AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON MAY 2, 2000
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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
[__] Definitive Additional Materials
[X ] Soliciting Material Under Rule 14a-12
DEXTER CORPORATION
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(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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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NY2:\875649\01\54104.0016
<PAGE>
5) Total fee paid:
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[_] Fee paid previously with preliminary materials:
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[_] 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:
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<PAGE>
FOR IMMEDIATE RELEASE CONTACT:
Tuesday, May 2, 2000 Edward G. Novotny & Associates, Inc.
(212) 490-2065/2977
INTERNATIONAL SPECIALTY PRODUCTS RELEASES
-----------------------------------------
LETTER TO DEXTER CORPORATION
----------------------------
WAYNE, NJ - International Specialty Products Inc. (NYSE - "ISP") has
forwarded the following letter to K. Grahame Walker, Chairman and Chief
Executive Officer of Dexter Corporation (NYSE - "DEX"):
May 2, 2000
Mr. K. Grahame Walker
Chairman and Chief Executive Officer
Dexter Corporation
One Elm Street
Windsor Locks, CT 06096
Dear Grahame:
While I believe your May 2nd letter is filled with mischaracterizations,
inaccuracies and irrelevancies, it is not productive for you and I to engage in
a debate about "who said or did what to whom." Parenthetically, at Dexter's
request, we had agreed to keep discussions to which you refer "confidential" --
an agreement which we have honored and you have now chosen to ignore.
The simple fact of the matter is that we have made, in our view, a fair and full
offer for Dexter - which Dexter has seen fit to reject. Notwithstanding Dexter's
rhetoric and repeated optimistic prognostications as to its progress with
respect to the bidding process, we believe that our offer is still the best
offer for Dexter, and if your company has a better one, we can only assume that
it would have been disclosed by now.
Your threats to dismember the company with the piecemeal sale of one or more
businesses smacks of scorched-earth tactics which, while they may operate to
entrench your management, may only destroy shareholder value for Dexter
shareholders.
NY2:\908238\01\54104.0016
<PAGE>
Finally, whatever our differences, we believe that Dexter has a legal and moral
obligation to let its shareholders decide what is in their best interests, and
we trust that you will hold to your previously announced commitment to present
any transaction to Dexter shareholders for their approval.
Sincerely,
/s/ Samuel J. Heyman
Chairman
International Specialty Products Inc.
* * * *
International Specialty Products Inc. is a leading multinational
manufacturer of specialty chemicals and mineral products.
ISP HAS FILED A PRELIMINARY 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 FINAL, DEFINITIVE PROXY
STATEMENT WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
WHEN COMPLETED, THE FINAL DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE
MAILED TO ALL DEXTER SHAREHOLDERS AND WILL BE AVAILABLE AT NO CHARGE ON THE
SEC'S WEB SITE AT HTTP:\\WWW.SEC.GOV. THE PRELIMINARY PROXY STATEMENT IS
CURRENTLY AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE. INFORMATION RELATING TO
THE PARTICIPANTS IN ISP'S PROXY SOLICITATION IS CONTAINED IN THE PRELIMINARY
PROXY STATEMENT.
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.
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