SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
INTERNATIONAL SPECIALTY PRODUCTS INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
460337 10 8
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(CUSIP Number)
Richard A. Weinberg, Esq.
c/o ISP Management Company, Inc.
1361 Alps Road
Wayne, New Jersey 07470
(973) 628-3520
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 8, 2002
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 460337 10 8 13D Page 2 of 9 Pages
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Samuel J. Heyman
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/_/
(b)/_/
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
SC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) /_/
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH 52,567,240
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8. SHARED VOTING POWER
0
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9. SOLE DISPOSITIVE POWER
52,567,240
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,567,240
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/_/
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.9%
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14. TYPE OF REPORTING PERSON
IN
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CUSIP No. 460337 10 8 13D Page 3 of 9 Pages
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Heyman Joint Venture II LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
(b) /_/
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
SC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) /_/
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
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NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH 0
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8. SHARED VOTING POWER
114,336
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9. SOLE DISPOSITIVE POWER
0
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10. SHARED DISPOSITIVE POWER
114,336
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
114,336
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/_/
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
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14. TYPE OF REPORTING PERSON
OO
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CUSIP No. 460337 10 8 13D Page 4 of 9 Pages
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
International Specialty Products Holdings Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
(b) /_/
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
SC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) /_/
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH 0
-------- ----------------------------------------------
8. SHARED VOTING POWER
0
-------- ----------------------------------------------
9. SOLE DISPOSITIVE POWER
0
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/_/
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14. TYPE OF REPORTING PERSON
CO
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This Amendment No. 10 (this "Amendment No. 10") to Schedule 13D relates
to the common stock, par value $.01 per share, of International Specialty
Products Inc., a Delaware corporation ("ISP"), and amends the statement on
Schedule 13D originally filed on July 3, 1991 by Samuel J. Heyman, GAF
Corporation, G-I Holdings, Inc., G Industries Corp. and GAF Fiberglass
Corporation (formerly known as GAF Chemicals Corporation), as amended by
Amendment No. 1 filed on January 9, 1997, Amendment No. 2 filed on April 1,
1998, Amendment No. 3 filed on July 24, 1998, Amendment No. 4 filed on August
25, 2000, Amendment No. 5 filed on April 6, 2001, Amendment No. 6 filed on
August 21, 2001, Amendment No. 7 filed on March 27, 2002, Amendment No. 8
filed on July 9, 2002 and Amendment No. 9 filed on November 7, 2002.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is amended to include the following:
One of the persons filing this form is International Specialty
Products Holdings Inc. ("ISPH"), a Delaware corporation. ISPH has as its
principal place of business at 1361 Alps Road, Wayne, New Jersey 07470. Mr.
Heyman (the "Stockholder") is in a position to directly and indirectly
determine the investment and voting decisions made by ISPH. ISPH was formed in
connection with the Merger described in Item 4 and has not engaged in any
business activities except in connection with the Merger. The name, position
with ISPH, citizenship and business address of each director and executive
officer of ISPH is as set forth below:
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Name Position(s) Citizenship Business Address
--------------------- ------------------- -------------- ----------------------
Samuel J. Heyman Director United States 1361 Alps Road, Wayne,
New Jersey 07470
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Sunil Kumar Director, president United States 1361 Alps Road, Wayne,
and chief executive New Jersey 07470
officer
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Richard A. Weinberg Executive Vice United States 1361 Alps Road, Wayne,
President, General New Jersey 07470
Counsel and
Secretary
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Susan B. Yoss Executive Vice United States 1361 Alps Road, Wayne,
President - Finance New Jersey 07470
and Treasurer
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Neither ISPH nor any executive officer or director thereof has,
during the last five years, (i) been convicted in a criminal proceeding (other
than a traffic violation and similar misdemeanors) or (ii) been a party to any
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he or she was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting mandatory
activities subject to, federal or state securities laws or finding any
violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate Merger Consideration described below in Item 4 is
expected to be approximately $130 million. It is anticipated that the Merger
Consideration would be paid out of available funds of ISP.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended and supplemented to include the following
information:
Merger Agreement
On November 8, 2002, ISP and ISPH entered into an Agreement and Plan
of Merger (the "Merger Agreement"), a copy of which is included as Exhibit F
to this Schedule 13D and is incorporated by reference herein.
On November 8, 2002, ISP issued the press release included as Exhibit
G to this Schedule 13D, which is incorporated by reference herein.
Pursuant to the Merger Agreement, ISPH would merge with and into ISP
(the "Merger") on the terms and subject to the conditions set forth therein.
In the Merger, each share of common stock (other than dissenting shares and
shares "beneficially owned" (as defined in the Merger Agreement) by the
Stockholder) would be converted into the right to receive $10.30 in cash
(the "Merger Consideration"), 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.
The Merger Agreement provides that consummation of the Merger is
subject to certain closing conditions, including approval by holders of a
majority of ISP's shares and approval by holders of a majority of the votes
cast by holders of shares not beneficially owned by the Stockholder or the
directors or officers of ISP.
The information set forth in response to this Item 4 is qualified in
its entirety by reference to the Merger Agreement (attached hereto as Exhibit
F) and the press release (attached hereto as Exhibit G).
It is anticipated that, upon consummation of the Merger, the ISP
common stock would be delisted from trading on the New York Stock Exchange and
deregistered with the Securities and Exchange Commission.
Other than changes in the capitalization, corporate structure and/or
governing documents resulting from the transaction, and other than the
intention to cause the Board of Directors of ISP following consummation of the
proposed transaction to be comprised solely of the Stockholder and certain
members of ISP's Board of Directors who are also members of ISP's management,
the Stockholder has no present plans or proposals with respect to any other
action referred to in instructions (a) through (j) of Item 4 of the form of
Schedule 13D. The Stockholder expressly reserves the right to change its
business plans, operations and management arrangements with respect to ISP
based on future developments. In addition, the Stockholder reserves the right
to make dispositions from time to time prior to the closing of the transaction
of shares of common stock owned by Heyman Joint Venture II LLC (up to 114,336
shares) to the extent permitted by the transaction agreements and applicable
law.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a) and (b) is amended and supplemented to include the
following information:
(a), (b) As of the close of business on November 8, 2002, the
reporting persons (other than ISPH) may be deemed to beneficially own, in the
aggregate, 52,567,240 shares of ISP common stock (of which 239,200 represent
shares underlying options awarded to the Stockholder under ISP's stock option
plan that are exercisable within 60 days of the filing of this Amendment No.
10), representing approximately 80.9% of the ISP common stock outstanding on
November 6, 2002, as set forth in the Merger Agreement.
As of the close of business on November 8, 2002, ISPH did not
beneficially own any shares of ISP.
As of the close of business on November 6, 2002 and based on the number
of shares of ISP common stock as set forth in the Merger Agreement, ISP's
common stock was, to the knowledge of ISPH, beneficially owned by ISPH's (1)
directors, (2) executive officers and (3) directors and executive officers as
a group as follows:
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Name Number of Shares %
----------------------------------- -------------------- --------------
Samuel J. Heyman................... 52,567,240 (1) (2) 80.9% (1) (2)
----------------------------------- -------------------- --------------
Sunil Kumar........................ 718,048 (2) (3) 1.1% (2) (3)
----------------------------------- -------------------- --------------
Richard A. Weinberg................ 421,575 (2) Less than 1%
----------------------------------- -------------------- --------------
Susan B. Yoss...................... 216,442 (2) Less than 1%
----------------------------------- -------------------- --------------
All directors and
executive officers of ISPH.... 53,923,305 (2) 82.8%
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(1)......Mr. Heyman may be deemed to beneficially own, and has sole
voting and investment power in respect of, 52,328,040 of these shares through
a limited partnership and a limited liability company. Mr. Heyman disclaims a
pecuniary interest in these shares in excess of his partnership interests in
such entities.
(2)......Includes with respect to Mr. Heyman, 239,200 shares, Mr.
Kumar 100,000 shares, Mr. Weinberg 342,516 shares, Ms. Yoss 56,422 shares and
all executive officers and directors of ISPH 738,138 shares subject to options
granted under the 1991 Incentive Plan for Key Employees and Directors, as
amended, of ISP that are currently exercisable or will become exercisable
within the next 60 days.
(3)......Includes with respect to Mr. Kumar, a grant of 250,000
shares of restricted common stock of ISP effective January 14, 2002, 23,449
shares held in ISP's 401(k) plan as of December 31, 2001, 11,000 shares held
by Mr. Kumar's spouse, 5,000 shares held by Mr. Kumar's daughter and 100,000
shares in the aggregate gifted by Mr. Kumar to his children, as to which
Mr. Kumar disclaims beneficial ownership.
The information in this section is hereby amended to reflect the
information contained in the cover pages, all of which is incorporated herein
by reference.
Item 5(c) is amended and supplemented to include the following
information:
(c) No transactions in shares of ISP common stock were effected
during the past 60 days by any reporting person or, to the knowledge of the
reporting persons, any person disclosed in response to Item 2, except that, in
accordance with the Merger Agreement and in connection with the execution
thereof, Mr. Kumar and Ms. Yoss have each entered into an agreement with ISP
providing that immediately prior to the effective time of the Merger, their
shares of restricted stock will be surrendered in exchange for the right to
receive the cash Merger Consideration, subject to the vesting restrictions
currently applicable to such restricted shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE SECURITIES OF THE ISSUER.
Item 6 is amended to include the following:
See "Item 4. Purpose of Transaction" for a description of the
announcements by ISP on November 8, 2002.
On November 8, 2002, the Stockholder and ISP entered into a
Stockholder Voting Agreement, a copy of which is included as Exhibit H to this
Schedule 13D and is incorporated by reference herein. Pursuant to the
Stockholder Voting Agreement, the Stockholder 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.
These descriptions are subject to, and qualified in their entirety by
reference to, the Merger Agreement and the Stockholder Voting Agreement, each
of which has been filed as an exhibit herewith.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is amended to include the following:
F. Agreement and Plan of Merger, dated November 8, 2002,
between ISP and ISPH (incorporated by reference to Exhibit
2.1 of the Form 8-K filed by ISP on November 12, 2002).
G. Press Release of ISP issued November 8, 2002 (incorporated
by reference to Exhibit 99.1 of the Form 8-K filed by ISP
on November 12, 2002).
H. Stockholder Voting Agreement, dated November 8, 2002,
between the Stockholder and ISP (incorporated by reference
to Exhibit 2.2 of the Form 8-K filed by ISP on November 12,
2002).
(The remainder of this page intentionally left blank)
SIGNATURES
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.
SAMUEL J. HEYMAN
/s/ SAMUEL J. HEYMAN
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HEYMAN JOINT VENTURE II LLC
/s/ SAMUEL J. HEYMAN
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Name: Samuel J. Heyman
Title: Manager
INTERNATIONAL SPECIALTY PRODUCTS HOLDINGS INC.
/s/ SUNIL KUMAR
------------------------
Name: Sunil Kumar
Title: President and Chief Executive Officer
Date: November 12, 2002
INDEX TO EXHIBITS
F. Agreement and Plan of Merger, dated November 8, 2002,
between ISP and ISPH (incorporated by reference to Exhibit
2.1 of the Form 8-K filed by ISP on November 12, 2002).
G. Press Release of ISP issued November 8, 2002
(incorporated by reference to Exhibit 99.1 of the
Form 8-K filed by ISP on November 12, 2002).
H. Stockholder Voting Agreement, dated November 8, 2002,
between the Stockholder and ISP (incorporated by reference
to Exhibit 2.2 of the Form 8-K filed by ISP on November 12,
2002).