1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------------------
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
-----------------------------------------
HARSCO CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-3970 23-1483991
- ---------------------------- ------------ ----------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification
Number)
Camp Hill, Pennsylvania 17001-8888
- --------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (717) 763-7064
-----------------------------
Page 1 of 4
2
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).
Page 2 of 4
3
HARSCO CORPORATION FORM 8-K
Item 7(c) Exhibits
Exhibit Document
Number Pages
- ------ -----
99 Press release of the Company 1-2
dated March 4, 1998.
Page 3 of 4
4
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
------------------
(Registrant)
Date: March 11, 1998 By:
-------------- /s/ Salvatore D. Fazzolari
--------------------------
Senior Vice President and
Chief Financial Officer
Page 4 of 4
5
EXHIBIT INDEX
-------------
Exhibit Document
Number Pages
- ------ -----
99 Press release of the Company 1-2
dated March 4, 1998.