SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Harnischfeger Industries, Inc.
(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
413345109
(Cusip Number)
W. Robert Cotham
201 Main Street, Suite 2600
Fort Worth, Texas 76102
(817) 390-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 8, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
**The total number of shares reported herein is 2,873,950 shares, which
constitutes approximately 6.0% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 47,949,089 shares
outstanding.
<PAGE>
1. Name of Reporting Person:
Trinity I Fund, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 2,873,950 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,873,950 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,873,950 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.0%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, TF Investors, L.P.
(2) Solely in its capacity as the sole member of Portfolio Genpar, L.L.C.,
which is the sole general partner of Portfolio FF Investors, L.P.
<PAGE>
1. Name of Reporting Person:
TF Investors, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 2,873,950 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,873,950 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,873,950 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.0%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Trinity Capital
Management, Inc.
(2) Solely in its capacity as the sole general partner of Trinity I Fund, L.P.,
which is the sole member of Portfolio Genpar, L.L.C., which is the sole
general partner of Portfolio FF Investors, L.P.
<PAGE>
1. Name of Reporting Person:
Trinity Capital Management, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 2,873,950 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,873,950 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,873,950 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.0%
14. Type of Reporting Person: CO
- ----------
(1) Power is exercised through its President, William P. Hallman, Jr.
(2) Solely in its capacity as the sole general partner of TF Investors, L.P.,
which is the sole general partner of Trinity I Fund, L.P., which is the
sole member of Portfolio Genpar, L.L.C., which is the sole general partner
of Portfolio FF Investors, L.P.
<PAGE>
1. Name of Reporting Person:
William P. Hallman, Jr.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 2,873,950 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,873,950 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,873,950 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.0%
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacity as President and sole stockholder of Trinity Capital
Management, Inc., which is the sole general partner of TF Investors, L.P.,
which is the sole general partner of Trinity I Fund, L.P., which is the
sole member of Portfolio Genpar, L.L.C., which is the sole general partner
of Portfolio FF Investors, L.P.
<PAGE>
1. Name of Reporting Person:
Portfolio FF Investors, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: OO-Partnership Contributions
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 2,873,950 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,873,950 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,873,950
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.0%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Portfolio Genpar,
L.L.C.
<PAGE>
1. Name of Reporting Person:
Portfolio Genpar, L.L.C.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 2,873,950 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,873,950 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,873,950 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.0%
14. Type of Reporting Person: CO
- ----------
(1) Solely in its capacity as the sole general partner of Portfolio FF
Investors, L.P.
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby amend their Schedule 13D Statement dated May 19, 1998, as
amended by Amendment No. 1 dated May 29, 1998, as amended by Amendment No. 2
dated August 12, 1998, as amended by Amendment No. 3 dated October 12, 1998, as
amended by Amendment No. 4 dated April 6, 1999, as amended by Amendment No. 5
dated April 13, 1999, as amended by Amendment No. 6 dated May 25, 1999, as
amended by Amendment No. 7 dated June 8, 1999 (the "Schedule 13D"), relating to
the Common Stock, par value $1.00 per share (the "Stock"), of Harnischfeger
Industries, Inc. (the "Issuer"). Unless otherwise indicated, all defined terms
used herein shall have the same meanings respectively ascribed to them in the
Schedule 13D.
Item 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and restated in its entirety as follows:
(a) Pursuant to Regulation 13D-G of the General Rules and Regulations under
the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned
hereby file this Schedule 13D Statement on behalf of Trinity I Fund, L.P., a
Delaware limited partnership ("TIF"), TF Investors, L.P., a Delaware limited
partnership ("TFI"), Trinity Capital Management, Inc., a Delaware corporation
("TCM"), William P. Hallman, Jr. ("WPH"), Portfolio FF Investors, L.P., a
Delaware limited partnership ("PFFI"), and Portfolio Genpar, L.L.C., a Delaware
limited liability company ("PG"). TIF, TFI, TCM, WPH, PFFI and PG are sometimes
hereinafter collectively referred to as the "Reporting Persons." The Reporting
Persons are making this single, joint filing because they may be deemed to
constitute a "group" within the meaning of Section 13(d)(3) of the Act, although
neither the fact of this filing nor anything contained herein shall be deemed to
be an admission by the Reporting Persons that a group exists.
(b)-(c)
TIF
TIF is a Delaware limited partnership, the principal business of which is
the purchase, sale, exchange, acquisition and holding of investment securities.
The principal business address of TIF, which also serves as its principal
office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to TFI, the
sole general partner of TIF, is set forth below.
TFI
TFI is a Delaware limited partnership, the principal business of which is
serving as the sole general partner of TIF. The principal business address of
TFI, which also serves as its principal office, is 201 Main Street, Suite 3200,
Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act,
information with respect to TCM, the sole general partner of TFI, is set forth
below.
TCM
TCM is a Delaware corporation, the principal business of which is serving
as the sole general partner of TFI. The principal business address of TCM, which
also serves as its principal office, is 201 Main Street, Suite 3200, Fort Worth,
Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, the name,
residence or business address, and present principal occupation or employment of
each director, executive officer and controlling person of TCM are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
William P. Hallman, 201 Main Street Director and Shareholder
Jr. Suite 2500 of Kelly, Hart and
Fort Worth, Texas 76102 Hallman, P.C. ("KHH")
W. R. Cotham 201 Main Street Vice President/
Suite 2600 Controller of
Fort Worth, Texas 76102 Bass Enterprises
Production Co. ("BEPCO")
KHH is a law firm whose business address is 201 Main Street, Suite 2500,
Fort Worth, Texas 76102.
BEPCO is a Texas corporation, the principal business of which is oil
exploration and drilling and producing hydrocarbons. The principal address of
BEPCO, which also serves as its principal office, is 201 Main Street, Suite
2700, Fort Worth, Texas 76102.
WPH
See answers above.
PFFI
PFFI is a Delaware limited partnership, the principal business of which is
the purchase, sale, exchange, acquisition and holding of investment securities.
The principal business address of PFFI, which also serves as its principal
office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to PG, the
sole general partner of PFFI, is set forth below.
PG
PG is a Delaware limited liability company, the principal business of which
is serving as the sole general partner of PFFI and other affiliated limited
partnerships. The principal business address of PG, which also serves as its
principal office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102.
Pursuant to Instruction C to Schedule 13D of the Act, the name, residence or
business address, and present principal occupation or employment of each
director, executive officer and controlling person (in addition to TIF) of PG
are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
William P. Hallman, See answers above. See answers above.
Jr.
W. R. Cotham See answers above. See answers above.
(d) None of the entities or persons identified in this Item 2 has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) All of the natural persons identified in this Item 2 are citizens of
the United States of America.
Item 3. SOURCE OF FUNDS.
Item 3 is hereby amended and restated in its entirety as follows:
The source and amount of the funds used or to be used by the Reporting
Persons to purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
TIF Not Applicable Not Applicable
TFI Not Applicable Not Applicable
TCM Not Applicable Not Applicable
WPH Not Applicable Not Applicable
PFFI Other (1) $96,910,731.25
PG Not Applicable Not Applicable
(1) Contributions from partners.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as follows:
(a)
TIF
Because of its position as the sole member of PG, which is the sole
general partner of PFFI, TIF may, pursuant to Rule 13d-3 of the Act, be deemed
to be the beneficial owner of 2,873,950 shares of the Stock, which constitutes
approximately 6.0% of the outstanding shares of the Stock.
TFI
Because of its position as the sole general partner of TIF, which is the
sole member of PG, which is the sole general partner of PFFI, TFI may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 2,873,950
shares of the Stock, which constitutes approximately 6.0% of the outstanding
shares of the Stock.
TCM
Because of its position as the sole general partner of TFI, which is the
sole general partner of TIF, which is the sole member of PG, which is the sole
general partner of PFFI, TCM may, pursuant to Rule 13d-3 of the Act, be deemed
to be the beneficial owner of 2,873,950 shares of the Stock, which constitutes
approximately 6.0% of the outstanding shares of the Stock.
WPH
Because of his position as the President and sole stockholder of TCM,
which is the sole general partner of TFI, which is the sole general partner of
TIF, which is the sole member of PG, which is the sole general partner of PFFI,
WPH may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner
of 2,873,950 shares of the Stock, which constitutes approximately 6.0% of the
outstanding shares of the Stock.
PFFI
The aggregate number of shares of the Stock that PFFI owns beneficially,
pursuant to Rule 13d-3 of the Act, is 2,873,950, which constitutes approximately
6.0% of the outstanding shares of the Stock.
PG
Because of its position as the sole general partner of PFFI, PG may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
2,873,950 shares of the Stock, which constitutes approximately 6.0% of the
outstanding shares of the Stock.
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any shares of the Stock.
(b)
TIF
As the sole member of PG, which is the sole general partner of PFFI, TIF
has the sole power to vote or to direct the vote and to dispose or to direct the
disposition of 2,873,950 shares of the Stock.
TFI
As the sole general partner of TIF, which is the sole member of PG,
which is the sole general partner of PFFI, TFI has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 2,873,950 shares
of the Stock.
TCM
As the sole general partner of TFI, which is the sole general partner of
TIF, which is the sole member of PG, which is the sole general partner of PFFI,
TCM has the sole power to vote or to direct the vote and to dispose or to direct
the disposition of 2,873,950 shares of the Stock.
WPH
As the President and sole stockholder of TCM, which is the sole general
partner of TFI, which is the sole general partner of TIF, which is the sole
member of PG, which is the sole general partner of PFFI, WPH has the sole power
to vote or to direct the vote and to dispose or to direct the disposition of
2,873,950 shares of the Stock.
PFFI
Acting through its sole general partner, PFFI has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 2,873,950
shares of the Stock.
PG
As the sole general partner of PFFI, PG has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 2,873,950 shares
of the Stock.
(C) During the past 60 days, the Reporting Persons have effected no
transactions in shares of the Stock.
Except as set forth in this paragraph (c), to the best of the knowledge
of each of the Reporting Persons, none of the persons named in response to
paragraph (a) has effected any transactions in shares of the Stock during the
past 60 days.
(d) Each of the Reporting Persons affirms that no person other than
such Reporting Person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares of the
Stock owned by such Reporting Person.
(e) Not Applicable.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended and restated in its entirety as follows:
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(k)(1)(iii), previously
filed.
Exhibit 99.2 -- Letter to the Chief Executive Officer of the Issuer, dated
April 6, 1999, previously filed.
Exhibit 99.3 -- Letter to the Chief Executive Officer of the Issuer, dated
April 13, 1999, previously filed.
Exhibit 99.4 -- Letter to the Chairman of the Board of the Issuer, dated
May 25, 1999, previously filed.
Exhibit 99.5 -- Agreement pursuant to Rule 13d-1(k)(1)(iii), filed
herewith.
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATED: October 27, 1999
TRINITY I FUND, L.P.,
a Delaware limited partnership
By: TF INVESTORS, L.P.,
a Delaware limited partnership,
General Partner
By: TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation,
General Partner
By: /s/ W.R. Cotham
W.R. Cotham, Vice President
TF INVESTORS, L.P.,
a Delaware limited partnership
By: TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation,
General Partner
By: /s/ W.R. Cotham
W.R. Cotham, Vice President
TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation
By: /s/ W.R. Cotham
W.R. Cotham, Vice President
PORTFOLIO FF INVESTORS, L.P.,
a Delaware limited partnership
By: PORTFOLIO GENPAR, L.L.C.,
a Delaware limited liability
company, General Partner
By: /s/ W.R. Cotham
W.R. Cotham, Vice President
PORTFOLIO GENPAR, L.L.C.,
a Delaware limited liability company
By: /s/ W.R. Cotham
W.R. Cotham, Vice President
/s/ William P. Hallman, Jr.
William P. Hallman, Jr.
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement and Power of Attorney pursuant to Rule 13d-1(k)(1)(iii),
previously filed.
99.2 Letter to the Chief Executive Officer of the Issuer, dated April 6,
1999, previously filed.
99.3 Letter to the Chief Executive Officer of the Issuer, dated April 13,
1999, previously filed.
99.4 Letter to the Chairman of the Board of the Issuer, dated May 25, 1999,
previously filed.
99.5 Agreement and Power of Attorney pursuant to Rule 13d-1(k)(1)(iii), filed
herewith.
Exhibit 99.5
1. Joint Filing. Pursuant to Rule 13d-1(k)(1)(iii) of Regulation
13D-G of the General Rules and Regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended, the
undersigned agrees that the statement to which this Exhibit is attached is filed
on behalf of each of them in the capacities set forth below.
2. Power of Attorney. Know all persons by these presents that the
each person whose signature appears below constitutes and appoints Clive D.
Bode, W. Robert Cotham, William O. Reimann, IV and Mark L. Hart, Jr., and each
of them, as his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments to
the Schedule 13D, and any reports filed pursuant to Section 16 of the Securities
Exchange Act of 1934, filed on behalf of each of them with respect to their
beneficial ownership of Harnischfeger Industries, Inc., and to file the same,
with all exhibits thereto and all 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 such person might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or such person or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
October 27, 1999
/s/ William P. Hallman, Jr.
WILLIAM P. HALLMAN, JR.
