-----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, GXaSbuosbgT5LSYUOnaMUSf2ioF0I0MqlwZIViVCLAZjm3c3jIiAoQebwa0ybUpz HmhxsR9lOFCNiE1eXc1hPg== 0000800459-95-000012.txt : 19951119 0000800459-95-000012.hdr.sgml : 19951119 ACCESSION NUMBER: 0000800459-95-000012 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951113 SROS: NYSE FILER: 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09764 FILM NUMBER: 95590758 BUSINESS ADDRESS: STREET 1: 1101 PENNSYLVANIA AVENUE N W STREET 2: STE 1010 CITY: WASHINGTON STATE: DC ZIP: 20004 BUSINESS PHONE: 2023931101 MAIL ADDRESS: STREET 1: 1101 PENNSYLVANIA AVENUE NW STREET 2: SUITE 1010 CITY: WASHINGTON STATE: DC ZIP: 20004 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended: SEPTEMBER 30, 1995 Commission File Number: 1-9764 HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED - ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 11-2534306 - ---------------------------------- -------------------------------------- (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 1101 PENNSYLVANIA AVENUE, NW WASHINGTON, D.C. 20004 - ------------------------------------------------------------------------------ (Address of principal executive offices) (Zip code) (202) 393-1101 - ------------------------------------------------------------ (Registrant's telephone number, including area code) NOT APPLICABLE - ------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ------- ------- Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. 16,252,015 shares of Common Stock, $.01 par value, at October 31, 1995. HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES INDEX PART I. FINANCIAL INFORMATION PAGE NO. Item 1. Financial Statements Condensed Consolidated Balance Sheets - September 30, 1995 and June 30, 1995 3 Condensed Consolidated Statements of Operations - Three months ended September 30, 1995 and 1994 4 Condensed Consolidated Statements of Cash Flows - Three months ended September 30, 1995 and 1994 5 Notes to Condensed Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of the Results of Operations and Financial Condition 7-9 PART II. OTHER INFORMATION 10 SIGNATURES 11 EXHIBIT 10.55 12 2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, 1995 AND JUNE 30, 1995 (000s omitted except per share amounts) (Unaudited) (Audited) 09/30/95 06/30/95 ASSETS --------------- --------------- Current Assets: Cash and short-term investments $ 8,803 $ 11,252 Receivables (less allowance for doubtful accounts: $12,478 at September 30, 1995, and $12,313 at June 30, 1995) 283,879 264,898 Inventories Finished goods and inventory purchased for resale 157,911 146,132 Work in process 31,483 28,412 Raw materials and supplies 71,553 61,988 --------------- --------------- Total inventories 260,947 236,532 Other current assets 52,484 39,973 --------------- --------------- Total current assets 606,113 552,655 Property, plant and equipment, net 187,557 189,823 Other assets 17,912 21,890 Excess of cost over fair value of assets acquired, net 124,809 122,504 --------------- --------------- Total assets $ 936,391 $ 886,872 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Notes payable $ 28,926 $ 27,208 Current portion of long-term debt 17,020 13,006 Accounts payable 94,804 90,755 Accrued liabilities 150,303 164,122 --------------- --------------- Total current liabilities 291,053 295,091 Other non-current liabilities 30,445 31,199 Borrowings under Revolving Credit Facility 163,464 106,244 Senior long-term debt 41,157 50,277 Subordinated long-term debt 109,800 109,500 Deferred income 755 1,082 Minority interest 4,004 3,989 Shareholders' Equity: Common stock, $0.01 par value 159 152 Additional paid-in capital 185,124 156,257 Equity adjustment from foreign currency translation 7,032 6,157 Retained earnings 103,398 126,924 --------------- --------------- Net shareholders' equity 295,713 289,490 Total liabilities and shareholders' equity $ 936,391 $ 886,872 ========= =========
See accompanying Notes to Condensed Consolidated Financial Statements. 3 HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994 (000s omitted except per share amounts) (UNAUDITED) Three Months Ended September 30, 1995 1994 --------------- --------------- Net sales $ 300,474 $ 228,607 Cost of sales 210,988 152,741 --------------- --------------- Gross profit 89,486 75,866 Selling, general and administrative expenses 73,213 61,707 --------------- --------------- Operating income 16,273 14,159 Other expenses: Interest expense 6,937 5,736 Miscellaneous, net 275 1,318 --------------- --------------- Income before income taxes, minority interest and extraordinary items 9,061 7,105 Income tax expense 3,123 2,830 Minority interest 34 77 --------------- --------------- Income before extraordinary items 5,904 4,198 Extraordinary items, net of income taxes -- (48) --------------- --------------- Net income $ 5,904 $ 4,150 ========= ========= Earnings per share of common stock before extraordinary items $ 0.36 $ 0.26 ========= ========= Earnings per common share $ 0.36 $ 0.26 ========= ========= Weighted average number of common shares outstanding 16,235 15,829 ========= =========
See accompanying Notes to Condensed Consolidated Financial Statements. 4 HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994 ($000s omitted) (UNAUDITED) 1995 1994 --------------- --------------- Cash flows from operating activities: Net income $ 5,904 $ 4,150 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation 12,393 9,029 Amortization of intangible assets 1,335 584 Amortization of deferred income (323) (324) Changes in assets and liabilities, net of effects from purchase of companies: (Increase) decrease in: Receivables (16,979) 8,480 Inventories (20,294) (8,685) Other current assets (7,642) (6,356) Increase (decrease) in: Accounts payable 2,785 (11,404) Accrued liabilities (14,517) (9,420) --------------- --------------- Total adjustments (43,242) (18,096) --------------- --------------- Net cash provided by (used in) operating activities $ (37,338) $ (13,946) --------------- --------------- Cash flow from investing activities: Payment for purchase of companies, net of cash acquired $ (9,133) $ (3,676) Capital expenditures for property, plant and equipment (13,424) (9,552) Other items, net 2,995 (1,838) --------------- --------------- Net cash used in investing activities $ (19,562) $ (15,066) --------------- --------------- Cash flow from financing activities: Net borrowings under lines of credit $ 1,718 $ 40,847 Net proceeds from (repayments of) long-term debt 52,414 (4,007) Dividends paid to stockholders (875) (603) Proceeds from exercise of stock options 319 213 Net change, foreign currency translation 875 1,101 --------------- --------------- Net cash provided by financing activities $ 54,451 $ 37,551 --------------- --------------- Net increase (decrease) in cash and short-term investments (2,449) 8,539 Cash and short-term investments at beginning of period 11,252 9,724 --------------- --------------- Cash and short-term investments at end of period $ 8,803 $ 18,263 ========= ========= Supplemental disclosures of cash flow information: Interest paid $ 7,221 $ 6,785 Income taxes paid $ 5,901 $ 8,143 Supplemental schedule of non-cash investing activities: Fair value of assets acquired $ 11,788 -- Cash paid for the capital stock 9,826 -- --------------- --------------- Liabilities assumed $ 1,962 -- --------------- --------------- See accompanying notes to Condensed Consolidated Financial Statements.
5 HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements NOTE A - BASIS OF PRESENTATION The Company's Condensed Consolidated Financial Statements for the three months ended September 30, 1995 and 1994 have not been audited by the Company's independent auditors; however, in the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the consolidated financial position of the Company and subsidiaries as of September 30, 1995 and the results of their operations and their cash flows for the periods presented. The results of operations for the three months ended September 30, 1995 are not necessarily indicative of the results to be expected for the full year. NOTE B - ACQUISITIONS On August 30, 1995, Harman International Industries, Incorporated, exercised its option to purchase the remaining 80% of the issued and outstanding shares of Madrigal Audio Laboratories, Inc. ("Madrigal"), increasing its ownership to 100%. Harman paid approximately $9.8 million for the remaining shares and related acquisition costs. Harman funded its acquisition of Madrigal utilizing its revolving credit facility. The results of operations for the first quarter ended September 30, 1995, include the results of Madrigal for July 1, 1995 through September 30, 1995, as the acquisition was made effective July 1, 1995. NOTE C - STOCK DIVIDEND In August 1995, the Company declared a special 5 percent stock dividend to stockholders of record on August 11, 1995, payable on August 25, 1995. Outstanding shares and earnings per share have been retroactively restated to give effect to the stock dividend. In accordance with ARB 43, the stock dividend was accounted for by transferring from retained earnings to the common stock and additional paid-in capital accounts an amount equal to the fair value of the additional shares issued. 6 HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS - ------------------------------------ COMPARISON OF THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 1995 AND 1994 Net sales for the quarter ended September 30, 1995, totaled $300.5 million, a 31 percent increase over the comparable period in the prior year. Excluding Becker, which was not represented in the first quarter of last year, sales increased 14 percent. The Professional, Consumer and Automotive OEM Groups all reported higher sales. The Professional Group contributed solid sales growth. JBL Professional reported higher sales, driven in large part by the success of the EON product line. Lexicon's sales increased on the strength of a number of well-received new digital products, including the PCM80 and NuVerb digital processors and the 500T touch screen remote control. AKG and DOD also produced excellent sales increases. The Consumer Group reported higher sales despite difficult market conditions in China, which adversely affected JBL loudspeaker sales. Harman Kardon had an excellent quarter due to strong demand for both the Citation line of home theater components and its expanded line of audio/video receivers. Infinity delivered higher sales for the quarter, led by the acclaimed new Compositions home theater loudspeaker system. First quarter sales of consumer electronics and loudspeakers in Europe were especially robust. The Automotive Group produced excellent results for the quarter. Sales growth was partially attributable to Becker, which was not represented in the first quarter last year. Shipments of high fidelity systems for the Chrysler Minivan, Ford Explorer and the Jeep Grand Cherokee were vigorous. The success of the new Toyota Avalon, which features a high- end audio system supplied by the Automotive OEM Group, also contributed to the results. The gross profit margin for the quarter ended September 30, 1995, was 29.8 percent ($89.5 million) compared to 33.2 percent ($75.9 million) in the prior year. The decrease in the gross margin percentage primarily reflects the inclusion of Becker. 7 Selling, general and administrative expenses as a percentage of net sales decreased to 24.4 percent for the quarter ended September 30, 1995, from 27.0 percent in the comparable period in the prior year. The decrease reflects lower spending as a percentage of sales for advertising, marketing, promotion and general and administrative expenses. Operating income as a percentage of sales was 5.4 percent ($16.3 million) for the first quarter ended September 30, 1995, compared with 6.2 percent ($14.2 million) for the same period in the prior year. The decrease reflects the inclusion of Becker, at essentially a break-even. Interest expense for the three months ended September 30, 1995, increased to $6.9 million from $5.7 million reported in the comparable period in the prior year due to higher average borrowings. Average borrowings outstanding were $323.8 million for the quarter, up from $244.3 million for the same period a year ago. The increase in average borrowings results from the Becker and Madrigal acquisitions and the financing of increased working capital requirements associated with higher sales volumes. The impact of the increase in average borrowings on interest expense was partially offset by a substantial reduction in the average interest rate on borrowings. The average interest rate on borrowings was 8.6 percent for the first quarter ended September 30, 1995, down from 9.4 percent for the quarter ended September 30, 1994. The decrease in average interest rates for the quarter results from the refinancing of unsecured lines of credit with a committed revolving credit facility agreement which was completed September 30, 1994. Additionally, the repayment and retirement of long-term debt, which generally carried higher interest rates than short-term debt, contributed to the decrease in the average interest rate on borrowings. Interest expense as a percentage of sales was 2.3 percent for the first quarter ended September 30, 1995, down from 2.5 percent for the comparable period in the previous year. Income before income taxes, minority interest and extraordinary items for the first quarter of fiscal 1996 was $9.1 million, up from $7.1 million in the previous year. The effective tax rate for the first quarter of fiscal 1996 was 34.5 percent compared with 39.8 percent in the same period a year ago. The decrease in the effective tax rate for the quarter results from the restructuring of certain foreign subsidiaries to take advantage of prior year tax losses. The Company calculates its taxes based upon its best estimate of annual results. 8 Net income for the three months ended September 30, 1995, was $5.9 million, or $0.36 per share, compared with $4.2 million, or $0.26 per share, in the previous year. Prior year earnings per share data has been restated to give effect to the special 5 percent stock dividend declared and paid in August 1995. FINANCIAL CONDITION - --------------------------------- Net working capital at September 30, 1995, was $315.0 million, compared with $257.6 million at June 30, 1995. The increase results from the Becker and Madrigal acquisitions, higher inventories on-hand in anticipation of the Christmas selling season, higher receivables associated with strong sales volume late in the quarter and higher prepaid balances associated with upcoming trade shows and advertising campaigns. Borrowings under the revolving credit facility at September 30, 1995, were $173.3 million, composed of swing line borrowings, which are included in notes payable, of $9.8 million and competitive advance borrowings and revolving credit borrowings of $163.5 million. Other changes in the Company's balance sheet from June 30, 1995, the end of the preceding fiscal year, are as follows: - Accrued liabilities decreased $13.8 million, from $164.1 million to $150.3 million, primarily due to federal income tax payments and foreign currency translation effects. - Other assets decreased $4.0 million, from $21.9 million to $17.9 million, resulting from the elimination of the September 1993 $2.5 million investment in Madrigal, which is now a consolidated subsidiary. 9 HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES PART II - OTHER INFORMATION Item 1. Legal Proceedings There are various legal proceedings pending against the registrant and its subsidiaries, but, in the opinion of management, liabilities, if any, arising from such claims will not have a materially adverse effect upon the consolidated financial condition of the registrant. Item 2. Changes in Securities None. Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders None. Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits required by Item 601 of Regulation S-K Exhibit No. Description ------------ ------------------------------------------------- 10.55 Second amendment, dated as of November 10, 1995, to the multi-currency, multi-option credit agreement dated September 30, 1994. (b) Reports on Form 8-K None. 10 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED (Registrant) DATE: November 10, 1995 BY: /s/ Sidney Harman ------------------------------- Sidney Harman Chairman and Chief Executive Officer DATE: November 10, 1995 BY: /s/ F. Gordon Bitter ------------------------------- F. Gordon Bitter Chief Financial Officer 11 EX-10 2 EXHIBIT 10.55 12 SECOND AMENDMENT SECOND AMENDMENT, dated as of November 10, 1995 (this "Amendment"), to the MULTI-CURRENCY, MULTI-OPTION CREDIT AGREEMENT, dated as of September 30, 1994 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"; terms defined therein being used herein as therein defined), among HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED, the Subsidiary Borrowers and Subsidiary Guarantors parties thereto, the Lenders parties thereto, NATIONSBANK OF NORTH CAROLINA, N.A., as Co-Agent, CHEMICAL SECURITIES INC., as Arranger and CHEMICAL BANK, as Administrative Agent. W I T N E S S E T H: WHEREAS, the parties to this Amendment wish to amend the Credit Agreement in the manner hereinafter set forth; and WHEREAS, this Amendment is entered into in accordance with the provisions of subsection 14.1 of the Credit Agreement; NOW, THEREFORE, in consideration of the premises, the parties hereto hereby agree as follows: 1. Amendment of Subsection 1.1 of the Credit Agreement. The definition of "Termination Date" set forth in subsection 1.1 of the Credit Agreement is hereby amended by deleting the date "September 30, 1999 and inserting in its place "September 30, 2000". 2. Amendment of Schedule II to the Credit Agreement. (a) Addition of New Subsidiary Borrowers. (i) Each of BECKER OF NORTH AMERICA, INC., MADRIGAL AUDIO LABORATORIES, INC., each a subsidiary of the Company, BECKER HOLDING GMBH, SPIRIT BY SOUNDCRAFT, INC., each a subsidiary of Harman Investment Company, Inc., itself a wholly owned subsidiary of the Company, and BECKER GMBH, a Subsidiary of Becker Holding GmbH (collectively, the "New Subsidiary Borrowers") by its signature below, hereby acknowledges that it has received and reviewed a copy (in execution form) of the Credit Agreement, and agrees, from and after the effective date of this Amendment (the "Effective Date"), to (i) join the Credit Agreement as a Subsidiary Borrower, (ii) be bound by all covenants, agreements and acknowledgments attributable to a Subsidiary Borrower in the Credit Agreement and (iii) perform all obligations required of it by the Credit Agreement. (ii) Each New Subsidiary Borrower hereby represents and warrants that the representations and warranties with respect to it contained in, or made or deemed made by it in, Section 7 of the Credit Agreement are true and correct on the date hereof and on the Effective Date. 13 2 (iii) The address and jurisdiction of incorporation of each New Subsidiary Borrower are set forth in Annex I to this Amendment. (iv) Each of the parties hereto agrees that (X) this Amendment shall be deemed to be a Joinder Agreement, in form and substance satisfactory for all purposes of the Credit Agreement, and (Y) the Administrative Agent shall be entitled to, concurrently with the effectiveness of this Amendment, amend and replace Schedule II to the Credit Agreement to reflect the addition of the New Subsidiary Borrowers. (b) Removal of Restricted Subsidiaries. Schedule II to the Credit Agreement is further amended by deleting references to "STUDER S.E. ASIA PTE., LTD.," as a Subsidiary Borrower, and "QUESTED MONITORING SYSTEMS LIMITED," as a Restricted Subsidiary. Each of the parties hereto agrees that from and after the Effective Date, Studer S.E. Asia Pte., Ltd. and Quested Monitoring Systems Limited shall no longer be bound by the covenants, agreements or acknowledgments pertaining to a Subsidiary Borrower or a Restricted Subsidiary in the Credit Agreement. 3. Amendment of Subsection 3.2(b) of the Credit Agreement. Subsection 3.2(b) of the Credit Agreement is hereby amended by deleting it in its entirety and inserting in its place the following: "Each Lender that makes a Competitive Advance Loan shall deliver a Notice of Competitive Advance Loan to the Administrative Agent on the Thursday (or, if such Thursday is not a Business Day, on the next Business Day following such Thursday) immediately following the making of such Competitive Advance Loan." 4. Amendment of Subsection 4.1 of the Credit Agreement. (a) Subsection 4.1 of the Credit Agreement is amended by inserting the following additional proviso at the end of the first sentence of such subsection: "and provided further, that notwithstanding the foregoing restrictions, Swing Line Loans to any Borrower incorporated under the laws of France, Germany or the United Kingdom may exceed the amounts specified by the foregoing clause (ii) so long as the aggregate Dollar Equivalent Amount of the outstanding principal amount of all Swing Line Loans of all Borrowers incorporated in such country does not exceed $2,000,000 multiplied by the number of Swing Line Borrowers in such country." 14 3 5. Amendment of Schedule I to the Credit Agreement. Schedule I to the Credit Agreement is hereby amended by replacing it in its entirety with the text set forth in Annex II hereto as the new Schedule I. 6. Amendment of Schedule IV to the Credit Agreement. (a) Revision of the notice delivery location. Schedule IV to the Credit Agreement is hereby amended by replacing the wording in both II.A. and III.A. after "Deliver to:" in its entirety and inserting in both places the following: "Chemical Bank 270 Park Avenue New York, New York 10017 Attention: Gloria Javier Telephone No: 212-622-0648 Fax No: 212-622-0002" (b) Revision of the notice delivery time for Competitive Advance Loan. Schedule IV is further amended by replacing the wording in II.B. after "Delivery time:" in its entirety and inserting the following: "By close of business in New York on the Thursday (or, if such Thursday is not a Business Day, on the next Business Day following such Thursday) immediately following the day the Competitive Advance Loan is made." 7. Representations and Warranties. The Company hereby represents and warrants that, after giving effect to the amendments effected hereby, the representations and warranties contained in Section 7 of the Credit Agreement are true and correct on the date hereof. 8. Conditions to Effectiveness. (a) This Amendment shall become effective upon the receipt by the Administrative Agent (which effectiveness shall be confirmed to the other parties hereto by the Administrative Agent's delivery to such parties of notice of such effectiveness) of (i) counterparts of this Amendment, duly executed and delivered by the Company and all of the Lenders, (ii) the amendment fee referred to in Section 9 of this Amendment and (iii) a written legal opinion of Jones, Day, Reavis & Pogue, addressed to the Administrative Agent and the Lenders, to the effect that (x) this Amendment has been duly authorized, executed and delivered by the Company and (y) this Amendment, and the Credit Agreement as amended hereby, constitute the valid, binding and enforceable obligations of the Company and the Domestic Subsidiaries parties thereto (which opinion may contain exceptions and assumptions similar to those contained in the opinion of such firm delivered on the Closing Date). 15 4 (b) In addition to the foregoing conditions to effectiveness, this Amendment shall become effective with respect to the addition of each New Subsidiary Borrower upon the receipt by the Administrative Agent (which effectiveness shall be confirmed to the other parties hereto by the Administrative Agent's delivery to such parties of a fully executed copy of this Amendment) of the following: (i) counterparts of this Amendment, duly executed by the New Subsidiary Borrower; and (ii) copies of corporate resolutions, other corporate documents and legal opinions in respect of such New Subsidiary Borrower, which resolutions, documents and opinions are substantially equivalent to comparable materials delivered on the Closing Date in respect of the other Subsidiary Borrowers. 9. Amendment Fee. The Company agrees to pay to the Administrative Agent, for the account of each Lender, on the Effective Date, a one-time fee of .075% of the amount by which such Lender's Commitment is increased pursuant to this Amendment. 10. Miscellaneous. Except as expressly amended herein, the Credit Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms. This Amendment may be executed by the parties hereto in any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. The Company agrees to pay or reimburse the Administrative Agent for all its out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of this Amendment including, without limitation, the fees and disbursements of counsel to the Agent. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 16 5 IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be duly executed and delivered by its proper and duly authorized officer(s) as of the day and year first above written. HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED By: /s/ Bernard A. Girod -------------------------- Name: Bernard A. Girod Title: President and Chief Operating Officer BECKER HOLDING GMBH By: /s/ W.S. Palin --------------------------- Name: W.S. Palin Title: Vice President BECKER GMBH By: /s/ W.S. Palin --------------------------- Name: W.S. Palin Title: Vice President BECKER OF NORTH AMERICA, INC. By: /s/ Bernard A. Girod -------------------------- Name: Bernard A. Girod Title: President and Chief Operating Officer MADRIGAL AUDIO LABORATORIES, INC. By: /s/ Bernard A. Girod -------------------------- Name: Bernard A. Girod Title: President and Chief Operating Officer SPIRIT BY SOUNDCRAFT, INC. By: /s/ Bernard A. Girod -------------------------- Name: Bernard A. Girod Title: President and Chief Operating Officer 17 6 ACKNOWLEDGED AND AGREED TO: CHEMICAL BANK, as Administrative Agent and Lender By: /s/ Andrew Ackerman ---------------------------- Title: Senior Vice President BANK OF MONTREAL By: /s/ Thomas Peer ----------------------- Title: Director THE BANK OF NOVA SCOTIA By: /s/ J.R. Trimble --------------------------- Title: Senior Relationship Manager CITIBANK, N.A. By: /s/ Marjorie Futornick ----------------------------- Title: Vice President COMMERZBANK AG, LOS ANGELES BRANCH By: /s/ Christian Jagenberg ------------------------------ Title: Senior Vice President and Manager By: /s/ Karla Wirth --------------------------- Title: Assistant Treasurer GIROCREDIT BANK By: /s/ Richard Stone ------------------------ Title: Vice President MIDLAND BANK PLC, NEW YORK BRANCH By: /s/ Jeffrey S. Dykes ------------------------------ Title: Vice President 18 7 THE MITSUBISHI BANK, LTD. By: /s/ Frank H. Madden ------------------------------- Title: Joint General Manager NATIONSBANK OF NORTH CAROLINA, N.A. By: /s/ Sara Parsons --------------------------- Title: Vice President PNC BANK, NATIONAL ASSOCIATION By: /s/ Thomas P. Dunn ------------------------------ Title: Vice President SOCIETE GENERALE By: /s/ Gordon Saint-Denis -------------------------------- Title: Vice President 19 ANNEX I INFORMATION FOR NEW SUBSIDIARY BORROWERS Name and Address Jurisdiction of Incorporation Becker Holding GmbH Germany Im Stockmadle 1 76307 Karlsbad Germany Becker GmbH Germany Im Stockmadle 1 76307 Karlsbad Germany Becker of North America, Inc. New Jersey 16 Park Way Upper Saddle River, NJ 07458 Madrigal Audio Laboratories, Inc. Connecticut 2081 South Main Street Middletown, CT 06457 Spirit by Soundcraft, Inc. Delaware 8500 Balboa Boulevard Northridge, CA 91329 20 ANNEX II LENDERS AND COMMITMENTS Commitment Lenders Commitments Percentage Chemical Bank $ 60,000,000 21.818181818182 140 East 45th Street New York, NY 10017 NationsBank, N.A. $ 50,000,000 18.181818181818 6610 Rockledge Drive 1st Floor, MD2-600-01-05 Bethesda, MD 20817-1876 Commerzbank $ 27,500,000 10.000000000000 660 S. Figueroa Street #1450 Los Angeles, CA 90017 PNC Bank, N.A. $ 25,000,000 9.090909090909 100 S. Broad Street 7th Floor Philadelphia, PA 19110 Midland Bank, PLC $ 25,000,000 9.090909090909 140 Broadway New York, NY 10005 Mitsubishi Bank, Ltd. $ 18,750,000 6.818181818182 225 Liberty Street Two World Financial Center New York, NY 10281 Societe Generale $ 18,750,000 6.818181818182 1221 Avenue of the Americas New York, NY 10020 Citibank, N.A. $ 12,500,000 4.545454545455 399 Park Avenue New York, NY 10043 GiroCredit $ 12,500,000 4.545454545455 65 East 55th Street New York, NY 10022 Bank of Nova Scotia $ 12,500,000 4.545454545455 One Liberty Plaza 26th Floor New York, NY 10006 Bank of Montreal $ 12,500,000 4.545454545455 430 Park Avenue 16th Floor New York, NY 10022 Total $275,000,000 100.000000000000
21 EX-27 3 ART 5 FDS FOR 1ST QUARTER 10-Q
5 1000 JUN-30-1995 SEP-30-1995 3-MOS 5763 3040 296357 12478 260947 606113 355479 167922 936391 291053 314421 159 0 0 295554 936391 300474 300474 171740 210988 0 551 6937 9061 3123 5904 0 0 0 5904 0.36 0.36
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