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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 8, 2002
INTERNATIONAL SPECIALTY PRODUCTS INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-29764 51-0376469
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
300 Delaware Avenue, Suite 303
Wilmington, Delaware 19801
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (302) 427-5715
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ITEM 5. OTHER EVENTS.
On November 8, 2002, International Specialty Products Inc. ("ISP")
and International Specialty Products Holdings Inc. ("ISPH"), a corporation
formed by ISP's chairman and majority stockholder, Samuel J. Heyman, entered
into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to
which ISPH would merge with and into ISP (the "Merger"), with ISP as the
surviving corporation, on the terms and subject to the conditions set forth
therein.
Upon effectiveness of the Merger, each outstanding share of common
stock of ISP (other than dissenting shares and shares "beneficially owned" (as
defined in the Merger Agreement) by Mr. Heyman) will be converted into the
right to receive $10.30 in cash, without interest. All of the shares of ISPH
would be converted into the right to receive shares of common stock of the
surviving corporation in the Merger.
In connection with the Merger Agreement, Mr. Heyman and ISP entered
into a Stockholder Voting Agreement, pursuant to which Mr. Heyman agreed,
subject to the terms, conditions and exceptions in that agreement, to cause
the shares of common stock of ISP then beneficially owned by him to be voted
in favor of adoption of the Merger Agreement and to refrain from transferring
shares of ISP common stock pending the Merger, except to the extent permitted
by the Stockholder Voting Agreement.
A copy of the Merger Agreement is attached hereto as Exhibit 2.1 and
a copy of the Stockholder Voting Agreement is attached hereto as Exhibit 2.2.
A copy of the November 8, 2002 press release of ISP, which describes the
Merger Agreement and certain conditions to which it is subject, is attached
hereto as Exhibit 99.1. The Merger Agreement, the Stockholder Voting Agreement
and the press release are incorporated herein by reference and the above
description of those documents and the transactions contemplated thereby are
qualified in their entirety by reference to those exhibits.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS.
The following is furnished as an exhibit to this report:
2.1 Agreement and Plan of Merger, dated November 8, 2002,
between International Specialty Products Inc. and
International Specialty Products Holdings Inc.
2.2 Stockholder Voting Agreement, dated November 8, 2002,
between Samuel J. Heyman and ISP.
99.1 Press Release, dated November 8, 2002, issued by
International Specialty Products Inc.
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.
Date: November 12, 2002 By /s/ NEAL MURPHY
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Name: Neal Murphy
Title: Senior Vice President
and Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger, dated November 8, 2002,
between International Specialty Products Inc. and
International Specialty Products Holdings Inc.
2.2 Stockholder Voting Agreement, dated November 8, 2002,
between Samuel J. Heyman and ISP.
99.1 Press Release, dated November 8, 2002, issued by
International Specialty Products Inc.