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U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING SEC File Number:
1-496-01
CUSIP Number:
427 097 209
(Check one:)
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR
For Period Ended: March 31, 1999
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the transition period ended: Not applicable
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Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: Not applicable
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PART I--REGISTRANT INFORMATION
Hercules Trust I
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Full Name of Registrant
Not applicable
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Former Name if Applicable
Hercules Plaza
1313 North Market Street
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Address of Principal Executive Office (Street and Number)
Wilmington, DE 19894-0001
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City, State and Zip Code
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PART II--RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort
or expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or
portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject
quarterly report on Form 10-Q, or portion thereof, will be
filed on or before the fifth calendar day following the
prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III--NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, Form
20-F, Form 11-K, Form 10-Q or Form N-SAR, or the transition report, or portion
thereof, could not be filed within the prescribed period. (Attach Extra Sheets
if Needed).
Hercules Trust I (the "Trust") is a wholly owned subsidiary of Hercules
Incorporated (the "Company"), a reporting company under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). On March 17, 1999, the Trust
issued and sold 14,500,000 of its 9.42% Trust Originated Preferred Securities
(the "Preferred Securities") to the public. In connection with the issuance and
sale of the Preferred Securities by the Trust, the Company entered into a
Preferred Securities Guarantee and other agreements, pursuant to which the
Company fully and unconditionally guaranteed the payment of distributions on and
liquidation and redemption payments relating to the Preferred Securities.
On April 12, 1999, the Trust and the Company submitted an inquiry
letter to the Office of Chief Counsel, Division of Corporation Finance,
requesting (i) an order from the Securities and Exchange Commission (the
"Commission") pursuant to Section 12(h) of the Exchange Act, exempting the Trust
from the periodic reporting requirements of Sections 13 and 15(d) of the
Exchange Act or (ii) confirmation from the Staff of the Commission's Division of
Corporation Finance that it will not recommend any enforcement action to the
Commission if the Trust does not comply with the periodic reporting requirements
of Sections 13 and 15(d) of the Exchange Act, despite the Trust's registration
of its Preferred Securities under the Securities Act of 1933, as amended (the
"Securities Act"), and under Section 12(b) of the Exchange Act. Such requests
have been granted to numerous registrants in positions similar to that of the
Trust.
Topic 1-G of Staff Accounting Bulletin No. 53 ("SAB 53") provides that
when (i) the issuer of guaranteed securities is wholly owned by the guarantor,
(ii) the issuer essentially has no independent operations, (iii) the guarantee
is full and unconditional and (iv) the parent guarantor is a reporting company
under the Exchange Act, the issuer subsidiary will be "conditionally exempted
pursuant to Section 12(h) of the Exchange Act from reporting obligations under
such Act." See SAB 53, n.2. Furthermore, the Commission recently proposed, in
Release Nos. 33-7649 and 34-41118, to codify in large part the foregoing
position through an amendment to Rule 3-10 of Regulation S-X and the adoption of
proposed Rule 12h-5 under the Exchange Act.
The Trust and the Company believe that they meet the requirements of
SAB 53 and of the rules proposed in Release Nos. 33-7649 and 34-41118 and that
the Trust will be exempted under Section 12(h) of the Exchange Act from the
reporting requirements of Sections 13 and 15(d) of the Exchange Act. For this
reason, the expense of preparing a potentially unnecessary Form 10-Q would be
unreasonable.
PART IV--OTHER INFORMATION
(l) Name and telephone number of person to contact in regard to this
notification
Justin P. Klein 215 864-8606
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(Name) (Area code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
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(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[ ] Yes [X] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
Hercules Trust I
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: May 18, 1999 By: /s/ Israel J. Floyd
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Israel J. Floyd, Administrative Trustee
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).
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