<PAGE> 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, 1995
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
<PAGE> 2
HERCULES INCORPORATED SAVINGS AND INVESTMENT PLAN
--------------------------------------------------------------
FINANCIAL STATEMENTS
--------------------------------------------
STATEMENT OF ASSETS, LIABILITIES, AND PLAN EQUITY
December 31, 1995 and 1994
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
Years ended December 31, 1995, 1994, and 1993
For
ANNUAL REPORT
FORM 11-K
1
<PAGE> 3
HERCULES INCORPORATED SAVINGS AND INVESTMENT PLAN
STATEMENT OF ASSETS, LIABILITIES, AND PLAN EQUITY WITH FUND INFORMATION
DECEMBER 31, 1995
<TABLE>
<CAPTION>
HERCULES
INCORPORATED BLENDED
COMMON INTEREST RATE EQUITY BALANCED
STOCK SAVINGS FUND FUND ASSET FUND
---------------------------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS
Investments $100,439,798(a) $153,802,968 $30,778,359(b) $3,771,170(c)
Receivable from Company (19,061) (45,125) 22,496 (1,219)
Cash 1,538,304 4,599,287 182,040 31,468
------------ ------------ ----------- ----------
Total Assets $101,959,041 $158,357,130 $30,982,895 $3,801,419
============ ============ =========== ==========
LIABILITIES & EQUITY
Other Liabilities $ 0 $ 2,709,859 $ 401,477 $ 737
Plan Equity 101,959,041 155,647,271 30,581,418 3,800,682
------------ ------------ ----------- ----------
Total Liabilities & Equity $101,959,041 $158,357,130 $30,982,895 $3,801,419
============ ============ =========== ==========
</TABLE>
<TABLE>
<CAPTION>
FIDELITY
MAGELLAN GOV'T
FUND BOND FUND LOAN FUND TOTAL
----------------- --------------- ---------------- -----------------
<S> <C> <C> <C> <C>
ASSETS
Investments $26,518,658(d) $2,726,446(e) $9,995,295(f) $328,032,694
Receivable from Company 26,010 448 0 (16,451)
Cash 178,953 25,043 (39,658) 6,515,437
------------ ---------- ---------- ------------
Total Assets $26,723,621 $2,751,937 $9,955,637 $334,531,680
=========== ========== =========== ============
LIABILITIES & EQUITY
Other Liabilities $ 5,833 $ 63,032 $ 30,505 $ 3,211,443
Plan Equity 26,717,788 2,688,905 9,925,132 331,320,237
------------ ----------- ----------- ------------
Total Liabilities & Equity $26,723,621 $2,751,937 $9,955,637 $334,531,680
=========== ========== ========== ============
</TABLE>
(a) At fair value. Cost: $33,427,384. Shares: 1,781,637.
(b) At fair value. Cost: $19,235,342.
(c) At fair value. Cost: $3,580,959.
(d) At fair value. Cost: $23,075,217.
(e) At fair value. Cost: $2,516,930.
(f) Represents loans to plan participants.
The accompanying notes are an integral part of the financial statements.
2
<PAGE> 4
HERCULES INCORPORATED SAVINGS AND INVESTMENT PLAN
STATEMENT OF ASSETS, LIABILITIES, AND PLAN EQUITY WITH FUND INFORMATION
DECEMBER 31, 1994
<TABLE>
<CAPTION>
HERCULES
INCORPORATED BLENDED
COMMON INTEREST RATE EQUITY BALANCED
STOCK SAVINGS FUND FUND ASSET FUND
---------------------------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS
Investments $ 115,968,503(a) $297,707,734 $ 38,249,289(b) $ 3,803,098(c)
Receivable from Company 21,469 (15,226) 2,083 48,519
Cash 690,490 12,275,974 346,172 40,308
------------- ------------ ------------ -----------
Total Assets $116,680,462 $309,968,482 $38,597,544 $3,891,925
============ ============ =========== ==========
LIABILITIES & EQUITY
Other Liabilities $ 0 $ 140,628 $ 305,446 $ 428
Advances from Company 28,559 0 0 37,540
Plan Equity 116,651,903 309,827,854 38,292,098 3,853,957
------------- ------------ ----------- ----------
Total Liability & Equity $116,680,462 $309,968,482 $38,597,544 $3,891,925
============ ============ =========== ==========
</TABLE>
<TABLE>
<CAPTION>
FIDELITY
MAGELLAN GOV'T
FUND BOND FUND LOAN FUND TOTAL
------------------------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS
Investments $ 24,599,610(d) $4,641,771(e) $18,072,657(f) $503,042,662
Receivable from Company (1,522) 2,371 0 57,694
Cash 281,788 52,402 40,489 13,727,623
------------ ----------- ------------ ------------
Total Assets $ 24,879,876 $4,696,544 $18,113,146 $516,827,979
============ ========== =========== ============
LIABILITIES & EQUITY
Other Liabilities $ 27,773 $ 27,498 $ 30,506 $ 532,279
Advances from Company 0 0 0 66,099
Plan Equity 24,852,103 4,669,046 18,082,640 516,229,601
----------- ----------- ------------ ------------
Total Liability & Equity $ 24,879,876 $4,696,544 $18,113,146 $516,827,979
============ ========== =========== ============
</TABLE>
(a) At fair value. Cost: $49,364,025. Shares: 3,012,168.
(b) At fair value. Cost: $30,018,711.
(c) At fair value. Cost: $3,979,476.
(d) At fair value. Cost: $25,765,510.
(e) At fair value. Cost: $4,515,388.
(f) Represents loans to plan participants.
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 5
HERCULES INCORPORATED SAVINGS AND INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
HERCULES
INCORPORATED BLENDED
COMMON INTEREST RATE EQUITY BALANCED
STOCK SAVINGS FUND FUND ASSET FUND
----------------------------------------------------------------------
<S> <C> <C> <C> <C>
CONTRIBUTIONS:
Participating Employees $ 2,044,372 $ 8,415,340 $ 2,098,708 $ 248,434
Company Contributions 5,430,975 0 0 0
-------------- -------------- ------------- ------------
Subtotal Contributions 7,475,347 8,415,340 2,098,708 248,434
Interplan Transfers 2,523,182 27,580,292 (400,632) 77,310
Investment Income:
Cash Dividends 1,944,229 0 0 210,050
Interest 73,087 12,570,549 3,039 2,383
Change in Market Value 12,170,632 144,991 4,510,316 441,711
-------------- -------------- ------------- ------------
Total $ 24,186,477 $ 48,711,172 $ 6,211,431 $ 979,888
Withdrawals (32,742,728) (201,340,609) (16,544,774) (2,214,921)
Interfund Transfers (6,136,611) (1,551,146) 2,622,663 1,181,758
-------------- -------------- ------------- ------------
Change in Plan Equity (14,692,862) (154,180,583) (7,710,680) (53,275)
Plan Equity, Dec. 31, 1994 116,651,903 309,827,854 38,292,098 3,853,957
-------------- -------------- ------------- ------------
Plan Equity, Dec. 31, 1995 $101,959,041 $155,647,271 $ 30,581,418 $ 3,800,682
============== ============== ============= =============
</TABLE>
<TABLE>
<CAPTION>
FIDELITY
MAGELLAN GOV'T
FUND BOND FUND LOAN FUND TOTAL
---------------------------------------------------------------
<S> <C> <C> <C> <C>
CONTRIBUTIONS:
Participating Employees $ 1,744,393 $ 296,892 $ 0 $ 14,848,139
Company Contributions 0 0 0 5,430,975
------------ ----------- ------------- -------------
Subtotal Contributions 1,744,393 296,892 0 20,279,114
Interplan Transfers 618,841 84,315 0 30,483,308
Investment Income:
Cash Dividends 1,486,463 0 0 3,640,742
Interest 0 474 906,993 13,556,525
Change in Market Value 4,884,536 190,947 0 22,343,133
------------ ----------- ------------- -------------
Total $ 8,734,233 $ 572,628 $ 906,993 $ 90,302,822
Withdrawals (10,296,430) (2,833,580) (9,239,144) (275,212,186)
Interfund Transfers 3,427,882 280,811 174,643 0
------------ ----------- ------------- -------------
Change in Plan Equity 1,865,685 (1,980,141) (8,157,508) (184,909,364)
Plan Equity, Dec. 31, 1994 24,852,103 4,669,046 18,082,640 516,229,601
------------ ----------- ------------- -------------
Plan Equity, Dec. 31, 1995 $ 26,717,788 $ 2,688,905 $ 9,925,132 $ 331,320,237
============= =========== ============= =============
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE> 6
HERCULES INCORPORATED SAVINGS AND INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
HERCULES
INCORPORATED BLENDED
COMMON INTEREST RATE EQUITY BALANCED
STOCK SAVINGS FUND FUND ASSET FUND
----------------------------------------------------------------------
<S> <C> <C> <C> <C>
Contributions:
Participating Employees $ 2,399,459 $ 15,441,854 $ 3,368,547 $ 347,896
Company Contributions 8,688,258 0 0 0
-------------- ------------ ----------- ----------
Subtotal Contributions 11,087,717 15,441,854 3,368,547 347,896
Interplan Transfers 755,632 23,624,171 455,888 9,290
Investment Income:
Cash Dividends 2,297,887 68,351 0 103,000
Interest 48,034 21,452,338 6,687 1,732
Change in Market Value 1,157,555 3,275 484,814 (184,911)
-------------- ------------ ----------- ----------
Total $ 15,346,825 $ 60,589,989 $ 4,315,936 $ 277,007
Withdrawals (15,884,777) (76,175,789) (4,702,135) (185,420)
Interfund Transfers (12,221,094) 5,842,845 (754,686) 1,407,738
-------------- ------------ ----------- ----------
Change in Plan Equity (12,759,046) (9,742,955) (1,140,885) 1,499,325
Plan Equity, Dec. 31, 1993 129,410,949 319,570,809 39,432,983 2,354,632
-------------- ------------ ----------- ----------
Plan Equity, Dec. 31, 1994 $ 116,651,903 $309,827,854 $38,292,098 $3,853,957
============== ============ =========== ==========
</TABLE>
<TABLE>
<CAPTION>
FIDELITY
MAGELLAN GOV'T
FUND BOND FUND LOAN FUND TOTAL
------------------------------------------------------------------
<S> <C> <C> <C> <C>
Contributions:
Participating Employees $ 2,450,782 $ 533,315 $ 0 $ 24,541,853
Company Contributions 0 0 0 8,688,258
------------ ---------- ---------- --------------
Subtotal Contributions 2,450,782 533,315 0 33,230,111
Interplan Transfers (184,362) (149,227) (201,206) 24,310,186
Investment Income:
Cash Dividends 928,900 0 0 3,398,138
Interest 3,778 1,451 1,461,538 22,975,558
Change in Market Value (1,425,825) 15,212 0 50,120
------------ ---------- ---------- --------------
Total $ 1,773,273 $ 400,751 $ 1,260,332 $ 83,964,113
Withdrawals (1,930,882) (732,490) (1,227,730) (100,839,223)
Interfund Transfers 6,148,138 (12,804) 410,137 0
------------ ---------- ---------- --------------
Change in Plan Equity 5,990,529 (344,543) (377,535) (16,875,110)
Plan Equity, Dec. 31, 1993 18,861,574 5,013,589 18,460,175 533,104,711
------------ ---------- ----------- --------------
Plan Equity, Dec. 31, 1994 $24,852,103 $4,669,046 $18,082,640 $ 516,229,601
=========== ========== =========== ==============
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE> 7
HERCULES INCORPORATED SAVINGS AND INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
HERCULES
INCORPORATED BLENDED
COMMON INTEREST RATE EQUITY BALANCED
STOCK SAVINGS FUND FUND ASSET FUND
---------------------------------------------------------------------
<S> <C> <C> <C> <C>
Contributions:
Participating Employees $ 1,556,211 $ 18,518,991 $ 4,114,550 $ 145,163
Company Contributions 10,906,326 0 0 0
-------------- ------------- ------------ -----------
Subtotal Contributions $ 12,462,537 $ 18,518,991 $ 4,114,550 $ 145,163
Interplan Transfers 1,064,589 23,299,237 2,096,507 0
Investment Income:
Cash Dividends 2,907,669 0 0 13,330
Interest 48,612 22,000,435 10,102 1,806
Change in Market Value 62,819,424 0 3,673,129 22,270
-------------- ------------- ------------ -----------
Total $ 79,302,831 $ 63,818,663 $ 9,894,288 $ 182,569
Withdrawals (7,336,948) (28,698,002) (3,136,274) (36,837)
Interfund Transfers (28,606,655) 12,572,960 236,266 2,208,900
-------------- ------------- ------------ -----------
Change in Plan Equity 43,359,228 47,693,621 6,994,280 2,354,632
Plan Equity, Dec. 31, 1992 86,051,721 271,877,188 32,438,703 0
-------------- ------------- ------------ -----------
Plan Equity, Dec. 31, 1993 $ 129,410,949 $ 319,570,809 $ 39,432,983 $ 2,354,632
============== ============= ============ ===========
</TABLE>
<TABLE>
<CAPTION>
FIDELITY
MAGELLAN GOV'T
FUND BOND FUND LOAN FUND TOTAL
-----------------------------------------------------------------
<S> <C> <C> <C> <C>
Contributions:
Participating Employees $ 1,118,723 $ 643,499 $ 0 $ 26,097,137
Company Contributions 0 0 0 10,906,326
------------ ----------- ----------- -------------
Subtotal Contributions $ 1,118,723 $ 643,499 $ 0 $ 37,003,463
Interplan Transfers 4,051,278 6,260 1,546,388 32,064,259
Investment Income:
Cash Dividends 1,089,151 0 0 4,010,150
Interest 7,053 68,460 1,506,651 23,643,119
Change in Market Value 266,814 121,165 0 66,902,802
------------ ----------- ----------- -------------
Total $ 6,533,019 $ 839,384 $ 3,053,039 $163,623,793
Withdrawals (252,772) (827,037) (585,535) (40,873,405)
Interfund Transfers 12,581,327 (20,387) 1,027,589 0
------------ ----------- ----------- -------------
Change in Plan Equity 18,861,574 (8,040) 3,495,093 122,750,388
Plan Equity, Dec. 31, 1992 0 5,021,629 14,965,082 410,354,323
------------ ----------- ----------- -------------
Plan Equity, Dec. 31, 1993 $ 18,861,574 $ 5,013,589 $18,460,175 $533,104,711
============ =========== =========== ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
6
<PAGE> 8
NOTES TO FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
The Hercules Incorporated Savings and Investment Plan (the Plan) is a
defined-contribution plan subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make significant estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
The Plan provides for various investment options in any combination of
stocks, bonds, fixed income securities, mutual funds, and other investment
securities. Investment securities are exposed to various risks, such as interest
rate, market, and credit. Due to the level of risk associated with certain
investment securities and the level of uncertainty related to changes in the
value of investment securities, it is at least reasonably possible that changes
in risks in the near term would materially affect participants' account balances
and the amounts reported in the statement of assets, liabilities, and plan
equity and the statement of income and changes in plan equity.
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 contract value, which approximates
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 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, 1995, December 31, 1994, December 31, 1993, and January 1, 1993 was
$82,398,598, $73,619,161, $87,056,699, and $35,861,479, respectively.
2. INVESTMENT PROGRAM
Upon hire, employees are immediately eligible to participate in the
Plan and obtain immediate, nonforfeitable (vested) rights to the full market
value of their account. 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 medium, 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 1995, the blended yield of these contracts
was approximately 6.6%.
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.
7
<PAGE> 9
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. Total non-participant directed assets in the Hercules Incorporated
Common Stock Fund were approximately $70,343,000 and $84,502,000 at December 31,
1995 and 1994, respectively.
There were 4,808 participants at December 31, 1995 who participated in
one or more of the six investment media. At December 31, 1995 the number of
participants selecting each of the investment media for their contributions was
as follows:
<TABLE>
<CAPTION>
<S> <C>
Hercules Incorporated Common Stock ......................... 4,347
Blended Interest Rate Savings Fund ......................... 4,120
Equity Fund................................................. 1,415
Balanced Asset Fund......................................... 308
Fidelity Magellan Fund...................................... 1,141
Government Bond Fund........................................ 423
</TABLE>
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 June 21, 1995, that
the Plan as amended through January 1, 1995 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 Plan administrator
believes that the Plan is currently being operated in compliance with the
applicable provisions of the Internal Revenue 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, 1995 or 1994 are as follows:
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Hercules Incorporated Common Stock $100,439,798 $115,968,503
Bankers Trust Equity Index Fund $30,778,359 $38,249,289
Group Annuity Contract with Peoples
Life Insurance Company (#BDA 00002TR) $20,918,395 $36,743,923
Group Annuity Contract with Provident Life and
Accident Insurance Company (#630-05537) $16,790,244 $29,629,378
Group Annuity Contract with Metropolitan Life
Insurance Company (#12833) $17,635,628 --
GIC Prudential (#GA 8083) $23,286,112 --
</TABLE>
8
<PAGE> 10
6. DIVESTITURE
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 plan assets (approximately $200 million) and assumption of plan
obligations to Alliant as of April 1, 1995.
7. RECLASSIFICATION
Amounts allocated to persons who have elected to withdraw from the Plan
but have not been paid as of year end are reported as part of plan equity.
Previously these amounts were reported in liability for withdrawals. The 1994
information has been restated to conform with the 1995 presentation.
8. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of plan equity per the financial
statements to the Form 5500:
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------------
1995 1994
---- ----
<S> <C> <C>
Plan equity per the financial statements $331,320,237 $516,229,601
Amounts allocated to withdrawing participants (4,921,995) (8,682,887)
------------ ------------
Plan equity per the Form 5500 $326,398,242 $507,546,714
============ ============
</TABLE>
The following is a reconciliation of withdrawals per the financial
statements to the Form 5500:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1995
-----------------
<S> <C>
Withdrawals per the financial statements $275,212,186
Add: Amounts allocated to withdrawing participants at
December 31, 1995 4,921,995
Less: Amounts allocated to withdrawing participants at
December 31, 1994 (8,682,887)
-------------
Withdrawals per the Form 5500 $271,451,294
============
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form
5500 for benefit claims that have been processed and approved for payment prior
to December 31 but not yet paid as of that date.
9
<PAGE> 11
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, 1995 and 1994, 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, 1995. 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, 1995 and 1994, and its income and changes
in plan equity for each of the three years in the period ended December 31, 1995
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.
Coopers & Lybrand L.L.P
2400 Eleven Penn Center
Philadelphia, Pennsylvania 19103
June 28, 1996
10
<PAGE> 12
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 hereunto duly authorized.
HERCULES INCORPORATED SAVINGS AND INVESTMENT PLAN
H. Eugene McBrayer
-------------------------------------------------
H. Eugene McBrayer, Chairman
Finance Committee, Hercules Incorporated,
Plan Administrator
Date: June 28, 1996
11
<PAGE> 13
EXHIBIT INDEX
Number Description
23 Consent of Independent Accountants.
12
<PAGE> 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, 1996 on our audits of the financial statements of Hercules
Incorporated Savings and Investment Plan as of December 31, 1995 and 1994 and
for each of the three years in the period ended December 31, 1995, which report
is included in this Annual Report on Form 11-K.
Coopers & Lybrand L.L.P
2400 Eleven Penn Center
Philadelphia, Pennsylvania 19103
June 28, 1996
13
