UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Hercules Incorporated
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(Name of Registrant as Specified In Its Charter)
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On April 2, 2001, Hercules Incorporated issued the following press release:
HERCULES FILES EXTENSION FOR FORM 10-K;
ANNUAL MEETING RESCHEDULED TO MAY 24, 2001
WILMINGTON, De, April 2, 2001 -- Hercules Incorporated (NYSE: HPC) announced
today that it has filed with the Securities and Exchange Commission for an
automatic extension of 15 calendar days to file its annual report on Form 10-K.
Because of federal proxy rules which require that a company's annual report be
mailed to shareholders at least 20 calendar days before the date of the annual
meeting of shareholders, Hercules has postponed its annual meeting from April 26
to May 24, 2001. The postponement of the annual meeting requires the Company to
reset the record date for voting at the annual meeting, which will now be April
12, 2001. Hercules will file its Form 10-K by April 17, 2001.
Thomas L. Gossage, Chairman and Chief Executive Officer of Hercules, stated,
"We would have strongly preferred to hold the annual meeting on April 26, 2001,
as originally scheduled to put the meeting behind us, so that we could continue
to pursue our value maximization efforts with a minimum of disruptions from a
proxy fight. I regret we could not hold the meeting as planned."
The notice of an extension to complete and file the Form 10-K was made through a
Rule 12b-25 filing with the SEC today. In the filing, Hercules said that the
extension would give it time to comply with a financial statement requirement
which was not previously applicable to the Company. This requirement now applies
because of amendments to Hercules' credit facilities in which a significant
number of Company subsidiaries have guaranteed and pledged their assets as
security for borrowings under the credit facilities. As a result of these
guarantees and pledges, the indenture under which certain of the Company's notes
were issued requires the notes to be similarly secured. Because these notes were
publicly registered, Hercules is now required to include, in its Form 10-K,
condensed consolidating financial information in a new format for the Company
and its approximately 190 subsidiaries. Since the requirement is new for
Hercules, it is taking a significant amount of time and effort to obtain all of
this information and present it in the required format. In addition, other
information required for the satisfactory completion of the financial statements
and related audit is not currently available.
Hercules announced earlier today that it has signed definitive agreements to
sell its hydrocarbon resins and select portions of its rosins resins businesses
to Eastman Chemical Company and to sell its peroxy chemicals business to GEO
Specialty Chemicals, Inc.
# # #
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.
The foregoing statements 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 on the public reference rooms. When available, the definitive proxy
statement 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.