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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):
October 28, 1994
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HERCULES INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 1-496 51-0023450
(State or other (Commission File Number) (I.R.C. Employer
jurisdiction of Identification
incorporation) Number)
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)
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Item 5. Other Events
Hercules Incorporated (the "Registrant") entered into a Purchase and Sale
Agreement (the "Agreement"), dated as of October 28, 1994 with Alliant
Techsystems Inc. ("Alliant"), providing for the previously announced sale by
the Registrant of substantially all of the assets and liabilities of the
Hercules Aerospace Company (the "Business"), all in accordance with the terms
and conditions set forth in the Agreement. Pursuant to the Agreement, the
Registrant has agreed to sell the Business to Alliant for $300 million in cash
(subject to certain adjustments and credits) and approximately 3.86 million
shares of Alliant's common stock.
The assets of the Business included in the sale are those of the
Registrant's Space and Strategic, Tactical Missiles, Ordnance and Powder, and
Composite Structures units. Also included are the Registrant's 100% ownership
interests in Hercules Defense Electronics Systems, Inc. and Global
Environmental Solutions, Inc. The Registrant's 25% ownership interest in
Tecnologie d'Avanguardia e Materiali Avanzati S. p. A., an Italian company may
also be included in the transaction.
After giving effect to the transactions contemplated by the Agreement and
certain stock repurchases announced by Alliant, the Registrant is expected to
own approximately 31% of the then outstanding shares of Alliant common stock.
In connection therewith, the Registrant has agreed to enter into a
Stockholder's Agreement permitting the Registrant to increase its ownership
interest in Alliant to up to 40% of Alliant's outstanding common stock and
providing, among other things, for the Registrant to designate two nominees to
Alliant's Board of Directors, and for certain "standstill" provisions with
respect to the Alliant common stock owned by the Registrant.
The closing of the transactions contemplated by the Agreement is
conditioned upon the satisfaction or, if permissible, waiver of certain
conditions, including the approval of the transaction by Alliant's
stockholders, the receipt of all required corporate and governmental filings,
consents and approvals, and the Registrant's conduct of the Business without
material adverse change. Either Party may terminate the Agreement if the
closing does not occur on or before April 30, 1995.
The foregoing description is a summary only and is not intended to be
complete. The above references to the terms and conditions of the Agreement are
qualified in their entirety by reference to the full text of the Agreement
which is being filed herewith as an exhibit and is incorporated by reference
herein in its entirety.
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On October 28, 1994, the Registrant issued a press release with respect to
the transactions contemplated by the Agreement, a copy of which is filed
herewith as an exhibit hereto and is incorporated herein by reference.
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Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
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99(1) Purchase and Sale Agreement between Alliant
Techsystems Inc. and Hercules Incorporated
Dated as of October 28, 1994
99(2) Press Release from Hercules Incorporated,
dated October 28, 1994
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HERCULES INCORPORATED
By: /s/ Israel J. Floyd
Israel J. Floyd
Assistant General Counsel and
Corporate Secretary
Dated: November 15, 1994
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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99(1) Purchase and Sale Agreement between Alliant Techsystems Inc.
and Hercules Incorporated dated as of October 28, 1994
99(2) Press Release from Hercules Incorporated, dated October 28,
1994