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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH [20], 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. __)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant |X|
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
[ ] Definitive Additional Materials
|X| Soliciting Material Pursuant to Rule 14a-12
HERCULES INCORPORATED
(Name of Registrant as Specified in Its Charter)
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.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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
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(4) Proposed maximum aggregate value of transaction:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
News Release
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Hercules Shareholders' Committee For New Management * 17 State Street *
New York, New York 10004
Contact: Karen J. Carroll
212-821-1602
THE HERCULES SHAREHOLDERS' COMMITTEE
FOR NEW MANAGEMENT ANNOUNCES PROXY CONTEST
______________________________________________________
NEW YORK, NY, MARCH 20, 2003 - The Hercules Shareholders' Committee
for New Management, in its filing of a preliminary proxy statement with the
SEC today, announced that it will solicit proxies to elect four candidates
to the Board of Directors of Hercules Incorporated (NYSE:HPC) at the
upcoming 2003 Annual Meeting. The Committee is comprised of International
Specialty Products Inc. ("ISP"), a privately-held international specialty
chemicals company, four current members of the Hercules Board (the
"minority directors"), and the Committee's four nominees for this year's
proxy contest.
The four current Hercules Board members are Samuel J. Heyman, ISP's
Chairman, Raymond S. Troubh, a member of a number of corporate boards and a
former General Partner of Lazard Freres & Co., Sunil Kumar, ISP's Chief
Executive Officer, and Gloria Schaffer, former Connecticut Secretary of
State and member of the Federal Civil Aeronautics Board. The Committee's
four nominees are Harry Fields, a former senior executive at International
Flavors and Fragrances, Inc. and a member of that company's Board, Anthony
T. Kronman, Dean of Yale Law School, Vincent Tese, Chairman of Wireless
Cable International Inc. and a former Chairman and Chief Executive Officer
of New York State's Urban Development Corporation, and Gerald Tsai, Jr., a
member of a number of corporate boards and former Chairman and Chief
Executive Officer of Primerica Corporation.
The minority directors were elected following a successful proxy
contest at Hercules' 2001 Annual Meeting and have served on the Hercules
Board since that time. The Committee's four nominees, if elected, together
with the minority directors, will constitute a majority of the Hercules
Board which is currently composed of thirteen members.
The date of the 2003 Annual Meeting has not yet been announced by
Hercules, but the Committee, in a letter today to Dr. Joyce, has asked that
the Board schedule a meeting at the "earliest practicable time ... so that
we can put this behind us and determine a future direction for the Company
without unnecessary delay."
ISP is the second largest shareholder of Hercules, owning almost 9.9
million shares (approximately 9.1%) of Hercules common stock, having been a
Hercules shareholder for the last two and one-half years.
* * * * * * * * * * *
ISP, Samuel J. Heyman, Raymond S. Troubh, Sunil Kumar, Gloria
Schaffer, Harry Fields, Anthony T. Kronman, Vincent Tese and Gerald Tsai
and certain other persons may be deemed participants in the solicitation of
proxies from the shareholders of Hercules Incorporated ("Hercules") in
connection with Hercules' 2003 Annual Meeting of Shareholders. Information
concerning such participants is available in the Hercules Shareholders'
Committee for New Management's (the "Committee") preliminary proxy
statement on Schedule 14A (the "Preliminary Proxy Statement") filed by the
Committee with the Securities and Exchange Commission (the "SEC") on March
20, 2003.
SHAREHOLDERS OF HERCULES ARE ADVISED TO READ THE COMMITTEE'S
DEFINITIVE PROXY STATEMENT (THE "DEFINITIVE PROXY STATEMENT") IN CONNECTION
WITH THE COMMITTEE'S SOLICITATION OF PROXIES FROM HERCULES SHAREHOLDERS
WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
Shareholders of Hercules and other interested parties may obtain, free of
charge, copies of the Preliminary Proxy Statement and the Definitive Proxy
Statement (when available) and any other documents filed by the Committee
with the SEC, at the SEC's Internet website at www.sec.gov. The Preliminary
Proxy Statement and the Definitive Proxy Statement (when available) and
these other documents may also be obtained free of charge by contacting
Georgeson Shareholder Communications Inc., the firm assisting the Committee
in the solicitation of proxies, toll-free at 1-866-288-2190.