SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): February 12, 2002
HERCULES INCORPORATED
(Exact Name of Registrant as Specified in Charter)
Delaware 001-00496 51-0023450
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
Hercules Plaza
1313 North Market Street
Wilmington, Delaware 19894-0001
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (302) 594-5000
ITEM 5. OTHER EVENTS
On February 12, 2002, Hercules Incorporated, a Delaware corporation
(the "Company") announced that it had entered into a Stock and Asset Purchase
Agreement (the "Purchase Agreement"), dated as of February 12, 2002, by and
among the Company, General Electric Company, a New York corporation (the "Parent
Purchaser"), and Falcon Acquisition Corp., a Delaware corporation and a wholly
owned subsidiary of the Parent Purchaser (the "Purchaser" and, together with the
Parent Purchaser, the "Purchasers"). The press release issued by the Company is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In accordance with and subject to the terms of the Purchase Agreement,
the Purchasers will acquire the operations of the BetzDearborn Division of the
Company and additional assets and liabilities of the Company relating to the
water treatment business of the Company, for $1.8 billion in cash, subject to
adjustment as provided in the Purchase Agreement.
The consummation of the transaction is subject to the satisfaction or
waiver of conditions customary for transactions of this type, including, without
limitation, required regulatory approvals (such as those under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended).
The foregoing description of the Purchase Agreement is qualified in the
its entirety by reference to the Purchase Agreement, a copy of which is attached
hereto as Exhibit 10.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits. The following exhibits are filed as part of this
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report:
10.1 Stock and Asset Purchase Agreement, dated as of
February 12, 2002, by and among Hercules
Incorporated, General Electric Company and Falcon
Acquisition Corp.
99.1 Press Release of Hercules Incorporated, dated
February 12, 2002.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: February 12, 2002
HERCULES INCORPORATED
By: /s/ Israel J. Floyd
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Name: Israel J. Floyd
Title: Corporate Secretary and
General Counsel
EXHIBIT INDEX
Exhibit
Number Description
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10.1 Stock and Asset Purchase Agreement, dated as of February 12,
2002, by and among Hercules Incorporated, General Electric
Company and Falcon Acquisition Corp.
99.1 Press Release of Hercules Incorporated, dated February 12,
2002.