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
[x] Definitive Additional Materials
[ ] 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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[The following communication was sent on June 26, 2003 to Hercules employees.]
Informational Update on Issues Arising from the Proxy Contest
June 26, 2003
In connection with the ongoing proxy contest, I understand that employees and
retirees have been receiving phone calls and correspondence from representatives
of the opposition that may raise questions about the status of Hercules' pension
plan.
The purpose of this communication is to reassure you that the Company is
committed to maintaining the viability of the pension plan for employees and
retirees, as evidenced by the $97 million contribution we made to our pension
funds in 2002. We will further improve pension funding by contributing
approximately $40 million each year over the next six or seven years. Although
we are not legally required to make contributions at this time, we think it is
both morally right and prudent business practice.
As I have discussed in town hall meetings and in previous letters to employees,
and as we state in our definitive proxy statement, Hercules' pension plans, like
many other public company pension plans, experienced a drop in pension plan
reserves due to a three-year decline in equity markets combined with interest
rates at 40-year lows. Prior to that, our pension plan was self-funding and had
a surplus from 1986 through 2001.
Our pension asset allocation is consistent with that of the vast majority of
U.S. corporations and, in fact, our U.S. pension fund outperformed the benchmark
for such portfolios over the 1, 2, 3, 5 and 10 year periods ended December 31,
2002.
Please be assured that paying our employees and retirees the pension to which
they are entitled is a top priority and commitment for me.
On another topic, we have heard that there is confusion among employees who own
shares of the Company over this year's proxy cards. Please note that, unlike
previous years, this year's Hercules proxy card is GOLD, while the opponent's
card is WHITE. Therefore, if you vote on a GOLD proxy card, you will vote for
Hercules' nominees; if you vote on a WHITE proxy card, you will vote for the
opponent's nominees.
I hope this clears up any confusion on these issues.
I am heartened by and thank you for the letters and calls I have received
expressing your support.
/s/ William H. Joyce
Chairman and CEO