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UNITED STATES
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) November 19, 1996
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)
350 POPLAR CHURCH ROAD
CAMP HILL, PENNSYLVANIA 17001-8888
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (717) 763-7064
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Item 5. Other Events:
Declaration of Two-For-One Common Stock Split
The Company declared a two-for-one stock split of its outstanding
Common Stock, par value of $1.25 per share (the "Common Stock"), including
shares held as treasury stock. The two-for-one stock split (the "Stock Split")
shall be payable February 14, 1997, to the shareholders of record at the close
of business on January 15, 1997.
In connection with the Stock Split, the Company intends to issue and
list on The New York Stock Exchange, Inc. and The Pacific Stock Exchange, Inc.,
approximately 35,000,000 additional shares of Common Stock. Stockholders will
not have to surrender their present stock certificates, which will continue to
represent the same number of shares of Common Stock. Certificates for the
additional shares of Common Stock will be mailed to stockholders on February 14,
1997.
No preferred stock has been issued other than the preferred stock rights
for a Series A Junior Participating Cumulative Preferred Stock distributed by
the Company in September 1987 for each outstanding share of Common Stock. These
rights shall be adjusted pursuant to the Rights Agreement between the Company
and The Chase Manhattan Bank, N.A. such that following distribution of the split
shares, each share of Common Stock shall have one-half of a right associated
with it, and the other terms will remain unchanged.
A copy of the press release issued by the Company on November 19, 1996 is
attached hereto as Exhibit A and incorporated herein.
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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: November 27, 1996 By: /s/ Paul C. Coppock
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Paul C. Coppock
Senior Vice President,
Chief Administrative Officer,
General Counsel and Secretary
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EXHIBIT A
[HARSCO CORPORATION LETTERHEAD]
Contact: Eugene Truett (Analysts) Kenneth Julian (Media)
(717) 975-5677 (717) 730-3683
HARSCO CORPORATION DECLARES
TWO-FOR-ONE STOCK SPLIT;
RAISES DIVIDEND 5.3 PERCENT
HARRISBURG, PA. (November 19, 1996) ... The Board of Directors of
Harsco Corporation (NYSE:HSC) has approved a two-for-one common stock split and
declared a 5.3 percent increase in the quarterly dividend on the Company's
common stock.
The common stock split is the company's first since 1986. One
additional share will be issued for each share of Harsco common stock held by
shareholders of record as of the close of business on January 15, 1997. New
shares will be distributed on February 14, 1997 by the Corporation's transfer
agent.
The declared dividend of $0.40 per share (pre-split) is equivalent to
an annual rate of $1.60 per share. The dividend is payable on February 14, 1997
to shareholders of record as of January 15, 1997.
Derek C. Hathaway, Chairman and Chief Executive Officer said, "These
actions taken today by the Harsco Board of Directors underscore the strength of
our record financial performance and the Board's continued confidence in our
prospects for sustained growth and earnings. Through the stock split, our shares
become even more attractive to a broader range of the investment market."
Harsco Corporation's diversified services and products add value to a
range of worldwide industries. Harsco's core businesses comprise three main
operating groups: Metal Reclamation and Mill Services, the world's leader in
specialized material handling and
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metals recovery services for the metallurgical industries; Infrastructure and
Construction, which serves the world's railway maintenance, infrastructure, and
construction requirements; and Process Industry Products, which specializes in
gas containment and control equipment, precision fittings, and other equipment
for the petrochemical, pharmaceutical, food processing, and other industries.
Harsco also holds a 40 percent equity interest in United Defense, L.P. a joint
venture with FMC Corporation. United Defense is one of the world's leading
producers of ground combat vehicles and other defense systems for the U.S. and
allied nations. For the year ending December 31, 1995, Harsco reported total
revenues of $1.5 billion.
Other Harsco announcements are available free of charge by Fax at
(800)-758-5804, extension 396725, or on the Internet at
http://www.prnewswire.com.
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