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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
(Name of Issuer)
Common Stock $0.01 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 21, 1996
(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 6 Pages
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SCHEDULE 13D
CUSIP No. 413086109 Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sidney Harman
SS# ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
Not applicable (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,064,606
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 862,378
10 SHARED DISPOSITIVE POWER
61,497
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,066,706
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.60%
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14 TYPE OF REPORTING PERSON*
IN
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*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 6 Pages
The statement on Schedule 13D, dated November 9, 1993, filed by the
Reporting Person, as amended by Amendment No. 1 thereto dated May 4, 1995, filed
by Reporting Person; Amendment No. 2 thereto dated August 16, 1995, filed by
Reporting Person, and Amendment No. 3 thereto dated May 6, 1996, filed by
Reporting Person, and Amendment No. 4 thereto dated May 7, 1996, filed by
Reporting Person, is hereby further amended to reflect certain changes in the
information previously provided.
ITEM 3 Source and Amount of Funds or Other Consideration
Not applicable. The transaction reported herein is a sale of the Issuer's
Common Stock.
ITEM 4 Purpose of Transaction
On May 21, 1996, the Reporting Person, as an individual (not representing
the Issuer as its Chairman and Chief Executive Officer) and other family members
and family-related entities including The Sidney Harman Charitable Remainder
Trust and The Harman Family Foundation sold 2,300,000 shares of Common Stock of
the Issuer. The shares were sold pursuant to a Registration Statement on Form
S-3 filed with the Commission on May 6, 1996 (Registration No. 333-03189), as
amended, wherein the Issuer registered 4,600,000 shares of Common Stock,
including 2,300,000 shares of Common Stock sold by the Issuer on May 21, 1996,
in connection with an underwritten public offering.
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.
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SCHEDULE 13D
CUSIP No. 413086109 Page 4 of 6 Pages
ITEM 5 Interest in Securities of the Issuer
(a) Aggregate Amount Beneficially
Owned by Reporting Person: 1,066,706
Percent of Class: 5.60%
(b) The aggregate amount of shares beneficially owned by Reporting Person
as reported in Item 5(a) includes 100 shares of Common Stock held
directly by Reporting Person; 460,950 shares of Common Stock subject
to stock options exercisable as of April 30, 1996 or within 60 days
thereof; 401,328 shares held in a trust with respect to which
Reporting Person has sole dispositive and sole voting power; 140,731
shares held by family members with respect to which Reporting Person
has sole voting power pursuant to 3-year revocable proxies and as to
which he disclaims beneficial ownership; 2,100 shares held by family
members with respect to which Reporting Person has no voting power or
dispositive power and disclaims beneficial ownership; and 61,497
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 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. Ms. Harman is a United States citizen.
(c) The following identifies all transactions in the Common Stock of
Harman International Industries, Incorporated by the Reporting Person
since May 7, 1996, the date of the most recent filing on Schedule 13D
by the Reporting Person:
<TABLE>
<CAPTION>
Location/Nature
Date of Transaction No. of Shares Price per Share of Transaction
- ------------------- ------------- ----------------- -----------------
<S> <C> <C> <C>
May 21, 1996 1,450,000 $49.75 Underwritten
Public Offering
</TABLE>
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SCHEDULE 13D
CUSIP No. 413086109 Page 5 of 6 Pages
(d) Each of the four adult children of Reporting Person who granted to
Reporting Person sole voting power with respect to an aggregate
140,731 shares of Common Stock and certain other family members who
hold an aggregate of 2,100 shares of Common Stock as to which
Reporting Person has no voting or dispositive power have the right to
receive and direct the receipt of dividends from, or the proceeds from
the sale of such shares.
(e) Not applicable.
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.
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SCHEDULE 13D
CUSIP No. 413086109 Page 6 of 6 Pages
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 21, 1996 /s/ Sidney Harman
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Date Sidney Harman
