UNITED STATES
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SCHEDULE 14A
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Hercules Incorporated
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(Name of Registrant as Specified In Its Charter)
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On March 27, 2001, Hercules Incorporated issued the following press release:
HERCULES CHAIRMAN ADDRESSES
EMPLOYEE CLUBS IN WILMINGTON
WILMINGTON, DE, MARCH 27, 2001 ... Thomas L. Gossage chairman and chief
executive officer of Hercules Incorporated (NYSE: HPC) this morning addressed a
group of 700 company employees and retirees. He spoke at the invitation of the
employee clubs in Wilmington following their annual awards ceremony.
Excerpts from Mr. Gossage's remarks are available on the Hercules web site at
www.herc.com/shareholderinfo/3Bakers.htm.
# # #
Hercules manufactures chemical specialties used in making a variety of products
for home, office and industrial markets. For more information, visit the
Hercules website at www.herc.com.
Hercules filed a preliminary proxy statement with the United States Securities
and Exchange Commission on March 12, 2001, as amended on March 16, 2001 and
March 26, 2001, in connection with its 2001 annual meeting of shareholders.
Information regarding the identity of the persons who may, under SEC rules, be
deemed to be participants in the solicitation of Hercules shareholders for the
2001 annual meeting, and their interests in the solicitations, are set forth in
the preliminary proxy statement. Hercules will be filing a definitive proxy
statement and other relevant documents. WE URGE INVESTORS TO READ THE DEFINITIVE
PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Security holders may obtain a
free copy of the proxy statement and other related documents filed by Hercules
at the Commission's website at WWW.SEC.GOV or at the Commission's public
reference room located at 450 Fifth Street, NW, Washington D.C 20549 or at one
of the Commission's other public reference rooms in New York, New York and
Chicago, Illinois. Please call the Commission at 1-800-SEC-0330 for further
information of the public reference rooms. When available, the definitive proxy
statement/prospectus and the other documents may also be obtained from Hercules
by contacting Hercules Incorporated, Attention: Allen Spizzo, Hercules Plaza,
1313 North Market Street, Wilmington, DE 19894-0001.
Mr. Gossage's remarks, as they appear on Hercules Incorporated's website,
follow:
HERCULES EMPLOYEE CLUBS ANNUAL INVITATION EVENT RECOGNITION AWARDS
WILMINGTON, DE
TUESDAY, MARCH 27, 2001
EXCERPTS FROM THOMAS L. GOSSAGE'S REMARKS
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The Eastman transaction is on target to close within the next several weeks. We
are delayed slightly by a regulatory hurdle in Europe. I am pleased we were able
to move forward on this transaction. I believe it will benefit both companies,
as well as our people in Resins.
We are also continuing with plans to divest other components of our Resins
business. We are in the final negotiation stages for Peroxys and expect to sign
on this divestiture soon, with closing to occur during the next few months.
We are currently talking to prospective buyers and making management
presentations regarding our Brunswick operations. That process should continue
to unfold throughout the second quarter.
We are actively reevaluating and assessing all possibilities for the future of
FiberVisions.
As regards the overall strategic course we initiated in November, that process
continues.
In November, I expressed my belief that joining with another company is the best
path for Hercules, one that would provide maximum value and opportunities for
our employees, for our customers and for our shareholders - all our
shareholders.
I still believe that. In the long-term, size is critical to remain profitable
and competitive in the chemical industry. I remain committed to that decision -
that a sale or merger best fulfills our Company's interests.
We are moving through critical stages of discussions with third parties who are
interested in either parts or all our businesses. Due to the sensitive nature of
this process we must exercise caution in releasing information prematurely.
Let me remind you, as I said when earlier negotiations fell through with Eastman
... there is always a possibility that we will encounter some bumps and
surprises as we go forward. Delays happen and as in the case with Eastman, that
can be costly. More important, as with Resins and FiberVisions, we will not go
forward unless we receive fair value. In the event that we are unable to
conclude the sale or merger of Hercules in a reasonable timeframe ... we will
discontinue the process.
# # #
The foregoing remarks contain forward-looking statements, as defined in the
Private Securities Litigation Reform Act of 1995, reflecting management's
current analysis and expectations, based on reasonable assumptions. Because
these forward-looking statements are subject to risks and uncertainties, actual
results could differ materially from those expressed in or implied by the
statements. Many of these risks and uncertainties relate to factors such as
business climate, economic and competitive uncertainties, higher manufacturing
costs, including raw material costs, reduced level of customer orders, changes
in strategies, failure to complete transactions, risks in developing new
products and technologies, environmental and safety regulations and clean-up
costs, foreign exchange rates, adverse legal and regulatory developments,
adverse changes in economic and political climates around the world and other
risk factors detailed in Hercules' reports filed with the Securities and
Exchange Commission. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this document.
This paragraph is included to provide safe harbor for forward-looking
statements, which are not required to be publicly revised or updated as
circumstances change.
Hercules filed a preliminary proxy statement with the United States Securities
and Exchange Commission on March 12, 2001, as amended on March 16, 2001 and
March 26, 2001, in connection with its 2001 annual meeting of shareholders.
Information regarding the identity of the persons who may, under SEC rules, be
deemed to be participants in the solicitation of Hercules shareholders for the
2001 annual meeting, and their interests in the solicitations, are set forth in
the preliminary proxy statement. Hercules will be filing a definitive proxy
statement and other relevant documents. WE URGE INVESTORS TO READ THE DEFINITIVE
PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Security holders may obtain a
free copy of the proxy statement and other related documents filed by Hercules
at the Commission's website at WWW.SEC.GOV or at the Commission's public
reference room located at 450 Fifth Street, NW, Washington D.C 20549 or at one
of the Commission's other public reference rooms in New York, New York and
Chicago, Illinois. Please call the Commission at 1-800-SEC-0330 for further
information of the public reference rooms. When available, the definitive proxy
statement/prospectus and the other documents may also be obtained from Hercules
by contacting Hercules Incorporated, Attention: Allen Spizzo, Hercules Plaza,
1313 North Market Street, Wilmington, DE 19894-0001.