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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HERCULES INCORPORATED
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July
18, 2003 Dear
Fellow Shareholder: The
vote for Hercules' directors at our July 25th Annual Meeting is now only days
away, and this may be your last opportunity to protect your interests and the
Company's future by voting FOR Hercules' director nominees on the GOLD proxy card. With
the voting deadline rapidly approaching, keep in mind that the people of Hercules
have worked hard over the last two years to turn your Company around. As a result,
Hercules today is a much improved Company with significant opportunities for
the future. To summarize just a few key points: In
short, Hercules today has a solid foundation and is delivering good results.
And, importantly, there are significant opportunities ahead to create additional
value for all of our key stakeholders: shareholders, customers and employees. A
recent New York Times article entitled ''Corporate Raider Tries a Moneyless Coup'' states,
''Samuel J. Heyman, the 1980's corporate raider, is at it again. Mr. Heyman
. . . wants to take over Hercules, Inc., a chemical company worth
more than $1 billion, for nothing.'' (Andrew Sorkin, Corporate Raider Tries a Moneyless Coup, The New York Times, July 11, 2003.) Protect your interests by
rejecting Heyman's nominees do not give him control of your
Company.
We
ask that you allow us to continue to build on Hercules' renewed momentum by
voting FOR the Hercules nominees by signing, dating and returning the enclosed GOLD proxy card. If you previously
signed a white proxy card sent to you by Heyman, you can still change your vote but
only if you act today. Just sign, date and mail the enclosed GOLD
proxy card, which will automatically revoke any
earlier-dated proxy cards. If you already voted your GOLD
proxy card, we appreciate your vote. On
behalf of Hercules and its terrific employees, I want to thank you for your
continued support. It is deeply appreciated.
This
letter 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, the outcome of the pending proxy contest,
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.
TIME
IS SHORT ACT TODAY.
Sincerely,
William H. Joyce
Chairman and Chief Executive Officer
If you have any questions or require assistance in voting your GOLD proxy
card,
please call MacKenzie Partners at the phone numbers listed below.
105 Madison Avenue
New York, New York 10016
email: proxy@mackenziepartners.com
Call collect: (212) 929-5500
or
Toll Free: (800) 322-2885