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
----------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
----------------------------------------------------------------------------
(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:
----------------------------------------------------------------------------
(b) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------------
(c) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
----------------------------------------------------------------------------
(d) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------------
(e) Total Fee paid:
----------------------------------------------------------------------------
|_| 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 23, 2000
DEXTER
Dexter Corporation
One Elm Street
Windsor Locks, CT 06096-2334
Tel: 860.292.7675
Fax: 860.292.7673
IMPORTANT ANNOUNCEMENT
June 23, 2000
Dear Shareholder:
We are pleased to inform you that Dexter Corporation has achieved an
important objective for fulfilling its commitment to maximize value for all
shareholders. On June 20, 2000 Dexter signed two definitive asset sale
agreements for a total of $675 million in cash.
The stock market responded enthusiastically to these asset sales
transactions. The price of Dexter's common stock rose by more than $4 per
share on the first day of trading following the announcement. The reaction
we have received to date from our major institutional investors is also
extremely positive. The following statements appeared in the initial press
coverage on the asset sale transactions:
o "Dexter seems to be making good on its intention to maximize value
for shareholders in the short-term," said Jeffrey Zekauskas of J.P.
Morgan, Reuters Newservice, June 21, 2000.*
o "... Dexter may have trumped its opponent, International Specialty
Products Inc. In any event, Dexter shareholders appear to be the
main beneficiaries of the ongoing feud." Reported by Christina
Cheddar of Dow Jones Newswire on June 21, 2000.*
LET SAM HEYMAN KNOW THAT YOU SUPPORT THE CURRENT
BOARD'S ONGOING PROGRAM TO MAXIMIZE VALUES.
VOTE THE ENCLOSED WHITE PROXY CARD TODAY.
In order to be certain that all shareholders have time to vote their
proxies prior to our annual meeting, we have postponed the meeting for two
weeks from June 30 to July 14, 2000. As set forth in the accompanying
notice, the location and time for the meeting has also been changed to
10:00 am, on July 14, 2000 at Dexter Corporation, Nonwoven Materials
Specialty Processing Center, 3 Chirnside Road, Windsor Locks, Connecticut.
This short delay will allow ample time for the dissemination of information
and evaluation by all Dexter shareholders of the proposed asset sale
transactions. A copy of the press release is enclosed for your information.
YOUR BOARD WILL NOT BE DETERRED FROM COMPLETING ITS VALUE
MAXIMIZATION PROGRAM BY SAME HEYMAN'S CRITICISMS AND
PROMISES OF FURTHER LITIGATION
It appears to us that Sam Heyman is unwilling to accept defeat in his quest
to get his hands on the assets Loctite has agreed to purchase for $400
million and to join with us to ensure that the remaining Dexter businesses
are sold for their maximum value. In our opinion, Sam Heyman's latest
self-serving criticism of the Board's announced asset sales and his threats
of litigation to block, in particular, the Loctite transaction, demonstrate
to us that he is interested only in making money for ISP (of which he
personally owns 76%) and not in maximizing value for all other Dexter
shareholders.
Sam Heyman's continued interference in Dexter's plans to sell its assets
are disruptive. We believe these actions could be detrimental to the
completion of our value maximization process. It is time for Sam Heyman to
stop his attempts to obstruct the value maximization process so that we can
deliver full value to each one of you.
DO NOT LET SAM HEYMAN DENY YOU THE OPPORTUNITY TO REALIZE
MAXIMUM VALUE FOR YOUR SHARES. PROTECT YOUR INVESTMENT
BY VOTING THE WHITE PROXY TO RE-ELECT YOUR BOARD.
We believe that the signing of these definitive agreements is a significant
achievement for our overall program. However, there is more for us to
accomplish in the near term in order to complete our work on behalf of all
shareholders. We are aggressively continuing to pursue a transaction
involving Life Technologies, Dexter's largest remaining asset, and the sale
of our coatings business. We recognize and readily accept our
responsibilities to deliver on our commitment to maximize value for all
shareholders in an expeditious and timely manner - and we will do so.
Do not underestimate the importance of your vote in this election. Every
share counts. If you previously signed a GOLD proxy card, you have every
legal right to change your mind. Only your latest dated proxy will be
counted so send in your signed WHITE proxy card today.
If you fail to return a proxy and hold your shares in street name, your
bank or broker cannot vote your shares on your behalf. You should return
the WHITE proxy card promptly so it is received in time to be counted.
Once again, on behalf of your Board of Directors, I thank you for your
continued support and ask you to sign, date and return the enclosed WHITE
proxy card today.
Sincerely,
K. Grahame Walker
Chairman and Chief Executive Officer
*permission to use these statements was neither sought nor obtained.
DEXTER
Dexter Corporation -- One Elm Street -- Windsor Locks, Connecticut 06096-2334
-- Tel: 860.292.7675
REVISED NOTICE OF ANNUAL MEETING
June 23, 2000
The annual meeting of the shareholders of Dexter Corporation (the
"Company" or "Dexter") will be held at Dexter Corporation, Nonwoven
Materials Specialty Processing Center, 3 Chirnside Road, Windsor Locks,
Connecticut 06096, on Friday, July 14, 2000, at 10:00 A.M., local time, for
the following purposes:
(1) To elect three directors to serve for three-year terms expiring at the
2003 annual meeting of shareholders. THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR THE ELECTION OF THE EXISTING DEXTER DIRECTOR NOMINEES
PROPOSED FOR REELECTION AND AGAINST THE ELECTION OF INTERNATIONAL
SPECIALTY PRODUCTS INC.'S DIRECTOR NOMINEES.
(2) To ratify the selection by the Company's Board of Directors of the firm
of PricewaterhouseCoopers LLP as auditor of the Company for the year
2000. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
(3) To vote upon a proposal by International Specialty Products Inc. and
its wholly owned subsidiary ISP Investments Inc. (collectively, "ISP"),
as described in the Company's proxy statement, relating to an amendment
to the Company's Bylaws requiring the Dexter Board to make certain
amendments to the Company's Rights Agreement or to redeem the rights
issued under the Agreement if the Company's shareholders instruct the
Board to do so and requiring the Board not to adopt a new rights
agreement without shareholder approval. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
(4) To vote upon a proposal by ISP, as described in the Company's proxy
statement, relating to a shareholder resolution directing Dexter
Board's to amend the Rights Agreement promptly to make it inapplicable
to any offer for all outstanding shares of Dexter for at least $45.00
per share in cash. THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST
THIS PROPOSAL.
(5) To vote upon a proposal by ISP, as described in the Company's proxy
statement, relating to a shareholder resolution repealing any and all
amendments made by the Dexter Board to the Company's Bylaws after
February 26, 1999. THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST
THIS PROPOSAL.
(6) To transact such other business as may properly come before the meeting
or at any adjournments or postponements thereof.
YOU SHOULD BE AWARE THAT THE FEDERAL DISTRICT COURT IN CONNECTICUT HAS
RULED THAT ISP'S SHAREHOLDER PROPOSALS SEEKING TO INCREASE THE SIZE OF THE
DEXTER BOARD (THE BOARD SIZE BYLAW PROPOSAL) AND TO ELECT A MAJORITY OF THE
MEMBERS OF THE DEXTER BOARD (THE ADDITIONAL DIRECTORS ELECTION PROPOSAL)
ARE ILLEGAL UNDER DEXTER'S CERTIFICATE OF INCORPORATION AND CONNECTICUT
LAW. The Court's decision cannot be appealed by ISP absent the Court
directing entry of the decision as a final judgment or the final
adjudication of all the other issues raised by ISP in its complaint filed
in the District Court. As a result of the Court's decision, ISP's Omnibus
Proposal which specifies the order that ISP's shareholder proposals are to
be voted on is unnecessary. Accordingly, we do not intend to present these
three proposals at the Annual Meeting. Dexter does not intend to solicit
proxies against these proposals, and they do not appear on Dexter's WHITE
proxy card. A more complete discussion of the pending litigation between
ISP and Dexter is set forth under the heading "Certain Litigation" in the
accompanying Proxy Statement.
The Board of Directors has fixed the close of business on May 15, 2000
as the record date for the determination of shareholders entitled to notice
of and to vote at the meeting.
THIS ANNUAL MEETING IS OF PARTICULAR IMPORTANCE TO ALL SHAREHOLDERS OF
THE COMPANY BECAUSE OF ISP'S ONGOING HOSTILE ATTEMPT TO TAKE OVER YOUR
COMPANY.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON AND
REGARDLESS OF THE NUMBER OF SHARES OF COMMON STOCK YOU OWN, YOUR BOARD
URGES YOU TO COMPLETE, SIGN, DATE AND RETURN THE WHITE PROXY CARD IN THE
ACCOMPANYING ENVELOPE, WHICH IS POSTAGE PAID IF MAILED IN THE UNITED
STATES.
YOUR BOARD ALSO URGES YOU NOT TO SIGN ANY GOLD PROXY CARDS SENT TO YOU
BY ISP. EVEN IF YOU HAVE PREVIOUSLY SIGNED A PROXY CARD SENT TO YOU BY ISP,
YOU CAN REVOKE THAT EARLIER PROXY BY SIGNING, DATING AND MAILING THE
ENCLOSED WHITE PROXY CARD IN THE ENVELOPE PROVIDED.
By order of the Board of Directors
BRUCE H. BEATT,
Secretary
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."
