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SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D) (1) OR 13(E) (1)
OF THE SECURITIES EXCHANGE ACT OF 1934
DEXTER CORPORATION
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(Name of Subject Company (Issuer))
ISP ACQUISITION CORP. (OFFEROR)
a wholly owned subsidiary of
INTERNATIONAL SPECIALTY PRODUCTS INC.
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(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other
Person))
Common Stock, par value $1.00 per share, together with
associated Rights to Purchase Fractional Units of
Preferred Stock
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(Title of Class of Securities)
252165105
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(CUSIP Number of Class of Securities)
Richard A. Weinberg, Esq.
c/o ISP Management Company, Inc.
1361 Alps Road
Wayne, New Jersey 07470
(973) 628-4000
COPY TO:
Stephen E. Jacobs, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8320
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(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
NY2:\924024\01
<PAGE>
CALCULATION OF FILING FEE
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Transaction
Valuation Amount of Filing Fee
not applicable not applicable
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[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a) (2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid:______________________ Filing Party:___________________
Form or Registration No.:______________________ Date Filed:___________________
[X] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer:
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
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<PAGE>
FOR IMMEDIATE RELEASE CONTACT:
Wednesday, June 21, 2000 Edward G. Novotny & Associates, Inc.
(212) 490-2065/2977
WAYNE, NJ--The following statement was released this afternoon by
International Specialty Products Inc. Chairman Samuel J. Heyman, expanding on
his earlier comments on Dexter Corporation's (NYSE: "DEX") announcement of
proposed asset sales:
"We continue to believe that our $45 per share cash tender offer is a
full and fair one. While we are skeptical that Dexter's piecemeal liquidation
plan announced today will provide shareholders with equal or superior value,
only when the Company provides full disclosure concerning the details of its
plan will shareholders be able to make an informed decision as to what is in
their best interest. Moreover, Dexter's attempt to force these transactions upon
its shareholders without their approval is in our opinion a blatant attempt to
disenfranchise the Company's shareholders."
* * * *
International Specialty Products Inc. is a leading multinational
manufacturer of specialty chemicals and mineral products.
NY2:\925116\01
<PAGE>
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 INTENDS TO FILE 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 WHEN THEY ARE AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION RELATING TO THE OFFER. THESE DOCUMENTS WILL BE 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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