AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 18, 2003
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.)
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[ ] 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)
THE HERCULES SHAREHOLDERS' COMMITTEE FOR NEW MANAGEMENT
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
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THE HERCULES SHAREHOLDERS' COMMITTEE FOR NEW MANAGEMENT
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17 State Street, New York, NY 10004
MEMORANDUM
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To: Fellow Hercules Shareholders Date: July 17, 2003
We understand that Joyce has suggested, both to ISS and a number of
Hercules shareholders, that a refinancing prior to the BetzDearborn sale may not
have been available -- and if so, only in connection with a risky two-step
procedure where the Company would not be able to rely on the second step being
completed. Nothing could be further from the truth.
We are enclosing a copy of a portion of the December 2001 Hercules Board
minutes concerning this matter, where a top executive of a leading money center
bank offered to underwrite the $1.2 billion refinancing, and a copy of the
bank's December 12, 2001 presentation to the Board. He indicated at the same
time that there was another option, involving a two-step, $800 million and $400
million, refinancing -- which might prove to be somewhat more cost efficient.
Ultimately, the Company elected to pursue the two-step alternative and
negotiated term sheets and selected bank leadership. Parenthetically, there was
nothing risky in the two-step refinancing, for lenders would never have funded
into the first step without an assurance that the second step would be
completed. Even if this were not the case, the one step was always available.
We are also enclosing a copy of management's February 11, 2002 Board
presentation concerning the refinancing, including term sheets which were
negotiated, and a copy of a portion of the Board minutes concerning the
BetzDearborn sale in which Joyce stressed that "the company is no longer in a
crisis mode and the company can do whatever the Board decides to do."
We are also enclosing correspondence between Joyce and Mr. Heyman, in which
Joyce separately acknowledged the availability of the refinancing.
There is also supplemental data that was presented at the December 12, 2001
Board meeting, which highlights the attractiveness of the high yield market and
in particular, the attractiveness for chemical industry issuers, which we have
not included. This information can be made available upon request. If you have
any questions please call Georgeson Shareholder Communications Inc., our proxy
solicitation agent, toll-free, at 1-866-288-2190 (banks and brokerage firms
please call 1-212-440-9800).
/s/ Samuel J. Heyman /s/ Harry Fields /s/ Anthony T. Kronman /s/ Sunil Kumar
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Samuel J. Heyman Harry Fields Anthony T. Kronman Sunil Kumar
/s/ Gloria Schaffer /s/ Vincent Tese /s/ Raymond S. Troubh /s/ Gerald Tsai, Jr.
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Gloria Schaffer Vincent Tese Raymond S. Troubh Gerald Tsai, Jr.
enclosures
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