AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON JUNE 7, 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
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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:
-------------------------------------------------------------
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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<PAGE>
FOR IMMEDIATE RELEASE CONTACT:
Wednesday, June 7, 2000 Edward G. Novotny & Associates, Inc.
(212) 490-2065/2977
INTERNATIONAL SPECIALTY PRODUCTS SENDS LETTER
---------------------------------------------
TO BOARD OF DIRECTORS OF DEXTER CORPORATION
-------------------------------------------
WAYNE, NJ - International Specialty Products Inc. (NYSE - "ISP") has sent
the following letter to the Board of Directors of Dexter Corporation (NYSE -
"DEX"):
June 7, 2000
Dear Dexter Board Member:
We have been trying for sometime now to obtain certain basic tax/financial
information as part of ISP's current effort to resolve the discrepancy in
Dexter's statements that a separation of Life Technologies and Dexter's chemical
businesses could result in a "potentially enormous tax cost" (p. 6, Dexter's
definitive proxy statement) and other statements made by Dexter to ourselves and
the Company's shareholders. Unfortunately, we seem to be getting the runaround,
and I just do not understand why the simplest things become so difficult when
dealing with Dexter's senior management.
Just most recently, for example, you should know that we have been given
every excuse in the book for not having been provided the information - we
already have the information, Dexter doesn't have the information but it's
working on it, Dexter has the information and plans to schedule a conference
call with us today (that was Monday, then Tuesday, and now Wednesday), Dexter's
tax director can't have the call without his lawyer and investment banker being
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on the phone, Dexter is very busy, Dexter's tax director is currently
unavailable, etc.
I am sorry to have to write to you as a Dexter Board member about the
disclosure of such basic information, which we believe to be in everyone's best
interest, but we are now absolutely convinced that Dexter's senior management
has lost all objectivity so that it is either unable or unwilling (and probably
both) to conduct themselves in a responsible and constructive manner.
Thank you for your cooperation in this matter.
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 FINAL, DEFINITIVE 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 PROXY STATEMENT BECAUSE IT
CONTAINS IMPORTANT INFORMATION. THE PROXY STATEMENT HAS BEEN MAILED TO ALL
OWNERS OF DEXTER COMMON STOCK AS OF THE MAY 15 RECORD DATE AND IS AVAILABLE AT
NO CHARGE ON THE SEC'S WEB SITE AT HTTP:\\WWW.SEC.GOV. DEXTER SHAREHOLDERS MAY
ALSO OBTAIN THE PROXY STATEMENT FOR FREE FROM INNISFREE M&A INCORPORATED, BY
CALLING (888) 750-5834.
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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