AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON MAY 30, 2000
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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant To Section 14(a) of the
Securities Exchange Act of 1934.
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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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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
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previously. Identify the previous filing by registration statement number, or
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1) Amount previously paid:
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FOR IMMEDIATE RELEASE CONTACT:
Tuesday, May 30, 2000 Edward G. Novotny & Associates, Inc.
(212) 490-2065/2977
INTERNATIONAL SPECIALTY PRODUCTS
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SENDS LETTER TO DEXTER CORPORATION
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WAYNE, NJ - International Specialty Products Inc. (NYSE - "ISP") has sent
the following letter to K. Grahame Walker, Chairman and Chief Executive Officer
of Dexter Corporation (NYSE - "DEX"):
May 30, 2000
Mr. K. Grahame Walker
Chairman and Chief Executive Officer
Dexter Corporation
One Elm Street
Windsor Locks, CT 06096
Dear Grahame,
We note that you continue to issue optimistic prognostications to
Dexter shareholders concerning your "short term value maximization program" ("29
[interested] third parties" (March 23rd statement); results of first stage of
program "very positive," "several indications of interest in acquiring the
entire Company," "multiple indications of interest in Dexter's various
constituent businesses," "we expect to be in a position to make a definitive
announcement in the next few weeks or so," "very pleased with the results of the
first stage of our sale process," "it is our objective to present a definitive
transaction to our shareholders well before [June 30 2000]" (April 2nd
statement); and "strong continuing interest in a transaction involving all of
Dexter," "received a number of significant indications of interest for Dexter's
wholly-owned businesses," "we believe that values in excess of $50 per share
...can be achieved," "process has already produced significant indications of
interest from financially capable, responsible bidders," "we are proceeding
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expeditiously to develop those interests and to enter into contracts providing
for those sales as promptly as possible" (May 17 statements)), which although it
has been underway for some months now does not appear to have a single concrete
result to show for it.
And what we find particularly questionable are recent Dexter statements
that your piecemeal liquidation program can be expected to achieve values in
excess of $50 per share for Dexter shareholders. Based upon our own analysis, we
believe that the results of your program will fall in all likelihood
substantially short of our $45 proposal, without even taking into account the
present value advantage of our all cash offer.
But putting our analysis aside, don't you think that Dexter
shareholders should be provided the necessary information to enable them to make
their own evaluation? For example, we believe that a piecemeal liquidation of
Dexter would be enormously tax inefficient. In fact, Dexter in its preliminary
proxy makes reference to the "enormous tax costs" associated with the separation
of Dexter and Life Technologies, and we trust that you are not suggesting that
the piecemeal sale of Dexter's businesses, together with its interest in Life
Technologies, would not result in a huge tax liability as well. Don't you think
that you should disclose the tax basis for Dexter's assets and some estimate of
the amount of taxes resulting from your proposed program? In addition, we had
previously asked you to disclose the cost to the Company of the golden
parachute, severance, and retention agreements that you have put in place,
together with other costs relating to "change of control" provisions in the
Company's debt instruments. Why isn't Dexter willing to disclose to its
shareholders the amount of these costs and confirm the fact that they would be
triggered in a piecemeal liquidation?
Moreover, why is Dexter refusing to agree to submit its proposed
liquidation transactions, which you have acknowledged are part of an overall
"maximization program," to its shareholders for their approval -- which has now
forced ISP to go into a Federal court in Connecticut seeking to require Dexter
to comply with what we believe to be Connecticut law? In this connection,
although Dexter may have a different view as to its legal obligation in this
regard, which I would have hoped it would have articulated to its shareholders,
your plan to sell Dexter's wholly-owned chemicals businesses and its interest in
Life Technologies is we believe the equivalent of a sale of "substantially all"
of Dexter's assets as defined under Connecticut law - thereby requiring
shareholder approval. Parenthetically, we believe that the same result would
pertain even if Dexter were to sell only its chemicals businesses while
retaining its interest in Life Technologies. In any event, putting the law aside
for a moment, why simply as a matter of fairness and deference to your
shareholders would you want to deprive them of the opportunity to express
themselves on an issue which is so critical to their investments and one which
is at the very heart of the proxy contest -- which is, of course, in turn to be
determined by Dexter shareholders?
Grahame, we believe that your proposed course of action is a big
mistake. You should know that ISP is scheduling a conference call with Dexter
shareholders for Wednesday, May 31st at 8:30 AM EDST, and I would invite you to
join me on the call so that we could have a constructive exchange of views,
which I believe would be of interest to Dexter shareholders. If for any reason
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this time is not convenient for you, please call promptly, and we would be
willing to reschedule for a mutually convenient time.
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 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.
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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