UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
Measurex Corporation
- ----------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- ----------------------------------------------------------
(Title of Class of Securities)
583432 10 9
---------------------------------
(CUSIP Number)
K. Thor Lundgren, Esq.
Harnischfeger Industries, Inc.
13400 Bishops Lane
Brookfield, Wisconsin 53005
(414) 797-6844
- -----------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 22, 1995
---------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the
statement / /. (A fee is not required only if the
reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule
13d-7.)
Note: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule
13d-1(a) 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).
<PAGE>
SCHEDULE 13D
CUSIP NO. 583432 10 9 Page 2 of 23 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Harnischfeger Industries, Inc.
I.R.S. Identification No. 39-1566457
2. Check the Appropriate Box if a Member of a Group*
(a) /x/
(b) / /
3. SEC Use Only
4. Source of Funds*
WC
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(E) / /
6. Citizenship or Place of Organization
Delaware
7. Sole Voting Power
Number of -0-
Shares
Beneficially 8. Shared Voting Power
Owned By -0-
Each
Reporting 9. Sole Dispositive Power
Person -0-
With
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
-0-
12. Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares* / /
13. Percent of Class Represented by Amount in Row (11)
-0-
14. Type of Reporting Person
HC, CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 583432 10 9 Page 3 of 23 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Reporting Person
HIHC, Inc.
I.R.S. Identification No. 51-0327827
2. Check the Appropriate Box if a Member of a Group*
(a) /x/
(b) / /
3. SEC Use Only
4. Source of Funds*
AF
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(E) / /
6. Citizenship or Place of Organization
Delaware
7. Sole Voting Power
Number of -0-
Shares
Beneficially 8. Shared Voting Power
Owned By -0-
Each
Reporting 9. Sole Dispositive Power
Person -0-
With
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
-0-
12. Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares* / /
13. Percent of Class Represented by Amount in Row (11)
-0-
14. Type of Reporting Person
CO
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this Statement is true, complete and correct.
Date: June 28, 1995
HARNISCHFEGER INDUSTRIES, INC.
By: /s/ Eric B. Fonstad
-------------------------
Name: Eric B. Fonstad
Title: Assistant Secretary
HIHC, INC.
By: /s/ John P. Garniewski, Jr.
-------------------------
Name: John P. Garniewski, Jr.
Title: President
<PAGE>
SCHEDULE 13D
This Amendment No. 9 to the statement on Schedule 13D
filed by Harnischfeger Industries, Inc. and HIHC, Inc. on
July 26, 1990, (the "Initial Statement", and, as amended
from time to time, the "Statement") relates to shares of
Common Stock, par value $. 01 per share (the "Common
Stock"), of Measurex Corporation, a Delaware corporation
(the "Company") and is being filed pursuant to Rule 13d-2
of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended. Items 4 and 5 of the
Statement are hereby amended as set forth below.
The address of the Company's principal executive
office is One Results Way, Cupertino, California 95014.
Item 4. Purpose of Transaction.
-----------------------
In connection with the repurchase of Common Stock by
the Company on June 22, 1995, Harnischfeger and the Company
amended the Affiliation Agreement by deleting the words
"and Article III" from Section 6.01(d).
Item 5. Interest in Securities of the Issuer.
-------------------------------------
(a) On June 22, 1995, the Company repurchased all
Common Stock beneficially owned by the Reporting Persons.
Consequently, neither Reporting Person currently
beneficially owns shares of Common Stock.
(b) Following the June 22, 1995, repurchase of
Common Stock by the Company, neither Reporting Person had
sole or shared power to vote or dispose of shares of Common
Stock.
(c) The only transaction effected by the Reporting
Persons in shares of Common Stock during the past 60 days
was the sale of 1,613,100 shares of Common Stock to the
Company as of June 22, 1995 at a per share price of $32.50
for an aggregate amount of $52,425,750.00.
Except as set forth above, neither the Reporting
Persons nor, to the best knowledge of the Reporting
Persons, any of the executive officers or directors of such
Reporting Persons listed on Appendix I hereto, has effected
any transaction in shares of Common Stock during the past
60 days.
(d) Not Applicable.
(e) Not Applicable.
