<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 401(K) SAVINGS 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 401(k) Savings 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.
<TABLE>
<CAPTION>
EXHIBIT
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 401(K) Savings Plan, has duly
caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
THE DEXTER 401(K) SAVINGS PLAN
Date: June 25, 1997 /s/ Lawrence D. McClure
-------------------------------------
Lawrence D. McClure
The Dexter Corporation
Plan Administrator
<PAGE> 3
THE DEXTER 401(K) SAVINGS PLAN
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Accountants 2
Financial Statements
Statement of Net Assets Available for Plan Benefits
at December 31, 1996 and 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
</TABLE>
1
<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
To the Plan Administrator of
The Dexter 401(k) Savings Plan
We have audited the accompanying statement of net assets available for plan
benefits of The Dexter 401(k) Savings 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 6, 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.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Springfield, Massachusetts
June 24, 1997
3
<PAGE> 6
THE DEXTER 401(K) SAVINGS 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 $ 36,219,734 $6,268,827
Contributions receivable
Employer 96,666 67,007
Employee 169,112 35,034
------------ ----------
Total assets 36,485,512 6,370,868
Accrued administrative expense 39,445
Other accrued expenses 23,793
------------ ----------
Net assets available for Plan benefits $ 36,446,067 $6,347,075
============ ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE> 7
THE DEXTER 401(K) SAVINGS 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 $ 956,846 $ 228,783
Employee 2,905,053 604,962
Net appreciation of the Master Trust 3,177,166 1,096,242
Transfers from merged plans (Note 1) 25,369,507
Net transfers from (to) affiliated plans 54,251 (2,112,501)
Other 23,792 158,945
------------ -----------
32,486,615 (23,569)
------------ -----------
Deductions from net assets attributed to:
Benefits paid directly to participants or their beneficiaries 2,239,415 685,079
Administrative expenses 148,208
------------ -----------
2,387,623 685,079
------------ -----------
Net increase (decrease) 30,098,992 (708,648)
Net assets available for Plan benefits, beginning of year 6,347,075 7,055,723
------------ -----------
Net assets available for Plan benefits, end of year $ 36,446,067 $ 6,347,075
============ ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE> 8
THE DEXTER 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF PLAN AND NATURE OF OPERATIONS
On July 1, 1996, the Dexter Aerospace Materials Division Security Plus
Savings Plan and The Dexter Electronic Materials Division Security Plus
Savings Plan were merged into The Dexter Packaging Products Division
Security Plus Savings Plan. The merged plan, as amended and restated, was
renamed as The Dexter 401(k) Savings Plan (the "Plan"). The accounts of
employees of Distributor Programs who had participated in the Dexter
Automotive Materials Division Security Plus Savings Plan were also
transferred into the Plan.
The following is a general description of the Plan. Participants should
refer to the Plan document for a more complete description of the Plan's
provisions.
GENERAL
The Plan is a defined contribution plan covering all eligible employees of
the Dexter Aerospace Materials Division, the Dexter Electronic Materials
Division, the Dexter Packaging Products Division and the Dexter Magnetic
Materials Division's Distributor Programs segment. 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").
PLAN ADMINISTRATOR
The Dexter Corporation (the "Company") is the administrator of the Plan.
Among the responsibilities of the Company as the 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 subsequent to the merger are paid from the assets of the Plan.
ELIGIBILITY
Each eligible employee becomes a participant in the Plan on the first day
of the month following the first day of employment. Participants in the
plans being merged as of July 1, 1996 were immediately eligible to
participate in the Plan.
CONTRIBUTIONS AND PARTICIPANT ACCOUNTS
Participants may make on a pre-tax basis elective contributions to the Plan
of 1% to 12% of the participant's salary. Such participant contributions
are subject to certain requirements including Sections 402(g) and 415(d) of
the Code.
The Company makes contributions of 50% of the actual total pre-tax
contributions directed to be made by participants in the plan year up to a
maximum of 6% of participant's salary. These contributions are made at
least quarterly. Additionally, the Company may make discretionary
contributions on behalf of all eligible participants of amounts in excess
of 50% of participants' contributions.
6
<PAGE> 9
THE DEXTER 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
Monthly, 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.
Monthly, a participant may direct the Plan's trustee to invest in 1%
increments the value of his or her account and/or future contributions in
a Large/Mid Cap Equity Fund, Fixed Income Fund, The Dexter Corporation
Stock Fund, Money Market Fund, International Equity Fund, or Small Cap
Equity Fund.
VESTING
Matching contributions and associated earnings vest according to the
following schedule:
<TABLE>
<CAPTION>
YEARS OF PARTICIPATION PERCENT VESTED
---------------------- --------------
<S> <C>
1 25%
2 50%
3 100%
</TABLE>
A year of participation equals four quarters of a participation year.
One-quarter of a participation year is a calendar quarter of the plan year
in which a pre-tax contribution is made.
If the interest of the participant in the Company matching contributions
account has not become fully vested under the above schedule, the account
will become fully vested upon (a) attaining the age of 65, (b) death, (c)
termination of employment due to disability, (d) completion of five years
of service, or (e) discontinuance of contributions by the company or
termination of the Plan. If a participant separates from the Company before
becoming fully vested, non-vested matching contributions will be forfeited.
These forfeitures will be first used to pay administrative expenses and
then will be applied toward Company matching contributions.
Employee elective pre-tax contributions are immediately fully vested.
PAYMENT OF BENEFITS
Each participant is eligible to receive payment of his or her account no
later than 60 days after the end of the later of the plan year in which the
participant attains age 65 or the plan year in which the participant
separates from service. There are also provisions for distributions upon a
participant's early retirement, late retirement, termination of employment,
death, or disability.
All payments under the Plan are made in a single lump sum. In the event
that any portion of the participant's account is invested in Dexter stock,
he or she may request payment in whole shares of stock (with any fractional
shares paid in cash), in cash, or in some combination of shares of stock
and cash.
7
<PAGE> 10
THE DEXTER 401(K) SAVINGS 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 the Plan. A participant may have no
more than one loan outstanding at any time. The total amount 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 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
INVESTMENT VALUATION
All assets are valued as of the last business day of the year according to
the following methods:
Fleet Bank, N.A. ("Fleet") holds certain combined assets of the 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 seventeen percent of the assets of the Master Trust are owned
by the Plan at December 31, 1996 (approximately three percent at December
31, 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 account.
At December 31, 1996, 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.
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.
9
<PAGE> 12
THE DEXTER 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
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 March 22, 1993 that the Plan, as then designed, was in
compliance with the applicable requirements of the Internal Revenue Code.
The Plan has been amended and restated since receiving the determination
letter. The Plan Administrator and the Plan's tax counsel believe that the
Plan is designed and is currently being operated in compliance with the
applicable requirements of the Internal Revenue Code and they are in the
process of requesting a new determination letter.
4. PLAN TERMINATION
In the event of the termination or partial termination of the Plan 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.
The Company reserves the right by resolution of its Board of Directors to
amend or modify the Plan at any time and for any reason, and also reserves
the right by resolution to terminate the Plan at any time and for any
reason. However, 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
the Plan; nor shall such action, except to the extent required to permit
the Plan 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.
10
<PAGE> 13
THE DEXTER 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
5. INVESTMENT CONTRACTS WITH INSURANCE COMPANIES
VALUATION
The fixed income fund of the Master Trust, in which the Plan 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 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
=========== ===========
</TABLE>
<TABLE>
<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>
11
<PAGE> 14
THE DEXTER 401(K) SAVINGS 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.
6. 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
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, 7 and 8 concerning accounting policies and investments.
12
<PAGE> 15
7. MASTER TRUST
Investments and net appreciation of the Master Trust for The Dexter
Corporation Master Trust and the Plan'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 $21,047,348 $15,770,003
Fixed income fund 50,849,133 50,849,133 10,326,650 10,326,650
The Dexter Corporation stock fund 6,807,641 6,081,836 1,523,400 1,165,523
Participant loan fund 2,232,452 2,232,452 1,937,459 1,937,459
Money market fund (Safety of principal fund in 1995) 1,930,801 1,930,801 200,725 200,725
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 1,597,317 714,856 696,331
International equity fund 1,558,488 1,487,355 469,296 447,877
------------ ------------ ----------- -----------
$217,401,426 $183,730,140 $36,219,734 $30,544,568
============ ============ =========== ===========
</TABLE>
<TABLE>
<CAPTION>
INVESTMENT IN MASTER TRUST 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 $3,884,222 $2,995,533
Fixed income fund 52,789,370 52,789,370 1,791,136 1,791,136
The Dexter Corporation stock fund 1,274,079 1,259,975 288,200 286,716
Participant loan fund 1,373,181 1,373,181 305,269 305,269
Safety of principal fund 1,568,442 1,568,442
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 $6,268,827 $5,378,654
============ ============ ========== ==========
</TABLE>
13
<PAGE> 16
THE DEXTER 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
7. 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 $ 2,396,399 $25,250,420 $ 941,064
Fixed income fund 3,563,650 404,286 3,517,303 108,090
The Dexter Corporation stock fund 891,969 192,753 137,144 37,369
Participant loan fund 137,396 89,239 94,563 9,719
Money market fund
(Safety of principal fund in 1995) 80,686 2,616 36,984
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 58,164
International equity fund 114,949 33,709
----------- ----------- ----------- ----------
$28,736,279 $ 3,177,166 $31,406,014 $1,096,242
=========== =========== =========== ==========
</TABLE>
At December 31, 1996, 1,140 employees were participating in the Plan.
Approximate participation by fund was:
<TABLE>
<CAPTION>
NUMBER OF PARTICIPANTS
FUND DECEMBER 31, 1996
---- -----------------------
<S> <C>
Large/Mid Cap equity fund 987
Fixed income fund 824
The Dexter Corporation stock fund 256
Participant loan fund 126
Money market fund 41
Small cap equity fund 126
International equity fund 106
</TABLE>
14
<PAGE> 17
THE DEXTER 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
8. AMOUNTS ALLOCABLE TO EACH SEPARATE INVESTMENT FUND
The changes in net assets available for plan benefits of the various funds for
the period ended December 31, 1996 are as follows:
<TABLE>
<CAPTION>
LARGE/MID
CAP THE
EQUITY FIXED INCOME DEXTER CORPORATION
FUND FUND STOCK FUND
------------ ------------ ------------------
<S> <C> <C> <C>
Additions to net assets attributed to:
Contributions
Employer $ 514,951 $ 253,056 $ 160,374
Employee 1,840,933 741,262 14,394
Net appreciation of the Master Trust 2,396,399 404,286 192,753
Transfer from merged plans 14,963,415 8,354,710 1,209,723
Other
------------ ------------ -----------
19,715,698 9,753,314 1,577,244
Deductions from net assets attributed to:
Benefits paid
Directly to participants or their beneficiaries 1,396,154 705,020 101,429
Administrative expenses 109,978 19,406 2,230
------------ ------------ -----------
1,506,132 724,426 103,659
Net transfers from (to) affiliated plans and other (972,719) (446,412) (237,912)
------------ ------------ -----------
Net addition 17,236,847 8,582,476 1,235,673
Net assets available for plan benefits, beginning of year 3,987,994 1,828,141 299,408
------------ ------------ -----------
Net assets available for plan benefits, end of year $ 21,224,841 $ 10,410,617 $ 1,535,081
=========== ============ ===========
</TABLE>
<TABLE>
<CAPTION>
PARTICIPANT MONEY SMALL CAP EQUITY
LOAN FUND MARKET FUND STOCK FUND
----------- ----------- ----------------
<S> <C> <C> <C>
Additions to net assets attributed to:
Contributions
Employer $ (7,391) $ 4,877 $ 17,749
Employee 16,448 175,304
Net appreciation of the Master Trust 89,239 2,616 58,164
Transfer from merged plans 841,659
Other 23,792
----------- ----------- --------
947,299 23,941 251,217
Deductions from net assets attributed to:
Benefits paid
Directly to participants or their beneficiaries 21,891 208 8,746
Administrative expenses 15,250 187 704
----------- ----------- --------
37,141 395 9,450
Net transfers from (to) affiliated plans and other 734,883 177,865 481,608
----------- ----------- --------
Net addition 1,645,041 201,411 723,375
Net assets available for plan benefits, beginning of year 231,532
----------- ----------- --------
Net assets available for plan benefits, end of year $ 1,876,573 $ 201,411 $723,375
=========== =========== ========
</TABLE>
<TABLE>
<CAPTION>
INTERNATIONAL
EQUITY FUND TOTAL
----------- -----------
<S> <C> <C>
Additions to net assets attributed to:
Contributions
Employer $ 13,230 $ 956,846
Employee 116,712 2,905,053
Net appreciation of the Master Trust 33,709 3,177,166
Transfer from merged plans 25,369,507
Other 23,792
----------- -----------
163,651 32,432,364
Deductions from net assets attributed to:
Benefits paid
Directly to participants or their beneficiaries 5,967 2,239,415
Administrative expenses 453 148,208
----------- -----------
6,420 2,387,623
Net transfers from (to) affiliated plans and other 316,938 54,251
----------- -----------
Net addition 474,169 30,098,992
Net assets available for plan benefits, beginning of year 6,347,075
----------- -----------
Net assets available for plan benefits, end of year $ 474,169 $36,446,067
=========== ===========
</TABLE>
15
<PAGE> 18
THE DEXTER 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
8. 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>
THE
FIXED DEXTER CORPORATION
EQUITY FUND INCOME FUND STOCK FUND
----------- ----------- ------------------
<S> <C> <C> <C>
Additions to net assets attributed to:
Contributions
Employer $ 127,718 $ 55,643 $ 49,158
Employee 423,396 181,566
Net appreciation of the Master Trust 941,064 108,090 37,369
Other
----------- ----------- ---------
1,492,178 345,299 86,527
Deductions from net assets attributed to:
Benefits paid
Directly to participants or their beneficiaries 530,814 131,479 22,786
----------- ----------- ---------
530,814 131,479 22,786
Net transfers (to) affiliated plans and other (1,032,320) (713,273) (82,523)
----------- ----------- ---------
Net deduction (70,956) (499,453) (18,782)
Net assets available for plan benefits, beginning of year 4,058,950 2,327,594 318,190
----------- ----------- ---------
Net assets available for plan benefits, end of year $ 3,987,994 $ 1,828,141 $ 299,408
=========== =========== =========
</TABLE>
<TABLE>
<CAPTION>
PARTICIPANT
LOAN FUND TOTAL
------------ -----
<S> <C> <C>
Additions to net assets attributed to:
Contributions
Employer $ (3,736) $ 228,783
Employee 604,962
Net appreciation of the Master Trust 9,719 1,096,242
Other 158,945 158,945
----------- -----------
164,928 2,088,932
Deductions from net assets attributed to:
Benefits paid
Directly to participants or their beneficiaries 685,079
----------- -----------
685,079
Net transfers (to) affiliated plans and other (284,385) (2,112,501)
----------- -----------
Net deduction (119,457) (708,648)
Net assets available for plan benefits, beginning of year 350,989 7,055,723
----------- -----------
Net assets available for plan benefits, end of year $ 231,532 $ 6,347,075
=========== ===========
</TABLE>
16
<PAGE> 19
THE DEXTER 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
9. TRANSFERS BETWEEN AFFILIATED PLANS
During 1996 and 1995, the Plan had various participant transfers from (to)
other employer sponsored plans in the aggregate net amount of $54,251 and
($2,112,501), respectively, as a result of the realignment of the Company's
divisions. This amount is shown separately on the Statement of Changes in
Net Assets Available for Plan Benefits.
10. RECONCILIATION TO FORM 5500
At December 31, 1995, $16,515 of benefit payables were recorded for Form
5500 purposes, whereas such amounts are included in net assets available
for plan benefits in these financial statements. Certain other items are
classified differently in the Plan's annual report Form 5500 than they are
presented in the accompanying statements of Net Assets Available for Plan
Benefits and Statements of Changes in Net Assets Available for Plan
Benefits. These represent classification differences only.
11. RECLASSIFICATION
Certain 1995 amounts have been reclassified to conform with 1996
presentation.
17
<PAGE> 20
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 401(k)
Savings 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
