AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 14, 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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[ ] 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)
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|X| No fee required.
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NEWS RELEASE
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International Specialty Products Inc. * 1361 Alps Road * Wayne, New Jersey 07470
Contact: Neal E. Murphy, Senior Vice President and Chief Financial Officer,
(973) 872-4200
INTERNATIONAL SPECIALTY PRODUCTS ANNOUNCES ITS INTENTION
TO PURCHASE TEN MILLION HERCULES SHARES
UPON ELECTION OF THE NOMINEES OF
THE HERCULES SHAREHOLDERS' COMMITTEE FOR NEW MANAGEMENT
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WAYNE, NJ, JULY 14, 2003 - International Specialty Products Inc. (ISP) today
announced that it intends, either directly or through an affiliate, upon the
election of the nominees of The Hercules Shareholders' Committee for NEW
Management, to acquire an additional ten million shares of Hercules Incorporated
(NYSE: HPC) common stock -- over and above its current ownership of 9.9 million
Hercules shares.
ISP intends to commence a tender offer for five million shares at $12 per share
in cash and purchase an additional five million shares of Hercules common stock
through open market purchases thereafter. The tender offer would commence after
the election at Hercules' 2003 Annual Meeting of Shareholders, which is
scheduled for July 25, 2003, of all four Committee nominees and would begin
promptly after certification of the shareholders' vote. The $12 price represents
an almost 50% premium over Hercules' closing price of $8.12 per share on
February 11, 2003 -- the day prior to ISP's filing of an amendment to its
Schedule 13D which indicated that it was considering waging a proxy contest at
Hercules 2003 Annual Meeting. The tender offer would be conditioned on the
Hercules Board eliminating Hercules' "poison pill", which has been one of the
stated intentions of the Committee.
After completion of its tender offer, ISP intends to purchase an additional five
million shares of Hercules common stock in the open market during the following
twelve-month period. These purchases would be made from time to time on the open
market at prevailing market prices or in privately negotiated transactions. ISP,
which has previously satisfied the requirements of the Hart-Scott-Rodino
Antitrust Improvements Act for the purchase of up to 15% of Hercules common
stock, intends to apply for clearance under such Act, promptly following
completion of its tender offer, to purchase up to 20% of Hercules shares. ISP
currently beneficially owns approximately 9% of the outstanding shares of
Hercules common stock and, upon completion of the tender offer and its open
market purchase program, would own 18% of Hercules common stock.
ISP also announced that, together with its Chairman, Samuel J. Heyman, it has
committed to enter into a standstill agreement, which would become effective
upon the election of all four of the Committee's nominees to the Hercules Board.
Pursuant to the standstill agreement, ISP and Mr. Heyman would agree, for a
period of two years, not to make any acquisition or merger proposal for Hercules
or any of its business units, unless a third party makes an
acquisition proposal first, and to otherwise limit their ownership in Hercules'
stock to 20% of Hercules' outstanding shares.
Mr. Heyman stated that "we have made these commitments today following
consultation with several major Hercules shareholders. Our intention to commence
the tender offer and the follow-on open market purchase program, which would
increase our ownership interest in the Company by more than 100%, demonstrates
our commitment to Hercules and is an expression of our confidence in its ability
to grow under the right leadership. The tender offer will also provide those
Hercules shareholders who wish to sell at least a portion of their shares now
with an opportunity to do so at a premium above the current market price."
Mr. Heyman further noted that "we have agreed to enter into the proposed
standstill agreement in order to remove even the slightest remaining appearance
of a conflict of interest, address the stated concerns of several Hercules
shareholders, and broaden the shareholder mandate for our Committee's nominees.
This is in addition to the previously announced procedural safeguards with
respect to any acquisition proposal which we committed to in our June 24th
letter to the Committee."
ISP urges shareholders to sign, date and return the WHITE proxy card voting FOR
The Hercules Shareholders' Committee for NEW Management's director nominees.
Shareholders with questions or in need of assistance in voting their shares
should contact Georgeson Shareholder Communications Inc., the Committee's proxy
solicitation agent, toll free, at (866) 288-2190 (banks and brokerage firms
please call (212) 440-9800).
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International Specialty Products Inc. is a leading multinational manufacturer of
specialty chemicals and mineral products.
ADDITIONAL INFORMATION AND WHERE TO FIND IT.
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Hercules shares. The tender offer will only be made through an offer to
purchase, letter of transmittal and related tender offer materials. At the time
the tender offer is commenced, ISP will file these tender offer materials with
the Securities and Exchange Commission and, within ten business days thereafter,
Hercules will be required to file a solicitation/recommendation statement with
respect to the offer. The tender offer materials and the
solicitation/recommendation statement will contain important information.
Stockholders are urged to read this information carefully before making any
decisions about the tender offer. The tender offer materials, certain other
offer materials, and the solicitation/recommendation statement will be sent free
of charge to all stockholders of Hercules. All of these materials will also be
available free of charge at the SEC's website at www.sec.gov. Free copies of
these materials may also be obtained from ISP by directing a request by mail to
ISP's Office of the General Counsel, 1361 Alps Road, Wayne, New Jersey 07470 or
by telephone 1-800-526-5315.
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PORTIONS OF THIS PRESS RELEASE MAY CONSTITUTE "FORWARD-LOOKING STATEMENTS" AS
DEFINED BY FEDERAL LAW. ALTHOUGH ISP BELIEVES SUCH STATEMENTS ARE BASED ON
REASONABLE ASSUMPTIONS, THERE IS NO ASSURANCE THAT ACTUAL OUTCOMES WILL NOT BE
MATERIALLY DIFFERENT. ANY SUCH STATEMENTS ARE MADE IN RELIANCE ON THE "SAFE
HARBOR" PROTECTIONS UNDER THE PRIVATE SECURITIES REFORM ACT OF 1995.
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