SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
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 Pursuant to Rule 14a-12
DEXTER CORPORATION
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(Name of Registrant as Specified In Its Charter)
N/A
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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. (a) Title of each class of securities to which transaction
applies:
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(b) Aggregate number of securities to which transaction applies:
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(c) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
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(d) Proposed maximum aggregate value of transaction:
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(e) 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: _______________________________________________
As filed with the Commission on June 16, 2000
[Letterhead of Dexter Corporation]
June 15, 2000
Dear Shareholder:
It is time for Samuel Heyman and his company, International Specialty
Products, to put up a real cash tender offer at a fair price or start to
work with the Dexter Board and management to sell Dexter at the best price
for all shareholders.
ASK YOURSELF IF SAM HEYMAN IS LOOKING OUT FOR YOUR BEST
INTERESTS - OR HIS OWN - WE ASK YOU TO JUDGE SAM HEYMAN BY
HIS TRACK RECORD AND HIS ACTIONS - NOT HIS RHETORIC
Let's take a look at the complete "ABOUT-FACE" that Sam Heyman has made
with Dexter and in our process to sell Dexter or its individual businesses.
After you review all the facts we ask that you vote for your Board and its
program to deliver maximum value promptly to each of you by signing, dating
and mailing your WHITE proxy. The FACTS are:
o On March 23, Sam Heyman raised ISP's proposal to buy Dexter to $50
per share from $45 - ADDING THAT HE MAY CONSIDER PAYING EVEN MORE
IF THE BALANCE OF HIS DUE DILIGENCE PROCESS JUSTIFIES AN INCREASE
IN VALUE.
o On April 20, Sam Heyman changed his proposal for Dexter to $50
plus a contingent value right (CVR).
o Over the weekend of April 22-23, investment bankers for Sam Heyman
indicated that they believed the ISP $50 plus a CVR proposal had
the flexibility to be increased. However, they declined our
invitation to enter into immediate negotiations with Dexter at a
compelling price.
o On Monday April 24, Dexter's Board met and reviewed its
alternatives and promptly thereafter Dexter's representatives
called ISP's advisors to begin negotiations at a higher price.
ISP'S REPRESENTATIVES REFUSED TO NEGOTIATE AND INSTEAD DEMANDED
THAT ISP BE SHOWN ALL OTHER BIDS - A TOTALLY UNREASONABLE DEMAND
ON ITS FACE.
o On May 1, Sam Heyman UNILATERALLY TERMINATED DISCUSSIONS WITH
DEXTER announcing that its $50 plus a CVR proposal had expired by
its terms and declaring that it would now talk directly to
interested buyers for Life Technologies and continue its proxy
fight to elect its own directors.
o On May 5, Sam Heyman says that his $50 cash proposal still stands.
Then on May 15, Heyman writes to say that he is struggling to keep
his $50 proposal alive but leaves it in place.
o FINALLY, ON MAY 23, SAM HEYMAN COMPLETES HIS "ABOUT-FACE" -
REDUCING HIS PROPOSAL ALL THE WAY BACK TO WHERE HE BEGAN - $45 PER
DEXTER SHARE.
IN OUR VIEW SAM HEYMAN'S TACTICS ARE SELF-SERVING
HE HAS ONCE AGAIN SHOWN HIS TRUE COLORS
Don't be fooled by his proxy contest rhetoric. Do you really believe that
Sam Heyman is out to protect your interests?
We think the answer is clear - Sam Heyman will do anything he can to
disrupt your Board's attempt to conduct an orderly and fair sales process -
AND IF GIVEN THE OPPORTUNITY HE WILL SEEK TO NEGOTIATE WITH HIS OWN
HAND-PICKED BOARD - just like he did after he won control of GAF
Corporation in a hotly contested proxy fight. Today ISP, which Heyman is
using to attempt to take control of Dexter, represents certain of the
assets of GAF and other assets purchased by that company.
DON'T GIVE SAM HEYMAN THE CHANCE TO DO TO DEXTER SHAREHOLDERS WHAT HE WAS
ABLE TO DO WITH HIS HAND-PICKED BOARD AT GAF. SAM HEYMAN IS THOUGHT TO HAVE
MADE A FORTUNE FROM THAT BUYOUT OF GAF SHAREHOLDERS.
REMEMBER TOO HEYMAN'S RECORD WITH OTHER PUBLIC COMPANIES.
o Since taking control of GAF, Heyman has not bought a single public
company to our knowledge - but he has a history of submitting
"proposals" to "buy" and then selling out his investments -
usually at a sizeable profit.
o Four major companies in four years - the first was Union Carbide,
then CBI, next Borg-Warner and finally Cabot Corporation - in each
case based on public information, Heyman acquired a stake in the
company, submitted a low priced offer and ultimately sold out at a
profit without ever buying the company.
UNLIKE SAM HEYMAN - YOUR DIRECTORS HAVE A PLAN THAT
THEY BELIEVE WILL MAXIMIZE VALUE FOR ALL SHAREHOLDERS
YOU ALREADY HAVE TEN DIRECTORS - NINE OF WHOM ARE TOTALLY
INDEPENDENT - WORKING DILIGENTLY TO COMPLETE THIS PROCESS
We take full responsibility as your directors for our actions and duties to
all shareholders. Clearly we do not deserve nor should we expect your
support unless you are satisfied with our answers to where we stand on our
program to deliver value through the sale of Dexter and/or its individual
businesses.
o We cannot promise a transaction before the June 30 meeting - BUT
WE CAN CONTINUE TO TRY TO SUCCESSFULLY CONCLUDE SOME OR ALL OF OUR
CURRENTLY ONGOING NEGOTIATIONS IN TIME FOR YOU TO VOTE YOUR
PROXIES FOR THE JUNE 30 ANNUAL MEETING.
o We will announce next week how much longer, based on the then
current status, it will take for us to complete the process we
embarked on in late February to maximize the value of Dexter in
the near term for all shareholders. YOU CAN JUDGE FOR YOURSELVES
THE PROGRESS WE HAVE MADE OR ARE MAKING ON YOUR BEHALF.
o We also pledge not to be intimidated by Sam Heyman's repeated
threats of lawsuits and other litigation tactics - OUR DUTY IS TO
ALL OF YOU AS WE SEEK TO MAXIMIZE VALUE FOR YOU.
We ask you to vote the WHITE proxy to re-elect three independent outside
directors to the Dexter Board and reject Sam Heyman and his two hand-picked
nominees, Sunil Kumar and Philip Peller. IT IS UP TO YOU TO DECIDE WHOM YOU
CAN REALLY TRUST TO REPRESENT YOUR INTERESTS.
Remember Sam Heyman controls over 75% of International Specialty Products
and Sunil Kumar is ISP's President and Mr. Peller is a recently retired
partner with the accounting firm that has audited ISP's books since at
least 1997.
ARE SAM HEYMAN'S CONFLICTS IN YOUR BEST INTERESTS?
HE HAS NO INTEREST IN PAYING A FAIR PRICE FOR DEXTER
We think it is abundantly clear from Sam Heyman's own statements and
actions that he has no intention of paying a fair price for all of Dexter.
If Sam Heyman ever buys Dexter - WE BELIEVE IT WILL BE FOR THE LOWEST
POSSIBLE PRICE. Furthermore, it is also clear to us that if Sam Heyman has
his way, ISP shareholders - including him as its largest shareholder - not
Dexter shareholders - should reap all potential upside from ISP's sale of
Dexter's 75% interest in Life Technologies.
We ask for you support in allowing us to complete the process that we began
and have pursued diligently on your behalf. We had hoped that it would have
been concluded by now but unfortunately it has not. IT IS CLEAR TO US THAT
ADDING SAM HEYMAN, HIS PRESIDENT AND A RETIRED PARTNER FROM HIS COMPANY'S
ACCOUNTING FIRM WILL NOT SERVE TO ADVANCE ANYONE'S INTERESTS IN THE SALE OF
DEXTER OR ITS BUSINESSES -- EXCEPT SAM HEYMAN'S.
VOTE YOUR WHITE PROXY TODAY!
Your vote is important. DON'T LET SAM HEYMAN OR OTHERS DECIDE THIS ELECTION
FOR YOU. Only your latest dated proxy will be counted. You have every
proper and legal right to change your vote by signing and returning a later
dated proxy.
If you have any questions or need assistance in voting your shares, please
call Mackenzie Partners at the numbers listed below.
On Behalf of Your Board of Directors
Sincerely,
K. Grahame Walker
Chairman and Chief Executive Officer
IF YOU HAVE ANY QUESTIONS, REQUIRE ASSISTANCE IN VOTING YOUR SHARES,
OR NEED ADDITIONAL COPIES OF DEXTER'S PROXY MATERIALS, PLEASE CALL:
______________________________________________________________________________
[MacKenzie Partners, Inc.]
156 Fifth Avenue -13th Fl
New York, New York 10010
[email protected]
(212) 929-5500 (call collect)
or
TOLL-FREE (800) 322-2885
______________________________________________________________________________
NOTE -- We are required to include with all our communications regarding
our program to maximize value for our shareholders the following cautionary
statement - "No assurance can be given that shareholder value will be
maximized."
