-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, GXfMfoGyspQxxfGxmCMKGnGBWloDSj6ES1lVZsoVmLOtuLzG6qSH51xwSOfjis8U Twc8pWd1koXPwlgn0DWhEg== 0000893220-95-000432.txt : 199507030000893220-95-000432.hdr.sgml : 19950703 ACCESSION NUMBER: 0000893220-95-000432 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950630 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HERCULES INC CENTRAL INDEX KEY: 0000046989 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 510023450 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00496 FILM NUMBER: 95551440 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 ROOM 6471 NE CITY: WILMINGTON STATE: DE ZIP: 19894 FORMER COMPANY: FORMER CONFORMED NAME: HERCULES POWDER CO DATE OF NAME CHANGE: 19680321 11-K 1 HERCULES, INC. FORM 11-K SAVINGS & INVESTMENT PLAN 1 COMMISSION FILE NO. 1-496 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994 Title of the plan: -------------------- HERCULES INCORPORATED SAVINGS AND INVESTMENT PLAN Issuer of the securities held pursuant to the plan: ----------------------------------------------------- HERCULES INCORPORATED Hercules Plaza 1313 North Market Street Wilmington, Delaware 19894 2 HERCULES INCORPORATED SAVINGS AND INVESTMENT PLAN --------------------------------------------------- FINANCIAL STATEMENTS ---------------------- STATEMENT OF ASSETS, LIABILITIES, AND PLAN EQUITY December 31, 1994 and 1993 STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY Years ended December 31, 1994, 1993 and 1992 For ANNUAL REPORT FORM 11-K 1 3 HERCULES INCORPORATED SAVINGS AND INVESTMENT PLAN STATEMENT OF ASSETS, LIABILITIES AND PLAN EQUITY WITH FUND INFORMATION DECEMBER 31, 1994
HERCULES BLENDED FIDELITY INCORPORATED INTEREST RATE EQUITY BALANCED MAGELLAN GOV'T LOAN COMMON STOCK SAVINGS FUND FUND ASSET FUND FUND BOND FUND FUND TOTAL ASSETS Investments $115,968,503(a) $297,707,734 $38,249,289(b) $3,803,098(c) $24,599,610(d) $4,641,771(e) $18,072,657(f) $503,042,662 Receivable from Company 21,469 (15,226) 2,083 48,519 (1,522) 2,371 0 57,694 Cash 690,490 12,275,974 346,172 40,308 281,788 52,402 40,489 13,727,623 ------------ ------------ ----------- ---------- ----------- ---------- ----------- ------------ Total Assets $116,680,462 $309,968,482 $38,597,544 $3,891,925 $24,879,876 $4,696,544 $18,113,146 $516,827,979 ============ ============ =========== ========== =========== ========== =========== ============ LIABILITIES & EQUITY Liability for Withdrawals $ 1,008,111 $ 6,784,099 $ 640,552 $ 17,946 $ 300,517 $ 66,467 $ 397,473 $ 9,215,165 Advances from Company 28,559 0 0 37,540 0 0 0 66,099 Plan Equity 115,643,792 303,184,383 37,956,992 3,836,439 24,579,359 4,630,077 17,715,673 507,546,715 ------------ ------------ ------------ ---------- ----------- ---------- ----------- ------------ Total Liabilities & Equity $116,680,462 $309,968,482 $38,597,544 $3,891,925 $24,879,876 $4,696,544 $18,113,146 $516,827,979 ============ ============ ============ ========== =========== ========== =========== ============
DECEMBER 31, 1993 HERCULES BLENDED FIDELITY INCORPORATED INTEREST RATE EQUITY BALANCED MAGELLAN GOV'T LOAN COMMON STOCK SAVINGS FUND FUND ASSET FUND FUND BOND FUND FUND TOTAL ASSETS Investments $128,716,516(a) $314,751,911 $39,187,215(b) $2,256,518(c) $17,040,260(d) $4,936,156(e) $18,983,525(f) $525,872,101 Receivable from Company 211,067 2,045,828 121,335 14,521 1,087,124 16,188 0 3,496,063 Cash 1,004,363 6,609,727 668,632 98,121 1,682,135 83,113 298,226 10,444,317 ------------ ------------ ----------- ---------- ----------- ----------- ----------- ------------ Total Assets $129,931,946 $323,407,466 $39,977,182 $2,369,160 $19,809,519 $5,035,457 $19,281,751 $539,812,481 ============ ============ =========== ========== =========== ========== =========== ============ LIABILITIES & EQUITY Liability for Withdrawals $ 176,356 $ 2,941,673 $ 524,319 $ 1,198 $ 83,200 $ 21,868 $ 821,576 $ 4,570,190 Advances from Company 344,641 894,984 19,880 13,330 864,745 0 0 2,137,580 Plan Equity 129,410,949 319,570,809 39,432,983 2,354,632 18,861,574 5,013,589 18,460,175 533,104,711 ------------ ------------ ----------- ---------- ----------- ---------- ----------- ------------ Total Liabilities & Equity $129,931,946 $323,407,466 $39,977,182 $2,369,160 $19,809,519 $5,035,457 $19,281,751 $539,812,481 ============ ============ =========== ========== =========== ========== =========== ============
(a) At fair value. Cost: 1994, $49,364,025 1993, $50,450,910 Shares: 1994, 3,012,168 1993, 3,405,199 (b) At fair value. Cost: 1994, $30,018,711 1993, $30,764,416 (c) At fair value. Cost: 1994, $3,979,476 1993, $2,249,488 (d) At fair value. Cost: 1994, $25,765,510 1993, $16,798,135 (e) At fair value. Cost: 1994, $4,515,388 1993, $4,817,017 (f) Represents loans to plan participants.
The accompanying notes are an integral part of the financial statements. 2 4 HERCULES INCORPORATED SAVINGS AND INVESTMENT PLAN STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY WITH FUND INFORMATION YEAR ENDED DECEMBER 31, 1994
HERCULES BLENDED FIDELITY INCORPORATED INTEREST RATE EQUITY BALANCED MAGELLAN GOV'T LOAN COMMON STOCK SAVINGS FUND FUND ASSET FUND FUND BOND FUND FUND TOTAL CONTRIBUTIONS Participating Employees $ 2,399,459 $ 15,441,854 $ 3,368,547 $ 347,896 $ 2,450,782 $ 533,315 $ 0 $ 24,541,853 Company Contributions 8,688,258 0 0 0 0 0 0 8,688,258 ------------ ------------ ----------- ---------- ----------- ---------- ----------- ------------ Subtotal Contributions 11,087,717 15,441,854 3,368,547 347,896 2,450,782 533,315 0 33,230,111 Interplan Transfers 755,632 23,624,171 455,888 9,290 (184,362) (149,227) (201,206) 24,310,186 Investment Income: Cash Dividends 2,297,887 68,351 0 103,000 928,900 0 0 3,398,138 Interest 48,034 21,452,338 6,687 1,732 3,778 1,451 1,461,538 22,975,558 Change in Market Value 1,157,555 3,275 484,814 (184,911) (1,425,825) 15,212 0 50,120 ------------ ------------ ----------- ---------- ----------- ---------- ----------- ------------- Total $ 15,346,825 $ 60,589,989 $ 4,315,936 $ 277,007 $ 1,773,273 $ 400,751 $ 1,260,332 $ 83,964,113 ============ ============ =========== ========== =========== ========== =========== ============= WITHDRAWALS $(16,892,888) $(82,819,260) $(5,037,241) $ (202,938) $(2,203,626) (771,459) $(1,594,697) $(109,522,109) Interfund Transfers (12,221,094) 5,842,845 (754,686) 1,407,738 6,148,138 (12,804) 410,137 0 ------------ ------------ ---------- ---------- ----------- ---------- ----------- ------------- Change in Plan Equity (13,767,157) (16,386,426) (1,475,991) 1,481,807 5,717,785 (383,512) (744,502) (25,557,996) Plan Equity, Dec. 31, 1993 129,410,949 319,570,809 39,432,983 2,354,632 18,861,574 5,013,589 18,460,175 533,104,711 Plan Equity, Dec. 31, 1994 $115,643,792 $303,184,383 $37,956,992 $3,836,439 $24,579,359 $4,630,077 17,715,673 $507,546,715 ============ ============ =========== ========== =========== ========== =========== =============
YEAR ENDED DECEMBER 31, 1993 HERCULES BLENDED FIDELITY INCORPORATED INTEREST RATE EQUITY BALANCED MAGELLAN GOV'T LOAN COMMON STOCK SAVINGS FUND FUND ASSET FUND FUND BOND FUND FUND TOTAL Contributions: Participating Employees $ 1,556,211 $ 18,518,991 $ 4,114,550 $ 145,163 $ 1,118,723 $ 643,499 $ 0 $ 26,097,137 Company Contributions 10,906,326 0 0 0 0 0 0 10,906,326 ------------- ------------ ----------- ---------- ----------- ----------- ----------- ------------ $ 12,462,537 $ 18,518,991 $ 4,114,550 $ 145,163 $ 1,118,723 $ 643,499 $ 0 $ 37,003,463 Interplan Transfers 1,064,589 23,299,237 2,096,507 0 4,051,278 6,260 1,546,388 32,064,259 Investment Income: Cash Dividends 2,907,669 0 0 13,330 1,089,151 0 0 4,010,150 Interest 48,612 22,000,435 10,102 1,806 7,053 68,460 1,506,651 23,643,119 Change in Market Value 62,819,424 0 3,673,129 22,270 266,814 121,165 0 66,902,802 ------------ ------------ ----------- ---------- ----------- ---------- ----------- ------------- Total $ 79,302,831 $ 63,818,663 $ 9,894,288 $ 182,569 $ 6,533,019 $839,384 $ 3,053,039 $163,623,793 Withdrawals (7,336,948) (28,698,002) (3,136,274) (36,837) (252,772) (827,037) (585,535) (40,873,405) Interfund Transfers (28,606,655) 12,572,960 236,266 2,208,900 12,581,327 (20,387) 1,027,589 0 ------------ ------------ ----------- ---------- ----------- ---------- ----------- ------------ Change in Plan Equity 43,359,228 47,693,621 6,994,280 2,354,632 18,861,574 (8,040) 3,495,093 122,750,388 Plan Equity, Dec. 31, 1992 86,051,721 271,877,188 32,438,703 0 0 5,021,629 14,965,082 410,354,323 ------------ ------------ ----------- ---------- ----------- ---------- ----------- ------------ Plan Equity, Dec. 31, 1993 $129,410,949 $319,570,809 $39,432,983 $2,354,632 $18,861,574 $5,013,589 $18,460,175 $533,104,711 ============ ============ =========== ========== =========== ========== =========== ============
The accompanying notes are an integral part of the financial statements 3 5 HERCULES INCORPORATED SAVINGS AND INVESTMENT PLAN STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY WITH FUND INFORMATION Year Ended December 31, 1992
HERCULES BLENDED INCORPORATED INTEREST RATE MONEY COMMON SAVINGS EQUITY MARKET LOAN STOCK FUND FUND FUND FUND TOTAL Contributions: Participating Employees $3,884,619 $18,406,755 $3,644,561 $728,073 $ 0 $26,664,008 Company Contributions 8,089,385 0 0 0 0 8,089,385 ----------- ----------- ---------- --------- ----------- ----------- 11,974,004 18,406,755 3,644,561 728,073 0 34,753,393 Interplan Transfers 1,035,945 2,648,253 193,977 39,055 0 3,917,230 Investment Income: Cash Dividends 3,164,811 0 0 0 0 3,164,811 Interest 24,008 21,753,986 7,007 193,879 1,685,993 23,664,873 Change in Market Value 19,170,423 0 2,391,045 0 0 21,561,468 ----------- ----------- ---------- --------- ----------- ----------- Total 35,369,191 42,808,994 6,236,590 961,007 1,685,993 87,061,775 Withdrawals (10,875,911) (41,035,198) (4,421,739) (928,257) (1,688,989) (58,950,094) Interfund Transfers (19,820,025) 16,305,837 1,870,909 (222,701) 1,865,980 0 ----------- ----------- ---------- --------- ----------- ------------ Change in Plan Equity 4,673,255 18,079,633 3,685,760 (189,951) 1,862,984 28,111,681 Plan Equity, December 31, 1991 81,378,466 253,797,555 28,752,943 5,211,580 13,102,098 382,242,642 ----------- ----------- ----------- ---------- ----------- ----------- Plan Equity, December 31, 1992 $86,051,721 $271,877,188 $32,438,703 $5,021,629 $14,965,082 $410,354,323 =========== ============ =========== ========== =========== ============
The accompanying notes are an integral part of the financial statements. 4 6 NOTES TO FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The financial statements of the Plan are prepared under the accrual method of accounting. Investments in the Plan are carried at fair value. The fair value of the common stock of Hercules Incorporated is based upon the price at which the stock closed on the New York Stock Exchange on the last business day of the year. The Blended Interest Rate Savings Fund is carried at cost plus accrued interest which is equivalent to fair value. The market value of the Equity Fund, the Balanced Asset Fund, the Government Bond Fund and the Fidelity Magellan Fund is based on the fair value of the underlying securities held by the fund. Purchases and sales of securities are recorded on a trade-date basis, interest income is recorded on the accrual basis and dividends are recorded on the ex-dividend date. Withdrawals are recorded upon distribution. The Plan provides that participants who retire from the Company may elect, upon retirement, an Optional Valuation Date (OVD) for determining their final withdrawal. The OVD is the last business day of any month following retirement up to age 70 in which the distribution is requested. The liability for such withdrawals is reflected in the financial statements on the Optional Valuation Date. The Plan presents in the statement of income and changes in plan equity the net appreciation (depreciation) in fair value of its investments (under the caption Change in Market Value), which consists of the realized gains or losses and the change in unrealized appreciation (depreciation) on those investments. The unrealized appreciation (depreciation) for all investments at December 31, 1994, December 31, 1993, December 31, 1992, and January 1, 1992 was $73,619,161, $87,056,699, $35,861,479, and $22,458,111, respectively. 2. INVESTMENT PROGRAM At time of enrollment in the Plan, a participant, by giving written notice to the Trustee, shall direct the investment of his monthly savings in any of the following, or a combination thereof, providing his monthly savings in any one medium selected is not less than 20% of the total amount saved and is stated in 5% increments. During May 1993, the Money Market Fund was eliminated and a U.S. Government Bond Fund, a Balanced Asset Management Fund and a Long-Term Capital Appreciation (Fidelity Magellan) Fund were added as investment media under the Plan. Participants with balances in the Money Market Fund were provided the option to transfer their balances to other investment funds or have their balances automatically transferred to the new U.S. Government Bond Fund. The following investment medium are available under the Savings and Investment Plan. 1. Hercules Incorporated Common Stock. 2. A Blended Interest Rate Savings Fund, wherein savings so directed are deposited with various major insurance companies, who guarantee the payment of principal. For 1994, the blended yield of these contracts was approximately 7.1%. 3. Equity Fund. This Fund is made up of substantially all the stocks that make up the Standard and Poor's 500 Index in such a mix as to track as closely as possible the movement of the Index. 4. U.S. Government Bond Fund, which invests in U.S. Treasury and Agency issues and fully insured savings bank deposits. 5. Balanced Asset Management Fund, which invests in a managed portfolio of stocks, bonds and money market instruments. 6. Fidelity Magellan Fund is a Long-Term Capital Appreciation (Fidelity) Fund, which invests in common stocks, and securities convertible to common stock, issued by companies operating in the U.S. and abroad as well as foreign companies. The Company contribution, as defined in the Plan, is equal to 50% of that portion of the participants' contribution which does not exceed 6% of earnings or base pay and must be invested in common stock of Hercules Incorporated. There were 9,049 participants at December 31, 1994 who participated in one or more of the six investment media. At December 31, 1994 the number of participants selecting each of the investment media for their contributions was as follows: Hercules Incorporated Common Stock . . . . . . . . . 5,849 Blended Interest Rate Savings Fund . . . . . . . . . 5,046 Equity Fund . . . . . . . . . . . . . . . . . . . . . 1,626 Balanced Asset Fund . . . . . . . . . . . . . . . . . 285 Fidelity Magellan Fund . . . . . . . . . . . . . . . . 1,049 Government Bond Fund . . . . . . . . . . . . . . . . . 397
5 7 3. INTERPLAN TRANSFERS Interplan transfers represent transfers from acquired company plans and the Hercules Incorporated Employee Savings Plan and rollovers of new employees' distributions from defined contribution plans. Effective January 1, 1993, the net assets of the Capital Accumulation Plan (approximately $31 MM) of the Aqualon Company (a wholly-owned subsidiary of Hercules Incorporated) were transferred to the Hercules Incorporated Savings and Investment Plan. Participant's benefits under the plan were substantially unaffected by the transfer of net assets. 4. TAX STATUS The United States Treasury Department advised on February 17, 1987, that the Plan as amended through January 1, 1985 is a qualified trust under Section 401(a) of the Internal Revenue Code and is therefore exempt from Federal income taxes under provisions of Section 501(a) of the code. The Federal Income Tax status of the employee is covered under the caption "Federal Tax Aspects" of the Summary Plan Description dated November 1, 1990 and supplemented by periodic benefit updates. 5. INVESTMENTS Investments that represent five percent or more of Plan Equity at December 31, 1994 or 1993 are as follows:
1994 1993 ---- ---- Hercules Incorporated Common Stock $115,968,503 $128,716,516 Bankers Trust Equity Index Fund $38,249,289 $39,187,215 Group Annuity Contract with Peoples Life Insurance Company (#BDA 00002TR) $36,743,923 $44,473,712 Group Annuity Contract with Provident Life and Accident Insurance Company (#630-05537) $29,629,378 $29,567,082
6. SUBSEQUENT EVENT On March 15, 1995 Hercules completed the sale of its Aerospace business to Alliant Techsystems Inc. (Alliant). The sale agreement provided for a transfer of fund assets (approximately $200 million) and assumption of fund liabilities to Alliant as of April 1, 1995. 6 8 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors, Hercules Incorporated, Wilmington, Delaware We have audited the accompanying statements of assets, liabilities and plan equity with fund information of Hercules Incorporated Savings and Investment Plan as of December 31, 1994 and 1993, and the related statements of income and changes in plan equity with fund information for each of the three years in the period ended December 31, 1994. These financial statements are the responsibility of the Plan's administrators. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Hercules Incorporated Savings and Investment Plan as of December 31, 1994 and 1993, and its income and changes in plan equity for each of the three years in the period ended December 31, 1994 in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The fund information in the accompanying statements of assets, liabilities, and plan equity of the Hercules Incorporated Savings and Investment Plan and the related statements of income and changes in plan equity is presented for purposes of additional analysis rather than to present the financial position and income and changes in plan equity of each fund. The fund information has been subjected to the auditing procedures applied in the audits of the basic financial statements and in our opinion are fairly stated in all material respects in relation to the basic financial statements taken as a whole. 2400 Eleven Penn Center Coopers & Lybrand L.L.P Philadelphia, Pennsylvania 19103 June 28, 1995 7 9 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed by the undersigned thereunto duly authorized. HERCULES INCORPORATED SAVINGS AND INVESTMENT PLAN ------------------------------------------------- H. Eugene McBrayer, Chairman Finance Committee, Hercules Incorporated, Plan Administrator Date: June 28, 1995 8 10 EXHIBIT INDEX Number Description 23 Consent of Independent Accountants. 9 EX-23 2 CONSENT OF INDEPENDENT ACCOUNTANTS 1 EXHIBIT 23. CONSENT OF INDEPENDENT ACCOUNTANTS. We consent to the incorporation by reference in the registration statement of Hercules Incorporated on Form S-8 (Registration No. 33-37279) of our report dated June 28, 1995 on our audits of the financial statements of Hercules Incorporated Savings and Investment Plan as of December 31, 1994 and 1993 and for each of the three years in the period ended December 31, 1994, which report is included in this Annual Report on Form 11-K. 2400 Eleven Penn Center Coopers & Lybrand L.L.P. Philadelphia, Pennsylvania 19103 June 28, 1995 10 -----END PRIVACY-ENHANCED MESSAGE-----