WWW.EXFILE.COM -- 888-775-4789 -- HARSCO CORPORATION -- FORM 8-K -- 16237
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
23, 2008
____________________
Commission
File Number 1-3970
HARSCO
CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware
|
|
23-1483991
|
|
(State
or other jurisdiction of incorporation or organization)
|
|
(I.R.S.
employer identification number)
|
|
|
|
|
|
350
Poplar Church Road, Camp Hill, Pennsylvania
|
|
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:
□ 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
2.05
|
Costs
Associated with Exit or Disposal
Activities.
|
In
response to the global financial and economic crisis, on December 23, 2008, the
Board of Directors of Harsco Corporation (“the Company”) approved the details of
a previously-announced restructuring program designed to improve organizational
efficiency and enhance profitability and shareholder value by generating annual
operating expense savings. These important countermeasures are being taken to
reinforce 2009 and future performance.
Under the
restructuring program, the Company is principally exiting certain
underperforming contracts with customers, closing certain facilities, and
reducing its global workforce, as previously announced. The extent of the
restructuring program has increased from previously announced estimates to
include additional actions being taken as the global financial and economic
crisis has continued to deepen.
The
Company estimates it will incur approximately $25 million to $35 million in
pre-tax restructuring program charges in its fourth quarter ending December 31,
2008 in accordance with Statement of Financial Accounting Standards (“SFAS”) No.
112, “Employers' Accounting for Postemployment Benefits—an amendment of FASB
Statements No. 5 and 43;” SFAS No.146, “Accounting for Costs Associated with
Exit or Disposal Activities;” and other applicable generally accepted accounting
principles. The Company estimates that the restructuring charges will consist
primarily of severance and other employee-related costs (approximately $10
million to $14 million); charges related to exiting underperforming contracts
with customers and underperforming operations (approximately $8 million to $11
million); facility closure and lease run-out costs (approximately $3 million to
$4 million); pension plan curtailment charges ($2 million to $3 million); and
asset impairment charges (approximately $2 million to $3 million). Except for
approximately $12 million to $16 million of the total charges that are expected
to be non-cash, the balance of the charges will result in cash payments, with
some minor cash payments in 2008 and the remaining balance to be paid in
2009.
The
Company currently estimates that the restructuring program ultimately will
generate annual cost savings of approximately $30 million to $40 million, with a
majority of the cost savings being realized beginning in 2009.
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
anticipated future charges, cash expenditures and cost savings associated with
the restructuring program. In particular, all of these charges and
cost savings are estimates and are therefore subject to change. 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: the timing of the facility
closings; severance and other employee-related costs that differ from original
estimates because of the timing of employee terminations; amounts for non-cash
charges relating to inventories and property, plant and equipment that differ
from the original estimates because of the ultimate fair market value of such
inventories and property, plant and equipment; and the Company’s ability to
achieve savings from the restructuring program. 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.
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.
|
|
|
|
HARSCO
CORPORATION
|
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DATE
|
December
30, 2008
|
|
/S/
Mark E. Kimmel
|
|
|
|
|
|
Mark
E. Kimmel
|
|
|
|
|
|
Senior
Vice President, Chief Administrative Officer, General Counsel
and Corporate Secretary
|
|