SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. )*
HARSCO CORPORATION
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
415864107
--------------------------------------------------------------------------------
(CUSIP Number)
with a copy to:
Alexander J. Roepers Allen B. Levithan
Atlantic Investment Management, Inc. LOWENSTEIN SANDLER PC
666 Fifth Avenue 65 Livingston Avenue
New York, New York 10103 Roseland, New Jersey 07068
(212) 484-5050 (973) 597-2500
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 13, 2001
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule l3d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
--------------------------------------------------------------------------------
CUSIP NO. 415864107
--------------------------------------------------------------------------------
1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
Atlantic Investment Management, Inc.
--------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ] (b) [ ]
--------------------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------------------------------------
4) Source of Funds (See Instructions): AF, OO
--------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
Not Applicable
--------------------------------------------------------------------------------
6) Citizenship or Place of Organization: Delaware
--------------------------------------------------------------------------------
Number of 7) Sole Voting Power: 2,031,300*
-------------------------------------------
Shares Beneficially 8) Shared Voting Power: 0
-------------------------------------------
Owned by
Each Reporting 9) Sole Dispositive Power: 2,031,300*
-------------------------------------------
Person With: 10) Shared Dispositive Power: 0
-------------------------------------------
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,031,300*
--------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions):
Not Applicable
--------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11): 5.1%*
--------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions): IA
--------------------------------------------------------------------------------
* Includes: (i) 396,143 shares (1.0%) of the Issuer's common stock, par value
$1.25 per share ("Shares"), beneficially owned by AJR International (BVI),
Inc., a British Virgin Islands company, (ii) 151,041 Shares (0.4%)
beneficially owned by Quest Capital Partners, L.P., a Delaware limited
partnership, (iii) 862,222 Shares (2.2%) beneficially owned by Cambrian
Fund Ltd., a British Virgin Islands company, (iv) 231,335 Shares (0.6%)
beneficially owned by Cambrian Partners, L.P., a Delaware limited
partnership and (v) 389,059 Shares (1.0%) held in several Managed Accounts
("Managed Accounts"). In addition, the sole shareholder of the Reporting
Person, Mr. Alexander J. Roepers, beneficially owns 1,500 Shares (0.004%).
The Reporting Person, serving as the investment advisor of the foregoing
parties and the Managed Accounts, has sole voting and dispositive power
over all Shares beneficially owned by such parties or held in the Managed
Accounts. See Items 2 and 5 for additional details.
Item 1. Security and Issuer
-------------------
This statement relates to the common stock, par value $1.25 per share
(the "Shares"), of Harsco Corporation (the "Issuer"). The Issuer has principal
executive offices located at Camp Hill, Pennsylvania 17001-8888.
Item 2. Identity and Background
-----------------------
(a) This statement is filed by Atlantic Investment Management, Inc.,
a Delaware corporation (the "Reporting Person"), with respect to 2,031,300
Shares over which the Reporting Person has sole dispositive and voting power by
reason of serving as the investment advisor to (i) AJR International (BVI) Inc.,
a British Virgin Islands company ("AJR"), (ii) Quest Capital Partners, L.P., a
Delaware limited partnership ("Quest"), (iii) Cambrian Fund Ltd., a British
Virgin Islands company ("Cambrian Fund"), (iv) Cambrian Partners, L.P., a
Delaware limited partnership ("Cambrian Partners"), (v) several managed accounts
(the "Managed Accounts") and (vi) Alexander J. Roepers, the president and sole
shareholder of the Reporting Person. Mr. Roepers also serves as the general
partner of Quest and Cambrian Partners.
(b) The business address of the Reporting Person and Mr. Roepers is
666 Fifth Avenue, 34th Floor, New York, New York 10103.
(c) The principal business of the Reporting Person is that of an
investment advisor engaging in the purchase and sale of securities for
investment with the objective of capital appreciation on behalf of AJR, Quest,
Cambrian Fund, Cambrian Partners, the Managed Accounts and Mr. Roepers. The
principal occupation of Mr. Roepers is serving as the president and managing
officer of the Reporting Person.
(d) Neither the Reporting Person nor Mr. Roepers has, during the past
five (5) years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Neither the Reporting Person nor Mr. Roepers has, during the past
five (5) years, been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is now subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) Mr. Roepers is a citizen of The Netherlands.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
The Shares purchased by the Reporting Person on behalf of AJR, Quest,
Cambrian Fund, Cambrian Partners and the Managed Accounts were purchased with
the investment capital of such entities and accounts. The Shares purchased
individually by Mr. Roepers were purchased with the personal funds of Mr.
Roepers. The aggregate amount of funds used in making the purchases reported on
this Schedule 13D was $5,530,692.
Item 4. Purpose of Transaction
----------------------
The Reporting Person acquired, on behalf of AJR, Quest, Cambrian Fund,
Cambrian Partners, the Managed Accounts and Mr. Roepers, and continues to hold
the Shares reported herein for investment purposes. The Reporting Person intends
to evaluate the performance of the Shares as an investment in the ordinary
course of business. The Reporting Person pursues an investment objective that
seeks capital appreciation. In pursuing this investment objective, the Reporting
Person analyzes the operations, capital structure and markets of companies in
which the Reporting Person's clients invest, including the Issuer, on a
continuous basis through analysis of documentation and discussions with
knowledgeable industry and market observers and with representatives of such
companies.
The Reporting Person will continuously assess the Issuer's business,
financial condition, results of operations and prospects, general economic
conditions, the securities markets in general and those for the Shares in
particular, other developments and other investment opportunities. Depending on
such assessments, the Reporting Person may acquire additional Shares or may
determine to sell or otherwise dispose of all or some of the Shares presently
held by AJR, Quest, Cambrian Fund, Cambrian Partners, the Managed Accounts and
Mr. Roepers in the open market or in private transactions. Such actions will
depend upon a variety of factors, including, without limitation, current and
anticipated future trading prices for the Shares, the financial condition,
results of operations and prospects of the Issuer, alternative investment
opportunities, general economic, financial market and industry conditions and
other factors that the Reporting Person may deem material to its investment
decision.
The Reporting Person will continue its active discussions with the
Issuer's management with respect to (i) actions which might be taken by the
management of the Issuer to maximize shareholder value of the Issuer and (ii)
improving the Issuer's investor relations. In addition, the Reporting Person may
hold discussions with other parties who might engage in shareholder value
enhancing activities for the benefit of all of the Issuer's shareholders. There
can be no assurance that the Reporting Person will take any of the actions
described in the previous sentence.
Except as set forth above, the Reporting Person has no present plans or
proposals which relate to or would result in any of the transactions required to
be described in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) Based upon the information contained in the Issuer's Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on
December 8, 2001, there were issued and outstanding 39,962,978 Shares as of
October 31, 2001.
(b) The Reporting Person does not directly own any Shares. The
Reporting Person has entered into an investment advisory agreement with each of
AJR, Quest, Cambrian Fund, Cambrian Partners and the Managed Accounts, pursuant
to which the Reporting Person has investment authority with respect to the
securities held by such entities or in such accounts. Such power includes the
power to dispose of and the power to vote the Shares. By reason of the
provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, the
Reporting Person is deemed to be the beneficial owner of the Shares held by such
entities and accounts. In addition, the Reporting Person has sole dispositive
and voting power over the 1,500 Shares beneficially owned by Mr. Roepers.
Accordingly, the Reporting Person is deemed the beneficial owner of 2,031,300
Shares, or 5.1% of the outstanding Shares.
(c) The following table details the transactions by the Reporting
Person, on behalf of AJR, Quest, Cambrian Fund, Cambrian Partners and the
Managed Accounts, as well as transactions by Mr. Roepers, in the Shares during
the past sixty (60) days:
Date Quantity Price Type of Transaction
10/31/01 35,000 $31.98 Open Market Purchase
10/31/01 25,000 32.08 Open Market Purchase
11/30/01 20,000 33.50 Open Market Purchase
11/30/01 10,000 33.54 Open Market Purchase
12/03/01 22,700 33.30 Open Market Purchase
12/04/01 1,800 33.10 Open Market Purchase
12/10/01 20,000 33.83 Open Market Purchase
12/11/01 2,000 33.80 Open Market Purchase
12/12/01 6,300 33.54 Open Market Purchase
12/13/01 25,000 33.32 Open Market Purchase
12/14/01 10,000 32.95 Open Market Purchase
Except for the transactions listed above, neither the Reporting Person,
any entity for which the Reporting Person serves as investment advisor, nor any
person or entity controlled by the Reporting Person, nor Mr. Roepers has traded
Shares during the past sixty (60) days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
-----------------------------------------------------------------------
Not Applicable
Item 7. Material to be filed as exhibits
--------------------------------
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned hereby certifies that the information set forth in
this statement is true, complete and correct.
December 17, 2001
ATLANTIC INVESTMENT MANAGEMENT, INC.
By: /s/ Alexander J. Roepers
-------------------------------------
Alexander J. Roepers, President
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).