-----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, WtlrxUS0p0fDWuNhAOsNXDchYCAllg6QVEzHBR8A7zOFYhVCR5ycdIBONM/Co2E4 ralzJV95e3ZVCiDcyQM9PQ== 0000928385-96-000466.txt : 19960507 0000928385-96-000466.hdr.sgml : 19960507 ACCESSION NUMBER: 0000928385-96-000466 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960506 SROS: NONE 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: 96556746 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HARMAN SIDNEY CENTRAL INDEX KEY: 0000901091 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1101 PENNSYLVANIA AVE NW SUITE 1010 CITY: WASHINGTON STATE: DC ZIP: 20004 MAIL ADDRESS: STREET 1: 1101 PENNSYLVANIA AVE NW STREET 2: SUITE 1010 CITY: WASHINGTON STATE: DC ZIP: 20004 SC 13D/A 1 SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED (Name of Issuer) Common Stock $0.01 par value (Title of Class of Securities) 413086109 (CUSIP Number) Sidney Harman c/o Harman International Industries, Incorporated 1101 Pennsylvania Avenue, N.W.; Suite 1010 Washington, D.C. 20004 (202) 393-1101 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 6, 1996 (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(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). Page 1 of 6 Pages SCHEDULE 13D CUSIP No. 413086109 Page 2 of 6 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sidney Harman SS# ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] Not applicable - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 3,366,556 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,622,044 PERSON 10 SHARED DISPOSITIVE POWER WITH 428,934 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,369,706 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.14% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 413086109 Page 3 of 6 Pages The statement on Schedule 13D, dated November 9, 1993, filed by the Reporting Person, as amended by Amendment No. 1 thereto dated May 4, 1995, filed by Reporting Person and Amendment No. 2 thereto dated August 16, 1995, filed by Reporting Person, is hereby further amended to reflect certain changes in the information previously provided. ITEM 3 Source and Amount of Funds or Other Consideration Not applicable. The transaction reported herein is a sale of the Issuer's Common Stock. ITEM 4 Purpose of Transaction The Reporting Person, as an individual, and not representing the Issuer as its Chairman and Chief Executive Officer, and/or other family entities including, among others, the Sidney Harman 1987 Revocable Trust, propose to sell up to 2,300,000 shares of Common Stock of the Issuer. The shares are being sold pursuant to a Registration Statement on Form S-3 filed with the Commission on May 6, 1996 wherein the Issuer is seeking to register 4,600,000 shares of Common Stock, including up to 2,300,000 shares of Common Stock to be sold by the Company, in connection with an underwritten public offering. Except as stated above, the Reporting Person as an individual, and not representing the Issuer as its Chairman and Chief Executive Officer, currently has no plans or proposals which relate to or would result in any of the actions listed in subparagraphs (a) through (j) of Item 4 of Schedule 13D. SCHEDULE 13D CUSIP No. 413086109 Page 4 of 6 Pages ITEM 5 Interest in Securities of the Issuer (a) Aggregate Amount Beneficially Owned by Reporting Person: 3,369,706 Percent of Class: 20.14% (b) The aggregate amount of shares beneficially owned by Reporting Person as reported in Item 5(a) includes 124,987 shares of Common Stock held directly by Reporting Person; 460,950 shares of Common Stock subject to stock options exercisable as of April 30, 1996 or within 60 days thereof; 2,036,107 shares held in a trust with respect to which Reporting Person has sole dispositive and sole voting power; 315,578 shares held by family members with respect to which Reporting Person has sole voting power pursuant to 3-year revocable proxies and as to which he disclaims beneficial ownership; 3,150 shares held by family members with respect to which Reporting Person has no voting power or dispositive power and disclaims beneficial ownership; and 428,934 shares held in two irrevocable trusts for various family members with respect to which Reporting Person has sole voting power but shared dispositive power with his spouse, Jane Harman, whose business address is the United States House of Representatives, Washington, D.C. 20510. Ms. Harman has never been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and has never been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which Ms. Harman was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Ms. Harman is a United States citizen. (c) The following identifies all transactions in the Common Stock of Harman International Industries, Incorporated by the Reporting Person since August 25, 1995, the date of the most recent filing on Schedule 13D by Reporting Person:
Location/Nature Date of Transaction No. of Shares Price per Share of Transaction - ------------------- ------------- --------------- --------------- September 6, 1995 2,000 Not Applicable Private/Gift
SCHEDULE 13D CUSIP No. 413086109 Page 5 of 6 Pages (d) Each of the four adult children of Reporting Person who granted to Reporting Person sole voting power with respect to an aggregate 315,578 shares of Common Stock and certain other family members who hold an aggregate of 3,150 shares of Common Stock as to which Reporting Person has no voting or dispositive power have the right to receive and direct the receipt of dividends from, or the proceeds from the sale of such shares. (e) Not applicable. ITEM 6 Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Not applicable. ITEM 7 Material to be filed as Exhibits Not applicable. SCHEDULE 13D CUSIP No. 413086109 Page 6 of 6 Pages 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. May 6, 1996 /s/ Sidney Harman - ----------------- ----------------------------- Date Sidney Harman -----END PRIVACY-ENHANCED MESSAGE-----