-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G190lolVSkL4jH9SybaJA0tG2OKe2y129LNXK7EenXRqPQVeuynWR8OaNdjcGtET 7a4RVopUSdGyiRRuORvK5w== 0001104659-09-040106.txt : 20090625 0001104659-09-040106.hdr.sgml : 20090625 20090625171800 ACCESSION NUMBER: 0001104659-09-040106 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090625 DATE AS OF CHANGE: 20090625 GROUP MEMBERS: DAVID H. BATCHELDER GROUP MEMBERS: RALPH V. WHITWIRTH GROUP MEMBERS: RELATIONAL INVESTORS MID-CAP FUND I, L.P. GROUP MEMBERS: RELATIONAL INVESTORS MID-CAP FUND II, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HARMAN INTERNATIONAL INDUSTRIES INC /DE/ CENTRAL INDEX KEY: 0000800459 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651] IRS NUMBER: 112534306 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-06563 FILM NUMBER: 09910364 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: SUITE 1500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033283500 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: SUITE 1500 CITY: STAMFORD STATE: CT ZIP: 06901 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RELATIONAL INVESTORS LLC CENTRAL INDEX KEY: 0001047644 IRS NUMBER: 330694767 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 12400 HIGH BLUFF DRIVE STREET 2: SUITE 600 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 858.704.3333 MAIL ADDRESS: STREET 1: 12400 HIGH BLUFF DRIVE STREET 2: SUITE 600 CITY: SAN DIEGO STATE: CA ZIP: 92130 SC 13D/A 1 a09-17011_1sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Harman International Industries, Incorporated

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

413086109

(CUSIP Number)

Ralph V. Whitworth

Relational Investors, LLC

12400 High Bluff Drive, Suite 600

San Diego, CA 92130

(858) 704-3333

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 23, 2009

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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).

CUSIP No. 413086109

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only) Relational Investors, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 3,000,200

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 3,000,200

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,000,200

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 4.33%

	14.	Type of Reporting Person (See Instructions) IA/HC/OO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only) Relational Investors Mid-Cap Fund I, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 1,500,000

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 1,500,000

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,500,000

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 2.16%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only) Relational Investors Mid-Cap Fund II, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 1,500,000

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 1,500,000

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,500,000

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 2.16%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only) Ralph V. Whitworth

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) NA

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 3,000,200

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 3,000,200

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,000,200

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 4.33%

	14.	Type of Reporting Person (See Instructions) IN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only) David H. Batchelder

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) NA

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 3,000,200

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 3,000,200

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,000,200

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 4.33%

	14.	Type of Reporting Person (See Instructions) IN

Item 1.

Security and Issuer

This Schedule 13D/A constitutes the second amendment to the Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on April 8, 2009 (the “Statement”) and amended by Amendment No. 1 filed by the Reporting Persons with the SEC on May 14, 2009 (the “Amendments”) with respect to the common stock, $0.01 par value (the “Shares”), of Harman International Industries, Incorporated, a Delaware corporation (the “Issuer” or the “Company”). Except as specifically amended by this Schedule 13D/A, the Statement remains in full force and effect.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Statement is hereby amended and restated as follows:

RILLC and the Relational LPs hold an aggregate of 3,000,200 Shares for total consideration (including brokerage commissions) of $38.7 million derived from the working capital of RILLC and the Relational LPs.

Item 5.

Interest in Securities of the Issuer

(a) As of the date of this Statement, the Reporting Persons beneficially own in the aggregate 3,000,200 Shares, constituting approximately 4.33% of the outstanding Shares. The percentage of Shares owned is based upon 69,329,778 Shares reported to be outstanding on June 23, 2009, as set forth in the Issuer’s Form 8-K filed with the SEC on June 23, 2009. The Reporting Persons may be deemed to have direct beneficial ownership of the Shares as follows:

NAME	NUMBER OF SHARES	% OF OUTSTANDING SHARES	VOTING AND DISPOSITIVE POWER
MC I	1,500,000	2.16%	Sole
MC II	1,500,000	2.16%	Sole
RILLC	200	0.00%	Sole

RILLC, as the sole general partner, of each of Relational LPs may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) the 3,000,000 Shares beneficially owned by the Relational LPs because the limited partnership agreements of the Relational LPs specify that RILLC has sole investment discretion and voting authority with respect to those Shares.

Each of Messrs. Whitworth and Batchelder, as Principals of RILLC, may be deemed to share indirect beneficial ownership of the Shares which RILLC may beneficially own. Each of Messrs. Whitworth and Batchelder disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein.

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 is the beneficial owner of any Shares.

(b) See item (a) above.
(c) Information concerning transactions in the Shares by the Reporting Persons during the past 60 days and not previously reported is set forth in Exhibit A filed with this Statement.
(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Statement, except that dividends from, and proceeds from the sale of, the Shares held by accounts managed by RILLC may be delivered to such accounts.
(e) The Reporting Persons ceased to be the beneficial owner of more than 5 percent of the Shares on June 23, 2009.

Item 7.	Material to be Filed as Exhibits
	The following Exhibits are filed herewith: Exhibit A – Information concerning transactions in the Shares affected by the Reporting Persons in the last 60 days and not previously reported.

Signature

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: June 25, 2009

RELATIONAL INVESTORS MID-CAP FUND I, L.P.
RELATIONAL INVESTORS MID-CAP FUND II, L.P.

By:	RELATIONAL INVESTORS, LLC
	as general partner to each,

	By:	/s/ Ralph V. Whitworth
		Ralph V. Whitworth, Principal

RELATIONAL INVESTORS, LLC

	By:	/s/ Ralph V. Whitworth
		Ralph V. Whitworth, Principal


/s/ Ralph V. Whitworth
Ralph V. Whitworth


/s/ David H. Batchelder
David H. Batchelder

EXHIBIT INDEX

Exhibit		Description

A.		Information concerning transactions in the Shares affected by Reporting Persons in the last 60 days and not previously reported.

EX-99.A 2 a09-17011_1ex99da.htm EX-99.A

Exhibit 99.A

Exhibit A

Transactions by Reporting Persons Since Last Filing

Beneficial Ownership

Purchase or
Sale

Quantity

Transaction
Date

Price per Share
(including
commission)

How
Effected

Relational Investors Mid-Cap Fund I, L.P.

Sale

75,000

5/19/2009

17.52

Open Market

Relational Investors Mid-Cap Fund I, L.P.

Sale

100,000

5/20/2009

18.05

Open Market

Relational Investors Mid-Cap Fund I, L.P.

Sale

50,000

5/21/2009

16.88

Open Market

Relational Investors Mid-Cap Fund I, L.P.

Sale

25,000

5/22/2009

17.02

Open Market

Relational Investors Mid-Cap Fund II, L.P.

Sale

75,000

5/19/2009

17.52

Open Market

Relational Investors Mid-Cap Fund II, L.P.

Sale

100,000

5/20/2009

18.05

Open Market

Relational Investors Mid-Cap Fund II, L.P.

Sale

50,000

5/21/2009

16.88

Open Market

Relational Investors Mid-Cap Fund II, L.P.

Sale

25,000

5/22/2009

17.02

Open Market

Relational Investors LLC

Purchase

200

6/11/2009

22.52

Open Market

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