BETZDEARBORN INC
8-K, 1998-10-06
MISCELLANEOUS CHEMICAL PRODUCTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              ------------------







                                    FORM 8-K

                                 CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported): October 5, 1998


                                BETZDEARBORN INC.
               (Exact Name of Registrant as Specified in Charter)


    Pennsylvania                1-11558                        23-1503731
  (State Or Other             (Commission                    (IRS Employer
  Jurisdiction Of             File Number)                 Identification No.)
  Incorporation)


         4636 Somerton Road, Trevose, Pennsylvania   19053-6783
          (Address of Principal Executive Offices)   (Zip Code)


Registrant's telephone number, including area code    (215) 355-3300



<PAGE>

ITEM 5.     DISCLOSURE.

            On October 5, 1998, BetzDearborn Inc. and Hercules Incorporated
issued a press release, a copy of which is filed as Exhibit 99.1 to this Form
8-K and is incorporated herein by this reference.

ITEM 7.      FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
             EXHIBITS.

Exhibit 99.1 Press Release dated October 5, 1998.



<PAGE>

                                   SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                               BETZDEARBORN INC.

Date: October 6, 1998                          By:  /s/ Linda R. Hansen
                                               Vice President, General Counsel
                                               and Secretary   



<PAGE>


                                  EXHIBIT INDEX

Exhibit No.       Title

Exhibit 99.1 Press Release dated October 5, 1998.


                       HERCULES AND BETZDEARBORN ANNOUNCE
                     EUROPEAN COMMISSION APPROVAL OF MERGER




WILMINGTON, DE and TREVOSE, PA, October 5, 1998 - Hercules Incorporated (NYSE:
HPC) and BetzDearborn Inc. (NYSE: BTL) announced today that the Commission of
the European Communities has cleared the proposed merger transaction involving
Hercules and BetzDearborn. In addition, the expiration of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act occurred on September 23,
1998. Consummation of the merger also requires approval by BetzDearborn
shareholders and satisfaction or waiver of other conditions to the merger set
forth in the Hercules/BetzDearborn merger agreement. A meeting of the
shareholders of BetzDearborn Inc. is scheduled for October 8, 1998. Hercules and
BetzDearborn currently intend for the closing of the merger to be on October 15,
1998.

This news release contains forward-looking statements and notice is included
here to provide safe harbor under the Private Securities Litigation Reform Act
of 1995.



HERCULES:
Media Contact:  Claire LaMar Carey (302) 594-6030, [email protected]
Investor Contact:  Bob Gallant (302) 594-5254, [email protected]

BETZDEARBORN:
Media Contact:  R. J. Palangio (215) 953-2417
Investor Contact:  W. T. Drury (215) 953-2355



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