As filed with the Securities and Exchange Commission on December 22, 2000
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTERNATIONAL SPECIALTY PRODUCTS INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 51-0376469
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
300 DELAWARE AVENUE - SUITE 303
WILMINGTON, DELAWARE 19801
(302) 427-5715
(Address, Including Zip Code, and Telephone Number, including Area Code, of
Registrant's Principal Executive Offices)
INTERNATIONAL SPECIALTY PRODUCTS INC.
OLSEN RESTRICTED SHARE PLAN
(Full Title of Plan)
RICHARD A. WEINBERG, ESQ.
C/O ISP MANAGEMENT COMPANY, INC.
1361 ALPS ROAD, WAYNE, NEW JERSEY 07470
(973) 628-3520
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copy to:
MICHAEL E. LUBOWITZ, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
CALCULATION OF REGISTRATION FEE
<TABLE>
===================================================================================================================================
Title of Each Class of Securities to be Amount to be Proposed Maximum Offering Proposed Maximum Amount of
Registered Registered(1) Price Per Share(2) Aggregate Offering Registration Fee
Price(2)
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 80,000 shares $6.38 $510,400 $128
===================================================================================================================================
(1) Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issued to prevent dilution resulting from stock dividends, stock
splits or similar transactions in accordance with Rule 416 under the Securities
Act of 1933.
(2) Estimated pursuant to Rule 457(h) and Rule 457(c), under the Securities Act
of 1933, based upon the average of the high and low prices of the Registrant's
Common Stock as reported on the New York Stock Exchange on December 19, 2000.
===================================================================================================================================
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The following reoffer prospectus filed as part of the Registration
Statement has been prepared in accordance with the requirements of Part I of
Form S-3 and, pursuant to General Instruction C of Form S-8, may be used for
reofferings and resales of International Specialty Products Inc. common stock
previously acquired under the International Specialty Products Inc. Olsen
Restricted Share Plan and any amendments thereto.
<PAGE>
REOFFER PROSPECTUS
------------------
INTERNATIONAL SPECIALTY PRODUCTS INC.
COMMON STOCK (PAR VALUE $.01 PER SHARE)
80,000 SHARES OF INTERNATIONAL SPECIALTY PRODUCTS INC. COMMON STOCK UNDER THE
INTERNATIONAL SPECIALTY PRODUCTS INC. OLSEN RESTRICTED SHARE PLAN
This Prospectus is being used in connection with the offering
from time to time by Stephen R. Olsen who has acquired shares of common stock of
International Specialty Products Inc. pursuant to the International Specialty
Products Inc. Olsen Restricted Share Plan. We will not receive any of the
proceeds from those sales.
The shares of ISP common stock may be sold from time to time
to purchasers directly by Mr. Olsen, as a selling stockholder. Alternatively,
the selling stockholder may sell shares of ISP common stock in one or more
transactions (which may involve one or more block transactions) on the New York
Stock Exchange, in sales occurring in the public market off the NYSE, in
separately negotiated transactions, or in a combination of those transactions.
Each sale may be made either at market prices prevailing at the time of that
sale or at negotiated prices. Some or all of these shares may be sold through
brokers acting on behalf of the selling stockholder or to dealers for resale by
those dealers. In connection with those sales, those brokers or dealers may
receive compensation in the form of discounts or commissions from the selling
stockholder and/or the purchasers of those shares for whom they may act as
broker or agent (which discounts or commissions are not anticipated to exceed
those customary in the types of transactions involved). However, any securities
covered by this Prospectus that qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this
Prospectus. We will pay all expenses of registration incurred in connection with
this offering, but the selling stockholder will pay all brokerage commissions
and other expenses.
The selling stockholder and any dealer participating in the
distribution of any shares of ISP common stock or any broker executing selling
orders on behalf of the selling stockholder may be deemed to be "underwriters"
within the meaning of the Securities Act. In that event, any profit on the sale
of any or all of the shares of ISP common stock sold by them and any discounts
or commissions received by any of those brokers or dealers may be deemed to be
underwriting discounts and commissions under the Securities Act.
Our common stock is traded on the New York Stock Exchange
under the symbol "ISP". On December 19, 2000, the closing price of a share of
our common stock as reported by the NYSE was $6.375 per share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION
NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is December __, 2000.
3
<PAGE>
TABLE OF CONTENTS
Page
----
WHERE YOU CAN FIND MORE INFORMATION...................................4
INTERNATIONAL SPECIALTY PRODUCTS INC..................................6
USE OF PROCEEDS.......................................................6
SELLING STOCKHOLDER...................................................6
PLAN OF DISTRIBUTION..................................................6
EXPERTS...............................................................7
WHERE YOU CAN FIND MORE INFORMATION
Federal securities law requires us to file information with
the Securities and Exchange Commission concerning our business and operations.
Accordingly, we file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference rooms located at 450 Fifth Street, N.W., Washington,
D.C. 20549. You can also do so at the following regional offices of the
Commission:
o Seven World Trade Center, 13th Floor, New York, New York 10048
o Northwest Atrium Center, 5000 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511.
Our SEC filings are also available to the public from the
SEC's web site at: http://www.sec.gov. Copies of these reports, proxy statements
and other information also can be inspected at the offices of the New York Stock
Exchange at 20 Broad Street, New York, NY 10005.
We have filed with the SEC a registration statement on Form
S-8 under the Securities Act. This prospectus, which is a part of the
registration statement, does not include all the information contained in the
registration statement and its exhibits. For further information with respect to
ISP and its common stock, you should consult the registration statement and its
exhibits. Statements contained in this prospectus concerning the provisions of
any documents are summaries of those documents, and we refer you to the document
filed with the SEC for more information. The registration statement and any of
its amendments, including exhibits filed as a part of the registration statement
or an amendment to the registration statement, are available for inspection and
copying as described above.
The SEC allows us to "incorporate by reference" the
information we file with them. This means that we can disclose important
information to you by referring you to the other information we have filed with
the SEC. The information that we incorporate by reference is considered to be
part of this prospectus. Information that we file later with the SEC will
automatically update and supersede this information.
The following documents filed by ISP, including its
predecessors, with the SEC pursuant to the Securities Act of 1933, and the
Securities Exchange Act of 1934 and any future filings under Section 13(a),
13(c), 14 or 15(d) of the Exchange Act made prior to the termination of the
offering are incorporated by reference:
(a) ISP's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999.
(b) ISP's Quarterly Reports on Form 10-Q for the
quarterly periods ended April 2, 2000, July 2, 2000
and October 1, 2000.
(c) The description of ISP's common stock, par value $.01
per share, contained in ISP's Registration Statement
on Form 8-A filed with the Commission on June 21,
1991.
4
<PAGE>
You can request a free copy of the above filings or any
filings subsequently incorporated by reference into this prospectus by writing
or calling us at:
International Specialty Products Inc.
c/o ISP Management Company, Inc.
1361 Alps Road
Wayne, New Jersey 07470
(973) 628-4000
Attention: Corporate Secretary
5
<PAGE>
INTERNATIONAL SPECIALTY PRODUCTS INC.
International Specialty Products Inc. is a leading
multinational manufacturer of specialty chemicals and mineral products. ISP
operates its business exclusively through direct and indirect subsidiaries,
including ISP Opco Holdings Inc., ISP Chemicals Inc., ISP Technologies Inc., ISP
Van Dyk Inc., ISP Fine Chemicals Inc., ISP Freetown Fine Chemicals Inc. and ISP
Alginates Inc.
ISP is a Delaware corporation incorporated in 1996 under the
name ISP Holdings Inc. The principal executive offices of ISP are located at 300
Delaware Avenue, Suite 303, Wilmington, Delaware 19801, and the telephone number
is (302) 427-5715.
USE OF PROCEEDS
ISP will not receive any proceeds from any sales by the
selling stockholder of shares of the common stock covered by this Prospectus.
SELLING STOCKHOLDER
This Prospectus relates to shares of ISP common stock that
have been acquired by the selling stockholder pursuant to the International
Specialty Products Inc. Olsen Restricted Share Plan. The following table sets
forth the name and relationship to ISP of the selling stockholder and the number
of shares of common stock that the selling stockholder has acquired pursuant to
the Plan, subject to certain vesting provisions. Mr. Olsen is not currently
entitled to any other shares of common stock under the Plan.
Number of
Relationship Shares Granted
Name to ISP Under the Plan
---- ------ --------------
Stephen R. Olsen Senior Vice President, 80,000
Corporate Development
As of November 30, 2000, there were 66,276,264 shares of ISP's
common stock outstanding.
PLAN OF DISTRIBUTION
The shares of ISP common stock may be sold from time to time
to purchasers directly by the selling stockholder. Alternatively, the selling
stockholder may sell shares of ISP common stock in one or more transactions
(which may involve one or more block transactions) on the NYSE, in sales
occurring in the public market off the NYSE, in separately negotiated
transactions, or in a combination of such transactions. Each sale may be made
either at market prices prevailing at the time of that sale or at negotiated
prices. Some or all of those shares may be sold through brokers acting on behalf
of the selling stockholder or to dealers for resale by those dealers. In
connection with those sales, those brokers or dealers may receive compensation
in the form of discounts or commissions from the selling stockholder and/or the
purchasers of those shares for whom they may act as broker or agent (which
discounts or commissions are not anticipated to exceed those customary in the
types of transactions involved). However, any securities covered by this
Prospectus that qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 rather than pursuant to this Prospectus. We will pay
all expenses of registration incurred in connection with this offering, but the
selling stockholder will pay all brokerage commissions and other expenses. We
will not receive any of the proceeds from those sales.
The selling stockholder and any dealer participating in the
distribution of any shares of ISP common stock or any broker executing selling
orders on behalf of the selling stockholder may be deemed to be "underwriters"
within the meaning of the Securities Act. In that event, any profit on the sale
of any or all of the shares of ISP common stock by them and any discounts or
commissions received by any of those brokers or dealers may be deemed to be
underwriting discounts and commissions under the Securities Act.
6
<PAGE>
Any broker or dealer participating in any distribution of
shares of ISP common stock in connection with this offering may be deemed to be
an "underwriter" within the meaning of the Securities Act and if so deemed will
be required to deliver a copy of this Prospectus, including any Prospectus
Supplement, if required, to any person who purchases any of the shares of ISP
common stock from or through that broker or dealer.
In order to comply with the securities laws of certain states,
if applicable, the shares of ISP common stock will be sold only through
registered or licensed brokers or dealers. In addition, in certain states, the
shares of ISP common stock may not be sold unless they have been registered or
qualified for sale in such state or an exemption from such registration or
qualification requirement is available and is complied with.
EXPERTS
The consolidated financial statements of ISP appearing in
ISP's Annual Report on Form 10-K for the year ended December 31, 1999 have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their reports with respect thereto, and are incorporated herein by reference in
reliance upon the authority of said firm as experts in giving said reports.
7
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by ISP
(including its predecessors, the "Company") are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999.
(b) The Company's Quarterly Reports on Form 10-Q for the
quarterly periods ended April 2, 2000, July 2, 2000
and October 1, 2000.
(c) The description of the Company's common stock, par
value $.01 per share, contained in the Company's
Registration Statement on Form 8-A filed with the
Commission on June 21, 1991.
All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Delaware corporation. Subsection (b)(7) of Section 102
of the Delaware General Corporation Law (the "DGCL") enables a corporation in
its original certificate of incorporation or an amendment thereto to eliminate
or limit the personal liability of a director to the corporation or its
stockholders for monetary damages for violations of the director's fiduciary
duty, except (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the DGCL (providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions) or
(iv) for any transaction from which a director derived an improper personal
benefit. Article SEVENTH of the Company's Amended and Restated Certificate of
Incorporation provides that directors and officers shall not be personally
liable to the corporation or its stockholders for monetary damages if a director
or officer acts in good faith and in a manner he reasonably believes to be in or
not opposed to the best interests of the Company and provides for
indemnification of the officers and directors of the Company to the full extent
permitted by applicable law.
Subsection (a) of Section 145 of the DGCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director or officer of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
II-1
<PAGE>
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding provided that such
director or officer acted in good faith in a manner reasonably believed to be
in, or not opposed to, the best interests of the corporation, and, with respect
to any criminal action or proceeding, provided further that such director or
officer has no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
director or officer, or former director or officer, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person acted in any of the capacities set forth
above, against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit
provided that such director or officer acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such director or officer shall have been adjudged to
be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that despite the adjudication of liability but in view of all
of the circumstances of the case, such director or officer is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
Section 145 further provides that (i) to the extent a present or former
director or officer of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) or in the
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
such person, in connection therewith; and (ii) indemnification and advancement
of expenses provided for, by, or granted pursuant to, Section 145 shall not be
deemed exclusive of any other rights to which the indemnified party may be
entitled. In addition, Section 145 empowers the corporation to purchase and
maintain insurance on behalf of any person who is or was a director or officer
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him or
incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liabilities under Section 145.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Effective as of October 2, 2000, the Company granted, subject to
certain vesting provisions, 80,000 shares of its common stock under the Olsen
Restricted Share Plan to Stephen R. Olsen, the Company's Senior Vice President,
Corporate Development, pursuant to an exemption from registration provided by
Section 4(2) of the Securities Act of 1933, as amended. Such shares were issued
to such officer in connection with such officer's employment with the Company.
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<PAGE>
ITEM 8. EXHIBITS.
Exhibit
Number Description
------ -----------
4.1 Amended and Restated Certificate of Incorporation of
the Company (incorporated by reference to Exhibit 4.1
to the Post-Effective Amendment No. 1 on Form S-8 to
Form S-4 of the Company (Registration No.
333-53709)).
4.2 By-Laws of the Company, as amended (incorporated by
reference to Exhibit 99.2 to the Registration
Statement on Form S-4 of the Company (Registration
No. 333-53709)).
*4.3 International Specialty Products Inc. Olsen
Restricted Share Plan
*23 Consent of Arthur Andersen LLP
24 Power of Attorney (included on signature page)
------------------
*Filed herewith
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of
this Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in this Registration
Statement. Notwithstanding the foregoing,
any increase or decrease in the volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
maximum offering range may be reflected in
the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and
price represent no more than a 20 percent
change in the maximum aggregate offering
price set forth in the "Calculation of
Registration Fee" table in the effective
Registration Statement; and
(iii) to include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is
on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant
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<PAGE>
pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Wayne, State of New Jersey, on December 22, 2000.
INTERNATIONAL SPECIALTY PRODUCTS INC.
By: /s/ Randall R. Lay
-----------------------------------
Name: Randall R. Lay
Title: Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose name appears below
hereby constitutes Randall R. Lay such person's true and lawful attorney, with
full power of substitution to sign for such person and in such person's name and
capacity indicated below, any and all amendments to this Registration Statement,
and to file the same with the Securities and Exchange Commission, hereby
ratifying and confirming such person's signature as it may be signed by said
attorney to any and all amendments.
<TABLE>
Signature Title Date
<S> <C> <C>
/s/ Samuel J. Heyman Chairman of the Board December 22, 2000
--------------------------- and Director
Samuel J. Heyman
/s/ Sunil Kumar President, Chief Executive December 22, 2000
--------------------------- Officer and Director
Sunil Kumar (Principal Executive Officer)
/s/ Randall R. Lay Executive Vice President and December 22, 2000
--------------------------- Chief Financial Officer
Randall R. Lay (Principal Financial and
Accounting Officer)
/s/ Carl R. Eckardt Director December 22, 2000
---------------------------
Carl R. Eckardt
/s/ Charles M. Diker Director December 22, 2000
---------------------------
Charles M. Diker
/s/ Harrison J. Goldin Director December 22, 2000
---------------------------
Harrison J. Goldin
/s/ Sanford Kaplan Director December 22, 2000
---------------------------
Sanford Kaplan
/s/ Burt Manning Director December 22, 2000
---------------------------
Burt Manning
</TABLE>
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
4.1 Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 4.1 to the
Post-Effective Amendment No. 1 on Form S-8 to Form S-4 of the
Company (Registration No. 333-53709)).
4.2 By-Laws of the Company, as amended (incorporated by reference
to Exhibit 99.2 to the Registration Statement on Form S-4 of
the Company (Registration No. 333-53709)).
*4.3 International Specialty Products Inc. Olsen Restricted Share
Plan.
*23 Consent of Arthur Andersen LLP
24 Power of Attorney (included on signature pages)
-----------------
*Filed herewith
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