SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
--------------------
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D) (1) OR 13(E) (1)
OF THE SECURITIES EXCHANGE ACT OF 1934
HERCULES INCORPORATED
--------------------------------------------------------------------------------
(Name of Subject Company (Issuer))
ISP ACQUISITION CORP. (OFFEROR)
a wholly owned subsidiary of
INTERNATIONAL SPECIALTY PRODUCTS INC.
--------------------------------------------------------------------------------
(Names of Filing Persons
(Identifying Status as Offeror, Issuer or Other Person))
Common Stock, $25/48 stated value per
share, together with associated Rights
to Purchase Fractional Units of
Preferred Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
427056106
--------------------------------------------------------------------------------
(CUSIP Number of Class of Securities)
Richard A. Weinberg, Esq.
c/o ISP Management Company, Inc.
1361 Alps Road
Wayne, New Jersey 07470
(973) 628-4000
COPY TO:
Stephen E. Jacobs, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8320
--------------------------------------------------------------------------------
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
NY2:\1017106\01\LSSY01!.DOC\54104.0018
CALCULATION OF FILING FEE
-------------------------------------- -----------------------------------------
Transaction
Valuation Amount of Filing Fee
not applicable not applicable
-------------------------------------- -----------------------------------------
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a) (2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid:___________________ Filing Party:__________________
Form or Registration No.:_________________ Date Filed:____________________
[X] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer:
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
-------------------------------
2
February 21, 2001
International Specialty Products Inc., a Delaware corporation ("ISP"),
is withdrawing its October 11, 2000 proposal to commence a tender offer for 25
million shares of common stock, $25/48 stated value per share, of Hercules
Incorporated, a Delaware corporation ("Hercules"). ISP's proposal was
conditioned on the Board of Directors of Hercules agreeing to exempt the tender
offer from Hercules' "poison pill" and approve ISP's purchase of shares for
purposes of Section 203 of the Delaware General Corporation Law. In light of the
failure of Hercules' Board of Directors to respond to ISP's repeated requests,
on October 11, 2000, January 23, 2001 and February 7, 2001, that Hercules
eliminate or revise its poison pill to enable ISP to promptly proceed with its
proposed tender offer, ISP has determined to withdraw its proposal.
* * *
3