SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
June 18, 2003
- --------------------------------------------------------------------------------
(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: 1,985,800*
-------------------------------------------
Shares Beneficially 8) Shared Voting Power: 0
-------------------------------------------
Owned by
Each Reporting 9) Sole Dispositive Power: 1,985,800*
-------------------------------------------
Person With: 10) Shared Dispositive Power: 0
-------------------------------------------
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,985,800*
- --------------------------------------------------------------------------------
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): 4.90%*
- --------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions): IA
- --------------------------------------------------------------------------------
* Includes: (i) 373,591 shares (0.9%) of the common stock of Harsco
Corporation (the "Issuer"), par value $1.25 per share ("Shares"),
beneficially owned by AJR International (BVI), Inc., a British Virgin
Islands company, (ii) 213,557 Shares (0.5%) beneficially owned by Quest
Capital Partners, L.P., a Delaware limited partnership, (iii) 515,406
Shares (1.3%) beneficially owned by Cambrian Fund Ltd., a British Virgin
Islands company, (iv) 187,715 Shares (0.5%) beneficially owned by Cambrian
Partners, L.P., a Delaware limited partnership and (v) 695,531 Shares
(1.7%) held in several Managed Accounts ("Managed Accounts"). 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 2. Identity and Background
-----------------------
(a) This statement is filed by Atlantic Investment Management, Inc., a
Delaware corporation (the "Reporting Person") with respect to 1,985,800 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") and (v) several managed
accounts (the "Managed Accounts"). Alexander J. Roepers serves as 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 and the Managed Accounts. 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 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 12,
2003, there were issued and outstanding 40,561,713 Shares as of April 30, 2003.
(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. Accordingly, the Reporting Person is deemed the
beneficial owner of 1,985,800 Shares, or 4.90% 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, in the Shares during the past sixty (60) days:
Date Quantity Price Type of Transaction
---- -------- ----- -------------------
5/6/2003 10,000 $35.02 Open Market Sale
5/8/2003 8,600 $35.04 Open Market Sale
5/12/2003 50,000 $35.03 Open Market Sale
5/30/2003 140,000 $35.25 Open Market Sale
6/2/2003 39,400 $35.71 Open Market Sale
6/3/2003 120,400 $35.83 Open Market Sale
6/4/2003 66,000 $36.01 Open Market Sale
6/5/2003 53,600 $35.97 Open Market Sale
6/6/2003 100,000 $35.77 Open Market Sale
6/10/2003 44,300 $35.51 Open Market Sale
6/11/2003 100,000 $36.11 Open Market Sale
6/13/2003 9,000 $36.50 Open Market Sale
6/16/2003 100,000 $36.21 Open Market Sale
6/17/2003 154,000 $36.53 Open Market Sale
6/18/2003 60,000 $36.24 Open Market Sale
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 has traded Shares
during the past sixty (60) days.
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.
June 19, 2003
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).