AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON MAY 24, 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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NY2:\875649\01\54104.0016
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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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May 24, 2000
Fellow Dexter Shareholder:
The following is the text of a letter we forwarded to Dexter yesterday
in which we withdrew the increase in ISP's acquisition proposal from $45 to $50
per share - thereby reinstating our original $45 per share cash proposal:
May 23, 2000
Mr. K. Grahame Walker
Chairman and Chief Executive Officer
Dexter Corporation
One Elm Street
Windsor Locks, CT 06096
Dear Grahame,
This is to advise you that ISP is withdrawing herewith the increase in
its proposal to acquire Dexter from $45 to $50 per share. Our original December
$45 per share cash proposal to acquire the Company still stands.
As we previously indicated, ISP has been struggling for quite some time
now to keep its offer in place in the face of what we view to be Dexter's
delaying tactics and its mishandling of the process to maximize shareholder
value, as well as the recent volatility of the financial markets and substantial
increases in interest rates. In addition, as we previously warned, your most
recent decision to proceed down a path toward piecemeal liquidation of the
Company's wholly owned businesses, we believe, has now diminished shareholder
values. As a result of the above, ISP is no longer in a position to continue its
$50 per share offer for Dexter.
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We note that although the financial and equity markets were taking a
decided downturn over recent months, you persisted in our view in overplaying
your hand -- refusing to accept any of our proposals. Moreover, Dexter has
continued to make repeated optimistic prognostications as to its progress with
respect to the bidding process. Notwithstanding the fact that Dexter's deadline
for final bids was April 19th, not until your May 17th letter to Dexter
shareholders did you disclose for the first time that the downturn in the
markets had adversely affected your efforts to sell Dexter. We also take note of
the fact that, notwithstanding these developments, you continue to report in
your May 17th shareholders' letter that you believe there is strong interest in
the acquisition of Dexter and Life Technologies in a single transaction and that
values in excess of $50 per share are achievable by selling off Dexter's
individual businesses.
We are extremely skeptical of these pronouncements in light of the fact
that your Company has been unable to realize on its program for maximizing
shareholder values since our proposal for Dexter more than five months ago. So
also, as we stated earlier, we believe that the way in which the Company has
handled this entire matter has only diminished shareholder value and will in our
opinion continue to do so. We, of course, reserve the right to make further
adjustments to our proposal for Dexter prior to the June 30 Annual Meeting so as
to reflect the impact of any additional actions you may take.
As is made clear by your threat to enter into "unconditional, binding
agreements to sell the businesses" and statements by Dexter's representatives in
the press to do so before the June 30 Annual Meeting, it would appear that you
do not intend to seek the approval of Dexter shareholders for such sale of
assets. As we have communicated earlier, we believe this is not only violative
of Connecticut corporate law but totally contrary to Dexter's prior stated
commitment to "present a definitive transaction to [its] shareholders".
Accordingly, unless you disavow such intention, we intend to bring a legal
action to preserve the right of Dexter shareholders to vote on any transactions
you may be contemplating.
Sincerely,
/s/ Samuel J. Heyman /s/ Sunil Kumar
Chairman President and Chief Executive Officer
International Specialty Products Inc. International Specialty Products Inc.
* * * * *
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<PAGE>
We regret having had to take this step, but the actions of Dexter's
management as referred to above, as well as developments in the financial
markets including substantial increases in interest rates, has left us with no
reasonable alternative.
You should know that Dexter's actions have had an adverse effect not
only on ISP's efforts to acquire the Company but so also we believe on Dexter,
its operating businesses, and its employees. These actions include, among
others: (1) Dexter's refusal to negotiate with ISP for five months except on the
condition that ISP first put a higher bid on the table; (2) Dexter's
solicitation of proposals from 29 different parties, many of whom we believe,
based upon conversations with financial advisors, were interested only in
isolated Dexter assets and some of whom were its competitors, coupled with its
continued threats of piecemeal liquidation; (3) Dexter's refusal to waive
provisions of its confidentiality agreements with certain of these third
parties, in effect precluding our discussions with these parties to develop
alternatives for Dexter shareholders; (4) the granting of golden parachute,
retention, and severance agreements, put into place for the most part after we
surfaced with our Dexter interest, which impose substantial costs on any
acquirer of Dexter; (5) Dexter's postponement of the Annual Meeting from April
until June 30 and its refusal to definitively commit that it will not attempt a
further postponement of the Meeting (although it should be noted that Dexter has
recently informed a Connecticut court that it has no intention of further
postponing the Meeting); (6) Dexter's refusal to permit ISP to retain certain
third party consultants; and (7) Dexter's insistence on a blanket release from
ISP to Dexter's officers and directors for claims arising from past conduct,
known or unknown.
We intend to continue ISP's proxy contest for the election of Directors
committed to pursue the ISP proposal or a superior proposal. As you know, ISP is
the largest Dexter shareholder, continues to hold an investment in Dexter valued
at more than $100 million, and is as interested in maximizing the value of this
investment as you are. In this regard, we are frank to state that we are
extremely skeptical as to Dexter's actions and statements over the past five
months, and we believe that Dexter's actions have had the effect of diminishing
shareholder values rather than maximizing them. Moreover, we are convinced that
the sale of Dexter in its entirety is the strategy that makes the most sense for
the Company's shareholders. And in this vein, in the event that Dexter is able
to consummate a sale of the Company prior to the June 30 Annual Meeting at a
more favorable price than our $45 per share cash proposal, as Dexter
shareholders we would welcome that result. In the meantime, with your help, we
intend to see our proxy contest through to conclusion.
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<PAGE>
Finally, as you will see from our letter to Dexter, we have taken
strong exception to any plan to sell off Dexter's businesses without shareholder
approval. We believe that a piecemeal liquidation is not only imprudent as a
business matter but is improper in these circumstances without the approval of
the Company's shareholders. In this latter connection, such action would also be
inconsistent with Dexter's prior stated commitment to "present a definitive
transaction to [its] shareholders." Unless Dexter provides its shareholders with
assurances in this regard, we intend to seek legal relief.
We will naturally keep you posted as to further developments.
Sincerely,
/s/ Samuel J. Heyman /s/ Sunil Kumar
Chairman President and Chief Executive Officer
International Specialty Products Inc. International Specialty Products Inc.
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. 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.
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