UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
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
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(Name of Registrant as Specified In Its Charter)
N/A
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(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)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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 determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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INFORMATION CONCERNING PERSONS WHO MAY BE DEEMED PARTICIPANTS IN
THE SOLICITATION OF PROXIES BY HERCULES INCORPORATED
IN CONNECTION WITH THE 2003 ANNUAL MEETING
The following table sets forth the name, principal business address and
the present principal occupation or employment, and the name, principal business
and address of any corporation or other organization in which their employment
is carried on, of the directors, officers and employees of the Company who,
under SEC rules, may be deemed "participants" in the Company's solicitation of
proxies from its shareholders in connection with the 2003 Annual Meeting.
DIRECTORS
The principal occupations of the Company's directors who may be deemed
participants in the Company's solicitation are set forth in Part III of the
Company's annual report on Form10-K for the fiscal year ended December 31, 2002,
as amended (the "Form 10-K"). The name and business addresses of the
organizations of employment of the Company's directors are as follows:
NAME ADDRESS
---- -------
William H. Joyce *
Richard Fairbanks Center for Strategic & International Studies
Suite 400
1800 K Street, N.W.
Washington, DC 20006-2202
Alan R. Hirsig *
Edith E. Holiday *
John C. Hunter, III Solutia, Inc.
P.O. Box 66760
St. Louis, MO 63166-6760
Robert D. Kennedy 19 Lore's Plaza
New Milford, CT 06776
Jeffrey M. Lipton NOVA Chemicals
1550 Coraopolis Heights Rd
Moon, PA 15108
Peter McCausland Airgas, Inc.
PO Box 6675
Radnor, PA 19087-8675
Joe B. Wyatt Vanderbilt University
2525 West End Avenue, Suite 1430
Nashville, TN 37203
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* c/o Hercules Incorporated, 1313 N. Market Street, Wilmington, DE 19894-0001.
OFFICERS AND EMPLOYEES
The principal occupations of the Company's executive officers, other
officers and employees who may be deemed "participants" in the Company's
solicitation of proxies are set forth below. Unless otherwise indicated, the
principal occupation refers to such person's position with the Company, and the
business address is Hercules Incorporated, Hercules Plaza, 1313 North Market
Street, Wilmington, DE 19894-0001.
NAME PRINCIPAL OCCUPATION
---- --------------------
William H. Joyce Chairman and CEO
Fred G. Aanonsen Vice President and Controller
Edward V. Carrington Vice President, Human Resources
Richard G. Dahlen Chief Legal Officer
Robert C. Flexon Vice President, Work Processes and Corporate
Resources and Development
Israel J. Floyd Corporate Secretary and General Counsel
Stuart C. Shears Vice President and Treasurer
Brian L. Pahl Vice President, Hercules Incorporated and
President, Pulp and Paper Division
John Riley Director, Public Affairs
Craig A. Rogerson Vice President, Global Procurement and President,
FiberVisions and Pinova
Allen A. Spizzo Vice President, Corporate Affairs, Strategic
Planning & Corporate Development
John Televantos Vice President, Hercules Incorporated and President,
Aqualon Division
INFORMATION REGARDING OWNERSHIP OF THE COMPANY'S SECURITIES BY
PARTICIPANTS
None of the persons listed above under "Directors" and "Officers and
Employees" owns any of the Company's securities of record but not beneficially.
The number of shares of common stock of the Company held by directors and the
named executive officers as of April 30, 2003, is set forth in the "Beneficial
Ownership of Common Stock" section of the Form 10-K. The number of shares of
common stock of the Company held by the other officers and employees listed
above under "Officers and Employees" as of April 30, 2003 is set forth below.
(The information includes shares that may be acquired by the exercise of stock
options within 60 days of such date.)
NAME SHARE OWNERSHIP*
---- ----------------
Edward V. Carrington 76,840
Israel J. Floyd 228,465
Brian L. Pahl 162,704
John Riley 11,290
Stuart C. Shears 114,086
Allen A. Spizzo 105,606
John Y. Televantos 106,396
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* Includes shares, as of April 30, 2003, in the Savings and Investments Plans
as follows: E. V. Carrington, 1,202; I. J. Floyd, 2,546; B. L. Pahl, 4,251;
S. C. Shears, 2,318; A. A. Spizzo, 2,331; and J. Y. Televantos, 789.
Includes shares, as of the same date, with restrictions and forfeiture risks
as specified under the Long-Term Incentive Compensation Plan: E.V.
Carrington, 41,438; I. J. Floyd, 48,000; B. L. Pahl, 69,598; J. Riley,
2,795; S. C. Shears, 37,231; A. A. Spizzo, 45,626; and J. Y. Televantos,
51,607.
INFORMATION REGARDING TRANSACTIONS IN THE COMPANY'S SECURITIES BY
PARTICIPANTS
The following table sets forth purchases and sales during the past two
years of shares of common stock of the Company by the persons listed above under
"Directors" and "Officers and Employees." Unless otherwise indicated, all
transactions were in the public market and none of the purchase price or market
value of those shares is represented by funds borrowed or otherwise obtained for
the purpose of acquiring or holding such securities. To the extent that any part
of the purchase price or market value of any of those shares is represented by
funds borrowed or otherwise obtained for the purpose of acquiring or holding
such securities, the amount of the indebtedness as of the latest practicable
date is set forth below. If those funds were borrowed or obtained otherwise than
pursuant to a margin account or bank loan in the regular course of business of a
bank, broker or dealer, a description of the transaction and the parties is set
forth below.
NUMBER OF
SHARES OF
COMMON STOCK
PURCHASED
NAME DATE OR SOLD NOTE
---- ---- ------- ----
DIRECTORS
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W. H. Joyce 2/21/2002 24,509 1
2/21/2003 131,821 1
R. Fairbanks 2/15/2001 3,457 2
2/5/2002 5,514 2
12/13/2002 978 3
2/18/2003 4,889 2
A. R. Hirsig 12/13/2002 978 3
E. E. Holiday 12/13/2002 978 3
R. D. Kennedy 10/29/2001 1,100 5
8/13/2002 750 4
8/13/2002 1,500 4
12/13/2002 978 3
J. M. Lipton 8/23/2001 1,100 5
2/5/2002 6,039 2
2/14/2002 750 4
2/14/2002 1,500 4
12/13/2002 978 3
1/1/2003 1,313 6
2/18/2003 4,889 2
P. McCausland 2/15/2001 3,542 2
2/5/2002 5,908 2
12/13/2002 978 3
1/1/2003 1,707 6
2/18/2003 5,033 2
J. B. Wyatt 8/23/2001 1,100 5
2/5/2002 2,100 2
2/21/2002 750 4
2/21/2002 1,500 4
12/13/2002 978 3
2/18/2003 2,660 2
OFFICERS
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F. G. Aanonsen 2/21/2002 1,881 1
2/21/2003 17,009 1
4/24/2003 26,000 1
E. V. Carrington 2/21/2002 4,555 1
2/21/2003 14,883 1
4/24/2003 22,000 1
R. G. Dahlen 2/21/2002 3,713 1
2/21/2003 15,450 1
4/24/2003 35,000 1
R. C. Flexon 2/21/2002 4,971 1
2/21/2003 18,456 1
4/24/2003 26,000 1
I. J. Floyd 2/15/2001 196 8
4/26/2001 4,500 7
4/2/2002 948 8
4/2/2002 249 8
4/24/2003 10,000 1
B. L. Pahl 2/15/2001 104 8
2/21/2002 4,554 1
4/2/2002 69 8
2/21/2003 27,044 1
4/24/2003 38,000 1
J. Riley 2/21/2002 555 1
2/21/2003 2,240 1
C. A. Rogerson 2/21/2002 6,956 1
2/21/2003 20,794 1
4/24/2003 38,000 1
S. C. Shears 2/15/2001 190 8
2/21/2002 2,970 1
2/21/2003 10,261 1
4/24/2003 20,000 1
A. A. Spizzo 2/15/2001 93 8
2/21/2002 5,169 1
4/2/2002 263 8
2/21/2003 14,457 1
4/24/2003 26,000 1
J. Y. Televantos 2/21/2003 13,607 1
4/24/2003 38,000 1
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(1) Acquisition of restricted shares pursuant to the Company's Long Term
Incentive Compensation Plan.
(2) Acquisition of restricted shares pursuant to the Company's Non-Employee
Director Stock Accumulation Plan (the "NEDSAP").
(3) Acquisition of restricted stock units pursuant to December 12, 2002 Board
resolutions.
(4) Acquisition of shares pursuant to the Non-Employee Director Stock Bonus
Program.
(5) Acquisition of Retirement Restricted Stock Units pursuant to NEDSAP.
(6) Forfeiture of shares pursuant to NEDSAP.
(7) Stock option exercise.
(8) Surrender of shares to pay withholding tax on restricted shares whose
restrictions lapsed.
MISCELLANEOUS INFORMATION CONCERNING PARTICIPANTS
Except as described herein or in the Form 10-K, to the best of the
Company's knowledge, no person listed above under "Directors" and "Officers and
Employees" or any of his or her "associates" beneficially owns (within the
meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended),
directly or indirectly, any shares or other securities of Hercules or any of its
subsidiaries. Furthermore, except as described herein or in the Form 10-K, to
the best of the Company's knowledge, no such person or any of his or her
affiliates or associates is either a party to any transaction or series of
similar transactions since December 31, 2001, or any currently proposed
transaction or series of similar transactions, (i) to which the Company or any
of its subsidiaries was or is to be a party, (ii) in which the amount involved
exceeds $60,000, and (iii) in which such person, affiliate or associate had or
will have, a direct or indirect material interest.
To the best of the Company's knowledge, except as described herein or in
the Form 10-K, no person listed above under "Directors" and "Officers and
Employees" or any of his or her associates has entered into any arrangement or
understanding with any person with respect to (i) any future employment with the
Company or its affiliates, or (ii) any future transactions to which the Company
or any of its affiliates will or may be a party. Except as described herein or
in the Form 10-K, to the best of the Company's knowledge, there are no
contracts, arrangements or understandings by any of the persons listed under
"Directors" and "Officers and Employees" within the past year with any person
with respect to any of the Company's securities, including, but not limited to,
joint ventures, loan or option arrangements, puts or calls, guarantees against
loss or guarantees of profit, division of losses or profits, or the giving or
withholding of proxies. Except as described herein or in the Form 10-K, to the
best of the Company'sknowledge, no persons listed under "Directors" and
"Officers and Employees" has any substantial interest, direct or indirect, by
security holdings or otherwise, in any matter to be acted upon at the 2003
Annual Meeting of Hercules shareholders (and no other person who is a party to
an arrangement or understanding pursuant to which a nominee for election as
director is proposed to be elected, has any such interest).
* * * *
Hercules plans to file a proxy statement with the Securities and Exchange
Commission in connection with its 2003 annual meeting of shareholders. WE URGE
INVESTORS TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT
HERCULES WILL FILE WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Security holders will be able to obtain a free copy of the proxy statement and
other related documents filed by Hercules at the SEC's website at www.sec.gov.
When available, Hercules' proxy statement and other related documents may also
be obtained from Hercules free of charge by contacting Helen Calhoun, Hercules
Incorporated, Hercules Plaza, 1313 North Market Street, Wilmington, DE
19894-0001, Tel (302) 594-5129.