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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
(PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 4)
LIFE TECHNOLOGIES, INC.
(NAME OF SUBJECT COMPANY)
DEXTER CORPORATION
DEXTER ACQUISITION DELAWARE, INC.
(BIDDERS)
COMMON STOCK, PAR VALUE $.01 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 BIDDERS)
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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 Tender Offer Statement
on Schedule 14D-1 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 14D-1").
Capitalized terms not defined herein have the meaning ascribed to them in the
Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) 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 (a)(10) hereto and is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Schedule 14D-1 is hereby amended to add the following
exhibits:
(a)(10) Text of press release issued by Parent, dated December 2,
1998.
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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
--------------------------------
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
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(a)(10) Text of press release issued by Parent, dated December 2, 1998.
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Contact: Dexter Corporation
One Elm Street
Windsor Locks
Investors Media Connecticut 06096-2334
Kathleen Burdett Michael Freitag T: 860.292.7675
John D. Thompson Mark Semer F: 860.292.7627
Dexter Corporation Kekst & Company
860.292.7675 212.521.4800
or
Mark Harnett
MacKenzie Partners, Inc.
212.929.5877
For Immediate Release
DEXTER TENDER OFFER EXTENDED
WINDSOR LOCKS, CONNECTICUT, December 2, 1998 -- Dexter Corporation (NYSE:DEX)
and Dexter Acquisition Delaware, Inc., a wholly-owned subsidiary of Dexter,
announced today that they have extended until 12:00 midnight, New York City
time, on Friday, December 4, 1998, the expiration of their tender offer to
acquire all of the shares of Life Technologies, Inc. (NASDAQ:LTEK) that Dexter
does not presently own. The offer was initially scheduled to expire at 12:00
midnight on Tuesday, December 1, 1998. Other than the expiration, the terms of
the offer, including the offer price of $37.00, remain the same.
Dexter 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 of Life Technologies, Inc. common stock had been tendered and
not withdrawn. Dexter currently owns 51.5% of the outstanding Life
Technologies, Inc. shares.
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Dexter Corporation is a global specialty materials supplier with three
operating segments: specialty polymers, nonwovens, and a majority ownership in
Life Technologies. The company supplies specialty materials to the aerospace,
electronics, food packaging and medical markets.
Special Materials for Special Effects
