SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
Annual Report Pursuant to Section 15 (d) of the
Securities Exchange Act of 1934
For the Fiscal Year Ended October 31, 1994
A. Full title of the Plan and the address of the Plan, if
different from that of the issuer named below:
HARNISCHFEGER INDUSTRIES EMPLOYEES' SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the
Plan and the address of its principal executive
office:
Harnischfeger Industries, Inc.
13400 Bishops Lane
Brookfield, Wisconsin 53005
Commission file number:
Harnischfeger Industries
Employees' Savings Plan 1-9299
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of Harnischfeger
Industries Employees' Savings Plan
In our opinion, the accompanying statements of net assets
available for benefits and the related statements of changes
in net assets available for benefits present fairly, in all
material respects, the net assets available for benefits of
Harnischfeger Industries Employees' Savings Plan (the
"Plan") at October 31, 1994 and 1993, and the changes in its
net assets available for benefits for the years then ended,
in conformity with generally accepted accounting principles.
These financial statements are the responsibility of the
Plan's management; our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits of these statements in accordance
with generally accepted auditing standards which require
that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures
in the financial statements, assessing the accounting
principles used and significant estimates made by
management, and evaluating the overall financial statement
presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
Our audit was made for the purpose of forming an opinion on
the basic financial statements taken as a whole. The
additional information included in Schedules 1 and 2 is
presented for purposes of additional analysis and is not a
required part of the basic financial statements but is
additional information required by ERISA. Such information
has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion,
is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
Price Waterhouse LLP
April 28, 1995
<TABLE>
HARNISCHFEGER INDUSTRIES EMPLOYEES' SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
OCTOBER 31, 1994
<CAPTION>
Fidelity
Fidelity Equity
Magellan Income Fixed Income
Fund Fund Fund
------------ ----------- -------------
<S> <C> <C> <C>
ASSETS: $ $ $
Investments -
Fixed income fund - - 94,461,666
Mutual stock funds 37,918,948 11,715,286 -
Mutual bond fund - - -
Diversification fund - - -
Harnischfeger common
stock fund - - -
Loans to participants - - -
------------- ------------ -------------
Total Investments 37,918,948 11,715,286 94,461,666
------------- ------------ -------------
Receivables -
Employer contributions - - -
------------- ------------ -------------
Total Receivables - - -
LIABILITIES:
Payables -
Accrued expenses - - 14,153
------------- ------------ -------------
Total Liabilities - - 14,153
------------ ----------- ------------
NET ASSETS AVAILABLE FOR
BENEFITS 37,918,948 11,715,286 94,447,513
============= =========== =============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
HARNISCHFEGER INDUSTRIES EMPLOYEES' SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
OCTOBER 31, 1994
<CAPTION>
Fidelity Fidelity Fidelity
Intermediate Overseas U.S. Equity
Bond Fund Fund Index Fund
------------ ------------ -------------
<S> <C> <C> <C>
ASSETS: $ $ $
Investments -
Fixed income fund - - -
Mutual stock funds - 3,788,152 1,225,728
Mutual bond fund 3,004,657 - -
Diversification fund - - -
Harnischfeger common
stock fund - - -
Loans to participants - - -
------------- ------------ -------------
Total
Investments 3,004,657 3,788,152 1,225,728
------------- ------------ -------------
Receivables -
Employer contributions - - -
------------ ------------ ------------
Total Receivables - - -
LIABILITIES:
Payables -
Accrued expenses - - -
------------ ------------ ------------
Total Liabilities - - -
------------ ------------ ------------
NET ASSETS AVAILABLE
FOR BENEFITS 3,004,657 3,788,152 1,225,728
=========== ========== ==========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
HARNISCHFEGER INDUSTRIES EMPLOYEES' SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
OCTOBER 31, 1994
<CAPTION>
Harnischfeger
Common Stock Asset Manager Loans To
Fund Fund Participants
---------------- ------------- ---------------
<S> <C> <C> <C>
ASSETS: $ $ $
Investments -
Fixed income fund - - -
Mutual stock funds - - -
Mutual bond fund - - -
Diversification fund - 934,425 -
Harnischfeger common
stock fund 18,043,791 - -
Loans to participants - - 4,670,855
------------ ------------- -----------
Total Investments 18,043,791 934,425 4,670,855
------------ ------------ ------------
Receivables -
Employer
contributions 3,300,000 - -
------------- ----------- ------------
Total Receivables 3,300,000 - -
LIABILITIES:
Payables -
Accrued expenses - - -
------------- ---------- ------------
Total Liabilities - - -
------------ ---------- ------------
NET ASSETS AVAILABLE
FOR BENEFITS 21,343,791 934,425 4,670,855
============= ========== ============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
HARNISCHFEGER INDUSTRIES EMPLOYEES' SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
OCTOBER 31, 1994
<CAPTION>
Total
------------
<S> <C>
ASSETS: $
Investments -
Fixed income fund 94,461,666
Mutual stock funds 54,648,114
Mutual bond fund 3,004,657
Diversification fund 934,425
Harnischfeger common
stock fund 18,043,791
Loans to participants 4,670,855
--------------
Total Investments 175,763,508
--------------
Receivables -
Employer contributions 3,300,000
--------------
Total Receivables 3,300,000
LIABILITIES:
Payables -
Accrued expenses 14,153
--------------
Total Liabilities 14,153
--------------
NET ASSETS AVAILABLE
FOR BENEFITS 179,049,355
==============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
HARNISCHFEGER INDUSTRIES EMPLOYEES' SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
OCTOBER 31, 1993
<CAPTION>
Fidelity
Fidelity Equity
Magellan Income Fixed Income
Fund Fund Fund
------------- -------- ------------------
<S> <C> <C> <C>
ASSETS: $ $ $
Investments -
Fixed income fund - - 95,677,388
Mutual stock
funds 35,404,941 10,723,194 -
Mutual bond fund - - -
Harnischfeger common
stock fund - - -
Loans to
participants - - -
------------- ------------- -------------
Total Investments 35,404,941 10,723,194 95,677,388
- ------------ ------------- -------------
Receivables -
Employer contributions - - -
---------------- -------------- ---------------
Total Receivables - - -
------------- ------------- ---------------
NET ASSETS AVAILABLE
FOR BENEFITS 35,404,941 10,723,194 95,677,388
============= ============= ==============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
HARNISCHFEGER INDUSTRIES EMPLOYEES' SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
OCTOBER 31, 1993
<CAPTION>
Fidelity Fidelity Fidelity
Intermediate Overseas U.S. Equity
Bond Fund Fund Index Fund
------------- --------- -----------
<S> <C> <C> <C>
ASSETS: $ $ $
Investments -
Fixed income fund - - -
Mutual stock funds - 2,035,288 1,116,621
Mutual bond fund 3,240,573 - -
Harnischfeger common
stock fund - - -
Loans to participants - - -
------------ ------------ -----------
Total Investments 3,240,573 2,035,288 1,116,621
------------ ------------ -----------
Receivables -
Employer contributions - - -
------------ ------------ -----------
Total Receivables - - -
------------ ------------ -----------
NET ASSETS AVAILABLE
FOR BENEFITS 3,240,573 2,035,288 1,116,621
============ ============ ===========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
HARNISCHFEGER INDUSTRIES EMPLOYEES' SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
OCTOBER 31, 1993
<CAPTION>
Harnischfeger
Common Stock Loans to
Fund Participants Total
----------------- ----------- -------------
<S> <C> <C> <C>
ASSETS: $ $ $
Investments -
Fixed income fund - - 95,677,388
Mutual stock funds - - 49,280,044
Mutual bond fund - - 3,240,573
Harnischfeger common
stock fund 18,039,957 - 18,039,957
Loans to participants- 4,887,375 4,887,375
-------------- ------------ ---------------
Total Investments 18,039,957 4,887,375 171,125,337
-------------- ------------ ---------------
Receivables -
Employer contributions - - -
-------------- ------------ --------------
Total Receivables - - -
-------------- ------------ --------------
NET ASSETS AVAILABLE
FOR BENEFITS 18,039,957 4,887,375 171,125,337
============== ============ ==============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
HARNISCHFEGER INDUSTRIES EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED OCTOBER 31, 1994
<CAPTION>
Fidelity Fidelity Fidelity
Magellan Equity Income Fixed Income
Fund Fund Fund
------------- --------------- --------------
<S> <C> <C> <C>
$ $ $
Interest and
dividend
income 3,559,641 721,710 6,211,080
Realized gains (losses) on
sales of
investments (503,735) (23,362) -
Unrealized appreciation
/(depreciation)
of investments (2,161,575) (96,128) -
Employer contributions - - -
Employee
contributions 4,871,601 1,549,896 6,612,447
Interfund transfers 652,448 309,250 (2,619,325)
Withdrawals and
distributions (1,594,693) (747,895) (8,298,004)
-------------- ------------- -------------
Net Increase
(Decrease) 4,823,687 1,713,471 1,906,198
H.E.I. Plan assets
transferred
out (2,309,680) (721,379) (3,136,073)
Net assets at
beginning
of year 35,404,941 10,723,194 95,677,388
-------------- -------------- ---------------
Net assets at
end of year 37,918,948 11,715,286 94,447,513
============== ============= ===============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
HARNISCHFEGER INDUSTRIES EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED OCTOBER 31, 1994
<CAPTION>
Fidelity Fidelity Fidelity
Intermediate Overseas US Equity
Bond Fund Fund Index Fund
--------------- ----------- -------------
<S> <C> <C> <C>
$ $ $
Interest and dividend
income 259,209 40,858 45,160
Realized gains (losses)
on sales of
investments (75,270) 28,528 (9,605)
Unrealized appreciation/
(depreciation) of
investments (250,979) 162,071 10,564
Employer contributions - - -
Employee contributions 608,018 681,452 361,805
Interfund transfers (489,877) 1,258,990 (77,340)
Withdrawals and
distributions (145,314) (316,616) (178,731)
--------------- ------------- -------------
Net Increase
(Decrease) (94,213) 1,855,283 151,853
H.E.I. Plan assets
transferred out (141,703) (102,419) (42,746)
Net assets at beginning
of year 3,240,573 2,035,288 1,116,621
-------------- -------------- --------------
Net assets at end
of year 3,004,657 3,788,152 1,225,728
============== ============== ==============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
HARNISCHFEGER INDUSTRIES EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED OCTOBER 31, 1994
<CAPTION>
Harnischfeger Fidelity
Common Stock Asset Manager Loans to
Fund Fund Participants
------------------ ---------------- --------------
<S> <C> <C> <C>
$ $ $
Interest and dividend
income 300,944 5,616 (57,141)
Realized gains (losses)
on sales of
investments 167,908 (242) -
Unrealized appreciation/
(depreciation) of
investments 2,049,269 1,732 -
Employer
contributions 3,300,000 - -
Employee
contributions 347,310 44,160 -
Interfund transfers (338,901) 916,535 388,220
Withdrawals and
distributions (808,270) (33,376) (233,689)
--------------- -------------- -------------
Net Increase,
(Decrease) 5,018,260 934,425 97,390
H.E.I. Plan assets
transferred out (1,714,426) - (313,910)
Net assets at
beginning
of year 18,039,957 - 4,887,375
-------------- --- ---------- -------------
Net assets at end
of year 21,343,791 934,425 4,670,855
============== ============= =============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
HARNISCHFEGER INDUSTRIES EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED OCTOBER 31, 1994
<CAPTION>
Total
-------------
<S> <C>
$
Interest and dividend income 11,087,077
Realized gains (losses) on
sales of investments (415,778)
Unrealized appreciation/(depreciation)
of investments (285,046)
Employer contributions 3,300,000
Employee contributions 15,076,689
Interfund transfers -
Withdrawals and distributions (12,356,588)
----------------
Net Increase (Decrease) 16,406,354
H.E.I. Plan assets transferred
out (8,482,336)
Net assets at beginning of
year 171,125,337
----------------
Net assets at end of year 179,049,355
===============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
HARNISCHFEGER INDUSTRIES EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED OCTOBER 31, 1993
<CAPTION>
Fidelity Fidelity
Magellan Equity Income Fixed Income
Fund Fund Fund
---------- --------------- --------------
<S> <C> <C> <C>
$ $ $
Interest and
dividend
income 3,405,695 323,036 6,877,228
Realized gains on sales
of
investments 165,834 146,744 -
Unrealized appreciation of
investments 4,427,335 1,593,982 -
Employer contributions - - -
Employee
contributions 4,652,485 1,330,771 7,731,467
Interfund transfers 123,813 1,178,388 (2,052,971)
Withdrawals and
distributions (1,283,689) (779,663) (6,684,827)
-------------- ------------ -------------
Net Increase 11,491,473 3,793,258 5,870,897
SYRE plan assets merged
during the year 382,453 184,522 946,772
Net assets at
beginning
of year 23,531,015 6,745,414 88,859,719
-------------- ------------- --------------
Net assets at
end of
year 35,404,941 10,723,194 95,677,388
============== ============= ==============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
HARNISCHFEGER INDUSTRIES EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED OCTOBER 31, 1993
<CAPTION>
Fidelity Fidelity Fidelity
Intermediate Overseas US Equity
Bond Fund Fund Index Fund
-------------- --------- -------------
<S> <C> <C> <C>
$ $ $
Interest and dividend
income 238,735 73,922 31,121
Realized gains on sales
of
investments 16,265 11,372 15,851
Unrealized appreciation
of investments 116,312 263,522 73,295
Employer contributions - - -
Employee contributions 655,104 275,840 336,857
Interfund transfers (229,824) 865,834 58,623
Withdrawals and
distributions (143,616) (59,272) (45,343)
----------- -------- ------------
Net Increase 652,976 1,431,218 470,404
SYRE plan assets merged
during the year 175,741 48,671 49,081
Net assets at
beginning
of year 2,411,856 555,399 597,136
----------- --------- ------------
Net assets at
end of year 3,240,573 2,035,288 1,116,621
=========== ========= ============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
HARNISCHFEGER INDUSTRIES EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED OCTOBER 31, 1993
<CAPTION>
Harnischfeger
Common Stock Loans to
Fund Participants Total
-------------- --------------------------------------------
<S> <C> <C> <C>
$ $ $
Interest and dividend
income 336,118 - 11,285,855
Realized gains on sales
of
investments 125,107 - 481,173
Unrealized appreciation
of investments 3,767,813 - 10,242,259
Employer contributions - - -
Employee contributions 407,198 - 15,389,722
Interfund transfers (341,140) 397,277 -
Withdrawals and
distributions (634,481) (72,419) (9,703,310)
---------- ------------ -------------
Net Increase 3,660,615 324,858 27,695,699
SYRE plan assets merged
during the year 35,256 - 1,822,496
Net assets at
beginning
of year 14,344,086 4,562,517 141,607,142
----------- ----------- ------------
Net assets at
end of year 18,039,957 4,887,375 171,125,337
=========== =========== ============
The accompanying notes are an integral part of these financial statements.
HARNISCHFEGER INDUSTRIES EMPLOYEES' SAVINGS PLAN
------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
------------------------------
OCTOBER 31, 1994 AND 1993
------------------------
(1) PLAN HISTORY
Harnischfeger Corporation established the
Harnischfeger Corporation Employee Savings and
Protection Plan effective April 1, 1984 (the
"Harnischfeger Plan"). Effective March 2, 1987,
sponsorship of the Harnischfeger Plan was assumed by
Harnischfeger Industries, Inc. (the "Company") and the
Plan was renamed the Harnischfeger Industries
Employees' Savings Plan (the "Plan"). Effective
November 1, 1987, the Beloit Corporation Savings and
Investment Plan and the Beloit Foundry Savings and
Investment Plan (the "Beloit Plans") were merged into
the Plan. Assets of the Beloit Jones Division Local
212 Employees Savings Plan were merged into the Plan
effective November 1, 1990. The assets of the Syscon
Corporation Salary Deferral Plan (the "Syscon Plan")
were merged into the Plan effective July 1, 1992.
Finally, the assets of the SYRE Salary Deferral Plan
(the "SYRE Plan") were merged into the Plan effective
November 1, 1992.
Effective October 29, 1993, as a result of the sale of
Harnischfeger Engineers, Inc. ("HEI") and pursuant to
the sale agreement, participation in the Plan by HEI
and its employees ceased. Transfer of account
balances for participants employed by HEI to a
defined contribution retirement plan established by
HEI was completed on January 20, 1994.
Effective February 16, 1995, the Company completed the
sale of Syscon Corporation to Logicon, Inc. Account
balances of participants employed by Syscon and its
subsidiaries will be transferred to an existing
Logicon defined contribution retirement plan in 1995.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
---------------------
The accompanying financial statements have been
prepared on the accrual basis.
Investments
-----------
Investments are stated at fair value except guaranteed
investment contracts which are stated at contract
value. Contract value represents contributions made
under the contract, plus interest at the contract
rate, less participant withdrawals. Realized and
unrealized gains and losses are computed based upon
market values at the beginning of the year, or
acquisition cost if acquired during the year, and
market values at the end of the year.
(3) PLAN PROVISIONS
The following description of the Harnischfeger
Industries Employees' Savings Plan provides only
general information. Participants should refer to the
Summary Plan Document for a more complete description
of the Plan's provisions.
Plan Purpose
------------
The purposes of the Plan are to encourage savings by
employees and to assist them in meeting major
financial needs, supplementing retirement benefits and
acquiring an equity interest in the Company.
Plan Administration
-------------------
The Plan is administered by a seven-member Pension and
Investment Committee (the "Committee").
The assets of the Plan are trusteed by Fidelity
Management Trust Company and detailed records of
participants' accounts are maintained by Fidelity
Institutional Retirement Services Company.
Substantially all administrative expenses of the Plan
are paid or accrued for by the Company.
Eligibility
-----------
Every U.S. employee of the Company, Harnischfeger
Corporation, Beloit Corporation and Syscon Corporation
(except any employee who is covered by a collective
bargaining agreement which does not provide for such
employee's participation in the Plan and employees of
J&L Fiber Services, Inc.) who has been employed for at
least thirty calendar days is eligible to participate
in the Plan (See Note 1-Plan History-Sale of Syscon).
An eligible employee may become an active participant
in the Plan on the first day of any month in which he
meets all of the requirements for eligibility. The
Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").
Contributions
-------------
Participants may elect to make regular contributions
to the Plan of up to ten percent of their pre-tax
earnings ("salary reduction contributions").
Participants may also make additional contributions of
up to ten percent of after-tax earnings. Pre-tax
contributions are subject to Internal Revenue Service
guidelines.
The Company may, at its discretion, make a profit
sharing contribution as determined by the Company.
Profit sharing contributions to the Plan for 1994 were
based on the Company's consolidated performance as
measured by Economic Value Added ("EVA") performance.
In fiscal 1995, the Company made profit sharing
contributions totaling $3,300,000 based on 1994
results of the Company. The Company made no profit
sharing contribution for the Plan year ended October
31, 1993. Company profit sharing contributions are
allocated to each active participant on a pro rata
basis on such employee's base earnings, up to
$100,000, for the fiscal year ended October 31. The
Company profit sharing contributions are invested 100
percent in the Harnischfeger Common Stock Fund.
Investment Options
Each participant elects to invest his contribution in
one or more of the investment funds offered under the
Plan. Such elections are made directly to Fidelity at
the discretion of the participant. The investment
funds currently available to Plan participants are as
follows:
Fidelity Magellan Fund
----------------------
This is a capital appreciation mutual fund which
invests primarily in common stocks of companies
which are expected to demonstrate long-term
earnings growth greater than the economy as a
whole. This fund had 2,874 and 2,830
participants at October 31, 1994 and 1993,
respectively.
Fidelity Equity Income Fund
---------------------------
This stock fund, which had 1,540 and 1,524
participants as of October 31, 1994 and 1993,
respectively, invests in income-producing common
stocks or preferred stocks whose prospects for
appreciation in both value and dividend income
are deemed favorable. The fund looks for a
dividend yield that exceeds the average yield of
the "Standard and Poor's 500".
Fixed Income Fund
-----------------
This fund invests (i) primarily in government
obligations, treasury bills, certificates of
deposit, commercial paper, bonds, notes and
other evidences of indebtedness and other
obligations of a similar nature expected to
produce a fixed income, (ii) in a deposit
account, deposit administration fund, guaranteed
investment contract ("GIC") or similar fund or
contract maintained by a legal reserve life
insurance company pursuant to an agreement with
or a group annuity contract issued by such
insurance company, or (iii) in a combination of
investments permitted under (i) and (ii) above.
This fund had 3,942 and 4,254 participants as of
October 31, 1994 and 1993, respectively.
Fidelity Intermediate Bond Fund
-------------------------------
This fund invests in high and upper medium grade
fixed-income obligations with an average
maturity of three to ten years. Investments
include obligations (i) of U.S. and foreign
corporations, (ii) issued or guaranteed by the
U.S. government or any of its agencies, (iii) of
U.S. banks, including certificates of deposit
and bankers' acceptances, and (iv) other
instruments of comparable quality to those
mentioned above, which are expected to produce
high current income. There were 737 and 784
participants as of October 31, 1994 and 1993,
respectively.
Fidelity Overseas Fund
----------------------
The Overseas fund seeks long-term capital
appreciation primarily through investments in
foreign securities. There were 647 participants
at October 31, 1994 and 405 participants at
October 31, 1993.
Fidelity U.S. Equity Index Fund
-------------------------------
This fund seeks investment results that
correspond to the total return performance of
U.S. publicly traded common stocks. The total
return performance is the combination of capital
changes and income. At October 31, 1994 and
1993, this fund had 351 and 340 participants,
respectively.
Harnischfeger Common Stock Fund
-------------------------------
This fund invests exclusively in the common
stock of Harnischfeger Industries, Inc. The
fund encourages employee ownership while seeking
long-term capital appreciation. At October 31,
1994 and 1993, this fund had 3,446 and 3,960
participants, respectively.
Fidelity Asset Manager Fund
---------------------------
Effective August 1, 1994, this fund became
available to Plan participants. This mutual
fund maintains a mix of investments in domestic
and foreign stocks, bond, and short-term
instruments with the expectation of achieving a
long-term high total return. This fund had 115
participants at October 31, 1994.
Vesting of Participant Accounts
-------------------------------
Each participant has a 100% vested interest in his
account, including employer contributions, from the
date of contribution until distribution, subject only
to possible losses on investments.
Participant Loans
------------------
Participants are allowed to obtain loans from the Plan
which are drawn against their investment accounts,
subject to limitations of the Plan, and bear interest
rates of 2% over prime as of the date of the loan.
Distributions
-------------
Upon termination of employment with the Company for
any reason, including resignation, retirement,
dismissal, long-term disability or death, participants
(or designated beneficiaries) are paid the vested
amounts due them either by: (1) a lump sum in cash, or
(2) substantially equal quarterly or annual
installments over a period not to exceed the lesser of
(a) 30 years or (b) the life expectancy of the
participant or, if the participant has designated a
beneficiary who is an individual, the joint and last
survivor expectancy of the participant and his
designated beneficiary or (3) a combination of a lump
sum and installment payments.
In the event of financial hardship, a participant may
apply for a withdrawal of all or any portion of the
salary reduction contributions credited to his
account. Withdrawals during employment of salary
reduction contributions may be granted by the
Committee only if the participant can demonstrate to
the satisfaction of the Committee that a financial
hardship exists within the definitions of the Internal
Revenue Code.
(4) PLAN TERMINATION
The Company has the right under the Plan to
discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA.
(5) FEDERAL INCOME TAXES
The Internal Revenue Service has determined and
informed the Company by a letter dated May 10, 1993,
that the Plan and related trust are designed in
accordance with applicable sections of the Internal
Revenue Code ("IRC"). As the Plan is qualified under
the provisions of Section 401(a) of the IRC, it is
exempted from federal income taxes. Therefore, no
provision for income taxes has been included in the
Plan's financial statements.
With respect to participants, pre-tax contributions to
the Plan are excluded from wages subject to federal
and most state income taxes. Earnings on
contributions are not taxable until distributed.
</TABLE>
<TABLE>
(6) INVESTMENTS
The following relates to investment shares, net asset values
and market value at October 31.
<CAPTION>
1994
- -------------------------------------------------------------------------
Net
Number Asset Fair Market
Funds of Shares Value Value
- --------------------------- ---------- ------ ----------
<S> <C> <C> <C>
Investments at Fair Value as
Determined by Quoted Market
Price:
Fidelity Magellan 544,108.9 $69.69 $37,918,948
Fidelity Equity
Income Fund 351,388.3 33.34 11,715,286
Fidelity Intermediate
Bond Fund 303,807.5 9.89 3,004,657
Fidelity Overseas
Fund 129,864.7 29.17 3,788,152
Fidelity U.S. Equity
Index Fund 70,121.8 17.48 1,225,728
Fidelity Asset
Manager Fund 63,783.3 14.65 934,425
Harnischfeger Common
Stock Fund 721,751.6 25.00 18,043,791
Investments at Estimated
Fair Value:
Loans to Participants - 1.00 4,670,855
Investments at
Contract Value:
Fixed Income Fund - 1.00 94,461,666
------------
$175,763,508
============
</TABLE>
<TABLE>
(6) INVESTMENTS
The following relates to investment shares, net asset values
and market value at October 31.
<CAPTION>
1993
- ----------------------------------------------------------
Net
Number Asset Fair Market
Funds of Shares Value Value
- ------------------- -------------- ---------- ------------
<S> <C> <C> <C>
Investments at Fair Value as
Determined by Quoted Market
Price:
Fidelity Magellan 468,443.3 $75.58 $35,404,941
Fidelity Equity
Income Fund 317,348.2 33.79 10,723,194
Fidelity Intermediate
Bond Fund 295,134.1 10.98 3,240,573
Fidelity Overseas
Fund 74,964.6 27.15 2,035,288
Fidelity U.S. Equity
Index Fund 63,734.1 17.52 1,116,621
Fidelity Asset
Manager Fund - - -
Harnischfeger Common
Stock Fund 815,365.3 22.12 18,039,957
Investments at Estimated
Fair Value:
Loans to Participants - 1.00 4,887,375
Investments at
Contract Value:
Fixed Income Fund - 1.00 95,677,388
---------- -------- -----------
$171,125,337
===========
</TABLE>
<TABLE>
The following information relates to investment gain (loss) activity
during the periods.
<CAPTION>
Realized Gains (Losses)
- ------------------------------------------------------------------
Fund 1994 1993
- ----------------------------------------------------------------------
<S> <C> <C>
Fidelity Magellan Fund $(503,735) $165,834
Fidelity Equity Income Fund (23,362) 146,744
Fidelity Intermediate
Bond Fund (75,270) 16,265
Fidelity Overseas Fund 28,528 11,372
Fidelity U.S. Equity
Index Fund (9,605) 15,851
Fidelity Asset Manager Fund (242) -
Harnischfeger Common
Stock Fund 167,908 125,107
------------- -------------
$(415,778) $481,173
============= ============
</TABLE>
<TABLE>
The following information relates to investment gain (loss) activity
during the periods.
<CAPTION>
Change in Unrealized
Appreciation (Depreciation)
- -----------------------------------------------------------
Fund 1994 1993
- ----------------------------------- ------------ ------------
<S> <C> <C>
Fidelity Magellan Fund $(2,161,575) $4,427,335
Fidelity Equity Income
Fund (96,128) 1,593,982
Fidelity Intermediate
Bond Fund (250,979) 116,312
Fidelity Overseas Fund 162,071 263,522
Fidelity U.S. Equity
Index Fund 10,564 73,295
Fidelity Asset Manager Fund 1,732 -
Harnischfeger Common
Stock Fund 2,049,269 3,767,813
------------- --------------
$(285,046) $10,242,259
============= ===============
</TABLE>
<TABLE>
HARNISCHFEGER INDUSTRIES, INC. EMPLOYEES' SAVINGS PLAN Additional
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES Information
OCTOBER 31, 1994 Schedule 1
<CAPTION>
Description of Cost Fair Market
Identity of Issue Investment of Asset Value
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Employer's Stock Fund:
Harnischfeger Industries Inc.
Common Stock Common Stock $13,465,870 $18,043,791
Mutual Funds:
Fidelity Equity Income Fund 9,746,918 11,715,286
Fidelity Magellan Fund Open-end 34,298,404 37,918,948
Fidelity Overseas Fund Mutual 3,459,665 3,788,152
Fidelity U.S. Equity Index Funds
Fund 1,157,442 1,225,728
Fidelity Intermediate Bond 3,167,158 3,004,657
---------------- ------------
51,829,587 57,652,771
Diversification Fund:
Fidelity Asset Manager Open-end 932,776 934,425
Fixed Income Securities:
Fidelity U.S. Government Reserve
Fund, at 4.85% 8,702,421 8,702,421
Lincoln National Guaranteed
Investment Contract,
at rates ranging from 6.14%
to 7.82% June, 1995 thru
Sept., 1995 16,544,447 16,544,447
Prudential Guaranteed Investment
Contract, at 5.33%
to 5.82% Sept., 1995 thru
Dec., 1995 15,288,090 15,288,090
CIGNA Guaranteed
Investment Contract,
at 7.60% December, 1995 11,447,826 11,447,826
Aetna Life Insurance Co. Guaranteed
Investment Contract,
at 7.35% June, 1995 13,950,447 13,950,447
Provident National Guaranteed
Investment Contract,
at 5.85% June, 1996 7,857,379 7,857,379
Sun Life of Canada Guaranteed
Investment Contract, at
rates ranging from
6.74% to 6.99% March, 1995 thru
Dec., 1995 16,963,055 16,963,055
Sun Life of America Guaranteed
Investment Contract,
at 6.02% December, 1998 3,708,001 3,708,001
------------ -----------
94,461,666 94,461,666
Outstanding Loan Balance 4,670,855 4,670,855
------------ -----------
Total Assets Held For Investment $165,360,754 $175,763,508
=========== ===========
</TABLE>
<TABLE>
HARNISCHFEGER INDUSTRIES EMPLOYEES' Additional
SAVINGS PLAN Information
5500-ITEM 27(d) Schedule 2
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED OCTOBER 31, 1994
<CAPTION>
IDENTITY OF
PARTY DESCRIPTION PURCHASE SELLING LEASE
INVOLVED OF ASSET PRICE PRICE RENTAL
- -------------- ------------ ----------- ----------- ---------
<S> <C> <C> <C> <C>
Fidelity Magellan
206 Purchases $11,238,247
149 Sales $6,058,930 N/A
Fidelity US Government
Reserve
310 Purchases $49,429,721
328 Sales $41,928,419 N/A
Northwestern Guaranteed
National Investment Contract
0 Purchases $0
1 Sale $13,245,693 N/A
Prudential Guaranteed
Insurance Co. Investment Contract
1 Purchase $10,000,000
0 Sales $0 N/A
</TABLE>
<TABLE>
HARNISCHFEGER INDUSTRIES EMPLOYEES' Additional
SAVINGS PLAN Information
5500-ITEM 27(d) Schedule 2
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED OCTOBER 31, 1994
<CAPTION>
EXPENSE
IDENTITY INCURRED CURRENT VALUE
OF PARTY WITH COST OF OF ASSET ON
INVOLVED TRANSACTION ASSET TRANSACTION NET
DATE GAIN(LOSS)
- -------- ---------------- ---------- -------------- ----------
<S> <C> <C> <C> <C>
Fidelity
206 Purchases $11,238,247
149 Sales None $5,593,798 $6,058,930 $465,132
Fidelity
310 Purchases $49,429,721
328 Sales None $41,928,419 $41,928,419 None.
Northwestern National
0 Purchases $0
1 Sale None $13,245,693 $13,245,693 None.
Prudential Insurance Co.
1 Purchase $10,000,000
0 Sales None $0 $0 None.
SIGNATURES
---------------------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Trustees (or other persons who administer the Plan) have duly
caused this annual report to be signed by the Undersigned thereunto
duly authorized.
HARNISCHFEGER INDUSTRIES
EMPLOYEES' SAVINGS PLAN
(Name of Plan)
Date: April 28, 1995 By: /s/ Francis M. Corby, Jr.
----------------------------------
Francis M. Corby, Jr.
Executive Vice President For
Finance and Administration
and Chief Financial Officer
Harnischfeger Industries, Inc.
CONSENT OF INDEPENDENT ACCOUNTANTS
-------------------------------------------------------------------
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-23985) of Harnischfeger Industries, Inc.
of our report dated April 28, 1995 appearing on page 1of this Annual
Report on Form 11-K.
Price Waterhouse LLP
Milwaukee, Wisconsin
April 28, 1995
</TABLE>
