-----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, DkRKxu9fYxjG/QZuPUqcH+d6btpBJbrnWM0Sh4bKXPY9UOn+k/4S6pHhJQFqpNMX 9xyqZi2I7Yx00Y6rFx1fLg== /in/edgar/work/0000909518-00-000438/0000909518-00-000438.txt : 20000712 0000909518-00-000438.hdr.sgml : 20000712 ACCESSION NUMBER: 0000909518-00-000438 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000711 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: 671091 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 JULY 11, 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:\928391/01/54104.0016 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: ================================================================================ FOR IMMEDIATE RELEASE CONTACT: Tuesday, July 11, 2000 Edward G. Novotny & Associates, Inc. (212) 490-2065/2977 INTERNATIONAL SPECIALTY PRODUCTS -------------------------------- TERMINATES DEXTER TENDER OFFER; NO LONGER INTENDS TO SUBMIT ----------------------------------------------------------- PROPOSALS AT DEXTER'S JULY 14TH ANNUAL MEETING ---------------------------------------------- WAYNE, NJ -- International Specialty Products Inc. (NYSE: "ISP") announced today that it is terminating its tender offer for all outstanding shares of Dexter Corporation (NYSE: "DEX") for $45 per share in cash in light of Dexter's agreement with Invitrogen Corp. (NASDAQ: "IVGN"), in which Invitrogen would acquire Dexter and all of the outstanding shares of its 75% owned subsidiary Life Technologies for $1.9 billion in Invitrogen stock and cash. In addition, ISP no longer intends to submit its proposals to elect its nominees for directorships and adopt certain resolutions at Dexter's July 14th Annual Meeting. Commenting on Dexter's announcement, ISP Chairman Samuel J. Heyman said: "In light of Dexter's announcement of a transaction which should provide Dexter shareholders with value in excess of $45 per share, we have agreed to step aside as previously promised. Should the stated value of the offer be ultimately realized, this will, of course, be a great victory for Dexter shareholders. Pending further review of the transaction and market developments, we will continue to monitor the situation and take whatever action we deem appropriate in the interests of shareholders." * * * * * International Specialty Products Inc. is a leading multinational manufacturer of specialty chemicals and mineral products. - MORE- 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. 2 -----END PRIVACY-ENHANCED MESSAGE-----