SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
March 30, 1998
(Date of earliest event reported)
INTERNATIONAL SPECIALTY PRODUCTS INC.
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Delaware 1-10788 51-0333696
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(State or other (Commission (I.R.S. Employer
jurisdiction or File Identification
organization) Number) Number)
818 Washington Street 19801
Wilmington, Delaware
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(Address of principal executive offices) (Zip Code)
(302) 429-8554
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(Registrant's telephone number, including are code)
NYFS01...:\01\47201\0035\2377\RPT3308R.060
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ITEM 5. OTHER EVENTS
On March 30, 1998, ISP Holdings Inc. ("ISP Holdings"), the owner of
approximately 84% of the outstanding shares of common stock, par value $.01 per
share ("Common Stock"), of International Specialty Products Inc. (the
"Corporation"), and the Corporation entered into an Agreement and Plan of Merger
(the "Merger Agreement") pursuant to which, subject to the terms and conditions
set forth therein, the Corporation will merge (the "Merger") with and into ISP
Holdings, with ISP Holdings as the surviving corporation in the Merger (the
"Surviving Corporation"). Prior to the Merger, all of the assets and liabilities
of the Corporation will be transferred to a newly formed wholly owned subsidiary
of the Corporation ("Newco"). As a result of the Merger, (i) each outstanding
share of Common Stock, other than shares owned by ISP Holdings, will be
converted into one share of common stock ("New ISP Common Stock") of the
Surviving Corporation, (ii) each outstanding share of Common Stock owned by ISP
Holdings will be cancelled and retired without payment of any consideration
therefor, (iii) Newco will become a direct wholly owned subsidiary of the
Surviving Corporation and (iv) the outstanding shares of common stock of ISP
Holdings will become shares of New ISP Common Stock representing approximately
78% of the outstanding shares thereof.
The Board of Directors of the Corporation approved the Merger based upon
the unanimous recommendation of the committee (the "Special Committee") of the
Board of Directors of the Corporation comprised of members thereof who are not
stockholders, directors or officers of, or consultants to, ISP Holdings or its
affiliates. Prior to approving of the Merger, J.P. Morgan & Co., Inc., the
financial advisor to the Board of Directors of the Corporation and the Special
Committee, delivered its opinion that the terms of the Merger are fair, from a
financial point of view, to the Corporation and its stockholders (other than ISP
Holdings).
The consummation of the Merger is subject to certain conditions, including
approval of the Merger by the holders of (i) a majority of the common stock of
ISP Holdings and (ii) a majority of the Common Stock at a special meeting of
stockholders of the Corporation (the "Special Meeting"). ISP Holdings and the
Corporation will prepare a proxy statement/prospectus (the "Proxy Statement")
relating to the Merger and the shares of New ISP Common Stock to be issued
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thereunder and distribute the Proxy Statement to the stockholders of the
Corporation prior to the Special Meeting. After the Merger, the Common Stock
will be delisted from trading on the New York Stock Exchange and the New ISP
Common Stock will be listed thereon for trading.
A copy of each of the Merger Agreement and the Press Release issued
in connection with approval of the Merger Agreement is filed as an Exhibit
hereto and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENT, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
C. Exhibits
2. Agreement and Plan of Merger, dated as of March 30, 1998,
between ISP Holdings Inc. and International Specialty
Products Inc. (incorporated by reference to Exhibit A
filed to Amendment No. 2 to the Schedule 13D of Samuel J.
Heyman, ISP Holdings Inc. and Heyman Joint Venture with
respect to the common stock of International Specialty
Products Inc., File No. 005-41676)
99. Press Release dated March 30, 1998 (incorporated by
reference to Exhibit B filed to Amendment No. 2 to the
Schedule 13D of Samuel J. Heyman, ISP Holdings Inc. and
Heyman Joint Venture with respect to the common stock of
International Specialty Products Inc., File No. 005-41676)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTERNATIONAL SPECIALTY PRODUCTS, INC.
By: /s/ James P. Rogers
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Name: James P. Rogers
Title: Executive Vice President,
Finance
Date: March 31, 1998
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