<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
----------------
LIFE TECHNOLOGIES, INC.
(NAME OF SUBJECT COMPANY)
LIFE TECHNOLOGIES, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
53217 270 1
(CUSIP NUMBER OF CLASS OF SECURITIES)
----------------
JOSEPH C. STOKES, JR.
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
LIFE TECHNOLOGIES, INC.
9800 MEDICAL CENTER DRIVE
ROCKVILLE, MARYLAND 20850
(301) 610-8000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICE AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
----------------
WITH A COPY TO:
CARL E. KAPLAN, ESQ.
MARA H. ROGERS, ESQ.
FULBRIGHT & JAWORSKI L.L.P.
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103
(212)318-3000
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- --------------------------------------------------------------------------------
<PAGE>
This Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 dated November 16, 1998 (as so amended, the
"Schedule 14D-9") filed by Life Technologies, Inc., a Delaware corporation
(the "Company"), with respect to a tender offer made by Dexter Corporation, a
Connecticut corporation ("Dexter"), and Dexter Acquisition Delaware, Inc., a
Delaware corporation and a wholly owned subsidiary of Dexter (the
"Purchaser"), to purchase all of the shares of common stock, par value $.01
per share, of the Company currently outstanding and not owned directly or
indirectly by the Purchaser or Dexter. Capitalized terms used and not defined
herein shall have the meanings ascribed to them in the Schedule 14D-9.
ITEM 3. IDENTITY AND BACKGROUND.
Item 3(b) of the Schedule 14D-9 is hereby amended and supplemented by
adding the following as a new paragraph at the end thereof:
"Pursuant to a resolution of the Board adopted at a meeting on
December 10, 1998, the Company has delivered to Dexter the income
statement, balance sheet and quarterly forecast data filed as
Exhibit 4 to the Schedule 14D-9, which information is hereby
incorporated herein by reference, and has been authorized to respond
to written questions from Dexter relating to such information. By
memorandum dated December 10, 1998, Dexter requested that such
interim financial information be provided to it, citing that its
reason for requesting such information was that, as the end of
Dexter's fiscal year approaches, Dexter is no longer able to conduct
its financial management operations adequately and carry out its
responsibilities to its shareholders without limited information
regarding the Company's past and anticipated fourth quarter results.
The memorandum, dated December 10, 1998, from Dexter to the Company
requesting such financial information is filed as Exhibit 5 to the
Schedule 14D-9 and is hereby incorporated herein by reference."
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
The paragraph headed "Background" under Item 4(a) of the Schedule 14D-9 is
hereby amended and supplemented by adding the following at the end thereof:
"On December 7, 1998, Dexter amended the Offer by increasing the
amount to be paid for Shares purchased pursuant to the Offer from
$37.00 per Share to $39.125 per Share in cash (the "New Price"), as
set forth in Amendment No. 5 to the Schedule 14D-1. Dexter also
extended the expiration date of the Offer to 12:00 midnight, New
York City time, on Tuesday, December 22, 1998, and eliminated the
minimum Share condition of the Offer, so that the Offer is no longer
conditioned upon any minimum number of Shares being validly tendered
and not withdrawn prior to the expiration date."
The paragraph headed "Position of the Company" under Item 4(a) of the
Schedule 14D-9 is hereby amended and supplemented by adding the following new
paragraph at the end thereof:
"At a meeting of the Board held on December 10, 1998 to consider
the New Price and its impact on the Company's position with respect
to the Offer, the Board determined that the Company would continue
not to make a recommendation as to whether the Public Shareholders
should tender their Shares pursuant to the terms of the Offer. As
described in Item 3(b), five of the seven members of the Board are
also officers or directors of Dexter. Because a majority of the
Board is affiliated with Dexter, the Board has determined that the
Company will continue to express no position and to remain neutral
with respect to the Offer. The Board has not voted to approve or
disapprove the Offer or to recommend that the Public Shareholders
tender or refuse to tender their Shares in the Offer. At the
December 10, 1998 meeting, the Board also determined that each
Unaffiliated Director was encouraged to include in this Amendment
No. 1 any information, recommendation or other statement deemed
necessary or appropriate by such Unaffiliated Director to assist the
Public Shareholders in determining whether or not to accept the
Offer."
- 2 -
<PAGE>
The paragraphs under the heading "Positions of Dr. Adams and the Former
Special Committee" under Item 4(a) of the Schedule 14D-9 are hereby amended
and supplemented by adding the following new paragraph at the end thereof:
"Dr. Adams has advised the Company that, despite the New Price,
he continues to recommend that the Public Shareholders reject the
Offer and not tender their Shares, for the reasons set forth in Item
4(b)."
The paragraphs under the heading "Positions of the Dexter-Affiliated
Directors" under Item 4(a) of the Schedule 14D-9 are hereby amended and
supplemented by adding the following new paragraphs at the end thereof:
"Because they are affiliated with Dexter, Messrs. Walker, Beatt
and Kelly, Dr. Whitesides and Ms. Burdett, who constitute a majority
of the Board, continue to take no position on the Offer as directors
of the Company, despite the New Price.
"A copy of a letter to all shareholders, which communicates the
Company's neutrality and the position of Dr. Adams with respect to
the Offer, is filed as Exhibit 6 to the Schedule 14D-9 and is hereby
incorporated herein by reference."
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.
Item 6 of the Schedule 14D-9 is hereby amended and restated in its entirety
as follows:
"(a) No transactions in the Shares have been effected during the
past 60 days by the Company or, to the best of the Company's
knowledge, by any executive officer, director, affiliate or
subsidiary of the Company, except as described in Item 3(b) of the
Schedule 14D-9 and as follows: Timothy E. Pierce, Vice President and
General Manager--Asia Pacific of the Company, has exercised options
for 11,250 Shares at $16.00 per Share, 6,667 Shares at $25.00 per
Share and 6,667 Shares at $34.41 per Share; Rosemary J. Versteegen,
Vice President--Quality Assurance/Regulatory Compliance of the
Company, has exercised options for 3,202 Shares at $13.9167 per
Share, 2,000 Shares at $11.0867 per Share and 3,500 Shares at $9.50
per Share, and has sold 5,499 Shares at $37.0625 per Share; Thomas
M. Coutts, Senior Vice President and General Manager--Europe of the
Company, has exercised options for 18,000 Shares at $16.00 per Share
and 23,334 Shares at $25.00 per Share (all of which Shares were sold
at $36.9375 per Share); Brian D. Graves, Vice President and General
Manager--Industrial Bioproducts of the Company, has exercised
options for 4,656 Shares at $13.9167 per Share, 6,696 Shares at
$12.4167 per Share, 1,832 Shares at $12.25 per Share, 33,751 Shares
at $16.00 per Share, 13,334 Shares at $25.00 per Share and 6,667
Shares at $34.41 per Share (all of which Shares were sold at
$36.9375 per Share) and sold 9,537 Shares at $37.00 per Share;
Joseph C. Stokes, Jr., Senior Vice President and Chief Financial
Officer of the Company, exercised options for 1,917 Shares at $12.25
per Share, 17,599 Shares at $16.00 per Share, 2,660 Shares at $25.00
per Share, 2,824 Shares at $13.9167 per Share (all of which Shares
were sold at $37.125 per Share), 14,651 Shares at $16.00 per Share
and 10,349 Shares at $25.00 per Share (all of which Shares were sold
at $37.0625 per Share); and J. Stark Thompson, Ph.D., President and
Chief Executive Officer of the Company, exercised options for 15,000
Shares at $9.50 per Share and 40,002 Shares at $13.9167 per Share
(all of which Shares were sold at $36.9375 per Share).
"(b) According to information set forth in the Offer to
Purchase, all of the Company's directors who are also directors or
executive officers of Dexter intend to tender their Shares in
accordance with the Offer. The Company has no knowledge of whether
any other of its directors, executive officers, affiliates or
subsidiaries intend to tender their Shares in accordance with the
Offer, except that Timothy E. Pierce has tendered 66,764 Shares,
Joseph C. Stokes, Jr. has
- 3 -
<PAGE>
tendered 20,536 Shares (and his wife has tendered 4,587 Shares,
beneficial ownership of which Shares Mr. Stokes disclaims) and J.
Stark Thompson, Ph.D. has tendered 47,874 Shares, and the Company
believes that Dr. Adams does not intend to tender any of his
Shares."
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is hereby amended and supplemented by adding the following at the
end thereof:
"On November 24, 1998, the Court of Chancery of the State of
Delaware denied the plaintiffs' motion for preliminary injunction,
which motion sought to enjoin consummation of the Offer. On December
7, 1998, Dexter and the defendant directors who are also officers or
directors of Dexter filed a motion to dismiss the Amended
Consolidated Class Action Complaint in the Delaware Chancery Court."
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 4. Certain Income Statement and Balance Sheet Data of the Company
for the Months of October and November 1998 and Certain Quarterly
Forecast Data of the Company for the Fourth Quarter of 1998.*
Exhibit 5. Memorandum, dated December 10, 1998, from Dexter to the Company.*
Exhibit 6. Form of Letter to Stockholders of the Company, dated December 11,
1998.*
- ------------------
* Included in copies of Amendment No. 1 mailed to stockholders.
- 4 -
<PAGE>
SIGNATURE
After reasonable 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 11, 1998
LIFE TECHNOLOGIES, INC.
By: /s/ JOSEPH C. STOKES, JR.
----------------------------------
Name: Joseph C. Stokes, Jr.
Title: Senior Vice President and
Chief Financial Officer
- 5 -
<PAGE>
EXHIBIT INDEX
Exhibit 4. Certain Income Statement and Balance Sheet Data of the Company for
the Months of October and November 1998 and Certain Quarterly
Forecast Data of the Company for the Fourth Quarter of 1998.*
Exhibit 5. Memorandum, dated December 10, 1998, from Dexter to the Company.*
Exhibit 6. Form of Letter to Stockholders of the Company, dated December 11,
1998.*
- --------
* Included in copies of Amendment No. 1 mailed to stockholders.
- 6 -
<PAGE>
EXHIBIT 4
THE FINANCIAL DATA SET FORTH ON THE FOLLOWING PAGES WAS NOT PREPARED BY THE
COMPANY WITH A VIEW TO PUBLIC DISCLOSURE. THE FINANCIAL DATA IS INCLUDED
HEREIN SOLELY BECAUSE SUCH DATA WAS FURNISHED TO DEXTER CORPORATION, THE
COMPANY'S MAJORITY STOCKHOLDER, DURING THE PENDENCY OF THE TENDER OFFER.
<PAGE>
INCOME STATEMENT AND BALANCE SHEET
<TABLE>
<CAPTION>
LIFE TECHNOLOGIES OCTOBER 1998
- ----------------- ----------------------
<S> <C>
BUSINESS MONTH/YEAR
</TABLE>
<TABLE>
<CAPTION>
INCOME STATEMENT AND BALANCE
SHEET AMOUNT ($)
<S> <C>
Net Sales 30,660,290
- ---------------------------------------------------------
Cost of Goods Sold (14,071,744)
- ---------------------------------------------------------
Selling Expense (7,005,442)
- ---------------------------------------------------------
Administrative Expense (2,431,411)
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R&D Expense (1,833,994)
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Other Income 228,730
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Other Expense (681,402)
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Realized FX Loss/Gain 234,338
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Other 35,146
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Income Taxes (1,781,676)
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Minority Interests (43,987)
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Net Income 3,308,848
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Cash and Short-term Securities 27,768,874
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Accounts Receivable, Net 74,031,291
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Inventories - FIFO 73,471,800
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LIFO Reserve (1,375,672)
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Prepaid and Deferred Expenses 10,888,898
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Other Assets 12,891,102
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Property, Plant & Equipment, Net 107,263,089
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Intangibles, Net 11,143,767
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Total Assets 316,083,149
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Short-term Debt 1,016,400
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Accounts Payable, Net 22,551,837
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Dividends Payable 0
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Accrued Expenses 31,548,573
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Deferred Liabilities 11,859,424
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Minority Interests 3,203,856
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Intercompany 0
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Total Liabilities 70,180,090
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- ---------------------------------------------------------
Total Equity 245,903,059
- ---------------------------------------------------------
- ---------------------------------------------------------
Liabilities and Equity 316,083,149
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</TABLE>
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The foregoing income statement and balance sheet data with respect to the
Company for the month of October 1998 is unaudited and does not contain all
information and footnote disclosure normally included in financial statements
prepared in accordance with generally accepted accounting principles. In
addition, this income statement and balance sheet data is subject to change
upon audit at year-end. This data is not intended to be a projection of results
of operations that the Company may obtain in the future.
<PAGE>
INCOME STATEMENT AND BALANCE SHEET
<TABLE>
<CAPTION>
LIFE TECHNOLOGIES NOVEMBER 1998
- ----------------- ----------------------
<S> <C>
BUSINESS MONTH/YEAR
</TABLE>
<TABLE>
<CAPTION>
INCOME STATEMENT AND BALANCE
SHEET AMOUNT ($)
<S> <C>
Net Sales 31,851,955
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Cost of Goods Sold (14,189,981)
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Selling Expense (7,075,818)
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Administrative Expense * (3,442,470)
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R&D Expense (1,816,188)
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Other Income 134,249
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Other Expense (691,055)
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Realized FX Loss/Gain 139,836
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Other 21,475
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Income Taxes (1,711,405)
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Minority Interests (19,041)
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Net Income 3,201,557
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Cash and Short-term Securities 38,646,348
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Accounts Receivable, Net 73,693,519
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Inventories--FIFO 74,711,888
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LIFO Reserve (1,407,672)
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Prepaid and Deferred Expenses 12,362,348
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Other Assets 13,096,463
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Property, Plant & Equipment, Net 106,581,674
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Intangibles, Net 10,938,099
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Total Assets 328,622,667
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Short-term Debt 1,724,100
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Accounts Payable, Net 24,816,795
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Dividends Payable 0
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Accrued Expenses 32,424,194
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Deferred Liabilities 12,095,919
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Minority Interests 3,273,311
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Intercompany 0
- --------------------------------------------------------
Total Liabilities 74,334,319
- --------------------------------------------------------
- --------------------------------------------------------
Total Equity 254,288,348
- --------------------------------------------------------
- --------------------------------------------------------
Liabilities and Equity 328,622,667
- --------------------------------------------------------
</TABLE>
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*Includes $750,000 of expenses related to the tender offer.
The foregoing income statement and balance sheet data with respect to the
Company for the month of November 1998 is unaudited and does not contain all
information and footnote disclosure normally included in financial statements
prepared in accordance with generally accepted accounting principles. In
addition, this income statement and balance sheet data is subject to change
upon audit at year-end. This data is not intended to be a projection of results
of operations that the Company may obtain in the future.
<PAGE>
QUARTERLY FORECAST
LIFE TECHNOLOGIES
BUSINESS
- --------------------------------------------------------------------------------
QUARTERLY
FORECAST 4Q 1998 ($000)
<TABLE>
<S> <C>
Net Sales 90,751
- ------------------------------
- ------------------------------
Business Contribution 13,530
- ------------------------------
Other 200
- ------------------------------
Income Taxes (4,868)
- ------------------------------
Minority Interests (100)
- ------------------------------
Net Income 8,762
</TABLE>
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The business contribution forecast for the fourth quarter has been reduced by
actual fourth quarter legal expenses recorded through November in the amount
of $750,000, relating to the Dexter tender offer. The business contribution
forecast for the fourth quarter does not include (i) investment banking fees
likely to range from $3.75-4.5 million or (ii) actual legal and other expenses
expected to be accrued in December relating to the Dexter tender offer.
THE QUARTERLY FORECAST DATA SET FORTH ABOVE CONSTITUTE FORWARD-LOOKING
STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. STOCKHOLDERS ARE CAUTIONED
THAT THE FOLLOWING FACTORS, AMONG OTHERS, MAY CAUSE THE COMPANY'S ACTUAL
FINANCIAL PERFORMANCE TO DIFFER MATERIALLY FROM THAT EXPRESSED IN SUCH FORWARD-
LOOKING STATEMENTS: CHANGES IN GOVERNMENT FUNDING FOR LIFE SCIENCES RESEARCH;
CHANGES IN PRICING OR AVAILABILITY OF FETAL BOVINE SERUM; CHANGES IN CURRENCY
EXCHANGE RATES; CHANGES AND DELAYS IN NEW PRODUCT INTRODUCTIONS; CUSTOMER
ACCEPTANCE OF NEW PRODUCTS; CHANGES IN GOVERNMENT REGULATIONS; CHANGES IN
PRICING OR OTHER ACTIONS BY COMPETITORS; AND GENERAL ECONOMIC CONDITIONS, AS
WELL AS OTHER RISKS DETAILED IN THE COMPANY'S FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION.
<PAGE>
EXHIBIT 5
DEXTER
Dexter Corporation
One Elm Street
KATHLEEN BURDETT Windsor Locks, CT 06096-2334
Vice President and Chief Financial Officer Tel: 860.292.7620
Fax: 860.292.7669
To: J. Stark Thompson
From: Kathleen Burdett
CC: K. Grahame Walker, Joseph C. Stokes
Date: December 10, 1998
Subject:Interim Financial Information
As you know, for many years Life Technologies, Inc. ("LTI") has provided
detailed interim financial information and forecasts on a monthly and
quarterly basis to Dexter Corporation, its majority shareholder. This practice
was suspended after Dexter launched its tender offer to acquire all of the LTI
shares it does not presently own.
As the end of Dexter's fiscal year approaches, however, Dexter is no longer
able to conduct its financial management operations adequately and carry out
its responsibilities to its shareholders without limited information regarding
LTI's past and anticipated fourth quarter results. Accordingly, Dexter
requests that you furnish the information set forth on the attached schedule
as promptly as possible. Please note that the requested information is
substantially less than that which has been provided routinely by LTI to
Dexter in the past.
We know you are conscious of your responsibilities to LTI's public
shareholders, particularly while Dexter's tender offer is pending. Please be
assured that Dexter intends, after reviewing such information, to promptly
make all public disclosures which it believes to be material to LTI's public
shareholders during the tender offer.
KB:mlk
Attachment
<PAGE>
INCOME STATEMENT, BALANCE SHEET
AND QUARTERLY FORECAST DATA
____________ ____________
BUSINESS MONTH/YEAR
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INCOME
STATEMENT
AND
BALANCE
SHEET* AMOUNT ($)
<TABLE>
<S> <C>
Net Sales
- ---------------------------------------------------------------------------
Cost of Goods Sold
- ---------------------------------------------------------------------------
Selling Expense
- ---------------------------------------------------------------------------
Administrative Expense
- ---------------------------------------------------------------------------
R&D Expense
- ---------------------------------------------------------------------------
Other Income
- ---------------------------------------------------------------------------
Other Expense
- ---------------------------------------------------------------------------
Realized FX Loss/Gain
- ---------------------------------------------------------------------------
Other
- ---------------------------------------------------------------------------
Income Taxes
- ---------------------------------------------------------------------------
Minority Interests
- ---------------------------------------------------------------------------
Net Income
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Cash and Short-term Securities
- ---------------------------------------------------------------------------
Accounts Receivable, Net
- ---------------------------------------------------------------------------
Inventories--FIFO
- ---------------------------------------------------------------------------
LIFO Reserve
- ---------------------------------------------------------------------------
Prepaid and Deferred Expenses
- ---------------------------------------------------------------------------
Other Assets
- ---------------------------------------------------------------------------
Property, Plant & Equipment, Net
- ---------------------------------------------------------------------------
Intangibles, Net
- ---------------------------------------------------------------------------
Total Assets
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Short-term Debt
- ---------------------------------------------------------------------------
Accounts Payable, Net
- ---------------------------------------------------------------------------
Dividends Payable
- ---------------------------------------------------------------------------
Accrued Expenses
- ---------------------------------------------------------------------------
Deferred Liabilities
- ---------------------------------------------------------------------------
Minority Interests
- ---------------------------------------------------------------------------
Intercompany
- ---------------------------------------------------------------------------
Total Liabilities
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Total Equity
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Liabilities and Equity
- ---------------------------------------------------------------------------
*Provide information separately for the months of October and November
1998.
</TABLE>
- --------------------------------------------------------------------------------
QUARTERLY
FORECAST 4Q 1998 ($000)
<TABLE>
<S> <C>
Net Sales
- --------------------------
- --------------------------
Business Contribution
- --------------------------
Other
- --------------------------
Income Taxes
- --------------------------
Minority Interests
- --------------------------
Net Income
</TABLE>
<PAGE>
EXHIBIT 6
[LOGO OF LIFE TECHNOLOGIES APPEARS HERE]
December 11, 1998
Dear Shareholder:
As you know, on December 7, 1998, Dexter Corporation, the majority
shareholder of Life Technologies, Inc., amended its offer (as so amended, the
"Offer") to acquire all of the outstanding shares of common stock of the
Company that it does not currently own by increasing the amount to be paid for
shares purchased pursuant to the Offer from $37.00 per share to $39.125 per
share in cash. Dexter also extended the expiration date of the Offer to 12:00
midnight, New York City time, on Tuesday, December 22, 1998, and eliminated
the minimum share condition of the Offer, so that the Offer is no longer
conditioned upon any minimum number of shares being validly tendered and not
withdrawn prior to the expiration date.
As you also know, five of the seven members of the Company's Board of
Directors are also officers or directors of Dexter. BECAUSE A MAJORITY OF THE
COMPANY'S BOARD IS AFFILIATED WITH DEXTER, THE BOARD HAS DETERMINED THAT THE
COMPANY WILL CONTINUE TO EXPRESS NO POSITION AND TO REMAIN NEUTRAL WITH
RESPECT TO THE OFFER.
The enclosed Amendment No. 1 to Solicitation/Recommendation Statement on
Schedule 14D-9, which was filed today with the Securities and Exchange
Commission, describes the Company's position with respect to the Offer and
contains other information relating to the Company, Dexter and the Offer. As
with the original Schedule 14D-9, the Company's Board encouraged individual
directors of the Company who are unaffiliated with Dexter to include in the
Amendment any information, recommendation or other statement that the
individual directors deemed necessary or appropriate to assist you in
determining whether or not to accept the Offer. On this basis, Thomas H.
Adams, Ph.D., the only outside director of the Company who is not affiliated
with Dexter, has advised the Company that it continues to be his view that the
Company's shareholders should reject the Offer and not tender their shares.
Because the Company is not making a recommendation with respect to the
Offer, you must make your own decision as to the adequacy, fairness and
acceptability of the Offer in the manner in which you wish. The Company's
Board strongly urges you to make your decision based on all of the information
available to you and, to that end, to read the enclosed materials carefully
and in their entirety.
Sincerely,
/s/ J. Stark Thompson, Ph.D.
J. Stark Thompson, Ph.D.
President and Chief Executive
Officer
