-----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, LyqD5NUwuslYyjlcql1ZUaHJ7pmtb1EVrSPYQCzmbr6j3N6WGxoRhznDw04u0mVF e0WsIR5kSBYhm99FVk4yfw== 0000893220-97-001285.txt : 19970724 0000893220-97-001285.hdr.sgml : 19970724 ACCESSION NUMBER: 0000893220-97-001285 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19970723 SROS: NONE FILER: 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: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-29225 FILM NUMBER: 97644214 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 S-3/A 1 HERCULES INC. AMENDMENT NO. 1 TO FORM S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 1997 REGISTRATION NO. 333-29225 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ HERCULES INCORPORATED A DELAWARE CORPORATION I.R.S. EMPLOYER IDENTIFICATION NO. 51-0023450 HERCULES PLAZA 1313 NORTH MARKET STREET WILMINGTON, DELAWARE 19894-0001 TELEPHONE: 302-594-5000 ------------------------ Copy to: ISRAEL J. FLOYD, ESQUIRE JUSTIN P. KLEIN, ESQUIRE SECRETARY BALLARD SPAHR ANDREWS & INGERSOLL HERCULES INCORPORATED HERCULES PLAZA 1735 MARKET STREET 1313 NORTH MARKET STREET PHILADELPHIA, PA 19103 WILMINGTON, DE 19894-0001 TELEPHONE: 215-864-8606 TELEPHONE: 302-594-5138 (AGENT FOR SERVICE)
------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to time after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: [X] CALCULATION OF REGISTRATION FEE
================================================================================================== PROPOSED MAXIMUM TITLE OF AMOUNT PROPOSED MAXIMUM AGGREGATE AMOUNT OF SECURITIES TO BE OFFERING PRICE OFFERING REGISTRATION TO BE REGISTERED REGISTERED(1) PER UNIT(2) PRICE(2) FEE(3) - -------------------------------------------------------------------------------------------------- Debt Securities................... $500,000,000 100% $500,000,000 $151,515.15 ==================================================================================================
(1) Such amount shall be increased if any debt securities are issued at original issue discount by an amount such that the net proceeds to be received by the Registrant shall be equal to $500,000,000. Any offering of debt securities denominated in any foreign currencies or foreign currency units will be treated as the equivalent in U.S. dollars based on the official exchange rate applicable to the purchase of such debt securities from the Registrant. (2) Estimated solely for the purpose of determining the registration fee. (3) Previously paid. ------------------------ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. ================================================================================ 2 EXPLANATORY NOTE This Registration Statement relates to debt securities of Hercules Incorporated to be offered from time to time as separate issues of debt securities denominated in U.S. dollars, foreign currencies or foreign currency units. The maximum aggregate principal amount of debt securities which may be issued under this Registration Statement is $500,000,000 (treating any offering of debt securities denominated in foreign currencies or foreign currency units as the equivalent in U.S. dollars based on the official exchange rate applicable to the purchase of such debt securities from the Registrant). This Registration Statement includes the prospectus which will be used in connection with the offering of debt securities denominated in U.S. dollars, on the terms and in the manner to be specified in prospectus supplements to be delivered in connection with each such offering. A separate prospectus will be used in connection with each offering of debt securities denominated in foreign currencies or foreign currency units. 3 INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED JULY 23, 1997 PROSPECTUS $500,000,000 HERCULES INCORPORATED DEBT SECURITIES ------------------------ Hercules Incorporated (the "Company" or "Hercules") intends from time to time to issue and offer debt securities (the "Debt Securities") in an aggregate principal amount of up to U.S. $500,000,000 (or the equivalent thereof in one or more foreign currencies or currency units) which will be offered on terms to be determined at the time of sale. When each series of Debt Securities is offered, a supplement to this Prospectus (a "Prospectus Supplement") will be delivered with this Prospectus setting forth with respect to the series of Debt Securities offered: the specific designation, aggregate principal amount, interest rate (which may be fixed or variable) and interest payment dates, if any, purchase price, maturity date, any redemption or pre-payment terms, any terms for repayment at the option of the holder, any sinking or analogous fund provisions, and any other specific terms. The Debt Securities may be sold for U.S. dollars or any foreign denominated currency or currency units, and the principal of, premium, if any, and any interest on, the Debt Securities may be payable in U.S. dollars or any foreign denominated currency or currency units. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The Debt Securities will be sold directly, through agents, dealers, or underwriters as designated from time to time, or through a combination of such methods. If any agents of the Company or any dealers or underwriters are involved in the sale of a series of Debt Securities, the names of such agents, dealers, or underwriters and any applicable agent's commission, dealer's purchase price, or underwriter's discount will be set forth in or may be calculated from information set forth in the Prospectus Supplement. The net proceeds to the Company from such sale will be the purchase price less such commission in the case of an agent, the purchase price in the case of a dealer, or the public offering price less such discount in the case of an underwriter and less, in each case, other attributable issuance expenses. The Prospectus Supplement will also set forth the securities exchanges, if any, on which the Debt Securities will be listed. See "Plan of Distribution." The Debt Securities may be offered on a continuing basis. The Company or such agents, dealers, or underwriters may reject, in whole or in part, any offer to purchase the Notes. See "Plan of Distribution." This Prospectus may not be used to consummate sales of Debt Securities unless accompanied by a Prospectus Supplement. The date of this Prospectus is July , 1997. 4 AVAILABLE INFORMATION The Company has filed with the Securities and Exchange Commission (the "SEC"), Washington, DC, a registration statement on Form S-3 (herein, together with all amendments and exhibits, referred to as the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Debt Securities offered hereby. This Prospectus does not contain all of the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information pertaining to the Debt Securities and the Company, reference is made to the Registration Statement. The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith files reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, 450 5th Street, N.W., Washington, DC 20549, and at the regional offices of the SEC, which include: Chicago Regional Office, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, IL 60661, and 7 World Trade Center, Suite 1300, New York, NY 10048. Such material can also be inspected and copied at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, NY 10005, on which certain of this Company's securities are listed. Copies can be obtained from the SEC by mail, at prescribed rates, or from the SEC's Internet website at http://www.sec.gov. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed with the SEC are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996; (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997; and (c) The Company's Current Reports on Form 8-K dated April 15, 1997 and July 16, 1997. All documents filed pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of the offering of the particular Debt Securities shall be deemed to be incorporated by reference into this Prospectus and the applicable Prospectus Supplement and to be a part hereof and thereof from the date of filing of such documents. Any statement contained herein or therein or in a document incorporated or deemed to be incorporated by reference herein or therein shall be deemed to be modified or superseded for purposes of this Prospectus and the applicable Prospectus Supplement to the extent that a statement contained herein or therein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein and therein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus or the applicable Prospectus Supplement. THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY OF THIS PROSPECTUS AND THE APPLICABLE PROSPECTUS SUPPLEMENT IS DELIVERED, UPON WRITTEN OR ORAL REQUEST, A COPY OF ANY OR ALL OF THE DOCUMENTS WHICH HAVE BEEN OR MAY BE INCORPORATED HEREIN AND THEREIN BY REFERENCE OTHER THAN EXHIBITS TO SUCH DOCUMENTS (UNLESS EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE IN SUCH DOCUMENTS). REQUESTS SHOULD BE DIRECTED TO: ISRAEL J. FLOYD, HERCULES INCORPORATED, HERCULES PLAZA, 1313 NORTH MARKET STREET, WILMINGTON, DELAWARE 19894-0001 (TELEPHONE: 302-594-5128; TELEFACSIMILE: 302-594-7252; INTERNET E-MAIL: IFLOYD@HERC.COM). 2 5 THE COMPANY Hercules Incorporated ("Hercules" or the "Company") is a diversified, worldwide producer of chemicals and related products. The Company was incorporated in Delaware in 1912 and its principal executive offices are at Hercules Plaza, 1313 North Market Street, Wilmington, Delaware 19894-0001. The telephone number for its corporate headquarters in Wilmington is (302) 594-5000. Hercules operates, both domestically and throughout the world, in two industry segments: Chemical Specialties and Food & Functional Products. Chemical Specialties manufactures, markets and sells such products as wet-strength resins and sizings to improve the properties of paper; resins for inks and adhesives; and polypropylene fibers and textile yarns used in disposable hygiene products and home furnishings. Major worldwide manufacturing locations include Brunswick, Georgia; Franklin, Virginia; Jefferson, Pennsylvania; Middelburg, the Netherlands; Milwaukee, Wisconsin; Paulinia, Brazil; Portland, Oregon; Savannah, Georgia; and Zwijndrecht, the Netherlands. Food & Functional Products manufactures, markets and sells natural food gums for the food industry and water-soluble polymers used as thickeners and stabilizers in paints, personal care products, rubber and coatings. Major worldwide manufacturing locations include Alizay, France; Doel, Belgium; Hopewell, Virginia; Kenedy, Texas; Lille Skensved, Denmark; and Parlin, New Jersey. As of December 31, 1996, Hercules had 7,114 employees worldwide. Approximately 4,300 were located in the United States. USE OF PROCEEDS Except as may otherwise be disclosed in a Prospectus Supplement, the net proceeds to be received by the Company from the sale of the Debt Securities will be used for general corporate purposes. The Company expects that it will, on a recurring basis, engage in additional financings in character and amount to be determined as the need arises. RATIO OF EARNINGS TO FIXED CHARGES The following are the Company's consolidated ratios of earnings to fixed charges for each of the periods indicated:
THREE MONTHS ENDED YEARS ENDED DECEMBER 31, MARCH 31, 1997 ---------------------------------------- (UNAUDITED) 1996 1995 1994 1993 1992 -------------- ---- ---- ---- ---- ---- Historical Ratio of Earnings to Fixed Charges................................ 19.9 10.2 11.8 9.2 6.4 5.04
For the purpose of determining earnings in the calculation of the ratio, consolidated pre-tax income (loss) has been adjusted by the equity income of majority-owned subsidiaries and the distributed income of less than 50 percent owned subsidiaries, increased by the amount of previously capitalized interest amortized during the period, and increased by the amount of fixed charges, excluding capitalized interest expense. Fixed charges consist of interest expense on borrowings (including capitalized interest) and one-third (the proportion deemed representative of the interest portion) of rents. DESCRIPTION OF DEBT SECURITIES The Debt Securities will be issued under an indenture dated as of May 15, 1993, as the same may be amended or modified from time to time as described in a Prospectus Supplement (the "Indenture"), between the Company and PNC Bank, Delaware, as trustee (the "Trustee"), a copy of which is an exhibit to the Registration Statement filed with the SEC. Effective July 23, 1997, PNC Bank, Delaware replaced Mellon Bank, N.A. as trustee through execution of an Instrument of Resignation, Appointment and Acceptance, a copy of which is also an exhibit to the Registration Statement. Effective June 4, 1996, Mellon Bank, N.A. replaced the original trustee, BankAmerica National Trust Company, through execution of an Instrument of Resignation, Appointment and Acceptance, a copy of which is also an exhibit to the Registration Statement. 3 6 The following summaries of certain provisions of the Indenture describe general terms to which any securities issued under the Indenture may be subject. Specific terms and provisions of any series of Debt Securities offered pursuant to the Indenture, as well as the extent to which the general terms described below may apply thereto, will be described in the Prospectus Supplement that relates to the offering and sale of the series of Debt Securities in respect of which this Prospectus is being delivered. Accordingly, for description of the terms of a particular issue of Debt Securities, reference must be made both to the Prospectus Supplement relating thereto and the following description. The descriptions that follow do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of the Indenture, including the definitions therein of certain terms. Particular sections of the Indenture which are relevant to the discussion are cited parenthetically. GENERAL The Debt Securities will be unsecured and will rank equally and ratably with other unsecured and unsubordinated debt of the Company, unless the Company is required to secure the Debt Securities pursuant to the negative pledge provisions described below under "Certain Covenants of the Company." The Indenture does not limit the amount of Debt Securities that can be issued thereunder. (Section 301) Reference is made to the Prospectus Supplement for the following terms, if applicable, of the series of Debt Securities offered thereby: (i) the title of the series of Debt Securities; (ii) any limit upon the aggregate principal amount of the series of Debt Securities; (iii) the rate or rates (which may be fixed or variable) at which the series of Debt Securities will bear interest, if any, or the method or methods, if any, by which such rate or rates are to be determined, the date or dates from which any such interest will accrue and on which such interest will be payable, and the record date for the interest payable on any interest payment date; (iv) the price or prices (expressed as a percentage of the principal amount) at which the Debt Securities will be issued; (v) the date or dates on which the principal of the Debt Securities will be payable; (vi) the terms of any mandatory redemption or optional redemption by the Company or the holder thereof (including any provisions for any sinking, purchase or other analogous fund); (vii) if other than the principal amount thereof, the portion of the principal amount of the series of Debt Securities that will be payable upon declaration of acceleration of the maturity thereof, (viii) whether and under what circumstances the Company will pay additional amounts on the series of Debt Securities held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Company will have the option to redeem such Debt Securities rather than pay such additional amounts; (ix) the currency, currency unit or currency composites for which the Debt Securities may be purchased and the currency, currency unit or currency composites in which the principal and any interest thereon are payable; (x) whether the currency, currency unit or currency composites for which the Debt Securities may be purchased or in which the principal and any interest thereon may be payable is at the purchaser's election and, if so, the manner in which such election may be made; (xi) any covenants and events of default with respect to the series of Debt Securities, and remedies with respect thereto, if not set forth in the Indenture; and (xii) any additional provisions or other special terms, not inconsistent with the provisions of the Indenture, including any terms that may be required by or advisable under United States laws or regulations or advisable in connection with the marketing of Debt Securities of such series. The Debt Securities may be issued in one or more series with the same or various maturities at par or at a discount which may be substantially below their stated principal amount, and may bear no interest or interest at a rate which at the time of issuance is below market rates. Federal income tax consequences and other special considerations applicable to any such substantially discounted Debt Securities will be described in the Prospectus Supplement relating thereto. Unless otherwise specified in a Prospectus Supplement, the Debt Securities shall be issued only in denominations of U.S. $1,000 and any integral multiple thereof. (Sections 301 and 302) Principal, premium, if any, and interest will be payable, and the Debt Securities will be transferable and exchangeable, in the manner described in the Prospectus Supplement relating to such Debt Securities. No service charge will be made for any transfer or exchange of any Debt Securities but the Company may, except 4 7 in certain specified cases not involving any transfer, require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. (Section 305) Unless otherwise specified in the Prospectus Supplement, principal of, any premium on, and any interest on, Debt Securities will be payable at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, provided that payment of interest, if any, may be made at the option of the Company by check mailed on or before the payment date, first class mail, to the address of the person entitled thereto as it appears on the registry books of the Company. FOREIGN CURRENCY If any of the Debt Securities are sold for any foreign currency, currency unit or currency composites or if principal of or any interest on any of the Debt Securities is payable in any foreign currency, currency unit or currency composites, the restrictions, elections, tax consequences, specific terms and other information with respect to such issue of Debt Securities and such foreign currency, currency unit or currency composites will be specified in a Prospectus Supplement. (Section 311) GLOBAL SECURITIES A series of Debt Securities may be issued in whole or in part in the form of one or more global securities ("Global Securities") that will be deposited with, or on behalf of, a depositary (the "Depositary") identified in the Prospectus Supplement relating to such series. Global Securities may be issued in either registered or bearer form and in either temporary or permanent form. Permanent Global Securities will be issued in definitive form. Unless and until exchanged in whole or in part for other Debt Securities in definitive form, a Global Security may not be transferred except as a whole by the Depositary for such Global Security to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary to any such nominee to a successor of such Depositary or a nominee of such successor Depositary. (Sections 201, 203, 304 and 305) The specific terms of the depositary arrangement with respect to a series of Debt Securities will be described in the Prospectus Supplement relating to such series. The Company anticipates that the following provisions will apply to all depositary arrangements. Upon the issuance of a Global Security, the Depositary for such Global Security will credit, on its book-entry registration and transfer system, the respective principal amounts of the Debt Securities represented by such Global Security to the accounts of institutions that have accounts with such Depositary ("Participants"). The accounts to be credited shall be designated by the underwriters or agents of such Debt Securities or, if such Debt Securities are offered and sold directly by the Company, by the Company. Ownership of beneficial interest in a Global Security will be limited to Participants or persons that may hold interests through Participants; however, the Company has no obligations to any persons that hold interests through Participants. Ownership of beneficial interests in such Global Security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Depositary for such Global Security or by Participants or persons that hold through Participants. The laws of some states require that certain purchasers of securities take physical delivery of such securities in definitive form. Such laws may impair the ability to transfer beneficial interests in a Global Security. So long as the Depositary for a Global Security, or its nominee, is the owner of such Global Security, such Depositary or such nominee, as the case may be, will be considered the sole owner or holder of the Debt Securities represented by such Global Security for all purposes under the Indenture. Except as provided below, owners of beneficial interests in a Global Security will not be entitled to have Debt Securities of the series represented by such Global Security registered in their names, will not receive or be entitled to receive physical delivery of Debt Securities of such series in definitive form and will not be considered the owners or holders thereof under the Indenture. Accordingly, each person owning a beneficial interest in a Global Security must rely on the procedures of the Depositary and, if such person is not a Participant, on the procedures of the Participant and, if applicable, the indirect participant, through which such person owns its interest, to exercise any rights of a holder under the Indenture. 5 8 Principal of, and premium, if any, and interest on, Debt Securities registered in the name of or held by a Depositary or its nominee will be made to the Depositary or its nominee, as the case may be, as the registered owner or the holder of the Global Security representing such Debt Securities. None of the Company, the Trustee, and Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of the Global Security for such Securities or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company expects that the Depositary for a series of Debt Securities, upon receipt of any payment of principal, premium or interest in respect of a permanent Global Security, will credit immediately Participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Global Security as shown on the records of such Depositary. The Company also expects that payments by Participants to owners of beneficial interests in such Global Security held through such Participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participants. If a Depositary for a series of Debt Securities is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days, the Company will issue Debt Securities of such series in definitive form in exchange for the Global Security representing the corresponding Debt Securities. In addition, the Company may at any time and in its sole discretion determine not to have any Debt Securities of a series represented by one or more Global Securities and, in such event, will issue Debt Securities of such series in definitive form in exchange for the Global Security or Global Securities representing such Debt Securities. Further, if the Company so specifies with respect to the Debt Securities of a series, upon the Depositary's request an owner of a beneficial interest in a Global Security representing Debt Securities of such series may, on terms acceptable to the Company and the Depositary for such Global Security, receive Debt Securities of such series in definitive form. In any such instance, an owner of a beneficial interest in a Global Security will be entitled to physical delivery in definitive form of Debt Securities of the series represented by such Global Security equal in principal amount to such beneficial interest and to have such Debt Securities registered in its name (if the Debt Securities of such series are issuable as Registered Securities). (Section 305) CERTAIN COVENANTS OF THE COMPANY Restrictions on Creation of Secured Debt. The Company covenants that, so long as any of the Debt Securities remain outstanding, it will not, nor will it permit any Restricted Subsidiary (as defined below), to issue, assume or guarantee any debt for money borrowed (herein referred to as "Debt") if such Debt is secured by a mortgage, security interest, pledge, lien or other encumbrance (any of such are hereinafter referred to as a "lien") on any Principal Property (as defined below), or on any shares of stock or indebtedness of any Restricted Subsidiary (whether such Principal Property, shares of stock or indebtedness are now owned or acquired after the date of the Indenture), without, in any such case, effectively providing concurrently with the issuance, assumption of or guaranty of any such Debt that the Debt Securities (together with, if the Company shall so determine, any other indebtedness of or guaranty of the Company or such Restricted Subsidiary ranking equally with the Securities and then existing or thereafter created) shall be secured equally and ratably with such Debt. This restriction, however, shall not apply to Debt secured by liens: (i) on property, shares of stock or indebtedness of any corporation existing at the time such corporation becomes a Restricted Subsidiary; (ii) on property existing at the time that it is acquired or to secure Debt incurred for the purpose of financing the purchase price of such property or improvements or construction on the property, which Debt is incurred prior to or within one year after the later of such acquisition, completion of such construction, or the commencement of commercial operation of such property; provided, however, that in the case of any such acquisition, construction or improvement the lien shall not apply to any property theretofore owned by the Company or a Restricted Subsidiary, other than, in the case of any such construction or improvement, any theretofore unimproved real improvement, on which the property is constructed, or the improvement is located; (iii) securing Debt owing by any Restricted Subsidiary to the Company or another Restricted 6 9 Subsidiary; (iv) on property of a corporation existing at the time such corporation is merged into or consolidated with the Company or a Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a corporation as an entirety or substantially as an entirety to the Company or a Restricted Subsidiary; (v) on advance, partial or progress payments pursuant to contracts with U.S. federal and state Governments for production, research or development, or on any material or supplies in connection with the performance of such contracts in order to secure such payments to such Governments; and liens on equipment, tools, machinery, land or buildings constructed or purchased by the Company or a Restricted Subsidiary for the purpose of manufacturing a product, or performing any research or development work for such Governments to secure indebtedness owing to such Governments for the construction or purchase of such equipment, tools, machinery, land and buildings (including liens incurred in connection with pollution control, industrial revenue or similar financings); (vi) existing at the date of the Indenture; or (vii) on particular property (or any proceeds of the sale thereof) to secure all or any part of the cost of exploration, drilling, mining or development thereof (including construction of facilities for field processing of minerals) intended to obtain or materially increase the production and sale or other disposition of oil, gas, coal, uranium, copper or other minerals therefrom, or any indebtedness created, issued, assumed or guaranteed to provide funds for any or all such purposes; or (viii) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any lien referred to in the foregoing clauses (i) through (vii) inclusive; provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the lien so extended, renewed or replaced (plus improvements on such property). (Section 1006) Notwithstanding the above, the Company and one or more Restricted Subsidiaries may, without securing the Debt Securities, issue, assume or guarantee secured Debt which would otherwise be subject to the foregoing restrictions, provided that the aggregate amount of Debt secured by a lien then outstanding (not including secured Debt permitted under the foregoing exceptions) does not exceed 5% of the consolidated stockholders' equity of the Company as of the end of the last preceding year. (Section 1006) For the purposes of the foregoing covenant, the following types of transactions shall not be deemed to create Debt secured by a lien: the sale or other transfer of (i) oil, gas, coal, uranium, copper or other minerals in place for a period of time until, or in an amount such that, the purchaser will realize therefrom a specified amount of money (however determined) or a specific amount of such minerals; or (ii) any other interest in property of the character commonly referred to as a "production payment." (Section 1006) Restrictions of Sale and Leaseback Transactions. Sale and leaseback transactions by the Company or any Restricted Subsidiary of any Principal Property are prohibited (except a temporary lease for a term of not more than three years and except for leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries) unless (i) the Company or such Restricted Subsidiary would be entitled to issue, assume or guarantee Debt secured by the property involved at least equal to the Attributable Debt (defined below) in respect of such transaction without equally and ratably securing the Debt Securities, provided that such Attributable Debt shall then be deemed for all purposes under Section 1006 and the provisions of this covenant to be Debt subject to the provisions of Section 1006, or (ii) an amount in cash equal to such Attributable Debt is applied to the retirement of Debt then having a maturity of more than one year. (Section 1007) Restrictions on Consolidations and Mergers. The Company will not consolidate or merge with or dispose of all or substantially all of its property to any corporation unless the surviving corporation (if other than the Company) shall assume the obligations of the Company under the Indenture and under the Debt Securities. (Section 801) If on any consolidation or merger of the Company or any Restricted Subsidiary with or into any other corporation, or on any sale, conveyance or lease of substantially all its properties, any Principal Property or any shares of stock or indebtedness of any Restricted Subsidiary would then become subject to any mortgage, pledge, security interest or other lien or encumbrance, the Company, prior to such event, will secure the Debt Securities by a direct lien on such Principal Property, shares of stock or indebtedness, prior to all liens other than any such liens previously existing. (Section 802) 7 10 CERTAIN DEFINITIONS "Attributable Debt" means the present value (discounted as provided in the Indenture) of the obligation of a lessee for rental payments during the remaining term of any lease. (Section 1007) "Consolidated Net Tangible Assets" means as of any particular time the aggregate amount of assets after deducting therefrom (a) all current liabilities and (b) all goodwill, patents, copyrights, trademarks, tradenames, unamortized debt discount and expense and other like intangibles, all as shown in the most recent consolidated financial statements of the Company and its Subsidiaries prepared in accordance with generally accepted accounting principles. (Section 101) "Principal Property" means any manufacturing plant or other facility of the Company or any Restricted Subsidiary, whether owned as of the date of the Indenture or acquired thereafter, which is located within the continental United States and, in the opinion of the Board of Directors or an officer designated by the Board of Directors, is of material importance to the total business conducted by the Company and its Restricted Subsidiaries taken as a whole. (Section 101) "Restricted Subsidiary" means any Subsidiary all the property of which is located within the continental United States of America which owns a Principal Property or in which the Company's investment, whether in the form of equity or debt, is in excess of 10% of the Consolidated Net Tangible Assets of the Company as of the end of the fiscal year preceding the date of determination, provided, however, that the term "Restricted Subsidiary" shall not include any Subsidiary principally engaged in financing exports from or operations outside the continental United States of America. (Section 101) EVENTS OF DEFAULT, NOTICE AND WAIVER; DEBT SECURITIES IN FOREIGN CURRENCIES As to any series of Debt Securities, an Event of Default is defined in the Indenture as (a) default for 30 days in payment of any interest on the Debt Securities of such series; (b) default in payment of principal of or any premium on the Debt Securities of such series at maturity, upon redemption or repayment, by declaration or otherwise; (c) default in payment of any sinking or purchase fund or analogous obligation, if any, on the Debt Securities of such series and continuance of such default for a period of 30 days; (d) default by the Company in the performance of any other material covenant or warranty contained in the Indenture for the benefit of such series which shall not have been remedied for a period of 60 days after notice given as specified in the Indenture; (e) certain events of bankruptcy, insolvency and reorganization of the Company; or (f) any other events of default provided with respect to a particular series of Debt Securities. (Section 501) The Indenture provides that, if an Event of Default shall have occurred and be continuing with respect to any series, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Debt Securities of such series then outstanding (each such series acting as a separate class) may declare the principal (or, in the case of Original Issue Discount Securities, the portion thereof specified in the terms thereof) of all outstanding Debt Securities of such series and the interest accrued thereon, if any, to be immediately due and payable; upon certain conditions, however, such declarations may be annulled and past defaults (except for defaults in the payment of principal of, any premium on, or any interest on, such Debt Securities and in compliance with certain covenants) may be waived by the holders of a majority in principal amount of the Debt Securities of such series then outstanding. (Sections 502 and 513) Under the Indenture, the Trustee must give to the holders of each series of Debt Securities notice of all uncured defaults known to it with respect to such series within 90 days after such a default occurs (the term default includes the events specified above without notice or grace periods); provided that, except in the case of default in the payment of principal of, any premium on, or any interest on, any of the Debt Securities of such series, or default in the payment of any sinking or purchase fund installment or analogous obligations, the Trustee shall be protected in withholding such notice if it in good faith determines that the withholding of such notice is in the interests of the holders of the Debt Securities of such series; provided, further, that in the case of any default by the Company in the performance of any material covenants or warranties contained in the Indenture, no such notice shall be given until at least 30 days after the occurrence thereof. (Sections 501 and 602) 8 11 No holder of any Debt Securities of any series may institute any action under the Indenture unless (a) such holder shall have given the Trustee written notice of a continuing Event of Default, (b) the holders of not less than 25% in aggregate principal amount of the Debt Securities of such series then outstanding shall have requested the Trustee to institute proceedings in respect of such Event of Default, (c) such holder or holders shall have offered the Trustee such reasonable indemnity as the Trustee may require, (d) the Trustee shall have failed to institute an action for 60 days thereafter and (e) no inconsistent direction shall have been given to the Trustee during such 60-day period by the holders of a majority in aggregate principal amount of Debt Securities then outstanding of such series. (Section 507) The holders of a majority in aggregate principal amount of the Debt Securities of any series affected and then outstanding will have the right, subject to certain limitations, to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to such series of Debt Securities. (Section 512) The Indenture provides that in case an Event of Default shall occur and be continuing, the Trustee, in exercising its rights and powers under the Indenture, will be required to use the degree of care of a prudent man in the conduct of his own affairs. (Section 601) The Indenture requires the Company to file annually with the Trustee an Officers' Certificate as to the officers' knowledge of any defaults under the terms of the Indenture. (Section 1009) If any Debt Securities are denominated in coin or currency other than that of the United States, then for the purposes of determining whether the holders of the requisite principal amount of Debt Securities have taken any action as herein described, the principal amount of such Debt Securities shall be deemed to be that amount of United States dollars that could be obtained for such principal amount on the basis of the noon Dollar buying rate for cable transfers quoted in New York City for the currency in which such Debt Securities are denominated (as evidenced to the Trustee by an Officers' Certificate) as of the date of the taking of such action by the holders of such requisite principal amount as evidenced to the Trustee as provided in the Indenture. (Section 311) If any Debt Securities are Original Issue Discount Securities, then for the purposes of determining whether the holders of the requisite principal amount of Debt Securities have taken any action herein described, the principal amount of such Debt Securities shall be deemed to be the portion of such principal amount that would be due and payable at the time of the taking of such action upon a declaration of acceleration of maturity thereof. (Section 101) MODIFICATION OF THE INDENTURE With certain exceptions, the Indenture or the rights of the holders of the Debt Securities under the Indenture may be modified by the Company and the Trustee with the consent of the holders of a majority in aggregate principal amount of the Debt Securities of each series adversely affected by such modification then outstanding, but no such modification may be made without the consent of each holder of such Debt Securities which would (i) change the maturity of, any principal of or any premium on, or any installment of interest on, any Debt Security, or reduce the principal amount thereof or the interest or any premium thereon, or change the method of computing the amount of principal thereof or interest thereon on any date or change any place of payment where, or the coin or currency in which, any Debt Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in the case of redemption or repayment, on or after the redemption date or the repayment date, as the case may be), or (ii) reduce the percentage in principal amount of the outstanding Debt Securities of any series, the consent of whose holders is required for any such supplemental indenture, or (iii) modify any of the provisions of certain Sections of the Indenture, including the provisions summarized in this paragraph, except to increase any such percentage or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the holder of each outstanding Debt Security affected thereby. (Section 902) 9 12 DEFEASANCE OF THE INDENTURE AND DEBT SECURITIES If the terms of any series of Debt Securities so provide, the Company will be deemed to have paid and discharged the entire indebtedness on all the outstanding Debt Securities of any series of Debt Securities by (a) depositing with the Trustee (i) as trust funds in trust an amount sufficient to pay and discharge the entire indebtedness on all Debt Securities of such series for principal, premium and interest, or (ii) as obligations in trust such amount of direct obligations of or obligations the principal of and interest on which are fully guaranteed by the United States government as will, together with the income to accrue thereon without consideration of any reinvestment thereof, be sufficient to pay and discharge the entire indebtedness on all such Debt Securities for principal, premium and interest and (b) satisfying certain other conditions precedent specified in the Indenture including the delivery to the Trustee of an Opinion of Counsel to the effect that the Holders of the Debt Securities will not recognize income, gain or loss for federal income tax purposes as a result of the Company's exercise of its option to defease the Debt Securities and will be subject to federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such option had not been exercised. (Section 403) In the event of any such defeasance, holders of such Debt Securities would be able to look only to such trust fund for payment of principal of, any premium on, and any interest on, their Debt Securities. CONCERNING THE TRUSTEE The Trustee is PNC Bank, Delaware which has, from time to time, provided loans and other customary banking services to the Company in the ordinary course of business. PLAN OF DISTRIBUTION The Company may sell the Debt Securities (i) through underwriters or dealers; (ii) through agents; (iii) directly to purchasers; or (iv) through a combination of any such methods of sale. Any such underwriter, dealer or agent may be deemed to be an underwriter within the meaning of the Securities Act. The Prospectus Supplement relating to a series of the Debt Securities sets forth their offering terms, including the name or names of any underwriters, the purchase price of the Debt Securities and the proceeds to the Company from such sale, any underwriting discounts, commissions and other items constituting underwriters' compensation, any initial public offering price and any underwriting discounts, commissions and other items allowed or reallowed or paid to dealers and any securities exchanges on which the Debt Securities may be listed. If underwriters are used in the sale, the Debt Securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, or at prices related to such prevailing market prices, or at negotiated prices. The Debt Securities may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more of such firms. Unless otherwise set forth in a Prospectus Supplement, the obligations of the underwriters to purchase the Debt Securities will be subject to certain conditions precedent and the underwriters will be obligated to purchase all the Debt Securities if any are purchased. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. Debt Securities may be sold directly by the Company or through agents designated by the Company from time to time. Any agent involved in the offer or sale of the Debt Securities in respect of which this Prospectus is delivered will be named, and any commissions payable by the Company to such agent will be set forth, in a Prospectus Supplement. Unless otherwise indicated in a Prospectus Supplement, any such agent will be acting on a reasonable efforts basis for the period of its appointment. If so indicated in a Prospectus Supplement, the Company will authorize underwriters, dealers or agents to solicit offers by certain specified institutions to purchase Debt Securities from the Company at the public offering price set forth in such Prospectus Supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. Such contracts will be subject to any conditions set 10 13 forth in the Prospectus Supplement and the Prospectus Supplement will set forth the commission payable for solicitation of such contracts. The underwriters and other persons soliciting such contracts will have no responsibility for the validity or performance of any such contracts. Underwriters, dealers and agents may be entitled under agreements entered into with the Company to indemnification by the Company against certain civil liabilities, including liabilities under the Securities Act, or to contribution by the Company to payments they may be required to make in respect thereof. LEGAL MATTERS Certain legal matters in connection with the Debt Securities being offered hereby will be passed upon for the Company by Ballard Spahr Andrews & Ingersoll, Philadelphia, Pennsylvania and Richard G. Dahlen, Esquire, Vice President and General Counsel of the Company, unless otherwise specified in a Prospectus Supplement. Mr. Dahlen owned beneficially, as of July 22, 1997, 12,222 shares of restricted stock under the Hercules Incorporated Long Term Incentive Compensation Plan (the "LTICP"), 110 shares of Hercules common stock under the Hercules Incorporated Savings and Investment Plan, and the right to acquire within 60 days hereof 8,400 shares under options held pursuant to the LTICP. EXPERTS The consolidated financial statements of the Company and its subsidiaries which are included in the Company's most recent Annual Report on Form 10-K have been audited and reported upon by Coopers & Lybrand, L.L.P., independent accountants, and are incorporated by reference in this Prospectus. Such financial statements are incorporated herein in reliance on the report of Coopers & Lybrand, L.L.P., given on the authority of such firm as experts in accounting and auditing. 11 14 PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following table sets forth the estimated amount of various expenses in connection with the sale and distribution of the securities being registered: SEC Registration fee.............................................................. $151,515 Printing and engraving expenses................................................... 50,000 Legal fees and expenses (including blue sky fees and expenses).................... 75,000 Accounting fees and expenses...................................................... 15,000 Transfer agent fees............................................................... 16,000 -------- Total............................................................................. $307,515 --------
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Under the provisions of the Restated Certificate of Incorporation of the Registrant, each person who is or was a director or officer of the Registrant shall be indemnified by the Registrant as of right to the full extent permitted or authorized by the Delaware General Corporation Law. Under such law, to the extent that such a person is successful on the merits or otherwise in defense of any action, suit, or proceeding brought against him by reason of the fact that he is a director or officer of the Registrant, he shall be indemnified against expenses, liability and loss including attorneys' fees reasonably incurred in connection therewith. If unsuccessful in defense of a third-party civil suit, or if such a suit is settled, such a person shall be indemnified under such law against both (1) expenses (including attorneys' fees) and (2) judgments, fines, penalties and amounts paid in settlement if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the Registrant, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. If unsuccessful in defense of a suit brought by or in the right of the Registrant, or if such suit is settled, such a person shall be indemnified under such law only against expenses including attorneys' fees incurred in the defense or settlement of such suit if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the Registrant except that if such a person is adjudged to be liable in such a suit for negligence or misconduct in the performance of his duty to the Registrant, he cannot be indemnified unless the Court of Chancery of the State of Delaware or any other court in which such action or suit was brought determines that he is fairly and reasonably entitled to indemnity for such expenses. Under provisions of the Restated Certificate of Incorporation, a director of the Registrant shall have no personal liability to the Registrant or its stockholders for monetary damages for breach of his fiduciary duty as a director to the full extent permitted by the Delaware General Corporation Law, as it may be amended from time to time. The Registrant has purchased liability insurance policies which provide specified coverage for certain liabilities incurred by officers and directors in their capacities as such. The stockholders of the Registrant have also approved a form of indemnification agreement to be entered into between the Registrant and its directors and officers, which provides for indemnification to the extent permitted by Delaware law and, in addition, sets forth the procedures for determining entitlement to indemnification, the manner of the advancement of expenses, remedies of the indemnitee and certain other matters of a similar nature. The Registrant has entered into such agreements with all of its officers and directors. II-1 15 The foregoing summaries are necessarily subject to the complete text of the relevant statute or document. ITEM 16. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION - ------- ------------------------------------------------------------------------------------- 4.1 Indenture dated as of May 15, 1993, between Registrant and Trustee (incorporated by reference to Exhibit 4-C to Registrant's Registration Statement on Form S-3 dated April 30, 1993, as Post-effective Amendment No. 1 to Registration Statement No. 33-33768 and as Post-effective Amendment No. 2 to Registration Statement No. 33-15104). The form or forms of debt securities with respect to each particular offering of securities registered hereunder will be filed as an Exhibit to a Current Report on Form 8-K and incorporated herein by reference.* 4.2 Instrument of Resignation, Appointment and Acceptance dated as of June 4, 1996, among the Registrant, Mellon Bank, N.A., and BankAmerica National Trust Company.* 4.3 Instrument of Resignation, Appointment and Acceptance dated as of July 23, 1997, among the Registrant, Mellon Bank, N.A., and PNC Bank, Delaware. 5.1 Opinion of Registrant's Counsel* 5.2 Opinion of Ballard Spahr Andrews & Ingersoll 12.1 Statement re Earnings to Fixed Charges 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Registrant's Counsel (included in Exhibit 5.1) 23.3 Consent of Ballard Spahr Andrews & Ingersoll (included in Exhibit 5.2) 24.1 Power of Attorney (included on Signature Page)* 25.1 Form T-1, Statement of Eligibility of Trustee
- --------------- * Previously filed ITEM 17. UNDERTAKINGS. The Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this Registration Statement. (i) to include any prospectus required by Section 10(a)(3) of the Securities Act. (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that the undertakings set forth in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are incorporated by reference in this Registration Statement. (2) That, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering. II-2 16 (4) That, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 15 above or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-3 17 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware, on July 22, 1997. HERCULES INCORPORATED By: /s/ GEORGE MACKENZIE ------------------------------------ George Mackenzie, Senior Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE CAPACITY DATE - --------------------------------------------- --------------------------------- -------------- * Director, Principal Executive July 22, 1997 - --------------------------------------------- Officer R. Keith Elliott (Chairman and Chief Executive Officer) * Principal Financial Officer July 22, 1997 - --------------------------------------------- (Senior Vice President and George MacKenzie Chief Financial Officer) * Principal Accounting Officer July 22, 1997 - --------------------------------------------- (Vice President and Controller) Vikram Jog * Director July 22, 1997 - --------------------------------------------- Vincent J. Corbo * Director July 22, 1997 - --------------------------------------------- Richard M. Fairbanks * Director July 22, 1997 - --------------------------------------------- Edith E. Holiday * Director July 22, 1997 - --------------------------------------------- Robert G. Jahn
II-4 18
SIGNATURE CAPACITY DATE - --------------------------------------------- --------------------------------- -------------- * Director July 22, 1997 - --------------------------------------------- Gaynor N. Kelley * Director July 22, 1997 - --------------------------------------------- Ralph L. MacDonald, Jr. * Director July 22, 1997 - --------------------------------------------- Eugene E. McBrayer * Director July 22, 1997 - --------------------------------------------- Peter McCausland * Director July 22, 1997 - --------------------------------------------- Paula A. Sneed * Director July 22, 1997 - --------------------------------------------- Lee M. Thomas * By: /s/ RICHARD G. DAHLEN - --------------------------------------------- (Richard G. Dahlen as attorney-in-fact for the persons indicated)
II-5 19 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 EXHIBITS TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HERCULES INCORPORATED ================================================================================ 20
EXHIBIT NUMBER DESCRIPTION - ------- ------------------------------------------------------------------------------------- 4.1 Indenture dated as of May 15, 1993, between Registrant and Trustee (incorporated by reference to Exhibit 4-C to Registrant's Registration Statement on Form S-3 dated April 30, 1993, as Post-effective Amendment No. 1 to Registration Statement No. 33-33768 and as Post-effective Amendment No. 2 to Registration Statement No. 33-15104). The form or forms of debt securities with respect to each particular offering of securities registered hereunder will be filed as an Exhibit to a Current Report on Form 8-K and incorporated herein by reference.* 4.2 Instrument of Resignation, Appointment and Acceptance dated as of June 4, 1996, among the Registrant, Mellon Bank, N.A., and BankAmerica National Trust Company.* 4.3 Instrument of Resignation, Appointment and Acceptance dated as of July 23, 1997, among the Registrant, Mellon Bank, N.A., and PNC Bank, Delaware. 5.1 Opinion of Registrant's Counsel* 5.2 Opinion of Ballard Spahr Andrews & Ingersoll 12.1 Statement re Earnings to Fixed Charges 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Registrant's Counsel (included in Exhibit 5.1) 23.3 Consent of Ballard Spahr Andrews & Ingersoll (included in Exhibit 5.2) 24.1 Power of Attorney (included on Signature Page)* 25.1 Form T-1, Statement of Eligibility of Trustee
- --------------- * Previously filed EX-4.3 2 INSTRUMENT OF RESIGNATION 1 Exhibit 4.3 INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, (the "Instrument") dated as of July 23, 1997, among Hercules Incorporated, a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at 1313 North Market Street, Wilmington, Delaware 19894 (the "Company"), Mellon Bank, N.A., a banking corporation duly organized and existing under the laws of the United States of America, having its principal corporate trust office at Two Mellon Bank Center, Room 325, Pittsburgh, PA 15259 (the "Resigning Trustee"), and PNC Bank, Delaware, a corporation duly organized and existing under the laws of the State of Delaware, having its principal corporate trust office at 222 Delaware Avenue, Wilmington, DE 19801 (the "Successor Trustee"); RECITALS There are presently issued and outstanding $125,000,000 of the Company's 6 5/8% Notes due 2003 (the "Securities"), under an Indenture dated as of May 15, 1993 (the "Indenture"), between the Company and BankAmerica National Trust Company, predecessor trustee to the Resigning Trustee. The Resigning Trustee has been requested and has agreed to resign as Trustee under the Indenture; the Company wishes to appoint the Successor Trustee to succeed the Resigning Trustee as Trustee under the Indenture; and the Successor Trustee wishes to accept appointment as Trustee under the Indenture. NOW THEREFORE, the Company, the Resigning Trustee and the Successor Trustee agree as follows: ARTICLE ONE THE RESIGNING TRUSTEE Section 101. Pursuant to Section 610 of the Indenture, the Resigning Trustee hereby gives notice to the Company of its resignation as Trustee, Registrar, Paying Agent and all other appointments under the Indenture, effective as of the date hereof and the Company hereby waives any additional requirement as to notice under the Indenture. Section 102. The Resigning Trustee hereby represents and warrants to the Successor Trustee (without having conducted any investigation or inquiry) that as of the date hereof: (a) To the best knowledge of the Responsible Officers of the Resigning Trustee assigned to its Corporate Trust Department, no "Event of Default" (as defined in the Indenture) and no event which, after notice or lapse of time or both, would become an event of default, has occurred and is continuing under the Indenture; 2 (b) No covenant or condition contained in the Indenture has been waived by the Resigning Trustee or, to the best knowledge of the Responsible Officers of the Resigning Trustee assigned to its Corporate Trust Department, by the holders of the percentage in aggregate principal amount of the Securities required by the Indenture to effect any such waiver; (c) To the best knowledge of the Responsible Officers of the Resigning Trustee assigned to its Corporate Trust Department, there is no action, suit, or proceeding pending or threatened against the Resigning Trustee before any court or government authority arising out of any action or omission by the Resigning Trustee as Trustee under the Indenture to which the Trustee has been named as a party; and (d) The Resigning Trustee has furnished, or as promptly as practicable will furnish, to the Successor Trustee originals of all documents relating to the trust created by the Indenture in its possession and all recorded information in the possession of its Corporate Trust Department relating to the administration and status thereof, provided that the Resigning Trustee may retain copies thereof and provided further that the Successor Trustee will make available to the Resigning Trustee as promptly as practicable following the request of the Resigning Trustee any such original documents which the Resigning Trustee may need to defend against any action, suit, or proceeding instituted or threatened against the Resigning Trustee and Trustee under the Indenture or which the Resigning Trustee may need for any other proper purposes. Section 103. The Resigning Trustee hereby assigns, transfers, and delivers to the Successor Trustee as is and without recourse all right, title, and interest of the Resigning Trustee in and to the trusts under the Indenture and all the rights, powers, and trusts of the Trustee under the Indenture. The Resigning Trustee shall execute and deliver such further instruments as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, trusts, and powers hereby assigned, transferred, and delivered to the Successor Trustee, all at the expense of the Company. Section 104. The ongoing duties of the Resigning Trustee relating to the representations and warranties contained in Sections 102(d) and 103 shall expire ninety (90) days after the date first set forth in the recitals. 3 ARTICLE TWO THE COMPANY Section 201. Annex hereto marked as Exhibit A is a Certificate wherein the Secretary or Assistant Secretary of the Company attests to the execution of this Instrument by the Company and certifies that the Board of Directors or a duly authorized Committee thereof has approved of and authorized (and such approval and authorization is in full force and effect on the date hereof) certain officers of the Company to (a) accept the Resigning Trustee's resignation as Trustee under the Indenture; (b) appoint the Successor Trustee as Trustee under the Indenture; and (c) execute and deliver such agreements and other instruments as may be necessary or desirable to effectuate the succession of the Successor Trustee as Trustee under the Indenture. Section 202. The Company hereby appoints the Successor Trustee as Trustee under the Indenture and confirms to the Successor Trustee all rights, powers, and trusts of the Trustee under the Indenture. The Company shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, trusts, and powers hereby assigned, transferred, delivered, and confirmed to the Successor Trustee. Section 203. Promptly after the execution and delivery of this Instrument, the Company shall cause a notice, the form of which is annexed hereto as Exhibit B, to be sent to each holder of the Securities in accordance with the provisions of the Indenture, with copies to the Resigning Trustee and the Successor Trustee. Section 204. The Company hereby represents and warrants to the Successor Trustee and the Resigning Trustee (without having conducted any investigation or inquiry) that: (a) It is a duly incorporated and existing corporation in good standing under the laws of the State of Delaware and has full power to execute and deliver this Instrument; (b) This Instrument has been duly and validly authorized, executed, and delivered by the Company and constitutes a legal, valid, and binding obligation of the Company. (c) The Securities have been duly registered under the Securities Act of 1933, as amended, and such registration has become effective; the Indenture complies with the Trust Indenture Act of 1939, as amended, and has been duly qualified thereunder and is a legal, valid, and binding obligation of the Company; 4 (d) The Company has performed or fulfilled each covenant, agreement, and condition on its part to be performed or fulfilled under the Indenture; (e) The Company has no knowledge of the existence of any default, Event of Default, or any event which upon notice or passage of Time or both would become an Event of Default under the Indenture; (f) The Company has not appointed any paying agent other than the Resigning Trustee under the Indenture; and (g) The Company will continue to perform the obligations undertaken by it under the Indenture. ARTICLE THREE THE SUCCESSOR TRUSTEE Section 301. The Successor Trustee hereby represents and warrants to the Resigning Trustee and to the Company that the Successor Trustee is qualified under the Indenture and under the provisions of Section 310 of the Trust Indenture Act of 1939, as amended, to act as Trustee under the Indenture. Section 302. The Successor Trustee hereby accepts its appointment as Trustee under the Indenture and shall hereby be vested with all the authority, rights, powers, trusts, immunities, duties, and obligations of the Trustee under the Indenture and shall undertake any transfers, assignments, deliveries, recordings, continuations, filings, and other steps necessary to effectuate its appointment and duties as Trustee, all as contemplated by Section 103 hereof. ARTICLE FOUR MISCELLANEOUS Section 401. Except as otherwise expressly provided or unless the context otherwise requires, all terms used herein which are defined in the Indenture shall have the meanings assigned to them in the Indenture. Section 402. (a) This Instrument and the resignations, appointments, and acceptances effected hereby shall be effective as of the close of business on the date first above written upon the execution and delivery hereof by each of the parties hereto. (b) Simultaneously with the execution and delivery of this Instrument by each of the parties hereto, the Resigning Trustee and the Successor Trustee shall each deliver a copy of their respective Signature Resolutions and the Company shall deliver a copy of an Incumbency Certificate to each of the other parties hereto. Section 403. Notwithstanding the resignation of the Resigning Trustee effected hereby, the Company shall remain obligated under the Indenture to compensate, reimburse, and indemnify the Resigning Trustee in connection with its trusteeship and any agencies under the Indenture and any related financing documents. Section 404. This Instrument shall be governed by and construed in accordance with the laws of the State of Delaware. 5 Section 405. This Instrument may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute one and the same instrument. Section 406. There shall be no third-party beneficiaries of this Instrument. IN WITNESS WHEREOF, the parties hereto have caused this Instrument of Resignation, Appointment, and Acceptance to be duly executed and their respective seals to be affixed hereunto and duly attested all as of the day and year first above written. HERCULES INCORPORATED By: /s/ -------------------------------- Treasurer PNC BANK, DELAWARE By: /s/ -------------------------------- MELLON BANK, N.A. By: /s/ -------------------------------- 6 EXHIBIT B Notice of holder of $125,000,000 6.625% Notes Due June 1, 2003, (the "Notes") (CUSIP#AM8) Hercules Incorporated We hereby notify you of the resignation of Mellon Bank, N.A., as Trustee under the Indenture dated as of May 15, 1993, pursuant to which your Notes were issued and are outstanding. Hercules Incorporated has appointed PNC Bank, Delaware, whose principal Corporate Trust Office is located at 222 Delaware Avenue, Wilmington, DE 19801, as Successor Trustee under the Indenture, which appointment has been accepted and became effective as of __________, 1997. PNC Bank, Delaware, with offices at 222 Delaware Avenue, Wilmington, DE 19801, will become Paying Agent and Registrar and serve at the office or agency where the Notes may be presented for payment and for registration of transfer and exchange and where notices and demands with respect to the Indenture and of the Notes may be served. Hercules Incorporated PNC Bank, Delaware Mellon Bank, N.A. Dated. ___________, 1997 - ---------- *This CUSIP number is included solely for the convenience of the holders. None of Hercules Incorporated, the Trustee, the Successor Trustee, the Paying Agent or the Registrar shall be responsible for the selection or use of this CUSIP number, nor is any representation made as to its correctness. EX-5.2 3 OPINION OF BALLARD SPAHR ANDREWS & INGERSOLL 1 Exhibit 5.2 [BALLARD SPAHR ANDREWS & INGERSOLL LETTERHEAD APPEARS HERE] July 23, 1997 Hercules Incorporated Hercules Plaza Wilmington, DE 19894-0001 Re: Registration Statement on Form S-3 for Hercules Incorporated (the "Company") Gentlemen: We have acted as your counsel and are rendering this opinion in connection with the filing of the Registration Statement on Form S-3 (the "Registration Statement") by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration by the Company of $500,000,000 principal amount of its debt securities (the "Debt Securities") to be denominated in U.S. dollars, foreign currencies or foreign currency units. The Debt Securities will be issued under an Indenture dated as of May 15, 1993, between the Company and PNC Bank, Delaware, as Trustee (the "Indenture"). We have examined originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement and all exhibits thereto and the Indenture. We have also examined such corporate records and other documents and instruments, and have made such inquiries of officers and representatives of the Company and have considered such matters of law as we have deemed appropriate as the basis for the opinions hereinafter set forth. In delivering this opinion, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified, photostatic or conformed copies, the authenticity of originals of all such latter documents and the accuracy and completeness of all records, information and statements submitted to us by officers and representatives of the Company. For purposes of this opinion, we have assumed that: (1) the proposed transactions are carried out on the basis set forth in the Registration Statement; (2) the Commission shall have issued an order declaring effective the Registration Statement under the Securities Act and (3) the maturity dates, the interest rates, the interest payment dates, the redemption provisions and prices and other terms of the Debt Securities shall have been determined in accordance with the provisions of the Indenture and as set forth in the Registration Statement and the Debt Securities will be executed, authenticated and delivered as provided in the Indenture. Based upon and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that: 2 Hercules Incorporated July 23, 1997 Page 2 1. The Indenture has been duly and validly authorized by the Company and, assuming due authentication by the Trustee, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms and the Company is entitled to the benefits (and are subject to all of the limitations) of the Indenture, except that enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, fraudulent conveyance or other similar laws affecting or relating to enforcement of creditors' rights generally, (ii) general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether such enforcement may be sought in a proceeding in equity or at law) and (iii) the invalidity or unenforceability under certain circumstances, under state or federal law or court decisions, of provisions indemnifying a party against liability for its own wrongful or negligent acts or when such indemnification is against public policy. 2. Subject to the foregoing assumptions, when properly authenticated and delivered by the Trustee under the Indenture, the Debt Securities will be legally issued and binding obligations of the Company. We express no opinion as to the law of any jurisdiction other than the federal law of the United States and the law of the State of Delaware. We hereby consent to the sole use of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading "Legal Matters" in the Prospectus included therein. This opinion is not to be used, circulated, quoted, referred to or relied upon by any other person or for any other purpose without our prior written consent. Very truly yours, EX-12.1 4 STATEMENT RE EARNINGS TO FIXED CHARGES 1 Exhibit 12.1 STATEMENT RE EARNINGS TO FIXED CHARGES
Three Months Ended Years Ended December 31, March 31, 1997 ---------------------------------------------------------------- (unaudited) 1996 1995 1994 1993 1992 ---- ---- ---- ---- ---- Pre-Tax Earnings 274,000 485,000 504,643 408,288 311,186 264,822 Less Equity Income of Affiliate (Pre-Tax) (17,000) (53,000) (41,000) (26,000) (24,000) (15,984) Amortization of Previously Capitalized Interest 8,281 5,823 8,260 11,690 11,837 11,365 Fixed Charges 14,496 50,333 44,944 49,564 57,232 64,996 Less Capitalized Interest (1,131) (5,000) (4,830) (7,901) (5,738) (7,770) -------- -------- -------- -------- -------- -------- 278,646 483,156 512,017 435,641 350,517 317,429 Net Income (Loss) from 50% or greater than Affiliate (After Tax) 9,384 27,773 19,861 15,621 6,366 6,233 Dividends from less than 50% Affiliate 0 300 419 4,596 8,313 3,708 -------- -------- -------- -------- -------- -------- Earnings 288,030 511,229 532,297 455,858 385,196 327,370 Fixed Charges Calculation Interest and Debt Expense 10,782 35,000 28,383 28,137 35,159 41,196 Capitalized Interest 1,131 5,000 4,830 7,901 5,735 7,770 Portion of Rentals Representing an Interest Factor of 1/3 2,583 10,333 11,731 13,526 15,335 16,030 -------- -------- -------- -------- -------- -------- Total Fixed Charges 14,496 50,333 44,944 49,564 57,232 64,996 Ratio of Earnings to Fixed Charges 19.87 10.16 11.84 9.20 6.38 5.04
EX-23.1 5 CONSENT OF COOPERS& LYBRAND L.L.P. 1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the inclusion in this registration statement on Form S-3 (Registration No. 333-29225) of our report dated February 7, 1997, on our audits of the consolidated financial statements of Hercules Incorporated and subsidiary companies (the "Company") as of December 31, 1996 and 1995, and for each of the three years in the period ended December 31, 1996, which report is included in the Company's most recent Annual Report on Form 10-K. We also consent to the reference to our firm under the caption "Experts." /s/ Coopers & Lybrand L.L.P. 2400 Eleven Penn Center Philadelphia, Pennsylvania 19103 July 22, 1997 EX-25.1 6 FORM T-1, STATEMENT OF ELIGIBILITY OF TRUSTEE 1 Exhibit 25.1 FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)X PNC BANK, DELAWARE (Exact Name of Trustee as Specified in Charter) DELAWARE (Jurisdiction of incorporation or organization is not a U.S. national bank) 51-0015390 (I.R.S. Employer Identification No.) 222 DELAWARE AVENUE WILMINGTON, DE 19801 (Address of principal executive offices - Zip Code) MICHAEL B. MCCARTHY PNC BANK, DELAWARE 222 Delaware Avenue Wilmington, DE 19801 ((302) 429-1546) (Name, address and telephone number of agent for service) HERCULES INCORPORATED (Exact name of obligor as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 51-0023450 (I.R.S. Employer Identification No.) HERCULES PLAZA 1313 N. Market Street Wilmington, DE 19801 (Address of principal executive offices - Zip code) $100,000,000 ___% Notes due August 1, 2000 $125,000,000 6 5/8 % Notes due June 1, 2003 $100,000,000 __% Notes due August 1, 2027 (Title of the indenture securities) 2 ITEM 1 GENERAL INFORMATION Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Federal Deposit Insurance Corporation - Washington, D.C. Delaware Banking Commissions - Dover, DE Board of Governors of the Federal Reserve System - Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Yes. See Exhibit "1" attached hereto. ITEM 2 AFFILIATION WITH OBLIGOR AND UNDERWRITERS If the obligor or any underwriter for the obligor is an affiliate of the trustee, describe each such affiliation. Neither the obligor nor any underwriter for the obligor is an affiliate of the trustee. ITEM 3 THROUGH ITEM 15 The obligor currently is not in default under any of its outstanding securities under which PNC Bank is the trustee. Accordingly, responses to Item 3 through Item 15 of Form T-1 are not required pursuant to Form T-1 General Instructions B. ITEM 16 LIST OF EXHIBITS List below all exhibits filed as part of this statement of eligibility. Exhibit 1 - Articles of Association of Trustee, as presently in effect. Exhibit 2 - Authority of Trustee to commence business contained in Exhibit 1. Exhibit 3 - Authority of Trustee to exercise corporate trust powers contained in Exhibit 1. Exhibit 4 - Existing Bylaws of Trustee Exhibit 6 - Consents of Trustee required by Section 321(b) of the Act. Exhibit 7 - Copy of balance sheet of Trustee dated March 31, 1997. 3 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, PNC Bank, Delaware, a corporation organized and existing under the laws of the State of Delaware, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on July 21, 1997. PNC BANK, DELAWARE (Trustee) By: /s/ Michael B. McCarthy ------------------------- Michael B. McCarthy Vice President 4 EXHIBIT B CHARTER AND HISTORY OF PNC BANK, DELAWARE 5 CHARTER OR ACT OF INCORPORATION OF PNC BANK, DELAWARE AS AMENDED TO APRIL 22, 1994 FIRST: The name of the corporation is PNC Bank, Delaware. SECOND: The principal place of business of the corporation in the State of Delaware shall be located at 222 Delaware Avenue, City of Wilmington, County of New Castle. In addition to such principal place of business, the corporation is empowered to continue and establish such branch offices and other places of business as are or may be authorized or permitted from time to time under applicable law. THIRD: The purpose for which the corporation is formed is to carry on a banking and trust business and in connection therewith the corporation shall have and possess all powers, rights, privileges and franchises incident to a banking corporation and a trust company, and in general shall have the right, privilege and power to engage in any lawful act or activity, within or without the State of Delaware, for which banks may be organized under the provisions of Chapter 7 of title 5 of the Delaware Code, as the same may be amended from time to time, and in addition may avail itself of any additional privileges or powers permitted to it by law. FOURTH: The amount of the total authorized capital stock of the corporation shall be five hundred thousand dollars ($500,000), divided into five thousand (5,000) shares of common stock, having a par value of one hundred dollars ($100) per share. FIFTH: The number of directors who shall constitute the whole board of directors of the corporation shall be such number as shall be fixed by, or in the manner provided in, the bylaws of the corporation, provided that the number of directors shall not be less than five. SIXTH: As to any act or omission occurring after this provision becomes effective, a director of this corporation shall have no personal liability to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not eliminate the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. SEVENTH: Every person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she or a person of whom he or she is the legal representative is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, whether the basis of such action, suit or proceeding is alleged action in an official capacity as a director, officer or representative, or in any other capacity while serving as a director, officer or representative, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, against all expenses, liability and loss (including attorneys fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him or her in connection therewith. Such right shall be a contract right and shall include the right to be paid by the corporation expenses incurred in defending any action, suit or proceeding in advance of its final disposition upon delivery to the corporation of an undertaking, by or on behalf of such person, to repay all amounts so advanced unless it should be determined ultimately that such person is entitled to be indemnified under this article or otherwise. 6 OUTLINE HISTORY OF PNC BANK, DELAWARE PNC BANK, DELAWARE is successor to the business of THE PRESIDENT, DIRECTORS AND COMPANY OF THE BANK OF DELAWARE which was the first bank organized in the State of Delaware. Founded as a voluntary association on June 1, 1795, the earlier PNC Bank, Delaware was chartered as a State Bank on February 9, 1796, and in July of 1865 it was converted to a National Bank under the title THE NATIONAL BANK OF DELAWARE AT WILMINGTON. On January 4, 1930, the business, assets and good will of The National Bank of Delaware were acquired by SECURITY TRUST COMPANY in a corporate reorganization effected in lieu of a negotiated merger which could not then be carried through under State law. Security Trust Company had been organized on March 25, 1885, as SECURITY TRUST AND SAFE DEPOSIT COMPANY, the first trust company in the State, and had changed its name to Security Trust Company on January 20, 1927. On November 1, 1952, Security Trust Company merged with EQUITABLE TRUST COMPANY which had been incorporated on April 23, 1889, as THE EQUITABLE GUARANTEE & TRUST COMPANY and had changed its name on March 15, 1917, to Equitable Trust Company. The merger was under the Security Trust Company charter and the resulting bank was known as EQUITABLE SECURITY TRUST COMPANY. On April 11, 1958, Equitable Security Trust Company changed its name to BANK OF DELAWARE. On April 23, 1982, Bank of Delaware merged with THE MILFORD TRUST COMPANY, and the surviving corporation continued to do business under the Bank of Delaware charter and name. Subsequently, on January 21, 1983, Bank of Delaware, under the terms of a Plan of Reorganization and a related Plan and Agreement of Merger, became the principal subsidiary of BANK OF DELAWARE CORPORATION, a bank holding company. Bank of Delaware Corporation was incorporated under Delaware law on June 7, 1982. Subsequently, on March 31, 1989, under the terms of an Agreement and Plan of Reorganization and related Agreement of Merger, Bank of Delaware Corporation became a subsidiary of PNC Financial Corp, a bank holding company organized under the laws of the Commonwealth of Pennsylvania. In February of 1993, PNC Financial Corp changed its name to PNC Bank Corp. Effective July 30, 1993, Bank of Delaware Corporation merged with PNC Bancorp, Inc. (a subsidiary of PNC Bank Corp.), as a result of which Bank of Delaware became a subsidiary of PNC Bancorp, Inc. ON APRIL 22, 1994, BANK OF DELAWARE CHANGED ITS NAME TO PNC BANK, DELAWARE. Other components of PNC Bank, Delaware are: WILMINGTON MORRIS PLAN BANK - Organized April 16, 1916; purchased for cash by Equitable Trust Company July 1, 1944. THE CENTRAL NATIONAL BANK OF WILMINGTON - Organized March 25, 1885; acquired by Security Trust Company in corporate reorganization November 1, 1951. THE FIRST NATIONAL BANK OF DOVER - Organized July 3, 1865; merged into Equitable Security Trust Company March 1, 1954. THE NEW CASTLE COUNTY NATIONAL BANK OF ODESSA - Organized March 2, 1853, as the New Castle County Bank; merged into Equitable Security Trust Company February 13, 1956. THE NATIONAL BANK OF SMYRNA - Organized June 4, 1812, as the Commercial Bank of Delaware; merged into Equitable Security Trust Company May 5, 1957. THE FIRST NATIONAL BANK OF SEAFORD - Organized February 10, 1865; merged into Bank of Delaware February 2, 1959. MILLSBORO TRUST COMPANY - Organized April 9, 1907 as Millsboro Trust and Safe Deposit Company; merged into Bank of Delaware November 16, 1970. COMMERCIAL TRUST COMPANY - Organized March 28, 1921; merged into Bank of Delaware April 1, 1974. THE CLAYTON BANK AND TRUST COMPANY - Organized February 26, 1913; merged into Bank of Delaware August 3, 1992. 7 If a claim under this article is not paid in full by the corporation within ninety days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any action, suit or proceeding in advance of its final disposition where the required undertaking has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant had not met such applicable standard of conduct shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The rights conferred by this Article Seventh shall not be exclusive of any other right which such persons may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, bylaw, agreement, vote of stockholders or disinterested directors or otherwise. The corporation may maintain insurance, at its expense, to protect itself and any such director, officer or representative against any such expense, liability or loss, whether or not the corporation would have the power to indemnify him or her against such expense, liability or loss under the General Corporation Law of the State of Delaware. EIGHTH: The corporation shall have perpetual existence. NINTH: The private property of the stockholders of the corporation shall not be subject to the payment of the corporate debts. TENTH: The business and affairs of the corporation shall be managed by the board of directors, and the directors need not be elected by ballot unless required by the bylaws of the corporation. ELEVENTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the board of directors is expressly authorized to make, amend and repeal the bylaws of the corporation. The bylaws of the corporation may confer upon the directors specific powers, not inconsistent with law, which are in addition to the powers and authority expressly conferred upon directors of banks under the laws of the State of Delaware. TWELFTH: The corporation has the right to amend and repeal any provisions contained in this Charter in the manner prescribed by the laws of the State of Delaware. All rights herein conferred are granted subject to this reservation. * * * * I hereby certify that the above is a true and correct copy of the Charter or Act of Incorporation of PNC Bank, Delaware, as amended to date. Date: _______________________________ _____________________________________ Assistant Secretary * * * * 8 EXHIBIT C BYLAWS OF PNC BANK, DELAWARE PNCBANK As Amended to 4/22/94 9 BYLAWS OF PNC BANK, DELAWARE INDEX OF ARTICLES ARTICLE I - STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . 1-1 ARTICLE II - BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . 2-1 ARTICLE III - ADVISORY BOARDS . . . . . . . . . . . . . . . . . . . 3-1 ARTICLE IV - COMMITTEES . . . . . . . . . . . . . . . . . . . . . . 4-1 ARTICLE V - OFFICERS . . . . . . . . . . . . . . . . . . . . . . . 5-1 ARTICLE VI - STOCK . . . . . . . . . . . . . . . . . . . . . . . . 6-1 ARTICLE VII - NOTICES . . . . . . . . . . . . . . . . . . . . . . 7-1 ARTICLE VIII - DISASTERS . . . . . . . . . . . . . . . . . . . . . 8-1 ARTICLE IX - INDEMNIFICATION . . . . . . . . . . . . . . . . . . . 9-1 ARTICLE X - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . 10-1 ARTICLE XI - USE OF MASCULINE PRONOUN . . . . . . . . . . . . . . 11-1 ARTICLE XII - AMENDMENTS . . . . . . . . . . . . . . . . . . . . . 12-1 10 Page 1 of 36 ARTICLE I - STOCKHOLDERS SECTION 1. ANNUAL MEETING. An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Directors shall each year fix, which date shall be within thirteen months subsequent to the later of the date of incorporation or the last annual meeting of stockholders. SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called by the Chairman of the Board of Directors, or by the President, or by resolution of the Board of Directors and shall be held at such place, on such date, and at such time as they or he shall fix. SECTION 3. NOTICE OF MEETINGS. Written notice of the place, date, and time of all meetings of the stockholders shall be given, not less than ten nor more than sixty days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the laws of the State of Delaware or the Articles of Association of the corporation). When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are 1-1 11 Page 2 of 36 announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date, and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. SECTION 4. QUORUM. At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law. If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date, or time. If a notice of any adjourned special meeting of stockholders is sent to all stockholders entitled to vote thereat, stating that it will be held with those present constituting a quorum, then except as otherwise required by law, those present at such adjourned meeting shall constitute a quorum, and all matters shall be determined by a majority of the votes cast at such meeting. SECTION 5. ORGANIZATION. The Chairman of the Board of Directors or, in his absence, such person as the Board of Directors may have designated or, if no such person is designated, such person as may be chosen by the holders of a majority of the shares entitled to 1-2 12 Page 3 of 36 vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as chairman of the meeting. In the absence of the Secretary of the corporation, the secretary of the meeting shall be such person as the chairman of the meeting appoints. SECTION 6. CONDUCT OF BUSINESS. The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him in order. SECTION 7. PROXIES AND VOTING. At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting. Each stockholder shall have one vote for every share of stock entitled to vote which is registered in his name on the record date for the meeting, except as otherwise provided herein or required by law. All voting, including on the election of directors but excepting where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefor by a stockholder entitled to vote or his proxy, a stock vote shall be taken. Every stock vote shall be taken by ballots, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the chairman of the meeting. 1-3 13 Page 4 of 36 All elections shall be determined by a plurality of the votes cast, provided, however, that no person shall be elected having received less than ten percent (10%) of the votes cast exclusive of abstentions; and except as otherwise required by law, all other matters shall be determined by a majority of the votes cast exclusive of abstentions. SECTION 8. STOCK LIST. A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class and series of stock and showing the address of each such stockholder and the number of shares registered in his name, shall be open to the examination of any such stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The stock list shall also be kept at the place of the meeting during the whole time thereof and shall be open to the examination of any such stockholder who is present. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them. SECTION 9. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall 1-4 14 Page 5 of 36 be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. * * * * * * * * * 1-5 15 Page 6 of 36 ARTICLE II - BOARD OF DIRECTORS SECTION 1. NUMBER AND TERM OF OFFICE. The number of directors who shall constitute the whole board shall be such number as the Board of Directors shall at the time have designated, except that the number of directors shall not be less than five. Each director shall be elected for a term of one year and until his successor is elected and qualified, except as otherwise provided herein or required by law. The initial members of the Board of Directors of the corporation shall be elected by a majority vote of the incorporators of the corporation, who shall consider the matter at the organization meeting of the incorporators. Such directors shall hold office until the first annual meeting of the stockholders and until their successors have been duly elected and qualified. Whenever the authorized number of directors is increased other than at annual meetings of the stockholders, a majority of the directors then in office shall have the power to elect such new directors for the balance of a term and until their successors are elected and qualified. Any decrease in the authorized number of directors shall not become effective until the expiration of the term of the directors then in office unless, at the time of such decrease, there shall be vacancies on the board which are being eliminated by the decrease. SECTION 2. QUALIFICATIONS. No person shall serve or be eligible for election as a director of the corporation unless such person: (i) be of such age that he will not attain the age of 2-1 16 Page 7 of 36 seventy years during the ensuing elective term; and (ii) not be a pensioned officer of PNC Bank, Delaware, nor of any subsidiary thereof. SECTION 3. VACANCIES. If the office of any director becomes vacant by reason of death, resignation, disqualification, removal or other cause, a majority of the directors remaining in office, although less than a quorum, may elect a successor for the unexpired term and until his successor is elected and qualified. SECTION 4. REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required. SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors, by the President or by one-third of the directors then in office (rounded up to the nearest whole number) and shall be held at such place, on such date, and at such time as they or he shall fix. Notice of the place, date, and time of each such special meeting shall be given each director by whom it is not waived by mailing written notice not less than five days before the meeting or by telegraphing the same not less than twenty-four hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. 2-2 17 Page 8 of 36 SECTION 6. QUORUM. At any meeting of the Board of Directors, a majority of the total number of the whole Board shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date, or time, without further notice or waiver thereof. SECTION 7. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting. SECTION 8. CONDUCT OF BUSINESS. At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors. SECTION 9. POWERS. The Board of Directors may, except as otherwise required by law, exercise all such powers and do all such acts and things as may be exercised or done by the 2-3 18 Page 9 of 36 corporation, including, without limiting the generality of the foregoing, the unqualified power: (1) To declare dividends from time to time in accordance with law; (2) To borrow, purchase or otherwise acquire any property, rights or privileges on such terms as it shall determine; (3) To authorize the creation, making and issuance, in such form as it may determine, of written obligations of every kind, negotiable or non-negotiable, secured or unsecured, and to do all things necessary in connection therewith; (4) To remove any officer of the corporation with or without cause, and from time to time to devolve the powers and duties of any officer upon any other person for the time being, all in accordance with Article V of these bylaws; (5) To confer upon any officer of the corporation the power to appoint, remove and suspend subordinate officers, employees and agents; (6) To adopt from time to time such stock, option, stock purchase, bonus or other compensation plans for directors, officers, employees and agents of the corporation and its subsidiaries as it may determine; (7) To adopt from time to time such insurance, retirement, and other benefit plans for directors, officers, employees and agents of the corporation and its subsidiaries as it may determine; and, (8) To adopt from time to time regulations, not inconsistent with these bylaws, for the management of the corporation's business and affairs. 2-4 19 Page 10 of 36 (9) To evaluate any offer of another party to (a) make a tender or exchange offer for any equity security of the Corporation, (b) merge or consolidate the Corporation with another corporation, or (c) purchase or otherwise acquire all or substantially all of the properties and assets of the Corporation. When evaluating any such offer, the Board of Directors shall, in connection with the exercise of its judgment in determining what is in the best interest of the Corporation and its stockholders, give due consideration to all relevant factors, including without limitation the social and economic effects on the employees, customers, suppliers, and other constituents of the Corporation and its subsidiaries and on the communities in which the Corporation and its subsidiaries operate or are located. SECTION 10. COMPENSATION OF DIRECTORS. Directors, as such, may receive, pursuant to resolution of the Board of Directors, fixed fees and other compensation for their services as directors, including, without limitation, their services as members of committees of the Board of Directors. * * * * * * * * 2-5 20 Page 11 of 36 ARTICLE III - ADVISORY BOARDS The Board of Directors shall have the power to appoint advisory boards or committees to serve branch offices and may by resolution define the powers, duties and responsibilities of each advisory group. No person may be appointed to an advisory board or committee who would attain the age of seventy during the ensuing appointive term or who is a pensioned officer of this corporation or any affiliated corporation of this corporation. * * * * * * * * 3-1 21 Page 12 of 36 ARTICLE IV - COMMITTEES SECTION 1. COMMITTEES OF THE BOARD OF DIRECTORS. There are hereby established as committees of the Board of Directors an Executive Committee, a Trust Committee, a Compensation Committee, and an Examining Committee, each of which shall have the powers and functions set forth in Sections 2, 3, 4, and 5 hereof, respectively, and such additional powers as may be delegated to it by the Board of Directors. The Board of Directors may from time to time establish additional standing committees or special committees of the Board of Directors, each of which shall have such powers and functions as may be delegated to it by the Board of Directors. The Board of Directors may abolish any committee established by or pursuant to this Section 1 as it may deem advisable. Each such committee shall consist of three or more directors, the exact number being determined from time to time by the Board of Directors; provided, however, that membership on the Compensation Committee shall be limited to directors who are not officers or employees of the corporation. Designations of members of each such committee and, if desired, alternates for members, shall be made by the Board of Directors. Except in the case of the Executive Committee, the Chairman of each such committee shall be designated by the Board of Directors. Each such committee shall have a secretary who shall be designated by its chairman. SECTION 2. EXECUTIVE COMMITTEE. The Executive Committee shall have power to discount and purchase bills, 4-1 22 Page 13 of 36 notes and other evidences of debt, to buy and sell bills of exchange, to examine and approve loans and discounts, to purchase and sell securities, and to exercise authority regarding loans, discounts and investments. In addition, the Executive Committee, during the intervals between meetings of the Board of Directors, shall have and may exercise, in such manner as it shall deem to be in the best interests of the corporation, all of the powers of the Board of Directors (except with respect to matters within the powers of the Examining Committee or the Compensation Committee) not inconsistent, however, with such specific directions as to the conduct of the corporation's affairs as shall have been given by the Board of Directors. Minutes of meetings of the Executive Committee shall be submitted at the next regular meeting of the Board of Directors at which a quorum is present, and any action taken by the Board with respect thereto shall be entered in the minutes of the Board of Directors. The Chairman of the Board of Directors of the corporation shall be designated Chairman of the Executive Committee. SECTION 3. TRUST COMMITTEE. The Trust Committee shall exercise general supervision over the operations of the Trust Department. The Committee shall supervise the investment, retention or disposal of such funds as may be held by the corporation in a fiduciary capacity. The Committee may designate such officers of the corporation who may perform such functions in accordance with such rules as the Committee may 4-2 23 Page 14 of 36 prescribe. The Committee shall also perform such other functions and exercise such other powers as may be delegated to it from time to time by the Board of Directors. SECTION 4. COMPENSATION COMMITTEE. The Compensation Committee shall advise the Board of Directors on matters involving the election, promotion, and salaries of executive officers of the corporation at the level of Executive Vice President and above, or of any officer who is a director of the corporation. The Committee shall also perform such other functions and exercise such other powers as may be delegated to it from time to time by the Board of Directors. The Committee shall consider and act upon the suggestions of the Chief Executive Officer with respect to all matters within its jurisdiction, and shall report to the Board of Directors on such matters and at such intervals as the Committee may deem appropriate. SECTION 5. EXAMINING COMMITTEE. The Examining Committee shall be composed of not less than three directors, none of whom shall be officers of the corporation or its subsidiaries. The Board of Directors shall select a Chairman from the Committee's membership and such Chairman shall appoint a secretary who need not be a director. The duties and responsibilities of the Committee shall be established from time to time by the Board of Directors. SECTION 6. OTHER COMMITTEES. The Board of Directors, or any committee, officer or employee of the corporation may establish additional standing committees or special committees to 4-3 24 Page 15 of 36 serve in an advisory capacity or in such other capacities as may be permitted by law, by the Articles of Association and by the Bylaws. The members of any such committee need not be members of the Board of Directors. Any committee established pursuant to this Section 6 may be abolished by the person or body by whom it was established as he or it may deem advisable. Each such committee shall consist of two or more members, the exact number being determined from time to time by such person or body. Designations of members of each such committee and, if desired, alternates for members, shall be made by such person or body, at whose will all such members and alternates shall serve. The chairman of each such committee shall be designated by such person or body. Each such committee shall have a secretary who shall be designated by the chairman. SECTION 7. RULES AND PROCEDURES. Each committee may fix its own rules and procedures and shall meet at such times and places as may be provided by such rules, by resolution of the committee, or by call of the chairman. Notice of meeting of each committee, other than of regular meetings provided for by its rules or resolutions, shall be given to committee members. The presence of a majority of its members, but not less than two, shall constitute a quorum of any committee, and all questions shall be decided by a majority vote of the members present at the meeting. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committee. 4-4 25 Page 16 of 36 SECTION 8. APPLICATION OF ARTICLE. Whenever any provision of any other document relating to any committee of the corporation named therein shall be in conflict with any provision of this Article IV, the provisions of this Article IV shall govern, except that if such other document shall have been approved by the stockholders, voting as provided in the Articles of Association, or by the Board of Directors, the provisions of such other document shall govern. * * * * * * * * 4-5 26 Page 17 of 36 ARTICLE V - OFFICERS SECTION 1. GENERALLY. The officers of the corporation shall consist of a Chairman of the Board, a President, one or more Vice Presidents (any one or more of whom may be designated a Senior Executive Vice President, an Executive Vice President or Senior Vice President), a Secretary, a Treasurer, a Controller, a General Counsel, Officers of the Trust Department and such other officers as may from time to time be elected by the Board of Directors. In addition, the Board of Directors may elect one or more Assistant Vice Presidents, one or more Assistant Trust Officers (any one or more of whom may be designated Corporate Trust Officer), one or more Assistant Treasurers, one or more Assistant Secretaries, one or more Assistant Controllers, and such other officers as they may deem fit. The Chairman of the Board of Directors or the President shall be designated to be the Chief Executive Officer of the corporation. Each officer shall hold office until his successor is elected and qualified or until his earlier resignation or removal. Any number of offices may be held by the same person. SECTION 2. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the Board of Directors shall direct the policy and management of the corporation on behalf of the Board of Directors. He shall preside at all meetings of the Board of Directors, when present, and shall also perform such other duties as the Board of Directors may from time to time prescribe. 5-1 27 Page 18 of 36 The Board of Directors may designate the Chairman of the Board to be Chief Executive Officer. As Chief Executive Officer, subject to the provisions of these bylaws and to the direction of the Board of Directors, he shall have the responsibility for the general management and control of the business and affairs of the corporation and shall perform all duties and have all powers which are commonly incident to the position of Chief Executive Officer or which are delegated to him by the Board of Directors or which are or may at any time be required by law. He shall have power to sign all stock certificates, contracts and other instruments of the corporation which are authorized and shall have general supervision and direction of all of the other officers, employees and agents of the corporation. He may redelegate from time to time and to the full extent permitted by law to officers, employees or agents of the corporation any or all of such duties and powers, and any such delegation may be either general or specific. SECTION 3. PRESIDENT. The Board of Directors may designate the President as Chief Executive Officer. As Chief Executive Officer, subject to the provisions of these bylaws and to the direction of the Board of Directors, he shall have the responsibility for the general management and control of the business and affairs of the corporation and shall perform all duties and have all powers which are commonly incident to the position of Chief Executive Officer or which are delegated to him by the Board of Directors or which are or may at any time be required by law. He shall have power to sign all stock certificates, contracts and other instruments of the corporation which are authorized and shall have general supervision and direction of all of the other officers, 5-2 28 Page 19 of 36 employees and agents of the corporation. He may redelegate from time to time and to the full extent permitted by law to officers, employees or agents of the corporation any or all of such duties and powers, and any such delegation may be either general or specific. If he is not designated by the Board of Directors to be Chief Executive Officer, the President shall be the Chief Operating Officer of the corporation. As Chief Operating Officer, subject to the provisions of these bylaws and to the direction of the Board of Directors and of the Chief Executive Officer, he shall have such powers and shall perform such duties as from time to time may be delegated to him by the Board of Directors or by the Chief Executive Officer, or which are or may at any time be authorized or required by law. In the absence or disability of the Chief Executive Officer, the Chief Operating Officer shall be Chief Executive Officer until such time as the absence or disability of the Chief Executive Officer shall terminate. SECTION 4. VICE PRESIDENTS. Each Vice President shall have such powers and duties as may be delegated to him by the Board of Directors, by the Chief Executive Officer, or by the President (if the President is not the Chief Executive Officer). SECTION 5. TREASURER. The Treasurer shall sign and endorse or cause to be signed and endorsed all checks, drafts and certificates of deposit and shall be responsible for the maintenance of deposits and deposit accounts of every description. He shall have custody of all funds and securities of the corporation and shall make or cause to be made all payments and deliveries by the corporation. The Treasurer shall also 5-3 29 Page 20 of 36 perform such other duties as the Board of Directors, the Chief Executive Officer, or the President (if the President is not the Chief Executive Officer) may from time to time prescribe. SECTION 6. SECRETARY. The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the stockholders and the Board of Directors. He shall have charge of the corporate books and seal and shall perform such other duties as the Board of Directors, the Chief Executive Officer, or the President (if the President is not the Chief Executive Officer) may from time to time prescribe. SECTION 7. CONTROLLER. The Controller shall exercise general supervision over, and be responsible for, the operation of all matters pertaining to the accounting and bookkeeping of the corporation and shall have such further duties as the Chief Executive Officer shall assign to him. He shall render to the Board of Directors and the Chief Executive Officer condensed monthly statements of the condition of the corporation and of its operating results and shall prepare such other statements and reports as the Board of Directors, the Chief Executive Officer, or the President (if the President is not the Chief Executive Officer) may request. SECTION 8. OFFICERS OF THE TRUST DEPARTMENT. The Officers of the Trust Department, under the direction of the Trust Committee, shall supervise the administration of estates, trusts and other Trust Department accounts of all kinds, shall have charge and custody of all records of such accounts, and shall be responsible for the safekeeping of all funds, securities and 5-4 30 Page 21 of 36 investments committed to the care of the Trust Department. They each shall have the power to act on behalf of the corporation in qualifying to act in any fiduciary capacity, to execute any and all instruments necessary or proper in the administration of the accounts committed to the care of the Trust Department and to make oath, verification or affidavit as required. Any Senior Executive Vice President, Executive Vice President, Senior Vice President and Vice President in the Trust Department and the Trust Counsel are each authorized to cause appearance to be entered by counsel on behalf of the corporation in connection with any litigation relating to any account administered by the Trust Department. Officers of the Trust Department shall have such further duties as the Board of Directors, the Trust Committee, the Chief Executive Officer, or the President (if the President is not the Chief Executive Officer) shall assign. SECTION 9. GENERAL COUNSEL. General Counsel shall have general supervision of all matters of a legal nature concerning the company and shall perform such other duties as the Board of Directors, the Chief Executive Officer, or the President (if the President is not the Chief Executive Officer) may from time to time prescribe. SECTION 10. OTHER OFFICERS. Any Assistant Treasurer shall perform such duties as may be designated by the Chief Executive Officer or by the President (if the President is not the Chief Executive Officer). In the absence or inability of the Treasurer to act, any officer appointed by the Chief Executive Officer or by the President to do so may perform all the duties and may exercise all the powers of the Treasurer. 5-5 31 Page 22 of 36 Any Assistant Secretary shall perform such duties as may be designated by the Chief Executive Officer or by the President (if the President is not the Chief Executive Officer). In the absence or inability of the Secretary to act, any Assistant Secretary may perform all the duties and may exercise any of the powers of the Secretary. All other officers of the corporation shall perform such duties as may be designated by the Chief Executive Officer, by the President (if the President is not the Chief Executive Officer) or by any officer authorized to do so by him. SECTION 11. MISCELLANEOUS. All instruments executed by the corporation as trustee, executor, administrator, registrar, transfer agent, depositary, agent or in any other fiduciary capacity, including agreements, indentures, mortgages, deeds, conveyances, satisfactions, releases, assignments, transfers, participation certificates, powers of attorney, proxies, petitions, proofs of claim and all other documents and writings in connection with any fiduciary capacity, may be executed by the Chief Executive Officer, the President, any Vice President, the Secretary, the Treasurer, any Assistant Vice President, or any other person thereunto authorized by the Board of Directors. All authentications or certifications of the corporation as trustee under any mortgage, deed of trust, indenture or agreement securing or providing for bonds, debentures or notes, and all certificates as registrar or transfer agent, and all checks as disbursing agent, and all certificates of deposit, interim certificates and trust receipts or certificates, may be executed either by any officer or person hereinabove mentioned or authorized by the Board of Directors. 5-6 32 Page 23 of 36 The foregoing provisions of this Section 11 are in addition to and not in substitution for the manner of execution of any instrument elsewhere provided in these bylaws. SECTION 12. DELEGATION OF AUTHORITY. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof. SECTION 13. REMOVAL. Any officer of the corporation may be removed at any time, with or without cause, by the Board of Directors. SECTION 14. ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS. Unless otherwise directed by the Board of Directors, the Chairman of the Board, or the President or their designees shall have power to vote and otherwise act on behalf of the corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which this corporation may hold securities and otherwise to exercise any and all rights and powers which this corporation may possess by reason of its ownership of securities in such other corporation. * * * * * * * * 5-7 33 Page 24 of 36 ARTICLE VI - STOCK SECTION 1. CERTIFICATES OF STOCK. Each stockholder shall be entitled to a certificate signed by, or in the name of the corporation by, the Chairman of the Board of Directors, the President or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, certifying the number of shares owned by him. Any of or all the signatures on the certificate may be facsimile. SECTION 2. TRANSFERS OF STOCK. Transfers of stock shall be made only upon the transfer books of the corporation kept at an office of the corporation or by transfer agents designated to transfer shares of the stock of the corporation. Except where a certificate is issued in accordance with Section 4 of Article VI of these bylaws, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor. SECTION 3. RECORD DATE. The Board of Directors may fix a record date, which shall not be more than sixty nor less than ten days before the date of any meeting of stockholders, nor more than sixty days prior to the time for the other action hereinafter described, as of which there shall be determined the stockholders who are entitled: to notice of or to vote at any meeting of stockholders or any adjournment thereof; to express consent to corporate action in writing without a meeting; to receive payment of any dividend or other distribution or allotment of any rights; or to exercise any rights with respect to 6-1 34 Page 25 of 36 any change, conversion or exchange of stock or with respect to any other lawful action. SECTION 4. LOST, STOLEN OR DESTROYED CERTIFICATES. In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity. SECTION 5. REGULATIONS. The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish. * * * * * * * * 6-2 35 Page 26 of 36 ARTICLE VII - NOTICES SECTION 1. NOTICES. Except as otherwise specifically provided herein or required by law, all notices required to be given to any stockholder, director, officer, employee or agent shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, or by sending such notice by prepaid telegram or mailgram. Any such notice shall be addressed to such stockholder, director, officer, employee or agent at his or her last known address as the same appears on the books of the corporation. The time when such notice is received, if hand delivered, or dispatched, if delivered through the mails or by telegram or mailgram, shall be the time of the giving of the notice. SECTION 2. WAIVERS. A written waiver of any notice, signed by a stockholder, director, officer, employee or agent, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such stockholder, director, officer, employee or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver. * * * * * * * * 7-1 36 Page 27 of 36 ARTICLE VIII - DISASTERS SECTION 1. DISASTERS. In the event of a state of disaster (for example, an atom or hydrogen bombing during a war or an earthquake or other natural phenomena) with loss of life and property damage of sufficient severity to prevent the conduct and management of the affairs and business of this corporation by its directors and officers as contemplated by these bylaws, these bylaws to the extent that they are contrary to the provisions of this Article VIII, shall be suspended until they shall be reinstated by action of the Board of Directors and the affairs and business of the corporation shall be conducted under the remaining provisions of these bylaws including this Article VIII and under the provisions of any resolution or resolutions adopted by the Board of Directors pursuant hereto for the purpose of carrying out the provisions hereof. SECTION 2. EXECUTIVE COMMITTEE. Any three available members of the Executive Committee as constituted immediately prior to such disaster shall constitute a quorum of that committee for the full conduct and management of the affairs and business of the corporation in accordance with the provisions of Article IV of these bylaws; and if less than three members of the Trust Committee as constituted immediately prior to such disaster shall be available for the transaction of its business, the emergency Executive Committee hereinabove provided for shall also be empowered to exercise all of the powers granted to the Trust Committee under Article IV hereof until such time as three members of said Trust Committee shall become available and able to act as an 8-1 37 Page 28 of 36 emergency Trust Committee at which time said emergency Trust Committee shall be empowered to exercise all of the powers granted to the Trust Committee under Article IV. If three members of the Executive Committee shall not be available to exercise the powers of that committee, the first three directors to report their availability to the Chief Executive Officer or acting Chief Executive Officer of the corporation at its then main office shall constitute the emergency Executive Committee for the full conduct and management of the affairs and business of the corporation in accordance with the foregoing provisions of this Article. SECTION 3. SPECIAL MEETING OF DIRECTORS. As soon as possible after the happening of such a disaster the Chief Executive Officer or acting Chief Executive Officer or any three directors shall call a special meeting of the Board of Directors. One-third of the Board of Directors as constituted immediately prior to such disaster, but not less than two directors, shall constitute a quorum for the transaction of business and all questions shall be decided by a majority of the directors present. If a quorum is not present and two-thirds of the directors present, but not less than two directors, shall be of the opinion that the magnitude of the disaster is such that a quorum cannot be obtained at an adjourned meeting because a quorum of directors able to act has not survived the disaster, then two-thirds of the directors present, but not less than two directors, shall have the power to adopt a resolution decreasing the membership of the Board of Directors to that number of directors known to have survived the disaster and to be able to act, but not to less than nine directors. If the Board of Directors shall thus be reduced to 8-2 38 Page 29 of 36 nine directors then a majority of the directors present at said meeting shall have power to adopt a resolution declaring vacant any directorships out of that nine not held by directors known to have survived the disaster and to be able to act, and shall fill such vacancies. Said meeting shall then adjourn for not more than forty-eight hours at a time, until a quorum of the surviving and any newly elected directors shall be present and able to act. The notice of such special meeting of the Board of Directors shall be given by the person or persons calling the same as is hereinabove provided. Such notice may be given in any then practicable manner and need not state the purpose of the meeting nor need it be given a minimum number of hours prior to the meeting. The failure of one or more directors to receive notice of the meeting, or of any adjournment thereof, shall not invalidate any action which may be taken at the meeting, or any adjournment thereof, provided that a quorum is present. SECTION 4. FURTHER RESOLUTIONS. The Board of Directors shall from time to time adopt such resolutions as in its judgment may be necessary and desirable to supplement the provisions of this Article VIII for the proper conduct of the affairs and business of the corporation during such a period of disaster. * * * * * * * * 8-3 39 Page 30 of 36 ARTICLE IX - INDEMNIFICATION SECTION 1. INDEMNIFICATION. Every person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or a person of whom he is the legal representative is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, whether the basis of such action, suit or proceeding is alleged action in an official capacity as a director, officer or representative, or in any other capacity while serving as a director, officer or representative shall be indemnified and held harmless by the corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware in respect of a corporation organized under said Law, as the same exists or may hereafter be amended, against all expenses, liability and loss (including attorneys fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. Such right shall be a contract right and shall include the right to be paid by the corporation expenses incurred in defending any action, suit or proceeding in advance of its final disposition upon delivery to the corporation of an undertaking, by or on behalf of such person, to repay all amounts so advanced unless it should be determined ultimately that such person is entitled to be indemnified under this article or otherwise. 9-1 40 Page 31 of 36 SECTION 2. CLAIMS. If a claim under this article is not paid in full by the corporation within ninety days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any action, suit or proceeding in advance of its final disposition where the required undertaking has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the General Corporation Law of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant had not met such applicable standard of conduct shall be a defense to the action or create a presumption that the claimant had not met the applicable standard of conduct. SECTION 3. NON-EXCLUSIVE. The rights conferred by this Article IX shall not be exclusive of any other 9-2 41 Page 32 of 36 right which such persons may have or hereafter acquire under any statute, provision of the Articles of Incorporation, bylaws, agreement, vote of stockholders or disinterested directors or otherwise. SECTION 4. INSURANCE. The corporation may maintain insurance, at its expense, to protect itself and any such director, officer or representative against any such expense, liability or loss, whether or not the corporation would have the power to indemnify him against such expense, liability or loss under the Laws of the State of Delaware. * * * * * * * * 9-3 42 Page 33 of 36 ARTICLE X - MISCELLANEOUS SECTION 1. FACSIMILE SIGNATURES. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these bylaws, facsimile signatures of any officer or officers of the corporation may be used whenever and as authorized by the Board of Directors or a committee thereof. SECTION 2. CORPORATE SEAL. The Board of Directors may provide a suitable seal, containing the name of the corporation, which seal shall be kept and used by the Secretary (and one or more Assistant Secretaries so designated by the Board of Directors) and affixed, attested by his signature, to any deed, letter of attorney, or other instrument of writing properly executed on behalf of the corporation. SECTION 3. RELIANCE UPON BOOKS, REPORTS AND RECORDS. Each director, each member of any committee designated by the Board of Directors, and each officer of the corporation shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or other records of the corporation, including reports made to the corporation by any of its officers, or the officers of PNC Bank Corp. or its affiliates, by an independent certified public accountant or by an appraiser selected with reasonable care. SECTION 4. FISCAL YEAR. The fiscal year of the corporation shall be as fixed by the Board of Directors. 10-1 43 Page 34 of 36 SECTION 5. TIME PERIODS. In applying any provision of these bylaws which require that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included. SECTION 6. BONDS. The officers and employees of the corporation shall be covered by an adequate bankers' blanket bond approved yearly by the Board of Directors. * * * * * * * * 10-2 44 Page 35 of 36 ARTICLE XI - USE OF MASCULINE PRONOUN Unless the context requires otherwise, the use in these bylaws of the masculine gender includes the feminine and neuter, of the singular number includes the plural, and of the plural number includes the singular. * * * * * * * * 11-1 45 Page 36 of 36 ARTICLE XII - AMENDMENTS These bylaws may be amended or repealed by the Board of Directors at any meeting or by the stockholders at any meeting. * * * * * * * * 12-1 46 C E R T I F I C A T I O N - - - - - - - - - - - - - BYLAWS ------ OF -- PNC Bank, Delaware ------------------ I, Joseph N. Sgroi, Jr., Vice President and Secretary of PNC Bank, Delaware, do hereby certify that the foregoing, consisting of 36 pages inclusive, is a true and complete copy of the bylaws of PNC Bank, Delaware, as amended to date, and in force at the date hereof. Dated and corporate seal affixed this the _______________________ day of _________________________, 19____. ----------------------------------- Vice President and Secretary 47 CONSENT OF TRUSTEE Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, in connection with the proposed issuance by Hercules Incorporated of its Notes due August 1, 2000, we hereby consent that reports of examination by Federal, State, Territorial, or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. PNC BANK, DELAWARE (Trustee) By: /s/ Michael B. McCarthy ------------------------------- Michael B. McCarthy Vice President Dated: July 21, 1997 48 CONSENT OF TRUSTEE Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, in connection with the proposed issuance by Hercules Incorporated of its Notes due June 1, 2003, we hereby consent that reports of examination by Federal, State, Territorial, or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. PNC BANK, DELAWARE (Trustee) By: /s/ Michael B. McCarthy -------------------------- Michael B. McCarthy Vice President Dated: July 21, 1997 49 CONSENT OF TRUSTEE Pursuant to the requirements of Sections 321(b) of the Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, in connection with the proposed issuance by Hercules Incorporated of its Debentures due August 1, 2027, we hereby consent that reports of examination by Federal, State, Territorial, or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. PNC BANK, DELAWARE (Trustee) By: /s/ Michael B. McCarthy -------------------------- Michael B. McCarthy Vice President Dated: July 21, 1997 50 Legal Title of Bank: PNC BANK, DELAWARE Call Date: 3/31/97 ST-BK: 10-0325 FFIEC 03 Address: 222 DELAWARE AVENUE Page RC-1 City, State Zip: WILMINGTON, DE 19801 FDIC Certificate No.: 00679 Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for March 31, 1997 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter. Schedule RC -- Balance Sheet
C300 Dollar Amounts in Thousands RCON Bil Mil Thou ASSETS /////////////////// 1. Cash and balances due from depository institutions (from Schedule RC-A): /////////////////// a. Noninterest-bearing balances and currency and coin(1) ....................................... 0081 345,010 1.a. b. Interest-bearing balances(2) ................................................................ 0071 100 1.b. 2. Securities: /////////////////// a. Held-to-maturity securities (from Schedule RC-B, column A) .................................. 1754 0 2.a. b. Available-for-sale securities (from Schedule RC-B, column D) ................................ 1773 660,815 2.b. 3. Federal funds sold and securities purchased under agreements to resell ......................... 1350 0 3. 4. Loans and lease financing receivables: /////////////////// a. Loans and leases, net of unearned income (from Schedule RC-C) RCON 2122 1,509,797 /////////////////// 4.a. b. LESS: Allowance for loan and lease losses ...................... RCON 3123 23,909 /////////////////// 4.b. c. LESS: Allocated transfer risk reserve .......................... RCON 3128 0 /////////////////// 4.c. d. Loans and leases, net of unearned income, allowance, and reserve (item 4.a. minus 4.b and 4.c) ....................................... 2125 1,485,888 4.d. 5. Trading assets (from Schedule RC-D) ........................................................... 3545 0 5. 6. Premises and fixed assets (including capitalized leases) ...................................... 2145 11,929 6. 7. Other real estate owned (from Schedule RC-M) .................................................. 2150 1,710 7. 8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) ...... 2130 (407) 8. 9. Customers' liability to this bank on acceptances outstanding .................................. 2155 0 9. 10. Intangible assets (from Schedule RC-M) ........................................................ 2143 0 10. 11. Other assets (from Schedule RC-F) ............................................................. 2160 46,398 11. 12. Total assets (sum of items 1 through 11) ...................................................... 2170 2,551,443 12.
- ---------------- (1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held for trading. 51 Legal Title of Bank: PNC BANK, DELAWARE Call Date: 3/31/97 ST-BK: 10-0325 FFIEC 03 Address: 222 DELAWARE AVENUE Page RC- City, State Zip: WILMINGTON, DE 19801 FDIC Certificate No.: 00679 SCHEDULE RC -- CONTINUED
Dollar Amounts in Thousands RCON Bil Mil Thou LIABILITIES /////////////////////// 13. Deposits: /////////////////////// a. In domestic offices (sum of totals of columns A and C from Schedule RC-E) ................. 2200 1,967,553 13.a. (1) Noninterest-bearing(1) ................................. RCON 6631 557,719 /////////////////////// 13.a.( (2) Interest-bearing ....................................... RCON 6636 1,409,836 /////////////////////// 13.a.( b. In foreign offices, Edge and Agreement subsidiaries, and IBFs ............................. /////////////////////// (1) Noninterest-bearing ................................................................... /////////////////////// (2) Interest-bearing ...................................................................... /////////////////////// 14. Federal funds purchased and securities sold under agreements to repurchase ................... 2800 147,972 14. 15. a. Demand notes issued to the U.S. Treasury .................................................. 2840 91,448 15.a. b. Trading liabilities (from Schedule RC-D) .................................................. 3548 0 15.b. 16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases): /////////////////////// a. With a remaining maturity of one year or less ............................................. 2332 100,000 16.a. b. With a remaining maturity of more than one year ........................................... 2333 0 16.b. 17. Not applicable /////////////////////// 18. Bank's liability on acceptances executed and outstanding ..................................... 2920 0 18. 19. Subordinated notes and debentures(2) ......................................................... 3200 0 19. 20. Other liabilities (from Schedule RC-G) ....................................................... 2930 30,592 20. 21. Total liabilities (sum of items 13 through 20) ............................................... 2948 2,337,565 21. 22. Not applicable /////////////////////// EQUITY CAPITAL /////////////////////// 23. Perpetual preferred stock and related surplus ................................................ 3838 0 23. 24. Common stock ................................................................................. 3230 500 24. 25. Surplus (exclude all surplus related to preferred stock) ..................................... 3839 34,893 25. 26. a. Undivided profits and capital reserves .................................................... 3632 166,281 26.a. b. Net unrealized holding gains (losses) on available-for-sale securities .................... 8434 (7,796)26.b. 27. Cumulative foreign currency translation adjustments .......................................... /////////////////////// 28. Total equity capital (sum of items 23 through 27) ............................................ 3210 213,878 28. 29. Total liabilities, limited-life preferred stock, and equity capital /////////////////////// (sum of items 21 and 28) ..................................................................... 3300 2,551,443 29. Memorandum To be reported only with the March Report of Condition. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of Number any date during 1996 ............................................................................. RCON 6724 2 M.1.
1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank 2 = Independent audit of the bank's parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) 3 = Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority) 4 = Directors' examination of the bank performed by other external auditors (may be required by state chartering authority) 5 = Review of the bank's financial statements by external auditors 6 = Compilation of the bank's financial statements by external auditors 7 = Other audit procedures (excluding tax preparation work) 8 = No external audit work - -------------- (1) Includes total demand deposits and noninterest-bearing time and savings deposits. (2) Includes limited-life preferred stock and related surplus. 10 -----END PRIVACY-ENHANCED MESSAGE-----