-----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, ByaTM1piiOWX0UU4ymnTFlTVddRDlxINoOyj3fVSgzrEtF6P45CHIIe0pO/ospml aH+imXf94gNFpwtyDJFfKw== 0000897423-99-000148.txt : 19990624 0000897423-99-000148.hdr.sgml : 19990624 ACCESSION NUMBER: 0000897423-99-000148 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990525 GROUP MEMBERS: PORTFOLIO FF INVESTORS, L.P. GROUP MEMBERS: PORTFOLIO GENPAR, L.L.C. GROUP MEMBERS: TF INVESTORS, L.P. GROUP MEMBERS: THOMAS M. TAYLOR GROUP MEMBERS: TRINITY CAPITAL MANAGEMENT, INC. GROUP MEMBERS: TRINITY I FUND L P GROUP MEMBERS: TRINITY I FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HARNISCHFEGER INDUSTRIES INC CENTRAL INDEX KEY: 0000801898 STANDARD INDUSTRIAL CLASSIFICATION: MINING MACHINERY & EQUIP (NO OIL & GAS FIELD MACH & EQUIP) [3532] IRS NUMBER: 391566457 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-37800 FILM NUMBER: 99633962 BUSINESS ADDRESS: STREET 1: 3600 SOUTH LAKE DRIVE CITY: ST FRANCIS STATE: WI ZIP: 53235-3716 BUSINESS PHONE: 4144866400 MAIL ADDRESS: STREET 1: 3600 SOUTH LAKE DRIVE CITY: ST FRANCIS STATE: WI ZIP: 53235 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRINITY I FUND L P CENTRAL INDEX KEY: 0001002783 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 201 MAIN ST STREET 2: STE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8178789238 MAIL ADDRESS: STREET 1: 201 MAIN ST STREET 2: STE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13D/A 1 HARNISCHFEGER INDUSTRIES, INC. SCHED. 13D, AMEND. NO. 6 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. 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. 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. 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. EX-99.4 2 LTR. TO THE CHAIRMAN OF THE BOARD OF THE ISSUER, DATED MAY 25, 1999 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 -----END PRIVACY-ENHANCED MESSAGE-----