AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 2003
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
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Filed by a Party other than the Registrant |X|
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[_] Preliminary Proxy Statement
[_] Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
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|X| Soliciting Material Pursuant to Rule 14a-12
HERCULES INCORPORATED
(Name of Registrant as Specified in Its Charter)
Hercules Shareholders' Committee for NEW Management
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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THE HERCULES SHAREHOLDERS' COMMITTEE FOR NEW MANAGEMENT
17 State Street, New York, NY 10004
April 29, 2003
Fellow Hercules Shareholders:
As a follow-up to our April 8th letter, this is to inform you that the
Hercules Board, at a meeting just last week, again refused to schedule the
Company's 2003 Annual Meeting.
You should know that the Board, at the same meeting and over the
objection of our minority directors, took the outrageous action to authorize a
grant of 750,000 restricted shares of Hercules stock to 137 Company executives
-- which grant will fully vest in the event that you elect the Committee's
nominees at this year's Annual Meeting! The Board's action was taken in
connection with a provision, never disclosed to shareholders, defining a "change
in control" to include a shift in the composition of a majority of directors as
a result of a proxy contest.
In addition to the 750,000 share grant, the Board's Compensation
Committee proposed that Dr. Joyce be given a grant of 211,000-500,000 restricted
shares (depending upon the price of Hercules stock at the time of the "change in
control") with the same vesting provision. Assuming the Company's current stock
price of $9.93 per share, as of the close of business on April 28, Dr. Joyce
would receive 300,000 shares - at a cost to the Company of almost $3 million.
Based upon a schedule where the amount of the grant increases with the price of
Hercules stock, should the Hercules stock price, by way of illustration, exceed
$12 per share at the time of a "change in control," Dr. Joyce would receive
500,000 shares -- worth more than $6 million.
You should know that in discussions with the Compensation Committee prior
to the Board meeting, Dr. Joyce had insisted on an even larger grant than the
one the Committee proposed. Only after the objection of our minority directors
and the acknowledgement by one of the majority directors that the proposed
course of action would not "read well on the front page of The Wall Street
Journal," did the Board decide to defer action on Dr. Joyce's grant until a
telephonic Board meeting to be scheduled shortly.
These grants, intentionally chosen rather than options because the Board
could not, it was acknowledged, deliver equivalent value in stock options
without securing further shareholder authorization, could well cost the Company
more than $10 million.
While we regret that we are not in a position to report more constructive
developments, our Committee remains determined, with your support, to replace
Dr. Joyce and the majority director-nominees at the earliest possible time.
Sincerely,
THE HERCULES SHAREHOLDERS' COMMITTEE FOR NEW MANAGEMENT
/s/ Samuel J. Heyman /s/ Harry Fields
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Samuel J. Heyman Harry Fields
/s/ Gloria Schaffer /s/ Vincent Tese
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Gloria Schaffer Vincent Tese
/s/ Anthony T. Kronman /s/ Sunil Kumar
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Anthony T. Kronman Sunil Kumar
/s/ Raymond S. Troubh /s/ Gerald Tsai, Jr.
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Raymond S. Troubh Gerald Tsai, Jr.
International Specialty Products Inc., Samuel J. Heyman, Raymond S. Troubh,
Sunil Kumar, Gloria Schaffer, Harry Fields, Anthony T. Kronman, Vincent Tese and
Gerald Tsai, Jr. and certain other persons may be deemed participants in the
solicitation of proxies from the shareholders of Hercules Incorporated
("Hercules") in connection with Hercules' 2003 Annual Meeting of Shareholders.
Information concerning such participants is available in the Hercules
Shareholders' Committee for NEW Management's (the "Committee") revised
preliminary proxy statement on Schedule 14A (the "Preliminary Proxy Statement")
filed by the Committee with the Securities and Exchange Commission (the "SEC")
on April 16, 2003.
SHAREHOLDERS OF HERCULES ARE ADVISED TO READ THE COMMITTEE'S DEFINITIVE PROXY
STATEMENT (THE "DEFINITIVE PROXY STATEMENT") IN CONNECTION WITH THE COMMITTEE'S
SOLICITATION OF PROXIES FROM HERCULES SHAREHOLDERS WHEN IT BECOMES AVAILABLE,
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Shareholders of Hercules and
other interested parties may obtain, free of charge, copies of the Preliminary
Proxy Statement and the Definitive Proxy Statement (when available) and any
other documents filed by the Committee with the SEC, at the SEC's Internet
website at www.sec.gov. The Preliminary Proxy Statement and the Definitive Proxy
Statement (when available) and these other documents may also be obtained free
of charge by contacting Georgeson Shareholder Communications Inc., the firm
assisting the Committee in the solicitation of proxies, toll-free at
1-866-288-2190.