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SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
APRIL 15, 1997 COMMISSION FILE NUMBER 1-496
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HERCULES INCORPORATED
A DELAWARE CORPORATION
I.R.S. EMPLOYER IDENTIFICATION NO.51-0023450
HERCULES PLAZA
1313 NORTH MARKET STREET
WILMINGTON, DELAWARE 19894-0001
(302) 594-5000
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INFORMATION TO BE INCLUED IN THE REPORT
ITEMS 1, 3, 4, 5, 6, 7(a), 8 and 9 are not applicable and are omitted from this
report.
ITEM 2. ACQUISITION/DISPOSITION OF ASSETS
Prior to March 31, 1997, Tastemaker U.S. and Tastemaker B.V. were
globally engaged, both directly and indirectly through their respective
subsidiaries, in the development, manufacture and sale of ingredients and
compounds used primarily to provide flavor or taste in food and beverage
products (the "Flavor Business"). Tastemaker U.S., a Delaware general
partnership, was owned 50% by Fries & Fries Inc., a wholly-owned Delaware
subsidiary of Mallinckrodt, Inc. ("F&F"), 40% by Hercules Flavor, Inc. and 10%
by Hercules Credit, Inc. (both wholly-owned domestic subsidiaries of Hercules
Incorporated). Tastemaker B.V. was owned 49.5% by F&F, 49.5% by Hercules
Nederland B.V., a wholly-owned Dutch subsidiary of Hercules Incorporated
("HNBV"), and 1% by Tastemaker U.S.
On March 31, 1997 HNBV transferred its 49.5% interest in Tastemaker
B.V. to Givaudan-Roure (International) SA, a Swiss corporation ("GRI") in
exchange for $76,560,104. Also on March 31, 1997, Mallinckrodt Inc. contributed
all of the capital stock of F&F to Givaudan-Roure (United States), Inc., a
Delaware corporation ("GRUSI"), in exchange for 88,941.349 shares of non-voting
5.5% Redeemable Preferred Stock of GRUSI. GRUSI is directly or indirectly
wholly-owned by Roche Holdings, Inc., a Delaware corporation ("Roche").
Immdediately thereafter, F&F withdrew as a partner in Tastemaker U.S., leaving
Hercules Flavor, Inc., and Hercules Credit, Inc., as the remaining partners.
Pursuant to the F&F withdrawal, (i) Tastemaker U.S. transferred all of the then
operating assets of Tastemaker U.S. (other than certain financial assets which
remain with Tastemaker U.S.) to F&F in redemption of F&F's partnership interest
and (ii) F&F assumed all of the liabilities of Tastemaker U.S., including then
existing debt of approximately $500,000,000.
After the F&F withdrawal, Tastemaker U.S. retained financial assets of
$526,529,790 (i.e. cash of $26,529,790 and a $500,000,000 New Flana LLC Fixed
Rate Note). The Note is payable to Tastemaker U.S. and accrues interest at a
fixed annual rate of 6.217 percent payable semiannually. Principal on the Note
is due August 16, 2002.
After the F&f withdrawal, Tastemaker U.S. remains a Delaware
partnership, the interests in which are entirely owned by Hercules Flavor and
Hercules Credit. It is expected that the name of Tastemaker U.S. will be
changed and its business activities will include financial services, and not
the Flavor Business.
The value or benefits derived by HNBV is connection with the transfer
of its interest in Tastemaker B.V. was determined through arms-length
negotiation based upon the value of Tastemaker B.V. on the date of such
closing. The
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value or benefits derived by Hercules Flavor, Hercules Credit and Hercules
Incorporated in connection with the above mentioned transactions was determined
through arms-length negotiation based upon the value of Tastemaker U.S. on the
date of closing.
Except as described in this report, there does not exist any material
relationship between Roche, GRI and/or GRUSI, on the one hand, and Hercules
Incorporated or any of its affiliates, any director or officer of Hercules
Incorporated, or any associate of any such director or officer, on the other
hand.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) PRO FORMA FINANCIAL INFORMATION
Hercules Incorporated has not yet fully determined the financial
consequences of the transactions described under Item 2; however,
it believes that there will be a gain reported (net of associated
costs and expenses) as a result of such transactions. After such
determination, the gain will be reported promptly in a filing
made under applicable rules and regulations of the Securities
Exchange Act of 1934.
(c) EXHIBITS:
Number Description
2.1 Agreement dated February 4, 1997 among Mallinckrodt Inc.,
Hercules Incorporated, Roche Holdings, Inc., and Givaudan-Roure
(International) SA
2.2 First Amendment to Agreement dated March 28, 1997 among
Mallinckrodt Inc., Hercules Incorporated, Roche Holdings, Inc.,
and Givaudan-Roure (International) SA
2.3 Purchase and Sale Agreement dated February 4, 1997 among
Hercules Incorporated, Hercules Nederland B.V, and
Givaudan-Roure (International) SA
2.4 Amended and Restated U.S. Partnership Agreement dated February
4, 1997 among Hercules Credit, Inc., Hercules Flavor, Inc., and
Fries & Fries, Inc.
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Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereto fully authorized.
Hercules Incorporated
By /s/ Israel J. Floyd
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Israel J. Floyd, Corporate Secretary
and Assistant General Counsel
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