SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
April 13, 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.
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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 (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:
On April 12, 1999, the Reporting Persons received the following response
to their request for a meeting with the non-management directors:
Dear Mr. Taylor:
Enclosed is a press release we issued today. We believe this addresses the
issues discussed in your letter of April 6, 1999 as well as our subsequent
conversation of April 8. In consideration of the foregoing, the Board sees no
purpose at this time for a meeting with you.
Sincerely, /s/ Jeffery T. Grade
In light of the events of the past few days, including the foregoing
refusal of the Issuer's independent directors to meet with representatives of
the Reporting Persons, the Reporting Persons have determined to proceed with a
public solicitation of stockholder consents to amend the Issuer's Bylaws. These
amendments would (i) require the Issuer's Board of Directors to submit all
significant (generally transactions with a value of over $100 million) merger,
restructuring, joint venture or similar transactions to a vote of stockholders
for their prior approval, (ii) separate the offices of Chairman and Chief
Executive Officer and provide that the Chairman must be a non-management (i.e.,
not a current or former employee of the Issuer) director and (iii) permit
stockholders holding not less than 25% of the Issuer's voting stock to call a
meeting between all stockholders of the Issuer and the non-management directors
of the Issuer.
Accordingly, the Reporting Persons have sent the letter attached as an
Exhibit hereto to the Issuer's Chief Executive Officer; have transmitted written
notification to the Issuer, as required by the Issuer's Bylaws, of the Reporting
Persons' intention to seek action by written consent of the stockholders; and
are filing a preliminary copy of the related Consent Solicitation Statement with
the Securities and Exchange Commission.
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, filed herewith.<PAGE>
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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: April 14, 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.
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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, filed herewith.
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THOMAS M. TAYLOR & CO.
201 Main Street
Fort Worth, Texas 76102-3131
817/390-8869
Mr. Jeffery Grade
Harnischfeger Industries
3600 South Lake Dr.
St. Francis, WI 53235-3716
April 13, 1999
Dear Mr. Grade:
We received your letter of April 12 rejecting our request to meet with the non-
management directors of the Company. While we are relieved that the Company has
finally decided to hire an outside financial advisor to help evaluate
alternatives to enhance shareholder value, we strongly disagree with your
contention that the hiring of such an adviser "addresses the issues discussed"
in our letter of April 6, 1999, and are disappointed that the non-management
directors are unwilling to meet with one of its major shareholders.
Given the performance history of the Company and the credibility problem that
this management team has with its shareholders, we are initiating a written
consent process to solicit support for several reforms to the Company's
governance structure. We believe that if these reforms are adopted, they will
bolster the process currently being undertaken by the Company, and increase
shareholders' confidence that meaningful steps will be taken to enhance
shareholder value pursuant to this process.
We are thereby soliciting support for the following three corporate governance
reforms through the written consent process as provided for under Delaware law
and the Company's Bylaws:
The first proposal will amend the Bylaws to require the Board to submit
all significant (generally transactions with a value of over $100
million) merger, restructuring, joint venture, or similar transactions
to a vote of stockholders for their prior approval;
The second proposal will amend the Bylaws to separate the offices of
Chairman and Chief Executive Officer and will provide that the Chairman
must be a non-management (i.e., not a current or former employee)
director;
The third proposal will amend the Bylaws to permit stockholders holding
not less than 25% of the Company's voting stock to call a meeting
between all shareholders of the Company and the non-management
directors.
In the weeks ahead, we remain open to a meeting with the non-management
directors to discuss these reforms and the Company's efforts with respect to the
value enhancement process.
Sincerely,
Thomas M. Taylor
