<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
THE EMPLOYEES' SAVINGS AND PROFIT SHARING RETIREMENT
INCOME TRUST OF DEXTER CORPORATION AND DEXTER
CORPORATION, NONWOVEN MATERIALS - PLAN PORTION
(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 Employees' Savings and Profit Sharing Retirement Income Trust of Dexter
Corporation and Dexter Corporation, Nonwoven Materials - Plan Portion (`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>
<S> <C> <C>
Designation Description Method of Filing
----------- ----------- ----------------
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 Employees' Savings and Profit Sharing
Retirement Income Trust of Dexter Corporation and Dexter Corporation, Nonwoven
Materials - Plan Portion, has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
THE EMPLOYEES' SAVINGS AND PROFIT
SHARING RETIREMENT INCOME TRUST OF
DEXTER CORPORATION AND DEXTER
CORPORATION, NONWOVEN MATERIALS -
PLAN PORTION
Date: June 27, 2000 /s/ Lawrence D. McClure
----------------------- -----------------------
Lawrence D. McClure
Dexter Corporation
Plan Administrator
<PAGE> 3
THE EMPLOYEES' SAVINGS AND
PROFIT SHARING RETIREMENT
INCOME TRUST OF DEXTER
CORPORATION AND DEXTER
CORPORATION, NONWOVEN
MATERIALS -- PLAN PORTION
FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
<PAGE> 4
THE EMPLOYEES' SAVINGS AND PROFIT SHARING
RETIREMENT INCOME TRUST OF DEXTER
CORPORATION AND DEXTER CORPORATION, NONWOVEN
MATERIALS -- PLAN PORTION
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 4-13
Supplemental Schedule
Schedule of Assets Held for Investment Purposes 14
</TABLE>
<PAGE> 5
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Plan Administrator of The Employees' Savings
and Profit Sharing Retirement Income Trust of Dexter Corporation and
Dexter Corporation, Nonwoven Materials - Plan Portion
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 The Employees' Savings and Profit Sharing Retirement Income Trust of Dexter
Corporation and Dexter Corporation, Nonwoven Materials - Plan Portion (the
"ESPRIT") 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 ESPRIT'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.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes as of December 31, 1999 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. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audits 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/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP
May 15, 2000
Hartford, Connecticut
-1-
<PAGE> 6
THE EMPLOYEES' SAVINGS AND PROFIT SHARING RETIREMENT
INCOME TRUST OF DEXTER CORPORATION AND DEXTER
CORPORATION, NONWOVEN MATERIALS -- PLAN PORTION
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 $162,706,496 $140,213,115
Contributions receivable
Employer 3,216,734 2,952,548
Employee 8,126 7,274
Cash surrender value of life insurance 417,023 461,893
------------ ------------
Total assets 166,348,379 143,634,830
------------ ------------
Net assets available for benefits $166,348,379 $143,634,830
------------ ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
-2-
<PAGE> 7
THE EMPLOYEES' SAVINGS AND PROFIT SHARING RETIREMENT INCOME TRUST OF DEXTER
CORPORATION AND DEXTER CORPORATION, NONWOVEN MATERIALS -- PLAN PORTION
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998
ADDITIONS TO NET ASSETS ATTRIBUTED TO
<S> <C> <C>
Contributions
Employer $ 3,225,639 $ 2,952,548
Employee 1,476,484 1,234,352
Net appreciation of the master trusts 26,133,792 24,808,657
Appreciation in cash surrender value of life insurance 34,406 28,266
------------ ------------
30,870,321 29,023,823
------------ ------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO
Benefits paid directly to participants or their beneficiaries 8,136,488 7,094,814
Administrative expenses 20,284 268,999
------------ ------------
8,156,772 7,363,813
------------ ------------
Net increase 22,713,549 21,660,010
Net assets available for benefits, beginning of year 143,634,830 121,974,820
------------ ------------
Net assets available for benefits, end of year $166,348,379 $143,634,830
------------ ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE> 8
THE EMPLOYEES' SAVINGS AND PROFIT SHARING RETIREMENT INCOME TRUST OF DEXTER
CORPORATION AND DEXTER CORPORATION, NONWOVEN MATERIALS -- PLAN PORTION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN AND NATURE OF OPERATIONS
The following is a general description of The Employees' Savings and Profit
Sharing Retirement Income Trust of Dexter Corporation and Dexter
Corporation, Nonwoven Materials - Plan Portion ("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 Nonwoven Materials Business 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 plan was amended and restated as of October 1, 1998 to rename
the plan from the ESPRIT Plan, amend certain plan provisions, and provide
for changes and additions to the 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 pre-tax and after-tax participant
contributions are limited to 15% of a participant's compensation during the
plan year. Participant contributions are also subject to certain
requirements, including Sections 401(k), 401(m), 402(g) and 415(d) of the
Code.
-4-
<PAGE> 9
THE EMPLOYEES' SAVINGS AND PROFIT SHARING RETIREMENT INCOME TRUST OF DEXTER
CORPORATION AND DEXTER CORPORATION, NONWOVEN MATERIALS -- PLAN PORTION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
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.
At any time, a participant may direct ESPRIT's trustee to invest the value
of his or her account and future contributions in a Spartan U.S. Equity
Index Fund, Managed Income Portfolio (MIP) II Fund, Dexter Corporation
Stock Fund, Small Cap Selector Fund, 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 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 permanent disability, (d) completion of five years of vesting service,
(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 on
the first day of the month following his or her 65th birthday provided that
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 fractional shares in cash), in cash, or in some combination
of shares of stock and cash as elected by the participant.
-5-
<PAGE> 10
THE EMPLOYEES' SAVINGS AND PROFIT SHARING RETIREMENT INCOME TRUST OF DEXTER
CORPORATION AND DEXTER CORPORATION, NONWOVEN MATERIALS -- PLAN PORTION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
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 on
pre-tax contributions) plus up to fifty percent of his or her company
contribution 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.
Participants may also obtain loans from ESPRIT. 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.
-6-
<PAGE> 11
THE EMPLOYEES' SAVINGS AND PROFIT SHARING RETIREMENT INCOME TRUST OF DEXTER
CORPORATION AND DEXTER CORPORATION, NONWOVEN MATERIALS -- PLAN PORTION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
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 National Bank held certain combined assets of the ESPRIT and
other employee benefit plans of the Company 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 a newly established Master Trust held by 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 sixty percent of the assets of the Fidelity Master Trust
were owned by ESPRIT at December 31, 1999 and 1998, respectively. In
addition to Fidelity, other managers act as investment advisors for
certain of the combined assets of the master trusts.
The investment in 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 is determined by dividing the
outstanding units into the fair value of the fund. The unit values were
utilized to allocate investment income and the assets to individual
participant's accounts.
At December 31, 1999 and 1998, 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.
-7-
<PAGE> 12
THE EMPLOYEES' SAVINGS AND PROFIT SHARING RETIREMENT INCOME TRUST OF DEXTER
CORPORATION AND DEXTER CORPORATION, NONWOVEN MATERIALS -- PLAN PORTION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
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 units outstanding on each valuation
date. Portfolio assets are valued at fair value as determined
in good faith by Fidelity.
B. CASH SURRENDER VALUE OF LIFE INSURANCE
The cash surrender value of life insurance policies is determined as of
August 1, 1999 and 1998, the anniversary date of the policies.
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 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.
-8-
<PAGE> 13
THE EMPLOYEES' SAVINGS AND PROFIT SHARING RETIREMENT INCOME TRUST OF DEXTER
CORPORATION AND DEXTER CORPORATION, NONWOVEN MATERIALS -- PLAN PORTION
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 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> 14
THE EMPLOYEES' SAVINGS AND PROFIT SHARING RETIREMENT INCOME TRUST OF DEXTER
CORPORATION AND DEXTER CORPORATION, NONWOVEN MATERIALS -- PLAN PORTION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
5. INVESTMENT CONTRACTS WITH INSURANCE COMPANIES
VALUATION
The MIP II Blend fund of the Fidelity Master Trust, in which ESPRIT
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> <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 6/15/99 8.25 3,432,078 3,473,941
Metropolitan Life Insurance Company 6/15/01 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 3/13/99 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>
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<PAGE> 15
THE EMPLOYEES' SAVINGS AND PROFIT SHARING RETIREMENT INCOME TRUST OF DEXTER
CORPORATION AND DEXTER CORPORATION, NONWOVEN MATERIALS -- PLAN PORTION
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) held 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.
-11-
<PAGE> 16
THE EMPLOYEES' SAVINGS AND PROFIT SHARING RETIREMENT INCOME TRUST OF DEXTER
CORPORATION AND DEXTER CORPORATION, NONWOVEN MATERIALS -- PLAN PORTION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
6. MASTER TRUST
Investments and net appreciation of the master trusts for the Dexter
Corporation Master Trusts and the ESPRIT's allocable portion at December
31, 1999 and 1998, and for the years then ended, are as follows:
<TABLE>
<CAPTION>
INVESTMENT IN MASTER TRUSTS
--------------------------------------------------------------------
December 31, 1999
--------------------------------------------------------------------
Plan's Share of
Fidelity Master Trust 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 $ 87,416,573 $ 70,567,027
MIP II/Fixed Income fund 65,832,413 65,832,413 42,851,510 42,851,510
Dexter Corporation Stock fund 2,253,486 1,650,752 278,901 216,702
Participant Loan fund 4,174,643 4,174,643 677,771 677,771
Small Cap Selector 4,448,248 3,794,788 1,666,320 1,423,553
Diversified International fund 6,242,455 5,033,979 3,421,206 2,857,300
Puritan fund 1,632,181 1,670,675 1,116,550 1,132,445
Equity - Income fund 1,353,350 1,391,517 937,411 956,561
Blue Chip Growth fund 10,047,811 8,357,417 5,488,577 4,502,119
Aggressive Growth fund 28,742,808 21,826,041 16,457,557 12,574,909
PIMCO Total Return fund 3,311,224 3,499,712 2,394,120 2,539,845
------------ ------------ ------------ ------------
$269,158,238 $231,198,038 $162,706,496 $140,299,742
============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
INVESTMENT IN MASTER TRUSTS
--------------------------------------------------------------------
December 31, 1998
--------------------------------------------------------------------
Plan's Share of
Fidelity Master Trust 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 $ 85,962,212 $ 81,185,744
MIP II/Fixed Income fund 62,349,051 62,349,051 40,012,072 40,012,072
Dexter Corporation Stock fund 2,224,784 1,907,087 613,024 560,156
Participant Loan fund 4,374,338 4,374,338 584,033 584,033
Small Cap Selector 5,525,948 5,353,926 2,630,912 2,553,471
Diversified International fund 2,426,685 2,519,856 1,056,476 1,101,286
Puritan fund 1,539,278 1,451,542 1,214,747 1,145,452
Equity - Income fund 886,202 844,886 821,158 783,190
Blue Chip Growth fund 5,502,563 4,769,996 3,896,530 3,403,111
Aggressive Growth fund 2,179,539 1,908,378 1,363,275 1,200,677
PIMCO Total Return fund 2,479,245 2,548,929 2,058,676 2,113,903
------------ ------------ ------------ ------------
$234,047,113 $224,463,439 $140,213,115 $134,643,095
============ ============ ============ ============
Continued
</TABLE>
-12-
<PAGE> 17
THE EMPLOYEES' SAVINGS AND PROFIT SHARING RETIREMENT INCOME TRUST
OF DEXTER CORPORATION AND DEXTER CORPORATION, NONWOVEN MATERIALS -- PLAN PORTION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NET APPRECIATION OF THE MASTER TRUSTS FOR THE YEARS ENDED
December 31, 1999
------------------------------------
Fidelity Plan's Share
Master Trust of master trusts
<S> <C> <C>
Spartan U.S. Equity Index fund/Large/Mid Cap Equity fund $27,006,238 $ 16,457,417
MIP II/Fixed Income/Money Market fund/Permag Bond fund 3,655,216 2,441,713
Dexter Corporation Stock fund 598,373 129,187
Participant Loan fund 352,810 51,172
Pension Bond fund -- --
Pension Fixed fund -- --
Small Cap Selector/Small Cap Equity fund 585,215 238,653
Diversified International fund/International Equity Fund 1,543,873 728,295
Puritan fund 3,977 2,923
Equity - Income fund 68,258 47,841
Blue Chip Growth fund 1,910,956 1,107,127
Aggressive Growth fund 9,368,939 4,938,958
PIMCO Total Return fund (13,044) (9,494)
------------- ------------
$ 45,080,811 $ 26,133,792
============= ==============
</TABLE>
<TABLE>
<CAPTION>
NET APPRECIATION OF THE MASTER TRUSTS FOR THE YEARS ENDED
December 31, 1998
-----------------------------------------------------------------
Fleet Fidelity Plan's Share
Master Trust Master Trust of Master Trust
<S> <C> <C> <C>
Spartan U.S. Equity Index fund/Large/Mid Cap Equity fund $ 30,494,147 $ 13,458,797 $ 20,891,339
MIP II/Fixed Income/Money Market fund/Permag Bond fund 2,439,406 1,794,340 2,789,020
Dexter Corporation Stock fund (2,565,897) 203,524 (46,792)
Participant Loan fund 160,191 156,919 38,590
Pension Bond fund 2,142,956 -- --
Pension Fixed fund 538 -- --
Small Cap Selector/Small Cap Equity fund 267,638 (25,919) 91,887
Diversified International fund/International Equity Fund 947,107 (92,647) 84,886
Puritan fund -- 155,327 130,346
Equity - Income fund -- 68,932 63,529
Blue Chip Growth fund -- 770,395 516,566
Aggressive Growth fund -- 387,852 236,660
PIMCO Total Return fund -- 15,179 12,626
------------ ------------ ------------
$ 33,886,086 $ 16,892,699 $ 24,808,657
============ ============ ============
</TABLE>
At December 31, 1999, 789 employees (768 in 1998) were participating in the
ESPRIT. Appropriate participation by fund was as follows:
<TABLE>
<CAPTION>
FUND NUMBER OF PARTICIPANTS
-------------------------------------------------------
DECEMBER 31, 1999 DECEMBER 31, 1998
<S> <C> <C>
Spartan U.S. Equity Index fund/Large/Mid Cap Equity fund 590 673
MIP II/Fixed Income fund/Money Market fund 483 591
Dexter Corporation Stock fund 38 46
Participant Loan fund 82 76
Small Cap Selector/Small Cap Equity fund 96 151
Diversified International fund/International Equity fund 90 101
Puritan fund 35 40
Equity - Income fund 34 36
Blue Chip Growth fund 140 117
Aggressive Growth fund 175 76
PIMCO Total Return fund 24 37
</TABLE>
-13-
<PAGE> 18
THE EMPLOYEES' SAVINGS AND PROFIT SHARING RETIREMENT INCOME TRUST OF DEXTER
CORPORATION AND DEXTER CORPORATION, NONWOVEN MATERIALS -- PLAN PORTION
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
--------------------------------------------------------------------------------
<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 $ 417,023
*Dexter Corporation Plan's Share of Master Trust $140,299,742 162,706,496
</TABLE>
*Party-in-interest
-14-
