UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] 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
-------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------------
3)Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------------
5) Total fee paid:
-------------------------------------------------------------------------------
SECOND INDEPENDENT PROXY ADVISOR RECOMMENDS
HERCULES SHAREHOLDERS VOTE FOR COMPANY DIRECTOR NOMINEES
--------------------------------------------------------
Wilmington, DE, July 21, 2003 . . . Hercules Incorporated (NYSE: HPC) today
announced that a second independent proxy advisory firm, Glass, Lewis & Co, has
recommended that Hercules shareholders vote to elect Hercules' four director
nominees to the Company's Board of Directors at its Annual Meeting of
Shareholders on July 25, 2003. This follows Institutional Shareholder Services'
(ISS) earlier recommendation to vote for Hercules' director nominees.
In its report, Glass Lewis stated, ". . . we conclude that the failure to
present a demonstrably superior plan means that Mr. Heyman should not receive
control of the Board. . .. To our minds, giving Mr. Heyman control of the
Board without receiving a change in control premium is a much steeper hurdle,
and one that Mr. Heyman has failed to meet."
Dr. William H. Joyce, Chairman and Chief Executive Officer, said, "We're very
pleased to have received this additional independent third-party support for our
director nominees. We have been telling shareholders throughout this proxy
contest to protect their interests and the Company's future by casting their
vote for Hercules' nominees. Our message has been validated by two independent
proxy advisory firms, which clearly agree with us that Hercules shareholders
should not give control of the Board to Sam Heyman. The people of Hercules have
turned the Company around over the past two years, and Hercules is on the right
path to continue delivering improved results and increased shareholder value.
With the July 25th meeting just days away, we urge shareholders to cast their
vote for Hercules' nominees on their GOLD proxy card."
Glass, Lewis & Co. uses proprietary research and extensive analysis to
objectively evaluate the corporate integrity and financial transparency of
public companies and advise shareholders on the exercise of their voting rights.
The firm serves as an advisor exclusively to institutional investors and other
institutional participants in the financial and capital markets.
Institutional Shareholder Services serves institutional and corporate clients
worldwide, analyzing proxies and issuing informed research and objective vote
recommendations for more than 10,000 U.S. and 12,000 non-U.S. shareholder
meetings each year.
Hercules urges shareholders to sign, date and return Hercules' GOLD proxy card
to vote FOR Hercules' director nominees today. Shareholders who have previously
signed a white proxy card sent to them by Heyman, have every right to change
their vote. They should simply sign, date and mail a GOLD proxy card, which will
automatically revoke any earlier-dated white proxy card they may have signed.
Shareholders with questions or in need of a GOLD proxy card or other assistance
in voting their shares should contact Hercules' proxy solicitor, MacKenzie
Partners, Inc., toll free at (800) 322-2885 or collect at (212) 929-5500 or via
email at proxy@mackenziepartners.com.
# # #
Hercules manufactures and markets chemical specialties globally for making a
variety of products for home, office and industrial markets. For more
information, visit the Hercules website at www.herc.com.
This news release includes forward-looking statements, as defined in the Private
Securities Litigation Reform Act of 1995, reflecting management's current
analysis and expectations, based on what management believes to be reasonable
assumptions. Forward-looking statements may involve known and unknown risks,
uncertainties and other factors, which may cause the actual results to differ
materially from those projected, stated or implied, depending on such factors
as: ability to generate cash, ability to raise capital, ability to refinance,
the result of the pursuit of strategic alternatives, the outcome of the pending
proxy contest, ability to execute work process redesign and reduce costs,
business climate, business performance, economic and competitive uncertainties,
higher manufacturing costs, reduced level of customer orders, changes in
strategies, risks in developing new products and technologies, environmental and
safety regulations and clean-up costs, foreign exchange rates, the impact of
changes in the value of pension fund assets and liabilities, changes in
generally accepted accounting principles, adverse legal and regulatory
developments, including increases in the number or financial exposures of
claims, lawsuits, settlements or judgments, or the inability to eliminate or
reduce such financial exposures by collecting indemnity payments from insurers,
the impact of increased accruals and reserves for such exposures, and adverse
changes in economic and political climates around the world, including terrorist
activities and international hostilities. Accordingly, there can be no assurance
that the Company will meet future results, performance or achievements expressed
or implied by such forward-looking statements. As appropriate, additional
factors are contained in other reports filed by the Company with the Securities
and Exchange Commission. This paragraph is included to provide safe harbor for
forward-looking statements, which are not generally required to be publicly
revised as circumstances change, and which the Company does not intend to
update.
Media Contact: Investor Contact:
John Riley Allen A. Spizzo
jriley@herc.com aspizzo@herc.com
(302) 594-6025 (302) 594-6491