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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
_____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
JANUARY 25, 2005
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(Date of earliest event reported)
HARSCO CORPORATION
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(Exact name of registrant as specified in its charter)
DE 1-3970 23-1483991
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
P.O. BOX 8888 CAMP HILL, PA 17011
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(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 January 25, 2005, Harsco Corporation and National Westminster Bank plc
executed an agreement extending the term of its $50,000,000 (original value,
subsequently reduced to $25,000,000) Facility agreement, dated December 15,
2000, through December 12, 2005. The other significant terms of the facility
remain unchanged.
A copy of the agreement extending the term of the Facility is attached hereto
and incorporated by reference herein as Exhibit 10. The original Facility
agreement, dated December 15, 2000, was filed as Exhibit 10(a) to the Company's
2000 Form 10-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibit 10. Agreement extending term of the Facility
agreement dated December 15, 2000.
EXHIBIT INDEX
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10 Agreement extending term of the Facility agreement dated
December 15, 2000.
SIGNATURES
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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 January 27, 2005 /s/ Salvatore D. Fazzolari
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Salvatore D. Fazzolari
Senior Vice President, Chief
Financial Officer and Treasurer
EXHIBIT 10
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THIS AMENDING AGREEMENT is made the 17th day of December 2004
BETWEEN
(1) HARSCO FINANCE B.V. (a company incorporated in the The Netherlands) and
HARSCO INVESTMENT LIMITED (registered number 03985379) (each a "BORROWER"
and together the "BORROWERS");
(2) HARSCO CORPORATION (a corporation incorporated in the State of Delaware)
(the "GUARANTOR"); and
(3) THE ROYAL BANK OF SCOTLAND PLC acting as agent for NATIONAL WESTMINSTER
BANK PLC (the "LENDER")
WHEREAS
(A) The Lender, the Borrowers and the Guarantor entered into a US$50,000,000
credit facility dated 15 December 2000, as amended by side letters dated
19 December 2001, 14 December 2002, 6 March 2003 and 19 December 2003,
(the "FACILITY AGREEMENT"); and
(B) The Lender, the Borrowers and the Guarantor have agreed to make certain
amendments to the Facility Agreement.
NOW IT IS AGREED as follows:
1. AMENDMENTS
With effect from the Effective Date the following amendments shall be made to
the Facility Agreement:
1.1 In the definition of "FINAL MATURITY DATE" in Clause 1.1 of the Facility
Agreement sub clause (a) shall be deleted in its entirety and replaced
with:
(a) in relation to a Revolving Loan not converted into a Term Loan pursuant
to Clause 7.2 (Term-Out), 12 December 2005 or, if extended in accordance
with Clause 7.3 (Extension), the date provided for in Clause 7.3
(Extension); or
1.2 Clause 7.2(b)(i) shall be deleted in its entirety and replaced with:
(i) the date to which the Final Maturity Date for each Term Loan converted
from a Revolving Loan is to be extended, which date shall be no later
than 12 December 2006;
1.3 Clause 7.2(b)(iv) shall be deleted in its entirety and replaced with:
(iv) the Final Maturity Date for any further Term Loan requested, which date
shall be no later than 12 December 2006.
1.4 Clause 19.11 shall be deleted in its entirety and replaced with:
The report on Form 10-K for the period ending December 31, 2003, and the Report
on Form 10-Q for the period ending September 30, 2004, filed by the Guarantor
with the U.S. Securities and Exchange Commission are the most current 10-K and
10-Q financial statements, and fairly represent in all material respects the
Guarantor's financial position at those dates.
2. EFFECTIVE DATE
The Effective Date shall be the date the Lender confirms it has received, in
form and substance satisfactory to it:
2.1 a copy, certified a true and up to date copy by the Secretary of Harsco
Investment Limited of a resolution of its board of directors approving
the execution and delivery of this Amending Agreement and the performance
of the obligations hereunder and authorizing a person or persons
(specified by name) on behalf of it to sign and deliver this Amending
Agreement and any other documents to be delivered by it pursuant hereto
and to give all notices which may be required to be given on its behalf
hereunder;
2.2 a copy of this Amending Agreement signed by the Borrowers and the
Guarantor.
3. FEES
The Guarantor must pay to the Lender a fee of US$35,000.
4. REPRESENTATIONS AND WARRANTIES
The Repeating Representations and Warranties set out in Clause 19.20 of the
Facility Agreement shall be deemed repeated by the Borrowers and the Guarantor
on the date of this Amending Agreement with reference to the facts and
circumstances then existing.
5. MISCELLANEOUS
5.1 All capitalized terms not otherwise defined herein shall have the meaning
ascribed to them in the Facility Agreement.
5.2 All other terms and conditions of the Facility Agreement remain the same.
5.3 This Amending Agreement shall be governed by and construed in accordance
with the laws of England and the parties hereto submit to the
jurisdiction of the English courts.
SIGNED FOR AND ON BEHALF OF:-
THE LENDER
By: /S/ Steve Barlow
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Address: 135 Bishopsgate, London, EC2M 3UR
Industrial and Services Team, Corporate and Institutional Banking
Attention: Mr. S. Barlow
HARSCO FINANCE B.V.
By: /S/ Salvatore D. Fazzolari
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Address: Wenckebachstraat 1, 1951 JZ Velsen-Noord
Postbus 83, 1970 AB Ijmudien, Netherlands
Attention: Financial Manager
HARSCO INVESTMENT LIMITED
By: /S/ Salvatore D. Fazzolari
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Address: Harsco House, Regent Park, 299 Kingston Road
Leatherhead, Surrey KT22 7SG
Attention: M. R. G. Hoad
HARSCO CORPORATION
By: /S/ Salvatore D. Fazzolari
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Address: 350 Poplar Church Road, P.O. Box 8888
Camp Hill, Pennsylvania 17011, USA
Attention: R. G. Yocum