-----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, A8GY0fK0IiLRZkaGafUUW7V4ouuvXPsifIuUEONEniNMu2cbQ5/vO4ciHjh5hImJ SWoBdnzzVRvFZyyhy89czw== 0001072613-05-002557.txt : 20051110 0001072613-05-002557.hdr.sgml : 20051110 20051110161215 ACCESSION NUMBER: 0001072613-05-002557 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051108 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051110 DATE AS OF CHANGE: 20051110 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: 1934 Act SEC FILE NUMBER: 001-03970 FILM NUMBER: 051194084 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 form8-k_13968.txt HARSCO CORPORATION FORM 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM 8-K -------------------- CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 NOVEMBER 8, 2005 (Date of earliest event reported) -------------------- HARSCO CORPORATION (Exact name of registrant as specified in its charter) DE 1-3970 23-1483991 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 350 POPLAR CHURCH ROAD, CAMP HILL, PA 17011 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 717-763-7064 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On November 8, 2005, Harsco Corporation (the Company) received approval from the National Bank of Belgium to increase the maximum amount of treasury notes authorized under its euro commercial paper program from EUR 100 million to EUR 200 million. The increase in authorized commercial paper will provide increased financial flexibility for potential growth-related investments and for general corporate requirements. The original Commercial Paper Dealer Agreement (the Dealer Agreement) dated September 24, 2003 between ING Belgium SA/NV and Harsco Finance B.V. was filed as an Exhibit to the Company's 2003 Form 10-K. A copy of the supplement to the Dealer Agreement is attached hereto and incorporated by reference herein as Exhibit 10.1. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS Exhibit 10.1 - Supplement No. 1 to the Dealer Agreement EXHIBIT INDEX Exhibit 10.1 - Supplement No. 1 to the Dealer Agreement SIGNATURES 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 hereunto duly authorized. HARSCO CORPORATION ------------------ (Registrant) DATE November 10, 2005 /S/ Salvatore D. Fazzolari ---------------------------- ----------------------------------------- Salvatore D. Fazzolari Senior Vice President, Chief Financial Officer and Treasurer EX-10.1 2 exh10-1_13968.txt SUPPLEMENT NO. 1 TO THE DEALER AGREEMENT EXHIBIT 10.1 ------------ SUPPLEMENT NO. 1 TO THE DEALER AGREEMENT ---------------- Dated as of October 12, 2005 BETWEEN (a) Harsco Finance B.V., a limited company validly existing under Dutch Law, having its registered office at Wenckbachstraat 1, NL-1951JZ Velsen Noord, The Netherlands, represented by Mr. S. D. Fazzolari, acting in his capacity of Managing Director and Mr. M. E. Kimmel, acting in his capacity of Managing Director (the "ISSUER"); and (b) HARSCO Corporation, a company validly existing under Delaware law, having its registered office at c/o Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, U.S.A., represented by Mr. S. D. Fazzolari, acting in his capacity of Senior Vice President, Chief Financial Officer & Treasurer (the "GUARANTOR"); ON THE ONE HAND, AND (c) ING Belgium SA/NV, a credit institution validly existing under the laws of the Kingdom of Belgium, having its registered office at Avenue Marnixlaan 24, B-1000 Brussels, Belgium, registered with the Commercial Register of Brussels under nr. 77.186, represented by Mr. Francois De Witte, acting in his capacity of Vice-President and Mr. Bertrand Soenen, acting in his capacity of Head of Securities Transaction Management (the "ARRANGER" or the "DEALER"); ON THE OTHER HAND, FOR THE PURPOSE OF THIS DOMICILIARY AGENCY AGREEMENT, ALL CAPITALISED TERMS USED HEREIN SHALL, UNLESS DEFINED OR SPECIFIED OTHERWISE OR WHERE THE CONTEXT REQUIRES OTHERWISE, HAVE THE RESPECTIVE MEANINGS GIVEN THERETO IN THE AMENDED AND RESTATED INFORMATION MEMORANDUM RELATED TO THE EUR 200,000,000 PROGRAMME FOR THE ISSUE OF DEMATERIALISED TREASURY NOTES BY THE ISSUER DATED OCTOBER 12, 2005 (THE "PROGRAMME") (THE "INFORMATION MEMORANDUM"). WHEREAS, A dealer agreement (the "DEALER AGREEMENT") and an agency agreement (the "DOMICILIARY AGENCY AGREEMENT") between the Issuer, the Guarantor and the Dealer relating to the programme of EUR 100,000,000 dematerialised THESAURIEBEWIJZEN/BILLETS DE TRESORERIE ("TREASURY NOTES") (the "PROGRAMME") have been signed on September 24, 2003; WHEREAS, The Treasury Notes will be unconditionally and irrevocably guaranteed by Harsco Corporation as to all payments due under the Programme, pursuant to a guarantee signed on October 12, 2005; WHEREAS, The Dealer Agreement, as amended, shall remain in full force and effect, subject to the amendments below; THE FOLLOWING CHANGE TO THE DEALER AGREEMENT HAS BEEN AGREED: THAT the issuer has decided, pursuant to a resolution of its board of Directors dated October 12, 2005, to increase the maximum amount of the Programme from EUR 100,000,000 to EUR 200,000,000; THAT the amount of the Guarantee has been increased accordingly; THAT the Issuer has appointed ING Belgium SA/NV, which accepted, to act as Domiciliary Agent pursuant to the Amended and Restated Domiciliary Agency Agreement dated October 12, 2005. This amendment is drawn up in 3 originals on October 12, 2005. FOR THE ISSUER Harsco Finance B.V. By: By: /S/ Salvatore D. Fazzolari /S/ Mark E. Kimmel - ------------------------------ ------------------------------ Name: Mr. S. D. Fazzolari Name: Mr. M. E. Kimmel Title: Managing Director Title: Managing Director FOR THE GUARANTOR Harsco Corporation By: /S/ Salvatore D. Fazzolari - ------------------------------ Name: Mr. S. D. Fazzolari Title: Senior Vice President, Chief Financial Officer & Treasurer FOR THE DOMICILIARY AGENT ING BELGIUM SA/NV By: By: /S/ Bertrand Soenen /S/ Francois De Witte - ------------------------------ ------------------------------ Bertrand Soenen Francois De Witte Head of Securities Transaction Head of International Cash Management Management Sales and CP/MTN Origination -----END PRIVACY-ENHANCED MESSAGE-----