AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 22, 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
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|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)
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NEWS RELEASE
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The Hercules Shareholders' Committee For NEW Management * 17 State Street *
New York, New York 10004
Contact: Chris Hayden, Georgeson Shareholder Communications Inc.
212-440-9850
FOR IMMEDIATE RELEASE
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COMMITTEE SENDS LETTER TO HERCULES SHAREHOLDERS
NEW YORK--July 22, 2003-- The Hercules Shareholders' Committee For NEW
Management announced today that it sent the following letter to Hercules
NYSE: HPC) shareholders:
THE HERCULES SHAREHOLDERS' COMMITTEE FOR NEW MANAGEMENT
17 State Street, New York, NY 10004
July 22, 2003
Fellow Hercules Shareholder:
We understand from discussions with Hercules shareholders in recent
days that Joyce is now claiming, which is nothing new, that he intends to sell
the Company presumably at the time of the turn in the pulp and paper cycle.
Parenthetically, the sale of the Company was the platform upon which Joyce's
predecessor ran on in the 2001 proxy contest, and he was never able to even come
close to selling the Company. With respect to Joyce, after 26 months of
attempting to sell the Company, the best he could do was to initiate an LBO
offer for $9 per share.
While we would like to realize shareholder values for Hercules
shareholders - we have had a sizeable investment in the Company, as you know,
for more than three years - and WE ARE IN FAVOR OF A SALE OF THE COMPANY AT THE
RIGHT TIME AND AT THE RIGHT PRICE, THE REAL ISSUE AT THIS POINT IN TIME IS THAT
HERCULES CAN SIMPLY NOT AFFORD A CARETAKER CEO ANY LONGER. NOR CAN THE COMPANY
WITHSTAND THE CONTINUED ADVERSE EFFECT ON OUR EMPLOYEES AND FRANCHISE VALUE OF
OUR BUSINESSES AS A RESULT OF JOYCE'S "FOR SALE AT ANY PRICE" STRATEGY.
You should be aware that Joyce's golden parachutes are triggered upon a
sale of the Company AT ANY PRICE, and these golden parachutes constitute the
lion's share of his expected compensation over the next year or two. We on the
other hand have an enormous investment in Hercules and are willing to make an
additional investment of more than $100 million, should the Committee's nominees
be elected, because of our vision of what the Company could be worth under new
leadership.
HERCULES HAS BEEN A RUDDERLESS SHIP FOR MORE THAN TWO AND ONE-HALF
YEARS NOW, AND IT IS OUR CONVICTION THAT IF THIS SITUATION CONTINUES MUCH
LONGER, WHEN THE TIME COMES TO SELL, WHATEVER IS LEFT TO BE REALIZED WILL BE
SUBSTANTIALLY DIMINISHED.
IF YOU AGREE WITH US THAT OUR INVESTMENTS IN HERCULES ARE IN JEOPARDY
SHOULD JOYCE REMAIN IN OFFICE, PLEASE SIGN, DATE, AND RETURN THE COMMITTEE'S
NOMINEES WHITE PROXY CARD - TODAY!
Sincerely,
THE HERCULES SHAREHOLDERS' COMMITTEE FOR NEW MANAGEMENT
/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.