UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 14A
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HERCULES INCORPORATED
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HERCULES SPECIAL COMMITTEE ANNOUNCES SUPPORT FOR FUTURE BY-LAW AMENDMENT
WILMINGTON, DE, JUNE 26, 2003 - Hercules Incorporated (NYSE: HPC) today
announced that the Special Committee of the Company's Board of Directors has
determined that, promptly following the announcement of the certified results of
the current proxy contest, the members of the Special Committee will propose and
vote in favor of amending the Company's by-laws to provide that directors be
elected by plurality vote.
Under the Company's current by-laws, in order to be elected at the 2003 annual
meeting, scheduled for July 25, 2003, directors must receive a majority vote of
all issued and outstanding shares of Hercules common stock entitled to vote at
the meeting. The Special Committee believes that this by-law provision is
appropriate under the current circumstances -- where control of the Board and
the Company is at stake (and no control premium or other consideration is being
paid to shareholders) -- because it ensures that there will not be a change of
control without the support of a majority of the equity of the Company. This
same vote requirement -- a majority of the outstanding shares -- is the standard
under Delaware law in connection with mergers and other change-of-control
transactions, charter amendments, and other non-ordinary course events. The
by-law provision has been in place for more than 15 years and none of the
Company's current directors were members of the Board when it was adopted.
Following the proxy contest, and the action proposed to be taken by the current
members of the Special Committee, the Company's by-laws would be amended to
provide that a plurality of the vote cast will be sufficient to elect Hercules
directors.
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Hercules manufactures and markets chemical specialties globally for making a
variety of products for home, office and industrial markets. For more
information, visit the Hercules website at www.herc.com.
Media Contact: John S. Riley (302) 594-6025
Investor Contact: Allen A. Spizzo (302) 594-6491