=============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2002 INTERNATIONAL SPECIALTY PRODUCTS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-29764 51-0376469 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification Number) 300 Delaware Avenue, Suite 303 Wilmington, Delaware 19801 (Address of Principal Executive Office) Registrant's telephone number, including area code: (302) 427-5715 =============================================================================== ITEM 5. OTHER EVENTS. On November 7, 2002, International Specialty Products Inc. ("ISP") issued a press release announcing 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. A copy of that press release, which describes the agreement and certain conditions to which it is subject, is attached hereto and incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) EXHIBITS. The following is furnished as an exhibit to this report: 99.1 Press Release, dated November 7, 2002, issued by International Specialty Products Inc. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. INTERNATIONAL SPECIALTY PRODUCTS INC. /s/ Neal E. Murphy By: ------------------------------ Name: Neal E. Murphy Title: Senior Vice President and Chief Financial Officer Date: November 7, 2002 -3- EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.1 Press Release, dated November 7, 2002, issued by International Specialty Products Inc. -4-