AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 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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Check the appropriate box:
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[ ] 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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THE HERCULES SHAREHOLDERS' COMMITTEE FOR NEW MANAGEMENT
17 State Street, New York, NY 10004
June 30, 2003
Dear Hercules Employee Plan Participant:
You should know that we have received numerous calls from Hercules
employees and retirees who own Hercules stock and have expressed support for our
nominees. Others have called to ask very legitimate questions with regard to
issues involved in the proxy contest.
While we have attempted to spell out our strong disagreement with the
way in which Joyce has managed the Company, The Hercules Shareholders' Committee
for NEW Management believes that both parties owe you the courtesy of a fully
informative meeting which would provide you with the opportunity to hear from
both sides. To this end, in a June 16th letter to Joyce, we proposed a
discussion between Joyce and a representative of our Committee, which would be
open to all Hercules Employee Plan participants, in Wilmington. APPARENTLY,
JOYCE BELIEVES THAT HE IS ACCOUNTABLE TO NO ONE - NOT EVEN YOU - BECAUSE, AT
LEAST AS OF THE DATE OF THIS LETTER, HE HAS NOT RESPONDED.
While we have all been adversely affected as Hercules shareholders by
Joyce's mismanagement of the Company in our view, we know that you have a
special interest in the outcome of the proxy contest either as employees
concerned about the future of your Company and your jobs or as retirees in terms
of your pensions and other benefits.
ASK YOURSELF: ARE YOU BETTER OFF TODAY THAN YOU WERE WHEN JOYCE CAME TO
THE COMPANY TWO YEARS AGO? In doing so, we ask you to consider what has happened
at Hercules over the last two years:
o More than 1,800 employees have lost their jobs.
o Many remaining employees have had their salaries frozen or capped,
while Joyce and senior executives continue to receive huge salaries,
bonuses, stock grants, and golden parachutes.
o Hercules has sold one of its best businesses in our view at the worst
possible time - reducing the size of our Company almost in half.
o Under Joyce, the Company's pension funds have been invested in
accordance with an inappropriate and unduly risky asset allocation
policy. As a result, the Company was required last year to take a
charge to equity of almost $570 million.
o Joyce is essentially a caretaker CEO, with no business strategy and no
vision, who is unwilling to make investments for the future in terms of
human resources, R&D, and capital expenditures.
o The Company under Joyce is in our view in a virtual state of
stagnation, and employee morale is at an all-time low.
You should be aware of Joyce's history as a manager, for he did the
same thing to Union Carbide that he is now doing to Hercules. We believe that
voting for the Board's nominees and allowing Joyce to remain at Hercules for
another year is like renewing his driver's license on the basis of his poor
accident record. Please help end the long nightmare Hercules shareholders and
employees have experienced under Joyce and his predecessors.
Your vote is all the more important because of the Company's director
election Bylaw, which the majority directors claim requires an affirmative vote
of a majority of ALL OUTSTANDING SHARES to unseat an incumbent director. This
means in effect that A VOTE NOT CAST is the equivalent of A VOTE TO PERPETUATE
JOYCE'S TEAM IN OFFICE. Regardless of the number of shares you own, we urge you,
in your own best interest, to support our shareholder nominees for election as
Hercules directors. PLEASE 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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