UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment Number One and Restatement of:
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
June 30, 1998
- -------------------------------------------------
Date of Report (Date of earliest event
reported)
Harnischfeger Industries, Inc.
- -------------------------------------------
(Exact name of registrant as specified in its
charter)
Delaware 1-9299 39-1566457
- --------------------------------------------------
(State or other (Commission IRS Employer
jurisdiction of File Number) Identification No.
incorporation)
3600 South Lake Drive, St. Francis, Wisconsin
- -------------------------------------------------
(Address of principal executive offices)
53235-3716
- ----------
Zip Code
(414) 486-6400
- ------------------------------------------------
(Registrant's telephone number, including area
code)
- --------------------------------------------
(Former name or former address, if changed since
last report)
Item 5. Other Events
On March 30, 1998, Harnischfeger
Industries, Inc. (the "Company")
completed the sale of approximately 80%
of the common stock of the Company's P&H
Material Handling ("Material
Handling")business, a leading supplier
of through-the-air cranes, hoists and
dock-side cranes for industrial and
shipyard settings, to Chartwell
Investments, Inc. The Company will
retain approximately 11% of the
outstanding voting securities and will
hold one of eight Board of Directors
seats of Material Handling.
Included in this Amended and Restated
Form 8-K/A are 1997 and first quarter
1998 Quarterly Income Statements and
1997 and first quarter 1998 selected
Quarterly Segment Information, all
restated to reflect Material Handling as
a discontinued operation and to reflect
the restatement discussed in the
following paragraph.
During the second quarter of fiscal
1998, the Company identified at its
Beloit Corporation subsidiary additional
contract costs of approximately $155,000
related to four large ongoing Indonesian
projects with total contract values
aggregating approximately $600,000. At
the direction of the Company's Board of
Directors, a special review was
undertaken to assess the reasonableness
of the revised cost estimates and the
related financial reporting
implications. Based upon the Company's
internal review and the results of the
special review, it was determined that
$27,600 and $82,000 of the approximate
$155,000 in additional contract costs
more appropriately related to fiscal
1997 and the first quarter of fiscal
1998, respectively. As such, the fiscal
1997 financial statements and the first
quarter of fiscal 1998 financial
statements were restated to reflect
these changes.
<PAGE>
<TABLE>
<CAPTION>
HARNISCHFEGER INDUSTRIES, INC.
Summary of 1997 and 1998 Consolidated Statements of Income-
Restated for P&H Material Handling as a Discontinued Operation
(in thousands)
1997
---------------------------------
6 Months
1st QTR 2nd QTR Y-T-D
-------- -------- ---------
<S> <C> <C> <C>
Revenues
Net Sales $619,429 $697,506 $1,316,935
Other Income 7,384 12,190 19,574
------- ------- ---------
626,813 709,696 1,336,509
Cost of Sales 466,845 531,982 998,827
Product Development,
Selling and
Administrative
Expenses 99,664 96,796 196,460
------- ------- ---------
Operating Income (Loss) 60,304 80,918 141,222
Interest Expense-Net (16,276) (17,736) (34,012)
------- ------- ---------
Income (Loss)
from Continuing
Operations before
(Provision) Benefit
for Income Taxes
and Minority Interest 44,028 63,182 107,210
(Provision) Benefit
for Income Taxes (15,409) (22,093) (37,502)
Minority Interest (2,287) (2,961) (5,248)
------- ------- ---------
Income (Loss) from
Continuing Operations 26,332 38,128 64,460
Income from Discontinued
Operation, net of
applicable income taxes 4,526 6,843 11,369
Extraordinary Loss
on Retirement of Debt,
net of applicable
income taxes - - -
------- ------- ---------
Net Income (Loss) $ 30,858 $ 44,971 $ 75,829
======= ======= =========
EPS-Basic
Income (Loss) from
continuing operations $0.55 $0.80 $1.35
Income from discontinued
operation 0.10 0.14 0.24
Extraordinary loss on
retirement of debt - - -
---- ---- ----
Net Income (Loss) Per
Common Share $0.65 $0.94 $1.59
==== ==== ====
Shares Outstanding- Basic 47,720 47,937 47,828
====== ====== ======
EPS-Diluted
Income (Loss) from
continuing operations $0.55 $0.79 $1.34
Income from discontinued
operation 0.09 0.14 0.23
Extraordinary loss on
retirement of debt - - -
---- ---- ----
Net Income (Loss) Per
Common Share $0.64 $0.93 $1.57
==== ==== ====
Shares Outstanding- Diluted 48,258 48,407 48,333
====== ====== ======
</TABLE>
<TABLE>
<CAPTION>
HARNISCHFEGER INDUSTRIES, INC.
Summary of 1997 and 1998 Consolidated Statements of Income-
Restated for P&H Material Handling as a Discontinued Operation
(in thousands)
1997
--------------------------------
9 Months
3rd QTR Y-T-D 4th QTR
-------- -------- ---------
<S> <C> <C> <C>
Revenues
Net Sales $704,212 $2,021,147 $714,041
Other Income 5,417 24,991 2,190
------- --------- -------
709,629 2,046,138 716,231
Cost of Sales 540,222 1,539,049 568,898
Product Development,
Selling and
Administrative
Expenses 102,821 299,281 101,868
------- --------- -------
Operating Income (Loss) 66,586 207,808 45,465
Interest Expense-Net (18,444) (52,456) (19,689)
-------- --------- -------
Income (Loss) from
Continuing
Operations before
(Provision) Benefit
for Income Taxes
and Minority Interest 48,142 155,352 25,776
(Provision) Benefit for
Income Taxes (15,315) (52,817) (8,738)
Minority Interest (2,755) (8,003) 1,647
-------- --------- -------
Income (Loss) from
Continuing Operations 30,072 94,532 18,685
Income from Discontinued
Operation, net of
applicable income taxes 5,818 17,187 7,876
Extraordinary Loss
on Retirement of Debt,
net of applicable
income taxes - - (12,999)
------- -------- -------
Net Income (Loss) $ 35,890 $ 111,719 $ 13,562
======= ======== =======
EPS-Basic
Income (Loss) from
continuing
operations $0.63 $1.98 $0.38
Income from discontinued
operation 0.12 0.36 0.17
Extraordinary loss on
retirement of debt - - (0.27)
---- ---- -----
Net Income (Loss) Per
Common Share $0.75 $2.34 $0.28
==== ==== =====
Shares Outstanding- Basic 47,972 47,876 47,679
====== ====== ======
EPS-Diluted
Income (Loss) from
continuing
operations $0.62 $1.96 $0.38
Income from discontinued
operation 0.12 0.35 0.17
Extraordinary loss on
retirement of debt - - (0.27)
---- ---- -----
Net Income (Loss) Per
Common Share $0.74 $2.31 $0.28
==== ==== =====
Shares Outstanding- Diluted 48,377 48,347 48,003
====== ====== ======
</TABLE>
<TABLE>
<CAPTION>
HARNISCHFEGER INDUSTRIES, INC.
Summary of 1997 and 1998 Consolidated Statements of Income-
Restated for P&H Material Handling as a Discontinued Operation
(in thousands)
1997 1998
----------- ----------
12 Months
Y-T-D 1st QTR
--------- ---------
<S> <C> <C>
Revenues
Net Sales $2,735,188 $557,844
Other Income 27,181 10,010
--------- -------
2,762,369 567,854
Cost of Sales 2,107,947 504,600
Product Development,
Selling and
Administrative
Expenses 401,149 97,837
--------- --------
Operating Income (Loss) 253,273 (34,583)
Interest Expense-Net (72,145) (18,295)
--------- --------
Income (Loss) from
Continuing
Operations before
(Provision) Benefit
for Income Taxes and
Minority Interest 181,128 (52,878)
(Provision) Benefit for
Income Taxes (61,555) 17,983
Minority Interest (6,356) 9,924
--------- --------
Income (Loss) from
Continuing
Operations 113,217 (24,971)
Income from Discontinued
Operation, net of
applicable income taxes 25,063 3,404
Extraordinary Loss
on Retirement of Debt,
net of applicable
income taxes (12,999) -
--------- --------
Net Income (Loss) $ 125,281 $ (21,567)
========= ========
EPS-Basic
Income (Loss) from
continuing
operations $2.36 $(0.53)
Income from discontinued
operation 0.53 0.07
Extraordinary loss on
retirement of debt (0.27) -
----- -----
Net Income (Loss) Per
Common Share $2.62 $(0.46)
===== =====
Shares Outstanding- Basic 47,827 46,742
====== ======
EPS-Diluted
Income (Loss) from continuing
operations $2.34 $(0.53)
Income from discontinued
operation 0.52 0.07
Extraordinary loss on
retirement of debt (0.27) -
----- -----
Net Income (Loss) Per
Common Share $2.59 $(0.46)
===== =====
Shares Outstanding- Diluted 48,261 46,742
====== ======
/TABLE
<PAGE>
<TABLE>
<CAPTION>
HARNISCHFEGER INDUSTRIES, INC.
Summary of 1997 and 1998 Segment Information-
Restated for P&H Material Handling as a Discontinued Operation
(in thousands)
1997
---------------------------------
6 Months
NET SALES 1st QTR 2nd QTR Y-T-D
------- ------- --------
<S> <C> <C> <C>
Mining Equipment $350,454 $365,392 $715,846
Pulp and Paper Machinery 268,975 332,114 601,089
------- ------- ---------
Total Continuing
Operations $619,429 $697,506 $1,316,935
======= ======= =========
Operating Income (Loss) 6 Months
1st QTR 2nd QTR Y-T-D
------- ------- --------
Mining Equipment $ 45,078 $ 57,057 $ 102,135
Pulp and Paper Machinery 20,874 29,461 50,335
------- ------- ---------
Total Continuing
Operations 65,952 86,518 152,470
Corporate (5,648) (5,600) (11,248)
------- ------- ---------
Operating Income (Loss) $ 60,304 $ 80,918 $ 141,222
======= ======= =========
ORDERS BOOKED 6 Months
1st QTR 2nd QTR Y-T-D
------- ------- --------
Mining Equipment $378,417 $365,972 $744,389
Pulp and Paper Machinery 403,042 402,049 805,091
------- ------- ---------
Total Continuing
Operations $781,459 $768,021 $1,549,480
======= ======= =========
</TABLE>
<TABLE>
<CAPTION>
HARNISCHFEGER INDUSTRIES, INC.
Summary of 1997 and 1998 Segment Information-
Restated for P&H Material Handling as a Discontinued Operation
(in thousands)
1997
--------------------------------
9 Months
NET SALES 3rd QTR Y-T-D 4th QTR
------- --------- -------
<S> <C> <C> <C>
Mining Equipment $329,204 $1,045,050 $422,291
Pulp and Paper Machinery 375,008 976,097 291,750
------- --------- -------
Total Continuing
Operations $704,212 $2,021,147 $714,041
======= ========= =======
Operating Income (Loss) 9 Months
3RD QTR Y-T-D 4TH QTR
------- -------- -------
Mining Equipment $ 44,260 $ 146,395 $ 55,408
Pulp and Paper Machinery 28,005 78,340 (1,855)
------- --------- -------
Total Continuing
Operations 72,265 224,735 53,553
Corporate (5,679) (16,927) (8,088)
------- --------- -------
Operating Income (Loss) $ 66,586 $ 207,808 $ 45,465
======= ========= =======
ORDERS BOOKED 9 Months
3RD QTR Y-T-D 4TH QTR
------- --------- --------
Mining Equipment $292,210 $1,036,599 $353,562
Pulp and Paper Machinery 292,703 1,097,794 274,291
------- --------- -------
Total Continuing
Operations $584,913 $2,134,393 $627,853
======= ========= =======
</TABLE>
<TABLE>
<CAPTION>
HARNISCHFEGER INDUSTRIES, INC.
Summary of 1997 and 1998 Segment Information-
Restated for P&H Material Handling as a Discontinued Operation
(in thousands)
1997 1998
----------- ---------
12 Months
NET SALES YTD 1st QTR
--------- --------
<S> <C> <C>
Mining Equipment $1,467,341 $321,122
Pulp and Paper Machinery 1,267,847 236,722
--------- -------
Total Continuing
Operations $2,735,188 $557,844
========= =======
Operating Income (Loss) 12 Months
YTD 1st QTR
--------- --------
Mining Equipment $ 201,803 $ 38,527
Pulp and Paper Machinery 76,485 (67,493)
--------- -------
Total Continuing
Operations 278,288 (28,966)
Corporate (25,015) (5,617)
--------- -------
Operating Income (Loss) $ 253,273 $ (34,583)
========= =======
ORDERS BOOKED 12 Months
YTD 1st QTR
--------- --------
Mining Equipment $1,390,161 $303,340
Pulp and Paper Machinery 1,372,085 303,376
--------- -------
Total Continuing
Operations $2,762,246 $606,716
========= =======
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly
caused this amended and restated report to be
signed on its behalf by the undersigned hereunto
duly authorized.
HARNISCHFEGER INDUSTRIES, INC.
(Registrant)
June 30, 1998 By /s/ James C. Benjamin
------------------------
James C. Benjamin
Vice President, Controller
And Chief Accounting Officer
