-----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, AK1oIeW/pPQ6XtPi7RfW03LuRSc6qSv6OHzkV2STD8dJDhsXiLLF8whKYbSNtMMY AFdQdeqPt1qt7+lZRfMwIw== 0000950123-98-002522.txt : 19980317 0000950123-98-002522.hdr.sgml : 19980317 ACCESSION NUMBER: 0000950123-98-002522 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980304 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980313 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: 8-K SEC ACT: SEC FILE NUMBER: 001-03970 FILM NUMBER: 98565062 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 8-K 1 HARSCO CORPORATION 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event) March 4, 1998 ----------------------------------------- HARSCO CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-3970 23-1483991 - ---------------------------- ------------ ---------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification Number) Camp Hill, Pennsylvania 17001-8888 - --------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (717) 763-7064 ----------------------------- Page 1 of 4 2 ITEM 5. Other Events. On March 4, 1998, Harsco Corporation and UK-based Faber Prest Plc announced that they have agreed to a recommended tender offer under which Harsco will offer to purchase, for cash, all of the outstanding common stock of Faber Prest for (British pound)5.00 (approximately $8.20) per share plus interim dividends of 8.5 pence per share (approximately $0.14). Assuming the exercise of certain outstanding employee options, the offer is valued at approximately (British pound)58 million ($95 million). The offer is conditioned on the tender of ninety percent of the outstanding shares of Faber Prest's common stock, as well as certain other conditions and regulatory approvals. Headquartered in Newbury, Berkshire, UK, Faber Prest provides a range of on-site slag processing and material handling services to worldwide steel producers, as well as integrated logistics and transportation services to the steel industry and other markets. Faber Prest provides services in ten countries, and conducts its operations through two divisions, SR Industrial Services and FP Steel Distribution, which together employ approximately 1,500 people. Harsco plans to combine Faber Prest with Harsco's Heckett MultiServ Division. For the year ended September 30, 1997, Faber Prest recorded sales of (British pound)84 million (approximately $137 million) and net profit after tax of (British pound)4.5 million (approximately $7.4 million). Page 2 of 4 3 HARSCO CORPORATION FORM 8-K Item 7(c) Exhibits Exhibit Document Number Pages - ------ ----- 99 Press release of the Company 1-2 dated March 4, 1998. Page 3 of 4 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HARSCO CORPORATION ------------------ (Registrant) Date: March 11, 1998 By: -------------- /s/ Salvatore D. Fazzolari -------------------------- Senior Vice President and Chief Financial Officer Page 4 of 4 5 EXHIBIT INDEX ------------- Exhibit Document Number Pages - ------ ----- 99 Press release of the Company 1-2 dated March 4, 1998. EX-99 2 PRESS RELEASE OF THE COMPANY DATED MARCH 4, 1998 1 [HARSCO LOGO] Contact: Kenneth Julian (Media) Eugene Truett (Analysts) (717) 730-3683 (717) 975-5677 kjulian@harsco.com FOR IMMEDIATE RELEASE - --------------------- HARSCO OFFERS TO ACQUIRE FABER PREST Plc; ACQUISITION TO EXPAND HARSCO'S METAL RECLAMATION AND MILL SERVICES GROUP HARRISBURG, PA - (March 4, 1998). . . Harsco Corporation (NYSE: HSC) and UK-based Faber Prest Plc (LSE: FBP) announced today that they have agreed to a recommended tender offer under which Harsco will offer to purchase, for cash, all of the outstanding common stock of Faber Prest for (British pound)5.00 (approximately $8.20) per share plus interim dividends of 8.5 pence per share (approximately $0.14). Assuming the exercise of certain outstanding employee options, the offer is valued at approximately (British pound)58 million ($95 million). The offer is conditioned on the tender of ninety percent of the outstanding shares of Faber Prest's common stock, as well as certain other conditions and regulatory approvals. Headquartered in Newbury, Berkshire, UK, Faber Prest provides a range of on-site slag processing and material handling services to worldwide steel producers, as well as integrated logistics and transportation services to the steel industry and other markets. Faber Prest provides services in ten countries, and conducts its operations through two divisions, SR Industrial Services and FP Steel Distribution, which together employ approximately 1,500 people. Harsco plans to merge Faber Prest with Harsco's Heckett MultiServ Division. For the year ended 30 September 1997, Faber Prest recorded sales of (British pound)84 million (approximately $137 million) and net profit after tax of (British pound)4.5 million (approximately $7.4 million). 2 Commenting on the acquisition, Harsco's Chairman and CEO Derek C. Hathaway said, "This move will further consolidate our worldwide competitive leadership in on-site, long-term contractual services to the steel industry and other metal producers. We expect the acquisition of Faber Prest to be accretive to earnings in the first full year under Harsco's control." "We will continue to invest for growth in our existing core businesses and give consideration to appropriate acquisition candidates where clear and certain value-adding benefits will result. Recently announced acquisitions will, on an annualized basis, contribute some $300 million in top line expansion." Harsco Corporation is a diversified, global provider of industrial services and engineered products. The company reported 1997 sales of $1.63 billion. Harsco's eight divisions employ more than 14,600 people at over 300 locations in 31 countries. Safe Harbor Statement - --------------------- The nature of Harsco's operations and the many countries in which it operates subject it to changing economic, competitive, regulatory, and technological conditions, risks, and uncertainties. In accordance with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, Harsco provides the following cautionary remarks regarding important factors which, among others, could cause future results to differ materially from the forward-looking statements, expectations and assumptions expressed or implied herein. These factors include, but are not limited to: (1) changes in the worldwide business environment in which Harsco operates, including import, licensing, and trade restrictions, currency exchange rates, interest rates, and capital costs; (2) changes in governmental laws and regulations, including taxes; (3) market and competitive changes, including market demand and acceptance for new products, services, and technologies; (4) effects of unstable governments and business conditions in emerging economies; and (5) other risk factors listed from time to time in Harsco's SEC reports. The Company does not intend to update this information and disclaims any legal liability to the contrary. Additional information about Harsco, including the company's latest financial results and news releases, can be found at Harsco's World Wide Web site at www.harsco.com, or by Fax at (800)-758-5804, extension 396725. # # # -----END PRIVACY-ENHANCED MESSAGE-----