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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
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INTERNATIONAL SPECIALTY PRODUCTS INC.
(NAME OF THE ISSUER)
INTERNATIONAL SPECIALTY PRODUCTS INC.
SAMUEL J. HEYMAN
INTERNATIONAL SPECIALTY PRODUCTS HOLDINGS INC.
(NAME OF PERSONS FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
460337108
(CUSIP Number of Class of Securities)
-----------------------
RICHARD A. WEINBERG, ESQ.
C/O ISP MANAGEMENT COMPANY, INC.
1361 ALPS ROAD
WAYNE, NEW JERSEY 07470
TELEPHONE (973) 628-4000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE
NOTICE AND COMMUNICATIONS ON BEHALF OF PERSONS FILING STATEMENT)
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [X]
Check the following box if the filing is a final amendment reporting the
results of the transaction: [ ]
CALCULATION OF FILING FEE
---------------------- ----------------------
Transaction Valuation* Amount of Filing Fee**
---------------------- ----------------------
$134,360,564 $26,873
---------------------- ----------------------
* The transaction valuation was based upon the sum of (i) the product of
12,810,336 shares of Common Stock, par value $0.01 per share, of
International Specialty Products Inc., a Delaware corporation, at a price
of $10.30 per share in cash and (ii) a cash-out of 1,700,156 shares of
Common Stock covered by outstanding options at a cost of $2,414,103.
** The amount of the filing fee, calculated in accordance with Rule 0-11(b) of
the Securities Exchange Act of 1934, equals 1/50th of 1% of the transaction
valuation.
[X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)
(2) of the Securities Exchange Act of 1934 and identify the filing with
which the offsetting fee was previously paid. Identify the previous filing
by registration statement number, or the Form or Schedule and the date of
its filing.
Amount Previously Paid: $26,873 Filing Party: International Specialty
Form or Registration No.: Schedule l4A Products Inc.
Date Filed: November 27, 2002
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INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule
13E-3") is being filed by (i) International Specialty Products Inc., a Delaware
corporation ("ISP"), the issuer of the equity securities that are the subject of
the Rule 13e-3 transaction, (ii) Samuel J. Heyman, a natural person and
beneficial owner of approximately 81% of ISP's common stock (the "Majority
Stockholder") and (iii) International Specialty Products Holdings Inc., a
Delaware Corporation ("ISPH"), in connection with the merger of ISPH with and
into ISP (the "Merger"), with ISP as the surviving corporation. As a result of
the proposed Merger, (i) ISP will cease to be a publicly held company and will
become a private corporation, all the stock of which will be beneficially owned
by the Majority Stockholder and (ii) each issued and outstanding share of ISP
common stock will be converted into the right to receive $10.30 in cash, except
shares beneficially owned by the Majority Stockholder or by any holder who
properly demands appraisal rights under Delaware law will be cancelled.
Notwithstanding this arrangement, shares owned by a qualified charitable
organization, will be entitled to receive $10.30 in cash.
Concurrently with the filing of this Schedule l3E-3, ISP is filing a
preliminary proxy statement (the "Proxy Statement") pursuant to Section 14(a) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant
to which the ISP board of directors is soliciting proxies from stockholders of
ISP in connection with the Merger. The information in the Proxy Statement,
including all annexes and exhibits thereto, is expressly incorporated by
reference herein in its entirety and responses to each item herein are qualified
in their entirety by the information contained in the Proxy Statement and the
annexes and exhibits thereto. Capitalized terms used but not defined herein
shall have the meanings ascribed to such terms in the Proxy Statement.
ITEM 1. SUMMARY TERM SHEET
Regulation M-A The information set forth in the Proxy Statement under the
Item 1001 caption "Summary Term Sheet" is incorporated herein by
reference.
ITEM 2. SUBJECT COMPANY INFORMATION
Regulation M-A
Item 1002
(a) NAME AND ADDRESS. The information set forth in the Proxy
Statement under the caption "Summary Term Sheet - Information
About ISP, Mr. Heyman and ISPH" is incorporated herein by
reference.
(b) SECURITIES. The information set forth in the Proxy Statement
under the captions "Summary Term Sheet - The Special Meeting"
and "The Special Meeting-Record Date" is incorporated herein
by reference.
(c) TRADING MARKET AND PRICE. The information set forth in the
Proxy Statement under the caption "Summary Term Sheet -
Trading Market and Price; Dividends" is incorporated herein by
reference.
(d) DIVIDENDS. The information set forth in the Proxy Statement
under the caption "Summary Term Sheet - Trading Marking and
Price; Dividends" is incorporated herein by reference.
(e)-(f) PRIOR PUBLIC OFFERINGS; PRIOR STOCK PURCHASES. The information
set forth in the Proxy Statement under the caption "Other
Matters - Transactions in Capital Stock by Certain Persons" is
incorporated herein by reference.
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ITEM 3. IDENTITY AND BACKGROUND OF THE FILING PERSON
Regulation M-A
Item 1003
(a)-(c) NAME AND ADDRESS; BUSINESS AND BACKGROUND OF ENTITIES;
BUSINESS AND BACKGROUND OF NATURAL PERSONS. The information
set forth in the Proxy Statement under the captions "Summary
Term Sheet -Information About ISP, Mr. Heyman and ISPH" and
"Special Factors - Background of the Merger" is incorporated
herein by reference. During the last five years, none of the
filing persons has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or has
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in a
judgment, decree or final order enjoining further violations
of, or prohibiting or mandating activities subject to, federal
or state securities laws, or a finding of any violations of
such laws.
DIRECTORS AND EXECUTIVE OFFICERS OF ISP. The table below sets
forth for each of the directors and executive officers of ISP
their respective present principal occupation or employment,
the name and principal business of the corporation or other
organization in which such occupation or employment is
conducted and the five-year employment history of each such
director and executive officer. Each person identified below
is a United States citizen, unless otherwise noted. Unless
indicated otherwise, each person's principal address is c/o
ISP, 1361 Alps Road, Wayne, New Jersey 07470.
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND MATERIAL
POSITIONS HELD DURING THE PAST
NAME FIVE YEARS
------------------ ------------------------------------------
Samuel J. Heyman Mr. Heyman has been a director and
Chairman of the Board of ISP since its
formation and Chairman of the Board and
director of one of its subsidiaries since
December 2001. He was Chief Executive
Officer of ISP and some of its
subsidiaries from their formation to June
1999. Mr. Heyman also has been a director
of G-I Holdings Inc. for more than five
years and was President and Chief
Executive Officer of G-I Holdings and some
of its subsidiaries for more than five
years until September 2000. In January
2001, G-I Holdings filed a voluntary
petition for reorganization under Chapter
11 of the U.S. Bankruptcy Code due to its
asbestos-related claims. Mr. Heyman was a
director and Chairman of the Board of
Building Materials Corporation of America
("BMCA") from its formation to September
2000 and served as Chief Executive Officer
of BMCA and some of its subsidiaries from
June 1999 to September 2000 and from June
1996 to January 1999. He is also the Chief
Executive Officer, Manager and General
Partner of a number of closely held real
estate development companies and
partnerships whose investments include
commercial real estate and a
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portfolio of publicly traded securities.
Mr. Heyman has served as a director of
Hercules Incorporated, a global
manufacturer and marketer of specialty
chemicals, since May 2001.
Sunil Kumar Mr. Kumar has been a director, President
and Chief Executive Officer of ISP since
June 1999 and a director, President and
Chief Executive Officer of some of its
subsidiaries since June 2001 and June
1999, respectively. Mr. Kumar was a
director, President and Chief Executive
Officer of BMCA and some of its
subsidiaries from May 1995, July 1996 and
January 1999, respectively, to June 1999.
He also was Chief Operating Officer of
BMCA and some of its subsidiaries from
March 1996 to January 1999. Mr. Kumar was
President, Commercial Roofing Products
Division, and Vice President of BMCA from
February 1995 to March 1996. He also was a
director and Vice-Chairman of the Board of
G-I Holdings from January 1999 to June
1999. In January 2001, G-I Holdings filed
a voluntary petition for reorganization
under Chapter 11 of the U.S. Bankruptcy
Code due to its asbestos-related claims.
Mr. Kumar has served as a director of
Hercules Incorporated, a global
manufacturer and marketer of specialty
chemicals, since May 2001.
Robert Englander Mr. Englander has been a director of ISP
since April 2001. He has been the Chairman
of the Board and Chief Executive Officer
of Belvoir Publications, a publisher of
magazines, books and newsletters, since
February 1973. Belvoir Publications has a
business address of 970 Park Avenue,
Penthouse North, New York, New York 10028.
Sanford Kaplan Mr. Kaplan has been a director of ISP
since November 1992. He has been a private
investor and consultant since 1977 with a
business address of 10128 Empyrean Way,
#303, Los Angeles, California 90067.
Burt Manning Mr. Manning has been a director of ISP
since November 1992. He has been President
of Brookbound, Inc., a strategic
consulting company since December 1997. He
was Chairman of J. Walter Thompson
Company, a multinational advertising
company, from July 1987 to December 1997
and has served as Chairman Emeritus of
such company since January 1998. Mr.
Manning has been a director of Friendly
Ice Cream Corporation since November 1997
with a business address of 655 Park
Avenue, Apartment 8E, New York, New York
10021.
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Alan M. Meckler Mr. Meckler has been a director of ISP
since April 2001. He has been the Chairman
and Chief Executive Officer of
Jupitermedia Group, Inc., a provider of
global real-time news and information
resources for the internet industry, since
December 1998. He was Chairman and Chief
Executive Officer of Mecklermedia Corp., a
provider of internet information, from
June 1971 to November 1998. Jupitermedia
Group has a business address of 23 Old
Kings Highway South, Darien, Connecticut
06820.
Richard A. Weinberg Mr. Weinberg has been the Executive Vice
President, General Counsel and Secretary
of ISP and its subsidiaries since May 1998
and was Senior Vice President, General
Counsel and Secretary of ISP and its
subsidiaries from May 1996 to May 1998. He
has also been serving as a director of
various ISP subsidiaries since February
2002, December 2001 and May 1996. Mr.
Weinberg has been President, Chief
Executive Officer, General Counsel and
Secretary of G-I Holdings since September
2000 and was Executive Vice President,
General Counsel and Secretary of G-I
Holdings from May 1998 to September 2000.
He also was Senior Vice President, General
Counsel and Secretary of these
corporations from May 1996 to May 1998.
Mr. Weinberg has served as a director of
G-I Holdings since May 1996. In January
2001, G-I Holdings filed a voluntary
petition for reorganization under Chapter
11 of the U.S. Bankruptcy Code due to its
asbestos-related claims. Mr. Weinberg also
has been Executive Vice President, General
Counsel and Secretary of BMCA and its
subsidiaries since May 1998, and was
Senior Vice President, General Counsel and
Secretary of BMCA and its subsidiaries
from May 1996 to May 1998.
Susan B. Yoss Ms. Yoss has been the Executive Vice
President-- Finance and Treasurer of ISP
and most of its subsidiaries since
September 2000. She was Senior Vice
President and Treasurer of ISP and most of
its subsidiaries from July 1999 to
September 2000 and was Vice President and
Treasurer of ISP and most of its
subsidiaries from February 1998 to June
1999. She also has been Senior Vice
President of BMCA and its subsidiaries
since August 2001, was Senior Vice
President and Treasurer of the same
companies from July 1999 to August 2001
and was Vice President and Treasurer of
the same companies from February 1998 to
July 1999. Ms. Yoss also has served as
Senior Vice President, Chief
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Financial Officer and Treasurer of G-I
Holdings since July 1999. In January 2001,
G-I Holdings filed a voluntary petition
for organization under Chapter 11 of the
U.S. Bankruptcy Code due to its
asbestos-related claims. She was Assistant
Treasurer of Joseph E. Seagram & Sons,
Inc., a global beverage and entertainment
company for more than five years until
February 1998.
Paul T. Brady Mr. Brady has been Senior Vice President
and General Manager, Food and Beverage and
General Manager, ISP Biocides of ISP since
September 2002. He was previously Senior
Vice President--Sales, Americas of ISP,
and a director of one of its subsidiaries
from June 2001 until September 2002. He
was Vice President--Sales, North America
for ISP and some of its subsidiaries from
November 2000 to June 2001. Mr. Brady was
Vice President, Global Commercial
Operations--ISP Alginates Inc. from
October 1999 to November 2000. He was
employed as Senior Director--Sales and
Marketing of Monsanto Company's Kelco
Alginates from January 1998 to October
1999. He was Global Sales and Marketing
Director of Monsanto Company's Kelco
Biopolymers from June 1997 to January 1998
and was Business Director, Nutrasweet
Kelco from November 1996 to June 1997. Mr.
Brady is a citizen of the United Kingdom.
Roger J. Cope Mr. Cope has been Senior Vice
President--Sales and Commercial
Director--Europe of ISP and most of its
subsidiaries since July 1999 and was a
director of one of its subsidiaries from
June 2001 until September 2002. He was
Senior Vice President, Pharmaceutical,
Agricultural and Beverage Group of ISP and
some of its subsidiaries from July 1998 to
July 1999 and Vice President, Asia-Pacific
Region of the same corporations from March
1997 to July 1998. Mr. Cope also held the
position of Vice President--Hair Care of
ISP and some of its subsidiaries from
December 1995 to March 1997. Mr. Cope is a
citizen of the United Kingdom.
Neal E. Murphy Mr. Murphy has been Senior Vice President
and Chief Financial Officer of ISP and its
subsidiaries since February 2002 and a
director of one of its subsidiaries since
February 2002. Prior to joining ISP, he
was President of PQ Europe, a global
developer and producer of silica-based
specialty chemicals, inorganic chemicals
and performance particles from August 1999
to September 2001 and Vice President and
Chief Financial Officer of
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PQ Corporation, the parent of PQ Europe,
from May 1995 until July 1999.
Stephen R. Olsen Mr. Olsen has been Senior Vice
President--Corporate Development and
Strategy of ISP and some of its
subsidiaries, since September 2000 and was
director of one of its subsidiaries from
June 2001 until September 2002. He was
President and Chief Operating Officer of
LL Building Products Inc., one of BMCA's
subsidiaries, from June 1999 to September
2000. He was Vice President, Corporate
Development and Vice President and General
Manager, Accessories and Specialty
Products, of BMCA from May 1997 to October
1998 and also was Director, Operational
Planning of BMCA from December 1993 to May
1997.
Steven E. Post Mr. Post has been Senior Vice
President--Operations for Specialty
Chemicals of ISP since June 2001 and was a
director of one of its subsidiaries from
June 2001 until September 2002. He has
been President of ISP Alginates Inc. since
October 1999. He was employed as President
of Monsanto Company's Kelco Alginates
division from January 1999 to October
1999. He served as Vice President and
General Manager, Alginates of Monsanto
Company from December 1997 to January
1999. He was Vice President, Manufacturing
for the Nutrition and Consumer sector of
Monsanto Company from January 1997 to
December 1997. Mr. Post was Vice
President, Manufacturing
Services--Nutrasweet Kelco Division of
Monsanto Company from January 1996 to
January 1997.
Lawrence Grenner Mr. Grenner has been Senior Vice
President--R&D, Latin America of ISP since
May 2002. He was previously Senior Vice
President--Marketing and Product
Development of ISP and some of its
subsidiaries from June 2000 until May
2002. He was Vice President and Business
Unit Director, Skin Care of ISP and some
of its subsidiaries from January 1999 to
June 2000 and Vice President,
Marketing-Personal Care of ISP and some of
its subsidiaries from January 1997 to
January 1999.
To the knowledge of ISP, during the last five years, none of
the foregoing directors or executive officers has been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws, or a finding of any violations of such laws.
8
DIRECTORS AND EXECUTIVE OFFICERS OF ISPH. The Majority
Stockholder is the sole beneficial owner of ISPH common stock.
The table below sets forth for each of the executive officers
of ISPH their respective present principal occupation or
employment, their principal address, the name and principal
business of the corporation or other organization in which
such occupation or employment is conducted and the five-year
employment history of each such executive officer.
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND MATERIAL
POSITIONS HELD DURING THE PAST
NAME FIVE YEARS
------------------- -----------------------------------------
Samuel J. Heyman Mr. Heyman is a director of ISPH. Please
also see "Directors and Officers of ISP."
Sunil Kumar Mr. Kumar is President, Chief Executive
Officer and a director of ISPH. Please
also see "Directors and Officers of ISP."
Richard A. Weinberg Mr. Weinberg is an Executive Vice
President, General Counsel and Secretary
of ISPH. Please also see "Directors and
Officers of ISP."
Susan B. Yoss Ms. Yoss is the Executive Vice
President--Finance and Treasurer of ISPH.
Please also see "Directors and Officers
of ISP."
To the knowledge of ISPH, during the last five years, none of
the foregoing directors or executive officers has been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws, or a finding of any violations of such laws.
ITEM 4. TERMS OF THE TRANSACTION
Regulation M-A
Item 1004
(a)(1) TENDER OFFERS. Not applicable.
(a)(2)(i) TRANSACTION DESCRIPTION. The information set forth in the
Proxy Statement under the caption "Summary Term Sheet" is
incorporated herein by reference.
(a)(2)(ii) CONSIDERATION. The information set forth in the Proxy
Statement under the captions "Summary Term Sheet - What You
Will Be Entitled to Receive in The Merger," "Summary Term
Sheet - Our Position as to the Fairness of the Merger,"
"Special Factors - Recommendation of the Special Committee and
our Board of Directors," "Special Factors - Special
Committee's Position as to Fairness of the Merger," "Special
Factors - Majority Stockholder and ISPH's Positions as to the
Fairness of the Merger" and "The Merger - Payment of Merger
Consideration and Surrender of Stock Certificates" is
incorporated herein by reference.
(a)(2)(iii) REASONS FOR TRANSACTION. The information set forth in the
Proxy Statement under the captions "Summary Term Sheet -
Recommendation of Special Committee and our
9
Board of Directors," "Summary Term Sheet - Our Position as to
the Fairness of the Merger," "Summary Term Sheet - Mr. Heyman
and ISPH's Position as to the Fairness of the Merger,"
"Special Factors - Recommendation of the Special Committee and
our Board of Directors," "Special Factors - Special
Committee's Position as to Fairness of the Merger," "Special
Factors - Majority Stockholder and ISPH's Positions as to the
Fairness of the Merger" and "Special Factors - Reasons for the
Merger; Purpose and Structure of the Merger" is incorporated
herein by reference.
(a)(2)(iv) VOTE REQUIRED FOR APPROVAL. The information set forth in the
Proxy Statement under the captions "Summary Term Sheet - The
Special Meeting," "Summary Term Sheet - The Merger Agreement,"
"The Special Meeting - Voting Rights; Vote Required for
Approval" and "The Merger - Merger Agreement" is incorporated
herein by reference.
(a)(2)(v) DIFFERENCES IN THE RIGHTS OF SECURITY HOLDERS. The information
set forth in the Proxy Statement under the captions "Summary
Term Sheet - What You Will Be Entitled to Receive in the
Merger," "Special Factors - Effects of the Merger; Plans or
Proposals After the Merger" and "The Merger - Payment of
Merger Consideration and Surrender of Stock Certificates" is
incorporated herein by reference.
(a)(2)(vi) ACCOUNTING TREATMENT. The information set forth in Proxy
Statements under the caption "The Merger - Accounting
Treatment" is incorporated herein by reference.
(a)(2)(vii) INCOME TAX CONSEQUENCES. The information set forth in the
Proxy Statement under the captions "Summary Term Sheet -
Material U.S. Federal Income Tax Consequences" and "Special
Factors - Material U.S. Federal Income Tax Consequences of the
Merger to our Stockholders" is incorporated herein by
reference.
(c) DIFFERENT TERMS. The information set forth in the Proxy
Statement under the captions "Summary Term Sheet - What You
Will Be Entitled to Receive in the Merger" and "The Merger -
Payment of Merger Consideration and Surrender of Stock
Certificates" is incorporated herein by reference.
(d) APPRAISAL RIGHTS. The information set forth in the Proxy
Statement under the captions "Summary Term Sheet - Appraisal
Rights " and "The Merger - Appraisal Rights" is incorporated
herein by reference.
(e) PROVISIONS FOR UNAFFILIATED SECURITY HOLDERS. None.
(f) ELIGIBILITY FOR LISTING OR TRADING. Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
Regulation M-A
Item 1005
(a)(1) TRANSACTIONS WITH ISP. The information set forth in the Proxy
Statement under the captions "Special Factors - Specified
Relationships between ISP and the Majority Stockholder" and
"Other Matters - Transactions in Capital Stock by Certain
Persons" is incorporated herein by reference.
(a)(2) TRANSACTIONS WITH OFFICERS, DIRECTORS AND AFFILIATES OF ISP.
The information set forth in the Proxy Statement under the
captions "Summary Term Sheet - Interests of Directors and
Executive Officers in the Merger," and "Special Factors -
Interests of Directors and Executive Officers in the Merger,"
"Other Matters - Transactions in Capital Stock by Certain
Persons" and "Other Matters - Certain Transactions" is
incorporated herein by reference.
10
(b)-(c) SIGNIFICANT CORPORATE EVENTS; NEGOTIATIONS OR CONTRACTS. The
information set forth in the Proxy Statement under the
captions "Special Factors - Background of the Merger,"
"Special Factors - Interests of Directors and Executive
Officers in the Merger" and "Other Matters - Certain
Transactions" is incorporated herein by reference.
(e) AGREEMENTS INVOLVING THE SUBJECT COMPANY'S SECURITIES. The
information set forth in the Proxy Statement under the
captions "Summary Term Sheet - Interests of Directors and
Executive Officers in the Merger," "Special Factors -
Background of the Merger," "Special Factors - Interests of
Directors and Executive Officers in the Merger," "The Special
Meeting - Voting Rights; Vote Required for Approval" and
"Other Matters - Certain Transactions" is incorporated herein
by reference. The information set forth in Exhibits (d)(1) and
(d)(2) is incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
Regulation M-A
Item 1006
(b) USE OF SECURITIES ACQUIRED. The information set forth in the
Proxy Statement under the captions "Special Factors - Reasons
for the Merger; Purpose and Structure of the Merger" and
"Special Factors - Effects of the Merger; Plans or Proposals
After the Merger" is incorporated herein by reference.
(c)(1)-(8) PLANS. The information set forth in the Proxy Statement under
the captions "Summary Term Sheet - The Merger," "Summary Term
Sheet - Interests of Directors and Executive Officers in the
Merger," "Summary Term Sheet - The Merger Agreement," "Special
Factors - Background of the Merger," "Special Factors -
Effects of the Merger; Plans or Proposals After the Merger,"
"Special Factors - Interests of Directors and Executive
Officers in the Merger" and "Other Matters - Certain
Transactions" is incorporated herein by reference.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
Regulation M-A
Item 1013
(a) PURPOSES. The information set forth in the Proxy Statement
under the captions "Special Factors - Recommendations of the
Special Committee and our Board of Directors," "Special
Factors - Background of the Merger" and "Special Factors -
Reasons for the Merger; Purpose and Structure of the Merger"
is incorporated herein by reference.
(b) ALTERNATIVES. The information set forth in the Proxy Statement
under the captions "Special Factors - Background of the
Merger," "Special Factors - Recommendations of the Special
Committee and our Board of Directors" and "Special Factors -
Reasons for the Merger; Purpose and Structure of the Merger"
is incorporated herein by reference.
(c) REASONS. The information set forth in the Proxy Statement
under the captions "Summary Term Sheet - Opinion of Lehman
Brothers Inc.," "Summary Term Sheet - Our Position as to the
Fairness of the Merger," "Summary Term Sheet - Mr. Heyman and
ISPH's Position as to the Fairness of the Merger," "Special
Factors - Background of the Merger," "Special Factors -
Special Committee's Position as to Fairness of the Merger,"
"Special Factors - Majority Stockholder and ISPH's
11
Positions as to the Fairness of the Merger," "Special Factors
- Opinion of Lehman Brothers" and "Special Factors - Reasons
for the Merger; Purpose and Structure of the Merger" is
incorporated herein by reference.
(d) EFFECTS. The information set forth in the Proxy Statement
under the captions "Summary Term Sheet - What You Will Be
Entitled to Receive in the Merger," "Summary Term Sheet -
Opinion of Lehman Brothers Inc.," "Summary Term Sheet -
Interests of Directors and Executive Officers in the Merger,"
"Summary Term Sheet - Material U.S. Federal Income Tax
Consequences," "Summary Term Sheet - Appraisal Rights,"
"Special Factors - Background of the Merger," "Special Factors
- Opinion of Lehman Brothers," "Special Factors - Reasons for
the Merger; Purpose and Structure of the Merger," "Special
Factors - Effects of the Merger; Plans or Proposals After the
Merger," "Special Factors - Material U.S. Federal Income Tax
Consequences of the Merger to our Stockholders," "Special
Factors - Litigation," "The Merger - Payment of Merger
Consideration and Surrender of Stock Certificates," "The
Merger - Appraisal Rights" and "The Merger - The Merger
Agreement" is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION
Regulation M-A
Item 1014
(a)-(b) FAIRNESS; FACTORS CONSIDERED IN DETERMINING FAIRNESS. The
information set forth in the Proxy Statement under the
captions "Summary Term Sheet - Recommendations of the Special
Committee and our Board of Directors," "Summary Term Sheet -
Opinion of Lehman Brothers Inc.," "Summary Term Sheet - Our
Position as to the Fairness of the Merger," "Summary Term
Sheet - Mr. Heyman and ISPH's Position as to the Fairness of
the Merger," "Special Factors - Background of the Merger,"
"Special Factors - Recommendations of the Special Committee
and our Board of Directors," "Special Factors - Special
Committee's Position as to Fairness of the Merger," "Special
Factors - Majority Stockholder and ISPH's Positions as to the
Fairness of the Merger," "Special Factors - Opinion of Lehman
Brothers," "Special Factors - ISP's Forecasts" and "Special
Factors - Reasons for the Merger; Purpose and Structure of the
Merger" is incorporated herein by reference.
(c) APPROVAL OF SECURITY HOLDERS. The information set forth in the
Proxy Statement under the captions "Summary Term Sheet - The
Special Meeting," "Summary Term Sheet - The Merger Agreement,"
"Special Factors - Majority Stockholder and ISPH's Positions
as to the Fairness of the Merger," "The Special Meeting -
Voting Rights; Vote Required for Approval" and "The Merger -
The Merger Agreement" is incorporated herein by reference.
(d) UNAFFILIATED REPRESENTATIVE. The information set forth in the
Proxy Statement under the captions "Summary Term Sheet -
Recommendations of the Special Committee and our Board of
Directors," "Summary Term Sheet - Our Position as to the
Fairness of the Merger," "Summary Term Sheet - Mr. Heyman and
ISPH's Position as to the Fairness of the Merger," "Special
Factors - Background of the Merger," "Special Factors -
Recommendation of the Special Committee and our Board of
Directors," "Special Factors - Special Committee's Position as
to Fairness of the Merger," "Special Factors - Majority
Stockholder and ISPH's Positions as to Fairness of the Merger"
and "Special Factors - Reasons for the Merger; Purpose and
Structure of the Merger" is incorporated herein by reference.
12
(e) APPROVAL OF DIRECTORS. The information set forth in the Proxy
Statement under the captions "Summary Term Sheet -
Recommendations of the Special Committee and our Board of
Directors," "Summary Term Sheet - Our Position as to the
Fairness of the Merger," "Summary Term Sheet - Mr. Heyman and
ISPH's Position as to the Fairness of the Merger," "Special
Factors - Background of the Merger," "Special Factors -
Recommendations of the Special Committee and our Board of
Directors" and "Special Factors - Majority Stockholder and
ISPH's Positions as to the Fairness of Merger" is incorporated
herein by reference.
(f) OTHER OFFERS. Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS
Regulation M-A
Item 1015
(a)-(c) REPORT, OPINION OR APPRAISAL; PREPARER AND SUMMARY OF THE
REPORT, OPINION OR APPRAISAL; AVAILABILITY OF DOCUMENTS. The
information set forth in the Proxy Statement under the
captions "Summary Term Sheet - Opinion of Lehman Brothers
Inc.," "Summary Term Sheet - Our Position as to the Fairness
of the Merger," "Special Factors - Background of the Merger,"
"Special Factors - Opinion of Lehman Brothers," "Special
Factors -Special Committee's Position as to Fairness of the
Merger," "Special Factors - Majority Stockholder and ISPH's
Positions as to the Fairness of the Merger," "Special Factors
- ISP's Forecasts" and "Special Factors - Majority Stockholder
and ISPH's Positions as to the Fairness of the Merger," is
incorporated herein by reference. The full text of the written
opinion of Lehman Brothers Inc., dated November 8, 2002, is
attached to the Proxy Statement as Annex B thereto and is
incorporated herein by reference. The written materials
presented by Lehman Brothers Inc. to the ISP Special Committee
on November 6, 2002 are set forth as Exhibit (c)(2) hereto and
are incorporated herein by reference.
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
Regulation M-A
Item 1007
(a)-(d) SOURCE OF FUNDS; CONDITIONS; EXPENSES; BORROWED FUNDS. The
information set forth in the Proxy Statement under the
captions "The Merger - Fees and Expenses of the Merger" and
"The Merger - Financing of the Merger" is incorporated herein
by reference.
13
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Regulation M-A
Item 1008
(a) SECURITIES OWNERSHIP. The information set forth in the Proxy
Statement under the captions "Summary Term Sheet - Interests
of Directors and Executive Officers in the Merger," "Special
Factors - Background of the Merger," "Special Factors -
Interests of Directors and Executive Officers in the Merger,"
"The Special Meeting - Voting Rights; Vote Required for
Approval" and "Other Matters - Security Ownership of Specified
Beneficial Owners and Management" is incorporated herein by
reference.
(b)(1)-(5) SECURITIES TRANSACTIONS. The information set forth in the
Proxy Statement under the caption "Other Matters -
Transactions in Capital Stock by Certain Persons" is
incorporated herein by reference.
ITEM 12. THE SOLICITATION OR RECOMMENDATIONS
Regulation M-A
Item 1012
(d) INTENT TO TENDER OR VOTE IN A GOING-PRIVATE TRANSACTION. The
information set forth in the Proxy Statement under the
captions "Summary Term Sheet - Interests of Directors and
Executive Officers in the Merger," "Special Factors -
Interests of Directors and Executive Officers in the Merger"
"Special Factors - Specified Relationships Between ISP and the
Majority Stockholder" and "The Special Meeting - Voting
Rights; Vote Required for Approval" is incorporated herein by
reference.
(e) RECOMMENDATIONS OF OTHERS. The information set forth in the
Proxy Statement under the captions "Summary Term Sheet -
Recommendations of the Special Committee and our Board of
Directors," "Summary Term Sheet - Our Position as to the
Fairness of the Merger," "Summary Term Sheet - Mr. Heyman and
ISPH's Position as to the Fairness of the Merger," "Special
Factors - Background of the Merger," "Special Factors -
Recommendation of the Special Committee and our Board of
Directors," "Special Factors - Majority Stockholder and ISPH's
Positions as to the Fairness of the Merger" and "Special
Factors - Reasons for the Merger; Purpose and Structure of the
Merger" is incorporated herein by reference.
ITEM 13. FINANCIAL STATEMENTS
Regulation M-A
Item 1010
(a) FINANCIAL INFORMATION. The information set forth in the Proxy
Statement under the caption "Summary Term Sheet - Selected
Consolidated Financial Data of ISP" is incorporated herein by
reference.
(b) PRO FORMA INFORMATION. None.
14
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
Regulation M-A
Item 1009
(a)-(b) SOLICITATIONS OR RECOMMENDATIONS; EMPLOYEES AND CORPORATE
ASSETS. The information set forth in the Proxy Statement under
the captions "Summary Term Sheet - Our Position as to the
Fairness of the Merger," "Summary Term Sheet - Opinion of
Lehman Brothers Inc.," "Special Factors - Background of the
Merger," "Special Factors - Opinion of Lehman Brothers,"
"Special Factors - Special Committee's Position as to Fairness
of the Merger," "Special Factors - Majority Stockholder and
ISPH's Positions as to the Fairness of the Merger," "The
Special Meeting - Solicitation of Proxies," "The Merger - Fees
and Expenses of the Merger" and "The Merger - Financing of the
Merger" is incorporated herein by reference.
ITEM 15. ADDITIONAL INFORMATION
Regulation M-A
Item 1011
(b) OTHER MATERIAL INFORMATION. The information set forth in the
Proxy Statement, including all annexes and exhibits thereto,
is incorporated herein by reference.
ITEM 16. EXHIBITS
Regulation M-A
Item 1016
(a) Preliminary Proxy Statement filed with the Securities and
Exchange Commission on November 27, 2002 (incorporated herein
by reference to the Preliminary Proxy Statement).
(b) None.
(c)(1) Opinion of Lehman Brothers Inc. attached as Annex B to the
Preliminary Proxy Statement (incorporated herein by reference
to the Preliminary Proxy Statement).
(c)(2) Materials presented by Lehman Brothers Inc. to the ISP Special
Committee on November 6, 2002.
(d)(1) Agreement and Plan of Merger, dated as of November 8, 2002 by
and among ISP and ISPH attached as Annex A to the Preliminary
Proxy Statement (incorporated herein by reference to the
Preliminary Proxy Statement).
(d)(2) Stockholder Voting Agreement, dated November 8, 2002, between
ISP and Samuel J. Heyman attached as Annex C to the
Preliminary Proxy Statement (incorporated herein by reference
to the Preliminary Proxy Statement).
(e) None.
(f) Section 262 of the General Corporation Law of the State of
Delaware attached as Annex D to the Preliminary Proxy
Statement (incorporated herein by reference to the Preliminary
Proxy Statement).
(g) None.
15
SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: November 27, 2002
INTERNATIONAL SPECIALTY PRODUCTS INC.
By: /s/ SUNIL KUMAR
------------------------------------
Name: Sunil Kumar
Title: President and Chief Executive
Officer
SAMUEL J. HEYMAN
/s/ SAMUEL J. HEYMAN
------------------------------------
INTERNATIONAL SPECIALTY PRODUCTS
HOLDINGS INC.
By: /s/ SUNIL KUMAR
------------------------------------
Name: Sunil Kumar
Title: President and Chief Executive
Officer
16
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(a) Preliminary Proxy Statement filed with the Securities and
Exchange Commission on November 27, 2002 (incorporated herein
by reference to the Preliminary Proxy Statement).
(b) None.
(c)(1) Opinion of Lehman Brothers Inc. attached as Annex B to the
Preliminary Proxy Statement (incorporated herein by reference
to the Preliminary Proxy Statement).
(c)(2) Materials presented by Lehman Brothers Inc. to the ISP Special
Committee on November 6, 2002.
(d)(1) Agreement and Plan of Merger, dated as of November 8, 2002 by
and among ISP and ISPH attached as Annex A to the Preliminary
Proxy Statement (incorporated herein by reference to the
Preliminary Proxy Statement).
(d)(2) Stockholder Voting Agreement, dated November 8, 2002, between
ISP and Samuel J. Heyman attached as Annex C to the
Preliminary Proxy Statement (incorporated herein by reference
to the Preliminary Proxy Statement).
(e) None.
(f) Section 262 of the General Corporation Law of the State of
Delaware attached as Annex D to the Preliminary Proxy
Statement (incorporated herein by reference to the Preliminary
Proxy Statement).
(g) None.
17