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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. 7)
(FINAL AMENDMENT)
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, 2, 3, 4,
5 and 6 thereto filed with the Commission on November 5, 1998, November 12,
1998, November 23, 1998, December 2, 1998, December 7, 1998 and December 8,
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 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(b) Item 1(b) of the Schedule 13E-3 is hereby amended and supplemented
by adding the following information thereto:
Parent believes, based on information provided by the
Company's transfer agent, that as of December 23, 1998, there are
24,924,136 Shares outstanding.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(g) Items 5(a)-(g) of the Schedule 13E-3 are hereby amended and
supplemented by adding the following information thereto:
Parent and Purchaser do not presently intend to seek to
proceed with the Second-Step Merger in light of, among other factors,
the fact they do not own at least 80% of the outstanding Shares.
Whether they will so seek to proceed in the future will depend upon
various factors, including without limitation, whether they acquire 80%
of the outstanding Shares, whether at least 80% of outstanding Shares
are owned in the aggregate by Parent, Purchaser and other Company
stockholders who are, to the Company's satisfaction, committed to vote
in favor of the Second-Step Merger, the identity, intentions and
actions of the Company's other stockholders, prevailing market prices
for the Shares, developments affecting the Company and other factors
which cannot be predicted at this time. As a consequence, no assurance
can be given as to whether or when Parent and Purchaser will seek to
cause the Second-Step Merger to be consummated. In addition, no
assurance can be given as to what consideration will be paid to
shareholders other than Parent or Purchaser if the Second-Step Merger
does occur.
Pursuant to authorization granted by the Parent Board, Parent
may purchase Shares on the open market and in privately negotiated
transactions from time to time. The timing and amount of, and prices
paid for, such purchases, if any, will depend upon the number of
Shares then held by Parent and Purchaser, the identity, intentions
and actions of the Company's other stockholders, prevailing market
prices for the Shares, developments affecting the Company and other
factors which cannot be predicted at this time.
To the extent any other statement in this Schedule 13E-3, as
amended, is inconsistent with any statement in the preceding two
paragraphs, such other statement is hereby superseded
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a), (c) Items 6(a) and (c) of the Schedule 13E-3 are hereby amended
and supplemented by adding the following information thereto:
Purchaser estimates that the total amount of funds required to
purchase the Publicly-held Shares accepted in the Offer will
approximate
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$216 million, all of which will be borrowed under the Revolving Credit
Facility.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) Items 10(a)-(b) of the Schedule 13E-3 are hereby amended and
supplemented by adding the following information thereto:
On Wednesday, December 23, 1998, Parent and Purchaser
announced that they had completed their Offer to acquire any and all of
the Shares of the Company that Parent did not then own for $39.125 per
Share in cash, net to the Seller, without interest thereon. The Offer
expired at 12:00 midnight, New York City time, on December 22, 1998.
Parent has been informed by the Depositary that, as of 12:00
midnight, New York City time, on December 22, 1998, 5,514,764 Shares
had been tendered and not withdrawn, including Shares tendered
pursuant to notices of guaranteed delivery. Shares tendered and not
withdrawn prior to the Expiration Date represent approximately 22% of
all of the issued and outstanding Shares of the Company. As a result
of the acquisition of such Shares in the Offer, Parent will own an
aggregate of approximately 17,761,428 million Shares representing
approximately 71% of the total number of issued and outstanding
Shares. Parent intends to pay promptly for the Shares tendered and
accepted for payment pursuant to the Offer.
The full text of Parent's and Purchaser's December 23, 1998
press release announcing the completion of the Offer and the acceptance
of the tendered Shares is set forth in Exhibit (d)(16) hereto and is
incorporated herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
Item 16 of the Schedule 13E-3 is hereby amended and supplemented by
adding the following information thereto:
The Offer expired at 12:00 midnight, New York City time, on
Tuesday, December 22, 1998.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 of the Schedule 13E-3 is hereby amended and supplemented by
adding the following exhibits:
(d)(16) Text of press release issued by Parent and Purchaser, dated
December 23, 1998 (previously filed as Exhibit (a)(16) 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 23, 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)(16) Text of press release issued by Parent and Purchaser, dated
December 23, 1998 (previously filed as Exhibit (a)(16) to the
Schedule 14D-1 and incorporated herein by reference.
