<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-3970
HARSCO CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 23-1483991
(State of incorporation) (I.R.S. Employer Identification No.)
Camp Hill, Pennsylvania 17001-8888
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number (717) 763-7064
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES /X/ NO / /
<TABLE>
<CAPTION>
Title of Each Class Outstanding Shares at September 30, 1996
- ------------------- ----------------------------------------
<S> <C>
Common Stock Par Value $1.25 24,776,569
Preferred Stock Purchase Rights 24,776,569
</TABLE>
-1-
<PAGE> 2
HARSCO CORPORATION AND SUBSIDIARY COMPANIES
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
(In thousands, except per share amounts) 1996 1995 1996 1995
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
REVENUES:
Net sales ............................................. $ 395,776 $ 374,147 $ 1,150,195 $ 1,108,308
Equity in income of unconsolidated entities ........... 9,059 10,939 41,906 38,682
Other ................................................. 169 411 582 1,162
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TOTAL REVENUES .................................... 405,004 385,497 1,192,683 1,148,152
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COSTS AND EXPENSES:
Cost of sales ......................................... 300,337 284,326 872,262 852,504
Selling, general and administrative expenses .......... 51,151 47,147 153,421 145,555
Research and development expenses ..................... 1,896 1,088 3,505 3,431
Facilities discontinuance and reorganization costs .... 176 16,827 1,711 19,322
Other ................................................. 199 (451) (447) (4,831)
- --------------------------------------------------------------------------------------------------------------------------------
TOTAL COSTS AND EXPENSES .......................... 353,759 348,937 1,030,452 1,015,981
- --------------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE INTEREST, TAXES,
AND MINORITY INTEREST ........................ 51,245 36,560 162,231 132,171
Interest income ............................................ 1,483 1,647 5,275 5,020
Interest expense ........................................... (4,814) (7,356) (16,881) (22,376)
- --------------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE TAXES AND MINORITY INTEREST ......... 47,914 30,851 150,625 114,815
Provision for income taxes ................................. 17,180 12,032 57,237 44,778
- --------------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE MINORITY INTEREST ................... 30,734 18,819 93,388 70,037
Minority interest in net income ............................ 1,625 419 3,909 1,618
- --------------------------------------------------------------------------------------------------------------------------------
NET INCOME ........................................ $ 29,109 $ 18,400 $ 89,479 $ 68,419
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Average shares of common stock outstanding ................. 24,865 25,313 24,994 25,262
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NET INCOME PER SHARE .............................. $ 1.17 $ .73 $ 3.58 $ 2.71
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Cash dividends declared per share ................. $ .38 $ .37 $ 1.14 $ 1.11
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See accompanying notes to consolidated financial statements.
</TABLE>
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<PAGE> 3
HARSCO CORPORATION AND SUBSIDIARY COMPANIES
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (Continued)
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
SEPTEMBER 30 DECEMBER 31
(In thousands) 1996 1995
- -----------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ................................... $ 55,179 $ 76,669
Receivables ................................................. 283,192 272,858
Inventories:
Finished goods ........................................... 30,741 25,996
Work in process .......................................... 31,864 24,640
Raw material and purchased parts ......................... 52,518 54,151
Stores and supplies ...................................... 18,941 18,498
- -------------------------------------------------------------------------------------------------
Total inventories .................................... 134,064 123,285
Other current assets ........................................ 62,901 60,954
- -------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS ..................................... 535,336 533,766
- -------------------------------------------------------------------------------------------------
Property, plant and equipment, at cost .......................... 1,153,106 1,080,267
Allowance for depreciation ...................................... (661,595) (620,458)
- -------------------------------------------------------------------------------------------------
491,511 459,809
- -------------------------------------------------------------------------------------------------
Cost in excess of net assets of businesses acquired, net ........ 197,368 205,801
Investments in unconsolidated entities .......................... 60,165 45,604
Other assets .................................................... 55,033 65,682
- -------------------------------------------------------------------------------------------------
TOTAL ASSETS ............................................. $ 1,339,413 $ 1,310,662
- -------------------------------------------------------------------------------------------------
LIABILITIES
CURRENT LIABILITIES:
Notes payable and current maturities ........................ $ 27,142 $ 108,747
Accounts payable ............................................ 102,184 112,736
Accrued compensation ........................................ 42,164 41,304
Other current liabilities ................................... 106,353 125,725
- -------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES ................................ 277,843 388,512
- -------------------------------------------------------------------------------------------------
Long-term debt .................................................. 282,362 179,926
Deferred income taxes ........................................... 30,897 36,061
Other liabilities ............................................... 88,403 80,172
- -------------------------------------------------------------------------------------------------
TOTAL LIABILITIES ........................................ 679,505 684,671
- -------------------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
Common stock and additional paid-in capital ..................... 149,203 141,855
Cumulative adjustments for translation and pension liability .... (27,387) (20,265)
Retained earnings ............................................... 774,849 713,774
Treasury stock .................................................. (236,757) (209,373)
- -------------------------------------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY ............................... 659,908 625,991
- -------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ............... $ 1,339,413 $ 1,310,662
- -------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
-3-
<PAGE> 4
HARSCO CORPORATION AND SUBSIDIARY COMPANIES
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (Continued)
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30
(In thousands) 1996 1995
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ................................................................ $ 89,479 $ 68,419
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation .......................................................... 74,720 70,721
Amortization .......................................................... 6,975 7,456
Equity in income of unconsolidated entities ........................... (41,906) (38,682)
Dividends or distributions from unconsolidated entities ............... 27,363 27,245
Deferred income taxes ................................................. 2,612 5,268
Write-off of federal excise tax receivable ............................ -- 13,455
Other, net ............................................................ 2,200 (9,932)
Changes in assets and liabilities, net of acquisitions and dispositions
of businesses:
Notes and accounts receivable ..................................... (13,600) 68,697
Inventories ....................................................... (5,140) (14,004)
Accounts payable .................................................. (4,776) (9,851)
Other assets and liabilities ...................................... (13,146) 10,039
- -----------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES ............................. 124,781 198,831
- -----------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for property, plant and equipment ............................ (105,465) (85,754)
Purchase of businesses, net of cash acquired .............................. (21,030) (4,143)
Investments held-to-maturity, net of purchases ............................ 6,685 572
Proceeds from sale of businesses .......................................... 1,793 839
Other investing activities ................................................ 3,510 7,812
- -----------------------------------------------------------------------------------------------------------------
NET CASH (USED) BY INVESTING ACTIVITIES ............................... (114,507) (80,674)
- -----------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Short-term borrowings, net ................................................ 12,977 (9,718)
Current maturities and long-term debt
Additions ............................................................... 185,900 47,134
Reductions .............................................................. (175,695) (119,112)
Cash dividends paid on common stock ....................................... (28,520) (28,024)
Common stock issued-options ............................................... 4,581 5,015
Common stock acquired for treasury ........................................ (29,973) --
Other financing activities ................................................ 500 1,107
- -----------------------------------------------------------------------------------------------------------------
NET CASH (USED) BY FINANCING ACTIVITIES ............................... (30,230) (103,598)
- -----------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash ...................................... (1,534) 164
- -----------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents ......................... (21,490) 14,723
Cash and cash equivalents at beginning of period ............................. 76,669 43,550
- -----------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ................................... $ 55,179 $ 58,273
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
-4-
<PAGE> 5
HARSCO CORPORATION AND SUBSIDIARY COMPANIES
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (Continued)
REVIEW OF OPERATIONS BY GROUP
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
(In millions) 1996 1995 1996 1995
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NET SALES
Metal Reclamation and Mill Services ....... $ 150.1 $ 153.1 $ 452.3 $ 446.0
Infrastructure and Construction (a) ....... 107.6 100.6 307.2 302.7
Process Industry Products ................. 138.1 120.4 390.7 359.6
- -------------------------------------------------------------------------------------------------------
Total .............................. $ 395.8 $ 374.1 $1,150.2 $1,108.3
- -------------------------------------------------------------------------------------------------------
INCOME BEFORE TAXES AND MINORITY INTEREST
Metal Reclamation and Mill Services (b) ... $ 19.9 $ 22.9 $ 62.9 $ 60.2
Infrastructure and Construction (a) ....... 11.7 12.3 33.7 25.5
Process Industry Products ................. 14.2 10.9 37.2 32.0
- -------------------------------------------------------------------------------------------------------
45.8 46.1 133.8 117.7
Facilities discontinuance and
reorganization costs (c) .................. (.1) (16.7) (.7) (18.4)
- -------------------------------------------------------------------------------------------------------
Total group operating profit ....... 45.7 29.4 133.1 99.3
Equity in income of unconsolidated entities 9.1 11.0 41.9 38.7
Interest expense .......................... (4.8) (7.4) (16.9) (22.4)
General corporate expenses (d) ............ (2.1) (2.2) (7.5) (.8)
- -------------------------------------------------------------------------------------------------------
TOTAL PRE-TAX INCOME ........ $ 47.9 $ 30.8 $ 150.6 $ 114.8
- -------------------------------------------------------------------------------------------------------
</TABLE>
(a) Under the Infrastructure and Construction Group, the Company ceased all bus
operations in June, 1995. For the nine months of 1995, the school bus
operation had $15.7 million in sales and an operating loss of $6.2 million.
(b) For the third quarter and the nine months of 1995, Group income before tax
included a $0.2 million foreign currency translation exchange gain and a
$2.9 million foreign currency translation exchange loss, respectively.
Included in the $2.9 million loss, is a $3.5 million foreign currency
translation exchange loss due to the devaluation of the Mexican peso. For
the 1996 comparable periods, foreign currency translation exchange losses
were $0.4 million for both the third quarter and nine months.
(c) The third quarter and nine months ended September 30, 1995 includes a
non-cash charge of $13.5 million relating to the settlement of the Federal
Excise Tax reimbursement on the completed five-ton truck contract, and a
$2.1 million provision for asset impairment relating to the remaining fixed
assets of the school bus business. The nine months of 1995 also includes
$2.6 million relating to the discontinuance of certain international
facilities related to the Metal Reclamation and Mill Services Group.
(d) General corporate expenses for the third quarter and the nine months of
1995, respectively, included a $0.3 million foreign currency translation
exchange loss and a $5.9 million foreign currency translation exchange
gain. For the 1996 comparable periods, foreign currency translation
exchange losses were immaterial.
-5-
<PAGE> 6
HARSCO CORPORATION AND SUBSIDIARY COMPANIES
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (Cont'd.)
Cash payments for interest on all debt, net of amounts capitalized were
$19,812,000 for the nine months of 1996 and $21,963,000 for the nine months of
1995. Cash payments for income taxes were $62,987,000 for the nine months of
1996 and $36,915,000 for the nine months of 1995.
Notes to Consolidated Financial Statements
Commitments and Contingencies:
Federal Excise Tax and Other Matters Related to the Five-ton Truck Contract
In the third quarter of 1995, the Company, the United States Army, and the
United States Department of Justice concluded a settlement of Harsco's
previously reported claims against the Army relating to Federal Excise Tax
arising under a completed 1986 contract for the sale of five-ton trucks to the
Army. On September 27, 1995, the Army paid Harsco $49 million in accordance with
the settlement terms. Harsco released the Army from any further liability for
those claims, and the Department of Justice released Harsco from a threatened
action for damages and civil penalties based on an investigation conducted by
the Department's Commercial Litigation Branch that had been pending for several
years. During the performance of the five-ton truck contract, the Company
recorded an account receivable of $62.5 million for its claims against the Army
relating to Federal Excise Tax. As a result of accepting the $49 million in
settlement, Harsco recorded a non-recurring, pre-tax, non-cash charge of $13.5
million (after-tax charge of $8.2 million, $.32 per share), in the third quarter
of 1995.
The settlement preserves the rights of the parties to assert claims and defenses
under the Internal Revenue Code, and rights of the Army and Harsco to claim
certain amounts that may be owed by either party to reconcile possible
underpayments or overpayments on the truck contract as part of the formal
contract close out process.
The settlement does not resolve the potential for a claim from the Internal
Revenue Service that, contrary to the Company's position, certain cargo truck
models have gross vehicle weights in excess of the 33,000 pound threshold under
the Federal Excise Tax law, and therefore are taxable. As previously reported,
the Internal Revenue Service is reviewing Harsco's position and has tentatively
concluded that those cargo truck models are taxable. Assuming the Internal
Revenue Service asserts that tax is due on these vehicles, the total claim could
be approximately $42 million plus interest and penalty, if any. The Company
plans to vigorously contest any such tax deficiency. Although there is risk of
an adverse outcome, the Company believes that these trucks are not taxable. The
settlement agreement preserves the Company's right to seek reimbursement of
after- imposed tax from the Army in the event that the cargo trucks are
determined to be taxable, but the agreement limits the reimbursement to a
maximum of $21 million. Additionally, in an earlier contract modification, the
Army accepted responsibility for $3.6 million of the potential tax, bringing its
total potential responsibility up to $24.6 million.
Under the settlement, the Army agreed that if the cargo trucks are determined to
be taxable, the 1993 decision of the Armed Services Board of Contract Appeals
(which ruled that the Company is entitled to a price adjustment to the contract
for reimbursement of FET paid on vehicles that were to
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<PAGE> 7
HARSCO CORPORATION AND SUBSIDIARY COMPANIES
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (Cont'd.)
be delivered after October 1, 1988) will apply to the question of Harsco's right
to reimbursement from the Army for after-imposed taxes on the cargo trucks. In
Harsco's view, application of the 1993 decision will favorably resolve the
principal issues regarding any such future claim by Harsco. Therefore, the
Company believes that even if the cargo trucks are held to be taxable, the Army
would be obligated to reimburse the Company for a majority of the tax, (but not
interest or penalty, if any), resulting in a net maximum liability for Harsco of
approximately $18 million plus interest and penalty, if any. The Company
believes it is unlikely that resolution of this matter will have a material
adverse effect on the Company's financial position, however, it could have a
material effect on quarterly or annual results of operations.
The Company has advised the Internal Revenue Service that it is in the process
of preparing tax refund claims which will challenge the applicability of the
Federal Excise Tax to any of the five-ton trucks based on a provision of the law
which exempts certain vehicles specially designed for the primary function of
off-highway transportation. An alternative claim for partial refund of the tax
is also being prepared based on the exemption of certain of the truck components
from tax. The Company has paid a total of $52 million of Federal Excise Tax on
the five-ton trucks. Any such refund of tax and payment of interest by the
Internal Revenue Service would be shared by the Army and the Company in amounts
to be determined.
M9 Armored Combat Earthmover Claim
The Company and its legal counsel are of the opinion that the U.S. Government
did not exercise option three under the M9 Armored Combat Earthmover (ACE)
contract in a timely manner, with the result that the unit prices for options
three, four and five are subject to renegotiation. Claims reflecting the
Company's position have been filed with respect to all options purported to be
exercised, totaling in excess of $60 million plus interest. No recognition has
been given in the accompanying financial statements for any recovery on these
claims. In July 1995, the Armed Services Board of Contract Appeals denied the
motions for summary judgment which had been filed by both the Company and the
Government. The Company is continuing to pursue its claim before the Armed
Services Board of Contract Appeals.
Other Litigation
On March 13, 1992, the U.S. Government filed a counterclaim against the Company
in a civil suit alleging violations of the False Claims Act and breach of a
contract to supply M109A2 Self-Propelled Howitzers. The counterclaim was filed
in the United States Claims Court in response to the Company's claim of
approximately $5 million against the Government for costs incurred on this
contract relating to the same issue. In October 1995, Government counsel
informed the Company's counsel that at trial it would claim breach of contract
damages of $4.8 million plus damages and civil penalties under the False Claims
Act totaling $6.8 million. This is a reduction from the previously asserted
Government claim of $7.3 million in damages, trebled plus False Claims Act
penalties. The trial commenced in July 1996 and a decision is expected in 1997.
The Company and its counsel believe it is unlikely that resolution of these
claims will have a material adverse effect on the Company's financial position,
however, it could have a material effect on quarterly or annual results of
operations.
-7-
<PAGE> 8
HARSCO CORPORATION AND SUBSIDIARY COMPANIES
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (Cont'd.)
Iran's Ministry of Defense initiated arbitration procedures against the Company
in 1991 under the rules of the International Chamber of Commerce for damages
allegedly resulting from breach of various contracts executed by the Company and
the Ministry of Defense between 1970 and 1978. The contracts were terminated in
1978 and 1979 during the period of civil unrest in Iran that preceded the
Iranian revolution. Iran asserted a claim under one contract for repayment of a
$7.5 million advance payment it made to the Company, plus interest at 12%
through June 27, 1991 in the amount of $25.3 million. Iran also asserted a claim
for damages under other contracts for $76.3 million. The Company asserted
various defenses and also filed counterclaims against Iran for damages in excess
of $7.5 million which it sustained as a result of Iran's breach of contract,
plus interest. At an arbitration hearing held in January 1996, Iran reduced the
$76.3 million portion of its claim to approximately $34.4 million. The
International Court of Arbitration took the case under advisement and in
September 1996, awarded Iran a net amount of approximately $1.2 million. This
represents an award of $7.5 million to Iran for the advance payment, offset by
an award of $6.3 million to the Company for damages and legal costs and the
denial of all pre-award interest claims for both parties. The Company and Iran
have each filed appeals in the Supreme Court of Switzerland. The Company's
management and its counsel believe it is unlikely that resolution of these
claims will have a material adverse effect on the Company's financial position
or results of operations.
In 1992, the United States Government through its Defense Contract Audit Agency
commenced an audit of certain contracts for sale of tracked vehicles by the
Company to foreign governments, which were financed by the United States
Government through the Defense Security Assistance Agency. The Company
cooperated with the audit and responded to a number of issues raised by the
audit. In September 1994, the Company received a subpoena issued by the
Department of Defense Inspector General seeking various documents relating to
sale contracts between the Company and foreign governments which were funded by
the Defense Security Assistance Agency. The Company is continuing to cooperate
and is responding to the subpoena. Based on discussions with the agent in charge
and the Government auditors, it appears that the investigation focuses on
whether the Company made improper certifications to the Defense Security
Assistance Agency. The Government has not asserted any claims at this time and
it is too early to know whether a claim will be asserted or what the nature of
any such claim would be, however, the Company's management and its counsel
believe it is unlikely that this issue will have a material adverse effect on
the Company's financial position.
In June 1994, the shareholder of the Ferrari Group, a Belgium holding company
involved in steel mill services and other activities, filed a legal action in
Belgium against Heckett MultiServ, S.A. and S.E.A.E., subsidiaries of MultiServ
International N.V. (a subsidiary of the Company). The action alleges that these
two subsidiaries breached contracts arising from letters of intent signed in
1992 and 1993 concerning the possible acquisition of the Ferrari Group, claiming
that the subsidiaries were obligated to proceed with the acquisition and failed
to do so. The action seeks damages of 504 million Belgian francs (approximately
U.S. $16 million). The Company intends to vigorously defend against the action
and believes that based on conditions contained in the letters of intent and
other defenses it will prevail. The Company and its counsel believe that is
unlikely that these claims will have a material adverse effect on the Company's
financial position or results of operations.
-8-
<PAGE> 9
HARSCO CORPORATION AND SUBSIDIARY COMPANIES
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (Cont'd.)
On August 29, 1994, the Company filed a legal action in the United States
District Court for the Southern District of New York against certain former
shareholders of MultiServ International, N.V. seeking recovery of damages
arising from misrepresentations which the Company claims were made to it in
connection with its purchase of the MultiServ International, N.V. stock on
August 31, 1993. The Complaint seeks damages in an amount to be determined. On
April 4, 1995, the Court dismissed various elements of the Company's claims and
allowed the Company to amend its complaint with respect to other elements. At
the Company's request, the Court dismissed the remaining claims which then
allowed the Company to file an appeal in the United States Court of Appeals for
the Second Circuit. The Company has settled its claims with certain defendants,
and continued to pursue its appeal with respect to claims against the other
defendants. In August 1996, the Court of Appeals affirmed the lower court
decision dismissing the Company's complaint. The Company is considering various
options for further pursuit of its claim.
Environmental
The Company is involved in a number of environmental remediation investigations
and clean-ups and, along with other companies, has been identified as a
"potentially responsible party" for certain waste disposal sites. While each of
these matters is subject to various uncertainties, it is probable that the
Company will agree to make payments toward funding certain of these activities
and it is possible that some of these matters will be decided unfavorably to the
Company. The Company has evaluated its potential liability, and its financial
exposure is dependent upon such factors as the continuing evolution of
environmental laws and regulatory requirements, the availability and application
of technology, the allocation of cost among potentially responsible parties, the
years of remedial activity required and the remediation methods selected. The
Consolidated Balance Sheets at September 30, 1996 and December 31, 1995, include
an accrual of $4.7 million and $5.3 million respectively for environmental
matters. The amounts charged to earnings on a pre-tax basis related to
environmental matters totaled $243,000 and $164,000 for the nine months of 1996
and 1995, respectively.
The liability for future remediation costs is evaluated on a quarterly basis.
Actual costs to be incurred at identified sites in future periods may vary from
the estimates, given inherent uncertainties in evaluating environmental
exposures. Subject to the imprecision in estimating future environmental costs,
the Company does not expect that any sum it may have to pay in connection with
environmental matters in excess of the amounts recorded or disclosed above would
have a material adverse effect on its financial position or results of
operations.
Other
The Company is subject to various other claims, legal proceedings and
investigations covering a wide range of matters that arose in the ordinary
course of business. In the opinion of management, all such matters are
adequately covered by insurance or by accruals, and if not so covered, are
without merit or are of such kind, or involve such amounts, as would not have a
material adverse effect on the financial position or results of operations of
the Company.
-9-
<PAGE> 10
HARSCO CORPORATION AND SUBSIDIARY COMPANIES
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (Cont'd.)
Opinion of Management:
Financial information furnished herein, which is unaudited, reflects in the
opinion of management all adjustments (all of which are of a recurring nature)
that are necessary to present a fair statement of the interim period.
-10-
<PAGE> 11
HARSCO CORPORATION AND SUBSIDIARY COMPANIES
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FINANCIAL CONDITION
Net cash provided by operating activities was $124.8 million in the nine months
of 1996 compared to $198.8 million in 1995. 1995 included the receipt of $20.4
million from a claim settlement with the U.S. Government and the $49 million
Federal Excise Tax reimbursement on the completed five-ton truck contract.
During the nine months of 1996, distributions of $27.4 million were received
from unconsolidated entities, compared with $27.2 million during the same period
last year.
Capital expenditures for the nine months of 1996 were a record $105.5 million,
compared with $85.8 million in 1995, reflecting the Company's program to achieve
business growth and to improve productivity and quality. Cash used by investing
activities included $19 million for the acquisition of substantially all of the
assets and the assumption of certain liabilities of the Coyne Cylinder Business
(Coyne) and $2 million for the acquisition of certain assets of a railway
maintenance of way company. Total consideration for Coyne was $22.3 million with
the assumption of certain liabilities. Proceeds from the sale of property, plant
and equipment in the nine months of 1996 provided $2.5 million in cash compared
to $6.3 million in 1995.
Cash used for financing activities included $28.5 million of cash dividends paid
on common stock and $30 million in stock acquired for treasury. These uses were
partially offset by a $13 million increase in short term debt and an increase of
$10.2 million in long term debt. Cash and cash equivalents decreased $21.5
million to $55.2 million at September 30, 1996.
The Company has maintained a policy of reacquiring its common stock in
unsolicited open market or privately-negotiated transactions at prevailing
market prices for several years. In January 1996, the Board of Directors
authorized the purchase, over a one-year period, of up to 1,000,000 shares of
the Company's common stock. The total number of shares purchased under this
program for the nine months ended September 30, 1996 was 436,600 shares of
common stock at an average cost of $63.06 per share. Financing activities
included $27.5 million in cash used to repurchase these shares, plus
approximately $2.5 million which was payable at year end for shares purchased in
1995 and settled in 1996.
Other matters which could affect cash flows in the future are discussed under
Part I, Item 1 Notes to Consolidated Financial Statements "Commitments and
Contingencies."
-11-
<PAGE> 12
HARSCO CORPORATION AND SUBSIDIARY COMPANIES
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Cont'd.)
Harsco continues to maintain a good financial position, with net working capital
of $257.5 million, up from the $145.3 million at December 31, 1995. The
improvement is primarily due to the repayment of the $89,500,000 of 8.75%
10-year notes that matured in May 1996 which was financed through the issuance
of commercial paper. Such borrowings are classified as long term debt due to the
Company's intent and ability to refinance it on a long term basis through
existing long term credit facilities. Current assets amounted to $535.3 million,
and current liabilities were $277.8 million, resulting in a current ratio of 1.9
to 1, up from 1.4 at December 31, 1995. With total debt at $309.5 million and
equity at $659.9 million at September 30, 1996, total debt as a percent of total
capital was 31.9%, up slightly from 31.6% at December 31, 1995.
The stock price range during the nine months was $69 7/8 - 58. Harsco's book
value per share at September 30, 1996, was $26.63, compared with $24.99 at
year-end 1995. The Company's annualized return on average equity for the nine
months of 1996 was 18.0%, compared with 15.9% for the year 1995. The annualized
return on average assets for the nine months of 1996 was 16.5%, compared with
the 14.6% for the year 1995. The annualized return on capital for the nine
months of 1996 was 13.9%, compared with 12.2% for year 1995.
The Company in July 1996 renegotiated and increased to $400 million from $300
million its October 1993 credit facility with a syndicate of 18 banks led by
Chase Manhattan Bank. The five-year facility, as amended, extends maturity to
July 2001, provides for greater financial flexibility and reflects current
favorable syndicated credit pricing. This renegotiated credit facility will
serve as backup to Harsco's $300 million commercial paper program, which was
increased from $150 million. In addition, the Company in September 1996
initiated a Belgian commercial paper program. The 3 billion Belgian Franc
program is equivalent to approximately US $100 million. The Belgian program will
be used to borrow a variety of Euro-currencies in order to fund the Company's
European operations more efficiently and in appropriate currencies. The Company
limits the aggregate commercial paper and credit facility borrowings at any one
time to a maximum of $400 million. The credit facility has been increased to
provide financing for general corporate needs and future growth opportunities.
Harsco's outstanding long-term notes are rated A by Standard & Poor's, A by
Fitch Investors Service and A-3 by Moody's. Harsco's commercial paper is rated
A-1 by Standard & Poor's, F-1 by Fitch Investors Service and P-2 by Moody's. The
Company also has on file, with the Securities and Exchange Commission, a Form
S-3 shelf registration for the possible issuance of up to an additional $200
million of new debt securities, preferred stock or common stock.
As indicated by the above, the Company's financial position and debt capacity
should enable it to meet its current and future requirements. As additional
resources are needed, the Company should be able to obtain funds readily and at
competitive costs.
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<PAGE> 13
HARSCO CORPORATION AND SUBSIDIARY COMPANIES
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Cont'd.)
RESULTS OF OPERATIONS
THIRD QUARTER OF 1996 COMPARED
WITH THIRD QUARTER OF 1995
Third quarter revenues of $405.0 million were 5% higher than last year's
comparable period. The increase was due principally to higher sales for gas
control and containment equipment, which included an acquisition made in April
1996. Other product classes with increases included railway maintenance
equipment, pipe fittings, roofing granules and slag abrasives and scaffolding,
shoring and forming equipment. Metal Reclamation and Mill Services, which
includes the consolidation of a subsidiary in South Africa that had previously
been reflected as an equity investment, incurred a decrease in revenues due to
divestitures. Sales also decreased, but to a lesser extent, due to the
strengthening of the U.S. dollar against certain European currencies. The
Company acquired a majority ownership of the South African subsidiary in the
fourth quarter of 1995. The South African revenues were more than offset by the
divesting of certain non-core European businesses of the Metal Reclamation and
Mill Services Group in the fourth quarter of 1995 and April 1996. Revenues were
also affected by decreased earnings from the Company's equity investment in
United Defense L.P.
Selling, general and administrative expenses increased due to higher
compensation costs and the inclusion of the acquisition made in April 1996.
Income before taxes and minority interest increased 55% principally due to the
decrease in facilities discontinuance and reorganization costs. For the
comparative period in 1995, the Company incurred a non-cash charge of $13.5
million relating to the settlement of the Federal Excise Tax reimbursement on
the completed five-ton truck contract (in which the Company accepted $49 million
for the related $62.5 million receivable), and a $2.1 million provision for
asset impairment relating to the remaining fixed assets of the school bus
operation. Higher earnings were recorded by gas control and containment, roofing
granules and slag abrasives, and process equipment. Interest expense decreased
as a result of the reduction of the Company's average outstanding debt and
average interest rate.
Net income of $29.1 million, a record third quarter, was up 58% from the
comparable period in 1995. The third quarter of 1995 included the after tax
charge of $8.2 million ($.32 per share) related to the settlement of the Federal
Excise Tax reimbursement on the completed five-ton truck contract. The effective
income tax rate for the third quarter decreased from 39% in 1995 to 35.9% in
1996. The revised lower tax rate of 38% for the nine months of 1996, which was
applied in the third quarter, is principally due to a reduction in losses
sustained in certain international operations for which there is no tax benefit.
Sales of the Metal Reclamation and Mill Services Group, were 2% below 1995's
third quarter, as divestitures in the fourth quarter of 1995 and April 1996
amounting to $11.2 million more than offset the $8.0 million of sales from
consolidating a subsidiary in South Africa, previously reflected as an equity
investment. Sales for the Infrastructure and Construction Group, at $107.6
million were up 7% from last year's similar period. Higher sales were recorded
for railway maintenance equipment, roofing granules and slag abrasives, and
scaffolding, shoring and forming equipment. Sales for the Process Industry
Products Group, at $138.1 million were up 14.7% principally due to an
acquisition made in April of 1996 and higher demand for pipe fittings.
-13-
<PAGE> 14
HARSCO CORPORATION AND SUBSIDIARY COMPANIES
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Cont'd.)
RESULTS OF OPERATIONS THIRD QUARTER OF 1996 COMPARED WITH THIRD QUARTER OF 1995
(Cont'd.)
Operating profit for the Metal Reclamation and Mill Services Group was $19.9
million compared to $22.9 in 1995. This decrease reflects the divestiture of
certain non-core European businesses in the fourth quarter of 1995 and April
1996 which would normally be at their peak in the third quarter, lower activity
particularly in France and Belgium, and foreign currency translation exchange
losses, as compared to gains in 1995.
The Infrastructure and Construction Group operating profit of $11.7 million was
5% lower than in the third quarter of 1995, excluding the impact of expense
items relating to facilities discontinuance and reorganization costs. Profit
margins were affected by higher research and development expenses, and costs
associated with bringing new products and services to the market place. After
including the impact of facilities discontinuance and reorganization costs
(which included the $13.5 million pre-tax charge for the Federal Excise Tax
settlement and the $2.1 million pre-tax charge for the school bus operation)
incurred in 1995, the Group comparison would be a $11.7 million operating profit
in 1996 to a $3.2 million loss in 1995. Operating profit for the Process
Industry Products Group, at $14.2 million, was up significantly from the $10.9
million in 1995. The gas control and containment product line was the major
contributor to the operating profit improvement.
In addition to the Group reporting noted above, the Company views itself as a
diversified industrial services and manufacturing company. Total industrial
services sales, which include Metal Reclamation and Mill Services Group and
Infrastructure and Construction Group service businesses, principally
scaffolding services and railway maintenance of way services, were $190.0
million in the third quarter of 1996 and $189.5 million in 1995, or
approximately 48% and 51% of net sales, respectively. The total manufacturing
sales for 1996 were $205.8 million or approximately 52% of net sales, which
includes sales from the Infrastructure and Construction Group and the Process
Industry Products Group. The total manufacturing sales for the third quarter of
1995 were $184.6 million or approximately 49% of net sales.
The operating profit including the effect of expense items relating to
facilities discontinuance and reorganization costs for industrial services for
1996 was $23.2 million compared with $26.8 million in 1995, or approximately 51%
and 91%, respectively, of total Group operating profit. The operating profit of
manufacturing including the effect of expense items relating to facilities
discontinuance and reorganization costs for 1996 was $22.5 million compared to
$2.6 million in 1995, which is approximately 49% and 9%, respectively, of total
Group operating profit.
The operating profit for industrial services, excluding the effect of expense
items relating to facilities discontinuance and reorganization costs, for 1996
was $25.0 million compared with $29.7 million in 1995, or approximately 55% and
64%, respectively, of total Group operating profit. The operating profit from
manufacturing, excluding the effect of expense items relating to facilities
discontinuance and reorganization costs, for 1996 was $20.8 million compared
with $16.4 million in 1995, which is approximately 45% and 36%, respectively, of
total Group operating profit.
-14-
<PAGE> 15
HARSCO CORPORATION AND SUBSIDIARY COMPANIES
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Cont'd.)
RESULTS OF OPERATIONS
FIRST NINE MONTHS OF 1996 COMPARED
WITH FIRST NINE MONTHS OF 1995
Revenues for the first nine months of $1.19 billion were 4% above last year's
comparable period. The increase was due principally to higher sales for
scaffolding, shoring and forming equipment, gas control and containment
equipment, as well as metal reclamation and mill services, which included the
consolidation of a subsidiary in South Africa that had previously been reflected
as an equity investment. The Company acquired a majority ownership of the
subsidiary in the fourth quarter of 1995. Fully offsetting the South Africa
consolidation was the divesting of certain non-core European businesses in the
Metal Reclamation and Mill Services Group, during the fourth quarter of 1995 and
April 1996. In addition, higher sales were recorded for process equipment,
railway maintenance of way equipment and services, and to a lesser extent,
roofing granules and slag abrasives, pipe fittings and grating. Increased sales
were also due in part to an acquisition made in 1996. Higher revenues included
better than expected income from the Company's equity investment in United
Defense, L.P. These increases were partially offset by the effect of ceasing
school bus operations in June 1995. Sales also decreased, but to a lesser
extent, due to the strengthening of the U.S. dollar against certain European
currencies.
Cost of sales increased primarily due to higher volume, but at a rate less than
the increase in sales. Selling, general and administrative expenses increased,
principally as a result of higher compensation costs and professional fees
associated with certain previously disclosed legal matters.
Income before income taxes and minority interest was up 31% from the comparable
period last year. Higher earnings in the nine months of 1996 were due
principally to higher operating results for pipe fittings, metal reclamation and
mill services, process equipment and roofing granules and abrasives. Also
contributing to the improvement in earnings, was the Company's share of income
in its equity investment in United Defense, L. P. The Partnership's earnings
include substantial dividend income from its investments in two international
operations, which was more than twice the amount of dividend income that was
received during the same period in 1995. Lower earnings were recorded for gas
control and containment equipment, grating and scaffolding, shoring and forming
equipment in 1996. On a comparative basis, unfavorably affecting 1995's nine
months results were losses arising from ceasing the school bus business, as well
as a $13.5 million non-cash pre-tax charge ($0.32 after tax earnings per share)
arising from the settlement of a Federal Excise Tax claim with the U.S.
Government. Income benefited in 1995 from the effect of a pre-tax $6.5 million
net foreign currency translation exchange gain arising from the decline in the
U.S. dollar against certain European currencies, which more than offset a
pre-tax $3.5 million foreign currency translation exchange loss due to the
devaluation of the Mexican peso. Interest expense decreased as a result of the
continued reduction of the Company's outstanding debt and average interest rate.
The effective income tax rate for 1996 at 38% was lower than the 1995 rate at
39%.
-15-
<PAGE> 16
HARSCO CORPORATION AND SUBSIDIARY COMPANIES
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Cont'd.)
RESULTS OF OPERATIONS FIRST NINE MONTHS OF 1996 COMPARED WITH FIRST NINE MONTHS
OF 1995 (Cont'd.)
Net income of $89.5 million, was up 31% from the comparable period in 1995. This
net income was the highest first nine months performance in the history of the
Company.
Sales of the Metal Reclamation and Mill Services Group, at $452.3 million, were
slightly above 1995's nine months. The rate of increase was unfavorably affected
by the strengthening of the U.S. dollar against certain European currencies.
Sales for the Infrastructure and Construction Group, at $307.2 million, were
also slightly above last year's similar period, which included $15.7 million for
the school bus business that ceased operation in June 1995. Higher sales were
recorded for all other product classes, particularly scaffolding in 1996. Sales
for the Process Industry Products Group, at $390.7 million, were higher than the
prior year's comparable period and were led by gas control and containment
equipment and process equipment. The increased Process Industry Products Group's
sales in 1996 included the effect of an acquisition made in April 1996.
Operating profit, excluding the effect of expense items relating to facilities
discontinuance and reorganization costs for the Metal Reclamation and Mill
Services Group, was ahead of 1995's nine months, which included $3.5 million of
foreign currency translation exchange losses due to the devaluation of the
Mexican peso. The increase also includes higher income in 1996 due to the
consolidation of a subsidiary in South Africa. After including the effect of
facilities discontinuance and reorganization costs, operating profit of $62.7
million for the Group was up 9% from the first nine months of 1995. The
Infrastructure and Construction Group posted an operating profit of $33.7
million, excluding the effect of expense items relating to facilities
discontinuance and reorganization costs. This was significantly more than 1995's
first nine months, which included losses arising from the school bus operation.
Additionally, improved results for roofing granules and slag abrasives, as well
as railroad equipment contributed to the higher operating profit of the Group.
After including the effect of facilities discontinuance and reorganization
costs, operating profit of $33.5 million was more than three times the amount
recorded in the first nine months of 1995, which included $16.8 million of
pre-tax facilities discontinuance and reorganization cost charges due
principally to a $13.5 million non-cash pre-tax charge arising from the
settlement of a Federal Excise Tax claim with the U.S. Government. Operating
profit for the Process Industry Products Group, at $37.2 million, was up 16%
from the prior year's nine months, and reflected higher earning for pipe
fittings and process equipment, which more than offset lower earnings for gas
control and containment equipment, principally due to a five month strike at one
plant that was settled in August 1996.
-16-
<PAGE> 17
HARSCO CORPORATION AND SUBSIDIARY COMPANIES
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Cont'd.)
RESULTS OF OPERATIONS
FIRST NINE MONTHS OF 1996 COMPARED
WITH FIRST NINE MONTHS OF 1995 (Cont'd.)
In addition to the Group reporting noted above, the Company views itself as a
diversified industrial services and manufacturing company. Total industrial
service sales, which include Metal Reclamation and Mill Services Group and
Infrastructure and Construction Group service businesses, principally
scaffolding services and railway maintenance of way services, were $567.7
million in 1996 and $547.3 million in 1995, or approximately 49% of net sales in
each of the periods. The total manufacturing sales for 1996 were $582.5 million
or approximately 51% of net sales, which includes sales from the Infrastructure
and Construction Group and the Process Industry Products Group. The total
manufacturing sales for 1995 were $561.0 million, also approximately 51% of net
sales.
The operating profit excluding the effect of expense items relating to
facilities discontinuance and reorganization costs for industrial services for
1996 was $74.6 million compared with $71.3 million in 1995, or approximately 56%
and 61%, respectively, of total Group operating profit. The operating profit
excluding the effect of expense items relating to facilities discontinuance and
reorganization costs from manufacturing for 1996 was $59.2 million compared with
$46.4 million in 1995, which is approximately 44% and 39%, respectively, of
total Group operating profit.
The operating profit including the effect of expense items relating to
facilities discontinuance and reorganization costs for industrial services for
1996 was $74.2 million compared with $68.7 million in 1995, or approximately 56%
and 69%, respectively, of total Group operating profit. The operating profit
including the effect of expense items relating to facilities discontinuance and
reorganization costs from manufacturing for 1996 was $58.9 million compared with
$30.6 million in 1995, which is approximately 44% and 31%, respectively, of
total Group operating profit.
-17-
<PAGE> 18
HARSCO CORPORATION AND SUBSIDIARY COMPANIES
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Information on legal proceedings is included under Part I, Item 1., the section
labeled "Commitments and Contingencies."
ITEM 5. OTHER INFORMATION
DIVIDEND ACTION:
On September 24, 1996, Harsco Corporation announced that the Board of
Directors declared a quarterly cash dividend of 38 cents per share,
payable November 15, to shareholders of record on October 15, 1996.
ITEM 6(a.) EXHIBITS
The following exhibits are attached:
a.) Exhibit No. 10 Material Contracts - Commercial Paper Agreement with
Banque Bruxelles Lambert S.A./Bank Brussel Lambert N.V. dated September
25, 1996.
b.) Exhibit No. 11 Computation of Net Income Per Common Share.
c.) Exhibit No. 12 Computation of Ratios of Earnings to Fixed Charges.
d.) Exhibit No. 27 Financial Data Schedule.
ITEM 6(b.) Reports on Form 8-K
a.) There were no reports filed on Form 8-K during the third quarter ending
September 30, 1996.
-18-
<PAGE> 19
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 thereunto duly authorized.
HARSCO CORPORATION
------------------------
(Registrant)
DATE November 5, 1996 /S/ Leonard A. Campanaro
- -------------------------- -----------------------------
Leonard A. Campanaro
Senior Vice President and
Chief Financial Officer
DATE November 5, 1996 /S/ Salvatore D. Fazzolari
- -------------------------- -----------------------------
Salvatore D. Fazzolari
Vice President and Controller
-19-
<PAGE> 20
EXHIBIT INDEX
Exhibit No. 10 Material Contracts - Commercial Paper Agreement with
Banque Bruxelles Lambert S.A./Bank Brussel Lambert N.V.
dated September 25, 1996.
Exhibit No. 11 Computation of Net Income Per Common Share.
Exhibit No. 12 Computation of Ratios of Earnings to Fixed Charges.
Exhibit No. 27 Financial Data Schedule.
<PAGE> 1
HARSCO EUROPA BV
as Issuer
and
HARSCO CORPORATION
as Guarantor
and
BANQUE BRUXELLES LAMBERT S.A./BANK BRUSSEL LAMBERT N.V.
as Agent
=====================
DOMICILIARY AGENCY AGREEMENT
September 25, 1996
=====================
PROGRAMME OF BEF 3,000,000,000
BILLETS DE TRESORERIE/THESAURIEBEWIJZEN
unconditionally and irrevocably guaranteed by
HARSCO CORPORATION
<PAGE> 2
DOMICILIARY AGENCY AGREEMENT
Dated as of September 25, 1996
BETWEEN
HARSCO EUROPA BV (the "Issuer") , having its registered office at
Wenckebachstraat 1, 1951 JZ Velsen, The Netherlands
and
HARSCO CORPORATION (the "Guarantor"), having its registered office at 350 Poplar
Church Road, Camp Hill, PA 17001, U.S.A.
on the one hand,
AND
BANQUE BRUXELLES LAMBERT S.A./BANK BRUSSEL LAMBERT N.V. ("BBL" or the "Agent"),
having its registered office at Avenue Marnix 24, B - 1000 Brussels
on the other hand,
WHEREAS,
the Issuer, pursuant to a decision of its Board of Directors dated July 15,
1996, has established a programme for the issue of Billets de Tresorerie
dematerialises/gedematerialiseerde Thesaurie-bewijzen denominated in Belgian
francs ("BEF"), in any other O.E.C.D. currency or in ECU subject to the terms
and conditions of the BTB's, substantially in the form of the Standard Terms and
according to the Law of July 22, 1991, as amended and the Royal Decree of
October 14, 1991, as amended;
WHEREAS,
Banque Nationale de Belgique S.A./Nationale Bank van Belgie N.V., the Issuer and
the Agent will execute an agreement in relation to the clearing of the BTB's to
be issued by the Issuer, substantially in the form annexed hereto;
WHEREAS,
the BTB's will be unconditionally and irrevocably guaranteed by Harsco
Corporation as to all payments due under the BTB's, pursuant to a decision of
its Board of Directors dated June 25, 1996;
- 1 -
<PAGE> 3
IT HAS BEEN AGREED AS FOLLOWS :
1. DEFINITIONS
For the purpose of this Agreement, the following terms shall have the
following meanings :
AGENT : the domiciliary agent, BBL.
AGREEMENTS : this Domiciliary Agency Agreement, the Clearing Agreement,
the Dealer Agreement and the Standard Terms of the BTB's.
BTB'S : Billets de Tresorerie dematerialises/gedematerialiseerde
Thesauriebewijzen issued under the Programme, with terms and conditions
substantially set out in the Standard Terms and in accordance with the
Law and the Royal Decree.
BUSINESS DAY : any day on which banks, clearing systems and foreign
exchange markets are open for business in Brussels where BEF is
concerned; where ECU is concerned, a day on which settlement of ECU
transactions can be effected on the ECU interbank market and in Brussels;
where other currencies are concerned, in Brussels and in the principal
financial centre of the country of the currency in which the BTB's are
denominated.
CLEARING AGREEMENT : the agreement between the Issuer, the Domiciliary
Agent and BNB/NBB relating to the clearing of the BTB's dated September
25, 1996 (the free English translation of which is annexed to this
Agreement).
DEALER : BBL.
DEALER AGREEMENT : the agreement between BBL as Dealer, the Issuer and
the Guarantor relating to the issue of its BTB's, dated September 25,
1996.
DOMICILIARY AGENCY AGREEMENT : the present domiciliary agency agreement.
DOMICILIARY AGENT : BBL.
GUARANTEE : the unconditional and irrevocable guarantee relating to all
payments due under the BTB's, issued by the Guarantor and set out in the
Prospectus.
GUARANTOR : Harsco Corporation
ISSUER : Harsco Europa BV
LAW : Belgian law of July 22, 1991 relating to billets de tresorerie et
certificats de depot/ thesauriebewijzen en depositobewijzen, as amended.
PROGRAMME : the programme of BEF 3,000,000,000 BTB's set up by the
Issuer.
PROSPECTUS : the prospectus of the programme, as approved by the
Commission bancaire et financiere/Commissie voor het Bank-en
Financiewezen.
ROYAL DECREE : Belgian royal decree of October 14, 1991 relating to
billets de tresorerie et certificats de depot/thesauriebewijzen en
depositobewijzen, as amended.
SETTLEMENT DATE : date on which an issue of or a transaction on BTB's is
settled in the clearing system of BNB/NBB.
STANDARD TERMS : the terms and conditions to which each BTB issued under
the Programme will be subject, as set forth in the Prospectus.
- 2 -
<PAGE> 4
2. AGENCY
The Issuer and the Guarantor hereby appoint BBL as domiciliary agent with
respect to the BTB's issued under the Programme in accordance with the
Clearing Agreement. The undertakings on the part of the Issuer pursuant
to the Clearing Agreement are executed directly by the Agent, acting in
its capacity as agent, it being understood that, in performing such
functions, the Agent acts solely as agent of the Issuer and of the
Guarantor and it does not assume any obligation, relationship of agency,
trust or other responsibility towards the holders of the BTB's.
All amounts held by the Agent relating to the BTB's shall be held for the
benefit of the Issuer.
The Agent shall act in accordance with good banking practices.
The Agent shall incur no liability for or in respect of any action taken,
omitted to be taken or anything suffered by it relying upon any transfer,
notice, consent, certificate, affidavit, statement or other paper or
document, reasonably and according to good banking practices believed by
it to be genuine and to have been signed by the authorised parties.
3. MAXIMUM AMOUNT
The aggregate principal amount of the BTB's issued at any time and
outstanding under the Programme will not exceed BEF 3,000,000,000.
The Issuer undertakes to respect the maximum amount at all times and
shall, for that purpose, keep a record of all outstanding BTB's. Should
the maximum amount be exceeded, one or more BTB's shall be cancelled in
order to reduce the outstanding amount to less than BEF 3,000,000,000.
4. ISSUE PROCEDURE
Upon receipt of the Issuer's confirmation form, the Agent shall take the
necessary measures for the creation of the BTB's and for the payment of
the proceeds thereof to the Issuer.
Upon payment of the proceeds of the BTB's, in accordance with the
procedure as set out in the Clearing Agreement, the account of the Issuer
shall be credited by the Agent in this quality in due time, i.e. in
same-day funds value the Settlement Date, according to the instructions
given by the Issuer.
5. PROCEDURE FOR REDEMPTION AND PAYMENT OF INTERESTS
The Issuer or, failing the Issuer, the Guarantor hereby agrees that any
amount for redemption and/or payment of interests on the BTB's in BEF and
in ECU, will be automatically debited by the Agent from the Issuer's
account held with the Agent or, failing the Issuer, the Guarantor will
transfer the amount on the due date on the Issuer's account.
Accordingly, the Issuer or, failing the Issuer, the Guarantor shall
credit its account with the Agent, in due time, i.e. in same-day funds
value the maturity date and/or the interest payment date of any BTB's
with the amount due.
Not later than noon (Brussels time) one Business Day prior to each
maturity date or interest payment date with respect to any BTB's in BEF
and in ECU, the Issuer or, as the case may be, the Guarantor shall
evidence the transfer of all such funds to the Agent. The Agent shall
notify the Issuer or, as the case may be, the Guarantor not later than
2.00 p.m. the same day, if it has not received such evidence.
- 3 -
<PAGE> 5
For BTB's issued in any other O.E.C.D. currency than BEF and ECU, the
above mentioned procedure will apply in relation to currencies for which
the Issuer and/or the Guarantor has an account with BBL.
For BTB's issued in any other O.E.C.D. currency than BEF and ECU, the
Issuer or, failing the Issuer, the Guarantor shall transfer to the Agent
for value not later than each due date the necessary funds in the
relevant currency for the redemption of and/or the payment of interest on
the BTB's on that due date. Not later than two Business Days prior to
each due date with respect to the BTB's, the Issuer or the Guarantor, as
the case may be, shall confirm, or cause to be confirmed by its
correspondent bank, to the Agent that it has given irrevocable
instructions for the transfer of all such funds and the name and account
of the bank through which such transfer is being made. The Agent shall
promptly notify the Issuer or the Guarantor, as the case may be, if it
has not received such confirmation by 2.00 p.m. two Business Days prior
to any due date.
Should the latter be the case, the Agent will actively search, with
persons designated by the Issuer or, as the case may be, the Guarantor,
for any possible corrective measures. If no such corrective measures can
be implemented before 4.00 p.m. one Business Day before the due date, the
Agent shall be authorised to stop all settlements in the clearing system
of BNB/NBB.
6. OBLIGATIONS REGARDING THE PROSPECTUS
The Issuer shall (i) prepare any document which, according to the Law and
to the Royal Decree, forms an integral part of the Prospectus and (ii)
after having received the prior approval of the Commission bancaire et
financiere/Commissie voor het Bank- en Financiewezen, make the
Prospectus available to the Agent.
The Agent shall (i) make the Prospectus or these documents available,
without delay, to BNB/NBB and (ii) make the Prospectus available without
delay to whomsoever may require.
7. NO IMPLIED OBLIGATIONS
The Agent shall not be under any obligation to take any action hereunder
which may tend to involve it in any expense or liability, the payment of
which is not assured to it within a reasonable time.
The Agent shall not be responsible for the use of the proceeds of the
BTB's by the Issuer and/or the Guarantor.
The Agent shall not be liable for any action taken, suffered or omitted
to be taken, provided that the Agent has acted in good faith, in
accordance with this Agreement and according to good banking practices.
8. PURCHASE
In case of purchase by the Issuer on the secondary market of any issued
BTB's, it shall promptly inform the Agent, which shall in turn inform
BNB/NBB. Purchased BTB's shall immediately be cancelled by BNB/NBB.
The Agent may purchase, or acquire any interest in, the BTB's, with the
same rights that it would have if it were not the Agent hereunder, and
may engage or be interested in any financial or other transaction with
the Issuer, the Guarantor and the Dealer.
- 4 -
<PAGE> 6
9. FEES AND EXPENSES
(a) The Agent will be entitled to the following fees :
(1) an agency fee of BEF 15,000 payable annually in arrears and for
the first time one year after the date of this Domiciliary
Agreement. This fee shall be automatically debited from the
Issuer's account held with the Agent. The Agent will notify
the Issuer at least 5 days preceding such debit.
(2) a transaction fee of 0.065/ooper annum, with a minimum of BEF
1,000. The transaction fee is calculated per issue of BTB's pro
rata temporis of the time the BTB is outstanding, with the
above minimum per Issuer's drawdown, and includes :
(i) code ISIN (BEF 325, VAT excluded);
(ii) notification to BNB/NBB (BEF 100, VAT excluded);
(iii) cost for the clearing of the BNB/NBB (0.03 /oo for BTB's
issued in BEF or in ECU and 0.02 /oo for BTB's issued in
other currencies, as specified in article 6 of the
Clearing Agreement).
(3) for each interests payment, a fee of BEF 500;
The fees under (2) and (3) will be automatically debited from the
Issuer's account on the first Business Day of the month following
the redemption of the BTB or the interest payment, respectively.
For BTB's issued in any other currency than BEF, the equivalent of
the above fees will be calculated as set out in the Clearing
Agreement.
(b) BBL, in its capacity as arranger of the Programme, shall be entitled
to an arrangement fee as agreed in a separate letter.
(c) The Issuer and/or the Guarantor will bear any other costs or fees
charged by any relevant clearing organisation (excluding BNB/NBB) in
relation with any issue of BTB's, denominated in currencies other
than BEF.
(d) The Issuer and the Guarantor will bear the costs of the notices
given in accordance with "Notices" in the Standard Terms.
10. CONDITIONS PRECEDENT
Before the Issuer makes its first request to issue the BTB's, the Agent
should have received the following documents :
(a) a copy (certified by an authorised officer of the Issuer) of the
Board Resolution of the Issuer approving the issue of the BTB's and
authorising its appropriate officers to execute the Prospectus and
the other agreements relating thereto together with specimen
signatures of such officers;
(b) an original copy of the Guarantee duly executed on behalf of the
Guarantor;
(c) a copy (certified by an authorised officer of the Guarantor) of the
Board Resolution of the Guarantor approving the issue of the
Guarantee to the Programme and authorising its appropriate officers
to execute the Guarantee and this Agreement, together with specimen
signatures of such officers;
(d) an authorised signatory list of persons entitled to act on behalf of
the Issuer and the Guarantor;
- 5 -
<PAGE> 7
(e) the approval of the Prospectus by the Commission bancaire et
financiere/Commissie voor het Bank- en Financiewezen;
(f) a copy of the Prospectus and any other agreement relating to the
Programme duly executed by the parties thereto.
11. TERMINATION
This Agreement may be terminated by the Issuer or the Agent upon notice
of at least 30 Business Days. Upon termination of this Agreement, the
Issuer shall appoint another financial institution as successor
domiciliary agent, pursuant to article 1.2. of the Clearing Agreement. In
such case, this Agreement shall remain in full force and effect with
respect to the then outstanding BTB's. Any change of domiciliary agent
shall be notified to BTB holders upon at least 15 days' notice.
12. APPLICABLE LAW
This Agreement shall be governed by and construed in accordance with the
laws of the Kingdom of Belgium and any dispute in relation therewith will
be subject to the jurisdiction of the courts of Brussels, Belgium, to
which the Issuer and the Guarantor irrevocably submit.
13. NOTICES
Notices relating to this Agreement will start with the following
reference "Billets de Tresorerie/Thesauriebewijzen" and should be
addressed to :
- for the Issuer
Harsco Europa BV
Wenckebachstraat 1
1951 JZ Velsen (Netherlands)
Attention : Ralph Mandemaker
- for the Guarantor
Harsco Corporation
350 Poplar Church Road
Camp Hill
PA 17001 (U.S.A.)
Attention : Barry Sullivan
- for the Agent
Banque Bruxelles Lambert S.A./Bank Brussel Lambert N.V.
Avenue Marnix 24
B - 1000 Brussels (Belgium)
Attention : Mr Michel Cassiman - Arbitrage
Each notice or instruction hereunder shall be made in writing, by mail,
or by facsimile (thereafter confirmed by mail).
- 6 -
<PAGE> 8
If the Agent shall receive any notice or demand addressed to the Issuer
or the Guarantor by the holder of any BTB's, the Agent shall promptly
forward such notice or demand to the Issuer or the Guarantor. The Agent
will give notice to the holder of any BTB's to the extent required by the
Standard Terms, pursuant to written instructions of the Issuer or the
Guarantor.
- 7 -
<PAGE> 9
This present Agreement is executed in 3 original copies, of which each party
hereto acknowledges having received one.
For the Issuer
HARSCO EUROPA BV
By : /s/ Graham T. Goulding By : /s/ Barry M. Sullivan
For the Guarantor
HARSCO CORPORATION
By : /s/ Barry M. Sullivan By :
For the Agent
BANQUE BRUXELLES LAMBERT S.A./BANK BRUSSEL LAMBERT N.V.
By : /s/ By : /s/
- 8 -
<PAGE> 10
AGREEMENT FOR CLEARING SERVICES REGARDING DEMATERIALIZED
BILLETS DE TRESORERIE/THESAURIEBEWIJZEN
AND DEMATERIALIZED CERTIFICATES OF DEPOSIT
(free translation)
Between
Banque Nationale de Belgique S.A./Nationale Bank van Belgie N.V. whose
registered office is located at Boulevard de Berlaimont 5, B - 1000 Brussels,
represented for the purposes of this agreement by
hereinafter referred to as "the Bank",
and
Harsco Europa BV whose registered office is located at Wenckebachstraat 1, 1951
JZ Velsen, The Netherlands, represented for the purposes of this agreement by
hereinafter referred to as "the Issuer",
and
Banque Bruxelles Lambert S.A./Bank Brussel Lambert N.V. whose registered office
is located at Avenue Marnix 24, B - 1000 Brussels, represented for the purposes
of this agreement by
hereinafter referred to as "the domiciliary agent",
THE FOLLOWING HAS BEEN AGREED :
1. PURPOSE
(a) The Issuer grants to the Bank, who accepts, the clearing services
for the dematerialized depositary certificates or the dematerialized
commercial paper (Billets de Tresorerie/ Thesauriebewijzen)
denominated in Belgian francs or foreign currencies, with the
exception of securities denominated in ECU which it issues and which
are governed by the Law of July 22, 1991 (hereinafter referred to as
"the law"), as amended by the law of August 6, 1993 pertaining to
operations involving certain Securities.
(b) In the case of the issue of Billets de Tresorerie/Thesauriebewijzen,
the Issuer shall sign a domiciliary agency agreement with a direct
participant in the clearing system of the Bank (hereinafter referred
to as "the clearing"). The Domiciliary Agency Agreement shall not be
required when the Issuer is itself a direct participant in the
clearing.
The domiciliary agent shall expressly undertake to observe the
procedure laid down by this agreement.
The commitments on the part of the Issuer, established by this
agreement, shall be executed directly by the domiciliary agent in
its capacity as authorized agent of the Issuer.
- 1 -
<PAGE> 11
If another domiciliary agent is chosen, the Issuer must inform the
Bank in writing of such change. A side letter to this agreement
shall then be drawn up with the new domiciliary agent.
In any case, a change of domiciliary agent shall only become
effective for issues after the date of notification of the change
and for securities that are identified by ISIN codes different from
those allocated to securities issued prior to the change of
domiciliary agent.
For issues preceding the change of domiciliary agent, the initial
domiciliary agent remains entirely bound to his commitments under
the present agreement.
The initial domiciliary agent shall remain fully liable for all
commitments resulting from this agreement in the case of issues
prior to the change of domiciliary agent.
2. DOCUMENTS TO BE FORWARDED TO THE CLEARING
(a) At least two days before the beginning of an issuing Programme, or
in the case of the documents referred to under (4) below, as soon as
they are made public, the Issuer submits the following documents to
the clearing :
(1) the contractual conditions of the issue, and in the case of
Billets de Tresorerie/ Thesauriebewijzen, the prospectus
together with its additional information, up-dates and
annexes, any other documents required by the law and its royal
decrees, as well as, in general, any other document intended
to investors,
(2) in the case of Billets de Tresorerie/Thesauriebewijzen, the
banking and finance Commission's letter approving the issue of
the Billets de Tresorerie/Thesaurie-bewijzen,
(3) the specific features of each category of Securities, i.e. :
- the Programme under which the issue shall take place
(reference to the date of approval of the prospectus by the
banking and finance Commission);
- any other feature of the Securities,
(4) the annexes and up-dates of the prospectus, the reports and
charts of activities and the half-yearly results required of
Issuers of Billets de Tresorerie/ Thesaurie-bewijzen by
article 2 and by article 5 Section 2 of the law and by article
22 of the royal decree of October 14, 1991 pertaining to the
implementation of the law of July 22, 1991, or the last
half-yearly report published in accordance with the provisions
of the Royal Decree of September 18, 1990 concerning
obligations linked to the admission of Securities to listing
on a public stock exchange of the Kingdom.
(b) The submission of the documents mentioned in 2.1. is intended solely
to inform the Bank and its clearing of the issue conditions and the
rights attached to the Securities. It does not relieve the Issuer of
the duty of informing investors in accordance with the legal and
statutory requirements. The clearing shall inform its participants
of the entry into its system of each new category of Securities and
the rights attached to the Securities.
3. EXECUTION OF THE ISSUE
(a) The Issuer shall inform the clearing by 12.00 noon at the latest on
the settlement of subscription for Securities denominated in Belgian
Francs, and by 12.00 noon on the business day preceding the
settlement date for Securities denominated in foreign currencies,
with the exception of Securities denominated in ECU :
- 2 -
<PAGE> 12
- the ISIN code allocated to the Securities and the currency of
issue;
- the nominal amount of Securities actually subscribed which is to
be registered to the Securities account;
- the subscription price and the redemption price;
- the settlement date and the redemption date;
- the interest rate and, where appropriate, the yield of the
Securities in order to determine the income generated by the said
Securities in accordance with articles 8 and 9 of the royal
decree of May 26, 1994 relating to the levy and payment of the
withholding tax in accordance with chapter 1 of the law of August
6, 1993 pertaining to operations involving certain Securities;
- the terms of payment for the interest.
For Securities with floating rate interest the information referred
to in the last two items must be communicated not later than at
12.00 noon of the first business day of each interest period.
Upon receipt of the information referred to in paragraph 1, the
clearing shall inform, where appropriate, the Issuer or its
domiciliary agent that the issue scheduled leads to a surpassing of
the authorized amount for the Programme in the issue prospectus. To
this end, the exchange value in Belgian francs of the various issues
under the multicurrency Programmes shall be calculated on the basis
of the latest indicative exchange rates published by the Banque
Nationale de Belgique S.A./Nationale Bank van Belgie N.V. for the
foreign currencies concerned.
The Bank may in no way be held liable with regard to the Issuer, the
domiciliary agent or any other third party as a result of the
booking to the account of the securities mentioned in the
communication of the clearing referred to in paragraph 2, or as a
result of any errors of omissions made by the Issuer in connection
with the communications referred to in paragraph 1.
(b) On the settlement date, the clearing shall credit the Issuer's or
its domiciliary agent's Securities account in accordance with the
procedures established by the regulations of the clearing.
(c) At the latest on the settlement date, the Issuer or its domiciliary
agent shall distribute the amount of Securities purchased by all
subscribers among the latter in accordance with the customary
clearing regulations.
4. PAYMENT OF THE INTEREST UPON MATURITY AND THE REDEEMABLE CAPITAL ON
SECURITIES DENOMINATED IN BELGIAN FRANCS
(a) The interest on securities issued shall be payable by the clearing
to the participants according to the periodicity determined by the
Issuer on the basis of the date of interest and annual interest rate
communicated by the Issuer pursuant to article 3 (a).
(b) On the banking day prior to the maturity of the securities or the
interest payment date, after the closing of the cash clearing house,
the clearing shall automatically generate the notifications for the
redemption of the securities or the interest due.
(c) On the interest payment date, the cash account of the Issuer or
where appropriate, of its domiciliary agent, shall be debited with
the amount of the interest due.
The cash accounts of the participants shall be credited with
interest depending on the securities registered in the account with
them, subject to the retention of the withholding tax where
appropriate.
- 3 -
<PAGE> 13
(d) On the maturity date of the securities, the security accounts of
account holders who hold matured securities shall be debited with
the amount of the securities which have matured and which have been
registered to the account.
At the same time, the cash account of the Issuer or, as the case may
be, of its domiciliary agent, shall be debited with the amount of
the securities which have matured. The cash accounts of the
participants shall be credited with the amount of the securities
matured on the basis of the securities which have been registered to
the account with them after the withholding tax has been retained
where appropriate.
(e) The Issuer undertakes to provide sufficient funds, if necessary
through the intervention of its domiciliary agent, to repay in full
all amounts due in principal and in interest.
5. PAYMENT OF MATURED INTEREST AND REDEEMABLE CAPITAL ON DEMATERIALIZED
SECURITIES DENOMINATED IN FOREIGN CURRENCIES WITH THE EXCEPTION OF
SECURITIES DENOMINATED IN ECU
(a) The interest and principal due on dematerialized securities
denominated in foreign currencies, with the exception of securities
denominated in ECU shall be payable according to the terms and
conditions specified in article 4.1. and where appropriate after
retention of an amount corresponding to the withholding tax, by the
Issuer or its domiciliary agent to the participants who maintain
accounts in which these securities have been booked, on the basis of
the amounts registered at the end of the third banking day preceding
the interest payment date or the maturity date, as communicated to
them by the clearing.
On the maturity date, the cash account of the Issuer or of its
domiciliary agent shall be debited in Belgian francs in favour of
the clearing with the withholding tax amount owed to the Treasury
under Article 8 of the law of August 6, 1993 relating to operations
on certain securities and under the provisions of executive decrees
governing the conversion into Belgian francs of income generated by
securities denominated in foreign currencies.
(b) The notifications relating to the redemption of securities shall be
issued by the clearing in accordance with Article 4.2.
(c) Article 4.4 alinea 1 is applicable.
6. BANK FEES
For the clearing services for dematerialized securities, the Issuer shall
pay the Bank a fee of 0.03 per thousand per annum for the securities
denominated in Belgian francs and 0.02 per thousand per annum for the
securities denominated in foreign currencies, with the exception of
securities denominated in ECU, applied to each category of securities
with the same features (same ISIN code), pro rata temporis on the basis
of the amounts registered to the accounts.
This fee shall be charged :
(a) in Belgian francs, where appropriate on the basis of the indicative
exchange rate published by the Bank for the currency(ies) concerned
the last banking day of the month preceding the date of invoice;
(b) in the first days of the month which follows the maturity date or
the anniversary date of the subscription, where appropriate of the
first tranche, depending on whether the security has a maturity of
up to, or of over one year, or on the early redemption date;
- 4 -
<PAGE> 14
(c) by automatically debiting the cash account of the Issuer if it is a
participant in the clearing, or by automatically debiting the cash
account of its domiciliary agent.
7. DEFAULT OF THE ISSUER
(a) In case of default of the Issuer or of insufficient funds, any
redemption at maturity or payment of interest due shall be postponed
with full legal effect until a credit balance is provided for
sufficient to allow the settlement in full of all cash payments due
by the Issuer.
(b) If the Issuer is represented by a domiciliary agent, the latter must
be certain to notify the Bank of the Issuer's default or the lack of
funds before 12.00 noon on the capital redemption date or the
interest payment date.
After this time limit, the settlement of the redemption or interest
payment on the maturity date shall be deemed to have been accepted
by the domiciliary agent, whose account shall be debited
accordingly.
The notice which is to be addressed to the Bank by the domiciliary
agent shall be sent by registered mail with acknowledgement of
receipt. In the case of an emergency, notification may be sent by
Swift of fax, with confirmation to be sent within 24 hours by
registered mail with acknowledgement of receipt. The Swift format
shall be agreed in advance between the parties.
(c) If an event involving the Issuer as described in article 85 of the
clearing regulations occurs, all settlements, security redemptions
or payment of interest due shall be automatically postponed without
any formal notice.
8. APPLICABLE LAW - JURISDICTION
The present agreement is governed by Belgian law.
The clearing's regulations shall apply to all matters not expressly
covered by this agreement.
The courts of Brussels shall have exclusive jurisdiction over any
disputes concerning the interpretation or the execution of the present
agreement.
Drawn up in Brussels in three original copies.
- 5 -
<PAGE> 15
For the Issuer
For the Bank
For the domiciliary agent
- 6 -
<PAGE> 1
Part I
Exhibit 11
HARSCO CORPORATION
COMPUTATION OF NET INCOME PER COMMON SHARE
(dollars in thousands except per share)
<TABLE>
<CAPTION>
3 MONTHS ENDED SEPT. 30 9 MONTHS ENDED SEPT. 30
------------------------------ ------------------------------
1996 1995 1996 1995
------------ ------------- ----------- -------------
<S> <C> <C> <C> <C>
Net income $ 29,109 $ 18,400 $ 89,479 $ 68,419
=========== =========== =========== ===========
Average shares of common stock
outstanding used to compute
earnings per common share .. 24,865,120 25,312,553 24,994,262 25,261,634
Additional common shares to be
issued assuming exercise of
stock options, net of shares
assumed reacquired 190,035 169,001 204,517 186,276
----------- ----------- ----------- -----------
Shares used to compute dilutive
effect of stock options 25,055,155 25,481,554 25,198,779 25,447,910
=========== =========== =========== ===========
Fully diluted net income per
common share $ 1.16 $ 0.72 $ 3.55 $ 2.69
=========== =========== =========== ===========
Net income per common share $ 1.17 $ 0.73 $ 3.58 $ 2.71
=========== =========== =========== ===========
</TABLE>
<PAGE> 1
Part I
Exhibit 12
HARSCO CORPORATION
Computation of Ratios of Earnings to Fixed Charges
(In Thousands of Dollars)
<TABLE>
<CAPTION>
Nine Months YEARS ENDED DECEMBER 31
Ended -------------------------------------------------------------------
9/30/96 1995 1994 1993 1992 1991
---------- ----------- ----------- ----------- ----------- ----
<S> <C> <C> <C> <C> <C> <C>
Consolidated Earnings:
Pre-tax income from continuing
operations (1) $ 146,716 $ 161,231 $ 146,089 $ 137,151 $ 140,576 $ 119,647
Add fixed charges computed below 19,952 33,121 37,982 23,879 22,425 23,544
Net adjustments for equity companies (12,728) (4,320) (134) (363) (454) (439)
Net adjustments for capitalized
interest -- -- (274) (172) (134) (469)
--------- --------- --------- --------- --------- ---------
Consolidated Earnings Available for
Fixed Charges $ 153,940 $ 190,032 $ 183,663 $ 160,495 $ 162,413 $ 142,283
========= ========= ========= ========= ========= =========
Consolidated Fixed Charges:
Interest expense per financial
statements (2) $ 16,881 $ 28,921 $ 34,048 $ 19,974 $ 18,882 $ 18,925
Interest expense capitalized 99 134 338 332 355 574
Portion of rentals (1/3) representing
an interest factor 2,972 4,066 3,596 3,573 3,188 4,045
Interest expense for equity companies
whose debt is guaranteed (3) -- -- -- -- -- --
--------- --------- --------- --------- --------- ---------
Consolidated Fixed Charges $ 19,952 $ 33,121 $ 37,982 $ 23,879 $ 22,425 $ 23,544
========= ========= ========= ========= ========= =========
Consolidated Ratio of Earnings to
Fixed Charges 7.72 5.74 4.84 6.72 7.24 6.04
========= ========= ========= ========= ========= =========
</TABLE>
(1) 1992 excludes the cumulative effect of change in accounting method for
postretirement benefits other than pensions.
(2) Includes amortization of debt discount and expense.
(3) No fixed charges were associated with debt of less than fifty percent
owned companies guaranteed by the Company during the five year period
1991 through 1995, and the nine months ended September 30, 1996.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 55,179
<SECURITIES> 0
<RECEIVABLES> 292,033
<ALLOWANCES> (8,841)
<INVENTORY> 134,064
<CURRENT-ASSETS> 535,336
<PP&E> 1,153,106
<DEPRECIATION> (661,595)
<TOTAL-ASSETS> 1,339,413
<CURRENT-LIABILITIES> 277,843
<BONDS> 282,362
0
0
<COMMON> 40,856
<OTHER-SE> 619,052
<TOTAL-LIABILITY-AND-EQUITY> 1,339,413
<SALES> 1,150,195
<TOTAL-REVENUES> 1,192,683
<CGS> 872,262
<TOTAL-COSTS> 1,030,452
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 2,971
<INTEREST-EXPENSE> 16,881
<INCOME-PRETAX> 150,625
<INCOME-TAX> 57,237
<INCOME-CONTINUING> 89,479
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 89,479
<EPS-PRIMARY> 3.58
<EPS-DILUTED> 3.55
</TABLE>
