As filed with the Securities and Exchange Commission on
April 19, 1995 Registration No. 33-57979
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Harnischfeger Industries, Inc.
(Exact name of registrant as specified in its charter)
Delaware 39-1566457
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13400 Bishops Lane
Brookfield, Wisconsin 53005
(414) 671-4400
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive
offices)
K. Thor Lundgren
Executive Vice President for Law and Government Affairs
13400 Bishops Lane
Brookfield, Wisconsin 53005
(414) 671-4400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copie s to:
Rober t S. Osborne, P.C.
Kirkl and & Ellis
200 E ast Randolph Drive
Chica go, Illinois 60601
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this
Registration Statement.
If the only securities being registered on this form are
being offered pursuant to dividend reinvestment plans,
please check the following box. / /
If any of the securities being registered on this form
are to be offered on a delayed or continuous basis pursuant
to Rule 415 under the Securities Act of 1933, other than
securities offered in connection with dividend or interest
reinvestment plans, check the following box. /X/
The registrant hereby amends this Registration
Statement on such date or dates as may be necessary to
delay its effective date until the registrant shall file a
further amendment which specifically states that this
Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933
or until this Registration Statement shall become effective
on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
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<PAGE>
Information contained herein is subject to completion or
amendment. A registration statement relating to these
securities has been filed with the Securities and Exchange
Commission. These Securities may not be sold nor may
offers to buy be accepted prior to the time the
registration statement becomes effective. This prospectus
shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation
or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.
PRELIMINARY PROSPECTUS DATED APRIL 19, 1995
SUBJECT TO COMPLETION
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 18, 1995, the last reported sales price of
the Common Stock on the New York Stock Exchange was $29 1/4
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.
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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.
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The date of this Prospectus is __________ ___, 1995
<PAGE>
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).
<PAGE>
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.
<PAGE>
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 19, 1995) 29 3/4 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.
<PAGE>
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is a statement of estimated expenses of
the issuance and distribution of the securities being
registered (other than underwriting discounts and
commissions), all of which are being paid by the
registrant:
SEC Registration Fee............................$18,879.31
NYSE and PSE Listing Fees....................... 1,660.00
Printing Expenses............................... 1,000.00
Accounting Fees and Expenses.................... 16,000.00
Legal Fees and Expenses......................... 5,000.00
Miscellaneous Expenses.......................... 3,000.00
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Total $45,539.31
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Item 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the
State of Delaware permits indemnification of directors,
officers, employees and agents of corporations under
certain conditions and subject to certain limitations.
Section 14 of Article III of the Company's Bylaws provides
for indemnification of any director, officer, employee or
agent of the registrant, or any person serving in the same
capacity in any other enterprise at the request of the
Company, under certain circumstances. Article 6 of the
Company's Certificate of Incorporation eliminates the
liability of directors of the registrant under certain
circumstances for breaches of fiduciary duty to the Company
and its stockholders.
The registrant is insured against certain liabilities
which it may incur by reason of Section 14 of its Bylaws.
In addition, officers and directors are insured, at the
expense of the registrant, against certain liabilities
which might arise out of their employment and which might
not be subject to indemnification under the Bylaws.
Item 16. Exhibits
4(a) Certificate of Incorporation (incorporated by
reference to Exhibit 3(a) to the Company's
Registration Statement on Form S-4, File No. 33-
8821).
4(b) Certificate of Designations of Preferred Stock,
Series D (incorporated by reference to Exhibit
28.1(b) to the Company's Current Report on Form 8-K
dated March 25, 1992).
4(c) Amendment to Certificate of Incorporation of the
Company dated November 29, 1994 (incorporated by
reference to Exhibit 4.1(c) to Registration
Statement on Form S-8, File No. 33-57209).
4(d)* Bylaws of the Company.
4(e) Rights Agreement dated as of February 8, 1989
between the Company and the First National Bank of
Boston, as Rights Agent, which includes as Exhibit
A the Certificate of Designations of Preferred
Stock, Series D, setting forth the terms of the
Preferred Stock, Series D; as Exhibit B the form of
Rights Certificate; and as Exhibit C the Summary of
Rights to Purchase Preferred Stock, Series D
(incorporated by reference to Exhibit 1 to the
Company's Registration Statement on Form 8-A filed
on February 9, 1989).
5* Opinion and consent of K. Thor Lundgren, Executive
Vice President for Law and Government Affairs of
the Company.
23(a) Consent of Price Waterhouse LLP.
23(b) Consent of Arthur Andersen LLP.
23(c) Consent of K. Thor Lundgren, Executive Vice
President for Law and Government Affairs of the
Company (included in opinion filed as Exhibit 5).
24 Power of Attorney (included in signature page).
- --------
*previously filed
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any Prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the Prospectus any facts or
events arising after the effective date of
the Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (1)(i) and
(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-
effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the
Registration Statement shall be deemed to
<PAGE>
be a new Registration Statement relating to the securities
offered herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection
with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Brookfield, State of Wisconsin, on March 6, 1995.
Harnischfeger Industries, Inc.
By: /s/ Jeffery T. Grade
--------------------------
Jeffery T. Grade
Chairman and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints
Jeffery T. Grade and Francis M. Corby, Jr., and each or
both of them (with full power to act alone), his true and
lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to
this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
* * * *
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement and power of attorney
have been signed on March 6, 1995, by the following persons
in the capacities indicated:
Signature Capacity
--------- --------
/s/ Jeffery T. Grade
- ----------------------------- Chairman and Chief
Jeffery T. Grade Executive Officer
/s/ Francis M. Corby, Jr.
- ------------------------------ Executive Vice President
Francis M. Corby, Jr. for Finance and
Administration (Chief
Financial Officer)
s/ James C. Benjamin
- ------------------------------ Vice President and
James C. Benjamin Controller (Chief
Accounting Officer)
/s/ Donna M. Alvarado
- ------------------------------ Director
Donna M. Alvarado
/s/ John D. Correnti
- ------------------------------ Director
John D. Correnti
- ------------------------------ Director
Don H. Davis, Jr.
/s/ Harry L. Davis
- ------------------------------ Director
Harry L. Davis
/s/ Robert M. Gerrity
- ------------------------------ Director
Robert M. Gerrity
/s/ Robert B. Hoffman
- ------------------------------ Director
Robert B. Hoffman
/s/ Ralph C. Joynes
- ------------------------------ Director
Ralph C. Joynes
/s/ Herbert V. Kohler, Jr.
- ------------------------------ Director
Herbert V. Kohler, Jr.
/s/ Jean-Pierre Labruyere
- ----------------------------- Director
Jean-Pierre Labruyere
/s/ Robert F. Schnoes
- ------------------------------ Director
Robert F. Schnoes
/s/ Donald Taylor
- ------------------------------ Director
Donald Taylor
<PAGE>
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement
on Form S-3 of our report dated December 5, 1994 relating
to the consolidated financial statements of Harnischfeger
Industries, Inc., which appears in the Current Report on
Form 8-K of Harnischfeger Industries, Inc. dated March 13,
1995. We also consent to the reference to us under the
heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Milwaukee, Wisconsin
April 19, 1995
Exhibit 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby
consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement File No.
33-37979 of our reports dated March 25, 1994 included in
Harnischfeger Industries, Inc.'s Form 8-K dated March 13,
1995 and to all references to our Firm included in this
Registration Statement.
ARTHUR ANDERSEN LLP
Pittsburgh, Pennsylvania
April 19, 1995
<PAGE>
April 19, 1995
VIA ELECTRONIC FILING
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Harnischfeger Industries, Inc.
Amendment No. 2 to Registration
Statement on S-3 (File No. 33-57979)
------------------------------------
Ladies and Gentlemen:
Pursuant to Section 6(a) of the Securities Act of
1933, as amended, and in accordance with Regulation S-T,
concurrently herewith Harnischfeger Industries, Inc. (the
"Company") is electronically filing with the Securities and
Exchange Commission (the "Commission") Amendment No. 2 to
its Registration Statement on Form S-3 (File No. 33-57979).
The Registration Statement relates to 2,000,000
shares of the Company's Common Stock, par value $1.00 per
share, purchased from the Company by The Trimark Select
Growth Fund and The Trimark Fund as described in the
Registration Statement.
This amendment specifically incorporates by
reference additional documents filed by the Company with
the Commission pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended.
We request that this Registration Statement be
declared efective as soon as possible. Any communications
with respect to the Registration Statement should be made
to Eric B. Fonstad, Senior Corporate Counsel of the Company
at (414) 797-6435.
Very truly yours,
/s/ Eric B. Fonstad
Eric B. Fonstad
Senior Corporate Counsel
and Assistant Secretary
cc: K. Thor Lundgren
Robert S. Osborne
