-----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, V/GpUiSnaKW3PoY9Tl4gKr9ea3lt9E41vMBOz4l8j7YAMuQ0NW1rNjAwjdeUqXK5 703uqqhBYJNkaB8kuaWRHA== 0000914039-99-000315.txt : 19990630 0000914039-99-000315.hdr.sgml : 19990630 ACCESSION NUMBER: 0000914039-99-000315 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEXTER CORP CENTRAL INDEX KEY: 0000028582 STANDARD INDUSTRIAL CLASSIFICATION: PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODUCTS [2851] IRS NUMBER: 060321410 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-05542 FILM NUMBER: 99655267 BUSINESS ADDRESS: STREET 1: ONE ELM ST CITY: WINDSOR LOCKS STATE: CT ZIP: 06096 BUSINESS PHONE: 8602927675 MAIL ADDRESS: STREET 1: ONE ELM ST CITY: WINDSOR LOCKS STATE: CT ZIP: 06096 11-K 1 11-K 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, 1998 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, 1998 and 1997, which have been prepared in accordance with the financial reporting requirements of ERISA. EXHIBIT
Designation Description Method of Filing - ----------- ----------- ---------------- Exhibit 23 Consent of PricewaterhouseCoopers LLP, Filed with this report Independent Public Accountants
2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, Dexter Corporation, the plan administrator of The Dexter MERIT 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 29, 1999 /s/ Lawrence D. McClure ---------------- --------------------------------- Lawrence D. McClure Dexter Corporation Plan Administrator 3 DEXTER MAGNETIC'S EMPLOYEE RETIREMENT INCOME TRUST PLAN FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997 4 DEXTER MAGNETIC'S EMPLOYEE RETIREMENT INCOME TRUST PLAN INDEX TO FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997 - -------------------------------------------------------------------------------
PAGE ---- Report of Independent Accountants 1 Financial Statements Statement of Net Assets Available for Benefits at December 31, 1998 and 1997 3 Statement of Changes in Net Assets Available for Benefits for the years ended December 31, 1998 and 1997 4 Notes to Financial Statements 5 Supplemental Schedules Line 27(e) - Schedule of Nonexempt Transactions for the year ended December 31, 1998 16
5 REPORT OF INDEPENDENT ACCOUNTANTS To the Participants and Plan Administrator of the Dexter Magnetic's Employee Retirement Income Trust Plan We have audited the accompanying statement of net assets available for plan benefits of Dexter Magnetic's Employee Retirement Income Trust Plan (the "Plan") at December 31, 1998 and 1997, and the related statement of changes in net assets available for plan 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. Except as explained in the following paragraph, 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. As permitted by 29 CFR 2520.103-8 of the Department of Labor's Rule and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, investment assets held by Fleet National Bank, the trustee of the Plan assets during 1997, and transactions in those assets were excluded from the scope of our audit of the Plan's financial statements at and for the year ended December 31, 1997, except for comparing the information provided by the trustee, which is summarized in Note 7, with the related information included in the financial statements. Because of the significance of the information that we did not audit, we are unable to, and do not, express an opinion on the Plan's financial statements at December 31, 1997 and for the year then ended. The form and content of the information included in the 1997 financial statements, other than that derived from the information certified by the trustee, have been audited by us and, in our opinion, are presented in compliance with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. 6 In our opinion, the 1998 financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1998, and changes in its net assets available for benefits for the year then ended in conformity with generally accepted accounting principles. Our audit of the Plan's financial statements at December 31, 1998 and for the year then ended was made for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental schedule of nonexempt transactions for the year ended December 31, 1998 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 for the year ended December 31, 1998, 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 June 8, 1999 Springfield, Massachusetts -2- 7 DEXTER MAGNETIC'S EMPLOYEE RETIREMENT INCOME TRUST PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1998 AND 1997 - -------------------------------------------------------------------------------
1998 1997 ---- ---- ASSETS Investment in Master Trust, at fair value $33,967,216 $26,737,914 Loans to participants -- 357,847 Contributions receivable Employer 1,069,849 1,496,474 Other -- 10,347 ----------- ----------- Total assets 35,037,065 28,602,582 Accrued administrative expenses -- 17,985 ----------- ----------- Net assets available for benefits $35,037,065 $28,584,597 =========== ===========
The accompanying notes are an integral part of these financial statements. -3- 8 DEXTER MAGNETIC'S EMPLOYEE RETIREMENT INCOME TRUST PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 - -------------------------------------------------------------------------------
1998 1997 ---- ---- Additions to net assets attributed to Contributions Employer $ 1,069,849 $ 1,496,474 Employee 355,021 -- Interest and dividend income -- 25,648 Net appreciation of the master trusts 6,073,130 4,972,952 ----------- ----------- 7,498,000 6,495,074 ----------- ----------- Deductions from net assets attributed to Benefits paid directly to participants or their beneficiaries 979,885 2,067,528 Administrative expenses 65,635 107,125 Other 12 -- ----------- ----------- 1,045,532 2,174,653 ----------- ----------- Net increase 6,452,468 4,320,421 Net assets available for benefits, beginning of year 28,584,597 24,264,176 ----------- ----------- Net assets available for benefits, end of year $35,037,065 $28,584,597 =========== ===========
The accompanying notes are an integral part of these financial statements. -4- 9 DEXTER MAGNETIC'S EMPLOYEE RETIREMENT INCOME TRUST PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997 - ------------------------------------------------------------------------------- 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 all full-time employees of Dexter Magnetic Technologies, Inc. Formerly, the Permag Corporation's Plan was the Permag Employees Retirement Trust and has now been 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 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 after-tax participant contributions are limited to up 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 interest 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. -5- 10 DEXTER MAGNETIC'S EMPLOYEE RETIREMENT INCOME TRUST PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997 - ------------------------------------------------------------------------------- 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), 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 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% for his or her Company contributions once fully vested. 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. -6- 11 DEXTER MAGNETIC'S EMPLOYEE RETIREMENT INCOME TRUST PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997 - ------------------------------------------------------------------------------- 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 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. 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, the Parent 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 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 are owned by the Trust at December 31, 1998 (approximately ten percent by the Fleet Master Trust at December 31, 1997). In addition to Fleet and 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. -7- 12 DEXTER MAGNETIC'S EMPLOYEE RETIREMENT INCOME TRUST PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997 - ------------------------------------------------------------------------------- At December 31, 1998 and 1997, 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 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 Fleet Master Trust recorded purchases and sales of securities on a settlement date basis. Gain or loss on sales of securities were based on average cost. Dividend income was recorded on the ex-dividend date. 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 statement 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/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 designated 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. -8- 13 DEXTER MAGNETIC'S EMPLOYEE RETIREMENT INCOME TRUST PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997 - ------------------------------------------------------------------------------- 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. RECLASSIFICATION Certain 1997 amounts have been reclassified to conform with the current year presentation. -9- 14 DEXTER MAGNETIC'S EMPLOYEE RETIREMENT INCOME TRUST PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997 - ------------------------------------------------------------------------------- 6. INVESTMENT CONTRACTS WITH INSURANCE COMPANIES VALUATION The MIP II fund of the Fidelity Master Trust, in which the Plan participates, invests in five guaranteed investment contracts (GICs) with insurance companies in 1998 (five in the Fleet Master Trust Fixed Income Fund in 1997). Also included in the MIP II Blend 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 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 year ended December 31, 1998 and 1997 and are presented below:
1998 - ----------------------------------------------------------------------------------------------------------- Contract Value Maturity Crediting Including Fair Issuer Date Interest Rate Accrued Interest Value 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 =========== ===========
1997 - ----------------------------------------------------------------------------------------------------------- Contract Value Maturity Crediting Including Fair Issuer Date Interest Rate Accrued Interest Value 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 06/15/01 6.70 3,107,969 3,170,729 New York Life Insurance and Annuity Corporation 09/15/98 7.00 4,108,467 4,136,796 New York Life Insurance and Annuity Corporation 02/15/00 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 =========== ==========
CONCENTRATION OF CREDIT RISK Of the guaranteed investment contracts included in the MIP II fund, two (three in the fixed income fund in 1997), which were held with two individual insurance companies at December 31, 1998 and 1997 represent concentrations of credit risk. The total contract values held with each company are approximately $6.9 million and $16.5 million, respectively ($6.4 million, $6.3 million and $5.3 million, respectively at December 31, 1997), and represent 11.1% and 26.5%, respectively, (12.7%, 12.5% and 10.5%, respectively, at December 31, 1997), of the total fair value of the MIP II fund (fixed income fund in 1997). The SEI Stable Asset Fund has a contract value, including accrued interest, of approximately $25.4 million ($24.6 million in 1997) and represents 40.8% (48.6% in 1997) of the total fair value of the MIP II fund (fixed income fund in 1997). -10- 15 DEXTER MAGNETIC'S EMPLOYEE RETIREMENT INCOME TRUST PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997 - ------------------------------------------------------------------------------- 7. MASTER TRUST Investments and net appreciation from master trusts for The Dexter Corporation Master Trusts and the Plan's allocable portion at December 31, 1998 and 1997 and for the years then ended are as follows:
Investment in Master Trust ------------------------------------------------------- December 31, 1998 ------------------------------------------------------- Plan's Share of Fidelity Master Trust Fidelity Master Trust --------------------------- ------------------------- Fair Value Cost Fair Value Cost Spartan U.S. Equity Index fund $144,559,480 $136,435,450 $22,672,468 $21,416,650 MIP II 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 ============ ============ =========== ===========
Net Appreciation From Master Trusts ----------------------------------------------- For the Year Ended December 31, 1998 ----------------------------------------------- Fleet Fidelity Plan's Share of Master Trust Master Trust master trusts Spartan U.S. Equity Index fund $ 30,494,147 $ 13,458,797 $ 5,357,697 MIP II 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 ============ ============ ===========
-11- 16 DEXTER MAGNETIC'S EMPLOYEE RETIREMENT INCOME TRUST PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997 - -------------------------------------------------------------------------------
INVESTMENT IN FLEET MASTER TRUST ------------------------------------------------------ December 31, 1997 ------------------------------------------------------ Plan's Share of Fleet Master Trust Fleet Master Trust --------------------------- ------------------------ Fair Value Cost Fair Value Cost Equity fund $151,553,887 $109,123,219 $18,235,229 $13,129,897 Fixed income fund 50,692,638 50,692,638 Dexter stock fund 9,255,185 6,240,802 Participant loan fund 3,092,826 3,092,826 Money market fund 1997 (safety of principal fund 1996) 2,610,032 2,610,032 1,264,032 1,264,032 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 7,238,653 7,154,946 Small capital stock fund 4,849,734 4,699,045 International stock fund 6,567,574 6,993,935 ------------ ------------ ----------- ----------- $257,822,308 $212,295,203 $26,737,914 $21,548,875 ------------ ------------ ----------- -----------
NET APPRECIATION FROM FLEET MASTER TRUST -------------------------------- FOR THE YEAR ENDED DECEMBER 31, 1997 -------------------------------- PLAN'S SHARE OF MASTER TRUST MASTER TRUST Equity fund $ 34,850,215 $4,236,274 Fixed income fund 3,452,216 Dexter Corporation stock fund 2,580,658 Participant loan fund 222,688 Money market fund 1997 133,963 77,982 Pension bond fund 2,025,291 Pension fixed fund 529 Permag bond fund 658,696 658,696 Small capital stock fund 595,134 International stock fund (122,116) ------------ ---------- $ 44,397,274 $4,972,952 ============ ==========
INFORMATION CERTIFIED BY TRUSTEE The Plan Administrator had elected the method of compliance permitted by 29 CFR 2520.103-8 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under ERISA for the plan year ended December 31, 1997. Accordingly, Fleet National Bank, the trustee of the Plan assets, certified to the Plan Administrator the completeness and accuracy of the fair value of investments and investment transactions of the Master Trust as of and for the year ended December 31, 1997, and investments in the Master Trust included in the Statement of Net Assets Available for Benefits, net appreciation of the Master Trust included in the Statement of Changes in Net Assets Available for Plan Benefits, and the information contained in Notes 2, 7 and 8 concerning accounting policies and investments. -12- 17 DEXTER MAGNETIC'S EMPLOYEE RETIREMENT INCOME TRUST PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997 - ------------------------------------------------------------------------------- At December 31, 1998, 275 employees were participating in the Plan. Approximate participation by fund as follows:
NUMBER OF PARTICIPANTS U.S. Equity Index fund 243 MIP II Blend fund 268 Dexter Corporation stock fund 31 Participant loan fund 62 Select small cap pool fund 73 Diversified International fund 32 Puritan fund 10 Equity-Income Growth fund 4 Blue Chip Growth fund 37 Emerging Growth fund 27 PIMCO Total Return fund 15
-13- 18 DEXTER MAGNETIC'S EMPLOYEE RETIREMENT INCOME TRUST PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 - ------------------------------------------------------------------------------- 8. AMOUNTS ALLOCABLE TO EACH SEPARATE INVESTMENT FUND The changes in net assets available for plan benefits of the various funds for the year ended December 31, 1998 are as follows:
SPARTAN U. S. Equity Dexter Small Cap Index MIP II Puritan Participant Corporation Selector Fund Fund Loan Fund Stock Fund Fund Additions to net assets attributed to Contributions Employer $ 635,845 $ 225,796 $5,048 $ -- $11,139 $101,853 Employee 184,255 41,096 142 -- 16,154 90,140 Net appreciation of the master trusts 5,357,697 668,082 7 41,392 (834) 3,620 ----------- ---------- ------ -------- ------- -------- 6,177,797 934,974 5,197 41,392 26,459 195,613 Deductions from net assets attributed to Benefits paid directly to participants or their beneficiaries 471,560 508,325 -- -- -- -- Administrative expenses 65,244 375 -- -- 2 12 ----------- ---------- ------ -------- ------- -------- 536,804 508,700 -- -- 2 12 Net transfers (825,978) 364,883 -- 422,823 791 20,965 ----------- ---------- ------ -------- ------- -------- Net addition (deduction) 4,815,015 791,157 5,197 464,215 27,248 216,566 Net assets available for benefits, beginning of year 19,521,390 8,705,360 -- 357,847 -- -- ----------- ---------- ------ -------- ------- -------- Net assets available for benefits, end of year $24,336,405 $9,496,517 $5,197 $822,062 $27,248 $216,566 =========== ========== ====== ======== ======= ========
Diversified Blue Chip Aggressive PIMCO International Equity- Growth Growth Total Fund Income Fund Fund Fund Return Fund Total Additions to net assets attributed to Contributions Employer $21,681 $2,226 $36,453 $20,506 $ 9,302 $ 1,069,849 Employee 19,139 142 2,389 954 610 355,021 Net appreciation of the master trusts 302 7 1,548 1,295 14 6,073,130 ------- ------ ------- ------- ------- ----------- 41,122 2,375 40,390 22,755 9,926 7,498,000 Deductions from net assets attributed to Benefits paid directly to participants or their beneficiaries -- -- -- -- -- 979,885 Administrative expenses 2 -- -- -- -- 65,635 ------- ------ ------- ------- ------- ----------- 2 -- -- -- -- 1,045,520 Net transfers 2,118 -- 8,752 4,095 1,539 (12) ------- ------ ------- ------- ------- ----------- Net addition (deduction) 43,238 2,375 49,142 26,850 11,465 6,452,468 Net assets available for benefits, beginning of year -- -- -- -- -- 28,584,597 ------- ------ ------- ------- ------- ----------- Net assets available for benefits, end of year $43,238 $2,375 $49,142 $26,850 $11,465 $35,037,065 ======= ====== ======= ======= ======= ===========
-14- 19 DEXTER MAGNETIC'S EMPLOYEE RETIREMENT INCOME TRUST PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 - ------------------------------------------------------------------------------- 8. AMOUNTS ALLOCABLE TO EACH SEPARATE INVESTMENT FUND, CONTINUED The changes in net assets available for plan benefits of the various funds for the year ended December 31, 1997 are as follows:
MONEY Permag Market Equity Fund Bond Fund Fund Loan Fund Total Interest and dividend income $ 25,648 $ 25,648 Employer contributions $ 1,047,532 $ 448,942 1,496,474 Net appreciation from Master Trust 4,236,274 658,696 $ 77,982 4,972,952 ----------- ---------- ---------- -------- ----------- Total additions 5,283,806 1,107,638 77,982 25,648 6,495,074 Deductions from net assets attributed to Participants distributions 1,456,133 590,194 21,201 2,067,528 Administrative expenses 106,275 850 107,125 ----------- ---------- ---------- -------- ----------- Total deductions 1,562,408 591,044 21,201 2,174,653 ----------- ---------- ---------- -------- ----------- Net transfers (407,898) 426,612 (18,714) ----------- ---------- ---------- -------- ----------- Net increase (decrease) 3,313,500 1,107,638 (86,450) (14,267) 4,320,421 Net assets available for plan benefits, beginning of year 16,207,890 6,333,890 1,350,282 372,114 24,264,176 ----------- ---------- ---------- -------- ----------- Net assets available for plan benefits, end of year $19,521,390 $7,441,528 $1,263,832 $357,847 $28,584,597 =========== ========== ========== ======== ===========
-15- 20 DEXTER MAGNETIC'S EMPLOYEE RETIREMENT INCOME TRUST PLAN LINE 27e--SCHEDULE OF NONEXEMPT TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1998 - -------------------------------------------------------------------------------
Description Expenses Incurred Current Net Identity of Relationship of Purchase Selling Lease in Connection Cost of Value of Gain Party Involved to Plan Transaction Price Price Rental with Transaction Asset Asset (Loss) Dexter Corporation Administrator Remittance of $13,809 Employee Contributions
-16- 21 Exhibit Index Exhibit 23 - Consent of PricewaterhouseCoopers LLP, Independent Public Accountants EX-23 2 EX-23 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. 333-42663) of our report dated June 8, 1999, on our audits of the financial statements of the Dexter Magnetic's Employee Retirement Income Trust Plan as of December 31, 1998 and 1997 and for the years then ended, which report is included in this Form 11-K for the year ended December 31, 1998. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Springfield, Massachusetts June 29, 1999 -----END PRIVACY-ENHANCED MESSAGE-----