AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON JULY 7, 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
[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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NY2:\928391/01/54104.0016
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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:
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FOR IMMEDIATE RELEASE CONTACT:
Friday, July 7, 2000 Edward G. Novotny & Associates, Inc.
(212) 490-2065/2977
INTERNATIONAL SPECIALTY PRODUCTS WINS SUPPORT OF
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ADVISORY SERVICE IN DEXTER PROXY CONTEST
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WAYNE, NJ -- International Specialty Products Inc. (NYSE: "ISP") announced
today that Proxy Monitor, one of the nation's leading proxy advisory services,
has recommended that institutional investors, mutual funds and other fiduciaries
vote at Dexter Corporation's (NYSE: "DEX") July 14th Annual Meeting for ISP's
three board nominees, as well as for four of ISP's other shareholder proposals,
including one which would disable Dexter's "poison pill."
In a report released last night, Proxy Monitor, in articulating its
support for ISP's nominees, referred to the history of Dexter's board in
"attempting to entrench itself at all costs" and the need to "send a signal to
the Dexter board that shareholders are concerned over certain past actions."
DEXTER'S "FOOT-DRAGGING STRATEGY" TERMED "UNACCEPTABLE"
The report is highly critical of Dexter's poison pill, which it termed a
"management entrenchment device that erodes shareholder value." The advisory
service went on to observe that the adoption of ISP's two proposals to make the
poison pill inapplicable to cash offers for at least $45 per share "would send a
clear message to a notably unresponsive regime that its foot-dragging strategy
is unacceptable."
- MORE-
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ADD ONE: ISP
Proxy Monitor did not support ISP's proposal to enlarge Dexter's board,
which is currently the subject of litigation in a Connecticut federal court,
stating, "We believe that ISP's representation on the board with three nominees
(pursuant to resolution one) combined with approval of ISP's [other] resolutions
. . . would be sufficient to exert pressure on Dexter's board to maximize
shareholder value."
Commenting on the report, Samuel J. Heyman, ISP's Chairman, said, "We are
gratified by Proxy Monitor's recommendations in favor of our board nominees and
shareholder proposals, and could not agree more with the obvious need to send a
strong message concerning shareholders' insistence that after all these years
Dexter must act now to maximize shareholder value. While we realize the outcome
of the Connecticut litigation concerning our proposal to enlarge the board is
currently uncertain, we urge Dexter shareholders to support our ten board
nominees in the event that the court rules in our favor."
Earlier this week, Dexter D. Coffin Jr., whose family trust is Dexter's
third largest shareholder, announced that he intends to vote for ISP's full
slate of ten directors and the other ISP shareholder proposals at Dexter's
Annual Meeting.
International Specialty Products Inc. is a leading multinational
manufacturer of specialty chemicals and mineral products.
* * * * *
Permission to use quoted materials from the Proxy Monitor report was
neither sought nor obtained.
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.
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