AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 8, 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. __)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant |X|
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
(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)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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[The following material was provided to Institutional Shareholder Services in
connection with a meeting on May 8, 2003]
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HERCULES CGQ DATA
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1. BOARD ISSUES
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ISSUE ID RATING ISSUE RESPONSE ADDITIONAL COMMENTS DATA SOURCE
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1 Board Composition The Board is comprised There are currently 13 members 2002 Proxy Statement.
of a majority of on the company's Board. Four of
"independent" outsiders. them were nominated by ISP and
elected by shareholders in
2001. Dr. William Joyce, the
company's CEO, is a member of
the Board as well as his four
handpicked directors, all of
whom have prior relationships
with him and were appointed to
the Board without initially
being elected by shareholders.
To the best of our
recollection, with the
exception of one or two
isolated instances with respect
to one or two directors, the
majority directors have never
voted against Dr. Joyce's
position.
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2 Nominating Committee The nominating committee Two of the members of the 2002 Proxy Statement; Bloomberg;
Composition is comprised solely of nominating committee have prior Board Minutes.
"independent" outside relationships with Dr. Joyce.
directors. In addition, despite being told
that committee assignments were
based on seniority, the Board
has refused to include any of
the four directors elected at
the 2001 annual meeting of
shareholders on the nominating
committee while appointing two
directors who were appointed to
the Board by the CEO after the
minority directors' election.
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3 Compensation Committee The compensation Two of the four members of the 2002 Proxy Statement; Bloomberg;
Composition committee is comprised compensation committee have Board Minutes.
solely of "independent" prior relationships with Dr.
outside directors. Joyce. Also, despite being
told that committee assignments
were based on seniority, the
Board has refused to appoint
Mr. Heyman, Mr. Kumar or Ms.
Schaffer (three minority
directors) to the audit or
compensation committees while
appointing two directors to
each of these committees who
were appointed to the Board by
the CEO after the minority
directors' election.
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4 Governance Committee The company does not 2002 Proxy Statement.
Composition have a separate
committee that oversees
governance issues.
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5 Board Structure The Board of Directors 2002 Proxy Statement.
is classified.
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6 Board Size There are currently 2002 Proxy Statement; Article 6
thirteen directors of the Charter.
serving on the Board.
The charter provides
that the Board must have
between 7 and 18 members.
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7 Cumulative Voting Shareholders do not have The company has a highly 2002 Proxy Statement; Article 2
Rights cumulative voting rights unusual bylaw election Section 2 of the Bylaws.
in director elections. provision which the Board
interprets to require a
majority vote (not a plurality
as is seen in virtually all
companies) of the outstanding
shares of common stock for the
election of directors. Despite
the insistence of the minority
directors, the Board has
refused to nullify this
provision.
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ISSUE ID RATING ISSUE RESPONSE ADDITIONAL COMMENTS DATA SOURCE
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8 Boards Served On Dr. William Joyce, the Dr. Joyce lives over 200 miles 2002 Proxy Statement.
company's CEO, serves on away from Wilmington, the city
the boards of two or in which the company has its
fewer other companies. headquarters, and he has
refused to move closer to
Wilmington.
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9 Former CEOs No former CEO of the 2002 Proxy Statement; Bloomberg.
company serves on the
Board.
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10 Chairman/CEO Separation Dr. William Joyce is Four current directors, who 2002 Proxy Statement; Bloomberg;
both the Chairman and have joined the company's Board Various Press Releases
Chief Executive Officer without shareholder approval disclosing the company's
of the company. since Dr. Joyce became CEO, earnings.
have prior ties with Dr. Joyce
and, to the best or our
recollection, have never voted
against Dr. Joyce's position. In
addition, Dr. Joyce has refused
to appoint a CFO, has been
acting as the company's CFO and
serves on the Board's Finance
Committee (and even served as
Chairman of this committee for
two meetings). We believe this
is particularly troubling given
the company's myriad of
financial problems including
the need to restructure the
company's long-term debt and
its significant pension and
asbestos exposures. Moreover,
under Dr. Joyce's leadership,
the company has taken
substantial "non-recurring"
charges in all 7 full reported
quarters since he came to the
company despite the SEC's
increasing concern about the
misuse of pro-forma earnings.
In fact, over these 7 quarters,
the company has reported $384
million in net, after tax,
"non-recurring" charges while
only recording about $78
million in "pro-forma"
earnings. Finally, it should
be noted that the company has
filed its periodic reports late
four times since the beginning
of 2001, including the first
certification required by the
Sarbanes-Oxley Act of 2002.
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11 Board Guidelines The company does not
have Board guidelines.
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12 Withhold Votes At the Company's 1991 The Rights Agreement dated
annual meeting of August 4, 2000 between the
stockholders, a majority company and Chasemellon
of stockholders voted to Shareholder Services L.L.C. and
redeem or submit the the company's 10-Q for the
Company's then existing quarter ended March 31, 1991.
rights plan to a binding
stockholder vote. Such
rights plan was
eventually redeemed by
the Board prior to its
expiration. However, in
August 2000, the Board
of Directors adopted the
Company's current rights
plan, without
shareholder approval.
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ISSUE ID RATING ISSUE RESPONSE ADDITIONAL COMMENTS DATA SOURCE
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13 Change Board Size The Charter and By-laws Charter/By-laws.
of the company do not
require stockholder
approval and the company
does not have a written
policy for
increasing/decreasing
the size of the Board.
In 2001, after the
Board's nominees had
been defeated at the
Company's 2001 annual
meeting of stockholders,
the Board of Directors,
without stockholder
approval, increased its
size by one in order to
reinstate one of the
defeated directors to
the Board.
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14 Board Attendance Two majority directors Board Minutes.
attended less than 75%
of the Board meetings
last year.
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15 Board Vacancies Any vacancies occurring All of the vacancies in the By-laws, Art II, Section 4;
on the Board of last two and a half years have Charter Article 6, Sections 1
Directors, whether by been filled with individuals and 2; Bloomberg.
death, resignation, that have prior ties with Dr.
removal or an increase Joyce. In addition, in 2001,
in the number of after the Board's nominees had
directors or otherwise been defeated at the Company's
may be filled by the 2001 annual meeting of
affirmative vote of a stockholders, the Board of
majority of the Directors, without stockholder
remaining directors, approval, increased its size by
even though less than a one in order to reinstate one
quorum. The company's of the defeated directors to
practice has been to the Board. To the best of our
fill vacancies without a recollection, Dr. Joyce's
shareholder vote handpicked directors have never
(vacancies have been voted against his position.
filled four times in the
last two and a half
years without
shareholder approval).
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16 Boards Served on - The company does not
Other than the CEO have a policy that
limits the number of
other boards that
directors may serve on.
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17 Related Party No "related party" 2002 Proxy Statement.
Transaction transactions in which
the CEO is a party have
been disclosed.
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2. AUDIT
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18 Audit Committee The audit committee does 2002 Proxy Statement.
Composition not include insiders or
affiliated outsiders.
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ISSUE ID RATING ISSUE RESPONSE ADDITIONAL COMMENTS DATA SOURCE
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19 Audit Fees For 2002, the total fees The company's relationship with 2001 Proxy Statement; 2002 Proxy
paid by the company to its auditor in 2002 is Statement; Information provided
its auditor was $21.1 consistent with the company's by management to the Board.
million. Of this pattern of engaging its
amount, the fees paid by "independent" auditor for
the company for non-audit services. In
recurring audit related particular, in 2000, the
services was $3.1 company paid $2.1 million in
million (an additional audit fees and $8.6 million in
$1.8 million was paid non-audit fees to its
for tax compliance accounting firm and, in 2001,
services) while the the company paid $2 million in
company's auditor was audit fees and $8.7 million in
paid $9.9 million in non-audit fees to its
fees for non-audit accounting firm (although it
related services. (It should be noted that an
should be noted that in additional $8.2 million was
addition to the fees billed by the company's
described above, $6.3 accountants in 2001 for audit
million in fees were and other services rendered in
paid in 2002 for audit 2000 and 2001 in connection
related services with the company's amendment of
provided in connection its credit facilities). In
with one-time events addition, the total fees paid
including the company's by the company to its auditor
sale of its in both 2001 ($18.9 million)
Betz-Dearborn business and 2002 ($21.1 million) was
and its amendment of its greater than any company in the
credit facilities.) S&P 500 Chemicals Index other
than DuPont, which is more than
10 times the size of Hercules.
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20 Auditor Rotation The company does not
have a policy of
rotating auditing firms.
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21 Audit Ratification The company's selection 2002 Proxy Statement.
of an independent
accounting firm was put
up for shareholder
ratification last year.
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3. CHARTER AND BYLAWS
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22 Poison Pills Adoption The company has a poison The poison pill was adopted The Rights Agreement dated
pill in place that was less than two weeks after ISP August 4, 2000 between the
not approved by publicly reported acquiring company and Chasemellon
shareholders. 9.9% of the company's shares. Shareholder Services L.L.C. and
This poison pill was then used the company's 10-Q for the
to deny the company's quarter ended March 31, 1991.
shareholders the right to
consider a proposal by ISP to
acquire an additional 25
million shares for $17.50 per
share in cash - thereby costing
the company's shareholders $185
million (based on recent market
prices). Thereafter, even
after ISP responded to the
company's stated concern by
offering a standstill agreement
that would prevent it from ever
acquiring control of the
company, the Board refused to
amend the poison pill to
increase the trigger to 15%.
In fact, Dr. Joyce indicated
that he would only consider a
change in the threshold if ISP
would agree not to contest his
reelection, which ISP obviously
rejected. Finally, it should
be noted that this poison pill
was adopted by the Board,
without a shareholder vote,
despite the fact that, in 1991,
a non-binding proposal to
redeem the company's
then-existing poison pill, or
submit it to a shareholder
vote, was approved by
shareholders.
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23 Poison Pill Features The company's poison The Rights Agreement dated
- Sunset Provision pill does not contain a August 4, 2000 between the
sunset provision (a company and Chasemellon
provision requiring Shareholder Services L.L.C.
reapproval of the plan
at least every three
years).
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Page 4 of 10
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ISSUE ID RATING ISSUE RESPONSE ADDITIONAL COMMENTS DATA SOURCE
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24 Poison Pill Features The poison pill does not The Rights Agreement dated
- Qualified Offer contain a qualified August 4, 2000 between the
Clause Provision offer clause. company and Chasemellon
Shareholder Services L.L.C.
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25 Poison Pill Features The poison pill contains According to an Investor The Rights Agreement dated
- Trigger Provision a trigger provision of Responsibility Research Center August 4, 2000 between the
10%. study of more than 2,000 company and Chasemellon
companies with poison pills, Shareholder Services L.L.C.;
only 6% have 10% triggers. IRRC Governance Research
Service, Report on Poison Pills,
dated February 2003
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26 Amendment to the In order to amend, alter Charter, Art. 6, Sec I, 5 and 6
Charter / Bylaws or repeal certain and Charter, Art. 9, Sec VI.
provisions of the
charter and bylaws (or
to adopt any provision
inconsistent therewith),
the affirmative vote of
the holders of at least
80% of the voting power
of all the shares
entitled to vote in the
election of directors,
voting together as a
single class, is
required.
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27 Approval of Mergers Certain extraordinary It should be noted that, Article 9 of the Charter and
transactions, including despite the urging of major Board Minutes
a merger or institutional shareholders and
consolidation of the certain directors, the Board
company, with an refused to allow the company's
Interested Stockholder shareholders to vote on the
(as defined in the 2002 sale of the BetzDearborn
Charter, generally business, which accounted for a
speaking a shareholder significant amount of the
that holds a stake of company's assets.
10% or more of the
voting power of the
company) or any
affiliate thereof
require the affirmative
vote of holders of at
least 80% of the voting
power of the then
outstanding shares of
capital stock of the
company entitled to vote
generally in the
election of directors
(Charter, Art. 9, Sec
I). Supermajority
approval, however, is
not required if the
extraordinary
transaction was approved
by the majority of the
Disinterested Directors
(as defined therein) and
complies with the other
requirements of Art. 9,
Sec. II of the Charter.
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28 Written Consent Shareholders can not act By-laws, Art. I, Section 11,
by written consent. Charter, Art. 6, Sec I, 4
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29 Special meetings Unless otherwise By-laws, Art. I, Section 2.
prescribed by law,
special meetings of
shareholders may not be
called by shareholders;
special meetings can
only be called by the
Chairman of the Board,
the CEO, the President
or a majority of the
Board of Directors.
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ISSUE ID RATING ISSUE RESPONSE ADDITIONAL COMMENTS DATA SOURCE
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30 Board Amendments The company's Board of By-laws, Art. VII, Section 1;
Directors is authorized Charter, Art. 6, Section I, 5.
to make, alter, amend or
repeal from time to time
the By-laws, without
subsequent ratification
through a shareholder
vote. Additionally,
shareholders may amend
or repeal the By-laws by
a majority vote of the
holders of capital stock
entitled to vote thereon
at any shareholders
meeting, provided that
notice of such proposed
amendment or repeal is
included in the notice
of such meeting.
However, in order to
amend, alter or repeal
certain provisions of
the bylaws (or to adopt
any provision
inconsistent therewith),
the affirmative vote of
the holders of at least
80% of the voting power
of all the shares
entitled to vote in the
election of directors,
voting together as a
single class, is
required.
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31 Capital Structure The company is Certificate of Amendment to the
authorized to issue company's Restated Certificate
302,000,000 shares, of of Incorporation.
which 300,000,000 shall
be shares of common
stock and the remaining
2,000,000 shall be
shares of preferred
stock. The preferred
stock is blank check and
could be used to prevent
consummation of a
transaction opposed by
management.
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32 Poison Pill Features The company's poison The Rights Agreement dated
- Tide Provision pill does not contain a August 4, 2000 between the
TIDE (Three-Year company and Chasemellon
Independent Director Shareholder Services L.L.C.
Evaluation) provision.
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4. STATE OF INCORPORATION
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33 Anti-Takeover The company is Delaware General Corporation Law
Provisions incorporated in a state Section 203.
with anti-takeover
provisions.
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34 Acquisition Statute The company is not
subject to a control
share acquisition
statute.
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35 Cash-out Statue The company is
incorporated in a state
without a cash-out
statute.
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36 Freezeout provision The company is subject Delaware General Corporation Law
to a freezeout provision. Section 203.
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37 Fair Price Provision The company is
incorporated in a state
without a fair price
provision.
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ISSUE ID RATING ISSUE RESPONSE ADDITIONAL COMMENTS DATA SOURCE
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38 Stakeholder Laws The company is not
subject to a stakeholder
law.
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39 Endorsement of Even though Delaware
Poison Pills General Corporation Law
does not have a statute
that expressly endorses
poison pills, case law
and corporate practice
in the state approve the
use of rights plans by
Delaware entities.
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5. EXECUTIVE AND DIRECTOR COMPENSATION
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40 ISS Vote based on The last time ISS ISS proxy analysis (5/31/2002).
plan cost evaluated the company's
option plans, ISS deemed
the shareholder value
transfer of the plan to
be reasonable.
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41 Options Repricing Options have not been It should be noted that, 2002, 2001 and 2000 Proxy
repriced without partially in recognition of Statements; Board Minutes.
shareholder approval the fact that recent stock
during the past three option grants were "out of the
years money", the Board, in lieu of
repricing options, recently
decided to take the further
step of granting restricted
stock awards instead of stock
options to senior management
as part of their 2003
compensation package.
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42 Repricing prohibited The Hercules Long-Term The Hercules Long-Term Incentive
Incentive Compensation Compensation Plan; The
Plan expressly prohibits Nonemployee Director Stock
repricing. The Non- Accumulation Plan; 2002 Proxy
Employee Director Stock Statement.
Accumulation Plan does
not expressly prohibit
repricing.
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43 Shareholder Approval All stock-based incentive The restricted stock grants Board Minutes
of Stock-incentive plans have been approved recently approved by the Board
plans by shareholders. How- were intentionally chosen
ever, changes to such rather than options because
plans which were adopted the Board could not, it was
in 2000 by the company's acknowledged, deliver
Board (including a change equivalent value in stock
in the definition of options without securing
"change of control" to further shareholder
include a shift in the authorization.
composition of a
majority of the directors
as a result of a proxy
contest which will
accelerate the vesting of
all awards) were never
disclosed to shareholders
even though the company
solicited votes in 2002
to extend the term of the
plan and to increase the
maximum annual awards that
an individual may receive.
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44 Committee Interlocks There are no interlocks Two of the four members of the Bloomberg.
among compensation compensation committee were
committee members. handpicked by Dr. Joyce and
have prior relationships with
him.
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ISSUE ID RATING ISSUE RESPONSE ADDITIONAL COMMENTS DATA SOURCE
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45 Director Compensation Directors receive the In addition, the compensation 2001 and 2002 Proxy Statement.
majority of their of non-employee directors was
compensation in cash and increased by almost 100% in
the balance of their October 2002 despite the
compensation in the form objection of the minority
of equity. However, the directors. Moreover, only
shares granted to after the minority directors
directors are issued at were elected and demanded its
a 15% discount to their termination did the company
fair market value. terminate a program pursuant
to which million dollar gifts
were made to charitable
organizations on behalf of
directors.
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46 Pension Plans To our knowledge, non-
employee directors do
not participate in the
company's pension plan.
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47 Option Expensing The company does not The minority directors have Form 10-K for the year ended
expense stock option requested that the company 12/31/02 and Board Minutes;
grants on its income expense stock option grants; Chemicals Stock Option Update
statement. however, the majority of the issued by Deutsche Bank
Board has not acted upon such Securities Inc. on April 21,
request. In addition, 2003.
according to a study of 25
chemical companies published
by Deutsche Bank Securities,
the company would have had the
4th highest fair value stock
option expense as a percentage
of 2002 earnings per share.
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48 Option Burn Rate The aggregate amount of Form 10-K for the year ended
options granted in the 12/31/02.
last 3 years is 8,443,999.
This amount is equal to
7.72% of the total out-
standing shares of the
company's common stock
(109,361,651). Therefore,
the average options
granted in the past three
years as a percentage of
basic shares outstanding
exceeds 2% (2.24%).
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49 Corporate Loans The company's option
plans do not provide for
company loans to employees.
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6. QUALITATIVE FACTORS
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50 Mandatory Retirement The company does not 2002 Proxy Statement.
Age for Directors have a mandatory
retirement age for
directors.
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51 Term Limits The company does not Several current directors have 2002 Proxy Statement.
have term limits for been serving since 1993.
directors.
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ISSUE ID RATING ISSUE RESPONSE ADDITIONAL COMMENTS DATA SOURCE
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52 Board Performance The company does not It should be noted that the Board Minutes.
Reviews have a policy pursuant management objectives set forth
to which the Board by the Board's Compensation
reviews its own Committee for the company's
performance regularly. chairman and CEO were limited
almost exclusively to cost
reduction and other
measurements directly related
thereto. By way of just one
example, management of the
company's two principal
non-operating issues, its
pension and asbestos exposures,
which resulted last year in
pre-tax charges to earnings of
more than $600 million, were
not even mentioned in Dr.
Joyce's 2002 management
objectives. Moreover, we
believe that the Board has
failed to make sure that the
CEO's compensation arrangement
is designed to closely align
his interests with those of the
company's shareholders. By way
of example, under Dr. Joyce's
employment contract, he would
have been paid more money had
the company been sold for $9
per share in his first year of
employment (even though it
closed at $12 per share on the
day he was elected CEO) than if
he had effectuated a turnaround
of the company's businesses,
helping to propel the company's
stock to $19 per share during
the same period of time.
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53 Outside Directors Except to consider a Meetings without the CEO Board Minutes.
Meet without CEO matter in which the CEO present were held only after
might have an interest, the minority directors insisted
outside directors do not on it.
meet without the CEO
present.
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54 CEO Succession Plan The company has neither The lack of a CEO succession Board Minutes.
a CEO succession plan plan is particularly troubling
nor a policy in that given Dr. Joyce's age and the
regard. circumstances under which he
was brought to the company.
The company does not have a
president, COO or CFO nor has
it taken any action to retain a
person in any of these
positions.
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55 Outside Advisors There is no express Contrary to the wishes of the Board Minutes.
authority that permits minority directors, the outside
the outside directors to directors have been reluctant
hire their own advisors. to hire outside advisors other
than the historical advisors of
the company.
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56 Directors Resignation There is no disclosure
of a policy that
directors are required
to submit a letter of
resignation upon a job
change.
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7. OWNERSHIP
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57 Stock Ownership All directors own Other than Mr. Heyman, the 2002 Proxy Statement and
securities of the company's directors were Forms 3s, 4s and 5s of
company. granted a significant portion directors.
of their shares for their
service on the company's
Board. In fact, three current
directors (one-third of the
majority directors), including
Dr. Joyce, have never purchased
a single share of company stock.
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ISSUE ID RATING ISSUE RESPONSE ADDITIONAL COMMENTS DATA SOURCE
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58 Stock Ownership The company has stock The Company has entered into 2002 Proxy Statement.
Guidelines for ownership guidelines for change of control agreements
Executives executives, although it with several executives that
is not clear whether were not approved by
such guidelines are shareholders. Pursuant to such
being followed or agreements, certain executives
enforced. may receive in excess of three
times their base salary and
bonus upon a change of
control. We estimate that
these agreements will have a
potential cost to the company
of well in excess of $10
million. In addition, the
restricted stock awards granted
to management last month are
another form of "golden
parachute" which could have a
potential cost to shareholders
of more than $10 million.
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59 Stock Ownership The company has stock Board Minutes.
Guidelines for ownership guidelines for
Directors directors.
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60 Officers and Officers and directors 2002 Proxy Statement;
Directors Ownership other than Mr. Samuel Preliminary Proxy Statement
Heyman own less than 1% filed by the Hercules
of the company's Shareholders' Committee for
outstanding shares. Mr. New Management.
Heyman may be deemed to
beneficially own
approximately 9.1% of
the company's
outstanding shares.
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8. DIRECTOR EDUCATION
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61 Director Education To our knowledge, no
directors have
participated in an ISS
accredited director
education program.
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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 May 6, 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.
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