AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON JANUARY 27, 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
[_] 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:\872380\01\$p4s01!.DOC\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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FOR IMMEDIATE RELEASE CONTACT:
Thursday, January 27, 2000 Edward G. Novotny & Associates
(212) 490-2065 or (212) 490-2977
INTERNATIONAL SPECIALTY PRODUCTS ANNOUNCES PROXY CONTEST
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FOR DEXTER CORPORATION
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WAYNE, NJ - International Specialty Products Inc. (NYSE - ISP) announced
today that it has notified Dexter Corporation (NYSE - DEX) of its intent to
present at Dexter's April Annual Meeting, and solicit proxies in favor of, a
series of resolutions designed to facilitate ISP's December 14, 1999 business
combination proposal under which Dexter shareholders would receive $45 per share
in cash in a merger transaction.
The proposals include increasing the number of Dexter's Board seats from
ten to seventeen, and electing ten ISP nominees (including eight nominees
independent of ISP) to Dexter's Board who are committed to considering and
pursuing ISP's offer, or a superior proposal. ISP is also proposing a bylaw
amendment and a shareholder resolution requiring the removal of Dexter's "poison
pill" in favor of offers for all shares of at least $45 per share in cash.
Chase Securities Inc. has advised ISP, in writing, that they are highly
confident in their ability to arrange bank credit facilities for the
acquisition.
ISP commenced a lawsuit today in federal court in Connecticut to, among
other things, declare valid ISP's proposed resolutions, invalidate the "poison
pill" and Dexter's supermajority bylaw voting requirement and order Dexter's
Annual Meeting to be held no later than April 30, 2000.
ISP filed today an amended Schedule 13-D, which contains the text of the
notice to Dexter, including the identity and background of ISP's nominees for
NY2:\872396\01\$P5801!.DOC\54104.0016
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Dexter's Board of Directors and the proposed resolutions, as well as a copy of
the letter sent today by Samuel J. Heyman, chairman of ISP, to K. Grahame
Walker, Chairman and Chief Executive Officer of Dexter. Attached to this press
release is a list of ISP's Board nominees and Mr. Heyman's letter to Mr. Walker.
* * * * *
ISP PLANS TO FILE A PRELIMINARY PROXY STATEMENT WITH THE SECURITIES AND
EXCHANGE COMMISSION RELATING TO ISP'S SOLICITATION OF PROXIES FROM THE
SHAREHOLDERS OF DEXTER CORPORATION FOR USE AT THE 2000 ANNUAL MEETING. ISP
STRONGLY ADVISES ALL DEXTER SHAREHOLDERS TO READ THE PROXY STATEMENT WHEN IT IS
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
INFORMATION RELATING TO THE PARTICIPANTS IN ISP'S ANTICIPATED PROXY
SOLICITATION IS CONTAINED IN ANNEX VII OF EXHIBIT 1 TO ISP'S AMENDMENT NO. 6 TO
THE SCHEDULE 13D FILED WITH RESPECT TO ITS BENEFICIAL OWNERSHIP OF COMMON STOCK
OF DEXTER CORPORATION. INVESTORS CAN GET ISP'S SCHEDULE 13D AMENDMENT, THE PROXY
STATEMENT WHEN IT IS AVAILABLE AND OTHER RELEVANT DOCUMENTS, FOR FREE ON THE
SEC'S WEB SITE AT: HTTP://WWW.SEC.GOV.
* * * * *
This press release and its attachments 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.
International Specialty Products Inc. is a leading multinational
manufacturer of specialty chemicals and mineral products.
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ISP'S NOMINEES FOR DEXTER CORPORATION'S BOARD OF DIRECTORS:
MR. JOHN F. DRONEY (53) - Mr. Droney is a partner with Levy & Droney P.C., a law
firm based in Farmington, Connecticut. Mr. Droney previously served as the
Chairman of the Democratic State Central Committee of Connecticut and as a
member of the Democratic National Committee from 1986 to 1992.
MR. ROBERT ENGLANDER (57) - Mr. Englander is the Chairman of the Board and Chief
Executive Officer of Belvoir Publications based in Greenwich, Connecticut.
MR. SAMUEL J. HEYMAN (61) - Mr. Heyman is a Director and Chairman of
International Specialty Products Inc., as well as a Director and Chairman of GAF
Corporation, a privately held concern whose main subsidiary, Building Materials
Corporation of America, is the largest commercial and residential roofing
company in the United States.
MR. ANTHONY TOWNSEND KRONMAN (54) - Mr. Kronman has served as the Dean of Yale
Law School, New Haven, Connecticut since 1994, and has been the Edward J. Phelps
Professor of Law at Yale since 1978.
MR. SUNIL KUMAR (50) - Mr. Kumar is a Director, President and Chief Executive
Officer of International Specialty Products Inc. Prior to joining ISP, Mr. Kumar
served as President and Chief Executive Officer of Building Materials
Corporation of America. Prior to joining BMCA in 1995 as President of the
Commercial Roofing Product Division, Mr.Kumar was the Executive Vice President
of Bridgestone/Firestone Inc., a retail distributor and manufacturer of tires,
and provider of automobile services.
MR. ALAN M. MECKLER (54) - Mr. Meckler is Chairman and Chief Executive Officer
of internet.com Corporation, a leading provider of global real-time news and
information resources for the internet industry. Mr. Meckler was formerly
Chairman and Chief Executive of Mecklermedia Corp., a leading provider of
internet information based in Westport, Connecticut.
MR. DAN OGDEN (52) - Mr. Ogden has been the President and Chief Operating
Officer of Yokohama Tire Corporation, based in Fullerton, California, since
August 1997. Yokohama Tire is the North American marketing arm of Yokohama
Rubber Company, the seventh largest tire manufacturing company in the world.
Prior to joining Yokohama, Mr. Ogden was President and Chief Operating Officer
of EMCO Enterprises Inc., a premier manufacturer of storm and screen doors.
MR. PHILIP PELLER (60) - Retired since December 1999, Mr. Peller is a former
Partner and Managing Director for Quality, Risk Management and Professional
Competence with Andersen Worldwide S.C. and its Arthur Andersen LLP business
unit, the globally recognized accounting firm.
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ISP'S NOMINEES FOR DEXTER CORPORATION'S BOARD OF DIRECTORS (CONTINUED):
MR. VINCENT TESE (56) - Mr. Tese has been the Chairman of Wireless Cable
International Inc. since April 1995. In 1976, Mr. Tese co-founded Cross Country
Cable, Inc. and also served as Chairman of that company until its sale to
Pacific Telesis in 1995. Mr. Tese served the government of New York state from
1983 to December 1994 in several positions, including Director of Economic
Development, Chairman and Chief Executive Officer of the Urban Development
Corporation, and Commissioner of the Department of Economic Development.
MR. MORRISON DESOTO WEBB (52) - Mr. Webb is an attorney in private practice
since January 2000. He was formerly Executive Vice President - External Affairs
and Corporate Communications at Bell Atlantic Corporation from 1997 through
1999, and Executive Vice President, General Counsel and Secretary of NYNEX
Corporation from 1995 through 1997.
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MR. HEYMAN'S LETTER TO MR. WALKER:
January 27, 2000
Mr. K. Grahame Walker
Chairman and Chief Executive Officer
Dexter Corporation
One Elm Street
Windsor Lock, CT 06096
Dear Grahame:
In view of ISP's $45 all cash offer and our stated willingness to pay more if
additional information justified a higher price, I was disappointed that your
Board did not decide to encourage negotiations with a view toward maximizing
shareholder value for Dexter shareholders. Its refusal to do so leaves us no
choice but to take our proposal directly to our fellow shareholders.
We are today delivering to your Corporate Secretary a notice of our intention to
present a series of resolutions at your April Annual Meeting. The effect of the
resolutions is to elect ten of our nominees to the Dexter Board, including eight
directors independent of ISP, who are committed to considering and pursuing
ISP's offer or a superior proposal. We are also proposing a by-law amendment and
a resolution requiring Dexter's Board to remove its "poison pill" in favor of
offers for all shares of at least $45 per share in cash. We intend to solicit
proxies in favor of these resolutions.
Your December 23rd letter questioned the seriousness of ISP's intent. First, as
you know, ISP currently holds a stake in Dexter which is more than five times
that held by Dexter's entire Board. Second, so that there should be no doubt as
to our ability to finance the acquisition, Chase Securities Inc. has advised us,
confirmed in writing, that they are highly confident in their ability to arrange
the credit facilities for this acquisition.
There are so many inaccuracies and mischaracterizations in your letter that I
find it difficult to know where to start. By way of just one example, your heavy
reliance upon security analysts to defend your rejection of our proposal is
misplaced. For instance, in comparing ISP's offer to Dexter's bid last year for
Life Technologies, the Merrill Lynch report contained an error of almost $300
million by ignoring the value of the minority interests. Also, you failed to
quote a relevant section of the New Vernon Associates report you cited, which
states the following: "there is little or no interplay between the company's
[Dexter's] industrial and life sciences businesses," "we do find merit in his
[Mr. Heyman's] initiative to separate the company's [Dexter's] disparate
assets," and "in our view Dexter's ownership of LTEK is constraining the latter
company's ability to recruit and retain key employees." With regard to the last
point, it should be made clear that we indeed view the management of Life
Technologies as first rate. However, your attempted squeeze-out of the minority
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shareholders more than a year ago resulted in the elimination of meaningful
stock incentives for Life Technologies executives, which ultimately impacts the
ability to retain and recruit key personnel.
As you know, Life Technologies' shareholders have rejected Dexter's recent
belated $49 per share offer. Parenthetically, it should be noted that Dexter's
own shareholders appear to have rejected its business strategy as well, as
Dexter's stock price has declined substantially since the company's rejection of
our offer and its decision to attempt to acquire 100% of Life Technologies. It
is apparent from the timing of Dexter's offer for our Life Technologies shares,
coming on the heels of ISP's $45 per share offer for Dexter, upon which many of
Dexter's shareholders have relied, that Dexter is seeking to divert ISP from a
course of action designed to maximize shareholder values for all Dexter
shareholders. In this connection, we believe that Dexter's attempt to deter us
by providing benefits to ISP not available to other Dexter shareholders is
simply inappropriate.
Grahame, I just do not think it would be productive at this time to respond to
your mischaracterizations and attempts to impugn our motives -- which by the way
I do not appreciate. The real issue here, however, is the maximization of
shareholder value for all Dexter shareholders, and I believe that shareholders
will more likely benefit from a dialogue along this line. In fact, I would be
willing to appear with you before any group of Dexter shareholders to discuss
the merits of Dexter's proposed course of action vs. ISP's offer.
All the best.
Sincerely,
/s/ Samuel J. Heyman
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