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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): November 7, 2000
Hercules Incorporated
(Exact name of registrant as specified in its charter)
Delaware 001-00496 51-0023450
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Hercules Plaza
1313 North Market Street
Wilmington, Delaware 19894-0001
(Address of principal executive offices) (Zip Code)
(302) 594-5000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Certain information disclosed to prospective purchasers of senior
notes not previously publicly reported.
Item 9. Regulation FD Disclosure.
We are conducting a $375 million offering of senior notes to repay
certain maturing debt securities. The offering will be a private placement under
Rule 144A of the Securities Act of 1933 and will be made only to qualified
institutional buyers and to investors in transactions exempt from registration
under Regulation S under the Securities Act. In connection with the offering of
senior notes, we anticipate disclosing to prospective purchasers of the senior
notes certain information that has not been previously publicly reported. A copy
of such information is attached as an exhibit to this current report on Form
8-K.
No assurance can be made that the offering of senior notes will be
completed. The offering of senior notes is presently expected to be completed by
November 15, 2000.
The senior notes have not been registered under the Securities Act and
may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements. This current report on
Form 8-K does not constitute an offer to sell or the solicitation of an offer to
buy any security and shall not constitute an offer, solicitation or sale of any
securities in any jurisdiction in which such offer or sale would be unlawful.
This current report on Form 8-K, together with the information attached
as an exhibit hereto, includes "forward-looking statements," as defined in the
Private Securities Litigation Reform Act of 1995, reflecting management's
current analysis and expectations, based on reasonable assumptions. Although we
believe that our plans, intentions and expectations reflected in or suggested by
such forward-looking statements are reasonable, actual results, including the
timing of the offering and the proceeds anticipated therefrom, among others,
could differ materially depending on factors discussed in reports filed with the
Securities and Exchange Commission. This paragraph is included to provide safe
harbor for forward-looking statements, which are not required to be publicly
revised as circumstances change.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
HERCULES INCORPORATED
November 7, 2000 By: /s/ Israel J. Floyd
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Israel J. Floyd, Executive Vice
President, Secretary and General
Counsel
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EXHIBIT INDEX
Number Exhibit
99.1 Certain information disclosed to prospective purchasers of senior
notes not previously publicly reported.
