SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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 6, 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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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: 3,834,150 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 3,834,150 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,834,150 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 8.0%
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.
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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: 3,834,150 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 3,834,150 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,834,150 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 8.0%
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.
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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: 3,834,150 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 3,834,150 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,834,150 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 8.0%
14. Type of Reporting Person: CO
- ----------
(1) Power is exercised through its President, Thomas M. Taylor.
(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.
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1. Name of Reporting Person:
Thomas M. Taylor
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: 3,834,150 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 3,834,150 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,834,150 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 8.0%
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.
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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: 3,834,150 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 3,834,150 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,834,150
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 8.0%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Portfolio Genpar,
L.L.C.
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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: 3,834,150 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 3,834,150 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,834,150 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 8.0%
14. Type of Reporting Person: CO
- ----------
(1) Solely in its capacity as the sole general partner of Portfolio FF
Investors, L.P.
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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
(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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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
TMT Not Applicable Not Applicable
PFFI Other (1) $96,910,731.25
PG Not Applicable Not Applicable
(1) Contributions from partners.
Item 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended by adding at the end thereof the following:
On April 6, 1999, the Reporting Persons delivered to the Chief Executive
Officer of the Issuer the attached letter, Exhibit 99.2, which is hereby
incorporated herein by this reference.
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 3,834,150 shares of the Stock, which constitutes
approximately 8.0% 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 3,834,150
shares of the Stock, which constitutes approximately 8.0% 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 3,834,150 shares of the Stock, which constitutes
approximately 8.0% of the outstanding shares of the Stock.
TMT
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,
TMT may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner
of 3,834,150 shares of the Stock, which constitutes approximately 8.0% 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 3,834,150, which constitutes approximately
8.0% 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
3,834,150 shares of the Stock, which constitutes approximately 8.0% 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 3,834,150 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 3,834,150 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 3,834,150 shares of the Stock.
TMT
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, TMT has the sole power
to vote or to direct the vote and to dispose or to direct the disposition of
3,834,150 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 3,834,150
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 3,834,150
shares of the Stock.
(c) During the past 60 days, the Reporting Persons have had 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.
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,
filed herewith.
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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 7, 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, filed herewith.
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 6, 1999
Dear Mr. Grade:
As you know, we have been shareholders of Harnischfeger for almost one year and
presently own over 8% of the Company. We are not happy with the Company's
performance and believe you should be actively seeking ways to reverse the
situation. A recently published Business Week ranking of corporations in the
S&P 500 underscores just how bad the Company's performance has been. According
to that ranking, the decline in Harnischfeger's stock price in the recent past
has earned the Company the distinction of the worst performer in the S&P 500 in
total shareholder returns over the latest one-year and three-year periods
(Business Week, March 29, 1999). Furthermore, the Company received a
performance grade of "F" in all of the eight performance areas evaluated in this
survey.
We think that the role of the CEO and the board of directors is considerably
heightened in difficult times such as Harnischfeger is experiencing, and that
it is imperative in such times that all tangible strategic options be thoroughly
reviewed. We are deeply concerned that you and the Harnischfeger Board may be
neglecting your fiduciary duty, particularly with respect to the evaluation of
a recent offer that the Company received from another company in the industry.
Our investment style is to make sizeable, long-term investments in public
corporations, and to carefully monitor our investments throughout their
duration. In the course of our involvement with Harnischfeger, we have had
extensive dialogue with management, other Harnischfeger shareholders and a
number of the Company's customers, competitors and suppliers. Recently, when
we approached one of the companies in a related business field, we learned that
this company had made numerous advances to Harnischfeger regarding a strategic
combination, and had extended a premium offer to purchase the company, subject
to due diligence. We understand that the Company has not moved forward, nor has
taken any action, regarding this proposal. We also understand that the Company
presently is contemplating a transaction that would make a merger or acquisition
very difficult or impossible to accomplish. This is very disturbing.
We do not understand on what basis you and the Harnischfeger Board are
evaluating the current proposal, and the potentially significant synergies it
could offer. Currently, we know that no independent directors have yet met with
any officials of the offeror. You and members of the Harnischfeger Board, of
course, must realize the extent of your fiduciary duty in such situations; yet
the lack of responsiveness to date leaves me questioning the standards to which
the actions of you and the Harnischfeger Board have been subjected. We would
assume that the Company or its advisors, if they have not already, intend to
undertake a complete examination of the value that could be delivered to
Harnischfeger shareholders through a combination of the two companies, and
compare that value to the value of Harnischfeger's other alternatives. Any
other approach, it would seem, fails to address the underlying issues.
We would like to meet with all of the non-management members of the
Harnischfeger Board over the next few days. The purpose of the meeting is to
hear the Board's appraisal of the merger proposal and to understand the time
frame for the Board's decisionmaking. We also would like to hear of any other
opportunities that the Company is reviewing, including the transaction referred
to above. Finally, we would like to share our own assessment of the potential
value inherent in the proposed strategic merger, which we believe to be
consistent with the views of many of Harnischfeger's large shareholders.
I will call you tomorrow to arrange a meeting.
Sincerely,
Thomas M. Taylor
cc: The Harnischfeger Board of Directors
