SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
(AMENDMENT NO. 1)
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LIFE TECHNOLOGIES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
532177201
(CUSIP Number)
BRUCE H. BEATT, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
DEXTER CORPORATION
ONE ELM STREET
WINDSOR LOCKS, CT
(860) 292-7675
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
-----------------------
COPY TO:
J. MICHAEL SCHELL, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NEW YORK 10036-6522
(212) 735-3000
JANUARY 19, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box: [ ]
CUSIP No. 532177201
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1. NAME OF REPORTING PERSONS: Dexter Corporation
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
06-0321410
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ____
(b) ____
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (See Instructions):
BK
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
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7. SOLE VOTING POWER 12,307,715 shares
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8. SHARED VOTING POWER 5,569,187 shares
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9. SOLE DISPOSITIVE POWER 0 shares
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10. SHARED DISPOSITIVE POWER 17,876,902 shares
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
17,876,902 shares
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.5 %
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14. TYPE OF REPORTING PERSON
CO
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CUSIP No. 532177201
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1. NAME OF REPORTING PERSONS: Dexter Acquisition Delaware, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
51-0386042
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ____
(b) ____
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (See Instructions):
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
- -------------------------------------------------------------------------------
7. SOLE VOTING POWER 0 shares
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8. SHARED VOTING POWER 5,569,187 shares
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9. SOLE DISPOSITIVE POWER 0 shares
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10. SHARED DISPOSITIVE POWER 5,569,187 shares
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,569,187 shares
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.3 %
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14. TYPE OF REPORTING PERSON
CO
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Dexter Corporation, a Connecticut corporation ("Parent") and Dexter
Acquisition Delaware, Inc., a Delaware corporation and a wholly owned
subsidiary of Parent ("Purchaser"), hereby amend and supplement the report
on Schedule 13D, originally filed on December 23, 1998 (the "Schedule
13D"), with respect to its ownership of shares of Common Stock, par value
$.01 per share, of Life Technologies, Inc., a Delaware corporation (the
"Company"). The Schedule 13D was filed by Parent and Purchaser on December
23, 1998, as part of the Final Amendment to their Tender Offer Statement on
Schedule 14D-1 filed with the of Securities and Exchange Commission on
November 2, 1998, as amended (the "Schedule 14D-1"). Capitalized terms used
herein but not otherwise defined shall have the meanings assigned to them
in the Schedule 13D.
The Schedule 13D is hereby amended and supplemented as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The response to Item 3, contained in Item 4 of the Schedule 14D-1, is
hereby amended and supplemented as follows:
"Parent anticipates that any additional purchases of Shares
will be financed through a combination of internal sources and
borrowings under Parent's $400 million Revolving Credit Facility."
ITEM 4. PURPOSE OF TRANSACTION.
The response to Item 4, contained in Item 5 of the Schedule 14D-1, is
hereby amended and supplemented as follows:
"On January 20, 2000, Parent announced that on January
19, 2000, it sent a letter to the Company proposing to acquire for
$49.00 per Share the 28.5% of the Company that Parent does not
currently own in a merger transaction. A copy of the text of the
press release issued by Parent announcing the proposal and
containing the letter sent to the Company is attached hereto as
Exhibit (a) 17 and is incorporated herein by reference."
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The response to Item 5, contained in Item 6 of the
Schedule 14D-1, is hereby amended and supplemented as follows:
"In the past 60 days, Parent effected transactions in
Shares though open market purchases and privately negotiated
transactions as set forth in Schedule I hereto."
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The response to Item 7, contained in Item 11 of the
Schedule 14D-1, is hereby amended and supplemented as follows:
"(a)(17) Text of press release issued by Parent, dated
January 20, 2000."
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
entity set forth below, such entity certifies that the information set
forth in this Statement is true, complete, and correct.
January 24, 2000
DEXTER CORPORATION
By: /s/ Bruce H. Beatt
---------------------------------------------
Bruce H. Beatt
Vice President, General Counsel and
Secretary
DEXTER ACQUISITION DELAWARE , INC.
By: /s/ Kathleen Burdett
---------------------------------------------
Kathleen Burdett
Treasurer
SCHEDULE I
DEXTER CORPORATION
The following schedule sets forth information with respect to each purchase
of shares which was effectuated by the Reporting Person during this 60 day
period prior to the filing of this Amendment No. 1. Except as otherwise
indicated, such purchases were effected in privately negotiated
transactions.
DATE NUMBER OF SHARES PRICE
---- ---------------- -----
12/1/99 5,000 $39.75*
12/2/99 3,000 $39.75*
12/8/99 18 $40.00
12/8/99 50 $41.00
12/8/99 40 $40.00
12/8/99 150 $42.00
12/8/99 169 $42.00
12/8/99 150 $42.00
12/8/99 150 $42.00
12/8/99 219 $42.00
12/8/99 150 $42.00
12/13/99 1,500 $39.75*
12/20/99 255 $42.00
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*Open market purchase
EXHIBIT INDEX
(a)(17) Text of press release issued by Parent, dated January 20, 2000.
Exhibit 99.A.17
Contact:
Kathleen Burdett
John Thompson
860.292.7675
For Immediate Release
DEXTER CORPORATION OFFERS $49.00 PER SHARE
FOR LIFE TECHNOLOGIES, INC. MINORITY SHARES
WINDSOR LOCKS, CONNECTICUT, January 20, 2000 -- Dexter Corporation (NYSE:
DEX) announced today that it has sent the following letter to Life
Technologies, Inc. (OTCBB: LTEK) proposing to acquire for $49.00 per share
the 28.5% of Life Technologies that Dexter does not currently own in a
merger transaction.
The text of Dexter's letter to Life Technologies is as follows:
January 19, 2000
Life Technologies, Inc.
9800 Medical Center Drive
Rockville, MD 20850-6482
Dear Ladies and Gentlemen:
On behalf of the Board of Directors of Dexter, we propose
a merger with Life Technologies, Inc. for the purpose of making Life
Technologies a wholly owned subsidiary of Dexter. In the merger Dexter will
pay every stockholder $49.00 in cash for each of their LTI shares.
Under applicable Delaware law, we believe our proposed
merger currently requires the affirmative vote of two-thirds of the
outstanding Life Technologies shares held by stockholders other than Dexter
and its affiliates and associates. For this reason, our proposal is
conditioned upon receipt of such approval. Moreover, before we sign a
definitive agreement and before we expect the Life Technologies Board of
Directors to respond to our proposal, we require appropriate indications of
support for the merger from International Specialty Products and the other
"group" members who filed the Schedule 13D concerning LTI common shares in
November 1998. In order to facilitate their evaluation of our proposal, we
are sending each of those persons a copy of this letter and inviting them
to respond with their thoughts and comments directly to Dexter and its
representatives.
We think our proposal exhibits several exemplary features
which we note for your consideration:
o It places a total equity value of $1.24 billion and an
enterprise value of $1.21 billion on LTI
o It pays a multiple of 3.08 times LTI's trailing four
quarters (T4Q) sales
o It pays a multiple of 16.5 times LTI's T4Q earnings from
operations before interest, taxes, depreciation and
amortization (EBITDA)
o It pays a multiple of 21.1 times LTI's T4Q EBIT from
operations
o The merger price of $49.00 is 31.2 times LTI's T4Q earnings
per share from operations and 4.1 times LTI's book equity
value at September 30, 1999
As you know, Dexter owns 17.9 million shares of Life Technologies,
which constitute approximately 71.5% of the total outstanding. At LTI's
current market price of approximately $44.00 per share, Dexter's 71.5% of
LTI's total equity value represents about 90.7% of Dexter's total equity
value using its current market price of approximately $37.625 per share.
Thus, any valuation of Dexter must be significantly driven by a valuation
of LTI. Conversely, a valuation of Dexter, such as was reflected in ISP's
recent acquisition proposal, necessarily provides something of a reference
point for a valuation of LTI.
For these reasons, among others, we think it useful for
your review of our proposal that we provide you with two categories of
financial and market information. The first consists of comparable multiple
statistics for International Specialty Products' proposal for all of Dexter
at $45.00 per share. The second includes certain financial information from
recent acquisition transactions in the life sciences industry which we
believe to be comparable to our proposed merger.
ISP's $45 Proposal for Dexter
o Placed a total equity value of $1.05 billion and an
enterprise value of $1.52 billion on Dexter
o Offered a multiple of 1.4 times Dexter's T4Q sales
o Offered a multiple of 8.9 times Dexter's T4Q EBITDA
o Offered a multiple of 13.2 times Dexter's T4Q EBIT
o Was 20.7 times Dexter's T4Q earnings per share and 2.2 times
Dexter's book equity value at September 30, 1999.
Comparable Life Science Transaction Multiples In Last 3 Years
o Multiples of T4Q sales: average-- 3.87 times; median--
3.47 times
o Multiples of T4Q EBITDA: average-- 10.0 times; median--
10.2 times
o Multiples of T4Q EBIT: average-- 14.4 times; median--
15.1 times
We sincerely hope you and the minority stockholders to
whom this proposal is addressed will look favorably upon it. We believe it
is past time for Life Technologies to be consolidated as a 100% owned
subsidiary of Dexter, that LTI's business, management and employees will
benefit from such a transaction and that Dexter will finally have the
opportunity to move aggressively forward with its strategic plan. It may
assist you to know that Dexter has all necessary funds available for the
merger through internal sources and through existing committed bank
facilities. We urge each and every stockholder of LTI, including those
receiving a copy of this letter, to call a Dexter representative with any
and all questions, comments or ideas that you may have in response to this
proposal. You may call Mr. John D. Thompson at 860-292-7640, and he will
refer any questions he cannot answer to the appropriate person. We look
forward to hearing from you promptly.
Sincerely,
/s/ K. Grahame Walker
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K. Grahame Walker
Chairman and Chief Executive
Officer
cc: Samuel J. Heyman The Cohen Revocable Trust
International Specialty Products, Inc. A. Chang
Bear, Stearns & Co. James G. Dinan
Frederick R. Adler Intangible Asset Thomas W. Smith
Management Trust Thomas N. Tryforos
Any statements in this press release that are not historical facts are
"forward-looking statements" as that term is defined under the Federal
Securities Laws. Forward-looking statements are subject to risks,
uncertainties and other factors, which could cause actual results to differ
materially from those stated in such statements. These and other risks are
detailed in the Company's filings with the Securities and Exchange
Commission.
Dexter Corporation is a global specialty materials supplier with three
operating segments: life sciences, nonwovens, and specialty polymers. The
company supplies specialty materials to the aerospace, electronics, food
packaging, and medical markets.
Special Materials for Special Effects
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