PROSPECTUS
2,000,000 Shares
Harnischfeger Industries, Inc.
Common Stock
This Prospectus covers the sale from time to time of
2,000,000 issued and outstanding shares (the Shares ) of
Common Stock, $1.00 par value, of Harnischfeger Industries,
Inc. (the Company ) by Trimark Select Growth Fund and
Trimark Fund (the Selling Stockholders ). See Selling
Stockholders. The Company will not receive any proceeds
from the sale of the Shares.
The Shares will be sold from time to time by the
Selling Stockholders in one or more ordinary brokerage
transactions on the New York Stock Exchange or the Pacific
Stock Exchange at market prices prevailing at the time of
such sale (subject to customary or negotiated brokerage
commissions). The Company has agreed to indemnify the
Selling Stockholders against certain civil liabilities,
including liabilities under the Securities Act of 1933, as
amended (the "Securities Act"). The Company has agreed to
pay the cost of the registration of the Shares and the
preparation of this Prospectus and the Registration
Statement under which it is filed. The expenses so payable
by the Company are estimated to be approximately $46,000.
The Common Stock is listed on the New York Stock
Exchange and the Pacific Stock Exchange under the symbol
HPH. On April 25, 1995, the last reported sales price of
the Common Stock on the New York Stock Exchange was $29 3/8
per share.
----------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
----------------------------------
No dealer, salesperson or other person has been
authorized to give any information or to make any
representation not contained or incorporated by reference
in this Prospectus, and, if given or made, such other
information or representation must not be relied upon as
having been authorized. This Prospectus does not
constitute an offer to sell or a solicitation of an offer
to buy any of the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make
such offer in such jurisdiction. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under
any circumstances, create any implication that there has
been no change in the affairs of the Company since the date
hereof or that the information contained herein is correct
as of any time subsequent to its date.
----------------------------------
The date of this Prospectus is April 26, 1995.
AVAILABLE INFORMATION
The Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as
amended (the Exchange Act ), and in accordance therewith
files reports, proxy statements and other information with
the Securities and Exchange Commission (the Commission ).
Such reports, proxy statements and other information filed
by the Company with the Commission can be inspected, and
copies may be obtained, at the Public Reference Section of
the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates, as well as the following
Regional Offices of the Commission: Seven World Trade
Center, New York, New York 10048; and Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-
2511. Reports, proxy statements and other information
concerning the Company can also be inspected at the offices
of the New York Stock Exchange, Inc., 20 Broad Street, New
York, New York 10005, and the Pacific Stock Exchange,
Inc., 233 South Beaudry Street, Los Angeles, California
90012 and 301 Pine Street, San Francisco, California
94104.
The Company has filed with the Commission a
Registration Statement on Form S-3 (the Registration
Statement ) under the Securities Act covering the sale of
the Shares by the Selling Stockholders from time to time.
This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations of
the Commission. For further information, reference is
hereby made to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the
Company with the Commission, are incorporated herein by
reference.
1. Annual Report on Form 10-K for the year ended
October 31, 1994.
2. Quarterly Reports on Form 10-Q and Form 10-QA for
the fiscal quarter ended January 31, 1995.
3. Current Reports on Form 8-K dated November 29,
1994, January 16, 1995, January 20, 1995, February 17,
1995, March 13, 1995 and March 14, 1995.
4. The description of the Common Stock set forth in
Registration Statement on Form S-4 (File No. 33-56119).
All documents filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this Prospectus and
prior to the termination of the sale of the Shares offered
hereby shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of
filing of such documents. Any statement contained herein
or in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any other
subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each
person to whom this Prospectus is delivered, upon the
written or oral request of such person, a copy of any or
all of the documents which have been or may be incorporated
by reference in this Prospectus, other than exhibits to
such documents not specifically described above. Requests
for such documents should be directed to Harnischfeger
Industries, Inc., P.O. Box 554, Milwaukee, Wisconsin
53201, Attention: Corporate Secretary (telephone number
(414) 671-4400).
THE COMPANY
The Company is a holding company for subsidiaries
involved in the worldwide manufacture and distribution of:
papermaking machinery (Beloit Corporation); surface mining
and material handling equipment (Harnischfeger
Corporation); and underground mining and environmental
equipment (Joy Technologies Inc.). On February 15, 1995,
the Company closed its sale of Syscon Corporation, thus
completing the divestiture of the companies formerly
comprising its Systems Group. The Company completed its
acquisition of Joy Technologies Inc., a world leader in
underground mining equipment and environmental products, in
an exchange of common stock on November 29, 1994. The
Company is the direct successor to a business begun over
100 years ago which, through its subsidiaries, manufactures
and markets products classified into four industry
segments: Papermaking Machinery, Mining Equipment,
Material Handling Equipment, and Environmental.
The Company s principal executive offices are located
at 13400 Bishops Lane, Brookfield, Wisconsin 53005,
telephone number (414) 671-4400.
SELLING STOCKHOLDERS
The Shares were issued and delivered to the Selling
Stockholders pursuant to a Stock Purchase Agreement (the
Stock Purchase Agreement ) dated as of September 7, 1994,
by and between the Company and Trimark Financial
Corporation. See Plan of Distribution.
The Selling Stockholders have not had any material
relationship with the Company within the past three years,
other than as an owners of the Company s Common Stock. Of
the 2,000,000 Shares offered hereunder, 1,200,000 are held
by The Trimark Select Growth Fund and 800,000 are held by
The Trimark Fund. In addition to the Shares, The Trimark
Select Growth Fund and The Trimark Fund owned 607,000 and
166,100 additional shares of the Company's Common Stock,
respectively, as of the date hereof.
PLAN OF DISTRIBUTION
The Company will not receive any proceeds from the
sale of the Shares offered hereby. The Shares will be sold
from time to time by the Selling Stockholders in one or
more ordinary brokerage transactions on the New York Stock
Exchange or the Pacific Stock Exchange at market prices
prevailing at the time of such sale (subject to customary
or negotiated brokerage commissions).
Pursuant to the Stock Purchase Agreement, the Company
agreed to file the Registration Statement of which this
Prospectus is a part by March 7, 1995, and to use its best
efforts to effect the registration of the Shares under the
Securities Act no later than April 15, 1995, and to keep
the Registration Statement of which this Prospectus is a
part effective until the earlier of (i) the date on which
all of the Shares are sold, (ii) the date after September
7, 1996, as of which the Shares held by the Selling
Stockholders represent less than 1% of the Company's Common
Stock then outstanding, and (iii) September 7, 1997. The
Company has agreed to indemnify the Selling Stockholders
against certain civil liabilities, including liabilities
under the Securities Act. The Company has agreed to pay
the cost of the registration of the Shares and the
preparation of this Prospectus and the Registration
Statement under which it is filed. The expenses so payable
by the Company are estimated to be approximately $46,000.
COMMON STOCK PRICE RANGE AND DIVIDENDS
The Company's Common Stock is traded on the New York
Stock Exchange and the Pacific Stock Exchange under the
symbol HPH. As of January 31, 1995, the Company had
47,676,432 shares of Common Stock outstanding, held by
approximately 2,350 holders of record. The following table
sets forth, for the periods indicated, the high and low
sales prices for the Company's Common Stock as reported on
the New York Stock Exchange Composite Tape. During the
period in the table below, for each fiscal quarter the
Company's Board declared and the Company paid a cash
dividend of $0.10 per share of Common Stock.
PRICE RANGE
High Low
1992:
First Calendar Quarter $22 1/2 $19 1/4
Second Calendar Quarter 22 7/8 19
Third Calendar Quarter 20 3/8 17 3/4
Fourth Calendar Quarter 20 1/8 16 1/8
1993:
First Calendar Quarter 20 7/8 17 1/8
Second Calendar Quarter 21 1/8 17 5/8
Third Calendar Quarter 21 3/8 19 1/8
Fourth Calendar Quarter 25 1/2 19 1/8
1994:
First Calendar Quarter 25 3/4 20 3/4
Second Calendar Quarter 22 3/4 18 1/2
Third Calendar Quarter 26 3/8 19 1/2
Fourth Calendar Quarter 28 3/8 24 1/2
1995:
First Calendar Quarter 28 1/2 26
Second Calendar Quarter
(through April 25, 1995)29 7/8 27 5/8
LEGAL MATTERS
The validity of the Shares offered hereby will be
passed upon for the Company by K. Thor Lundgren, its
Executive Vice President for Law and Government Affairs.
EXPERTS
The consolidated financial statements of the Company
as of October 31, 1994 and 1993 and for each of the three
years in the period ended October 31, 1994 incorporated
herein by reference to the Current Report on Form 8-K dated
March 13, 1995, except as they relate to Joy Technologies
Inc., have been audited by Price Waterhouse LLP,
independent accountants, and, insofar as they relate to Joy
Technologies Inc., by Arthur Andersen LLP, independent
accountants. Such financial statements have been so
incorporated in reliance on the reports of such independent
accountants given on the authority of such firms as experts
in auditing and accounting.
