-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, RXZrzI20q2vJxMDbpwXP6cQcSKknF1p6b2tplKV9XDBdafmWMWICzksLeH3sgE/k 1UCpfRUO8HzxBs/jNgxpKg== 0000045876-95-000011.txt : 19950807 0000045876-95-000011.hdr.sgml : 19950807 ACCESSION NUMBER: 0000045876-95-000011 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950804 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARSCO CORP CENTRAL INDEX KEY: 0000045876 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED STRUCTURAL METAL PRODUCTS [3440] IRS NUMBER: 231483991 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-03970 FILM NUMBER: 95559109 BUSINESS ADDRESS: STREET 1: P O BOX 8888 CITY: CAMP HILL STATE: PA ZIP: 17001-8888 BUSINESS PHONE: 7177637064 MAIL ADDRESS: STREET 1: PO BOX 8888 CITY: CAMP HILL STATE: PA ZIP: 17001-8888 10-Q 1 QUARTERLY REPORT EX-27 2
5 1,000 6-MOS DEC-31-1995 JUN-30-1995 27,769 0 352,838 (7,608) 135,144 540,271 1,049,159 (594,513) 1,332,922 378,612 227,605 40,595 0 0 581,335 1,332,922 734,161 762,655 568,178 667,044 0 1,212 15,020 83,964 32,746 50,019 0 0 0 50,019 1.98 1.97
EX-10 3 AMENDMENT AGREEMENT (this "Amendment Agreement"), dated as of June 20, 1995, among HARSCO CORPORATION, a Delaware corporation (the "Company"), the Lenders listed on the signature pages hereof (the "Lenders") and CHEMICAL BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). Capitalized terms used herein and defined in the Agreement (as such term is defined below) have the meanings assigned to such terms in the Agreement. WHEREAS the Company, the Lenders and the Administrative Agent are parties to an Amended and Restated Credit Agreement (Five-Year Competitive Advance and Revolving Credit Facility) dated as of August 24, 1993, as amended and restated as of June 21, 1994 (the "Agreement"); WHEREAS the Company, the Lenders and the Administrative Agent are parties to an Amended and Restated Credit Agreement (364-Day Competitive Advance and Revolving Credit Facility) dated as of August 24, 1993, as amended and restated as of June 21, 1994 (the "364-Day Agreement"); and WHEREAS the Company has requested the Lenders, and the Administrative Agent and the Lenders are willing, to amend the Agreement on the terms and conditions set forth herein; NOW, THEREFORE, for and in consideration of the premises and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree, on the terms and subject to the conditions set forth herein, as follows: 1. Definitions. (a) The definition of "Maturity Date" in Section 1.01 of the Agreement is hereby deleted and replaced by the following sentence: "Maturity Date" shall mean June 20, 2000. (b) The table in the definition of "Facility Fee Percentage" in Section 1.01 of the Agreement is hereby deleted and replaced by the following table: Facility Fee Percentage __________ Category 1 __________ A- or higher by S&P; A3 or higher by Moody's .10% Category 2 __________ BBB+ by S&P; Baa1 by Moody's .125% Category 3 __________ BBB by S&P; Baa2 by Moody's .15% Category 4 __________ BBB- by S&P; Baa3 by Moody's .1875% Category 5 __________ BB+ or lower by S&P; Ba1 or lower by Moody's .25% (c) The table in the definition of "Applicable Margin" in Section 1.01 of the Agreement is hereby deleted and replaced by the following table: Eurocurrency Loan Spread ____________ Category 1 __________ A- or higher by S&P; A3 or higher by Moody's .20% Category 2 __________ BBB+ by S&P; Baa1 by Moody's .25% Category 3 __________ BBB by S&P; Baa2 by Moody's .30% Category 4 __________ BBB- by S&P; Baa3 by Moody's .3125% Category 5 __________ BB+ or lower by S&P; Ba1 or lower by Moody's .50% 2. The figure $150,000,000 in the preamble to the Agreement is hereby deleted and replaced by the following figure: $300,000,000. 3. Section 2.01 of the Agreement is hereby amended by inserting the following paragraph at the end of Section 2.01: (c) Notwithstanding anything in this Agreement to the contrary, Dauphin Deposit Bank and Trust Company shall not make Loans as part of any non-US Dollar Borrowing. The amount of any such requested Borrowing shall, subject in all cases to the limitations contained in paragraph (a) above, be divided among the other Lenders pro rata in accordance with their respective shares of the Total Commitment. 4. Section 2.16 of the Agreement is hereby amended by inserting the following paragraph at the end of Section 2.16: Provided, however, that with respect to Loans denominated in a currency other than U.S. Dollars in which Dauphin Deposit Bank and Trust Company does not participate, each payment or prepayment of principal and each payment of interest shall be allocated pro rata among the other Lenders in accordance with their respective shares of the outstanding principal amount of such Loans. 5. Section 6.01(i) of the Agreement is hereby deleted and replaced by the following paragraph: (i) additional Liens upon real and/or personal property created after the date hereof; provided that the aggregate Indebtedness secured thereby and incurred on and after the date hereof shall not exceed $25,000,000 in the aggregate at any one time outstanding; and 6. Section 6.02 of the Agreement is hereby deleted and replaced by the following paragraph: SECTION 6.02 Sales and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (such an arrangement, a "Sale and Lease-Back Transaction"), other than (i) Sale and Lease-Back Transactions capitalized on the books of the Company in an aggregate capitalized amount not in excess of $25,000,000 entered into in connection with the financing of aircraft to be used in connection with the Company's business and (ii) Sale and Lease-Back Transactions capitalized on the books of the Company (other than a Sale and Lease-Back Transaction permitted by clause (i) above) if the capitalized amount of all such Sale and Lease-Back Transactions shall not exceed $20,000,000 in aggregate amount at any time outstanding. 7. Section 6.06 of the Agreement is hereby deleted and replaced by the following paragraph: SECTION 6.06 Net Worth. The Company will not permit its Net Worth at any time to be less than $475,000,000. 8. Section 6.07 of the Agreement is hereby deleted and replaced by the following paragraph: SECTION 6.07 Total Debt to Total Capital Ratio. The Company will not permit the ratio of Total Debt to Total Capital at any time on or after the date hereof to exceed the ratio of 0.55 to 1. 9. Paragraph (f) of Article VII of the Agreement is hereby deleted and replaced by the following paragraph: (f) (i) the Company or any Subsidiary shall (A) fail to pay any principal or interest, regardless of amount, due in respect of any Indebtedness in a principal amount in excess of (I) $20,000,000, in the case of any single obligation, or (II) $20,000,000, in the case of all obligations in the aggregate, in each case, when and as the same shall become due and payable, or (B) fail to observe or perform any other term, covenant, condition or agreement contained in any agreement or instrument evidencing or governing any Indebtedness in an aggregate principal amount in excess of $20,000,000 and such failure shall continue beyond any applicable grace period; or (ii) Indebtedness of the Company and its Subsidiaries, or any of them, in a principal amount in excess of (A) $20,000,000, in the case of any single obligation, or (B) $20,000,000, in the case of all obligations in the aggregate, shall be declared due and payable or required to be prepaid prior to its stated maturity; 10. Section 10.04(f) of the Agreement is hereby deleted and replaced by the following paragraph: (f) Upon giving written notice to the Company, each Lender may without the consent of the Company or the Administrative Agent sell participations to one or more banks or other entities in all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided, however, that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participating banks or other entities shall be entitled to the benefit of the cost protection provisions contained in Sections 2.13, 2.15 and 2.19 to the same extent as if they were Lenders and (iv) the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement, and such Lender shall retain the sole right to enforce the obligations of the Borrowers relating to the Loans and to approve any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications or waivers decreasing any fees payable hereunder or the amount of principal of or the rate at which interest is payable on the Loans, extending any scheduled principal payment date or date fixed for the payment of interest on the Loans or changing or extending the Commitments). 11. Schedule 2.01 to the Agreement is hereby deleted in its entirety and replaced by Schedule 2.01 hereto. 12. This Amendment Agreement may be executed in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same Agreement. 13. The Company represents and warrants as follows: (a) The Company has all requisite power and authority to enter into this Amendment Agreement, and this Amendment Agreement has been duly and validly authorized, executed and delivered by the Company and is the legal, valid and binding obligation of the Company. (b) The representations and warranties in the Agreement are correct in all material respects on and as of the date hereof, before and after the execution and delivery of this Amendment Agreement, as though made on and as of the date hereof and no event has occurred and is continuing, or would result from the execution and delivery of this Amendment Agreement, that constitutes or would constitute a Default or Event of Default. (c) No Loans under the Agreement or the 364-Day Agreement are outstanding as of the date hereof. 14. This Amendment Agreement shall become effective only upon the receipt by the Administrative Agent of an opinion of counsel for the Company confirming the representation and warranty set forth in paragraph (a) of Section 8, together with evidence of the Company's authority to enter into this Agreement, in each case satisfactory to the Administrative Agent. 15. The 364-Day Agreement shall be terminated upon the effectiveness of this Amendment Agreement. 16. THIS AMENDMENT AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK AS THOUGH WHOLLY MADE AND PERFORMED WITHIN SUCH STATE. IN WITNESS WHEREOF, the Company, the Administrative Agent and the Lenders have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. HARSCO CORPORATION, by /s/ Leonard A. Campanaro ________________________ Name: Leonard A. Campanaro Title: Senior Vice President & CFO by /s/ Barry M. Sullivan _____________________ Name: Barry M. Sullivan Title: Vice President & Treasurer CHEMICAL BANK, individually and as Administrative Agent, by s/ Scott S. Ward _________________ Name: Scott S. Ward Title: Vice President Additional bank signature pages are not included in this exhibit. EX-11 4 HARSCO CORPORATION COMPUTATION OF FULLY DILUTED NET INCOME PER COMMON SHARE (dollars in thousands except per share) ___________________________
3 MONTHS ENDED JUNE 30 6 MONTHS ENDED JUNE 30 1995 1994 1995 1994 ____ ____ ____ ____ Net income $24,559 $17,547 $50,019 $36,175 _______ _______ _______ _______ _______ _______ _______ _______ Average shares of common stock outstanding used to compute earnings per common share 25,269,920 25,118,244 25,236,174 25,065,274 Additional common shares to be issued assuming exercise of stock options, net of shares assumed reacquired 166,010 82,849 177,059 100,304 _______ _______ _______ _______ Shares used to compute dilutive effect of stock options 25,435,930 25,201,093 25,413,233 25,165,578 __________ __________ __________ __________ __________ __________ __________ __________ Fully diluted net income per common share $0.96 $0.70 $1.97 $1.44 _____ _____ _____ _____ _____ _____ _____ _____ Net income per common share $0.97 $0.70 $1.98 $1.44 _____ _____ _____ _____ _____ _____ _____ _____
EX-12 5 HARSCO CORPORATION Exhibit 12 Computation of Ratios of Earnings to Fixed Charges (In Thousands of Dollars)
Six YEARS ENDED DECEMBER 31 Months ________________________________________________________________ Ended 1990 1991 1992 1993 1994 6/30/95 ________ ________ ________ ________ ________ _______ Consolidated Earnings: Pre-tax income from continuing operations $115,587 $119,647 $140,576 $137,151 $146,089 $82,765 Add fixed charges computed below 21,864 23,544 22,425 23,879 37,982 16,964 Net adjustments for equity companies (532) (439) (454) (363) (134) (627) Net adjustments for capitalized interest (255) (469) (134) (172) (274) - _______ _______ _______ _______ _______ ______ Consolidated Earnings Available for Fixed Charges $136,664 $142,283 $162,413 $160,495 $183,663 $99,102 _______ _______ _______ _______ _______ ______ _______ _______ _______ _______ _______ ______ Consolidated Fixed Charges: Interest expense per financial statements $17,506 $18,925 $18,882 $19,974 $34,048 $15,020 Interest expense capitalized 345 574 355 332 338 222 Portion of rentals (1/3 ) representing an interest factor 4,013 4,045 3,188 3,573 3,576 1,722 Interest expense for equity companies whose debt is guaranteed - - - - - - _______ _______ _______ _______ _______ ______ Consolidated Fixed Charges $21,864 $23,544 $22,425 $23,879 $37,982 $16,964 _______ _______ _______ _______ _______ ______ _______ _______ _______ _______ _______ ______ Consolidated Ratio of Earnings to Fixed Charges 6.25 6.04 7.24 6.72 4.84 5.84 _______ _______ _______ _______ _______ ______ _______ _______ _______ _______ _______ ______ 1992 excludes the cumulative effect of change in accounting method for post-retirement benefits other than pensions. Includes amortization of debt discount and expense. No fixed charges were associated with debt of less than fifty percent owned companies guaranteed by Harsco during the five year period 1990 through 1994, and the six months ended June 30, 1995.
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