-----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, QWWNPCjB/Rs17stNHj70NyVyNvHe6VsUWz3BNTypmM5/WD/pPihB9MPz52bB+Vms ZzwEzdEPobDZgJUYOeQh6g== 0000950123-99-005897.txt : 19990625 0000950123-99-005897.hdr.sgml : 19990625 ACCESSION NUMBER: 0000950123-99-005897 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990624 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: 11-K SEC ACT: SEC FILE NUMBER: 001-03970 FILM NUMBER: 99651206 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 11-K 1 HARSCO CORPORATION SAVINGS PLAN 1 FORM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the fiscal year ended December 31, 1998 HARSCO CORPORATION SAVINGS PLAN (Full title of the Plan) HARSCO CORPORATION (Name of issuer of the securities held pursuant to the Plan) Camp Hill, PA 17001-8888 (Address of principal executive office) Telephone - (717) 763-7064 - 1 - 2 Financial Statements and Exhibits (a) Financial Statements. The financial statements filed as part of this report are listed in the Index to Financial Statements included herein. (b) Exhibits. (1) Consent of Independent Accountants (2) Participant's Statement of Account (3) Appendix B to Harsco Corporation Savings Plan (4) Description of Federal Tax Considerations - 2 - 3 HARSCO CORPORATION SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS FORM 11-K ANNUAL REPORT ---------------
Form 11-K Pages ----- Report of Independent Accountants 4 Financial Statements: Statements of Net Assets Available for Benefits with Fund Information: December 31, 1998 - Non-Participant Directed: Harsco Common Stock Fund - Participant Directed: Harsco Common Stock Fund, Vanguard Index Trust 500 Portfolio, The Putnam Fund for Growth and Income, Putnam Income Fund, Putnam Voyager Fund, Putnam New Opportunities Fund, Putnam Asset Allocation - Growth Portfolio, Putnam Asset Allocation - Balanced Portfolio, Putnam Asset Allocation - Conservative Portfolio, Putnam International Growth Fund, Putnam Money Market Fund, and Participant Loans 5 December 31, 1997 - Non-Participant Directed: Harsco Common Stock Fund - Participant Directed: Harsco Common Stock Fund, Income Accumulation Fund, Fidelity Magellan Fund, S&P 500 Fund, International Equity Fund, Asset Allocation Fund, AIM Constellation Fund, Templeton Foreign Fund, Bond Index Fund and Participant Loans 6 Statement of Changes in Net Assets Available for Benefits with Fund Information for the year ended: December 31, 1998 - Non-Participant Directed: Harsco Common Stock Fund - Participant Directed: Harsco Common Stock Fund, Vanguard Index Trust 500 Portfolio, The Putnam Fund for Growth and Income, Putnam Income Fund, Putnam Voyager Fund, Putnam New Opportunities Fund, Putnam Asset Allocation - Growth Portfolio, Putnam Asset Allocation - Balanced Portfolio, Putnam Asset Allocation - Conservative Portfolio, Putnam International Growth Fund, Participant Loans, Putnam Money Market Fund, Putnam S&P 500 Index Fund, Income Accumulation Fund, Fidelity Magellan Fund, S&P 500 Fund, International Equity Fund, Asset Allocation Fund, AIM Constellation Fund, Templeton Foreign Fund, and Bond Index Fund 7-8 Notes to Financial Statements of Savings Plan 9-16 Supplemental Schedules: Assets Held for Investment Purposes as of December 31, 1998 - 27(a)* 17 Reportable Transactions for the year ended December 31, 1998 - 27(d)* 18
* Refers to item numbers in Form 5500 (Annual Return/Report of Employee Benefit Plan) for the plan year ended December 31, 1998. - 3 - 4 REPORT OF INDEPENDENT ACCOUNTANTS To the Plan Administrative Committee of the Harsco Corporation Savings Plan: In our opinion, the accompanying financial statements of the Harsco Corporation Savings Plan ("Plan") listed in the Index on page 3 of this Form 11-K, present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1998 and December 31, 1997, and the changes in net assets available for benefits for the year ended December 31, 1998 in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Plan Administrative Committee; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of Assets Held for Investment Purposes and Reportable Transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statement of net assets available for benefits and the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. These supplemental schedules and fund information are the responsibility of the Plan's Administrative Committee. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Philadelphia, Pennsylvania June 11, 1999 - 4 - 5 HARSCO CORPORATION SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION December 31, 1998
Non-Participant Directed Participant Directed ------------ --------------------------------------------------------------------- *Harsco *Harsco Common Common *Vanguard Putnam Fund Putnam *Putnam Stock Stock Index Trust for Growth Income Voyager Total Fund Fund 500 Portfolio and Income Fund Fund ----------- ------------ ------------ ------------ ------------ ------------ ------------ Assets Investments, at fair value: Harsco Corporation 2,547,300 shares of common stock $ 77,533,434 $ 29,435,185 $ 48,098,249 $ -- $ -- $ -- $ -- Mutual Funds 90,394,983 -- -- 27,312,563 3,180,137 2,252,519 20,873,713 Cash 3,724 -- 3,724 -- -- -- -- Participant loans 8,842,449 -- -- -- -- -- -- ----------- ------------ ------------ ------------ ------------ ------------ ------------ Total investments 176,774,590 29,435,185 48,101,973 27,312,563 3,180,137 2,252,519 20,873,713 ----------- ------------ ------------ ------------ ------------ ------------ ------------ Contributions Receivable: Employer's 98,117 85,788 12,329 -- -- -- -- Participants' 403,743 -- 138,872 85,486 16,638 7,277 49,830 ----------- ------------ ------------ ------------ ------------ ------------ ------------ Total receivables 501,860 85,788 151,201 85,486 16,638 7,277 49,830 ------------ ------------ ------------ ------------ ------------ ------------ ------------ Total assets 177,276,450 29,520,973 48,253,174 27,398,049 3,196,775 2,259,796 20,923,543 ------------ ------------ ------------ ------------ ------------ ------------ ------------ Net assets available for benefits $177,276,450 $ 29,520,973 $ 48,253,174 $ 27,398,049 $ 3,196,775 $ 2,259,796 20,923,543 ============ ============ ============ ============ ============ ============ ============
Participant Directed ------------------------------------------------ Putnam Asset Putnam Asset *Putnam New Allocation- Allocation- Opportunities Growth Balanced Fund Portfolio Portfolio ------------ ------------ ------------ Assets Investments, at fair value: Harsco Corporation 2,547,300 shares of common stock $ -- $ -- $ -- Mutual Funds 9,438,432 2,276,365 8,720,371 Cash -- -- -- Participant loans -- -- -- ------------ ------------ ------------ Total investments 9,438,432 2,276,365 8,720,371 ------------ ------------ ------------ Contributions Receivable: Employer's -- -- -- Participants' 48,872 11,837 14,210 ------------ ------------ ------------ Total receivables 48,872 11,837 14,210 ------------ ------------ ------------ Total assets 9,487,304 2,288,202 8,734,581 ------------ ------------ ------------ Net assets available for benefits $ 9,487,304 $ 2,288,202 $ 8,734,581 ============ ============ ============
Participant Directed -------------------------------------------------------- Putnam Asset Putnam *Putnam Allocation- International Money Conservation Growth Market Participant Portfolio Fund Fund Loans ------------ ------------ ------------ ------------ Assets Investments, at fair value: Harsco Corporation 2,547,300 shares of common stock $ -- $ -- $ -- $ -- Mutual Funds 1,031,111 3,821,093 11,488,679 -- Cash -- -- -- -- Participant loans -- -- -- 8,842,449 ------------ ------------ ------------ ------------ Total investments 1,031,111 3,821,093 11,488,679 8,842,449 ------------ ------------ ------------ ------------ Contributions Receivable: Employer's -- -- -- -- Participants' 3,683 12,409 14,629 -- ------------ ------------ ------------ ------------ Total receivables 3,683 12,409 14,629 -- ------------ ------------ ------------ ------------ Total assets 1,034,794 3,833,502 11,503,308 8,842,449 ------------ ------------ ------------ ------------ Net assets available for benefits $ 1,034,794 $ 3,833,502 $ 11,503,308 $ 8,842,449 ============ ============ ============ ============
* Investment represents 5% or more of total plan net asset available for benefits. The accompanying notes are an integral part of the financial statements. - 5 - 6 HARSCO CORPORATION SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION December 31, 1997
Non-Participant Directed Participant Directed --------------- ------------------------------------------------ *Harsco *Harsco Common Common *Income *Fidelity Stock Stock Accumulation Magellan Total Fund Fund Fund Fund ------------- ------------- ------------- ------------- ------------- Assets Investments, at fair value: Harsco Corporation 2,482,870 shares of common stock $ 107,073,769 $ 57,048,904 $ 50,024,865 $ -- $ -- Mutual Funds 67,206,973 -- -- 14,527,032 17,207,306 Short-term investments 1,021,208 519,192 411,477 -- 90,539 Participant loans 8,476,358 -- -- -- -- ------------- ------------- ------------- ------------- ------------- Total investments 183,778,308 57,568,096 50,436,342 14,527,032 17,297,845 ------------- ------------- ------------- ------------- ------------- Contributions Receivable: Employer's 49,990 49,990 -- -- -- Participants' 93,511 -- 43,332 9,474 8,855 Interest Receivable 141 68 59 -- 14 ------------- ------------- ------------- ------------- ------------- Total receivables 143,642 50,058 43,391 9,474 8,869 ------------- ------------- ------------- ------------- ------------- Total assets 183,921,950 57,618,154 50,479,733 14,536,506 17,306,714 Liabilities Securities Purchased (41,651) (22,192) (19,459) -- -- ------------- ------------- ------------- ------------- ------------- Net assets available for benefits $ 183,880,299 $ 57,595,962 $ 50,460,274 $ 14,536,506 $ 17,306,714 ============= ============= ============= ============= =============
Participant Directed --------------------------------------------- *S&P International *Asset 500 Equity Allocation Fund Fund Fund ------------- ------------- ------------- Assets Investments, at fair value: Harsco Corporation 2,482,870 shares of common stock $ -- $ -- $ -- Mutual Funds 18,418,076 2,012,218 10,241,174 Short-term investments -- -- -- Participant loans -- -- -- ------------- ------------- ------------- Total investments 18,418,076 2,012,218 10,241,174 ------------- ------------- ------------- Contributions Receivable: Employer's -- -- -- Participants' 14,110 2,729 8,204 Interest Receivable -- -- -- ------------- ------------- ------------- Total receivables 14,110 2,729 8,204 ------------- ------------- ------------- Total assets 18,432,186 2,014,947 10,249,378 Liabilities Securities Purchased -- -- -- ------------- ------------- ------------- Net assets available for benefits $ 18,432,186 $ 2,014,947 $ 10,249,378 ============= ============= =============
Participant Directed ------------------------------------------------------------- AIM Templeton Bond Constellation Foreign Index Participant Fund Fund Fund Loans ------------- ------------- ------------- ------------- Assets Investments, at fair value: Harsco Corporation 2,482,870 shares of common stock $ -- $ -- $ -- $ -- Mutual Funds 3,071,092 1,254,460 475,615 -- Short-term investments -- -- -- -- Participant loans -- -- -- 8,476,358 ------------- ------------- ------------- ------------- Total investments 3,071,092 1,254,460 475,615 8,476,358 ------------- ------------- ------------- ------------- Contributions Receivable: Employer's -- -- -- -- Participants' 4,050 1,784 973 -- Interest Receivable -- -- -- -- ------------- ------------- ------------- ------------- Total receivables 4,050 1,784 973 -- ------------- ------------- ------------- ------------- Total assets 3,075,142 1,256,244 476,588 8,476,358 Liabilities Securities Purchased -- -- -- -- ------------- ------------- ------------- ------------- Net assets available for benefits $ 3,075,142 $ 1,256,244 $ 476,588 $ 8,476,358 ============= ============= ============= =============
* Investment represents 5% or more of total plan net assets available for benefits. The accompanying notes are an integral part of the financial statements. - 6 - 7 HARSCO CORPORATION SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION For the Year Ended December 31, 1998
Non-Participant Directed Participant Directed --------------- ------------------------------------------------- Harsco Harsco Common Common Vanguard Putnam Fund Stock Stock Index Trust for Growth Total Fund Fund 500 Portfolio and Income ----- ---- ---- ------------- ---------- Additions to net assets attributed to: Investment income Net appreciation/(depreciation) in the fair value of investments $ (21,020,241) $ (16,035,775) $ (14,557,823) $ 2,362,038 $ (120,945) Dividends 5,008,791 1,165,573 1,026,118 320,179 248,857 Interest - collective investment fund 656,713 -- -- -- '- Interest - short-term investments 11,863 6,728 5,135 -- -- Interest - participant loans 762,086 -- -- -- -- ------------- ------------- ------------- ------------- ------------- (14,580,788) (14,863,474) (13,526,570) 2,682,217 127,912 Cash Contributions: Employer's 4,515,451 4,427,611 87,840 -- -- Participants' 17,712,906 -- 5,258,190 2,746,442 797,925 ------------- ------------- ------------- ------------- ------------- Total additions 7,647,569 (10,435,863) (8,180,540) 5,428,659 925,837 ------------- ------------- ------------- ------------- ------------- Deductions: Deductions from net assets attributed to Employee withdrawals 14,251,418 2,738,724 2,845,850 1,306,040 56,603 ------------- ------------- ------------- ------------- ------------- Net increase/(decrease) prior to Interfund transfers (6,603,849) (13,174,587) (11,026,390) 4,122,619 869,234 Interfund transfers -- (14,900,402) 8,819,290 23,275,430 2,327,541 ------------- ------------- ------------- ------------- ------------- Net increase/(decrease) (6,603,849) (28,074,989) (2,207,100) 27,398,049 3,196,775 Net assets available for benefits: December 31, 1997 183,880,299 57,595,962 50,460,274 -- -- ------------- ------------- ------------- ------------- ------------- December 31, 1998 $ 177,276,450 $ 29,520,973 $ 48,253,174 $ 27,398,049 $ 3,196,775 ============= ============= ============= ============= =============
Participant Directed ----------------------------------------------------------------------------------- Putnam Asset Putnam Asset Putnam Putnam Putnam New Allocation- Allocation- Income Voyager Opportunities Growth Balanced Fund Fund Fund Portfolio Portfolio ---- ---- ---- --------- --------- Additions to net assets attributed to: Investment income Net appreciation/(depreciation) in the fair value of investments $ (57,122) $ 9,886 $ 455,535 $ 4,543 $ (118,137) Dividends 87,677 1,406,512 297,048 62,782 245,639 Interest - collective investment fund -- -- -- -- -- Interest - short-term investments -- -- -- -- -- Interest - participant loans -- -- -- -- -- ------------- ------------- ------------- ------------- ------------- 30,555 1,416,398 752,583 67,325 127,502 Cash Contributions: Employer's -- -- -- -- -- Participants' 293,978 1,765,492 1,667,694 388,016 689,254 ------------- ------------- ------------- ------------- ------------- Total additions 324,533 3,181,890 2,420,277 455,341 816,756 ------------- ------------- ------------- ------------- ------------- Deductions: Deductions from net assets attributed to Employee withdrawals 56,486 914,914 448,609 195,649 543,108 ------------- ------------- ------------- ------------- ------------- Net increase/(decrease) prior to Interfund transfers 268,047 2,266,976 1,971,668 259,692 273,648 Interfund transfers 1,991,749 18,656,567 7,515,636 2,028,510 8,460,933 ------------- ------------- ------------- ------------- ------------- Net increase/(decrease) 2,259,796 20,923,543 9,487,304 2,288,202 8,734,581 Net assets available for benefits: December 31, 1997 -- -- -- -- -- ------------- ------------- ------------- ------------- ------------- December 31, 1998 $ 2,259,796 $ 20,923,543 $ 9,487,304 $ 2,288,202 $ 8,734,581 ============= ============= ============= ============= =============
Participant Directed ------------------------------------------------------------------- Putnam Asset Putnam Putnam Allocation- International Money Conservative Growth Market Participant Portfolio Fund Fund Loans --------- ---- ---- ----- Additions to net assets attributed to: Investment income Net appreciation/(depreciation) in the fair value of investments $ (18,095) $ (79,219) $ -- $ -- Dividends 38,374 110,032 -- -- Interest - collective investment fund -- -- 437,935 -- Interest - short-term investments -- -- -- -- Interest - participant loans -- -- -- 762,086 ------------- ------------- ------------- ------------- 20,279 30,813 437,935 762,086 Cash Contributions: Employer's -- -- -- -- Participants' 164,407 508,163 740,550 -- ------------- ------------- ------------- ------------- Total additions 184,686 538,976 1,178,485 762,086 ------------- ------------- ------------- ------------- Deductions: Deductions from net assets attributed to Employee withdrawals 20,411 141,852 1,764,348 994,493 ------------- ------------- ------------- ------------- Net increase/(decrease) prior to Interfund transfers 164,275 397,124 (585,863) (232,407) Interfund transfers 870,519 3,436,378 12,089,171 598,498 ------------- ------------- ------------- ------------- Net increase/(decrease) 1,034,794 3,833,502 11,503,308 366,091 Net assets available for benefits: December 31, 1997 -- -- -- 8,476,358 ------------- ------------- ------------- ------------- December 31, 1998 $ 1,034,794 $ 3,833,502 $ 11,503,308 $ 8,842,449 ============= ============= ============= =============
The accompanying notes are an integral part of the financial statements. - 7 - 8 HARSCO CORPORATION SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION (Continued) For the Year Ended December 31, 1998
Participant Directed ---------------------------------------------------------------------------------- Putnam S&P Income Fidelity S&P International 500 Index Accumulation Magellan 500 Equity Fund Fund Fund Fund Fund ---- ---- ---- ---- ---- Additions to net assets attributed to: Investment income Net appreciation/(depreciation) in the fair value of investments $ 238,371 $ -- $ 2,468,391 $ 2,617,222 $ 283,356 Dividends -- -- -- -- -- Interest - collective investment fund -- 218,778 -- -- -- Interest - short-term investments -- -- -- -- -- Interest - participant loans -- -- -- -- -- ------------ ------------ ------------ ------------ ------------ 238,371 218,778 2,468,391 2,617,222 283,356 Cash Contributions: Employer's Participants' 122,444 339,553 691,094 701,125 123,190 ------------ ------------ ------------ ------------ ------------ Total additions 360,815 558,331 3,159,485 3,318,347 406,546 ------------ ------------ ------------ ------------ ------------ Deductions: Deductions from net assets attributed to Employee withdrawals 2,117 892,842 288,722 474,246 38,273 ------------ ------------ ------------ ------------ ------------ Net increase/(decrease) prior to Interfund transfers 358,698 (334,511) 2,870,763 2,844,101 368,273 Interfund transfers (358,698) (14,201,995) (20,177,477) (21,276,287) (2,383,220) ------------ ------------ ------------ ------------ ------------ Net increase/(decrease) -- (14,536,506) (17,306,714) (18,432,186) (2,014,947) Net assets available for benefits: December 31, 1997 -- 14,536,506 17,306,714 18,432,186 2,014,947 ------------ ------------ ------------ ------------ ------------ December 31, 1998 $ -- $ -- $ -- $ -- $ -- ============ ============ ============ ============ ============
Participant Directed ---------------------------------------------------------------- Asset AIM Templeton Bond Allocation Constellation Foreign Index Fund Fund Fund Fund ---- ---- ---- ---- Additions to net assets attributed to: Investment income Net appreciation/(depreciation) in the fair value of investments $ 1,064,487 $ 329,761 $ 124,899 $ 8,386 Dividends -- -- -- -- Interest - collective investment fund -- -- -- -- Interest - short-term investments -- -- -- -- Interest - participant loans -- -- -- -- ------------ ------------ ------------ ------------ 1,064,487 329,761 124,899 8,386 Cash Contributions: Employer's Participants' 381,722 209,387 84,627 39,653 ------------ ------------ ------------ ------------ Total additions 1,446,209 539,148 209,526 48,039 ------------ ------------ ------------ ------------ Deductions: Deductions from net assets attributed to Employee withdrawals 286,107 45,086 36,658 160,280 ------------ ------------ ------------ ------------ Net increase/(decrease) prior to Interfund transfers 1,160,102 494,062 172,868 (112,241) Interfund transfers (11,409,480) (3,569,204) (1,429,112) (364,347) ------------ ------------ ------------ ------------ Net increase/(decrease) (10,249,378) (3,075,142) (1,256,244) (476,588) Net assets available for benefits: December 31, 1997 10,249,378 3,075,142 1,256,244 476,588 ------------ ------------ ------------ ------------ December 31, 1998 $ -- $ -- $ -- $ -- ============ ============ ============ ============
The accompanying notes are an integral part of the financial statements. - 8 - 9 NOTES TO FINANCIAL STATEMENTS OF SAVINGS PLAN 1. General Description of Plan: The following description of the Harsco Corporation Savings Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. The Plan is a defined contribution plan designed to comply with the requirements of the Employee Retirement Income Security Act of 1974 ("ERISA") and with the requirements for qualification under Sections 401(a) and 401(k) of the Internal Revenue Code (the "Code"). All employees (including officers) who receive a stated weekly, hourly, monthly, or annual rate of compensation and are employed by Harsco Corporation (the "Company") or any subsidiary of either the Company or a subsidiary which adopts this Plan with the approval of the Company shall be covered by, or remain covered by, this Plan, are deemed "Eligible Employees". Appendix B of the Plan and as amended from time to time, shall identify the collective bargaining units representing Eligible Employees under this Plan and the date as of which their coverage commenced. New employees deemed Eligible Employees under this plan are eligible to participate in the plan immediately upon their hire date. To participate in the Plan, an Eligible Employee must elect to contribute to the Plan through payroll deductions each pay period in whole percentages from 1% to 16% of compensation received for services as an employee of the Company or any subsidiary of the Company. The participant shall designate what percentage of such contributions will be "Pre-Tax Contributions" and what percentage will be "After-Tax Contributions." A participant who makes Matched Pre-Tax and/or Matched After-Tax Contributions in an aggregate amount of 6% of his or her compensation may also elect to contribute from 1% to 10% of his or her compensation as an Unmatched Pre-Tax and/or Unmatched After-Tax Contribution. In no event during the year may (a) Matched Pre-Tax and Matched After-Tax Contributions exceed 6% of compensation, (b) Unmatched Pre-Tax and Unmatched After-Tax Contribution exceed 10% of compensation or (c) Pre-Tax Contributions exceed the amount specified by the Internal Revenue Service code which is $10,000. Pre-Tax Contributions shall constitute a reduction in the participant's taxable income for purposes of Section 401(k) of the Code but for the purpose of the Company's tax deductions, shall be considered contributions made by the Company. After-Tax Contributions will be considered to be the participant's contributions to the Plan and shall not constitute a reduction in the participant's taxable income for the purposes of Section 401(k) of the Code. - 9 - 10 NOTES TO FINANCIAL STATEMENTS OF SAVINGS PLAN, (continued) 1. General Description of Plan: (Continued) Pursuant to the Plan, the Company will make contributions in cash to the Trustee for the account of each participant in an amount equal to 50% of the first 6% of such participants' compensation designated as Matched Pre-Tax Contributions and/or Matched After-Tax Contributions. These contributions are referred to as "Company Matching Contributions". Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company's Matching and Prior Match Accounts is based on years of vesting service. A Participant is 100% vested after five years of credited service. The Company pays all administrative fees related to maintaining the Plan as a whole. Fees for investment management are subtracted from fund performance reported by each fund. Participant directed investment fund change fees and Plan record keeping fees are paid by the Company. Loan setup fees are paid by the participant setting up the loan. Participants may borrow from their fund accounts a minimum of $500 to a maximum of 50% of their vested account balance, not to exceed $50,000. Loan transactions are treated as a transfer to (from) the respective investment fund(s) from (to) the Participant Loans fund. The Participant may choose the loan repayment period, not to exceed five years. However, the term may be for any period not to exceed 15 years if the purpose of the loan is to acquire the Participant's principal residence. The loans are collateralized only by the portion of the Participant's Account from which the loan is made and bear interest at a rate commensurate with local prevailing rates as determined periodically by the Plan administrator. Interest rates on outstanding loans, based on the Trustee's prime rate plus one percent, ranged from 7-1/4 to 10% at December 31, 1998. Principal and interest is paid ratable through payroll deductions. While the Company has not expressed any intent to discontinue the Plan, it reserves the right to terminate the Plan at any time or discontinue contributions thereunder. In the event such discontinuance resulted in the termination of the Plan, the accounts of each affected employee who has not yet incurred a break in service shall be fully vested. Complete distributions or withdrawals would be distributed to Plan Participants and beneficiaries in proportion to their respective account balances. - 10 - 11 NOTES TO FINANCIAL STATEMENTS OF SAVINGS PLAN, (continued) 2. Summary of Significant Accounting Policies: Basis of Accounting: The financial statements of the Plan are prepared under the accrual method of accounting. Investment Valuation: The Harsco Corporation Common Stock is stated at market value, which represents the closing price of the stock on the Composite Reporting Tape of the stock exchanges on the last day of trading of the calendar year. Shares in the Vanguard Index Trust 500 Portfolio, Putnam Fund for Growth and Income, Putnam Income Fund, Putnam Voyager Fund, Putnam New Opportunities Fund, Putnam Asset Allocation - Growth Portfolio, Putnam Asset Allocation - Balanced Portfolio, Putnam Asset Allocation Conservative Portfolio, Putnam International Growth Fund, and Putnam Money Market Fund, are all stated at fair value, which represents the closing price on the last day of trading of the calendar year. Cash, which represents funds held until purchases of common stock are completed, is stated at fair value. Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Other: The Plan presents in the Statement of Changes in Net Assets Available for Benefits with Fund Information the net appreciation (depreciation) in the market value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. The purchases and sales of investments are recorded on a trade-date basis. Dividend income is recorded on the ex-dividend date. Income from other investments is recorded as earned on an accrual basis. Both participants' and Company contributions are accrued in the period of the related payroll deductions. Forfeitures, a result of participant withdrawals prior to their full vesting in the Plan, are used to reduce the amount of future Company matching contributions. - 11 - 12 NOTES TO FINANCIAL STATEMENTS OF SAVINGS PLAN, (continued) 3. Investment Programs: The Plan, comprised of participants' and Company contributions, is divided into the following funds described below. (1) Harsco Common Stock Fund - (consisting of Common Stock purchased with Company and participant directed contributions): a fund consisting of Common Stock of Harsco Corporation purchased in the open market or through privately negotiated transactions to the extent permitted by rules of the New York Stock Exchange and the Securities and Exchange Commission. (2) Vanguard Index Trust 500 Portfolio - (consisting of investments purchased with participant directed contributions): a fund consisting of investments in the same stocks and in substantially the same percentages as the S&P 500 Index. (3) Putnam Fund for Growth and Income - (consisting of investments purchased with participant directed contributions): a fund consisting primarily of common stocks located mainly in the United States that offer potential for capital growth, current income, or both. (4) Putnam Income Fund - (consisting of investments purchased with participant directed contributions): a fund consisting of investments in a variety of bonds with an emphasis on government bonds and corporate bonds from creditworthy companies. (5) Putnam Voyager Fund - (consisting of investments purchased with participant directed contributions): a fund consisting of investments in stock of small companies expected to grow over time as well as stocks of larger, more established corporations. The fund invests all or a portion of its assets in small to midsize companies located mainly inside the United States. (6) Putnam New Opportunities Fund - (consisting of investments purchased with participant directed contributions): a fund consisting primarily of investments in common stock of companies within certain industry groups that Putnam management believes offer above-average long-term growth potential. (7) Putnam Asset Allocation : Growth Portfolio - (consisting of investments purchased with participant directed contributions): a fund consisting of 65 - 95% investments in stock that Putnam Management believes have the potential for capital appreciation and consisting of 5 - 35% investments in a diversified portfolio of fixed-income securities, including both government and corporate bonds. - 12 - 13 NOTES TO FINANCIAL STATEMENTS OF SAVINGS PLAN, (continued) 3. Investment Programs: (Continued) (8) Putnam Asset Allocation - Balanced Portfolio - (consisting of investments purchased with participant directed contributions): a fund consisting of 50 - 75% investments in stocks and 25 - 50% investments in a diversified portfolio of fixed-income securities, including both government and corporate bonds. (9) Putnam Asset Allocation : Conservative Portfolio - (consisting of investments purchased with participant directed contributions): a fund consisting of 25 - 45% investments in stocks and 55 - 75% investments in a diversified portfolio of fixed-income securities, including both government and corporate bonds. (10) Putnam International Growth Fund - (consisting of investments purchased with participant directed contributions): a growth oriented fund consisting of investments in a diversified portfolio of stocks of companies located mainly outside the United States. (11) Putnam Money Market Fund - (consisting of investments purchased with participant directed contributions): a fund consisting of short-term high-quality money market securities. Investments in this fund are neither insured nor guaranteed by the U.S. government. (12) Putnam S&P 500 Index Fund - (consisting of investments purchased with participant directed contributions): a fund consisting of investments in the same stocks and in substantially the same percentages as the S&P 500 Index. This fund was removed as an option by the Plan on May 31, 1998 and its assets were transferred to Vanguard Index Trust 500 Portfolio. (13) Income Accumulation Fund - (consisting of investments purchased with participant directed contributions): a fund consisting of investments in guaranteed investment contracts and synthetic guaranteed investment contracts that are individually negotiated between the Fund manager and the insurance companies and banks that issue them. This fund was terminated by the Plan on March 31, 1998 and its assets were transferred to Putnam Money Market Fund. (14) Fidelity Magellan Fund - (consisting of investments purchased with participant directed contributions): a fund consisting of shares of the Fidelity Magellan Mutual Fund which is managed by Fidelity Management and Research Company, Boston, Massachusetts. This fund was terminated by the Plan on March 31, 1998 and its assets were transferred to Putnam Voyager Fund. (15) S&P 500 Fund - (consisting of investments purchased with participant directed contributions): a fund consisting of investments in the same stocks and in substantially the same percentages as the S&P 500 Index. This fund was terminated by the Plan on March 31, 1998 and its assets were transferred to Putnam S&P 500 Index Fund. - 13 - 14 NOTES TO FINANCIAL STATEMENTS OF SAVINGS PLAN, (continued) 3. Investment Programs: (Continued) (16) International Equity Fund - (consisting of investments purchased with participant directed contributions): a fund consisting of investments in foreign stocks in the equity markets of Western European and Pacific Rim countries. This fund was terminated by the Plan on March 31, 1998 and its assets were transferred to Putnam International Growth Fund. (17) Asset Allocation Fund - (consisting of investments purchased with participant directed contributions): a fund consisting of investments among three asset classes consisting of S&P 500 Index common stocks, U.S. Treasury Bonds, and money market instruments. This fund was terminated by the Plan on March 31, 1998 and its assets were transferred to Putnam Asset Allocation - Balanced Portfolio. (18) AIM Constellation Fund - (consisting of investments purchased with participant directed contributions): a fund consisting of investments in common stocks with emphasis on medium-sized and smaller emerging growth companies which is managed by AIM Management Group Inc., Houston, Texas. This fund was terminated by the Plan on March 31, 1998 and its assets were transferred to Putnam New Opportunities Fund. (19) Templeton Foreign Fund - (consisting of investments purchased with participant directed contributions): a fund consisting of investments in stocks and debt obligations of companies and governments outside the U.S. which is managed by Templeton Funds, Inc., St. Petersburg, Florida. This fund was terminated by the Plan on March 31, 1998 and its assets were transferred to Putnam International Growth Fund. (20) Bond Index Fund - (consisting of investments purchased with participant directed contributions): a fund consisting of investments in domestic bonds issued by the U.S. Treasury, U.S. government agencies, and high-quality bonds issued by U.S. corporations. This fund was terminated by the Plan on March 31, 1998 and its assets were transferred to Putnam Income Fund. The Plan provides for various investment options as described above. Investment securities are exposed to various risks, such as interest rate, market, and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term could materially affect participants' account balances and the amounts reported in the statement of net assets available for plan benefits and the statement of changes in net assets available for plan benefits. - 14 - 15 NOTES TO FINANCIAL STATEMENTS OF SAVINGS PLAN, (continued) 3. Investment Programs: (Continued) There were 6,626 participants at December 31, 1998 who participated in one or more of the eleven investment funds. At December 31, 1998 the number of participants selecting each of the investment funds for their contributions was as follows: Harsco Corporation Common Stock Fund.................. 6,130 Vanguard Index Trust 500 Portfolio.................... 3,583 Putnam Fund for Growth and Income..................... 974 Putnam Income Fund.................................... 616 Putnam Voyager Fund................................... 2,840 Putnam New Opportunities Fund......................... 2,280 Putnam Asset Allocation - Growth Portfolio............ 649 Putnam Asset Allocation - Balanced Portfolio.......... 1,330 Putnam Asset Allocation - Conservative Portfolio...... 212 Putnam International Growth Fund...................... 1,338 Putnam Money Market Fund.............................. 1,957
- 15 - 16 NOTES TO FINANCIAL STATEMENTS OF SAVINGS PLAN, (continued) 4. Federal Income Taxes: The Company received a determination letter from the Internal Revenue Service on April 15, 1995, that the Plan, as amended September 15, 1994, is a qualified plan under Sections 401(a) and 401(k) of the Internal Revenue Code and is therefore exempt from Federal income taxes under the provisions of Section 501(a). The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable provisions of the Internal Revenue Code. - 16 - 17 HARSCO CORPORATION SAVINGS PLAN LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES FORM 5500 December 31, 1998
(a) (e) Party Shares or (b) & (c) (d) Current In Interest Units Identity of Issue and Description of Investment Cost Value - ------------ ----------- ----------------------------------------------- ----------- ----------- Common Stock: * 2,547,300 Harsco Corp. Common Stock, par value $1.25 $ 44,858,673 $ 77,533,434 ----------- ----------- N/A Participant Loans (1) 8,842,449 8,842,449 ----------- ----------- Mutual Funds: 239,689 Vanguard Index Trust 500 Portfolio 24,899,127 27,312,563 * 155,204 Putnam Fund for Growth and Income 3,278,154 3,180,137 * 325,508 Putnam Income Fund 2,304,801 2,252,519 * 952,272 Putnam Voyager Fund 20,628,018 20,873,713 * 161,534 Putnam New Opportunities Fund 8,874,678 9,438,432 * 167,011 Putnam Asset Allocation-Growth Portfolio 2,246,542 2,276,365 * 726,093 Putnam Asset Allocation-Balanced Portfolio 8,766,098 8,720,371 * 99,336 Putnam Asset Allocation-Conservative Portfolio 1,037,357 1,031,111 * 198,705 Putnam International Growth Fund 3,875,479 3,821,093 * 11,488,679 Putnam Money Market Fund 11,488,679 11,488,679 ----------- ----------- Total Mutual Funds 87,398,933 90,394,983 ----------- ----------- N/A Cash 3,724 3,724 ------------ ------------ Total Assets Held for Investment Purposes $141,103,779 $176,774,590 =========== ===========
(1) Participant Loans range up to fifteen years to maturity and interest rates on these loans ranged from 7.25% to 10.0%. - 17 - 18 HARSCO CORPORATION SAVINGS PLAN LINE 27d - SCHEDULE OF REPORTABLE (5%) TRANSACTIONS FORM 5500 For the year ended December 31, 1998
(iii), (iv) (i), (ii) Total Dollar (a) (b) Total Number of Value of (v) Identity of Description Purchases (P) Purchases Net Gain or party involved of Asset and/or Sales (S) and/or Sales (Loss) - ------------------------------------------------------------------------------------------------------------------------------------ Harsco Corporation, Harsco Common (P) 456 $24,877,259 plan sponsor Stock Fund (S) 572 130,387,425 72,186,512 Harsco Corporation Asset Allocation Fund (P) 44 666,707 plan sponsor (S) 16 11,972,367 4,572,695 Harsco Corporation Income Accumulation (P) 31 1,989,826 plan sponsor Fund (S) 30 16,735,637 - Harsco Corporation S&P 500 Stock Fund (P) 40 1,415,598 plan sponsor (S) 21 22,450,896 10,181,564 Harsco Corporation Fidelity Magellan Fund (P) 39 637,095 plan sponsor (S) 21 20,400,355 9,376,942 Harsco Corporation Vanguard S&P Index (P) 353 29,970,922 plan sponsor Fund (S) 426 5,071,472 (51,073) Harsco Corporation Putnam Voyager Fund (P) 326 7,222,358 plan sponsor (S) 418 6,694,598 (235,764) Harsco Corporation Putnam New (P) 345 8,154,124 plan sponsor Opportunities Fund (S) 371 2,637,971 (108,008) Harsco Corporation Putnam S&P Index Fund (P) 16 4,075,634 plan sponsor (S) 4 25,733,939 238,371 Harsco Corporation Putnam Money Market (P) 476 7,607,968 plan sponsor Fund (S) 414 11,502,653 -
- 18 - 19 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrative Committee has duly caused this annual report to be signed by the undersigned thereunto duly authorized. HARSCO CORPORATION SAVINGS PLAN BY /s/ P. C. Coppock P. C. Coppock Senior Vice President, Chief Administrative Officer, General Counsel and Secretary June 21, 1999 - 19 - 20 INDEX TO EXHIBITS
Exhibit Number Data Required Location in 11-K - ------ ------------- ---------------- 1 Consent of Independent Accountants Page 21 2 Participant's Statement of Account Pages 22 to 25 3 Appendix "B" to Harsco Page 26 to 27 Savings Plan 4 Description of Federal Tax Incorporated by reference Considerations from pages 50-56 Post Effective Amendment No. 2 to Form S-8 Registration Statement (Registration No. 33-5300) effective April 30, 1990.
- 20 - EX-99.1 2 CONSENT OF INDEPENDENT ACCOUNTANTS 1 EXHIBIT 1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in Post Effective Amendment No. 2 to Form S-8 Registration Statement (Registration No. 33-5300) of our report dated June 11, 1999 relating to the Financial Statements, which appears in this Form 11-K. /S/PricewaterhouseCoopers LLP PRICEWATERHOUSECOOPERS LLP Philadelphia, Pennsylvania June 11, 1999 - 21 - EX-99.2 3 PARTICIPANT'S STATEMENT OF ACCOUNT 1 EXHIBIT 2 HARSCO CORPORATION SAVINGS PLAN Statement April 1, 1998 - December 31, 1998 Participant Name Social Security Number: 000-00-0000 Participant Address Date of Birth: 00/00/00 Date of Hire: 00/00/00 Account Information If you are completing any forms for a hardship distribution or an in-service withdrawal, make sure that your local HR representative has signed off on the form before they send it to Putnam Investments for final processing. YOUR ACCOUNT BALANCE Beginning Balance $.00 Net Change $.00 Ending Balance $.00 Vested Balance $.00 Outstanding Loan Balance $.00 Beginning and ending balances do not include outstanding loans.
INVESTMENT SUMMARY BEGINNING ENDING BEGINNING ENDING BEGINNING ENDING SHARE PRICE SHARE PRICE SHARE BALANCE SHARE BALANCE MARKET VALUE MARKET VALUE 04/01/98 12/31/98 04/01/98 12/31/98 04/01/98 12/31/98 Vanguard Index Trust 500 $0,000 $0,000 $0,000 $0,000 $0,000 $0,000 Putnam New Opportunities Fund $0,000 $0,000 $0,000 $0,000 $0,000 $0,000 Harsco Stock Fund $0,000 $0,000 $0,000 $0,000 $0,000 $0,000 TOTAL $0,000 $0,000 $0,000 $0,000 $0,000 $0,000
ACTIVITY SUMMARY BEGINNING CONTRIBUTIONS WITHDRAWALS EXCHANGES EARNINGS ENDING BALANCE AND OTHER AND OTHER GAIN/LOSS BALANCE CREDITS DEBITS VANGUARD INDEX TRUST 500 Pre-Tax $0,000 $0,000 $0,000 $0,000 $0,000 $0,000 SUBTOTAL $0,000 $0,000 $0,000 $0,000 $0,000 $0,000 PUTNAM NEW OPPORTUNITIES FUND Pre-Tax $0,000 $0,000 $0,000 $0,000 $0,000 $0,000 SUBTOTAL $0,000 $0,000 $0,000 $0,000 $0,000 $0,000
Please verify this financial information and notify Putnam of any questions within 30 days of receipt. If you do not notify Putnam, we will assume the information on this statement is correct. Any corrections will be reflected on a subsequent statement. - 22 - 2 Account Information April 1, 1998 - December 31, 1998 ACTIVITY SUMMARY (CONTINUED)
BEGINNING CONTRIBUTIONS WITHDRAWALS EXCHANGES EARNINGS ENDING BALANCE AND OTHER AND OTHER GAIN/LOSS BALANCE CREDITS DEBITS HARSCO STOCK FUND Restricted Co Match $0,000 $0,000 $0,000 $0,000 $0,000 $0,000 SUBTOTAL $0,000 $0,000 $0,000 $0,000 $0,000 $0,000 PUTNAM MONEY MARKET FUND Pre-Tax $0,000 $0,000 $0,000 $0,000 $0,000 $0,000 SUBTOTAL $0,000 $0,000 $0,000 $0,000 $0,000 $0,000 TOTAL ACCOUNT ACTIVITY Period-To-Date $0,000 $0,000 $0,000 $0,000 $0,000 $0,000 Year-To-Date $0,000 $0,000 $0,000 $0,000 $0,000 $0,000 CURRENT ELECTIONS (12/31/98) INVESTMENT PRE-TAX Vanguard Index Trust 500 0% Putnam New Opportunities Fund 0%
PORTFOLIO BREAKDOWN Your current account balance by investment type [Graph] Two pie graphs are shown side by side. The left pie graph has dark grey shading extending from the top to the bottom of the graph. A label indicates that 100% of the current account balance is in growth funds. Suggested allocations for an The right pie graph is split into a total of investor your age four segments that indicate the suggested allocation between growth funds, growth and [Graph] income funds, income funds, and capital preservation funds. The upper left quadrant of the pie graph is split into three of the segments. The largest of the three segments in the upper left quadrant is shaded dark grey and takes up slightly more than half of the quadrant on the lower edge. The other two segments in the upper left quadrant are of equal size with the middle segment not shaded and the upper segment shaded a light grey. The remaining segment of the pie graph is shaded grey and encompasses the upper right and lower two quadrants of the graph. The hypothetical pie chart on the right reflects optimal combination of assets, considering the time horizon remaining to age 65, historical inflation rates and risk and return relationships of the asset classes shown is not intended as investment advice. No other assumptions have been made. When comparing the pie chart to your situation, consider your other assets income and investments, e.g., the equity in your home, other retirement plan and IRS assets and your savings, in addition to your plan account. Asset Allocation funds are represented in the category where the majority of the investments lie - see the prospectus for more details. Please consult a financial advisor if you want to review your financial situation. Call 1-800-685-6401 if you wish to change your allocations. - 23 - 3 Account Information April 4, 1998 - December 31, 1998 Participant Name INVESTMENT PERFORMANCE Total return at NAV for the period ended December 31, 1998
STATEMENT YTD 1 YEAR 3 YEAR 5 YEAR 10 YEAR/ PERIOD ANNUALIZED ANNUALIZED LIFE ANNUALIZED GROWTH Vanguard Index Trust 500 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Putnam Voyager Fund 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Putnam New Opportunities Fund (Began 08/31/1990) 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Putnam Asset Allocation Growth (Began 02/08/1994) 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Putnam International Growth (Began 02/28/1991) 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Harsco Stock Fund 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% GROWTH AND INCOME Putnam Growth and Income Fund 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Putnam Asset Allocation Balncd (Began 02/07/1994) 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% INCOME Putnam Income Fund 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Putnam Asset Allocation Cnserv (Began 02/07/1994) 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% CAPITAL PRESERVATION Putnam Money Market Fund 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Past performance does not indicate future results; more recent returns may be more or less than those shown. Returns for class A shares are shown at NAV. All returns assume reinvestment of distribution. Returns and principal values will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Putnam New Opportunities Fund: This fund invests all or a portion of its assets in small to medium-sized companies. Such investments increase the risk of greater price fluctuations. Putnam International Growth (Formerly Putnam Overseas Growth Fund): Foreign investments may be subject to certain risks, such as economic instability, currency fluctuations and political developments, not present with domestic investments. Putnam Money Market Fund: An investment in the fund is neither insured nor guaranteed by the U.S. government. No assurance can be made that the fund will maintain a stable share price of $1.00. SOURCE OF MONEY SUMMARY
CONTRIBUTIONS DEFERRAL VESTED VESTED THIS PERIOD PERCENT PERCENT DOLLARS 01/15/1999 Pre-Tax $0.00 $0.00 $0.00 $0.00 Restricted Co Match $0.00 $0.00 $0.00 $0.00 TOTAL Your pre 1987 after tax contributions to date are $0.00 $0.00 $0.00 $0.00 $0.00 Your post 1986 after tax contributions to date are $0.00 $0.00 $0.00 $0.00 $0.00
*Accessing your account information from home has never been easier. Account balances and transactions are now available through the Internet at www.myretirement.com. These new online capabilities can help make planning for your future fast, easy, convenient, and confidential. This Internet service is for use outside employees' normal business hours. Try it today!" - 24 - 4 DEFINITIONS OF KEY TERMS CONTRIBUTIONS AND OTHER CREDITS Contributions are investments made to your retirement plan during the current reporting period. Payroll deductions not received before the end of the quarter will be reflected on your next statement. Other credits may include repayments (if applicable to your plan) or exchanges if not listed separately on your statement. EARNINGS GAIN/LOSS The difference between your beginning balance and your ending balance that is due to investment performance, which includes market value fluctuation and (if not shown separately) interest and dividends. EXCHANGES Moving shares from one investment to another by selling shares of one investment and using the proceeds to buy shares of another investment. FEES Charges for services that may be applicable to your plan, such as account maintenance and withdrawals. MARKET VALUE The value of your shares, in dollars. Calculated by multiplying the share balance by the net asset value price at the end of the statement period. NET ASSET VALUE (NAV) The market value of one share of a mutual fund, not including a sales charge. SHARE A unit of ownership in an investment. VESTING The degree to which you "own" the portion of your plan benefits contributed by your company. Your own contributions are always 100% vested. WITHDRAWALS AND OTHER DEBITS Withdrawals are the total payments made from your retirement account during the period. Other debits may include fees and exchanges if not listed separately on your statement. FUND CATEGORY DESCRIPTIONS GROWTH INVESTMENTS Seeks to maximize the value of your investment over time by investing primarily in stocks of companies that have a strong potential for providing above-average growth. GROWTH AND INCOME INVESTMENTS Seeks to provide regular income, which is reinvested in your plan, and growth of your investment. These funds invest in stocks, bonds, or a combination of both. INCOME INVESTMENTS Seeks to provide a regular stream of income for investment in your plan. These funds invest primarily in interest-paying bonds, dividend-paying stocks, or a combination of both. CAPITAL PRESERVATION INVESTMENTS Seeks to provide stability of principal with minimal growth possibilities. Investment income is derived primarily from interest. These funds may invest in money-market instruments and high-quality investment contracts. - 25 - EX-99.3 4 APPENDIX "B" TO HARSCO SAVINGS PLAN 1 EXHIBIT 3 HARSCO CORPORATION SAVINGS PLAN APPENDIX "B" COLLECTIVE BARGAINING UNITS
Collective Bargaining Units Date of Coverage - --------------------------- ---------------- International Brotherhood of April 1, 1990 Boilermakers, Iron Shipbuilders, Blacksmiths, Forgers & Helpers, Local Lodge No. 398 (P-K) United Automobile, Aerospace and January 1, 1992 Agricultural Implement Workers of America Local Union No. 2310 (T-W) United Steelworkers of America October 16, 1998 Local Union No. 5944 (T-W) United Automobile Workers of America July 1, 1994 Local Union No. 1016 (FRM) International Brotherhood of July 1, 1995 Boilermakers, Iron Shipbuilders, Blacksmiths, Forgers and Helpers AFL-CIO-CFL Local Lodge D546 (IKG) Independent Workers of North America October 1, 1993 Local No. 50542 (IKG) International Association of Bridge, October 1, 1995 Structural and Ornamental Iron Workers Shopmen's Local No. 527 (IKG) United Steelworkers of America July 1, 1995 Local Union No. 2176 Plant 1, Gadsden, AL (HKT) United Steelworkers of America July 1, 1996 Local Union No. 1375-03 Plant 6, Warren, OH (HKT)
- 26 - 2 EXHIBIT 3 HARSCO CORPORATION SAVINGS PLAN APPENDIX "B" COLLECTIVE BARGAINING UNITS
United Steelworkers of America July 1, 1996 Local Union No. 7054-02 Plant 20, Ashland, KY (HKT) Plant 39, Coalton, KY (HKT) United Steelworkers of America Local Union No. 8628 Plant 96, Slippery Rock, PA (HKT) July 1, 1987 Local Union No. 9445-11 Plant 21, Brackenridge, PA (HKT) July 1, 1996 United Steelworkers of America July 1, 1996 Local Union No. 9443-04 Plant 23, Owensboro, KY (HKT) United Steelworkers of America July 1, 1996 Local Union No. 4775 Plant 27, Riverdale, IL (HKT) United Steelworkers of America July 1, 1996 Local Union No. 9048 Plant 36, Mansfield, OH (HKT) United Steelworkers of America July 1, 1996 Local Union No. 9305 Plant 53, Koppel, PA (HKT) International Union of Operating Engineers July 1, 1985 Local Union No. 66 Plant 16, Lyndora, PA (HKT) International Union of Operating Engineers July 1, 1990 Local Union No. 101 Plant 19, Kansas City, MO (HKT)
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