SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
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)
July 9, 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).
(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 _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
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)
81.1%
________________________________________________________________________________
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 _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
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*
PN
________________________________________________________________________________
This Amendment No. 8 (this "Amendment No. 8") 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 and Amendment No. 7 filed on March 27, 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 $125,000,000. The Transaction Consideration would
be paid out of available funds of ISP.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4(a)-(j) is amended and supplemented to include the following
information:
Proposed Going Private Transaction
On July 8, Samuel J. Heyman (the "Stockholder") delivered a letter to the
board of directors of ISP proposing a transaction that would result in the
Stockholder acquiring "beneficial ownership" (which term, unless otherwise
noted, has the meaning specified in Rule 13d-3 under the Securities Exchange
Act of 1934, as amended) of all of the common stock of ISP. The letter to the
board is filed as an exhibit to this Amendment No. 8.
Under the proposed transaction, holders of shares of common stock of ISP
(other than those shares beneficially owned by Stockholder) would receive $10
in cash per share (the "Transaction Consideration").
It is anticipated that, upon consummation of the proposed 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 a transaction of the type described above,
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 with respect to ISP based on future
developments.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a), (b) As of the close of business on July 8, 2002, the reporting
persons may be deemed to beneficially own, in the aggregate, 52,567,240 shares
of 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. 8), representing approximately
81.1% of the ISP common stock outstanding on May 10, 2002 as set forth in
ISP's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
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 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
announcement by the Stockholder on July 8, 2002. These descriptions are
subject to, and qualified in their entirety by reference to, the letter to the
board of directors of ISP, which has been filed as an exhibit herewith.
(Page 4 of 7)
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is amended to include the following:
C. Letter, dated July 8, 2002, from the Stockholder to ISP's Board of
Directors.
(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
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HEYMAN JOINT VENTURE II LLC
/s/ Samuel J. Heyman
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Name: Samuel J. Heyman
Title: Manager
Date: July 9, 2002
(Page 6 of 7)
INDEX TO EXHIBITS
C. Letter, dated July 8, 2002, from the Stockholder to ISP's Board of
Directors.
(Page 7 of 7)
Exhibit C
July 8, 2002
International Specialty Products Inc.
Board of Directors
1361 Alps Road
Wayne, NJ 07470
Gentlemen:
The focus of our interest at ISP has always been to increase shareholder
value for all ISP shareholders. Nonetheless, our efforts have been hampered,
at least in part, by the following: First, attracting analyst coverage and
public investors to a Company with a majority shareholder and a small public
float is inherently difficult and has been made more so by the general stock
market downturn; and, second, I believe that investors have not given us
sufficient credit for the not insubstantial earnings which have in the past
been generated by the Company's investment portfolio, notwithstanding our
outstanding investment performance over the years.
As you know, we have sought to take steps in the past to address some of
these issues. For example, on several occasions, ISP has explored the
possibility of offering additional common shares to increase stock market
liquidity, but concluded that such offering would not make economic sense.
Alternatively, believing that our common stock was undervalued in the market,
ISP has from time to time engaged in share repurchases in order to enhance
shareholder value. While these repurchases had a compelling economic
rationale, they inevitably had the adverse effect of further limiting the
liquidity of the trading market for ISP stock.
As a result, ISP has been unable to realize many of the benefits normally
associated with public ownership. The following are just two examples: (1) ISP
has not been able to utilize its common stock as currency for acquisitions;
and (2) the lack of liquidity with respect to the Company's stock has impaired
its ability to use stock options or equity-based incentives as a meaningful
way to attract and retain employees.
Accordingly, I am proposing that the Company be taken private in a
transaction in which the shareholders, other than my affiliates and myself,
would receive $10 per share in cash. This price represents an almost 45%
premium over the average price for the prior 30 days.
I expect that the Board will form a committee of independent Board
members to evaluate my proposal, and wish to assure you that I am most
interested, as I'm sure you are, in providing for the utmost of procedural
fairness in the interests of ISP's minority shareholders. In this connection,
we propose that approval of any transaction require the vote of a majority of
the minority shareholders. I am willing to meet with you promptly in order to
discuss this proposal, and I would hope that we could move forward
expeditiously to consider this proposed transaction.
Sincerely,
/s/ Samuel J. Heyman