UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _____5_____)*
LIFE TECHNOLOGIES, INC.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
53217-270-1
(CUSIP Number)
Check the following box if a fee is being paid with this statement.
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has filed
no amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
<PAGE>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
VENAD III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING None
PERSON
WITH
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON
PN
<PAGE>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Frederick R. Adler
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
5 SOLE VOTING POWER
NUMBER OF
SHARES 770,930 shares
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 0 shares, but Mr. Adler may be deemed to have shared
PERSON power to vote a total of 7,000 shares owned by his
WITH wife.
7 SOLE DISPOSITIVE POWER
770,930 shares
8 SHARED DISPOSITIVE POWER
0 shares, but Mr. Adler may be deemed to have shared
power to dispose of a total of 7,000 shares owned by
his wife.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
770,930 shares, except that Mr. Adler may be deemed to beneficially own
a total of 7,000 shares owned by his wife. Mr. Adler expressly disclaims
beneficial ownership of these 7,000 shares.
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
X
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.2%
12 TYPE OF REPORTING PERSON
IN
<PAGE>
Item 1(a) NAME OF ISSUER:
Life Technologies, Inc. (the "Company")
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
8717 Grovemont Circle
Gaithersburg, Maryland 20877
Item 2(a) NAME OF PERSON FILING:
This Statement is filed by VENAD III and Frederick R. Adler.
VENAD III and Mr. Adler are sometimes collectively referred to
as the "Reporting Persons".
The Reporting Persons may be deemed to be a "group" for the
purposes of Section 13(d) and 13(g) of the Securities Exchange
Act of 1934, as amended (the "Act"), and the rules thereunder,
although each expressly disclaims any assertion or presumption
that it or any of the other persons on whose behalf this
Statement is filed constitutes a "group". The filing of this
Statement and the Agreement attached as Exhibit 1 hereto
should not be construed to be an admission that any of the
Reporting Persons is a member of a "group" consisting of one
or more persons.
Item 2(b) Address of Principal Business Office, or If none, residence:
The address of the principal business office of each of VENAD
III and Frederick R. Adler is c/o Adler and Company, 1520
South Ocean Boulevard, Palm Beach, Florida 33480.
Item 2(c) CITIZENSHIP:
VENAD III is a New York limited partnership. Mr. Adler is a
United States citizen.
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, $.01 par value per share
("Common Stock")
Item 2(e) CUSIP NUMBER:
53217-270-1
Item 3 Description of Person Filing:
Not applicable.
Item 4 OWNERSHIP:
The following information with respect to ownership of Common
Stock of the Company by the persons filing this Statement is
provided as of December 31, 1993, the last day of the year
covered by this Statement.
(a) Amount beneficially owned:
See Row 9 of cover page for each Reporting Person.
(b) Percent of Class:
See Row 11 of cover page for each Reporting Person.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person.
(ii) Shared power to vote or to direct the vote:
See Row 6 of cover page for each Reporting Person.
(iii) Sole power to dispose or direct the disposition of:
See Row 7 of the cover page for each Reporting Person.
(iv) Shared power to dispose or direct the disposition of:
See Row 8 of cover page for each Reporting Person.
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
To the best knowledge of each of the Reporting Persons, no
person other than each of the Reporting Persons will have the
right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of the Common
Stock owned by each of the Reporting Persons, respectively.
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
Not Applicable
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
See Exhibit 2.
The Reporting Persons may be deemed to be a "group" for the
purposes of Sections 13(d) and 13(g) of the Act and the rules
thereunder, although each expressly disclaims any assertion or
presumption that it or any of the other persons on whose
behalf this Statement is filed constitutes a "group". The
filing of this Statement should not be construed to be an
admission that any of the Reporting Persons is a member of a
"group" consisting of one or more persons.
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
Item 10 CERTIFICATION:
Not Applicable
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, we
certify that the information set forth in this statement is true, complete
and correct.
February 10, 1994
/s/ Frederick R. Adler
Frederick R. Adler, in his individual capacity and
in his capacity as general partner of VENAD III
Exhibit 1
AGREEMENT TO FILE JOINT
STATEMENT ON SCHEDULE 13G
AGREEMENT, this 10th day of February, 1994, by and among VENAD III, a
New York limited partnership, and Frederick R. Adler.
W I T N E S S E T H:
WHEREAS, VENAD III and Frederick R. Adler may be deemed to have held
beneficial ownership of, in the aggregate, more than five percent of the
shares of the Common Stock, par value $.01 per share, of Life Technologies,
Inc., as of December 31, 1993 (the "Common Stock");
WHEREAS, the Common Stock has been registered by Life Technologies, Inc.
under Section 12(g) of the Securities Exchange Act of 1934, as amended (the
"Act");
WHEREAS, pursuant to Rule 13d-1 under the Act, any person who holds more
than five percent of such a class of registered equity securities as of the
end of any calendar year is permitted to file with the Securities and
Exchange Commission a statement on Schedule 13G in certain circumstances; and
WHEREAS, Rule 13d-1(f) under the law provides that whenever two or more
persons are permitted to file a statement on Schedule 13G with respect to the
same securities, only one such statement need be filed, provided such persons
agree in writing that such statement is filed on behalf of each of them.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, the parties hereby agree as
follows:
VENAD III and Frederick R. Adler hereby agree, in accordance with Rule
13d-1(f) under the Act, to file the statement on Schedule 13G (the
"Statement") with respect to the Common Stock beneficially owned or deemed to
be beneficially owned by each of them pursuant to Sections 13(d) and 13(g) of
the Act and the rules thereunder.
VENAD III and Frederick R. Adler hereby agree that that Statement shall
be filed on behalf of each of them and that a copy of this Agreement shall be
filed as an Exhibit thereto in accordance with Rule 13d-(f)(iii) under the
Act.
This Agreement and the filing of the Statement shall not be construed to
be an admission that VENAD III or Frederick R. Adler is a member of a "group"
pursuant to Sections 13(d) and 13(g) of the Act and the rules thereunder
consisting of one or more such persons.
IN WITNESS WHEREOF, the parties have executed this Agreement or caused
this Agreement to be signed on their behalf by their duly authorized
representatives as of the date first above written.
/s/ Frederick R. Adler
Frederick R. Adler, in his individual capacity and
in his capacity as general partner of VENAD III
The Reporting Persons are identified below:
VENAD III is a New York limited partnership.
FREDERICK R. ADLER is a senior retiring partner in the law firm of
Fulbright & Jaworski, L.L.P. He is the general partner of VENAD III.
