AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON FEBRUARY 23, 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
- --------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
INTERNATIONAL SPECIALTY PRODUCTS INC.
ISP INVESTMENTS INC.
- --------------------------------------------------------------------------------
(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:
--------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------
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):
--------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------
5) Total fee paid:
--------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials:
--------------------------------------------------------------------------
[_] 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:
================================================================================
NY2:\875649\01\$RNL01!.DOC\54104.0016
<PAGE>
The following Notice of Intention to Present Business and Nominations (the
"Notice") relating to Dexter's 2000 annual meeting of shareholders was sent by
International Specialty Products Inc. ("ISP") to Dexter Corporation ("Dexter")
on January 27, 2000 pursuant to the requirements of Article II, Section 3 of
Dexter's Bylaws. The Notice was previously filed as Exhibit 1 to Amendment No. 6
to the Schedule 13D filed by ISP with respect to ISP's beneficial ownership of
common stock of Dexter.
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.
NY2:\881329\01\$W1D01!.DOC\54104.0016
<PAGE>
INTERNATIONAL SPECIALTY PRODUCTS INC.
ISP INVESTMENTS INC.
c/o ISP Management Company, Inc.
1361 Alps Road
Wayne, New Jersey 07470
January 27, 2000
By Facsimile and Certified Mail
- -------------------------------
Bruce H. Beatt, Esq.
Vice President, General Counsel
and Secretary
Dexter Corporation
One Elm Street
Windsor Locks, Connecticut 06096
Re: Notice of Intention to Present Business and Nominations
-------------------------------------------------------
Dear Mr. Beatt:
The undersigned (the "Proponent"), a wholly owned subsidiary of
International Specialty Products Inc., a Delaware corporation ("ISP"), is a
shareholder of Dexter Corporation, a Connecticut corporation (the "Company"),
and holds of record 100 shares of Common Stock, par value $1.00 per share, of
the Company (the "Common Stock") as of the date hereof. The Proponent and ISP
beneficially own 2,299,200 shares of Common Stock in the aggregate as of the
date hereof. The undersigned hereby notifies the Secretary of the Company in
accordance with Article II, Section 3 of the Company's Bylaws (the "Bylaws")
that at the Company's 2000 Annual Meeting of Shareholders (the "2000 Annual
Meeting") it intends to bring before the 2000 Annual Meeting certain amendments
to the Bylaws and certain other resolutions of the Company's shareholders, as
described herein. In addition, the undersigned hereby notifies the Secretary of
the Company in accordance with Article II, Section 3 of the Bylaws of the
undersigned's intent to nominate at least ten persons for directorships at the
2000 Annual Meeting. As used herein, the term Proponent shall include reference
to ISP.
A. DESCRIPTION OF THE MATTERS TO BE BROUGHT BEFORE THE 2000 ANNUAL
MEETING, THE NOMINATIONS AND THE REASONS THEREFOR
At the 2000 Annual Meeting, the Proponent intends to present and have
voted upon and approved by the shareholders of the Company the following
resolutions (the
NY2:\872330\01\54104.0016
<PAGE>
"Resolutions"), pursuant to the terms of the Company's Restated Certificate of
Incorporation, the Bylaws and the Connecticut Business Corporation Act (the
"CBCA"):
(1) The election of the Proponent's slate of nominees to
replace the three directors whose terms expire at the 2000
Annual Meeting (the "Director Election Proposal");
(2) A Bylaw amendment that would increase the size of the
Company's Board to permit the Proponent's nominees for
directorships, if elected, to constitute a majority of the
Company's Board (the "Board Size Bylaw Proposal") (the
full text of the Bylaw amendment to effect the Board Size
Bylaw Proposal is contained in Annex I to this Notice);
(3) The election of the Proponent's slate of nominees to fill
the vacancies created by the increased number of
directorships (the "Additional Directors Election
Proposal") (the full text of a shareholder resolution to
effect the Additional Directors Election Proposal is
contained in Annex II to this Notice);
(4) A Bylaw amendment that would require the Company's Board
to make certain amendments to the Company's Rights
Agreement, dated as of August 23, 1996, by and between the
Company and ChaseMellon Shareholder Services, L.L.C. (as
amended, the "Rights Agreement"), or to redeem the rights
thereunder, if the shareholders instruct the Board to do
so by majority vote, and not to adopt a new rights
agreement without shareholder approval (the "Poison Pill
Bylaw Proposal") (the complete text of a proposed Bylaw
amendment to effect the Poison Pill Bylaw Proposal is
included as Annex III to this Notice);
(5) A shareholder resolution directing the Company's Board to
amend the Rights Agreement promptly to make it
inapplicable to any offer for all outstanding shares of
the Company for at least $45 per share in cash (the
"Poison Pill Amendment Proposal") (the full text of a
resolution implementing the Poison Pill Amendment Proposal
is included as Annex IV to this Notice);
(6) A shareholder resolution repealing any and all amendments
made by the Company's Board of Directors to the Bylaws
after February 26, 1999 and barring the Company's Board
from adopting any new amendments to the Bylaws which serve
to reinstate any repealed provisions or similar
provisions, without the approval of the shareholders (the
"Bylaw Repeal Proposal") (the complete text of a proposed
shareholder resolution to effect the Bylaw Repeal Proposal
is included as Annex V to this Notice); and
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<PAGE>
(7) A resolution providing the order for voting at the 2000
Annual Meeting (the "Omnibus Proposal") (the full text of
the Omnibus Proposal is contained in Annex VI to this
Notice).
The Proponent is proposing the Resolutions to facilitate the
Proponent's proposed offer to acquire all of the Common Stock of the Company not
owned by the Proponent at a price of $45 per share in a merger transaction, a
premium of 38% over the closing price on the day immediately prior to the
announcement of the Proponent's offer. As one of the largest shareholders of
both the Company and Life Technologies, Inc., a Delaware corporation and
majority owned subsidiary of the Company ("LTI"), the Proponent has been
dissatisfied with the failure of the Company's Board of Directors to maximize
shareholder value. On December 3, 1999, the Proponent discussed with
representatives of the Company strategies aimed at maximizing the value of the
Company's shares. After receiving no response to these proposals, in
correspondence with the Company on December 14, 1999, the Proponent proposed a
business combination transaction in which holders of the Company's Common Stock
would receive $45 per share, subject to the execution of a mutually acceptable
merger agreement. The Proponent also stated that it would be willing to pay more
for the shares if the Company's Board provided additional information that
justifies an increased price. By correspondence with the Proponent on December
23, 1999, the Company's Board rejected the Proponent's proposal. The Proponent
does not believe that the Company's Board is willing to consider in good faith
and pursue the proposed combination or a superior proposal, absent direct
pressure from the Proponent and other shareholders.
The overall purpose of the Proponent's proposals is to elect nominees
to the Company's Board who are committed to consider and pursue the Proponent's
proposed business combination in which the Company's shareholders would receive
$45 per share in cash, or a superior proposal. All determinations made by the
Proponent's nominees, if elected as directors of the Company, will be subject to
their fiduciary duties. Two of the Proponent's nominees, Samuel J. Heyman and
Sunil Kumar, are affiliated with the Proponent and, if elected to the Company's
Board, would not participate in any Board action relating to the Proponent's
proposal or any other business combination transaction while the Proponent's
acquisition proposal remains in effect. Another purpose of the Proponent's
proposals is to permit the Company's shareholders to consider on their own the
merits of any offers for their shares by issuing instructions to the Company's
Board as to the manner in which the Company's Rights Agreement shall be applied
to particular offers or transactions and by directing the Company's Board to
make the Rights Agreement inapplicable to offers of at least $45 per share in
cash for all shares of Common Stock.
VOTE REQUIRED
Based on currently available public information, a quorum will exist
at the 2000 Annual Meeting if holders of not less than a majority of the shares
of Common Stock outstanding and entitled to vote at the 2000 Annual Meeting are
present in person
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<PAGE>
or by proxy. If a quorum is present, the Proponent's proposals can be adopted by
the following vote:
o NOMINEE PROPOSALS: Election of nominees for directorships will
require the affirmative vote of a plurality of the votes cast. The
election of the Proponent's nominees to fill the newly-created
directorships is subject to the prior adoption of the Proponent's
Board Size Bylaw Proposal.
o PROPOSALS REQUIRING BYLAW AMENDMENTS: The Proponent believes that the
Resolutions involving amendments to the Bylaws, namely the Board Size
Bylaw Proposal, Poison Pill Bylaw Proposal and Bylaw Repeal Proposal,
will be approved if the votes cast for the respective proposal exceed
the votes cast against the respective proposal at the 2000 Annual
Meeting. The Proponent is instituting litigation seeking to have the
amendment provision currently contained in the Bylaws, to the extent
it requires the affirmative supermajority vote of the holders of
two-thirds of the issued and outstanding shares of Common Stock to
effect an amendment, held ineffective. If the Bylaws are held to
contain an effective supermajority shareholder voting requirement,
the Board Size Bylaw Proposal, Poison Pill Bylaw Proposal and Bylaw
Repeal Proposal would each require the affirmative vote of the
holders of two-thirds of the issued and outstanding shares of Common
Stock.
o PROPOSALS NOT REQUIRING BYLAW AMENDMENTS: Adoption of the Poison Pill
Amendment Proposal and Omnibus Proposal will be approved if the votes
cast for the respective proposal exceed the votes cast against the
respective proposal at the 2000 Annual Meeting. The adoption of the
Poison Pill Amendment Proposal is subject to the adoption of the
Poison Pill Bylaw Proposal.
B. INFORMATION REGARDING THE NOMINEES
As stated above, the Proponent is hereby providing notice of its
intent to nominate the following persons as candidates to stand for election to
the Board of Directors of the Company (the "Nominees"):
(1) Samuel J. Heyman
(2) Sunil Kumar
(3) Philip Peller
(4) Alan Meckler
(5) Dan Ogden
(6) Morrison DeSoto Webb
(7) Robert Englander
4
<PAGE>
(8) John Droney
(9) Anthony T. Kronman
(10) Vincent Tese
It is the Proponent's intention that Nominees (1), (2) and (3) stand
for election to replace the directors whose terms expire at the 2000 Annual
Meeting and serve until the 2003 Annual Meeting. If the Company's Board fixes
the number of nominees to be elected for terms expiring in 2003 at other than
three, the Proponent shall adjust the designation of its Nominees accordingly.
The remaining Nominees listed above shall stand for election to fill the newly
created directorships resulting from the adoption by the Company's shareholders
of the Board Size Bylaw Proposal.
In accordance with Article II, Section 3 of the Bylaws, set forth
below is the following information regarding these nominations: (1) with respect
to each Nominee: (a) consent of each Nominee to his nomination; (b) name, age,
business address and residence address of each Nominee; (c) the principal
occupation or employment of each Nominee; (d) the class and total number of
shares of Common Stock that are beneficially owned by each Nominee as of the
date of this Notice of Intention to Present Business and Nominations; and (e)
such other information regarding each Nominee as would be required to be
included in a Proxy Statement on Schedule 14A under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), in connection with the solicitation of
proxies for the election of the Nominees as directors of the Company; and (2)
with respect to the Proponent: (a) name and record address of the Proponent; (b)
the class and total number of shares of Common Stock that are beneficially owned
by the Proponent as of the date of this Notice of Intention to Present Business
and Nominations; (c) a representation of the Proponent that it intends to appear
in person or by proxy at the 2000 Annual Meeting to nominate the Nominees; (d) a
description of all arrangements or understandings between the Proponent and each
Nominee and any other person or persons (naming such person or persons) pursuant
to which the nominations are to be made by the Proponent; and (e) such other
information regarding the Proponent as would be required to be included in a
Proxy Statement on Schedule 14A under the Exchange Act, in connection with the
solicitation of proxies for the election of the Nominees as directors of the
Company.
1. CONSENTS OF EACH NOMINEE TO NOMINATION
--------------------------------------
See Exhibits 1-A through 1-J hereto.
2. NAME, AGE, BUSINESS ADDRESS AND RESIDENCE ADDRESS
-------------------------------------------------
<TABLE>
<CAPTION>
Name Age Business Address Residence Address
- ---- --- ---------------- -----------------
<S> <C> <C> <C>
Samuel J. Heyman 61 1361 Alps Road 2 East 67th Street
Wayne, New Jersey 07470 New York, NY 10021
5
<PAGE>
<S> <C> <C> <C>
Sunil Kumar 50 1361 Alps Road 301 Westgate Road
Wayne, New Jersey 07470 Ridgewood, New Jersey 07450
Philip Peller 60 N/A (retired) 9 Quaker Ridge Road
Brookville, NY 11545-3327
Alan Meckler 54 501 Fifth Avenue 520 East 86th Street
New York, NY 10017 New York, NY 10028
Dan Ogden 52 Yokohama Tire Corporation 10541 N. 50th Place
601 S. Acacia Paradise Valley, AZ 85253
P.O. Box 4550
Fullerton, CA 92834-4550
Morrison DeSoto Webb 52 120 Rye Ridge Road 120 Rye Ridge Road
Harrison, NY 10528 Harrison, NY 10528
Robert Englander 57 Belvoir Publications, Inc. 970 Park Avenue
75 Holly Hill Lane New York, NY 10028
Greenwich, CT 06830
John Droney 53 Levy & Droney, P.C. 75 Rockledge Drive
74 Batterson Park Road West Hartford, CT 06107
Farmington, CT 06032
Anthony T. Kronman 54 Yale Law School 35 Highland Street
127 Wall Street New Haven, CT 06511
New Haven, CT 06511
Vincent Tese 56 Wireless Cable International, Inc. 130 East 74th Street
c/o Bear Stearns & Co. Inc. New York, NY 10021
245 Park Avenue
New York, NY 10167
3. PRINCIPAL OCCUPATIONS
---------------------
Name Principal Occupation
- ---- --------------------
<S> <C>
Samuel J. Heyman Chairman of the Board of Directors of International Specialty Products Inc.
6
<PAGE>
<S> <C>
Sunil Kumar President, Chief Executive Officer and Director of International Specialty Products Inc.
Philip Peller Retired as of November 30, 1999.
Alan Meckler Chairman of the Board of Directors and Chief Executive Officer of Internet.com Corp.
Dan Ogden President and Chief Operating Officer of Yokohama Tire Corporation
Morrison DeSoto Webb Attorney in private practice
Robert Englander Chairman of the Board and Chief Executive Officer of Belvoir Publications, Inc.
John Droney Attorney at Levy & Droney, P.C.
Anthony T. Kronman Dean and Edward J. Phelps Professor of Law of Yale Law School
Vincent Tese
Chairman of the Board of Wireless Cable International Inc.
</TABLE>
4. CLASS AND NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
NOMINEE AS OF THE DATE OF THIS NOTICE
-----------------------------------------------------
The class of shares of the Company's capital stock beneficially owned
by each of the persons listed below as of the date of this Notice is Common
Stock.
Number of Shares
Name Beneficially Owned
- ---- ------------------
Samuel J. Heyman 2,229,200
Sunil Kumar 0
Philip Peller 0
Alan Meckler 0
Dan Ogden 0
Morrison DeSoto Webb 0
Robert Englander 0
John Droney 0
Anthony T. Kronman 0
Vincent Tese 0
7
<PAGE>
5. OTHER INFORMATION REQUIRED BY THE PROXY RULES REGARDING
EACH NOMINEE
-------------------------------------------------------
Other information regarding each Nominee that would be required to be
included in a Proxy Statement on Schedule 14A under the Exchange Act in
connection with the solicitation of proxies for the election of the Nominees is
set forth below. Please see Annex VII hereto for additional information
regarding the Nominees required by Regulation 14A under the Exchange Act.
Item 5 - Interests of Certain Persons in Matters to be
Acted Upon
------------------------------------------------------
(b) See Sections B.2. and B.3. above and Annex VII
hereto.
Item 6 - Voting Securities and Principal Holders Thereof
--------------------------------------------------------
(d) The information required by Item 403 of Regulation S-K
with respect to each such Nominee is set forth in Section B.4. above and Annex
VII hereto.
Item 7 - Directors and Executive Officers
-----------------------------------------
(a) The information required by Instruction 4 to Item 103
of Regulation S-K with respect to each such Nominee is set forth below:
Except as set forth below, no such Nominee is involved in
any material pending legal proceedings with respect to the Company:
The Proponent is commencing a lawsuit against the Company
and certain members of the Company's Board of Directors in the United States
District Court for the District of Connecticut. The Proponent's complaint (the
"Complaint") alleges, among other things, that Article X of the Bylaws (insofar
as it provides for a two-thirds supermajority vote of the shareholders to amend
the Bylaws) violates Section 33-807 of the CBCA and is therefore invalid; that
the Company's poison pill violates Section 33-665 of the CBCA and is therefore
invalid; that shareholders have the right to vote on the Proponent's proposals
at the 2000 Annual Meeting; and that the directors have breached their fiduciary
obligations to the Company and its shareholders. The Complaint seeks declaratory
and injunctive relief as well as money damages. The Complaint also asks the
Court to order that the 2000 Annual Meeting be held no later than April 30,
2000. The Proponent refers to the Complaint for a complete description of its
claims.
8
<PAGE>
(b) The Information required by Items 401, 404(a) and (c)
and 405 of Regulation S-K with respect to each such Nominee is set forth below:
Item 401:
---------
(a) Identification of Directors. The names and
ages of the Nominees who are not directors of the Company
as of the date hereof are set forth above under Section
B.2. above, and any arrangement or understanding between
any such Nominee and any other person pursuant to which he
was or is to be selected as a Nominee or director is set
forth above under Section C.4. below. None of the Nominees
currently holds any position or office with the Company or
has ever served previously as a director of the Company.
If elected, Samuel J. Heyman, Sunil Kumar and Philip
Peller would serve, subject to the provisions of the
Bylaws, until the 2003 annual meeting of the Company's
shareholders and until their respective successors have
been elected and qualified. If elected, Alan Meckler, Dan
Ogden, Morrison DeSoto Webb and Robert Englander would
serve, subject to the provisions of the Bylaws, until the
2002 annual meeting of the Company's shareholders and
until their respective successors have been elected and
qualified, and John Droney, Anthony T. Kronman and Vincent
Tese, if elected, would serve, subject to the provisions
of the Bylaws, until the 2001 annual meeting of
shareholders and until their respective successors have
been elected and qualified, subject, in each case, to the
allocation by the Company's Board of such directorships to
a different class, consistent with Section 33-740 of the
CBCA.
(e) Business Experience. The business
experience of each of the Nominees during the past five
years is as follows:
Name Business Experience During Past Five Years
- ---- ------------------------------------------
Samuel J. Heyman Mr. Heyman has been a director and Chairman of
ISP since its formation and served as its Chief
Executive Officer from its formation until June
1999. He also has been a director, Chairman and
Chief Executive Officer of GAF Corporation
("GAF") and certain of its subsidiaries for
more than five years. Mr. Heyman has been a
director and Chairman of Building Materials
Corporation of America ("BMCA"), an indirect,
approximately 97% -owned subsidiary of GAF,
since its formation, and has served as Chief
Executive Officer of BMCA since June 1999,
which position he also held from June 1996 to
January 1999. He is also the Chief Executive
Officer, Manager and General Partner of a
number of closely held real estate development
companies and partnerships whose investments
include commercial real estate and a portfolio
of publicly traded securities.
9
<PAGE>
Sunil Kumar Mr. Kumar has been a director, President and
Chief Executive Officer of ISP since June 1999.
Mr. Kumar also has been President and Chief
Executive Officer of certain subsidiaries of
ISP, including ISP Investments Inc., since June
1999. Mr. Kumar was a director, President and
Chief Executive Officer of BMCA from May 1995,
January 1999 and July 1996, respectively, until
June 1999. He was Chief Operating Officer of
BMCA from March 1996 to January 1999. Mr. Kumar
also was President, Commercial Roofing Products
Division, and Vice President of BMCA from
February 1995 to March 1996. From 1992 to
February 1995, he was Executive Vice President
of Bridgestone/Firestone, Inc., a retail
distributor and manufacturer of tires and
provider of automobile services.
Philip Peller Prior to his retirement on November 30, 1999,
Mr. Peller was a partner of Andersen Worldwide
S.C. and Arthur Andersen LLP, a role he had
held since 1970. He served as Managing Partner
- Practice Protection and Partner Affairs for
Andersen Worldwide during the period 1998 to
1999 and as Managing Partner - Practice
Protection from 1996 to 1998. During the period
1995 to 1996, he was the Managing Director -
Quality, Risk Management and Professional
Competence for Arthur Andersen's global audit
practice.
Alan Meckler Mr. Meckler has been the Chairman and Chief
Executive Officer of Internet.com Corp. since
December 1998. He was the Chairman and Chief
Executive Officer of Mecklermedia Corp. from
June 1971 to November 30, 1998.
Dan Ogden Mr. Ogden has been the President and Chief
Operating Officer of Yokohama Tire Corporation
since August 1997. From September 1996 until
August 1997, Mr. Ogden was engaged in private
investment activities. He was President and
Chief Operating Officer of EMCO Enterprises,
Inc. from December 1992 until August 1996.
Morrison DeSoto Webb Mr. Webb has been an attorney in private
practice since January 2000. He was Executive
Vice President - External Affairs and Corporate
Communications at Bell Atlantic Corporation
from August 1997 until December 1999. From May
1995 until August 1997, Mr. Webb was Executive
Vice President, General Counsel and Secretary
of NYNEX Corporation.
10
<PAGE>
He was Vice President - General Counsel of New
England Telephone and Telegraph Company, a
subsidiary of NYNEX Corporation, from 1991
until 1995 and Vice President - General Counsel
of New York Telephone Company, a subsidiary of
NYNEX Corporation from 1994 until 1995.
Robert Englander Mr. Englander has been the Chairman and Chief
Executive Officer of Belvoir Publications since
February 1973.
John Droney Mr. Droney has been an attorney with Levy &
Droney, P.C. since February 1988. Mr. Droney
was also Chairman of the Democratic Party in
Connecticut and a member of the Democratic
National Committee from 1986-1992.
Anthony T. Kronman Mr. Kronman has been Dean and Professor of Law
at Yale Law School since 1994 and 1978,
respectively.
Vincent Tese Mr. Tese has been the Chairman of Wireless
Cable International Inc. since April 1995. Mr.
Tese was Chairman of Cross Country Wireless
Inc. from October 1994 to July 1995. Mr. Tese
was the Director of Economic Development for
the State of New York from June 1987 to
December 1994 and also served as the Chairman
of the Urban Development Corporation in New
York from 1985 to 1994.
Other than as set forth immediately below, none
of the Nominees is a director of any company with a class
of securities registered pursuant to Section 12 of the
Exchange Act or subject to the requirements of Section
15(d) thereof, or any registered investment company under
the Investment Company Act of 1940:
Samuel J. Heyman is a director of International
Specialty Products Inc. and Building Materials
Corporation of America.
Sunil Kumar is a director of International
Specialty Products Inc.
Alan Meckler is a director of Internet.com
Corporation.
Vincent Tese is a director of Allied Waste
Industries, Inc., Bear Stearns Companies Inc.,
Bowne & Co., Inc., Cablevision Systems Corp.,
Keyspan Corp. and Mack-Cali Realty Corp.
(f) Involvement in Certain Legal Proceedings.
None of the Nominees has been the subject of any order,
action or proceeding of the type described in Item 401(f).
11
<PAGE>
Item 404(a):
------------
Other than as set forth immediately below,
since the beginning of the Company's 1999 fiscal year,
none of the Nominees or any member of their immediate
families had any material interest in a transaction, or
has any material interest in a proposed transaction, to
which the Company or any subsidiary of the Company was a
party and in which the amount involved exceeded $60,000:
The Proponent and certain of its affiliates
beneficially own approximately 14% of the outstanding
shares of common stock of LTI (the "LTI Common Stock").
Samuel J. Heyman, by virtue of his beneficial ownership
(as defined in Rule 13d-3) of approximately 76% of the
capital stock of ISP, may be deemed to own beneficially
(solely for purposes of Rule 13d-3) the LTI Common Stock
owned by the Proponent and such affiliates. Mr. Heyman has
no knowledge of the commercial dealings between the
Company and LTI, other than information that may be
disclosed in the public filings of the Company and LTI.
Item 404(c):
------------
None of the Nominees or any member of their
immediate families has been indebted to the Company or any
of its subsidiaries at any time since the beginning of the
Company's 1999 fiscal year in an amount in excess of
$60,000.
Item 405:
---------
Not applicable.
(c) The information required by Item 404 (b) of Regulation
S-K with respect to each such Nominee is set forth below:
None of the Nominees has or has had during the Company's
1999 fiscal year any relationship with the Company or its subsidiaries of the
type described in Item 404(b) of Regulation S-K.
Item 8 - Compensation of Directors and Executive Officers
---------------------------------------------------------
The information required by Item 402 of Regulation S-K with
respect to each such Nominee and their associates is set forth below:
No Nominee has received any compensation from the Company.
12
<PAGE>
C. INFORMATION REGARDING THE PROPONENT
1. NAME AND RECORD ADDRESS OF THE PROPONENT
----------------------------------------
Name Record Address
- ---- --------------
ISP Investments Inc. 1361 Alps Road
Wayne, New Jersey 07470
2. THE CLASS AND NUMBER OF SHARES BENEFICIALLY OWNED BY THE
PROPONENT AS OF THE DATE OF THIS NOTICE
--------------------------------------------------------
The class of shares of the Company's capital stock
beneficially owned by the persons listed below as of the date of this Notice is
Common Stock.
Number of Shares
Name Beneficially Owned
- ---- ------------------
ISP Investments Inc. 2,229,200
3. REPRESENTATION OF THE PROPONENT
-------------------------------
By executing this Notice of Intention to Present Business
and Nominations, the Proponent thereby represents that the Proponent intends to
appear in person or by proxy at the 2000 Annual Meeting to nominate the
Proponent's nominees.
4. DESCRIPTION OF ALL ARRANGEMENTS BETWEEN THE PROPONENT AND
THE NOMINEES AND OTHER PERSONS PURSUANT TO WHICH
NOMINATIONS ARE BEING MADE
---------------------------------------------------------
Each of the Proponent's Nominees (other than Samuel J.
Heyman and Sunil Kumar) will receive a stipend of $50,000 for his service as a
Nominee. This stipend is not refundable in any manner in connection with the
outcome of the Proponent's proxy solicitation or otherwise.
Each of the Proponent's Nominees is a party to an indemnity
agreement with ISP (each, a "Director Indemnity Agreement" and collectively, the
"Director Indemnity Agreements"). In accordance with the terms of the Director
Indemnity Agreements, ISP has agreed to indemnify and hold harmless each of the
Proponent's Nominees from and against, among other things, all expenses,
liabilities and losses, including reasonable attorneys' fees, related to any
action, suit or proceeding to which such Nominee is made a party or threatened
to be made a party by reason of such Nominee's action or inaction while serving
as one of the Proponent's Nominees.
13
<PAGE>
5. OTHER INFORMATION REQUIRED BY THE PROXY RULES REGARDING
THE PROPONENT
-------------------------------------------------------
Such other information regarding the Proponent as would be
required to be included in a Proxy Statement on Schedule 14A under the Exchange
Act in connection with the solicitation of proxies for the adoption of the
Proponent's proposals described herein and the election of the Proponent's
nominees is set forth on Annex VII hereto. Please see Annex VII hereto and
Section B. above for additional information regarding the Proponent required by
Regulation 14A under the Exchange Act.
* * *
14
<PAGE>
The Proponent requests written notice as soon as practicable, but in
no event later than February 4, 2000, of any alleged defect in this Notice of
Intention to Present Business and Nominations and reserves the right, following
receipt of any such notice, to either challenge, or attempt as soon as
practicable to cure, such alleged defect. The Proponent reserves the right to
give further notice of additional business or nominations to be conducted or
made at the 2000 Annual Meeting or other meeting of the Company's shareholders,
to revise the proposals or nominations describe herein, or not to present any
one or more of the proposals or nominations described herein.
The Proponent agrees to furnish such other information with respect
to the Nominees as may reasonably be required by the Company to determine the
eligibility of any such Nominee to serve as a director of the Company.
Nothing herein shall be deemed to be an admission that the Proponent,
the Nominees or the beneficial owners of any of the shares of Common Stock held
of record by any participants in any proxy solicitation by the Proponent
pursuant to Regulation 14A under the Exchange Act, constitute a "group" within
the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended,
or the rules and regulations thereunder or of any provision of the CBCA.
Please direct any questions regarding the information contained in
this Notice of Intention to Present Business and Nominations to Richard A.
Weinberg, Esq., c/o ISP Management Company, Inc., 1361 Alps Road, Wayne, New
Jersey 07470, (973) 628-3000 (Phone), (973) 628-3229 (Facsimile), with a copy to
Stephen E. Jacobs, Esq., Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York,
New York 10153, (212) 310-8320 (Phone), (212) 310-8007 (Facsimile).
In witness whereof, the Proponent has caused this Notice of Intention
to Present Business and Nominations to be duly executed on this 27th day of
January, 2000.
INTERNATIONAL SPECIALTY PRODUCTS INC.
ISP INVESTMENTS INC.
By: /s/ Susan B. Yoss
----------------------------------
Name: Susan B. Yoss
Title: Senior Vice President and Treasurer
15
<PAGE>
ANNEX I
BOARD SIZE BYLAW PROPOSAL
RESOLVED, that the Bylaws of Dexter Corporation be, and they hereby
are, amended, effective at the time this resolution is approved by the
shareholders of Dexter Corporation, by:
1. deleting the fourth sentence of Article III, Section 1, which reads
"[e]ach class of directorships shall consist of not less than one nor
more than five directorships", in its entirety;
2. adding a new fourth sentence of Article III, Section 1 as follows:
"At the annual meeting of the shareholders of the corporation held in
2000, additional directors shall be elected so that the Board of
Directors shall consist of seventeen directorships. The additional
directorships thereby created shall be allocated to the classes with
terms expiring at the annual meeting of the shareholders of the
corporation to be held in 2001 or 2002, unless allocated to a
different class by the Board of Directors consistent with Section
33-740 of the Connecticut Business Corporation Act"; and
3. adding a new final sentence of Article III, Section 1 as follows:
"The fourth sentence of this Section 1 may be altered, amended or
repealed only with the approval of the shareholders of the corporation
entitled to vote thereon in the manner set forth in Section 33-709(c)
of the Connecticut Business Corporation Act."
16
<PAGE>
ANNEX II
THE ADDITIONAL DIRECTORS ELECTION PROPOSAL
RESOLVED, that each of the following persons be elected a director of
Dexter Corporation to fill the new directorships on the Board of Directors of
Dexter Corporation resulting from the adoption of the resolution amending
Article III, Section 1 of the Bylaws to increase the size of the Board, for a
term commencing at the time this resolution is adopted by the shareholders of
Dexter Corporation and shall be allocated into classes with terms continuing
until the annual meeting of the shareholders of Dexter Corporation to be held in
the year indicated below, and until the election and qualification of his
respective successor or until his earlier resignation or removal:
Alan Meckler 2002
Dan Ogden 2002
Morrison DeSoto Webb 2002
Robert Englander 2002
John Droney 2001
Anthony T. Kronman 2001
Vincent Tese 2001
; provided, that the Board of Directors may instead allocate certain of such
directorships to a different class, consistent with Section 33-740 of the
Connecticut Business Corporation Act.
17
<PAGE>
ANNEX III
THE POISON PILL BYLAW PROPOSAL
RESOLVED, that the Bylaws of Dexter Corporation be, and they hereby
are, amended, effective at the time this resolution is approved by the
shareholders of Dexter Corporation, by adding the following Section 7 to the end
of Article II:
"Section 7. Rights Agreements.
-----------------
The Board of Directors, in exercising its rights
and duties with respect to the administration of the Rights
Agreement, dated as of August 23, 1996, as amended, by and
between the corporation and ChaseMellon Shareholder
Services L.L.C., as Rights Agent (the "Rights Agreement")
will carry out a resolution authorizing (i) the partial or
complete redemption of the rights issued pursuant to the
Rights Agreement (the "Rights"), or (ii) an amendment to
the Rights Agreement making the Rights inapplicable to
offers or transactions or types of offers or transactions
specified in such resolution, if such resolution is
authorized and approved by the shareholders of the
corporation entitled to vote thereon in the manner set
forth in Section 33-709(c) of the Connecticut Business
Corporation Act. In addition, the Board of Directors shall
not adopt any new shareholder rights plan, rights agreement
or any other form of "poison pill" which is designed to or
has the effect of making acquisitions of large holdings of
the corporation's shares of capital stock more difficult or
expensive, unless such plan is first approved by the
shareholders of the corporation entitled to vote thereon in
the manner set forth in Section 33-709(c) of the
Connecticut Business Corporation Act. This Section 7 may be
altered, amended or repealed only with the approval of the
shareholders of the corporation entitled to vote thereon in
the manner set forth in Section 33-709(c) of the
Connecticut Business Corporation Act."
18
<PAGE>
ANNEX IV
THE POISON PILL AMENDMENT PROPOSAL
RESOLVED, that the shareholders of Dexter Corporation hereby exercise
their right under Article II, Section 7 of the Bylaws of Dexter Corporation, as
amended on the date hereof, to require the Board of Directors to promptly amend
the Rights Agreement, dated as of August 23, 1996, as amended, by and between
Dexter Corporation and ChaseMellon Shareholder Services, L.L.C. (the "Rights
Agreement") to provide that the acquisition of beneficial ownership of shares of
common stock, par value $1.00 per share, of Dexter Corporation ("Common Stock")
pursuant to any offer for all outstanding shares of Common Stock for
consideration of at least $45 per share net to the seller in cash, shall
constitute a "Qualifying Offer" within the meaning of Sections 11(a)(ii) and
13(d) of the Rights Agreement.
19
<PAGE>
ANNEX V
THE BYLAW REPEAL PROPOSAL
RESOLVED, that any and all amendments made by the Board of Directors
of Dexter Corporation to the Bylaws of Dexter Corporation on or after February
26, 1999, be, and the same hereby are, repealed, and that, without the approval
of the shareholders of Dexter Corporation, the Board of Directors may not
thereafter amend any section of the Bylaws affected by such repeal or adopt any
new Bylaw provision which serves to reinstate any repealed provisions or any
similar provisions.
20
<PAGE>
ANNEX VI
THE OMNIBUS PROPOSAL
RESOLVED, that each of the proposals of International Specialty
Products Inc. and ISP Investments Inc. shall be voted upon by the shareholders
of Dexter Corporation at the 2000 Annual Meeting in the following order:
1. This Omnibus Proposal;
2. The Bylaw Repeal Proposal;
3. The Director Election Proposal;
4. The Board Size Bylaw Proposals;
5. The Additional Directors Election Proposal;
6. The Poison Pill Bylaw Proposal; and
7. The Poison Pill Amendment Proposal.
21
<PAGE>
ANNEX VII
INFORMATION CONCERNING CERTAIN DIRECTORS,
OFFICERS, EMPLOYEES AND OTHER
REPRESENTATIVES OF THE PROPONENT
Information is being given herein for (i) International Specialty
Products Inc., a Delaware corporation ("ISP"), (ii) ISP Investments Inc., a
Delaware corporation (together with ISP, the "Proponents"), (iii) Samuel J.
Heyman, a natural person and nominee for the Board of Directors of the Company
("Heyman"), (iv) Sunil Kumar, a natural person and nominee for the Board of
Directors of the Company ("Kumar"), (v) Philip Peller, a natural person and
nominee for the Board of Directors of the Company ("Peller"), (vi) Alan Meckler,
a natural person and nominee for the Board of Directors of the Company
("Meckler"), (vii) Dan Ogden, a natural person and nominee for the Board of
Directors of the Company ("Ogden"), (viii) Morrison DeSoto Webb, a natural
person and nominee for the Board of Directors of the Company ("Webb"), (ix)
Robert Englander, a natural person and nominee for the Board of Directors of the
Company ("Englander"), (x) John Droney, a natural person and nominee for the
Board of Directors of the Company ("Droney"), (xi) Anthony T. Kronman, a natural
person and nominee for the Board of Directors of the Company ("Kronman"), and
(xii) Vincent Tese, a natural person and nominee for the Board of Directors of
the Company ("Tese"), who are each a "participant in a solicitation" as defined
under the proxy rules (collectively, the "Participants").
Information is also given for each of the entities listed on Schedule
A to this Annex VII, each of which is an "associate", as defined under the proxy
rules, of the Proponents.
Each of the Proponents is a Delaware corporation. Each of the
Proponents has its principal place of business at 300 Delaware Avenue,
Wilmington, Delaware 19801. The address of each of the entities listed on
Schedule A to this Annex VII is c/o ISP Management Company, Inc., 1361 Alps
Road, Wayne, New Jersey 07470.
The Participants may be deemed to have beneficial ownership of the
Company's Common Stock and the common stock, par value $.01 per share ("LTI
Common Stock"), of Life Technologies, Inc. ("LTI") as set forth immediately
below. Except as set forth below, no associates of any of the Participants owns
any Common Stock or LTI Common Stock.
22
<PAGE>
<TABLE>
<CAPTION>
APPROXIMATE MARGIN
NUMBER OF SHARES OF THE NUMBER OF SHARES INDEBTEDNESS WITH RESPECT
NAME COMPANY'S COMMON STOCK OF LTI'S COMMON STOCK TO COMMON STOCK
- ---- ---------------------- --------------------- ---------------
<S> <C> <C> <C>
ISP Investments Inc. 2,299,200 3,384,600 (5)
(direct ownership)(1) (direct/indirect ownership)(2)(3)
ISP Opco Holdings Inc. 2,299,200 3,384,600 (5)
(indirect ownership)(1) (indirect ownership)(2)(3)
ISP Ireland 0 452,000 (5)
(direct ownership)(3)
International Specialty 2,299,200 3,506,270 (5)
Products Inc. (indirect ownership)(1) (direct/indirect ownership)(2)(3)(4)
Samuel J. Heyman 2,299,200 3,506,270 (5)
(indirect ownership)(1) (indirect ownership)(2)(3)(4)
Sunil Kumar 0 0 $ 0
Philip Peller 0 0 $ 0
Alan Meckler 0 0 $ 0
Dan Ogden 0 0 $ 0
Morrison DeSoto Webb 0 0 $ 0
Robert Englander 0 0 $ 0
John Droney 0 0 $ 0
Anthony T. Kronman 0 0 $ 0
Vincent Tese 0 0 $ 0
</TABLE>
23
<PAGE>
(1) The Proponent has the sole power to vote, direct the voting of,
dispose of and direct the disposition of the Common Stock. ISP Opco
Holdings Inc. ("ISP Opco"), by virtue of its indirect ownership of
all of the outstanding capital stock of the Proponent, may be deemed
to own beneficially (solely for purposes of Rule 13d-3) the Common
Stock owned by the Proponent. International Specialty Products Inc.
("ISP"), by virtue of its ownership of all of the outstanding common
stock of ISP Opco, may be deemed to own beneficially (solely for
purposes of Rule 13d-3) the Common Stock owned by the Proponent. Mr.
Heyman, by virtue of his beneficial ownership (as defined in Rule
13d-3) of approximately 76% of the capital stock of ISP, may be
deemed to own beneficially (solely for purposes of Rule 13d-3) the
Common Stock owned by the Proponent.
(2) The Proponent has the sole power to vote, direct the voting of,
dispose of and direct the disposition of 2,932,600 shares of LTI
Common Stock. ISP Opco, by virtue of its indirect ownership of all of
the outstanding capital stock of the Proponent, may be deemed to own
beneficially (solely for purposes of Rule 13d-3) all of the LTI
Common Stock owned by the Proponent. ISP, by virtue of its ownership
of all of the outstanding common stock of ISP Opco, may be deemed to
own beneficially (solely for purposes of Rule 13d-3) the LTI Common
Stock owned by the Proponent. Mr. Heyman, by virtue of his beneficial
ownership (as defined in Rule 13d-3) of approximately 76% of the
capital stock of ISP, may be deemed to own beneficially (solely for
purposes of Rule 13d-3) the LTI Common Stock owned by the Proponent.
(3) ISP Ireland has the sole power to vote, direct the voting of, dispose
of and direct the disposition of 452,000 shares of LTI Common Stock.
The Proponent, by virtue of its indirect ownership of all of the
outstanding capital stock of ISP Ireland, may be deemed to own
beneficially (solely for purposes of Rule 13d-3) all of the LTI
Common Stock owned by ISP Ireland. ISP Opco, by virtue of its
indirect ownership of all of the outstanding capital stock of the
Proponent, may be deemed to own beneficially (solely for purposes of
Rule 13d-3) all of the LTI Common Stock owned by ISP Ireland. ISP, by
virtue of its ownership of all of the outstanding common stock of ISP
Opco, may be deemed to own beneficially (solely for purposes of Rule
13d-3) the LTI Common Stock owned by ISP Ireland. Mr. Heyman, by
virtue of his beneficial ownership (as defined in Rule 13d-3) of
approximately 76% of the capital stock of ISP, may be deemed to own
beneficially (solely for purposes of Rule 13d-3) the LTI Common Stock
owned by ISP Ireland.
(4) ISP has the sole power to vote, direct the voting of, dispose of and
direct the disposition of 121,670 shares of LTI Common Stock. Mr.
Heyman, by virtue of his beneficial ownership (as defined in Rule
13d-3) of approximately 76% of the capital stock of ISP, may be
deemed to own beneficially (solely for purposes of Rule 13d-3) the
LTI Common Stock owned by ISP.
(5) In the ordinary course of its business, ISP Investments Inc.
purchases securities for its investment portfolio with funds obtained
from the working capital of ISP Investments, loans from affiliates
and borrowings pursuant to standard margin arrangements.
Other than as set forth immediately below, to the best of the
knowledge of the Participants and their associates, none has been, within the
past year, a party to any contract, arrangement or understanding with any person
with respect to any securities of the Company, including but not limited to
joint ventures, loan or option arrangements, puts or calls, guarantees against
loss or guarantees of profits, division of losses or profits, or the giving or
withholding of proxies:
On November 25, 1998, ISP entered into an agreement (the "Group
Agreement") with certain other persons with respect to such parties' ownership
of LTI
24
<PAGE>
Common Stock. Pursuant to the terms of the Group Agreement, ISP and the other
parties thereto agreed (i) not to sell or otherwise dispose of any shares of LTI
Common Stock unless all of the parties mutually agreed (subject to certain
exceptions), (ii) to bear its own costs and expenses incurred in connection with
its ownership of LTI Common Stock, the Group Agreement or any transactions
entered into pursuant to the Group Agreement (subject to certain exceptions for
expenses incurred for the benefit of all the parties thereto), (iii) to join
with ISP in a Schedule 13D filing and any required amendments thereto and (iv)
not to enter into any other contract, arrangement, understanding or relationship
with any other person with respect to the equity securities of LTI. The Group
Agreement provided for a term of six months, but was extended through September
30, 2000 by all but one of the original members of the group.
No Participant or Associate owns any securities of the Company of
record but not beneficially.
None of the Participants and none of their associates has any
arrangement or understanding with any person with respect to (i) any future
employment with the Company or (ii) any future transactions to which the Company
or any of its affiliates may be a party, except as set forth in the letter,
dated December 14, 1999, from Mr. Heyman to the Company's Chairman and Chief
Executive Officer, in which ISP proposed to purchase all of the Company's
outstanding Common Stock for $45 per share in a merger transaction, which
proposal was subsequently rejected by the Company's Board by correspondence
dated December 23, 1999. No family relationships exist among the Proponent's
Nominees or between any Company director or executive officer and any of the
Proponent's Nominees.
The Proponent reserves the right to retain one or more financial
advisors and proxy solicitors, who may be considered participants in a
solicitation under Regulation 14A of the Exchange Act.
The following is a summary of all transactions in Company securities
by the Participants over the last two years.
DATE OF TRANSACTION NATURE OF TRANSACTION NUMBER OF SHARES
-------------------------------------------------------------------
09/15/98 Buy 37,000
09/17/98 Buy 440,000
09/21/98 Buy 64,700
09/23/98 Buy 5,400
09/25/98 Buy 10,000
09/30/98 Buy 10,600
10/01/98 Buy 100
10/02/98 Buy 25,000
10/05/98 Buy 600
25
<PAGE>
10/06/98 Buy 14,200
10/07/98 Buy 18,400
10/09/98 Buy 55,500
10/16/98 Buy 169,100
10/19/98 Buy 75,000
11/11/98 Buy 47,500
11/12/98 Buy 69,600
12/01/98 Sell (50,000)
12/02/98 Sell (25,000)
12/04/98 Buy 106,500
12/09/98 Buy 11,600
12/10/98 Buy 15,600
12/11/98 Buy 18,500
12/14/98 Buy 14,000
12/15/98 Buy 6,000
02/17/99 Buy 5,000
03/31/99 Buy 7,500
05/07/99 Sell (25,000)
05/13/99 Buy 10,000
05/14/99 Buy 20,000
05/17/99 Buy 17,100
05/18/99 Buy 21,600
05/19/99 Buy 2,500
05/21/99 Buy 10,000
05/24/99 Buy 11,400
05/25/99 Buy 20,500
05/26/99 Buy 20,000
05/27/99 Buy 19,000
05/28/99 Buy 2,000
06/01/99 Buy 19,000
06/02/99 Buy 22,500
06/03/99 Buy 6,200
06/07/99 Buy 5,500
06/08/99 Buy 1,900
06/09/99 Buy 31,500
06/10/99 Buy 1,300
06/15/99 Buy 10,000
06/24/99 Sell (25,000)
07/13/99 Sell (2,900)
07/22/99 Buy 9,600
07/23/99 Buy 5,000
07/26/99 Buy 4,700
07/28/99 Buy 7,700
26
<PAGE>
08/03/99 Sell (6,300)
08/05/99 Buy 3,500
08/06/99 Sell (3,500)
08/09/99 Buy 248,400
08/10/99 Buy 11,400
08/11/99 Buy 12,700
08/19/99 Sell (5,300)
08/20/99 Buy 56,000
08/23/99 Buy 94,900
08/24/99 Buy 28,900
08/25/99 Buy 12,300
08/27/99 Buy 12,000
08/30/99 Buy 13,000
08/31/99 Buy 7,500
09/03/99 Buy 84,300
09/07/99 Buy 48,600
09/08/99 Buy 9,900
09/13/99 Sell (1,000)
09/14/99 Sell (1,400)
09/15/99 Sell (2,000)
09/17/99 Buy 46,300
09/20/99 Buy 76,000
09/21/99 Buy 31,400
09/22/99 Buy 15,000
09/23/99 Buy 34,000
09/24/99 Buy 47,600
09/27/99 Buy 46,500
-------------
2,299,200
=============
27
<PAGE>
SCHEDULE A TO ANNEX VII
Associates of International Specialty Products Inc.
---------------------------------------------------
ISP Opco Holdings Inc.
Belleville Realty Corp.
ISP Alginates Inc.
ISP Management Company, Inc.
ISP Chemicals Inc.
ISP Minerals Inc.
ISP Technologies Inc.
ISP Mineral Products Inc.
ISP Environmental Services Inc.
Bluehall Incorporated
ISP Realty Corporation
ISP Real Estate Company, Inc.
International Specialty Products Funding Corporation
ISP Newark Inc.
ISP Van Dyk Inc.
ISP Fine Chemicals Inc.
ISP Freetown Fine Chemicals Inc.
Verona Inc.
ISP Global Technologies Inc.
ISP International Corp.
ISP Marl Holdings Gmbh
ISP Holdings (U.K.) Ltd.
ISP Ireland
ISP (Puerto Rico) Inc.
ISP Marl Gmbh
ISP Acetylene Gmbh
ISP Alginates (U.K.) Ltd.
ISP (Great Britain) Co. Ltd.
ISP Andina, C.A.
ISP Argentina S.A.
ISP Asia Pacific Pte Ltd.
ISP (Australasia) Pte Ltd.
ISP (Belgium) N.V.
ISP (Belgium) International N.V.
ISP do Brasil Ltda.
ISP (Canada) Inc.
ISP Ceska Republika Spol S.R.O.
ISP (China) Limited
ISP Colombia Ltda.
28
<PAGE>
ISP Freight Service N.V.
ISP Global Operations (Barbados) Inc.
ISP Global Technologies (Belgium) S.A.
ISP Global Technologies (Germany) Holding Gmbh
ISP Customer Service Gmbh
ISP Global Technologies Deutschland Gmbh
International Specialty Products ISP (France) S.A.
ISP (Hong Kong) Limited
ISP (Italia) S.r.l.
ISP (Japan) Ltd.
ISP (Korea) Limited
ISP Mexico, S.A. de C.V.
ISP (Norden) A.B.
ISP (Osterreich) G.m.b.h.
ISP (Polska) Sp.z. o.p.
ISP Sales (Barbados) Inc.
ISP Sales (U.K.) Limited
ISP (Singapore) Pte Ltd.
ISP (Switzerland) A.G.
ISP (Thailand) Co., Ltd.
Chemfields Pharmaceuticals Private Limited
29
<PAGE>
Exhibit 1-A
Consent to Serve as Director of Dexter Corporation
--------------------------------------------------
To: Secretary of Dexter Corporation
The undersigned hereby consents (i) to be nominated for election to
the Board of Directors of Dexter Corporation, a Connecticut corporation (the
"Company"), (ii) to serve as a director of the Company, if he is duly elected by
the shareholders thereof, and (iii) to the reference to his or her name in the
Proxy Statement of International Specialty Products Inc., and any amendments
thereto, in connection with the 2000 Annual Meeting of Shareholders of the
Company, as a person nominated to serve as a director of the Company.
Dated the 27th day of January, 2000.
/s/ Samuel J. Heyman
--------------------
Samuel J. Heyman
30
<PAGE>
Exhibit 1-B
Consent to Serve as Director of Dexter Corporation
--------------------------------------------------
To: Secretary of Dexter Corporation
The undersigned hereby consents (i) to be nominated for election to
the Board of Directors of Dexter Corporation, a Connecticut corporation (the
"Company"), (ii) to serve as a director of the Company, if he is duly elected by
the shareholders thereof, and (iii) to the reference to his or her name in the
Proxy Statement of International Specialty Products Inc., and any amendments
thereto, in connection with the 2000 Annual Meeting of Shareholders of the
Company, as a person nominated to serve as a director of the Company.
Dated the 27th day of January, 2000.
/s/ Sunil Kumar
-----------------------
Sunil Kumar
31
<PAGE>
Exhibit 1-C
Consent to Serve as Director of Dexter Corporation
--------------------------------------------------
To: Secretary of Dexter Corporation
The undersigned hereby consents (i) to be nominated for election to
the Board of Directors of Dexter Corporation, a Connecticut corporation (the
"Company"), (ii) to serve as a director of the Company, if he is duly elected by
the shareholders thereof, and (iii) to the reference to his or her name in the
Proxy Statement of International Specialty Products Inc., and any amendments
thereto, in connection with the 2000 Annual Meeting of Shareholders of the
Company, as a person nominated to serve as a director of the Company.
Dated the 22nd day of January, 2000.
/s/Philip Peller
----------------
Philip Peller
32
<PAGE>
Exhibit 1-D
Consent to Serve as Director of Dexter Corporation
--------------------------------------------------
To: Secretary of Dexter Corporation
The undersigned hereby consents (i) to be nominated for election to
the Board of Directors of Dexter Corporation, a Connecticut corporation (the
"Company"), (ii) to serve as a director of the Company, if he is duly elected by
the shareholders thereof, and (iii) to the reference to his or her name in the
Proxy Statement of International Specialty Products Inc., and any amendments
thereto, in connection with the 2000 Annual Meeting of Shareholders of the
Company, as a person nominated to serve as a director of the Company.
Dated the 27th day of January, 2000.
/s/Robert Englander
-------------------
Robert Englander
33
<PAGE>
Exhibit 1-E
Consent to Serve as Director of Dexter Corporation
--------------------------------------------------
To: Secretary of Dexter Corporation
The undersigned hereby consents (i) to be nominated for election to
the Board of Directors of Dexter Corporation, a Connecticut corporation (the
"Company"), (ii) to serve as a director of the Company, if he is duly elected by
the shareholders thereof, and (iii) to the reference to his or her name in the
Proxy Statement of International Specialty Products Inc., and any amendments
thereto, in connection with the 2000 Annual Meeting of Shareholders of the
Company, as a person nominated to serve as a director of the Company.
Dated the 19th day of January, 2000.
/s/Alan Meckler
---------------
Alan Meckler
34
<PAGE>
Exhibit 1-F
Consent to Serve as Director of Dexter Corporation
--------------------------------------------------
To: Secretary of Dexter Corporation
The undersigned hereby consents (i) to be nominated for election to
the Board of Directors of Dexter Corporation, a Connecticut corporation (the
"Company"), (ii) to serve as a director of the Company, if he is duly elected by
the shareholders thereof, and (iii) to the reference to his or her name in the
Proxy Statement of International Specialty Products Inc., and any amendments
thereto, in connection with the 2000 Annual Meeting of Shareholders of the
Company, as a person nominated to serve as a director of the Company.
Dated the 20th day of January, 2000.
/s/Dan Ogden
------------
Dan Ogden
35
<PAGE>
Exhibit 1-G
Consent to Serve as Director of Dexter Corporation
--------------------------------------------------
To: Secretary of Dexter Corporation
The undersigned hereby consents (i) to be nominated for election to
the Board of Directors of Dexter Corporation, a Connecticut corporation (the
"Company"), (ii) to serve as a director of the Company, if he is duly elected by
the shareholders thereof, and (iii) to the reference to his or her name in the
Proxy Statement of International Specialty Products Inc., and any amendments
thereto, in connection with the 2000 Annual Meeting of Shareholders of the
Company, as a person nominated to serve as a director of the Company.
Dated the 19th day of January, 2000.
/s/Morrison DeSoto Webb
-----------------------
Morrison DeSoto Webb
36
<PAGE>
Exhibit 1-H
Consent to Serve as Director of Dexter Corporation
--------------------------------------------------
To: Secretary of Dexter Corporation
The undersigned hereby consents (i) to be nominated for election to
the Board of Directors of Dexter Corporation, a Connecticut corporation (the
"Company"), (ii) to serve as a director of the Company, if he is duly elected by
the shareholders thereof, and (iii) to the reference to his or her name in the
Proxy Statement of International Specialty Products Inc., and any amendments
thereto, in connection with the 2000 Annual Meeting of Shareholders of the
Company, as a person nominated to serve as a director of the Company.
Dated the 18th day of January, 2000.
/s/Anthony T. Kronman
---------------------
Anthony T. Kronman
37
<PAGE>
Exhibit 1-I
Consent to Serve as Director of Dexter Corporation
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To: Secretary of Dexter Corporation
The undersigned hereby consents (i) to be nominated for election to
the Board of Directors of Dexter Corporation, a Connecticut corporation (the
"Company"), (ii) to serve as a director of the Company, if he is duly elected by
the shareholders thereof, and (iii) to the reference to his or her name in the
Proxy Statement of International Specialty Products Inc., and any amendments
thereto, in connection with the 2000 Annual Meeting of Shareholders of the
Company, as a person nominated to serve as a director of the Company.
Dated the 20th day of January, 2000.
/s/John Droney
--------------
John Droney
38
<PAGE>
Exhibit 1-J
Consent to Serve as Director of Dexter Corporation
--------------------------------------------------
To: Secretary of Dexter Corporation
The undersigned hereby consents (i) to be nominated for election to
the Board of Directors of Dexter Corporation, a Connecticut corporation (the
"Company"), (ii) to serve as a director of the Company, if he is duly elected by
the shareholders thereof, and (iii) to the reference to his or her name in the
Proxy Statement of International Specialty Products Inc., and any amendments
thereto, in connection with the 2000 Annual Meeting of Shareholders of the
Company, as a person nominated to serve as a director of the Company.
Dated the 24th day of January, 2000.
/s/Vincent Tese
---------------
Vincent Tese
39
