AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON JUNE 26, 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
[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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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:
Monday, June 26, 2000 Edward G. Novotny & Associates, Inc.
(212) 490-2065/2977
INTERNATIONAL SPECIALTY PRODUCTS SENDS LETTER
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TO DEXTER SHAREHOLDERS
----------------------
WAYNE, NJ - International Specialty Products Inc. (NYSE - "ISP") has sent
the following letter to the Shareholders of Dexter Corporation (NYSE - "DEX"):
June 26, 2000
Fellow Dexter Shareholders:
Developments last week underscore the dramatic difference between ISP's $45 per
share cash tender offer for Dexter shares and Mr. Walker's "piecemeal
liquidation" approach, which we believe amounts to far less than meets the eye.
Significantly, after all these months, Mr. Walker's plan has failed to deliver a
transaction which realizes the value of Dexter's Life Technologies stake.
Moreover, Mr. Walker's plan is enormously tax-inefficient and must be discounted
for risk, the time value of money, and how any proceeds will be delivered to
shareholders. For these reasons, it is impossible to value and fails to offer,
in our view, a credible alternative to ISP's cash tender offer.
On June 20th, ISP announced its intention to promptly commence a $45 per share
cash tender offer for all Dexter shares not already owned by ISP. Although
Dexter's "poison pill," and other legal impediments, prevent us from buying
additional shares, we decided to commence the tender offer in response to the
request of many shareholders who wanted us to be in a position to immediately
purchase their shares as soon as the impediments to the offer are removed.
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ASSIST IN REMOVING THE "POISON PILL," ELECT OUR NOMINEES FOR DIRECTORS, AND
APPROVE THE PROPOSALS INTENDED TO FACILITATE ISP'S CASH TENDER OFFER OR A
SUPERIOR OFFER. SIGN, DATE, AND RETURN THE ENCLOSED GOLD PROXY CARD TODAY.
Although Dexter had repeatedly challenged us to commence a tender offer, less
than 24 hours after the announcement of our intention to do so, Dexter entered
into agreements with buyers for the sale of certain of the Company's chemicals
businesses. The Company also announced yet another postponement of the Annual
Meeting to July 14th, the meeting having been originally scheduled for April
27th. In light of Mr. Walker's second postponement of the day of reckoning, we
ask you to draw your own conclusion as to how Dexter shareholders have been
voting!
DEXTER'S PLAN IS NOT CREDIBLE WITHOUT DELIVERING
A LIFE TECHNOLOGIES TRANSACTION
We continue to believe that Dexter's piecemeal liquidation approach is seriously
flawed because it fails to deliver a transaction designed to realize the value
of Dexter's interest in Life Technologies. Dexter fails to inform you that the
sales of the chemicals businesses announced last week were the easy part. You
should know that a substantial portion of the proceeds from the two sales will
be absorbed by taxes, debt repayment, "golden parachute" payments, and
transaction costs. We believe that Dexter cannot compete with ISP's $45 per
share cash tender offer without realizing the value of the Company's stake in
Life Technologies.
Mr. Walker has now had more than six months to sell Dexter's interest in Life
Technologies. Rather than acknowledge this failure, Mr. Walker, in an effort to
buy time until next year's Annual Meeting, continues his litany of overly
optimistic prognostications, stating that, "we are aggressively continuing to
pursue a transaction involving Life Technologies... in an expeditious and timely
manner...." Given Mr. Walker's previous assertions that he has been pursuing a
transaction for months now, do you believe that his continued efforts will be
any more successful?
DEXTER DISENFRANCHISES ITS SHAREHOLDERS
We believe that Dexter shareholders should be permitted to decide for themselves
whether to accept our tender offer, which would permit all shareholders to
promptly receive $45 per share in cash upon the satisfaction of the conditions
of the offer. To this end, we have requested that Dexter's Board take action to
remove its "poison pill" and other impediments to the purchase of shares. Ask
yourself, "Why do Mr. Walker and his Board continue to refuse to permit Dexter
shareholders to decide for themselves whether to accept ISP's offer?"
If Dexter's piecemeal liquidation approach is in the interests of its
shareholders, why have Mr. Walker and his Board been unwilling to submit the
agreements for the sale of the chemicals businesses to a shareholder vote? You
should know that, while one of the transactions is subject to shareholders'
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approval only because the BUYER insisted upon such a provision, the larger
Loctite transaction is not. We have asked the Connecticut federal court,
contrary to Mr. Walker's false assertion that we are seeking to "block" Dexter's
transactions, only to require the submission of these transactions to a
shareholder vote.
MR. WALKER'S "EPIPHANY"
Mr. Walker would prefer you to believe, in our view, that his newfound,
professed interest in maximizing shareholder value in the short term came as an
epiphany, and it had nothing to do with ISP or the proxy contest. One of the
news stories referred to in Mr. Walker's June 23rd letter had it right when it
concluded, "Mr. Heyman may have scored a victory. He forced the once drowsy
Dexter to take action when it might otherwise have not." While we are gratified
that Mr. Walker has finally awakened to the fact that something has to be done
to maximize shareholder value at Dexter, we regret that the course of action
which he has proposed and is pursuing without your approval will, in our
opinion, have the opposite effect.
THE CHOICE IS CLEAR: VOTE NOW TO PROTECT THE VALUE OF YOUR INVESTMENT.
Dexter shareholders have a clear-cut choice. On the one hand, ISP has on the
table a $45 per share cash tender offer. In the event that our nominees are
elected, our $45 per share cash offer will serve as a MINIMUM PRICE in
connection with further efforts to sell the Company. Our nominees are committed,
and will have a legal obligation consistent with their fiduciary duty as Dexter
directors, to maximize the value of your investment by pursuing the most
lucrative proposal available. As we have said before, if there is an available
course of action that offers superior value to Dexter shareholders, WE WILL NOT
ACT AS A "SPOILER" AND WILL PROMPTLY STEP ASIDE.
MR. WALKER AND HIS BOARD CANNOT BE TRUSTED TO DO THE RIGHT THING FOR DEXTER
SHAREHOLDERS
The other choice is the status quo: Mr. Walker and the Dexter Board. Ever since
ISP surfaced with its acquisition proposal last December, Mr. Walker's actions,
in our opinion, have been entirely driven by our initiatives. Mr. Walker and his
Board have virtually no ownership in the Company (excluding stock purchased at
below market prices pursuant to the Company's stock option program) and, in our
view, are more interested in their positions, perquisites, and parachutes. We
believe that Dexter shareholders cannot afford another term for Mr. Walker and
his Board because they simply cannot be trusted to do the right thing for their
shareholders.
WE URGE YOU TO VOTE TODAY FOR ISP'S NOMINEES TO DELIVER MAXIMUM VALUE TO DEXTER
SHAREHOLDERS.
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TO PROTECT YOUR INVESTMENT, PLEASE SIGN, DATE, AND RETURN THE ENCLOSED GOLD
PROXY CARD TODAY!
Thank you for your continued support.
/s/ Samuel J. Heyman
Chairman of the Board
/s/ Sunil Kumar
President and Chief Executive Officer
* * * *
International Specialty Products Inc. is a leading multinational
manufacturer of specialty chemicals and mineral products.
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.
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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