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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
AMENDMENT NO. 2 TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934
-----------------------
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 Products Inc. Form
or Registration No.: Schedule l4A Date Filed: November 27, 2002
INTRODUCTION
This Amendment No. 2 to the 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 ("Mr. Heyman") 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 Mr. Heyman 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 Mr. Heyman or by any holder who properly
demands appraisal rights under the General Corporation Law of the State of
Delaware 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
Amendment No. 2 to 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.
2
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 FIVE YEARS
NAME
----------------------- -----------------------------
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
3
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. 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.
4
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
5
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.
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 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 PQ Corporation,
the parent of PQ Europe, from
May 1995 until July 1999.
Stephen R. Olsen Mr. Olsen has been Senior
Vice President--Marketing and
Corporate Development of ISP
and some of its subsidiaries
since June 2002. He was
Senior Vice
President--Corporate
Development and Strategy of
ISP and some of its
subsidiaries, from September
2000 until June 2002 and was
a director of some 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.
<
6
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.
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.
DIRECTORS AND EXECUTIVE OFFICERS OF ISPH. Mr. Heyman
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."
7
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND MATERIAL
POSITIONS HELD DURING THE PAST
NAME FIVE YEARS
-------------------------- ----------------------------------------
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," "Special
Factors -- Recommendations of our Board of
Directors," "Special Factors -- Special Committee's
Position as to Fairness of the Merger," "Special
Factors -- Mr. Heyman 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 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,"
"Special Factors - Recommendations of our Board of
Directors," "Special Factors -- Special Committee's
Position as to Fairness of the Merger," "Special
Factors -- Mr. Heyman 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.
8
(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
Mr. Heyman" 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.
(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.
9
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," "Special
Factors -- Recommendations of 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," "Special
Factors -- Recommendations of 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 -- Mr.
Heyman and ISPH's 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.
10
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," "Special
Factors -- Recommendations of our Board of
Directors," "Special Factors -- Special Committee's
Position as to Fairness of the Merger," "Special
Factors -- Mr. Heyman 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 -- Mr. Heyman 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," "Special Factors --
Recommendations of our Board of Directors," "Special
Factors - Special Committee's Position as to
Fairness of the Merger," "Special Factors -- Mr.
Heyman 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.
(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," "Special Factors -- Recommendations of
our Board of Directors" and "Special Factors -- Mr.
Heyman and ISPH's Positions as to the Fairness of
Merger" is incorporated herein by reference.
(f) OTHER OFFERS. Not applicable.
11
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 -- Mr. Heyman and ISPH's Positions as to the
Fairness of the Merger," "Special Factors - ISP's
Forecasts" and "Special Factors -- Mr. Heyman 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 Exhibits (c)(2)
through (c)(6) 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.
12
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
Mr. Heyman" 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,"
"Special Factors -- Recommendations of our Board of
Directors," "Special Factors - Mr. Heyman 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.
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
13
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 -- Mr. Heyman 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) Amendment No. 2 to the Preliminary Proxy Statement
filed with the Securities and Exchange Commission on
November 27, 2002 (incorporated herein by reference
to Amendment No. 2 to the Preliminary Proxy
Statement).
(b) None.
(c) (1) Opinion of Lehman Brothers Inc. attached as Annex B
to Amendment No. 2 to the Preliminary Proxy
Statement (incorporated herein by reference to
Amendment No. 2 to the Preliminary Proxy
Statement).
(c) (2) Materials presented by Lehman Brothers Inc. to the
ISP Special Committee on September 18, 2002.
(c) (3) Materials presented by Lehman Brothers Inc. to the
ISP Special Committee on September 27, 2002
(previously filed).
(c) (4) Materials presented by Lehman Brothers Inc. to the
ISP Special Committee on October 21, 2002
(previously filed).
(c) (5) Materials presented by Lehman Brothers Inc. to the
ISP Special Committee on November 6, 2002
(previously filed).
(c) (6) Materials presented by Lehman Brothers Inc. to the
Board of Directors of ISP on November 8, 2002
(previously filed).
(d) (1) Agreement and Plan of Merger, dated as of November
8, 2002 by and among ISP and ISPH attached as Annex
A to Amendment No. 2 to the Preliminary Proxy
Statement (incorporated herein by reference to
Amendment No. 2 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 Amendment No. 2 to the Preliminary Proxy
Statement (incorporated herein by reference to
Amendment No. 2 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 Amendment
No. 2 to the Preliminary Proxy Statement
(incorporated herein by reference to Amendment No. 2
to the Preliminary Proxy Statement).
(g) None.
14
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: January 23, 2003
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
15
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(a) Amendment No. 2 to the Preliminary Proxy Statement filed
with the Securities and Exchange Commission on November
27, 2002 (incorporated herein by reference to Amendment
No. 2 to the Preliminary Proxy Statement).
(b) None.
(c) (1) Opinion of Lehman Brothers Inc. attached as Annex B to
Amendment No. 2 to the Preliminary Proxy Statement
(incorporated herein by reference to Amendment No. 2 to
the Preliminary Proxy Statement).
(c) (2) Materials presented by Lehman Brothers Inc. to the ISP
Special Committee on September 18, 2002.
(c) (3) Materials presented by Lehman Brothers Inc. to the ISP
Special Committee on September 27, 2002 (previously
filed).
(c) (4) Materials presented by Lehman Brothers Inc. to the ISP
Special Committee on October 21, 2002 (previously
filed).
(c) (5) Materials presented by Lehman Brothers Inc. to the ISP
Special Committee on November 6, 2002 (previously
filed).
(c) (6) Materials presented by Lehman Brothers Inc. to the Board
of Directors of ISP on November 8, 2002 (previously
filed).
(d) (1) Agreement and Plan of Merger, dated as of November 8,
2002 by and among ISP and ISPH attached as Annex A to
Amendment No. 2 to the Preliminary Proxy Statement
(incorporated herein by reference to Amendment No. 2 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
Amendment No. 2 to the Preliminary Proxy Statement
(incorporated herein by reference to Amendment No. 2 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 Amendment No. 2 to
the Preliminary Proxy Statement (incorporated herein by
reference to Amendment No. 2 to the Preliminary Proxy
Statement).
(g) None.
16