<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, 1997
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)
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
supplemental schedule of the Plan for the two fiscal years ended December 31,
1997 and 1996, which have been prepared in accordance with the financial
reporting requirements of ERISA.
EXHIBIT
Designation Description Method of Filing
- ----------- ----------- ----------------
Exhibit 23 Consent of Coopers & Lybrand L.L.P., Filed with this report
Independent Public Accountants
<PAGE> 2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, 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 16, 1998 /s/ Lawrence D. McClure
---------------- ----------------------------
Lawrence D. McClure
Dexter Corporation
Plan Administrator
<PAGE> 3
THE DEXTER 401(K) SAVINGS PLAN
INDEX
Page
----
Report of Independent Accountants 2
Financial Statements
Statement of Net Assets Available for Benefits
at December 31, 1997 and 1996 3
Statement of Changes in Net Assets Available for
Benefits for the years ended December 31, 1997 and 1996 4
Notes to Financial Statements 5
Line 27E - Schedule of Nonexempt Transactions 16
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 benefits
of The Dexter 401(k) Savings Plan (the "Plan") as of December 31, 1997 and 1996
and the related statement of changes in net assets available for 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.
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.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1997 and 1996, and the changes in net assets available for benefits
for the years then ended in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental schedule of nonexempt transactions
for the year ended December 31, 1997 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, 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 8, 1998
2
<PAGE> 5
THE DEXTER 401(K) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
at December 31, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
Assets
Investment in Master Trust at fair value $46,598,711 $36,219,734
Contributions receivable
Employer 128,006 96,666
Employee 274,911 169,112
----------- -----------
Total assets 47,001,628 36,485,512
Accrued administrative expenses 32,640 39,445
----------- -----------
Net assets available for benefits $46,968,988 $36,446,067
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 6
THE DEXTER 401(K) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS
for the years ended December 31, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
Additions to net assets attributed to:
Contributions
Employer $ 1,440,453 $ 956,846
Employee 3,875,607 2,905,053
Net appreciation of the Master Trust 7,905,419 3,177,166
Transfers from merged plans (Note 1) 405,478 25,369,507
Net transfers (14) 54,251
Other 23,792
------------ ------------
13,626,943 32,486,615
------------ ------------
Deductions from net assets attributed to:
Benefits paid directly to participants or their beneficiaries 2,897,225 2,239,415
Administrative expenses 206,797 148,208
------------ ------------
3,104,022 2,387,623
------------ ------------
Net increase 10,522,921 30,098,992
Net assets available for benefits, beginning of year 36,446,067 6,347,075
------------ ------------
Net assets available for benefits, end of year $ 46,968,988 $ 36,446,067
============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE> 7
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 remaining accounts of the Dexter Automotive
Materials Division Security Plus Savings Plan were transferred into the
Plan during 1997.
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. 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
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.
5
<PAGE> 8
THE DEXTER 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
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 the 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.
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:
YEARS OF PARTICIPATION PERCENT VESTED
---------------------- --------------
1 25%
2 50%
3 100%
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 first be 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.
6
<PAGE> 9
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 benefits at the date of the financial statements and
the reported amounts of additions to and deductions from net assets
available for 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 benefits and the statement of changes in net
assets available for benefits.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
7
<PAGE> 10
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 Plan's assets and related income
are included in these financial statements.
Approximately eighteen percent of the assets of the Master Trust are owned
by the Plan at December 31, 1997 (approximately seventeen percent at
December 31, 1996). 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 an individual participant's account.
At December 31, 1997, 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.
8
<PAGE> 11
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 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 May 28, 1998 that the Plan, as amended through May 16, 1996,
was in compliance with the applicable requirements of the Internal Revenue
Code. The Plan has been amended since May 16, 1996. 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.
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.
9
<PAGE> 12
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,
invested in five guaranteed investment contracts (GICs) with insurance
companies in 1997 and 1996. 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, 1997
and 1996 and are presented below:
<TABLE>
<CAPTION>
1997
----
CONTRACT VALUE
MATURITY CREDITING INCLUDING FAIR
ISSUER DATE INTEREST RATE ACCRUED INTEREST VALUE
------ ---- ------------- ---------------- -----
<S> <C> <C> <C> <C>
John Hancock Mutual Life Insurance Company 12/15/99 7.50% $ 6,419,400 $ 6,596,663
John Hancock Mutual Life Insurance Company 12/15/98 8.25 6,339,647 6,503,876
Metropolitan Life Insurance Company 6/15/01 6.70 3,107,969 3,170,729
New York Life Insurance and Annuity Corporation 9/15/98 7.00 4,108,467 4,136,796
New York Life Insurance and Annuity Corporation 2/15/00 6.35 5,316,603 5,354,718
SEI Stable Asset Fund Various Various 24,627,703 24,505,061
----------- -----------
Total $49,919,789 $50,267,843
=========== ===========
<CAPTION>
1996
----
CONTRACT VALUE
MATURITY CREDITING INCLUDING FAIR
ISSUER DATE INTEREST RATE ACCRUED INTEREST VALUE
------ ---- ------------- ---------------- -----
<S> <C> <C> <C> <C>
John Hancock Mutual Life Insurance Company 12/15/99 7.50% $ 5,971,535 $ 6,073,402
John Hancock Mutual Life Insurance Company 12/15/98 8.25 5,856,487 6,116,285
Metropolitan Life Insurance Company 12/15/97 6.76 3,032,159 3,056,562
New York Life Insurance and Annuity Corporation 9/15/98 7.00 7,327,947 7,416,511
The Prudential Insurance Company of America 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>
10
<PAGE> 13
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, 1997 and 1996, represent concentrations of credit risk. The total
contract values, excluding accrued interest, held with each company are
approximately $6.4 million, $6.3 million and $5.3 million, respectively
($5.9 million, $5.7 million and $7.2 million, respectively at December 31,
1996) and represent 12.7%, 12.5%, and 10.5%, respectively (11.5%, 11.3%,
and 14.1%, respectively, at December 31, 1996), of the total fair value of
the fixed income fund. The SEI Stable Asset Fund has a contract value,
excluding accrued interest, of approximately $24.5 million ($24.7 million
in 1996) and represents 48.3% (48.6% in 1996) of the total fair value of
the fixed income fund.
6. 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,
1997 and 1996 and for the years then ended, are as follows:
<TABLE>
<CAPTION>
INVESTMENT IN MASTER TRUST DECEMBER 31, 1997
-----------------------------------------------------------
MASTER TRUST PLAN'S SHARE OF MASTER TRUST
---------------------------- ----------------------------
FAIR VALUE COST FAIR VALUE COST
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Large/mid cap equity fund $151,553,887 $109,123,219 $ 27,856,588 $ 20,057,556
Fixed income fund 50,692,638 50,692,638 11,025,462 11,025,462
The Dexter Corporation stock fund 9,255,185 6,240,802 1,913,484 1,105,668
Participant loan fund 3,092,826 3,092,826 2,643,333 2,643,333
Money market fund 2,610,032 2,610,032 274,895 274,895
Pension bond fund 21,952,225 21,678,206
Pension fixed fund 9,554 9,554
Permag bond fund 7,238,653 7,154,946
Small cap equity fund 4,849,734 4,699,045 2,060,077 1,996,067
International equity fund 6,567,574 6,993,935 824,872 878,422
------------ ------------ ------------ ------------
$257,822,308 $212,295,203 $ 46,598,711 $ 37,981,403
============ ============ ============ ============
<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 $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 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>
11
<PAGE> 14
THE DEXTER 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
6. MASTER TRUST, CONTINUED
Net appreciation of the Master Trust
<TABLE>
<CAPTION>
FOR THE YEARS ENDED
-----------------------------------------------------------
DECEMBER 31, 1997 DECEMBER 31, 1996
----------------------------- ----------------------------
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 $ 34,850,215 $ 6,135,785 $ 22,655,076 $ 2,396,399
Fixed income fund 3,452,216 705,075 3,563,650 404,286
The Dexter Corporation stock fund 2,580,658 579,994 891,969 192,753
Participant loan fund 222,688 192,953 137,396 89,239
Money market fund 133,963 11,811 80,686 2,616
Pension bond fund 2,025,292 409,144
Pension fixed fund 529 480,644
Permag bond fund 658,696 273,179
Small cap equity fund 595,134 238,589 129,586 58,164
International equity fund (122,117) 41,212 114,949 33,709
------------ ------------ ------------ ------------
$ 44,397,274 $ 7,905,419 $ 28,736,279 $ 3,177,166
============ ============ ============ ============
</TABLE>
At December 31, 1997, 1,137 employees (1,140 in 1996) were participating
in the Plan. Approximate participation by fund was:
<TABLE>
<CAPTION>
NUMBER OF PARTICIPANTS
-------------------------------------
FUND DECEMBER 31, 1997 DECEMBER 31, 1996
---- ----------------- -----------------
<S> <C> <C>
Large/mid cap equity fund 1,004 987
Fixed income fund 783 824
The Dexter Corporation stock fund 363 256
Participant loan fund 357 126
Money market fund 77 41
Small cap equity fund 238 126
International equity fund 183 106
</TABLE>
12
<PAGE> 15
THE DEXTER 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
7. AMOUNTS ALLOCABLE TO EACH SEPARATE INVESTMENT FUND
The changes in net assets available for benefits of the various funds for
the period ended December 31, 1997 are as follows:
<TABLE>
<CAPTION>
THE DEXTER
LARGE/MID CAP FIXED INCOME CORPORATION PARTICIPANT
EQUITY FUND FUND STOCK FUND LOAN FUND
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions
Employer $ 748,721 $ 383,387 $ 148,083
Employee 2,285,378 1,011,986 70,642
Net appreciation of the Master Trust 6,135,785 705,075 579,994 $ 192,953
Transfer from merged plans 306,254 91,549 7,675
------------ ------------ ------------ ------------
9,476,138 2,191,997 806,394 192,953
Deductions from net assets attributed to:
Benefits paid
Directly to participants or their beneficiaries 1,744,158 863,010 116,201 115,960
Administrative expenses 175,513 19,145 2,537 6,250
------------ ------------ ------------ ------------
1,919,671 882,155 118,738 122,210
Net transfers from (to) affiliated plans and other (677,748) (586,456) (301,584) 638,681
------------ ------------ ------------ ------------
Net addition 6,878,719 723,386 386,072 709,424
Net assets available for benefits, beginning of year 21,224,841 10,410,617 1,535,081 1,876,573
------------ ------------ ------------ ------------
Net assets available for benefits, end of year $ 28,103,560 $ 11,134,003 $ 1,921,153 $ 2,585,997
============ ============ ============ ============
<CAPTION>
MONEY SMALL CAP INTERNATIONAL
MARKET FUND EQUITY FUND EQUITY FUND TOTAL
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions
Employer $ 37,807 $ 71,237 $ 51,218 $ 1,440,453
Employee 90,415 243,116 174,070 3,875,607
Net appreciation of the Master Trust 11,811 238,589 41,212 7,905,419
Transfer from merged plans 405,478
------------ ------------ ------------ ------------
140,033 552,942 266,500 13,626,957
Deductions from net assets attributed to:
Benefits paid
Directly to participants or their beneficiaries 45,679 3,313 8,904 2,897,225
Administrative expenses 339 1,961 1,052 206,797
------------ ------------ ------------ ------------
46,018 5,274 9,956 3,104,022
Net transfers from (to) affiliated plans and other (4,570) 818,701 112,962 (14)
------------ ------------ ------------ ------------
Net addition 89,445 1,366,369 369,506 10,522,921
Net assets available for benefits, beginning of year 201,411 723,375 474,169 36,446,067
------------ ------------ ------------ ------------
Net assets available for benefits, end of year $ 290,856 $ 2,089,744 $ 843,675 $ 46,968,988
============ ============ ============ ============
</TABLE>
13
<PAGE> 16
THE DEXTER 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
7. AMOUNTS ALLOCABLE TO EACH SEPARATE INVESTMENT FUND, CONTINUED
The changes in net assets available for benefits of the various funds for
the year ended December 31, 1996 are as follows:
<TABLE>
<CAPTION>
THE DEXTER
LARGE/MID CAP FIXED INCOME CORPORATION PARTICIPANT
EQUITY FUND FUND STOCK FUND LOAN FUND
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions
Employer $ 514,951 $ 253,056 $ 160,374 $ (7,391)
Employee 1,840,933 741,262 14,394
Net appreciation of the Master Trust 2,396,399 404,286 192,753 89,239
Transfer from merged plans 14,963,415 8,354,710 1,209,723 841,659
Other 23,792
------------ ------------ ------------ ------------
19,715,698 9,753,314 1,577,244 947,299
Deductions from net assets attributed to:
Benefits paid
Directly to participants or their beneficiaries 1,396,154 705,020 101,429 21,891
Administrative expenses 109,978 19,406 2,230 15,250
------------ ------------ ------------ ------------
1,506,132 724,426 103,659 37,141
Net transfers from (to) affiliated plans and other (972,719) (446,412) (237,912) 734,883
------------ ------------ ------------ ------------
Net addition 17,236,847 8,582,476 1,235,673 1,645,041
Net assets available for benefits, beginning of year 3,987,994 1,828,141 299,408 231,532
------------ ------------ ------------ ------------
Net assets available for benefits, end of year $ 21,224,841 $ 10,410,617 $ 1,535,081 $ 1,876,573
============ ============ ============ ============
<CAPTION>
MONEY SMALL CAP INTERNATIONAL
MARKET FUND EQUITY FUND EQUITY FUND TOTAL
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions
Employer $ 4,877 $ 17,749 $ 13,230 $ 956,846
Employee 16,448 175,304 116,712 2,905,053
Net appreciation of the Master Trust 2,616 58,164 33,709 3,177,166
Transfer from merged plans 25,369,507
Other 23,792
------------ ------------ ------------ ------------
23,941 251,217 163,651 32,432,364
Deductions from net assets attributed to:
Benefits paid
Directly to participants or their beneficiaries 208 8,746 5,967 2,239,415
Administrative expenses 187 704 453 148,208
------------ ------------ ------------ ------------
395 9,450 6,420 2,387,623
Net transfers from (to) affiliated plans and other 177,865 481,608 316,938 54,251
------------ ------------ ------------ ------------
Net addition 201,411 723,375 474,169 30,098,992
Net assets available for benefits, beginning of year 6,347,075
------------ ------------ ------------ ------------
Net assets available for benefits, end of year $ 201,411 $ 723,375 $ 474,169 $ 36,446,067
============ ============ ============ ============
</TABLE>
14
<PAGE> 17
THE DEXTER 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
8. TRANSFERS BETWEEN AFFILIATED PLANS
During 1997 and 1996, the Plan had various participant transfers (to) from
other employer sponsored plans in the aggregate net amount of ($14) and
$54,251, 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 Benefits.
9. RECONCILIATION TO FORM 5500
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 Benefits and Statements of Changes in Net Assets
Available for Benefits. These represent classification differences only.
15
<PAGE> 18
THE DEXTER 401(K) SAVINGS PLAN
LINE 27E - SCHEDULE OF NONEXEMPT TRANSACTIONS
for the year ended December 31, 1997
<TABLE>
EXPENSES INCURRED CURRENT NET
IDENTITY OF RELATIONSHIP DESCRIPTION OF PURCHASE SELLING LEASE IN CONNECTION COST OF VALUE OF GAIN
PARTY INVOLVED TO PLAN TRANSACTION PRICE PRICE RENTAL WITH TRANSACTION ASSET ASSET (LOSS)
- -------------- ------- ----------- ----- ----- ------ ---------------- ----- ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Dexter Corporation Administrator Remittance of Employee $ 26,666
Contributions
</TABLE>
16
<PAGE> 19
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
Dexter Corporation on Form S-8 (File No. 333-04081) of our report dated June 8,
1998, on our audits of the financial statements of The Dexter 401(K) Savings
Plan as of December 31, 1997 and 1996 and for the years then ended, which report
is included in this Form 11-K for the year ended December 31, 1997.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Springfield, Massachusetts
June 16, 1998
