STATEMENTS OF CASH FLOWS
                            (in millions)
                             (unaudited)


                                                Six Months Ended
                                                    June 30,
                                               ------------------
                                                1997        1996
                                               ------      ------
Cash flows from operating activities:
  Net income                                   $ 20.6      $ 12.9
  Adjustments to reconcile net income to
    cash used by operating activities:
      Depreciation and amortization              22.3        21.9
      Gain on sale of assets                     (2.8)         --
      Deferred income taxes                       2.5         3.3
      Changes in working capital:
        Receivables, net                          1.3         2.1
        Inventories                              11.5         1.9
        Payables, accrued and other current
          liabilities                           (30.0)      (43.8)
        Other working capital changes             2.5         4.9
      Other assets and liabilities              (20.1)        0.8
                                               ------      ------
        Cash provided by operating activities     7.8         4.0
                                               ------      ------

Cash flows from investing activities:
  Acquisitions, net of cash acquired             (8.6)       (4.7)
  Capital expenditures                          (32.4)      (11.6)
  Other investing activities                      1.8        (0.4)
                                               ------      ------
        Cash used in investing activities       (39.2)      (16.7)
                                               ------      ------

Cash flows from financing activities:
  Proceeds from stock options exercised           4.0         4.8
  Dividends paid                                 (0.8)       (0.7)
  Long-term debt proceeds                        89.1         2.1
  Long-term debt payments                       (69.3)      (40.5)
                                               ------      ------
        Cash provided (used) by financing
          activities                             23.0       (34.3)
                                               ------      ------

Net change in cash and cash equivalents          (8.4)      (47.0)
Cash and cash equivalents - beginning
  of period                                      24.7        63.7
                                               ------      ------
Cash and cash equivalents - end of period      $ 16.3      $ 16.7
                                               ------      ------
                                               ------      ------


           See the accompanying notes to financial statements.


                                   6

<PAGE>

                      FISHER SCIENTIFIC INTERNATIONAL INC.
 
                         NOTES TO FINANCIAL STATEMENTS

NOTE 1--BASIS OF PRESENTATION

    Fisher Scientific International Inc.'s ("Fisher" or the "Company") 
operations are conducted by wholly owned and majority-owned subsidiaries, 
joint ventures, equity interests and agents, located in North and South 
America, Europe, the Far East, the Middle East and Africa. The Company's 
activities relate principally to one business segment--scientific and 
clinical products. This includes operations engaged in the supply, marketing, 
service and manufacture of scientific, clinical, educational, occupational 
health and safety products. Other activities include third-party services and 
electronic commerce.
 
NOTE 2--ACCOUNTING PRONOUNCEMENTS
 
    In February 1997, the Financial Accounting Standards Board issued 
Statement No. 128, "Earnings per Share" (SFAS No. 128). SFAS No. 128 
establishes new standards for computing and presenting earnings per share. 
The Company is required to adopt SFAS No. 128 in the fourth quarter of 1997. 
If the provisions of SFAS No. 128 had been used to calculate EPS for the 
three and six months ended June 30, 1997 and 1996, the effect on earnings per 
share would have been insignificant.

NOTE 3--INVENTORIES

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

                                        June 30,             December 31, 
                                         1997                     1996
                                        --------             -------------

Raw material                             $  13.6                   $  11.2
Work in process                              3.5                       3.0
Finished products                          228.8                     241.8
                                        --------             -------------
                                         $ 245.9                   $ 256.0
                                        --------             -------------
                                        --------             -------------


                                      7

<PAGE>

NOTE 4--OTHER CURRENT ASSETS

     In the second quarter of 1997, the Company sold a non-core asset 
resulting in a $1.5 million gain classified in other income and expense and a 
$17.6 million receivable classified in other current assets at June 30, 1997. 
This amount was collected in the third quarter of 1997.

NOTE 5--DEBT
 
    The following is a summary of debt and other obligations (in millions):

                                        June 30,             December 31,
                                         1997                     1996
                                        --------             -------------
Bank Credit Facility                     $  134.3                $  116.8
7 1/8% Notes (net of a discount 
of $1.1 million at June 30, 1997
and December 31, 1996)                      148.9                   148.9
Other                                        31.9                    30.4
Less current portion of long-term debt      (19.6)                  (14.6)
                                        --------             -------------
                                         $  295.5                $  281.5
                                        --------             -------------
                                        --------             -------------

NOTE 6--STOCKHOLDERS' EQUITY

    On June 4, 1997, the Board of Directors of Fisher declared a quarterly 
cash dividend of $0.02 per share, payable July 3, 1997 to stockholders of 
record June 18, 1997.

    On June 9, 1997, the Board of Directors of Fisher declared a dividend of 
one preferred share purchase right (a "Right") for each outstanding share of 
common stock ("Common Shares") of the Company. The dividend was payable on 
June 19, 1997 to stockholders of record on that date. The description of all 
terms of the Rights are set forth in a Rights Agreement between the Company 
and ChaseMellon Shareholder Services, L.L.C. (the "Rights Agreement"). Until 
the occurrence of a Distribution Date (as defined in the Rights Agreement), 
the Rights will be evidenced by the Common Stock certificates and may be 
transferred only with the Common Stock. Each Right, when exercisable, 
entitles the registered holder to purchase from the Company one one-hundredth 
of a share of Series A Junior Participating Preferred Stock, without par 
value (the "Preferred Shares"), of the Company at a price of $190 per one 
one-hundredth of a Preferred Share, subject to adjustment. There are 500,000 
authorized shares of Series A Junior Preferred Stock. When issued, each 
Preferred Share is entitled to an aggregate dividend of 100 times the 


                                      8

<PAGE>

dividend declared per Common Share. Additionally, in the event of 
liquidation, the holders of the Preferred Shares will be entitled to an 
aggregate payment of 100 times the payment made per Common Share. Each 
Preferred Share will also have 100 votes. In the event of a transaction in 
which Common Shares are exchanged, each Preferred Share will be entitled to 
receive 100 times the amount received per Common Share.

    The Rights will expire on June 8, 2007 (the "Final Expiration Date"), 
unless the Final Expiration Date is extended or unless the Rights are earlier 
redeemed or exchanged by the Company.

NOTE 7--SUBSEQUENT EVENTS
 
    On August 7, 1997, the Company and FSI Merger Corp. ("FSI"), a Delaware 
corporation formed by Thomas H. Lee Company ("THL Co.") entered into an 
agreement and plan of merger (the "Merger Agreement") providing for a 
recapitalization of Fisher. Under the terms of the Merger Agreement, 
approximately 97% of the fully diluted common stock of Fisher will be 
converted into the right to receive $51.00 per share in cash (approximately 
$1.06 billion in the aggregate). Pursuant to an election process that gives 
priority to eligible employees presently holding Fisher Common Stock and 
opting to purchase Fisher Common Stock, the remaining shares will be retained 
by existing stockholders and will represent ownership in the recapitalized 
company. Consummation of the merger is subject among other things to certain 
customary conditions, including certain regulatory and stockholder approvals, 
receipt of necessary financing and customary conditions including the absence 
of material adverse changes to the Company. In the event the Merger Agreement 
is terminated for any reason other than a material breach by FSI, the Merger 
Agreement requires the Company to reimburse THL or FSI for all out-of-pocket 
expenses and fees incurred by THL or FSI up to a stated maximum. The Merger 
Agreement also provides for the payment to FSI of a Termination Fee under 
certain circumstances. A copy of the Merger Agreement is included as Exhibit 
4.3 to this Form 10-Q. If the Merger is consummated, the transaction would 
qualify as a change in control and vesting of outstanding common stock 
options may accelerate. The Company also has agreements with certain of its 
key executives and severance plans for key employees which provide for 
severance payments under certain circumstances in the event an employee is 
severed following a change in control.

    In connection with the Merger Agreement, the Board of Directors of the 
Company approved a First Amendment, dated as of August 7, 1997 (the "First 
Amendment"), to the Rights Agreement. The First Amendment provides, among 
other things, that FSI and its Affiliates (as defined in the First Amendment) 
would not be deemed an Acquiring Person (as such term is defined in the 
Rights Agreement).

                                      9

<PAGE>

ITEM 2--MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
        OPERATIONS AND FINANCIAL CONDITION

    This Form 10-Q contains forward-looking statements within the meaning of 
Section 27A of the Securities Act of 1933 and Section 21E of the Securities 
Exchange Act of 1934. The Company's actual results could differ materially 
from those set forth in the forward-looking statements. Certain factors that 
might cause such a difference include those factors discussed in the section 
entitled "Management's Discussion and Analysis of Results of Operations and 
Financial Condition--Cautionary Factors Regarding Forward-Looking Statements" 
contained in the Company's Form 10-K for the year ended December 31, 1996.
 
RESULTS OF OPERATIONS
 
    SALES
 
    Sales for the three and six months ended June 30, 1997 each increased 2% 
to $542.6 million and $1,069.3 million, respectively, from $532.2 million and 
$1,048.2 million for the comparable periods in 1996. Sales growth in Fisher's 
historical North American and international operations was partially offset 
by a decrease in sales to the U.S. clinical laboratory market. As a result of 
the slowdown in sales to the clinical laboratory market and the current 
strike of United Parcel Service of America, Inc., the Company expects 
near-term revenue growth to remain below historical levels.
 
GROSS PROFIT
 
    Fisher's gross profit for the three- and six-month periods ended June 30, 
1997 increased 4% and 6% to $148.5 million and $294.8 million, respectively, 
from $142.9 million and $278.5 million for the comparable periods in 1996, 
primarily resulting from improvements in gross profit as a percent of sales. 
Gross profit as a percent of sales increased to 27.6% for the six months 
ended June 30, 1997 from 26.6% for the same period in 1996. The increase 
largely reflects improvements in gross margins of Fisher's historical North 
American operations.
 
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE
 
    Selling, general and administrative expense for the three and six months 
ended June 30, 1997 increased 7% and 5% to $127.4 million and $248.9 million, 
respectively, from $119.0 million and $237.4 million for the comparable 
periods in 1996. Selling, general and administrative expense in both periods 
includes nonrecurring costs associated with the implementation of the 
restructuring plan that began in the third quarter of 1995, the integration 
of Curtin Matheson Scientific Inc. ("CMS"), acquired in October 1995, into 
Fisher, actions taken this year to improve operating efficiencies and the 
Board of Directors' recent review of strategic alternatives.  Nonrecurring 
integration and restructuring-related costs include costs resulting from the 
temporary duplication of 

                                     10

<PAGE>

operations, relocation of inventories and employees, hiring 
and training new employees, and other one-time and redundant costs, which 
will be eliminated as the integration and restructuring plans are completed.
These costs are recognized as incurred. For the three and six months ended 
June 30, 1997, $6.4 million and $8.3 million, respectively, of such costs 
were included in selling, general and administrative expense compared with 
$5.1 million and $10.0 million for the comparable periods in 1996. The 
Company expects these costs to approximate $12 million to $17 million for 
1997.
 
    Operations outside of the United States continue to have significantly 
higher selling, general and administrative expense as a percentage of sales 
as compared with that of Fisher's domestic operations. These higher costs are 
being incurred as part of a plan to develop an integrated worldwide supply 
capability, the benefit of which has not been fully realized.
 
INCOME FROM OPERATIONS
 
    Income from operations for the three months ended June 30, 1997 decreased 
to $21.1 million from $23.9 million for the corresponding period in 1996. 
Income from operations for the six month period ended June 30, 1997 increased 
to $45.9 million from $41.1 million for the corresponding period in 1996. 
Income from operations as a percent of sales increased to 4.3% for the six 
months ended June 30, 1997, compared with 3.9% for the same period in 1996.
 
INTEREST EXPENSE
 
    Interest expense for the three- and six-month periods ended June 30, 1997 
decreased to $6.0 million and $12.1 million, respectively from $7.8 million 
and $16.4 million for the comparable periods in 1996. These decreases 
principally reflect the June 1996 conversion and redemption of the Company's 
$125 million step-up convertible notes.
 
OTHER (INCOME) EXPENSE, NET
 
    Other (income) expense, net for the three- and six-month periods ended 
June 30, 1997 increased to $2.8 million and $4.4 million of income, 
respectively, from $0.6 million and $1.1 million of expense for the 
comparable periods in 1996. These increases were primarily due to gains on 
sales of non-core assets.

NET INCOME
 
    Net income for the three and six months ended June 30, 1997 increased to 
$9.6 million and $20.6 million, respectively, from $8.4 million and $12.9 
million for the comparable periods in 1996 as a result of the factors 
discussed above.

                                     11

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES
 
    During the six months ended June 30, 1997, the Company's operations 
provided $7.8 million of cash compared with $4.0 million for the same period 
in 1996. This increase in cash provided by operating activities primarily 
resulted from an increase in net income and changes in operating working 
capital, discussed below.
 
    The Company's operating working capital (defined as receivables plus 
inventories less accounts payable and accrued liabilities) increased to 
$218.0 million at June 30, 1997 from $194.2 million at December 31, 1996. 
This increase is due to decreases in accounts payable and accrued liabilities 
partially offset by a decrease in inventories. The decreases in accounts 
payable and accrued liabilities are principally attributable to payments of 
previously accrued restructuring and integration amounts, payments of accrued 
compensation and benefit amounts and timing of payment of other previously 
accrued amounts. The decrease in inventories is due to an overall plan to 
reduce inventories while maintaining service levels.
 
    Excluding the effect, if any, of future acquisitions and anticipated 
temporary inventory duplications as the Company completes the consolidation 
and relocation of its logistical facilities in North America, the Company's 
operating working capital requirements are not anticipated to increase 
substantially throughout the remainder of 1997.
 
    During the six months ended June 30, 1997, the Company used $39.2 million 
of cash for investing activities compared with $16.7 million for the same 
period in 1996. The increase in cash used for investing activities is 
primarily due to capital expenditures. For the six months ended June 30, 1997 
and 1996, the Company had capital expenditures of $32.4 million and $11.6 
million, respectively. This increase is due to the Company's investment in 
new logistical facilities in North America and the Far East.
 
    During the six months ended June 30, 1997, the Company's financing 
activities provided $23.0 million compared with using $34.3 million for the 
same period in 1996. This change is primarily due to $19.8 million in net 
long-term debt proceeds in the first six months of 1997, which were used to 
fund capital expenditures and acquisitions. In the same period in 1996, the 
Company made net long-term debt payments of $38.4 million, primarily funded 
from surplus cash.
 
    Fisher expects that cash flows from operations, together with cash and 
cash equivalents on hand and funds available under existing credit 
facilities, will be sufficient to meet ongoing operating and capital 
expenditure requirements.
 
    On June 4, 1997, the Board of Directors of Fisher declared a quarterly cash 
dividend of $0.02 per share, payable July 3, 1997 to shareholders of record 
June 18, 1997. The Company plans to continue paying regular quarterly 
dividends, which will be funded by cash generated from operations. No 
dividend will be payable unless declared by the Fisher Board of Directors and 
funds are legally available for payment of a dividend.


                                     12

<PAGE>

    On June 9, 1997, the Board of Directors of Fisher declared a dividend of 
one preferred share purchase right (a "Right") for each outstanding share of 
common stock ("Common Shares") of the Company. The dividend was payable on 
June 19, 1997 to stockholders of record on that date. The description of all 
terms of the Rights are set forth in a Rights Agreement between the Company 
and ChaseMellon Shareholder Services, L.L.C. (the "Rights Agreement"). Until 
the occurrence of a Distribution Date (as defined in the Rights Agreement), 
the Rights will be evidenced by the Common Stock certificates and may be 
transferred only with the Common Stock. Each Right, when exercisable, 
entitles the registered holder to purchase from the Company one one-hundredth 
of a share of Series A Junior Participating Preferred Stock, without par 
value (the "Preferred Shares"), of the Company at a price of $190 per one 
one-hundredth of a Preferred Share, subject to adjustment. There are 500,000 
authorized shares of Series A Junior Preferred Stock. When issued, each 
Preferred Share is entitled to an aggregate dividend of 100 times the 
dividend declared per Common Share. Additionally, in the event of 
liquidation, the holders of the Preferred Shares will be entitled to an 
aggregate payment of 100 times the payment made per Common Share. Each 
Preferred Share will also have 100 votes. In the event of a transaction in 
which Common Shares are exchanged, each Preferred Share will be entitled to 
receive 100 times the amount received per Common Share.

    The Rights will expire on June 8, 2007 (the "Final Expiration Date"), 
unless the Final Expiration Date is extended or unless the Rights are earlier 
redeemed or exchanged by the Company.

FINANCIAL CONDITION
 
    At June 30, 1997, current assets decreased $3.9 million from December 31, 
1996, with a decrease in cash and inventories of $8.4 million and $10.1 
million, respectively, partially offset by an increase of $14.6 million in 
other current assets. The decrease in cash resulted primarily from capital 
expenditures related to the Company's investment in new logistical facilities 
in North America and the Far East in excess of net proceeds on long-term 
debt. The decrease in inventories is due to an overall plan to reduce 
inventories while maintaining service levels. The increase in other current 
assets is primarily due to a receivable on the sale of a non-core asset 
recorded in the second quarter of 1997. Long-term assets increased by $1.0 
million from December 31, 1996, with increases of $3.3 million in property, 
plant and equipment, net and of $2.4 million in goodwill partially offset by 
a decrease of $4.7 million in other assets. The increase in property, plant 
and equipment, net resulted from the capital expenditures discussed above, 
partially offset by the sale of a non-core asset recorded and depreciation. 
The increase in goodwill is due to small international acquisitions and the 
decrease in other assets resulted from a reduction in deferred taxes 
primarily related to restructuring and integration spending. Changes in other 
current liabilities and long-term debt are discussed above. Other long-term 
liabilities decreased $7.9 million, primarily due to integration-related 
items.

                                       13

<PAGE>

    On August 7, 1997, the Company and FSI Merger Corp. ("FSI"), a Delaware 
corporation formed by Thomas H. Lee Company ("THL Co.") entered into an 
agreement and plan of merger (the "Merger Agreement") providing for a 
recapitalization of Fisher. Under the terms of the Merger Agreement, 
approximately 97% of the fully diluted common stock of Fisher will be 
converted into the right to receive $51.00 per share in cash (approximately 
$1.06 billion in the aggregate). Pursuant to an election process that gives 
priority to eligible employees presently holding Fisher Common Stock and 
opting to purchase Fisher Common Stock, the remaining shares will be retained 
by existing stockholders and will represent ownership in the recapitalized 
company. Consummation of the merger is subject among other things to certain 
customary conditions, including certain regulatory and stockholder approvals, 
receipt of necessary financing and customary conditions including the absence 
of material adverse changes to the Company. In the event the Merger Agreement 
is terminated for any reason other than a material breach by FSI, the Merger 
Agreement requires the Company to reimburse THL or FSI for all out-of-pocket 
expenses and fees incurred by THL or FSI up to a stated maximum. The Merger 
Agreement also provides for the payment to FSI of a Termination Fee under 
certain circumstances. A copy of the Merger Agreement is included as Exhibit 
4.3 to this Form 10-Q. If the Merger is consummated, the transaction would 
qualify as a change in control and vesting of outstanding common stock 
options may accelerate. The Company also has agreements with certain of its 
key executives and severance plans for key employees which provide for 
severance payments under certain circumstances in the event an employee is 
severed following a change in control.

    In connection with the Merger Agreement, the Board of Directors of the 
Company approved a First Amendment, dated as of August 7, 1997 (the "First 
Amendment"), to the Rights Agreement. The First Amendment provides, among 
other things, that FSI and its Affiliates (as defined in the First Amendment) 
would not be deemed an Acquiring Person (as such term is defined in the 
Rights Agreement).

    As a national distributor, Fisher utilizes the services of United Parcel 
Service of America, Inc. ("UPS") for a significant portion of its domestic 
shipments. Although the Company has implemented a logistics plan to minimize 
the impact of the current strike, a prolonged work stoppage at UPS would have 
an adverse impact on future results of the Company.


                                     14

<PAGE>

                           PART II--OTHER INFORMATION

ITEM 2--CHANGES IN SECURITIES

     On June 9, 1997, the Board of Directors of Fisher Scientific 
International Inc. (the "Company") declared a dividend of one preferred share 
purchase right (a "Right") for each outstanding share of common stock, par 
value $0.01 per share (the "Common Shares"), of the Company. The dividend was 
payable on June 19, 1997 (the "Record Date") to the stockholders of record on 
that date. Each Right entitles the registered holder to purchase from the 
Company one one-hundredth of a share of Series A Junior Participating 
Preferred Stock, without par value (the "Preferred Shares"), of the Company 
at a price of $190 per one one-hundredth of a Preferred Share (the "Purchase 
Price"), subject to adjustment. The description and terms of the Rights are 
set forth in a Rights Agreement (the "Rights Agreement") between the Company 
and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights 
Agent").

     On August 7, 1997, the Company entered into an Agreement and Plan of 
Merger (the "Merger Agreement") with FSI Merger Corp., a Delaware corporation 
("FSI") founded by Thomas H. Lee Company. The Merger Agreement contemplates, 
among other things, the merger of FSI with and into the Company (the 
"Merger"). In connection with the Merger Agreement, the Board of Directors of 
the Company approved a First Amendment, dated as of August 7, 1997 (the 
"First Amendment"), to the Rights Agreement. The First Amendment provides, 
among other things, that FSI and its Affiliates (as defined in the First 
Amendment) would not be deemed an Acquiring Person (as such term is defined 
in the Rights Agreement).

    The following is a description of the Company's Rights Agreement, as 
amended by the First Amendment.

     Until the earlier to occur of (i) 10 days following a public 
announcement that a person or group of affiliated or associated persons (an 
"Acquiring Person") have acquired beneficial ownership of 15% or more of the 
outstanding Common Shares or (ii) 10 business days (or such later date as may 
be determined by action of the Board of Directors prior to such time as any 
person or group of affiliated persons becomes an Acquiring Person) following 
the commencement of, or announcement of an intention to make, a tender offer 
or exchange offer the consummation of which would result in the beneficial 
ownership by a person or group of 15% or more of the outstanding Common 
Shares (the earlier of such dates being called the "Distribution Date"), the 
Rights will be evidenced, with respect to any of the Common Share 
certificates outstanding as of the Record Date, by such Common Share 
certificate with a copy of this Summary of Rights attached thereto.

     The Rights Agreement provides that, until the Distribution Date (or 
earlier redemption or expiration of the Rights), the Rights will be 
transferred with and only with the Common Shares. Until the Distribution Date 
(or earlier redemption or expiration of 

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<PAGE>

the Rights), new Common Share certificates issued after the Record Date upon 
transfer or new issuance of Common Shares will contain a notation 
incorporating the Rights Agreement by reference. Until the Distribution Date 
(or earlier redemption or expiration of Rights), the surrender for transfer 
of any certificates for Common Shares outstanding as of the Record Date, even 
without such notation or a copy of this Summary of Rights being attached 
thereto, will also constitute the transfer of the Rights associated with the 
Common Shares represented by such certificate. As soon as practicable 
following the Distribution Date, separate certificates evidencing the Rights 
("Right Certificates") will be mailed to holders of record of the Common 
Shares as of the close of business on the Distribution Date and such separate 
Right Certificates alone will evidence the Rights.

     The Rights are not exercisable until the Distribution Date. The Rights 
will expire on June 8, 2007 and immediately prior to the Effective Time (as 
defined in the Merger Agreement) (the "Final Expiration Date"), unless the 
Final Expiration Date is extended or unless the Rights are earlier redeemed 
or exchanged by the Company in each case, as described below.

     The Purchase Price payable, and the number of Preferred Shares 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 
Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of 
certain rights or warrants to subscribe for or purchase Preferred Shares at a 
price, or securities convertible into Preferred Shares with a conversion 
price, less than the then-current market price of the Preferred Shares or 
(iii) upon the distribution to holders of the Preferred Shares of evidences 
of indebtedness or assets (excluding regular periodic cash dividends paid out 
of earnings or retained earnings or dividends payable in Preferred Shares) or 
of subscription rights or warrants (other than those referred to above).

     The number of outstanding Rights and the number of one one-hundredths of 
a Preferred Share issuable upon exercise of each Right are also subject to 
adjustment in the event of a stock split of the Common Shares or a stock 
dividend on the Common Shares payable in Common Shares or subdivisions, 
consolidations or combinations of the Common Shares occurring, in any such 
case, prior to the Distribution Date.

     Preferred Shares purchasable upon exercise of the Rights will not be 
redeemable. Each Preferred Share will be entitled to a minimum preferential 
quarterly dividend payment of $1 per share but will be entitled to an 
aggregate dividend of 100 times the dividend declared per Common Share. In 
the event of liquidation, the holders of the Preferred Shares will be 
entitled to a minimum preferential liquidation payment of $100 per share but 
will be entitled to an aggregate payment of 100 times the payment made per 
Common Share. Each Preferred Share will have 100 votes, voting together with 
the Common Shares. Finally, in the event of any merger, consolidation or 
other transaction in which Common Shares are exchanged, each Preferred Share 
will be entitled to receive 100 times the amount received per Common Share. 
These rights are protected by customary antidilution provisions.

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<PAGE>

     Because of the nature of the Preferred Shares' dividend, liquidation and 
voting rights, the value of the one one-hundredth interest in a Preferred 
Share purchasable upon exercise of each Right should approximate the value of 
one Common Share.

     In the event that the Company is acquired in a merger or other business 
combination transaction or 50% or more of its consolidated assets or earning 
power are sold after a person or group has become an Acquiring Person, proper 
provision will be made so that each holder of a Right will thereafter have 
the right to receive, upon the exercise thereof at the then current exercise 
price of the Right, that number of shares of common stock of the acquiring 
company which at the time of such transaction will have a market value of two 
times the exercise price of the Right. In the event that any person or group 
of affiliated or associated persons becomes an Acquiring Person, proper 
provision shall be made so that each holder of a Right, other than Rights 
beneficially owned by the Acquiring Person (which will thereafter be void), 
will thereafter have the right to receive upon exercise that number of Common 
Shares having a marker value of two times the exercise price of the Right.

     At any time after any person or group becomes an Acquiring Person and 
prior to the acquisition by such person or group of 50% or more of the 
outstanding Common Shares, the Board of Directors of the Company may exchange 
the Rights (other than Rights owned by such person or group which will have 
become void), in whole or in part, at an exchange ratio of one Common Share, 
or one one-hundredth of a Preferred Share (or of a share of a class or series 
of the Company's preferred stock having equivalent rights, preferences and 
privileges), per Right (subject to adjustment).

     With certain exceptions, no adjustment in the Purchase Price will be 
required until cumulative adjustments require an adjustment of at least 1% in 
such Purchase Price. No fractional Preferred Shares will be issued (other 
than fractions which are integral multiples of one one-hundredth of a 
Preferred Share, which may, at the election of the Company, be evidenced by 
depository receipts) and in lieu thereof, an adjustment in cash will be made 
based on the market price of the Preferred Shares on the last trading day 
prior to the date of exercise.

     At any time prior to the acquisition by a person or group of affiliated 
or associated persons of beneficial ownership of 15% or more of the 
outstanding Common Shares, the Board of Directors of the Company may redeem 
the Rights in whole, but not in part, at a price of $.01 per Right (the 
"Redemption Price"). The redemption of the Rights may be made effective at 
such time on such basis with such conditions as the Board of Directors in its 
sole discretion may establish. Immediately upon any redemption of the Rights, 
the right to exercise the Rights will terminate and the only right of the 
holders of Rights will be to receive the Redemption Price.

     The terms of the Rights may be amended by the Board of Directors of the 
Company without the consent of the holders of the Rights, including an 
amendment to lower certain thresholds described above to not less than the 
greater of (i) the sum of .001% and the 

                                     17

<PAGE>

largest percentage of the outstanding Common Shares then known to the Company 
to be beneficially owned by any person or group of affiliated or associated 
persons and (ii) 10%, except that from and after such time as any person or 
group of affiliated or associated persons becomes an Acquiring Person no such 
amendment may adversely affect the interests of the holders of the Rights.

     Until a Right is exercised, the holder thereof, as such, will have no 
rights as a stockholder of the Company, including, without limitation, the 
right to vote or to receive dividends.

     The Rights Agreement, dated as of June 9, 1997 between the Company and 
ChaseMellon Shareholders Services, L.L.C., as Rights Agent, pursuant to which 
the Rights were issued and the First Amendment dated August 7, 1997, are 
attached hereto as Exhibits 4.1 and 4.2, respectively. The foregoing summary 
of the Rights does not purport to be complete and is qualified in its 
entirety by reference to such exhibit, which is hereby incorporated herein by 
this reference in its entirety.

ITEM 4--SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     (a) The annual meeting of stockholders of the Company was held on 
         May 13, 1997.

     (b) At the annual meeting, Paul M. Montrone and Lt. Gen. Thomas P. 
         Stafford were each elected for a three-year term expiring in 2000. The
         terms of Philip E. Beckman, Michael D. Dingman, Robert A. Day,
         Gerald J. Lewis and Edward A. Montgomery as directors of the
         Company continued after the annual meeting.

     (c) The results of the voting on the proposals considered at the annual
         meeting of stockholders are as follows:

         1.  ELECTION OF DIRECTORS
                                                        VOTES 
                                  VOTES FOR            WITHHELD
                                  ---------            --------

             Mr. Montrone         14,694,952           1,776,366
             Lt. Gen. Stafford    14,643,808           1,827,510


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<PAGE>

         2.  PROPOSAL TO APPROVE THE COMPANY'S 1997 EQUITY-BASED AWARD PLAN

             The proposal to approve the 1997 Equity-Based Award Plan of the 
             Company was approved and voting results were as follows:

             9,338,591, FOR, 3,955,824 AGAINST, 1,895,263 ABSTAINED and 
             1,281,640 Broker Non-Votes.


         3.  APPOINTMENT OF INDEPENDENT AUDITORS

             The appointment of Deloitte & Touche LLP as independent auditors 
             for the current fiscal year was ratified, and voting results were
             as follows:

             14,740,571 FOR, 71,504 AGAINST AND 1,859,543 ABSTAINED.


ITEM 6--EXHIBITS AND REPORTS ON FORM 8-K
 
      (a) Exhibits:

          Exhibit 11--Computation of Earnings Per Common Share for the Three 
          and Six Months Ended June 30, 1997 and 1996.
 
          Exhibit 27--Financial Data Schedule
 
      (b) Reports on Form 8-K:
 
          The Company filed the following Current Reports on Form 8-K during 
          the period covered by this report:

          1.  Current Report on Form 8-K dated June 9, 1997 reporting Item 5 -
              Other Events, filed with the Securities and Exchange Commission
              on June 9, 1997.

          2.  Current Report on Form 8-K dated August 7, 1997 reporting 
              Item 5 - Other Events, filed with the Securities and Exchange
              Commission on August 8, 1997.

 
                                     19

<PAGE>

                                   SIGNATURE
 
    Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.
 
                        FISHER SCIENTIFIC INTERNATIONAL INC.
 
    Date: August 13, 1997          /S/ PAUL M. MEISTER 
         ----------------          ---------------------------
                                   PAUL M. MEISTER 
                                   Senior Vice President -
                                    Chief Financial Officer

                                     20

<PAGE>

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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549

                            ------------------------
 
                      FISHER SCIENTIFIC INTERNATIONAL INC.
 
                                    EXHIBITS
 
                                       TO
 
                                   FORM 10-Q
 
                      for the quarter ended June 30, 1997
 
                                 EXHIBIT INDEX




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                                     21

<PAGE>

                             EXHIBIT DESCRIPTION 



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

        4               Rights agreement dated as of            (1)
                        June 9, 1997, between the 
                        Company and ChaseMellon
                        Shareholder Services L.L.P., as
                        Rights Agent, which 
                        includes the form of Right 
                        Certificate as Exhibit A and the 
                        Summary of Rights to Purchase
                        Common Shares as Exhibit B.

       4.2              First Amendment to Rights               (2)
                        Agreement dated as of August 7,
                        1997, between the Company and
                        ChaseMellon Shareholder
                        Services, L.L.C.

       4.3              Agreement and Plan of Merger dated      (3)
                        as of August 7, 1997, by and between
                        the Company and FSI Merger Corp.

       11               Computation of Earnings Per             23
                        Common Share for the Three and 
                        Six Months Ended June 30, 1997 
                        and 1996 

       27               Financial Data Schedule                 24



       (1)  Filed as Exhibit 1.1 to the Registration Statement on
            Form 8-A filed with the Securities and Exchange Commission
            on June 9, 1997.

       (2)  Filed as Exhibit 3 to the Current Report on Form 8-K dated
            August 7, 1997, filed with the Securities and Exchange Commission
            on August 8, 1997.

       (3)  Filed as Exhibit 1 to the Current Report on Form 8-K dated
            August 7, 1997, filed with the Securities and Exchange Commission
            on August 8, 1997.


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