-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UlzvJTc5BjQ9morNL5a5o6yh5qzIGCBJpAIF4F0kJ91Tup42uai5R4jEWIR7qx5Z 6P/KIK1GXzY0MczsYvMOBA== 0000315066-01-000429.txt : 20010223 0000315066-01-000429.hdr.sgml : 20010223 ACCESSION NUMBER: 0000315066-01-000429 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HERCULES INC CENTRAL INDEX KEY: 0000046989 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 510023450 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-15992 FILM NUMBER: 1538726 BUSINESS ADDRESS: STREET 1: 1313 N MARKET ST STREET 2: HERCULES PLZ CITY: WILMINGTON STATE: DE ZIP: 19894 BUSINESS PHONE: 3025945000 MAIL ADDRESS: STREET 1: HERCULES PLAZA STREET 2: RM 8151 NW CITY: WILMINGTON STATE: DE ZIP: 19894-0001 FORMER COMPANY: FORMER CONFORMED NAME: HERCULES POWDER CO DATE OF NAME CHANGE: 19680321 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FMR CORP CENTRAL INDEX KEY: 0000315066 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 161144965 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 82 DEVONSHIRE ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6175706339 MAIL ADDRESS: STREET 1: 82 DEVONSHIRE STREET CITY: BOSTON STATE: MA ZIP: 02109 SC 13G/A 1 0001.txt SCHEDULE 13G - 02-14-01 - HERCULES INCORPORATED SCHEDULE 13G Amendment No. 3 Hercules Incorporated common stock Cusip # 427056106 Cusip # 427056106 Item 1: Reporting Person - FMR Corp. Item 4: Commonwealth of Massachusetts Item 5: 120,898 Item 6: 0 Item 7: 5,039,226 Item 8: 0 Item 9: 5,039,226 Item 11: 4.642% Item 12: HC Cusip # 427056106 Item 1: Reporting Person - Edward C. Johnson 3d Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 5,039,226 Item 8: 0 Item 9: 5,039,226 Item 11: 4.642% Item 12: IN Cusip # 427056106 Item 1: Reporting Person - Abigail P. Johnson Item 4: United States of America Item 5: None Item 6: None Item 7: 5,039,226 Item 8: None Item 9: 5,039,226 Item 11: 4.642% Item 12: IN SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) Item 1(a). Name of Issuer: Hercules Incorporated Item 1(b). Name of Issuer's Principal Executive Offices: 1313 North Market Street, Hercules Plaza Wilmington, DE 19894 Item 2(a). Name of Person Filing: FMR Corp. Item 2(b). Address or Principal Business Office or, if None, Residence: 82 Devonshire Street, Boston, Massachusetts 02109 Item 2(c). Citizenship: Not applicable Item 2(d). Title of Class of Securities: common stock Item 2(e). CUSIP Number: 427056106 Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d- 2(b) and the person filing, FMR Corp., is a parent holding company in accordance with Section 240.13d-1(b)(ii)(G). (Note: See Item 7). Item 4. Ownership (a) Amount Beneficially Owned: 5,039,226 (b) Percent of Class: 4.642% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 120,898 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 5,039,226 (iv) shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a CommonStock. If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following (X). Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. See attached Exhibit(s) A, B. Item 8. Identification and Classification of Members of the Group. Not Applicable. See attached Exhibit A. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. Inasmuch as the reporting persons are no longer the beneficial owners of more than five percent of the number of shares outstanding, the reporting persons have no further reporting obligation under Section 13(d) of the Securities and Exchange Commission thereunder, and the reporting persons have no obligation to amend this Statement if any material change occurs in the facts set forth herein. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13G in connection with FMR Corp.'s beneficial ownership of the common stock of Hercules Incorporated at December 31, 2000 is true, complete and correct. February 14, 2001 Date /s/Eric D. Roiter Signature Eric D. Roiter Duly authorized under Power of Attorney dated December 30, 1997, by and on behalf of FMR Corp. and its direct and indirect subsidiaries SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) Pursuant to the instructions in Item 7 of Schedule 13G, Fidelity Management & Research Company ("Fidelity"), 82 Devonshire Street, Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR Corp. and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 4,918,328 shares or 4.530% of the common stock outstanding of Hercules Incorporated ("the Company") as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. The number of shares of common stock of Hercules Incorporated owned by the investment companies at December 31, 2000 included 1,107,727 shares of common stock resulting from the assumed conversion of 47,300 shares of HERCULES TR II WT 6/30/29 (23.419 shares of common stock for each share of Hercules Incorporated Warrant). Edward C. Johnson 3d, FMR Corp., through its control of Fidelity, and the funds each has sole power to dispose of the 4,918,328 shares owned by the Funds. Neither FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR Corp., has the sole power to vote or direct the voting of the shares owned directly by the Fidelity Funds, which power resides with the Funds' Boards of Trustees. Fidelity carries out the voting of the shares under written guidelines established by the Funds' Boards of Trustees. Fidelity Management Trust Company, 82 Devonshire Street, Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR Corp. and a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, is the beneficial owner of 120,898 shares or 0.111% of the common stock outstanding of the Company as a result of its serving as investment manager of the institutional account(s). The number of shares of common stock of Hercules Incorporated owned by the institutional account(s) at December 31, 2000 included 11,709 shares of common stock resulting from the assumed conversion of 500 shares of the HERCULES TR II WT 6/30/29 described above. Edward C. Johnson 3d and FMR Corp., through its control of Fidelity Management Trust Company, each has sole dispositive power over 120,898 shares and sole power to vote or to direct the voting of 120,898 shares of common stock owned by the institutional account(s) as reported above. Strategic Advisers, Inc., 82 Devonshire Street, Boston, MA 02109, a wholly-owned subsidiary of FMR Corp. and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, provides investment advisory services to individuals. It does not have sole power to vote or direct the voting of shares of certain securities held for clients and has sole dispositive power over such securities. As such, FMR Corp.'s beneficial ownership may include shares beneficially owned through Strategic Advisers, Inc. Members of the Edward C. Johnson 3d family are the predominant owners of Class B shares of common stock of FMR Corp., representing approximately 49% of the voting power of FMR Corp. Mr. Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of the aggregate outstanding voting stock of FMR Corp. Mr. Johnson 3d is Chairman of FMR Corp. and Abigail P. Johnson is a Director of FMR Corp. The Johnson family group and all other Class B shareholders have entered into a shareholders' voting agreement under which all Class B shares will be voted in accordance with the majority vote of Class B shares. Accordingly, through their ownership of voting common stock and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR Corp. . SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) RULE 13d-1(f)(1) AGREEMENT The undersigned persons, on February 14, 2001, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the common stock of Hercules Incorporated at December 31, 2000. FMR Corp. By /s/Eric D. Roiter Eric D. Roiter Duly authorized under Power of Attorney dated December 30, 1997, by and on behalf of FMR Corp. and its direct and indirect subsidiaries Edward C. Johnson 3d By /s/Eric D. Roiter Eric D. Roiter Duly authorized under Power of Attorney dated December 30, 1997, by and on behalf of Edward C. Johnson 3d Abigail P. Johnson By /s/Eric D. Roiter Eric D. Roiter Duly authorized under Power of Attorney dated December 30, 1997, by and on behalf of Abigail P. Johnson Fidelity Management & Research Company By /s/Eric D. Roiter Eric D. Roiter Senior V.P. and General Counsel -----END PRIVACY-ENHANCED MESSAGE-----