AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON MARCH 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.
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(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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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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NY2:\875649\01\54104.0016
<PAGE>
FOR IMMEDIATE RELEASE CONTACT:
Thursday, March 2, 2000 Edward G. Novotny & Associates
(212) 490-2065 or (212) 490-2977
INTERNATIONAL SPECIALTY PRODUCTS FORWARDS
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LETTER TO DEXTER CORPORATION
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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). The letter is attached to,
and is a part of, this press release.
* * * *
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 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. DEXTER SHAREHOLDERS MAY ALSO OBTAIN THE FINAL DEFINITIVE
PROXY STATEMENT FOR FREE FROM INNISFREE M&A INCORPORATED, BY CALLING (888)
750-5834. 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 and its attachments 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
NY2:\884423\01\$YFB01!.DOC\54104.0016
<PAGE>
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.
International Specialty Products Inc. is a leading multinational
manufacturer of specialty chemicals and mineral products.
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[ISP LETTERHEAD]
March 1, 2000
Mr. K. Grahame Walker
Chairman and Chief Executive Officer
Dexter Corporation
One Elm Street
Windsor Lock, CT 06096
Dear Grahame:
With regard to your February 28th announcement that your Board "has decided to
institute a process in which we will survey all of the Company's options," we
would hope that this move was indeed designed with the view toward maximizing
shareholder value for all Dexter shareholders as we have been urging for quite
some time now. As you know, while your Board has made no decision to sell Dexter
at this time, our nominees are committed to pursue ISP's $45 per share merger
proposal or a superior proposal.
We also note Dexter's statement that it will consider a "spin-off or sale of one
or more of the Company's businesses." In this connection, we would remind you
that ISP's interest continues to be in the acquisition of Dexter as a whole and
therefore trust that, before considering any such dismemberment, Dexter will
enter into discussions with ISP concerning our acquisition proposal.
Although we are pleased that you have started to provide us with information, we
will need certain additional technical, financial and operating data. We are
compiling a separate list concerning these requirements which we will furnish
shortly to your representatives, and I would very much appreciate your
cooperation with regard to these requests.
Finally, we have just received your preliminary proxy statement that was filed
with the SEC for the first time today. We were shocked and surprised by your
decision to selectively choose among the ISP proposals to be presented to Dexter
shareholders at this year's Annual Meeting scheduled for April 27 -- and
especially by your attempt to deny Dexter shareholders the right to vote on our
proposal to increase the size of the Dexter Board. We believe this proposal is
legal, appropriate, and was timely made, and ISP intends to present this
proposal at the Annual Meeting and take all necessary legal action to cause its
implementation if passed. We also do not understand your position that Dexter
will refuse to follow the wishes of its shareholders in the event that they
adopt ISP's Rights Plan proposals.
All the best.
Sincerely,
/s/Samuel J. Heyman
Chairman of the Board
International Specialty Products Inc.
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