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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 4)
LIFE TECHNOLOGIES, INC.
(NAME OF THE ISSUER)
DEXTER CORPORATION
DEXTER ACQUISITION DELAWARE, INC.
(NAME OF THE PERSONS FILING STATEMENT)
COMMON STOCK $.01 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
532177201
(CUSIP NUMBER OF CLASS OF SECURITIES)
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BRUCE H. BEATT, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
DEXTER CORPORATION
ONE ELM STREET
WINDSOR LOCKS, CT 06096
(860) 292-7675
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF PERSONS FILING STATEMENT)
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COPY TO:
JERE R. THOMSON, ESQ.
JONES, DAY, REAVIS & POGUE
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(212) 326-3939
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Dexter Acquisition Delaware, Inc., a Delaware corporation ("Purchaser")
and a wholly-owned subsidiary of Dexter Corporation, a Connecticut corporation
("Parent") and Parent hereby amend and supplement their Rule 13e-3 Transaction
Statement on Schedule 13E-3, filed with the Securities and Exchange Commission
(the "Commission") on November 2, 1998, as amended by Amendments No. 1, No. 2
and No. 3 thereto filed with the Commission on November 5, 1998, November 12,
1998, and November 23, 1998, respectively (as so amended, the "Schedule 13E-3").
Capitalized terms not defined herein have the meaning ascribed to them in the
Schedule 13E-3.
ITEM 16. ADDITIONAL INFORMATION.
Item 16 is hereby supplemented and amended by adding the following
information thereto:
On Wednesday, December 2, 1998, Parent and Purchaser announced
that they had extended until 12:00 midnight, New York City time, on
Friday, December 4, 1998, the expiration of their Offer to acquire all
of the Shares of the Company that Parent does not presently own. The
Offer was initially scheduled to expire at 12:00 midnight, New York
City time, on Tuesday, December 1, 1998. Other than the expiration, the
terms of the Offer, including the Offer Price of $37.00, remain the
same. Parent reported that, based on information provided by the
Depositary for the Offer, as of 12:00 midnight on Tuesday,
December 1, 1998, approximately 2,337,440 Shares had been tendered
pursuant to the Offer and not withdrawn.
The full text of Parent's December 2, 1998 press release
announcing such extension is set forth in Exhibit (d)(10) hereto and is
incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 of the Schedule 13E-3 is hereby amended to add the following
exhibits:
(d)(10) Text of press release issued by Parent, dated December 2, 1998
(previously filed as Exhibit (a)(10) to the Schedule 14D-1 and
incorporated herein by reference).
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: December 2, 1998 DEXTER ACQUISITION DELAWARE, INC.
By: /s/ KATHLEEN BURDETT
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Name: Kathleen Burdett
Title: Treasurer
DEXTER CORPORATION
By: /s/ BRUCE H. BEATT
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Name: Bruce H. Beatt
Title: Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
(d)(10) Text of press release issued by Parent, dated December 2, 1998
(previously filed as Exhibit (a)(10) to the Schedule 14D-1 and
incorporated herein by reference).
