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 [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, 1995 ----------------- 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 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 Savings Plan (4) Description of Federal Tax Considerations - 2 - 3 HARSCO CORPORATION SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS FORM 11-K ANNUAL REPORT ------------------- * Refer to item numbers in Form 5500 (Annual Return/Report of Employee Benefit Plan) for the plan year ended December 31, 1995. - 3 -
Form 11-K Pages ----- Report of Independent Accountants 4 - 5 Financial Statements: Statements of Net Assets Available for Benefits with Fund Information: December 31, 1995 - Non-Participant Directed: Harsco Common Stock Fund - Participant Directed: Harsco Common Stock Fund, Fixed Income Fund, Fidelity Magellan Fund, S&P 500 Fund, International Equity Fund, Asset Allocation Fund, and Participant Loans 6 December 31, 1994 - Non-Participant Directed: Harsco Common Stock Fund - Participant Directed: Harsco Common Stock Fund, Fixed Income Fund, Fidelity Magellan Fund, S&P 500 Fund, International Equity Fund, Asset Allocation Fund, and Participant Loans 7 Statement of Changes in Net Assets Available for Benefits with Fund Information for the year ended: December 31, 1995 - Non-Participant Directed: Harsco Common Stock Fund - Participant Directed: Harsco Common Stock Fund, Fixed Income Fund, Fidelity Magellan Fund, S&P 500 Fund, International Equity Fund, Asset Allocation Fund, and Participant Loans 8 Notes to Financial Statements 9 - 15 Supplemental Schedules: Assets Held for Investment Purposes as of December 31, 1995 - 27(a)* 16 Reportable Transactions for the year ended December 31, 1995 - 27(d)* 17 4 REPORT OF INDEPENDENT ACCOUNTANTS To the Plan Administrative Committee of the Harsco Corporation Savings Plan: We have audited the accompanying financial statements of the Harsco Corporation Savings Plan listed in the Index on page 3 of this Form 11-K. These financial statements are the responsibility of the Administrative Committee. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. As discussed in Note 4 to the financial statements, effective January 1, 1994, the Harsco Corporation Savings Plan II was merged into the Harsco Corporation Savings Plan. Also effective January 1, 1994, the Harsco BMY-Combat Systems Division participants in the Harsco Corporation Savings Plan (and their respective account balances) were transferred out of the Harsco Corporation Savings Plan to a transitional savings plan established by United Defense L.P., a limited partnership of FMC Corporation and Harsco Corporation. Effective July 1, 1994, the Sherwood Selpac Corporation Profit Sharing Thrift Plan was merged into the Harsco Corporation Savings Plan. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1995 and 1994, and the changes in net assets available for benefits for the year ended December 31, 1995 in conformity with generally accepted accounting principles. Our audits were performed 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 with fund information and the statement of changes in net assets available for benefits with fund information is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and fund information have been subjected to the audit 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. - 4 - 5 As discussed in the notes to the supplemental schedules, information provided by the Trustee and presented in the schedules of investments and reportable transactions does not disclose the historical cost of certain plan assets held by the Plan trustee. Disclosure of this information is required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. COOPERS & LYBRAND L.L.P. Philadelphia, Pennsylvania June 10, 1996 - 5 - 6 HARSCO CORPORATION SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION December 31, 1995 The accompanying notes are an integral part of the financial statements. - 6 -
Non-Participant Directed Participant - Directed --------------- ------------------------------------------------------------- Harsco Harsco Common Common Fixed Fidelity S & P Stock Stock Income Magellan 500 Total Fund Fund Fund Fund Fund ---------- ------------ -------- -------- -------- ------- Assets Investments, at fair value: Harsco Corporation 1,202,750 shares of common stock $ 69,909,844 $ 35,979,101 $ 33,930,743 $ - $ - $ - Mutual Funds 30,279,749 - - - 13,345,571 8,646,887 Short-term investments 917,144 338,338 319,076 19,178 240,552 - Bank Common Trust Funds 6,961,172 - - 6,961,172 - - Participant loans 5,076,350 - - - - - Guaranteed rate group annuity contract 5,007,182 - - 5,007,182 - - ----------- ---------- ------------ ----------- ------------ ----------- Total investments 118,151,441 36,317,439 34,249,819 11,987,532 13,586,123 8,646,887 ----------- ---------- ----------- ----------- ------------ ----------- Contributions Receivable: Employer's 48,004 48,004 - - - - Participants' 62,960 - 33,644 6,677 3,140 6,927 Interest Receivable 98 43 41 3 11 - Securities Sold 4,423 - - - 4,423 - ----------- ---------- ------------ ----------- ---------- ----------- Total receivables 115,485 48,047 33,685 6,680 7,574 6,927 ----------- ---------- ------------ ----------- ---------- ----------- Total assets 118,266,926 36,365,486 34,283,504 11,994,212 13,593,697 8,653,814 Liabilities Securities Purchased (58,498) (16,023) (42,475) - - - ----------- ---------- ------------ ----------- ---------- ----------- Net assets available for benefits $ 118,208,428 $ 36,349,463 $ 34,241,029 $ 11,994,212 $ 13,593 ,697 $ 8,653,814 ============= =========== =========== =========== ============ =========== Participant - Directed -------------------------------------------- International Asset Equity Allocation Participant Fund Fund Loans ------------ ------------ ----------- Assets Investments, at fair value: Harsco Corporation 1,202,750 shares of common stock $ - $ - $ - Mutual Funds 1,683,320 6,603,971 - Short-term investments - - - Bank Common Trust Funds - - - Participant loans - - 5,076,350 Guaranteed rate group annuity contract - - - ---------- ---------- ---------- Total investments 1,683,320 6,603,971 5,076,350 ---------- ---------- ---------- Contributions Receivable: Employer's - - - Participants' 4,206 8,366 - Interest Receivable - - - Securities Sold - - - ---------- ---------- ---------- Total receivables 4,206 8,366 - ---------- ---------- ---------- Total assets 1,687,526 6,612,337 5,076,350 Liabilities Securities Purchased - - - ---------- ---------- ---------- Net assets available for benefits $ 1,687,526 $ 6,612,337 $ 5,076,350 ========== ========== ========== 7 ' HARSCO CORPORATION SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION December 31, 1994 The accompanying notes are an integral part of the financial statements. - 7 -
Non-Participant Directed Participant - Directed ----------------- --------------------------------------------------------- Harsco Harsco Common Common Fixed Fidelity S & P Stock Stock Income Magellan 500 Total Fund Fund Fund Fund Fund ------------- ---------- ---------- -------- -------- ------- Assets Investments, at fair value: Harsco Corporation 1,238,548 shares of common stock $ 50,625,650 $ 24,872,382 $ 25,753,268 $ - $ - $ - Mutual Funds 19,473,579 - - - 8,744,862 5,098,218 Short-term investments 643,014 251,601 260,513 35,217 95,683 - Bank Common Trust Funds 2,115,359 - - 2,115,359 - - Participant loans 3,313,458 - - - - - Guaranteed rate group annuity contract 9,951,520 - - 9,951,520 - - ----------- ---------- ----------- ----------- ---------- ---------- Total investments 86,122,580 25,123,983 26,013,781 12,102,096 8,840,545 5,098,218 ----------- ---------- ----------- ----------- ---------- ---------- Contributions Receivable: Employer's 113,070 113,070 - - - - Participants' 302,218 - 140,197 40,611 54,361 25,603 Interest Receivable 2,766 1,238 1,282 - 246 - Securities Sold 64,921 31,895 33,026 - - - ----------- ---------- ----------- ----------- ---------- ---------- Total receivables 482,975 146,203 174,505 40,611 54,607 25,603 ----------- ---------- ----------- ----------- ---------- ---------- Total assets 86,605,555 25,270,186 26,188,286 12,142,707 8,895,152 5,123,821 Liabilities Securities Purchased (85,839) (12,125) (55,042) - (18,672) - ----------- ---------- ----------- ----------- ---------- ---------- Net assets available for benefits $ 86,519,716 $ 25,258,061 $ 26,133,244 $ 12,142,707 $ 8,876,480 $ 5,123,821 =========== =========== =========== =========== ========== ========== Participant - Directed -------------------------------------------------- International Asset Equity Allocation Participant Fund Fund Loans -------------- ---------- ----------- Assets Investments, at fair value: Harsco Corporation 1,238,548 shares of common stock $ - $ - $ - Mutual Funds 1,463,677 4,166,822 - Short-term investments - - - Bank Common Trust Funds - - - Participant loans - - 3,313,458 Guaranteed rate group annuity contract - - - ---------- ---------- ---------- Total investments 1,463,677 4,166,822 3,313,458 ---------- ---------- ---------- Contributions Receivable: Employer's - - - Participants' 11,603 29,843 - Interest Receivable - - - Securities Sold - - - ---------- ---------- ---------- Total receivables 11,603 29,843 - ---------- ---------- ---------- Total assets 1,475,280 4,196,665 3,313,458 Liabilities Securities Purchased - - - ---------- ---------- ---------- Net assets available for benefits $ 1,475,280 $ 4,196,665 $ 3,313,458 ========== ========== ========== 8 HARSCO CORPORATION SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION December 31, 1995 The accompanying notes are an integral part of the financial statements. - 8 -
Non-Participant Directed Participant - Directed ----------------- ---------------------------------------------------------- Harsco Harsco Common Common Fixed Fidelity S & P Stock Stock Income Magellan 500 Total Fund Fund Fund Fund Fund ------------- ---------- ------------ -------- --------- ------- Additions to net assets attributed to: Investment income Net appreciation/ (depreciation) in the fair value of investments $ 27,135,889 $ 10,541,154 $ 10,262,564 $ - $ 2,642,891 $ 2,158,584 Dividends 2,569,122 924,553 871,917 - 772,652 - Interest - short-term investments 494,468 16,863 16,376 451,298 9,931 - Interest - group annuity contracts 287,083 - - 287,083 - - Interest - participant loans 372,283 - - - - - ----------- --------- ---------- ---------- ---------- ---------- 30,858,845 11,482,570 11,150,857 738,381 3,425,474 2,158,584 Cash Contributions: Employer's, less forfeitures of $53,052 3,456,788 3,456,788 - - - - Participants' 10,667,208 - 3,250,906 1,524,411 2,493,979 1,456,811 ----------- --------- ---------- ---------- ---------- ---------- Total additions 44,982,841 14,939,358 14,401,763 2,262,792 5,919,453 3,615,395 ----------- --------- ---------- ---------- ---------- ---------- Deductions Deductions from net assets attributed to Employee withdrawals 13,294,129 3,722,643 2,753,170 3,662,491 1,117,447 753,937 ----------- --------- ---------- ---------- ---------- ---------- Net increase/(decrease) prior to Interfund transfers 31,688,712 11,216,715 11,648,593 (1,399,699) 4,802,006 2,861,458 Interfund transfers - (125,313) (3,540,808) 1,251,204 (84,789) 668,535 ----------- --------- ---------- ---------- ---------- ---------- Net increase/(decrease) 31,688,712 11,091,402 8,107,785 (148,495) 4,717,217 3,529,993 Net assets available for benefits: December 31, 1994 86,519,716 25,258,061 26,133,244 12,142,707 8,876,480 5,123,821 ----------- ----------- ---------- ---------- ---------- ---------- December 31, 1995 $118,208,428 $ 36,349,463 $ 34,241,029 $ 11,994,212 $ 13,593,697 $ 8,653,814 =========== =========== =========== ========== ========== ========== Participant - Directed ---------------------------------------------------- International Asset Equity Allocation Participant Fund Fund Loans ---------------- ------------ ----------- Additions to net assets attributed to: Investment income Net appreciation/ (depreciation) in the fair value of investments $ 153,267 $ 1,377,429 $ - Dividends - - - Interest - short-term investments - - - Interest - group annuity contracts - - - Interest - participant loans - - 372,283 ---------- ---------- ------------ 153,267 1,377,429 372,283 Cash Contributions: Employer's, less forfeitures of $53,052 - - - Participants' 507,687 1,433,414 - ---------- ---------- ------------ Total additions 660,954 2,810,843 372,283 ---------- ---------- ------------ Deductions Deductions from net assets attributed to Employee withdrawals 213,235 657,873 413,333 ---------- ---------- ------------ Net increase/(decrease) prior to Interfund transfers 447,719 2,152,970 (41,050) Interfund transfers (235,473) 262,702 1,803,942 ---------- ---------- ------------ Net increase/(decrease) 212,246 2,415,672 1,762,892 Net assets available for benefits: December 31, 1994 1,475,280 4,196,665 3,313,458 ---------- ---------- ------------ December 31, 1995 $ 1,687,526 $ 6,612,337 $ 5,076,350 ========== ========== ============ 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 or other related company 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. An employee who has completed at least one thousand (1,000) hours of service during the twelve (12) month period beginning with the date of commencement of his employment is deemed an "Eligible Employee". 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 compensation may also elect to contribute from 1% to 10% of his 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 $9,240. 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 - 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. Investment management fees related to the Harsco Common Stock Fund, the Fixed Income Fund, and the Fidelity Magellan Fund are paid by the Company. Investment management fees related to the S&P 500 Fund, the International Equity Fund, and the Asset Allocation fund are paid by the Plan Participants. Plan recordkeeping fees and Participant directed investment fund change fees (not in excess of four changes per plan year) are paid by the Company. Effective April 1, 1994, 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, based on the Trustee's prime rate plus one percent, ranged from 7.25% to 10.00% during 1995. 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 - 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. The Participant Group Annuity Contracts with Metropolitan Life Insurance Company (Metropolitan), are stated at fair value which approximates cost plus accrued interest with principal and interest guaranteed by Metropolitan. The Common Trust Funds with Wells Fargo Bank, N.A. are stated at market value, which represents the closing price of the fund on the last trading day of the calendar year. The Fidelity Magellan Mutual Fund shares in the Fidelity Magellan Fund, are stated at market value, which represents the closing price of the fund on the last trading day of the calendar year. S&P 500 Mutual Fund shares in the S&P 500 Fund are stated at market value, which represents the closing price on the last day of trading of the calendar year. The International Equity Fund shares in the International Equity Fund are stated at market value, which represents the closing price on the last day of trading of the calendar year. The Asset Allocation Mutual Fund shares in the Asset Allocation Fund are stated at market value, which represents the closing price on the last day of trading of the calendar year. Short-term investments, which represent the temporary investment of funds until purchases of common stock are completed, are invested in the Wells Fargo Bank Money Market Fund. Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make significant 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. Reclassifications: Certain amounts in the 1994 financial statement have been reclassified to conform with the 1995 presentation. - 11 - 12 NOTES TO FINANCIAL STATEMENTS OF SAVINGS PLAN, continued 2. Summary of Significant Accounting Policies: (Continued) 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 purchase 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. 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 participants' 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) Fixed Income Fund - (consisting of investments purchased with participants' contributions): a fund currently maintained through an agreement with one or more insurance companies or other financial institutions, designated by the Company, under which the insurance company or financial institution shall guarantee repayment of the principal and payment of interest at a fixed annual rate for a specified period of time in accordance with the terms of the agreement. Starting on January 1, 1994, participants earned interest at a variable rate on all monies contributed to the fund. The 1995 Fixed Income Fund Average Rate of Return was 6.19%. - 12 - 13 NOTES TO FINANCIAL STATEMENTS OF SAVINGS PLAN, continued 3. Investment Programs: (Continued) (3) Fidelity Magellan Fund - (consisting of investments purchased with participants' contributions): a fund consisting of shares of the Fidelity Magellan Mutual Fund which is managed by Fidelity Management and Research Company, Boston, Massachusetts. (4) S&P 500 Fund - (consisting of investments purchased with participants' contributions): a fund consisting of investments in the same stocks and in substantially the same percentages as the S&P 500 Index. These stocks represent approximately 75% of the market value of all publicly-traded common stocks in the United States. This fund was offered as a new investment option starting April 1, 1994. (5) International Equity Fund - (consisting of investments purchased with participants' contributions): a fund consisting of investments in over 1,000 foreign stocks in the equity markets of 20 predominantly Western European and Pacific Rim countries representing over 90% of the overseas equity market. This fund was offered as a new investment option starting April 1, 1994. (6) Asset Allocation Fund - (consisting of investments purchased with participants' contributions): a fund consisting of investments among three asset classes consisting of S&P 500 Index common stocks, U.S. Treasury Bonds with maturities ranging from 20 to 30 years, and Wells Fargo Bank Money Market securities. This fund was offered as a new investment option starting April 1, 1994. If at any time it is not possible for the Trustee to purchase Common Stock of the Company as required for the Harsco Common Stock Fund, the Trustee will invest such funds in short-term obligations of the United States government or agencies thereof or in other types of short-term investments, including commercial paper (other than obligations of the Company or its affiliates). The Plan provides for various investment options in any combination of stocks, bonds, fixed income securities, mutual funds, and other investment securities. 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. - 13 - 14 NOTES TO FINANCIAL STATEMENTS OF SAVINGS PLAN, continued 3. Investment Programs: (Continued) There were 4,243 participants at December 31, 1995 who participated in one or more of the six investment funds. At December 31, 1995 the number of participants selecting each of the investment funds for their contributions was as follows: 4. Plan Mergers: Effective January 1, 1994, Harsco Corporation Savings Plan II was merged into the Harsco Corporation Savings Plan, which amounted to $11,953,849. On January 28, 1994, FMC Corporation ("FMC") and the Company announced completion of a series of agreements, first announced in December 1992, to combine certain assets and liabilities of FMC's Defense Systems Group and the Company's BMY-Combat Systems Division. The effective date of the combination was January 1, 1994. The combined company, United Defense, L.P., operates as a limited partnership ("partnership"). FMC, as the Managing General partner, has a 60 percent equity interest, and Harsco Defense Holding, Inc., a wholly-owned subsidiary of the Company, as the Limited Partner, has a 40 percent equity interest. Pursuant to the provisions of the Partnership Agreement, the partnership established certain transitional employee benefit plans to cover the former Harsco and FMC employees who were transferred to the Partnership. With respect to those former Harsco Employees covered by the Harsco Employees Savings Plan, the Partnership, effective January 1, 1994, established a Transition Savings Plan and, consequently, assets representing the full account balances of former Harsco employees were transferred from the Harsco Corporation Savings Plan to the Partnership's Transition Savings Plan as of the same date, which amounted to $29,521,185. Effective July 1, 1994, the Sherwood Selpac Corporation Profit Sharing Thrift Plan was merged into the Harsco Corporation Savings Plan. All qualified assets of the Sherwood Selpac Corporation Profit Sharing Thrift Plan were transferred into the Harsco Corporation Savings Plan in August 1994, which amounted to $2,012,512. - 14 -
Harsco Corporation Common Stock . . . . . . . . . . . . . . . 4,149 Fixed Income Fund . . . . . . . . . . . . . . . . . . . . . . 1,938 Fidelity Magellan Fund . . . . . . . . . . . . . . . . . . . . 2,260 S & P 500 Stock Fund . . . . . . . . . . . . . . . . . . . . . 1,853 International Equity Fund . . . . . . . . . . . . . . . . . . 746 Asset Allocation Fund . . . . . . . . . . . . . . . . . . . . 1,486 15 NOTES TO FINANCIAL STATEMENTS OF SAVINGS PLAN, continued 5. Federal Income Taxes: The Company received a determination 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. As to the Federal Income Tax status of the employees with respect to the Plan, see "Description of Federal Tax Considerations", Exhibit (4), incorporated by reference. - 15 - 16 HARSCO SAVINGS PLAN ASSETS HELD FOR INVESTMENT PURPOSES - ITEM 27(a) (FORM 5500) December 31, 1995 (1) Participant Loans do not exceed five years to maturity and interest rates charged during 1995 ranged from 7.25% to 10.00%. * The historical cost information was not available from the trustee or custodian due to the cumulative nature of the costs in these funds. - 16 -
Shares or Current Par Value Description of Investment Cost Value - --------- ------------------------- --------------- --------------- Common Stock: 1,202,750 Harsco Corp. Common Stock, par value $1.25 $ * $ 69,909,844 -------------- Total Common Stock 69,909,844 -------------- Contracts - Insurance, at contract value $ 5,007,182 Metropolitan Life Insurance GAC '13400, 5.48%, 1/1/1996 * 5,007,182 -------------- Total Contracts - Insurance 5,007,182 -------------- 560,449 Wells Fargo Bank, N.A 6,945,442 6,961,172 Common Trust Fund N/A Participant Loans (1) - 0 - 5,076,350 Mutual Funds: 993,933 Fidelity Magellan Fund * 13,345,571 383,114 S & P 500 Fund 6,482,703 8,646,887 125,903 International Equity Fund 1,525,999 1,683,320 343,242 Asset Allocation Fund 5,247,780 6,603,971 -------------- Total Mutual Funds 30,279,749 -------------- $917,144 Short-Term Investments - Wells Fargo Bank Money Market Fund 917,144 917,144 -------------- Total Assets Held for Investment Purposes $ 118,151,441 ============== 17 HARSCO CORPORATION SAVINGS PLAN SCHEDULE OF REPORTABLE TRANSACTIONS - ITEM 27(d) (FORM 5500) For the year ended December 31, 1995 - 17 -
(iii), (iv) (i), (ii) Total Dollar (a) (b) Total Number of Value of (v) Identity of Description Purchases (P) or Purchases or Net Gain or party involved of Asset Sales (S) Sales (Loss) - --------------------------------------------------------------------------------------------------------------------------- Harsco Harsco Common (P) 130 $ 4,122,893 $ - Corporation, plan Stock Fund (S) 122 $ 5,934,093 $ 1,465,119 sponsor Harsco Fixed Income (P) 141 $ 3,094,421 $ - Corporation, plan Fund (S) 109 $ 3,952,162 $ -0- sponsor Harsco Fidelity Magellan (P) 159 $ 2,816,312 $ - Corporation, plan Fund (S) 92 $ 1,332,912 $ 253,231 sponsor 18 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 /x/ R. C. Hawkins ----------------------------- R. C. Hawkins, Chairman Plan Administrative Committee June 21, 1996 - 18 - 19 HARSCO CORPORATION SAVINGS PLAN Annual Report on Form 11-K for the year ended December 31, 1995 INDEX TO EXHIBITS - 19 -
Exhibit Number Data Required Location in 11-K - ------ --------------------------------------- ----------------------------------- 1 Consent of Independent Accountants Page 20 2 Participant's Statement of Account Pages 21 to 24 3 Appendix "B" to Harsco Page 25 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.
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 10, 1996, on our audits of the net assets available for benefits of the Harsco Corporation Savings Plan as of December 31, 1995 and 1994, and the changes in net assets available for benefits for the year ended December 31, 1995. Our report, which includes (A) an emphasis of a matter paragraph regarding (i) the merger of the Harsco Corporation Savings Plan II into the Harsco Corporation Savings Plan, the merger of the Sherwood Selpac Corporation Profit Sharing Thrift Plan into the Harsco Corporation Savings Plan and the transfer of BMY-Combat Systems Division participants out of the Harsco Corporation Savings Plan (and their respective account balances), and (B) explanatory paragraphs regarding (i) supplemental schedules and fund information and (ii) information provided by the trustee and presented in the schedules of investments and reportable transactions does not disclose the historical cost of certain plan assets. COOPERS & LYBRAND L.L.P. COOPERS & LYBRAND L.L.P. Philadelphia, Pennsylvania June 25, 1996 - 20 -
1 EXHIBIT 2 [HARSCO CORPORATION LOGO] HARSCO CORPORATION SAVINGS PLAN ------------------------------------------------------------------------------- YOUR CONTRIBUTIONS -------------------------------------------------------------------------------
QUESTIONS? 800-776-4015 Outside USA 415-396-4015 TDD for hearing impaired 800-772-6009 Social Security Participant Name Birthdate Participant Address Hire Date Adjusted Hire Date ---------------------------------------------------------------------------------------------------------------------------------- YOUR ACCOUNT AT A GLANCE For the Period JANUARY 1, 1995 through DECEMBER 31, 1995 ---------------------------------------------------------------------------------------------------------------------------------- YOUR ACCOUNT BALANCE YOUR CONTRIBUTION PERCENTAGE Ending balance $0.00 Pre-Tax 0% Beginning balance 0.00 After-Tax 0% Net change $0.00 YOUR INVESTMENT ELECTIONS Asset Allocation 0% Harsco Stock 0% S&P 500 Stock 0% Fixed Income 0% Harsco Fidelity Magellan 0% International Equity 0% Vested balance $0.00 TOTAL RETURN ON YOUR INVESTMENTS 3 months ending December 31, 1995 0% 6 months ending December 31, 1995 0% - 21 -
THIS THIS CURRENT VESTED VESTED CONTRIBUTION TYPE QUARTER YEAR BALANCE % BALANCE ----------------------------------------------------------------------------------------- PRE-TAX $0.00 $0.00 $0.00 0 $0.00 AFTER TAX .00 .00 .00 0 .00 ROLLOVER .00 .00 .00 0 .00 COMPANY MATCHING .00 .00 .00 0 .00 SHERWOOD PRIOR MATCH .00 .00 .00 0 .00 ----------------------------------------------------------------------------------------- TOTAL $0.00 $0.00 $0.00 0 $0.00 2 Participant Name EXHIBIT 2 January 1, 1995 through December 31, 1995 ------------------------------------------------------------------------------- YOUR ACCOUNT ACTIVITY -------------------------------------------------------------------------------
INTERNATIONAL ASSET S&P 500 IN TRANSIT EQUITY ALLOCATION STOCK -------------------------------------------------------------------------------------------- BEGINNING BALANCE $0.00 $0.00 $0.00 $0.00 CONTRIBUTIONS 0.00 0.00 0.00 0.00 FUND TRANSFERS 0.00 0.00 0.00 0.00 DISBURSEMENTS 0.00 0.00 0.00 0.00 FUNDS GAIN/LOSS 0.00 0.00 0.00 0.00 LOAN PAYMENTS 0.00 0.00 0.00 0.00 LOAN ADJUSTMENTS 0.00 0.00 0.00 0.00 INTEREST EARNED 0.00 0.00 0.00 0.00 FEES 0.00 0.00 0.00 0.00 FORFEITURES 0.00 0.00 0.00 0.00 ADJUSTMENTS 0.00 0.00 0.00 0.00 PURCHASES 0.00 0.00 0.00 0.00 REDEMPTIONS 0.00 0.00 0.00 0.00 -------------------------------------------------------------------------------------------- ENDING BALANCE $0.00 $0.00 $0.00 $0.00 NUMBER OF FUND SHARES 0.000 0.000 12/29/95 PRICE $0.000 $0.000 - 22 -
FIXED HARSCO FIDELITY EMPLOYEE INCOME STOCK MAGELLAN LOAN TOTALS ------------------------------------------------------------------------------------------- BEGINNING BALANCE $0.00 $0.00 $0.00 $0.00 $0.00 CONTRIBUTIONS 0.00 0.00 0.00 0.00 0.00 FUND TRANSFERS 0.00 0.00 0.00 0.00 0.00 DISBURSEMENTS 0.00 0.00 0.00 0.00 0.00 FUNDS GAIN/LOSS 0.00 0.00 0.00 0.00 0.00 LOAN PAYMENTS 0.00 0.00 0.00 0.00 0.00 LOAN ADJUSTMENTS 0.00 0.00 0.00 0.00 0.00 INTEREST EARNED 0.00 0.00 0.00 0.00 0.00 FEES 0.00 0.00 0.00 0.00 0.00 FORFEITURES 0.00 0.00 0.00 0.00 0.00 ADJUSTMENTS 0.00 0.00 0.00 0.00 0.00 PURCHASES 0.00 0.00 0.00 0.00 0.00 REDEMPTIONS 0.00 0.00 0.00 0.00 0.00 ------------------------------------------------------------------------------------------- ENDING BALANCE $0.00 $0.00 $0.00 $0.00 $0.00 NUMBER OF FUND SHARES 0.000 0.000 0.000 12/29/95 PRICE $0.000 $0.000 $0.000 EQUIVALENT STOCK SHARES 0.000 3 EXHIBIT 2 - -------------------------------------------------------------------------------- FUND PERFORMANCE SUMMARY Returns for periods ending DECEMBER 31, 1995 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- FUND DESCRIPTIONS - --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS ------------------------------------------------------ INVESTMENTS THIS JAN IN YOUR PLAN QUARTER TO DATE 1 YEAR 3 YEAR 5 YEAR 10 YEAR - ----------------------------------------------------------------------------------------------------------------------- STOCK FUNDS Harsco Fidelity Magellan(2) 0.00% 0.00% 0.00% Harsco Stock(2) 0.00 0.00 0.00 International Equity(1) 0.00 0.00 0.00 0.00% 0.00% 0.00% S&P 500 Stock(1) 0.00 0.00 0.00 0.00 0.00 0.00 COMBINATION FUNDS Asset Allocation(1) 0.00 0.00 0.00 0.00 0.00 0.00 FIXED INCOME FUNDS Fixed Income(2) 0.00 0.00 0.00 (1)COLLECTIVE TRUST FUNDS
These graphs represent two kinds of high STABILITY high APPRECIATION potential: stability and appreciation. refers to the fund's potential refers to the fund's They are based solely on the investment to maintain a stable value potential to increase objective of the fund and do not over shorter periods of time in value over longer represent actual or implied performance. periods of time. low low All Harsco Corporation Savings Plans funds, Stability A vertical bar graph with Appreciation A vertical bar graph except for the Harsco Stock Fund have both Example indications of "High" at the Example with indications of a Stability and Appreciation Graph on page 23. Graph: top and "Low" at the bottom Graph: "High" at the top and No graphs are presented for the Harsco Stock of the graph. Light grey shading "Low" at the bottom Fund. extends from the bottom up to of the graph. Black the middle of the graph. shading extends from the bottom up to the middle of the graph. (2)COMPANY CUSTOM FUNDS
ASSET ALLOCATION INTERNATIONAL EQUITY Invests in three asset classes: common Seeks to approximate the stocks, U.S. Treasury bonds and money capitalization-weighted total market instruments. rate of return of markets for international As the expected risk and return of these equity securities traded outside the U.S. asset classes change over time, the fund adjusts its mix in pursuit of a higher International Two separate side by side vertical bar graphs total return consistent with reasonable Equity Fund indicating Stability and Appreciation in the risk. Graphs- International Equity Fund. Asset Two separate side by side vertical bar graphs - The Stability Graph for this fund has light Allocation indicating Stability and Appreciation in the grey shading extending from the bottom Graphs: Asset Allocation Fund. to approximately one-fourth up the graph. - The Appreciation Graph for this fund has - The Stability Graph for this fund has light black shading extending from the bottom grey shading extending from the bottom to aproximately three-quarters up the graph. to approximately mid-point up the graph. - The Appreciation Graph for this fund has black shading extending from the bottom to aproximately three-quarters up the graph. S&P 500 STOCK Seeks to approximate, as closely as practicable, the capitalization-weighted total rate of return of the S&P 500 Index. S&P 500 Two separate side by side vertical bar graphs Stock Graphs- indicating Stability and Appreciation in the S&P Stock Fund. - The Stability Graph for this fund has light grey shading extending from the bottom to approximately one-fourth up the graph. - The Appreciation Graph for this fund has black shading extending from the bottom to aproximately three-quarters up the graph. - 23 -
HARSCO FIDELITY MAGELLAN HARSCO STOCK Seeks capital appreciation by investing Invests principally in the common stock of primarily in common stocks and securities Harsco Corporation. Units of the fund are convertible into common stock of domestic, valued on the basis of the market value foreign and multinational issuers of all sizes of Harsco Corporation common stock. that offer potential for growth. Harsco Two separate side by side vertical bar graphs Fidelity indicating Stability and Appreciation in the Magellan Fund Harsco Fidelity Magellan Fund. Graphs- - The Stability Graph for this fund has light grey shading extending from the bottom to approximately one-fourth up the graph. - The Appreciation Graph for this fund has black shading extending from the bottom to aproximately three-quarters up the graph. FIXED INCOME This is a "hybrid" fund that consists of guaranteed investment contracts (GICs) and shares of the Wells Fargo Income Accumulation Fund. Fixed Income Two separate side by side vertical bar graphs Graphs- indicating Stability and Appreciation in the Fixed Income Fund. - The Stability Graph for this fund has light grey shading extending from the bottom to approximately three-quarters up the graph. - The Appreciation Graph for this fund has black shading extending from the bottom to aproximately one-fourth up the graph. 4 EXHIBIT 2 - -------------------------------------------------------------------------------- IMPORTANT FUND INFORMATION - -------------------------------------------------------------------------------- - 24 -
For all Funds Results of a daily-valued fund may vary from those of a INVESTMENT RISK: Funds are NOT FDIC insured, are NOT less-frequently-valued fund. obligations or deposits of BZW Barclays Global Investors, ----------------------------------------------------------- N.A. ("BGI"), are NOT guaranteed by BGI and involve FOR COMPANY CUSTOM FUNDS investment risk, including possible loss of principal. SOURCE: Company custom funds are unregistered custom The principal and yield of fund shares or participations separate accounts maintained by BZW Barclays Global will fluctuate with changes in market conditions so that Investors and offered as an investment option by the plan an investor's shares or participations, when redeemed, may sponsor. be worth more or less than their original cost. Past RETURNS: All income is reinvested in the funds and is performance is no guarantee of future results. reflected in the unit value. Daily fund inception dates Returns: Total return figures are provided by the fund vary. administrator. These numbers are believed to be reliable but are unaudited and subject to revision. To secure UNIT VALUE: The fund unit value and performance of a revised returns or to obtain prospectuses, call custom fund which is based on an underlying mutual fund 1-800-776-4015. Returns for periods over one year are differs from the net asset value and performance of the annualized. underlying mutual fund due to fees, expenses and crediting AUTOMATED VOICE ANSWERLINE: To use the automated voice of income to units rather than purchase of additional answer line, call 1-800-776-4015 and follow the shares. The custom fund also maintains cash holdings instructions. which may further contribute toward differences in ----------------------------------------------------------- performance between fund units and the underlying mutual FOR COLLECTIVE TRUST FUNDS fund NAV. Source: Collective trust funds are unregistered collective investment funds that are maintained and HARSCO STOCK FUND: The fund maintains cash holdings which offered by BZW Barclays Global Investors. may account for the differences in performance between fund units and common shares. RETURNS: For all funds except the Money Market Fund and the U.S. Government Money Market Fund, all income is ---------------------------------------------------------- reinvested in the funds and is reflected in the unit TRADEMARKS value. * S&P(R) S&P 500(R) and S&P MidCap 400(R) are trademarks RETURNS PRIOR TO INCEPTION: Daily fund inception dates of The McGraw-Hill Companies, Inc. and have been licensed vary; collective fund returns prior to inception are for use by MasterWorks Funds Inc. and BZW Barclays Global principally for less-frequently-valued funds with Investors. The funds are not sponsored, endorsed, sold or substantially similar investment strategies and have been promoted by S&P, and S&P makes no representation or adjusted for management fees and estimated fund expenses. warranty, express or implied regarding the advisability of See individual fund fact sheets for details. investing in the funds.
1 EXHIBIT 3 HARSCO CORPORATION SAVINGS PLAN APPENDIX "B" COLLECTIVE BARGAINING UNITS - 25 -
Collective Bargaining Units Date of Coverage - --------------------------- ---------------- International Brotherhood of April 1, 1990 Boilermakers, Iron Shipbuilders, Blacksmiths, Forgers & Helpers, Local Lodge No. 398 (P-K) United Steelworkers of America July 1, 1990 Local Union No. 8628 (HKT) International Union of Operating Engineers June 1, 1992 Local Union No. 101 (HKT) United Steelworkers of America July 1, 1995 Local Union No. 2176A Local Union No. 1131A (HKT) United Automobile, Aerospace and January 1, 1992 Agricultural Implement Workers of America Local Union No. 2310 (T-W) United Automobile Workers of America July 1, 1994 Local Union No. 1016 (FMT) 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)