AGREEMENT --------- THIS AGREEMENT ("Agreement"), dated as of December 18, 1998, is among Thomas W. Smith, Prescott International Partners, L.P., Prescott Associates, Idoya Partners, Thomas W. Smith as Trustee for Jack McKenzie Trust under Agreement...
Exhibit 1
AGREEMENT
---------
THIS AGREEMENT ("Agreement"), dated as of December 18, 1998, is among
Xxxxxx X. Xxxxx, Xxxxxxxx International Partners, L.P., Prescott Associates,
Idoya Partners, Xxxxxx X. Xxxxx as Trustee for Xxxx XxXxxxxx Trust under
Agreement dated April 12, 1992 and Xxxxxx X. Xxxxx as Trustee for Xxx Xxxxxxx
Xxxxxxxxxx Trust under Agreement dated March 9, 1994 (collectively, the
"Investors") and the other parties signatory hereto with respect to shares of
common stock (the "Shares") of Life Technologies, Inc., a Delaware corporation
(the "Company").
As of the date hereof, each of the parties hereto owns or controls,
directly or indirectly, that number of Shares set forth after its name on the
signature pages to this Agreement.
Each of the Investors hereby agrees that, for a period of six months from
December 2, 1998, such Investors shall not sell or otherwise dispose of any
Shares, including, without limitation, pursuant to open market sales, privately
negotiated transactions or tender offers, unless the parties hereto (other than
York Capital Management, L.P., York Investment Limited and JGD Management Corp.
(collectively, the "York Entities") and the Investors) mutually agree to the
contrary; provided, however, that the Investors shall be permitted to sell or
otherwise transfer Shares among themselves. The parties hereto (other than the
York Entities and the Investors) agree to provide the Investors with reasonable
advance notice of any potential sale or disposition of Shares agreed to by the
parties hereto and agree that the Investors shall be entitled to participate in
any sale or disposition of Shares by any of the parties hereto or any of their
respective affiliates (other than the Investors) on a pro rata basis (based on
the number of Shares owned or controlled by all of the parties hereto as set
forth on the signature pages to this Agreement) on the same terms as those
applicable to such parties.
Each of the parties hereto agrees to bear its own costs and expenses
incurred in connection with its ownership of Shares, this Agreement and any
transaction entered into pursuant to this Agreement; provided, however, that the
Investors shall share on a pro rata basis (based on the number of Shares owned
or controlled by all of the parties hereto as set forth on the signature pages
to this Agreement) expenses incurred by any party hereto after December 14, 1998
for the common benefit of all the parties hereto, subject to the limitation that
the Investors shall not be collectively responsible for more than $15,000 in the
aggregate in pro rata expenses pursuant hereto without their prior written
consent. Each of the parties hereby agrees to join with each of the other
parties hereto in a Schedule 13D filing and any required amendments thereto.
Except for this Agreement and the other agreements referred to in Schedule
13D filings made by the parties hereto prior to the date hereof, none of the
parties hereto is a party to any other contract, understanding, relationship or
arrangement with any other person or entity with respect to any equity
securities of the Company requiring disclosure under Section 13(d) of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder. Each of the Investors hereby agrees not to enter into
any other such contract, understanding, relationship or arrangement for a period
of six months from December 2, 1998 without the written consent of the other
parties hereto (other than the York Entities).
NYFS01...:\01\47201\0001\2037\SCHD148L.20E
This Agreement sets forth the entire understanding of the parties hereto
with respect to the subject matter hereof. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
[signature pages to follow]
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IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of
the date written above.
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Xxxxxx X. Xxxxx
Shares owned: 70,000
Shares controlled: 826,900
PRESCOTT INTERNATIONAL PARTNERS, L.P.
By:
-------------------------------------------
Xxxxxx X. Xxxxx
General Partner
By:
-------------------------------------------
Xxxxxx X. Xxxxxxxx
General Partner
Shares owned: 19,950
PRESCOTT ASSOCIATES
By:
-------------------------------------------
Xxxxxx X. Xxxxx
General Partner
By:
-------------------------------------------
Xxxxxx X. Xxxxxxxx
General Partner
Shares owned: 331,650
IDOYA PARTNERS
By:
-------------------------------------------
Xxxxxx X. Xxxxx
General Partner
By:
-------------------------------------------
Xxxxxx X. Xxxxxxxx
General Partner
Shares owned: 405,000
37
XXXX XXXXXXXX TRUST UNDER AGREEMENT DATED
APRIL 12, 1992
By:
-------------------------------------------
Xxxxxx X. Xxxxx, as Trustee
Shares owned: 150
XXX XXXXXXX XXXXXXXXXX TRUST UNDER
AGREEMENT DATED MARCH 9, 1994
By:
-------------------------------------------
Xxxxxx X. Xxxxx, as Trustee
Shares owned: 150
THE XXXXX REVOCABLE TRUST
By:
-------------------------------------------
Name:
Title:
Shares owned: 397,100
BEAR, XXXXXXX & CO. INC.
By:
-------------------------------------------
Name:
Title:
Shares owned: No less than 300,000
INTERNATIONAL SPECIALTY PRODUCTS INC.
By:
-------------------------------------------
Name:
Title:
Shares owned: 2,133,100
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XXXXXXXXX X. XXXXX INTANGIBLE ASSET
MANAGEMENT TRUST
By:
-------------------------------------------
Xxxxx X. Xxxxxxx
Trustee
Shares owned: 713,395
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X. Xxxxx
Shares owned: 135,500
YORK CAPITAL MANAGEMENT, L.P.
By:
-------------------------------------------
Name:
Title:
Shares owned: 78,700
YORK INVESTMENT LIMITED
By:
-------------------------------------------
Name:
Title:
Shares owned: 129,600
JGD MANAGEMENT CORP.
By:
-------------------------------------------
Name:
Title:
Shares owned: 23,100
39
