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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. 1)
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 (the "Schedule 13E-3"), filed with the Securities
and Exchange Commission on November 2, 1998. Capitalized terms not defined
herein have the meaning ascribed to them in the Schedule 13E-3.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 of the Schedule 13E-3 is hereby amended to add the following
exhibits:
(d)(9) Text of Press Release issued by Parent, dated November 5, 1998
(previously filed as Exhibit (a)(9) to the Schedule 14D-1 and
incorporated herein by reference).
(g)(1) Letter of Iain C. Wylie to the Company Board, dated November
3, 1998, resigning as a director of the Company (previously
filed as Exhibit (g)(1) to the Schedule 14D-1 and incorporated
herein by reference).
(g)(2) Letter of Frank E. Samuel, Jr. to the Company Board, dated
November 3, 1998, resigning as a director of the Company
(previously filed as Exhibit (g)(2) 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: November 5, 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
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(d)(9) Text of Press Release issued by Parent, dated November 5, 1998
(previously filed as Exhibit (a)(9) to the Schedule 14D-1 and
incorporated herein by reference).
(g)(1) Letter of Iain C. Wylie to the Company Board, dated November 3, 1998,
resigning as a director of the Company (previously filed as Exhibit
(g)(1) to the Schedule 14D-1 and incorporated herein by reference).
(g)(2) Letter of Frank E. Samuel, Jr. to the Company Board, dated November 3,
1998, resigning as a director of the Company (previously filed as
Exhibit (g)(2) to the Schedule 14D-1 and incorporated herein by
reference).
