SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/x/ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
HARNISCHFEGER INDUSTRIES, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
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[LETTERHEAD OF HARNISCHFEGER INDUSTRIES, INC.]
April 30, 1999
DEAR FELLOW SHAREHOLDER:
After careful consideration and review, our board of directors has adopted
amendments to the by-laws of Harnischfeger which further enhance the company's
corporate governance procedures.
These amendments provide shareholders a more direct and active voice in how
Harnischfeger conducts its business and are consistent with the commitment of
both the board and management to serve the best interests of the company and all
shareholders. This commitment also underlies the process through which the
board, assisted by Chase Securities, Inc., is evaluating alternatives to enhance
shareholder value, including potential transaction opportunities. At the same
time, the company is continuing to work with its bank group led by Chase
Manhattan Bank to seek to provide needed liquidity for operations.
In adopting the by-law amendments, the board carefully reviewed the by-law
amendments proposed by a shareholder, Trinity Group. The adopted amendments
reflect much of what is contained in the Trinity proposals. The board attempted
to arrange a meeting between Trinity and two independent directors to discuss
the amendments and other matters in an effort to resolve Trinity's concerns. The
few differences between the amendments adopted by the board and the Trinity
proposals have been carefully considered and are appropriate, reasonable and in
the best interests of shareholders. Accordingly, the board strongly believes
that the termination by Trinity of its consent solicitation would be in the best
interests of all shareholders.
Unfortunately, Trinity refused to meet and to have a constructive discussion.
Consequently, by proceeding with its consent solicitation, Trinity is creating
circumstances which are disruptive to the efforts in which Harnischfeger now is
engaged to try to create enhanced shareholder value and liquidity.
ACCORDINGLY, THE BOARD RECOMMENDS THAT SHAREHOLDERS OPPOSE THE CONSENT
SOLICITATION BEING UNDERTAKEN BY THE TRINITY GROUP. THE BEST INTERESTS OF ALL
SHAREHOLDERS ARE SERVED BY THE BY-LAW AMENDMENTS ALREADY ADOPTED BY THE BOARD.
THE BOARD URGES SHAREHOLDERS TO REJECT THE TRINITY CONSENT SOLICITATION.
We had hoped that Trinity would join us constructively in our efforts to achieve
for Harnischfeger the goals of enhanced value and needed liquidity. However,
Trinity has chosen to complicate matters.
You will soon be receiving Harnschfeger's preliminary proxy materials opposing
the Trinity consent solicitation. We appreciate your support.
On behalf of the board of directors,
/s/ Jeffery T. Grade /s/ L. Donald LaTorre
JEFFERY T. GRADE L. DONALD LATORRE
Chairman and Chief Executive Chairman, Corporate Governance
Officer Committee
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CERTAIN ADDITIONAL INFORMATION: Harnischfeger Industries, Inc. will be
soliciting revocations of consents to the porposals of Trinity I Fund, L.P.,
Portfolio Genpar, LLC, and Portfolio FF Investors, L.P. (collectively, the
"Trinity Group"). The following individuals may be deemd to be participants in
the solicitation of revocations of consents by Harnischfeger Industries, Inc.:
Harnischfeger Industries, Inc., Jeffery T. Grade, John N. Hanson, Francis M.
Corby, Jr., Larry D. Brady, Robert M. Gerrity, John D. Correnti, Robert B.
Hoffman, Jean-Pierre Labruyere, L. Donald LaTorre, Leonard Redon, Donna M.
Alvarado, Harry L. Davis and Stephen M. Peck. As of April 20, 1999, Mr. Grade is
the beneficial owner of 1,119,611 shares of the company's common stock; Mr
Hanson is the beneficial owner of 229,858 shares of the company's common stock;
Mr. Corby is the beneficial owner of 486,266 shares of the company's common
stock; Mr. Brady is the beneficial owner of 7,212 shares of the company's common
stock; Mr. Gerrity is the beneficial owner of 3,747 shares of the company's
common stock; Mr. Correnti is the beneficial owner of 5,745 shares of the
company's common stock; Mr. Hoffman is the beneficial owner of 5,261 shares of
the company's common stock; Mr. Labuyere is the beneficial owner of 8,145 shares
of the company's common stock; Mr. LaTorre is the beneficial owner of 5,304
shares of the company's common stock; Mr. Redon is the beneficial owner of 4,456
shares of the company's common stock; Ms. Alvarado is the beneficial owner of
6,388 shares of the company's common stock; Mr. Davis is the beneficial owner of
15,200 shares of the company's common stock; and Mr. Peck is the beneficial
owner of 12,000 shares of the company's common stock.
________________________________________________________________________________
If you have any questions please contact:
[MacKenzie Partners, Inc. logo]
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
or
CALL TOLL-FREE (800) 322-2885
________________________________________________________________________________
<PAGE>
HARNISCHFEGER INDUSTRIES, INC.
c/o MacKenzie Partners, Inc.
156 Fifth Avenue
New York, NY 10010
