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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
HERCULES TRUST I
HERCULES INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 51-6510396
Delaware 51-0023450
(State of incorporation or organization) (I.R.S. Employer Identification No.)
Hercules Plaza, 1313 North Market Street, Wilmington, Delaware 19894-0001
(Address of principal executive offices) (Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
<S> <C>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
9.42% Trust Originated Preferred SecuritiesSM New York Stock Exchange, Inc.
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If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: 333-63423
Securities to be registered pursuant to Section 12(g) of the Act: None
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The title of the class of securities to be registered
hereunder is 9.42% Trust Originated Preferred Securities (the
"Preferred Securities"). The Preferred Securities are being
issued by Hercules Trust I. A description of the Preferred
Securities is set forth in Hercules Incorporated's
Registration Statement on Form S-3 (File No. 333-63423) filed
with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities
Act"), on September 15, 1998, as amended by Pre-Effective
Amendment No. 1 thereto filed on October 29, 1998, and
declared effective by the Commission on October 30, 1998, and
as further amended by Post-Effective Amendment No. 1 thereto
filed and declared effective on November 9, 1998 (as amended,
the "Registration Statement") under the captions of
"Description of the Securities to be Offered," "Description of
Debt Securities-Description of Junior Subordinated
Debentures," "Description of Trust Preferred Securities" and
"Description of Guarantees" and in the Prospectus Supplement
relating thereto dated March 12, 1999, filed with the
Commission on March 15, 1999, pursuant to Rule 424(b)(5) under
the Securities Act under the captions "Certain Terms of the
Preferred Securities" and "Certain Terms of the Debentures,"
which description is hereby incorporated by reference herein.
Any form of prospectus or prospectus supplement that includes
such description that is subsequently filed by the registrant
as part of an amendment to the Registration Statement or
otherwise pursuant to Rule 424(b) under the Securities Act is
hereby incorporated by reference herein.
ITEM 2. EXHIBITS.
1. Certificate of Trust of Hercules Trust I (incorporated herein
by reference to Exhibit 4.5 to the Registration Statement).
2. Trust Agreement of Hercules Trust I (incorporated herein by
reference to Exhibit 4.9 to the Registration Statement ).
3. Form of Amended and Restated Trust Agreement of Hercules Trust
I (incorporated herein by reference to Exhibit 4.13 to
Pre-Effective Amendment No. 1 to the Registration Statement
("Amendment No. 1")).
4. Form of 9.42% Trust Originated Preferred Securities of
Hercules Trust I (incorporated herein by reference to Exhibit
4.2 to Hercules Incorporated's Current Report on Form 8-K
filed March 17, 1999 (the "Hercules 8-K")).
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5. Form of Junior Subordinated Debentures Indenture between
Hercules Incorporated and the Chase Manhattan Bank, as Trustee
(the "Junior Subordinated Debentures Indenture") (incorporated
herein by reference to Exhibit 4.4 to Amendment No. 1).
6. Officers' Certificate, dated as of March 17, 1999, pursuant to
the Junior Subordinated Debentures Indenture (incorporated
herein by reference to Exhibit 4.1 to the Hercules 8-K).
7. Form of 9.42% Junior Subordinated Deferrable Interest
Debentures due 2029 (incorporated herein by reference to
Exhibit 4.3 to the Hercules 8-K).
8. Form of Preferred Securities Guarantee Agreement with respect
to Hercules Trust I (incorporated herein by reference to
Exhibit 4.28 to Amendment No. 1).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
DATE: March 17, 1999 HERCULES TRUST I
By: /s/ Israel J. Floyd
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Name: Israel J. Floyd
Title: Administrative Trustee
HERCULES INCORPORATED
By: /s/ Israel J. Floyd
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Name: Israel J. Floyd
Title: Corporate Secretary
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