-----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, KXLvAwbHBGfpDuUJyRuD7RgyuTXAwbeyVxKkixp+mYA+0ufnndEAAoi48V3eb6na mG6pX1+32tdB7jKYWyOKIQ== 0001171843-05-000347.txt : 20051121 0001171843-05-000347.hdr.sgml : 20051121 20051121135151 ACCESSION NUMBER: 0001171843-05-000347 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051121 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051121 DATE AS OF CHANGE: 20051121 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: 051217450 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 f8k_11212005.htm 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 21, 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
of incorporation)
  (Commission File Number)   (IRS Employer Identification No.)


 
350 Poplar Church Road, Camp Hill PA, 17011
 
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:
  [   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  [   ] Soliciting material pursuant to Rule 14a-12(b) 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 2.01 Completion of Acquisition or Disposition of Assets

On November 21, 2005, Harsco Corporation (the Company) completed its previously announced transaction with Sun HB Holdings, LLC to acquire Hünnebeck Group GmbH (Hünnebeck). The Company paid €140 million (approximately $165 million) for the business.

A copy of the press release announcing the completion of this transaction is attached hereto and incorporated by reference herein as Exhibit 99.1. A copy of the purchase agreement was filed as Exhibit 2 to the Company's Form 10-Q for the quarterly period ended September 30, 2005.

Item 9.01. Financial Statements and Exhibits.

    Exhibit 99.1.       Press release dated November 21, 2005


SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    Harsco Corporation
(Registrant)

November 21, 2005
(Date)
  /s/   SALVATORE D. FAZZOLARI
Salvatore D. Fazzolari
Senior Vice President, Chief Financial Officer & Treasurer


  Exhibit Index
  99.1 Press release dated November 21, 2005






EX-99 2 exh991.htm EXHIBIT 99.1

EXHIBIT 99.1

HARSCO COMPLETES ACQUISITION OF HÜNNEBECK GROUP GmbH

Acquisition Adds to Strategic Growth of Harsco's Market-Leading Access Services Segment

HARRISBURG, PA (November 21, 2005) -- Worldwide industrial services and products company Harsco Corporation (NYSE: HSC) announced today that it has completed its previously announced acquisition of Hünnebeck Group GmbH, Europe's third-largest provider of highly engineered construction formwork and scaffolding services for the construction industry. As previously announced, the Company paid €140 million (approximately $165 million) for the business. The acquisition is expected to be accretive to Harsco's earnings in 2006.

The addition of Hünnebeck further accelerates the strategic growth of Harsco's market-leading Access Services segment, bringing it in excess of $900 million in projected annual revenues and adding six additional countries – Germany, Italy, Norway, Sweden, Austria, and Hungary – to the segment's operations. Close to 75 percent of Hünnebeck's annual revenues of approximately $170 million are generated from Western Europe, with the balance coming from export sales and emerging markets in Eastern Europe and the Middle East. The company employs more than 650 people.

Harsco's Access Services segment is the world's foremost provider of rental scaffolding, cast-in-place concrete formwork, shoring and other access-related equipment and services for major non-residential construction and industrial maintenance projects. The segment includes Harsco's SGB division, which operates throughout Europe, Asia and the Middle East, and Harsco's Patent Construction Systems division, which operates in the U.S., Canada and Mexico.

Harsco Corporation is a diversified, worldwide industrial services and products company with annual sales in excess of $2.5 billion. The Company's four market-leading business groups provide mill services, access services, engineered products and services, and gas containment and control technologies to customers worldwide. With the Hünnebeck acquisition, Harsco's worldwide employment now totals more than 19,000 people in over 45 countries of operation. Additional information about Harsco, including its Access Services segment, can be found at http://www.harsco.com.

The Harsco Corporation logo is available at: http://www.primezone.com/newsroom/prs/?pkgid=361

CONTACTS:  Harsco Corporation
           Media Contact
           Kenneth D. Julian
           717.730.3683
           kjulian@harsco.com

           Investor Contact
           Eugene M. Truett
           717.975.5677
           etruett@harsco.com
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