Schedule 14A Information
(Rule 14A-101)
Information Required in Proxy Statement
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
[x] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
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 Pursuant to Rule 14a-12
International Specialty Products Inc.
(Name of Registrant as Specified In Its Charter)
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:
N/A
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(2) Aggregate number of securities to which transaction applies:
N/A
________________________________________________________
(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 is determined):
N/A
________________________________________________________
(4) Proposed maximum aggregate value of transaction:
N/A
________________________________________________________
(5) Total fee paid:
N/A
________________________________________________________
[ ] 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:
N/A
________________________________________________________
(2) Form, Schedule or Registration Statement No.:
N/A
________________________________________________________
(3) Filing Party:
N/A
________________________________________________________
(4) Date Filed:
N/A
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PRESS RELEASE
FOR IMMEDIATE RELEASE Contact:
--------------------- Neal E. Murphy
Thursday, November 7 Senior Vice President and Chief Financial
Officer
International Specialty Products Inc.
(973) 872-4200
INTERNATIONAL SPECIALTY PRODUCTS SPECIAL COMMITTEE AND SAMUEL
J. HEYMAN REACH AGREEMENT ON GOING PRIVATE PROPOSAL AT PRICE OF
$10.30 PER SHARE
WAYNE, NJ - NOVEMBER 7, 2002 - International Specialty Products Inc.
(NYSE: ISP) announced today that a Special Committee of its Board of Directors
and its majority stockholder, Samuel J. Heyman, have reached an agreement on a
going private transaction in which the holders of ISP's publicly traded shares
would receive $10.30 in cash per share.
The agreement followed a determination by the Special Committee that
the transaction consideration is fair to ISP's public shareholders. The
Special Committee, which consists of ISP directors who are not officers of
ISP, has been negotiating with Mr. Heyman regarding his previously announced
proposal of $10 per share. Lehman Brothers Inc. served as financial advisor to
the Special Committee.
The transaction is expected to proceed as a merger and is subject to
the approval by ISP's Board of Directors and execution of a definitive merger
agreement. ISP's Board of Directors is expected to meet to consider approval
of a definitive merger agreement within the next few days. If the merger
agreement is approved by ISP's Board as anticipated, completion of the merger
will be subject to certain closing conditions, including approval by holders
of a majority of ISP's shares and holders of a majority of the votes cast by
holders of shares not beneficially owned by Mr. Heyman or the directors or
officers of ISP.
The transaction has a value of approximately $130 million. Mr. Heyman
currently beneficially owns approximately 80.9% of ISP's outstanding shares of
stock.
ADDITIONAL INFORMATION AND WHERE TO FIND IT.
In connection with the proposed transaction, ISP will file a proxy
statement with the SEC. Investors and security holders are advised to read the
proxy statement when it becomes available, because it will contain important
information. Investors and security holders may obtain a free copy of the
proxy statement (when available) and other documents filed by ISP with the SEC
at the SEC's web site at http://www.sec.gov. Free copies of the proxy
statement, once available, and the company's other filings with the SEC may
also be obtained from ISP by directing a request to ISP Shareholder Relations
Department, 1361 Alps Road, Wayne, New Jersey 07470, Telephone:
1-800-526-5315. ISP, its directors and certain executive officers may be
deemed under the rules of the SEC to be "participants in the solicitation" of
proxies from the security holders of ISP in favor of the transaction.
Information about the directors and executive officers of ISP and their
ownership of ISP common stock is set forth in the proxy statement, dated April
12, 2002, for ISP's 2002 annual meeting of stockholders, as filed with the SEC
on Schedule 14A. Investors and security holders of ISP may obtain additional
information regarding the interests of the "participants in the solicitation"
by reading the proxy statement relating to the transaction when it becomes
available.
* * *
International Specialty Products Inc. is a leading multinational manufacturer
of specialty chemicals and mineral products.
This press release contains forward looking statements, including,
without limitation, statements relating to ISP's plans, strategies,
objectives, expectations, goals and intentions, which are made in a manner
consistent with the safe harbor provisions of the U.S. Private Securities
Litigation Reform Act of 1995. These forward looking statements involve known
and unknown risks, uncertainties and other factors that may cause the actual
results, performance or achievements of ISP to be materially different from
any future results, performance or achievements expressed or implied by such
forward looking statements. These factors include: general economic, capital
market and business conditions; risks arising from litigation or similar
proceedings; and the risks and uncertainties inherent in the negotiation of a
definitive merger agreement, satisfaction of the closing conditions to the
merger and the consummation of the merger, as well as those factors discussed
in the filings of ISP and its subsidiaries with the Securities and Exchange
Commission, which are incorporated in this press release by reference. ISP
undertakes no obligation, and expressly disclaims any obligation, to publicly
update or revise any forward looking statement, whether as a result of new
information, future events or otherwise.