<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, 1999
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
--------------------------------------------------------------------------------
DEXTER MAGNETIC'S EMPLOYEE
RETIREMENT INCOME TRUST 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 Magnetic's Employee Retirement Income Trust 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, 1999 and 1998, which have been prepared in
accordance with the financial reporting requirements of ERISA.
EXHIBIT
<TABLE>
<CAPTION>
Designation Description Method of Filing
----------- ----------- ----------------
<S> <C> <C>
Exhibit 23 Consent of PricewaterhouseCoopers LLP, Filed with this report
Independent Public Accountants
</TABLE>
<PAGE> 2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Dexter
Corporation, the plan administrator of The Dexter Magnetic's Employee Retirement
Income Trust Plan, has duly caused this annual report to be signed on its behalf
by the undersigned hereunto duly authorized.
THE DEXTER MAGNETIC'S EMPLOYEE
RETIREMENT INCOME TRUST PLAN
Date: June 27, 2000 /s/ Lawrence D. McClure
-------------------------- ------------------------
Lawrence D. McClure
Dexter Corporation
Plan Administrator
<PAGE> 3
DEXTER MAGNETIC'S
EMPLOYEE
RETIREMENT INCOME
TRUST PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
<PAGE> 4
DEXTER MAGNETIC'S EMPLOYEE RETIREMENT INCOME TRUST PLAN
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAGE
<S> <C>
Report of Independent Accountants 1
Financial Statements
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-11
</TABLE>
<PAGE> 5
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Plan Administrator of the
Dexter Magnetic's Employee Retirement Income Trust Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of Dexter Magnetic's Employee Retirement Income Trust Plan (the "Plan") at
December 31, 1999 and 1998, and the changes in net assets available for benefits
for the years then ended, in conformity with accounting principles generally
accepted in the United States. 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 of these
statements in accordance with auditing standards generally accepted in the
United States, which 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, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
/s/ PricewaterhouseCoopers LLP
---------------------------------
PricewaterhouseCoopers LLP
May 15, 2000
Hartford, Connecticut
-1-
<PAGE> 6
DEXTER MAGNETIC'S EMPLOYEE RETIREMENT INCOME TRUST PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998
ASSETS
<S> <C> <C>
Investment in Master Trust, at fair value $39,429,813 $33,967,216
Contributions receivable
Employer 1,018,063 1,069,849
Employee 19,290 --
----------- -----------
Total assets 40,467,166 35,037,065
Accrued administrative expenses 1,500 --
----------- -----------
Net assets available for benefits $40,465,666 $35,037,065
----------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
-2-
<PAGE> 7
DEXTER MAGNETIC'S EMPLOYEE RETIREMENT INCOME TRUST PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Additions to net assets attributed to
Contributions
Employer $ 1,018,063 $ 1,069,849
Employee 423,204 355,021
Net appreciation of the master trusts 6,871,659 6,073,130
----------- -----------
8,312,926 7,498,000
----------- -----------
Deductions from net assets attributed to
Benefits paid directly to participants or their beneficiaries 2,866,340 979,885
Administrative expenses 17,958 65,635
Other 27 12
----------- -----------
2,884,325 1,045,532
----------- -----------
Net increase 5,428,601 6,452,468
Net assets available for benefits, beginning of year 35,037,065 28,584,597
----------- -----------
Net assets available for benefits, end of year $40,465,666 $35,037,065
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE> 8
DEXTER MAGNETIC'S EMPLOYEE RETIREMENT INCOME TRUST PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN AND NATURE OF OPERATIONS
The following is a general description of Dexter Magnetic's Employee
Retirement Income Trust Plan (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 those full-time employees
of Dexter Electronics and Adhesives and Coating Businesses that previously
were employed by Dexter Magnetic Technologies, Inc. Formerly, the Permag
Corporation's Plan was the Permag Employees Retirement Trust and was
restated effective as of January 1, 1998 to be Dexter Magnetic's Employee
Retirement Income Trust Plan, maintained for the benefit of eligible
employees of former Dexter Magnetic Technologies, Inc. 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
Plan was amended and restated as of October 1, 1998 to allow for amended
plan provisions and additional investment options.
PLAN ADMINISTRATOR
Dexter Corporation (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 maybe 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 the Plan on the first day
of the month following the date the employee completes one year of
eligibility service; however, with respect to pre-tax and voluntary after
tax contributions, an eligible employee shall be deemed to be a participant
on the first day of the month immediately following enrollment in the Plan.
Enrollment is permitted at any time following a participant's date of hire.
CONTRIBUTIONS
The Company contribution to the Plan each plan year varies according to
profits (generally, 7-10% of the Plan's 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 the Plan either on a
pre-tax or after-tax basis; however, total pre-tax and after-tax
participant contributions are limited to 15% of a participant's
compensation during plan year. Participant contributions are also subject
to certain requirements, including Sections 401(k), 401(m), 402(g) and
415(d) of the Code.
PARTICIPANT'S 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 on 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.
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<PAGE> 9
DEXTER MAGNETIC'S EMPLOYEE RETIREMENT INCOME TRUST PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
At any time, a participant may direct the Plan's trustees to invest the
value of his or her account and future contributions in Spartan U.S. Equity
Index Fund, Managed Income Portfolio (MIP) II, Dexter Corporation Stock
Fund, Small Cap Selector, Diversified International Fund, Puritan Fund,
Equity-Income Fund, Blue Chip Growth Fund, Aggressive Growth Fund, and
PIMCO Total Return Fund.
Daily, 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 fund(s).
VESTING
The Company's portion of a participant's account shall become fully vested
upon (a) attaining the age of 65, (b) death, (c) termination of employment
due to permanent disability, (d) completion of four years of vesting
service (three years for employees hired prior to January 1, 1998), (e)
discontinuance of contributions by the Company or partial or complete
termination of the Plan, or (f) termination of employment in certain
situations during a one-year period beginning on the date of a change in
control of the Company (as further described in the plan document).
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 upon
normal retirement, age 55, or deferred retirement. 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 single
lump sum or a payment each year in periodic cash installments, of an amount
equal to 10% a year over a ten year period. However, all amounts credited
to a participant's account on or after July 1, 1992 shall be paid in the
form of a single lump sum, and the installment option shall not be
available. 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 vested in Dexter
Corporation common stock may be received, when eligible, in whole shares of
stock (with any fractional shares in cash), in cash, or in some combination
of shares of stock and cash as elected by the participant.
WITHDRAWALS AND LOANS
A participant may withdraw all or any portion of his or her account balance
resulting only from his or her contributions (exclusive of earnings in
pre-tax contributions). Additionally, a participant may request to withdraw
up to 50% of his or her Company contributions once fully vested.
Withdrawals are subject to a 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.
-5-
<PAGE> 10
DEXTER MAGNETIC'S EMPLOYEE RETIREMENT INCOME TRUST PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
Participants may also obtain loans from the Plan. A participant may have no
more than two loans outstanding at any time. The total of all loans
outstanding generally 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 nondiscrimination 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 amounts 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 statements of net assets
available for benefits and the statements of changes in net assets
available for benefits.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
INVESTMENT VALUATION
All assets are valued as of the last business day of the year according to
the following methods:
INVESTMENT IN MASTER TRUST
Fleet National Bank held certain assets of the Plan and other employee
benefit plans of Dexter Corporation in a Master Trust (the "Fleet Master
Trust") through July 31, 1998. On August 1, 1998, the Fleet Master Trust
assets for all defined contribution plans were transferred to Fidelity
Management Trust Company ("Fidelity Master Trust".) The allocable portion
of the assets and related income of the master trusts are included in these
financial statements.
Approximately fifteen percent of the assets of the Fidelity Master Trust
were owned by the Plan at December 31, 1999 and 1998. In addition to
Fidelity, other managers act as investment advisors for certain of the
combined assets of the master trusts.
The investment in the master trusts 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 was determined by dividing the outstanding units
into the market value of the fund. The unit values were utilized to
allocate investment income and the assets to individual participant's
accounts.
-6-
<PAGE> 11
DEXTER MAGNETIC'S EMPLOYEE RETIREMENT INCOME TRUST PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
At December 31, 1999 and 1998, investments contained in pooled funds were
valued according to the following methods:
COMMON STOCK
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.
PARTICIPANT LOANS
Participant loans are stated at the unpaid principal balance.
MUTUAL FUNDS
The fund's net asset value per share is the value of a single share.
Fidelity normally calculates the fund's net assets value per share as
of the close of business of the New York Stock Exchange.
MANAGED INCOME PORTFOLIO (MIP) II BLEND
The value of each share is determined on a daily basis by subtracting
total liabilities from the total value of the assets, including
accrued income, and dividing the amount remaining by the number of
outstanding units on each valuation date. Portfolio assets are valued
at fair value as determined in good faith by Fidelity.
OTHER
The Fidelity Master Trust values transactions daily on a trade date basis.
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
statements of changes in net assets available for benefits under the
caption "net appreciation of the master trusts." This amount includes the
realized gains and losses, the unrealized appreciation or depreciation on
those investments, and dividend and interest income earned.
3. TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated July 7, 1994 that the Plan as amended through June 3, 1994 is
designed in accordance with the applicable sections of the Internal Revenue
Code. The Plan has been amended since receiving the determination letter.
The Plan Administrator and the Plan's tax counsel believe that the Plan is
currently designed and being operated in compliance with the applicable
requirements of the Internal Revenue Code.
-7-
<PAGE> 12
DEXTER MAGNETIC'S EMPLOYEE RETIREMENT INCOME TRUST PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
4. PLAN TERMINATION
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 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 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 therefore acquired by the
participants.
In the event of full 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.
5. INVESTMENT CONTRACTS WITH INSURANCE COMPANIES
VALUATION
The MIP II Blend fund of the Fidelity Master Trust, in which the Plan
participates, invests in two guaranteed investment contracts (GICs) with
insurance companies in 1999 (five in 1998). Also included in the MIP II
Blend fund in 1998 was the SEI Stable Asset Fund which is a commingled fund
consisting of GICs and other investments. These GICs are fully
benefit-responsive and are included in the Fidelity 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, 1999 and 1998 and are presented below:
<TABLE>
<CAPTION>
1999
------------------------------------------------------------------------------------------------------
CONTRACT VALUE
MATURITY CREDITING INCLUDING FAIR
ISSUER DATE INTEREST RATE ACCRUED INTEREST VALUE
<S> <C> <C> <C> <C>
Metropolitan Life Insurance Company 6/15/01 6.70% $ 3,538,388 $ 3,528,925
New York Life Insurance and Annuity
Corporation 12/15/00 6.35 3,014,222 3,001,909
Fidelity IPL N/A 5.76 55,663,718 55,663,718
----------- -----------
Total $62,216,328 62,194,552
=========== ===========
</TABLE>
<TABLE>
<CAPTION>
1998
--------------------------------------------------------------------------------------------------------
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% $ 6,900,854 $ 7,037,358
John Hancock Mutual Life Insurance
Company 06/15/99 8.25 3,432,078 3,473,941
Metropolitan Life Insurance Company 06/15/01 6.70 3,316,202 3,316,203
New York Life Insurance and Annuity
Corporation 12/15/99 6.35 5,654,207 5,750,004
SEI Stable Asset Fund 03/13/99 6.16 25,437,398 25,437,389
Fidelity IPL N/A 5.62 16,514,080 16,514,080
----------- -----------
Total $61,254,819 $61,528,975
=========== ===========
</TABLE>
-8-
<PAGE> 13
DEXTER MAGNETIC'S EMPLOYEE RETIREMENT INCOME TRUST PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
CONCENTRATION OF CREDIT RISK
Of the guaranteed investment contracts included in the MIP II Blend fund,
one (two in 1998), which was held with one individual insurance company at
December 31, 1999 (two companies in 1998) represent concentrations of
credit risk. The total contract value(s) is approximately $55.7 million
($6.9 million and $16.5 million at December 31, 1998) and represents 84.6%
(11.1% and 26.5% at December 31, 1998) of the total fair value of the MIP
II Blend.
6. MASTER TRUST
Investments and net appreciation from master trusts for The Dexter
Corporation Master Trusts and the Plan's allocable portion at December 31,
1999 and 1998 and for the years then ended are as follows:
<TABLE>
<CAPTION>
INVESTMENT IN FIDELITY MASTER TRUST
--------------------------------------------------------------------------
DECEMBER 31, 1999
--------------------------------------------------------------------------
FIDELITY MASTER TRUST PLAN'S SHARE OF FIDELITY MASTER TRUST
------------------------------- -------------------------------------
FAIR VALUE COST FAIR VALUE COST
<S> <C> <C> <C> <C>
Spartan U.S. Equity Index fund $141,119,619 $113,966,101 $18,649,392 $15,022,978
MIP II Blend 65,832,413 65,832,413 11,469,320 11,469,320
Dexter Corporation Stock fund 2,253,486 1,650,752 107,076 95,652
Participant Loan fund 4,174,643 4,174,643 898,744 898,744
Small Cap Selector 4,448,248 3,794,788 321,468 268,770
Diversified International fund 6,242,455 5,033,979 738,815 592,535
Puritan fund 1,632,181 1,670,675 167,628 178,667
Equity - Income fund 1,353,350 1,391,517 28,386 29,686
Blue Chip Growth fund 10,047,811 8,357,417 1,483,253 1,311,858
Aggressive Growth fund 28,742,808 21,826,041 5,171,439 4,070,863
PIMCO Total Return fund 3,311,224 3,499,712 394,292 414,797
------------ ------------ ----------- -----------
$269,158,238 $231,198,038 $39,429,813 $34,353,870
============ ============ =========== ===========
</TABLE>
<TABLE>
<CAPTION>
NET APPRECIATION FROM
FIDELITY MASTER TRUST
-------------------------------------
FOR THE YEAR ENDED
DECEMBER 31, 1999
-------------------------------------
PLAN'S SHARE OF
MASTER TRUST MASTER TRUST
<S> <C> <C>
Spartan U.S. Equity Index fund $27,006,238 $3,859,881
MIP II Blend 3,655,216 507,827
Dexter Corporation Stock fund 598,373 11,551
Participant Loan fund 352,810 66,857
Small Cap Selector 585,215 49,030
Diversified International fund 1,543,873 171,607
Puritan fund 3,977 (4,519)
Equity - Income fund 68,258 1,143
Blue Chip Growth fund 1,910,956 215,275
Aggressive Growth fund 9,368,939 1,993,383
PIMCO Total Return fund (13,044) (376)
------------------- -----------------
$45,080,811 $6,871,659
=================== =================
</TABLE>
-9-
<PAGE> 14
DEXTER MAGNETIC'S EMPLOYEE RETIREMENT INCOME TRUST PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
INVESTMENT IN MASTER TRUST
-----------------------------------------------------------------------
DECEMBER 31, 1998
-----------------------------------------------------------------------
FIDELITY MASTER TRUST PLAN'S SHARE OF FIDELITY MASTER TRUST
--------------------------------- -------------------------------------
FAIR VALUE COST FAIR VALUE COST
<S> <C> <C> <C> <C>
Spartan U.S. Equity Index fund $144,559,480 $136,435,450 $ 22,672,468 $ 21,416,650
MIP II Blend fund 62,349,051 62,349,051 10,325,758 10,325,758
Dexter Corporation Stock fund 2,224,784 1,907,087 17,404 15,985
Participant Loan fund 4,374,338 4,374,338 792,047 792,047
Small Cap Selector 5,525,948 5,353,926 115,886 110,293
Diversified International fund 2,426,685 2,519,856 22,504 23,042
Puritan fund 1,539,278 1,451,542 137 131
Equity - Income fund 886,202 844,886 137 132
Blue Chip Growth fund 5,502,563 4,769,996 12,494 10,946
Aggressive Growth fund 2,179,539 1,908,378 6,266 5,339
PIMCO Total Return fund 2,479,245 2,548,929 2,115 2,193
------------ ------------ ------------ ------------
$234,047,113 $224,463,439 $ 33,967,216 $ 32,702,516
============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
NET APPRECIATION FROM MASTER TRUSTS
-----------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1998
-----------------------------------------------------
FLEET FIDELITY PLAN'S SHARE OF
MASTER TRUST MASTER TRUST MASTER TRUSTS
<S> <C> <C> <C>
Spartan U.S. Equity Index fund $ 30,494,147 $ 13,458,797 $ 5,357,697
MIP II Blend fund 2,439,406 1,794,340 668,082
Dexter Corporation Stock fund (2,565,897) 203,524 (834)
Participant Loan fund 160,191 156,919 41,392
Pension Bond fund 2,142,956 -- --
Pension Fixed fund 538 -- --
Small Cap Selector 267,638 (25,919) 3,620
Diversified International fund 947,107 (92,647) 302
Puritan fund -- 155,327 7
Equity - Income fund -- 68,932 7
Blue Chip Growth fund -- 770,395 1,548
Aggressive Growth fund -- 387,852 1,295
PIMCO Total Return fund -- 15,179 14
------------ ------------ ------------
$ 33,886,086 $ 16,892,699 $ 6,073,130
============ ============ ============
</TABLE>
-10-
<PAGE> 15
DEXTER MAGNETIC'S EMPLOYEE RETIREMENT INCOME TRUST PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
At December 31, 1999, 267 employees (275 in 1998) were participating in the
Plan. Approximate participation by fund as follows:
<TABLE>
<CAPTION>
NUMBER OF PARTICIPANTS
-----------------------------------------
DECEMBER 31, DECEMBER 31,
1999 1998
<S> <C> <C>
Spartan U.S. Equity Index fund 213 243
MIP II Blend fund 232 268
Dexter Corporation stock fund 28 31
Participant loan fund 73 62
Small Cap Selector 56 73
Diversified International fund 36 32
Puritan fund 10 10
Equity-Income Growth fund 4 4
Blue Chip Growth fund 47 37
Aggressive Growth fund 58 27
PIMCO Total Return fund 13 15
</TABLE>
-11-
