-----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, BFiVWeU5UV0vspg/32Rk0AGMqKLrnOj5ryGcg3sQo7qIfCxTlKGpZlQKldDVX9D8 c0vRmY+MfjZlSI0zkzbYEA== /in/edgar/work/20000616/0000909518-00-000399/0000909518-00-000399.txt : 20000919 0000909518-00-000399.hdr.sgml : 20000919 ACCESSION NUMBER: 0000909518-00-000399 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000616 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DEXTER CORP CENTRAL INDEX KEY: 0000028582 STANDARD INDUSTRIAL CLASSIFICATION: [2851 ] IRS NUMBER: 060321410 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: SEC FILE NUMBER: 001-05542 FILM NUMBER: 656600 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL SPECIALTY PRODUCTS INC /NEW/ CENTRAL INDEX KEY: 0001026738 STANDARD INDUSTRIAL CLASSIFICATION: [2860 ] IRS NUMBER: 510376469 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 818 WASHINGTON STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 2016283520 FORMER COMPANY: FORMER CONFORMED NAME: ISP HOLDINGS INC DATE OF NAME CHANGE: 19961126 DFAN14A 1 0001.txt AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 16, 2000 ================================================================================ SCHEDULE 14A INFORMATION Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934. Filed by the Registrant [__] Filed by a Party other than the Registrant [X] Check the appropriate box: [__] Preliminary Proxy Statement [__] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6 (e) (2)) [__] Definitive Proxy Statement [X ] Definitive Additional Materials [__] Soliciting Material Under Rule 14a-12 DEXTER CORPORATION - -------------------------------------------------------------------------------- (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) INTERNATIONAL SPECIALTY PRODUCTS INC. ISP INVESTMENTS INC. - -------------------------------------------------------------------------------- (NAME OF PERSON (S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT) PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX): [X] No fee required. [_] Fee computed on table below per Exchange Act Rules 14a-6(I) (1) and 0-11. 1) Title of each class of securities to which transaction applies: ------------------------------------------------------------- 2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------- 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------- NY2:\875649\01\$RNL01!.DOC\54104.0016 5) Total fee paid: ------------------------------------------------------------- [_] Fee paid previously with preliminary materials: ------------------------------------------------------------- [_] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. 1) Amount previously paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: ================================================================================ INFORMATION CONCERNING INTERNATIONAL SPECIALTY PRODUCTS INC. AND OTHER PARTICIPANTS IN THE SOLICITATION Information is being given herein for (i) International Specialty Products Inc., a Delaware corporation ("ISP"), (ii) ISP Investments Inc., a Delaware corporation ("ISP Investments" and together with ISP, the "Proponents"), (iii) Samuel J. Heyman, a natural person and nominee for the Board of Directors of the Company, (iv) Sunil Kumar, a natural person and nominee for the Board of Directors of the Company, (v) Philip Peller, a natural person and nominee for the Board of Directors of the Company, (vi) Alan Meckler, a natural person and nominee for the Board of Directors of the Company, (vii) Dan Ogden, a natural person and nominee for the Board of Directors of the Company, (viii) Morrison DeSoto Webb, a natural person and nominee for the Board of Directors of the Company, (ix) Robert Englander, a natural person and nominee for the Board of Directors of the Company, (x) John Droney, a natural person and nominee for the Board of Directors of the Company, (xi) Anthony T. Kronman, a natural person and nominee for the Board of Directors of the Company, (xii) Vincent Tese, a natural person and nominee for the Board of Directors of the Company, (xiii) Randall Lay, Executive Vice President and Chief Financial Officer of ISP ("Lay"), (xiv) Richard A. Weinberg, Executive Vice President, General Counsel and Secretary of ISP ("Weinberg"), (xv) Susan B. Yoss, Senior Vice President and Treasurer of ISP ("Yoss"), (xvi) Christopher Nolan, Vice President-Corporate Development and Investor Relations of ISP ("Nolan"), (xvii) Jared Landaw, Vice President-Law of ISP ("Landaw"), (xviii) Ben Stoller, Manager-Corporate Finance of ISP ("Stoller"), (xix) Justin Topilow, Associate - Corporate Finance of ISP ("Topilow"), (xx) William A. Willis, Consultant for ISP ("Willis"), and (xxi) Ben Stefanelli, Legal Assistant at ISP ("Stefanelli" and together with Lay, Weinberg, Yoss, Nolan, Landaw, Stoller, Topilow and Willis, the "ISP Participants"), who are each a "participant in a solicitation" as defined under the proxy rules (collectively, the "Participants"). Information is also given for each of the entities listed on Schedule A to this Annex VIII, each of which is an "associate", as defined under the proxy rules, of the Proponents. Each of ISP and ISP Investments is a Delaware corporation. Each of ISP and ISP Investments has its principal place of business at 300 Delaware Avenue, Wilmington, Delaware 19801. The business address of each of the ISP Participants is c/o ISP Management Company, Inc., 1361 Alps Road, Wayne, New Jersey 07470. The address of each of the entities listed on Schedule A to this Annex VIII is c/o ISP Management Company, Inc., 1361 Alps Road, Wayne, New Jersey 07470. The Participants may be deemed to have beneficial ownership of Dexter Common Stock and the common stock, par value $.01 per share ("LTI Common Stock"), of Life Technologies, Inc. ("LTI") as set forth immediately below. Except as set forth below, no associates of any of the Participants owns any Dexter Common Stock or LTI Common Stock. NY2:\923340\01\JSGC01!.DOC\54104.0016 1
NUMBER OF SHARES OF APPROXIMATE MARGIN DEXTER'S NUMBER OF SHARES INDEBTEDNESS WITH RESPECT NAME COMMON STOCK OF LTI'S COMMON STOCK TO COMMON STOCK - ---- ------------ --------------------- --------------- ISP Investments Inc. 2,299,200 3,384,600 (5) (direct ownership)(1) (direct/indirect ownership)(2)(3) ISP Opco Holdings Inc. 2,299,200 3,384,600 (5) (indirect ownership)(1) (indirect ownership)(2)(3) ISP Ireland 0 452,000 (5) (direct ownership)(3) International Specialty 2,299,200 3,506,270 (5) Products Inc. (indirect ownership)(1) (direct/indirect ownership)(2)(3)(4) Samuel J. Heyman 2,299,200 3,506,270 (5) (indirect ownership)(1) (indirect ownership)(2)(3)(4) Sunil Kumar 0 0 $0 Philip Peller 0 0 $0 Alan Meckler 0 0 $0 Dan Ogden 0 0 $0 Morrison DeSoto Webb 0 0 $0 Robert Englander 0 0 $0 John Droney 0 0 $0 Anthony T. Kronman 0 0 $0 Vincent Tese 0 0 $0 2 Randall Lay 0 0 $0 Richard A. Weinberg 0 0 $0 Susan B. Yoss 0 0 $0 Christopher Nolan 0 0 $0 Jared Landaw 0 0 $0 Ben Stoller 0 0 $0 Justin Topilow 0 0 $0 William A. Willis 0 0 $0 Ben Stephanelli 0 0 $0
(1) ISP Investments (through ISP Investments Grantor Trust) has the sole power to vote, direct the voting of, dispose of and direct the disposition of the Dexter Common Stock. ISP Opco Holdings Inc. ("ISP Opco"), by virtue of its indirect ownership of all of the outstanding capital stock of ISP Investments, may be deemed to own beneficially (solely for purposes of Rule 13d-3) the Dexter Common Stock owned by ISP Investments. International Specialty Products Inc. ("ISP"), by virtue of its ownership of all of the outstanding common stock of ISP Opco, may be deemed to own beneficially (solely for purposes of Rule 13d-3) the Dexter Common Stock owned by ISP Investments. Mr. Heyman, by virtue of his beneficial ownership (as defined in Rule 13d-3) of approximately 76% of the capital stock of ISP, may be deemed to own beneficially (solely for purposes of Rule 13d-3) the Dexter Common Stock owned by ISP Investments. (2) ISP Investments (directly and through ISP Investments Grantor Trust) has the sole power to vote, direct the voting of, dispose of and direct the disposition of 2,932,600 shares of LTI Common Stock. ISP Opco, by virtue of its indirect ownership of all of the outstanding capital stock of ISP Investments, may be deemed to own beneficially (solely for purposes of Rule 13d-3) all of the LTI Common Stock owned by ISP Investments. ISP, by virtue of its ownership of all of the outstanding common stock of ISP Opco, may be deemed to own beneficially (solely for purposes of Rule 13d-3) the LTI Common Stock owned by ISP Investments. Mr. Heyman, by virtue of his beneficial ownership (as defined in Rule 13d-3) of approximately 76% of the capital stock of ISP, may be deemed to own beneficially (solely for purposes of Rule 13d-3) the LTI Common Stock owned by ISP Investments. (3) ISP Ireland has the sole power to vote, direct the voting of, dispose of and direct the disposition of 452,000 shares of LTI Common Stock. ISP Investments, by virtue of its indirect ownership of all of the outstanding capital stock of ISP Ireland, may be deemed to own beneficially (solely for purposes of Rule 13d-3) all of the LTI Common Stock owned by ISP Ireland. ISP Opco, by virtue of its indirect ownership of all of the outstanding capital stock of ISP Investments, may be deemed to own beneficially (solely for purposes of Rule 13d-3) all of the LTI Common Stock owned by ISP Ireland. ISP, by virtue of its ownership of all of the outstanding common stock of ISP Opco, may be deemed to own beneficially (solely for purposes of Rule 13d-3) the LTI Common Stock owned by ISP Ireland. Mr. Heyman, by virtue of his beneficial ownership (as defined in Rule 13d-3) of approximately 76% of the capital stock of ISP, may be deemed to own beneficially (solely for purposes of Rule 13d-3) the LTI Common Stock owned by ISP Ireland. 3 (4) ISP has the sole power to vote, direct the voting of, dispose of and direct the disposition of 121,670 shares of LTI Common Stock. Mr. Heyman, by virtue of his beneficial ownership (as defined in Rule 13d-3) of approximately 76% of the capital stock of ISP, may be deemed to own beneficially (solely for purposes of Rule 13d-3) the LTI Common Stock owned by ISP. (5) In the ordinary course of its business, ISP Investments Inc. purchases securities for its investment portfolio with funds obtained from the working capital of ISP Investments, loans from affiliates and borrowings pursuant to standard margin arrangements. Because the securities from multiple investments are pooled in one account, the amount of margin indebtedness incurred by ISP in connection with its purchases of Dexter Common Stock, which purchases were numerous and made over many months, is impossible to determine with any degree of certainty. Other than as set forth immediately below, to the best of the knowledge of the Participants and their associates, none has been, within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of Dexter, including but not limited to joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profits, division of losses or profits, or the giving or withholding of proxies: On November 25, 1998, ISP entered into an agreement (the "Group Agreement") with certain other persons with respect to such parties' ownership of LTI Common Stock. Pursuant to the terms of the Group Agreement, ISP and the other parties thereto agreed (i) not to sell or otherwise dispose of any shares of LTI Common Stock unless all of the parties mutually agreed (subject to certain exceptions), (ii) to bear its own costs and expenses incurred in connection with its ownership of LTI Common Stock, the Group Agreement or any transactions entered into pursuant to the Group Agreement (subject to certain exceptions for expenses incurred for the benefit of all the parties thereto), (iii) to join with ISP in a Schedule 13D filing and any required amendments thereto and (iv) not to enter into any other contract, arrangement, understanding or relationship with any other person with respect to the equity securities of LTI. The initial Group Agreement provided for a term of six months, but subsequent agreements were entered into ultimately extending the term through September 30, 2000 for all but one of the original members of the group. No Participant or associate owns any securities of the Company of record but not beneficially. Neither ISP nor ISP Investments has any special arrangements with any of the ISP Participants in connection with this proxy solicitation. None of the Participants and none of their associates has any arrangement or understanding with any person with respect to (i) any future employment with Dexter or (ii) any future transactions to which Dexter or any of its affiliates may be a party, except as set forth in the letter, dated December 14, 1999, from Mr. Heyman to Dexter's Chairman and Chief Executive Officer, in which ISP proposed to purchase all of Dexter's outstanding Common Stock for $45 per share in a merger transaction, which proposal was subsequently rejected by Dexter's Board by correspondence dated December 23, 1999. No family relationships exist among the Proponents' nominees or between any Dexter director or executive officer and any of the Proponents' nominees. 4 The following is a summary of all transactions in Dexter securities by the Participants over the last two years. DATE OF TRANSACTION NATURE OF TRANSACTION NUMBER OF SHARES - -------------------------------------------------------------------------- 09/15/98 Buy 37,000 09/17/98 Buy 440,000 09/21/98 Buy 64,700 09/23/98 Buy 5,400 09/25/98 Buy 10,000 09/30/98 Buy 10,600 10/01/98 Buy 100 10/02/98 Buy 25,000 10/05/98 Buy 600 10/06/98 Buy 14,200 10/07/98 Buy 18,400 10/09/98 Buy 55,500 10/16/98 Buy 169,100 10/19/98 Buy 75,000 11/11/98 Buy 47,500 11/12/98 Buy 69,600 12/01/98 Sell (50,000) 12/02/98 Sell (25,000) 12/04/98 Buy 106,500 12/09/98 Buy 11,600 12/10/98 Buy 15,600 12/11/98 Buy 18,500 12/14/98 Buy 14,000 12/15/98 Buy 6,000 02/17/99 Buy 5,000 03/31/99 Buy 7,500 05/07/99 Sell (25,000) 05/13/99 Buy 10,000 05/14/99 Buy 20,000 05/17/99 Buy 17,100 05/18/99 Buy 21,600 05/19/99 Buy 2,500 5 05/21/99 Buy 10,000 05/24/99 Buy 11,400 05/25/99 Buy 20,500 05/26/99 Buy 20,000 05/27/99 Buy 19,000 05/28/99 Buy 2,000 06/01/99 Buy 19,000 06/02/99 Buy 22,500 06/03/99 Buy 6,200 06/07/99 Buy 5,500 06/08/99 Buy 1,900 06/09/99 Buy 31,500 06/10/99 Buy 1,300 06/15/99 Buy 10,000 06/24/99 Sell (25,000) 07/13/99 Sell (2,900) 07/22/99 Buy 9,600 07/23/99 Buy 5,000 07/26/99 Buy 4,700 07/28/99 Buy 7,700 08/03/99 Sell (6,300) 08/05/99 Buy 3,500 08/06/99 Sell (3,500) 08/09/99 Buy 248,400 08/10/99 Buy 11,400 08/11/99 Buy 12,700 08/19/99 Sell (5,300) 08/20/99 Buy 56,000 08/23/99 Buy 94,900 08/24/99 Buy 28,900 08/25/99 Buy 12,300 08/27/99 Buy 12,000 08/30/99 Buy 13,000 08/31/99 Buy 7,500 09/03/99 Buy 84,300 09/07/99 Buy 48,600 09/08/99 Buy 9,900 09/13/99 Sell (1,000) 09/14/99 Sell (1,400) 09/15/99 Sell (2,000) 09/17/99 Buy 46,300 09/20/99 Buy 76,000 09/21/99 Buy 31,400 09/22/99 Buy 15,000 6 09/23/99 Buy 34,000 09/24/99 Buy 47,600 09/27/99 Buy 46,500 ----------------- 2,299,200 ================= 7 SCHEDULE A TO ANNEX VIII Associates of International Specialty Products Inc. --------------------------------------------------- ISP Opco Holdings Inc. Belleville Realty Corp. ISP Alginates Inc. ISP Management Company, Inc. ISP Chemicals Inc. ISP Minerals Inc. ISP Technologies Inc. ISP Mineral Products Inc. ISP Environmental Services Inc. Bluehall Incorporated ISP Realty Corporation ISP Real Estate Company, Inc. International Specialty Products Funding Corporation ISP Newark Inc. ISP Van Dyk Inc. ISP Fine Chemicals Inc. ISP Freetown Fine Chemicals Inc. Verona Inc. ISP Global Technologies Inc. ISP International Corp. ISP Marl Holdings GmbH ISP Holdings (U.K.) Ltd. ISP Ireland ISP (Puerto Rico) Inc. ISP Marl Gmbh ISP Acetylene Gmbh ISP Alginates (U.K.) Ltd. ISP (Great Britain) Co. Ltd. ISP Andina, C.A. ISP Argentina S.A. ISP Asia Pacific Pte Ltd. ISP (Australasia) Pte Ltd. ISP (Belgium) N.V. ISP (Belgium) International N.V. ISP do Brasil Ltda. ISP (Canada) Inc. ISP Ceska Republika Spol S.R.O. ISP (China) Limited ISP Colombia Ltda. ISP Freight Service N.V. 8 ISP Global Operations (Barbados) Inc. ISP Global Technologies (Belgium) S.A. ISP Global Technologies (Germany) Holding Gmbh ISP Customer Service Gmbh ISP Global Technologies Deutschland Gmbh International Specialty Products ISP (France) S.A. ISP (Hong Kong) Limited ISP (Italia) S.r.l. ISP (Japan) Ltd. ISP (Korea) Limited ISP Mexico, S.A. de C.V. ISP (Norden) A.B. ISP (Osterreich) G.m.b.h. ISP (Polska) Sp.z. o.p. ISP Sales (Barbados) Inc. ISP Sales (U.K.) Limited ISP (Singapore) Pte Ltd. ISP (Switzerland) A.G. ISP (Thailand) Co., Ltd. Chemfields Pharmaceuticals Private Limited Kelp Industries Pty Ltd Arramara Teoranta Thorverk Hf 9 -----END PRIVACY-ENHANCED MESSAGE-----