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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
/X/ Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the fiscal year ended
October 31, 1995.
/ / Transition report pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 for the transition
period from to .
Commission file number 1-9299
HARNISCHFEGER INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 39-1566457
(State of (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation or
Organization)
13400 Bishops Lane, Brookfield, Wisconsin 53005
(Address of Principal Executive Office)
Registrant's Telephone Number, Including Area Code:
(414) 671-4400
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange On
Title of Each Class Which Registered
Common Stock, $1 Par Value New York and Pacific Stock
Exchanges
Preferred Stock Purchase Rights New York and Pacific Stock
Exchanges
Securities registered pursuant to Section 12(g) of the Act:
None
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, and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. /X/
The aggregate market value of Registrant's Common
Stock held by non-affiliates, as of January 26, 1996, based
on a closing price of $32 7/8, was approximately $1,607.6
million.
The number of shares outstanding of Registrant's
Common Stock, as of January 26, 1996, was 48,901,618.
DOCUMENTS INCORPORATED BY REFERENCE
1995 Annual Report to Shareholders (Parts I, II and IV).
Proxy statement for the 1996 annual meeting of stockholders
to be filed within 120 days of the end of the Company's
fiscal year (Part III).
HARNISCHFEGER INDUSTRIES, INC.
INDEX TO
ANNUAL REPORT ON FORM 10-K
For The Year Ended October 31, 1995
Page
----
Part I
Item 1. Business................................................. 3
Item 2. Properties............................................... 11
Item 3. Legal Proceedings........................................ 14
Item 4. Submission of Matters to a Vote of Security Holders...... 14
Part II
Item 5. Market for the Registrant's Common Stock and Related
Stockholder Matters...................................... 16
Item 6. Selected Financial Data for the Registrant for Each of the
Last Five Fiscal Years................................... 16
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................ 16
Item 8. Financial Statements and Supplementary Data.............. 16
Item 9. Disagreements on Accounting and Financial Disclosure..... 16
Part III
Item 10. Directors and Executive Officers of the Registrant....... 16
Item 11. Executive Compensation................................... 16
Item 12. Security Ownership of Certain Beneficial Owners and
Management............................................... 16
Item 13. Certain Relationships and Related Transactions........... 16
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K.............................................. 16
Signatures ......................................................... 21
PART I
Item 1. Business
SEGMENTS OF BUSINESS
Harnischfeger Industries, Inc. ("Harnischfeger
Industries" or the "Company") is a holding company for
subsidiaries involved in the worldwide manufacture and
distribution of: papermaking machinery (Beloit
Corporation); surface mining equipment (P&H(R) Mining
Equipment); material handling equipment (P&H Material
Handling); and underground mining equipment (Joy Mining
Machinery). In early fiscal 1996, the Company completed
the acquisition of Dobson Park Industries plc ("Dobson"),
an industrial engineering group with interests in
underground mining equipment, industrial electronic control
systems, toys and plastics. Dobson's principal subsidiary,
Longwall International, is engaged in the manufacture, sale
and service of mining equipment for the international
underground coal mining industry and has been added to the
Company's Mining Equipment Segment.
Harnischfeger Industries is the direct successor to a
business begun over 100 years ago which, at October 31,
1995, through its subsidiaries, manufactures and markets
products classified into three industry segments:
Papermaking Machinery and Systems, Mining Equipment, and
Material Handling.
PAPERMAKING MACHINERY AND SYSTEMS
The Papermaking Machinery and Systems Group is
comprised of the Company's 80% interest in Beloit
Corporation ("Beloit"). Mitsubishi Heavy Industries, Ltd.
("Mitsubishi") is the owner of the other 20% interest in
Beloit. The Company and Mitsubishi have entered into
certain agreements that provide Mitsubishi with the right
to designate one of Beloit's five directors. These
agreements also place certain restrictions on the transfer
of Beloit stock. In the event of a change in control of the
Company, Mitsubishi has the right to sell its 20% interest
back to the Company for the greater of $60 million or the
book value of its equity interest.
Beloit is a leader in the design and manufacture of
papermaking machinery and related products used in the pulp
and paper industries. Beloit operates on a global basis
with major manufacturing facilities in seven countries and
sales and service offices located throughout the world. In
addition, licensing arrangements exist with several major
foreign companies.
Beloit's activities are divided into the following
categories: complete installations involving the design,
manufacture and installation of integrated papermaking
equipment and systems; major rebuilds and servicing of
existing systems; and the sale of ancillary equipment and
replacement parts. This machinery is custom designed to
meet the specific needs of each customer. In 1995, Beloit
expanded its service business through the acquisition of
the roll-covering business of Rollin, S.A., a roll service
and repair company located in France.
Beloit is known for the quality and dependability of
its products and is a leader in product innovation and
development. Beloit has made a continuous commitment to
research and development activities, and has been granted
numerous patents on its designs. Beloit systems and
equipment are used by a substantial number of paper
producers, both domestic and foreign, and Beloit's
installed base of equipment exceeds that of any of its
competitors.
A major factor in Beloit's success in the paper
machinery industry has been its international manufacturing
operations. Beloit's overseas facilities have been used to
support both domestic and foreign sales and have provided
Beloit with the flexibility to shift its manufacturing to
more favorable locations as appropriate. In addition,
Beloit has been able to take advantage of favorable export
financing provided by certain foreign governments.
Beloit's manufacturing facilities are supported by a
domestic and international marketing network staffed by
experienced sales engineers.
Formerly, the Papermaking and Systems Group also
included the Company's 20% interest in Measurex Corporation
("Measurex"). On December 29, 1994, Measurex repurchased
2,026,900 shares of its stock which had been held by the
Company. On June 23, 1995, Measurex Corporation
repurchased the remaining 1,613,100 shares of its stock.
These transactions resulted in a gain of $29.7 million.
Measurex continues to have cooperative agreements with
Beloit.
MINING EQUIPMENT
P&H Mining Equipment is the world's largest producer
of electric mining shovels and is a significant producer of
electric and diesel-electric crawler and walking draglines,
hydraulic mining excavators, blasthole drills, and electric
shovel, dredge and dragline bucket products. Electric
mining shovels range in capacity from 18 to 80 cubic yards,
crawler draglines from 10 to 20 cubic yards, and hydraulic
mining excavators from 12 to 27 cubic yards. Capacities for
the walking draglines range from 20 to 150 cubic yards.
In 1991, P&H Mining Equipment expanded its product
lines by acquiring the large rotary blasthole drill product
line from the Gardner-Denver Mining and Construction
Division of Cooper Industries, Inc. There are three drill
models currently in the active product line, with drilling
diameters ranging from 9 to 22 inches and bit load
capacities from 70,000 to 150,000 pounds.
The products of P&H Mining Equipment are used in
mines, quarries and earth-moving operations in the digging
and loading of such minerals and other ores as coal,
copper, gold, iron ore, lead, zinc, bauxite, uranium,
phosphate, stone and clay.
P&H Mining Equipment has a relationship in the mining
shovel business with Kobe Steel, Ltd. ("Kobe") pursuant to
which P&H Mining Equipment licenses Kobe to manufacture
certain electric mining shovels and related replacement
parts in Japan. Harnischfeger Corporation has the exclusive
right to market Kobe-manufactured mining shovels and parts
outside Japan (except in the case of certain government
sales). In addition, Harnischfeger Corporation is party to
an agreement, through 1996, with a corporate unit of the
People's Republic of China, licensing the manufacture and
sale of two models of electric mining shovels and related
components. This relationship provides P&H Mining Equipment
with an opportunity to sell component parts for shovels
built in China.
On November 29, 1994, pursuant to an exchange of
common stock, the Company completed its acquisition of Joy
Technologies Inc. ("JOY" or "Joy Mining Machinery"), a
world leader in underground mining equipment. JOY
manufactures and services mining equipment for the
underground extraction of coal and other bedded deposits
and has facilities in Australia, South Africa, the United
Kingdom and the United States, as well as sales offices in
Poland and the People's Republic of China. Joy Mining
Machinery designs, manufactures and distributes continuous
miners, entry drivers and sump shearers; long-wall
shearers; shuttle cars; and continuous haulage systems for
use in underground mining. JOY products are not sold into
the general construction industry, and demand for them is
not tied to cycles in that industry. JOY also maintains an
extensive network of service and spare parts distribution
centers to rebuild and service equipment and sell spare
parts in support of its installed base. This network
includes six service centers in the United States and four
outside of the United States, all of which are
strategically located in major underground mining regions.
The financial position and results of operations of
Harnischfeger Industries and JOY were combined
retroactively in fiscal 1995.
In early fiscal 1996, the Company completed the
acquisition of Dobson Park Industries plc for a
purchase price of approximately $330 million including
acquisition costs.
Dobson, headquartered in the United Kingdom, is an
industrial engineering group with interests in underground
mining equipment, industrial electronic control systems,
toys and plastics. Longwall International ("Longwall"),
one of the main subsidiaries of Dobson, is engaged in the
manufacture, sale and service of underground mining
equipment for the international coal mining industry. Its
products include electronically controlled roof support
systems, armored face conveyors, pumps and belt conveyor
components and systems. Longwall will be fully integrated
into Joy Mining Machinery and will enable JOY to offer
integrated underground longwall mining systems to the
worldwide mining industry. The industrial electronic and
toys/plastics businesses are being evaluated in the context
of the five characteristics required for consideration as a
core business of this Company. As a result of this
evaluation, it is likely that these businesses will be
sold.
Financial information with respect to the acquisition
of Dobson is presented in Note 17 to the Financial
Statements of the 1995 Annual Report to Shareholders
incorporated by reference from the Company's Current Report
on Form 8-K dated December 8, 1995.
P&H MATERIAL HANDLING
P&H Material Handling produces lines of
through-the-air material handling equipment designed for a
variety of users as well as container handling cranes for
use in ports. The Division is comprised of five business
groups: P&H Equipment, P&H Aftermarket, P&H Distribution
and Service, Morris - Engineered Products Division and
Morris - Standard Products Division.
P&H Equipment
The P&H Equipment group is comprised of the overhead
crane and hoist product lines in the United States. It was
formed from the core of what made up the Material Handling
Equipment Division in prior years.
The new crane portion of the group is comprised of
several product lines: engineered cranes, standard cranes,
portal cranes and crane components. Cranes are designed for
installation in a wide range of industrial settings. Each
crane is engineered to the customer's specifications, using
standard components wherever possible. Engineered cranes
are marketed for moderate to severe duty cycle applications
in capacities from 3 to 800 tons.
Standard overhead cranes are available in capacities
from 5 to 100 tons. Stacker cranes, ranging in capacities
from 2 to 50 tons, are particularly suitable for factory
automation projects. Portal cranes range in lifting
capacities from 5 to 100 tons and are used outdoors for
woodyard, scrap, and container handling.
The large installed base of cranes and increasing
sensitivity of customers to opportunities for improved
manufacturing efficiency from upgrading their material
handling equipment provides this product line an opportunity
for growth.
The component products portion of this group consists
of electric wire rope and chain hoists, manual chain hoists,
ratchet lever hoists, and electrical products. Hoists range
in capacities from 1/8 ton to 60 tons. These hoists use
state-of-the-art materials and manufacturing techniques and
feature a wide variety of controls.
P&H Aftermarket
The P&H Aftermarket Group consists of: Product
Support, which markets repair parts, and PHoenix(TM) which
handles pre-owned and remanufactured cranes and parts.
The Product Support portion of the aftermarket group
markets replacement products and parts through Material
Handling Centers, both independent and company owned, in
domestic markets and through licensees or agents in
international markets. This group differentiates itself
from the competition through reliable and responsive
delivery performance.
The PHoenix portion of the aftermarket group markets
pre-owned cranes under the PHoenix trademark which have been
remanufactured and modernized to meet customer requirements.
It also markets pre-owned parts to its customers. The
PHoenix group also provides engineering services for the
revitalization of crane and runway systems. The group's
products are marketed direct and through both independent
and company owned Material Handling Centers.
P&H Distribution and Service
This group provides installation, erection and repair
and maintenance services under the ProCare(R) trademark
through the growing network of company owned Material
Handling Centers. The group responds to customers'
increased desire to outsource the repair and maintenance of
overhead cranes and hoists.
Morris - Engineered Products Division
The Morris - Engineered Products Division is the
larger portion of the Morris Mechanical Handling business
based in the United Kingdom. It manufactures high integrity
special purpose heavy lifting equipment, principally
container handling cranes. In addition, its operations in
South Africa are involved in the manufacture and service of
cranes and other lifting equipment.
It also has a United Kingdom Crane Service Division that
distributes and services overhead lifting equipment
throughout the United Kingdom.
Morris - Standard Products Division
The Morris - Standard Products Division manufactures
hoists, cranes, linear motors, and controls. The hoist
division manufactures a range of electric wire rope hoists
and both electric and hand chain hoists. The industrial
cranes division manufactures electric overhead cranes all to
standardized designs. Linear Motors manufactures crane and
general industrial controls and linear motors for special
and general application. A recently acquired operation in
Singapore will provide a base for distribution of standard
products in that region.
DISCONTINUED SEGMENTS
Environmental
The Company completed the sale of Joy Environmental
Technologies ("JET") in the first quarter of 1996. JET has
been presented as a discontinued operation in the Company's
Consolidated Financial Statements.
JET supplies flue gas desulfurization systems for
reducing levels of sulfur dioxide in smokestack emissions
which otherwise might react with other chemicals in the
atmosphere to form acid rain. JET also designs, fabricates,
and installs systems for the collection and removal of ash
accumulated at the bottom of coalburning boilers and ash
carried up the exhaust flues of these boilers. These
products and services are used worldwide by various electric
utilities and industrial companies.
Systems
Syscon Corporation ("Syscon"), the remaining unit in
the Company's Systems Group, was sold in February, 1995 to
Logicon, Inc. Syscon is engaged principally in providing
systems development, systems integration and systems
services to the United States Government, government
agencies and commercial enterprises.
INTERNATIONAL OPERATIONS
In 1995, 1994 and 1993, Beloit's foreign sales
(principally the United Kingdom, Italy, Canada, Brazil and
Poland) amounted to 41%, 30% and 28%, respectively, of
Beloit's consolidated net sales.
Foreign sales of the Mining Equipment segment
(principally in Australia, South Africa, Brazil, Canada,
United Kingdom and Germany) generated approximately 44% of
the segment's consolidated net sales in 1995, 48% in 1994
and 49% in 1993.
More than 60% of Longwall's net sales in 1995 were
derived from markets outside the United States (principally
the United Kingdom, Continental Europe, Asia, Australia,
South Africa and Canada).
P&H Material Handling has been actively increasing its
global operations and now has operations in the United
Kingdom, South Africa, Canada, Mexico, and Singapore which
offer a combination of manufacturing, distribution and
service facilities. In addition, agents and distributors
represent their products in other parts of the world.
Foreign sales in 1995 amounted to 48% of the segment's
consolidated net sales.
Beloit has granted licensing agreements to serve
certain foreign markets to companies located in Australia,
Japan and Spain. The licensing agreement with Mitsubishi in
Japan represents the majority of Beloit's license income.
Beloit maintains sales and service offices throughout the
world to remain competitive in foreign markets.
In general, sales of licensed mining products are
managed within the country of manufacture by the foreign
licensee. Licensee exports, together with exports from the
United States, are sold through P&H Mining Equipment's and
P&H Material Handling's subsidiaries, which directly or
through subsidiaries or affiliates maintain regional sales
offices in: Brisbane, Melbourne, Singleton, Mackay and
Perth, Australia; North York and Vancouver, Canada;
Hermosillo, Mexico; Belo Horizonte and Sao Paulo, Brazil;
Santiago, Chile; Lima, Peru; Weiterstadt, Germany;
Aylesbury, United Kingdom; Johannesburg, South Africa; and
Puerto Ordaz, Venezuela.
Harnischfeger Industries' international operations are
subject to certain risks not generally applicable to its
domestic businesses, including currency fluctuations,
changes in tariff restrictions, restrictive regulations of
foreign governments (including price and exchange controls),
and other governmental actions. Harnischfeger Industries
has entered into various foreign currency exchange contracts
with major international financial institutions designed to
minimize its exposure to exchange rate fluctuations on
foreign currency transactions.
GENERAL
Seasonality
No significant portion of Harnischfeger Industries'
business is subject to or influenced by seasonal factors;
however, Harnischfeger Industries' business is influenced by
the cyclical nature of the paper machinery, mining, and
capital goods industries.
Distribution
Sales of Beloit products are principally made directly
to the end user. On a worldwide basis, each manufacturing
facility is responsible for a designated market area. Beloit
also maintains a worldwide marketing group to coordinate and
support worldwide facilities in marketing strategies,
technical sales support and participation in major projects
including interface with engineering firms and financial
institutions. Beloit offers systems and turnkey alternatives
to assist in related business development throughout the
world. Agents are used in certain foreign countries to
augment Beloit's sales force stationed in the segment's
manufacturing facilities and in sales offices worldwide.
In the United States, surface mining equipment,
overhead cranes and certain electrical products are marketed
principally directly from the segments' headquarters and
regional sales offices. Electric wire rope and chain hoists
and crane modernizations are sold through dealers and
distributors, assisted and coordinated by corporate and
regional office personnel. P&H Material Handling has a
dealer network of regional distributorships (referred to as
Material Handling Centers).
Joy Mining Machinery and Longwall sales are made mostly
through sales offices located in major coal-producing areas.
JOY's and Longwall's worldwide sales forces have marketing
responsibility for new machine sales, as well as for parts,
components and rebuild services provided to customers. A
segment of the sales forces in the United States is
dedicated to manning a truck fleet which visits customer
sites on a regular basis in order to deliver components and
parts.
The manufacture and sale of repair and replacement
parts and the servicing of equipment are important aspects
of P&H Mining Equipment operations. P&H Mining Equipment
maintains mining parts warehouses in Arizona, Minnesota,
Nevada, Wisconsin, West Virginia and Wyoming and in
Australia, Brazil, Canada, Chile, Germany, South Africa and
Venezuela. These warehouses facilitate shipment of
customers' orders for parts, and some also function as
regional service centers.
Competition
Harnischfeger Industries conducts its domestic and
foreign operations under highly competitive market
conditions, requiring that its products and services be
competitive in price, quality, service and delivery.
The pulp and paper capital machinery market is globally
competitive; Beloit's two major competitors are
foreign-owned companies. The principal competitors are
Valmet Paper Machinery, Inc., with controlling interest held
by Valmet Corporation, Finland, and Voith Sulzer Papertech,
with headquarters in Germany.
P&H Mining Equipment's principal competitors in
electric mining shovels are Bucyrus Erie Company and Marion,
a division of Global Industrial Technologies. Harnischfeger
Industries believes P&H Mining Equipment is the leading
participant in this market. Its principal competitors in the
hydraulic mining excavator market are Demag, Hitachi,
Caterpillar and Orenstein & Koppel. In draglines, the main
competitors are Bucyrus Erie Company and Marion. The
Division's main competitors in drills are Ingersoll-Rand,
Driltech and Bucyrus Erie Company.
In the underground coal mining industry, JOY competes
primarily on the basis of the quality and reliability of its
products and its ability to provide rapid, extensive and
cost-effective repair and rebuild services and delivery of
spare parts. JOY's primary competitors in the continuous
mining machinery industry are EIMCO(a Tampella Tamrock
Company), the Jeffrey division of Indresco Inc., Simmons-
Rand Company(a subsidiary of Long Airdox Company), and Voest
Alpine. In the longwall shearer new equipment market, JOY
competes primarily with Anderson Longwall PLC, Eickhoff
Corporation, and Mitsui Miike Machinery Company, Ltd. In
the continuous haulage market, JOY competes with Long
Airdox, Fairchild International, and Jeffrey. In the sale
of spare parts for JOY's equipment, JOY competes with EIMCO
and various small suppliers.
Longwall competes globally. The primary competitors of
Longwall are DBT and the Marmon Group.
The principal worldwide competitors for the P&H
Material Handling Division are Demag and Konecranes
International KCI. Harnischfeger Industries believes that
P&H Material Handling is one of the largest worldwide
participants in this market. When considering any specific
geographic market, the competitors would normally be split
into overhead cranes, dockside cranes, hoists, and service.
There are significant numbers of competitors in each of the
geographic markets and segments of those markets.
Customers
During 1995, there were no sales or services made to
an individual customer amounting to 10% or more of
consolidated sales.
Backlog
Backlog by business segment for the Company's
continuing operations (in thousands of dollars) as of the
end of fiscal years 1995 and 1994 was as follows:
October 31,
---------------------
1995 1994
---------- --------
Papermaking Machinery and Systems.................... $ 679,625 $633,770
Mining Equipment..................................... 221,540 190,900
Material Handling Equipment.......................... 130,879 107,112
--------- --------
$1,032,044 $931,782
========== =========
Supply of Materials and Purchased Components
The Papermaking Machinery and Systems Group purchases
raw materials used in its products which include: plates,
sheets, shapes, carbon and alloy steel, stainless steel,
brass and bronze, nickel alloy, and aluminum. Purchases of
semi-processed and component parts include: castings,
valves, filters, pumps, dryers, electrical equipment, and
various vacuum, drying, hydraulic, combustion,
material-handling and temperature control systems. Beloit
has approximately 4,700 suppliers of which approximately
1,000 are most commonly used. No single source is dominant.
P&H Mining Equipment Division and P&H Material
Handling manufacture machines and heat-treated gears,
pinions, shafts, structural fabrications, electrical
motors, generators, and other electrical parts. They
purchase raw and semi-processed steel, castings, forgings,
copper and other materials for these parts and components
from approximately 400 suppliers. In addition, component
parts, such as engines, bearings, controls, hydraulic
components, and a wide variety of mechanical and electrical
items are purchased from approximately 1,500 suppliers.
Purchases of materials and components are made on a
competitive basis with no single source being dominant.
JOY purchases electric motors, gears, hydraulic
parts, electronic components, forgings, steel, clutches and
other components and raw materials from outside suppliers.
Although JOY purchases certain components and raw materials
from a single supplier, alternative sources of supply are
available for all such quantities. JOY believes that it
has adequate sources of supplies of component parts and raw
materials for its manufacturing requirements.
Longwall purchases electric motors, gears, hydraulic
parts, electronic components, steel and other components
and raw materials from outside suppliers. Certain
components and raw materials are purchased from a single
supplier; however, alternative sources of supply are
available for all such quantities. Longwall believes that
it has adequate sources of supplies of component parts and
raw materials for all its manufacturing requirements.
Patents and Licenses
Patents are quite important in the papermaking
industry. All major machinery manufacturers use patents
extensively to protect the technology base that results
from research and development. Beloit has been granted
numerous patents on its designs and more are pending. Most
are registered in all of the major countries into which
Beloit and its licensees sell.
In May, 1993, a Federal court jury in Madison,
Wisconsin returned a verdict finding that J.M. Voith GmbH
of Germany and its subsidiary, Voith, Inc. of Appleton,
Wisconsin infringed upon Beloit's patent on its Bel-
Champ(R) technology for the drying technology of large
paper manufacturing machines. The verdict was appealed by
Voith. In September, 1995, J.M. Voith GmbH, Voith, Inc.,
and Beloit reached an understanding concerning settlement
of their outstanding patent litigation.
In addition, on November 23, 1994, a Federal court
jury, in Madison, Wisconsin, returned a verdict finding
Valmet Corporation of Finland guilty of infringing a key
patent held by Beloit Corporation on the Bel-Champ paper
machine drying technology. In connection with this suit,
the jury awarded Beloit $7.9 million in damages. The
verdict in this case has been appealed by Valmet and the
award has not been recorded in the Company's financial
statements.
P&H Mining Equipment and P&H Material Handling have
numerous domestic and foreign patents, patent applications
and patent licensing agreements. Harnischfeger Corporation
does not consider these businesses materially dependent
upon any patent or patent license agreement.
JOY, Longwall and their respective subsidiaries own
numerous patents and trademarks and have patent licenses
from others relating to their respective products and
manufacturing methods. Also, patent and trademark licenses
are granted to others throughout the world and royalties
are received under most of these licenses. While JOY and
Longwall do not consider any particular patent or license
or group of patents or licenses to be essential to their
respective business as a whole, both JOY and Longwall
consider its patents and licenses significant to the
conduct of its business in certain product areas.
Research and Development
Harnischfeger Industries maintains a strong commitment
to research and development with engineering staffs that
are engaged in full-time research and development of new,
and improvement of existing, products. Beloit maintains
research and development facilities in Rockton, Illinois,
Pittsfield, Massachusetts, Bolton, United Kingdom, Clarks
Summit, Pennsylvania, Portland, Oregon and Waukesha,
Wisconsin. Harnischfeger Corporation maintains research and
development facilities in Milwaukee, Wisconsin. JOY and
Longwall pursue technological development through the
engineering of new products, systems and applications; the
improvement and enhancement of licensed technology; and
synergistic acquisitions of technology. Research and
development expenses were $30.3 million in 1995, $28.9
million in 1994, and $26.7 million in 1993.
Environmental and Health and Safety Matters
The activities of the Company are regulated by
federal, state and local statutes, regulations and
ordinances relating to both environmental protection and
worker health and safety. These laws govern current
operations, require remediation of environmental impacts
associated with past or current operations, and under
certain circumstances provide for civil and criminal
penalties and fines, as well as injunctive and remedial
relief. The Company's foreign operations are subject to
similar requirements as established by their respective
countries.
The Company has expended substantial managerial and
financial resources in developing and implementing actions
for continued compliance with these requirements. The
Company believes that it has substantially satisfied these
diverse requirements. However, because these requirements
are complex and, in many areas, rapidly evolving, there can
be no guarantee against the possibility of sizeable
additional costs for compliance in the future. These same
requirements must also be met by the Company's competitors
and, therefore, the costs for present and future compliance
with these laws should not create a competitive
disadvantage. Further, these laws have not had, and are not
presently expected to have, a material adverse effect on
the Company.
The Company's operations or facilities have been and
may become the subject of formal or informal enforcement
actions or proceedings for alleged noncompliance with
either environmental or worker health and safety laws or
regulations. Such matters have typically been resolved
through direct negotiations with the regulatory agency and
have typically resulted in corrective actions or abatement
programs. However, in some cases, fines or other penalties
have been paid. Historically, neither such commitments nor
such penalties have been material.
Employees
As of October 31, 1995, Harnischfeger Industries
employed approximately 14,000 persons, of which
approximately 8,800 were employed in the United States.
Approximately 6,950 of the United States employees are
represented by local unions under collective bargaining
agreements with expiration dates from December 31, 1995 to
August 4, 2000. Harnischfeger Industries believes that it
maintains generally good relationships with its employees.
Financial Information about Industry Segments
The financial information on industry segments is
presented in Note 15 to the Financial Statements
incorporated by reference from the Company's Current Report
on Form 8-K dated December 8, 1995.
Item 2. Properties
As of October 31, 1995, the following principal
properties were owned, except as indicated. All of these
plants are generally suitable for operations.
Harnischfeger Industries owns a 120,000 square foot
office building in Brookfield, Wisconsin, which is used as
its worldwide corporate headquarters and is currently
constructing a new corporate headquarters in St. Francis,
Wisconsin.
MINING EQUIPMENT LOCATIONS
Floor Space Land Area
Plant and Location (Sq. Ft.) (Acres) Principal Operations
- ------------------------- ----------- --------- --------------------------
Milwaukee, Wisconsin..... 1,067,000 46 Electric mining shovels, hydraulic
mining excavators, electric and
diesel-electric draglines and large
rotary blasthole drills.
Crane welding.
Milwaukee, Wisconsin..... 180,000 13 Electrical products, heavy duty
overhead and portal crane components and
service parts warehouse.
Crane assembly.
Franklin, Pennsylvania... 714,640 63 Underground coal mining machinery,
components and parts.
Reno, Pennsylvania....... 121,400 22 Components and parts for
mining machinery.
Brookpark, Ohio.......... 85,000 4 Components and parts for mining
machinery.
Solon, Ohio.............. 96,800 14 Components and parts for mining
machinery.
Bluefield, Virginia...... 102,160 15
Duffield, Virginia....... 72,000 11
Homer City, Pennsylvania. 79,500 10 Mining machinery rebuild, service
and parts sales.
Meadowlands, Pennsylvania 118,316 13
Mt. Vernon, Illinois..... 107,130 12
Price, Utah.............. 44,200 6
New Philadelphia, Ohio... 277,600 17 Axial vane, and centrifugal fans,
components and parts.
Bassendean, Australia.... 75,500 5 Components and parts for mining
shovels.
Mt. Thorley, Australia... 20,000 6 Components and parts for mining
shovels.
Kurri Kurri,
Australia.............. 264,000 1 Mining machinery rebuild,
service and parts sales.
Litigow, Australia....... 8,500 1 Parts sales for mining machinery
parts sales.
Moss Vale, Australia..... 764,150 18 Underground coal mining machinery,
components and parts.
Johannesburg, So.
Africa................. 103,000 6 Components and parts for mining
shovels.
Johannesburg, So.
Africa................. 44,000(1) 1 Electrical products and components
for mining shovels.
Steeledale, South Africa. 557,400 15 Underground coal mining machinery,
components and parts.
Belo Horizonte, Brazil... 37,700 1 Components and parts for mining
shovels.
East Kilbride, Scotland,
U.K.................... 109,550 13 Underground coal mining machinery,
Pinxton, U.K............. 42,000 2 components and parts
- -------------------------
(1) Under a lease expiring in 2005.
This segment operates warehouses in Casper and Green
River, Wyoming; Hibbing, Minnesota; Charleston and
Pineville, West Virginia; Milwaukee, Wisconsin; Phoenix,
Arizona; Elco, Nevada; Birmingham, Alabama; Carlsbad, New
Mexico; Norton, Virginia; Lovely and Henderson, Kentucky;
Hinton, Sparwood, Cornwall and Vancouver, Canada;
Bayswater, Mt. Thorley, Gracemere and Mackay, Australia;
Belo Horizonte, Brazil; Weiterstadt, Germany; Johannesburg,
Wadeville and Hendrina, South Africa; Stobswood, United
Kingdom and Puerto Ordaz, Venezuela. The warehouses in
Casper, Hibbing, Milwaukee, Mt. Thorley, Belo Horizonte and
Johannesburg are owned; the others are leased. In addition,
the segment leases sales offices throughout the United
States and in principal locations in foreign countries.
P&H MATERIAL HANDLING LOCATIONS
Floor Space Land Area
Plant and Location (Sq. Ft.) (Acres) Principal Operations
- ----------------------- ----------- --------- ----------------------------
Milwaukee, Wisconsin..... 130,000 (1) 8 Remanufacture of overhead cranes,
hoists and material handling
equipment.
Oak Creek, Wisconsin..... 277,000 36 Engineered and standard overhead
cranes, hoists and material
handling equipment.
Loughborough, UK......... 420,000 36 Engineered and standard overhead
cranes, hoists, controls and
material handling equipment.
Johannesburg, S. Africa.. 124,000 7 Engineered and standard overhead
cranes, hoists and material
handling equipment.
Mexico City, Mexico...... 65,000 3 Engineered and standard overhead
cranes, hoists and material
handling equipment.
Birmingham, Alabama...... 36,500 3 Standard overhead cranes and
service.
Missisauga, Canada....... 17,600 (2) 1 Manufacture of brakes.
Singapore, Singapore..... 21,200 (3) 1 Standard overhead cranes and hoist
distribution.
(1) Under a lease expiring in 1996.
(2) Under a lease expiring in 2000.
(3) The land is under a lease expiring in 2024.
This division has leased facilities for its company
owned Material Handling Centers in San Leandro, California;
Pittsburg, California; Portland, Oregon; Reno, Nevada;
Dallas, Texas; Houston, Texas; New Orleans, Louisiana;
Chicago, Illinois; Detroit, Michigan; Pittsburgh,
Pennsylvania; and Cleveland, Ohio. In addition, the
division leases sales offices throughout the United States
and in principal locations in foreign countries. It also
has approximately 18 leased locations for service
operations in the United Kingdom, Mexico and South Africa.
PAPERMAKING MACHINERY AND SYSTEMS LOCATIONS
Floor Space Land Area
Plant and Location (Sq. Ft.) (Acres) Principal Operations
- ----------------------- ----------- --------- ------------------------------
Beloit, Wisconsin......... 928,000 40 Papermaking machinery and finished
product processing equipment.
Beloit, Wisconsin......... 230,000 15 Castings, pattern shop.
Waukesha, Wisconsin....... 57,000 10 Castings, pattern shop and
finished product processing.
Waukesha, Wisconsin....... 76,000(1) 13 Refiner plate machining, finished
product processing and warehousing.
Rockton, Illinois......... 469,000 203 Papermaking machinery, finished
product processing equipment
and R&D center.
South Beloit, Illinois.... 163,000 11 Castings.
Dalton, Massachusetts..... 277,000 55 Stock and pulp preparation
equipment and specialized
processing systems.
Lenox, Massachusetts...... 127,000 19 Winders.
Pittsfield,
Massachusetts........... 36,000 30 Research and development facility and
pilot plant for process simulation.
Aiken, South Carolina..... 92,000 17
Columbus, Mississippi..... 133,000 22 Rubber and polymeric covers for rolls;
Federal Way, Washington... 55,000 3 rolls; rubber blankets; rubber linings
Neenah, Wisconsin......... 77,000 10 and metal roll repairs.
Clarks Summit, PA......... 88,000 10
Renfrew, Canada........... 145,000 22
Kalamazoo, Michigan....... 23,500 1 Filled rolls for supercalenders and
specialty rolls.
Portland, Oregon.......... 41,000 5 Bulk materials handling and drying
systems.
Rochester, New Hampshire.. 15,650 5 Specialty services provided
principally to the paper industry.
Pensacola, Florida........ 7,250 2 Specialty services provide
principally to the paper industry.
Sandusky, Ohio............ 254,000 13 Centrifugal castings.
Glenrothes, United Kingdom 56,000 8 Centrifugal castings.
Campinas, Brazil.......... 202,000 33 Papermaking machinery and finished
product processing equipment;
stock and pulp preparation
equipment; woodyard and pulp
plant equipment.
Bolton, United Kingdom.... 465,400 73 Papermaking machinery and finished
product processing equipment;
stock and pulp preparation
equipment.
Pinerolo, Italy........... 517,400 18 Papermaking machinery and finished
product processing equipment;
stock and pulp preparation
equipment.
Jelenia Gora, Poland...... 522,000 40 Papermaking machinery and finished
product processing equipment;
stock and pulp preparation
equipment.
Swiecie, Poland........... 37,000 (2) 4 Components and parts for papermaking
machinery equipment.
Cernay, France............ 35,200 15 Roll-covering service.
- -------------------------
(1) Under a lease expiring in 2007.
(2) Under a lease expiring in 2019.
The Papermaking Machinery and Systems business has
warehouse space at the above facilities and in addition
maintains leased facilities in Memphis, Tennessee; Swiecie,
Poland; and Montreal, Canada. Sales offices are also
maintained at various locations throughout the world.
Information relating to lease commitments is presented
in Note 11 to the Financial Statements incorporated by
reference from the Company's Current Report on Form 8-K
dated December 8, 1995.
Item 3. Legal Proceedings
The Company is party to litigation matters and claims
which are normal in the course of its operations and, while
the results of litigation and claims cannot be predicted
with certainty, management believes that the final outcome
of such matters will not have a materially adverse effect
on the Company's consolidated financial position or results
of operations.
The Company is also involved in a number of
proceedings and potential proceedings relating to
environmental matters. Although it is difficult to estimate
the potential exposure to the Company related to these
environmental matters, the Company believes that these
matters will not have a materially adverse effect on its
consolidated financial position or results of operations.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security
holders during the fourth quarter of fiscal 1995.
Executive Officers of the Registrant
The following table sets forth, through the date of
filing this 10-K report, the executive officers of
Harnischfeger Industries and its major subsidiaries, their
ages, their offices with Harnischfeger Industries and the
period during which they have held such offices.
Name Age Current Office and Principle Occupation
- ---------------------------- --- ----------------------------------------
Jeffery T. Grade............ 52 Chairman of the Board and Chief Executive
Officer since 1993; Chief Executive Officer
since 1992; President and Chief Operating
Officer since 1986; Director since 1983;
Senior Vice President, Finance and
Administration and Chief Financial
Officer from 1983 to 1986.
Francis M. Corby, Jr........ 51 Executive Vice President for Finance and
Administration since December 1994; Senior Vice
President, Finance and Chief Financial Officer
from 1986 to December 1994.
John Nils Hanson............ 53 Executive Vice President and Chief Operating
Officer since July 1, 1995; President and Chief
Executive Officer of Joy Mining Machinery
1990 to July 1995.
K. Thor Lundgren............ 48 Executive Vice President for Law and Government
Affairs since December 1994; Senior Vice
President and General Counsel from 1991
to December 1994.
Richard W. Schulze.......... 58 Senior Vice President and Special Assistant to
the Chairman and CEO since December 1994; Senior
Vice President, Human Resources and Public
Relations from 1982 to December 1994.
James C. Benjamin........... 43 Vice President and Controller since 1986.
Ian Lambert................. 49 Vice President and Treasurer since 1989.
Joseph A. Podawiltz......... 50 Vice President of Human Resources since
February 1995.
Number
of Years
Name as Officer
- ---------------------------- ----------
Jeffery T. Grade............ 13
Francis M. Corby, Jr........ 10
John Nils Hanson............ -
K. Thor Lundgren............ 4
Richard W. Schulze.......... 14
James C. Benjamin........... 10
Ian Lambert................. 6
Joseph A. Podawiltz......... -
Mr. Lundgren joined the Company in September, 1991.
Prior to joining the Company, Mr. Lundgren was a partner
with the law firm of Michael, Best & Friedrich.
Mr. Podawiltz joined the Company in February, 1995.
Prior to joining the Company, Mr. Podawiltz was Vice
President of Human Resources with the A.O. Smith Automotive
Products Company.
The business address of each such person is 13400
Bishops Lane, Brookfield, Wisconsin 53005. All officers
listed above are citizens of the United States of America
except for Mr. Lambert who is a citizen of the United
Kingdom. Officers are elected annually but may be removed
at any time at the discretion of the Board of Directors.
There are no family relationships between the foregoing
officers.
PART II
The information required by Items 6 through 8 is
incorporated by reference from the Company's Current Report
on Form 8-K dated December 8, 1995.
Form 10-K
Item Number
- -----------
Item 5. Market for the Registrant's Common Stock
and Related Stockholder Matters (filed in
this report on Form 10-K)
Item 6. Selected Financial Data for the Registrant for
Each of the Last Five Fiscal Years
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of
Operations
Item 8. Financial Statements and Supplementary Data
Item 9. Disagreements on Accounting and Financial Disclosure:
None
PART III
All information required by Items 10 through 13 of
Part III, with the exception of information on the
Executive Officers which appears in Part I of this report,
is incorporated by reference from the Company's Proxy
Statement for its 1996 Annual Meeting of Shareholders to be
filed with the Securities and Exchange Commission within
120 days after the close of the fiscal year.
PART IV
The information required by Item 14 is incorporated by
reference from the 1995 Annual Report to Shareholders
reported on the Company's Current Report on Form 8-K dated
December 8, 1995.
Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K.
(a) The following documents are filed as part of this report:
(1) Financial Statements
Statement of Income for the years ended
October 31, 1995, 1994 and
1993
Balance Sheet at October 31, 1995 and 1994
Statement of Cash Flows for the years ended
October 31, 1995, 1994 and
1993
Statement of Shareholders' Equity for the years
ended October 31, 1995,
1994 and 1993
Notes to Financial Statements
Report of Independent Accountants
(2) Financial Statement Schedule
For the Years Ended October 31, 1995, 1994 and 1993:
II. Valuation and Qualifying Accounts
All other schedules are omitted because they are
either not applicable or the required information is shown
in the financial statements or notes thereto.
Financial statements of 50% or less-owned companies
have been omitted because the proportionate share of their
profit before income taxes and total assets are less than
20% of the respective consolidated amounts and investments
in such companies are less than 20% of consolidated total
assets.
(3) Exhibits
Exhibit
Number Exhibit
------- -------------------------------------------------------------
3(a) Certificate of Incorporation of Harnischfeger Industries, Inc.
(incorporated by reference to Exhibit 3(a) of the Registration
Statement on Form S-4, File No. 33-8821).
(b) Bylaws of Harnischfeger Industries, Inc., as amended on
December 11, 1995.
(c) Certificate of Designations of Preferred Stock, Series D
(incorporated by reference to Exhibit 28.1(b) to Registrant's
Current Report on Form 8-K dated March 25, 1992).
(d) Amendment to Certificate of Incorporation of Harnischfeger
Industries, Inc. dated November 29, 1994(incorporated by
reference to Exhibit 4.1(c) to Registration Statement on
Form S-8, File No. 33-57209).
4(a) 9.1% Series A Senior Note Agreement dated as of September 15, 1989
(incorporated by reference to Exhibit 4(b) to Report of Harnischfeger
Industries, Inc. on Form 10-K for the year ended October 31, 1991,
File No. 1-9299).
(b) 9.1% Series B Senior Note Agreement dated as of October 15, 1989
(incorporated by reference to Exhibit 4(c) to Report of Harnischfeger
Industries, Inc. on Form 10-K for the year ended October 31, 1991,
File No. 1-9299).
(c) 8.95% Series C Senior Note Agreement dated as of February 15, 1991
(incorporated by reference to Exhibit 4(d) to Report of Harnischfeger
Industries, Inc. on Form 10-K for the year ended October 31, 1991,
File No. 1-9299).
(d) 8.9% Series D Senior Note Agreement dated as of October 1, 1991
(incorporated by reference to Exhibit 4(e) to Report of
Harnischfeger Industries, Inc. on Form 10-K for the year
ended October 31, 1991, File No. 1-9299).
(e) Indenture for Debentures issued March 3, 1992 between Harnischfeger
Industries, Inc. and Continental Bank, National Association, Trustee,
dated March 1, 1992 (incorporated by reference to Exhibit 4(f) to
Report of Harnischfeger Industries, Inc. on Form 10-K for the year
ended October 31, 1992, File No. 1-9299).
(f) First Supplemental Indenture for Debentures issued June 22, 1992 between
Harnischfeger Industries, Inc. and Continental Bank, National
Association, Trustee, dated June 12, 1992 (incorporated by reference
to Exhibit 4(g) to Report of Harnischfeger Industries, Inc. on
Form 10-K for the year ended October 31, 1992, File No. 1-9299).
(g) Registration Statement filed on Form S-3, for issuance of Debt
Securities of up to $150,000,000 dated August 22, 1992,
File No. 33-51436 (incorporated by reference to Exhibit 4(h) to
Report of Harnischfeger Industries, Inc. on Form 10-K for the
year ended October 31, 1992, File No. 1-9299).
(h) Rights Agreement dated as of February 8, 1989 between the
Registrant and the First National Bank of Boston, as Rights Agent,
which includes as Exhibit A the Certificate of Designations of
Preferred Stock, Series D, setting forth the terms of the
Preferred Stock, Series D; as Exhibit B the Form of Rights
Certificate; and as Exhibit C the Summary of Rights to Purchase
Preferred Stock, Series D (Incorporated by reference to Exhibit 1
to Registrant's Registration Statement on Form 8-A filed on
February 9, 1989).
(i) Harnischfeger Industries, Inc. Stock Employee Compensation Trust
Agreement effective as of March 23, 1993 (incorporated by reference
to Exhibit 4(k) to Report of Harnischfeger Industries, Inc.
on Form 10-K for the year ended October 31, 1993, File No.1-9299).*
(j) Amendment One to Harnischfeger Industries, Inc. Stock Employee
Compensation Trust Agreement dated January 1, 1994.*
(k) Amendment Two to Harnischfeger Industries, Inc. Stock Employee
Compensation Trust Agreement dated May 6, 1995.*
(l) $240,000,000 Amended and Restated Credit Agreement dated as
of November 25, 1994 among Harnischfeger Industries Inc. as
borrower and financial institutions from time to time thereto
as lenders, the First National Bank of Chicago and Royal Bank of
Canada, as co-agents and Chemical Bank as Agent
(incorporated by reference to Exhibit 4(k) to Report of Harnischfeger
Industries, Inc. on Form 10-K for the year ended October 31, 1994,
File No. 1-9299).
(m) Form of Indenture, dated as of September 1, 1993, between
Joy Technologies Inc. and The Bank of Montreal Trust Company,
as Trustee for Joy Technologies Inc.'s 10 1/4% Senior Notes due
2002(incorporated by reference to Exhibit 4.1 to Joy Technologies
Inc.'s Report on Form 10-Q for the quarter ended August 27, 1993,
filed October 7, 1993).
10(a) Harnischfeger Industries, Inc. 1988 Incentive Stock Plan, as amended on
March 6, 1995.*
(b) Deferred Compensation Plan (incorporated by reference to Exhibit
10.4 to Form S-1 Registration Statement of Harnischfeger Corporation,
File No. 12-89771).*
(c) Harnischfeger Industries Deferred Compensation Trust dated
November 1, 1988 (incorporated by reference to Exhibit 10(d) to
Report of Harnischfeger Industries, Inc. on Form 10-K for the
year ended October 31, 1988, File No. 01-9299).*
(d) First Amendment of the Deferred Compensation Trust dated
December 19, 1990.*
(e) Harnischfeger Industries, Inc. Executive Incentive Plan, as amended
as of October 9, 1995.*
(f) Harnischfeger Industries, Inc. Supplemental Retirement and Stock Funding
Plan, as amended as of October 9, 1995.*
(g) Directors Stock Compensation Plan, as amended, as of October 9, 1995.*
(h) Service Compensation Agreement for Directors effective as of
June 1, 1992 (incorporated by reference to Exhibit 10(g) to Report
of Harnischfeger Industries, Inc. on Form 10-K for the year ended
October 31, 1992, File No. 1-9299).*
(i) Key Executive Employment and Severance Agreement, entered into as of
October 8, 1995, between Harnischfeger Industries, Inc. and
Jeffery T. Grade.*
(j) Key Executive Employment and Severance Agreement, entered into as of
October 8, 1995, between Harnischfeger Industries, Inc. and
Francis M. Corby, Jr.*
(k) Key Executive Employment and Severance Agreement, entered into as of
October 8, 1995, between Harnischfeger Industries, Inc. and
K. Thor Lundgren.*
(l) Independent Consultant Agreement, entered into on June 16, 1995, between
Harnischfeger Industries, Inc. and John A. McKay.*
(m) Purchase and Sale Agreement by and among HEI Systems, Inc. and HEI
Acquisition, Inc. and Harnischfeger Industries, Inc., dated as of
October 28, 1993 (incorporated by reference to Exhibit 10(p)
to Report of Harnischfeger Industries, Inc. on Form 10-K for the
year ended October 31, 1993, File No. 1-9299).
(n) Agreement and Plan of Merger, dated as of August 17, 1994 among
Harnischfeger Industries, Inc., Harnischfeger Acquisition
Corporation and Joy Technologies Inc. (incorporated by reference
to Exhibit 2.1 to Registration Statement on Form S-4, File No.1-9299).
(o) Joy Technologies Inc. 1991 Stock Option and Equity Incentive Plan dated
November 12, 1991 (incorporated by reference to Exhibit 99-1999.1 to
Registration Statement on For S-8, File No. 33-57209).*
(p) Amendment to Joy Technologies Inc. 1991 Stock Option and Equity
Incentive Plan dated November 29, 1994 (incorporated by reference
to Exhibit 99-1999.2 to Registration Statement on Form S-8, File
No. 33-57209).*
11 Statement Re Computation of Earnings Per Share.
13 1995 Annual Report to Shareholders (incorporated by reference on
the Company's Current Report on Form 8-K dated December 8, 1995).
21 Subsidiaries of the Registrant.
23(a) Consent of Price Waterhouse LLP
23(b) Consent of Arthur Andersen LLP
24 Powers of Attorney.
27 Financial Data Schedule incorporated by reference from the
Company's Current Report on Form 8-K dated December 8, 1995.
* Represents a management contract or compensatory plan
or arrangement required to be filed as an exhibit pursuant
to Item 14(c) of Form 10-K.
(b) Reports on Form 8-K
(1) Current Report on Form 8-K dated September 1, 1995
relating to the Company's discussions with Dobson Park
Industries plc concerning the possible acquisition of
Dobson's outstanding shares.
(2) Current Report on Form 8-K dated October 11, 1995
relating to Harnischfeger and The First National Bank of
Boston, as Rights Agent, amending the Rights Agreement
dated as of February 8, 1989.
(3) Current Report on Form 8-K dated October 26, 1995
relating to Harnischfeger Industries news release
announcing that the Dobson board unanimously recommended
that its shareholders approve an offer by Harnischfeger
Industries to purchase all of Dobson's outstanding shares.
(4) Current Report on Form 8-K dated December 4, 1995
relating to the pro forma financial information relative to
the acquisition of Dobson required pursuant to Article 11
of Regulation S-X and the Company's five-year historical
computation of Ratio of Earnings to Fixed Charges.
(5) Current Report on Form 8-K dated December 4, 1995
relating to the 1995 financial statements of Dobson.
(6) Current Report on Form 8-K dated December 8, 1995
relating to the Company's filing of its fiscal 1995
financial statements and notes thereto, Management's
Discussion and Analysis, and related schedules and
exhibits.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, in the City of
Brookfield, Wisconsin, on the 29th day of January, 1996.
HARNISCHFEGER INDUSTRIES, INC.
(Registrant)
/s/FRANCIS M. CORBY, JR.
Francis M. Corby, Jr.
Executive Vice President for
Finance and Administration
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by
the following persons on behalf of the registrant and in
the capacities indicated on January 29, 1996.
Signature Title
- ------------------------------------------ ------------------------------------
/s/JEFFERY T. GRADE Chairman and Chief Executive
------------------------- Officer
Jeffery T. Grade
/s/FRANCIS M. CORBY, JR. Executive Vice President for
-------------------------- Finance and Administration
Francis M. Corby, Jr.
/s/JAMES C. BENJAMIN Vice President and Controller
--------------------------
James C. Benjamin
(1) Director
--------------------------
Donna M. Alvarado
(1) Director
--------------------------
Larry D. Brady
(1) Director
--------------------------
John D. Correnti
(1) Director
--------------------------
Harry L. Davis
(1) Director
--------------------------
Robert M. Gerrity
(1) Director
--------------------------
Robert B. Hoffman
(1) Director
--------------------------
Ralph C. Joynes
(1) Director
--------------------------
Herbert V. Kohler, Jr.
(1) Director
--------------------------
Jean-Pierre Labruyere
(1) Director
--------------------------
Robert F. Schnoes
(1) Director
--------------------------
Donald Taylor
- -------------------------
(1) Jeffery T. Grade, by signing his name hereto, does
hereby sign and execute this report on behalf of each of
the above-named Directors of Harnischfeger Industries, Inc.
pursuant to powers of attorney executed by each of such
Directors and filed with the Securities and Exchange
Commission as an exhibit to this report.
January 29, 1996
By: /s/JEFFERY T. GRADE
Jeffery T. Grade,
Attorney-in-fact
Item 5
MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
THE ANNUAL MEETING
The annual meeting of the shareholders of Harnischfeger
Industries, Inc. will be held at Milwaukee's Wyndham Hotel,
139 E. Kilbourn Ave., on Tuesday, April 9, 1996 at 10:00
a.m.
ANNUAL REPORT ON FORM 10-K
Copies of the annual report on Form 10-K, filed with the
Securities and Exchange Commission, will be available to
shareholders after February 15, 1996 without charge on
request to:
Secretary
Harnischfeger Industries, Inc.
P.O. Box 554
Milwaukee, WI 53201-0554
Telephone: (414)797-6480
TRANSFER AGENT AND REGISTRAR
Bank of Boston
c/o Boston EquiServe
Mail Stop 45-02-09
P.O. Box 644
Boston, MA 02102-0644
Telephone:(617)575-3400
MARKET AND OWNERSHIP OF COMMON STOCK
The principal market for the Company's Common Stock is the
New York Stock Exchange, where its trading symbol is HPH.
As of October 31, 1995, the approximate number of holders
of record of the Company's Common Stock was 2,100. In
addition, there were an estimated 10,000 beneficial owners
of shares held of record by brokers and fiduciaries.
CORPORATE HEADQUARTERS
13400 Bishops Lane
Brookfield, WI 53005
MAILING ADDRESS
P.O. Box 554
Milwaukee, WI 53201-0554
SHAREHOLDER SERVICES
Annual Report Requests and General Information Corporate
Communication: (414)797-6626
FINANCIAL INFORMATION
To obtain fax copies of recent financial press releases and
quarterly statements on request, please call 1-800-758-5804
and use access code 396450 at the prompt.
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to find Harnischfeger.