WWW.EXFILE.COM, INC. -- 14802 -- 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, 2006
____________________
Harsco
Corporation
(Exact
name of registrant as specified in its charter)
|
DE
|
1-3970
|
23-1483991
|
|
(State
or other jurisdiction
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
|
of
incorporation)
|
|
|
|
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. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
2.03
|
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a
Registrant.
|
Amendment
to Credit Facility
On
December 22, 2006, Harsco Corporation (the “Company”), The Royal Bank of
Scotland, PLC, as syndication agent (the “Syndication Agent”) and Citicorp North
America, Inc., as administrative agent (the “Administrative Agent”), entered
into Amendment No. 1 (“Amendment No. 1”) to the 364-Day Credit Agreement, dated
as of December 23, 2005 (the “Credit Facility”).
Prior
to
Amendment No. 1, the Credit Facility provided for a $100,000,000 facility and
expired on December 22, 2006. As a result of Amendment No. 1, the termination
date of the Credit Facility has been extended until December 21, 2007 and the
Company has been provided with additional flexibility by being allowed to
request, at any time after January 1, 2007, but not more than once, that the
Credit Facility be increased by an amount of $25,000,000 or by integral
multiples of $5,000,000 in excess thereof, provided that the full amount of
the
facility may not exceed $250,000,000.
The
amended Credit Facility provides the Company with additional financial
flexibility to pursue its growth strategies. The Company also has U.S. and
international commercial paper programs and other credit facilities available
as
more fully described in its Form 10-Q for the period ended September 30,
2006.
Amendment
No. 1 further
provides that, in addition to reducing by an amount equal to the net cash
proceeds of the issuance of any equity security in the capital markets or any
debt security in the capital markets with a maturity in excess of one year,
the
Credit Facility will also be reduced in connection with any sale, lease,
transfer or other disposition of any asset of the Company or any of its
subsidiaries (other than sales of inventory in the ordinary course of business
or other asset sales for which the cash proceeds in any single transaction
or
series or related transactions are less than $50,000,000), by an amount equal
to
the net cash proceeds thereof.
After
giving effect to Amendment No. 1, the Credit Facility 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 Credit Facility, the failure to satisfy covenants and specified events
of
bankruptcy and insolvency.
The
foregoing description of Amendment No. 1 and certain provisions of the Credit
Facility does not purport to be complete and is qualified in its entirety by
reference to the full text of Amendment No. 1, which is attached hereto as
Exhibit 10.1, the full text of the Credit Facility 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, 2005. From
time to time, certain of the Lenders provide customary commercial and investment
banking services to the Company.
| Item
9.01. |
Financial
Statements and Exhibits
|
(d) Exhibits.
Exhibit
10.1. Amendment
No. 1 to the Credit Agreement, dated as of December 22, 2006, by and among
Harsco Corporation, The Royal Bank of Scotland, PLC, as syndication agent,
and
Citicorp North America, Inc., as administrative agent.
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 December
22, 2006 |
By: |
/s/ Salvatore
D. Fazzolari |
| |
Salvatore
D.
Fazzolari |
| |
President,
Chief Financial Officer and Treasurer
|
Exhibit
Index
Exhibit
10.1. Amendment
No. 1 to the Credit Agreement, dated as of December 22, 2006, by and among
Harsco Corporation, The Royal Bank of Scotland, PLC, as syndication agent,
and
Citicorp North America, Inc., as administrative agent.