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): April 29, 2002
Hercules Incorporated
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(Exact name of registrant as specified in its charter)
Delaware 001-00496 51-0023450
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification Number)
incorporation)
Hercules Plaza
1313 North Market Street
Wilmington, Delaware 19894-0001
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(Address of principal executive offices) (Zip Code)
(302) 594-5000
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(Registrant's telephone number, including area code)
Item 5. Other Events.
On April 29, 2002, Hercules Incorporated ("Hercules")
announced the completion of the sale of the Water Treatment Business,
consisting of the BetzDearborn Division and certain Pulp and Paper Division
treatment businesses, to GE Specialty Materials, a unit of General Electric
Company.
The sale price was $1.8 billion in cash, resulting in net
after tax proceeds of approximately $1.665 billion. As previously announced,
the Company used the net proceeds to prepay debt under its senior credit
facility and ESOP credit facility. The following provisions of the March 6,
2002 amendments to the senior credit facility and the ESOP credit facility
became effective upon the consummation of the sale of the Water Treatment
Business and the prepayment of debt under those credit facilities:
i. the release of the subsidiary stock pledged to the
collateral agent;
ii. the elimination of the requirement that stock of
any additional subsidiaries be pledged in the
future; and
iii. increases in the permitted amounts of asset
purchases and dispositions.
Proceeds from the divestiture will also serve as collateral
for outstanding letters of credit.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
10.1 Eighth Amendment with respect to Note Purchase Agreement,
dated as of March 6, 2002, among Hercules Incorporated,
Putnam Fiduciary Trust Company, and The Prudential Insurance
Company of America.
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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
May 3, 2002 By: /s/ Israel J. Floyd
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Israel J. Floyd
Corporate Secretary
and General Counsel
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EXHIBIT INDEX
Number Exhibit
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10.1 Eighth Amendment with respect to Note Purchase Agreement,
dated as of March 6, 2002, among Hercules Incorporated,
Putnam Fiduciary Trust Company, and The Prudential Insurance
Company of America.
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