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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. 7)
(FINAL AMENDMENT)
SCHEDULE 13D
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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SCHEDULE 14D-1
CUSIP NO. 532177201
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1 NAME OF REPORTING PERSONS: DEXTER CORPORATION
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 06-0321410
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(A) X
(B)
- -------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS):
BK
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(E) OR 2(F):
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
CONNECTICUT
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
17,761,428
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS):
- -------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED TO AMOUNT IN ROW (7):
71.3%
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10 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
CO
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SCHEDULE 14D-1
CUSIP NO. 532177201
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1 NAME OF REPORTING PERSONS: DEXTER ACQUISITION DELAWARE, INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 51-0386042
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(A) X
(B)
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS):
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(E) OR 2(F):
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6 CITIZENSHIP OR PLACE OF ORGANIZATION:
DELAWARE
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
17,761,428
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS):
- -------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED TO AMOUNT IN ROW (7): 71.3%
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10 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
CO
- -------------------------------------------------------------------------------
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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, 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 14D-1"). This Amendment No. 7,
constituting the final amendment to the Schedule 14D-1 pursuant to Instruction D
of Schedule 14D-1, also constitutes the statement on Schedule 13D of Purchaser
and Parent. Capitalized terms not defined herein have the meaning ascribed to
them in the Schedule 14D-1. The item numbers, captions and responses thereto
set forth below are in accordance with the requirements of Schedule 14D-1.
ITEM 1. SECURITY AND SUBJECT COMPANY.
(b) Item 1(b) of the Schedule 14D-1 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 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(b) Items 4(a)-(b) of the Schedule 14D-1 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 $216 million, all of which will be borrowed under the
Revolving Credit Facility.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
(a)-(g) Items 5(a)-(g) of the Schedule 14D-1 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.
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To the extent any other statement in this Schedule 14D-1, as
amended, and this Schedule 13D is inconsistent with any statement in
the preceding two paragraphs, such other statement is hereby
superseded.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a)-(b) Items 6(a)-(b) of the Schedule 14D-1 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 the 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 (a)(16) hereto and is
incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
(f) Item 10(f) of the Schedule 14D-1 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 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Schedule 14D-1 is hereby amended and supplemented by
adding the following exhibits:
(a)(16) Text of press release issued by Parent and Purchaser, dated
December 23, 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 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
(a)(16) Text of press release issued by Parent and Purchaser, dated
December 23, 1998.
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DEXTER
Dexter Corporation
One Elm Street
Windsor Locks, CT 06096-2334
T:860.292.7675
F:860.292.7627
Contact:
Investors Media
Kathleen Burdett Michael Freitag
John D. Thompson Mark Semer
Dexter Corporation Kekst and Company
(860) 292-7675 (212) 521-4800
or
Mark Harnett
MacKenzie Partners, Inc.
(212) 929-5877
For Immediate Release
DEXTER COMPLETES TENDER OFFER FOR LIFE TECHNOLOGIES; INCREASES
OWNERSHIP TO 71%
WINDSOR LOCKS, CONNECTICUT, December 23, 1998 -- Dexter Corporation (NYSE:DEX)
and Dexter Acquisition Delaware, Inc., a wholly-owned subsidiary of Dexter,
announced today that they have completed their tender offer to acquire any and
all of the shares of Life Technologies, Inc. (NASDAQ:LTEK) that Dexter did not
already own for $39.125 per share in cash, net to the seller without interest
thereon. The tender offer expired at 12:00 midnight, New York City time, on
December 22, 1998.
Dexter reported that, based on information provided by the depositary for the
offer, approximately 5.5 million shares of Life Technologies, Inc. common stock
had been tendered and not withdrawn as of the expiration of the offer. Such
shares represent approximately 22% of all of the issued and outstanding Life
Technologies, Inc. shares. As a result of the acquisition of such shares in the
tender offer, Dexter will own an aggregate of approximately 17.8 million shares
representing approximately 71% of the total number of issued and outstanding
shares of Life Technologies, Inc. Dexter intends to pay promptly for the shares
of Life Technologies, Inc. tendered and accepted for payment pursuant to the
tender offer.
K. Grahame Walker, Chairman and Chief Executive Officer of Dexter
Corporation, said: "While we would prefer to own 100% of Life Technologies, we
are pleased with our increased ownership as a result of the tender offer which
we believe will enhance our ability to achieve our long-term growth objectives."
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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
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