United
States
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): July 30, 2008
Hercules
Incorporated
(Exact
name of registrant as specified in its charter)
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Delaware
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001-00496
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51-0023450
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
Number)
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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)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Registrant under any of the following
provisions:
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ý
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item
8.01 Other
Events.
Effective
January 1, 2008, Hercules Incorporated (the “Company”) elected to change its
method of accounting for its qualified defined-benefit pension plans in the
United States and the United Kingdom. The Company has applied the
change in accounting method on a retrospective basis to the Consolidated
Financial Statements and Notes for the years ended December 31, 2005, 2006 and
2007 and related information filed as an exhibit to this Form 8-K so that it may
be incorporated by reference into a Registration Statement on Form S-4 to be
filed by Ashland Inc. in connection with the transaction under which Ashland
would acquire all of the outstanding common shares of the Company. The
transaction with Ashland Inc. was disclosed in a Current Report on Form 8-K
filed on July 14, 2008 with the Securities and Exchange Commission.
ADDITIONAL
INFORMATION
In
connection with the proposed merger, Ashland and the Company will be filing
documents with the SEC, including the filing by Ashland of a registration
statement on Form S-4, and the filing by the Company of a related preliminary
and definitive proxy statement/prospectus. Investors and security
holders are urged to read the registration statement on Form S-4 and the related
preliminary and definitive proxy statement/prospectus when they become available
because they will contain important information about the proposed
transaction. Investors and security holders may obtain free copies of
these documents (when they are available) and other documents filed with the SEC
at the SEC’s web site at www.sec.gov and by contacting Ashland Investor
Relations at (859) 815-4454 or Hercules Investor Relations at (302)
594-7151. Investors and security holders may obtain free copies of
the documents filed with the SEC on Ashland’s Investor Relations website at
www.ashland.com/investors or the Company’s website at www.herc.com or the SEC’s
website at www.sec.gov.
The
Company and its directors and executive officers may be deemed participants in
the solicitation of proxies from the stockholders of the Company in connection
with the proposed transaction. Information regarding the special
interests of these directors and executive officers in the proposed transaction
will be included in the proxy statement/prospectus described
above. Additional information regarding the directors and executive
officers of the Company is also included in the Company’s proxy statement for
its 2008 Annual Meeting of Stockholders, which was filed with the SEC on March
19, 2008. These documents are available free of charge at the SEC’s
web site at www.sec.gov and from Investor Relations at Ashland and the Company
as described above.
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Item
9.01
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Financial Statements
and Exhibits.
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(d) Exhibits
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23.1
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Consent
of BDO Seidman, LLP.
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99.1
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Consolidated
Financial Statements and Related Financial Information, as
adjusted, as of and for the years ended December 31, 2007, 2006 and
2005.
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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.
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July 30,
2008
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By:
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HERCULES
INCORPORATED
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/s/
Allen A. Spizzo
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Allen
A. Spizzo
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Vice
President and Chief Financial
Officer
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- 3
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EXHIBIT INDEX
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Number
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Description
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23.1
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Consent
of BDO Seidman, LLP.
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99.1
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Consolidated
Financial Statements and Related Financial Information, as
adjusted, as of and for the years ended December 31, 2007, 2006 and
2005.
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