WWW.EXFILE.COM, INC. -- 888-775-4789 -- HARSCO CORP. -- FORM 8-K
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) December 22, 2008
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Commission
File Number 1-3970
HARSCO
CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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23-1483991
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
employer identification number)
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350
Poplar Church Road, Camp Hill, Pennsylvania
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17011
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's telephone number,
including area code 717-763-7064
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(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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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Amendment
to Credit Facility
On
December 22, 2008, an amending agreement (the “Amending Agreement”), among
Harsco Finance B.V. and Harsco Investment Limited as borrowers, Harsco
Corporation as guarantor and the Royal Bank of Scotland plc acting as agent for
National Westminster Bank plc (the “Lender”) became effective. As of
the date of the Amending Agreement, the term of the credit facility originally
entered into among the parties on December 15, 2000 (the “Facility Agreement”)
has been extended, and the amount of the credit facility has been reduced to $30
million from $50 million. The reduction in amount accommodates the
Company’s current anticipated liquidity needs and reduces borrowing cost. The
Amending Agreement has further enhanced the Company’s strong liquidity position,
bringing total limits under various credit facilities to $700
million.
The
amended facility serves as back-up to the Company’s commercial paper programs
and also provides available financing for the Company’s European
operations. Borrowings under this facility are available in most
major currencies with active markets at interest rates based upon LIBOR plus a
margin.
As a
result of the Amending Agreement, (i) the final maturity date for any revolving
loan not converted into a term loan has been extended until December 10, 2009
(with such date subject to further extension); (ii) the final maturity date for
each term loan converted from a revolving loan has been extended to December 10,
2010; and (iii) the final maturity date for any further term loan requested has
been changed to December 10, 2010.
After
giving effect to the Amending Agreement, the Facility Agreement continues to
contain usual and customary affirmative and negative covenants and customary
events of default that would permit the lenders to accelerate the loans if not
cured within applicable grace periods, including the failure to make timely
payments under the Facility Agreement, the failure to satisfy covenants and
specified events of bankruptcy and insolvency.
The
foregoing description of the Amending Agreement and certain provisions of the
Facility Agreement do not purport to be complete and are qualified in their
entirety by reference to the full text of the Amending Agreement, which is
attached hereto as Exhibit 10.1, the full text of the Facility Agreement
previously filed with the Commission and by reference to the description of our
debt and credit agreements contained in the Company’s Form 10-K for the year
ended December 31, 2007, and Form 10-Q for the period ended September 30,
2008. From time to time, the Lender provides customary commercial and
investment banking services to the Company.
The
statements contained in this Current Report on Form 8-K that are not historical
facts are “forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. These forward-looking statements include statements regarding the
Company’s strong liquidity position. These forward-looking statements
are made subject to certain risks and uncertainties, which could cause actual
results to differ materially from those presented in these forward-looking
statements. Such risks and uncertainties include, but are not limited
to, the following: changes in the worldwide business environment in which the
Company operates; changes in the performance of stock and bond markets; changes
in governmental laws and regulations; market and competitive changes, including
pricing pressures, market demand and acceptance for new products, services, and
technologies; unforeseen business disruptions in one or more of the
many countries in which the Company operates; the seasonal nature of the
Company’s business; and the successful integration of the Company’s strategic
acquisitions. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date hereof. The
Company undertakes no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that arise after the date
hereof.
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Item
9.01.
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Financial
Statements and Exhibits
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(d) Exhibits.
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Exhibit
10.1.
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Amending
Agreement to the Credit Facility
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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 hereunto
duly authorized.
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HARSCO
CORPORATION
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(Registrant)
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DATE
December 29, 2008
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/s/ Mark
E. Kimmel
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Mark
E. Kimmel
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Senior
Vice President,
Chief Administrative
Officer,
General Counsel
and
Corporate Secretary
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Exhibit
Index
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Exhibit
10.1.
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Amending
Agreement to the Credit Facility
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