<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 27, 1995
Harman International Industries, Incorporated
-------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
-------------------------------------------------------------------
(State or other jurisdiction of incorporation)
1-9764 11-2534306
- ------------------------ ---------------------------------
(Commission File Number) (IRS Employer Identification No.)
1101 Pennsylvania Avenue, N.W., Ste. 1010, Washington, D.C. 20004
- -------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (202) 393-1101
----------------
Not Applicable
- -------------------------------------------------------------------
(Former name or former address, if changed since last report)
The total number of sequentially numbered pages is 28.
The Exhibit Index appears on page 5.
<PAGE>
Item 5. Acquisition or Disposition of Assets
On February 27, 1995, Harman International Industries,
Incorporated ("Harman") completed its acquisition of 100 percent of the
outstanding shares of Becker GmbH ("Becker") with satisfaction of all
conditions remaining after the execution of the share purchase agreement
(the "Agreement") dated February 16, 1995 between Harman, Roland
Becker and Becker Holding S.A. Becker is a leading German
manufacturer of automotive OEM and consumer automotive aftermarket
electronics.
The Company is filing the financial statements and pro forma results of
operations and balance sheet data required by items 7(a) and (b) as
previously filed.
Item 7. Financial Statements and Exhibits
The financial statements required by Items 7 (a) and (b) are filed
as part of this Current Report on Form 8-K/A and are hereby incorporated
by reference. Pro forma combined results of operations for Becker and
Harman are provided for the twelve month period ending June 30, 1994
and the six month period ending December 31, 1994. Pro forma balance
sheet data is provided as of December 31, 1994.
2
<PAGE>
Item 7. Financial Statements and Exhibits (continued)
Exhibit Description
1.1 Audited Combined Financial Statements of
Becker Holding GmbH and Becker GmbH and
their subsidiaries for the year ended December
31, 1994.
1.2 Pro forma combined results of operations for the
fiscal year ended June 30, 1994 to give effect to
the Becker acquisition as though it occurred on
July 1, 1993, and
Pro forma combined results of operations for the
six months ended December 31, 1994 to give
effect to the Becker acquisition as though it
occurred on July 1, 1994, and
Pro forma combined balance sheet as of
December 31, 1994 giving effect to the Becker
acquisition as though it occurred on that date.
23.1 Consent of Independent Auditors
3
<PAGE>
Signatures
----------
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
HARMAN INTERNATIONAL
INDUSTRIES, INCORPORATED
By: /s/ Sandra B. Robinson
_______________________
Sandra B. Robinson
Vice President - Financial Operations
Date: May 6, 1996
4
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Description Page
- ----------- ----------- ----
1.1 Audited Combined Financial Statements
of Becker GmbH for the year ended
December 31, 1994. 6-19
1.2 Pro forma combined results of operations
for the Company and Becker for the fiscal
year ended June 30, 1994 to give effect to
the Becker acquisition as though it
occurred on July 1, 1993, and
Pro forma combined results of operations
for the Company and Becker for the six
months ended December 31, 1994 to give
effect to the Becker acquisition as
though it occurred on July 1, 1993, and
Pro forma combined balance sheet as of
December 31, 1994 giving effect to the
Becker acquisition as though it
occurred on that date. 20-26
23.1 Consent of Independent Auditors 27-28
5
<PAGE>
EXHIBIT 1.1
6
<PAGE>
BECKER HOLDING GMBH, BECKER GMBH AND THEIR
SUBSIDIARIES
COMBINED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1994
TOGETHER WITH AUDITORS' REPORT
7
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANT
To the Board of Directors of
Becker Holding GmbH and Becker GmbH
We have audited the combined balance sheet of Becker Holding
GmbH and Becker GmbH and their respective subsidiaries as of
December 31, 1994 and the related combined statements of income,
shareholders' equity and cash flows for the year then ended. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with auditing standards
generally accepted in the United States. Those standards require that
we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement.
An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Becker
Holding GmbH and Becker GmbH combined and their respective
subsidiaries as of December 31, 1994, and the results of their
operations and their cash flows for the year then ended in accordance
with the accounting principles generally accepted in the United
States.
April 28, 1995
Mannheim Germany
KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft
Wirtschaftsprufungsgesellschaft
/s/ Frank /s/ Dr. Keller
Wirtschaftsprufer Wirtschaftsprufer
8
<PAGE>
Becker Holding GmbH, Becker GmbH and their Subsidiaries
Combined Statement of Income
Year ended December 31, 1994 (Deutschmarks (DEM) 000's
omitted)
DEM
Net sales 296,823
Operating costs 289,141
________
Operating income 7,682
Other expenses:
Interest expense, net 9,514
Miscellaneous, net 367
________
Loss before income taxes and extraordinary items (2,199)
Income tax expense 0
Net loss before extraordinary items (2,199)
Extraordinary items, net of tax effect (14,388)
________
Net loss (16,587)
=======
See accompanying notes to combined financial statements
9
<PAGE>
Becker Holding GmbH, Becker GmbH and their Subsidiaries
Combined Balance Sheets
December 31, 1994 (Deutschmarks (DEM) 000's omitted)
Assets 1994
DEM
Current assets:
Cash and short term investments 923
Receivables (less allowance for doubtful
accounts DEM 1,779 in 1994) 30,989
Inventories (note 3) 34,148
Other current assets 1,060
_________
Total current assets 67,120
Property, plant and equipment, net (note 4) 50,975
Other assets 117
_______
Total assets 118,212
=======
Liabilities and Shareholders' Equity:
Current liabilities
Notes payable (note 5) 55,595
Current portion of long term debt (note 6) 5,757
Accounts payable - trade 16,637
Accounts payable - other 12,594
Accrued liabilities (note 7) 57,233
Income taxes payable (note 10) 267
________
Total current liabilities 148,083
Long term debt (note 6) 13,900
Subordinated debt (note 11) 54,542
Shareholders' equity:
Share capital (note 8) 2,475
Accumulated deficit (100,788)
________
Net shareholders' deficit (note 15) (98,313)
Commitments and contingencies (notes 9 & 14)
________
Total liabilities and shareholders' equity 118,212
========
See accompanying notes to combined financial statements
10
<PAGE>
Becker Holding GmbH, Becker GmbH and their Subsidiaries
Combined Statement of Cash Flows
Year ended December 31, 1994 (Deutschmarks (DEM) 000's
omitted)
DEM
Cash flows from operating activities
Net loss (16,587)
_________
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 21,188
Loss on disposal of property, plant and equipment 302
Changes in assets and liabilities:
Decrease (increase) in:
Receivables 3,389
Inventories 2,878
Other current assets 1,457
Increase (decrease) in:
Accounts payable - trade ( 4,591)
Accounts payable - other 794
Accrued liabilities 8,840
Income taxes payable ( 1,169)
_________
Total adjustments 33,088
_________
Net cash provided by operating activities 16,501
_________
Cash flows from investing activities:
Proceeds from sale of property, plant and equipment 1,038
Capital expenditures for property, plant
and equipment (12,487)
Other items ( 98)
_________
Net cash used in investing activities (11,547)
_________
Cash flows from financing activities:
Net repayments under lines of credit (12,580)
Net borrowing under subordinated debt 10,000
Repayments of long term debt and subordinated debt ( 2,813)
_________
Net cash used in by financing activities (5,393)
_________
Net increase (decrease) in cash and short term investments (439)
Cash and short term investments at beginning of year 1,362
_________
Cash and short term investments at end of year 923
=========
11
<PAGE>
Becker Holding GmbH, Becker GmbH and their Subsidiaries
Combined Statement of Shareholders' Deficit
Year ended December 31, 1994 (Deutschmarks (DEM) 000's
omitted)
Share Accumulated
Capital deficit
DEM DEM
Balance December 31, 1993:
Becker Holding GmbH 2,000
Becker GmbH 275
Becker Service und
Verwaltung GmbH 200
________
-total- 2,475 (84,129)
Net loss (16,587)
Translation differences ( 72)
________
Balance December 31, 1994 2,475 (100,788)
======= =======
See accompanying notes to combined financial statements
12
<PAGE>
BECKER HOLDING GMBH, BECKER GMBH AND THEIR
RESPECTIVE SUBSIDIARIES
NOTES TO THE COMBINED
FINANCIAL STATEMENTS
DECEMBER 31, 1994
(In thousands of Deutschmarks (DEM) unless otherwise stated)
1. Operations and ownership
The Companies' principal business is the design,
manufacture and marketing of radios for
automobiles. Products are manufactured and sold in
Germany and internationally under the "Becker"
brand name. The company is an original equipment
supplier to a number of automobile manufacturers
including Daimler Benz and BMW.
As of December 31, 1994, the Companies are wholly
owned by Mr Roland Becker of Courtedoux,
Switzerland. As more fully described in Note 15,
the Companies were sold to Harman International
Industries Incorporated under terms of an agreement
dated February 16, 1995.
2. Summary of significant accounting policies
Presentation of the financial statements
-----------------------------------------------
In connection with the acquisition of the Companies
by Harman International Industries Incorporated, the
Companies prepared combined financial statements
in accordance with U.S. generally accepted
accounting principles. During 1993 there was a
major restructuring of the companies which would
render any combination of Balance Sheets,
Statements of Income and Cash Flows for the year
ended December 31, 1993 and 1992 misleading. For
this reason, comparative information is excluded.
Combination principles
-----------------------------
The combined financial statements include Becker
Holding GmbH, Becker GmbH, Becker Service und
Verwaltung GmbH, Becker of North America Inc
and Becker Automotive (Pty) Limited. Because
there is no sole holding entity for these entities the
financial statements are prepared as a combination in
which intercompany balances and transactions as
well as unrealized profit in intercompany inventories
have been eliminated.
13
<PAGE>
Foreign currency translation
----------------------------------
Assets and liabilities of foreign subsidiaries are
translated to Deutschmarks at foreign exchange rates
prevailing at the balance sheet dates. Statements of
Income of foreign subsidiaries are translated at the
average rates for the year. Translation gains and
losses resulting from the application of these rates in
1994 are not included in the determination of net
income but are shown in the Statement of
Shareholders' Deficit. Cumulative translation
adjustments from previous years have not been
separately calculated.
Income recognition
-----------------------
Revenue is recognised upon shipment of goods.
Inventories
-------------
Inventories are stated at the lower of cost or market.
Cost is determined principally by the first-in, first-
out method. Provisions for slow moving and
obsolete articles are provided by using a systematic
reserve calculation based on production
requirements or other appropriate procedures.
Property, plant and equipment
------------------------------------
Property, plant and equipment is recorded at cost or
in the case of major capital leases at the present
value of the minimum future lease payments.
Depreciation and amortization is provided primarily
using the straight-line method over the estimated
useful lives of the assets from 2 to 50 years.
Income taxes
----------------
Income taxes payable are currently provided for
based on the taxable results reported by each
individual subsidiary. Deferred taxes are provided
on timing differences between the results reported
for tax and financial purposes using the liability
method. No deferred taxes are recognised for future
benefits resulting from net operating losses because
the realizability is highly uncertain due to the history
of losses and therefore are fully reserved.
14
<PAGE>
Research and development
--------------------------------
Research and development costs are expensed as
incurred. The Companies' expenditures for research
and development for the year ended December 31,
1994 amounted to Deutschmarks 35.6 millions.
3. Inventories
Inventories consist of the following:
DEM
(000's)
Raw materials and supplies 14,833
Work in process 9,238
Finished goods and spare parts 10,077
________
Total 34,148
========
4. Property, plant and equipment
Property, plant and equipment are composed of the
following:
DEM
(000's)
Land and buildings 39,355
Machinery and equipment 31,352
Office furniture and equipment 8,648
Tooling 4,442
Vehicles and other 8,269
__________
92,066
Less accumulated depreciation and
amortization (41,091)
__________
Property, plant and equipment, net 50,975
=========
5. Notes payable
At December 31, 1994 the Companies had lines of
credit with various banks aggregating DEM 55.6
millions. Interest rates based on various indices
varied from 10.25% in Germany to 17.5% in South
Africa. There were no unused credit lines available
at December 31, 1994.
15
<PAGE>
6. Long-Term Debt
Long-term debt is composed of the following:
Interest Rate DEM
Loans from IKB Duetsche Industries (%) (000's)
Bank AG Dusseldorf
14236-005 6.75 468
14326-006 6.25 1,094
14226-007 7.375 2,891
14326-008 7.4 5,241
14326-009 7.4 1,310
14326-010 5.0 1,550
14326-011 5.5 3,450
14326-012 7.5 3,593
Other 16.0 60
______
Total 19,657
Less Current Installments (5,757)
______
Long-Term Debt 13,900
======
Loans 14326-005, 006, 007, 010, 011 were granted net of
commission of 4% which is being amortized over the period
of the loan, loan 14326-012 was similiarly granted net of
commission of 5%. No commission applied to loans 14326-
008, 009.
7. Accrued liabilities
Accrued liabilities include the following major items:
DEM
(000's)
Pension 21,698
Restructuring and personnel lay-off 6,055
Social security and other personnel benefits 9,386
Legal costs and pending legal claims 1,858
Warranty and other risks 16,481
Income and other taxes 267
Other accruals 1,488
_______
57,233
=======
8. Share capital
Share capital of the combined Companies is made up of:
DEM
(000's)
Becker Holding GmbH 2,000
Becker GmbH (52.4% share)
nominal value DEM 524 of which
DEM 275 is called 275
Becker Service und Verwaltung GmbH 200
_______
2,475
=======
16
<PAGE>
9. At December 31, 1994 the Companies are liable for the
following minimum lease commitments under non-
cancellable operating and finance lease agreements:
DEM
(000's)
Years Ending December 31,
1995 301
1996 147
1997 11
_______
Total 459
=======
10. The Companies in Germany and South Africa have incurred
substantial losses in the years ended December 31, 1993 and
1994. The level of accumulated losses, when compared to
projected business plans is such that it is unlikely that the
accumulated tax loss carried forward will be absorbed in the
foreseeable future. Accordingly, no defferred tax debit has
been acccounted for in respect of timing differences.
11. Subordinated debt
Subordinated debt comprises current loans for which the
holders gave consent to subordinate their claims to those
of other creditors as follows:
DEM
(000's)
Notes Payable 16,000
Accounts payable - other 38,542
--------
54,542
=====
As part of the transaction for the sale of Companies to
Harman (referred to in note 15) these liabilities have
been disposed of as follows:
DEM
(000's)
Notes payable, forgiven 10,000
Notes payable, paid 6,000
Accounts payable - other, forgiven 36,200
Accounts payable - other, paid 2,342
-------
54,542
=====
17
<PAGE>
12. Business segments
The Companies' predominant business is the design,
manufacture and marketing of automobile radio
products. The Companies have operations in
Germany and internationally. For the year ended
December 31, 1994 details of net sales by these
geographic segments were:
DEM
(000's)
Germany 219,161
International 79,727
Intercompany elimination ( 2,065)
________
Total 296,823
========
Practically all of the Company's assets are located in
Germany. The Company's accounting for the year do
not permit any meaningful analysis of the results of
operations by geographic segment.
13. Pensions
The Companies and their subsidiaries have various
different pension schemes in place depending on local
regulations and practices. Besides governmental pension
plans, defined benefit plans exist in Germany and South
Africa. Both plans were actuarially valued at December
31, 1994 in accordance with FASB 87 and appropriate
provisions included in the balance sheets.
14. Commitments and contingencies
The Companies and their subsidiaries are involved in
several legal actions arising out of normal operations
with customers, suppliers and former employees. The
outcome of these actions cannot be predicted at this
moment. However, management, based on legal advice,
believes such actions are either without merit or do not
represent a material liability in excess of amounts
specifically provided for such cases.
Commitments as of December 31, 1994 arising out of
normal business operations include outstanding letters of
credit of approximately Deutschmarks 50 thousand.
18
<PAGE>
15. Subsequent event
Under the terms of an agreement dated February 16,
1995 Mr Roland Becker sold the Companies to Harman
International Industries Incorporated (Harman) effective
January 1, 1995 subject to the fulfilment of certain
conditions. Those conditions were met on February 27,
1995. The agreement includes provision for the
forgiveness by Roland Becker of amounts payable to him
by the Companies amounting to DM 36.2 millions and
for the forgiveness of bank debt amounting to DM 10
millions.
The combined balance sheet of the Companies after such
forgiveness at January 1, 1995 can be summarized as
follows:
DEM
(000's)
Current assets 67,120
Non-current assets 51,092
Current liabilities (156,425)
Non-current liabilities ( 13,900)
_________
Equity (deficit) ( 52,113)
=========
It is Harman managements' intention to continue to
operate the business of the Companies and their
subsidiaries on a going concern basis including
respective financing as necessary.
============
19
<PAGE>
EXHIBIT 1.2
20
<PAGE>
Pro Forma Consolidated Financial Data
The following tables present consolidated statements of operations for
the Company and Becker Holding GmbH and Becker GmbH and their
respective subsidiaries for the twelve months ended June 30, 1994,
giving effect to the Becker acquisition as of July 1, 1993, and the six
months ended December 31, 1994, giving effect to the Becker
acquisition as of July 1, 1994. A pro forma balance sheet as of
December 31, 1994, is also presented. The financial data for Becker for
both periods presented are derived from quarterly unaudited financial
statements. The financial data for Harman International for the six
months ended December 31, 1994, are derived from quarterly unaudited
financial statements. The pro forma financial data presented do not
purport to represent what the Company's results of operations would
have been had such transactions occurred at the beginning of the periods
presented or to project the Company's results of operations for any
future period.
The pro forma statements of operations and balance sheet adjustments
are based upon preliminary estimates of the Company. The actual
amount of these adjustments may vary from these estimates, and will
not be determined until the Company completes its review of Becker's
business and valuation of assets and liabilities. The Company believes
that the actual amount of these adjustments, in the aggregate, will not
vary materially from these estimates. German marks were converted to
U.S. dollars based on the average exchange rates for the period for the
pro forma statements of operations and at the prevailing rate at
December 31, 1994 for the pro forma balance sheet.
21
<PAGE>
<TABLE>
<CAPTION>
Twelve Months Ended June 30, 1994
--------------------------------------------------------------------------
(000 except per Becker Pro
share data) Harman Becker Adjustments Adjusted Forma
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Statements of
Operations
Information:
Net sales $862,147 $189,375 ($20,519) $168,856 $1,031,003
(1)
Operating
income(loss) 66,332 (5,516) 8,540 3,024 69,356
(1,2,3,4,5)
Interest
expense 22,110 4,727 (2,261) 2,466 24,576
(6,7,8)
Other 1,536 - - - 1,536
Income (loss)
before income
taxes and
extraordinary
items 42,686 (10,243) 10,801 558 43,244
Income taxes 16,248 - 279 279 16,527
(9)
Minority
interest 26 - - - 26
Income (loss)
before
extraordinary
items $ 26,412 $(10,243) $10,522 $279 $26,691
Earnings per share
before extra-
ordinary items $1.98 $1.94
Shares
outstanding 13,373 13,773
</TABLE>
22
<PAGE>
<TABLE>
<CAPTION>
Six Months Ended December 31, 1994
--------------------------------------------------------------------------
(000 except per Becker Pro
share data) Harman Becker Adjustments Adjusted Forma
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Statements of
Operations
Information:
Net sales $517,325 $ 97,181 - $97,181 $614,506
Operating
income 38,975 6,467 (416) 6,051 45,026
(2,4)
Interest
expense 11,909 4,896 (862) 4,034 15,943
(6,7,8)
Other 1,411 - - - 1,411
Income
before income
taxes and
extraordinary
items 25,655 1,571 446 2,017 27,672
Income taxes 9,166 - 1,008 1,008 10,174
(9)
Minority
interest 121 - - - 121
Income
before
extraordinary
items $16,368 $ 1,571 $(562) $1,009 $17,377
Earnings per share
before extra-
ordinary items $1.08 $1.12
Shares
outstanding 15,089 15,489
</TABLE>
23
<PAGE>
NOTES TO PRO FORMA CONSOLIDATED STATEMENTS OF
OPERATIONS DATA (In thousands)
1) Reflects the elimination of product lines to be discontinued. The
Company's intention is to exit these operations in an orderly manner as
soon as possible. Had these businesses been disposed of immediately
before July 1, 1993 there would have been a reduction in sales of
$20,519 and an increase in operating income of $ 2,187. No amounts
have been excluded for the six months ended December 31, 1994, as
they had been discontinued.
2) Eliminates salary costs of employees eliminated through
redundancy program of $6,947 for the year ended June 30, 1994 and
$1,286 for the six months ended December 31, 1994.
3) Reflects depreciation cost savings on equipment scrapped in
fiscal 1994 but for which operations bore the depreciation cost in the
year ended June 30, 1994 of approximately $ 1,072.
4) Reflects charge for the amortization of Becker acquisition
goodwill over 40 years at $ 1,679 for the year ended June 30, 1994 and
$ 870 for the six months ended December 31, 1994.
5) Reflects the elimination of management fees payable to other
companies in the Becker organization, not included in the purchase
transaction for a saving of $ 13 in the year ended June 30, 1994.
6) Reflects the elimination of interest expense on loans the Seller
forgave as part of the purchase transaction for a saving of $762 in the
year ended June 30, 1994 and $ 395 for the six months ended December
31, 1994.
7) Reflects the elimination of interest expense on bank debt of
DEM 10,000 forgiven as a part of the purchase transaction for a saving
of approximately $ 633 for the year ended June 30, 1994 and $ 327 for
the six months ended December 31, 1994.
8) Reflects savings in interest costs based on the more favorable
rates available to Harman reflecting interest savings of $ 866 in the year
ended June 30, 1994 and $ 140 in the six months ended December 31,
1994.
9) Income tax on Becker's adjusted income has been computed at
50% which approximates the German tax rate. A review of the status of
Becker's tax loss carry forward is in process.
24
<PAGE>
<TABLE>
<CAPTION>
December 31, 1994 Balance Sheet
- -----------------------------------------------------------------------------------
(000 except per Purchase Accounting Pro
share data) Harman Becker & Acquisition Forma
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance Sheet
Information:
Current assets 499,314 47,308 ( 3,994) (A) 542,628
Property, plant
& equipment, net 141,793 32,892 174,685
Other assets 57,463 77 70,189 (B) 127,729
--------- --------- -------- ---------
Total Assets 698,570 80,277 66,195 845,042
====== ====== ===== ======
Current
Liabilities 203,566 123,327 (55,858) (C) 271,035
Other non-current
liabilities 10,623 11,421 22,044
Borrowings under
revolving facility 80,716 43,462 (D) 124,178
Senior long-term debt 39,442 8,970 48,412
Subordinated
long-term debt 109,500 109,500
Deferred income 1,739 1,739
Minority Interest 5,660 5,660
Shareholders' equity 247,324 (63,441) 78,591 (E) 262,474
--------- --------- -------- ---------
Total liabilities
and shareholders'
equity 698,570 80,277 66,195 845,042
====== ===== ===== ======
</TABLE>
25
<PAGE>
NOTES TO PRO FORMA CONSOLIDATED BALANCE SHEET
DATA (In thousands)
(A) Reflects forgiveness by Harman of receivable from Seller of
$3,994.
(B) Reflects revaluation of assets and liabilities resulting in goodwill
of $70,189.
(C) Reflects repayment of Becker notes payable to bank described in
(D) below, Bank and Seller net forgiveness to Harman of Debt
described in (E) below, purchase consideration of approximately $9,000
and recording of accruals of approximately $12,300 to revalue liabilities
in connection with purchase.
(D) Reflects repayment of Becker Notes Payable to Bank of $43,462
with funds drawn from Harman's revolving credit facility.
(E) Reflects elimination of Becker historical equity in connection
with the purchase, forgiveness of net debt to seller of approximately
$23,400, forgiveness of bank debt of approximately $6,500, revaluation
of Becker liabilities in connection with purchase and fair value of
400,000 shares of Harman International stock committed to the
purchase.
26
<PAGE>
EXHIBIT 23.1
27
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Harman International Industries, Incorporated:
We consent to incorporation by reference in the Registration Statement
Nos. 33-20559, 33-28973, 33-36388, 33-60234 on Form S-8 of Harman
International Industries, Incorporated of our report dated April 28, 1995,
relating to the combined balance sheet of Becker Holding GmbH,
Becker GmbH and their subsidiaries as of December 31, 1994, and the
related combined statements of income, cash flows and shareholders'
deficit for the year then ended, which report appears in the May 8, 1995
Form 8-K of Harman International Industries, Incorporated.
Mannheim, Germany
May 8, 1995
KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft
Wirtschaftsprufungsgesellschaft
/s/Frank /s/ Dr. Keller
Wirtschaftsprufer Wirtschaftsprufer
28
