SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
INTERNATIONAL SPECIALTY PRODUCTS INC.
-------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
-------------------------------------------------------------------------------
(Title of Class of Securities)
460337 10 8
-------------------------------------------------------------------------------
(CUSIP Number)
Richard A. Weinberg, Esq.
c/o ISP Management Company, Inc.
1361 Alps Road
Wayne, New Jersey 07470
(973) 628-3520
-------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 7, 2002
-------------------------------------------------------------------------------
(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).
(Continued on following pages)
(Page 1 of 7 Pages)
-------------------------------------------------------------------------------
CUSIP No. 460337 10 8 13D Page 2 of 7 Pages
-------------------------------------------------------------------------------
-------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Samuel J. Heyman
-------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
-------------------------------------------------------------------------
3. SEC USE ONLY
-------------------------------------------------------------------------
4. SOURCE OF FUNDS
SC
-------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
-------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
52,567,240
SHARES ----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH ----------------------------------------------------------
9. SOLE DISPOSITIVE POWER
REPORTING
52,567,240
PERSON WITH ----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
-------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,567,240
-------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
-------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.9%
-------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
-------------------------------------------------------------------------
------------------------------- -------------- --------------------------------
CUSIP No. 460337 10 8 13D Page 3 of 7 Pages
------------------------------- -------------- --------------------------------
-------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Heyman Joint Venture II LLC
-------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
-------------------------------------------------------------------------
3. SEC USE ONLY
-------------------------------------------------------------------------
4. SOURCE OF FUNDS
SC
-------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
-------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
0
SHARES ----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
114,336
OWNED BY EACH ----------------------------------------------------------
9. SOLE DISPOSITIVE POWER
REPORTING
0
PERSON WITH ----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
114,336
-------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
114,336
-------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
-------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
-------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
-------------------------------------------------------------------------
This Amendment No. 9 (this "Amendment No. 9") 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 and Amendment No. 8
filed on July 9, 2002.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate transaction consideration described below in Item 4 is
expected to be approximately $130 million. It is anticipated that the
transaction 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:
Going Private Transaction
On November 7, 2002, ISP issued the Press Release included as Exhibit
E to this Schedule 13D, which is incorporated by reference herein.
Mr. Heyman (the "Stockholder") and a Special Committee of the Board
of Directors of ISP have reached an agreement on a going private transaction
in which the holders of ISP's publicly traded shares would receive $10.30 in
cash per share. The agreement followed a determination by the Special
Committee that the transaction consideration is fair to ISP's public
shareholders. The Special Committee, which consists of ISP directors who are
not officers of ISP, has been negotiating with the Stockholder regarding his
previously announced proposal of $10 per share. Lehman Brothers Inc. served as
financial advisor to the Special Committee.
The transaction is expected to proceed as a merger and is subject to
the approval by ISP's Board of Directors and execution of a definitive merger
agreement. ISP's Board of Directors is expected to meet to consider approval
of a definitive merger agreement within the next few days. If the merger
agreement is approved by ISP's Board of Directors as anticipated, completion
of the merger will be 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 Stockholder beneficially owns approximately 80.9% of ISP's
outstanding shares of stock.
It is anticipated that, upon consummation of the transaction, 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 Ventures 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 6, 2002, the
reporting persons 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
(Page 4 of 7)
Stockholder under ISP's stock option plan that are exercisable within 60 days
of the filing of this Amendment No. 9), representing approximately 80.9% of
the ISP common stock outstanding on August 9, 2002, as set forth in ISP's
Quarterly Report on Form 10-Q filed on August 14, 2002.
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.
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 7, 2002.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is amended to include the following:
E. Press Release of ISP issued November 7, 2002.
(The remainder of this page intentionally left blank)
(Page 5 of 7)
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
---------------------------------------
HEYMAN JOINT VENTURE II LLC
/s/ SAMUEL J. HEYMAN
---------------------------------------
Name: Samuel J. Heyman
Title: Manager
Date: November 7, 2002
(Page 6 of 7)
INDEX TO EXHIBITS
E. Press Release of ISP issued November 7, 2002.
(Page 7 of 7)
Exhibit E
Press Release
FOR IMMEDIATE RELEASE Contact:
---------------------
Thursday, November 7 Neal E. Murphy
Senior Vice President
and Chief Financial
Officer
International Specialty
Products Inc.
(973) 872-4200
INTERNATIONAL SPECIALTY PRODUCTS SPECIAL COMMITTEE AND SAMUEL J. HEYMAN REACH
AGREEMENT ON GOING PRIVATE PROPOSAL AT PRICE OF $10.30 PER SHARE
WAYNE, NJ - NOVEMBER 7, 2002 - International Specialty Products Inc.
(NYSE: ISP) announced today that a Special Committee of its Board of Directors
and its majority stockholder, Samuel J. Heyman, have reached an agreement on a
going private transaction in which the holders of ISP's publicly traded shares
would receive $10.30 in cash per share.
The agreement followed a determination by the Special Committee that
the transaction consideration is fair to ISP's public shareholders. The
Special Committee, which consists of ISP directors who are not officers of
ISP, has been negotiating with Mr. Heyman regarding his previously announced
proposal of $10 per share. Lehman Brothers Inc. served as financial advisor to
the Special Committee.
The transaction is expected to proceed as a merger and is subject to
the approval by ISP's Board of Directors and execution of a definitive merger
agreement. ISP's Board of Directors is expected to meet to consider approval
of a definitive merger agreement within the next few days. If the merger
agreement is approved by ISP's Board as anticipated, completion of the merger
will be subject to certain closing conditions, including approval by holders
of a majority of ISP's shares and holders of a majority of the votes cast by
holders of shares not beneficially owned by Mr. Heyman or the directors or
officers of ISP.
The transaction has a value of approximately $130 million. Mr. Heyman
currently beneficially owns approximately 80.9% of ISP's outstanding shares of
stock.
ADDITIONAL INFORMATION AND WHERE TO FIND IT.
In connection with the proposed transaction, ISP will file a proxy
statement with the SEC. Investors and security holders are advised to read the
proxy statement when it becomes available, because it will contain important
information. Investors and security holders may obtain a free copy of the
proxy statement (when available) and other documents filed by ISP with the SEC
at the SEC's web site at http://www.sec.gov. Free copies of the proxy
statement, once available, and the company's other filings with the SEC may
also be obtained from ISP by directing a request to ISP Shareholder Relations
Department, 1361 Alps Road, Wayne, New Jersey 07470, Telephone:
1-800-526-5315. ISP, its directors and certain executive officers may be
deemed under the rules of the SEC to be "participants in the solicitation" of
proxies from the security holders of ISP in favor of the transaction.
Information about the directors and executive officers of ISP and their
ownership of ISP common stock is set forth in the proxy statement, dated April
12, 2002, for ISP's 2002 annual meeting of stockholders, as filed with the SEC
on Schedule 14A. Investors and security holders of ISP may obtain additional
information regarding the interests of the "participants in the solicitation"
by reading the proxy statement relating to the transaction when it becomes
available.
* * *
International Specialty Products Inc. is a leading multinational manufacturer
of specialty chemicals and mineral products.
This press release contains forward looking statements, including,
without limitation, statements relating to ISP's plans, strategies,
objectives, expectations, goals and intentions, which are made in a manner
consistent with the safe harbor provisions of the U.S. Private Securities
Litigation Reform Act of 1995. These forward looking statements involve known
and unknown risks, uncertainties and other factors that may cause the actual
results, performance or achievements of ISP to be materially different from
any future results, performance or achievements expressed or implied by such
forward looking statements. These factors include: general economic, capital
market and business conditions; risks arising from litigation or similar
proceedings; and the risks and uncertainties inherent in the negotiation of a
definitive merger agreement, satisfaction of the closing conditions to the
merger and the consummation of the merger, as well as those factors discussed
in the filings of ISP and its subsidiaries with the Securities and Exchange
Commission, which are incorporated in this press release by reference. ISP
undertakes no obligation, and expressly disclaims any obligation, to publicly
update or revise any forward looking statement, whether as a result of new
information, future events or otherwise.