SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
(Amendment No. 6)
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
413086109
(CUSIP Number)
Sidney Harman
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)
With a copy to:
James E. O'Bannon
Jones, Day, Reavis & Pogue
2727 North Harwood
Dallas, Texas 75201
Tel. No. (214) 220-3939
November 12, 2001
(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 [ ].
(Continued on following pages)
(Page 1 of 10 Pages)
1 NAME OF REPORTING PERSON
Sidney Harman (1)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 7 SOLE VOTING POWER
SHARES 2,525,047
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,215,828
10 SHARED DISPOSITIVE POWER
122,994
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THE REPORTING PERSON
2,525,047
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6 % (2)
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14 TYPE OF REPORTING PERSON*
IN
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(1) The Reporting Person is reporting beneficial ownership of shares of Common
Stock of the Issuer held by various family trusts as to which he is the sole
or a co-trustee (with sole voting power and shared dispositive power),
options to purchase shares of Common Stock of the Issuer exercisable within
60 days of the date of this report that have been granted to him in his
capacity as a director and executive officer of the Issuer, and shares of
Common Stock of the Issuer as to which he has been granted revocable voting
proxies.
(2) Based on 31,998,050 shares of Common Stock of the Issuer outstanding at
October 31, 2001 according to the Issuer's Quarterly Report on Form 10-Q for
the quarter ended September 30, 2001, plus 1,057,500 shares of Common Stock
issuable upon exercise of options owned by the Reporting Person that are
exercisable within 60 days of the date of this report.
Page 2 of 10 Pages
This Amendment No. 6 to the statement on Schedule 13D (this "Amendment")
amends and restates, in its entirety, the information previously provided by
Sidney Harman (the "Reporting Person"), regarding his beneficial ownership of
the common stock, par value $0.01 per share (the "Common Stock") of Harman
International Industries, Incorporated (the "Issuer"). The Reporting Person
has previously reported his beneficial ownership of Common Stock in an initial
statement on Schedule 13D, dated November 9, 1993, as amended by Amendment No. 1
thereto dated May 4, 1995; Amendment No. 2 thereto dated August 16, 1995;
Amendment No. 3 thereto dated May 6, 1996; Amendment No. 4 thereto dated May 7,
1996; and Amendment No. 5 thereto dated May 21, 1996.
The item numbers and responses thereto below are in accordance with the
requirements of Schedule 13D.
Item 1. Security and Issuer.
This Amendment relates to the Issuer's Common Stock. The Issuer's
principal executive office is located at 1101 Pennsylvania Avenue, N.W.,
Suite 1010, Washington D.C. 20004.
Item 2. Identity and Background.
(a) Sidney Harman
(b) 1101 Pennsylvania Avenue, N.W., Suite 1010
Washington, DC 20004
(c) Executive Chairman of the Issuer
(d) and (e): The Reporting Person has not, during the last five years,
been (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of a competent jurisdiction and as a result of such
proceeding was or it subject to a judgment, decree or final order enjoining
future violations of, or prohibiting activities subject to, federal or state
securities laws or finding any violation of such laws.
(f) USA
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person acquired the shares of Common Stock with personal
funds. From time to time, the Reporting Person may acquire additional shares
of Common Stock by, among other things, exercising options to acquire Common
Stock that have been granted to him or that are granted to him under the
Issuer's incentive compensation plans after the date of this filing. Under
certain of these plans, the Reporting Person is permitted to pay the aggregate
exercise price of stock options granted to him, and/or any required tax
withholdings, by either (i) delivering shares of Common Stock to the Issuer
and/or (ii) requesting the Issuer to withhold shares of Common Stock with a
fair market value equal to such exercise price and/or tax withholding, as
appropriate.
Page 3 of 10 Pages
Item 4. Purpose of Transaction.
The Reporting Person acquired and holds the Common Stock for investment
purposes. From time to time, the Reporting Person may acquire and dispose of
additional securities of the Issuer in open market or privately negotiated
transactions or through the exercise of stock options. In determining whether
to effect any of such transactions, the Reporting Person may consider various
factors, including his financial and estate planning requirements, and general
economic or market conditions.
Except as stated above, the Reporting Person has no current 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 (although the Reporting
Person reserves the right to formulate and propose any such plans or proposals
in the future).
Item 5. Interest in Securities of the Issuer.
(a) Aggregate Amount Beneficially
Owned by the Reporting Person: 2,525,047
Percent of Class: 7.6%
(b) Sole Voting Power: 2,525,047
Shared Voting Power: 0
Sole Dispositive Power: 2,215,828
Shared Dispositive Power: 122,994
The Reporting Person disclaims beneficial ownership of 186,225 shares of
Common Stock as to which he has been granted sole voting power pursuant to
revocable proxies from his three adult children and a trust controlled by
another of his adult children (see "Item 6 - Contracts, Arrangements,
Understandings or Relationship with Respect to Securities of the Issuer"
below).
(c) On November 12, 2001 the Reporting Person exercised options to
purchase 147,000 shares of Common Stock. In connection with such option
exercise, the Reporting Person delivered 60,210 shares of Common Stock to
the Issuer as payment of the exercise price and required tax withholdings.
Other than such option exercise, there have been no transactions in Common
Stock by the Reporting Person during the 60 days preceding the date of the
filing of this Amendment.
(d) Each of the three adult children of the Reporting Person and
the trust controlled by another of his adult children that have granted
proxies to the Reporting Person have the right to receive and direct the
receipt of dividends from, or the proceeds from the sale of shares of Common
Stock subject to the proxies.
(e) Not Applicable
Page 4 of 10 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with respect
to Securities of the Issuer.
In April 2001, the Reporting Person retained voting power with respect
to 186,225 shares of Common Stock pursuant to revocable proxies (each a
"Proxy" and collectively the "Proxies") granted to the Reporting Person by
three of his adult children and a trust controlled by one of his adult
children. The Proxies replace similar proxies previously granted to the
Reporting Person which were about to expire. The agreements under which
the Reporting Person was granted the Proxies are filed as exhibits in
response to Item 7 of this Amendment. The terms and conditions of the
Proxies are incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
The Proxies granted to the Reporting Person are attached hereto as Exhibits 1
through 4.
Exhibit No. Description
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1 Revocable Proxy from Lynn Harman.
2 Revocable Proxy from Gina Harman.
3 Revocable Proxy from Paul Harman.
4 Revocable Proxy from A.G. Edwards & Sons, Inc., as record
holder for Barbara L. Harman and William E. Cain, as Trustees,
of the Harman Nominee Trust Dated July 22, 1987.
Page 5 of 10 Pages
SIGNATURE
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.
Date: December 31, 2001 /s/ Sidney Harman
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Sidney Harman
Page 6 of 10 Pages
Exhibit 1
PROXY
The undersigned, being the record and beneficial owner of certain shares
of Common Stock, par value $0.01 per share ("Shares"), of Harman International
Industries, Incorporated, a Delaware corporation ("Company"), does hereby
constitute and appoint Sidney Harman ("Sidney Harman") as the undersigned's
lawful proxy, for the undersigned and in the undersigned's name and stead,
to vote (whether by ballot, by proxy, or otherwise) the Shares in such manner
as Sidney Harman may, in his sole discretion, deem necessary or advisable at
any meeting of the stockholders of the Company. This Proxy is effective
immediately, and will remain in full force and effect until revoked by the
undersigned (as it relates to some or all of the Shares) by written notice
given by the undersigned to Sidney Harman at the principal business address
of the Company not later than two business days prior to the effective date
of such revocation.
Dated: April 9, 2001 /s/ Lynn Harman
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Name: Lynn Harman
Page 7 of 10 Pages
Exhibit 2
PROXY
The undersigned, being the record and beneficial owner of certain shares
of Common Stock, par value $0.01 per share ("Shares"), of Harman International
Industries, Incorporated, a Delaware corporation ("Company"), does hereby
constitute and appoint Sidney Harman ("Sidney Harman") as the undersigned's
lawful proxy, for the undersigned and in the undersigned's name and stead,
to vote (whether by ballot, by proxy, or otherwise) the Shares in such manner
as Sidney Harman may, in his sole discretion, deem necessary or advisable at
any meeting of the stockholders of the Company. This Proxy is effective
immediately, and will remain in full force and effect until revoked by the
undersigned (as it relates to some or all of the Shares) by written notice
given by the undersigned to Sidney Harman at the principal business address
of the Company not later than two business days prior to the effective date
of such revocation.
Dated: April --, 2001 /s/ Gina Harman
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Name: Gina Harman
Page 8 of 10 Pages
Exhibit 3
PROXY
The undersigned, being the record and beneficial owner of certain shares
of Common Stock, par value $0.01 per share ("Shares"), of Harman International
Industries, Incorporated, a Delaware corporation ("Company"), does hereby
constitute and appoint Sidney Harman ("Sidney Harman") as the undersigned's
lawful proxy, for the undersigned and in the undersigned's name and stead,
to vote (whether by ballot, by proxy, or otherwise) the Shares in such manner
as Sidney Harman may, in his sole discretion, deem necessary or advisable at
any meeting of the stockholders of the Company. This Proxy is effective
immediately, and will remain in full force and effect until revoked by the
undersigned (as it relates to some or all of the Shares) by written notice
given by the undersigned to Sidney Harman at the principal business address
of the Company not later than two business days prior to the effective date
of such revocation.
Dated: April --, 2001 /s/ Paul Harman
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Name: Paul Harman
Page 9 of 10 Pages
Exhibit 4
PROXY
The undersigned brokerage firm ("Record Owner") holds (by and through
its nominee Cede & Co.), for and on behalf of Barbara L. Harman and
William E. Cain, Trustees, Harman Nominee Trust Dated July 22, 1987
("Customer") (Account No. 301-113242), shares Common Stock, par value
$0.01 per share ("Shares"), of Harman International Industries,
Incorporated, a Delaware corporation ("Company"). In accordance with
the Authorization executed below by the Customer, the Record Owner does
hereby constitute and appoint Sidney Harman ("Sidney Harman") as the Record
Owner's lawful proxy, for the Record Owner and in the Record Owner's name
and stead, to vote (whether by ballot, by proxy, or otherwise) the Shares
in such manner as Sidney Harman may, in his sole discretion, deem
necessary or advisable at any meeting of the stockholders of the Company.
This Proxy is effective immediately, and will remain in full force and
effect until revoked by the Record Owner (as it relates to some or all
of the Shares) by written notice duly authorized by the Customer and
given by the Record Owner to Sidney Harman at the principal business
address of the Company not later than two business days prior to the
effective date of such revocation.
Dated: April 25, 2001 Acknowledged by: A.G. EDWARDS & SONS, INC.
By: /s/ Virgil L. Chubbs
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Name: Virgil L. Chubbs
Title:Assistant Vice President
AUTHORIZATION
The undersigned does hereby consent to and authorize the foregoing
proxy.
Dated: April 12, 2001 HARMAN NOMINEE TRUST DATED JULY 22, 1987
By: Barbara L. Harman and William E. Cain,
as Trustees
/s/ Barbara L. Harman
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Barbara L. Harman, Trustee
/s/ William E. Cain
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William E. Cain, Trustee
Page 10 of 10 Pages