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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) December 13, 1999
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HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-9764 11-2534306
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(State or Other Jurisdiction (Commission) (IRS Employer
of Incorporation) (File Number) Identification No.)
1101 Pennsylvania Avenue, N.W., Washington, D. C. 20004
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (202) 393-1101
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On December 13, 1999, the Board of Directors of Harman
International Industries, Incorporated (the "Company") declared a
dividend distribution of one right (a "Right") for each share of
Common Stock, par value $.01 per share (the "Common Shares"), of the
Company outstanding at the close of business on December 27, 1999
(the "Record Date"), pursuant to the terms of a Rights Agreement,
dated as of December 13, 1999 (the "Rights Agreement"), between the
Company and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent. The Rights Agreement also provides, subject to specified
exceptions and limitations, that Common Shares issued or delivered
from the Company's treasury after the Record Date will be entitled
to and accompanied by Rights. The Rights are in all respects
subject to and governed by the provisions of the Rights Agreement, a
copy of which (including all exhibits thereto) is filed as
Exhibit 4.1 hereto and incorporated herein by this reference. A
summary description of the Rights is set forth in Exhibit C to the
Rights Agreement.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Businesses Acquired: None
(b) Pro Forma Financial Information: None
(c) Exhibits:
Exhibit
Number Exhibit
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4.1 Rights Agreement (including a Form of
Certificate of Designation of Series A Junior
Participating Preferred Stock as Exhibit A
thereto, a Form of Right Certificate as
Exhibit B thereto and a Summary of Rights to
Purchase Preferred Stock as Exhibit C thereto)
(Incorporated by reference to the Form 8-A
filed by the Company on December 16, 1999)
99.1 Press release, dated December 13, 1999
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SIGNATURE
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/ Sidney Harman
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Sidney Harman
Chairman
Dated: December 16, 1999
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INDEX TO EXHIBITS
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Exhibit
Number Exhibit
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4.1 Rights Agreement (including a Form of Certificate
of Designation of Series A Junior Participating
Preferred Stock as Exhibit A thereto, a Form Right
Certificate as Exhibit B thereto and a Summary of
Rights to Purchase of Preferred Stock as Exhibit C
thereto) (Incorporated by reference to the Form 8-A
filed by the Company on December 16, 1999)
99.1 Press release, dated December 13, 1999
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EXHIBIT 99.1
HARMAN INTERNATIONAL [LOGO HERE]
PRESS RELEASE
December 13, 1999 FOR IMMEDIATE RELEASE
Contact: Frank Meredith
Chief Financial Officer
Harman International Industries,
Incorporated
(818) 893-8411
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
ANNOUNCES STOCKHOLDER RIGHTS PLAN
WASHINGTON, D.C., December 13, 1999 - Harman International
(NYSE:HAR) announced today that its Board of Directors had adopted a
stockholder rights plan. The rights plan is similar to the rights
plans adopted by thousands of other public companies. The Company
will promptly make the required filings with the Securities and
Exchange Commission and New York Stock Exchange setting forth
details of the plan.
Harman International Industries, Incorporated (www.harman.com) is a
leading manufacturer of high-quality, high-fidelity audio and video
products for the consumer and professional markets. The Company's
stock is traded on the New York Stock Exchange under the Symbol:
HAR.
