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)
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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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[The following material was mailed to Hercules shareholders on June 11, 2003:]
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HERCULES' BOARD OF DIRECTORS' PROXY CARD WILL BE
GOLD THIS YEAR.
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WE URGE YOU NOT TO SIGN OR RETURN ANY OF SAM
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HEYMAN'S AND HIS HERCULES SHAREHOLDERS'
COMMITTEE FOR NEW MANAGEMENT WHITE CARDS UNTIL
YOU HAVE REVIEWED HERCULES' PROXY MATERIALS.
WE EXPECT TO MAIL OUR PROXY MATERIALS, INCLUDING
THE GOLD PROXY CARD, WITHIN THE NEXT FEW WEEKS.
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Hercules filed a preliminary proxy statement with the Securities and Exchange
Commission on June 3, 2003, as amended on June 10, 2003, in connection with its
2003 annual meeting of shareholders. Information regarding the identity of the
persons who may, under SEC rules, be deemed to be participants in the
solicitation by Hercules of its shareholders for the 2003 annual meeting, and
the participants' interests in the solicitation, 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 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, the
definitive 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.
* * * * *
[William H. Joyce, Hercules Incorporated Letterhead]
June 10, 2003
Dear Shareholder,
We have filed our preliminary proxy statement with the SEC and wanted you
to have a copy. We expect to mail our definitive proxy statement, together with
our gold proxy card, by month end. As stated in the preliminary proxy statement,
we will hold our annual meeting on Friday, July 25, 2003.
Also, enclosed is a letter that highlights a key difference between reality
and Sam Heyman's rhetoric. I ask that you consider the facts as we proceed
through this proxy contest. If you have any questions, please feel free to call
me or Allen Spizzo at (302) 594-6491.
Thank you for your continued support.
Sincerely,
/s/ William H. Joyce
William H. Joyce
Chairman and CEO
Hercules filed a preliminary proxy statement with the Securities and
Exchange Commission on June 3, 2003, as amended on June 10, 2003, in connection
with its 2003 annual meeting of shareholders. Information regarding the identity
of the persons who may, under SEC rules, be deemed to be participants in the
solicitation by Hercules of its shareholders for the 2003 annual meeting, and
the participants' interests in the solicitation, 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 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, the
definitive 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.