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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. 2)
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 Amendment No. 1 to the
Schedule 13E-3 filed with the Commission on November 5, 1998 (as amended, the
"Schedule 13E-3"). Capitalized terms not defined herein have the meaning
ascribed to them in the Schedule 13E-3.
ITEM 16. ADDITIONAL INFORMATION.
Item 16 of the Schedule 13E-3 is hereby amended and supplemented to add
the following information:
On July 9, 1998, several lawsuits purporting to be brought as class
actions on behalf of the Company's public stockholders were filed against the
Company, Parent and the Company's directors in the Court of Chancery of the
State of Delaware. In September 1998 these lawsuits were consolidated into a
single action, titled In re Life Technologies, Inc. Shareholders Litigation
(Consolidated Civil Action No. 16513). On November 6, 1998, an amended
consolidated class action complaint, a motion for preliminary injunction and a
motion for expedited proceedings were filed in the Court of Chancery of the
State of Delaware. The amended consolidated complaint alleges, among other
things, that Parent and the defendant directors of the Company who are
affiliated with Parent or are officers of the Company have breached their
respective fiduciary duties to the Company's public stockholders. The amended
consolidated complaint seeks to enjoin defendants, preliminarily and
permanently, from consummating a tender offer by Parent, to require Parent to
supplement its offer to Purchase and to recover monetary damages and costs.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 of the Schedule 13E-3 is hereby amended to add the following
exhibits:
(g)(3) Amended Consolidated Class Action Complaint: In re Life
Technologies, Inc. Shareholders Litigation, C.A. No. 16513
(Del Ch. filed November 6, 1998) (previously filed as exhibit
(g)(3) to the Schedule 14D-1 and incorporated herein by
reference).
(g)(4) Motion for Preliminary Injunction: In re Life Technologies,
Inc. Shareholders Litigation, C.A. No. 16513 (Del Ch. filed
November 6, 1998) (previously filed as exhibit (g)(4) to the
Schedule 14D-1 and incorporated herein by reference).
(g)(5) Motion for Expedited Proceedings: In re Life Technologies,
Inc. Shareholders Litigation, C.A. No. 16513 (Del Ch. filed
November 6, 1998) (previously filed as exhibit (g)(5) 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 12, 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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(g)(3) Amended Consolidated Class Action Complaint: In re Life
Technologies, Inc. Shareholders Litigation, C.A. No. 16513 (Del
Ch. filed November 6, 1998) (previously filed as exhibit (g)(3)
to the Schedule 14D-1 and incorporated herein by reference).
(g)(4) Motion for Preliminary Injunction: In re Life Technologies, Inc.
Shareholders Litigation, C.A. No. 16513 (Del Ch. filed November
6, 1998) (previously filed as exhibit (g)(4) to the Schedule
14D-1 and incorporated herein by reference).
(g)(5) Motion for Expedited Proceedings: In re Life Technologies, Inc.
Shareholders Litigation, C.A. No. 16513 (Del Ch. filed November
6, 1998) (previously filed as exhibit (g)(5) to the Schedule
14D-1 and incorporated herein by reference).