AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 9, 2003 ================================================================================ 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 |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) Payment of Filing Fee (Check the appropriate box): |X| No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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: ================================================================================ NEWS RELEASE - -------------------------------------------------------------------------------- The Hercules Shareholders' Committee For NEW Management * 17 State Street * New York, New York 10004 Contact: Chris Hayden, Georgeson Shareholder Communications Inc. 212-440-9850 THE HERCULES SHAREHOLDERS' COMMITTEE FOR NEW MANAGEMENT COMMENTS ON ISS RELEASE ------------------------------------------------------ NEW YORK, NY, JULY 9, 2003 - In response to ISS's release yesterday with respect to Hercules Incorporated (NYSE: HPC), a spokesman for The Hercules Shareholders' Committee for NEW Management stated, "As was the case in 2001, we expect ISS's recommendation to have little effect on the Hercules proxy contest, as we are confident that Hercules shareholders will make up their own minds as to how to vote. Moreover, it is no coincidence we believe that the ISS announcement, originally scheduled for last week, comes little more than 24 hours after Hercules announced its intention, following consultation with ISS, to amend its election Bylaw to provide for a plurality vote with respect to the election of directors - the third different position the Company has taken on this issue in three weeks. Parenthetically, management's eleventh hour conversion is a vindication of the stand taken for more than two years now by the Company's minority directors and The Hercules Shareholders' Committee for NEW Management." The Hercules Shareholders Committee for NEW Management urges shareholders to sign, date and return the WHITE proxy card voting FOR the Committee'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). ###