<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, 1996
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
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<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
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<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, 1996 - Non-Participant Directed:
Harsco Common Stock Fund
- Participant Directed:
Harsco Common Stock Fund, Income Accumulation
Fund, Fidelity Magellan Fund, S&P 500 Fund,
International Equity Fund, Asset Allocation Fund,
AIM Constellation Fund, Templeton Foreign Fund,
Bond Index Fund and Participant Loans 6
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 7
Statement of Changes in Net Assets Available for Benefits with Fund
Information for the year ended:
December 31, 1996 - Non-Participant Directed:
Harsco Common Stock Fund
- Participant Directed:
Harsco Common Stock Fund, Income Accumulation
Fund, Fidelity Magellan Fund, S&P 500 Fund,
International Equity Fund, Asset Allocation Fund,
AIM Constellation Fund, Templeton Foreign Fund,
Bond Index Fund, Participant Loans, and Fixed
Income Fund 8
Notes to Financial Statements 9-14
Supplemental Schedules:
Assets Held for Investment Purposes as of December 31, 1996 - 27(a)* 15
Reportable Transactions for the year ended December 31, 1996 - 27(d)* 16
* Refers to item numbers in Form 5500 (Annual Return/Report of Employee
Benefit Plan) for the plan year ended December 31, 1996.
</TABLE>
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<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.
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, 1996 and 1995, and the changes in net assets available for benefits
for the year ended December 31, 1996 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.
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<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
May 22, 1997
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<PAGE> 6
HARSCO CORPORATION SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1996
<TABLE>
<CAPTION>
Non-Participant
Directed Participant Directed
--------------- -------------------------------------------------------------
Harsco Harsco
Common Common Income Fidelity S & P
Stock Stock Accumulation Magellan 500
Total Fund Fund Fund Fund Fund
------------- ---------- ---------- ------------ ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments, at fair value:
Harsco Corporation 1,201,791
shares of common stock $ 82,322,684 $ 43,680,416 $ 38,642,268 $ -- $ -- $ --
Mutual Funds 52,510,711 -- -- 13,225,029 13,935,293 12,354,701
Short-term investments 1,668,204 961,094 596,276 -- 110,834 --
Participant loans 6,998,864 -- -- -- -- --
------------- ------------ ------------ ----------- ------------ -----------
Total investments 143,500,463 44,641,510 39,238,544 13,225,029 14,046,127 12,354,701
------------- ------------ ------------ ----------- ------------ -----------
Contributions Receivable:
Employer's 44,757 44,757 -- -- -- --
Participants' 79,926 -- 18,527 7,683 17,328 10,896
Interest Receivable 214 106 94 -- 14 --
------------- ------------ ------------ ----------- ------------ -----------
Total receivables 124,897 44,863 18,621 7,683 17,342 10,896
------------- ------------ ------------ ----------- ------------ -----------
Total assets 143,625,360 44,686,373 39,257,165 13,232,712 14,063,469 12,365,597
Liabilities
Securities Purchased (600,689) (306,014) (270,718) -- (23,957) --
------------- ------------ ------------ ----------- ------------ -----------
Net assets available for
benefits $ 143,024,671 $ 44,380,359 $ 38,986,447 $13,232,712 $ 14,039,512 $12,365,597
============= ============ ============ =========== ============ ===========
<CAPTION>
Participant Directed
----------------------------------------------------------------------------------------------------
International Asset AIM Templeton Bond
Equity Allocation Constellation Foreign Index Participant
Fund Fund Fund Fund Fund Loans
------------- ------------ ------------- ------------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments, at fair value:
Harsco Corporation 1,201,791
shares of common stock $ -- $ -- $ -- $ -- $ -- $ --
Mutual Funds 2,035,760 8,231,690 1,901,144 602,453 224,641 --
Short-term investments -- -- -- -- -- --
Participant loans -- -- -- -- -- 6,998,864
---------- ---------- ---------- -------- -------- ----------
Total investments 2,035,760 8,231,690 1,901,144 602,453 224,641 6,998,864
---------- ---------- ---------- -------- -------- ----------
Contributions Receivable:
Employer's -- -- -- -- -- --
Participants' 3,453 12,073 6,211 2,278 1,477 --
Interest Receivable -- -- -- -- -- --
---------- ---------- ---------- -------- -------- ----------
Total receivables 3,453 12,073 6,211 2,278 1,477 --
---------- ---------- ---------- -------- -------- ----------
Total assets 2,039,213 8,243,763 1,907,355 604,731 226,118 6,998,864
Liabilities
Securities Purchased -- -- -- -- -- --
---------- ---------- ---------- -------- -------- ----------
Net assets available for
benefits $2,039,213 $8,243,763 $1,907,355 $604,731 $226,118 $6,998,864
========== ========== ========== ======== ======== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
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<PAGE> 7
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
Stock Stock Income Magellan
Total Fund Fund Fund Fund
------------- ------------ ------------ ----------- -----------
<S> <C> <C> <C> <C> <C>
Assets
Investments, at fair value:
Harsco Corporation
1,238,548 shares of
common stock $ 69,909,844 $ 35,979,101 $ 33,930,743 $ -- $ --
Mutual Funds 30,279,749 -- -- -- 13,345,571
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
------------- ------------ ------------ ----------- -----------
Contributions Receivable:
Employer's 48,004 48,004 -- -- --
Participants' 62,960 -- 33,644 6,677 3,140
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
------------- ------------ ------------ ----------- -----------
Total assets 118,266,926 36,365,486 34,283,504 11,994,212 13,593,697
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
============= ============ ============ =========== ===========
<CAPTION>
Participant - Directed
-------------------------------------------------------------
S & P International Asset
500 Equity Allocation Participant
Fund Fund Fund Loans
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Assets
Investments, at fair value:
Harsco Corporation
1,238,548 shares of
common stock $ -- $ -- $ -- $ --
Mutual Funds 8,646,887 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 8,646,887 1,683,320 6,603,971 5,076,350
---------- ---------- ---------- ----------
Contributions Receivable:
Employer's -- -- -- --
Participants' 6,927 4,206 8,366 --
Interest Receivable -- -- -- --
Securities Sold -- -- -- --
---------- ---------- ---------- ----------
Total receivables 6,927 4,206 8,366 --
---------- ---------- ---------- ----------
Total assets 8,653,814 1,687,526 6,612,337 5,076,350
Liabilities
Securities Purchased -- -- -- --
Net assets available for
---------- ---------- ---------- ----------
benefits $8,653,814 $1,687,526 $6,612,337 $5,076,350
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
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<PAGE> 8
HARSCO CORPORATION SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1996
<TABLE>
<CAPTION>
Non-Participant
Directed Participant Directed
------------ ------------------------------
Harsco Harsco
Common Common Income
Stock Stock Accumulation
Total Fund Fund Fund
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Additions to net assets attributed
to:
Investment income
Net appreciation/
(depreciation) in the fair
value of investments $ 14,787,489 $ 6,431,343 $ 5,886,269 $ --
Dividends 4,027,896 957,565 847,118 --
Interest - collective
investment fund 543,130 -- -- 543,130
Interest - short-term
investments 184,850 28,733 14,418 --
Interest - group annuity
contracts 693 -- -- --
Interest - participant loans 555,726 -- -- --
------------ ----------- ------------ -----------
20,099,784 7,417,641 6,747,805 543,130
Cash Contributions:
Employer's 3,778,875 3,778,875 -- --
Participant's 12,979,321 -- 4,214,668 1,140,450
------------ ----------- ------------ -----------
Total additions 36,857,980 11,196,516 10,962,473 1,683,580
------------ ----------- ------------ -----------
Deductions:
Deductions from net assets
attributed to Employee
withdrawals 12,041,737 3,354,329 3,111,495 1,076,772
------------ ----------- ------------ -----------
Net increase/(decrease)
prior to Interfund
transfers 24,816,243 7,842,187 7,850,978 606,808
Interfund transfers -- 188,709 (3,105,560) 12,625,904
------------ ----------- ------------ -----------
Net increase/(decrease) 24,816,243 8,030,896 4,745,418 13,232,712
Net assets available for benefits:
December 31, 1995 118,208,428 36,349,463 34,241,029 --
------------ ----------- ------------ -----------
December 31, 1996 $143,024,671 $44,380,359 $ 38,986,447 $13,232,712
============ =========== ============ ===========
<CAPTION>
Participant Directed
--------------------------------------------------------------------
Fidelity S & P International Asset
Magellan 500 Equity Allocation
Fund Fund Fund Fund
------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
Additions to net assets attributed
to:
Investment income
Net appreciation/
(depreciation) in the fair
value of investments $ (641,153) $ 2,127,009 $ 102,553 $ 817,477
Dividends 2,137,795 -- -- --
Interest - collective
investment fund -- -- -- --
Interest - short-term
investments 3,217 -- -- --
Interest - group annuity
contracts -- -- -- --
Interest - participant loans -- -- -- --
------------ ----------- ----------- -----------
1,499,859 2,127,009 102,553 817,477
Cash Contributions:
Employer's -- -- -- --
Participant's 2,644,999 2,136,732 501,205 1,392,799
------------ ----------- ----------- -----------
Total additions 4,144,858 4,263,741 603,758 2,210,276
------------ ----------- ----------- -----------
Deductions:
Deductions from net assets
attributed to Employee
withdrawals 840,558 1,154,582 125,559 574,783
------------ ----------- ----------- -----------
Net increase/(decrease)
prior to Interfund
transfers 3,304,300 3,109,159 478,199 1,635,493
Interfund transfers (2,858,485) 602,624 (126,512) (4,067)
------------ ----------- ----------- -----------
Net increase/(decrease) 445,815 3,711,783 351,687 1,631,426
Net assets available for benefits:
December 31, 1995 13,593,697 8,653,814 1,687,526 6,612,337
------------ ----------- ----------- -----------
December 31, 1996 $ 14,039,512 $12,365,597 $ 2,039,213 $ 8,243,763
============ =========== =========== ===========
<CAPTION>
Participant Directed
-----------------------------------------------------------------------------
AIM Templeton Bond Fixed
Constellation Foreign Index Participant Income
Fund Fund Fund Loans Fund
---------- -------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed
to:
Investment income
Net appreciation/
(depreciation) in the fair
value of investments $ 30,134 $ 27,941 $ 5,916 $ -- $ --
Dividends 64,183 21,235 -- -- --
Interest - collective
investment fund -- -- -- -- --
Interest - short-term
investments -- -- -- -- 138,482
Interest - group annuity
contracts -- -- -- -- 693
Interest - participant loans -- -- -- 555,726 --
---------- -------- -------- ---------- ------------
94,317 49,176 5,916 555,726 139,175
Cash Contributions:
Employer's -- -- -- -- --
Participant's 421,835 155,655 80,381 -- 290,597
---------- -------- -------- ---------- ------------
Total additions 516,152 204,831 86,297 555,726 429,772
---------- -------- -------- ---------- ------------
Deductions:
Deductions from net assets
attributed to Employee
withdrawals 29,506 8,264 554 481,573 1,283,762
---------- -------- -------- ---------- ------------
Net increase/(decrease)
prior to Interfund
transfers 486,646 196,567 85,743 74,153 (853,990)
Interfund transfers 1,420,709 408,164 140,375 1,848,361 (11,140,222)
---------- -------- -------- ---------- ------------
Net increase/(decrease) 1,907,355 604,731 226,118 1,922,514 (11,994,212)
Net assets available for benefits:
December 31, 1995 -- -- -- 5,076,350 11,994,212
---------- -------- -------- ---------- ------------
December 31, 1996 $1,907,355 $604,731 $226,118 $6,998,864 $ --
========== ======== ======== ========== ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
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<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. Effective August 1, 1996, new employees deemed
an Eligible Employee under this plan are eligible to participate in the
plan immediately upon their hire date. Prior to August 1, 1996, employees
must have completed at least one thousand (1,000) hours of service during
the twelve (12) month period beginning with the date of commencement of
their employment to be considered 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
$9,500. 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.
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<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.
Custom fund fees related to the Harsco Common Stock Fund and the
Fidelity Magellan Fund are paid by the Company. Investment management
fees related to the Fidelity Magellan Fund, the S&P 500 Fund, the
International Equity Fund, the Asset Allocation Fund, the AIM
Constellation Fund, and the Templeton Foreign Fund are paid by the Plan
Participants. Participant directed investment fund change fees (not in
excess of four changes per plan year) and Plan record keeping fees
are paid by the Company.
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 7.19% to 10.0% during 1996. 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 Common Trust Funds with Wells Fargo Bank, N. A. are stated at fair
value, which represents the closing price of the fund on the last trading
day of the calendar year. Shares in the Income Accumulation Fund, the
Fidelity Magellan Fund, the S&P 500 Mutual Fund, the International Equity
Fund, the Asset Allocation Fund, the AIM Constellation Fund, the
Templeton Foreign Fund, and the Bond Index Fund, are all stated at fair
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 BZW Barclays Global Investors Money Market Fund, which
are stated at fair value.
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.
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.
- 11 -
<PAGE> 12
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 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 variable rate for a
specified period of time in accordance with the terms of the
agreement. The 1995 and 1996 Fixed Income Fund Average Rate of
Returns were 6.19% and 5.80%, respectively. This fund was
terminated as an investment option on January 1, 1996 and all
shares in this fund were sold and all proceeds were used to
purchase shares in the Income Accumulation Fund.
(3) Income Accumulation Fund - (consisting of investments purchased
with participants' contributions): a fund consisting of
investments in guaranteed investment contracts and synthetic
guaranteed investment contracts that are individually negotiated
between the Fund manager and the insurance companies and banks
that issue them.
(4) 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.
(5) 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.
(6) 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.
- 12 -
<PAGE> 13
NOTES TO FINANCIAL STATEMENTS OF SAVINGS PLAN, continued
3. Investment Programs: (Continued)
(7) 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 the BZW Barclays Global Investors Money Market Fund.
(8) AIM Constellation Fund - (consisting of investments purchased with
participants' contributions): a fund consisting of investments in
common stocks with emphasis on medium-sized and smaller emerging
growth companies which is managed by AIM Management Group Inc.,
Houston, Texas. This fund was offered as a new investment option
starting April 1, 1996.
(9) Templeton Foreign Fund - (consisting of investments purchased with
participants' contributions): a fund consisting of investment in
stocks and debt obligations of companies and governments outside
the U.S. which is managed by Templeton Funds, Inc., St.
Petersburg, Florida. This fund was offered as a new investment
option starting April 1, 1996.
(10) Bond Index Fund - (consisting of investments purchased with
participants' contributions): a fund consisting of investments in
domestic bonds issued by the U.S. Treasury, U.S. government
agencies, and high-quality bonds issued by U.S. corporations. This
fund was offered as a new investment option starting April 1,
1996.
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 5,032 participants at December 31, 1996 who participated in
one or more of the nine investment funds. At December 31, 1996 the number
of participants selecting each of the investment funds for their
contributions was as follows:
<TABLE>
<S> <C>
Harsco Corporation Common Stock Fund......... 4,959
Income Accumulation Fund..................... 1,981
Fidelity Magellan Fund....................... 2,489
S & P 500 Stock Fund......................... 2,393
International Equity Fund.................... 859
Asset Allocation Fund........................ 1,612
AIM Constellation Fund....................... 531
Templeton Foreign Fund....................... 255
Bond Index Fund.............................. 181
</TABLE>
4. 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.
5. Harsco Corporation Common Stock Split:
On November 19, 1996, the Board of Directors declared a two-for-one stock
split on the Company's common stock. One additional share was issued for
each share of common stock held by shareholders of record as of the close
of business on January 15, 1997. New shares were distributed on February
14, 1997. The effect of the stock split has not been retroactively
reflected in the Statement of Net Assets Available for Benefits with Fund
Information for the years ended 1996 and 1995, respectively.
- 14 -
<PAGE> 15
HARSCO CORPORATION SAVINGS PLAN
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
FORM 5500
December 31, 1996
<TABLE>
<CAPTION>
(a) (e)
Party Shares or (b) (d) Current
In Interest Units Identity of Issue Cost Value
- ----------- ----- ----------------- ---- -----
<S> <C> <C> <C> <C>
Common Stock:
* 1,201,791 Harsco Corp. Common Stock, par value $1.25 $ (2) $ 82,322,684
-------------
Total Common Stock 82,322,684
-------------
N/A Participant Loans (1) -0- 6,998,864
Mutual Funds:
928,127 Fidelity Magellan Fund (2) 13,935,293
* 1,006,425 Income Accumulation Fund 13,225,029 13,225,029
* 446,502 S & P 500 Fund 10,347,467 12,354,701
* 144,380 International Equity Fund 1,944,837 2,035,760
* 382,691 Asset Allocation Fund 7,439,470 8,231,690
75,263 Aim Constellation Fund 1,881,863 1,901,144
58,152 Templeton Foreign Fund 574,752 602,453
* 15,313 Bond Index Fund 219,942 224,641
-------------
Total Mutual Funds 52,510,711
-------------
* N/A Short-Term Investments - BZW Barclays 1,668,204 1,668,204
-------------
Global Investors Money Market Fund
Total Assets Held for Investment Purposes $ 143,500,463
=============
</TABLE>
(1) Participant Loans do not exceed five years to maturity and interest rates
charged during 1996 ranged from 7.19% to 10.0%.
(2) The historical cost information was not available from the trustee or
custodian due to the cumulative nature of the costs in these funds.
- 15 -
<PAGE> 16
HARSCO CORPORATION SAVINGS PLAN
LINE 27d - SCHEDULE OF REPORTABLE (5%) TRANSACTIONS
FORM 5500
For the year ended December 31, 1996
<TABLE>
<CAPTION>
(iii), (iv)
(i), (ii) Total Dollar
(a) (b) Total Number of Value of (v)
Identity of Description Purchases (P) Purchases Net Gain or
party involved of Asset and/or Sales (S) and/or Sales (Loss)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Harsco Corporation, Harsco Common (P) 132 $ 6,378,378 $ -
plan sponsor Stock Fund (S) 122 $ 8,057,735 $ 3,074,478
Harsco Corporation Fixed Income (P) 22 $ 1,069,326 $ -
plan sponsor Fund (S) 37 $ 13,196,015 $ -
Harsco Corporation Income Accumulation (P) 110 $ 14,812,932 $ -
plan sponsor Fund (S) 86 $ 2,131,033 $ -
</TABLE>
- 16 -
<PAGE> 17
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 /s/ R. C. Hawkins
---------------------------------
R. C. Hawkins, Chairman
Plan Administrative Committee
May 29, 1997
- 17 -
<PAGE> 18
HARSCO CORPORATION SAVINGS PLAN
Annual Report on Form 11-K
for the year ended December 31, 1996
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Data Required Location in 11-K
- ------ ------------- ----------------
<S> <C> <C>
1 Consent of Independent Accountants Page 19
2 Participant's Statement of Account Pages 20 to 23
3 Appendix "B" to Harsco Page 24 to 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>
-18-
<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 May 22, 1997, on our audits of the net assets available for benefits of
the Harsco Corporation Savings Plan as of December 31, 1996 and 1995, and the
changes in net assets available for benefits for the year ended December 31,
1996. Our report, which includes 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.
Philadelphia, Pennsylvania
May 29, 1997
-19-
<PAGE> 1
EXHIBIT 2
[HARSCO CORPORATION LOGO]
HARSCO CORPORATION SAVINGS PLAN
Participant Name
Participant Address
QUESTIONS? 800-776-4015
Outside USA 415-396-4015
TDD for hearing impaired 800-772-6009
Social Security
Birthdate
Hire Date
Adjusted Hire Date
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
ACCOUNT AT A GLANCE For the Period JANUARY 1, 1996
through DECEMBER 31, 1996
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
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 Fund 0%
S&P 500 Stock 0%
Income Accumulation 0%
Harsco Fidelity Magellan 0%
International Equity 0%
Templeton Foreign 0%
Bond Index 0%
AIM Constellation 0%
Vested balance $0.00
TOTAL RETURN ON YOUR INVESTMENTS
3 months ending December 31, 1996 0%
6 months ending December 31, 1996 0%
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CONTRIBUTIONS
- -----------------------------------------------------------------------------------------------------------------------------------
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>
-20-
<PAGE> 2
EXHIBIT 2
Participant Name
January 1, 1996 through December 31, 1996
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
ACCOUNT ACTIVITY
- ---------------------------------------------------------------------------------------------------------------------------------
AIM ASSET BOND INCOME FIDELITY
IN TRANSIT CONSTELLATION ALLOCATION INDEX ACCUMULATION MAGELLAN
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BEGINNING BALANCE $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
CONTRIBUTIONS 0.00 0.00 0.00 0.00 0.00 0.00
FUND TRANSFERS 0.00 0.00 0.00 0.00 0.00 0.00
DISBURSEMENTS 0.00 0.00 0.00 0.00 0.00 0.00
DIVIDEND/INCOME PAID 0.00 0.00 0.00 0.00 0.00 0.00
CAPITAL GAINS PAID 0.00 0.00 0.00 0.00 0.00 0.00
FUNDS GAIN/LOSS 0.00 0.00 0.00 0.00 0.00 0.00
LOAN PAYMENTS 0.00 0.00 0.00 0.00 0.00 0.00
LOAN ADJUSTMENTS 0.00 0.00 0.00 0.00 0.00 0.00
INTEREST EARNED 0.00 0.00 0.00 0.00 0.00 0.00
FEES 0.00 0.00 0.00 0.00 0.00 0.00
FORFEITURES 0.00 0.00 0.00 0.00 0.00 0.00
ADJUSTMENTS 0.00 0.00 0.00 0.00 0.00 0.00
PURCHASES 0.00 0.00 0.00 0.00 0.00 0.00
REDEMPTIONS 0.00 0.00 0.00 0.00 0.00 0.00
--------------------------------------------------------------------------------------------------
ENDING BALANCE $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
</TABLE>
<TABLE>
<CAPTION>
HARSCO
INTERNATIONAL S&P 500 TEMPLETON STOCK EMPLOYEE
EQUITY STOCK FOREIGN FUND LOAN TOTALS
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BEGINNING BALANCE $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
CONTRIBUTIONS 0.00 0.00 0.00 0.00 0.00 0.00
FUND TRANSFERS 0.00 0.00 0.00 0.00 0.00 0.00
DISBURSEMENTS 0.00 0.00 0.00 0.00 0.00 0.00
DIVIDEND/INCOME PAID 0.00 0.00 0.00 0.00 0.00 0.00
CAPITAL GAINS PAID 0.00 0.00 0.00 0.00 0.00 0.00
FUNDS GAIN/LOSS 0.00 0.00 0.00 0.00 0.00 0.00
LOAN PAYMENTS 0.00 0.00 0.00 0.00 0.00 0.00
LOAN ADJUSTMENTS 0.00 0.00 0.00 0.00 0.00 0.00
INTEREST EARNED 0.00 0.00 0.00 0.00 0.00 0.00
FEES 0.00 0.00 0.00 0.00 0.00 0.00
FORFEITURES 0.00 0.00 0.00 0.00 0.00 0.00
ADJUSTMENTS 0.00 0.00 0.00 0.00 0.00 0.00
PURCHASES 0.00 0.00 0.00 0.00 0.00 0.00
REDEMPTIONS 0.00 0.00 0.00 0.00 0.00 0.00
--------------------------------------------------------------------------------------------------
ENDING BALANCE $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
</TABLE>
-21-
<PAGE> 3
EXHIBIT 2
<TABLE>
<CAPTION>
FUND PERFORMANCE SUMMARY Returns for periods ending DECEMBER 31, 1996
AVERAGE ANNUAL TOTAL RETURNS
INVESTMENTS THIS JAN 1 SINCE
IN YOUR PLAN QUARTER TO DATE 1 YEAR 3 YEAR 5 YEAR 10 YEAR INCEPTION *
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
STOCK FUNDS
AIM Constellation(3) 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Harsco Fidelity Magellan(2) 0.00 0.00 0.00 0.00
Harsco Stock Fund(2) 0.00 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
Templeton Foreign(3) 0.00 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
Bond Index(1) 0.00 0.00 0.00 0.00 0.00 0.00
Income Accumulation(1) 0.00 0.00 0.00 0.00 0.00 0.00
</TABLE>
* Returns since inception for the funds in existence less than one year are not
annualized.
FUND DESCRIPTIONS
These graphs represent two kinds of potential: stability and appreciation. They
are based solely on the investment objective of the fund and do not represent
actual or implied performance.
[GRAPH]
high STABILITY EXAMPLE
refers to the fund's potential
to maintain a stable value
low over shorter periods of time.
[GRAPH]
high APPRECIATION EXAMPLE
refers to the fund's potential
to increase in value over
low longer periods of time.
(1)COLLECTIVE TRUST FUNDS
ASSET ALLOCATION
Invests in three asset classes: common stocks, U.S. Treasury bonds and money
market instruments. As the expected risk and return of these asset classes
change over time, the fund adjusts its mix in pursuit of a higher total return
consistent with reasonable risk.
[ASSET ALLOCATION GRAPHS]
- - Stability Graph has light grey shading extending from the bottom up to
approximately the mid-point of the graph.
- - Appreciation Graph has black shading extending from the bottom to
approximately three-fifths up the graph.
BOND INDEX
Seeks to achieve a total rate of return equal to the total rate of return of all
outstanding U.S. Government and high-grade corporate bonds.
[BOND INDEX GRAPHS]
- - Stability Graph has light grey shading extending from the bottom to
approximately three-quarters up the graph.
- - Appreciation Graph has black shading extending from the bottom to
approximately one-quarter up the graph.
INCOME ACCUMULATION
Seeks to provide income without significant principal volatility. The fund
invests in guaranteed investment contracts (GIC's), short-term, fixed-income
securities and money market instruments.
[INCOME ACCUMULATION GRAPHS]
- - Stability Graph has light grey shading extending from the bottom to
approximately three-quarters up the graph.
- - Appreciation Graph has black shading extending from the bottom to
approximately one-fifth up the graph.
INTERNATIONAL EQUITY
Seeks to approximate the capitalization-weighted total rate of return of markets
for international equity securities traded outside the U.S.
[INTERNATIONAL EQUITY GRAPHS]
- - Stability Graph has light grey shading extending from the bottom to
approximately one-fifth up the graph.
- - Appreciation Graph has black shading extending from the bottom to
approximately three-fifths 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 GRAPHS]
- - Stability Graph has light grey shading extending from the bottom to
approximately one fifth up the graph.
- - Appreciation Graph has black shading extending from the bottom to
approximately three-quarters up the graph.
(2)CUSTOM FUNDS
HARSCO FIDELITY MAGELLAN
Seeks capital appreciation by investing primarily in common stocks and
securities convertible into common stock of domestic, foreign and multinational
issuers of all sizes that offer potential for growth.
[HARSCO FIDELITY MAGELLAN GRAPHS]
- - Stability Graph has light grey shading extending from the bottom to
approximately one-fifth up the graph.
- - Appreciation Graph has black shading extending from the bottom to
approximately three quarters up the graph.
HARSCO STOCK FUND
Invests principally in the common stock of Harsco Corporation. Units of the fund
are valued on the basis of the market value of Harsco Corporation common stock.
[HARSCO STOCK FUND GRAPHS]
- - Stability Graph has light grey shading extending from the bottom to
approximately one-sixth up the graph.
- - Appreciation Graph has black shading extending from the bottom to
approximately three-quarters up the graph.
-22-
<PAGE> 4
EXHIBIT 2
(3) REGISTERED MUTUAL FUNDS
AIM CONSTELLATION
Aggressively seeks capital appreciation by investing principally in common
stocks, with emphasis on medium-sized and smaller emerging growth companies.
Fund inception 04/30/76.
[AIM CONSTELLATION FUND GRAPHS]
- - Stability Graph has light grey shading extending from the bottom to
approximately one-tenth up the graph.
- - Appreciation Graph has black shading extending from the bottom to
approximately four-fifths up the graph.
TEMPLETON FOREIGN (I)
Seeks long-term capital growth through a flexible policy of investing in stocks
and debt obligations of companies and governments outside of the U. S. Fund
inception 10/05/82.
[TEMPLETON FOREIGN FUND GRAPHS]
- - Stability Graph has light grey shading extending from the bottom to
approximately one-sixth up the graph.
- - Appreciation Graph has black shading extending from the bottom to
approximately three-quarters up the graph.
IMPORTANT FUND INFORMATION
FOR ALL FUNDS
INVESTMENT RISK: Funds are not FDIC insured, are not obligations
or deposits of Barclays Global Investors, N.A. ("BGI"), are not guaranteed by
BGI and involve investment risk, including possible loss of principal. The
principal and yield of fund shares or participations will fluctuate with changes
in market conditions so that an Investor's shares or participations, when
redeemed, may be worth more or less than their original cost. Past performance
is no guarantee of future results.
RETURNS: Total return figures are provided by the fund administrator. These
numbers are believed to be reliable but are unaudited and subject to revision.
To secure revised returns or to obtain prospectuses, call 1-800-776-4015.
Returns for periods over one year are annualized.
AUTOMATED VOICE ANSWERLINE: To use the automated voice answer line, call
1-800-776-4015 and follow the instructions.
FOR COLLECTIVE TRUST FUNDS
SOURCE: Collective trust funds are unregistered
collective investment funds that are maintained and offered by Barclays Global
Investors.
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 value.
RETURNS PRIOR TO INCEPTION: Daily fund inception dates vary; collective fund
returns prior to inception are principally for less-frequently-valued funds with
substantially similar investment strategies and have been adjusted for
management fees and estimated fund expenses. See individual fund fact sheets for
details. Results of a daily-valued fund may vary from those of a
less-frequently-valued fund.
FOR COMPANY CUSTOM FUNDS
SOURCE: Company custom funds are unregistered custom
separate accounts maintained by Barclays Global Investors and offered as an
investment option by the plan sponsor.
RETURNS: All income is reinvested in the funds and is reflected in the unit
value. Daily fund inception dates vary.
UNIT VALUE: The fund unit value and performance of a custom fund which is based
on an underlying mutual fund differs from the net asset value and performance of
the underlying mutual fund due to fees, expenses and crediting of income to
units rather than purchase of additional shares. The custom fund also maintains
cash holdings which may further contribute toward differences in performance
between fund units and the underlying mutual fund NAV.
HARSCO STOCK FUND: The fund maintains cash holdings which may account
for the differences in performance between fund units and common shares.
FOR REGISTERED MUTUAL FUNDS
PROSPECTUSES: You may obtain a fund prospectus by
calling 1-800-776- 4015. The prospectus contains more complete information,
including charges and expenses. Please read it carefully before investing.
NON-AFFILIATION: The company sponsoring the plan through which these funds are
made available is not affiliated with any of the sponsor/distributors discussed
below.
RETURNS: Total return figures represent the change in value of an investment
over the specified periods and assume the reinvestment of dividends and capital
gains distributions.
RETURNS SINCE INCEPTION: Returns since inception for funds in existence less
than one year are not annualized; for funds in existence one year or longer,
average annual returns are given. Returns since inception are required for
mutual funds. Since the mutual funds may have existed for differing periods of
time, their returns since inception may not be comparable. NAV INFORMATION: Fund
net asset values are reported daily in most newspapers.
FOR AIM MUTUAL FUNDS
SPONSOR/DISTRIBUTOR: The AIM Constellation Fund is a mutual
fund advised by A I M Distributors, Inc. The fund is not affiliated with
Barclays Global Investors. Information for the AIM Constellation Fund provided
by A I M Distributors, Inc.
EFFECT OF FEES ON PERFORMANCE: All total return calculations do not include the
maximum initial 5.5% sales charge. Investors in qualifying 401(k) plans purchase
shares and reinvest dividends and capital gains distributions at net asset
value, whereas investors outside the qualified plan must generally pay sales
charges as discussed in the fund's prospectus. For the period ending 12/31/96,
the annualized returns for the fund after sales charges were as follows: One
year, 9.87%; 5 years, 15.26%; and 10 years, 18.57%.
FOR TEMPLETON MUTUAL FUNDS
SPONSOR/DISTRIBUTOR: The Templeton Foreign Fund (I)
is advised by Templeton, Galbraith & Hansberger Ltd. and sponsored by
Franklin/Templeton Distributors, Inc. The fund is not affiliated with Barclays
Global Investors. Information for the Templeton Foreign Fund is provided by
Templeton Franklin Services, Inc.
INVESTMENT RISK: The Templeton Foreign Fund (I)'s share price and return will
fluctuate with market conditions, currencies, and the economic and political
climates where investments are made. These special risk considerations are
discussed in the prospectus.
EFFECT OF FEES ON PERFORMANCE: All total return calculations do not include the
maximum initial 5.75% sales charge. Investors in qualifying 401(k) plans
purchase shares and reinvest dividends and capital gains distributions at net
asset value, whereas investors outside the qualified plan must generally pay
sales charges as discussed in the fund's prospectus. Some plan-specific fees and
charges may apply. For the period ending 12/31/96, the annualized returns for
the fund after sales charges were as follows: One year, 11.21%; 5 years, 11.17%;
and 10 years, 14.49%. A 12b-1 plan was implemented May 1, 1994 which will affect
performance.
TRADEMARKS - S&P(R) S&P 500(R) and S&P MidCap 400(R) are trademarks of The
McGraw-Hill Companies, Inc. and have been licensed for use by MasterWorks Funds
Inc. and BZW Barclays Global Investors. The funds are not sponsored, endorsed,
sold or promoted by S&P, and S&P makes no representation or warranty, express or
implied regarding the advisability of investing in the funds.
-23-
<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 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 (FRM)
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)
United Steelworkers of America July 1, 1995
Local Union No. 2176
Plant 1, Gadsden, AL (HKT)
United Steelworkers of America July 1, 1996
Local Union No. 6641
Plant 4 & 6, Warren, OH (HKT)
United Steelworkers of America July 1, 1996
Local Union No. 2956
Plant 20, Ashland, KY (HKT)
Plant 39, Coalton, KY (HKT)
United Steelworkers of America
Local Union No. 8628
Plant 21, Brackenridge, PA (HKT) July 1, 1996
Plant 96, Slippery Rock, PA (HKT) July 1, 1987
United Steelworkers of America July 1, 1996
Local Union No. 7372-01
Plant 23, Owensboro, KY (HKT)
</TABLE>
-24-
<PAGE> 2
EXHIBIT 3
HARSCO CORPORATION SAVINGS PLAN
APPENDIX "B"
COLLECTIVE BARGAINING UNITS
<TABLE>
<CAPTION>
<S> <C>
United Steelworkers of America July 1, 1996
Local Union No. 4775
Plant 27, Riverdale, IL (HKT)
United Steelworkers of America July 1, 1996
Local Union No. 9048
Plant 36, Mansfield, OH (HKT)
United Steelworkers of America July 1, 1996
Local Union No. 9305
Plant 53, Koppel, PA (HKT)
International Union of Operating Engineers July 1, 1985
Local Union No. 66
Plant 16, Lyndora, PA (HKT)
International Union of Operating Engineers July 1, 1990
Local Union No. 101
Plant 19, Kansas City, MO (HKT)
</TABLE>
-25-
