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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5 TO
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)
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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: [ ]
Check the following box if the filing is a final amendment reporting
the results of the transaction: [X]
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee**
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$134,360,564 $26,873
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* 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. 5 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 (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 the General Corporation Law of the State of Delaware will be canceled.
Notwithstanding this arrangement, shares owned by a qualified charitable
organization, will be entitled to receive $10.30 in cash. The purpose of this
Amendment No. 5 is to file a final amendment to this Schedule 13E-3 to report
the results of the Rule 13E-3 transaction pursuant to rule 13e-3(d)(3).
On Friday, February 28, 2003, at a special meeting of the ISP
stockholders, the stockholders of ISP voted to approve the Agreement and Plan of
Merger by and between ISP and ISPH (the "Merger Agreement") and the merger
transaction contemplated thereby. The Merger Agreement was approved by
approximately 93% of all shares of common stock outstanding and entitled to vote
at the special meeting and 99.5% of the votes cast at the meeting by
stockholders other than Mr. Heyman and his affiliates and the directors and
executive officers of ISP. Also on Friday, February 28, 2003, the merger became
effective upon the filing of a Certificate of Merger with the Secretary of State
of the State of Delaware.
The terms and conditions of the Merger Agreement are described in the
Definitive Proxy Statement of ISP, dated February 7, 2003 (the "Proxy
Statement"), which was filed with the Securities and Exchange Commission on the
same date. A copy of the Merger Agreement is attached as Annex A to the Proxy
Statement.
ITEM 16. EXHIBITS
Regulation M-A
Item 1016
(a) (1) Definitive Proxy Statement filed with the Securities
and Exchange Commission on February 7, 2003
(incorporated herein by reference to the Definitive
Proxy Statement).
(a) (2) Press Release of ISP dated February 28, 2003.
(b) None.
(c) (1) Opinion of Lehman Brothers Inc. attached as Annex B to
the Definitive Proxy Statement (incorporated herein by
reference to the Definitive Proxy Statement).
(c) (2) Materials presented by Lehman Brothers Inc. to the ISP
Special Committee on September 18, 2002 (previously
filed).
(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
the Definitive Proxy Statement (incorporated herein by
reference to the Definitive Proxy Statement).
(d) (2) Stockholder Voting Agreement, dated November 8, 2002,
between ISP and Samuel J. Heyman attached as Annex C
to the Definitive Proxy Statement (incorporated herein
by reference to the Definitive Proxy Statement).
(e) None.
(f) Section 262 of the General Corporation Law of the
State of Delaware attached as Annex D to the
Definitive Proxy Statement (incorporated herein by
reference to the Definitive Proxy Statement).
(g) None.
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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: February 28, 2003
INTERNATIONAL SPECIALTY PRODUCTS INC.
By: /s/ SUNIL KUMAR
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Name: Sunil Kumar
Title: President and Chief Executive Officer
SAMUEL J. HEYMAN
/s/ SAMUEL J. HEYMAN
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INTERNATIONAL SPECIALTY PRODUCTS
HOLDINGS INC.
By: /s/ SUNIL KUMAR
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Name: Sunil Kumar
Title: President and Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(a) (1) Definitive Proxy Statement filed with the Securities
and Exchange Commission on February 7, 2003
(incorporated herein by reference to the Definitive
Proxy Statement).
(a) (2) Press Release of ISP dated February 28, 2003.
(b) None.
(c) (1) Opinion of Lehman Brothers Inc. attached as Annex B
to the Definitive Proxy Statement (incorporated
herein by reference to the Definitive Proxy
Statement).
(c) (2) Materials presented by Lehman Brothers Inc. to the
ISP Special Committee on September 18, 2002
(previously filed).
(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 the Definitive Proxy Statement (incorporated
herein by reference to the Definitive Proxy
Statement).
(d) (2) Stockholder Voting Agreement, dated November 8,
2002, between ISP and Samuel J. Heyman attached as
Annex C to the Definitive Proxy Statement
(incorporated herein by reference to the Definitive
Proxy Statement).
(e) None.
(f) Section 262 of the General Corporation Law of the
State of Delaware attached as Annex D to the
Definitive Proxy Statement (incorporated herein by
reference to the Definitive Proxy Statement).
(g) None.
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