e425
Filed by Harman International Industries, Incorporated.
Pursuant to Rule 425 under the Securities Act of
1933 and Deemed Filed under Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: Harman International Industries, Incorporated.
Commission File No. 001-09764
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Harman International
PRESS RELEASE
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May 9, 2007
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FOR IMMEDIATE RELEASE |
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Contact Robert C. Ryan |
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Vice President Treasurer |
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Harman International Industries, Incorporated |
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202.393.1101 |
Harman International Industries
Names Paliwal as CEO, President and Vice Chairman
WASHINGTON, DC, May 9, 2007 Harman International Industries (NYSE: HAR), a leader in the
development, manufacture and marketing of audio products and automotive electronics systems,
announced today that Dinesh Paliwal has been named president, chief executive officer (CEO) and
vice chairman, effective July 1, 2007. He will join the Harman board at that time.
Paliwal, 49, is currently president, global markets and technology, and a member of the executive
committee of ABB Group (ABB: NYSE, SWX), a global technology and engineering company with $24
billion in annual revenues and operations in more than 100 countries. ABB is headquartered in
Zurich, Switzerland.
Dinesh Paliwal is a highly talented and motivated senior executive who has earned a global
reputation for management skill, said Dr. Sidney Harman, founder and executive chairman of Harman
International. He is superbly qualified to lead Harman International as the company enters the
next stage of its development.
Dr. Harman has served as CEO of Harman International on an interim basis since January 1, 2007. A
worldwide search to fill the position was conducted by Harman Internationals board with the
assistance of Spencer Stuart, the global executive recruiting firm.
Harman announced on April 26, 2007, that it had entered into a merger agreement with affiliates of
Kohlberg Kravis Roberts & Co. L.P. (KKR) and the GS Capital Partners unit of Goldman Sachs Group
Inc. in a transaction valued at approximately $8 billion. The transaction is subject
May 9, 2007
Page 2
to the approval of Harman International stockholders, customary closing conditions and regulatory
approvals, with closing expected in the third quarter of 2007.
Henry R. Kravis, Co-Founding Member of KKR, said, Dinesh Paliwal is the right executive to lead
Harman International as the company enters this new chapter in its history. We have been aware of
Dineshs talents and leadership skills for some time, and we are delighted that he will work
alongside Dr. Sidney Harman and the management team to capitalize on the many attractive
opportunities in Harmans markets.
Harman Internationals dedication to research and development, as well as its strict adherence to
quality manufacturing, are well known throughout the corporate world, Paliwal said. The
opportunity to lead a company with such high standards, worldwide reputation and outstanding growth
potential is extremely appealing. I look forward to working with Dr. Sidney Harman, whose passion
and pioneering spirit have made this company a market leader.
Paliwal advanced steadily since joining ABB in 1985 as a systems engineer and was soon promoted to
director of marketing and sales for the companys Asia Pacific region. He was promoted to vice
president, industries in 1994, when he relocated to Beijing, China, and then successfully headed
the companys worldwide process industries division from Zurich, Switzerland; the worldwide
industries division; and the worldwide automation technologies, both from Norwalk, Conn. In 2004,
he was named chairman and CEO of ABB North America and also the Chairman of ABBs publicly listed
Indian subsidiary. In 2006, he was elected to his current ABB position.
Prior to joining ABB, Paliwal served with Ballarpur Industries (BILT) in Yamunanagar, India;
AccuRay Corporation in Columbus, Ohio; and Combustion Engineering, in Melbourne, Australia and
Singapore. He received a BS degree in physics and chemistry from St. Johns College of Agra
University in Agra, India and an MS in paper science and engineering from the Indian Institute of
Technology, Roorkee, India. He also received an MS in applied science and engineering and an MBA
in finance, both from Miami University in Oxford, Ohio.
He is a member of the U.S. Business Roundtable and a director of the U.S. India Business Council
and the International Swimming Hall of Fame. He is also chairman of the National Foreign Trade
Council, a U.S.-based non-profit free trade organization, and serves as a director of Embarq
Corporation (NYSE: EQ). Until late 2006, Paliwal served as a director of the U.S. China Business
Council and an economic advisor to the Governor of Guangdong Province, China.
Paliwal, an American citizen, lives with his wife and two children in Greenwich, Conn.
Harman International designs, manufactures and markets a wide range of products for the automotive,
consumer and professional markets. Its brands include Harman Kardon®, JBL®, Mark Levinson® and
Infinity®. The company maintains a strong presence in the Americas, Europe and Asia and employs
more than 10,500 people. The Companys Stock is traded on the New York Stock Exchange under the
Symbol: HAR.
May 9, 2007
Page 3
Required Disclosure
The NYSE rules require the Company to make the following disclosure regarding equity awards made to
Mr. Paliwal.
Upon joining Harman International, Mr. Paliwal will receive the following equity awards: (1)
100,000 stock options (Stock Options) and 15,000 shares of restricted stock under the Companys
2002 Stock Option and Incentive Plan (Plan); (2) 33,575 shares of restricted stock outside of the
Plan, of which 15,000 vest 20% annually beginning on the first anniversary of the grant date and
18,575 vest on March 1, 2010; (3) 16,004 shares of restricted stock outside of the Plan, of which
5,169 vest on March 1, 2008, 5,418 vest on March 1, 2009 and 5,417 vest on March 1, 2010; and (4)
32,291 restricted share units (RSUs) outside of the Plan that vest on March 1, 2008, at which
time Mr. Paliwal is entitled to a cash payment equal to the greater of the fair market value of the
RSUs or $3,875,000.
If his employment is terminated by the Company without cause or by Paliwal for good reason, he will
be entitled to immediate vesting of the following: (1) a prorated number of unvested Stock Options
for the completed portion of the year of termination; (2) a prorated number of 48,575 shares of
restricted stock for the completed portion of the applicable vesting period, provided that a
minimum of 30,000 of the 48,575 shares of restricted stock will vest or have vested prior to the
termination of employment; and (3) all of the RSUs and remaining 16,004 shares of restricted stock.
For additional information regarding the terms of the equity awards to be granted to Paliwal, see
the Companys Current Report on Form 8-K to be filed with the Securities and Exchange Commission on
May 9, 2007.
Additional Information and Where To Find It
The parties to the merger agreement intend to file a registration statement that will include a
proxy statement/prospectus and other relevant documents in connection with the proposed
transaction. HARMAN INVESTORS ARE URGED TO READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors may
obtain a free copy of the proxy statement/prospectus (when it becomes available) and other filings
containing information about Harman and the merger, when available, from the SEC at the SECs web
site at http://www.sec.gov. In addition, copies of the proxy statement/prospectus and other
filings containing information about the Company and the merger can be obtained, when available,
without charge, by directing a request to Harman International Industries, Incorporated; Attention:
Investor Relations, 1101 Pennsylvania Ave., N.W., Suite 1010, Washington, DC 20004, or by telephone
at (202) 393-1101 or on Harmans website, www.harman.com.
May 9, 2007
Page 4
Forward Looking Information
This communication may contain forward looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Those forward looking statements include all statements
other than those made solely with respect to historical fact. Numerous risks, uncertainties and
other factors may cause actual results to differ materially from those expressed in any
forward-looking statements. These factors include, but are not limited to, (1) the occurrence of
any event, change or other circumstance that could give rise to the termination of the merger
agreement; (2) the outcome of any legal proceedings that may be instituted against Harman and
others following the announcement of the merger agreement; (3) the inability to complete the merger
due to the failure to obtain stockholder approval or the failure to satisfy other conditions to the
merger; (4) the failure to obtain the necessary financing arrangements set forth in the commitment
letter received in connection with the merger; (5) risks that the proposed transaction disrupts
current plans and operations and the potential difficulties in employee retention as a result of
the merger; and (6) other factors described in Harmans filings with the Securities and Exchange
Commission, including its reports on Forms 10-K, 10-Q and 8-K. Many of the factors that will
determine the outcome of the subject matter of this communication are beyond Harmans ability to
control or predict. Harman undertakes no obligation to revise or update any forward-looking
statements, or to make any other forward-looking statements, whether as a result of new
information, future results or otherwise.
Interests of Participants
The Company and its directors and executive officers and certain other members of management and
employees may be deemed to be participants in the solicitation of proxies from the Companys
stockholders in favor of the proposed transaction. Additional information regarding the interests
of potential participants in the proxy solicitation will be included in the definitive proxy
statement/prospectus and other relevant documents that Harman intends to file with the SEC in
connection with the scheduled special meeting of its stockholders.
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