-----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, LGVtxD7Fs46aoK4WxB3X2Y4YawAiNgU7rqQEKt32eSLEypCEeuw7kS4zKMJ08K4n gJEWVEpEXeebBvseGwjKcQ== 0000897423-99-000096.txt : 19990408 0000897423-99-000096.hdr.sgml : 19990408 ACCESSION NUMBER: 0000897423-99-000096 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990407 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: 99588450 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: 8173908400 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. 4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D** Under the Securities Exchange Act of 1934 (Amendment No. 4)* 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) April 6, 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. 1. Name of Reporting Person: Trinity I Fund, L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 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: Delaware 7. Sole Voting Power: 3,834,150 (1) (2) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 3,834,150 (1) (2) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 3,834,150 (2) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 8.0% 14. Type of Reporting Person: PN - ---------- (1) Power is exercised through its sole general partner, TF Investors, L.P. (2) Solely in its capacity as the sole member of Portfolio Genpar, L.L.C., which is the sole general partner of Portfolio FF Investors, L.P. 1. Name of Reporting Person: TF Investors, L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 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: Delaware 7. Sole Voting Power: 3,834,150 (1) (2) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 3,834,150 (1) (2) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 3,834,150 (2) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 8.0% 14. Type of Reporting Person: PN - ---------- (1) Power is exercised through its sole general partner, Trinity Capital Management, Inc. (2) Solely in its capacity as the sole general partner of Trinity I Fund, L.P., which is the sole member of Portfolio Genpar, L.L.C., which is the sole general partner of Portfolio FF Investors, L.P. 1. Name of Reporting Person: Trinity Capital Management, Inc. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 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: Delaware 7. Sole Voting Power: 3,834,150 (1) (2) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 3,834,150 (1) (2) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 3,834,150 (2) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 8.0% 14. Type of Reporting Person: CO - ---------- (1) Power is exercised through its President, Thomas M. Taylor. (2) Solely in its capacity as the sole general partner of TF Investors, L.P., which is the sole general partner of Trinity I Fund, L.P., which is the sole member of Portfolio Genpar, L.L.C., which is the sole general partner of Portfolio FF Investors, L.P. 1. Name of Reporting Person: Thomas M. Taylor 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 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: USA 7. Sole Voting Power: 3,834,150 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 3,834,150 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 3,834,150 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 8.0% 14. Type of Reporting Person: IN - ---------- (1) Solely in his capacity as President and sole stockholder of Trinity Capital Management, Inc., which is the sole general partner of TF Investors, L.P., which is the sole general partner of Trinity I Fund, L.P., which is the sole member of Portfolio Genpar, L.L.C., which is the sole general partner of Portfolio FF Investors, L.P. 1. Name of Reporting Person: Portfolio FF Investors, L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: OO-Partnership Contributions 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Delaware 7. Sole Voting Power: 3,834,150 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 3,834,150 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 3,834,150 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 8.0% 14. Type of Reporting Person: PN - ---------- (1) Power is exercised through its sole general partner, Portfolio Genpar, L.L.C. 1. Name of Reporting Person: Portfolio Genpar, L.L.C. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 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: Delaware 7. Sole Voting Power: 3,834,150 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 3,834,150 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 3,834,150 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 8.0% 14. Type of Reporting Person: CO - ---------- (1) Solely in its capacity as the sole general partner of Portfolio FF Investors, L.P. 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 (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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is hereby amended and restated in its entirety as follows: The source and amount of the funds used or to be used by the Reporting Persons to purchase shares of the Stock are as follows: REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS TIF Not Applicable Not Applicable TFI Not Applicable Not Applicable TCM Not Applicable Not Applicable TMT Not Applicable Not Applicable PFFI Other (1) $96,910,731.25 PG Not Applicable Not Applicable (1) Contributions from partners. Item 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended by adding at the end thereof the following: On April 6, 1999, the Reporting Persons delivered to the Chief Executive Officer of the Issuer the attached letter, Exhibit 99.2, which is hereby incorporated herein by this reference. Item 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended and restated in its entirety as follows: (a) TIF Because of its position as the sole member of PG, which is the sole general partner of PFFI, TIF may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 3,834,150 shares of the Stock, which constitutes approximately 8.0% of the outstanding shares of the Stock. TFI Because of its position as the sole general partner of TIF, which is the sole member of PG, which is the sole general partner of PFFI, TFI may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 3,834,150 shares of the Stock, which constitutes approximately 8.0% of the outstanding shares of the Stock. TCM Because of its position as the sole general partner of TFI, which is the sole general partner of TIF, which is the sole member of PG, which is the sole general partner of PFFI, TCM may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 3,834,150 shares of the Stock, which constitutes approximately 8.0% of the outstanding shares of the Stock. TMT Because of his position as the President and sole stockholder of TCM, which is the sole general partner of TFI, which is the sole general partner of TIF, which is the sole member of PG, which is the sole general partner of PFFI, TMT may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 3,834,150 shares of the Stock, which constitutes approximately 8.0% of the outstanding shares of the Stock. PFFI The aggregate number of shares of the Stock that PFFI owns beneficially, pursuant to Rule 13d-3 of the Act, is 3,834,150, which constitutes approximately 8.0% of the outstanding shares of the Stock. PG Because of its position as the sole general partner of PFFI, PG may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 3,834,150 shares of the Stock, which constitutes approximately 8.0% of the outstanding shares of the Stock. 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 herein is the beneficial owner of any shares of the Stock. (b) TIF As the sole member of PG, which is the sole general partner of PFFI, TIF has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 3,834,150 shares of the Stock. TFI As the sole general partner of TIF, which is the sole member of PG, which is the sole general partner of PFFI, TFI has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 3,834,150 shares of the Stock. TCM As the sole general partner of TFI, which is the sole general partner of TIF, which is the sole member of PG, which is the sole general partner of PFFI, TCM has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 3,834,150 shares of the Stock. TMT As the President and sole stockholder of TCM, which is the sole general partner of TFI, which is the sole general partner of TIF, which is the sole member of PG, which is the sole general partner of PFFI, TMT has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 3,834,150 shares of the Stock. PFFI Acting through its sole general partner, PFFI has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 3,834,150 shares of the Stock. PG As the sole general partner of PFFI, PG has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 3,834,150 shares of the Stock. (c) During the past 60 days, the Reporting Persons have had no transactions in shares of the Stock. Except as set forth in this paragraph (c), to the best of the knowledge of each of the Reporting Persons, none of the persons named in response to paragraph (a) has effected any transactions in shares of the Stock during the past 60 days. (d) Each of the Reporting Persons affirms that no person other than such Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Stock owned by such Reporting Person. (e) Not Applicable. Item 7. MATERIAL TO BE FILED AS EXHIBITS. 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, 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: April 7, 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, filed herewith. EX-99.2 2 LETTER TO THE CHIEF EXECUTIVE OFFICER OF THE ISSUER THOMAS M. TAYLOR & CO. 201 Main Street Fort Worth, Texas 76102-3131 817/390-8869 Mr. Jeffery Grade Harnischfeger Industries 3600 South Lake Dr. St. Francis, WI 53235-3716 April 6, 1999 Dear Mr. Grade: As you know, we have been shareholders of Harnischfeger for almost one year and presently own over 8% of the Company. We are not happy with the Company's performance and believe you should be actively seeking ways to reverse the situation. A recently published Business Week ranking of corporations in the S&P 500 underscores just how bad the Company's performance has been. According to that ranking, the decline in Harnischfeger's stock price in the recent past has earned the Company the distinction of the worst performer in the S&P 500 in total shareholder returns over the latest one-year and three-year periods (Business Week, March 29, 1999). Furthermore, the Company received a performance grade of "F" in all of the eight performance areas evaluated in this survey. We think that the role of the CEO and the board of directors is considerably heightened in difficult times such as Harnischfeger is experiencing, and that it is imperative in such times that all tangible strategic options be thoroughly reviewed. We are deeply concerned that you and the Harnischfeger Board may be neglecting your fiduciary duty, particularly with respect to the evaluation of a recent offer that the Company received from another company in the industry. Our investment style is to make sizeable, long-term investments in public corporations, and to carefully monitor our investments throughout their duration. In the course of our involvement with Harnischfeger, we have had extensive dialogue with management, other Harnischfeger shareholders and a number of the Company's customers, competitors and suppliers. Recently, when we approached one of the companies in a related business field, we learned that this company had made numerous advances to Harnischfeger regarding a strategic combination, and had extended a premium offer to purchase the company, subject to due diligence. We understand that the Company has not moved forward, nor has taken any action, regarding this proposal. We also understand that the Company presently is contemplating a transaction that would make a merger or acquisition very difficult or impossible to accomplish. This is very disturbing. We do not understand on what basis you and the Harnischfeger Board are evaluating the current proposal, and the potentially significant synergies it could offer. Currently, we know that no independent directors have yet met with any officials of the offeror. You and members of the Harnischfeger Board, of course, must realize the extent of your fiduciary duty in such situations; yet the lack of responsiveness to date leaves me questioning the standards to which the actions of you and the Harnischfeger Board have been subjected. We would assume that the Company or its advisors, if they have not already, intend to undertake a complete examination of the value that could be delivered to Harnischfeger shareholders through a combination of the two companies, and compare that value to the value of Harnischfeger's other alternatives. Any other approach, it would seem, fails to address the underlying issues. We would like to meet with all of the non-management members of the Harnischfeger Board over the next few days. The purpose of the meeting is to hear the Board's appraisal of the merger proposal and to understand the time frame for the Board's decisionmaking. We also would like to hear of any other opportunities that the Company is reviewing, including the transaction referred to above. Finally, we would like to share our own assessment of the potential value inherent in the proposed strategic merger, which we believe to be consistent with the views of many of Harnischfeger's large shareholders. I will call you tomorrow to arrange a meeting. Sincerely, Thomas M. Taylor cc: The Harnischfeger Board of Directors -----END PRIVACY-ENHANCED MESSAGE-----