<PAGE> 1
FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1995
-----------------
HARSCO CORPORATION SAVINGS PLAN
-------------------------------
(Full title of the Plan)
HARSCO CORPORATION
-------------------------------------------------------------
(Name of issuer of the securities held pursuant to the Plan)
Camp Hill, PA 17001-8888
---------------------------------------
(Address of principal executive office)
Telephone - (717) 763-7064
<PAGE> 2
Financial Statements and Exhibits
(a) Financial Statements.
The financial statements filed as part of this report are listed in the
Index to Financial Statements included herein.
(b) Exhibits.
(1) Consent of Independent Accountants
(2) Participant's Statement of Account
(3) Appendix B to Savings Plan
(4) Description of Federal Tax Considerations
- 2 -
<PAGE> 3
HARSCO CORPORATION SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS
FORM 11-K ANNUAL REPORT
-------------------
<TABLE>
<CAPTION>
Form 11-K
Pages
-----
<S> <C>
Report of Independent Accountants 4 - 5
Financial Statements:
Statements of Net Assets Available for Benefits with Fund Information:
December 31, 1995 - Non-Participant Directed:
Harsco Common Stock Fund
- Participant Directed:
Harsco Common Stock Fund, Fixed Income Fund,
Fidelity Magellan Fund, S&P 500 Fund,
International Equity Fund, Asset Allocation Fund,
and Participant Loans 6
December 31, 1994 - Non-Participant Directed:
Harsco Common Stock Fund
- Participant Directed:
Harsco Common Stock Fund, Fixed Income Fund,
Fidelity Magellan Fund, S&P 500 Fund,
International Equity Fund, Asset Allocation Fund,
and Participant Loans 7
Statement of Changes in Net Assets Available for Benefits with Fund
Information for the year ended:
December 31, 1995 - Non-Participant Directed:
Harsco Common Stock Fund
- Participant Directed:
Harsco Common Stock Fund, Fixed Income Fund,
Fidelity Magellan Fund, S&P 500 Fund,
International Equity Fund, Asset Allocation Fund,
and Participant Loans 8
Notes to Financial Statements 9 - 15
Supplemental Schedules:
Assets Held for Investment Purposes as of December 31, 1995 - 27(a)* 16
Reportable Transactions for the year ended December 31, 1995 - 27(d)* 17
</TABLE>
* Refer to item numbers in Form 5500 (Annual Return/Report of Employee
Benefit Plan) for the plan year ended December 31, 1995.
- 3 -
<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
To the Plan Administrative Committee
of the Harsco Corporation Savings Plan:
We have audited the accompanying financial statements of the Harsco Corporation
Savings Plan listed in the Index on page 3 of this Form 11-K. These financial
statements are the responsibility of the Administrative Committee. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
As discussed in Note 4 to the financial statements, effective January 1, 1994,
the Harsco Corporation Savings Plan II was merged into the Harsco Corporation
Savings Plan. Also effective January 1, 1994, the Harsco BMY-Combat Systems
Division participants in the Harsco Corporation Savings Plan (and their
respective account balances) were transferred out of the Harsco Corporation
Savings Plan to a transitional savings plan established by United Defense L.P.,
a limited partnership of FMC Corporation and Harsco Corporation. Effective
July 1, 1994, the Sherwood Selpac Corporation Profit Sharing Thrift Plan was
merged into the Harsco Corporation Savings Plan.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1995 and 1994, and the changes in net assets available for
benefits for the year ended December 31, 1995 in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets
Held for Investment Purposes and Reportable Transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The Fund Information in
the statement of net assets available for benefits with fund information and
the statement of changes in net assets available for benefits with fund
information is presented for purposes of additional analysis rather than to
present the net assets available for plan benefits and changes in net assets
available for plan benefits of each fund. The supplemental schedules and fund
information have been subjected to the audit procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
- 4 -
<PAGE> 5
As discussed in the notes to the supplemental schedules, information provided
by the Trustee and presented in the schedules of investments and reportable
transactions does not disclose the historical cost of certain plan assets held
by the Plan trustee. Disclosure of this information is required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974.
COOPERS & LYBRAND L.L.P.
Philadelphia, Pennsylvania
June 10, 1996
- 5 -
<PAGE> 6
HARSCO CORPORATION SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1995
<TABLE>
<CAPTION>
Non-Participant
Directed Participant - Directed
--------------- -------------------------------------------------------------
Harsco Harsco
Common Common Fixed Fidelity S & P
Stock Stock Income Magellan 500
Total Fund Fund Fund Fund Fund
---------- ------------ -------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments, at fair value:
Harsco Corporation
1,202,750 shares of
common stock $ 69,909,844 $ 35,979,101 $ 33,930,743 $ - $ - $ -
Mutual Funds 30,279,749 - - - 13,345,571 8,646,887
Short-term investments 917,144 338,338 319,076 19,178 240,552 -
Bank Common Trust Funds 6,961,172 - - 6,961,172 - -
Participant loans 5,076,350 - - - - -
Guaranteed rate group
annuity contract 5,007,182 - - 5,007,182 - -
----------- ---------- ------------ ----------- ------------ -----------
Total investments 118,151,441 36,317,439 34,249,819 11,987,532 13,586,123 8,646,887
----------- ---------- ----------- ----------- ------------ -----------
Contributions Receivable:
Employer's 48,004 48,004 - - - -
Participants' 62,960 - 33,644 6,677 3,140 6,927
Interest Receivable 98 43 41 3 11 -
Securities Sold 4,423 - - - 4,423 -
----------- ---------- ------------ ----------- ---------- -----------
Total receivables 115,485 48,047 33,685 6,680 7,574 6,927
----------- ---------- ------------ ----------- ---------- -----------
Total assets 118,266,926 36,365,486 34,283,504 11,994,212 13,593,697 8,653,814
Liabilities
Securities Purchased (58,498) (16,023) (42,475) - - -
----------- ---------- ------------ ----------- ---------- -----------
Net assets available
for benefits $ 118,208,428 $ 36,349,463 $ 34,241,029 $ 11,994,212 $ 13,593 ,697 $ 8,653,814
============= =========== =========== =========== ============ ===========
<CAPTION>
Participant - Directed
--------------------------------------------
International Asset
Equity Allocation Participant
Fund Fund Loans
------------ ------------ -----------
<S> <C> <C> <C>
Assets
Investments, at fair value:
Harsco Corporation
1,202,750 shares of
common stock $ - $ - $ -
Mutual Funds 1,683,320 6,603,971 -
Short-term investments - - -
Bank Common Trust Funds - - -
Participant loans - - 5,076,350
Guaranteed rate group
annuity contract - - -
---------- ---------- ----------
Total investments 1,683,320 6,603,971 5,076,350
---------- ---------- ----------
Contributions Receivable:
Employer's - - -
Participants' 4,206 8,366 -
Interest Receivable - - -
Securities Sold - - -
---------- ---------- ----------
Total receivables 4,206 8,366 -
---------- ---------- ----------
Total assets 1,687,526 6,612,337 5,076,350
Liabilities
Securities Purchased - - -
---------- ---------- ----------
Net assets available
for benefits $ 1,687,526 $ 6,612,337 $ 5,076,350
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
- 6 -
<PAGE> 7
' HARSCO CORPORATION SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1994
<TABLE>
<CAPTION>
Non-Participant
Directed Participant - Directed
----------------- ---------------------------------------------------------
Harsco Harsco
Common Common Fixed Fidelity S & P
Stock Stock Income Magellan 500
Total Fund Fund Fund Fund Fund
------------- ---------- ---------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments, at fair value:
Harsco Corporation
1,238,548 shares of
common stock $ 50,625,650 $ 24,872,382 $ 25,753,268 $ - $ - $ -
Mutual Funds 19,473,579 - - - 8,744,862 5,098,218
Short-term investments 643,014 251,601 260,513 35,217 95,683 -
Bank Common Trust Funds 2,115,359 - - 2,115,359 - -
Participant loans 3,313,458 - - - - -
Guaranteed rate group
annuity contract 9,951,520 - - 9,951,520 - -
----------- ---------- ----------- ----------- ---------- ----------
Total investments 86,122,580 25,123,983 26,013,781 12,102,096 8,840,545 5,098,218
----------- ---------- ----------- ----------- ---------- ----------
Contributions Receivable:
Employer's 113,070 113,070 - - - -
Participants' 302,218 - 140,197 40,611 54,361 25,603
Interest Receivable 2,766 1,238 1,282 - 246 -
Securities Sold 64,921 31,895 33,026 - - -
----------- ---------- ----------- ----------- ---------- ----------
Total receivables 482,975 146,203 174,505 40,611 54,607 25,603
----------- ---------- ----------- ----------- ---------- ----------
Total assets 86,605,555 25,270,186 26,188,286 12,142,707 8,895,152 5,123,821
Liabilities
Securities Purchased (85,839) (12,125) (55,042) - (18,672) -
----------- ---------- ----------- ----------- ---------- ----------
Net assets available for
benefits $ 86,519,716 $ 25,258,061 $ 26,133,244 $ 12,142,707 $ 8,876,480 $ 5,123,821
=========== =========== =========== =========== ========== ==========
<CAPTION>
Participant - Directed
--------------------------------------------------
International Asset
Equity Allocation Participant
Fund Fund Loans
-------------- ---------- -----------
<S> <C> <C> <C>
Assets
Investments, at fair value:
Harsco Corporation
1,238,548 shares of
common stock $ - $ - $ -
Mutual Funds 1,463,677 4,166,822 -
Short-term investments - - -
Bank Common Trust Funds - - -
Participant loans - - 3,313,458
Guaranteed rate group
annuity contract - - -
---------- ---------- ----------
Total investments 1,463,677 4,166,822 3,313,458
---------- ---------- ----------
Contributions Receivable:
Employer's - - -
Participants' 11,603 29,843 -
Interest Receivable - - -
Securities Sold - - -
---------- ---------- ----------
Total receivables 11,603 29,843 -
---------- ---------- ----------
Total assets 1,475,280 4,196,665 3,313,458
Liabilities
Securities Purchased - - -
---------- ---------- ----------
Net assets available for
benefits $ 1,475,280 $ 4,196,665 $ 3,313,458
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
- 7 -
<PAGE> 8
HARSCO CORPORATION SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1995
<TABLE>
<CAPTION>
Non-Participant
Directed Participant - Directed
----------------- ----------------------------------------------------------
Harsco Harsco
Common Common Fixed Fidelity S & P
Stock Stock Income Magellan 500
Total Fund Fund Fund Fund Fund
------------- ---------- ------------ -------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Investment income
Net appreciation/
(depreciation) in the fair
value of investments $ 27,135,889 $ 10,541,154 $ 10,262,564 $ - $ 2,642,891 $ 2,158,584
Dividends 2,569,122 924,553 871,917 - 772,652 -
Interest - short-term
investments 494,468 16,863 16,376 451,298 9,931 -
Interest - group annuity
contracts 287,083 - - 287,083 - -
Interest - participant
loans 372,283 - - - - -
----------- --------- ---------- ---------- ---------- ----------
30,858,845 11,482,570 11,150,857 738,381 3,425,474 2,158,584
Cash Contributions:
Employer's, less
forfeitures of $53,052 3,456,788 3,456,788 - - - -
Participants' 10,667,208 - 3,250,906 1,524,411 2,493,979 1,456,811
----------- --------- ---------- ---------- ---------- ----------
Total additions 44,982,841 14,939,358 14,401,763 2,262,792 5,919,453 3,615,395
----------- --------- ---------- ---------- ---------- ----------
Deductions
Deductions from net assets
attributed to Employee
withdrawals 13,294,129 3,722,643 2,753,170 3,662,491 1,117,447 753,937
----------- --------- ---------- ---------- ---------- ----------
Net increase/(decrease)
prior to Interfund
transfers 31,688,712 11,216,715 11,648,593 (1,399,699) 4,802,006 2,861,458
Interfund transfers - (125,313) (3,540,808) 1,251,204 (84,789) 668,535
----------- --------- ---------- ---------- ---------- ----------
Net increase/(decrease) 31,688,712 11,091,402 8,107,785 (148,495) 4,717,217 3,529,993
Net assets available for
benefits: December
31, 1994 86,519,716 25,258,061 26,133,244 12,142,707 8,876,480 5,123,821
----------- ----------- ---------- ---------- ---------- ----------
December 31, 1995 $118,208,428 $ 36,349,463 $ 34,241,029 $ 11,994,212 $ 13,593,697 $ 8,653,814
=========== =========== =========== ========== ========== ==========
<CAPTION>
Participant - Directed
----------------------------------------------------
International Asset
Equity Allocation Participant
Fund Fund Loans
---------------- ------------ -----------
<S> <C> <C> <C>
Additions to net assets
attributed to:
Investment income
Net appreciation/
(depreciation) in the fair
value of investments $ 153,267 $ 1,377,429 $ -
Dividends - - -
Interest - short-term
investments - - -
Interest - group annuity
contracts - - -
Interest - participant
loans - - 372,283
---------- ---------- ------------
153,267 1,377,429 372,283
Cash Contributions:
Employer's, less
forfeitures of $53,052 - - -
Participants' 507,687 1,433,414 -
---------- ---------- ------------
Total additions 660,954 2,810,843 372,283
---------- ---------- ------------
Deductions
Deductions from net assets
attributed to Employee
withdrawals 213,235 657,873 413,333
---------- ---------- ------------
Net increase/(decrease)
prior to Interfund
transfers 447,719 2,152,970 (41,050)
Interfund transfers (235,473) 262,702 1,803,942
---------- ---------- ------------
Net increase/(decrease) 212,246 2,415,672 1,762,892
Net assets available for
benefits: December 31, 1994
1,475,280 4,196,665 3,313,458
---------- ---------- ------------
December 31, 1995 $ 1,687,526 $ 6,612,337 $ 5,076,350
========== ========== ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
- 8 -
<PAGE> 9
NOTES TO FINANCIAL STATEMENTS OF SAVINGS PLAN
1. General Description of Plan:
The following description of the Harsco Corporation Savings Plan (the
"Plan") provides only general information. Participants should refer to
the Plan agreement for a more complete description of the Plan's
provisions.
The Plan is a defined contribution plan designed to comply with the
requirements of the Employee Retirement Income Security Act of 1974
("ERISA") and with the requirements for qualification under Sections
401(a) and 401(k) of the Internal Revenue Code (the "Code").
All employees (including officers) who receive a stated weekly, hourly,
monthly or annual rate of compensation and are employed by Harsco
Corporation (the "Company") or any subsidiary or other related company of
either the Company or a subsidiary which adopts this Plan with the
approval of the Company shall be covered by, or remain covered by, this
Plan, are deemed ("Eligible Employees"). Appendix B of the Plan and as
amended from time to time, shall identify the collective bargaining units
representing Eligible Employees under this Plan and the date as of which
their coverage commenced. An employee who has completed at least one
thousand (1,000) hours of service during the twelve (12) month period
beginning with the date of commencement of his employment is deemed an
"Eligible Employee".
To participate in the Plan, an Eligible Employee must elect to contribute
to the Plan through payroll deductions each pay period in whole
percentages from 1% to 16% of compensation received for services as an
employee of the Company or any subsidiary of the Company. The
participant shall designate what percentage of such contributions will be
"Pre-Tax Contributions" and what percentage will be "After-Tax
Contributions." A participant who makes Matched Pre-Tax and/or Matched
After-Tax Contributions in an aggregate amount of 6% of his compensation
may also elect to contribute from 1% to 10% of his compensation as an
Unmatched Pre-Tax and/or Unmatched After-Tax Contribution. In no event
during the year may (a) Matched Pre-Tax and Matched After-Tax
Contributions exceed 6% of compensation, (b) Unmatched Pre-Tax and
Unmatched After-Tax Contribution exceed 10% of compensation or (c)
Pre-Tax Contributions exceed the amount specified by the Internal Revenue
Service code which is $9,240. Pre-Tax Contributions shall constitute a
reduction in the participant's taxable income for purposes of Section
401(k) of the Code but for the purpose of the Company's tax deductions,
shall be considered contributions made by the Company. After-Tax
Contributions will be considered to be the participant's contributions to
the Plan and shall not constitute a reduction in the participant's
taxable income for the purposes of Section 401(k) of the Code.
- 9 -
<PAGE> 10
NOTES TO FINANCIAL STATEMENTS OF SAVINGS PLAN, continued
1. General Description of Plan: (Continued)
Pursuant to the Plan, the Company will make contributions in cash
to the Trustee for the account of each participant in an amount equal to
50% of the first 6% of such participants' compensation designated as
Matched Pre-Tax Contributions and/or Matched After-Tax Contributions.
These contributions are referred to as "Company Matching Contributions".
Participants are immediately vested in their contributions plus actual
earnings thereon. Vesting in the Company's Matching and Prior Match
Accounts is based on years of vesting service. A Participant is 100%
vested after five years of credited service.
Investment management fees related to the Harsco Common Stock Fund, the
Fixed Income Fund, and the Fidelity Magellan Fund are paid by the
Company. Investment management fees related to the S&P 500 Fund, the
International Equity Fund, and the Asset Allocation fund are paid by the
Plan Participants. Plan recordkeeping fees and Participant directed
investment fund change fees (not in excess of four changes per plan year)
are paid by the Company.
Effective April 1, 1994, Participants may borrow from their fund accounts
a minimum of $500 to a maximum of 50% of their vested account balance,
not to exceed $50,000. Loan transactions are treated as a transfer to
(from) the respective investment fund(s) from (to) the Participant Loans
fund. The Participant may choose the loan repayment period, not to
exceed five years. However, the term may be for any period not to exceed
15 years if the purpose of the loan is to acquire the Participant's
principal residence. The loans are collateralized only by the portion of
the Participant's Account from which the loan is made and bear interest
at a rate commensurate with local prevailing rates as determined
periodically by the Plan administrator. Interest rates, based on the
Trustee's prime rate plus one percent, ranged from 7.25% to 10.00% during
1995. Principal and interest is paid ratable through payroll deductions.
While the Company has not expressed any intent to discontinue the Plan,
it reserves the right to terminate the Plan at any time or discontinue
contributions thereunder. In the event such discontinuance resulted in
the termination of the Plan, the accounts of each affected employee who
has not yet incurred a break in service shall be fully vested. Complete
distributions or withdrawals would be distributed to Plan Participants
and beneficiaries in proportion to their respective account balances.
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<PAGE> 11
NOTES TO FINANCIAL STATEMENTS OF SAVINGS PLAN, continued
2. Summary of Significant Accounting Policies:
Basis of Accounting:
The financial statements of the Plan are prepared under the accrual
method of accounting.
Investment Valuation:
The Harsco Corporation Common Stock is stated at market value, which
represents the closing price of the stock on the Composite Reporting Tape
of the stock exchanges on the last day of trading of the calendar year.
The Participant Group Annuity Contracts with Metropolitan Life Insurance
Company (Metropolitan), are stated at fair value which approximates cost
plus accrued interest with principal and interest guaranteed by
Metropolitan. The Common Trust Funds with Wells Fargo Bank, N.A. are
stated at market value, which represents the closing price of the fund on
the last trading day of the calendar year. The Fidelity Magellan Mutual
Fund shares in the Fidelity Magellan Fund, are stated at market value,
which represents the closing price of the fund on the last trading day of
the calendar year. S&P 500 Mutual Fund shares in the S&P 500 Fund are
stated at market value, which represents the closing price on the last
day of trading of the calendar year. The International Equity Fund
shares in the International Equity Fund are stated at market value, which
represents the closing price on the last day of trading of the calendar
year. The Asset Allocation Mutual Fund shares in the Asset Allocation
Fund are stated at market value, which represents the closing price on
the last day of trading of the calendar year. Short-term investments,
which represent the temporary investment of funds until purchases of
common stock are completed, are invested in the Wells Fargo Bank Money
Market Fund.
Use of Estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make significant
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from
those estimates.
Reclassifications:
Certain amounts in the 1994 financial statement have been reclassified to
conform with the 1995 presentation.
- 11 -
<PAGE> 12
NOTES TO FINANCIAL STATEMENTS OF SAVINGS PLAN, continued
2. Summary of Significant Accounting Policies: (Continued)
Other:
The Plan presents in the Statement of Changes in Net Assets Available for
Benefits with Fund Information the net appreciation (depreciation) in the
market value of its investments which consists of the realized gains or
losses and the unrealized appreciation (depreciation) on those
investments.
The purchase and sales of investments are recorded on a trade-date basis.
Dividend income is recorded on the ex-dividend date. Income from other
investments is recorded as earned on an accrual basis.
Both participants' and Company contributions are accrued in the period of
the related payroll deductions. Forfeitures, a result of participant
withdrawals prior to their full vesting in the Plan, are used to reduce
the amount of future Company matching contributions.
3. Investment Programs:
The Plan, comprised of participants' and Company contributions, is
divided into the following funds described below.
(1) Harsco Common Stock Fund - (consisting of Common Stock purchased
with Company and participants' contributions): a fund consisting
of Common Stock of Harsco Corporation purchased in the open market
or through privately negotiated transactions to the extent
permitted by rules of the New York Stock Exchange and the
Securities and Exchange Commission.
(2) Fixed Income Fund - (consisting of investments purchased with
participants' contributions): a fund currently maintained through
an agreement with one or more insurance companies or other
financial institutions, designated by the Company, under which the
insurance company or financial institution shall guarantee
repayment of the principal and payment of interest at a fixed
annual rate for a specified period of time in accordance with the
terms of the agreement. Starting on January 1, 1994, participants
earned interest at a variable rate on all monies contributed to
the fund. The 1995 Fixed Income Fund Average Rate of Return was
6.19%.
- 12 -
<PAGE> 13
NOTES TO FINANCIAL STATEMENTS OF SAVINGS PLAN, continued
3. Investment Programs: (Continued)
(3) Fidelity Magellan Fund - (consisting of investments purchased with
participants' contributions): a fund consisting of shares of the
Fidelity Magellan Mutual Fund which is managed by Fidelity
Management and Research Company, Boston, Massachusetts.
(4) S&P 500 Fund - (consisting of investments purchased with
participants' contributions): a fund consisting of investments in
the same stocks and in substantially the same percentages as the
S&P 500 Index. These stocks represent approximately 75% of the
market value of all publicly-traded common stocks in the United
States. This fund was offered as a new investment option starting
April 1, 1994.
(5) International Equity Fund - (consisting of investments purchased
with participants' contributions): a fund consisting of
investments in over 1,000 foreign stocks in the equity markets of
20 predominantly Western European and Pacific Rim countries
representing over 90% of the overseas equity market. This fund
was offered as a new investment option starting April 1, 1994.
(6) Asset Allocation Fund - (consisting of investments purchased with
participants' contributions): a fund consisting of investments
among three asset classes consisting of S&P 500 Index common
stocks, U.S. Treasury Bonds with maturities ranging from 20 to 30
years, and Wells Fargo Bank Money Market securities. This fund
was offered as a new investment option starting April 1, 1994.
If at any time it is not possible for the Trustee to purchase Common
Stock of the Company as required for the Harsco Common Stock Fund, the
Trustee will invest such funds in short-term obligations of the United
States government or agencies thereof or in other types of short-term
investments, including commercial paper (other than obligations of the
Company or its affiliates).
The Plan provides for various investment options in any combination of
stocks, bonds, fixed income securities, mutual funds, and other
investment securities. Investment securities are exposed to various
risks, such as interest rate, market and credit. Due to the level of
risk associated with certain investment securities and the level of
uncertainty related to changes in the value of investment securities, it
is at least reasonably possible that changes in risks in the near term
could materially affect participants' account balances and the amounts
reported in the statement of net assets available for plan benefits and
the statement of changes in net assets available for plan benefits.
- 13 -
<PAGE> 14
NOTES TO FINANCIAL STATEMENTS OF SAVINGS PLAN, continued
3. Investment Programs: (Continued)
There were 4,243 participants at December 31, 1995 who participated in
one or more of the six investment funds. At December 31, 1995 the number
of participants selecting each of the investment funds for their
contributions was as follows:
<TABLE>
<S> <C>
Harsco Corporation Common Stock . . . . . . . . . . . . . . . 4,149
Fixed Income Fund . . . . . . . . . . . . . . . . . . . . . . 1,938
Fidelity Magellan Fund . . . . . . . . . . . . . . . . . . . . 2,260
S & P 500 Stock Fund . . . . . . . . . . . . . . . . . . . . . 1,853
International Equity Fund . . . . . . . . . . . . . . . . . . 746
Asset Allocation Fund . . . . . . . . . . . . . . . . . . . . 1,486
</TABLE>
4. Plan Mergers:
Effective January 1, 1994, Harsco Corporation Savings Plan II was merged
into the Harsco Corporation Savings Plan, which amounted to $11,953,849.
On January 28, 1994, FMC Corporation ("FMC") and the Company announced
completion of a series of agreements, first announced in December 1992,
to combine certain assets and liabilities of FMC's Defense Systems Group
and the Company's BMY-Combat Systems Division. The effective date of the
combination was January 1, 1994. The combined company, United Defense,
L.P., operates as a limited partnership ("partnership"). FMC, as the
Managing General partner, has a 60 percent equity interest, and Harsco
Defense Holding, Inc., a wholly-owned subsidiary of the Company, as the
Limited Partner, has a 40 percent equity interest. Pursuant to the
provisions of the Partnership Agreement, the partnership established
certain transitional employee benefit plans to cover the former Harsco
and FMC employees who were transferred to the Partnership. With respect
to those former Harsco Employees covered by the Harsco Employees Savings
Plan, the Partnership, effective January 1, 1994, established a
Transition Savings Plan and, consequently, assets representing the full
account balances of former Harsco employees were transferred from the
Harsco Corporation Savings Plan to the Partnership's Transition Savings
Plan as of the same date, which amounted to $29,521,185.
Effective July 1, 1994, the Sherwood Selpac Corporation Profit Sharing
Thrift Plan was merged into the Harsco Corporation Savings Plan. All
qualified assets of the Sherwood Selpac Corporation Profit Sharing Thrift
Plan were transferred into the Harsco Corporation Savings Plan in August
1994, which amounted to $2,012,512.
- 14 -
<PAGE> 15
NOTES TO FINANCIAL STATEMENTS OF SAVINGS PLAN, continued
5. Federal Income Taxes:
The Company received a determination from the Internal Revenue Service on
April 15, 1995, that the Plan, as amended September 15, 1994, is a
qualified plan under Sections 401(a) and 401(k) of the Internal Revenue
Code and is therefore exempt from Federal income taxes under the
provisions of Section 501(a). The Plan has been amended since receiving
the determination letter. However, the Plan administrator and the Plan's
tax counsel believe that the Plan is designed and is currently being
operated in compliance with the applicable provisions of the Internal
Revenue Code.
As to the Federal Income Tax status of the employees with respect to the
Plan, see "Description of Federal Tax Considerations", Exhibit (4),
incorporated by reference.
- 15 -
<PAGE> 16
HARSCO SAVINGS PLAN
ASSETS HELD FOR INVESTMENT PURPOSES - ITEM 27(a) (FORM 5500)
December 31, 1995
<TABLE>
<CAPTION>
Shares or Current
Par Value Description of Investment Cost Value
- --------- ------------------------- --------------- ---------------
<S> <C> <C> <C>
Common Stock:
1,202,750 Harsco Corp. Common Stock, par value $1.25 $ * $ 69,909,844
--------------
Total Common Stock 69,909,844
--------------
Contracts - Insurance, at contract value
$ 5,007,182 Metropolitan Life Insurance
GAC '13400, 5.48%, 1/1/1996 * 5,007,182
--------------
Total Contracts - Insurance 5,007,182
--------------
560,449 Wells Fargo Bank, N.A 6,945,442 6,961,172
Common Trust Fund
N/A Participant Loans (1) - 0 - 5,076,350
Mutual Funds:
993,933 Fidelity Magellan Fund * 13,345,571
383,114 S & P 500 Fund 6,482,703 8,646,887
125,903 International Equity Fund 1,525,999 1,683,320
343,242 Asset Allocation Fund 5,247,780 6,603,971
--------------
Total Mutual Funds 30,279,749
--------------
$917,144 Short-Term Investments - Wells Fargo Bank
Money Market Fund 917,144 917,144
--------------
Total Assets Held for Investment Purposes $ 118,151,441
==============
</TABLE>
(1) Participant Loans do not exceed five years to maturity and interest rates
charged during 1995 ranged from 7.25% to 10.00%.
* The historical cost information was not available from the trustee or
custodian due to the cumulative nature of the costs in these funds.
- 16 -
<PAGE> 17
HARSCO CORPORATION SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS - ITEM 27(d) (FORM 5500)
For the year ended December 31, 1995
<TABLE>
<CAPTION>
(iii), (iv)
(i), (ii) Total Dollar
(a) (b) Total Number of Value of (v)
Identity of Description Purchases (P) or Purchases or Net Gain or
party involved of Asset Sales (S) Sales (Loss)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Harsco Harsco Common (P) 130 $ 4,122,893 $ -
Corporation, plan Stock Fund (S) 122 $ 5,934,093 $ 1,465,119
sponsor
Harsco Fixed Income (P) 141 $ 3,094,421 $ -
Corporation, plan Fund (S) 109 $ 3,952,162 $ -0-
sponsor
Harsco Fidelity Magellan (P) 159 $ 2,816,312 $ -
Corporation, plan Fund (S) 92 $ 1,332,912 $ 253,231
sponsor
</TABLE>
- 17 -
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Plan Administrative Committee has duly caused this annual report to be signed
by the undersigned thereunto duly authorized.
HARSCO CORPORATION SAVINGS PLAN
BY /x/ R. C. Hawkins
-----------------------------
R. C. Hawkins, Chairman
Plan Administrative Committee
June 21, 1996
- 18 -
<PAGE> 19
HARSCO CORPORATION SAVINGS PLAN
Annual Report on Form 11-K
for the year ended December 31, 1995
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Data Required Location in 11-K
- ------ --------------------------------------- -----------------------------------
<S> <C> <C>
1 Consent of Independent Accountants Page 20
2 Participant's Statement of Account Pages 21 to 24
3 Appendix "B" to Harsco Page 25
Savings Plan
4 Description of Federal Tax Incorporated by reference
Considerations from pages 50-56 Post Effective
Amendment No. 2 to Form S-8
Registration Statement
(Registration No. 33-5300)
effective April 30, 1990.
</TABLE>
- 19 -
<PAGE> 1
EXHIBIT 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in Post Effective Amendment No. 2
to Form S-8 Registration Statement (Registration No. 33-5300) of our report
dated June 10, 1996, on our audits of the net assets available for benefits of
the Harsco Corporation Savings Plan as of December 31, 1995 and 1994, and the
changes in net assets available for benefits for the year ended December 31,
1995. Our report, which includes (A) an emphasis of a matter paragraph
regarding (i) the merger of the Harsco Corporation Savings Plan II into the
Harsco Corporation Savings Plan, the merger of the Sherwood Selpac Corporation
Profit Sharing Thrift Plan into the Harsco Corporation Savings Plan and the
transfer of BMY-Combat Systems Division participants out of the Harsco
Corporation Savings Plan (and their respective account balances), and (B)
explanatory paragraphs regarding (i) supplemental schedules and fund
information and (ii) information provided by the trustee and presented in the
schedules of investments and reportable transactions does not disclose the
historical cost of certain plan assets.
COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Philadelphia, Pennsylvania
June 25, 1996
- 20 -
<PAGE> 1
EXHIBIT 2
[HARSCO CORPORATION LOGO]
HARSCO CORPORATION SAVINGS PLAN
<TABLE>
<S> <C> <C>
QUESTIONS? 800-776-4015
Outside USA 415-396-4015
TDD for hearing impaired 800-772-6009
Social Security
Participant Name Birthdate
Participant Address Hire Date
Adjusted Hire Date
----------------------------------------------------------------------------------------------------------------------------------
YOUR ACCOUNT AT A GLANCE For the Period JANUARY 1, 1995
through DECEMBER 31, 1995
----------------------------------------------------------------------------------------------------------------------------------
YOUR ACCOUNT BALANCE YOUR CONTRIBUTION PERCENTAGE
Ending balance $0.00 Pre-Tax 0%
Beginning balance 0.00 After-Tax 0%
Net change $0.00 YOUR INVESTMENT ELECTIONS
Asset Allocation 0%
Harsco Stock 0%
S&P 500 Stock 0%
Fixed Income 0%
Harsco Fidelity Magellan 0%
International Equity 0%
Vested balance $0.00
TOTAL RETURN ON YOUR INVESTMENTS
3 months ending December 31, 1995 0%
6 months ending December 31, 1995 0%
</TABLE>
-------------------------------------------------------------------------------
YOUR CONTRIBUTIONS
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
THIS THIS CURRENT VESTED VESTED
CONTRIBUTION TYPE QUARTER YEAR BALANCE % BALANCE
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
PRE-TAX $0.00 $0.00 $0.00 0 $0.00
AFTER TAX .00 .00 .00 0 .00
ROLLOVER .00 .00 .00 0 .00
COMPANY MATCHING .00 .00 .00 0 .00
SHERWOOD PRIOR MATCH .00 .00 .00 0 .00
-----------------------------------------------------------------------------------------
TOTAL $0.00 $0.00 $0.00 0 $0.00
</TABLE>
- 21 -
<PAGE> 2
Participant Name EXHIBIT 2
January 1, 1995 through December 31, 1995
-------------------------------------------------------------------------------
YOUR ACCOUNT ACTIVITY
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
INTERNATIONAL ASSET S&P 500
IN TRANSIT EQUITY ALLOCATION STOCK
<S> <C> <C> <C> <C>
--------------------------------------------------------------------------------------------
BEGINNING BALANCE $0.00 $0.00 $0.00 $0.00
CONTRIBUTIONS 0.00 0.00 0.00 0.00
FUND TRANSFERS 0.00 0.00 0.00 0.00
DISBURSEMENTS 0.00 0.00 0.00 0.00
FUNDS GAIN/LOSS 0.00 0.00 0.00 0.00
LOAN PAYMENTS 0.00 0.00 0.00 0.00
LOAN ADJUSTMENTS 0.00 0.00 0.00 0.00
INTEREST EARNED 0.00 0.00 0.00 0.00
FEES 0.00 0.00 0.00 0.00
FORFEITURES 0.00 0.00 0.00 0.00
ADJUSTMENTS 0.00 0.00 0.00 0.00
PURCHASES 0.00 0.00 0.00 0.00
REDEMPTIONS 0.00 0.00 0.00 0.00
--------------------------------------------------------------------------------------------
ENDING BALANCE $0.00 $0.00 $0.00 $0.00
NUMBER OF FUND SHARES 0.000 0.000
12/29/95 PRICE $0.000 $0.000
</TABLE>
<TABLE>
<CAPTION>
FIXED HARSCO FIDELITY EMPLOYEE
INCOME STOCK MAGELLAN LOAN TOTALS
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BEGINNING BALANCE $0.00 $0.00 $0.00 $0.00 $0.00
CONTRIBUTIONS 0.00 0.00 0.00 0.00 0.00
FUND TRANSFERS 0.00 0.00 0.00 0.00 0.00
DISBURSEMENTS 0.00 0.00 0.00 0.00 0.00
FUNDS GAIN/LOSS 0.00 0.00 0.00 0.00 0.00
LOAN PAYMENTS 0.00 0.00 0.00 0.00 0.00
LOAN ADJUSTMENTS 0.00 0.00 0.00 0.00 0.00
INTEREST EARNED 0.00 0.00 0.00 0.00 0.00
FEES 0.00 0.00 0.00 0.00 0.00
FORFEITURES 0.00 0.00 0.00 0.00 0.00
ADJUSTMENTS 0.00 0.00 0.00 0.00 0.00
PURCHASES 0.00 0.00 0.00 0.00 0.00
REDEMPTIONS 0.00 0.00 0.00 0.00 0.00
-------------------------------------------------------------------------------------------
ENDING BALANCE $0.00 $0.00 $0.00 $0.00 $0.00
NUMBER OF FUND SHARES 0.000 0.000 0.000
12/29/95 PRICE $0.000 $0.000 $0.000
EQUIVALENT STOCK SHARES 0.000
</TABLE>
- 22 -
<PAGE> 3
EXHIBIT 2
- --------------------------------------------------------------------------------
FUND PERFORMANCE SUMMARY Returns for periods ending
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS
------------------------------------------------------
INVESTMENTS THIS JAN
IN YOUR PLAN QUARTER TO DATE 1 YEAR 3 YEAR 5 YEAR 10 YEAR
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
STOCK FUNDS
Harsco Fidelity Magellan(2) 0.00% 0.00% 0.00%
Harsco Stock(2) 0.00 0.00 0.00
International Equity(1) 0.00 0.00 0.00 0.00% 0.00% 0.00%
S&P 500 Stock(1) 0.00 0.00 0.00 0.00 0.00 0.00
COMBINATION FUNDS
Asset Allocation(1) 0.00 0.00 0.00 0.00 0.00 0.00
FIXED INCOME FUNDS
Fixed Income(2) 0.00 0.00 0.00
</TABLE>
- --------------------------------------------------------------------------------
FUND DESCRIPTIONS
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
These graphs represent two kinds of high STABILITY high APPRECIATION
potential: stability and appreciation. refers to the fund's potential refers to the fund's
They are based solely on the investment to maintain a stable value potential to increase
objective of the fund and do not over shorter periods of time in value over longer
represent actual or implied performance. periods of time.
low low
All Harsco Corporation Savings Plans funds, Stability A vertical bar graph with Appreciation A vertical bar graph
except for the Harsco Stock Fund have both Example indications of "High" at the Example with indications of
a Stability and Appreciation Graph on page 23. Graph: top and "Low" at the bottom Graph: "High" at the top and
No graphs are presented for the Harsco Stock of the graph. Light grey shading "Low" at the bottom
Fund. extends from the bottom up to of the graph. Black
the middle of the graph. shading extends from
the bottom up to the
middle of the graph.
</TABLE>
(1)COLLECTIVE TRUST FUNDS
<TABLE>
<S> <C> <C> <C>
ASSET ALLOCATION INTERNATIONAL EQUITY
Invests in three asset classes: common Seeks to approximate the
stocks, U.S. Treasury bonds and money capitalization-weighted total
market instruments. rate of return of markets for international
As the expected risk and return of these equity securities traded outside the U.S.
asset classes change over time, the fund
adjusts its mix in pursuit of a higher International Two separate side by side vertical bar graphs
total return consistent with reasonable Equity Fund indicating Stability and Appreciation in the
risk. Graphs- International Equity Fund.
Asset Two separate side by side vertical bar graphs - The Stability Graph for this fund has light
Allocation indicating Stability and Appreciation in the grey shading extending from the bottom
Graphs: Asset Allocation Fund. to approximately one-fourth up the graph.
- The Appreciation Graph for this fund has
- The Stability Graph for this fund has light black shading extending from the bottom
grey shading extending from the bottom to aproximately three-quarters up the graph.
to approximately mid-point up the graph.
- The Appreciation Graph for this fund has
black shading extending from the bottom
to aproximately three-quarters up the graph.
S&P 500 STOCK
Seeks to approximate, as closely as
practicable, the capitalization-weighted
total rate of return of the S&P 500 Index.
S&P 500 Two separate side by side vertical bar graphs
Stock Graphs- indicating Stability and Appreciation in the
S&P Stock Fund.
- The Stability Graph for this fund has light
grey shading extending from the bottom
to approximately one-fourth up the graph.
- The Appreciation Graph for this fund has
black shading extending from the bottom
to aproximately three-quarters up the graph.
</TABLE>
(2)COMPANY CUSTOM FUNDS
<TABLE>
<S> <C> <C>
HARSCO FIDELITY MAGELLAN HARSCO STOCK
Seeks capital appreciation by investing Invests principally in the common stock of
primarily in common stocks and securities Harsco Corporation. Units of the fund are
convertible into common stock of domestic, valued on the basis of the market value
foreign and multinational issuers of all sizes of Harsco Corporation common stock.
that offer potential for growth.
Harsco Two separate side by side vertical bar graphs
Fidelity indicating Stability and Appreciation in the
Magellan Fund Harsco Fidelity Magellan Fund.
Graphs-
- The Stability Graph for this fund has light
grey shading extending from the bottom
to approximately one-fourth up the graph.
- The Appreciation Graph for this fund has
black shading extending from the bottom
to aproximately three-quarters up the graph.
FIXED INCOME
This is a "hybrid" fund that consists of
guaranteed investment contracts (GICs)
and shares of the Wells Fargo Income
Accumulation Fund.
Fixed Income Two separate side by side vertical bar graphs
Graphs- indicating Stability and Appreciation in the
Fixed Income Fund.
- The Stability Graph for this fund has light
grey shading extending from the bottom
to approximately three-quarters up the graph.
- The Appreciation Graph for this fund has
black shading extending from the bottom
to aproximately one-fourth up the graph.
</TABLE>
- 23 -
<PAGE> 4
EXHIBIT 2
- --------------------------------------------------------------------------------
IMPORTANT FUND INFORMATION
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
For all Funds Results of a daily-valued fund may vary from those of a
INVESTMENT RISK: Funds are NOT FDIC insured, are NOT less-frequently-valued fund.
obligations or deposits of BZW Barclays Global Investors, -----------------------------------------------------------
N.A. ("BGI"), are NOT guaranteed by BGI and involve FOR COMPANY CUSTOM FUNDS
investment risk, including possible loss of principal. SOURCE: Company custom funds are unregistered custom
The principal and yield of fund shares or participations separate accounts maintained by BZW Barclays Global
will fluctuate with changes in market conditions so that Investors and offered as an investment option by the plan
an investor's shares or participations, when redeemed, may sponsor.
be worth more or less than their original cost. Past RETURNS: All income is reinvested in the funds and is
performance is no guarantee of future results. reflected in the unit value. Daily fund inception dates
Returns: Total return figures are provided by the fund vary.
administrator. These numbers are believed to be reliable
but are unaudited and subject to revision. To secure UNIT VALUE: The fund unit value and performance of a
revised returns or to obtain prospectuses, call custom fund which is based on an underlying mutual fund
1-800-776-4015. Returns for periods over one year are differs from the net asset value and performance of the
annualized. underlying mutual fund due to fees, expenses and crediting
AUTOMATED VOICE ANSWERLINE: To use the automated voice of income to units rather than purchase of additional
answer line, call 1-800-776-4015 and follow the shares. The custom fund also maintains cash holdings
instructions. which may further contribute toward differences in
----------------------------------------------------------- performance between fund units and the underlying mutual
FOR COLLECTIVE TRUST FUNDS fund NAV.
Source: Collective trust funds are unregistered
collective investment funds that are maintained and HARSCO STOCK FUND: The fund maintains cash holdings which
offered by BZW Barclays Global Investors. may account for the differences in performance between
fund units and common shares.
RETURNS: For all funds except the Money Market Fund and
the U.S. Government Money Market Fund, all income is ----------------------------------------------------------
reinvested in the funds and is reflected in the unit TRADEMARKS
value. * S&P(R) S&P 500(R) and S&P MidCap 400(R) are trademarks
RETURNS PRIOR TO INCEPTION: Daily fund inception dates of The McGraw-Hill Companies, Inc. and have been licensed
vary; collective fund returns prior to inception are for use by MasterWorks Funds Inc. and BZW Barclays Global
principally for less-frequently-valued funds with Investors. The funds are not sponsored, endorsed, sold or
substantially similar investment strategies and have been promoted by S&P, and S&P makes no representation or
adjusted for management fees and estimated fund expenses. warranty, express or implied regarding the advisability of
See individual fund fact sheets for details. investing in the funds.
</TABLE>
- 24 -
<PAGE> 1
EXHIBIT 3
HARSCO CORPORATION SAVINGS PLAN
APPENDIX "B"
COLLECTIVE BARGAINING UNITS
<TABLE>
<CAPTION>
Collective Bargaining Units Date of Coverage
- --------------------------- ----------------
<S> <C>
International Brotherhood of April 1, 1990
Boilermakers, Iron Shipbuilders,
Blacksmiths, Forgers & Helpers,
Local Lodge No. 398 (P-K)
United Steelworkers of America July 1, 1990
Local Union No. 8628 (HKT)
International Union of Operating Engineers June 1, 1992
Local Union No. 101 (HKT)
United Steelworkers of America July 1, 1995
Local Union No. 2176A
Local Union No. 1131A (HKT)
United Automobile, Aerospace and January 1, 1992
Agricultural Implement Workers
of America
Local Union No. 2310 (T-W)
United Automobile Workers of America July 1, 1994
Local Union No. 1016 (FMT)
International Brotherhood of July 1, 1995
Boilermakers, Iron Shipbuilders,
Blacksmiths, Forgers and Helpers
AFL-CIO-CFL Local Lodge D546 (IKG)
Independent Workers of North America October 1, 1993
Local No. 50542 (IKG)
International Association of Bridge, October 1, 1995
Structural and Ornamental Iron Workers
Shopmen's Local No. 527 (IKG)
</TABLE>
- 25 -
