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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event) March 4, 1998
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HARSCO CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-3970 23-1483991
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification
Number)
Camp Hill, Pennsylvania 17001-8888
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (717) 763-7064
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ITEM 5. Other Events.
On March 4, 1998, Harsco Corporation and UK-based Faber Prest Plc announced that
they have agreed to a recommended tender offer under which Harsco will offer to
purchase, for cash, all of the outstanding common stock of Faber Prest for
(British pound)5.00 (approximately $8.20) per share plus interim dividends of
8.5 pence per share (approximately $0.14).
Assuming the exercise of certain outstanding employee options, the offer is
valued at approximately (British pound)58 million ($95 million). The offer is
conditioned on the tender of ninety percent of the outstanding shares of Faber
Prest's common stock, as well as certain other conditions and regulatory
approvals.
Headquartered in Newbury, Berkshire, UK, Faber Prest provides a range of on-site
slag processing and material handling services to worldwide steel producers, as
well as integrated logistics and transportation services to the steel industry
and other markets. Faber Prest provides services in ten countries, and conducts
its operations through two divisions, SR Industrial Services and FP Steel
Distribution, which together employ approximately 1,500 people. Harsco plans to
combine Faber Prest with Harsco's Heckett MultiServ Division. For the year ended
September 30, 1997, Faber Prest recorded sales of (British pound)84 million
(approximately $137 million) and net profit after tax of
(British pound)4.5 million (approximately $7.4 million).
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HARSCO CORPORATION FORM 8-K
Item 7(c) Exhibits
Exhibit Document
Number Pages
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99 Press release of the Company 1-2
dated March 4, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HARSCO CORPORATION
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(Registrant)
Date: March 11, 1998 By:
-------------- /s/ Salvatore D. Fazzolari
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Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Document
Number Pages
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99 Press release of the Company 1-2
dated March 4, 1998.
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[HARSCO LOGO]
Contact: Kenneth Julian (Media) Eugene Truett (Analysts)
(717) 730-3683 (717) 975-5677
[email protected]
FOR IMMEDIATE RELEASE
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HARSCO OFFERS TO ACQUIRE FABER PREST Plc;
ACQUISITION TO EXPAND HARSCO'S
METAL RECLAMATION AND MILL SERVICES GROUP
HARRISBURG, PA - (March 4, 1998). . . Harsco Corporation (NYSE: HSC) and
UK-based Faber Prest Plc (LSE: FBP) announced today that they have agreed to a
recommended tender offer under which Harsco will offer to purchase, for cash,
all of the outstanding common stock of Faber Prest for (British pound)5.00
(approximately $8.20) per share plus interim dividends of 8.5 pence per share
(approximately $0.14).
Assuming the exercise of certain outstanding employee options, the offer is
valued at approximately (British pound)58 million ($95 million). The offer is
conditioned on the tender of ninety percent of the outstanding shares of Faber
Prest's common stock, as well as certain other conditions and regulatory
approvals.
Headquartered in Newbury, Berkshire, UK, Faber Prest provides a range of on-site
slag processing and material handling services to worldwide steel producers, as
well as integrated logistics and transportation services to the steel industry
and other markets. Faber Prest provides services in ten countries, and conducts
its operations through two divisions, SR Industrial Services and FP Steel
Distribution, which together employ approximately 1,500 people. Harsco plans
to merge Faber Prest with Harsco's Heckett MultiServ Division. For the year
ended 30 September 1997, Faber Prest recorded sales of
(British pound)84 million (approximately $137 million) and net profit after
tax of (British pound)4.5 million (approximately $7.4 million).
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Commenting on the acquisition, Harsco's Chairman and CEO Derek C. Hathaway said,
"This move will further consolidate our worldwide competitive leadership in
on-site, long-term contractual services to the steel industry and other metal
producers. We expect the acquisition of Faber Prest to be accretive to earnings
in the first full year under Harsco's control."
"We will continue to invest for growth in our existing core businesses and give
consideration to appropriate acquisition candidates where clear and certain
value-adding benefits will result. Recently announced acquisitions will, on an
annualized basis, contribute some $300 million in top line expansion."
Harsco Corporation is a diversified, global provider of industrial services and
engineered products. The company reported 1997 sales of $1.63 billion. Harsco's
eight divisions employ more than 14,600 people at over 300 locations in 31
countries.
Safe Harbor Statement
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The nature of Harsco's operations and the many countries in which it operates
subject it to changing economic, competitive, regulatory, and technological
conditions, risks, and uncertainties. In accordance with the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995, Harsco
provides the following cautionary remarks regarding important factors which,
among others, could cause future results to differ materially from the
forward-looking statements, expectations and assumptions expressed or implied
herein.
These factors include, but are not limited to: (1) changes in the worldwide
business environment in which Harsco operates, including import, licensing, and
trade restrictions, currency exchange rates, interest rates, and capital costs;
(2) changes in governmental laws and regulations, including taxes; (3) market
and competitive changes, including market demand and acceptance for new
products, services, and technologies; (4) effects of unstable governments and
business conditions in emerging economies; and (5) other risk factors listed
from time to time in Harsco's SEC reports. The Company does not intend to update
this information and disclaims any legal liability to the contrary.
Additional information about Harsco, including the company's latest financial
results and news releases, can be found at Harsco's World Wide Web site at
www.harsco.com, or by Fax at (800)-758-5804, extension 396725.
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