UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
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[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14A-6(E)(2))
[ ] Definitive Proxy Statement
[x] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
Hercules Incorporated
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(Name of Registrant as Specified In Its Charter)
N/A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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2) Aggregate number of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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[This is an updated version of Annex I to Hercules' proxy
statement and related beneficial ownership information
(appearing on pages 19-21 of the proxy statement).]
ANNEX I
INFORMATION CONCERNING THE DIRECTORS AND CERTAIN OFFICERS
OF THE COMPANY WHO ALSO MAY SOLICIT PROXIES
The following table sets forth the name, principal business address and
the present office or other principal occupation or employment, and the name,
principal business and the address of any corporation or other organization in
which their employment is carried on, of the directors and certain officers of
Hercules ("Participants") who also may solicit proxies from Hercules
shareholders. Unless otherwise indicated, the principal occupation refers to
such person's position with the Company and the business address is Hercules
Incorporated, Hercules Plaza, 1313 North Market Street, Wilmington, DE
19894-0001.
DIRECTORS
The principal occupations of the Company's directors who are deemed
Participants in the solicitation are set forth under "Proposal (1) Election of
Directors" in this proxy statement. The principal business address of Mr.
Gossage is that of the Company. The name, business and address of the
director-Participants' organization of employment are as follows:
NAME ADDRESS
------------------ -----------------------------------------------------------
Thomas L. Gossage Hercules Incorporated, 1313 N. Market Street, Wilmington,
DE 19894-0001
John G. Drosdick Sunoco, Inc., Ten Penn Center, 1801 Market Street,
Philadelphia, PA 19103-1699
Richard M. Center for Strategic & International Studies, Suite 400,
Fairbanks, III 1800 K Street, N.W., Washington, DC 20006-2202
Alan R. Hirsig *
Edith E. Holiday *
Gaynor N. Kelley *
Ralph L. MacDonald Amelia Investment Corp., 1890 South 14th Street, Suite
110, Amelia Island, FL 32034-4730
George MacKenzie Hercules Incorporated, 1313 N. Market Street, Wilmington,
DE 19894-0001
H. Eugene McBrayer *
Peter McCausland Airgas, Inc., PO Box 6675, Radnor, PA 19087-8675
John A. H. Shober ESU Associates, 12 Bugle Lane, Blue Bell, PA 19422
Paula A. Sneed Kraft Foods, 3 Lakes Drive, Northfield, IL 60093-9999
---------------------
* Unless otherwise indicated, the Director's address is c/o Hercules
Incorporated, 1313 N. Market Street, Wilmington, Delaware 19894-0001.
EXECUTIVE OFFICERS AND CERTAIN CORPORATE OFFICERS
NAME PRINCIPAL OCCUPATION
------------------ -----------------------------------------------------------
Thomas L. Gossage Chairman and Chief Executive Officer
Israel J. Floyd Executive Vice President, Secretary and
General Counsel
George MacKenzie Vice Chairman
J. Neil Stalter Vice President, Corporate Communications
Allen A. Spizzo Vice President, Corporate Affairs and Strategic
Planning
INFORMATION REGARDING OWNERSHIP OF THE COMPANY'S SECURITIES BY PARTICIPANTS
None of the Participants owns any of the Company's securities of record but
not beneficially. The number of shares of common stock of the Company held by
directors and the named executive officers is set forth under the "Beneficial
Ownership of Stock" section of this proxy statement. The number of shares
of common stock of the Company held by the other Participants as April 12, 2001
is set forth below. The information includes Hercules common shares that may be
acquired by the exercise of stock options within 60 days of April 12, 2001:
NAME SHARE OWNERSHIP*
-------------------------- -----------------------
Allen A. Spizzo 3,173
J. Neil Stalter 11,854
--------------------------
* Includes shares as April 12, 2001, in the Savings and Investments Plan as
follows: A. A. Spizzo, 1,318 and J.N. Stalter, 485. Includes shares with
restrictions and forfeiture risks as specified under the Long-Term Incentive
Compensation Plan: A. A. Spizzo, 1,055 and J. N. Stalter, 8,854.
INFORMATION REGARDING TRANSACTIONS IN THE COMPANY'S SECURITIES BY PARTICIPANTS
The following table sets forth purchases and sales of the Company's
securities by the Participants listed below during the past two years. Unless
otherwise indicated, all transactions are in the public market.
Number of Shares of | Number of Shares of
Common Stock Purchased | Common Stock
Name Date or (Sold) Notes | Name Date Purchased or (Sold) Notes
----------------- --------- ---------------------- ----- | ------------- ----- ------------------- -----
DIRECTORS | EXECUTIVE OFFICERS
--------- | ------------------
John G. Drosdick 2/18/1999 1,419 (1) | June B. Barry 6/15/1999 (3,778) (3)
5/11/1999 750 (1) | 11/2/1999 38,000 (2)
5/11/1999 1,500 (1) | 2/15/2000 (6,612) (3)
2/8/2000 2,754 (1) | 2/15/2000 7,512 (4)
Richard Fairbanks 2/18/1999 1,711 (1) | 10/16/2000 (7,901) (3)
11/30/1999 82 (1) | 10/16/2000 11,453 (1)
2/8/2000 2,754 (1) | Vincent J. Corbo 2/1/1999 (1,170) (3)
Thomas L. Gossage 10/17/2000 128,003 (2) | 11/2/1999 151,000 (2)
Alan R. Hirsig 2/18/1999 1,419 (1) | 11/1/2000 (2,722) (3)
5/11/1999 750 (1) | 11/1/2000 (64,024) (3)
5/11/1999 1,500 (1) | Dominick W. DiDonna 2/1/1999 (539) (3)
2/8/2000 2,885 (1) | 11/2/1999 38,000 (2)
Edith E. Holiday 2/18/1999 417 (1) | Israel J. Floyd 2/1/1999 697 (2)
2/8/2000 655 (1) | 5/3/1999 900 (2)
Robert G. Jahn 1/18/1999 1,836 (1) | 11/2/1999 22,000 (2)
2/8/2000 3,148 (1) | 3/1/2000 16,000 (2)
Gaynor N. Kelley 2/18/1999 918 (1) | 5/1/2000 1,500 (2)
2/8/2000 1,605 (1) | Harry J. Tucci 2/1/1999 (833) (3)
Ralph L. MacDonald 2/18/1999 1,711 (1) | 2/18/1999 3,957 (2)
2/8/2000 2,557 (1) | 5/13/1999 8,400 (5)
George MacKenzie 2/1/1999 (609) (3) | 11/2/1999 38,000 (2)
2/18/1999 751 (2) | 6/2/2000 (597) (3)
11/2/1999 38,000 (2) | 12/1/2000 (13) (3)
1/20/2000 30,000 (2) | 12/1/2000 (177) (3)
H. Eugene McBrayer 2/18/1999 1,878 (1) | 12/1/2000 (14) (3)
2/8/2000 3,017 (1) | 12/1/2000 (57) (3)
Peter McCausland 2/18/1999 1,419 (1) | 12/1/2000 (8,230) (3)
2/8/2000 2,754 (1) | 12/1/2000 (38,000) (3)
Paula A. Sneed 2/18/1999 1,878 (1) |
2/8/2000 3,148 (1) |
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1. Acquisition of restricted shares pursuant to the Company's Non-employee
Director Stock Accumulation Plan.
2. Acquisition of restricted shares pursuant to the Company's Long-Term
Incentive Compensation Plan.
3. Surrender of shares to pay withholding tax on restricted shares whose
restrictions lapsed.
4. Acquired under the Company's Long-Term Incentive Compensation Plan.
5. Acquired upon exercise of options.
MISCELLANEOUS INFORMATION CONCERNING PARTICIPANTS
Except as described in this Annex I or in the proxy statement, none of the
participants nor any of their respective affiliates or associates (together, the
"Participant Affiliates"), (i) directly beneficially owns any shares of common
stock of the Company or any securities of any subsidiary of the Company or (ii)
has
had any relationship with the Company in any capacity other than as a
shareholder, employee, officer or director. Furthermore, except as described in
this Annex I or in the proxy statement, no Participant or Participant Affiliate
is either a party to any transaction or series of transactions since December
31, 1999, or has knowledge of any currently proposed transaction or series of
transactions, (i) to which the Company or any of its subsidiaries was or is to
be a party, (ii) in which the amount involved exceeds $60,000, and (iii) in
which any Participant or Participant Affiliate had or will have, a direct or
indirect material interest. Except as described in this Annex I or in the proxy
statement, no participant or Participant Affiliate has any arrangement or
understanding with any person (i) with respect to any future employment by the
registrant or its affiliates; or (ii) with respect to any future transactions to
which the registrant or any of its affiliates will or may be a party.
BENEFICIAL OWNERSHIP OF STOCK
The following table sets forth information, as of April 12, 2001, with
respect to the beneficial ownership of Hercules common shares by
o beneficial owners of more than five percent of Hercules common stock,
o each Hercules director and nominee for director,
o each of the executive officers named in the summary compensation
table set forth below, and
o all directors, nominees and executive officers of Hercules as a group.
This beneficial ownership is reported in accordance with the rules of the
SEC, under which a person may be deemed to be the beneficial owner of shares if
that person has or shares the power to vote or dispose of those shares or has
the right to acquire beneficial ownership of those shares within 60 days (for
example, through the exercise of an option). Accordingly, the shares shown in
the table as beneficially owned by certain individuals may include shares owned
by certain members of their respective families. Because of these rules, more
than one person may be deemed to be the beneficial owner of the same shares. The
inclusion of the shares shown in the table is not necessarily an admission of
beneficial ownership of those shares by the person indicated.
Options
Shares Exercisable
Beneficially Within 60 Restricted Percent of
Name Owned (1) Days Stock Units Shares
---------------------------------------- ------------ ------------ ----------- ----------
DIRECTORS AND OFFICERS
----------------------
Thomas L. Gossage, Director and Officer(2) 129,003 264,000 0 *
J. Barry, Officer 72,963 7,200 0 *
D.W. DiDonna, Officer 44,710 148,100 0 *
J.G. Drosdick, Director 9,423 6,000 1,100 *
R.M. Fairbanks, III, Director 12,088 21,000 1,253 *
I.J. Floyd, Officer 66,017 71,800 0 *
A.R. Hirsig, Director 6,554 6,000 1,100 *
E.E. Holiday, Director 3,999 18,000 1,376 *
R.G. Jahn, Director 14,236 27,000 0 *
G.N. Kelley, Director 9,744 27,000 2,185 *
R.L. MacDonald, Jr., Director 15,421 27,000 1,928 *
G. MacKenzie, Officder 127,091 190,820 1,299 *
H.E. McBrayer, Director 77,324 24,000 1,527 *
P. McCausland, Director 7,784 9,000 1,100 *
J.A.H. Shober, Director 5,250 6,000 1,100 *
P.A. Sneed, Director 11,925 18,000 1,253 *
V.J. Corbo, Director and Officer(3) 109,119 245,200 0 *
H.J. Tucci, Officer(4) 53,231 209,200 0 *
ALL DIRECTORS AND EXECUTIVE OFFICERS
AS A GROUP 775,882 1,325,320 15,221 2.0%
5% SHAREHOLDERS
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International Specialty Products, Inc.(5) 10,719,200 9.9%
ISP Investments Inc.
ISP Opco Holdings Inc.
c/o ISP Management Company, Inc.
1361 Alps Road
Wayne, New Jersey 07670
T. Rowe Price Associates, Inc.(6) 7,198,428 6.7%
100 E. Pratt Street
Baltimore, Maryland 21202
Mario J. Gabelli and related entities(7) 6,707,400 6.2%
c/o Gabelli Asset Management Inc.
One Corporate Center
Rye, New York 10580
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* Less than 1% of the outstanding Hercules common shares. As of April 12, 2001,
there were 108,020,963 shares of Hercules common stock outstanding.
1. Includes shares, as of April 12, 2001, in the Hercules Savings and
Investments Plan as follows: J. Barry, 3,409; D.W. DiDonna, 1,349; I. J.
Floyd, 1,445; and G. MacKenzie, 3,515; and all directors and officers as a
group, 9,718. Includes shares with restrictions and forfeiture risks as
specified under the Long-Term Incentive Compensation Plan: T. L. Gossage,
128,003; J. Barry, 38,000; D.W. DiDonna, 39,747; G. MacKenzie, 76,270; I.
J. Floyd, 45,910; H. J. Tucci, 1,821; and all directors and executive
officers as a group, 274,956. Owners have the same voting and dividend
rights as other shareholders of Hercules, but no right to sell or transfer.
Included in the non-employee directors' totals is a one-time equity award.
Mr. Kelley's total includes 1,594 shares that he holds jointly with his
spouse.
2. Named Chairman and Chief Executive Officer on October 17, 2000.
3. Resigned as President, Chairman and Chief Executive Officer on October 17,
2000.
4. Retired on December 1, 2000.
5. Share holding as of April 12, 2001, as reported on Amendment No. 11 to the
Schedule 13D filed by such shareholder.
6. Share holding as of April 12, 2001, as reported on Schedule 13G most
recently filed by such shareholder.
7. Share holding as of April 12, 2001, as reported on Amendment No. 1 to the
Schedule 13D filed by such shareholder.