SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No.6)*
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)
May 25, 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 3,834,150 shares, which
constitutes approximately 8.0% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 47,941,690 shares
outstanding.
<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 (the "Schedule 13D"), relating to the Common Stock, par
value $1.00 per share (the "Stock"), of Harnischfeger Industries, Inc. Unless
otherwise indicated, all defined terms used herein shall have the same meanings
respectively ascribed to them in the Schedule 13D.
Item 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended by adding at the end thereof the following:
In light of the recent events announced by the Issuer in its press release
earlier today, the Reporting Persons have determined to terminate their
solicitation of stockholder consents and, in that connection, have sent to the
Issuer's new Chairman the letter attached hereto.
Except as set forth in this Item 4, the Reporting Persons have no present
plans or proposals that relate to or that would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.
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, 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: May 25, 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/ W.R. Cotham
W.R. Cotham
Attorney-in-Fact for:
THOMAS M. TAYLOR (1)
(1) A Power of Attorney authorizing W.R. Cotham et al., to act on behalf of
Thomas M. Taylor previously has been filed with the Securities and
Exchange Commission.
<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,
filed herewith.
<PAGE>
Mr. Robert B. Hoffman
Chairman of the Board
Harnischfeger Industries, Inc.
3600 South Lake Dr.
St. Francis, WI 53235-3716
May 25, 1999
Dear Mr. Hoffman:
In light of the actions taken by the Harnischfeger Board of Directors, we have
decided to terminate our Consent Solicitation. We are hopeful that the changes
announced today will pave the way for an improved dialogue with both management
and members of the Board and will lead to actions that will augment long-term
shareholder value through the value enhancement process you are currently
undertaking. We also believe that the combination of a new management team and
the separation of the offices of CEO and Chairman will help restore shareholder
confidence in the Company's leadership.
Although we are very supportive of the steps the Board has taken, we caution
that the Company has a long road ahead. We hope that the new regime will be
nimble in responding to the difficult industry pressures that continue to plague
Harnischfeger's businesses and will address the inflated cost structure that has
resulted from the shrunken demand for the Company's products. We also urge you
to reevaluate the implied dollar threshold adopted by the Company for allowing
shareholders a vote on significant corporate transactions and to consider
lowering the threshold to a level that genuinely gives shareholders a meaningful
voice with respect to the future of the Company. We remain unconvinced that
your current bylaw amendment accomplishes that objective.
We also hope that the new team and reconstructed Board will be open to a
constructive exchange of views with ourselves and other large shareholders. We
remind you that it has been nearly a full year since we made our first attempts
to initiate such a dialogue with the non-management directors of the Company.
In the interim, there has been a substantial deterioration in shareholder value.
Hopefully, by responding more quickly to the marketplace and by improving
communications with shareholders the new management team can not only stem
further value deterioration, but begin to create positive value for
shareholders.
We support the changes you have made and believe that they will facilitate the
value creation process. We urge you to make ourselves and the Company's other
shareholders an active part of that process.
Sincerely yours,
Thomas M. Taylor
