-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OT9ydN6rHQUQYDDIvB9bNuBsrIt5f4Cs6ZVkVW8pq0XWzBh0kYumALM2wcYIrAkY jXgbAcDwiuazZsUQ+huo/A== 0000906344-96-000029.txt : 19960625 0000906344-96-000029.hdr.sgml : 19960625 ACCESSION NUMBER: 0000906344-96-000029 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960624 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DEXTER CORP CENTRAL INDEX KEY: 0000028582 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 060321410 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-11068 FILM NUMBER: 96584855 BUSINESS ADDRESS: STREET 1: ONE ELM ST CITY: WINDSOR LOCKS STATE: CT ZIP: 06096 BUSINESS PHONE: 2036279051 MAIL ADDRESS: STREET 1: ONE ELM ST CITY: WINDSOR LOCKS STATE: CT ZIP: 06096 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOWARD RICE NEMEROVSKI CANADY ROBERTSON & FALK CENTRAL INDEX KEY: 0000906344 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3 EMBARCADERO CTR 7TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111-4065 BUSINESS PHONE: 4154341600 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 THE DEXTER CORPORATION (Name of Issuer) Common Stock, Par Value $1 (Title of Class of Securities) 252165-10-5 (CUSIP Number) Donald S. Scherer Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A Professional Corporation Three Embarcadero Center, Suite 700 San Francisco, CA 94111 (415) 434-1600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 13, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [x]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of CUSIP NO. 252165-10-5 SCHEDULE 13D Page 2 of 23 that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 23 Exhibit Index Located on Page 19 CUSIP NO. 252165-10-5 SCHEDULE 13D Page 3 of 23 1 Name of Reporting Person BK CAPITAL PARTNERS IV, L.P. IRS Identification No. of Above Person 94-3139027 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [x] 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization California 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 1,240,800* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 1,240,800* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,240,800* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 5.2%* 14 Type of Reporting Person PN * See Item 5 below CUSIP NO. 252165-10-5 SCHEDULE 13D Page 4 of 23 1 Name of Reporting Person STINSON CAPITAL PARTNERS, L.P. IRS Identification No. of Above Person 94-3432358 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [x] 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization California 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 1,240,800* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 1,240,800* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,240,800* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 5.2%* 14 Type of Reporting Person PN * See Item 5 below. CUSIP NO. 252165-10-5 SCHEDULE 13D Page 5 of 23 1 Name of Reporting Person THE CARPENTERS PENSION TRUST FOR SOUTHERN CALIFORNIA IRS Identification No. of Above Person 94-6042875 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [x] 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization California 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 1,240,800* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 1,240,800* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,240,800* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 5.2%* 14 Type of Reporting Person EP * See Item 5 below. CUSIP NO. 252165-10-5 SCHEDULE 13D Page 6 of 23 1 Name of Reporting Person INSURANCE COMPANY SUPPORTED ORGANIZATIONS PENSION PLAN IRS Identification No. of Above Person 25-6358211 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [x] 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization California 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 1,240,800* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 1,240,800* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,240,800* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 5.2%* 14 Type of Reporting Person EP * See Item 5 below. CUSIP NO. 252165-10-5 SCHEDULE 13D Page 7 of 23 1 Name of Reporting Person RICHARD C. BLUM & ASSOCIATES, L.P. IRS Identification No. of Above Person 94-3205364 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [x] 3 SEC USE ONLY 4 Source of Funds Not applicable 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization California 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 1,240,800* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 1,240,800* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,240,800* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 5.2%* 14 Type of Reporting Person PN, IA * See Item 5 below. CUSIP NO. 252165-10-5 SCHEDULE 13D Page 8 of 23 1 Name of Reporting Person RICHARD C. BLUM & ASSOCIATES, INC. IRS Identification No. of Above Person 94-2967812 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [x] 3 SEC USE ONLY 4 Source of Funds Not applicable 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization California 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 1,240,800* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 1,240,800* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,240,800* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 5.2%* 14 Type of Reporting Person CO * See Item 5 below. CUSIP NO. 252165-10-5 SCHEDULE 13D Page 9 of 23 1 Name of Reporting Person RICHARD C. BLUM S.S. No. of Above Person ###-##-#### 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [x] 3 SEC USE ONLY 4 Source of Funds Not applicable 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization USA 7 Sole Voting Power -0-* NUMBER OF SHARES 8 Shared Voting Power 1,240,800* BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0-* REPORTING PERSON WITH 10 Shared Dispositive Power 1,240,800* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,240,800* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 5.2%* 14 Type of Reporting Person IN * See Item 5 below. CUSIP NO. 252165-10-5 SCHEDULE 13D Page 10 of 23 Item 1. Security and Issuer This Schedule 13D relates to shares of common stock, par value $1 (the "Common Stock") of The Dexter Corporation, a Connecticut corporation (the "Issuer"). The principal executive office and mailing address of the Issuer is One Elm Street, Windsor Locks, Connecticut 06096. Item 2. Identity and Background This Schedule 13D is filed on behalf of BK Capital Partners IV, L.P., a California limited partnership ("BK IV"); Stinson Capital Partners L.P., a California limited partnership ("Stinson"); Insurance Company Supported Organizations Pension Plan ("ICSOPP"); The Carpenters Pension Trust for Southern California (the "Carpenters Trust"); Richard C. Blum & Associates, L.P., a California limited partnership ("RCBA L.P."); Richard C. Blum & Associates, Inc., a California corporation ("RCBA Inc."); and Richard C. Blum, the Chairman and a substantial shareholder of RCBA Inc. BK IV and Stinson are each a California limited partnership whose principal business is investing in securities, and whose principal office is located at 909 Montgomery Street, Suite 400, San Francisco, California 94133. RCBA L.P. is the sole general partner of BK IV and Stinson and an investment adviser to The Carpenters Trust and ICSOPP. RCBA L.P. is a California limited partnership whose principal business is acting as general partner for investment partnerships and providing investment advisory and financial consulting services. RCBA L.P. is a registered investment adviser with the Securities and Exchange Commission and with the State of California. The sole general partner of RCBA L.P. is RCBA Inc. The principal business office address of RCBA L.P. and RCBA Inc. is 909 Montgomery Street, Suite 400, San Francisco, California 94133. The names of the executive officers and directors of RCBA Inc., their addresses, citizenship and principal occupations are as follows: Principal Name and Citizen- Occupation Office Held Business Address ship or Employment Richard C. Blum 909 Montgomery St. USA President and President, Suite 400 Chairman, RCBA Chairman and San Francisco, CA L.P. Director CUSIP NO. 252165-10-5 SCHEDULE 13D Page 11 of 23 Principal Name and Citizen- Occupation Office Held Business Address ship or Employment Nils Colin Lind 909 Montgomery St. Norway Managing Managing Director Suite 400 Director, RCBA and Director San Francisco, CA L.P. Jeffrey W. Ubben 909 Montgomery St. USA Managing Managing Director Suite 400 Director of of Investments San Francisco, CA Investments, RCBA L.P. Alexander L. Dean 909 Montgomery St. USA Managing Managing Director Suite 400 Director of of Investments and San Francisco, CA Investments, Director RCBA L.P. George F. Hamel, 909 Montgomery St. USA Managing Jr. Suite 400 Director of Managing Director San Francisco, CA Marketing, RCBA of Marketing L.P. John H. Steinhart 909 Montgomery St. USA Managing Managing Director Suite 400 Director and and Chief San Francisco, CA Chief Administrative Administrative Officer Officer, RCBA L.P. Marc T. Scholvinck 909 Montgomery St. USA Managing Managing Director Suite 400 Director and and Chief San Francisco, CA Chief Financial Financial Officer Officer, RCBA L.P. Peter E. Rosenberg 909 Montgomery St. USA Managing Managing Director Suite 400 Director of of Development and San Francisco, CA Development, Director RCBA L.P. Michael Kane 909 Montgomery St. USA Managing Managing Director Suite 400 Director of of Investments San Francisco, CA Investments, RCBA L.P. Thomas L. Kempner 40 Wall Street USA Chairman, Loeb Director New York, NY 10005 Partners Corporation, Investment Banking Business CUSIP NO. 252165-10-5 SCHEDULE 13D Page 12 of 23 Principal Name and Citizen- Occupation Office Held Business Address ship or Employment Donald S. Scherer 3 Embarcadero Center USA Howard, Rice, et Secretary Suite 700 al. (law firm) San Francisco, CA 94111 The Carpenters Trust is a trust, governed by a board of trustees. Its principal office is located at 520 South Virgil Avenue, 4th Floor, Los Angeles, California 90020. The names of the executive officers and trustees of the Carpenters Trust, their addresses, citizenship and principal occupation are as follows: Principal Name and Citizen- Occupation Office Held Business Address ship or Employment Kim Frommer, 22225 Acorn Street USA President, Trustee Chatsworth, CA 91311 Frommer Inc. Curtis Conyers, 4719 Exposition USA President, Jr., Trustee Boulevard Richard Lane Los Angeles, CA 90016 Company Richard Harris, 1717 West Lincoln Ave. USA General Trustee Anaheim, CA 92801 Manager, Wesseln Construction Co., Inc. Ralph Larison, 1925 Water Street USA President, Trustee Long Beach, CA 90802 Connoly-Pacific Co. Bert Lewitt, 2901 28th Street USA President, Trustee Santa Monica, CA 90405 Morley Construction Co. Ronald W. Tutor, 15901 Olden Street USA President, Co-Chairman, Sylmar, CA 91342 Tutor-Saliba Trustee Corporation J.D. Butler, 412 Dawson Drive USA Treasurer, Gold Trustee Camarillo, CA 93010 Coast District Council of Carpenters CUSIP NO. 252165-10-5 SCHEDULE 13D Page 13 of 23 Principal Name and Citizen- Occupation Office Held Business Address ship or Employment Douglas J. 520 South Virgil Avenue USA Secretary- McCarron, Los Angeles, CA 90020 Treasurer, Chairman, Southern Trustee California District Council of Carpenters Bill Perry, 520 South Virgil Avenue USA Administrative Trustee Los Angeles, CA 90020 Assistant, Southern California District Council of Carpenters Buddy Self, 911 20th Street USA Financial Trustee Bakersfield, CA 91301 Secretary, Carpenters Local Union 743 Steve Graves, 520 South Virgil Avenue USA Representative, Trustee Los Angeles, CA 90020 Southern California District Council of Carpenters Fred Taylor, 341 Wardlow Road USA Financial Trustee Long Beach, CA 90807 Secretary, Carpenters Local Union 630 ICSOPP is a trust, governed by a board of trustees. The principal administrative office of ICSOPP is located at 1130 Connecticut Avenue, N.W., Washington, D.C. 20036. The name, business address and present principal occupation of each of the trustees and executive officers of ICSOPP are as follows: CUSIP NO. 252165-10-5 SCHEDULE 13D Page 14 of 23 Principal Name and Citizen- Occupation Office Held Business Address ship or Employment Robert E. Vagley, American Insurance USA President, Fiduciary Association American 1130 Connecticut Insurance Avenue, N.W. Association Washington, DC 20036 Fred R. Marcon, Insurance Services USA President, Fiduciary Office Insurance 7 World Trade Center Services New York, NY 10048 Office Gail P. Norton, Industrial Risk USA President & Fiduciary Insurers CEO, 85 Woodland Street Industrial Hartford, Risk Insurers Connecticut 06102 A. James Brodsky, Insurance Company USA Director, Director Supported Insurance Organizations Company Pension Plan and Supported Trust Organizations 1130 Connecticut Pension Plan Avenue, N.W. and Trust Washington, DC 20036 * * * To the best knowledge of the Reporting Persons, none of the entities or persons identified in this Item 2 has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration The source of funds for the purchases of securities was the working capital of the Reporting Persons. CUSIP NO. 252165-10-5 SCHEDULE 13D Page 15 of 23 Item 4. Purpose of Transaction. The Reporting Persons acquired the Common Stock for investment purposes. Depending upon market conditions and other factors, the Reporting Persons may acquire additional securities of the Issuer, in the open market, in privately negotiated transactions or otherwise. Alternatively, depending upon market conditions and other factors, the Reporting Persons may, from time to time, dispose of some or all of the securities of the Issuer that they beneficially own. The Reporting Persons have communicated with the Issuer concerning a range of issues that they believe could favorably affect both management focus and shareholder value, and they expect to continue such dialogues. The principal issues of these recent communications have been the potential benefits of monetizing the Issuer's investment in Life Technologies, Inc. and the use of the related proceeds to repurchase a significant number of the Issuer's outstanding common stock. Attached as Exhibit B is the most recent such communication. Other than as set forth in this statement, the Reporting Persons have no present plans or proposals that relate to or would result in any of the consequences listed in paragraphs (a)-(j) of Item 4 of Schedule 13D, or any agreement regarding such matters, although they may in the future take actions that would have such consequences. Item 5. Interest in Securities of the Issuer (a), (b) According to the Issuer's most-recent Form 10-Q, there were 23,893,187 shares of Common Stock issued and outstanding as most recent Form 10-Q, of April 30, 1996. Based on such information, after taking into account the transactions described in Item 5(c) below, the following Reporting Persons report the following direct holdings and corresponding percentage interests in the Common Stock: Shares of Common Percentage Name Stock Owned Owned BK IV 75,300 0.3% Stinson 56,700 0.2% Carpenters Trust 905,800 3.8% ICSOPP 110,300 0.5% _________ ____ Total 1,148,100 4.8% ========= ==== CUSIP NO. 252165-10-5 SCHEDULE 13D Page 16 of 23 In addition, because RCBA L.P. has voting and investment power with respect to 92,700 shares that are legally owned by The Common Fund for the account of its Equity Fund ("The Common Fund"), those shares are reported as beneficially owned by RCBA L.P. The Common Fund is principally engaged in the business of managing investments for educational institutions. The principal administrative office of The Common Fund is located at 450 Post Road East, Westport, Connecticut 06881-0909. The Common Fund disclaims membership in a group with any of the Reporting Persons, and disclaims beneficial ownership of any shares held by the Reporting Persons. Voting and investment power concerning the above shares are held solely by RCBA L.P. The Reporting Persons therefore may be deemed to be members in a group, in which case each Reporting Person would be deemed to have beneficial ownership of an aggregate of 1,240,800 shares of the Common Stock, which is 5.2% of the outstanding Common Stock. As the sole general partner of RCBA L.P., RCBA Inc. is deemed the beneficial owner of the securities over which RCBA L.P has voting and investment power. As Chairman, director and a substantial shareholder of RCBA Inc., Richard C. Blum might be deemed to be the beneficial owner of the securities beneficially owned by RCBA Inc. Although Mr. Blum is joining in this Schedule as a Reporting Person, the filing of this Schedule shall not be construed as an admission that he, or any of the other shareholders, directors or executive officers of RCBA Inc. is, for any purpose, the beneficial owner of any of the securities that are beneficially owned by RCBA Inc. (c) During the last 60 days, the Reporting Persons purchased the following shares of Common Stock on the open market: Name Trade Date Shares Price/Share BK IV 06-11-96 1,000 $29.45 06-12-96 2,200 29.58 06-13-96 1,000 29.68 Stinson 06-11-96 500 29.45 06-12-96 1,000 29.58 06-13-96 500 29.68 06-14-96 18,100 29.20 06-17-96 2,100 29.33 Carpenters Trust 06-11-96 12,500 29.45 06-12-96 25,900 29.58 06-13-96 11,500 26.09 ICSOPP 06-11-96 1,500 29.45 06-12-96 3,200 29.58 06-13-96 1,400 26.09 CUSIP NO. 252165-10-5 SCHEDULE 13D Page 17 of 23 Name Trade Date Shares Price/Share The Common Fund 06-11-96 1,000 29.45 06-12-96 2,100 29.58 06-13-96 1,000 26.09 06-14-96 18,100 29.20 06-17-96 2,200 29.33 (d) and (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None of the Reporting Persons or, to the best knowledge of the Reporting Persons, the other persons named in Item 2, is a party to any contract, arrangement, understanding or relationship with respect to any securities of the Issuer, including but not limited to the transfer or voting of any securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits Exhibit A Joint Filing Undertaking. Exhibit B Letter dated June 14, 1996 from Richard C. Blum & Associates, L.P. to K. Grahame Walker, Chairman and CEO of The Dexter Corporation. CUSIP NO. 252165-10-5 SCHEDULE 13D Page 18 of 23 Signatures After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: June 21, 1996 STINSON CAPITAL PARTNERS, L.P. RICHARD C. BLUM & ASSOCIATES, L.P. By Richard C. Blum & Associates, L.P., its General Partner By Richard C. Blum & Associates, Inc., its By Richard C. Blum & General Partner Associates, Inc., its General Partner By /s/ Donald S. Scherer ________________________ By /s/ Donald S. Scherer Donald S. Scherer, _______________________ Secretary Donald S. Scherer, Secretary RICHARD C. BLUM & ASSOCIATES, INC. THE CARPENTERS PENSION TRUST FOR SOUTHERN CALIFORNIA By /s/ Donald S. Scherer INSURANCE COMPANY SUPPORTED __________________________ ORGANIZATION PENSION PLAN Donald S. Scherer, Secretary By Richard C. Blum & Associates, L.P., its Investment Adviser /s/ John H. Steinhart By Richard C. Blum & _____________________________ Associates, Inc., its RICHARD C. BLUM General Partner By John H. Steinhart Attorney-in-Fact By /s/ Donald S. Scherer _______________________ Donald S. Scherer, Secretary CUSIP NO. 252165-10-5 SCHEDULE 13D Page 19 of 23 INDEX TO EXHIBITS Sequentially Item Description Numbered Page Exhibit A Joint Filing Undertaking 18 Exhibit B Letter dated June 14, 1996 from 19 Richard C. Blum & Associates, L.P. to K. Grahame Walker, Chairman and CEO of The Dexter Corporation. CUSIP NO. 252165-10-5 SCHEDULE 13D Page 20 of 23 EXHIBIT A JOINT FILING UNDERTAKING The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-names parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each of such parties. DATED: June 21, 1996 STINSON CAPITAL PARTNERS, L.P. RICHARD C. BLUM & ASSOCIATES, L.P. By Richard C. Blum & Associates, L.P., its General Partner By Richard C. Blum & Associates, Inc., its By Richard C. Blum & General Partner Associates, Inc., its General Partner By /s/ Donald S. Scherer ________________________ By /s/ Donald S. Scherer Donald S. Scherer, ________________________ Secretary Donald S. Scherer, Secretary RICHARD C. BLUM & ASSOCIATES, INC. THE CARPENTERS PENSION TRUST FOR SOUTHERN CALIFORNIA By /s/ Donald S. Scherer INSURANCE COMPANY SUPPORTED _______________________________ ORGANIZATION PENSION PLAN Donald S. Scherer, Secretary By Richard C. Blum & Associates, L.P., its Investment Adviser /s/ John H. Steinhart By Richard C. Blum & _______________________________ Associates, Inc., its RICHARD C. BLUM General Partner By John H. Steinhart By /s/ Donald S. Scherer Attorney-in-Fact ________________________ Donald S. Scherer, Secretary CUSIP NO. 252165-10-5 SCHEDULE 13D Page 21 of 23 EXHIBIT B Richard C. Blum & Associates, L.P. 909 Montgomery Street, Suite 400 San Francisco, CA 94133-4625 ----- June 14, 1996 K. Grahame Walker Chairman and CEO The Dexter Corporation One Elm Street Windsor Locks, CT 06096 Dear Grahame: As a follow up to our letters dated October 18, 1995 and January 3, 1996, we continue to believe that Dexter has a unique opportunity to monetize its Life Technologies holding and use the proceeds to repurchase Dexter stock. Our calculations show that Dexter could create a permanent 15% increase in its earnings per share and a 50% increase in available cash flow per share (as compared to maintaining the status quo) by monetizing Life Technologies and repurchasing Dexter stock. To summarize our previous correspondence: . We view Dexter as consisting of i) a collection of operating businesses over which the Dexter management exercises day-to-day control (Dexter's Core Businesses), and ii) a large passive investment in another publicly- traded company (Life Technologies) that operates independent of Dexter's Core Businesses and provides no synergies to the Dexter Core Businesses. . We believe Dexter's Core Businesses are poised for meaningful margin improvement. Our views are supported by your public statements over the last year, and the substantial investment that Dexter has made in the Core Businesses over the last five years ($152 million in capital spending and $176 million in R&D spending -- totaling $13.50 per Dexter share). . We believe that the valuation of Life Technologies is penalized due to dexter's 55% majority ownership, and the remaining outstanding shares constitute too small a market float to command Wall Street's attention. We believe that Life Technologies could command a significantly higher valuation if it were an independent public company or if it were sold in a private transaction. CUSIP NO. 252165-10-5 SCHEDULE 13D Page 22 of 23 K. Grahame Walker The Dexter Corporation June 14, 1996 Page Two Based on Dexter's current portfolio configuration and the expected performance of its Core Businesses, we are advocates of you: . Monetizing Dexter's passive investment in Life Technologies on a tax deferred basis through the issuance of either a convertible debenture or a similar security, and . Using the proceeds from the convertible debenture or similar instrument to effect a 9 million share repurchase of Dexter stock at a premium to its current trading price. We believe there are both quantifiable and intangible benefits that will accrue to the Dexter shareholders if Dexter pursues such a transaction, including: . A permanent increase in earnings per share of approximately 15% (Dexter earnings per share in 1999 should be $4.10 after completing the transaction, compared to $3.55 if you maintain the current structure); . An increase in cash flow per share (defined as net income plus depreciation and amortization minus undistributed earnings in consolidated subsidiaries) of approximately 50% on a permanent basis; . A capital structure that magnifies the returns to shareholders to the extent that Dexter management is able to meet or beat their publicly stated goals for sales growth and operating income margin improvement. . A public statement by Dexter management that they are prepared to be judged and paid based solely on the performance of the businesses over which they exercise meaningful managerial control. We understand your desire to hold what has been a profitable investment. Unfortunately, holding this investment means that you are foregoing the greater opportunity to re-invest in your core business in advance of its expected performance improvement. Although Life Technologies is a wonderful business, your investment provides the Dexter shareholders with nothing more than passive exposure to a business they can buy for themselves in the public stock market; no Dexter shareholder can replicate for themselves the benefits of the transaction that we have described. With no strategic fit or synergies between Dexter's Core Businesses and Life Technologies, the question is not "whether" you should monetize Life Technologies but "when." We believe now is the optimal time to monetize Life Technologies because you CUSIP NO. 252165-10-5 SCHEDULE 13D Page 23 of 23 have a well-understood, low-risk alternative investment opportunity in the form of your own stock. The opportunity to dramatically shrink your share base in advance of substantial improvement in your Core Businesses won't be present forever, and we hope you will consider this idea once again. Best Regards, /s/ Jeff Ubben /s/ Sandy Dean Jeff Ubben Sandy Dean Managing Director Managing Director -----END PRIVACY-ENHANCED MESSAGE-----