-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UmbOBtgU5s3BvZ7ksCbYiigHNrPLkKITLcsTIU7Ee8/ctiYvaATRlfxIv+hujrhq comVLUQQSDGVLLzYdRNq0A== 0000898822-03-000734.txt : 20030715 0000898822-03-000734.hdr.sgml : 20030715 20030715170652 ACCESSION NUMBER: 0000898822-03-000734 CONFORMED SUBMISSION TYPE: SC14D9C PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030715 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HERCULES INC CENTRAL INDEX KEY: 0000046989 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 510023450 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC14D9C SEC ACT: 1934 Act SEC FILE NUMBER: 005-15992 FILM NUMBER: 03787748 BUSINESS ADDRESS: STREET 1: 1313 N MARKET ST STREET 2: HERCULES PLZ CITY: WILMINGTON STATE: DE ZIP: 19894 BUSINESS PHONE: 3025945000 MAIL ADDRESS: STREET 1: HERCULES PLAZA STREET 2: RM 8151 NW CITY: WILMINGTON STATE: DE ZIP: 19894-0001 FORMER COMPANY: FORMER CONFORMED NAME: HERCULES POWDER CO DATE OF NAME CHANGE: 19680321 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HERCULES INC CENTRAL INDEX KEY: 0000046989 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 510023450 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC14D9C BUSINESS ADDRESS: STREET 1: 1313 N MARKET ST STREET 2: HERCULES PLZ CITY: WILMINGTON STATE: DE ZIP: 19894 BUSINESS PHONE: 3025945000 MAIL ADDRESS: STREET 1: HERCULES PLAZA STREET 2: RM 8151 NW CITY: WILMINGTON STATE: DE ZIP: 19894-0001 FORMER COMPANY: FORMER CONFORMED NAME: HERCULES POWDER CO DATE OF NAME CHANGE: 19680321 SC14D9C 1 sch14d9july14.txt SCHEDULE 14D-9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 HERCULES INCORPORATED ---------------------- (Name of Subject Company) HERCULES INCORPORATED ---------------------- (Names of Persons Filing Statement) Common Stock, without par value ------------------------------------ (Title of Class of Securities) 427056 10 6 ---------- (CUSIP Number of Class of Securities) Israel J. Floyd, Esq. Hercules Incorporated 1313 North Market Street, Wilmington, Delaware 19894-0001 (Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of the persons filing statement) COPIES TO: David A. Katz, Esq. Robert B. Schumer, Esq. Wachtell, Lipton, Rosen & Katz Paul, Weiss, Rifkind, Wharton, & Garrison LLP 51 West 52nd Street 1285 Avenue of the Americas New York, New York 10019 New York, New York 10019 (212) 403-1000 (212) 373-3000 [x] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. ITEM 9. EXHIBITS. Exhibit No. Description - ---------- ------------------------------------------------------------ (a)(5)(A) Press Release issued by Hercules Incorporated on July 14, 2003. Hercules shareholders are advised to read Hercules' solicitation/recommendation statement, if and when it becomes available, regarding the tender offer referred to in the attached press release, because it will contain important information. Free copies of the solicitation/recommendation statement, if and when it is filed by Hercules with the Securities and Exchange Commission, and other documents filed by Hercules with the SEC will be available at the SEC's web site at www.sec.gov, and will also be available, without charge, by directing requests to Helen Calhoun, Hercules Incorporated, 1313 North Market Street, Wilmington, Delaware 19894-0001, or contacting her at (302) 594-5129. EX-99 3 sc14d-9prreleasejuly14.txt EXHIBIT (A) (5) (A) Exhibit (a)(5)(A) HERCULES CRITICIZES ISP'S LAST MINUTE PLOY TO ATTEMPT TO GAIN CONTROL ---------------------------------------------- Wilmington, DE, July 14, 2003 - Dr. William H. Joyce, Chairman and Chief Executive Officer of Hercules Incorporated (NYSE: HPC), issued the following statement in response to International Specialty Products Inc.'s (ISP) announcement earlier today: "ISP's announced intention to purchase a small number of additional Hercules shares, which is conditioned on Heyman's handpicked director nominees being elected to our Board, is simply a last minute campaign ploy by Heyman to try to gain control of Hercules for his own purposes. Heyman's proposed intention does not, in my view, recognize the inherent value in Hercules nor does it take into account the renewed momentum at the Company - as evidenced by our continued progress in improving financial results and by our closing stock price of $10.99 on July 11, 2003 - or the significant opportunities for growth and increased value as we continue to build on our solid foundation. Heyman's announcement is just further evidence of his attempt to gain control of Hercules without offering a control premium to all shareholders. Joyce added, "Furthermore, he continues to offer no realistic or credible plan, and no convincing reason, for shareholders to vote for his nominees. We believe our shareholders are too sophisticated to be fooled by such transparent, manipulative tactics." Earlier today, ISP announced that if dissident director Sam Heyman's nominees are elected to Hercules' Board at the Company's Annual Meeting on July 25, 2003, ISP intends to purchase approximately 4.5% of Hercules' outstanding stock in a tender offer and another 4.5% over the following twelve months. Hercules urges shareholders to sign, date and return the GOLD Hercules proxy card voting FOR Hercules' director nominees. Shareholders with questions or in need of assistance in voting their shares should contact Hercules' proxy solicitor, MacKenzie Partners, Inc., toll free at (800) 322-2885 or collect at (212) 929-5500 or via email at proxy@mackenziepartners.com. # # # Hercules manufactures and markets chemical specialties globally for making a variety of products for home, office and industrial markets. For more information, visit the Hercules website at WWW.HERC.COM. This news release 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. Media Contact: Investor Contact: John Riley Allen A. Spizzo jriley@herc.com aspizzo@herc.com (302) 594-6025 (302) 594-6491 -----END PRIVACY-ENHANCED MESSAGE-----