-----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, SWNGKeuXE6XIZmNYyXsu2txgn5DvKYG6vk5erFZYZx5T6j0RoS7motTfNiUYhbDk SHF36Lpfdj+Gv5x0NVBBCQ== 0000801898-98-000031.txt : 19980701 0000801898-98-000031.hdr.sgml : 19980701 ACCESSION NUMBER: 0000801898-98-000031 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980131 ITEM INFORMATION: FILED AS OF DATE: 19980630 SROS: NYSE FILER: 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: 8-K/A SEC ACT: SEC FILE NUMBER: 001-09299 FILM NUMBER: 98658425 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 8-K/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment Number One and Restatement of: CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 30, 1998 - ------------------------------------------------- Date of Report (Date of earliest event reported) Harnischfeger Industries, Inc. - ------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-9299 39-1566457 - -------------------------------------------------- (State or other (Commission IRS Employer jurisdiction of File Number) Identification No. incorporation) 3600 South Lake Drive, St. Francis, Wisconsin - ------------------------------------------------- (Address of principal executive offices) 53235-3716 - ---------- Zip Code (414) 486-6400 - ------------------------------------------------ (Registrant's telephone number, including area code) - -------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events On March 30, 1998, Harnischfeger Industries, Inc. (the "Company") completed the sale of approximately 80% of the common stock of the Company's P&H Material Handling ("Material Handling")business, a leading supplier of through-the-air cranes, hoists and dock-side cranes for industrial and shipyard settings, to Chartwell Investments, Inc. The Company will retain approximately 11% of the outstanding voting securities and will hold one of eight Board of Directors seats of Material Handling. Included in this Amended and Restated Form 8-K/A are 1997 and first quarter 1998 Quarterly Income Statements and 1997 and first quarter 1998 selected Quarterly Segment Information, all restated to reflect Material Handling as a discontinued operation and to reflect the restatement discussed in the following paragraph. During the second quarter of fiscal 1998, the Company identified at its Beloit Corporation subsidiary additional contract costs of approximately $155,000 related to four large ongoing Indonesian projects with total contract values aggregating approximately $600,000. At the direction of the Company's Board of Directors, a special review was undertaken to assess the reasonableness of the revised cost estimates and the related financial reporting implications. Based upon the Company's internal review and the results of the special review, it was determined that $27,600 and $82,000 of the approximate $155,000 in additional contract costs more appropriately related to fiscal 1997 and the first quarter of fiscal 1998, respectively. As such, the fiscal 1997 financial statements and the first quarter of fiscal 1998 financial statements were restated to reflect these changes.
HARNISCHFEGER INDUSTRIES, INC. Summary of 1997 and 1998 Consolidated Statements of Income- Restated for P&H Material Handling as a Discontinued Operation (in thousands) 1997 --------------------------------- 6 Months 1st QTR 2nd QTR Y-T-D -------- -------- --------- Revenues Net Sales $619,429 $697,506 $1,316,935 Other Income 7,384 12,190 19,574 ------- ------- --------- 626,813 709,696 1,336,509 Cost of Sales 466,845 531,982 998,827 Product Development, Selling and Administrative Expenses 99,664 96,796 196,460 ------- ------- --------- Operating Income (Loss) 60,304 80,918 141,222 Interest Expense-Net (16,276) (17,736) (34,012) ------- ------- --------- Income (Loss) from Continuing Operations before (Provision) Benefit for Income Taxes and Minority Interest 44,028 63,182 107,210 (Provision) Benefit for Income Taxes (15,409) (22,093) (37,502) Minority Interest (2,287) (2,961) (5,248) ------- ------- --------- Income (Loss) from Continuing Operations 26,332 38,128 64,460 Income from Discontinued Operation, net of applicable income taxes 4,526 6,843 11,369 Extraordinary Loss on Retirement of Debt, net of applicable income taxes - - - ------- ------- --------- Net Income (Loss) $ 30,858 $ 44,971 $ 75,829 ======= ======= ========= EPS-Basic Income (Loss) from continuing operations $0.55 $0.80 $1.35 Income from discontinued operation 0.10 0.14 0.24 Extraordinary loss on retirement of debt - - - ---- ---- ---- Net Income (Loss) Per Common Share $0.65 $0.94 $1.59 ==== ==== ==== Shares Outstanding- Basic 47,720 47,937 47,828 ====== ====== ====== EPS-Diluted Income (Loss) from continuing operations $0.55 $0.79 $1.34 Income from discontinued operation 0.09 0.14 0.23 Extraordinary loss on retirement of debt - - - ---- ---- ---- Net Income (Loss) Per Common Share $0.64 $0.93 $1.57 ==== ==== ==== Shares Outstanding- Diluted 48,258 48,407 48,333 ====== ====== ======
HARNISCHFEGER INDUSTRIES, INC. Summary of 1997 and 1998 Consolidated Statements of Income- Restated for P&H Material Handling as a Discontinued Operation (in thousands) 1997 -------------------------------- 9 Months 3rd QTR Y-T-D 4th QTR -------- -------- --------- Revenues Net Sales $704,212 $2,021,147 $714,041 Other Income 5,417 24,991 2,190 ------- --------- ------- 709,629 2,046,138 716,231 Cost of Sales 540,222 1,539,049 568,898 Product Development, Selling and Administrative Expenses 102,821 299,281 101,868 ------- --------- ------- Operating Income (Loss) 66,586 207,808 45,465 Interest Expense-Net (18,444) (52,456) (19,689) -------- --------- ------- Income (Loss) from Continuing Operations before (Provision) Benefit for Income Taxes and Minority Interest 48,142 155,352 25,776 (Provision) Benefit for Income Taxes (15,315) (52,817) (8,738) Minority Interest (2,755) (8,003) 1,647 -------- --------- ------- Income (Loss) from Continuing Operations 30,072 94,532 18,685 Income from Discontinued Operation, net of applicable income taxes 5,818 17,187 7,876 Extraordinary Loss on Retirement of Debt, net of applicable income taxes - - (12,999) ------- -------- ------- Net Income (Loss) $ 35,890 $ 111,719 $ 13,562 ======= ======== ======= EPS-Basic Income (Loss) from continuing operations $0.63 $1.98 $0.38 Income from discontinued operation 0.12 0.36 0.17 Extraordinary loss on retirement of debt - - (0.27) ---- ---- ----- Net Income (Loss) Per Common Share $0.75 $2.34 $0.28 ==== ==== ===== Shares Outstanding- Basic 47,972 47,876 47,679 ====== ====== ====== EPS-Diluted Income (Loss) from continuing operations $0.62 $1.96 $0.38 Income from discontinued operation 0.12 0.35 0.17 Extraordinary loss on retirement of debt - - (0.27) ---- ---- ----- Net Income (Loss) Per Common Share $0.74 $2.31 $0.28 ==== ==== ===== Shares Outstanding- Diluted 48,377 48,347 48,003 ====== ====== ======
HARNISCHFEGER INDUSTRIES, INC. Summary of 1997 and 1998 Consolidated Statements of Income- Restated for P&H Material Handling as a Discontinued Operation (in thousands) 1997 1998 ----------- ---------- 12 Months Y-T-D 1st QTR --------- --------- Revenues Net Sales $2,735,188 $557,844 Other Income 27,181 10,010 --------- ------- 2,762,369 567,854 Cost of Sales 2,107,947 504,600 Product Development, Selling and Administrative Expenses 401,149 97,837 --------- -------- Operating Income (Loss) 253,273 (34,583) Interest Expense-Net (72,145) (18,295) --------- -------- Income (Loss) from Continuing Operations before (Provision) Benefit for Income Taxes and Minority Interest 181,128 (52,878) (Provision) Benefit for Income Taxes (61,555) 17,983 Minority Interest (6,356) 9,924 --------- -------- Income (Loss) from Continuing Operations 113,217 (24,971) Income from Discontinued Operation, net of applicable income taxes 25,063 3,404 Extraordinary Loss on Retirement of Debt, net of applicable income taxes (12,999) - --------- -------- Net Income (Loss) $ 125,281 $ (21,567) ========= ======== EPS-Basic Income (Loss) from continuing operations $2.36 $(0.53) Income from discontinued operation 0.53 0.07 Extraordinary loss on retirement of debt (0.27) - ----- ----- Net Income (Loss) Per Common Share $2.62 $(0.46) ===== ===== Shares Outstanding- Basic 47,827 46,742 ====== ====== EPS-Diluted Income (Loss) from continuing operations $2.34 $(0.53) Income from discontinued operation 0.52 0.07 Extraordinary loss on retirement of debt (0.27) - ----- ----- Net Income (Loss) Per Common Share $2.59 $(0.46) ===== ===== Shares Outstanding- Diluted 48,261 46,742 ====== ====== /TABLE
HARNISCHFEGER INDUSTRIES, INC. Summary of 1997 and 1998 Segment Information- Restated for P&H Material Handling as a Discontinued Operation (in thousands) 1997 --------------------------------- 6 Months NET SALES 1st QTR 2nd QTR Y-T-D ------- ------- -------- Mining Equipment $350,454 $365,392 $715,846 Pulp and Paper Machinery 268,975 332,114 601,089 ------- ------- --------- Total Continuing Operations $619,429 $697,506 $1,316,935 ======= ======= ========= Operating Income (Loss) 6 Months 1st QTR 2nd QTR Y-T-D ------- ------- -------- Mining Equipment $ 45,078 $ 57,057 $ 102,135 Pulp and Paper Machinery 20,874 29,461 50,335 ------- ------- --------- Total Continuing Operations 65,952 86,518 152,470 Corporate (5,648) (5,600) (11,248) ------- ------- --------- Operating Income (Loss) $ 60,304 $ 80,918 $ 141,222 ======= ======= ========= ORDERS BOOKED 6 Months 1st QTR 2nd QTR Y-T-D ------- ------- -------- Mining Equipment $378,417 $365,972 $744,389 Pulp and Paper Machinery 403,042 402,049 805,091 ------- ------- --------- Total Continuing Operations $781,459 $768,021 $1,549,480 ======= ======= =========
HARNISCHFEGER INDUSTRIES, INC. Summary of 1997 and 1998 Segment Information- Restated for P&H Material Handling as a Discontinued Operation (in thousands) 1997 -------------------------------- 9 Months NET SALES 3rd QTR Y-T-D 4th QTR ------- --------- ------- Mining Equipment $329,204 $1,045,050 $422,291 Pulp and Paper Machinery 375,008 976,097 291,750 ------- --------- ------- Total Continuing Operations $704,212 $2,021,147 $714,041 ======= ========= ======= Operating Income (Loss) 9 Months 3RD QTR Y-T-D 4TH QTR ------- -------- ------- Mining Equipment $ 44,260 $ 146,395 $ 55,408 Pulp and Paper Machinery 28,005 78,340 (1,855) ------- --------- ------- Total Continuing Operations 72,265 224,735 53,553 Corporate (5,679) (16,927) (8,088) ------- --------- ------- Operating Income (Loss) $ 66,586 $ 207,808 $ 45,465 ======= ========= ======= ORDERS BOOKED 9 Months 3RD QTR Y-T-D 4TH QTR ------- --------- -------- Mining Equipment $292,210 $1,036,599 $353,562 Pulp and Paper Machinery 292,703 1,097,794 274,291 ------- --------- ------- Total Continuing Operations $584,913 $2,134,393 $627,853 ======= ========= =======
HARNISCHFEGER INDUSTRIES, INC. Summary of 1997 and 1998 Segment Information- Restated for P&H Material Handling as a Discontinued Operation (in thousands) 1997 1998 ----------- --------- 12 Months NET SALES YTD 1st QTR --------- -------- Mining Equipment $1,467,341 $321,122 Pulp and Paper Machinery 1,267,847 236,722 --------- ------- Total Continuing Operations $2,735,188 $557,844 ========= ======= Operating Income (Loss) 12 Months YTD 1st QTR --------- -------- Mining Equipment $ 201,803 $ 38,527 Pulp and Paper Machinery 76,485 (67,493) --------- ------- Total Continuing Operations 278,288 (28,966) Corporate (25,015) (5,617) --------- ------- Operating Income (Loss) $ 253,273 $ (34,583) ========= ======= ORDERS BOOKED 12 Months YTD 1st QTR --------- -------- Mining Equipment $1,390,161 $303,340 Pulp and Paper Machinery 1,372,085 303,376 --------- ------- Total Continuing Operations $2,762,246 $606,716 ========= =======
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended and restated report to be signed on its behalf by the undersigned hereunto duly authorized. HARNISCHFEGER INDUSTRIES, INC. (Registrant) June 30, 1998 By /s/ James C. Benjamin ------------------------ James C. Benjamin Vice President, Controller And Chief Accounting Officer -----END PRIVACY-ENHANCED MESSAGE-----