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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
NOVEMBER 8, 2005
(Date of earliest event reported)
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HARSCO CORPORATION
(Exact name of registrant as specified in its charter)
DE 1-3970 23-1483991
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
350 POPLAR CHURCH ROAD, CAMP HILL, PA 17011
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 717-763-7064
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November 8, 2005, Harsco Corporation (the Company) received approval from the
National Bank of Belgium to increase the maximum amount of treasury notes
authorized under its euro commercial paper program from EUR 100 million to EUR
200 million. The increase in authorized commercial paper will provide increased
financial flexibility for potential growth-related investments and for general
corporate requirements. The original Commercial Paper Dealer Agreement (the
Dealer Agreement) dated September 24, 2003 between ING Belgium SA/NV and Harsco
Finance B.V. was filed as an Exhibit to the Company's 2003 Form 10-K.
A copy of the supplement to the Dealer Agreement is attached hereto and
incorporated by reference herein as Exhibit 10.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 10.1 - Supplement No. 1 to the Dealer Agreement
EXHIBIT INDEX
Exhibit 10.1 - Supplement No. 1 to the Dealer Agreement
SIGNATURES
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 hereunto duly authorized.
HARSCO CORPORATION
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(Registrant)
DATE November 10, 2005 /S/ Salvatore D. Fazzolari
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Salvatore D. Fazzolari
Senior Vice President, Chief Financial
Officer and Treasurer
EXHIBIT 10.1
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SUPPLEMENT NO. 1 TO THE
DEALER AGREEMENT
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Dated as of October 12, 2005
BETWEEN
(a) Harsco Finance B.V., a limited company validly existing under Dutch Law,
having its registered office at Wenckbachstraat 1, NL-1951JZ Velsen Noord,
The Netherlands, represented by Mr. S. D. Fazzolari, acting in his
capacity of Managing Director and Mr. M. E. Kimmel, acting in his capacity
of Managing Director (the "ISSUER");
and
(b) HARSCO Corporation, a company validly existing under Delaware law, having
its registered office at c/o Corporation Trust Company, Corporation Trust
Center, 1209 Orange Street, Wilmington, Delaware 19801, U.S.A.,
represented by Mr. S. D. Fazzolari, acting in his capacity of Senior Vice
President, Chief Financial Officer & Treasurer (the "GUARANTOR");
ON THE ONE HAND,
AND
(c) ING Belgium SA/NV, a credit institution validly existing under the laws of
the Kingdom of Belgium, having its registered office at Avenue Marnixlaan
24, B-1000 Brussels, Belgium, registered with the Commercial Register of
Brussels under nr. 77.186, represented by Mr. Francois De Witte, acting in
his capacity of Vice-President and Mr. Bertrand Soenen, acting in his
capacity of Head of Securities Transaction Management (the "ARRANGER" or
the "DEALER");
ON THE OTHER HAND,
FOR THE PURPOSE OF THIS DOMICILIARY AGENCY AGREEMENT, ALL CAPITALISED TERMS USED
HEREIN SHALL, UNLESS DEFINED OR SPECIFIED OTHERWISE OR WHERE THE CONTEXT
REQUIRES OTHERWISE, HAVE THE RESPECTIVE MEANINGS GIVEN THERETO IN THE AMENDED
AND RESTATED INFORMATION MEMORANDUM RELATED TO THE EUR 200,000,000 PROGRAMME FOR
THE ISSUE OF DEMATERIALISED TREASURY NOTES BY THE ISSUER DATED OCTOBER 12, 2005
(THE "PROGRAMME") (THE "INFORMATION MEMORANDUM").
WHEREAS,
A dealer agreement (the "DEALER AGREEMENT") and an agency agreement (the
"DOMICILIARY AGENCY AGREEMENT") between the Issuer, the Guarantor and the Dealer
relating to the programme of EUR 100,000,000 dematerialised
THESAURIEBEWIJZEN/BILLETS DE TRESORERIE ("TREASURY NOTES") (the "PROGRAMME")
have been signed on September 24, 2003;
WHEREAS,
The Treasury Notes will be unconditionally and irrevocably guaranteed by Harsco
Corporation as to all payments due under the Programme, pursuant to a guarantee
signed on October 12, 2005;
WHEREAS,
The Dealer Agreement, as amended, shall remain in full force and effect, subject
to the amendments below;
THE FOLLOWING CHANGE TO THE DEALER AGREEMENT HAS BEEN AGREED:
THAT the issuer has decided, pursuant to a resolution of its board of Directors
dated October 12, 2005, to increase the maximum amount of the Programme from EUR
100,000,000 to EUR 200,000,000;
THAT the amount of the Guarantee has been increased accordingly;
THAT the Issuer has appointed ING Belgium SA/NV, which accepted, to act as
Domiciliary Agent pursuant to the Amended and Restated Domiciliary Agency
Agreement dated October 12, 2005.
This amendment is drawn up in 3 originals on October 12, 2005.
FOR THE ISSUER
Harsco Finance B.V.
By: By:
/S/ Salvatore D. Fazzolari /S/ Mark E. Kimmel
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Name: Mr. S. D. Fazzolari Name: Mr. M. E. Kimmel
Title: Managing Director Title: Managing Director
FOR THE GUARANTOR
Harsco Corporation
By:
/S/ Salvatore D. Fazzolari
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Name: Mr. S. D. Fazzolari
Title: Senior Vice President, Chief
Financial Officer & Treasurer
FOR THE DOMICILIARY AGENT
ING BELGIUM SA/NV
By: By:
/S/ Bertrand Soenen /S/ Francois De Witte
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Bertrand Soenen Francois De Witte
Head of Securities Transaction Head of International Cash
Management Management Sales and CP/MTN
Origination