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As filed with the Securities and Exchange Commission on September 24, 1999
Registration No. 333-29225
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HERCULES INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 51-0023450
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
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 REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
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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)
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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, 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. [___]
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EXPLANATORY NOTE
On July 23, 1997, Hercules Incorporated (the "Company") filed Amendment
No. 1 to its Registration Statement on Form S-3 (No. 333-29225) (the "1997
Registration Statement") to register debt securities in an aggregate principal
amount of $500,000,000 (the "Debt Securities") to be offered for sale to the
public from time to time pursuant to Rule 415. Presently, an aggregate principal
amount of $300,000,000 of the Debt Securities remains registered but unissued
(the "Unsold Debt Securities"). On September 15, 1998, the Company filed its
Registration Statement on Form S-3 (No. 333-63423) (as amended by Amendment No.
1 to the Company's Registration Statement on Form S-3 filed on October 29, 1998
and by Post-Effective Amendment No. 1 to the Company's Registration Statement on
Form S-3 filed on November 9, 1998, the "1998 Registration Statement") to
register $3,000,000,000 of its Offered Securities (as defined in the 1998
Registration Statement). Pursuant to Rule 429 promulgated under the Securities
Act of 1933, as amended, the Unsold Debt Securities are being carried forward in
the 1998 Registration Statement.
The 1997 Registration Statement indicated that the Debt Securities
would be issued pursuant to an indenture dated as of May 15, 1993 (the "1993
Indenture"), between the Company and Mellon Bank, N.A., as trustee, a copy of
which was an exhibit to the 1997 Registration Statement. As of the date of the
effectiveness of this Post-Effective Amendment No. 1, the Unsold Debt Securities
may be issued as unsecured senior debt securities, unsecured subordinated debt
securities or unsecured junior subordinated debt securities of the Company and
will be issued under the Senior Debt Indenture (the "Senior Debt Indenture"),
the Subordinated Debt Indenture ("Subordinated Debt Indenture") or the Junior
Subordinated Debenture Indenture (the "Junior Subordinated Debenture
Indenture"), each between the Company and The Chase Manhattan Bank, as trustee
(collectively the "Indentures"), as described in the 1998 Registration
Statement.
As of the date of the effectiveness of this Post-Effective Amendment
No. 1, the specific terms of the Unsold Debt Securities and the Indentures will
be as set forth in the prospectus contained in the 1998 Registration Statement
and any amendment or prospectus supplement thereto.
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 September 23, 1999.
HERCULES INCORPORATED
By: /s/ Vincent J. Corbo
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Vincent J. Corbo
President, Chief Executive Officer and
Chief Operating 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.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ Vincent J. Corbo Director, Principal Executive Officer September 23, 1999
- ------------------------------ (President, Chief Executive Officer and
Vincent J. Corbo Chief Operating Officer)
* Principal Financial Officer September 23 , 1999
- ------------------------------ (Senior Vice President and
George MacKenzie Chief Financial Officer)
/s/ Michael J. Scott Principal Accounting Officer September 23 , 1999
- ------------------------------ (Vice President and Controller)
Michael J. Scott
* Director September 23, 1999
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R. Keith Elliott
Director September ___, 1999
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John G. Drosdick
* Director September 23, 1999
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Richard M. Fairbanks
Director September ___, 1999
- ------------------------------
Alan R. Hirsig
</TABLE>
II-1
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<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
* Director September 23, 1999
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Edith E. Holiday
Director September ___, 1999
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Robert G. Jahn
* Director September 23, 1999
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Gaynor N. Kelley
* Director September 23, 1999
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Ralph L. MacDonald, Jr.
Director September ___, 1999
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H. Eugene McBrayer
* Director September 23, 1999
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Peter McCausland
Director September ___, 1999
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John A. H. Shober
* Director September 23, 1999
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Paula A. Sneed
*By: /s/ Israel J. Floyd
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(Israel J. Floyd as attorney-in-fact
for the persons indicated)
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
4.1 Form of Senior Debt Indenture between the Company and
The Chase Manhattan Bank, as Trustee (incorporated by
reference to Exhibit 4.2 of Amendment No. 1 to the
Company's Registration Statement on Form S-3 No.
333-63423 filed on October 29, 1998)
4.2 Form of Subordinated Debt Indenture between the
Company and The Chase Manhattan Bank, as Trustee
(incorporated by reference to Exhibit 4.3 of
Amendment No. 1 to the Company's Registration
Statement on Form S-3 No.
333-63423 filed on October 29, 1998)
4.3 Form of Junior Subordinated Debentures Indenture
between the Company and The Chase Manhattan Bank, as
Trustee (incorporated by reference to Exhibit 4.4 of
Amendment No. 1 to the Company's Registration
Statement on Form S-3 No. 333-63423 filed on October
29, 1998)
4.4+ Form of Senior Debt Security
4.5+ Form of Subordinated Debt Security
4.6+ Form of Junior Subordinated Debenture
23.1 Consent of PricewaterhouseCoopers, LLP
25.1 Form T-1, Statement of Eligibility of Trustee of The
Chase Manhattan Bank, as Trustee under the Senior
Debt Indenture (incorporated by reference to Exhibit
25.1 of Amendment No. 1 to the Company's Registration
Statement on Form S-3 No. 333-63423 filed on October
29, 1998)
25.2 Form T-1, Statement of Eligibility of Trustee of The
Chase Manhattan Bank, as Trustee under the
Subordinated Debt Indenture (incorporated by
reference to Exhibit 25.2 of Amendment No. 1 to the
Company's Registration Statement on Form S-3 No.
333-63423 filed on October 29, 1998)
25.3 Form T-1, Statement of Eligibility of Trustee of The
Chase Manhattan Bank, as Trustee under the Junior
Subordinated Debenture Indenture (incorporated by
reference to Exhibit 25.3 of Amendment No. 1 to the
Company's Registration Statement on Form S-3 No.
333-63423 filed on October 29, 1998)
</TABLE>
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+ To be filed by amendment to the Company's Registration Statement on
Form S-3 No. 333-63423 or under a subsequent Current Report on Form
8-K.
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 (Registration No. 333-29225) of our report dated February
19, 1999, relating to the consolidated financial statements, which appears in
the 1998 Annual Report to the Shareholders of Hercules Incorporated, which is
incorporated in the Annual Report on Form 10-K for the year ended December 31,
1998. We also consent to the incorporation by reference of our report dated
February 19, 1999 relating to the financial statement schedule which appears in
such Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
September 23, 1999
