-----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, NSS0RTZIu0dVfiKYXV0j5Itvv1LEQT9tHfL6U1mfGwjHFlRqgpGEBdOwO8EHrpfL FgiUKDYAOmu8R0UWzM/AsA== /in/edgar/work/20000626/0000909518-00-000417/0000909518-00-000417.txt : 20000920 0000909518-00-000417.hdr.sgml : 20000920 ACCESSION NUMBER: 0000909518-00-000417 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000626 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: 660626 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 26, 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 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: ================================================================================ FOR IMMEDIATE RELEASE CONTACT: Monday, June 26, 2000 Edward G. Novotny & Associates, Inc. (212) 490-2065/2977 ISP COMMENCES TENDER OFFER TO ACQUIRE DEXTER CORPORATION FOR $45 PER SHARE IN CASH WAYNE, NJ - International Specialty Products Inc. (NYSE - "ISP") announced today that it is commencing, through its ISP Acquisition Corp. subsidiary, a tender offer for all of the outstanding shares, including the associated preferred stock purchase rights (the "Rights"), of Dexter Corporation (NYSE - "DEX") at a price of $45 per share in cash. ISP presently owns 9.91% of the outstanding shares of Dexter. Following the completion of the tender offer, ISP Acquisition Corp. intends to consummate a second-step merger in which all remaining Dexter shareholders will receive the same cash price paid in the tender offer. ISP has received a commitment from The Chase Manhattan Bank in the amount of $1.775 billion to, among other things, fund the purchases pursuant to the tender offer and the second-step merger. The tender offer is scheduled to expire at midnight, New York City time, on July 24, 2000, unless the offer is extended. ISP's Chairman, Samuel J. Heyman, stated, "We believe our offer to be a full and fair one and in the best interests of Dexter's shareholders. Dexter's piecemeal liquidation approach is, in our opinion, seriously flawed because it fails to deliver a transaction designed to realize the value of Dexter's interest in Life Technologies, Inc. What Dexter has failed to inform its shareholders is that the sales of the chemicals businesses announced last week were the easy part. Dexter shareholders should know that a substantial portion of the proceeds from the two sales will be absorbed by taxes, debt repayment, 'golden parachute' payments, and other transaction costs." NY2:\926074\01 The tender offer is conditioned upon, among other things: (a) there being validly tendered, and not withdrawn before the expiration of the offer, shares of common stock of Dexter that, when added to the shares already beneficially owned by ISP, would represent at least two-thirds of the outstanding Dexter shares on a fully diluted basis; (b) that Dexter's Board redeem the Rights, or ISP is satisfied in its sole discretion that the rights have been invalidated or are otherwise inapplicable to the offer and the second-step merger; (c) that Dexter's Board approve the acquisition of shares by ISP Acquisition Corp. in the offer and the second-step merger for purposes of Sections 33-841 and 33-844 of the Connecticut Business Corporation Act so that ISP Acquisition Corp. can consummate the proposed second-step merger as soon as practicable following consummation of the offer; (d) that Dexter has not sold or disposed of, or entered into any agreement to sell, any assets of Dexter or its subsidiaries outside the ordinary course of business, including, without limitation, any shares of any subsidiaries of Dexter (such as Life Technologies, Inc.), and upon termination of any agreements which Dexter has entered into with respect to the sale or disposition of such assets and, in the sole determination of ISP, that no material termination fees or other liabilities shall have been incurred in connection therewith; (e) that ISP Acquisition Corp. has available borrowings of $1.775 billion to, among other things, purchase shares in the tender offer and the second-step merger, on the terms set forth in the senior credit facilities commitment letter issued by The Chase Manhattan Bank; and (f) that Dexter's Board agrees to cause a majority of the Board of Directors to be composed of representatives of ISP immediately following consummation of the tender offer. Chase Securities Inc. is the Dealer Manager for the offer. Innisfree M&A Incorporated is the Information Agent for the offer and can be contacted at (888) 750-5834 with any questions relating to the offer. * * * * International Specialty Products Inc. is a leading multinational manufacturer of specialty chemicals and mineral products. ISP HAS FILED A FINAL, DEFINITIVE PROXY STATEMENT WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION RELATING TO ISP'S SOLICITATION OF PROXIES FROM THE SHAREHOLDERS OF DEXTER CORPORATION FOR USE AT DEXTER'S 2000 ANNUAL MEETING. ISP STRONGLY ADVISES ALL DEXTER SHAREHOLDERS TO READ THE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION. THE PROXY STATEMENT HAS BEEN MAILED TO ALL OWNERS OF DEXTER COMMON STOCK AS OF THE MAY 15 RECORD DATE AND IS AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP:\\WWW.SEC.GOV. DEXTER SHAREHOLDERS MAY ALSO OBTAIN THE PROXY STATEMENT FOR FREE FROM INNISFREE M&A INCORPORATED, BY CALLING (888) 750-5834. 2 ISP IS FILING AN OFFER TO PURCHASE AND A LETTER OF TRANSMITTAL WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION RELATING TO ISP'S OFFER TO PURCHASE ALL OUTSTANDING SHARES OF COMMON STOCK OF DEXTER CORPORATION. ISP STRONGLY ADVISES ALL DEXTER SHAREHOLDERS TO READ THE OFFER TO PURCHASE AND LETTER OF TRANSMITTAL WHEN THEY ARE AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION RELATING TO THE OFFER. THESE DOCUMENTS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT HTTP:\\WWW.SEC.GOV AND MAY BE OBTAINED FOR FREE FROM INNISFREE M&A INCORPORATED, BY CALLING (888) 750-5834. This press release may contain "forward looking statements" within the meaning of the federal securities laws with respect to the Company's financial results and future operations and, as such, concerns matters that are not historical facts. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in such statements. Important factors that could cause such differences are discussed in the Company's Annual Report on Form 10-K, that is filed with the U.S. Securities and Exchange Commission and are incorporated herein by reference. 3 -----END PRIVACY-ENHANCED MESSAGE-----