AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON JULY 5, 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
[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:
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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:\928391/01/54104.0016
<PAGE>
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:
Tuesday, July 04, 2000 Edward G. Novotny & Associates, Inc.
(212) 490-2065/2977
MAJOR DEXTER SHAREHOLDER ANNOUNCES SUPPORT FOR
ISP IN PROXY CONTEST FOR DEXTER CORPORATION
WAYNE, NJ - International Specialty Products Inc. (NYSE: "ISP") released a
letter today from Dexter D. Coffin Jr., a major Dexter Corporation (NYSE: "DEX")
shareholder and a descendant of Dexter's founding family, stating the family's
intention to vote for ISP's slate of directors and other shareholder proposals
at Dexter's July 14th Annual Meeting.
While Mr. Coffin stated that he was not endorsing ISP's $45 per share
tender offer, believing that Dexter could be worth more, Mr. Coffin did express
his support for the ISP slate. ISP has publicly committed that its director
nominees will seek a superior alternative to the $45 cash per share tender
offer, if available. Mr. Coffin indicated that he was also supporting ISP's
position because it provided shareholders with, in his words, "a voice in the
future of the corporation."
Mr. Coffin's letter went on to express the hope that Dexter management
could develop a "viable plan" to realize shareholder value, one which would
presumably include a Life Technologies transaction, before the Annual Meeting.
Mr. Coffin's family, with 1,290,000 Dexter shares, consisting of almost 6%
of the company's outstanding shares, is Dexter's third largest shareholder. ISP
and Mario Gabelli's GAMCO Investors are the Dexter's two largest shareholders.
Commenting on the Coffin letter, Samuel J. Heyman, ISP's Chairman, stated,
"We are especially gratified by the support of Mr. Coffin's family. While the
Coffins believe that Dexter is worth more than $45 a share, ISP, with an
investment in Dexter and Life Technologies valued at $300 million, is highly
motivated and committed to the sale of Dexter in its entirety or even piecemeal
(provided a transaction for Life Technologies can be developed), subject to
shareholder approval, at the highest achievable price."
- MORE -
<PAGE>
ADD ONE: ISP
International Specialty Products Inc. is a leading multinational
manufacturer of specialty chemicals and mineral products.
* * * * *
NOTE TO EDITORS: The full text of Mr. Coffin's letter is attached to, and
is part of this press release.
NOTE - We are required to inform you that "no assurance can be given that
shareholder value will actually be maximized by our program."
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.
ISP HAS FILED AN OFFER TO PURCHASE AND A LETTER OF TRANSMITTAL WITH THE
U.S. SECURITIES AND EXCHANGE COMMISSION RELATING TO ISP'S OFFER TO PURCHASE ALL
OUTSTANDING SHARES OF COMMON STOCK OF DEXTER CORPORATION. ISP STRONGLY ADVISES
ALL DEXTER SHAREHOLDERS TO READ THE OFFER TO PURCHASE AND LETTER OF TRANSMITTAL
BECAUSE THEY CONTAIN IMPORTANT INFORMATION RELATING TO THE OFFER. THESE
DOCUMENTS ARE AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT HTTP:\\WWW.SEC.GOV
AND MAY BE OBTAINED 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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- MORE -
<PAGE>
LETTER FROM DEXTER D. COFFIN JR.
Mr. K. Grahame Walker
Chairman and CEO
The Dexter Corporation
One Elm Street
Windsor Locks, CT 06096
Mr. Samuel J. Heyman
Chairman
International Specialty Products Inc.
1361 Alps Road
Wayne, NJ 07470
Gentlemen:
Over the course of the past six months both of you have been kind
enough to keep me informed of your positions. I therefore feel that
it is only appropriate that I write to you jointly to express my
opinions regarding the sale of Dexter and the upcoming annual
meeting.
I agree with Grahame Walker and financial analysts that in whole or
part the Dexter Corporation is worth $50 to $55 per share. I also
feel that as a shareholder and direct descendent of the founder of
the oldest corporation on the NYSE, I have an obligation to the
Dexter Corporation and it's owners, the shareholders.
I believe that ISP's tender offer of $45 per share is unacceptable
based on the value of Dexter's traditional businesses' and its
investment in Life Technologies. That said, at this time I agree with
Mr. Heyman's Proxy solicitation since it gives to the individual
Shareholders a voice in the future of the corporation.
I hope that between now and the annual meeting on July 14th Mr.
Walker and his Management team can present a viable plan to realize a
fair value for the shareholders or that Dexter and ISP can reach an
agreement.
Sincerely,
/s/ Dexter D. Coffin Jr.
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