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
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14a-6(e)(2))
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HERCULES INCORPORATED
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[HERCULES LOGO]
ISS RECOMMENDS SHAREHOLDERS VOTE FOR
HERCULES' DIRECTOR NOMINEES
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WILMINGTON, DE, JULY 9, 2003 - Hercules Incorporated (NYSE: HPC) announced
today that Institutional Shareholder Services (ISS) has recommended that
Hercules shareholders vote to elect Hercules' director nominees to the Company's
Board of Directors at its Annual Meeting of Shareholders to be held on July 25,
2003.
ISS, a leading provider of proxy advisory services to institutional
investors, mutual funds, and other fiduciaries, included the following comments
in its report:
"Hercules has made progress since the 2001 proxy fight. The company's
balance sheet has been significantly deleveraged, there are no liquidity
concerns, and the operating results have improved in 2002 and first
quarter 2003, mainly helped by the cost savings achieved."
"Given the prevalent difficult conditions and liquidity concerns, ISS
believes that the company was justified in selling BetzDearborn water
treatment chemicals business, which enabled Hercules to significantly
de-leverage its balance sheet."
"ISS believes that dissidents have not met the burden of proof in terms of
a coherent transition plan and strategy to warrant control of the board,
especially given the company's improved operating performance.
Accordingly, we recommend a vote FOR the management nominees."
Dr. William H. Joyce, Chairman and Chief Executive Officer of Hercules,
stated, "We are very pleased that ISS, a highly respected independent advisor,
has come out in support of our director nominees. We agree with ISS that
Hercules shareholders should not turn over control of the Board to Sam Heyman.
We are proud of the great progress the people of Hercules have made in turning
the Company around over the past two years. The ISS recommendation underscores
our strong belief that we have the right strategy and management team to
continue to deliver improved results and increase shareholder value."
According to ISS, Hercules' corporate governance ranks higher than more
than 99% of the companies in the S&P 500 Index. Based in Rockville, Maryland,
ISS serves more than 950 institutional and corporate clients worldwide with its
core business - analyzing proxies and issuing informed research and objective
vote recommendations for more than 10,000 U.S. and 12,000 non-U.S. shareholder
meetings each year.
Hercules urges shareholders to sign, date and return the GOLD Hercules
proxy card voting FOR Hercules' director nominees. Shareholders with questions
or in need of assistance in voting their shares should contact Hercules' proxy
solicitor, MacKenzie Partners, Inc., toll free at (800) 322-2885 or collect at
(212) 929-5500 or via email at proxy@mackenziepartners.com.
# # #
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.
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This news release includes forward-looking statements, as defined in the Private
Securities Litigation Reform Act of 1995, reflecting management's current
analysis and expectations, based on what management believes to be reasonable
assumptions. Forward-looking statements may involve known and unknown risks,
uncertainties and other factors, which may cause the actual results to differ
materially from those projected, stated or implied, depending on such factors
as: ability to generate cash, ability to raise capital, ability to refinance,
the result of the pursuit of strategic alternatives, ability to execute work
process redesign and reduce costs, business climate, business performance,
economic and competitive uncertainties, higher manufacturing costs, reduced
level of customer orders, changes in strategies, risks in developing new
products and technologies, environmental and safety regulations and clean-up
costs, foreign exchange rates, the impact of changes in the value of pension
fund assets and liabilities, changes in generally accepted accounting
principles, adverse legal and regulatory developments, including increases in
the number or financial exposures of claims, lawsuits, settlements or judgments,
or the inability to eliminate or reduce such financial exposures by collecting
indemnity payments from insurers, the impact of increased accruals and reserves
for such exposures, and adverse changes in economic and political climates
around the world, including terrorist activities and international hostilities.
Accordingly, there can be no assurance that the Company will meet future
results, performance or achievements expressed or implied by such
forward-looking statements. As appropriate, additional factors are contained in
other reports filed by the Company with the Securities and Exchange Commission.
This paragraph is included to provide safe harbor for forward-looking
statements, which are not generally required to be publicly revised as
circumstances change, and which the Company does not intend to update.
MEDIA CONTACT: INVESTOR CONTACT:
John Riley Allen A. Spizzo
jriley@herc.com aspizzo@herc.com
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(302) 594-6025 (302) 594-6491
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