UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
THE DEXTER CORPORATION
(Name of Issuer)
Common Stock, Par Value $1
(Title of Class of Securities)
252165-10-5
(CUSIP Number)
Donald S. Scherer
Howard, Rice, Nemerovski, Canady, Falk & Rabkin,
A Professional Corporation
Three Embarcadero Center, Suite 700
San Francisco, CA 94111
(415) 434-1600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 13, 1996
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with this statement [x].
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of<PAGE>
CUSIP NO. 252165-10-5 SCHEDULE 13D Page 2 of 23
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
Page 1 of 23
Exhibit Index Located on Page 19<PAGE>
CUSIP NO. 252165-10-5 SCHEDULE 13D Page 3 of 23
1 Name of Reporting Person BK CAPITAL PARTNERS IV, L.P.
IRS Identification No. of Above Person 94-3139027
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [x]
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 1,240,800*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 1,240,800*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 1,240,800*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 5.2%*
14 Type of Reporting Person PN
* See Item 5 below<PAGE>
CUSIP NO. 252165-10-5 SCHEDULE 13D Page 4 of 23
1 Name of Reporting Person STINSON CAPITAL PARTNERS, L.P.
IRS Identification No. of Above Person 94-3432358
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [x]
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 1,240,800*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 1,240,800*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 1,240,800*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 5.2%*
14 Type of Reporting Person PN
* See Item 5 below.<PAGE>
CUSIP NO. 252165-10-5 SCHEDULE 13D Page 5 of 23
1 Name of Reporting Person THE CARPENTERS PENSION
TRUST FOR SOUTHERN
CALIFORNIA
IRS Identification No. of Above Person 94-6042875
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [x]
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 1,240,800*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 1,240,800*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 1,240,800*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 5.2%*
14 Type of Reporting Person EP
* See Item 5 below.<PAGE>
CUSIP NO. 252165-10-5 SCHEDULE 13D Page 6 of 23
1 Name of Reporting Person INSURANCE COMPANY SUPPORTED
ORGANIZATIONS PENSION PLAN
IRS Identification No. of Above Person 25-6358211
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [x]
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 1,240,800*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 1,240,800*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 1,240,800*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 5.2%*
14 Type of Reporting Person EP
* See Item 5 below.<PAGE>
CUSIP NO. 252165-10-5 SCHEDULE 13D Page 7 of 23
1 Name of Reporting Person RICHARD C. BLUM & ASSOCIATES, L.P.
IRS Identification No. of Above Person 94-3205364
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [x]
3 SEC USE ONLY
4 Source of Funds Not applicable
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 1,240,800*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 1,240,800*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 1,240,800*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 5.2%*
14 Type of Reporting Person PN, IA
* See Item 5 below.<PAGE>
CUSIP NO. 252165-10-5 SCHEDULE 13D Page 8 of 23
1 Name of Reporting Person RICHARD C. BLUM & ASSOCIATES, INC.
IRS Identification No. of Above Person 94-2967812
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [x]
3 SEC USE ONLY
4 Source of Funds Not applicable
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 1,240,800*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 1,240,800*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 1,240,800*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 5.2%*
14 Type of Reporting Person CO
* See Item 5 below.<PAGE>
CUSIP NO. 252165-10-5 SCHEDULE 13D Page 9 of 23
1 Name of Reporting Person RICHARD C. BLUM
S.S. No. of Above Person ###-##-####
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [x]
3 SEC USE ONLY
4 Source of Funds Not applicable
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization USA
7 Sole Voting Power -0-*
NUMBER OF
SHARES 8 Shared Voting Power 1,240,800*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-*
REPORTING
PERSON WITH
10 Shared Dispositive Power 1,240,800*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 1,240,800*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 5.2%*
14 Type of Reporting Person IN
* See Item 5 below.<PAGE>
CUSIP NO. 252165-10-5 SCHEDULE 13D Page 10 of 23
Item 1. Security and Issuer
This Schedule 13D relates to shares of common stock, par value $1
(the "Common Stock") of The Dexter Corporation, a Connecticut
corporation (the "Issuer"). The principal executive office and
mailing address of the Issuer is One Elm Street, Windsor Locks,
Connecticut 06096.
Item 2. Identity and Background
This Schedule 13D is filed on behalf of BK Capital Partners IV,
L.P., a California limited partnership ("BK IV"); Stinson Capital
Partners L.P., a California limited partnership ("Stinson");
Insurance Company Supported Organizations Pension Plan
("ICSOPP"); The Carpenters Pension Trust for Southern California
(the "Carpenters Trust"); Richard C. Blum & Associates, L.P., a
California limited partnership ("RCBA L.P."); Richard C. Blum &
Associates, Inc., a California corporation ("RCBA Inc."); and
Richard C. Blum, the Chairman and a substantial shareholder of
RCBA Inc.
BK IV and Stinson are each a California limited partnership whose
principal business is investing in securities, and whose
principal office is located at 909 Montgomery Street, Suite 400,
San Francisco, California 94133. RCBA L.P. is the sole general
partner of BK IV and Stinson and an investment adviser to The
Carpenters Trust and ICSOPP.
RCBA L.P. is a California limited partnership whose principal
business is acting as general partner for investment partnerships
and providing investment advisory and financial consulting
services. RCBA L.P. is a registered investment adviser with the
Securities and Exchange Commission and with the State of
California. The sole general partner of RCBA L.P. is RCBA Inc.
The principal business office address of RCBA L.P. and RCBA Inc.
is 909 Montgomery Street, Suite 400, San Francisco, California
94133. The names of the executive officers and directors of RCBA
Inc., their addresses, citizenship and principal occupations are
as follows:
Principal
Name and Citizen- Occupation
Office Held Business Address ship or Employment
Richard C. Blum 909 Montgomery St. USA President and
President, Suite 400 Chairman, RCBA
Chairman and San Francisco, CA L.P.
Director<PAGE>
CUSIP NO. 252165-10-5 SCHEDULE 13D Page 11 of 23
Principal
Name and Citizen- Occupation
Office Held Business Address ship or Employment
Nils Colin Lind 909 Montgomery St. Norway Managing
Managing Director Suite 400 Director, RCBA
and Director San Francisco, CA L.P.
Jeffrey W. Ubben 909 Montgomery St. USA Managing
Managing Director Suite 400 Director of
of Investments San Francisco, CA Investments,
RCBA L.P.
Alexander L. Dean 909 Montgomery St. USA Managing
Managing Director Suite 400 Director of
of Investments and San Francisco, CA Investments,
Director RCBA L.P.
George F. Hamel, 909 Montgomery St. USA Managing
Jr. Suite 400 Director of
Managing Director San Francisco, CA Marketing, RCBA
of Marketing L.P.
John H. Steinhart 909 Montgomery St. USA Managing
Managing Director Suite 400 Director and
and Chief San Francisco, CA Chief
Administrative Administrative
Officer Officer, RCBA
L.P.
Marc T. Scholvinck 909 Montgomery St. USA Managing
Managing Director Suite 400 Director and
and Chief San Francisco, CA Chief Financial
Financial Officer Officer, RCBA
L.P.
Peter E. Rosenberg 909 Montgomery St. USA Managing
Managing Director Suite 400 Director of
of Development and San Francisco, CA Development,
Director RCBA L.P.
Michael Kane 909 Montgomery St. USA Managing
Managing Director Suite 400 Director of
of Investments San Francisco, CA Investments,
RCBA L.P.
Thomas L. Kempner 40 Wall Street USA Chairman, Loeb
Director New York, NY 10005 Partners
Corporation,
Investment
Banking Business<PAGE>
CUSIP NO. 252165-10-5 SCHEDULE 13D Page 12 of 23
Principal
Name and Citizen- Occupation
Office Held Business Address ship or Employment
Donald S. Scherer 3 Embarcadero Center USA Howard, Rice, et
Secretary Suite 700 al. (law firm)
San Francisco, CA
94111
The Carpenters Trust is a trust, governed by a board of trustees.
Its principal office is located at 520 South Virgil Avenue, 4th
Floor, Los Angeles, California 90020. The names of the executive
officers and trustees of the Carpenters Trust, their addresses,
citizenship and principal occupation are as follows:
Principal
Name and Citizen- Occupation
Office Held Business Address ship or Employment
Kim Frommer, 22225 Acorn Street USA President,
Trustee Chatsworth, CA 91311 Frommer Inc.
Curtis Conyers, 4719 Exposition USA President,
Jr., Trustee Boulevard Richard Lane
Los Angeles, CA 90016 Company
Richard Harris, 1717 West Lincoln Ave. USA General
Trustee Anaheim, CA 92801 Manager,
Wesseln
Construction
Co., Inc.
Ralph Larison, 1925 Water Street USA President,
Trustee Long Beach, CA 90802 Connoly-Pacific
Co.
Bert Lewitt, 2901 28th Street USA President,
Trustee Santa Monica, CA 90405 Morley
Construction
Co.
Ronald W. Tutor, 15901 Olden Street USA President,
Co-Chairman, Sylmar, CA 91342 Tutor-Saliba
Trustee Corporation
J.D. Butler, 412 Dawson Drive USA Treasurer, Gold
Trustee Camarillo, CA 93010 Coast District
Council of
Carpenters<PAGE>
CUSIP NO. 252165-10-5 SCHEDULE 13D Page 13 of 23
Principal
Name and Citizen- Occupation
Office Held Business Address ship or Employment
Douglas J. 520 South Virgil Avenue USA Secretary-
McCarron, Los Angeles, CA 90020 Treasurer,
Chairman, Southern
Trustee California
District
Council of
Carpenters
Bill Perry, 520 South Virgil Avenue USA Administrative
Trustee Los Angeles, CA 90020 Assistant,
Southern
California
District
Council of
Carpenters
Buddy Self, 911 20th Street USA Financial
Trustee Bakersfield, CA 91301 Secretary,
Carpenters
Local Union 743
Steve Graves, 520 South Virgil Avenue USA Representative,
Trustee Los Angeles, CA 90020 Southern
California
District
Council of
Carpenters
Fred Taylor, 341 Wardlow Road USA Financial
Trustee Long Beach, CA 90807 Secretary,
Carpenters
Local Union 630
ICSOPP is a trust, governed by a board of trustees. The
principal administrative office of ICSOPP is located at 1130
Connecticut Avenue, N.W., Washington, D.C. 20036. The name,
business address and present principal occupation of each of the
trustees and executive officers of ICSOPP are as follows:<PAGE>
CUSIP NO. 252165-10-5 SCHEDULE 13D Page 14 of 23
Principal
Name and Citizen- Occupation
Office Held Business Address ship or Employment
Robert E. Vagley, American Insurance USA President,
Fiduciary Association American
1130 Connecticut Insurance
Avenue, N.W. Association
Washington, DC 20036
Fred R. Marcon, Insurance Services USA President,
Fiduciary Office Insurance
7 World Trade Center Services
New York, NY 10048 Office
Gail P. Norton, Industrial Risk USA President &
Fiduciary Insurers CEO,
85 Woodland Street Industrial
Hartford, Risk Insurers
Connecticut 06102
A. James Brodsky, Insurance Company USA Director,
Director Supported Insurance
Organizations Company
Pension Plan and Supported
Trust Organizations
1130 Connecticut Pension Plan
Avenue, N.W. and Trust
Washington, DC 20036
* * *
To the best knowledge of the Reporting Persons, none of the
entities or persons identified in this Item 2 has, during the
past five years, been convicted of any criminal proceeding
(excluding traffic violations or similar misdemeanors), nor been
a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The source of funds for the purchases of securities was the
working capital of the Reporting Persons. <PAGE>
CUSIP NO. 252165-10-5 SCHEDULE 13D Page 15 of 23
Item 4. Purpose of Transaction.
The Reporting Persons acquired the Common Stock for investment
purposes. Depending upon market conditions and other factors,
the Reporting Persons may acquire additional securities of the
Issuer, in the open market, in privately negotiated transactions
or otherwise. Alternatively, depending upon market conditions
and other factors, the Reporting Persons may, from time to time,
dispose of some or all of the securities of the Issuer that they
beneficially own.
The Reporting Persons have communicated with the Issuer
concerning a range of issues that they believe could favorably
affect both management focus and shareholder value, and they
expect to continue such dialogues. The principal issues of these
recent communications have been the potential benefits of
monetizing the Issuer's investment in Life Technologies, Inc. and
the use of the related proceeds to repurchase a significant
number of the Issuer's outstanding common stock. Attached as
Exhibit B is the most recent such communication.
Other than as set forth in this statement, the Reporting Persons
have no present plans or proposals that relate to or would result
in any of the consequences listed in paragraphs (a)-(j) of Item 4
of Schedule 13D, or any agreement regarding such matters,
although they may in the future take actions that would have such
consequences.
Item 5. Interest in Securities of the Issuer
(a), (b) According to the Issuer's most-recent Form 10-Q, there
were 23,893,187 shares of Common Stock issued and outstanding as
most recent Form 10-Q, of April 30, 1996. Based on such
information, after taking into account the transactions described
in Item 5(c) below, the following Reporting Persons report the
following direct holdings and corresponding percentage interests
in the Common Stock:
Shares of
Common Percentage
Name Stock Owned Owned
BK IV 75,300 0.3%
Stinson 56,700 0.2%
Carpenters Trust 905,800 3.8%
ICSOPP 110,300 0.5%
_________ ____
Total 1,148,100 4.8%
========= ====<PAGE>
CUSIP NO. 252165-10-5 SCHEDULE 13D Page 16 of 23
In addition, because RCBA L.P. has voting and investment power
with respect to 92,700 shares that are legally owned by The
Common Fund for the account of its Equity Fund ("The Common
Fund"), those shares are reported as beneficially owned by RCBA
L.P. The Common Fund is principally engaged in the business of
managing investments for educational institutions. The principal
administrative office of The Common Fund is located at 450 Post
Road East, Westport, Connecticut 06881-0909. The Common Fund
disclaims membership in a group with any of the Reporting
Persons, and disclaims beneficial ownership of any shares held by
the Reporting Persons.
Voting and investment power concerning the above shares are held
solely by RCBA L.P. The Reporting Persons therefore may be
deemed to be members in a group, in which case each Reporting
Person would be deemed to have beneficial ownership of an
aggregate of 1,240,800 shares of the Common Stock, which is 5.2%
of the outstanding Common Stock. As the sole general partner of
RCBA L.P., RCBA Inc. is deemed the beneficial owner of the
securities over which RCBA L.P has voting and investment power.
As Chairman, director and a substantial shareholder of RCBA Inc.,
Richard C. Blum might be deemed to be the beneficial owner of the
securities beneficially owned by RCBA Inc. Although Mr. Blum is
joining in this Schedule as a Reporting Person, the filing of
this Schedule shall not be construed as an admission that he, or
any of the other shareholders, directors or executive officers of
RCBA Inc. is, for any purpose, the beneficial owner of any of the
securities that are beneficially owned by RCBA Inc.
(c) During the last 60 days, the Reporting Persons purchased the
following shares of Common Stock on the open market:
Name Trade Date Shares Price/Share
BK IV 06-11-96 1,000 $29.45
06-12-96 2,200 29.58
06-13-96 1,000 29.68
Stinson 06-11-96 500 29.45
06-12-96 1,000 29.58
06-13-96 500 29.68
06-14-96 18,100 29.20
06-17-96 2,100 29.33
Carpenters Trust 06-11-96 12,500 29.45
06-12-96 25,900 29.58
06-13-96 11,500 26.09
ICSOPP 06-11-96 1,500 29.45
06-12-96 3,200 29.58
06-13-96 1,400 26.09<PAGE>
CUSIP NO. 252165-10-5 SCHEDULE 13D Page 17 of 23
Name Trade Date Shares Price/Share
The Common Fund 06-11-96 1,000 29.45
06-12-96 2,100 29.58
06-13-96 1,000 26.09
06-14-96 18,100 29.20
06-17-96 2,200 29.33
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
None of the Reporting Persons or, to the best knowledge of the
Reporting Persons, the other persons named in Item 2, is a party
to any contract, arrangement, understanding or relationship with
respect to any securities of the Issuer, including but not
limited to the transfer or voting of any securities of the
Issuer, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
Exhibit A Joint Filing Undertaking.
Exhibit B Letter dated June 14, 1996 from Richard C. Blum &
Associates, L.P. to K. Grahame Walker, Chairman
and CEO of The Dexter Corporation.<PAGE>
CUSIP NO. 252165-10-5 SCHEDULE 13D Page 18 of 23
Signatures
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
DATED: June 21, 1996
STINSON CAPITAL PARTNERS, L.P. RICHARD C. BLUM & ASSOCIATES,
L.P.
By Richard C. Blum & Associates,
L.P., its General Partner By Richard C. Blum &
Associates, Inc., its
By Richard C. Blum & General Partner
Associates, Inc., its
General Partner
By /s/ Donald S. Scherer
________________________
By /s/ Donald S. Scherer Donald S. Scherer,
_______________________ Secretary
Donald S. Scherer,
Secretary
RICHARD C. BLUM & ASSOCIATES,
INC.
THE CARPENTERS PENSION TRUST FOR
SOUTHERN CALIFORNIA
By /s/ Donald S. Scherer
INSURANCE COMPANY SUPPORTED __________________________
ORGANIZATION PENSION PLAN Donald S. Scherer,
Secretary
By Richard C. Blum & Associates,
L.P., its Investment Adviser
/s/ John H. Steinhart
By Richard C. Blum & _____________________________
Associates, Inc., its RICHARD C. BLUM
General Partner
By John H. Steinhart
Attorney-in-Fact
By /s/ Donald S. Scherer
_______________________
Donald S. Scherer,
Secretary<PAGE>
CUSIP NO. 252165-10-5 SCHEDULE 13D Page 19 of 23
INDEX TO EXHIBITS
Sequentially
Item Description Numbered Page
Exhibit A Joint Filing Undertaking 18
Exhibit B Letter dated June 14, 1996 from 19
Richard C. Blum & Associates, L.P.
to K. Grahame Walker, Chairman and
CEO of The Dexter Corporation.<PAGE>
CUSIP NO. 252165-10-5 SCHEDULE 13D Page 20 of 23
EXHIBIT A
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby
execute this agreement as an exhibit to this Schedule 13D to
evidence the agreement of the below-names parties, in accordance
with rules promulgated pursuant to the Securities Exchange Act of
1934, to file this Schedule jointly on behalf of each of such
parties.
DATED: June 21, 1996
STINSON CAPITAL PARTNERS, L.P. RICHARD C. BLUM & ASSOCIATES,
L.P.
By Richard C. Blum & Associates,
L.P., its General Partner By Richard C. Blum &
Associates, Inc., its
By Richard C. Blum & General Partner
Associates, Inc., its
General Partner
By /s/ Donald S. Scherer
________________________
By /s/ Donald S. Scherer Donald S. Scherer,
________________________ Secretary
Donald S. Scherer,
Secretary
RICHARD C. BLUM & ASSOCIATES,
INC.
THE CARPENTERS PENSION TRUST FOR
SOUTHERN CALIFORNIA
By /s/ Donald S. Scherer
INSURANCE COMPANY SUPPORTED _______________________________
ORGANIZATION PENSION PLAN Donald S. Scherer,
Secretary
By Richard C. Blum & Associates,
L.P., its Investment Adviser
/s/ John H. Steinhart
By Richard C. Blum & _______________________________
Associates, Inc., its RICHARD C. BLUM
General Partner
By John H. Steinhart
By /s/ Donald S. Scherer Attorney-in-Fact
________________________
Donald S. Scherer,
Secretary<PAGE>
CUSIP NO. 252165-10-5 SCHEDULE 13D Page 21 of 23
EXHIBIT B
Richard C. Blum & Associates, L.P.
909 Montgomery Street, Suite 400
San Francisco, CA 94133-4625
-----
June 14, 1996
K. Grahame Walker
Chairman and CEO
The Dexter Corporation
One Elm Street
Windsor Locks, CT 06096
Dear Grahame:
As a follow up to our letters dated October 18, 1995 and
January 3, 1996, we continue to believe that Dexter has a unique
opportunity to monetize its Life Technologies holding and use the
proceeds to repurchase Dexter stock. Our calculations show that
Dexter could create a permanent 15% increase in its earnings per
share and a 50% increase in available cash flow per share (as
compared to maintaining the status quo) by monetizing Life
Technologies and repurchasing Dexter stock.
To summarize our previous correspondence:
. We view Dexter as consisting of i) a collection of
operating businesses over which the Dexter management
exercises day-to-day control (Dexter's Core Businesses),
and ii) a large passive investment in another publicly-
traded company (Life Technologies) that operates
independent of Dexter's Core Businesses and provides no
synergies to the Dexter Core Businesses.
. We believe Dexter's Core Businesses are poised for
meaningful margin improvement. Our views are supported by
your public statements over the last year, and the
substantial investment that Dexter has made in the Core
Businesses over the last five years ($152 million in
capital spending and $176 million in R&D spending --
totaling $13.50 per Dexter share).
. We believe that the valuation of Life Technologies is
penalized due to dexter's 55% majority ownership, and the
remaining outstanding shares constitute too small a market
float to command Wall Street's attention. We believe that
Life Technologies could command a significantly higher
valuation if it were an independent public company or if it
were sold in a private transaction.<PAGE>
CUSIP NO. 252165-10-5 SCHEDULE 13D Page 22 of 23
K. Grahame Walker
The Dexter Corporation
June 14, 1996
Page Two
Based on Dexter's current portfolio configuration and the
expected performance of its Core Businesses, we are advocates of
you:
. Monetizing Dexter's passive investment in Life Technologies
on a tax deferred basis through the issuance of either a
convertible debenture or a similar security, and
. Using the proceeds from the convertible debenture or
similar instrument to effect a 9 million share repurchase
of Dexter stock at a premium to its current trading price.
We believe there are both quantifiable and intangible benefits
that will accrue to the Dexter shareholders if Dexter pursues
such a transaction, including:
. A permanent increase in earnings per share of approximately
15% (Dexter earnings per share in 1999 should be $4.10
after completing the transaction, compared to $3.55 if you
maintain the current structure);
. An increase in cash flow per share (defined as net income
plus depreciation and amortization minus undistributed
earnings in consolidated subsidiaries) of approximately 50%
on a permanent basis;
. A capital structure that magnifies the returns to
shareholders to the extent that Dexter management is able
to meet or beat their publicly stated goals for sales
growth and operating income margin improvement.
. A public statement by Dexter management that they are
prepared to be judged and paid based solely on the
performance of the businesses over which they exercise
meaningful managerial control.
We understand your desire to hold what has been a profitable
investment. Unfortunately, holding this investment means that
you are foregoing the greater opportunity to re-invest in your
core business in advance of its expected performance improvement.
Although Life Technologies is a wonderful business, your
investment provides the Dexter shareholders with nothing more
than passive exposure to a business they can buy for themselves
in the public stock market; no Dexter shareholder can replicate
for themselves the benefits of the transaction that we have
described.
With no strategic fit or synergies between Dexter's Core
Businesses and Life Technologies, the question is not "whether"
you should monetize Life Technologies but "when." We believe now
is the optimal time to monetize Life Technologies because you<PAGE>
CUSIP NO. 252165-10-5 SCHEDULE 13D Page 23 of 23
have a well-understood, low-risk alternative investment
opportunity in the form of your own stock. The opportunity to
dramatically shrink your share base in advance of substantial
improvement in your Core Businesses won't be present forever, and
we hope you will consider this idea once again.
Best Regards,
/s/ Jeff Ubben /s/ Sandy Dean
Jeff Ubben Sandy Dean
Managing Director Managing Director<PAGE>
