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
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DATE OF REPORT (Date of earliest event reported):
SEPTEMBER 15, 1998
HARNISCHFEGER INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-9929 39-1566457
(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification
Incorporation No.)
3600 SOUTH LAKE DRIVE, ST. FRANCIS, WISCONSIN 53235-3716
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (414) 486-6400
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Item 5. Other Events.
On September 15, 1998, Harnischfeger Industries, Inc. (the "Company")
and BankBoston, N.A., formerly known as The First National Bank of Boston,
as Rights Agent, amended the Rights Agreement dated as of February 8, 1989,
as amended as of October 9, 1995, between the Company and the Rights Agent.
Pursuant to this amendment, the term of the Rights Agreement is extended for
a period of ten years, to February 17, 2009. In addition, the level of
ownership of Company common stock which triggers the Rights Agreement has
been reduced from 20% to 15%.
On September 21, 1998, the Company announced it had discontinued exploring
the possible sale of Beloit Corporation as well as other methods of
separating its principal businesses.
The amendment to the Rights Agreement and the press release announcing
the amendment and announcing that the Company had discontinued exploring the
possible sale of Beloit Corporation as well as other methods of separating
its principal businesses are attached hereto as exhibits and are incorporated
herein by reference.
Item 7. Exhibits.
4. Amendment, dated as of September 15, 1998, to
the Rights Agreement, dated as of February 8,
1989, as amended as of October 9, 1995, between
Harnischfeger Industries, Inc. and BankBoston, N.A.,
formerly known as The First National Bank of Boston,
as Rights Agent.
99. Press Release, dated September 21, 1998,
announcing the amendment to the Rights
Agreement and announcing that the Company had
discontinued exploring the possible sale of Beloit
Corporation as well as other methods of separating
its principal businesses.
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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.
HARNISCHFEGER INDUSTRIES, INC.
Date: September 21, 1998 By: /s/ James C. Benjamin
________________________________
James C. Benjamin
Vice President and Controller
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EXHIBIT INDEX
Exhibit
No.
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4. Amendment, dated as of September 15, 1998, to the Rights
Agreement, dated as of February 8, 1989, as amended as of
October 9, 1995, between Harnischfeger Industries, Inc. and
BankBoston, N.A., formerly known as The First National Bank
of Boston, as Rights Agent.
99. Press Release, dated September 21, 1998, announcing the
amendment to the Rights Agreement and announcing that the
Company had discontinued exploring the possible sale of Beloit
Corporation as well as other methods of separating
its principal businesses.
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EXHIBIT NO. 4
SECOND AMENDMENT TO RIGHTS AGREEMENT
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SECOND AMENDMENT, dated as of September 15, 1998, to the Rights Agreement,
dated as of February 8, 1989 and amended as of October 9, 1995 (as so amended,
the "Rights Agreement"), between Hamischfeger Industries, Inc., a Delaware
corporation (the "Company"), and BankBoston, N.A., formerly known as The
First National Bank of Boston, as Rights Agent (the "Rights Agent"). All
capitalized terms not defined herein shall have the meanings ascribed to
them in the Rights Agreement.
The Company and the Rights Agent have heretofore executed and entered into
the Rights Agreement. Pursuant to Section 26 of the Rights Agreement, the
Company and the Rights Agent may from time to time supplement or amend the
Rights Agreement in accordance with the provisions of Section 26 thereof.
All acts and things necessary to make this Amendment a valid agreement,
enforceable according to its terms, have been done and performed, and the
execution and delivery of this Amendment by the Company and the Rights Agent
have been in all respects duly authorized by the Company and the Rights Agent.
In consideration of the foregoing and the mutual agreements set forth
herein, the parties agree as follows:
1. The references to "20%" set forth in the first and third sentences of
Section 1 (a) of the Rights Agreement shall be deleted and replaced with "15%".
2. The reference to "20%" set forth in Section 1 (k) of the Rights
Agreement shall be deleted and replaced with "15%".
3. Section 1 (o) of the Rights Agreement is hereby modified and amended to
read in its entirety as follows:
(o) "Expiration Date" shall mean the Close of Business on February 17,
2009.
4. The Rights Agreement and the Exhibits thereto may be restated to
reflect this Amendment to the Rights Agreement, including all necessary
conforming changes.
5. This Amendment to the Rights Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware and for all
purposes shall be governed by and construed with the laws of such State
applicable to contracts to be made and performed entirely within such State.
6. This Amendment to the Rights Agreement may be executed in any number
of counterparts and each of such counterparts shall for all purposes be
deemed an original and all such counterparts shall together constitute but
one and the same instrument. Terms not defined herein shall, unless the
context otherwise requires, have the meanings to such terms in the Rights
Agreement.
7. Except as expressly noted herein, this Amendment to the Rights Agreement
shall not by implication or otherwise alter, modify, amend or in any way
affect any of the terms, conditions, obligations, covenants or agreements
contained in the Rights Agreement, all of which are ratified and affirmed in
all respects and shall continue in full force and effect.
8. If any term, provision, covenant or restriction of this Amendment to
the Rights Agreement is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Amendment to the Rights
Agreement, and of the Rights Agreement, shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
9. This Amendment and the Rights Agreement constitute the entire agreement
among the parties with respect to the subject matter thereof and supersedes
all prior agreements and understandings, both oral and written, among the
parties with respect to such subject matter.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and attested, all as of the date and year first written above.
Attest: HARNISCHFEGER INDUSTRIES, INC.
By: By:
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Attest: BANKBOSTON, N.A., FORMERLY KNOWN AS
THE FIRST NATIONAL BANK OF BOSTON
By: By:
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EXHIBIT NO. 99
Contact:
Francis M. Corby, Jr. James C. Benjamin David A. Brukardt
Executive Vice President Vice President and Director, Corporate
Finance and Administration Controller Communication
(414) 486-6518 (414) 486-6870 (414) 486-6474
HARNISCHFEGER ANNOUNCES IT WILL RETAIN BELOIT CORPORATION;
EXTENDS ITS SHAREHOLDER RIGHTS PLAN
MILWAUKEE -- September 21, 1998 -- Harnischfeger Industries, Inc. (NYSE:HPH)
today announced it has discontinued exploring the possible sale of Beloit
Corporation as well as other methods of separating its principal businesses.
"Pulp and paper markets throughout the world are softer than anyone
anticipated. Economic uncertainties in Asia, Russia, Latin America and
other parts of the world are not only affecting the pulp and paper industry,
but also potential buyers of Beloit as well, be they strategic or financial
buyers," Jeffrey T. Grade, Chairman and Chief Executive Officer, stated. "We
would not undertake a transaction that did not satisfy our objective of
enhancing long-term shareholder value. We have the right management team in
place at Beloit and, with B2000, the right business strategy. We intend
to aggressively pursue maximum long-term shareholder value from Beloit
through growth and the continued development of Beloit's life-cycle
management strategy."
The Company also announced that its Board of Directors extended the term of
its shareholder rights plan for ten years and lowered the level of ownership
of Company stock that triggers the Rights Agreement from 20% to 15%. The
Rights Agreement was established in 1989 and was previously scheduled to
expire in February, 1999. Grade said, "The rights plan does not, and is not
intended to, immunize the Company from takeover. However, we continue to
believe that the rights plan provides an effective tool for the Board of
Directors to protect and enhance stockholder interests."
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All statements in this news release other than historical facts are forward-
looking statements which involve risks and uncertainties and which are
subject to change at any time. Such statements are based on management's
expectation at the time they are made. In addition to the assumptions and
other factors referred to in connection with the statements, factors set
forth in the company's latest Form 10-Q filed with the Securities and
Exchange Commission, among others, could cause actual results to differ
materially from those contemplated.
Harnischfeger Industries, Inc. [NYSE: HPH] is a global company with
business segments involved in the manufacture and distribution of equipment
for underground mining (Joy Mining Machinery), surface mining (P&H Mining
Equipment), and pulp and papermaking (Beloit Corporation).
