UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 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 reported) November 28,
2007
Harsco
Corporation
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
1-3970
|
23-1483991
|
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer 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
|
(Former
Name or Former Address, if Changed Since Last
Report)
|
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.):
|
¨
|
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))
|
Item
1.01 Entry into a Material Definitive
Agreement
On
November 28, 2007, Harsco Corporation (the “Company”) signed an agreement to
sell its Gas Technologies business group, Harsco GasServ, to Wind Point
Partners, a private equity investment firm. The terms include payment
of cash consideration in the amount of $300 million at closing and payment
of up
to $40 million payable post-closing in the form of an earnout, contingent
on the
Gas Technologies group achieving certain performance targets in 2008 or
2009. Completion of the sale is expected in the near future and regulatory
approval has already been received.
A
copy of
the press release announcing the transaction is attached hereto and incorporated
by reference herein as Exhibit 99.1
Item
9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit
99.1. Press release dated November 28,
2007
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
(Registrant)
|
|||
|
DATE
November 30, 2007
|
|
/s/ Salvatore
D.
Fazzolari
|
|
| President and Chief Financial Officer | |||
Exhibit
Index
99.1. Press
release dated November 28, 2007
-
2
-
EXHIBIT
99.1
 |
NEWS
RELEASE
|
|
Harsco
Corporation
Camp
Hill, PA 17011 USA
www.harsco.com
|
Media
Contact
Kenneth
D. Julian
717.730.3683
kjulian@harsco.com
|
Investor
Contact
Eugene
M. Truett
717.975.5677
etruett@harsco.com
|
FOR
IMMEDIATE RELEASE
HARSCO
CORPORATION ANNOUNCES AGREEMENT ON SALE OF
GAS
TECHNOLOGIES BUSINESS GROUP
HARRISBURG,
PA (November 28, 2007). . . Worldwide industrial services company Harsco
Corporation (NYSE: HSC) announced today that it has signed a definitive
agreement to sell its Gas Technologies business group, Harsco GasServ, to Wind
Point Partners, a private equity investment firm with offices in Chicago,
Illinois for a total purchase price of $340 million. The terms
include $300 million payable in cash at closing and $40 million payable in
the
form of an earnout, contingent on the Gas Technologies group achieving certain
performance targets in 2008 or 2009. The transaction is expected to
close in the near future and has already received regulatory
approval.
Harsco
Chairman and CEO Derek C. Hathaway said, “Given our initial announcement in
January of our intention to divest the Harsco GasServ business group and the
time elapsed since then, it can reasonably be concluded that this has been
a
long and arduous process, certainly exacerbated by the U.S. ‘credit
crunch.’ Notwithstanding the timing, we believe we have accomplished
our goals for achieving maximum value for our stockholders in conjunction with
finding a suitable new home for this business. We wish the new owners
and all of the employees every continuing success.”
Included
in the transaction are the four complementary manufacturing and service
businesses that comprise the Harsco GasServ group:
|
·
|
Taylor-Wharton
cryogenic storage units and compressed gas
cylinders
|
|
·
|
American
Welding & Tank propane tanks
|
|
·
|
Sherwood
precision valves
|
|
·
|
Structural
Composites Industries lightweight, filament-reinforced composite
cylinders
|
As
previously announced, proceeds from the sale will provide capital to fund
Harsco’s continuing organic growth initiatives and other opportunities in its
core businesses, as well as debt reduction.
Citigroup
Global Markets Inc. is acting as exclusive financial advisor to
Harsco.
Harsco
Corporation is one of the world’s leading diversified industrial services
companies, serving major customers in the non-residential construction and
infrastructure, steel and metals, energy and railway industries. The
Company posted 2006 revenues of $3.4 billion and employs approximately 21,500
people worldwide. Harsco’s common stock is a component of the S&P
MidCap 400 Index and the Russell 1000 Index. Additional information
can be found at www.harsco.com.
#
#
#