10-K/A 1 w85933ae10vkza.txt FORM 10-K/A FOR FISCAL YEAR ENDED 12/31/2002 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K/A AMENDMENT NO. 2 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 Commission file number 1-496 HERCULES INCORPORATED A DELAWARE CORPORATION I.R.S. EMPLOYER IDENTIFICATION NO. 51-0023450 HERCULES PLAZA 1313 NORTH MARKET STREET WILMINGTON, DELAWARE 19894-0001 TELEPHONE: 302-594-5000 Securities registered pursuant to Section 12(b) of the Act (Each class is registered on the New York Stock Exchange, Inc.) Title of each class ------------------- Common Stock ($25/48 Stated Value) 8% Convertible Subordinated Debentures due August 15, 2010 9.42% Trust Originated Preferred Securities ($25 liquidation amount), issued by Hercules Trust I and guaranteed by Hercules Incorporated Preferred Share Purchase Rights Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No _ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements in Part III of this Form 10-K/A or any amendment to this Form 10-K/A. _ Indicate by check mark whether the Registrant is an accelerated filer (as defined by Rule 12b-2 of the Act). Yes X No _ The aggregate market value of registrant's common stock, $25/48 stated value ("Common Stock") held by non-affiliates based on the closing price on the last day of the Company's most recently completed second fiscal quarter, or June 28, 2002, was approximately $1.2 billion. As of March 31, 2003, registrant had 109,922,726 shares of Common Stock outstanding, which is registrant's only class of common stock. On the corporate website, www.herc.com, Hercules Incorporated provides access to the Company's filings with the Securities and Exchange Commission via a hyperlink to the Commission's website. HERCULES INCORPORATED EXPLANATORY NOTE Due to processing problems, the amendment to the Form 10-K filed by the Company on April 30, 2003 listed, but did not actually include, newly filed exhibits. This amendment to the Form 10-K is being filed solely to file those exhibits. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) Documents filed as part of this Report: 3. Exhibits: A complete listing of exhibits is included in the Exhibit Index that precedes the exhibits filed with this Report. 2 HERCULES INCORPORATED SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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/ Fred G. Aanonsen ---------------------------------------- Fred G. Aanonsen Vice President and Controller (Principal Financial Officer and duly authorized signatory) May 1, 2003 3 HERCULES INCORPORATED CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, William H. Joyce, Chairman and Chief Executive Officer, certify that: 1. I have reviewed this annual report on Form 10-K/A of Hercules Incorporated; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: May 1, 2003 /s/ William H. Joyce ------------------------------------ William H. Joyce Chairman and Chief Executive Officer 4 HERCULES INCORPORATED CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Fred G. Aanonsen, Vice President and Controller, certify that: 1. I have reviewed this annual report on Form 10-K/A of Hercules Incorporated; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: May 1, 2003 /s/ Fred G. Aanonsen ----------------------------- Fred G. Aanonsen Vice President and Controller 5 HERCULES INCORPORATED EXHIBIT INDEX
NUMBER DESCRIPTION INCORPORATED BY REFERENCE TO ------ ----------- ---------------------------- 2-A Agreement and Plan of Merger among Hercules, Water Exhibit 2.1, BetzDearborn Inc. Current Report Acquisition Company and BetzDearborn Inc., dated on Form 8-K, filed July 30, 1998 July 30, 1998 3-A.1 Restated Certificate of Incorporation of Hercules, as Exhibit 3-A, Annual Report on Form 10-K filed revised and amended July 6, 1988 March 26, 1993 3-A.2 Certificate of Amendment dated October 24, 1995, to Exhibit 4.1a, Registration Statement on Form S-3, Hercules' Restated Certificate of Incorporation as filed September 15, 1998 revised and amended July 5, 1998 3-B By-Laws of Hercules, as revised and amended October 30, Exhibit 3-B, Annual Report on Form 10-K filed 1991 March 26, 1993 4-A Officers' Certificate, dated as of March 17, 1999, Exhibit 4.1, Current Report on Form 8-K dated pursuant to the Junior Subordinated Debentures March 17, 1999 Indenture between Hercules and Chase 4-B Form of Preferred Securities Guarantee by Hercules and Exhibit 4.28, Amendment No. 1 to Registration Chase, with respect to Hercules Trust I Statement on Form S-3, filed October 29, 1998 4-C Form of Amended and Restated Trust Agreement of Exhibit 4.13, Amendment No. 1 to Registration Hercules Trust I Statement on Form S-3, filed October 29, 1998 4-D Form of 9.42% Trust Originated Preferred Securities of Exhibit 4.2, Current Report on Form 8-K, dated Hercules Trust I March 17, 1999 4-E Form of 9.42% Junior Subordinated Deferrable Interest Exhibit 4.3, Current Report on Form 8-K, dated Debentures due 2029 March 17, 1999 4-F Officers' Certificate, dated as of July 27, 1999, Exhibit 4.1, Current Report on Form 8-K, dated pursuant to the Junior Subordinated Debentures July 27, 1999 Indenture between Hercules and Chase, dated as of November 12, 1998 4-G Amended and Restated Trust Agreement of Hercules Trust Exhibit 4.2, Current Report on Form 8-K, dated II, dated as of July 27, 1999, together with Annex I July 27, 1999 thereto 4-H Unit Agreement, dated July 27, 1999, among Hercules, Exhibit 4.3, Current Report on Form 8-K, dated Hercules Trust II and The Chase Manhattan Bank, as unit July 27, 1999 agent 4-I Warrant Agreement, dated July 27, 1999, between Exhibit 4.4, Current Report on Form 8-K, dated Hercules and The Chase Manhattan Bank, as warrant July 27, 1999 agent 4-J Form of Series A Junior Subordinated Deferrable Exhibit 4.5, Current Report on Form 8-K, dated Interest Debentures July 27, 1999 4-K Form of Trust II Preferred Securities Exhibit 4.6, Current Report on Form 8-K, dated July 27, 1999 4-L Form of CRESTS Unit Exhibit 4.7, Current Report on Form 8-K, dated July 27, 1999 4-M Form of Warrant Exhibit 4.8, Current Report on Form 8-K, dated July 27, 1999 4-N Rights Agreement, dated as of August 24, 2000, between Exhibit 4.1 to Hercules Registration of Hercules Incorporated and Chase Mellon Shareholder Certain Classes of Securities on Form 8-A Services, L.L.C. filed August 10, 2000
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NUMBER DESCRIPTION INCORPORATED BY REFERENCE TO ------ ----------- ---------------------------- 4-O Indenture, dated as of November 14, 2000, between Exhibit 4-A, Quarterly Report on Form 10-Q, Hercules Incorporated, as issuer and Wells Fargo Bank filed November 14, 2000 Minnesota, N.A., as trustee (including the form of 11 1/8% senior notes due 2007 included as Exhibit A thereto). 4-P Registration Rights Agreement, dated as of November 14, Exhibit 4-B Quarterly Report on Form 10-Q, 2000, among Hercules Incorporated and all of its filed November 14, 2000 domestic subsidiaries and Donaldson, Lufkin & Jenrette Securities Corporation and Credit Suisse First Boston Corporation, as the initial purchasers.
Hercules is party to several long-term debt instruments under which in each case the total amount of securities authorized does not exceed 10% of the total assets of Hercules. Hercules agrees to furnish a copy of such instruments to the Securities and Exchange Commission upon request. 10-A Hercules Executive Survivor Benefit Plan Exhibit 10-D, Annual Report on Form 10-K, filed March 27, 1981 10-B Hercules Phantom Stock Plan Exhibit E, Notice Annual Meeting and Proxy Statement, dated February 14, 1986 10-C Hercules Deferred Compensation Plan Exhibit 10-I, Annual Report on Form 10-K, filed March 29, 1988 10-D Hercules Annual Management Incentive Compensation Plan Exhibit 10-H, Annual Report on Form 10-K, filed March 26, 1993 10-E Hercules 1993 Non-employee Director Stock Accumulation Exhibit 4.1, Registration Statement on Form Plan S-8, filed July 16, 1993 10-F Hercules Deferred Compensation Plan for Non-employee Exhibit 10-J, Annual Report on Form 10-K, Directors filed March 26, 1993 10-G Hercules Employee Pension Restoration Plan Exhibit 10-L, Annual Report on Form 10-K, filed March 26, 1993 10-H Form of Employment Contract between Hercules and Exhibit 10-J, Annual Report on Form 10-K, certain of its officers filed March 29, 1988 10-I Form of Indemnification Agreement between Hercules Annex II, Notice of Annual Meeting and Proxy and certain officers and directors of Hercules Statement, dated February 19, 1987 10-J Employment Agreement effective August 1, 1998, between Exhibit 10-T, Annual Report on Form 10-K, Hercules and Vincent J. Corbo filed March 30, 1999 10-K Hercules Amended and Restated Long Term Incentive Exhibit 10-K, Annual Report on Form 10-K, Compensation Plan filed March 29, 2000 10-L BetzDearborn Inc. Employee Stock Ownership and 401(k) Exhibit 10-L, Annual Report on Form 10-K, Plan filed March 29, 2000 10-M Underwriting Agreement, dated March 12, 1999, among Exhibit 1.1, Current Report on Form 8-K, dated Hercules, Hercules Trust I and the Underwriters named March 17, 1999 therein 10-N CRESTS Units Underwriting Agreement, dated July 21, Exhibit 1.1, Current Report on Form 8-K, dated 1999, among Hercules, Hercules Trust II and the July 27, 1999 Underwriters named therein 10-O Common Stock Underwriting Agreement, dated July Exhibit 1.2, Current Report on Form 8-K, dated 21, 1999, among Hercules and the Underwriters July 27, 1999 named therein
7 HERCULES INCORPORATED
NUMBER DESCRIPTION INCORPORATED BY REFERENCE TO ------ ----------- ---------------------------- 10-P Share Purchase Agreement, dated as of August 10, 2000, Exhibit 2-1, Current Report on Form 8-K, dated among CP Kelco ApS (formerly known as Hercules September 28, 2000 Copenhagen ApS), Hercules Investment ApS, Hercules Incorporated, Lehman FG Newco, Inc., WSP, Inc. and Hercules Holding BV/BVBA 10-Q Form of Change-of-Control Employment Agreements entered Exhibit 10-19, Registration Statement on Form into as of August 24, 2002 by Hercules Incorporated and S-4, filed August 9, 2001 each of Robert C. Flexon and Craig A. Rogerson. 10-R Resignation Agreement, dated as of October 17, 2000, Exhibit 10-20, Registration Statement on Form between Hercules Incorporated and Vincent J. Corbo S-4, filed August 9, 2001 10-S Letter Agreement, dated November 1, 2000, between Exhibit 10-21, Registration Statement on Form Hercules Incorporated and Harry J. Tucci S-4, filed August 9, 2001 10-T Letter Agreement, dated November 1, 2000, between Exhibit 10-B, Quarterly Report on Form 10-Q, Hercules Incorporated and Thomas L. Gossage filed May 16, 2001 10-U Employment Agreement, effective as of May 8, 2001, Exhibit 10-A, Quarterly Report on Form 10-Q, between Hercules Incorporated and William H. Joyce filed May 16, 2001 10-V Change-of-Control Employment Agreement, dated as of May Exhibit 10-24, Registration Statement on Form 8, 2001, by and between Hercules Incorporated and S-4, filed August 9, 2001 William H. Joyce 10-W Form of Change-of-Control Employment Agreement entered Exhibit 10-25, Registration Statement on Form into as of June 15, 2001 by Hercules Incorporated and S-4, filed August 9, 2001 Richard G. Dahlen 10-X Separation Agreement and General Release of Claims, Exhibit 10-26, Registration Statement on Form dated June 22, 2001, between Hercules Incorporated and S-4, filed August 9, 2001 June B. Barry 10-Y Separation Agreement and General Release of Exhibit 10-27, Registration Statement on Form S-4, Claims, dated June 21, 2001, between Hercules filed August 9, 2001 Incorporated and George MacKenzie 10-Z Change-of-Control Employment Agreement, dated as of Exhibit 10-28, Registration Statement on Form July 2, 2001, by and between Hercules Incorporated and S-4, filed August 9, 2001 Fred G. Aanonsen 10-Aa Stock and Asset Purchase Agreement, dated as of Exhibit 10.1, Current Report on Form 8-K, dated February 12, 2002, by and among Hercules February 12, 2002 Incorporated, General Electric Company and Falcon Acquisition Corp. 10-Bb Amendment 2002-1 to Amended and Restated Long Term Exhibit I, Notice of Annual Meeting and Proxy Incentive Compensation Plan Statement, dated May 15, 2002 10-Cc Amendment 2002-1 to Non-Employee Director Stock Exhibit II, Notice of Annual Meeting and Proxy Accumulation Plan Statement, dated May 15, 2002 10-Dd Credit Agreement, dated December 20, 2002, among Exhibit 10-Dd, Annual Report on Form 10-K, Hercules Incorporated, certain subsidiaries of filed March 31, 2003 Hercules, several banks and other financial institutions identified in the agreement and Credit Suisse First Boston, as administrative agent 10-Ee* Hercules Incorporated Compensation Benefits Grantor Trust Agreement for Management Employees
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NUMBER DESCRIPTION INCORPORATED BY REFERENCE TO ------ ----------- ---------------------------- 10-Ff* Hercules Incorporated Compensation Benefits Grantor Trust Agreement for Nonemployee Directors 10-Gg* Amended and Restated Hercules Incorporated Management Incentive Compensation Plan, dated February 21, 2003 21.1 Subsidiaries of Registrant See Part II, Item 8 on page 79 of Annual Report on Form 10-K, filed March 31, 2003 23.1 Consent of Independent Accountants Exhibit 23.1, Annual Report on Form 10-K, filed March 31, 2003 99.1 Certification of Chairman and Chief Executive Officer Exhibit 99.1, Annual Report on Form 10-K, Pursuant to 18. U.S.C. Section 1350, as adopted filed March 31, 2003 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 99.2 Certification of Vice President and Controller Pursuant Exhibit 99.2, Annual Report on Form 10-K, to 18. U.S.C. Section 1350, as adopted pursuant to filed March 31, 2003 Section 906 of the Sarbanes-Oxley Act of 2002 99.3 Certification of Chairman and Chief Executive Officer Exhibit 99.3, Annual Report on Form 10-K/A, Pursuant to 18. U.S.C. Section 1350, as adopted filed April 30, 2003 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 99.4 Certification of Vice President and Controller Pursuant Exhibit 99.4, Annual Report on Form 10-K/A, to 18. U.S.C. Section 1350, as adopted pursuant to filed April 30, 2003 Section 906 of the Sarbanes-Oxley Act of 2002 99.5* Certification of Vice President and Controller Pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 99.6* Certification of Chairman and Chief Executive Officer Pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
* Filed herewith 9