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As filed with the Securities and Exchange Commission on November 9, 1998
Registration No. 333-63423
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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
HERCULES TRUST I
HERCULES TRUST II
HERCULES TRUST III
HERCULES TRUST IV
(EXACT NAME OF EACH REGISTRANT AS SPECIFIED IN ITS RESPECTIVE CHARTER)
DELAWARE 51-0023450
DELAWARE 51-6510396
DELAWARE 51-6510397
DELAWARE 51-6510398
DELAWARE 51-6510399
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NOS.)
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 EACH REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
------------------------------
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, please 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. [ ]
THE WITHIN PROSPECTUS RELATES TO SECURITIES REGISTERED HEREUNDER AND TO
THE UNSOLD DEBT SECURITIES REGISTERED BY HERCULES UNDER REGISTRATION STATEMENT
NO. 333-29225.
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EXPLANATORY NOTE
The purpose of this Post-Effective Amendment No. 1 is to add Exhibit 99.1.
2
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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 November 9, 1998.
HERCULES INCORPORATED
By: /s/ R. Keith Elliott
---------------------------
R. Keith Elliott, Chairman
and Co-Chief Executive 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/ R. Keith Elliott Director, Principal Executive Officer November 9, 1998
- - ----------------------- (Chairman and Co-Chief Executive
R. Keith Elliott Officer)
* Principal Financial Officer November 9, 1998
- - ----------------------- (Senior Vice President and
George MacKenzie Chief Financial Officer)
* Principal Accounting Officer November 9, 1998
- - ----------------------- (Vice President and Controller)
Vikram Jog
* Director November 9, 1998
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Vincent J. Corbo
* Director November 9, 1998
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Richard M. Fairbanks
* Director November 9, 1998
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Edith E. Holiday
* Director November 9, 1998
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Robert G. Jahn
* Director November 9, 1998
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Gaynor N. Kelley
* Director November 9, 1998
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Ralph L. MacDonald, Jr.
II-1
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Signature Capacity Date
--------- -------- ----
* Director November 9, 1998
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H. Eugene McBrayer
* Director November 9, 1998
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Peter McCausland
* Director November 9, 1998
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Paula A. Sneed
*By: /s/ Israel J. Floyd
- - ------------------------
(Israel J. Floyd as attorney-in-fact
for the persons indicated)
II-2
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Signature Capacity Date
--------- -------- ----
Director November __, 1998
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William R. Cook
Director November __, 1998
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John G. Drosdick
Director November __, 1998
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Alan R. Hirsig
Director November __, 1998
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John A.H. Shober
II-3
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Hercules Trust
I, Hercules Trust II, Hercules Trust III and Hercules Trust IV certify that they
have reasonable grounds to believe that they meet all the requirements for
filing on Form S-3 and have duly caused this Post-Effective Amendment No. 1 to
the Registration Statement to be signed on their behalf by the undersigned,
thereunto duly authorized in the City of Wilmington, State of Delaware, on
November 9, 1998.
Hercules Trust I
By: Hercules Incorporated, as Sponsor
By: /s/ R. Keith Elliott
------------------------------------
Name: R. Keith Elliott
Title: Chairman and Co-Chief
Executive Officer
Hercules Trust II
By: /s/ R. Keith Elliott
------------------------------------
Name: R. Keith Elliott
Title: Chairman and Co-Chief
Executive Officer
Hercules Trust III
By: Hercules Incorporated, as Sponsor
By: /s/ R. Keith Elliott
------------------------------------
Name: R. Keith Elliott
Title: Chairman and Co-Chief
Executive Officer
Hercules Trust IV
By: Hercules Incorporated, as Sponsor
By: /s/ R. Keith Elliott
------------------------------------
Name: R. Keith Elliott
Title: Chairman and Co-Chief
Executive Officer
II-4
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
EXHIBITS
TO
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
HERCULES INCORPORATED
HERCULES TRUST I
HERCULES TRUST II
HERCULES TRUST III
HERCULES TRUST IV
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EXHIBIT INDEX
Exhibit
Number Description
- - ------ -----------
1.1+ Form of Underwriting Agreement (Senior Debt Securities, Subordinated
Debt Securities, Preferred Stock, Depositary Shares, Common Stock and
Warrants)
1.2+ Form of Underwriting Agreement (Trust Preferred Securities)
1.3+ Form of Underwriting Agreement (Purchase Contracts)
2.1 Agreement and Plan of Merger, dated as of July 30, 1998, by and among
BetzDearborn Inc., Hercules Incorporated and Water Acquisition Co.
(incorporated by reference to Exhibit 2.1 of BetzDearborn's Current
Report on Form 8-K, dated July 30, 1998)
4.1 Restated Certificate of Incorporation of Hercules Incorporated as
revised and amended July 6, 1988 (incorporated by reference to Exhibit
3-A of the Company's Annual Report on Form 10-K, filed March 26, 1993)
4.1a** Certificate of Amendment to the Restated Certificate of Incorporation
of Hercules Incorporated as revised and amended October 24, 1995
4.2** Form of Senior Debt Indenture between the Company and The Chase
Manhattan Bank, as Trustee
4.3** Form of Subordinated Debt Indenture between the Company and The Chase
Manhattan Bank, as Trustee
4.4** Form of Junior Subordinated Debenture Indenture between the Company and
The Chase Manhattan Bank, as Trustee
4.5** Certificate of Trust of Hercules Trust I
4.6** Certificate of Trust of Hercules Trust II
4.7** Certificate of Trust of Hercules Trust III
4.8** Certificate of Trust of Hercules Trust IV
4.9** Trust Agreement of Hercules Trust I
4.10** Trust Agreement of Hercules Trust II
4.11** Trust Agreement of Hercules Trust III
4.12** Trust Agreement of Hercules Trust IV
4.13** Form of Amended and Restated Trust Agreement of Hercules Trust I
4.14** Form of Amended and Restated Trust Agreement of Hercules Trust II
4.15** Form of Amended and Restated Trust Agreement of Hercules Trust III
4.16** Form of Amended and Restated Trust Agreement of Hercules Trust IV
4.17+ Form of Senior Debt Security
4.18+ Form of Subordinated Debt Security
4.19+ Form of Junior Subordinated Debenture
4.20** Form of Hercules Common Stock Certificate
4.21+ Form of Hercules Preferred Stock Certificate
4.22+ Form of Deposit Agreement
4.23+ Form of Warrant Agreement
4.24** Form of Trust Preferred Security of Hercules Trust I (included in
Exhibit 4.13)
4.25** Form of Trust Preferred Security of Hercules Trust II (included in
Exhibit 4.14)
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4.26** Form of Trust Preferred Security of Hercules Trust III (included in
Exhibit 4.15)
4.27** Form of Trust Preferred Security of Hercules Trust IV (included in
Exhibit 4.16)
4.28** Form of Preferred Securities Guarantee Agreement with respect to
Hercules Trust I
4.29** Form of Preferred Securities Guarantee Agreement with respect to
Hercules Trust II
4.30** Form of Preferred Securities Guarantee Agreement with respect to
Hercules Trust III
4.31** Form of Preferred Securities Guarantee Agreement with respect to
Hercules Trust IV
4.32+ Form of Purchase Contract between Hercules and the Purchase Contract
Agent named therein
4.33+ Form of Purchase Unit
4.34+ Form of Pledge Agreement between Hercules and the Collateral Agent and
Purchase Contract Agent named therein
5.1** Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding the
legality of the securities being registered by the Company
5.2** Opinion of Richards, Layton & Finger, P.A. regarding the legality of
the securities being registered by Hercules Trust I
5.3** Opinion of Richards, Layton & Finger, P.A. regarding the legality of
the securities being registered by Hercules Trust II
5.4** Opinion of Richards, Layton & Finger, P.A. regarding the legality of
the securities being registered by Hercules Trust III
5.5** Opinion of Richards, Layton & Finger, P.A. regarding the legality of
the securities being registered by Hercules Trust IV
10.1 Credit Agreement dated as of October 15, 1998, among the Company and
NationsBank N.A., as Administrative Agent, and the lenders party
thereto (incorporated by reference to Exhibit 10.1 to the Company's
Current Report on Form 8-K dated October 15, 1998)
12.1** Statement re Computation of ratio of earnings to fixed charges
23.1** Consent of PricewaterhouseCoopers, LLP
23.2** Consent of Ernst & Young LLP
23.3** Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit
5.1)
23.4** Consent of Richards, Layton & Finger (included in Exhibits 5.2, 5.3,
5.4 and 5.5)
24.1** Powers of Attorney (included on signature page)
24.2** Powers of Attorney for the Company, as Sponsor, to sign the
Registration Statement on behalf of Hercules Trust I, Hercules Trust
II, Hercules Trust III and Hercules Trust IV (included in Exhibits 4.9,
4.10, 4.11 and 4.12 respectively)
25.1** Form T-1, Statement of Eligibility of Trustee of The Chase Manhattan
Bank, as Trustee under the Senior Debt Indenture
25.2** Form T-1, Statement of Eligibility of Trustee of The Chase Manhattan
Bank, as Trustee under the Subordinated Debt Indenture
25.3** Form T-1, Statement of Eligibility of Trustee of The Chase Manhattan
Bank, as Trustee under the Junior Subordinated Debenture Indenture
25.4** Form T-1, Statement of Eligibility of Trustee of The Chase Manhattan
Bank, as Trustee with respect to the Amended and Restated Trust
Agreement of Hercules Trust I
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25.5** Form T-1, Statement of Eligibility of Trustee of The Chase Manhattan
Bank, as Trustee with respect to the Amended and Restated Trust
Agreement of Hercules Trust II
25.6** Form T-1, Statement of Eligibility of Trustee of The Chase Manhattan
Bank, as Trustee with respect to the Amended and Restated Trust
Agreement of Hercules Trust III
25.7** Form T-1, Statement of Eligibility of Trustee of The Chase Manhattan
Bank, as Trustee with respect to the Amended and Restated Trust
Agreement of Hercules Trust IV
25.8** Form T-1, Statement of Eligibility of Trustee of The Chase Manhattan
Bank, as Trustee under the Preferred Securities Guarantee of the
Company with respect to the Preferred Securities of Hercules Trust I
25.9** Form T-1, Statement of Eligibility of Trustee of The Chase Manhattan
Bank, as Trustee under the Preferred Securities Guarantee of the
Company with respect to the Preferred Securities of Hercules Trust II
25.10** Form T-1, Statement of Eligibility of Trustee of The Chase Manhattan
Bank, as Trustee under the Preferred Securities Guarantee of the
Company with respect to the Preferred Securities of Hercules Trust III
25.11** Form T-1, Statement of Eligibility of Trustee of The Chase Manhattan
Bank, as Trustee under the Preferred Securities Guarantee of the
Company with respect to the Preferred Securities of Hercules Trust IV
99.1 Item 1. Description of Business included on pages 2 through 8 and
Pending Legal Proceedings included on pages 12 through 13 in the Annual
Report on Form 10-K of BetzDearborn Inc. for the fiscal year ended
December 31, 1997 (previously filed with the Commission on March 9,
1998, as amended on March 30, 1998, Commission File No. 000-2085, and
incorporated by reference herein) and Part II, Item 1, Legal
Proceedings included on Form 10-Q of BetzDearborn Inc. for the quarter
ended March 31, 1998 (previously filed with the Commission on May 15,
1998, Commission File No. 000-2085, and incorporated herein by
reference).
- - ----------
+ To be filed by amendment or under a subsequent Current Report on Form 8-K.
** Previously filed.
