AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 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)
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THE HERCULES SHAREHOLDERS' COMMITTEE FOR NEW MANAGEMENT
17 State Street, New York, NY 10004
April 8, 2003
Fellow Hercules Shareholders:
It is time for a change at Hercules!
We have formed the Hercules Shareholders' Committee for NEW Management
and intend to present a slate of four nominees for the four seats up for
election this year at the Company's 2003 Annual Meeting.
WE ARE NOT SOLICITING YOUR PROXY AT THIS TIME BUT INTEND TO DO SO
SHORTLY.
You should know that the Committee has requested that Hercules schedule
its 2003 Annual Meeting at the earliest practicable time. On March 20th, we
wrote to the Company stating our belief that "an early meeting would be in the
interests of the Company, shareholders, and employees, so that we can put this
behind us and determine a future direction for the Company without unnecessary
delay." Hercules has to date failed to respond and has neither scheduled the
Annual Meeting nor established the record date for those voting.
We have been major Hercules shareholders for almost three years. As a
result of our dissatisfaction with management and the Hercules Board, we waged a
proxy contest at the Company's 2001 Annual Meeting where Hercules shareholders
elected all four of our nominees to Board seats. We have endeavored since that
time to work with Hercules management and the remaining incumbent directors. Our
efforts, however, have been frustrated by management and the Board's majority
directors, who, voting in lockstep, have rebuffed our almost every initiative.
Although we continued to be sharply critical of management and the
majority directors for their conduct of the Company's affairs, primarily in
order to provide them with one last opportunity to do the right thing for
Hercules shareholders, we decided not to wage a proxy contest for control at the
2002 Annual Meeting. Instead we challenged management and the Board to promptly
address a host of issues at the Company.
That challenge unfortunately continues to go unheeded, and we have
decided to wage a proxy contest this year for the four seats up for election
because in our view there is no other way in which to help maximize value for
all Hercules shareholders. The Hercules Shareholders' Committee for NEW
Management includes International Specialty Products Inc. ("ISP"), an
international specialty chemicals company, our four current Hercules directors,
and four additional director-nominees for this year's Annual Meeting. If our
four nominees are elected, they, together with our four current directors, will
constitute a majority of the Board.
Our Committee represents the interests of ALL Hercules shareholders,
including those of the Company's second largest shareholder, ISP, which owns
almost 10 million shares of Hercules stock and has an investment of more than
$140 million at stake.1 You may be interested in the following information
concerning the Committee's individual members.
THE COMMITTEE'S FOUR CURRENT HERCULES DIRECTORS
SAMUEL J. HEYMAN - Mr. Heyman began his career as a lawyer in the United
States Justice Department under Robert F. Kennedy and later served as Chief
Assistant United States Attorney, District of Connecticut (New Haven Division).
In 1968, Mr. Heyman left Government service to run Heyman Properties, a small
but growing family business, which he expanded into a successful, national real
estate development company.
Mr. Heyman served as GAF's Chairman and Chief Executive Officer
(1983-2000) and is currently ISP's Chairman and controlling shareholder. He has
been involved as a shareholder activist or potential acquirer with respect to
five public companies, helping to create more than $7 billion of increased
wealth for shareholders of those companies, as illustrated below:2
Realized Value
Time per Share for
Period Initial all Subject Stockholder
(initial purchase - value Cost Company Percentage Value Created
Company realization) Per Share Shareholders(3) Increase (rounded)
----------------------- ------------------------------- --------------- ---------------- ------------- ---------------
GAF 1981-1989 $ 6.50 $53.00 715% $ 1.6 billion
Union Carbide 1984-1985 $43.63 $85.00 95% $ 2.9 billion
Borg-Warner 1986-1987 $29.15 $48.50 66% $ 1.7 billion
Dexter 1998-2000 $25.18 $62.50 148% $ .9 billion
Life Technologies 1998-2000 $35.80 $60.00 68% $ .2 billion
-------------
Total Shareholder Value Created: $ 7.3 billion
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(1) ISP's investment is measured at cost.
(2) There is, of course, no assurance that either the efforts of the
Committee or Mr. Heyman will result in similar benefits for Hercules
shareholders.
(3) GAF was acquired by Mr. Heyman and a management group in 1989 at $53 per
share. Union Carbide implemented a recapitalization of its own in
response to GAF's premium bid for the Company that resulted in a market
value immediately thereafter of approximately $85 per share. Borg Warner,
Dexter and Life Technologies were acquired by third parties after GAF or
ISP made premium offers for those companies.
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SUNIL KUMAR - Mr. Kumar was formerly Executive Vice President of
Bridgestone-Firestone, heading up that company's $3 billion national retail
store operations. Mr. Kumar served for three years as President and Chief
Operating Officer of Building Materials Corporation of America, the nation's
leading manufacturer of residential and commercial roofing. Mr. Kumar has been
Chief Executive of ISP since June 1999.
GLORIA SCHAFFER - Mrs. Schaffer has had a distinguished career in
Government service, having held major positions in Connecticut, including
Secretary of State, Commissioner of the Department of Consumer Protection, and
State Senator for six terms. Mrs. Schaffer was also a Member of the Federal
Civil Aeronautics Board and has served as a Board member of several public and
private companies.
RAYMOND S. TROUBH - Mr. Troubh has had broad financial experience,
including as a General Partner of Lazard Freres & Co. and Governor of the
American Stock Exchange. He is a Board member of a number of public companies
and currently serves as the non-executive Chairman of Enron Corp., having joined
that Company's Board in the wake of its financial problems last year.
THE COMMITTEE'S FOUR DIRECTOR-NOMINEES
HARRY FIELDS - Mr. Fields served as an executive for more than forty
years at International Flavors and Fragrances Inc., where he was President of
the International Flavor Division and a member of its Board of Directors. He is
currently President of Fields Associates, Ltd. and has served as a director of
other companies.
ANTHONY T. KRONMAN - Mr. Kronman is currently Dean of Yale Law School.
Mr. Kronman is a director of Adelphia Communications Corporation, having been
elected to the Board after the Company's bankruptcy filing last year.
VINCENT TESE - Mr. Tese has had a distinguished career in Government
service, having held the positions of New York State Superintendent of Banks,
Director of Economic Development for the State of New York, and Chairman and
Chief Executive Officer of the Urban Development Corporation. He is currently
the Chairman of Wireless Cable International Inc. and is a Board member of a
number of public companies.
GERALD TSAI, JR. - Mr. Tsai was Chairman and Chief Executive Officer of
Primerica Corporation, a diversified financial services company, and served as
Chairman of the Board, President and Chief Executive Officer of Delta Life
Corporation, a life insurance and annuity company. Mr. Tsai is currently a Board
member of a number of public companies.
* * * * * * * * *
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As businesspeople with extensive executive and managerial experience and
as shareholders with a substantial investment in Hercules, we believe that our
dissatisfaction with incumbent management and the Board, their policies, and
performance is shared by many of you. We would welcome the opportunity to
communicate with you as soon as possible, and for this purpose we have engaged
Georgeson Shareholder Communications, Inc., to assist us in this proxy
solicitation. Should you have any questions, please call them (toll free) at
(866) 288-2190.
We look forward to communicating with you further concerning our Hercules
investments.
Sincerely,
THE HERCULES SHAREHOLDERS' COMMITTEE FOR NEW MANAGEMENT
/s/ Samuel J. Heyman /s/ Harry Fields /s/ Anthony T. Kronman /s/ Sunil Kumar
-------------------- ---------------- ----------------------- ------------------
Samuel J. Heyman Harry Fields Anthony T. Kronman Sunil Kumar
/s/ Gloria Schaffer /s/ Vincent Tese /s/ Raymond S. Troubh /s/ Gerald Tsai, Jr.
-------------------- ---------------- --------------------- --------------------
Gloria Schaffer Vincent Tese Raymond S. Troubh Gerald Tsai, Jr.
ISP, 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 April 7, 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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