SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
FEBRUARY 23, 2001
HERCULES INCORPORATED
(Exact Name of Registrant as Specified in Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
001-00496 51-0023450
(Commission File No.) (IRS Employer Identification No.)
HERCULES PLAZA
1313 NORTH MARKET STREET
WILMINGTON, DELAWARE 19894-0001
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(302) 594-5000
ITEM 9. REGULATION FD DISCLOSURE.
On February 23, 2001, Thomas L. Gossage, Chairman and Chief Executive
Officer of Hercules Incorporated sent the following letter to Samuel J. Heyman,
Chairman of International Specialty Products Inc.:
Mr. Samuel J. Heyman
Chairman of the Board
International Specialty Products Inc.
1361 Alps Road
Wayne, NJ 07470
Dear Sam:
Yesterday, at its meeting, the Hercules Board of Directors
considered ISP's request to amend Hercules' Shareholder Rights Plan to
permit an acquiror to purchase up to an additional 10% of the Company's
shares beyond the current 10% threshold. Following my recommendation,
the Board unanimously concluded that such an amendment would not be in
the best interests of Hercules' shareholders, in light of the purposes
served by the Company's Shareholder Rights Plan and, in particular, the
ongoing process to consider a sale or merger of the Company as announced
last November. Since you decided shortly before our Board meeting to
withdraw your proposed partial tender offer for 25 million Hercules
shares, no action was taken by the Board in this regard.
The Board's goal for Hercules is the maximization of shareholder
value - which goal you have said you share and support. I strongly
believe that your recent public statements are detrimental to our
efforts to achieve this goal. As we are moving through critical stages
of our ongoing process, let me reiterate my continued concern and belief
that the progress of the Company's discussions with third parties could
be very negatively impacted by their perception of your activities.
Third parties are expressing concern with respect to your recent
statements and activities, which could negatively impact their
continuing participation in our process. If your goal is to acquire the
Company, we reiterate our invitation for you to submit a proposal to
acquire the entire Company rather than a proposal to purchase a
significant minority interest. If your goal is the maximization of
shareholder value, we request that you stop acting in a way that hinders
our efforts.
Very truly yours,
/s/ Thomas L. Gossage
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HERCULES INCORPORATED
By: /s/ Israel J. Floyd
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Name: Israel J. Floyd
Title: Executive Vice President,
Secretary and General
Counsel
Date: February 23, 2001