SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K/A
AMENDMENT NO. 2
ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002 Commission file number 1-496
HERCULES INCORPORATED
A DELAWARE CORPORATION
I.R.S. EMPLOYER IDENTIFICATION NO. 51-0023450
HERCULES PLAZA
1313 NORTH MARKET STREET
WILMINGTON, DELAWARE 19894-0001
TELEPHONE: 302-594-5000
Securities registered pursuant to Section 12(b) of the Act
(Each class is registered on the New York Stock Exchange, Inc.)
Title of each class
-------------------
Common Stock ($25/48 Stated Value)
8% Convertible Subordinated Debentures due August 15, 2010
9.42% Trust Originated Preferred Securities ($25 liquidation amount),
issued by Hercules Trust I
and guaranteed by Hercules Incorporated
Preferred Share Purchase Rights
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No _
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements in
Part III of this Form 10-K/A or any amendment to this Form 10-K/A. _
Indicate by check mark whether the Registrant is an accelerated filer (as
defined by Rule 12b-2 of the Act). Yes X No _
The aggregate market value of registrant's common stock, $25/48 stated
value ("Common Stock") held by non-affiliates based on the closing price on the
last day of the Company's most recently completed second fiscal quarter, or June
28, 2002, was approximately $1.2 billion.
As of March 31, 2003, registrant had 109,922,726 shares of Common Stock
outstanding, which is registrant's only class of common stock.
On the corporate website, www.herc.com, Hercules Incorporated provides
access to the Company's filings with the Securities and Exchange Commission via
a hyperlink to the Commission's website.
HERCULES INCORPORATED
EXPLANATORY NOTE
Due to processing problems, the amendment to the Form 10-K filed by the
Company on April 30, 2003 listed, but did not actually include, newly filed
exhibits. This amendment to the Form 10-K is being filed solely to file those
exhibits.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents filed as part of this Report:
3. Exhibits:
A complete listing of exhibits is included in the Exhibit
Index that precedes the exhibits filed with this Report.
2
HERCULES INCORPORATED
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
HERCULES INCORPORATED
By: /s/ Fred G. Aanonsen
----------------------------------------
Fred G. Aanonsen
Vice President and Controller
(Principal Financial Officer and duly
authorized signatory)
May 1, 2003
3
HERCULES INCORPORATED
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, William H. Joyce, Chairman and Chief Executive Officer, certify that:
1. I have reviewed this annual report on Form 10-K/A of Hercules
Incorporated;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 1, 2003
/s/ William H. Joyce
------------------------------------
William H. Joyce
Chairman and Chief Executive Officer
4
HERCULES INCORPORATED
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Fred G. Aanonsen, Vice President and Controller, certify that:
1. I have reviewed this annual report on Form 10-K/A of Hercules
Incorporated;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 1, 2003
/s/ Fred G. Aanonsen
-----------------------------
Fred G. Aanonsen
Vice President and Controller
5
HERCULES INCORPORATED
EXHIBIT INDEX
NUMBER DESCRIPTION INCORPORATED BY REFERENCE TO
------ ----------- ----------------------------
2-A Agreement and Plan of Merger among Hercules, Water Exhibit 2.1, BetzDearborn Inc. Current Report
Acquisition Company and BetzDearborn Inc., dated on Form 8-K, filed July 30, 1998
July 30, 1998
3-A.1 Restated Certificate of Incorporation of Hercules, as Exhibit 3-A, Annual Report on Form 10-K filed
revised and amended July 6, 1988 March 26, 1993
3-A.2 Certificate of Amendment dated October 24, 1995, to Exhibit 4.1a, Registration Statement on Form S-3,
Hercules' Restated Certificate of Incorporation as filed September 15, 1998
revised and amended July 5, 1998
3-B By-Laws of Hercules, as revised and amended October 30, Exhibit 3-B, Annual Report on Form 10-K filed
1991 March 26, 1993
4-A Officers' Certificate, dated as of March 17, 1999, Exhibit 4.1, Current Report on Form 8-K dated
pursuant to the Junior Subordinated Debentures March 17, 1999
Indenture between Hercules and Chase
4-B Form of Preferred Securities Guarantee by Hercules and Exhibit 4.28, Amendment No. 1 to Registration
Chase, with respect to Hercules Trust I Statement on Form S-3, filed October 29, 1998
4-C Form of Amended and Restated Trust Agreement of Exhibit 4.13, Amendment No. 1 to Registration
Hercules Trust I Statement on Form S-3, filed October 29, 1998
4-D Form of 9.42% Trust Originated Preferred Securities of Exhibit 4.2, Current Report on Form 8-K, dated
Hercules Trust I March 17, 1999
4-E Form of 9.42% Junior Subordinated Deferrable Interest Exhibit 4.3, Current Report on Form 8-K, dated
Debentures due 2029 March 17, 1999
4-F Officers' Certificate, dated as of July 27, 1999, Exhibit 4.1, Current Report on Form 8-K, dated
pursuant to the Junior Subordinated Debentures July 27, 1999
Indenture between Hercules and Chase, dated as of
November 12, 1998
4-G Amended and Restated Trust Agreement of Hercules Trust Exhibit 4.2, Current Report on Form 8-K, dated
II, dated as of July 27, 1999, together with Annex I July 27, 1999
thereto
4-H Unit Agreement, dated July 27, 1999, among Hercules, Exhibit 4.3, Current Report on Form 8-K, dated
Hercules Trust II and The Chase Manhattan Bank, as unit July 27, 1999
agent
4-I Warrant Agreement, dated July 27, 1999, between Exhibit 4.4, Current Report on Form 8-K, dated
Hercules and The Chase Manhattan Bank, as warrant July 27, 1999
agent
4-J Form of Series A Junior Subordinated Deferrable Exhibit 4.5, Current Report on Form 8-K, dated
Interest Debentures July 27, 1999
4-K Form of Trust II Preferred Securities Exhibit 4.6, Current Report on Form 8-K, dated
July 27, 1999
4-L Form of CRESTS Unit Exhibit 4.7, Current Report on Form 8-K, dated
July 27, 1999
4-M Form of Warrant Exhibit 4.8, Current Report on Form 8-K, dated
July 27, 1999
4-N Rights Agreement, dated as of August 24, 2000, between Exhibit 4.1 to Hercules Registration of
Hercules Incorporated and Chase Mellon Shareholder Certain Classes of Securities on Form 8-A
Services, L.L.C. filed August 10, 2000
6
HERCULES INCORPORATED
NUMBER DESCRIPTION INCORPORATED BY REFERENCE TO
------ ----------- ----------------------------
4-O Indenture, dated as of November 14, 2000, between Exhibit 4-A, Quarterly Report on Form 10-Q,
Hercules Incorporated, as issuer and Wells Fargo Bank filed November 14, 2000
Minnesota, N.A., as trustee (including the form of
11 1/8% senior notes due 2007 included as Exhibit A
thereto).
4-P Registration Rights Agreement, dated as of November 14, Exhibit 4-B Quarterly Report on Form 10-Q,
2000, among Hercules Incorporated and all of its filed November 14, 2000
domestic subsidiaries and Donaldson, Lufkin & Jenrette
Securities Corporation and Credit Suisse First Boston
Corporation, as the initial purchasers.
Hercules is party to several long-term debt instruments under which in each case
the total amount of securities authorized does not exceed 10% of the total
assets of Hercules. Hercules agrees to furnish a copy of such instruments to the
Securities and Exchange Commission upon request.
10-A Hercules Executive Survivor Benefit Plan Exhibit 10-D, Annual Report on Form 10-K,
filed March 27, 1981
10-B Hercules Phantom Stock Plan Exhibit E, Notice Annual Meeting and Proxy
Statement, dated February 14, 1986
10-C Hercules Deferred Compensation Plan Exhibit 10-I, Annual Report on Form 10-K,
filed March 29, 1988
10-D Hercules Annual Management Incentive Compensation Plan Exhibit 10-H, Annual Report on Form 10-K,
filed March 26, 1993
10-E Hercules 1993 Non-employee Director Stock Accumulation Exhibit 4.1, Registration Statement on Form
Plan S-8, filed July 16, 1993
10-F Hercules Deferred Compensation Plan for Non-employee Exhibit 10-J, Annual Report on Form 10-K,
Directors filed March 26, 1993
10-G Hercules Employee Pension Restoration Plan Exhibit 10-L, Annual Report on Form 10-K,
filed March 26, 1993
10-H Form of Employment Contract between Hercules and Exhibit 10-J, Annual Report on Form 10-K,
certain of its officers filed March 29, 1988
10-I Form of Indemnification Agreement between Hercules Annex II, Notice of Annual Meeting and Proxy
and certain officers and directors of Hercules Statement, dated February 19, 1987
10-J Employment Agreement effective August 1, 1998, between Exhibit 10-T, Annual Report on Form 10-K,
Hercules and Vincent J. Corbo filed March 30, 1999
10-K Hercules Amended and Restated Long Term Incentive Exhibit 10-K, Annual Report on Form 10-K,
Compensation Plan filed March 29, 2000
10-L BetzDearborn Inc. Employee Stock Ownership and 401(k) Exhibit 10-L, Annual Report on Form 10-K,
Plan filed March 29, 2000
10-M Underwriting Agreement, dated March 12, 1999, among Exhibit 1.1, Current Report on Form 8-K, dated
Hercules, Hercules Trust I and the Underwriters named March 17, 1999
therein
10-N CRESTS Units Underwriting Agreement, dated July 21, Exhibit 1.1, Current Report on Form 8-K, dated
1999, among Hercules, Hercules Trust II and the July 27, 1999
Underwriters named therein
10-O Common Stock Underwriting Agreement, dated July Exhibit 1.2, Current Report on Form 8-K, dated
21, 1999, among Hercules and the Underwriters July 27, 1999
named therein
7
HERCULES INCORPORATED
NUMBER DESCRIPTION INCORPORATED BY REFERENCE TO
------ ----------- ----------------------------
10-P Share Purchase Agreement, dated as of August 10, 2000, Exhibit 2-1, Current Report on Form 8-K, dated
among CP Kelco ApS (formerly known as Hercules September 28, 2000
Copenhagen ApS), Hercules Investment ApS, Hercules
Incorporated, Lehman FG Newco, Inc., WSP, Inc. and
Hercules Holding BV/BVBA
10-Q Form of Change-of-Control Employment Agreements entered Exhibit 10-19, Registration Statement on Form
into as of August 24, 2002 by Hercules Incorporated and S-4, filed August 9, 2001
each of Robert C. Flexon and Craig A. Rogerson.
10-R Resignation Agreement, dated as of October 17, 2000, Exhibit 10-20, Registration Statement on Form
between Hercules Incorporated and Vincent J. Corbo S-4, filed August 9, 2001
10-S Letter Agreement, dated November 1, 2000, between Exhibit 10-21, Registration Statement on Form
Hercules Incorporated and Harry J. Tucci S-4, filed August 9, 2001
10-T Letter Agreement, dated November 1, 2000, between Exhibit 10-B, Quarterly Report on Form 10-Q,
Hercules Incorporated and Thomas L. Gossage filed May 16, 2001
10-U Employment Agreement, effective as of May 8, 2001, Exhibit 10-A, Quarterly Report on Form 10-Q,
between Hercules Incorporated and William H. Joyce filed May 16, 2001
10-V Change-of-Control Employment Agreement, dated as of May Exhibit 10-24, Registration Statement on Form
8, 2001, by and between Hercules Incorporated and S-4, filed August 9, 2001
William H. Joyce
10-W Form of Change-of-Control Employment Agreement entered Exhibit 10-25, Registration Statement on Form
into as of June 15, 2001 by Hercules Incorporated and S-4, filed August 9, 2001
Richard G. Dahlen
10-X Separation Agreement and General Release of Claims, Exhibit 10-26, Registration Statement on Form
dated June 22, 2001, between Hercules Incorporated and S-4, filed August 9, 2001
June B. Barry
10-Y Separation Agreement and General Release of Exhibit 10-27, Registration Statement on Form S-4,
Claims, dated June 21, 2001, between Hercules filed August 9, 2001
Incorporated and George MacKenzie
10-Z Change-of-Control Employment Agreement, dated as of Exhibit 10-28, Registration Statement on Form
July 2, 2001, by and between Hercules Incorporated and S-4, filed August 9, 2001
Fred G. Aanonsen
10-Aa Stock and Asset Purchase Agreement, dated as of Exhibit 10.1, Current Report on Form 8-K, dated
February 12, 2002, by and among Hercules February 12, 2002
Incorporated, General Electric Company and Falcon
Acquisition Corp.
10-Bb Amendment 2002-1 to Amended and Restated Long Term Exhibit I, Notice of Annual Meeting and Proxy
Incentive Compensation Plan Statement, dated May 15, 2002
10-Cc Amendment 2002-1 to Non-Employee Director Stock Exhibit II, Notice of Annual Meeting and Proxy
Accumulation Plan Statement, dated May 15, 2002
10-Dd Credit Agreement, dated December 20, 2002, among Exhibit 10-Dd, Annual Report on Form 10-K,
Hercules Incorporated, certain subsidiaries of filed March 31, 2003
Hercules, several banks and other financial
institutions identified in the agreement and Credit
Suisse First Boston, as administrative agent
10-Ee* Hercules Incorporated Compensation Benefits Grantor
Trust Agreement for Management Employees
8
HERCULES INCORPORATED
NUMBER DESCRIPTION INCORPORATED BY REFERENCE TO
------ ----------- ----------------------------
10-Ff* Hercules Incorporated Compensation Benefits Grantor
Trust Agreement for Nonemployee Directors
10-Gg* Amended and Restated Hercules Incorporated Management
Incentive Compensation Plan, dated February 21, 2003
21.1 Subsidiaries of Registrant See Part II, Item 8 on page 79 of Annual
Report on Form 10-K, filed March 31, 2003
23.1 Consent of Independent Accountants Exhibit 23.1, Annual Report on Form 10-K,
filed March 31, 2003
99.1 Certification of Chairman and Chief Executive Officer Exhibit 99.1, Annual Report on Form 10-K,
Pursuant to 18. U.S.C. Section 1350, as adopted filed March 31, 2003
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
99.2 Certification of Vice President and Controller Pursuant Exhibit 99.2, Annual Report on Form 10-K,
to 18. U.S.C. Section 1350, as adopted pursuant to filed March 31, 2003
Section 906 of the Sarbanes-Oxley Act of 2002
99.3 Certification of Chairman and Chief Executive Officer Exhibit 99.3, Annual Report on Form 10-K/A,
Pursuant to 18. U.S.C. Section 1350, as adopted filed April 30, 2003
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
99.4 Certification of Vice President and Controller Pursuant Exhibit 99.4, Annual Report on Form 10-K/A,
to 18. U.S.C. Section 1350, as adopted pursuant to filed April 30, 2003
Section 906 of the Sarbanes-Oxley Act of 2002
99.5* Certification of Vice President and Controller Pursuant
to 18. U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
99.6* Certification of Chairman and Chief Executive Officer
Pursuant to 18. U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
* Filed herewith
9