<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 ESPRIT 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 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
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 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 16, 1998 /s/ Lawrence D. McClure
--------------------------
Lawrence D. McClure
Dexter Corporation
Plan Administrator
<PAGE> 3
THE DEXTER ESPRIT PLAN
I N D E X
Page
----
Report of Independent Accountants 2
Financial Statements
Statement of Net Assets Available for Benefits
as of December 31, 1997 and December 31, 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
Supplemental Schedule
Line 27(a) - Schedule of Assets Held for Investment Purposes
as of December 31, 1997 16
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 benefits
of The Dexter ESPRIT 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 as of
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 assets held for
investment purposes as of 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 ESPRIT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
as of December 31, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Assets
Investment in Master Trust at fair value $117,974,928 $100,930,472
Contributions receivable
Employer 3,109,244 2,755,552
Employee 91,743 119,994
Cash surrender value of life insurance 879,671 909,394
------------ ------------
Total assets 122,055,586 104,715,412
Accrued administrative costs 80,766 59,508
------------ ------------
Net assets available for benefits $121,974,820 $104,655,904
============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 6
THE DEXTER ESPRIT 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 $ 3,109,945 $ 2,755,552
Employee 1,370,032 1,186,443
Net appreciation of the Master Trust 19,333,452 13,075,098
Increase (decrease) in cash surrender value of life insurance (29,723) 16,894
------------- ------------
23,783,706 17,033,987
------------- ------------
Deductions from net assets attributed to:
Benefits paid directly to participants or their beneficiaries 5,961,254 5,006,665
Administrative expenses 503,550 435,237
Other (14) 34,263
------------- ------------
6,464,790 5,476,165
------------- ------------
Net increase 17,318,916 11,557,822
Net assets available for benefits, beginning of year 104,655,904 93,098,082
------------- ------------
Net assets available for benefits, end of year $ 121,974,820 $104,655,904
============= ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE> 7
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 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. However, effective July 1, 1997, with
respect to pre-tax and voluntary after-tax employee contributions, an eligible
employee becomes a participant on the first day of the month following the date
of enrollment in ESPRIT.
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.
5
<PAGE> 8
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 Company 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 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.
6
<PAGE> 9
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 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 a 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 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, 1997 and 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 individual participant's accounts.
At December 31, 1997 and 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.
8
<PAGE> 11
THE DEXTER ESPRIT PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
B. Cash Surrender Value of Life Insurance
The cash surrender value of life insurance policies is determined as of August
1, 1997 and 1996, 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 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.
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.
9
<PAGE> 12
THE DEXTER ESPRIT PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
5. INVESTMENT CONTRACTS WITH INSURANCE COMPANIES
VALUATION
The fixed income fund of the Master Trust, in which ESPRIT participates, invests
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:
1997
<TABLE>
<CAPTION>
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
============ =============
</TABLE>
1996
<TABLE>
<CAPTION>
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 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, 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.
11
<PAGE> 14
THE DEXTER ESPRIT PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
6. 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, 1997 and 1996,
and for the years then ended, are as follows:
Investment in Master Trust
<TABLE>
<CAPTION>
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 $ 72,416,285 $ 52,141,837
Fixed income fund 50,692,638 50,692,638 39,667,176 39,667,176
The Dexter Corporation stock fund 9,255,185 6,240,802 126,032 111,685
Participant loan fund 3,092,826 3,092,826 449,493 449,493
Money market fund 2,610,032 2,610,032 1,071,105 1,071,105
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 2,789,657 2,702,978
International equity fund 6,567,574 6,993,935 1,455,180 1,549,649
------------ ------------ ------------ ------------
$257,822,308 $212,295,203 $117,974,928 $ 97,693,923
============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
December 31, 1996
-----------------------------------------------------------------
Master Trust Plan's Share of Master Trust
--------------------------- ----------------------------
Fair Value Cost Fair Vale Cost
---------- ---- --------- ----
<S> <C> <C> <C> <C>
Large/mid cap equity fund $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 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
============ ============ ============ ===========
</TABLE>
Continued
12
<PAGE> 15
THE DEXTER ESPRIT PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
6. MASTER TRUST (CONTINUED)
Net Appreciation of the Master Trust
for the years ended
<TABLE>
<CAPTION>
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 $16,098,835 $22,655,076 $10,085,026
Fixed income fund 3,452,216 2,745,287 3,563,650 2,810,212
The Dexter Corporation stock fund 2,580,658 9,734 891,969 5,924
Participant loan fund 222,688 29,732 137,396 9,056
Money market fund 133,963 44,170 80,686 12,218
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 595,134 356,545 129,586 71,422
International equity fund (122,117) 49,149 114,949 81,240
------------ ----------- ----------- -----------
$ 44,397,274 $19,333,452 $28,736,279 $13,075,098
============ =========== =========== ===========
</TABLE>
At December 31, 1997, 781 employees (761 in 1996) were participating in the
Plan. Approximate participation by fund was as follows:
<TABLE>
<CAPTION>
FUND NUMBER OF PARTICIPANTS
---- ----------------------
DECEMBER 31, 1997 DECEMBER 31, 1996
----------------- -----------------
<S> <C> <C>
Large/mid cap equity fund 623 615
Fixed income fund 509 572
The Dexter Corporation stock fund 15 17
Participant loan fund 67 47
Money market fund 77 69
Small cap equity fund 98 128
International equity fund 72 100
</TABLE>
13
<PAGE> 16
THE DEXTER ESPRIT 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
year ended December 31, 1997 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 $ 3,109,244 $ 701
Employee $ 894,747 300,998 18,338
Net appreciation of the Master Trust 16,098,835 2,745,287 44,170 $ 29,732
Increase (decrease) in cash surrender value $ (29,723)
------------ --------- ------------ ---------- ----------
16,993,582 6,155,529 (29,723) 63,209 29,732
Deductions from net assets attributed to:
Benefits paid directly to
participants or their beneficiaries 1,395,760 4,367,417 77,177 2,442
Administrative expenses 444,804 51,894 1,456 2,000
------------ --------- ------------ ---------- ----------
1,840,564 4,419,311 78,633 4,442
Net transfers (2,236,483) (468,829) 706,338 130,574
------------ --------- ------------ ---------- ----------
Net addition (deduction) 12,916,535 1,267,389 (29,723) 690,914 155,864
Net assets available for benefits,
beginning of year 58,567,623 42,290,991 909,394 466,562 359,675
------------ ------------ ------------ ---------- ----------
Net assets available for benefits,
end of year $ 71,484,158 $ 43,558,380 $ 879,671 $1,157,476 $515,539
============ ============ =========== ========== ========
</TABLE>
<TABLE>
<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 $ 3,109,945
Employee $ 10,965 $ 97,416 $ 47,568 1,370,032
Net appreciation of the Master Trust 9,734 356,545 49,149 19,333,452
Increase (decrease) in cash surrender value (29,723)
---------- -------- ---------- -----------
20,699 453,961 96,717 23,783,706
Deductions from net assets attributed to:
Benefits paid directly to
participants or their beneficiaries 41,276 77,182 5,961,254
Administrative expenses 64 2,173 1,159 503,550
---------- -------- ---------- -----------
64 43,449 78,341 6,464,804
Net transfers 63,805 1,456,312 348,297 14
---------- -------- ---------- -----------
Net addition (deduction) 84,440 1,866,824 366,673 17,318,916
Net assets available for benefits,
beginning of year 42,586 927,797 1,091,276 104,655,904
---------- -------- ---------- -----------
Net assets available for benefits,
end of year $ 127,026 $2,794,621 $ 1,457,949 $121,974,820
========== ========== =========== ============
</TABLE>
14
<PAGE> 17
THE DEXTER ESPRIT 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>
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 benefits,
beginning of year 48,435,976 43,278,885 892,500 339,470 151,251
----------- ----------- -------- -------- --------
Net assets available for benefits,
end of year $58,567,623 $42,290,991 $909,394 $466,562 $359,675
=========== =========== ======== ======== ========
</TABLE>
<TABLE>
<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 benefits,
beginning of year 93,098,082
------ ---------- ---------- ------------
Net assets available for 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 Benefits.
15
<PAGE> 18
THE DEXTER ESPRIT PLAN
Line 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1997
<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 $ 879,671
*Dexter Corporation Plan's Share of Master Trust $ 97,693,923 $ 117,974,928
</TABLE>
*Party in interest
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 ESPRIT 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
