<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
[x] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of
1934 for the fiscal year ended DECEMBER 31, 1996
or
[ ] Transition Report Pursuant to Section 15(d) of the Securities Exchange Act
of 1934 for the transition period from ________________ to ________________
Commission file number 1-5542
_______________________________________________________________________________
THE DEXTER ESPRIT PLAN
(Full title of plan)
The Dexter Corporation
One Elm Street
Windsor Locks, CT 06096
(Name of issuer of the securities held pursuant to the plan
and address of its principal executive office)
REQUIRED INFORMATION
The Dexter ESPRIT Plan ("Plan") is subject to the Employee Retirement Income
Security Act of 1974 ("ERISA"). Therefore, attached hereto, in lieu of the
requirements of Items 1-3 of Form 11-K, are the financial statements and
schedules of the Plan for the two fiscal years ended December 31, 1996 and 1995,
which have been prepared in accordance with the financial reporting requirements
of ERISA.
EXHIBIT
<TABLE>
<CAPTION>
Designation Description Method of Filing
- ----------- ----------- ----------------
<S> <C> <C>
Exhibit 23 Consent of Coopers & Lybrand L.L.P., Filed with this report.
Independent Public Accountants
</TABLE>
<PAGE> 2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, The Dexter
Corporation, the plan administrator of The Dexter ESPRIT Plan, has duly caused
this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
THE DEXTER ESPRIT PLAN
Date: June 25, 1997 /s/ Lawrence D. McClure
_____________ ______________________________
Lawrence D. McClure
The Dexter Corporation
Plan Administrator
<PAGE> 3
THE DEXTER ESPRIT PLAN
INDEX
Page
----
Report of Independent Accountants 2
Financial Statements
Statement of Net Assets Available for Plan Benefits
at December 31, 1996 and December 31, 1995 4
Statement of Changes in Net Assets Available for
Plan Benefits for the years ended December 31, 1996 and 1995 5
Notes to Financial Statements 6
Supplemental Schedule
Item 27(a) - Schedule of Assets Held for Investment Purposes
at December 31, 1996 18
1
<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
To the Plan Administrator of
The Dexter ESPRIT Plan
We have audited the accompanying statement of net assets available for plan
benefits of The Dexter ESPRIT Plan (the "Plan") at December 31, 1996 and 1995,
and the related statement of changes in net assets available for plan benefits
for the years then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
Except as explained in the following paragraph, we conducted our audits in
accordance with generally accepted auditing standards. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
As permitted by 29 CFR 2520.103-8 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, investment assets held by Fleet Bank, N.A., the trustee of
the Plan assets, and transactions in those assets were excluded from the scope
of our audit of the Plan's financial statements as of and for the year ended
December 31, 1995, except for comparing the information provided by the trustee,
which is summarized in Note 5, with the related information included in the
financial statements.
Because of the significance of the information that we did not audit, we are
unable to, and do not, express an opinion on the Plan's financial statements at
December 31, 1995 and for the year then ended. The form and content of the
information included in the 1995 financial statements, other than that derived
from the information certified by the trustee, have been audited by us and, in
our opinion, are presented in compliance with the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974.
2
<PAGE> 5
In our opinion, the 1996 financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan at
December 31, 1996, and changes in its net assets available for benefits for the
year then ended in conformity with generally accepted accounting principles.
Our audit of the Plan's financial statements at December 31, 1996 and for the
year ended was made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental schedule of assets held for
investment purposes at December 31, 1996 is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements, but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedule has been
subjected to the auditing procedures applied in the audit of the basic financial
statements for the year ended December 31, 1996, and, in our opinion, is fairly
stated, in all material respects, in relation to the basic financial statements
taken as a whole.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Springfield, Massachusetts
June 24, 1997
3
<PAGE> 6
THE DEXTER ESPRIT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
at December 31, 1996 and 1995
<TABLE>
<CAPTION>
1996 1995
------------ ------------
<S> <C> <C>
Assets
Investment in Master Trust at fair value $100,930,472 $ 89,778,709
Contributions receivable
Employer 2,755,552 2,423,345
Employee 119,994 62,670
Cash surrender value of life insurance 909,394 892,500
------------ ------------
Total assets 104,715,412 93,157,224
Accrued administrative costs 59,508 59,142
------------ ------------
Net assets available for Plan benefits $104,655,904 $ 93,098,082
============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE> 7
THE DEXTER ESPRIT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR
PLAN BENEFITS
for the years ended December 31, 1996 and 1995
<TABLE>
<CAPTION>
1996 1995
------------ ------------
<S> <C> <C>
Additions to net assets attributed to:
Contributions
Employer $ 2,755,552 $ 2,425,386
Employee 1,186,443 1,095,427
Net appreciation of the Master Trust 13,075,098 14,966,440
Increase (decrease) in cash surrender value of life insurance 16,894 (106,107)
------------ ------------
17,033,987 18,381,146
------------ ------------
Deductions from net assets attributed to:
Benefits paid directly to participants or their beneficiaries 5,006,665 3,802,183
Administrative expenses 435,237 398,386
Other 34,263
------------ ------------
5,476,165 4,200,569
------------ ------------
Net increase 11,557,822 14,180,577
Net assets available for Plan benefits, beginning of year 93,098,082 78,917,505
------------ ------------
Net assets available for Plan benefits, end of year $104,655,904 $ 93,098,082
============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE> 8
THE DEXTER ESPRIT PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF PLAN AND NATURE OF OPERATIONS
The following is a general description of The Dexter ESPRIT Plan (ESPRIT).
Participants should refer to the Plan document for a more complete
description of ESPRIT's provisions.
GENERAL
ESPRIT is a defined contribution plan covering all eligible employees of the
Dexter Nonwovens Division of The Dexter Corporation (the "Company") as well
as all eligible employees of the Corporate Division. It is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA) and
is intended to meet the requirements of Section 401(a), 401(k), and 501(a) of
the Internal Revenue Code of 1986, as amended (the "Code"). The ESPRIT Plan
was amended and restated as of July 1, 1996 to allow for amended plan
provisions and additional investment options.
PLAN ADMINISTRATOR
The Company is the administrator of the Plan. Among the responsibilities of
the Company as administrator are to calculate employer contributions, to
determine financial hardship for participant withdrawals and to make such
rules and regulations as it may deem necessary to carry out the provisions of
the Plan. All administrative fees are paid from the assets of the Plan.
ELIGIBILITY
Each eligible employee becomes a participant in ESPRIT on the first day of
the month following the date the employee completes one year of eligibility
service, provided the employee has reached age 21.
CONTRIBUTIONS
The Company contribution to ESPRIT each plan year varies according to profits
(generally, 7-10% of ESPRIT eligible earnings). The contribution by the
Company is remitted annually to the trustee. Payment is usually made on or
before the due date of the Company's federal income tax return, including
extensions thereof.
Participants may make elective contributions to ESPRIT either on a pre-tax or
after-tax basis; however, total after-tax participant contributions are
limited to up to 10% of a participant's monthly compensation. Participant
contributions are also subject to certain requirements, including Sections
401(k) and 401(m) of the Code.
6
<PAGE> 9
THE DEXTER ESPRIT PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
PARTICIPANT ACCOUNTS
Each participant's share of the allocation of the Company's contribution and
forfeitures of nonvested interests of former participants is allocated to his
or her account based upon length of service and the individual's compensation
paid during the plan year. However, participants who do not have at least
1,000 hours of service during such plan year or who are not employed by the
Company on the last day of the plan year are generally ineligible to share in
the allocation.
Monthly, a participant may direct ESPRIT's trustee to invest the value of his
or her account and future contributions in a Large/Mid Cap Equity Fund,
Fixed Income Fund, The Dexter Corporation Stock Fund, Money Market Fund,
Small Cap Equity Fund, and International Equity Fund.
At the end of each month, the yield (interest, dividends and net realized and
unrealized gains and losses) on investments is allocated to each
participant's account in accordance with the ratio of the value of a
participant's account to the value of the fund(s).
VESTING
The Company's portion of a participant's account shall become fully vested
upon (a) attaining the age of 65 (62 for employees who became participants on
or before January 1, 1991), (b) death, (c) termination of employment due to
disability (d) completion of five years of vesting service, or (e)
discontinuance of contributions by the Company or partial or complete
termination of the Plan. Employee elective pre-tax and after-tax
contributions are immediately fully vested.
If a participant separates from the service before becoming fully vested,
nonvested matching contributions will be forfeited. These forfeitures will be
applied toward Company contributions.
PAYMENT OF BENEFITS
Each participant is eligible to receive payment of his or her account on the
first day of the month following his or her 65th birthday provided the
participant ceases to be employed by the Company or any affiliated company.
There are also provisions for distributions upon a participant's early
retirement, late retirement, termination of employment, death benefits, or
disability.
Each participant may elect distribution of his or her account in (a) a cash
lump sum, (b) a series of substantially equal payments over the participant's
life expectancy or joint life expectancy of the participant and his or her
beneficiary, (c) periodic or nonperiodic payments as elected by the
participant, or (d) any form that is grandfathered for certain participants.
Once a participant attains age 70-1/2, however, the participant must take
substantially equal installments over a period not to exceed the
participant's life expectancy.
Any portion of a participant's account which is invested in The Dexter
Corporation common stock may be received, when eligible, in whole shares of
stock (with any fraction shares in cash), in cash, or in some combination of
shares of stock and cash as elected by the participant.
7
<PAGE> 10
THE DEXTER ESPRIT PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
WITHDRAWALS AND LOANS
A participant may withdraw all or any portion of his or her vested account
balance resulting only from his or her contributions. Withdrawals are subject
to participant's proof of hardship due to an immediate and heavy financial
need as further provided in the Plan. The determination of financial hardship
and the amount withdrawn shall be made by the Plan Administrator in
accordance with nondiscrimination standards applied uniformly to all
participants similarly situated.
Participants may also obtain loans from ESPRIT. A participant may have no
more than one loan outstanding at any time. The total of all loans
outstanding shall not exceed the lesser of 50% of the participant's vested
interest in his or her account or $50,000. Interest is charged on the
outstanding loan balance at a rate in accordance with the loan policy and
subject to uniform and nondiscriminatory rules as established by the Plan
Administrator.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The financial statements have been prepared on the accrual basis of
accounting. The preparation of financial statements in conformity with
generally accepted accounting principles requires the Plan Administrator to
make estimates and assumptions that affect the reported amount of net assets
available for plan benefits at the date of the financial statements and the
reported amounts of additions to and deductions from net assets available for
plan benefits during the reporting period. Actual results could differ from
those estimates.
RISKS AND UNCERTAINTIES
The plan provides for investment options in various funds of the Master Trust
which hold any combination of stocks, bonds, fixed income, and other
investment securities. Investment securities are exposed to interest rate,
market, credit and other risks. Due to the uncertainty related to changes in
these factors, it is at least reasonably possible that changes in the value
of investments in the near term could materially affect participants' account
balances and the amounts reported in the statement of net assets available
for plan benefits and the statement of changes in net assets available for
plan benefits.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
8
<PAGE> 11
THE DEXTER ESPRIT PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
INVESTMENT VALUATION
With the exception of the cash surrender value of life insurance policies,
all assets are valued as of the last business day of the year according to
the following methods:
A. Investment in Master Trust
Fleet Bank, N.A. ("Fleet") holds certain combined assets of The Dexter
ESPRIT Plan and other employee benefit plans of the Company in a Master
Trust (the "Trust"). The allocable portion of the assets and related
income are included in these financial statements.
Approximately forty-six percent of the assets of the Master Trust were
owned by ESPRIT at December 31, 1996 and 1995. In addition to Fleet, other
managers act as investment advisors for certain of the combined assets of
the Trust.
The investment in Master Trust consists of holdings in pooled funds and
are valued at fair value as noted below for each type of investment. A
unit value for each fund is determined by dividing the outstanding units
into the fair value of the fund. The unit values are utilized to allocate
investment income and the assets to individual participant's accounts.
At December 31, 1996 and 1995, investments contained in pooled funds were
valued according to the following methods:
Common Stocks
If listed on a major exchange or traded over-the-counter, the Trust
uses the closing price for that exchange. If the stock is traded on
more than one exchange, the closing composite price is used.
Corporate Bonds
Corporate bonds are stated at values determined on the basis of matrix
prices received from a third-party broker.
Government Securities
The Trust accounting reflects dealer market value quotes at the last
business day of the month.
Short-Term Obligations
Short-term instruments are valued at cost, which approximates fair
value.
9
<PAGE> 12
THE DEXTER ESPRIT PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
Guaranteed Investment Contracts
Fully benefit-responsive guaranteed investment contracts are valued at
cost (contract value) plus accrued interest.
Participant Loans
Participant loans are stated at the unpaid principal balance.
B. Cash Surrender Value of Life Insurance
The cash surrender value of life insurance policies is determined as of
August 1, 1996 and 1995, the anniversary date of the policies.
OTHER
Purchases and sales of securities are reflected on a settlement date basis.
Gains or losses on sales of securities are based on average cost.
Dividend income is recorded on the ex-dividend date. Income from other
investments is recorded as earned on the accrual basis.
The net appreciation in the fair value of investments is presented in the
Statement of Changes in Net Assets Available for Plan Benefits under the
caption "net appreciation of the Master Trust". This amount includes the
realized gains or losses, the unrealized appreciation or depreciation on
those investments, and interest income earned.
3. TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated June 28, 1994 that ESPRIT and the related trust, as amended
through January 22, 1991, is designed in accordance with applicable sections
of the Internal Revenue Code. ESPRIT has been amended since receiving the
determination letter. The Plan Administrator and ESPRIT's tax counsel believe
that ESPRIT is designed and is currently being operated in compliance with
the applicable requirements of the Internal Revenue Code.
10
<PAGE> 13
THE DEXTER ESPRIT PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
4. PLAN TERMINATION
The Company reserves the right by resolution of its Board of Directors to
amend or modify ESPRIT at any time and for any reason, and also reserves the
right by resolution to terminate ESPRIT at any time for any reason but no
such action shall permit any part of the assets of the fund to be used for,
or diverted to, purposes other than for the exclusive benefit of
participants, retired participants or beneficiaries, or to revert to the
Company prior to satisfaction of all the liabilities under ESPRIT; nor shall
such action, except to the extent required to permit ESPRIT to meet the
requirements of the Internal Revenue Code or of any governmental authority,
affect adversely, in any way, rights theretofore acquired by the
participants.
In the event of full or partial termination of ESPRIT or the permanent
discontinuance of contributions, a distribution of one hundred percent of
each participant's share will be made. Distribution may be made, as feasible,
to another qualified plan or to an individual retirement account.
5. INFORMATION CERTIFIED BY TRUSTEE
The Plan Administrator had elected the method of compliance permitted by 29
CFR 2520.103-8 of the Department of Labor's Rules and Regulations for
Reporting and Disclosure under ERISA for the plan year ended December 31,
1995. Accordingly, Fleet Bank, N.A., the trustee of the Plan assets,
certified to the Plan Administrator the completeness and accuracy of the fair
value of investments and investment transactions of the Master Trust as of
and for the year ended December 31, 1995, and investments in the Master Trust
included in the Statement of Net Assets Available for Plan Benefits, net
appreciation of the Master Trust included in the Statement of Changes in Net
Assets Available for Plan Benefits, and the information contained in Notes 2,
8 and 9 concerning accounting policies and investments.
11
<PAGE> 14
THE DEXTER ESPRIT PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
6. INVESTMENT CONTRACTS WITH INSURANCE COMPANIES
VALUATION
The fixed income fund of the Master Trust, in which ESPRIT participates,
invests in five (six in 1995) guaranteed investment contracts (GICs) with
insurance companies. Also included in the fixed income fund is the SEI Stable
Asset Fund which is a commingled fund consisting of GICs and other
investments. These GICs and the SEI Stable Asset Fund are fully
benefit-responsive and are included in the Master Trust at contract value
plus accrued interest. The fair values of the individual contracts have been
determined based on market interest rates for interest rate swap agreements
of comparable duration for the years ended December 31, 1996 and 1995 and are
presented below:
<TABLE>
<CAPTION>
1996
--------------------------------------------------------------------------------------
Contract Value
Maturity Crediting Including Fair
Issuer DATE Interest Rate Accrued Interest Value
------ ---- ------------- ---------------- -----
<S> <C> <C> <C> <C>
John Hancock 12/15/99 7.50 % $ 5,971,535 $ 6,073,402
John Hancock 12/15/98 8.25 5,856,487 6,116,285
Metropolitan 12/15/97 6.76 3,032,159 3,056,562
New York Life 9/15/98 7.00 7,327,947 7,416,511
Prudential 6/15/97 6.63 3,012,314 3,022,145
SEI Stable Asset Fund Various Various 24,842,860 27,801,810
----------- -----------
Total $50,043,302 $53,486,715
=========== ===========
<CAPTION>
1995
--------------------------------------------------------------------------------------
Contract Value
Maturity Crediting Including Fair
Issuer DATE Interest Rate Accrued Interest Value
------ ---- ------------- ---------------- -----
<S> <C> <C> <C> <C>
John Hancock 12/15/99 7.50 % $ 5,554,917 $ 5,804,582
John Hancock 12/15/98 8.25 5,410,149 5,885,656
MassMutual 12/02/96 9.30 3,685,746 3,811,593
Metropolitan 12/15/97 6.76 5,680,329 5,793,897
New York Life 9/15/98 7.00 7,840,903 8,090,682
Prudential 6/15/97 6.63 5,650,030 5,715,463
SEI Stable Asset Fund Various Various 18,506,201 18,678,423
----------- -----------
Total $52,328,275 $53,780,296
=========== ===========
</TABLE>
12
<PAGE> 15
THE DEXTER ESPRIT PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
CONCENTRATION OF CREDIT RISK
Of the guaranteed investment contracts included in the fixed income fund,
three, which were held with two individual insurance companies at December
31, 1996 represent concentrations of credit risk (five guaranteed investment
contracts held with four individual insurance companies at December 31,
1995). The total contract value, excluding accrued interest, held with each
company are approximately $5.9 million, $5.7 million, and $7.2 million,
respectively ($5.5 million, $5.6 million, $7.8 million, $5.6 million, and
$5.3 million, respectively at December 31, 1995) and represent 11.5%, 11.3%,
and 14.1%, respectively (10.3%, 10.6%, 14.7%, 10.6% and 10.1%, respectively,
at December 31, 1995), of the total fair value of the fixed income fund.
The SEI Stable Asset Fund has a contract value, excluding accrued interest,
of approximately $24.7 million ($18.3 million in 1995) and represents 48.6%
(34.6% in 1995) of the total fair value of the fixed income fund.
7. RECLASSIFICATION
Certain 1995 amounts have been reclassified to conform with the 1996
presentation.
13
<PAGE> 16
THE DEXTER ESPRIT PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
8. MASTER TRUST
Investments and net appreciation of the Master Trust for The Dexter
Corporation Master Trust and the ESPRIT's allocable portion at December 31,
1996 and 1995, and for the years then ended, are as follows:
<TABLE>
<CAPTION>
Investment in Master Trust
December 31, 1996
------------------------------------------------------------
Master Trust Plan's Share of Master Trust
---------------------------- ----------------------------
Fair Value Cost Fair Value Cost
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Large/mid cap equity fund
(Equity fund in 1995) $126,534,673 $ 94,807,778 $ 57,815,028 $ 43,318,675
Fixed income fund 50,849,133 50,849,133 40,384,691 40,384,691
The Dexter Corporation stock fund 6,807,641 6,081,836 42,332 39,704
Participant loan fund 2,232,452 2,232,452 294,479 294,479
Money market fund 1996
(safety of principal fund 1995) 1,930,801 1,930,801 379,794 379,794
Pension bond fund 19,926,934 18,846,191
Pension fixed fund 9,025 9,025
Permag bond fund 5,912,467 5,888,252
Small cap equity fund 1,639,812 1,597,317 924,956 900,986
International equity fund 1,558,488 1,487,355 1,089,192 1,039,478
------------ ------------ ------------ ------------
$217,401,426 $183,730,140 $100,930,472 $ 86,357,807
============ ============ ============ ============
<CAPTION>
December 31, 1995
------------------------------------------------------------
Master Trust Plan's Share of Master Trust
---------------------------- ----------------------------
Fair Value Cost Fair Value Cost
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Equity fund $110,388,162 $ 85,131,945 $ 47,926,376 $ 36,961,079
Fixed income fund 52,789,370 52,789,370 41,513,188 41,513,188
The Dexter Corporation stock fund 1,274,079 1,259,975
Participant loan fund 1,373,181 1,373,181 85,105 85,105
Safety of principal 1,568,442 1,568,442 254,040 254,040
Pension bond fund 4,586,008 4,264,627
Pension fixed fund 16,461,173 16,077,982
Permag bond fund 5,048,289 4,928,269
------------ ------------ ------------ ------------
$193,488,704 $167,393,791 $ 89,778,709 $ 78,813,412
============ ============ ============ ============
</TABLE>
Continued
14
<PAGE> 17
THE DEXTER ESPRIT PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
8. MASTER TRUST (CONTINUED)
<TABLE>
<CAPTION>
Net Appreciation of the Master Trust
for the years ended
December 31, 1996 December 31, 1995
----------------------------- -----------------------------
Plan's Share Plan's Share
Master Trust of Master Trust Master Trust of Master Trust
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Large/mid cap equity fund (Equity fund in 1995) $ 22,655,076 $ 10,085,026 $ 25,250,420 $ 12,139,527
Fixed income fund 3,563,650 2,810,212 3,517,303 2,804,611
The Dexter Corporation stock fund 891,969 5,924 137,144
Participant loan fund 137,396 9,056 94,563 4,043
Money market fund 1996 (safety of principal fund 1995) 80,686 12,218 36,984 18,259
Pension bond fund 409,144 688,158
Pension fixed fund 480,644 1,419,588
Permag bond fund 273,179 261,854
Small cap equity fund 129,586 71,422
International equity fund 114,949 81,240
------------ ------------ ------------ ------------
$ 28,736,279 $ 13,075,098 $ 31,406,014 $ 14,966,440
============ ============ ============ ============
</TABLE>
At December 31, 1996, 761 employees were participating in the Plan. Approximate
participation by fund was as follows:
<TABLE>
<CAPTION>
Fund Number of Participants
---- ----------------------
<S> <C>
Large/mid cap equity fund 615
Fixed income fund 572
The Dexter Corporation stock fund 17
Participant loan fund 47
Money market fund 69
Small cap equity fund 128
International equity fund 100
</TABLE>
15
<PAGE> 18
THE DEXTER ESPRIT PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
9. AMOUNTS ALLOCABLE TO EACH SEPARATE INVESTMENT FUND
The changes in net assets available for plan benefits of the various funds
for the year ended December 31, 1996 are as follows:
<TABLE>
<CAPTION>
Large/Mid
Cap Money
Equity Fixed Income Life Market Participant
Fund Fund Insurance Fund Loan Fund
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions
Employer $ 1,648,552 $ 1,107,000
Employee 765,217 321,865 $ 80,522
Net appreciation of the Master Trust 10,085,026 2,810,212 12,218 $ 9,056
Increase in cash surrender value $ 16,894
------------ ------------ ------------ ------------ ------------
12,498,795 4,239,077 16,894 92,740 9,056
Deductions from net assets attributed to:
Benefits paid directly to
participants or their beneficiaries 1,767,540 3,119,781 106,613 6,067
Administrative expenses 378,865 53,463 192 2,050
------------ ------------ ------------ ------------
2,146,405 3,173,244 106,805 8,117
Net transfers (1) (220,743) (2,053,727) 141,157 207,485
------------ ------------ ------------ ------------ ------------
Net addition (deduction) 10,131,647 (987,894) 16,894 127,092 208,424
Net assets available for plan benefits,
beginning of year 48,435,976 43,278,885 892,500 339,470 151,251
------------ ------------ ------------ ------------ ------------
Net assets available for plan benefits,
end of year $ 58,567,623 $ 42,290,991 $ 909,394 $ 466,562 $ 359,675
============ ============ ============ ============ ============
<CAPTION>
The
Dexter
Corporation
Stock Small Cap International
Fund Equity Fund Equity Fund Total
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions
Employer $ 2,755,552
Employee $ 849 $ 10,003 $ 7,987 1,186,443
Net appreciation of the Master Trust 5,924 71,422 81,240 13,075,098
Increase in cash surrender value 16,894
------------ ------------ ------------ ------------
6,773 81,425 89,227 17,033,987
Deductions from net assets attributed to:
Benefits paid directly to
participants or their beneficiaries 1,168 5,496 5,006,665
Administrative expenses 24 304 339 435,237
------------ ------------ ------------ ------------
24 1,472 5,835 5,441,902
Net transfers (1) 35,837 847,844 1,007,884 (34,263)
------------ ------------ ------------ ------------
Net addition (deduction) 42,586 927,797 1,091,276 11,557,822
Net assets available for plan benefits,
beginning of year 93,098,082
------------ ------------ ------------ ------------
Net assets available for plan benefits,
end of year $ 42,586 $ 927,797 $ 1,091,276 $104,655,904
============ ============ ============ ============
</TABLE>
(1) During 1996, the Plan had various participant transfers to (from) other
employer sponsored plans in the aggregate net amount of $34,263 as a result
of the realignment of the Company's divisions. This amount is shown as
"Other" on the Statement of Changes in Net Assets Available for Plan
Benefits.
16
<PAGE> 19
THE DEXTER ESPRIT PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
9. AMOUNTS ALLOCABLE TO EACH SEPARATE INVESTMENT FUND (CONTINUED)
The changes in net assets available for plan benefits of the various funds
for the year ended December 31, 1995 are as follows:
<TABLE>
<CAPTION>
Equity Fixed Income Life Safety of
Fund Fund Insurance Principal Fund
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions
Employer $ 1,439,600 $ 985,786
Employee 573,088 462,066 $ 1,628
Net appreciation of the Master Trust 12,139,527 2,804,611 18,259
------------ ------------ ------------
14,152,215 4,252,463 19,887
Deductions from net assets attributed to:
Benefits paid
Directly to participants or their beneficiaries 1,052,261 2,603,826 132,591
Administrative expenses 336,061 61,211 264
Decrease in cash surrender value $ 106,107
------------ ------------ ------------ ------------
1,388,322 2,665,037 106,107 132,855
Net transfers (784,715) 824,706 (6,905)
------------ ------------ ------------ ------------
Net addition (deduction) 11,979,178 2,412,132 (106,107) (119,873)
Net assets available for plan benefits, beginning of year 36,456,798 40,866,753 998,607 459,343
------------ ------------ ------------ ------------
Net assets available for plan benefits, end of year $ 48,435,976 $ 43,278,885 $ 892,500 $ 339,470
============ ============ ============ ============
<CAPTION>
Participant
Loan Fund Total
------------ ------------
<S> <C> <C>
Additions to net assets attributed to:
Contributions
Employer $ 2,425,386
Employee $ 58,645 1,095,427
Net appreciation of the Master Trust 4,043 14,966,440
------------ ------------
62,688 18,487,253
Deductions from net assets attributed to:
Benefits paid
Directly to participants or their beneficiaries 13,505 3,802,183
Administrative expenses 850 398,386
Decrease in cash surrender value 106,107
------------ ------------
14,355 4,306,676
Net transfers (33,086) 0
------------ ------------
Net addition (deduction) 15,247 14,180,577
Net assets available for plan benefits, beginning of year 136,004 78,917,505
------------ ------------
Net assets available for plan benefits, end of year $ 151,251 $ 93,098,082
============ ============
</TABLE>
17
<PAGE> 20
THE DEXTER ESPRIT PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
at December 31, 1996
<TABLE>
<CAPTION>
Identity of Issue, Borrower, Description of Investment Including Maturing Date,
Lessor, or Similar Party Rate of Interest, Collateral, Par or Maturity Value Cost Current Value
---------------------------- --------------------------------------------------- ---- -------------
<S> <C> <C> <C>
Massachusetts Mutual Life Insurance N/A $ 909,394
Fleet Bank, N.A. Plan's share of Master Trust $86,357,807 $100,930,472
</TABLE>
18
<PAGE> 21
EXHIBIT INDEX
Exhibit 23 - Consent of Coopers & Lybrand L.L.P., Independent Public Accountants
<PAGE> 1
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
The Dexter Corporation on Form S-8 (File No. 333-04081) of our report dated June
24, 1997, on our audit of the financial statements of The Dexter ESPRIT Plan as
of December 31, 1996 and for the year then ended, which report is included in
this Form 11-K for the year ended December 31, 1996.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Springfield, Massachusetts
June 25, 1997
