AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON MAY 15, 2000
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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant To Section 14(a) of the
Securities Exchange Act of 1934.
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Check the appropriate box:
[__] Preliminary Proxy Statement
[__] Confidential, For Use of the Commission Only (as permitted by Rule
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[__] 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)
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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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computed pursuant to Exchange Act Rule 0-11 (set forth the
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was determined):
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4) Proposed maximum aggregate value of transaction:
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FOR IMMEDIATE RELEASE CONTACT:
Monday, May 15, 2000 Edward G. Novotny & Associates, Inc.
(212) 490-2065/2977
INTERNATIONAL SPECIALTY PRODUCTS
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RELEASES LETTER TO DEXTER CORPORATION
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WAYNE, NJ - International Specialty Products Inc. (NYSE - "ISP") has
forwarded the following letter to K. Grahame Walker, Chairman and Chief
Executive Officer of Dexter Corporation (NYSE - "DEX"):
May 15, 2000
Mr. K. Grahame Walker
Chairman and Chief Executive Officer
Dexter Corporation
One Elm Street
Windsor Locks, CT 06096
Dear Grahame,
We just don't seem to be on the same wavelength. While your representatives have
communicated with ours about Dexter's demand that ISP increase its proposal as
the price for moving forward, you should know that we have been struggling for
quite some time now to just keep our $50 per share proposal in place. As one can
imagine, the substantial costs to any acquirer of Dexter in connection with
golden parachute, retention, and severance agreements put into place for the
most part after we surfaced with our Dexter interest, together with other
"change of control" provisions relating to debt instruments, does not make this
any easier. Parenthetically, we believe that Dexter should explicitly disclose
to its shareholders all information concerning these added costs.
By way of recapitulation, after making a $45 per share proposal in December,
with the hope of quickly consummating a transaction, ISP increased its proposal
to $50 per share this past March. Notwithstanding the fact that this was in our
opinion a very fair and full proposal, since that time, Dexter has conducted
what we believe to be an outrageously unfair process. In addition to those
matters mentioned in previous letters, we cite just a few examples.
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(1) When we made our proposal in March, Dexter refused to discuss it and
chose instead to conduct an auction for the Company. While it had
every right to do so, when we (to the best of our knowledge) then won
the auction fair and square, in a "have your cake and eat it too"
approach, instead of proceeding to consummate the transaction with
ISP, Dexter took the position that it was only then willing to
negotiate and even then only if ISP first put a substantially higher
bid on the table;
(2) Dexter's solicitation of proposals from 29 different parties, most of
whom we believe were interested only in isolated Dexter assets and
some of whom were its competitors, coupled with its May 2nd threat to
dismember the Company, was hardly a constructive process.
Surprisingly enough, despite the broad ranging nature of the
Company's solicitation process, we understand Dexter is now
apparently refusing to waive provisions of its confidentiality
agreements with certain third parties, in effect precluding our
discussions with these parties to develop alternatives for Dexter
shareholders; and
(3) I understand that just this past Friday Dexter refused to
definitively commit that it will not attempt a further postponement
of the Annual Meeting. In a similar vein, it is worth noting that it
was only after our prodding that Dexter set a new record date as it
was obligated to do in accordance with legal requirements.
All this has taken place, of course, against the backdrop of extreme volatility
in the financial markets and substantial increases in interest rates. Grahame, I
firmly believe that Dexter is overplaying its hand here and urge reconsideration
of any course of action aimed at dismemberment of the Company, which very
process, in and of itself, we believe can only diminish value.
Sincerely,
/s/ Samuel J. Heyman
Chairman
International Specialty Products Inc.
* * * *
International Specialty Products Inc. is a leading multinational
manufacturer of specialty chemicals and mineral products.
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. 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.
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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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