AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON FEBRUARY 8, 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
[_] 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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2
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FOR IMMEDIATE RELEASE CONTACT:
Tuesday, February 8, 2000 Edward G. Novotny & Associates
(212) 490-2065 or (212) 490-2977
INTERNATIONAL SPECIALTY PRODUCTS FILES PRELIMINARY
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PROXY TO ELECT ITS NOMINEES TO
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DEXTER CORPORATION'S BOARD OF DIRECTORS
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WAYNE, NJ - International Specialty Products Inc. (NYSE - ISP)
announced today that it 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 (NYSE - DEX) for use at Dexter's
2000 Annual Meeting.
ISP intends 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.
* * * * *
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. 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.
* * * * *
International Specialty Products Inc. is a leading multinational
manufacturer of specialty chemicals and mineral products.
* * * * *
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.
