09.05.2007 20:03:00
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Harman International Industries Names Paliwal as CEO, President and Vice Chairman
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 International’s 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 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
Dinesh’s 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 Harman’s markets.” "Harman International’s
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 company’s Asia Pacific region. He was
promoted to vice president, industries in 1994, when he relocated to
Beijing, China, and then successfully headed the company’s
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 ABB’s
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. John’s
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 Company’s
Stock is traded on the New York Stock Exchange under the Symbol: HAR.
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 Company’s 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 Company’s
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 SEC's 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 Harman’s
website, www.harman.com.
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 Harman’s 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 Harman’s
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 Company’s
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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