UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
SEC File Number:
1-496
NOTIFICATION OF LATE FILING
CUSIP Number:
427 056 106
(Check one:) [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q
[ ] Form N-SAR
For Period Ended: March 31, 2002
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the transition period ended: Not applicable
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: Not applicable
PART I - REGISTRANT INFORMATION
Hercules Incorporated
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Full Name of Registrant
Not applicable
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Former Name if Applicable
Hercules Plaza
1313 North Market Street
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Address of Principal Executive Office (Street and Number)
Wilmington, DE 19894-0001
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or
portion thereof, will be filed on or before the fifteenth
[X] calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or portion
thereof, will be filed on or before the fifth calendar day
following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, Form 20-F, Form
11-K, Form 10-Q or Form N-SAR, or the transition report, or portion thereof,
could not be filed within the prescribed period. (Attach Extra Sheets if Needed)
The registrant has been working diligently to prepare its consolidated
financial statements for the quarter ended March 31, 2002 and such consolidated
financial statements have been substantially completed. However, due to the
implementation of Statement of Financial Accounting Standards No. 142, "Goodwill
and Other Intangible Assets," combined with the complexities associated with
accounting for discontinued operations, the registrant has not finalized such
consolidated financial statements and is unable to file its Quarterly Report on
Form 10-Q for the quarter ended March 31, 2002 within the prescribed period
without unreasonable effort or expense. The registrant expects to file its
Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 on or before
May 20, 2002.
PART IV - OTHER INFORMATION
(l) Name and telephone number of person to contact in regard to this
notification
Justin P. Klein 215-864-8606
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(Name) (Area code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed? If the
answer is no, identify report(s).
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[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
For the quarter ended March 31, 2002, the Company recognized a net loss
of $580 million. Included in the net loss are impairment charges totaling $368
million for the cumulative effect of a change in accounting principle and a net
loss from discontinued operations of $209 million. The net loss from continuing
operations was $3 million.
On April 29, 2002, the Company completed the sale of its BetzDearborn
Water Treatment Business ("BetzDearborn"). Pursuant to Statement of Financial
Accounting Standards No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," BetzDearborn has been treated as a discontinued operation
and, accordingly, 2001 results of operations have been restated. Restated (loss)
from continuing operations, net income from discontinued operations, and net
loss for the three months ended March 31, 2001 were ($19) million, $9 million,
and ($10) million, respectively. As reported in the Form 10-Q filed on May 16,
2001, for the quarterly period ended March 31, 2001, net loss was ($10) million.
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Hercules Incorporated
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: May 16, 2002 By: /s/ Israel J. Floyd
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Israel J. Floyd,
Corporate Secretary
and General Counsel
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).
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