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:
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NY2:\875649\01\$RNL01!.DOC\54104.0016
<PAGE>
5) Total fee paid:
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[_] 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:
================================================================================
<PAGE>
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
<PAGE>
<TABLE>
<CAPTION>
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
---- ------------ --------------------- ---------------
<S> <C> <C> <C>
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
<PAGE>
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
</TABLE>
(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
<PAGE>
(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
<PAGE>
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
<PAGE>
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
<PAGE>
09/23/99 Buy 34,000
09/24/99 Buy 47,600
09/27/99 Buy 46,500
-----------------
2,299,200
=================
7
<PAGE>
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
<PAGE>
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
