-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PSsCKPaH19XmUYhJtY09K8RyvIQ3dhcOrIdlO4L0/hb4e9Of1upsV9WjCW8jl3HM NQg6SAiJlnxwgjiXDoEySQ== 0000893220-99-001104.txt : 19990927 0000893220-99-001104.hdr.sgml : 19990927 ACCESSION NUMBER: 0000893220-99-001104 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990924 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HERCULES INC CENTRAL INDEX KEY: 0000046989 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 510023450 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-29225 FILM NUMBER: 99717044 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 STREET 2: RM 8151 NW CITY: WILMINGTON STATE: DE ZIP: 19894-0001 FORMER COMPANY: FORMER CONFORMED NAME: HERCULES POWDER CO DATE OF NAME CHANGE: 19680321 POS AM 1 POST-EFFECTIVE AMENDMENT #1 TO FORM S-3 1 As filed with the Securities and Exchange Commission on September 24, 1999 Registration No. 333-29225 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------------- HERCULES INCORPORATED (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 51-0023450 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) HERCULES PLAZA 1313 NORTH MARKET STREET WILMINGTON, DELAWARE 19894-0001 TELEPHONE: 302-594-5000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------------ Israel J. Floyd, Esquire Copy to: Secretary Hercules Incorporated Justin P. Klein, Esquire Hercules Plaza Ballard Spahr Andrews & Ingersoll, LLP 1313 North Market Street 1735 Market Street, 51st Floor Wilmington, DE 19894-0001 Philadelphia, PA 19103 Telephone: 302-594-5128 Telephone: 215-864-8606 (Agent for service) ------------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to time after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [___] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [___] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [___] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [___] 2 EXPLANATORY NOTE On July 23, 1997, Hercules Incorporated (the "Company") filed Amendment No. 1 to its Registration Statement on Form S-3 (No. 333-29225) (the "1997 Registration Statement") to register debt securities in an aggregate principal amount of $500,000,000 (the "Debt Securities") to be offered for sale to the public from time to time pursuant to Rule 415. Presently, an aggregate principal amount of $300,000,000 of the Debt Securities remains registered but unissued (the "Unsold Debt Securities"). On September 15, 1998, the Company filed its Registration Statement on Form S-3 (No. 333-63423) (as amended by Amendment No. 1 to the Company's Registration Statement on Form S-3 filed on October 29, 1998 and by Post-Effective Amendment No. 1 to the Company's Registration Statement on Form S-3 filed on November 9, 1998, the "1998 Registration Statement") to register $3,000,000,000 of its Offered Securities (as defined in the 1998 Registration Statement). Pursuant to Rule 429 promulgated under the Securities Act of 1933, as amended, the Unsold Debt Securities are being carried forward in the 1998 Registration Statement. The 1997 Registration Statement indicated that the Debt Securities would be issued pursuant to an indenture dated as of May 15, 1993 (the "1993 Indenture"), between the Company and Mellon Bank, N.A., as trustee, a copy of which was an exhibit to the 1997 Registration Statement. As of the date of the effectiveness of this Post-Effective Amendment No. 1, the Unsold Debt Securities may be issued as unsecured senior debt securities, unsecured subordinated debt securities or unsecured junior subordinated debt securities of the Company and will be issued under the Senior Debt Indenture (the "Senior Debt Indenture"), the Subordinated Debt Indenture ("Subordinated Debt Indenture") or the Junior Subordinated Debenture Indenture (the "Junior Subordinated Debenture Indenture"), each between the Company and The Chase Manhattan Bank, as trustee (collectively the "Indentures"), as described in the 1998 Registration Statement. As of the date of the effectiveness of this Post-Effective Amendment No. 1, the specific terms of the Unsold Debt Securities and the Indentures will be as set forth in the prospectus contained in the 1998 Registration Statement and any amendment or prospectus supplement thereto. 2 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware, on September 23, 1999. HERCULES INCORPORATED By: /s/ Vincent J. Corbo --------------------------- Vincent J. Corbo President, Chief Executive Officer and Chief Operating Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Capacity Date --------- -------- ---- /s/ Vincent J. Corbo Director, Principal Executive Officer September 23, 1999 - ------------------------------ (President, Chief Executive Officer and Vincent J. Corbo Chief Operating Officer) * Principal Financial Officer September 23 , 1999 - ------------------------------ (Senior Vice President and George MacKenzie Chief Financial Officer) /s/ Michael J. Scott Principal Accounting Officer September 23 , 1999 - ------------------------------ (Vice President and Controller) Michael J. Scott * Director September 23, 1999 - ------------------------------ R. Keith Elliott Director September ___, 1999 - ------------------------------ John G. Drosdick * Director September 23, 1999 - ------------------------------ Richard M. Fairbanks Director September ___, 1999 - ------------------------------ Alan R. Hirsig
II-1 4
Signature Capacity Date --------- -------- ---- * Director September 23, 1999 - ------------------------------ Edith E. Holiday Director September ___, 1999 - ------------------------------ Robert G. Jahn * Director September 23, 1999 - ------------------------------ Gaynor N. Kelley * Director September 23, 1999 - ------------------------------ Ralph L. MacDonald, Jr. Director September ___, 1999 - ------------------------------ H. Eugene McBrayer * Director September 23, 1999 - ------------------------------ Peter McCausland Director September ___, 1999 - ------------------------------ John A. H. Shober * Director September 23, 1999 - ------------------------------ Paula A. Sneed *By: /s/ Israel J. Floyd ------------------------------ (Israel J. Floyd as attorney-in-fact for the persons indicated)
II-2 5 EXHIBIT INDEX
Exhibit Number Description ------ ----------- 4.1 Form of Senior Debt Indenture between the Company and The Chase Manhattan Bank, as Trustee (incorporated by reference to Exhibit 4.2 of Amendment No. 1 to the Company's Registration Statement on Form S-3 No. 333-63423 filed on October 29, 1998) 4.2 Form of Subordinated Debt Indenture between the Company and The Chase Manhattan Bank, as Trustee (incorporated by reference to Exhibit 4.3 of Amendment No. 1 to the Company's Registration Statement on Form S-3 No. 333-63423 filed on October 29, 1998) 4.3 Form of Junior Subordinated Debentures Indenture between the Company and The Chase Manhattan Bank, as Trustee (incorporated by reference to Exhibit 4.4 of Amendment No. 1 to the Company's Registration Statement on Form S-3 No. 333-63423 filed on October 29, 1998) 4.4+ Form of Senior Debt Security 4.5+ Form of Subordinated Debt Security 4.6+ Form of Junior Subordinated Debenture 23.1 Consent of PricewaterhouseCoopers, LLP 25.1 Form T-1, Statement of Eligibility of Trustee of The Chase Manhattan Bank, as Trustee under the Senior Debt Indenture (incorporated by reference to Exhibit 25.1 of Amendment No. 1 to the Company's Registration Statement on Form S-3 No. 333-63423 filed on October 29, 1998) 25.2 Form T-1, Statement of Eligibility of Trustee of The Chase Manhattan Bank, as Trustee under the Subordinated Debt Indenture (incorporated by reference to Exhibit 25.2 of Amendment No. 1 to the Company's Registration Statement on Form S-3 No. 333-63423 filed on October 29, 1998) 25.3 Form T-1, Statement of Eligibility of Trustee of The Chase Manhattan Bank, as Trustee under the Junior Subordinated Debenture Indenture (incorporated by reference to Exhibit 25.3 of Amendment No. 1 to the Company's Registration Statement on Form S-3 No. 333-63423 filed on October 29, 1998)
- -------------------- + To be filed by amendment to the Company's Registration Statement on Form S-3 No. 333-63423 or under a subsequent Current Report on Form 8-K. EX-23.1 2 CONSENT OF PRICEWATERHOUSECOOPERS, LLP 1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 (Registration No. 333-29225) of our report dated February 19, 1999, relating to the consolidated financial statements, which appears in the 1998 Annual Report to the Shareholders of Hercules Incorporated, which is incorporated in the Annual Report on Form 10-K for the year ended December 31, 1998. We also consent to the incorporation by reference of our report dated February 19, 1999 relating to the financial statement schedule which appears in such Annual Report on Form 10-K. /s/ PricewaterhouseCoopers LLP Philadelphia, Pennsylvania September 23, 1999 -----END PRIVACY-ENHANCED MESSAGE-----