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
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
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 Rule14a-12
HERCULES INCORPORATED
Payment of Filing Fee (Check the appropriate
box):
[X] | No fee required | |
[ ] | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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: | ||
|
||
June 27, 2003 Dear Fellow Shareholder: I was frankly amazed
by the letter Sam Heyman and his directors and nominees
sent you on June 24th. He has blatantly distorted the facts about me and your
Company to try to make you believe that he, together with his handpicked
nominees and directors, are somehow the best choice to control Hercules. The purpose of this letter
is to set the record straight. Here are the facts:
I deeply resent Heymans
smear campaign and regret that Hercules shareholders have to endure it. This proxy contest comes
down to a single questionwho do you trust to run your CompanyHeyman
and his handpicked directors and nominees who continually distort the factsor
truly independent directors who want what is best for all shareholders. Heymans desperate
tactics are offensive and cannot be condoned. Send him a message in the strongest
possible terms. Vote your GOLD proxy card for the Hercules nominees.
Please sign, date and mail your GOLD proxy card today. Thank you for your continued support.
Stop Heyman and protect your interest in Hercules.
Please sign, date and We urge you to discard any white proxy cards that you
receive from Heyman or If you have any questions or require assistance in
voting your GOLD proxy card, 105 Madison Avenue
I never attempted to acquire Hercules in a leveraged
buyout transaction with a financial partner. Heymans accusation is
absolutely false. In fact, I never attempted to acquire Hercules in any
transaction, either alone or with any partner.
I never retained an investment banker to find a financial
buyer for Hercules. The Companys investment bankers were retained
prior to my employment with the Company and they have in the past searched
diligently for both strategic and financial buyers willing to pay appropriate
value to our shareholders.
I never advocated nor did I pursue or have any role in any
proposal to acquire Hercules for $9 per share.
Furthermore, I am in full agreement with the independent Board
members unanimous decision not to proceed further with a financial
buyers indication of interest to acquire the Company for $9 per share.
I never said to the Board of Directors that I was going to
participate as a buyer, nor did I ever agree to participate as a buyer,
in a transaction to acquire Hercules.
I never, as Heyman states, sat on both sides of the table.
Despite the implication in Heymans letter, I have never
pursued my own interests with respect to the $1.8 billion sale of the Water
Treatment Business of BetzDearborn to GE, or any other transaction for the
sale of all or any part of Hercules.
The sale of the Water Treatment Business had absolutely nothing
to do with providing an opportunity for a subsequent leveraged buyout transaction
to occur. As the Company and a number of analysts have stated, the sale
of the Water Treatment Business was the best alternative available to Herculesthat
was true then and continues to be true now.
Sincerely,
William H. Joyce
Chairman and Chief Executive Officer
return the enclosed GOLD proxy card today.
the Hercules shareholders committee for new management.
please call MacKenzie Partners at the phone numbers listed below.
New York, New York 10016
email: proxy@mackenziepartners.com
Call collect: (212) 929-5500
or Toll Free: (800) 322-2885