<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 [NO 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, 1998
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
- 1 -
<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 Harsco Corporation 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
Financial Statements:
Statements of Net Assets Available for Benefits with Fund Information:
December 31, 1998 - Non-Participant Directed:
Harsco Common Stock Fund
- Participant Directed:
Harsco Common Stock Fund, Vanguard Index Trust
500 Portfolio, The Putnam Fund for Growth and
Income, Putnam Income Fund, Putnam Voyager
Fund, Putnam New Opportunities Fund, Putnam
Asset Allocation - Growth Portfolio, Putnam
Asset Allocation - Balanced Portfolio, Putnam
Asset Allocation - Conservative Portfolio,
Putnam International Growth Fund, Putnam Money
Market Fund, and Participant Loans 5
December 31, 1997 - 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
Statement of Changes in Net Assets Available for Benefits with Fund
Information for the year ended:
December 31, 1998 - Non-Participant Directed:
Harsco Common Stock Fund
- Participant Directed:
Harsco Common Stock Fund, Vanguard Index Trust
500 Portfolio, The Putnam Fund for Growth and
Income, Putnam Income Fund, Putnam Voyager
Fund, Putnam New Opportunities Fund, Putnam
Asset Allocation - Growth Portfolio, Putnam
Asset Allocation - Balanced Portfolio, Putnam
Asset Allocation - Conservative Portfolio,
Putnam International Growth Fund, Participant
Loans, Putnam Money Market Fund, Putnam S&P 500
Index Fund, Income Accumulation Fund, Fidelity
Magellan Fund, S&P 500 Fund, International
Equity Fund, Asset Allocation Fund, AIM
Constellation Fund, Templeton Foreign Fund, and
Bond Index Fund 7-8
Notes to Financial Statements of Savings Plan 9-16
Supplemental Schedules:
Assets Held for Investment Purposes as of December 31, 1998 - 27(a)* 17
Reportable Transactions for the year ended December 31, 1998 - 27(d)* 18
</TABLE>
* Refers to item numbers in Form 5500 (Annual Return/Report of Employee
Benefit Plan) for the plan year ended December 31, 1998.
- 3 -
<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
To the Plan Administrative Committee
of the Harsco Corporation Savings Plan:
In our opinion, the accompanying financial statements of the Harsco Corporation
Savings Plan ("Plan") listed in the Index on page 3 of this Form 11-K, present
fairly, in all material respects, the net assets available for benefits of the
Plan at December 31, 1998 and December 31, 1997, and the changes in net assets
available for benefits for the year ended December 31, 1998 in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Plan Administrative Committee; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with generally accepted
auditing standards which 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, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were conducted 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 and the statement of changes in
net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for benefits and
changes in net assets available for benefits of each fund. These supplemental
schedules and fund information are the responsibility of the Plan's
Administrative Committee. The supplemental schedules and fund information have
been subjected to the auditing 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.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
June 11, 1999
- 4 -
<PAGE> 5
HARSCO CORPORATION SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1998
<TABLE>
<CAPTION>
Non-Participant
Directed Participant Directed
------------ ---------------------------------------------------------------------
*Harsco *Harsco
Common Common *Vanguard Putnam Fund Putnam *Putnam
Stock Stock Index Trust for Growth Income Voyager
Total Fund Fund 500 Portfolio and Income Fund Fund
----------- ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments, at fair value:
Harsco Corporation 2,547,300
shares of common stock $ 77,533,434 $ 29,435,185 $ 48,098,249 $ -- $ -- $ -- $ --
Mutual Funds 90,394,983 -- -- 27,312,563 3,180,137 2,252,519 20,873,713
Cash 3,724 -- 3,724 -- -- -- --
Participant loans 8,842,449 -- -- -- -- -- --
----------- ------------ ------------ ------------ ------------ ------------ ------------
Total investments 176,774,590 29,435,185 48,101,973 27,312,563 3,180,137 2,252,519 20,873,713
----------- ------------ ------------ ------------ ------------ ------------ ------------
Contributions Receivable:
Employer's 98,117 85,788 12,329 -- -- -- --
Participants' 403,743 -- 138,872 85,486 16,638 7,277 49,830
----------- ------------ ------------ ------------ ------------ ------------ ------------
Total receivables 501,860 85,788 151,201 85,486 16,638 7,277 49,830
------------ ------------ ------------ ------------ ------------ ------------ ------------
Total assets 177,276,450 29,520,973 48,253,174 27,398,049 3,196,775 2,259,796 20,923,543
------------ ------------ ------------ ------------ ------------ ------------ ------------
Net assets available for
benefits $177,276,450 $ 29,520,973 $ 48,253,174 $ 27,398,049 $ 3,196,775 $ 2,259,796 20,923,543
============ ============ ============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------
Putnam Asset Putnam Asset
*Putnam New Allocation- Allocation-
Opportunities Growth Balanced
Fund Portfolio Portfolio
------------ ------------ ------------
<S> <C> <C> <C>
Assets
Investments, at fair value:
Harsco Corporation 2,547,300
shares of common stock $ -- $ -- $ --
Mutual Funds 9,438,432 2,276,365 8,720,371
Cash -- -- --
Participant loans -- -- --
------------ ------------ ------------
Total investments 9,438,432 2,276,365 8,720,371
------------ ------------ ------------
Contributions Receivable:
Employer's -- -- --
Participants' 48,872 11,837 14,210
------------ ------------ ------------
Total receivables 48,872 11,837 14,210
------------ ------------ ------------
Total assets 9,487,304 2,288,202 8,734,581
------------ ------------ ------------
Net assets available for
benefits $ 9,487,304 $ 2,288,202 $ 8,734,581
============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------------
Putnam Asset Putnam *Putnam
Allocation- International Money
Conservation Growth Market Participant
Portfolio Fund Fund Loans
------------ ------------ ------------ ------------
<S> <C> <C> <C>
Assets
Investments, at fair value:
Harsco Corporation 2,547,300
shares of common stock $ -- $ -- $ -- $ --
Mutual Funds 1,031,111 3,821,093 11,488,679 --
Cash -- -- -- --
Participant loans -- -- -- 8,842,449
------------ ------------ ------------ ------------
Total investments 1,031,111 3,821,093 11,488,679 8,842,449
------------ ------------ ------------ ------------
Contributions Receivable:
Employer's -- -- -- --
Participants' 3,683 12,409 14,629 --
------------ ------------ ------------ ------------
Total receivables 3,683 12,409 14,629 --
------------ ------------ ------------ ------------
Total assets 1,034,794 3,833,502 11,503,308 8,842,449
------------ ------------ ------------ ------------
Net assets available for
benefits $ 1,034,794 $ 3,833,502 $ 11,503,308 $ 8,842,449
============ ============ ============ ============
</TABLE>
* Investment represents 5% or more of total plan net asset available for
benefits.
The accompanying notes are an integral part of the financial statements.
- 5 -
<PAGE> 6
HARSCO CORPORATION SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1997
<TABLE>
<CAPTION>
Non-Participant
Directed Participant Directed
--------------- ------------------------------------------------
*Harsco *Harsco
Common Common *Income *Fidelity
Stock Stock Accumulation Magellan
Total Fund Fund Fund Fund
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Assets
Investments, at fair value:
Harsco Corporation 2,482,870
shares of common stock $ 107,073,769 $ 57,048,904 $ 50,024,865 $ -- $ --
Mutual Funds 67,206,973 -- -- 14,527,032 17,207,306
Short-term investments 1,021,208 519,192 411,477 -- 90,539
Participant loans 8,476,358 -- -- -- --
------------- ------------- ------------- ------------- -------------
Total investments 183,778,308 57,568,096 50,436,342 14,527,032 17,297,845
------------- ------------- ------------- ------------- -------------
Contributions Receivable:
Employer's 49,990 49,990 -- -- --
Participants' 93,511 -- 43,332 9,474 8,855
Interest Receivable 141 68 59 -- 14
------------- ------------- ------------- ------------- -------------
Total receivables 143,642 50,058 43,391 9,474 8,869
------------- ------------- ------------- ------------- -------------
Total assets 183,921,950 57,618,154 50,479,733 14,536,506 17,306,714
Liabilities
Securities Purchased (41,651) (22,192) (19,459) -- --
------------- ------------- ------------- ------------- -------------
Net assets available for
benefits $ 183,880,299 $ 57,595,962 $ 50,460,274 $ 14,536,506 $ 17,306,714
============= ============= ============= ============= =============
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------
*S&P International *Asset
500 Equity Allocation
Fund Fund Fund
------------- ------------- -------------
<S> <C> <C> <C>
Assets
Investments, at fair value:
Harsco Corporation 2,482,870
shares of common stock $ -- $ -- $ --
Mutual Funds 18,418,076 2,012,218 10,241,174
Short-term investments -- -- --
Participant loans -- -- --
------------- ------------- -------------
Total investments 18,418,076 2,012,218 10,241,174
------------- ------------- -------------
Contributions Receivable:
Employer's -- -- --
Participants' 14,110 2,729 8,204
Interest Receivable -- -- --
------------- ------------- -------------
Total receivables 14,110 2,729 8,204
------------- ------------- -------------
Total assets 18,432,186 2,014,947 10,249,378
Liabilities
Securities Purchased -- -- --
------------- ------------- -------------
Net assets available for
benefits $ 18,432,186 $ 2,014,947 $ 10,249,378
============= ============= =============
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
-------------------------------------------------------------
AIM Templeton Bond
Constellation Foreign Index Participant
Fund Fund Fund Loans
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Assets
Investments, at fair value:
Harsco Corporation 2,482,870
shares of common stock $ -- $ -- $ -- $ --
Mutual Funds 3,071,092 1,254,460 475,615 --
Short-term investments -- -- -- --
Participant loans -- -- -- 8,476,358
------------- ------------- ------------- -------------
Total investments 3,071,092 1,254,460 475,615 8,476,358
------------- ------------- ------------- -------------
Contributions Receivable:
Employer's -- -- -- --
Participants' 4,050 1,784 973 --
Interest Receivable -- -- -- --
------------- ------------- ------------- -------------
Total receivables 4,050 1,784 973 --
------------- ------------- ------------- -------------
Total assets 3,075,142 1,256,244 476,588 8,476,358
Liabilities
Securities Purchased -- -- -- --
------------- ------------- ------------- -------------
Net assets available for
benefits $ 3,075,142 $ 1,256,244 $ 476,588 $ 8,476,358
============= ============= ============= =============
</TABLE>
* Investment represents 5% or more of total plan net assets available for
benefits.
The accompanying notes are an integral part of the financial statements.
- 6 -
<PAGE> 7
HARSCO CORPORATION SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
For the Year Ended December 31, 1998
<TABLE>
<CAPTION>
Non-Participant
Directed Participant Directed
--------------- -------------------------------------------------
Harsco Harsco
Common Common Vanguard Putnam Fund
Stock Stock Index Trust for Growth
Total Fund Fund 500 Portfolio and Income
----- ---- ---- ------------- ----------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed
to:
Investment income
Net appreciation/(depreciation)
in the fair value of investments $ (21,020,241) $ (16,035,775) $ (14,557,823) $ 2,362,038 $ (120,945)
Dividends 5,008,791 1,165,573 1,026,118 320,179 248,857
Interest - collective investment
fund 656,713 -- -- -- '-
Interest - short-term
investments 11,863 6,728 5,135 -- --
Interest - participant loans 762,086 -- -- -- --
------------- ------------- ------------- ------------- -------------
(14,580,788) (14,863,474) (13,526,570) 2,682,217 127,912
Cash Contributions:
Employer's 4,515,451 4,427,611 87,840 -- --
Participants' 17,712,906 -- 5,258,190 2,746,442 797,925
------------- ------------- ------------- ------------- -------------
Total additions 7,647,569 (10,435,863) (8,180,540) 5,428,659 925,837
------------- ------------- ------------- ------------- -------------
Deductions:
Deductions from net assets
attributed to Employee
withdrawals 14,251,418 2,738,724 2,845,850 1,306,040 56,603
------------- ------------- ------------- ------------- -------------
Net increase/(decrease) prior
to Interfund transfers (6,603,849) (13,174,587) (11,026,390) 4,122,619 869,234
Interfund transfers -- (14,900,402) 8,819,290 23,275,430 2,327,541
------------- ------------- ------------- ------------- -------------
Net increase/(decrease) (6,603,849) (28,074,989) (2,207,100) 27,398,049 3,196,775
Net assets available for benefits:
December 31, 1997 183,880,299 57,595,962 50,460,274 -- --
------------- ------------- ------------- ------------- -------------
December 31, 1998 $ 177,276,450 $ 29,520,973 $ 48,253,174 $ 27,398,049 $ 3,196,775
============= ============= ============= ============= =============
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
-----------------------------------------------------------------------------------
Putnam Asset Putnam Asset
Putnam Putnam Putnam New Allocation- Allocation-
Income Voyager Opportunities Growth Balanced
Fund Fund Fund Portfolio Portfolio
---- ---- ---- --------- ---------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed
to:
Investment income
Net appreciation/(depreciation)
in the fair value of investments $ (57,122) $ 9,886 $ 455,535 $ 4,543 $ (118,137)
Dividends 87,677 1,406,512 297,048 62,782 245,639
Interest - collective investment
fund -- -- -- -- --
Interest - short-term
investments -- -- -- -- --
Interest - participant loans -- -- -- -- --
------------- ------------- ------------- ------------- -------------
30,555 1,416,398 752,583 67,325 127,502
Cash Contributions:
Employer's -- -- -- -- --
Participants' 293,978 1,765,492 1,667,694 388,016 689,254
------------- ------------- ------------- ------------- -------------
Total additions 324,533 3,181,890 2,420,277 455,341 816,756
------------- ------------- ------------- ------------- -------------
Deductions:
Deductions from net assets
attributed to Employee
withdrawals 56,486 914,914 448,609 195,649 543,108
------------- ------------- ------------- ------------- -------------
Net increase/(decrease) prior
to Interfund transfers 268,047 2,266,976 1,971,668 259,692 273,648
Interfund transfers 1,991,749 18,656,567 7,515,636 2,028,510 8,460,933
------------- ------------- ------------- ------------- -------------
Net increase/(decrease) 2,259,796 20,923,543 9,487,304 2,288,202 8,734,581
Net assets available for benefits:
December 31, 1997 -- -- -- -- --
------------- ------------- ------------- ------------- -------------
December 31, 1998 $ 2,259,796 $ 20,923,543 $ 9,487,304 $ 2,288,202 $ 8,734,581
============= ============= ============= ============= =============
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
-------------------------------------------------------------------
Putnam Asset Putnam Putnam
Allocation- International Money
Conservative Growth Market Participant
Portfolio Fund Fund Loans
--------- ---- ---- -----
<S> <C> <C> <C> <C>
Additions to net assets attributed
to:
Investment income
Net appreciation/(depreciation)
in the fair value of investments $ (18,095) $ (79,219) $ -- $ --
Dividends 38,374 110,032 -- --
Interest - collective investment
fund -- -- 437,935 --
Interest - short-term
investments -- -- -- --
Interest - participant loans -- -- -- 762,086
------------- ------------- ------------- -------------
20,279 30,813 437,935 762,086
Cash Contributions:
Employer's -- -- -- --
Participants' 164,407 508,163 740,550 --
------------- ------------- ------------- -------------
Total additions 184,686 538,976 1,178,485 762,086
------------- ------------- ------------- -------------
Deductions:
Deductions from net assets
attributed to Employee
withdrawals 20,411 141,852 1,764,348 994,493
------------- ------------- ------------- -------------
Net increase/(decrease) prior
to Interfund transfers 164,275 397,124 (585,863) (232,407)
Interfund transfers 870,519 3,436,378 12,089,171 598,498
------------- ------------- ------------- -------------
Net increase/(decrease) 1,034,794 3,833,502 11,503,308 366,091
Net assets available for benefits:
December 31, 1997 -- -- -- 8,476,358
------------- ------------- ------------- -------------
December 31, 1998 $ 1,034,794 $ 3,833,502 $ 11,503,308 $ 8,842,449
============= ============= ============= =============
</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 (Continued)
For the Year Ended December 31, 1998
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------------------------------
Putnam
S&P Income Fidelity S&P International
500 Index Accumulation Magellan 500 Equity
Fund Fund Fund Fund Fund
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed
to:
Investment income
Net appreciation/(depreciation)
in the fair value of investments $ 238,371 $ -- $ 2,468,391 $ 2,617,222 $ 283,356
Dividends -- -- -- -- --
Interest - collective investment
fund -- 218,778 -- -- --
Interest - short-term investments -- -- -- -- --
Interest - participant loans -- -- -- -- --
------------ ------------ ------------ ------------ ------------
238,371 218,778 2,468,391 2,617,222 283,356
Cash Contributions:
Employer's
Participants' 122,444 339,553 691,094 701,125 123,190
------------ ------------ ------------ ------------ ------------
Total additions 360,815 558,331 3,159,485 3,318,347 406,546
------------ ------------ ------------ ------------ ------------
Deductions:
Deductions from net assets
attributed to Employee
withdrawals 2,117 892,842 288,722 474,246 38,273
------------ ------------ ------------ ------------ ------------
Net increase/(decrease) prior
to Interfund transfers 358,698 (334,511) 2,870,763 2,844,101 368,273
Interfund transfers (358,698) (14,201,995) (20,177,477) (21,276,287) (2,383,220)
------------ ------------ ------------ ------------ ------------
Net increase/(decrease) -- (14,536,506) (17,306,714) (18,432,186) (2,014,947)
Net assets available for benefits:
December 31, 1997 -- 14,536,506 17,306,714 18,432,186 2,014,947
------------ ------------ ------------ ------------ ------------
December 31, 1998 $ -- $ -- $ -- $ -- $ --
============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------------
Asset AIM Templeton Bond
Allocation Constellation Foreign Index
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 $ 1,064,487 $ 329,761 $ 124,899 $ 8,386
Dividends -- -- -- --
Interest - collective investment
fund -- -- -- --
Interest - short-term investments -- -- -- --
Interest - participant loans -- -- -- --
------------ ------------ ------------ ------------
1,064,487 329,761 124,899 8,386
Cash Contributions:
Employer's
Participants' 381,722 209,387 84,627 39,653
------------ ------------ ------------ ------------
Total additions 1,446,209 539,148 209,526 48,039
------------ ------------ ------------ ------------
Deductions:
Deductions from net assets
attributed to Employee
withdrawals 286,107 45,086 36,658 160,280
------------ ------------ ------------ ------------
Net increase/(decrease) prior
to Interfund transfers 1,160,102 494,062 172,868 (112,241)
Interfund transfers (11,409,480) (3,569,204) (1,429,112) (364,347)
------------ ------------ ------------ ------------
Net increase/(decrease) (10,249,378) (3,075,142) (1,256,244) (476,588)
Net assets available for benefits:
December 31, 1997 10,249,378 3,075,142 1,256,244 476,588
------------ ------------ ------------ ------------
December 31, 1998 $ -- $ -- $ -- $ --
============ ============ ============ ============
</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 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. New employees deemed Eligible Employees under this
plan are eligible to participate in the plan immediately upon their
hire date.
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 or her
compensation may also elect to contribute from 1% to 10% of his or her
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 $10,000. 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.
The Company pays all administrative fees related to maintaining the
Plan as a whole. Fees for investment management are subtracted from
fund performance reported by each fund. Participant directed investment
fund change fees and Plan record keeping fees are paid by the Company.
Loan setup fees are paid by the participant setting up the loan.
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 on outstanding
loans, based on the Trustee's prime rate plus one percent, ranged from
7-1/4 to 10% at December 31, 1998. 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.
- 10 -
<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. Shares in the Vanguard Index Trust 500 Portfolio, Putnam Fund for
Growth and Income, Putnam Income Fund, Putnam Voyager Fund, Putnam New
Opportunities Fund, Putnam Asset Allocation - Growth Portfolio, Putnam
Asset Allocation - Balanced Portfolio, Putnam Asset Allocation
Conservative Portfolio, Putnam International Growth Fund, and Putnam
Money Market Fund, are all stated at fair value, which represents the
closing price on the last day of trading of the calendar year. Cash,
which represents funds held until purchases of common stock are
completed, is stated at fair value.
Use of Estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make 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 purchases 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
NOTES TO FINANCIAL STATEMENTS OF SAVINGS PLAN, (continued)
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 participant directed
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) Vanguard Index Trust 500 Portfolio - (consisting of
investments purchased with participant directed
contributions): a fund consisting of investments in the same
stocks and in substantially the same percentages as the S&P
500 Index.
(3) Putnam Fund for Growth and Income - (consisting of investments
purchased with participant directed contributions): a fund
consisting primarily of common stocks located mainly in the
United States that offer potential for capital growth, current
income, or both.
(4) Putnam Income Fund - (consisting of investments purchased with
participant directed contributions): a fund consisting of
investments in a variety of bonds with an emphasis on
government bonds and corporate bonds from creditworthy
companies.
(5) Putnam Voyager Fund - (consisting of investments purchased
with participant directed contributions): a fund consisting of
investments in stock of small companies expected to grow over
time as well as stocks of larger, more established
corporations. The fund invests all or a portion of its assets
in small to midsize companies located mainly inside the United
States.
(6) Putnam New Opportunities Fund - (consisting of investments
purchased with participant directed contributions): a fund
consisting primarily of investments in common stock of
companies within certain industry groups that Putnam
management believes offer above-average long-term growth
potential.
(7) Putnam Asset Allocation : Growth Portfolio - (consisting of
investments purchased with participant directed
contributions): a fund consisting of 65 - 95% investments in
stock that Putnam Management believes have the potential for
capital appreciation and consisting of 5 - 35% investments in
a diversified portfolio of fixed-income securities, including
both government and corporate bonds.
- 12 -
<PAGE> 13
NOTES TO FINANCIAL STATEMENTS OF SAVINGS PLAN, (continued)
3. Investment Programs: (Continued)
(8) Putnam Asset Allocation - Balanced Portfolio - (consisting of
investments purchased with participant directed
contributions): a fund consisting of 50 - 75% investments in
stocks and 25 - 50% investments in a diversified portfolio of
fixed-income securities, including both government and
corporate bonds.
(9) Putnam Asset Allocation : Conservative Portfolio - (consisting
of investments purchased with participant directed
contributions): a fund consisting of 25 - 45% investments in
stocks and 55 - 75% investments in a diversified portfolio of
fixed-income securities, including both government and
corporate bonds.
(10) Putnam International Growth Fund - (consisting of investments
purchased with participant directed contributions): a growth
oriented fund consisting of investments in a diversified
portfolio of stocks of companies located mainly outside the
United States.
(11) Putnam Money Market Fund - (consisting of investments
purchased with participant directed contributions): a fund
consisting of short-term high-quality money market securities.
Investments in this fund are neither insured nor guaranteed by
the U.S. government.
(12) Putnam S&P 500 Index Fund - (consisting of investments
purchased with participant directed contributions): a fund
consisting of investments in the same stocks and in
substantially the same percentages as the S&P 500 Index. This
fund was removed as an option by the Plan on May 31, 1998 and
its assets were transferred to Vanguard Index Trust 500
Portfolio.
(13) Income Accumulation Fund - (consisting of investments
purchased with participant directed 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. This fund was
terminated by the Plan on March 31, 1998 and its assets were
transferred to Putnam Money Market Fund.
(14) Fidelity Magellan Fund - (consisting of investments purchased
with participant directed contributions): a fund consisting of
shares of the Fidelity Magellan Mutual Fund which is managed
by Fidelity Management and Research Company, Boston,
Massachusetts. This fund was terminated by the Plan on March
31, 1998 and its assets were transferred to Putnam Voyager
Fund.
(15) S&P 500 Fund - (consisting of investments purchased with
participant directed contributions): a fund consisting of
investments in the same stocks and in substantially the same
percentages as the S&P 500 Index. This fund was terminated by
the Plan on March 31, 1998 and its assets were transferred to
Putnam S&P 500 Index Fund.
- 13 -
<PAGE> 14
NOTES TO FINANCIAL STATEMENTS OF SAVINGS PLAN, (continued)
3. Investment Programs: (Continued)
(16) International Equity Fund - (consisting of investments
purchased with participant directed contributions): a fund
consisting of investments in foreign stocks in the equity
markets of Western European and Pacific Rim countries. This
fund was terminated by the Plan on March 31, 1998 and its
assets were transferred to Putnam International Growth Fund.
(17) Asset Allocation Fund - (consisting of investments purchased
with participant directed contributions): a fund consisting of
investments among three asset classes consisting of S&P 500
Index common stocks, U.S. Treasury Bonds, and money market
instruments. This fund was terminated by the Plan on March 31,
1998 and its assets were transferred to Putnam Asset
Allocation - Balanced Portfolio.
(18) AIM Constellation Fund - (consisting of investments purchased
with participant directed 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
terminated by the Plan on March 31, 1998 and its assets were
transferred to Putnam New Opportunities Fund.
(19) Templeton Foreign Fund - (consisting of investments purchased
with participant directed contributions): a fund consisting of
investments 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 terminated
by the Plan on March 31, 1998 and its assets were transferred
to Putnam International Growth Fund.
(20) Bond Index Fund - (consisting of investments purchased with
participant directed 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 terminated by the Plan on
March 31, 1998 and its assets were transferred to Putnam
Income Fund.
The Plan provides for various investment options as described above.
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.
- 14 -
<PAGE> 15
NOTES TO FINANCIAL STATEMENTS OF SAVINGS PLAN, (continued)
3. Investment Programs: (Continued)
There were 6,626 participants at December 31, 1998 who participated in
one or more of the eleven investment funds. At December 31, 1998 the
number of participants selecting each of the investment funds for their
contributions was as follows:
<TABLE>
<S> <C>
Harsco Corporation Common Stock Fund.................. 6,130
Vanguard Index Trust 500 Portfolio.................... 3,583
Putnam Fund for Growth and Income..................... 974
Putnam Income Fund.................................... 616
Putnam Voyager Fund................................... 2,840
Putnam New Opportunities Fund......................... 2,280
Putnam Asset Allocation - Growth Portfolio............ 649
Putnam Asset Allocation - Balanced Portfolio.......... 1,330
Putnam Asset Allocation - Conservative Portfolio...... 212
Putnam International Growth Fund...................... 1,338
Putnam Money Market Fund.............................. 1,957
</TABLE>
- 15 -
<PAGE> 16
NOTES TO FINANCIAL STATEMENTS OF SAVINGS PLAN, (continued)
4. Federal Income Taxes:
The Company received a determination letter 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.
- 16 -
<PAGE> 17
HARSCO CORPORATION SAVINGS PLAN
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
FORM 5500
December 31, 1998
<TABLE>
<CAPTION>
(a) (e)
Party Shares or (b) & (c) (d) Current
In Interest Units Identity of Issue and Description of Investment Cost Value
- ------------ ----------- ----------------------------------------------- ----------- -----------
<S> <C> <C> <C> <C>
Common Stock:
* 2,547,300 Harsco Corp. Common Stock, par
value $1.25 $ 44,858,673 $ 77,533,434
----------- -----------
N/A Participant Loans (1) 8,842,449 8,842,449
----------- -----------
Mutual Funds:
239,689 Vanguard Index Trust 500 Portfolio 24,899,127 27,312,563
* 155,204 Putnam Fund for Growth and Income 3,278,154 3,180,137
* 325,508 Putnam Income Fund 2,304,801 2,252,519
* 952,272 Putnam Voyager Fund 20,628,018 20,873,713
* 161,534 Putnam New Opportunities Fund 8,874,678 9,438,432
* 167,011 Putnam Asset Allocation-Growth Portfolio 2,246,542 2,276,365
* 726,093 Putnam Asset Allocation-Balanced Portfolio 8,766,098 8,720,371
* 99,336 Putnam Asset Allocation-Conservative Portfolio 1,037,357 1,031,111
* 198,705 Putnam International Growth Fund 3,875,479 3,821,093
* 11,488,679 Putnam Money Market Fund 11,488,679 11,488,679
----------- -----------
Total Mutual Funds 87,398,933 90,394,983
----------- -----------
N/A Cash 3,724 3,724
------------ ------------
Total Assets Held for Investment Purposes $141,103,779 $176,774,590
=========== ===========
</TABLE>
(1) Participant Loans range up to fifteen years to maturity and interest rates
on these loans ranged from 7.25% to 10.0%.
- 17 -
<PAGE> 18
HARSCO CORPORATION SAVINGS PLAN
LINE 27d - SCHEDULE OF REPORTABLE (5%) TRANSACTIONS
FORM 5500
For the year ended December 31, 1998
<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) 456 $24,877,259
plan sponsor Stock Fund (S) 572 130,387,425 72,186,512
Harsco Corporation Asset Allocation Fund (P) 44 666,707
plan sponsor (S) 16 11,972,367 4,572,695
Harsco Corporation Income Accumulation (P) 31 1,989,826
plan sponsor Fund (S) 30 16,735,637 -
Harsco Corporation S&P 500 Stock Fund (P) 40 1,415,598
plan sponsor (S) 21 22,450,896 10,181,564
Harsco Corporation Fidelity Magellan Fund (P) 39 637,095
plan sponsor (S) 21 20,400,355 9,376,942
Harsco Corporation Vanguard S&P Index (P) 353 29,970,922
plan sponsor Fund (S) 426 5,071,472 (51,073)
Harsco Corporation Putnam Voyager Fund (P) 326 7,222,358
plan sponsor (S) 418 6,694,598 (235,764)
Harsco Corporation Putnam New (P) 345 8,154,124
plan sponsor Opportunities Fund (S) 371 2,637,971 (108,008)
Harsco Corporation Putnam S&P Index Fund (P) 16 4,075,634
plan sponsor (S) 4 25,733,939 238,371
Harsco Corporation Putnam Money Market (P) 476 7,607,968
plan sponsor Fund (S) 414 11,502,653 -
</TABLE>
- 18 -
<PAGE> 19
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/ P. C. Coppock
P. C. Coppock
Senior Vice President, Chief Administrative
Officer, General Counsel and Secretary
June 21, 1999
- 19 -
<PAGE> 20
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Data Required Location in 11-K
- ------ ------------- ----------------
<S> <C> <C>
1 Consent of Independent Accountants Page 21
2 Participant's Statement of Account Pages 22 to 25
3 Appendix "B" to Harsco Page 26 to 27
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>
- 20 -
<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 11, 1999 relating to the Financial Statements, which appears in this
Form 11-K.
/S/PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Philadelphia, Pennsylvania
June 11, 1999
- 21 -
<PAGE> 1
EXHIBIT 2
HARSCO CORPORATION SAVINGS PLAN
Statement
April 1, 1998 - December 31, 1998
Participant Name Social Security Number: 000-00-0000
Participant Address Date of Birth: 00/00/00
Date of Hire: 00/00/00
Account Information
If you are completing any forms for a hardship distribution or an in-service
withdrawal, make sure that your local HR representative has signed off on the
form before they send it to Putnam Investments for final processing.
YOUR ACCOUNT BALANCE
<TABLE>
<S> <C>
Beginning Balance $.00
Net Change $.00
Ending Balance $.00
Vested Balance $.00
Outstanding Loan Balance $.00 Beginning and ending balances do not include
outstanding loans.
</TABLE>
<TABLE>
<CAPTION>
INVESTMENT SUMMARY
BEGINNING ENDING BEGINNING ENDING BEGINNING ENDING
SHARE PRICE SHARE PRICE SHARE BALANCE SHARE BALANCE MARKET VALUE MARKET VALUE
04/01/98 12/31/98 04/01/98 12/31/98 04/01/98 12/31/98
<S> <C> <C> <C> <C> <C> <C>
Vanguard Index Trust 500 $0,000 $0,000 $0,000 $0,000 $0,000 $0,000
Putnam New Opportunities Fund $0,000 $0,000 $0,000 $0,000 $0,000 $0,000
Harsco Stock Fund $0,000 $0,000 $0,000 $0,000 $0,000 $0,000
TOTAL $0,000 $0,000 $0,000 $0,000 $0,000 $0,000
</TABLE>
<TABLE>
<CAPTION>
ACTIVITY SUMMARY
BEGINNING CONTRIBUTIONS WITHDRAWALS EXCHANGES EARNINGS ENDING
BALANCE AND OTHER AND OTHER GAIN/LOSS BALANCE
CREDITS DEBITS
<S> <C> <C> <C> <C> <C> <C>
VANGUARD INDEX TRUST 500
Pre-Tax $0,000 $0,000 $0,000 $0,000 $0,000 $0,000
SUBTOTAL $0,000 $0,000 $0,000 $0,000 $0,000 $0,000
PUTNAM NEW OPPORTUNITIES FUND
Pre-Tax $0,000 $0,000 $0,000 $0,000 $0,000 $0,000
SUBTOTAL $0,000 $0,000 $0,000 $0,000 $0,000 $0,000
</TABLE>
Please verify this financial information and notify Putnam of any questions
within 30 days of receipt. If you do not notify Putnam, we will assume the
information on this statement is correct. Any corrections will be reflected on a
subsequent statement.
- 22 -
<PAGE> 2
Account Information
April 1, 1998 - December 31, 1998
ACTIVITY SUMMARY (CONTINUED)
<TABLE>
<CAPTION>
BEGINNING CONTRIBUTIONS WITHDRAWALS EXCHANGES EARNINGS ENDING
BALANCE AND OTHER AND OTHER GAIN/LOSS BALANCE
CREDITS DEBITS
<S> <C> <C> <C> <C> <C> <C>
HARSCO STOCK FUND
Restricted Co Match $0,000 $0,000 $0,000 $0,000 $0,000 $0,000
SUBTOTAL $0,000 $0,000 $0,000 $0,000 $0,000 $0,000
PUTNAM MONEY MARKET FUND
Pre-Tax $0,000 $0,000 $0,000 $0,000 $0,000 $0,000
SUBTOTAL $0,000 $0,000 $0,000 $0,000 $0,000 $0,000
TOTAL ACCOUNT ACTIVITY
Period-To-Date $0,000 $0,000 $0,000 $0,000 $0,000 $0,000
Year-To-Date $0,000 $0,000 $0,000 $0,000 $0,000 $0,000
CURRENT ELECTIONS (12/31/98)
INVESTMENT PRE-TAX
Vanguard Index Trust 500 0%
Putnam New Opportunities Fund 0%
</TABLE>
PORTFOLIO BREAKDOWN
Your current account balance by investment type
[Graph] Two pie graphs are shown side by side. The
left pie graph has dark grey shading
extending from the top to the bottom of the
graph. A label indicates that 100% of the
current account balance is in growth funds.
Suggested allocations for an The right pie graph is split into a total of
investor your age four segments that indicate the suggested
allocation between growth funds, growth and
[Graph] income funds, income funds, and capital
preservation funds. The upper left quadrant
of the pie graph is split into three of the
segments. The largest of the three segments
in the upper left quadrant is shaded dark
grey and takes up slightly more than half of
the quadrant on the lower edge. The other two
segments in the upper left quadrant are of
equal size with the middle segment not shaded
and the upper segment shaded a light grey.
The remaining segment of the pie graph is
shaded grey and encompasses the upper right
and lower two quadrants of the graph.
The hypothetical pie chart on the right reflects optimal combination of assets,
considering the time horizon remaining to age 65, historical inflation rates and
risk and return relationships of the asset classes shown is not intended as
investment advice. No other assumptions have been made. When comparing the pie
chart to your situation, consider your other assets income and investments,
e.g., the equity in your home, other retirement plan and IRS assets and your
savings, in addition to your plan account. Asset Allocation funds are
represented in the category where the majority of the investments lie - see the
prospectus for more details. Please consult a financial advisor if you want to
review your financial situation. Call 1-800-685-6401 if you wish to change your
allocations.
- 23 -
<PAGE> 3
Account Information
April 4, 1998 - December 31, 1998 Participant Name
INVESTMENT PERFORMANCE
Total return at NAV for the period ended December 31, 1998
<TABLE>
<CAPTION>
STATEMENT YTD 1 YEAR 3 YEAR 5 YEAR 10 YEAR/
PERIOD ANNUALIZED ANNUALIZED LIFE
ANNUALIZED
<S> <C> <C> <C> <C> <C> <C>
GROWTH
Vanguard Index Trust 500 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Putnam Voyager Fund 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Putnam New Opportunities Fund (Began 08/31/1990) 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Putnam Asset Allocation Growth (Began 02/08/1994) 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Putnam International Growth (Began 02/28/1991) 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Harsco Stock Fund 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
GROWTH AND INCOME
Putnam Growth and Income Fund 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Putnam Asset Allocation Balncd (Began 02/07/1994) 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
INCOME
Putnam Income Fund 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Putnam Asset Allocation Cnserv (Began 02/07/1994) 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
CAPITAL PRESERVATION
Putnam Money Market Fund 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
</TABLE>
Past performance does not indicate future results; more recent returns may be
more or less than those shown. Returns for class A shares are shown at NAV. All
returns assume reinvestment of distribution. Returns and principal values will
fluctuate so that an investor's shares, when redeemed, may be worth more or less
than their original cost.
Putnam New Opportunities Fund: This fund invests all or a portion of its assets
in small to medium-sized companies. Such investments increase the risk of
greater price fluctuations. Putnam International Growth (Formerly Putnam
Overseas Growth Fund): Foreign investments may be subject to certain risks, such
as economic instability, currency fluctuations and political developments, not
present with domestic investments. Putnam Money Market Fund: An investment in
the fund is neither insured nor guaranteed by the U.S. government. No assurance
can be made that the fund will maintain a stable share price of $1.00.
SOURCE OF MONEY SUMMARY
<TABLE>
<CAPTION>
CONTRIBUTIONS DEFERRAL VESTED VESTED
THIS PERIOD PERCENT PERCENT DOLLARS
01/15/1999
<S> <C> <C> <C> <C>
Pre-Tax $0.00 $0.00 $0.00 $0.00
Restricted Co Match $0.00 $0.00 $0.00 $0.00
TOTAL
Your pre 1987 after tax contributions to date are $0.00 $0.00 $0.00 $0.00 $0.00
Your post 1986 after tax contributions to date are $0.00 $0.00 $0.00 $0.00 $0.00
</TABLE>
*Accessing your account information from home has never been easier. Account
balances and transactions are now available through the Internet at
www.myretirement.com. These new online capabilities can help make planning for
your future fast, easy, convenient, and confidential. This Internet service is
for use outside employees' normal business hours. Try it today!"
- 24 -
<PAGE> 4
DEFINITIONS OF KEY TERMS
CONTRIBUTIONS AND OTHER CREDITS Contributions are investments made to your
retirement plan during the current reporting
period. Payroll deductions not received
before the end of the quarter will be
reflected on your next statement. Other
credits may include repayments (if
applicable to your plan) or exchanges if not
listed separately on your statement.
EARNINGS GAIN/LOSS The difference between your beginning
balance and your ending balance that is due
to investment performance, which includes
market value fluctuation and (if not shown
separately) interest and dividends.
EXCHANGES Moving shares from one investment to another
by selling shares of one investment and
using the proceeds to buy shares of another
investment.
FEES Charges for services that may be applicable
to your plan, such as account maintenance
and withdrawals.
MARKET VALUE The value of your shares, in dollars.
Calculated by multiplying the share balance
by the net asset value price at the end of
the statement period.
NET ASSET VALUE (NAV) The market value of one share of a mutual
fund, not including a sales charge.
SHARE A unit of ownership in an investment.
VESTING The degree to which you "own" the portion of
your plan benefits contributed by your
company. Your own contributions are always
100% vested.
WITHDRAWALS AND OTHER DEBITS Withdrawals are the total payments made from
your retirement account during the period.
Other debits may include fees and exchanges
if not listed separately on your statement.
FUND CATEGORY DESCRIPTIONS
GROWTH INVESTMENTS Seeks to maximize the value of your
investment over time by investing primarily
in stocks of companies that have a strong
potential for providing above-average
growth.
GROWTH AND INCOME INVESTMENTS Seeks to provide regular income, which is
reinvested in your plan, and growth of your
investment. These funds invest in stocks,
bonds, or a combination of both.
INCOME INVESTMENTS Seeks to provide a regular stream of income
for investment in your plan. These funds
invest primarily in interest-paying bonds,
dividend-paying stocks, or a combination of
both.
CAPITAL PRESERVATION INVESTMENTS Seeks to provide stability of principal with
minimal growth possibilities. Investment
income is derived primarily from interest.
These funds may invest in money-market
instruments and high-quality investment
contracts.
- 25 -
<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 Steelworkers of America October 16, 1998
Local Union No. 5944 (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. 1375-03
Plant 6, Warren, OH (HKT)
</TABLE>
- 26 -
<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. 7054-02
Plant 20, Ashland, KY (HKT)
Plant 39, Coalton, KY (HKT)
United Steelworkers of America
Local Union No. 8628
Plant 96, Slippery Rock, PA (HKT) July 1, 1987
Local Union No. 9445-11
Plant 21, Brackenridge, PA (HKT) July 1, 1996
United Steelworkers of America July 1, 1996
Local Union No. 9443-04
Plant 23, Owensboro, KY (HKT)
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)
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