AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 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
|X| Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
HERCULES INCORPORATED
(Name of Registrant as Specified in Its Charter)
THE 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.
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0-11(a)(2) and identify the filing for which the offsetting fee was paid
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or the Form or Schedule and the date of its filing.
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THE HERCULES SHAREHOLDERS' COMMITTEE FOR NEW MANAGEMENT
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17 State Street, New York, NY 10004
July 8, 2003
Dear Hercules Employee/Retiree:
Joyce's July 1st letter is filled with assertions that are either
false, misleading, or have no bearing on the proxy contest.
First, THE COMMITTEE IS NOT ATTACKING HERCULES EMPLOYEES OR THEIR
ACCOMPLISHMENTS BUT RATHER JOYCE AND HIS ASSOCIATES ON THE BOARD. We have
nothing but the greatest respect for Hercules employees, the vast number of whom
are hard-working, capable, and loyal and who have been forced to "soldier on"
over the last several years under two caretaker CEO's - Joyce and his
predecessor.
Second, you should know that there has never been an issue between
Joyce and our minority directors concerning employee benefits and pensions at
Hercules. In our June 2nd letter to shareholders, we clearly stated our position
as follows:
"WITH REGARD TO BENEFIT PROGRAMS, THE DIRECTORS ARE IN AGREEMENT THAT
THE COMPANY'S PENSION OBLIGATIONS TO RETIREES AND PENSION BENEFITS FOR
ACTIVES MUST BE PRESERVED AND SAFEGUARDED. THE COMPANY'S DIRECTORS HAVE
UNANIMOUSLY APPROVED, HOWEVER, COST REDUCTIONS IN HEALTH AND MEDICAL
PROGRAMS IN KEEPING WITH WHAT HUNDREDS OF OTHER COMPANIES IN CORPORATE
AMERICA HAVE ALREADY DONE" (P.19).
While we are frank to state that we did subscribe to management's position with
respect to medical cost benefits, the minority directors have consistently
supported the safeguarding of all pensions. With regard to the former, we are
not any happier than Joyce about the necessity for recent increases in medical
costs to employees and retirees - but unfortunately this has become a fact of
life in corporate America.
THIRD, JOYCE'S REFERENCES TO ISP ARE IRRELEVANT. FOR OUR MINORITY
DIRECTORS AND NOMINEES, MOST ALL OF WHOM HAVE NO ASSOCIATION WITH ISP
WHATSOEVER, HAVE NO PLAN TO IMPOSE ISP'S COMPENSATION STRUCTURE ON HERCULES
EMPLOYEES/RETIREES. Parenthetically, assuming that there was any relevance to
the point, if one were to compare the two compensation programs in their
entirety, ISP's total compensation and benefits are more than comparable to that
of Hercules. For ISP has a generous 401(k) plan in addition to substantial
equity incentives for the vast majority of its employees. THE FACT THAT ISP
TAKES VERY GOOD CARE OF ITS EMPLOYEES IS DEMONSTRATED BY ITS HIGH EMPLOYEE
MORALE AND A VOLUNTARY TURNOVER RATE WHICH IS LESS THAN 1/3 OF THE NATIONAL
AVERAGE FOR THE U.S. MANUFACTURING INDUSTRY.
Fourth, Joyce's contention that the Company is VOLUNTARILY making cash
contributions to shore up its pension plans is PURE NONSENSE. For the Company is
being
FORCED to make these contributions to maintain compliance with ERISA funding
requirements resulting from Joyce's mismanagement of the plans, which has caused
the Company to take a charge to equity last year of almost $570 million. Under
the Joyce theory, we suppose, the more money he loses in the pension plans, the
more money the Company is required to contribute to the plans, and the better
off employees and retirees will be! ASK YOURSELF: IS JOYCE'S ARGUMENT AN INSULT
TO THE INTELLIGENCE OF HERCULES EMPLOYEES AND RETIREES OR WHAT?
Finally, the single most critical issue in this proxy contest is -
WHETHER HERCULES SHAREHOLDERS, EMPLOYEES, AND RETIREES CAN AFFORD TO CONTINUE TO
ENTRUST THEIR INVESTMENTS AND FUTURES TO JOYCE AND HIS ASSOCIATES ON THE
COMPANY'S BOARD. IF YOU BELIEVE, AS WE DO, THAT IT IS TIME FOR A CHANGE AT
HERCULES AND WHAT WE NEED IS A DYNAMIC, "HANDS-ON" CHIEF EXECUTIVE WHO HAS A
VISION FOR OUR COMPANY AND A LONG TERM STRATEGY FOR ITS BUSINESSES, LEADERSHIP
QUALITIES, AND AN INTEREST IN ENHANCING SHAREHOLDER VALUES FOR ALL HERCULES
SHAREHOLDERS, WE URGE YOU TO SIGN, DATE AND RETURN OUR WHITE PROXY CARD TODAY!
Sincerely,
THE HERCULES SHAREHOLDERS' COMMITTEE FOR NEW MANAGEMENT
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/s/Samuel J. Heyman /s/Harry Fields /s/Anthony T. Kronman /s/Sunil Kumar
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Samuel J. Heyman Harry Fields Anthony T. Kronman Sunil Kumar
/s/Gloria Schaffer /s/Vincent Tese /s/Raymond S. Troubh /s/Gerald Tsai, Jr.
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Gloria Schaffer Vincent Tese Raymond S. Troubh Gerald Tsai, Jr.
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IMPORTANT
PLEASE RETURN YOUR WHITE PROXY CARD AND DO NOT RETURN ANY OF THE
COMPANY'S GOLD PROXY CARDS, EVEN AS A PROTEST VOTE AGAINST HERCULES. ONLY YOUR
LATEST DATED, SIGNED PROXY CARD WILL BE COUNTED, AND ANY GOLD PROXY CARD YOU
SIGN FOR ANY REASON COULD INVALIDATE PREVIOUS WHITE PROXY CARDS SENT BY YOU TO
SUPPORT THE COMMITTEE.
Your vote is important. If you have any questions or need assistance in
voting your shares, please call:
GEORGESON SHAREHOLDER COMMUNICATIONS INC.
17 State Street, 10th Floor
New York, New York 10004
(866) 288-2190 (TOLL FREE)
Banks and Brokerage Firms please call:
(212) 440-9800
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