UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
November
13, 2008
(Date
of earliest event reported)
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
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, including zip code)
(302)
594-5000
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
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:
¨
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.01
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Completion
of Acquisition or Disposition of
Assets.
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On November 13, 2008, Ashland Inc.
(“Ashland”) completed the acquisition (the “Merger”) of Hercules Incorporated
(“Hercules”) pursuant to the terms of the Agreement and Plan of Merger, dated as
of July 10, 2008 among Ashland, Ashland Sub One, Inc. and Hercules Incorporated
(the “Merger Agreement”). Pursuant to the terms of the Merger
Agreement, each of the issued and outstanding shares of common stock, no
par value, of Hercules was converted into the right to receive 0.0930 of a share
of Ashland common stock and $18.60 in cash, without interest. The
foregoing summary of the Merger Agreement is qualified in its entirety by the
full text of the Merger Agreement attached as Exhibit 2.1 to the Current Report
on Form 8-K, dated July 11, 2008, filed by Hercules on July 14, 2008 and is
incorporated into this Item 2.01 by reference.
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Item
2.04
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Triggering
Events That Accelerate or Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet
Arrangement.
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On
November 13, 2008, in accordance with the provisions of an Indenture between
Hercules and The Bank of New York Mellon, successor to Bankers Trust Company, as
trustee, dated as of August 15, 1985 (the “8% Indenture”), governing Hercules’
8% Convertible Subordinated Debentures due 2010 (the “8% Debentures”), all of
the $2.173 million in aggregate principal amount of outstanding 8% Debentures
was called for redemption on December 3, 2008, at a redemption price of 100% of
the principal amount plus accrued interest to the December 3
,
2008 redemption
date. On November 13, 2008, Ashland, on behalf of Hercules, deposited
with the trustee as trust funds an amount sufficient to pay and discharge the
entire indebtedness on all outstanding 8% Debentures and interest to the
redemption date. As of the date of that deposit, the 8% Indenture was
satisfied and discharged.
Also on
November 13, 2008, in accordance with the provisions of an Indenture
between Hercules and Wells Fargo Bank, N.A., as trustee, dated as of April 8,
2004 (the “6.75% Indenture”), governing Hercules’ 6.75% Senior Subordinated
Notes Due 2029 (the “6.75% Notes”), all of the $250 million in aggregate
principal amount of outstanding 6.75% Notes was called for redemption on
December 15, 2008, at a redemption price equal to the principal amount plus
the applicable premium of 5.00942% as required by the 6.75% Indenture plus
accrued interest to the December 15, 2008 redemption date. On
November 13, 2008, Ashland, on behalf of Hercules, deposited with the trustee as
trust funds an amount sufficient to pay and discharge the entire indebtedness on
all outstanding 6.75% Notes, as well as the applicable premium and interest to
the redemption date. As of the date of the deposit, the 6.75%
Indenture was satisfied and discharged.
Item
3.01. Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
On
October 10, 2008, Ashland notified the New York Stock Exchange (the “NYSE”) of
the anticipated closing date of the Merger and requested that the class of
shares of common stock of Hercules be removed from listing on the NYSE
immediately following the completion of the Merger. In
connection with such notification and request, Ashland requested that the NYSE
file with the Securities and Exchange Commission (the “SEC”) a notification on
Form 25 to remove shares of common stock of Hercules from listing on the
NYSE and from registration under Section 12(b) of the Securities Exchange Act of
1934. The NYSE notified Ashland on November 14, 2008 that it had
filed such Form 25 with the SEC on that date. By SEC rule, the
removal of such Hercules common stock from listing on the NYSE will become
effective on November 24, 2008. Ashland intends to file a
Form 15 with the SEC on Hercules’ behalf on or about November 24, 2008 in
order to complete the deregistration of Hercules’ common stock under the
Securities Exchange Act of 1934.
Item
3.03. Material
Modification to Rights of Security Holders.
On
November 13, 2008, pursuant to the Merger Agreement, Ashland Sub One, Inc., a
wholly owned subsidiary of Ashland formed solely for the purpose of effecting
the Merger (“Merger Sub”), merged with and into Hercules, with Hercules
continuing its corporate existence as a wholly owned subsidiary of
Ashland. As a result of the Merger, Hercules common stock is no
longer publicly traded.
Pursuant
to the Merger Agreement, each share of Hercules common stock outstanding at the
effective time of the Merger was converted into the right to receive 0.0930 of a
share of Ashland common stock (the “exchange ratio”) and
$18.60 in cash, without
interest. Holders of Hercules common stock are entitled to receive
cash in lieu of any fractional shares of Ashland common stock they otherwise
would be entitled to receive pursuant to the exchange ratio.
As
described in Item 2.04 of this Current Report on Form 8-K, the Hercules 8%
Debentures outstanding at the effective time of the Merger have been called for
redemption in accordance with the provisions of the 8%
Indenture. Such description in Item 2.04 is incorporated by reference
into this Item 3.03.
The
foregoing summary of the Merger Agreement is qualified in its entirety by the
full text of the Merger Agreement attached as Exhibit 2.1 to the Current Report
on Form 8-K, dated July 11, 2008, filed by Hercules on July 14, 2008 and is
incorporated into this Item 3.03 by reference.
Item
5.01. Changes
in Control of Registrant.
Pursuant
to the Merger Agreement, on November 13, 2008, Merger Sub, a wholly owned
subsidiary of Ashland formed solely for the purpose of effecting the Merger,
merged with and into Hercules. Hercules was the surviving corporation
and the separate corporate existence of Merger Sub ceased as of the effective
time of the Merger. As a result of the Merger, Hercules became a
wholly owned subsidiary of Ashland. Hercules common stock is no
longer publicly traded.
Pursuant
to the Merger Agreement, each share of Hercules common stock outstanding at the
effective time of the Merger was converted into the right to receive 0.0930 of a
share of Ashland common stock and $18.60 in cash, without
interest. The aggregate consideration payable to Hercules
shareholders in accordance with the Merger Agreement is approximately 10.5
million shares of Ashland common stock and $2.1 billion in cash. The
cash portion of the merger consideration was funded through a combination of
cash on hand and debt financing provided by Bank of America, N.A. (including an
affiliate) and The Bank of Nova Scotia.
The
foregoing summary of the Merger Agreement is qualified in its entirety by the
full text of the Merger Agreement attached as Exhibit 2.1 to the Current Report
on Form 8-K, dated July 11, 2008, filed by Hercules on July 14, 2008 and is
incorporated into this Item 5.01 by reference.
Item
5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
None of
the principal executive officer, president, principal financial officer,
principal accounting officer, principal operating officer, or any person
performing similar functions, or any named executive officer or director of
Hercules prior to the completion of the Merger continued as such officers or
directors of Hercules, except that, following completion of the Merger, Paul C.
Raymond III is President of Hercules Incorporated, the wholly-owned
subsidiary of Ashland, and is a Vice President of Ashland and President of
Ashland Hercules Water Technologies.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Ashland Inc., as
successor registrant to Hercules Incorporated, has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
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ASHLAND
INC.
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(as
s
uccessor
registrant to Hercules Incorporated)
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Date:
November 18, 2008
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By:
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/s/ David L. Hausrath
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David
L. Hausrath
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Senior
Vice President and General Counsel
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