-----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, FtHnuLmQbbavBSsFQbLExzyBG6FoUPg22BD8K2E/GV/JzfeLJwwp6N/PDKe40giZ jCkRzaoGnN/JZ0BDhSW7/w== /in/edgar/work/0000909518-00-000442/0000909518-00-000442.txt : 20000713 0000909518-00-000442.hdr.sgml : 20000713 ACCESSION NUMBER: 0000909518-00-000442 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000712 GROUP MEMBERS: INTERNATIONAL SPECIALTY PRODUCTS INC /NEW/ GROUP MEMBERS: ISP ACQUISITION CORP. 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: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-11068 FILM NUMBER: 671537 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: SC TO-T/A 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 SC TO-T/A 1 0001.txt ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- SCHEDULE TO (RULE 14D-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) DEXTER CORPORATION - -------------------------------------------------------------------------------- (Name of Subject Company (Issuer)) ISP ACQUISITION CORP. (OFFEROR) an indirect wholly-owned subsidiary of INTERNATIONAL SPECIALTY PRODUCTS INC. - -------------------------------------------------------------------------------- (Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person)) Common Stock, par value $1.00 per share, together with associated Rights to Purchase Fractional Units of Preferred Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 252165105 - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Richard A. Weinberg, Esq. c/o ISP Management Company, Inc. 1361 Alps Road Wayne, New Jersey 07470 (973) 628-4000 COPY TO: Stephen E. Jacobs, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 (212) 310-8320 - -------------------------------------------------------------------------------- (Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) CALCULATION OF FILING FEE - -------------------------------------- ---------------------------------------- Transaction Valuation* Amount of Filing Fee $1,060,424,400 $191,392.10 - -------------------------------------- ---------------------------------------- NY2:\930545 *Estimated for purposes of calculating the amount of the filing fee only. The amount assumes the purchase of (i) 23,195,118 shares of common stock of Dexter Corporation outstanding as of May 15, 2000 and (ii) 369,868 shares of common stock of Dexter Corporation subject to options as of December 31, 1999 (less 2,299,200 shares of common stock of Dexter Corporation owned by an affiliate of the Offeror), at a price per share of $45.00 in cash. The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of the transaction value. [X] Check the box if any part of the fee is offset as provided by Rule 0-11(a) (2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $191,392.10 Filing Party: International Specialty Products Inc. Form or Registration No.: Schedule TO Date Filed: June 26, 2000 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer: Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [X] 2 SCHEDULE TO This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO ("Schedule TO") originally filed with the Securities and Exchange Commission on June 26, 2000 by International Specialty Products Inc., a Delaware corporation ("ISP"), and ISP Acquisition Corp., a Delaware corporation ("Purchaser") and an indirect wholly-owned subsidiary of ISP. The Schedule TO relates to the offer by Purchaser to purchase all of the outstanding shares of common stock, par value $1.00 per share (the "Common Stock"), of Dexter Corporation, a Connecticut corporation, and the associated rights to purchase fractional units of Preferred Stock of Dexter (the "Rights" and, together with the Common Stock, the "Shares"), at a purchase price of $45 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 26, 2000 and in the related Letter of Transmittal (which, together with any supplements or amendments, collectively constitute the "Offer"), copies of which are filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. The item numbers and response thereto below are in accordance with the requirements of Schedule TO. ITEM 11. ADDITIONAL INFORMATION. On July 11, 2000, ISP issued a press release announcing the termination of the Offer. A copy of the press release is filed as Exhibit (a)(1)(G)(b) hereto and is incorporated herein by reference. ITEM 12. EXHIBITS. Item 12 is hereby amended and supplemented with the following information: Exhibit (a)(1)(G)(b): Press release issued by ISP, dated July 11, 2000. 3 SIGNATURES After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. ISP ACQUISITION CORP. By: /s/ Randall R. Lay ------------------------------------------- Name: Randall R. Lay Title: Executive Vice President and Chief Financial Officer INTERNATIONAL SPECIALTY PRODUCTS INC. By: /s/ Randall R. Lay ------------------------------------------- Name: Randall R. Lay Title: Executive Vice President and Chief Financial Officer Dated: July 12, 2000 4 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ---------- ----------- (a) (1) (A)* Offer to Purchase, dated June 26, 2000. (a) (1) (B)* Letter of Transmittal. (a) (1) (C)* Notice of Guaranteed Delivery. (a) (1) (D)* Form of letter from Chase Securities Inc. to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. (a) (1) (E)* Form of letter to clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. (a) (1) (F)* Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(1)(G)* Press release issued by International Specialty Products Inc., dated June 26, 2000, announcing the commencement of the Offer. (b) Press release issued by International Specialty Products Inc., dated July 11, 2000, announcing the termination of the Offer. (a)(1)(H)* Summary Advertisement, dated June 26, 2000, appearing in the New York Times. (b)* Commitment Letter, dated June 20, 2000, among The Chase Manhattan Bank, Chase Securities Inc. and ISP Opco Holdings Inc. (d)* Confidentiality Agreement, dated February 22, 2000, between Dexter Corporation and International Specialty Products Inc. (g) Not applicable. - -------------------- * Previously filed. 5 EX-99 2 0002.txt EXHIBIT (a)(1)(G)(b) -------------------- 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- 6 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. 7 -----END PRIVACY-ENHANCED MESSAGE-----