Edgar Filing: CHARLES RIVER LABORATORIES INTERNATIONAL INC

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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Under Rule 14a-12

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)

------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

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|_| Fee paid previously with preliminary materials.
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1) Amount previously paid:

2) Form, Schedule or Registration Statement No:

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4) Date Filed:

[CHARLES RIVER LOGO]

April 5, 2002

Dear Stockholder,

You are cordially invited to attend the 2002 Annual Meeting of Stockholders
of Charles River Laboratories International, Inc. (the "Company") to be held at
10 a.m. on Friday, May 3, 2002, at the Lanam Club, 260 North Main Street,
Andover, Massachusetts.

At the Annual Meeting, five persons will be elected to the Board of
Directors and the Company will ask the Stockholders to ratify the selection of
PricewaterhouseCoopers LLP as the Company's independent public accountants. The
Board of Directors recommends the approval of each of these proposals. Such
other business will be transacted as may properly come before the Annual
Meeting.

Whether you plan to attend the Annual Meeting or not, it is important that
your shares are represented. Therefore, you are urged to complete, sign, date
and return the enclosed proxy card promptly in accordance with the instructions
set forth on the card. This will ensure your proper representation at the Annual
Meeting.

Sincerely,

[/S/ JAMES C. FOSTER]

James C. Foster
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND
PRESIDENT

YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY PROMPTLY.

CHARLES RIVER LABORATORIES
INTERNATIONAL, INC.

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 3, 2002

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

To the Stockholders of
Charles River Laboratories International, Inc.

NOTICE IS HEREBY GIVEN that the Annual Meeting of Charles River Laboratories
International, Inc., a Delaware corporation (the "Company"), will be held on
Friday, May 3, 2002, at the Lanam Club, 260 North Main Street, Andover,
Massachusetts, at 10 a.m. for the following purposes:

1. To elect five members to the Board of Directors to hold office until the
next annual meeting of Stockholders.

2. To consider and act upon a proposal to ratify the appointment of
PricewaterhouseCoopers LLP as the Company's independent public
accountants for the fiscal year ending December 28, 2002.

3. To transact such other business as may be properly brought before the
Annual Meeting and any adjournments thereof.

The Board of Directors has fixed the close of business on March 12, 2002 as
the record date for the determination of Stockholders entitled to notice of and
to vote at the Annual Meeting and at any adjournments thereof.

All Stockholders are cordially invited to attend the Annual Meeting.
Attendance at the Annual Meeting will be limited to Stockholders and those
holding proxies from Stockholders. WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING
OR NOT, YOU ARE REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
CARD AS SOON AS POSSIBLE IN ACCORDANCE WITH THE INSTRUCTIONS ON THE PROXY CARD.
A PRE-ADDRESSED, POSTAGE PREPAID RETURN ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE.

BY ORDER OF THE BOARD OF DIRECTORS

[LOGO]

Dennis R. Shaughnessy
SECRETARY

CHARLES RIVER LABORATORIES
INTERNATIONAL, INC.
251 BALLARDVALE STREET
WILMINGTON, MA 01887
(978) 658-6000

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

PROXY STATEMENT

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

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Charles River Laboratories International, Inc., a Delaware
corporation (the "Company"), of proxies, in the accompanying form, to be used at
the Annual Meeting of Stockholders to be held at the Lanam Club, 260 North Main
Street, Andover, Massachusetts, on Friday, May 3, 2002, at 10 a.m. and any
adjournments thereof (the "Meeting").

Where the Stockholder specifies a choice on the proxy as to how his or her
shares are to be voted on a particular matter, the shares will be voted
accordingly. If no choice is specified, the shares will be voted:

- FOR the election of the five nominees for director named herein; and

- FOR the ratification of the appointment of PricewaterhouseCoopers LLP as
the Company's independent public accountants for the fiscal year ending
December 28, 2002.

Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Company a written
notice of revocation or a duly executed proxy bearing a later date. Any
Stockholder who has executed a proxy but is present at the Meeting, and who
wishes to vote in person, may do so by revoking his or her proxy as described in
the preceding sentence. Shares represented by valid proxies in the form
enclosed, received in time for use at the Meeting and not revoked at or prior to
the Meeting, will be voted at the Meeting. The presence, in person or by proxy,
of the holders of a majority of the outstanding shares of the Company's Common
Stock is necessary to constitute a quorum at the Meeting. Votes of Stockholders
of record who are present at the Meeting in person or by proxy, abstentions, and
broker non-votes (as defined below) are counted as present or represented at the
Meeting for purposes of determining whether a quorum exists.

Nominees for election as directors at the Meeting will be elected by a
plurality of the votes of the shares present in person or represented by proxy
at the Meeting. Withholding authority to vote for a nominee for director will
have no effect on the outcome of the vote. For the proposal to ratify the
appointment of PricewaterhouseCoopers LLP as the Company's independent public
accountants for the fiscal year ending December 28, 2002, the affirmative vote
of a majority of votes cast is required. Because abstentions are not part of the
votes cast, they have no effect on the proposal.

If you hold your shares of Common Stock through a broker, bank or other
representative, generally the broker or your representative may only vote the
Common Stock that it holds for you in accordance with your instructions.
However, if it has not timely received your instructions, the broker or your
representative may vote on certain matters for which it has discretionary voting
authority. If a broker or your representative cannot vote on a particular matter
because it does not have discretionary voting authority, this is a "broker
non-vote" on that matter. Broker non-votes are not counted for the purpose of
electing directors and approving the proposal relating to the ratification of
independent public accountants.

The close of business on March 12, 2002 has been fixed as the record date
for determining the Stockholders entitled to notice of and to vote at the
Meeting. As of the close of business on March 12, 2002, the Company had
44,233,602 shares of Common Stock outstanding and entitled to vote. Holders of
Common Stock at the close of business on the record date are entitled to one
vote per share on all matters to be voted on by Stockholders.

The cost of soliciting proxies, including expenses in connection with
preparing and mailing this Proxy Statement, will be borne by the Company. In
addition, the Company will reimburse brokerage firms and other persons
representing beneficial owners of Common Stock of the Company for their expenses
in forwarding proxy material to such beneficial owners. Solicitation of proxies
by mail or the Internet may be supplemented by telephone, telegram, telex and
personal solicitation by the Directors, officers or employees of the Company. No
additional compensation will be paid for such solicitation.

This Proxy Statement and the accompanying proxy are being mailed on or about
April 5, 2002 to all Stockholders entitled to notice of and to vote at the
Meeting.

The Annual Report to Stockholders for the fiscal year ended December 29,
2001 is being mailed to Stockholders with this Proxy Statement, but does not
constitute a part hereof.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows information regarding the beneficial ownership of
the Company's Common Stock as of March 12, 2002, which is the record date for
the purposes of determining Stockholders entitled to vote at the Annual Meeting.
For such date, the table covers:

- Each person or group of affiliated persons known by the Company to own
beneficially more than 5% of the outstanding shares of Common Stock;

- Each current member of the Board of Directors;

- Each executive officer named in the Summary Compensation Table on page 10
hereof; and

- All current directors and executive officers as a group.

The beneficial ownership has been determined in the table in accordance with
the rules of the Securities and Exchange Commission. In computing the number of
shares beneficially owned by a person and the percentage ownership of that
person on March 12, 2002, we have deemed shares of Common Stock subject to
options or warrants held by that person that are currently exercisable or will
become exercisable within 60 days of March 12, 2002, to be outstanding, but we
have not deemed these shares to be outstanding for computing the percentage
ownership of any other person. To our knowledge, except as set forth in the
footnotes below, each stockholder identified in the table possesses sole voting
and investment power with respect to all shares of Common Stock shown as
beneficially owned by that Stockholder. Beneficial ownership percentage is based
on 44,233,602 shares of Common Stock outstanding as of March 12, 2002.

None of the directors, executive officers or beneficial owners listed below
or their respective associates or security holders, is a party to any material
proceedings adverse to the Company or has a material interest adverse to the
Company.

The address for each listed director and officer is c/o Charles River
Laboratories International, Inc., 251 Ballardvale Street, Wilmington, MA 01887.

NUMBER OF SHARES
BENEFICIALLY PERCENTAGE OF SHARES
OWNED AS OF OUTSTANDING
NAME OF BENEFICIAL OWNER MARCH 12, 2002 AS OF MARCH 12, 2002
------------------------ ---------------- ---------------------

DLJ Merchant Banking Partners II, L.P.
and related investors(1)............................... 3,098,254(2) 7.0%
James C. Foster.......................................... 793,196(3) 1.8
Real H. Renaud........................................... 191,583(4) *
Dennis R. Shaughnessy.................................... 165,929(5) *
David P. Johst........................................... 220,860(6) *
Thomas F. Ackerman....................................... 154,746(7) *
Robert Cawthorn.......................................... 1,889 *
Stephen D. Chubb......................................... 42,773(8) *
Samuel O. Thier.......................................... 25,300(9) *
William Waltrip.......................................... 42,773(10) *
Officers and directors as a group (10 persons)........... 1,744,252(11) 3.9

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

* Less than 1%.

(1) Consists of shares held directly or indirectly by the DLJMB Funds (defined
on page 18) and the following related investors: DLJ Merchant Banking
Partners, II, L.P.; DLJ Merchant Banking Partners II-A, L.P.; DLJ
Investment Partners, L.P.; DLJ Offshore Partners II, C.V.; DLJ Capital
Corp.; DLJ Diversified Partners, L.P.; DLJ Diversified Partners-A, L.P.;
DLJ Millennium Partners, L.P.; DLJ Millennium Partners-A, L.P.; DLJMB
Funding II, Inc.; DLJ First ESC L.P.; DLJ EAB Partners, L.P.; DLJ ESC II,
L.P.; DLJ Investment Funding, Inc.; DLJ Capital Corporation; Sprout Capital
VIII, L.P. and Sprout Venture Capital, L.P. See "Certain Relationships and
Related Transactions." The address of each of these investors is 277 Park
Avenue, New York, New York 10172, except the address of Offshore Partners
is John B. Gorsiraweg 14, Willemstad, Curacao, Netherlands Antilles.

(2) Includes 227,910 shares for the DLJMB Funds and affiliates underlying
currently exercisable warrants.

(3) Includes 563,718 shares of Common Stock subject to options held by
Mr. Foster that are exercisable within 60 days of March 12, 2002.

(4) Includes 147,116 shares of Common Stock subject to options held by
Mr. Renaud that are exercisable within 60 days of March 12, 2002.

(5) Includes 138,168 shares of Common Stock subject to options held by
Mr. Shaughnessy that are exercisable within 60 days of March 12, 2002.

(6) Includes 128,979 shares of Common Stock subject to options held by
Mr. Johst that are exercisable within 60 days of March 12, 2002.

(7) Includes 128,979 shares of Common Stock subject to options held by
Mr. Ackerman that are exercisable within 60 days of March 12, 2002.

(8) Includes 24,000 shares of Common Stock subject to options held by
Mr. Chubb that are exercisable within 60 days of March 12, 2002.

(9) Includes 24,000 shares of Common Stock subject to options held by
Mr. Thier that are exercisable within 60 days of March 12, 2002.

(10) Includes 24,000 shares of Common Stock subject to options held by
Mr. Waltrip that are exercisable within 60 days of March 12, 2002.

(11) Includes 1,259,894 shares of Common Stock subject to options exercisable
within 60 days of March 12, 2002.

MANAGEMENT

BOARD OF DIRECTORS

Under the Company's By-laws, the number of members of the Company's Board of
Directors is fixed from time to time by the Board of Directors but may be
increased or decreased either by the Stockholders or by the majority of
directors then in office. Directors serve in office until the next annual
meeting of Stockholders and until their successors have been elected and
qualified or until their earlier death, resignation or removal.

The Board of Directors has voted to set the size of the Board of Directors
at five and to nominate James C. Foster, Robert Cawthorn, Stephen D. Chubb,
Samuel O. Thier and William Waltrip for election at the Meeting.

Set forth below are the names of the persons nominated as directors, their
ages, their positions with the Company, if any, their principal occupations or
employment for the past five years, the length of their tenure as directors and
the names of other public companies in which such persons hold directorships.

NAME AGE POSITION WITH THE COMPANY
---- -------- ----------------------------------

James C. Foster................... 51 Chairman, Chief Executive Officer,
President and Director
Robert Cawthorn................... 66 Director
Stephen D. Chubb.................. 58 Director
Samuel O. Thier................... 64 Director
William Waltrip................... 64 Director

JAMES C. FOSTER joined us in 1976 as General Counsel. Over the past
25 years, Mr. Foster has held various staff and managerial positions, with
Mr. Foster being named our President in 1991, Chief Executive Officer in 1992
and our Chairman in 2000. Mr. Foster also serves on the Board of Directors of
BioTransplant, Inc. Mr. Foster received a B.A. from Lake Forest College, a M.S.
from the Sloan School of Management at the Massachusetts Institute of
Technology, and a J.D. from Boston University School of Law.

ROBERT CAWTHORN retired on June 30, 2001 as an independent consultant to
Global Health Care Partners, a group at DLJ Merchant Banking, Inc., having been
a Managing Director from 1997 to 1999. Mr. Cawthorn was Chief Executive Officer
and Chairman of Rhone-Poulenc Rorer Inc. until May 1996. Further, he previously
served as an executive officer of Pfizer International and was the first
President of Biogen Inc. Mr. Cawthorn serves as Chairman of Actelion Ltd., and
also serves as a director of Coley Pharmaceutical Group, Inc., H(2)O
Technologies, Inc., NextPharma Technologies S.A., PharmaNet Inc. and Pharma
Marketing Ltd.

STEPHEN D. CHUBB has been Chairman, Director and Chief Executive Officer of
Matritech, Inc. since its inception in 1987. He is also a Certified Public
Accountant. Previously, Mr. Chubb served as President and Chief Executive
Officer of T Cell Sciences, Inc. and as President and Chief Executive Officer of
Cytogen Company. Mr. Chubb serves as a director of i-Stat Corporation and is a
Trustee of Mount Auburn Hospital in Cambridge.

SAMUEL O. THIER has been Chief Executive Officer of Partners HealthCare
System, Inc. since July 1996 and President of Partners HealthCare System since
1994. Previously, he served as President of The Massachusetts General Hospital
from 1994 through 1997 and as President of Brandeis University from 1991 to
1994. He has served as President of the Institute of Medicine of the National
Academy of Sciences and Chairman of the American Board of Internal Medicine, and
he is a Fellow of the American Academy of Arts and Sciences. He is a director of
Merck & Co., Inc. and Pranalytica, Inc.

WILLIAM WALTRIP has been a director of Bausch & Lomb Incorporated since
1985, and Chairman of the Board of Directors of Technology Solutions Company
since 1993. Previously, Mr. Waltrip served as Chairman and Chief Executive
Officer of Bausch & Lomb Incorporated, as Chief Executive Officer of Technology
Solutions Company, as Chairman and Chief Executive Officer of Biggers
Brothers, Inc., and as Chief Operating Officer of IU International Corporation.
He was also previously President and Chief Executive Officer and a director of
Purolator Courier Corporation. He is a director of Teachers Insurance and
Annuity Association, Thomas & Betts Corporation and Technology Solutions
Company.

Each of the Company's directors serves until the next annual meeting of the
Stockholders and until a successor is duly elected and qualified or until his
earlier death, resignation or removal. All members of the Board of Directors,
other than Mr. Thier, were elected at the time of the recapitalization pursuant
to the investors' agreement that was entered into in connection with that
transaction. Mr. Thier was elected as a director in April 2000. There are no
family relationships between any of the Company's directors or executive
officers. The Company's executive officers are elected by, and serve at the
discretion of, the Board of Directors. None of the Company's directors or
executive officers were involved in legal proceedings requiring disclosure under
Tem 401(f), Regulation S-K under the Securities Exchange Act of 1934.

COMMITTEES OF THE BOARD OF DIRECTORS AND MEETINGS

MEETING ATTENDANCE. During the fiscal year 2001, there were three meetings
of the Board of Directors, and the various committees of the Board of Directors
met a total of seven additional times. No director attended fewer than 75% of
the total number of meetings of the Board and of committees of the Board of
Directors on which he served during fiscal 2001, except for William Waltrip who
attended one meeting of the Board of Directors, three meetings of the Audit
Committee and one meeting of the Compensation Committee, and Stephen Chubb who
attended two meetings of the Board of Directors.

AUDIT COMMITTEE. The Audit Committee, which met five times in fiscal 2001,
has three members, Messrs. Chubb, Thier and Waltrip. The Audit Committee reviews
the engagement of the Company's independent accountants, reviews annual
financial statements, considers matters relating to accounting policy and
internal controls and reviews the scope of annual audits. Please see also the
report of the Audit Committee set forth elsewhere in this Proxy Statement.

COMPENSATION COMMITTEE. The Compensation Committee, which met two times
during fiscal 2001, has two members, Messrs. Cawthorn and Waltrip. The
Compensation Committee reviews, approves and makes recommendations on the
Company's compensation and benefit plans to ensure that they meet corporate
objectives. In addition, the Compensation Committee reviews compensation
policies, practices and procedures to ensure that legal and fiduciary
responsibilities of the Board of Directors are carried out and that such
policies, practices and procedures contribute to the success of the Company. The
Compensation Committee reviews the CEO's recommendations on compensation for all
of the Company's officers and on adopting and changing major compensation
policies and practices, and reports its recommendations to the entire Board of
Directors for approval and authorization. The Compensation Committee also
administers the Company's stock plans. Please see also the report of the
Compensation Committee set forth elsewhere in this Proxy Statement.

COMMITTEE ON DIRECTORS. The Committee on Directors was formed at the end of
fiscal 2001 and has met twice in 2002 since its formation. The Committee on
Directors has three members, Messrs. Cawthorn, Chubb and Waltrip. The Committee
on Directors makes recommendations to the Board on all matters relating to the
Board, including development and implementation of policies on composition,
participation and size of the Board, changes in the organization and procedures
of the Board and compensation of non-employee directors. The Committee on
Directors oversees matters of corporate governance, including Board performance.
The Committee on Directors considers director

nominees, including those submitted by shareholders in accordance with the
By-laws for recommendation to the Board.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. During 2001,
the Compensation Committee had four members, Messrs. Cawthorn, Dean, Waltrip and
Wendt, until the resignation of Mr. Dean and Mr. Wendt on December 13, 2001. No
executive officer or employee of the Company is a member of the Compensation
Committee. Since 1985, Mr. Waltrip has been a director of Bausch & Lomb
Incorporated and was its Chief Executive Officer in 1996 and Chairman of the
Board from 1996 to 1998, during which times the Company was a wholly owned
subsidiary of Bausch & Lomb Incorporated. Except as provided below, no member of
the Compensation Committee had any relationship with the Company requiring
disclosure under Item 404 of Regulation S-K under the Securities Exchange Act of
1934.

COMPENSATION OF DIRECTORS

The Company pays each unaffiliated and non-employee director an annual fee
of $10,000 for service as a director of the Company, plus $1,000 for each Board
of Directors meeting attended. Expenses incurred in attending Board of Directors
meetings and committee meetings are reimbursed by the Company.

Directors are eligible to participate in the Company's 2000 Directors Stock
Plan. The Company's 2000 Directors Stock Plan provides for the grant of both
automatic and discretionary non-statutory stock options to directors. Pursuant
to the plan, each unaffiliated and non-employee director will be automatically
granted an option to purchase 20,000 shares of Common Stock on the date he or
she is first elected or named a director. On the day of each annual meeting of
Stockholders, each independent director who served during the prior year will be
awarded an option to purchase 4,000 shares of Common Stock (pro-rated if the
director did not serve for the entire preceding year). There are 100,000 shares
of Common Stock reserved under this plan. Options for 4,000 shares were granted
under the plan in May 2001 to each of Messrs. Waltrip, Thier and Chubb.

EXECUTIVE OFFICERS

The names of, and certain information regarding, executive officers of the
Company who are not also directors are set forth below. The executive officers
serve at the discretion of the Board of Directors.

NAME AGE POSITION WITH THE COMPANY
---- -------- ----------------------------------

Thomas F. Ackerman................ 47 Senior Vice President and Chief
Financial Officer
David P. Johst.................... 40 Senior Vice President, Human
Resources and Administration
Julia D. Palm..................... 53 Senior Vice President and General
Manager, Biomedical Products and
Service
Real H. Renaud.................... 54 Senior Vice President and General
Manager, European and North
American Animal Operations
Dennis R. Shaughnessy............. 44 Senior Vice President, Corporate
Development, General Counsel and
Secretary

THOMAS F. ACKERMAN joined us in 1988 with over eleven years of combined
public accounting and international finance experience. He was named Controller,
North America in 1992 and became our

Vice President and Chief Financial Officer in 1996. In 1999, he was named a
Senior Vice President. He is currently responsible for overseeing our Accounting
and Finance Department, as well as the Information Technology Group. Prior to
joining us, Mr. Ackerman was an accountant at Arthur Anderson & Co.
Mr. Ackerman received a B.S. in Accounting from the University of Massachusetts
and is a certified public accountant.

DAVID P. JOHST joined us in 1991 as Corporate Counsel and was named Vice
President, Human Resources in 1995. He became Vice President, Human Resources
Administration in 1996, and a Senior Vice President in 1999. He is responsible
for overseeing our Human Resources Department, as well as several other
corporate staff departments. He also serves as our counsel on labor relations
matters. Prior to joining the Company, Mr. Johst was a corporate associate at
Boston's Hale and Dorr. Mr. Johst is a graduate of Dartmouth College, holds an
M.B.A. from Northeastern University and received his J.D. from Harvard
University Law School.

JULIA D. PALM joined us in 1995 with nearly 20 years of management and
marketing experience in the medical device and biotechnology industries. She
became Senior Vice President in 2001. Prior to joining us, she held various
marketing positions with Becton Dickinson, National Medical Care and W.R. Grace,
and served as President of W.R. Grace's Amicon Division immediately prior to
joining us. Ms. Palm has responsibility for overseeing a portfolio of most of
our biomedical products and services companies on a worldwide basis. Ms. Palm
holds a B.A. in Biology from Denison University and an M.B.A. from Farleigh
Dickinson University.

REAL H. RENAUD joined us in 1964 and has 36 years of small animal production
and related management experience. In 1986, Mr. Renaud became the Company's Vice
President of Production, with responsibility for overseeing the Company's North
American small animal operations, and was named Vice President, Worldwide
Production in 1990. Mr. Renaud became Vice President and General Manager,
European and North American Animal Operations in 1996, following a two-year
European assignment during which he provided direct oversight to our European
operations. In 1999, he became a Senior Vice President. Mr. Renaud attended
Columbia University's executive education program, and has also studied at the
Lyon Veterinary School and the Montreal Business School.

DENNIS R. SHAUGHNESSY joined us in 1988 as Corporate Counsel and was named
Vice President, Business Affairs in 1991. He became Vice President, Corporate
Development and General Counsel in 1994 and is responsible for overseeing the
Company's business development initiatives on a worldwide basis, as well as
handling the Company's overall legal affairs. He became a Senior Vice President
in 1999. Mr. Shaughnessy also serves as our Corporate Secretary. Prior to
joining us, Mr. Shaughnessy was a corporate associate at Boston's Testa,
Hurwitz & Thibeault and previously served in government policy positions.
Mr. Shaughnessy has a B.A. from The Pennsylvania State University, an M.S. from
The University of Michigan, an M.B.A. from Northeastern University, and a J.D.
from The University of Maryland School of Law.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following Summary Compensation Table sets forth summary information as
to compensation received by the Company's Chief Executive Officer and each of
the four other most highly compensated executive officers who were employed by
the Company on December 29, 2001 (collectively, the "named executive officers")
for services rendered to the Company in all capacities during the three fiscal
years ended December 29, 2001.

LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
----------------------------------- -----------------------
SECURITIES
OTHER RESTRICTED UNDERLYING
FISCAL ANNUAL STOCK OPTIONS/ ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION AWARD(S) SARS COMPENSATION(2)
--------------------------- -------- -------- -------- ------------- ---------- ---------- ----------------

James C. Foster ................. 2001 $447,910 $720,375 $ 30,559 -- 77,500 $130,730
Chairman, Chief Executive 2000 341,250 601,293 32,010 -- 40,000 132,292
Officer, President and Director 1999 324,727 790,001 355,357(1) -- 558,824 135,200

Real H. Renaud .................. 2001 $249,730 $252,425 $ 10,811 -- 21,800 $ 20,900
Senior Vice President and 2000 236,250 208,490 12,760 -- 16,000 44,075
General Manager, European and 1999 224,475 236,391 100,647(1) -- 163,793 42,252
North American Animal
Operations

Dennis R. Shaughnessy ........... 2001 $224,235 $272,438 $ 17,873 6,000 21,800 $ 6,020
Senior Vice President, 2000 185,000 240,873 14,511 -- 16,000 6,020
Corporate Development, General 1999 176,239 290,542 323,616(1)(3) -- 134,642 61,057
Counsel and Secretary

David P. Johst .................. 2001 $223,790 $287,438 $ 4,221 -- 21,800 $ 60,203
Senior Vice President, Human 2000 162,000 204,513 7,661 -- 16,000 20,203
Resources and Administration 1999 154,209 238,767 84,569(1) -- 125,254 60,003

Thomas F. Ackerman .............. 2001 $223,784 $287,438 $ 12,288 -- 21,800 $ 38,400
Senior Vice President and Chief 2000 162,000 204,154 14,026 -- 16,000 38,400
Financial Officer 1999 141,621 245,954 92,574(1) -- 125,254 38,200

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

(1) Amounts in this column for 1999 include contractual payments made by
Bausch & Lomb Incorporated to the named executive officers in lieu of
accelerating their unvested Bausch & Lomb Incorporated options upon the
closing of the recapitalization.

(2) Includes employer contribution under the Company's Executive Supplemental
Life Insurance Retirement Plan (Mr. Foster (2001: $127,330), (2000:
$128,892), (1999: $132,000); Mr. Renaud (2001: $17,500), (2000: $40,675),
(1999: $39,052); Mr. Shaughnessy (2001: $2,620), (2000: $2,620), (1999:
$57,857); Mr. Johst (2001: $56,803), (2000: $16,803), (1999: $56,803);
Mr. Ackerman (2001: $35,000), (2000: $35,000), (1999: $35,000)), and
Employee Savings Plan (Mr. Foster (2001: $3,400), (2000: $3,400), (1999:
$3,200); Mr. Renaud (2001: $3,400), (2000: $3,400), (1999: $3,200);
Mr. Shaughnessy (2001: $3,400), (2000: $3,400), (1999: $3,200); Mr. Johst
(2001: $3,400), (2000: $3,400), (1999: $3,200); Mr. Ackerman (2001: $3,400),
(2000: $3,400), (1999: $3,200)).

(3) Also includes a lump-sum payment of $253,000 made in return for
relinquishment of right to participate in the Company's Executive
Supplemental Life Insurance Retirement Plan.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

The following table sets forth information regarding each stock option and
stock appreciation right granted during fiscal year 2001 to each of the named
executive officers.

INDIVIDUAL GRANTS(1) POTENTIAL REALIZABLE
-------------------------------------------------------- VALUE AT ASSUMED ANNUAL
NUMBER OF PERCENT OF TOTAL RATES OF STOCK PRICE
SECURITIES OPTIONS/SARS EXERCISE APPRECIATION
UNDERLYING GRANTED TO OR BASE FOR OPTION TERM(2)
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION -----------------------
NAME GRANTED (1) FISCAL YEAR ($/SHARE) DATE 5% 10%
---- ------------ ---------------- --------- ---------- ---------- ----------

James C. Foster......... 77,500 10.3% $31.97 8/1/2011 $1,558,196 $3,948,776
Real H. Renaud.......... 21,800 2.9% 31.97 8/1/2011 438,306 1,110,752
Dennis R. Shaughnessy... 21,800 2.9% 31.97 8/1/2011 438,306 1,110,752
David P. Johst.......... 21,800 2.9% 31.97 8/1/2011 438,306 1,110,752
Thomas F. Ackerman...... 21,800 2.9% 31.97 8/1/2011 438,306 1,110,752

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

(1) The options were granted pursuant to the Company's 2000 Incentive Plan. The
options granted to the named executive officers are incentive stock options
to the extent permitted by law and vest annually in three equal
installments.

(2) The amounts shown in this table represent hypothetical gains that could be
achieved for the respective options if exercised at the end of the option
term. These gains are based on assumed rates of stock appreciation of 5% and
10% compounded annually from the date the respective options were granted to
their expiration date. The gains shown are net of the option exercise price,
but do not include deductions for taxes or other expenses associated with
the exercise. Actual gains, if any, on stock option exercises will depend on
the future performance of the Common Stock, the optionee's continued
employment through the option period and the date on which the options are
exercised.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

The following table sets forth for each of the named executive officers the
Company options exercised during the 2001 fiscal year, the number of shares
covered by both exercisable and unexercisable stock options as of December 29,
2001 and the value of "in-the-money" options as of December 29, 2001.

NUMBER OF SECURITIES VALUE OF THE UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS/SARS AT OPTIONS/SARS
SHARES FISCAL YEAR-END AT FISCAL YEAR-END(2)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- --------------- ----------- ------------- ----------- -------------

James C. Foster.......... -- -- 523,072 153,252 $14,854,211 $2,044,598
Real H. Renaud........... 20,000 $524,000 137,438 44,155 3,883,444 571,355
Dennis R. Shaughnessy.... -- -- 129,488 42,954 3,655,518 536,922
David P. Johst........... -- -- 121,237 41,817 3,418,962 504,325
Thomas F. Ackerman....... -- -- 121,237 41,817 3,418,962 504,325

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

(1) The values realized shown are net of option exercise prices, but do not
include deductions for taxes or other expenses associated with the exercise.

(2) The value of unexercised in-the-money options at fiscal year end assumes a
fair market value for the Company's Common Stock of $34.00, the closing sale
price per share of the Company's Common Stock, as reported on the New York
Stock Exchange on December 29, 2001, less the option exercise price.

PENSION AND SAVINGS PLANS

One of the Company's sponsored defined benefit plans, the Charles River
Laboratories, Inc. Pension Plan, is a qualified, non-contributory plan that
covers most U.S. employees. Benefits are based on participants' highest five
consecutive years of compensation and years of service. The amount of pension
payable at normal retirement (the later of age 65 and 5 years of service) is
equal to the greater of: (1) 1 1/8% of participants' highest five consecutive
years of compensation multiplied by years of service up to 40 years, less the
maximum offset allowance determined in accordance with Internal Revenue Code
Section 401(l); and (2) $180 multiplied by years of service. Participant's
rights vest upon completion of five years of service. Employees hired after
December 31, 2001, are not eligible to participate in the plan.

Certain officers and key employees of the Company also participate in the
Company's amended and restated Executive Supplemental Life Insurance Retirement
Plan, or ESLIRP, which is a non-funded, non-qualified arrangement. Annual
benefits under this Plan will equal a percentage of the highest five consecutive
years of compensation, offset by amounts payable under the Charles River
Laboratories, Inc. Pension Plan and Social Security. The age-based percentages
are 46% at age 59, and up to 55% at age 62 and over. The normal retirement age
is 62. Eligible spouses (married one year or longer at the executive's
retirement date) receive survivor benefits at a rate of 100% of the benefit paid
to the executives during the first 15 years following retirement and thereafter
at the rate of 50%. Executive officer participants vest as to 50% of the total
benefit after five years of service with a 10% incremental increase in vesting
percentage for each year thereafter. The Company has taken out several key
person life insurance policies with the intention of using their cash surrender
value to fund the ESLIRP Plan.

The following table shows the total estimated annual benefits payable under
the ESLIRP beginning at retirement (age 62) and continuing until the executive's
death. These estimates are based on the assumptions that an employee will
continue to work for the Company until normal retirement with no change in
current 2001 compensation. The total benefit below is offset by the Charles
River Laboratories, Inc. Pension Plan and Social Security. Amounts shown are
paid as a 15 year certain and continuous annuity with a 50% spousal benefit
after the 15 years.

HIGHEST FIVE-YEAR RETIREMENT AT AGE 62-
AVERAGE COMPENSATION ALL YEARS OF SERVICE
-------------------- ---------------------

$ 200,000.................... $110,000
300,000.................... 165,000
400,000.................... 220,000
500,000.................... 275,000
600,000.................... 330,000
700,000.................... 385,000
800,000.................... 440,000
900,000.................... 495,000
1,000,000................... 550,000

The (i) 2001 pensionable earnings (salary and bonus), (ii) current years of
service and (iii) projected total service at age 62 are as follows for each of
the named executive officers:

PROJECTED TOTAL
NAME COMPENSATION YEARS OF SERVICE YEARS OF SERVICE
---- ------------ ---------------- ----------------

Thomas F. Ackerman.................. $ 433,271 14.0 29.0
James C. Foster..................... 1,064,276 26.6 36.6
David P. Johst...................... 431,149 11.0 33.0
Real H. Renaud...................... 645,788 37.3 44.3
Dennis R. Shaughnessy............... 472,865 13.3 30.3

The estimated annual vested accrued benefits payable upon retirement at age
62, based on the 2001 pensionable earnings shown in the table above, is as
follows for the named executive officers participating in the ESLIRP, subject to
offset by amounts payable under the Charles River Laboratories, Inc. Pension
Plan and Social Security: Mr. Ackerman ($238,299), Mr. Foster ($585,352),
Mr. Johst ($237,132) and Mr. Renaud ($355,183). Mr. Shaughnessy is no longer a
participant in the ESLIRP. The estimated annual vested accrued benefits payable
upon retirement at age 65 (the normal retirement age under the pension plan) to
Mr. Shaughnessy under the Charles River Laboratories, Inc. Pension Plan is
$18,200.

EMPLOYEE AGREEMENTS AND COMPENSATION ARRANGEMENTS

The Company does not currently have employment agreements with any of its
named executive officers, other than the severance agreements discussed below.

SEVERANCE PLANS

In January 1999, Charles River Laboratories, Inc. adopted the 1999 Charles
River Laboratories Officer Separation Plan. This plan provides for severance
payments to vice presidents and more senior officers who are terminated for
reasons other than cause, voluntary resignation, disability, early or normal
retirement or death and who have not been offered comparable positions within
the Company. A participant under the plan is entitled to a severance payment
equal to one year of the officer's base pay plus the accrued vacation pay
payable to the officer as of the separation date. Under certain circumstances, a
participant is also entitled to receive a PRO RATA portion of the participant's
incentive bonus under the terms of the plan. Each of the named executive
officers other than Mr. Renaud is a participant under the plan. In
January 1992, Mr. Renaud entered into an agreement with Charles River
Laboratories, Inc. providing for a severance payment equal to one year of his
base pay if he is terminated for any reason other than for cause, and up to one
additional year of base pay until he finds non-competing employment. The plan
and the 1992 agreement with Mr. Renaud each prohibit the participant from
competing with Charles River Laboratories, Inc. for one year after termination
of the participant's employment.

On July 25, 1999, Charles River Laboratories, Inc. entered into an agreement
with each of the named executive officers providing for a severance payment to
any covered officer terminated by Charles River Laboratories, Inc. prior to
September 29, 2000 for any reason other than cause. Under these agreements,
Mr. Foster is entitled to a severance payment equal to two and one-half times
his base salary and each of Messrs. Thomas F. Ackerman, David P. Johst and
Dennis R. Shaughnessy is entitled to a severance payment equal to two times his
base salary.

PERFORMANCE GRAPH

The following graph compares the annual percentage change in the Company's
cumulative total stockholder return on its Common Stock during a period
commencing on June 23, 2000 and ending on December 29, 2001 (as measured by
dividing (i) the sum of (A) the cumulative amount of dividends for

the measurement period, assuming dividend reinvestment, and (B) the difference
between the Company's share price at the end and the beginning of the
measurement period; by (ii) the share price at the beginning of the measurement
period) with the cumulative total return of the S&P 500 Index and the NASDAQ
Pharmaceutical Index during such period. The Company has not paid any dividends
on the Common Stock, and no dividends are included in the representation of the
Company's performance. The stock price performance on the graph below is not
necessarily indicative of future price performance. Prior to June 23, 2000, the
Company's Common Stock was not publicly traded. Comparative data is provided
only for the period since that date. This graph is not "soliciting material," is
not deemed filed with the Securities and Exchange Commission and is not to be
incorporated by reference in any filing of the Company under the Securities Act
of 1933 or the Securities Exchange Act of 1934 whether made before or after the
date hereof and irrespective of any general incorporation language in any such
filing. Information used on the graph was obtained from the Standard & Poor's
Institutional Market Services, a source believed to be reliable, but the Company
is not responsible for any errors or omissions in such information.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

TOTAL SHAREHOLDER RETURNS

CHARLES RIVER S&P NASDAQ

MONTHS ENDING LABORATORIES INTERNATIONAL, INC. 500 INDEX PHARMACEUTICAL INDEX
06/23/2000 $100.00 $100.00 $100.00
06/30/2000 $100.85 $100.91 $103.71
07/28/2000 $125.28 $98.57 $96.58
08/25/2000 $125.28 $104.72 $112.11
09/29/2000 $154.55 $99.92 $113.88
10/27/2000 $115.91 $96.03 $102.46
11/24/2000 $109.66 $93.53 $95.90
12/29/2000 $124.43 $92.11 $94.90
01/27/2001 $113.92 $94.60 $91.25
02/24/2001 $105.50 $87.10 $86.66
03/31/2001 $112.50 $81.19 $70.56
04/28/2001 $109.77 $87.75 $79.39
05/26/2001 $148.00 $89.63 $85.81
06/30/2001 $154.55 $85.94 $87.66
07/28/2001 $131.27 $84.71 $80.65
08/25/2001 $163.18 $83.39 $80.92
09/29/2001 $160.77 $73.33 $70.67
10/27/2001 $146.09 $77.89 $77.85
11/24/2001 $151.36 $81.23 $85.18
12/29/2001 $154.55 $82.08 $81.20

REPORT OF COMPENSATION COMMITTEE

The Compensation Committee of the Board of Directors (the "Compensation
Committee") is composed entirely of outside directors. The Compensation
Committee, which consists of Mr. Cawthorn and Mr. Waltrip is responsible for
establishing and administering the Company's executive compensation policies.
This report addresses the compensation policies for fiscal year 2001 as they
affect Mr. Foster, in his capacity as Chairman, President and Chief Executive
Officer of the Company, and the other executive officers of the Company.

The objectives of the Company's executive compensation program are to:

- Provide a competitive compensation package that will attract and retain
superior talent and reward performance.

- Support the achievement of desired Company performance.

- Align the interests of executives with the long-term interests of
Stockholders through award opportunities that can result in ownership of
Common Stock, thereby encouraging the achievement of superior results over
an extended period.

EXECUTIVE OFFICER COMPENSATION PROGRAM

The Company's executive officer compensation program is comprised of:
(i) base salary, which is set on an annual basis; (ii) annual incentive bonuses,
which are based on the achievement of predetermined objectives; and
(iii) long-term incentive compensation in the form of periodic stock option or
restricted stock grants, with the objective of aligning the executive officers'
long-term interests with those of the Stockholders and encouraging the
achievement of superior results over an extended period.

The Compensation Committee performs annual reviews of executive compensation
to confirm the competitiveness of the overall executive compensation package as
compared with companies who compete with the Company to attract and retain
employees.

In considering compensation of the Company's executives, one of the factors
the Compensation Committee takes into account is the anticipated tax treatment
to the Company on various components of compensation. The Company does not
believe that Section 162(m) of the Internal Revenue Code of 1986, as amended,
which generally disallows a tax deduction for certain compensation in excess of
$1 million to any of the executive officers appearing in the Summary
Compensation Table above, will have an effect on the Company. The Compensation
Committee has considered the requirements of Section 162(m) of the Code and its
related regulations. It is the Compensation Committee's present policy to take
reasonable measures to preserve the full deductibility of substantially all
executive compensation, to the extent consistent with its other compensation
objectives.

BASE SALARY

The Compensation Committee reviews base salary levels for the Company's
executive officers on an annual basis. Base salaries are set competitively
relative to companies in the biotechnology industry and other comparable
companies. In determining salaries the Compensation Committee also takes into
consideration individual experience and performance. The Compensation Committee
seeks to compare the salaries paid by companies similar in size and stage of
development to the Company. Within this comparison group, the Company seeks to
make comparisons to executives at a comparable level of experience, who have a
comparable level of responsibility and expected level of contribution to the
Company's performance. In setting base salaries, the Compensation Committee also
takes into account the intense level of competition among biotechnology
companies, as well as a broader group of companies of comparable size and
complexity to attract talented personnel.

ANNUAL INCENTIVE BONUSES

The Company, along with each executive officer, establishes goals related
specifically to that officer's areas of responsibility. The Compensation
Committee determines the amount of each executive's bonus based on performance
against established financial objectives, as well as a subjective assessment by
the Compensation Committee of the officer's individual contribution to the
overall performance of the Company. Bonuses are awarded on an annual basis.

LONG-TERM INCENTIVE COMPENSATION

Long-term incentive compensation, in the form of stock options or restricted
stock grants, allows the executive officers to share in any appreciation in the
value of the Company's Common Stock. The Compensation Committee believes that
stock option participation aligns executive officers' interests with those of
the Stockholders. The amounts of the awards are designed to reward past
performance and create incentives to meet long-term objectives. Awards are made
at a level calculated to be competitive within the biotechnology industry as
well as a broader group of companies of comparable size and complexity. In
determining the amount of each grant, the Compensation Committee takes into
account the number of shares held by the executive prior to the grant.

CHIEF EXECUTIVE OFFICER COMPENSATION

Mr. Foster has held the position of President since 1991, CEO since 1992 and
Chairman since June 2000. Mr. Foster currently receives an annual base salary,
which has been increased by the Board of Directors periodically. In 2001,
Mr. Foster had a base salary of $450,000, which was consistent with the range of
salary levels received by his counterparts in companies in the biotechnology
industry and other comparable companies. Mr. Foster also received an annual
bonus of $720,375, which was based primarily on the Company's overall financial
performance in fiscal 2001. The Compensation Committee believes Mr. Foster has
managed the Company well in a challenging business climate and has continued to
move the Company towards its long-term objectives.

The Company granted stock options to Mr. Foster to purchase 558,824 shares
at an exercise price of $5.33 in fiscal 1999, 40,000 shares at an exercise price
of $16.00 in fiscal 2000 and 77,500 shares at an exercise price of $31.97 in
fiscal 2001. This option package is designed to align the interests of
Mr. Foster with those of the Company's stockholders with respect to short-term
operating results and long term increases in the price of the Company's Common
Stock. The grant of these options is consistent with the goals of the Company's
stock option program as a whole.

THE COMPENSATION COMMITTEE:
Mr. Cawthorn (Chairman)
Mr. Waltrip

REPORT OF AUDIT COMMITTEE

The Audit Committee of the Board of Directors, which consists entirely of
directors who meet the independence and experience requirements of the NYSE, has
furnished the following report:

The Audit Committee assists the Board in overseeing and monitoring the
integrity of the Company's financial reporting process, its compliance with
legal and regulatory requirements and the quality of its external audit
processes. The role and responsibilities of the Audit Committee are set forth in
a written Charter adopted by the Board, which is attached as Appendix A to this
Proxy Statement. The Audit Committee reviews and reassesses the Charter annually
and recommends any changes to the Board for approval. The Audit Committee is
responsible for overseeing the Company's overall financial reporting process. In
fulfilling its responsibilities for the financial statements for the fiscal year
ended December 29, 2001, the Audit Committee took the following actions:

- Reviewed and discussed the audited financial statements for the fiscal
year ended December 29, 2001 with management and PricewaterhouseCoopers
LLP, the Company's independent auditors;

- Discussed with PricewaterhouseCoopers LLP the matters required to be
discussed by Statement on Auditing Standards No. 61 relating to the
conduct of the audit; and

- Received written disclosures and the letter from PricewaterhouseCoopers
LLP regarding its independence as required by Independence Standards Board
Standard No. 1. The Audit Committee further discussed with
PricewaterhouseCoopers LLP their independence and acknowledged their
independence. The Audit Committee also considered the status of pending
litigation, taxation matters and other areas of oversight relating to the
financial reporting and audit process that the Committee determined
appropriate.

Based on the Audit Committee's review of the audited financial statements
and discussions with management and PricewaterhouseCoopers LLP, the Audit
Committee recommended to the Board that the audited financial statements be
included in the Company's Annual Report on Form 10-K for the fiscal year ended
December 29, 2001 for filing with the Securities and Exchange Commission.

Members of the Charles River
Laboratories
International, Inc. Audit Committee

Stephen D. Chubb (Chairman)
Samuel O. Thier
William Waltrip

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and officers, and persons who own more than 10% of the Common Stock,
to file with the Securities and Exchange Commission (the "SEC") initial reports
of beneficial ownership and reports of changes in beneficial ownership of the
Common Stock and other equity securities of the Company. Officers, directors and
greater than 10% beneficial owners are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.

To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 29, 2001, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than 10% beneficial owners were complied with except those described
below.

1,878 shares held indirectly by Mr. Chubb through CRL Acquisition LLC were
omitted from his Form 3 filed on June 22, 2000. This holding was reported on an
amended Form 3 filed on March 28, 2002.

1,878 shares held indirectly by Mr. Waltrip through CRL Acquisition LLC were
omitted from his Form 3 filed on June 22, 2000. This holding was reported on an
amended Form 3 filed on March 28, 2002.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

RECAPITALIZATION

Effective September 29, 1999, all assets, liabilities and operations of
Charles River Laboratories, Inc., which had been held by Bausch & Lomb
Incorporated and certain of its affiliated entities, were, pursuant to a
recapitalization agreement, contributed to an existing dormant subsidiary that
was subsequently renamed Charles River Laboratories, Inc. Under the terms of the
recapitalization, Charles River Laboratories, Inc., which had been a wholly
owned subsidiary of Bausch & Lomb Incorporated, became a wholly owned subsidiary
of the Company.

FINANCIAL ADVISORY FEES AND AGREEMENTS

Donaldson, Lufkin & Jenrette Securities Corporation, an affiliate of the
DLJMB Funds and Credit Suisse First Boston Corporation, received customary fees
and expense reimbursement for its services as financial advisor for the
recapitalization and as the initial purchaser of the units issued on
September 29, 1999. DLJ Capital Funding, an affiliate of the DLJMB Funds, and
Credit Suisse First Boston Corporation received customary fees and reimbursement
of expenses in connection with the arrangement and syndication of the Company's
credit facility and as a lender under the facility. The aggregate amount of all
fees paid to the DLJ entities in connection with the recapitalization and the
related financing was approximately $13.2 million plus out-of-pocket expenses.
We paid a fee to the lenders under our existing credit facility, including DLJ
Capital Funding, in connection with amendments to that facility and to DLJ
Capital Funding for an irrevocable commitment, which has since expired, to
provide the Company with a new credit facility. Credit Suisse First Boston, New
York branch is an affiliate of DLJ Capital Funding and had assumed such
commitment to provide us with a new credit facility. The aggregate fees payable
to DLJ Capital Funding in connection with such consent and commitment were
approximately $1.1 million. DLJ Securities Corporation, whose corporate parent
was recently acquired by Credit Suisse Group, of which Credit Suisse First
Boston Corporation is an indirect subsidiary, was co-managing underwriter in the
Company's initial public offering and received customary fees of approximately
$4.4 million, and DLJDIRECT, Inc., an affiliate of DLJ Securities Corporation
and Credit Suisse First Boston Corporation, was an underwriter and received
approximately $0.1 million. We also paid a premium of approximately
$24.5 million to the holders of our senior discount debentures due in 2010,
including DLJMB, for early repayment. Credit Suisse First Boston Corporation
acted as a managing underwriter in a public offering of shares by the Company
and certain of its Stockholders that closed on March 21, 2001, and a public
offering of shares by the Company and certain of its Stockholders that closed on
July 19, 2001 and received customary fees of approximately $1.3 million from the
Company and approximately $4.4 million from the Selling Stockholders for its
services.

Credit Suisse First Boston Corporation was also one of the initial
purchasers in our private placement of $185,000,000 aggregate principal amount
of 3.50% Senior Convertible Debentures due February 1, 2022, dated January 17,
2002 and received fees of approximately $3.6 million.

In addition, Credit Suisse First Boston Corporation acted as dealer manager
in the tender offer for all of our subsidiary's outstanding 13.5% Senior
Subordinated Notes due 2009 and received a fee of approximately $300,000.

CRL ACQUISITION LLC

Effective June 21, 2000, the Company's current Stockholders, including CRL
Acquisition LLC, transferred all of their shares to us in exchange for newly
issued shares of our Common Stock. Each old share was exchanged for 1.927 new
shares. Immediately thereafter as part of that transaction and prior to our
initial public offering, CRL Acquisition LLC terminated its existence as a
corporation for tax purposes and distributed a substantial portion of these
shares to its limited liability company unit

holders. In July of 2001, CRL Acquisition LLC was dissolved and all remaining
membership interests were distributed to its members.

INVESTORS' AGREEMENT

The Company, B&L CRL, Inc. (a subsidiary of Bausch & Lomb Incorporated), CRL
Acquisition LLC, DLJ Merchant Banking Partners II, L.P. and certain related
investors, DLJ Investment Partners, L.P., DLJ Investment Funding, Inc. (DLJ
Investment Partners, L.P. and DLJ Investment Funding, Inc. are collectively
referred to as "DLJIP" and DLJ Merchant Banking Partners II, L.P. and its
affiliated funds are referred to as the DLJMB Funds) James C. Foster, Stephen D.
Chubb, William Waltrip, our management and other investors were parties to the
Investors' Agreement, which was entered into in connection with the Company's
recapitalization on September 29, 1999 and amended and restated on June 19,
2000. The Investors' Agreement was terminated on December 13, 2001. Following
the termination of the Investors Agreement, four directors who were affiliated
with Credit Suisse First Boston resigned from our Board of Directors, resulting
in Credit Suisse First Boston's disaffiliation from our Company. In addition,
Mr. Stephen C. McCluski, Senior Vice President and Chief Financial Officer of
Bausch & Lomb Incorporated, resigned on February 6, 2002, resulting in the
dissaffiliation of Bausch & Lomb Incorporated from our Company.

TRANSACTIONS WITH OFFICERS AND DIRECTORS

In connection with the recapitalization, some of our officers purchased
units of CRL Acquisition LLC, some of whom also borrowed funds up to a maximum
aggregate amount of $1.3 million from DLJ Inc. secured by their units. James C.
Foster borrowed $300,000 and each of Real H. Renaud, Thomas F. Ackerman and
Dennis R. Shaughnessy borrowed $200,000. Two weeks after the consummation of the
recapitalization, the loans matured and were repaid. Following the repayment,
the officers borrowed the following amounts from us: Mr. Foster ($300,000),
Mr. Renaud ($150,000), Mr. Shaughnessy ($175,000) and Mr. Ackerman ($175,000).
Mr. Foster and Mr. Shaughnessy repaid the loans and the following amounts are
currently outstanding: Mr. Renaud ($81,943) and Mr. Ackerman ($95,600). The
loans mature ten years from the date of issue and interest accrues at 5.05%, the
applicable federal rate. Each loan is fully recourse to the officer. Each note
accelerates upon termination of the officer's employment with the Company for
any reason.

REPAYMENT OF NOTES AND DEBENTURES

In the third quarter of 2000, the Company repaid to Bausch & Lomb
$46,884,000 of subordinated discount notes which were issued in connection with
the recapitalization transaction. In addition, also in the third quarter of
2000, the Company repaid a total of $66,792,000 (including a $24,444,000 premium
for early extinguishment) to the DLJMB Funds to extinguish senior discount
debentures issued in connection with the recapitalization. In January of 2002,
our subsidiary, Charles River Laboratories, Inc. repurchased all of its
outstanding $79,728,350 aggregate principal amount of the 13.5% senior
subordinated notes due 2009 (including $23.6 million for early purchase).

ELECTION OF DIRECTORS
(NOTICE ITEM 1)

The Board of Directors has voted (i) to set the size of the Board of
Directors at five, and (ii) to nominate James C. Foster, Robert Cawthorn,
Stephen D. Chubb, Samuel O. Thier and William Waltrip for election at the
Meeting to serve until the next annual meeting of Stockholders and until their
respective successors have been elected and qualified or until their earlier
death, resignation or removal.

Unless authority to vote for any of the nominees named above is withheld,
the shares represented by the enclosed proxy will be voted FOR the election as
directors of such nominees. In the event that any nominee shall become unable or
unwilling to serve, the shares represented by the enclosed proxy will be voted
for the election of such other person as the Board of Directors may recommend in
that nominee's place. The Board of Directors has no reason to believe that any
nominee will be unable or unwilling to serve.

A plurality of the shares voted affirmatively at the Meeting is required to
elect each nominee as a director.

THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF JAMES C. FOSTER, ROBERT
CAWTHORN, STEPHEN D. CHUBB, SAMUEL O. THIER AND WILLIAM WALTRIP AS DIRECTORS,
AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A
STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

INDEPENDENT PUBLIC ACCOUNTANTS
(NOTICE ITEM 2)

The Board of Directors has appointed PricewaterhouseCoopers LLP, independent
public accountants, to audit the financial statements of the Company for the
fiscal year ending December 28, 2002. PricewaterhouseCoopers LLP were the
Company's independent public accountants for the fiscal year ended December 29,
2001 and audited the Company's financial statements for the fiscal year ended
December 29, 2001. The Board of Directors proposes that the Stockholders ratify
the appointment for the fiscal year ending December 28, 2002. The Company
expects that representatives of PricewaterhouseCoopers LLP will be present at
the Meeting, with the opportunity to make a statement if they so desire, and
will be available to respond to appropriate questions.

AUDIT FEES

Fees for the audit of the Company's annual consolidated financial statements
for the fiscal year ended December 29, 2001 and the reviews of the Company's
quarterly condensed consolidated financial statements filed on Forms 10-Q in
that year were $650,000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

During the Company's fiscal year ended December 29, 2001,
PricewaterhouseCoopers LLP did not provide any financial information systems
design or implementation services to the Company.

ALL OTHER FEES

In addition to the fees described above, aggregate fees of $951,000 were
billed by PricewaterhouseCoopers LLP during the year ended December 29, 2001,
primarily for the following professional services:

Audit-related services (a).................................. $439,000
Income tax compliance and related tax services.............. $220,000
Other (b)................................................... $292,000

(a) Fees for audit-related services include fees for review of registration
statements and issuance of consents and comfort letters in connection
with the Company's follow-on equity offerings, audits of the Company's
employee benefit plans, and financial due diligence services in
connection with businesses acquired during the year.

(b) Other fees include fees for services rendered in connection with
accelerated integration plans for a business acquired during the year.

The Audit Committee of the Board of Directors has considered whether the
provision of the services described above under the caption ALL OTHER FEES is
compatible with maintaining PricewaterhouseCoopers LLP's independence.

In the event that ratification of the appointment of PricewaterhouseCoopers
LLP as the independent public accountants for the Company is not obtained at the
Meeting, the Board of Directors will reconsider its appointment.

The affirmative vote of a majority of the shares present or represented and
entitled to vote at the Meeting is required to ratify the appointment of the
independent public accountants.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO APPROVE THE RATIFICATION OF THE
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT PUBLIC ACCOUNTANTS, AND
PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A
STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

OTHER MATTERS

The Board of Directors knows of no other business which will be presented to
the Meeting. If any other business is properly brought before the Meeting, it is
intended that proxies in the enclosed form will be voted in respect thereof in
accordance with the judgment of the persons voting the proxies.

STOCKHOLDER PROPOSALS

To be considered for inclusion in the proxy statement relating to the
Company's Annual Meeting of Stockholders to be held in 2003 (the "2003 Annual
Meeting"), stockholder proposals must be received no later than December 7,
2002. To be considered for presentation at the 2003 Annual Meeting, although not
included in our proxy materials, proposals must be received neither later than
March 9, 2003 nor earlier than February 7, 2003. Proposals received after
March 9, 2003 will not be voted on at the 2003 Annual Meeting. If a proposal is
received before that date, the proxies that management solicits for the 2003
Annual Meeting may still exercise discretionary voting authority on the proposal
under circumstances consistent with the proxy rules of the Securities and
Exchange Commission. All stockholder proposals should be marked for the
attention of James C. Foster, Chairman, Chief Executive Officer and President,
Charles River Laboratories International, Inc., 251 Ballardvale Street,
Wilmington, MA 01887.

ANNUAL REPORT ON FORM 10-K

The Company's Annual Report on Form 10-K for the fiscal year ended
December 29, 2001 (other than exhibits thereto) filed with the Securities and
Exchange Commission, which provides additional information about the Company, is
available to beneficial owners of the Company's Common Stock without charge upon
written request to James C. Foster, Chairman, Chief Executive Officer and
President, Charles River Laboratories International, Inc., 251 Ballardvale
Street, Wilmington, MA 01887.

WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING, YOU ARE URGED TO
FILL OUT, SIGN, DATE AND RETURN THE ENCLOSED PROXY AT YOUR EARLIEST CONVENIENCE.

By order of the Board of Directors:

[LOGO]

Dennis R. Shaughnessy
SECRETARY

Wilmington, Massachusetts
April 5, 2002

APPENDIX A
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

INTRODUCTION

Charles River Laboratories' executive management is responsible for the
completeness and accuracy of its financial reporting and the adequacy of its
internal financial and operating controls. Its Board of Directors has
responsibility to oversee management's discharge of these responsibilities. To
assist the Board, the Corporation has established, through its By-Laws, an Audit
Committee whose authority and responsibilities are described by this Charter.

PURPOSE

This Charter is created in order to define the Audit Committee's objectives,
the range of its authority, the scope of its activities and its duties and
responsibilities. It is intended to give Audit Committee members, management,
external and internal auditors a clear understanding of their respective roles.
The Audit Committee and the Board of Directors will review and assess the
adequacy of this Charter annually.

MISSION STATEMENT

Oversight of the financial reporting process, the system of internal
financial and operating controls and the audit process.

GENERAL GUIDELINES

SIZE, COMPOSITION AND TERM OF APPOINTMENT

- The Audit Committee is a committee of the Board of Directors and shall
consist of no fewer than three directors, each of whom shall be
financially literate and at least one of whom shall have accounting or
related financial management expertise as defined by the relevant rules
promulgated by the Financial Accounting Standards Board ("FASB"),
Securities and Exchange Commission ("SEC"), National Association of
Securities Dealers ("NASD") or other regulatory body. The Committee shall
be made up entirely of outside directors who are independent of management
as defined by the relevant SEC, FASB and NASD rules. The Board of
Directors shall appoint the Audit Committee's Chairperson and members
annually.

MEETINGS

- The Committee will meet on a quarterly basis and special meetings may be
called when circumstances require.

OVERSIGHT BY THE BOARD OF DIRECTORS

- The Committee will report its activities to the full Board on a regular
basis so that the Board is kept informed of its activities on a current
basis. The Committee will perform all duties determined by the Board.

- The Board will determine annually that the Committee's members are
independent and that the Committee has fulfilled its duties and
responsibilities. The Board also will review and assess the adequacy of
the Committee's Charter.

A-1

AUTHORITY

- The Committee derives its authority from the By-Laws of the Corporation
and is hereby given all resources and authority necessary to properly
discharge its duties and responsibilities. The Committee acts on the
Board's behalf in matters outlined below.

INDEPENDENT AUDITORS

- The Committee, as representatives of the shareholders, has the ultimate
authority to select, evaluate and, where appropriate, replace the
independent public accountants to be proposed for shareholder approval in
the proxy statement. The Committee will consider management's
recommendation of the appointment of the independent public accountants.
The Committee will review with management the performance, appointment
and/or termination of the independent public accountants.

- The Committee will ensure that the independent public accountants provide
a formal written statement to the Committee setting forth all
relationships between the independent public accountants and the Company,
consistent with the Independence Standards Board Standard No. 1.

- The Committee will discuss with the independent public accountants any
disclosed relationships or services which may impact the objectivity and
independence of the independent public accountants.

- The Committee will take, or recommend that the full Board take,
appropriate action to ensure the independence of the independent public
accountants.

- The Committee will also review with management and the independent public
accountants the annual audit scope and approach, significant accounting
policies, audit conclusions regarding significant accounting
estimates/reserves and proposed fee arrangements for ongoing and special
projects.

- The Committee will review with management and the independent public
accountants the Company's compliance with laws and regulations having to
do with accounting and financial matters.

- The Committee and the Board of Directors should consider whether the
independent public accountants should meet with the full Board to discuss
any matters relative to the financial statements and/or any potentially
relevant matters, and to answer any questions that other directors may
have.

FINANCIAL STATEMENTS

- The Committee will review with management and the independent public
accountants, the Company's interim and year-end financial statements,
including management's discussion and analysis, and audit findings
(including any significant discussion and analysis, and any significant
suggestions for improvements provided to management by Internal Audit, if
any, and the independent public accountants). Such review will include a
discussion of significant adjustments recorded or adjustments passed.

- The Committee will request from financial management and the independent
public accountants, a briefing on any significant accounting and reporting
issues, including any changes in accounting standards or rules promulgated
by the FASB, SEC or other regulatory bodies, that have an effect on the
financial statements.

A-2

- The Committee will inquire about the existence and substance of any
significant accounting accruals, reserves or estimates made by management
that had a material impact on the financial statements.

- The Committee will inquire of management and the independent public
accountants if there were any significant financial accounting or
reporting issues discussed during the accounting period and, if so, how
they were resolved or, if not resolved, inquire as to the disagreements.

PRIVATE DISCUSSIONS WITH INDEPENDENT PUBLIC ACCOUNTANTS

- The committee will meet privately with the independent public accountants
to request their opinion on various matters including the quality of the
Company's accounting principles as applied in its financial reporting, and
the quality and performance of its financial and accounting personnel and
the internal audit staff, if any.

AREAS REQUIRING SPECIAL ATTENTION

- The Committee will instruct the independent public accountants and
Internal Audit, if any, that the Committee expects to be advised if there
are any areas that require special attention.

POST-AUDIT REVIEW

- The Committee will review with management and the independent public
accountants the annual management letter comments and management's
responses to each.

- The Committee will discuss/review with management, company counsel and the
independent public accountants the substance of any significant issues
raised by counsel concerning litigation, contingencies, claims or
assessments. The Committee should understand how such matters are
reflected in the Company's financial statements.

A-3

DETACH HERE ZCRL12

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

251 BALLARDVALE STREET
WILMINGTON, MA 01887
(978) 658-6000

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS

MAY 3, 2002

THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS
OF CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

The undersigned, revoking any previous proxies relating to these shares, hereby
acknowledges receipt of the Notice and Proxy Statement in connection with the
Annual Meeting of Stockholders to be held at 10:00 a.m. on Friday, May 3, 2002
at the Lanam Club, 260 North Main Street, Andover, Massachusetts and hereby
appoints James C. Foster, Thomas F. Ackerman and Dennis R. Shaughnessy, and each
of them (with full power to act alone), the attorneys and proxies of the
undersigned, with power of substitution to each, to vote all shares of the
Common Stock of Charles River Laboratories International, Inc. registered in the
name provided herein which the undersigned is entitled to vote at the 2002
Annual Meeting of Stockholders, and at any adjournments thereof, with all the
powers the undersigned would have if personally present. Without limiting the
general authorization hereby given, said proxies are, and each of them is,
instructed to vote or act as follows on the proposals set forth in said Proxy.

SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE

CHARLES RIVER LABORATORIES
INTERNATIONAL, INC.

C/O EQUISERVE
P.O. BOX 43068
PROVIDENCE, RI 02940

DETACH HERE ZCRL11

Please mark
/x/ votes as in
this example.

THIS PROXY WHEN EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO
DIRECTION IS MADE THIS PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS AND FOR
PROPOSAL 2.

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS
AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF.

1. Election of Directors (or if any nominee is not available for election, such
substitute as the Board of Directors may designate):

NOMINEES: (01) James C. Foster, (02) Robert Cawthorn, (03) Stephen D.
Chubb, (04) Samuel O. Thier and (05) William Waltrip.

FOR WITHHELD
ALL / / / / FROM ALL
NOMINEES NOMINEES

FOR ALL
NOMINEES / /
EXCEPT _____________________________________________________
To withhold authority for any nominee mark "FOR ALL
NOMINEES EXCEPT" and write the nominee's number above.

FOR AGAINST ABSTAIN

2. Proposal to ratify the appointment of
PricewaterhouseCoopers LLP as the Company's / / / / / /
independent public accountants for the fiscal
year ending December 28, 2002.

The Board of Directors recommends a vote FOR Proposals 1 and 2.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /

MARK HERE IF YOU PLAN TO ATTEND THE MEETING / /

Please sign exactly as name(s) appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.

Signature:_______________ Date:______ Signature:_______________ Date: _________