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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
(Name of Issuer)
Common Stock $.01 par value
(Title of Class of Securities)
413086109
(CUSIP Number)
Sidney Harman
c/o Harman International Industries, Incorporated
1101 Pennsylvania Avenue, N.W.; Suite 1010
Washington, D.C. 20004
(202) 393-1101
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
May 4, 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 1 of 5 Pages
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SCHEDULE 13D
CUSIP No. 413086109 Page 2 of 5 pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sidney Harman
SS# ###-##-####
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) []
Not Applicable (b) [ ]
__________________________________________________________________
3 SEC USE ONLY
__________________________________________________________________
4 SOURCE OF FUNDS*
PF
__________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
___________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
___________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,843,600
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,435,090
PERSON WITH 10 SHARED DISPOSITIVE POWER
408,510
___________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 2,846,600
___________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
___________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.32%
___________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
___________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
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SCHEDULE 13D
CUSIP No. 413086109 Page 3 of 5 pages
ITEM 3 Source and Amount of Funds or Other Consideration
Payment will be made by Reporting Person using personal funds.
ITEM 4 Purpose of Transaction
The purchases reported in this statement were made as
investments to maintain Reporting Person's percentage of beneficial
ownership following the distribution of principal from an
irrevocable trust, to various family members, for which Reporting
Person had sole voting and dispositive power. There can be no
assurance that the Reporting Person will actually purchase any
additional shares of Common Stock or dispose of any such shares of
Common Stock (pursuant to stock option grants or otherwise) or the
timing of any such purchases or dispositions.
Except as stated above, the Reporting Person as an individual,
and not representing the Issuer as its Chairman and Chief Executive
Officer, currently has no plans or proposals which relate to or
would result in any of the actions listed in subparagraphs (a)
through (j) of Item 4 of Schedule 13D.
ITEM 5 Interest in Securities of the Issuer
(a) Aggregate Amount Beneficially
Owned by Reporting Person: 2,846,600
Percent of Class: 18.32%
(b) The aggregate of shares beneficially owned by Reporting
Person as reported in Item 5(a) includes 112,340 shares
of Common Stock held directly by Reporting Person;
383,500 shares of Common Stock subject to stock options
exercisable as of May 4, 1995 or within 60 days thereof;
1,939,250 shares held in a trust with respect to which
Reporting Person has sole dispositive and sole voting
power; 3,000 shares held by family members with respect
to which Reporting Person has no voting power or
dispositive power and disclaims beneficial ownership; and
408,510 shares held in two irrevocable trusts for various
family members with respect to which Reporting Person has
sole voting power but shared dispositive power with his
spouse, Jane Harman, whose business address is the United
States House of Representatives, Washington, D.C. 20510.
Ms. Harman has never been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors), and has never been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction as a result of which Ms. Harman
was or is subject to a judgement, 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. Ms. Harman is a United States citizen.
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SCHEDULE 13D
CUSIP No. 413086109 Page 4 of 5 pages
(c) The following identifies all transactions in the common
shares of Harman International Industries, Incorporated
during the past 60 days by the Reporting Person:
<TABLE>
Location and
Date of Purchase No. of Shares Purchased Price per Share Nature of Transaction
- - ---------------- ----------------------- --------------- ---------------------
<S> <C> <C> <C>
May 4, 1995 112,340 $35.60 Privately negotiated
transactions - California
</TABLE>
(d) None.
(e) Not applicable.
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SCHEDULE 13D
CUSIP No. 413086109 Page 5 of 5 pages
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.
May 5, 1995 /s/ Sidney Harman
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Date Sidney Harman
