SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
July 24, 2002
--------------------------------------------------------------------------------
(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: 2,692,400*
Shares Beneficially 8) Shared Voting Power: 0
Owned by Each Reporting 9) Sole Dispositive Power: 2,692,400*
Person With: 10) Shared Dispositive Power: 0
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,692,400*
--------------------------------------------------------------------------------
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): 6.71%*
--------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions): IA
--------------------------------------------------------------------------------
* Includes: (i) 552,641 shares (1.4%) 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) 211,757 Shares (0.5%)
beneficially owned by Quest Capital Partners, L.P., a Delaware limited
partnership, (iii) 972,356 Shares (2.4%) beneficially owned by Cambrian
Fund Ltd., a British Virgin Islands company, (iv) 241,865 Shares (0.6%)
beneficially owned by Cambrian Partners, L.P., a Delaware limited
partnership, (v) 711,581 Shares (1.8%) held in several Managed Accounts
("Managed Accounts") and (vi) 700 Shares (0.002%) beneficially owned by
Atlantic Investment Management's 401k/Profit Sharing Plan. 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
Atlantic Investment Management, Inc., a Delaware corporation (the
"Reporting Person"), hereby amends its statement on Schedule 13D filed with
the Securities and Exchange Commission on December 17, 2001 with respect 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 17001-888.
Item 2. Identity and Background
(a) This statement is filed by the Reporting Person with respect to
2,692,400 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"), (vi) Atlantic Investment Management's 401k/Profit Sharing Plan
(the "Plan") and (vii) 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, the Plan 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, the Managed Accounts and the Plan 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 $8,404,154.
Item 4. Purpose of Transaction
The Reporting Person acquired, on behalf of AJR, Quest, Cambrian Fund,
Cambrian Partners, the Managed Accounts, the Plan 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, the Plan 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 May 10,
2002, there were issued and outstanding 40,121,711 Shares as of March 31,
2002.
(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, the Managed Accounts and the Plan,
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 2,692,400 Shares, or 6.71% of the
outstanding Shares.
(c) The following table details the transactions by the Reporting Person,
on behalf of AJR, Quest, Cambrian Fund, Cambrian Partners, the Managed
Accounts and the Plan, as well as transactions by Mr. Roepers, in the
Shares during the past sixty (60) days:
Date Quantity Price Type of Transaction
5/31/2002 5,000 $40.18 Open Market Purchase
7/15/2002 40,000 33.94 Open Market Purchase
7/16/2002 40,000 34.51 Open Market Purchase
7/17/2002 40,000 33.95 Open Market Purchase
7/18/2002 40,000 29.90 Open Market Purchase
7/19/2002 20,000 29.96 Open Market Purchase
7/22/2002 70,000 28.90 Open Market Purchase
7/23/2002 10,800 26.74 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.
July 24, 2002
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).