<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
-------------
(Amendment No. 1)*
International Specialty Products Inc.
- --------------------------------------------------------------------------
(Name of Issuer)
Common Stock 460334 10 5
- ----------------------------------- -----------------------------------
(Title of class of securities) (CUSIP number)
Richard A. Weinberg, Esq.
ISP Management Company Inc.
1361 Alps Road
Wayne, New Jersey 07480
201 628-3520
- --------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive
notices and communications)
January 1, 1997
- --------------------------------------------------------------------------
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [_].
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act. (however, see the
Notes.)
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<PAGE>
CUSIP No. 460334 10 5 SCHEDULE Page 2 of 16 Pages
13D
1 NAME OF REPORTING PERSON: Samuel J. Heyman
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:* (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS:* OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF USA
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 80,685,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 80,685,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 80,685,000
EACH REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 83.6%
14 TYPE OF REPORTING PERSON:* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
<PAGE>
CUSIP No. 460334 10 5 SCHEDULE Page 3 of 16 Pages
13D
1 NAME OF REPORTING PERSON: ISP Holdings Inc.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:* (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS:* OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Delaware
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 80,500,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 80,500,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 80,500,000
EACH REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 83.5%
14 TYPE OF REPORTING PERSON:* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
<PAGE>
CUSIP No. 460334 10 5 SCHEDULE Page 4 of 16 Pages
13D
1 NAME OF REPORTING PERSON: Heyman Joint Venture
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:* (a) [_]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS:* WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Connecticut
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 125,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 125,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 125,000
EACH REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.1%
14 TYPE OF REPORTING PERSON:* PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
<PAGE>
CUSIP No. 460334 10 5 SCHEDULE Page 5 of 16 Pages
13D
1 NAME OF REPORTING PERSON: GAF Corporation
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:* (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS:* OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Delaware
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 0
EACH REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0
14 TYPE OF REPORTING PERSON:* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
<PAGE>
CUSIP No. 460334 10 5 SCHEDULE Page 6 of 16 Pages
13D
1 NAME OF REPORTING PERSON: G-I Holdings Inc.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:* (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS:* OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Delaware
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 0
EACH REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0
14 TYPE OF REPORTING PERSON:* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
<PAGE>
CUSIP No. 460334 10 5 SCHEDULE Page 7 of 16 Pages
13D
1 NAME OF REPORTING PERSON: G Industries Corp.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:* (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS:* OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Delaware
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 0
EACH REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0
14 TYPE OF REPORTING PERSON:* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
<PAGE>
CUSIP No. 460334 10 5 SCHEDULE Page 8 of 16 Pages
13D
1 NAME OF REPORTING PERSON: GAF Fiberglass Corporation
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:* (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS:* OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Delaware
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 0
EACH REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0
14 TYPE OF REPORTING PERSON:* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
<PAGE>
The Schedule 13D dated July 3, 1991 filed by Samuel J. Heyman,
GAF Corporation, G-I Holdings Inc., G Industries Corp. and GAF
Chemicals Corporation relating to the Common Stock, par value $.01 per
share ("Common Stock"), of International Specialty Products Inc. (the
"Corporation") is hereby restated and amended to read in its entirety
as follows:
Item 1. Security and Issuer.
-------------------
This statement of beneficial ownership on Schedule 13-D
("Schedule 13D") relates to the common stock, par value $.01 per share
("Common Stock"), of International Specialty Products Inc., a Delaware
corporation (the "Corporation"). The address of the principal
executive office of the Corporation is 818 Washington Street,
Wilmington, Delaware 19801.
Item 2. Identity and Background.
-----------------------
The persons filing this Schedule 13D are Samuel J. Heyman, a
citizen of the United States of America, ISP Holdings Inc., a Delaware
corporation ("ISP Holdings"), Heyman Joint Venture, a Connecticut
general partnership ("HJV"), GAF Corporation, a Delaware corporation
("GAF"), G-I Holdings Inc., a Delaware corporation ("G-I"), G
Industries Corp., a Delaware corporation ("G Industries"), and GAF
Fiberglass Corporation (formerly known as GAF Chemicals Corporation)
("GFC"). Mr. Heyman, GAF and GFC have their principal place of
business at 1361 Alps Road, Wayne, New Jersey 07470. ISP Holdings,
G-I and G Industries have their principal place of business at 818
Washington Street, Wilmington, Delaware 19801. HJV has its principal
place of business at 333 Post Road West, Westport, Connecticut 06881.
(Mr. Heyman and ISP Holdings are hereinafter referred to as the
"Registrants" and, together with HJV, GAF, G-I, G Industries and GFC,
are referred to as the "Reporting Persons.")
The Corporation is controlled by ISP Holdings. ISP Holdings is
controlled by Mr. Heyman. Mr. Heyman will be in a position to
directly and indirectly determine the investment and voting decisions
made by the Registrants. Mr. Heyman is the Manager and a general
partner of HJV. HJV's only other general partner is Heyman No. 1
Associates Limited Partnership, a Connecticut limited partnership,
whose sole general partner is Mr. Heyman. By virtue of his positions
with HJV and Heyman No. 1 Associates Limited Partnership, Mr. Heyman
is in a position to determine the investment and voting decisions made
by HJV. The name, position, citizenship and business address of each
director and executive officer of ISP Holdings are set forth on
Schedule A hereto. The name, business address and citizenship of the
general partners of HJV is set forth in Schedule B hereto.
The business of ISP Holdings consists primarily of owning shares
of Common Stock. Mr. Heyman, directly and through Heyman Holdings
Associates Limited Partnership ("Heyman Holdings"), is the controlling
stockholder of ISP Holdings. Mr. Heyman is the Chairman of the Board
and Chief Executive Officer of ISP Holdings and the Corporation. HJV
is an investment partnership.
9<PAGE>
<PAGE>
Neither the Reporting Persons, nor any executive officer,
director or general partner thereof, has, during the last five years,
(i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws
or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
This Schedule 13D relates to 80,500,000 shares (the "Shares") of
Common Stock and an additional 125,000 shares of Common Stock (the
"Additional Shares").
The Corporation was incorporated in Delaware in 1991 and acquired
substantially all of the operating business of GFC on May 8, 1991 in a
stock acquisition (the "Stock Acquisition"). Prior to the Stock
Acquisition, GFC transferred substantially all of its operating assets
and related liabilities to newly-formed subsidiaries. In the Stock
Acquisition, the Corporation acquired all of the shares of such
subsidiaries and of GFC's existing operating subsidiaries in return
for the Shares and the assumption by the Corporation of GFC's
obligations under an intercompany note in the principal amount of $600
million and an intercompany revolving note in the principal amount of
$200 million.
The aggregate amount of funds used by HJV to purchase the
Additional Shares was $881,250, plus commissions. The funds used to
purchase the Additional Shares were obtained from the working capital
of HJV.
Item 4. Purpose of the Transaction.
--------------------------
ISP Holdings acquired the Shares pursuant to a distribution from
its wholly-owned subsidiary, G-I, which had previously received the
Shares as a distribution from its wholly-owned subsidiary, G
Industries. G Industries had received the Shares as a distribution
from its wholly-owned subsidiary, GFC. All such distributions
occurred on January 1, 1997. As a result of additional transfers
completed on January 1, 1997 in connection with the distributions, G-I
is no longer a subsidiary of ISP Holdings.
HJV acquired the Additional Shares based on its determination
that the Additional Shares represent an attractive investment
opportunity.
10<PAGE>
<PAGE>
Each of the Reporting Persons may acquire additional Shares from
time to time in the open market, in privately negotiated transactions
with third parties or otherwise, depending upon his or its evaluation
of market conditions and other factors. The Reporting Persons have
not determined whether any such additional purchases will be made, the
number of additional shares which will be purchased or the timing of
any purchases.
The Reporting Persons reserve the right to dispose of Shares in
the open market, in privately negotiated transactions or otherwise,
depending upon their evaluation of market conditions and other
factors.
Except as set forth above, the Registrants have no present plans
or intentions which would result in or relate to any other
transactions required to be described in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) As of the close of business on January 2, 1997, ISP Holdings
and Mr. Heyman beneficially owned 80,500,000 shares and 80,685,000
shares, respectively, of Common Stock of the Corporation, which
constitute approximately 83.5% and approximately 83.6%, respectively,
of the outstanding shares of Common Stock based on 96,437,124 of such
shares outstanding as of such date. As of the close of business on
January 2, 1997, HJV beneficially owned 125,000 shares of Common Stock
of the Corporation, which constitute approximately 0.1% of the
outstanding shares of Common Stock. Except as set forth in Schedule C
hereto, none of the directors, executive officers or general partners
of any of the Reporting Persons beneficially owns any shares of Common
Stock. The Registrants and HJV disclaim that they constitute a group
for purposes of Rule 13d-5 under the Act. By virtue of the
distributions described in Item 4, GAF, G-I, G Industries and GFC no
longer beneficially own any shares of Common Stock of the Corporation.
(b) ISP Holdings has the sole power to vote, direct the voting
of, dispose of, and direct the disposition of, the Shares. Mr.
Heyman, by virtue of his ownership, directly and through Heyman
Holdings, of approximately 96% of the voting stock of ISP Holdings,
may be deemed to own beneficially (as that term is defined in Rule
13d-3) the Shares. By virtue of the foregoing, Mr. Heyman may be
deemed to share with ISP Holdings the power to vote, direct the voting
of, dispose of and direct the disposition of the Shares. By virtue of
his position as general partner of HJV and of Heyman No. 1 Associates
Limited Partnership, the only other general partner of HJV, Mr. Heyman
may be deemed to own beneficially (as that term is defined in Rule
13d-3) the Additional Shares and to share with HJV the power to vote,
direct
11
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<PAGE>
the voting of, dispose of and direct the disposition of the Additional
Shares. Mr. Heyman disclaims beneficial ownership of the Shares and
the Additional Shares for all other purposes.
(c) Except for the distributions described in Item 4, none of
the Reporting Persons or the general partners, directors or executive
officers of any of the Reporting Persons purchased or sold any shares
of Common Stock within the past 60 days.
(d) Not applicable.
(e) On January 1, 1997, by virtue of the distributions described
in Item 4, GAF, G-I, G Industries and GFC ceased to beneficially own
any shares of Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships
--------------------------------------------------------
with Respect to Securities of the Issuer.
----------------------------------------
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the Reporting Persons or
between the Reporting Persons and any other person with respect to any
securities of the Corporation, including, but not limited to, with
respect to transfer or voting of any of the securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees
of profits, division of profits or loss, or the giving or withholding
of proxies.
Item 7. Material to be Filed as Exhibits
--------------------------------
None.
12<PAGE>
<PAGE>
Signature
---------
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certify that the information set
forth in this Statement is true, complete and correct.
January 7, 1997 /s/ Samuel J. Heyman
------------------------------
Samuel J. Heyman
ISP HOLDINGS INC.
GAF CORPORATION
G INDUSTRIES CORP.
GAF FIBERGLASS CORPORATION
G-I HOLDINGS INC.
By:/s/ Samuel J. Heyman
---------------------------
Samuel J. Heyman
Chairman of the Board of
Directors and Chief Executive
Officer
HEYMAN JOINT VENTURE
By:/s/ Samuel J. Heyman
--------------------------------
Samuel J. Heyman
General Partner
13
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<PAGE>
SCHEDULE A
The name and position of the directors and executive officers of
ISP Holdings Inc. are set forth below. The business address of each
executive officer and director is 1361 Alps Road, Wayne, New Jersey
07470. All executive officers and directors are citizens of the
United States. Each such person is also an executive officer of GAF,
the Corporation and certain of their respective subsidiaries.
Name Position
---- --------
Samuel J. Heyman Director, Chairman & CEO
Carl R. Eckardt Executive Vice President
James P. Rogers Executive Vice President and Chief
Financial Officer
Richard A. Weinberg Senior Vice President, General Counsel
and Secretary
Louis S. Goldberg Senior Vice President, Corporate Human
Resources
14<PAGE>
<PAGE>
SCHEDULE B
The names of the general partners of Heyman Joint Venture are set
forth below. The business address of the general partners is 333 Post
Road West, Westport, Connecticut 06881. Mr. Heyman is a citizen of
the United States. Heyman Associates No. 1 Limited Partnership is a
Connecticut limited partnership.
Name Position
---- --------
Samuel J. Heyman General Partner
Heyman No. 1 Associates Limited General Partner
Partnership
15<PAGE>
<PAGE>
SCHEDULE C
As of January 2, 1997, shares of ISP Common Stock were
beneficially owned by ISP Holdings' directors and executive officers
as follows:
<TABLE>
<CAPTION>
Number of Number of Shares
Shares Beneficially Beneficial
Name Owned % Owned (2) %(2)
-------- ----- - --------- ------
<S> <C> <C> <C> <C>
Samuel J. Heyman 125,000 0.1% 80,685,000(1) 83.6%(1)
Carl R. Eckardt 1,000 * 77,416 *
James P. Rogers 20,316(3) * 67,477(3) *
Louis S. Goldberg 200 * 200 *
<FN>
---------------------
* Less than one-tenth of one percent.
(1) By virtue of Mr. Heyman's ownership of capital stock of ISP Holdings having
approximately 96% of the combined voting power thereof, the number of shares shown
as being beneficially owned by Mr. Heyman includes 80,500,000 shares owned by ISP
Holdings.
(2) Includes with respect to Messrs. Heyman, Eckardt and Rogers 60,000, 76,416 and
47,160 shares, respectively, subject to options granted under the ISP 1991 Incentive
Plan for Key Employees and Directors which are currently exercisable or exercisable
within 60 days.
(3) Includes with respect to Mr. Rogers 7,316 shares held in his account with the
GAF Capital Accumulative Plan as of December 31, 1995 and 10,000 shares held jointly
with his spouse.
</TABLE>
16
NYFS01...:\01\47201\0028\6678\SCH1087M.010
