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KHI Parent Inc. – ‘S-4’ on 6/20/07

On:  Wednesday, 6/20/07, at 6:03am ET   ·   Accession #:  1047469-7-5079   ·   File #:  333-143892

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/20/07  KHI Parent Inc.                   S-4                   10:1.3M                                   Merrill Corp/New/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a              HTML   1.35M 
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 5: EX-23.4     Consent of Experts or Counsel                       HTML     10K 
 6: EX-99.4     Miscellaneous Exhibit                               HTML      9K 
 7: EX-99.5     Miscellaneous Exhibit                               HTML      9K 
 8: EX-99.6     Miscellaneous Exhibit                               HTML      9K 
 9: EX-99.7     Miscellaneous Exhibit                               HTML      9K 
10: EX-99.8     Miscellaneous Exhibit                               HTML      9K 

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TABLE OF CONTENTS

As filed with the Securities and Exchange Commission on June 20, 2007

Registration No. [            ]

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

KHI Parent Inc.
(Exact name of registrant as specified in its charter)

c/o Kohlberg Kravis Roberts & Co. L.P.
9 West 57^th Street, Suite 4200
New York, New York 10019
(212) 750-8300
(Address, including zip code, and telephone number, including area code, of registrants' principal executive offices)

Brian F. Carroll
President
9 West 57^th Street, Suite 4200
New York, New York 10019
(212) 750-8300
(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

        Approximate date of commencement of proposed exchange offer: As soon as practicable after this Registration Statement is declared effective.

        If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box.    o

        If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

(1)

Represents the maximum number of shares of common stock, par value $0.01 per share, of KHI Parent Inc. to be issued upon the completion of the merger (as described in the accompanying proxy statement/prospectus) in respect of shares of common stock, par value $0.01 per share, of Harman International Industries, Incorporated ("Harman").

(2)

Omitted in reliance on Rule 457(o) under the Securities Act of 1933, as amended (the "Securities Act").

(3)

Pursuant to rules 457(f) and 457(c) under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is equal to the product obtained by multiplying (1) $117.39, the average of the high and low sale prices of the common stock of Harman, as reported on the New York Stock Exchange, on June 18, 2007, by (2) 68,111,013, which represents the estimated number of shares of Harman common stock to be canceled in connection with the merger described in this proxy statement/prospectus assuming the exercise of Harman stock options and exchange of restricted stock units, minus $7,173,321,600, the estimated amount of cash to be paid by the registrant to Harman equity holders in the merger, assuming the maximum number of shares of common stock being registered are hereby issued upon completion of the merger in respect of shares of Harman common stock.

(4)

Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $30.70 per $1,000,000 of the proposed maximum aggregate offering price.

        The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this proxy statement/prospectus is not complete and may be changed. We may not sell the securities described herein until the registration statement filed with the Securities and Exchange Commission is declared effective. This proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 20, 2007

, 2007

Dear Harman International Stockholder:

        You are cordially invited to attend a special meeting of Harman International Industries, Incorporated stockholders to be held on [    •    ], 2007, starting at [    •    ] a.m., local time, at [    •    ].

        At the meeting, you will be asked to consider and vote upon a proposal to adopt a merger agreement under which Harman would be acquired by KHI Parent Inc. ("Parent"), a company formed by investment funds affiliated with Kohlberg Kravis Roberts & Co. L.P. ("KKR") and GS Capital Partners VI Fund, L.P. and its related funds, which are sponsored by Goldman, Sachs & Co. ("GSCP").

        If the merger agreement is adopted by our stockholders and the merger is completed, as a stockholder you will be entitled to receive $120.00 in cash, without interest, for each share of Harman common stock owned by you at the completion of the merger. As an alternative to receiving the $120.00 per share, you have the opportunity to elect, on a purely voluntary basis, to exchange some or all of your shares of Harman common stock, on a one-for-one basis, for shares of common stock of Parent, which will own Harman after the merger is completed. The right to elect to receive shares of Parent common stock is available to all Harman stockholders and option holders. However, the number of Parent shares you will receive may be less than you requested in the event that elections to receive shares of Parent common stock would require Parent to issue more than 8,333,333 shares of Parent common stock. This number of Parent shares represents approximately 27% of the equity interests in Parent that will be outstanding immediately following the merger based on the expected equity financing for the merger. If the total elections for Parent shares exceed that maximum number, then the shares of Parent common stock will be allocated to electing Harman stockholders and option holders on a pro rata basis and the remaining Harman shares and options will be converted into cash.

        Parent common stock issued in the merger will not be listed on any national securities exchange. Parent has agreed, however, to file certain reports with the Securities and Exchange Commission for a period of two years following the closing of the merger.

        Harman's board of directors, upon the recommendation of a committee of independent directors, has unanimously approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, determined that the terms of the merger agreement are fair to, and in the best interests of, Harman and its stockholders and resolved to recommend that Harman stockholders vote in favor of the adoption of the merger agreement.

        Accordingly, our board of directors unanimously recommends that you vote FOR the adoption of the merger agreement and FOR the adjournment of the special meeting, if necessary or appropriate to solicit additional proxies. Our board of directors is not making any recommendation as to whether any stockholder should elect to receive shares of Parent common stock instead of the cash consideration.

        Your vote is very important, regardless of the number of shares of common stock you own. We cannot complete the merger unless the merger agreement is adopted by the holders of a majority of the outstanding shares of our common stock. If you do not vote on the proposal to adopt the merger agreement, this has the same effect as a vote by you against the adoption of the merger agreement.

        The enclosed proxy statement/prospectus provides you with detailed information about the special meeting, the merger agreement, the merger and other related matters. A copy of the merger agreement is included as Annex A to this document. We encourage you to read this proxy statement/prospectus and the merger agreement carefully and in their entirety. In particular, you should carefully consider the discussion in the section of the enclosed proxy statement/prospectus entitled "Risk Factors" beginning on page 30. You may also obtain more information about Harman from documents we file with the Securities and Exchange Commission.

        Whether or not you plan to attend the special meeting, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the accompanying reply envelope, or submit your proxy through the Internet or by telephone. If you have Internet access, we encourage you to record your vote through the Internet. If you attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted.

        Thank you in advance for your continued support.

		Sincerely,
		Sidney Harman Executive Chairman

        Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved of the Parent common stock to be issued in connection with the merger or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated [    •    ], 2007,
and is first being mailed to Harman stockholders on or about [    •    ], 2007.

Harman International Industries, Incorporated
1101 Pennsylvania Avenue, N.W., Suite 1010
Washington, D.C. 20004

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [    •    ], 2007

To the Stockholders of Harman International Industries, Incorporated:

        A special meeting of stockholders of Harman International Industries, Incorporated, a Delaware corporation ("Harman"), will be held on [    •    ], 2007, starting at [    •    ] a.m., local time, at [    •    ], for the following purposes:

        1.     To consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of April 26, 2007, as it may be amended from time to time (the "merger agreement"), among KHI Parent Inc., a Delaware corporation ("Parent"), KHI Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Harman.

        2.     To consider and vote on any proposal to adjourn the special meeting to a later date or time, if necessary or appropriate to solicit additional proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes at the time of such adjournment to adopt the merger agreement.

        These items of business are described in the enclosed proxy statement/prospectus. Our board of directors has designated the close of business on [    •    ], 2007 as the record date for the purpose of determining the stockholders who are entitled to receive notice of, and to vote at, the special meeting and any adjournments or postponements of the special meeting. Only stockholders of record at the close of business on the record date are entitled to notice of, and to vote at, the special meeting and at any adjournment or postponement thereof.

        Our board of directors, upon the recommendation of a committee of independent directors, has unanimously approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, determined that the terms of the merger agreement are fair to, and in the best interests of, Harman and its stockholders and resolved to recommend that Harman stockholders vote in favor of the adoption of the merger agreement.

        THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ADOPTION OF THE MERGER AGREEMENT AND FOR THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE TO SOLICIT ADDITIONAL PROXIES. THE BOARD OF DIRECTORS IS NOT MAKING ANY RECOMMENDATION AS TO WHETHER ANY STOCKHOLDER SHOULD ELECT TO RECEIVE SHARES OF PARENT COMMON STOCK INSTEAD OF THE CASH CONSIDERATION.

        Your vote is important.    The adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock. Your failure to vote in person at the special meeting or to submit your proxy through the Internet or by telephone or to submit a signed proxy card will have the same effect as a vote by you against the adoption of the merger agreement. Properly executed proxy cards with no instructions indicated on the proxy card will be voted FOR the adoption of the merger agreement and FOR the adjournment of the special meeting, if necessary or appropriate to solicit additional proxies. Even if you plan to attend the special meeting in person, we request that you complete, sign, date and return the enclosed proxy, or submit your proxy through the Internet or by telephone, prior to the special meeting to ensure that your shares will be

represented at the special meeting if you are unable to attend. If you have Internet access, we encourage you to record your vote through the Internet. If you hold your shares in "street name," which means through a bank, broker or other custodian, you must obtain a legal proxy from this custodian in order to vote in person at the special meeting. Additionally, you should check the voting form used by that custodian to determine whether you will be able to submit your proxy through the Internet or by telephone.

        If you attend the special meeting, you may revoke your proxy and vote in person, even if you have previously returned your proxy card or submitted your proxy through the Internet or by telephone. If your shares are held by a bank, broker, or other custodian, and you plan to attend the special meeting, please bring to the special meeting your statement evidencing your beneficial ownership of common stock. Please carefully review the instructions in the enclosed proxy statement/prospectus and the enclosed proxy card or the information forwarded by your bank, broker or other custodian regarding each of these options.

        If you are a participant in the Harman Retirement Savings Plan and any part of your account under the plan is invested in Harman common stock, instructions on how to provide voting instructions to the trustee are included with the enclosed proxy statement/prospectus.

        Stockholders who do not vote in favor of the adoption of the merger agreement will have the right to seek appraisal of the fair value of their shares of Harman common stock if the merger is completed, but only if they deliver a demand for appraisal before the vote is taken on the merger agreement and comply with all applicable requirements of Delaware law, which are summarized in the enclosed proxy statement/prospectus.

        The list of stockholders entitled to vote at the special meeting will be available for inspection at our principal executive offices at Harman International Industries, Incorporated, 1101 Pennsylvania Avenue, N.W., Suite 1010, Washington, D.C. 20004, beginning ten days prior to the date of the special meeting and continuing through the meeting. This list will also be available for inspection at the special meeting.

		By Order of the Board of Directors
		Edwin C. Summers Secretary
Washington, D.C. [•], 2007

THIS PROXY STATEMENT/PROSPECTUS INCORPORATES ADDITIONAL INFORMATION

        This proxy statement/prospectus incorporates important business, financial and other information about Harman from other documents filed by Harman with the Securities and Exchange Commission, or the SEC, that is not included in, or delivered with, this proxy statement/prospectus. For more information regarding the documents incorporated by reference into this proxy statement/prospectus, see "Where You Can Find More Information" beginning on page 135.

        You may obtain copies of the documents incorporated by reference into this proxy statement/prospectus, without charge, by requesting them in writing or by telephone from Harman at the following address and telephone number:

Harman International Industries, Incorporated
1101 Pennsylvania Ave., N.W., Suite 1010
Washington, D.C. 20004
Attn: Investor Relations
Telephone: (202) 393-1101

        In addition, if you have questions about the merger or the special meeting, or if you need to obtain copies of this proxy statement/prospectus, proxy cards, election forms or other documents incorporated by reference into this proxy statement/prospectus, you may contact MacKenzie Partners, Inc., Harman's proxy solicitor, at the address and telephone number listed below. You will not be charged for any of the documents you request.

MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
Telephone: (800) 322-2885

        If you are a participant in the Harman Retirement Savings Plan and any part of your account is invested in Harman common stock, and you have questions regarding how to provide voting instructions to the trustee of the plan with respect to these shares, you may contact the trustee at the address and telephone number listed below.

Mercer Trust Company
Investors Way
Norwood, Massachusetts 02062
Telephone: (857) 362-6034

        To receive timely delivery of the documents before the special meeting, you must request them no later than [    •    ], 2007.

TABLE OF CONTENTS

i

ii

iii

iv

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

        The following questions and answers are intended to address briefly some commonly asked questions regarding the merger, the merger agreement and the special meeting. These questions and answers do not address all questions that may be important to you as a Harman stockholder. Please refer to the "Summary Term Sheet" beginning on page 7 and the more detailed information contained elsewhere in this proxy statement/prospectus, the annexes to this proxy statement/prospectus and the documents incorporated by reference into this proxy statement/prospectus, which you should read carefully. Unless otherwise indicated or the context requires otherwise, all references in this document to "Harman" refer to Harman International Industries, Incorporated and its subsidiaries; all references to "Parent" refer to KHI Parent Inc.; all references to "Merger Sub" refer to KHI Merger Sub Inc., a wholly owned subsidiary of Parent; all references to "Holdings" refer to KHI Holdings LP, a Delaware limited partnership that controls Parent; all references to the "merger agreement" refer to the Agreement and Plan of Merger, dated as of April 26, 2007, among Harman, Parent and Merger Sub, a copy of which is attached as Annex A to this proxy statement/prospectus, as it may be amended from time to time; and all references to the "merger" refer to the merger contemplated by the merger agreement.

Q:

What is the proposed transaction?

A:

The proposed transaction is the merger of Harman with Merger Sub, a company formed by investment funds affiliated with Kohlberg Kravis Roberts & Co. L.P. ("KKR") and GS Capital Partners VI Fund, L.P. and its related funds, which are sponsored by Goldman, Sachs & Co. ("GSCP"). KKR and GSCP are collectively referred to in this document as the Sponsors. If the merger agreement is adopted by Harman stockholders and the other closing conditions to the merger are satisfied or waived, Merger Sub will merge with and into Harman. Harman will be the surviving corporation in the merger and will become a wholly owned subsidiary of Parent.

Q:

What will I receive for my shares of Harman common stock in the merger?

A:

Under the terms of the merger agreement, you will receive $120.00 in cash, without interest and less any required withholding taxes (the "Cash Consideration"), for each share of Harman common stock that you own at the completion of the merger. Alternatively, with respect to some or all of your shares of Harman common stock, you may elect to receive, instead of the Cash Consideration, one share of common stock of Parent, the company that will own Harman upon completion of the merger, for each share of Harman common stock. The right to elect to receive shares of Parent common stock is available to all Harman stockholders and option holders. However, the number of Parent shares you will receive may be less than you requested in the event that elections to receive shares of Parent common stock would require Parent to issue more than 8,333,333 shares of Parent common stock. If the total elections for Parent shares exceed that maximum number, then the shares of Parent common stock will be allocated to electing Harman stockholders and option holders on a pro rata basis and the remaining Harman shares and options will be converted into cash. If proration is necessary (a) Harman stockholders will receive the Cash Consideration for any shares of Harman common stock not converted into Parent common stock and (b) Harman option holders will receive a cash payment equal to the number of shares of Harman common stock underlying the options not converted into Parent common stock, multiplied by the amount (if any) by which $120.00 exceeds the exercise price, without interest and less any required withholding taxes. If you make an election to receive shares of Parent common stock in connection with the merger, the actual mix of consideration you will receive will not be known until after all elections have been made because only 8,333,333 shares of Parent common stock will be issued in connection with the merger.

The shares of Parent common stock will be registered with the SEC. While shares of Parent common stock will be freely transferable (subject to limitations applicable to holders deemed to be affiliates of Harman or Parent), the Parent common stock will not be listed on any national securities exchange upon completion of the merger. If you do not elect to receive any shares of

Parent common stock, you will no longer have any interest in Harman's future earnings or growth following completion of the merger.

Q:

When and where is the special meeting?

A:

The special meeting of stockholders of Harman will be held on [    •    ], 2007, starting at [    •    ] a.m., local time, at [    •    ].

Q:

What matters will be voted on at the special meeting?

A:

You will be asked to consider and vote on the following proposals:

•

to adopt the merger agreement; and

•

to approve the adjournment of the special meeting, if necessary or appropriate to solicit additional proxies if there are insufficient votes at the time of the meeting to adopt the merger agreement.

Q:

How does Harman's board of directors recommend that I vote on the proposals?

A:

Harman's board of directors recommends that you vote:

•

FOR the proposal to adopt the merger agreement; and

•

FOR the adjournment proposal.

In considering the recommendation of Harman's board of directors with respect to the merger agreement, you should be aware that some of Harman's directors and executive officers have interests in the merger that are different from, or in addition to, the interests of Harman stockholders generally. See "The Merger—Interests of Harman's Directors and Executive Officers in the Merger" beginning on page 57.

Harman's board of directors is not making any recommendation as to whether Harman stockholders or option holders should elect to receive shares of Parent common stock in the merger. You are encouraged to review all of the information included or incorporated by reference in this proxy statement/prospectus before making a decision with respect to the proposal to adopt the merger agreement and whether to elect to receive Parent common stock instead of cash. You should consult with your tax, financial or other advisors regarding these matters.

Q:

When is the merger expected to be completed?

A:

Harman anticipates that the merger will be completed in the third quarter of calendar year 2007. However, Harman cannot predict the exact timing of the completion of the merger or whether the merger will be completed. In order to complete the merger, Harman stockholders must adopt the merger agreement, and other closing conditions under the merger agreement must be satisfied or waived, as permitted by law.

Q:

What happens if the merger is not completed?

A:

If the merger agreement is not adopted by Harman stockholders or if the merger is not completed for any other reason, stockholders will not receive any payment for their shares in connection with the merger. Instead, Harman would remain an independent public company and shares of Harman common stock would continue to be listed and traded on the New York Stock Exchange, or NYSE. Under specified circumstances, Parent may be required to pay Harman a termination fee or Harman may be required to pay the Sponsors a termination fee or reimburse the Sponsors for their out-of-pocket expenses as described under the caption "The Merger Agreement—Termination Fees and Expenses" beginning on page 99.

2

Q:

Who is entitled to vote at the special meeting?

A:

All holders of Harman common stock as of the close of business on [    •    ], 2007, the record date for the special meeting, are entitled to vote at the special meeting. As of the record date, there were [    •    ] shares of Harman common stock outstanding. There were approximately [    •    ]record holders of Harman common stock on the record date. Every holder of Harman common stock is entitled to one vote for each such share the stockholder held as of the record date.

Space limitations make it necessary to limit attendance at the special meeting to stockholders entitled to vote at the special meeting. Registration will begin at [    •    ] a.m., local time. If you attend, please note that you may be asked to present valid picture identification. "Street name" holders, which are holders who hold their shares through a bank, broker or other custodian, will need to bring a copy of a brokerage statement reflecting stock ownership as of the record date. Cameras, recording devices and other electronic devices are not permitted at the meeting.

Q:

What vote is required for Harman stockholders to adopt the merger agreement?

A:

An affirmative vote of the holders of a majority of all outstanding shares of Harman common stock entitled to vote on the matter is required to adopt the merger agreement.

Q:

What vote is required for Harman stockholders to approve the proposal to adjourn the special meeting, if necessary or appropriate to solicit additional proxies?

A:

The proposal to adjourn the special meeting, if necessary or appropriate to solicit additional proxies, requires the affirmative vote of the holders of a majority of the shares of Harman common stock present or represented by proxy at the meeting and entitled to vote on the matter.

Q:

How and when do I make an election to receive shares of Parent common stock?

A:

An election form package is being mailed with this proxy statement/prospectus to all holders of Harman common stock as of the record date. If you become a holder of Harman common stock after the record date, an election form package will be mailed to you upon request by contacting Harman or the proxy solicitor. See the page at the front of this proxy statement/prospectus immediately before the table of contents for information regarding the telephone number and address of each of Harman and the proxy solicitor.

The election form package will contain a form for you to complete in the event you would like to make an election to receive shares of Parent common stock for some or all of your shares of Harman common stock. The election form package also will contain instructions on how to complete the form, along with questions and answers relating to the election process. Holders of Harman stock options granted under Harman's benefit plans will have the ability to participate in the same election for Parent common stock. The deadline for making an election is 5:00 p.m., New York City time, on [    •    ], the last business day before the date of the special meeting.

Q:

May I submit an election form to receive shares of Parent common stock even if I do not vote to adopt the merger agreement?

A:

Yes. You may submit an election form even if you vote against the adoption of the merger agreement or abstain or do not register any vote with respect to the adoption of the merger agreement. However, to be valid, your election form must be received by Mellon Investor Services LLC, as the exchange agent, prior to 5:00 p.m., New York City time, on [    •    ], 2007, the last business day before the date of the special meeting.

Q:

What happens if I sell my shares of Harman stock before the special meeting?

A:

The record date of the special meeting is earlier than the special meeting and the date that the merger is expected to be completed. If you sell your shares of Harman common stock after the

3

record date but before the special meeting, you will retain your right to vote at the special meeting, but will have transferred your right to receive the merger consideration. In order to receive the merger consideration, you must hold your shares through completion of the merger.

Q:

How do I vote?

A:

You may have your shares voted by signing and dating each proxy card you receive and returning it in the enclosed prepaid envelope or as described below if you hold your shares in "street name." You may also vote in person at the special meeting. If you return your signed proxy card, but do not mark the boxes showing how you wish to vote, your shares will be voted FOR the proposal to adopt the merger agreement and FOR the adjournment proposal.

Q:

How can I revoke or change my vote?

A:

If you submit your proxy by mail, through the Internet or by telephone, you may revoke your proxy at any time before the vote is taken at the special meeting in any of the following ways:

•

by submitting a subsequent later-dated proxy by mail before it is voted at the special meeting;

•

through the Internet or by telephone before the deadlines for voting described in the section of this proxy statement/prospectus entitled "The Special Meeting—Proxies and Revocation" beginning on page 45;

•

by giving written notice to Harman's Corporate Secretary at 1101 Pennsylvania Ave., N.W., Suite 1010, Washington, D.C. 20004 that is actually received by Harman's Corporate Secretary prior to the special meeting; or

•

by voting in person at the special meeting.

Your attendance at the special meeting does not automatically revoke your proxy. If you have instructed your broker to vote your shares, the above-described options for revoking your proxy do not apply. Instead, you must follow the directions provided by your broker to change your vote.

Q:

Can I vote through the Internet or by telephone?

A:

If you hold your shares in your name as a stockholder of record, you may have your shares voted through the Internet or by telephone by following the instructions included with your proxy card. If your shares are held by your broker, bank or other custodian, often referred to as held in "street name," please check your proxy card or contact your broker, bank or other custodian to determine whether you will be able to have your shares voted through the Internet or by telephone.

Q:

My shares are held in "street name" by my broker, bank or other custodian. Will my broker, bank or other custodian vote my shares for me?

A:

Your broker, bank or other custodian will only be permitted to vote your shares if you instruct your broker, bank or other custodian how to vote. You should follow the procedures provided by your broker, bank or other custodian regarding the voting of your shares. If you do not instruct your broker, bank or other custodian how to vote your shares, your shares will not be voted and the effect will be the same as a vote against the adoption of the merger agreement, but will not have an effect on the proposal to adjourn the special meeting.

Q:

What do I do if I have money invested in the Harman Stock Fund under the Harman Retirement Savings Plan?

A:

If you participate in the Harman Stock Fund of the Harman Retirement Savings Plan, you may give voting instructions to the trustee for the plan (the "Trustee") by completing and returning the voting instructions that are included with this proxy statement/prospectus. Your instructions tell the Trustee how to vote the number of shares of Harman common stock representing your proportionate interest in the Harman Stock Fund that you are entitled to vote under the plan (the

4

"Plan Shares"). Any such instruction will be kept confidential. The Trustee will vote your Plan Shares in accordance with your duly executed and delivered voting instructions. If you do not provide the Trustee valid and timely voting instructions, the Trustee will vote your Plan Shares in the same proportion as the Plan Shares for which the Trustee received valid and timely voting instructions from the other participants in the Harman Stock Fund. For example, if an instruction to vote FOR the adoption of the merger agreement was received with respect to 80% of the Plan Shares for which a valid and timely election was made, the Trustee will also vote FOR the adoption of the merger agreement with respect to 80% of the Plan Shares for which no instructions have been received.

Your voting instructions must be received by the Trustee by 5:00 p.m., New York City time, on [    •    ], 2007. Instructions on how to deliver your voting instructions are included with this proxy statement/prospectus. You may revoke previously given voting instructions prior to 5:00 p.m., New York City time, on [    •    ], 2007.

Q:

What do I do if I receive more than one proxy card or set of voting instructions?

A:

If you hold shares in both "street name" and directly as a record holder, or if you have money invested in the Harman Stock Fund of the Harman Retirement Savings Plan, you may receive more than one proxy card and/or set of voting instructions relating to the special meeting. Please sign, date and return separately all of the proxy cards that you receive (or submit your proxy through the Internet or by telephone) to ensure that all of your shares are voted.

Q:

How are votes counted?

A:

For the proposal to adopt the merger agreement, you may vote FOR, AGAINST or ABSTAIN. Abstentions will not be counted as votes cast or shares voting on the proposal to adopt the merger agreement, but will count for the purpose of determining whether a quorum is present at the special meeting. If you abstain or fail to vote, it will have the same effect as a vote against the adoption of the merger agreement. In addition, if your shares are held in the name of a broker, bank or other custodian, your broker, bank or other custodian will not vote your shares in the absence of specific instructions from you. These non-voted shares, or "broker non-votes," will be counted for purposes of determining a quorum, but will have the same effect as a vote against the adoption of the merger agreement.

For the proposal to adjourn the special meeting, if necessary or appropriate to solicit additional proxies, you may vote FOR, AGAINST or ABSTAIN. Abstentions and broker non-votes will count for the purpose of determining whether a quorum is present at the special meeting, but abstentions and broker non-votes will not count as shares present and entitled to vote on the proposal to adjourn the meeting. As a result, abstentions and broker non-votes will have no effect on the vote to adjourn the meeting, which requires the vote of the holders of a majority of the shares of Harman common stock present or represented by proxy at the meeting and entitled to vote on the proposal.

If you sign your proxy card without indicating your vote, your shares will be voted FOR the adoption of the merger agreement and FOR the adjournment of the special meeting, if necessary or appropriate to solicit additional proxies.

Q:

Should I send in my stock certificates now with my proxy card?

A:

No. Unless you are making an election to receive shares of Parent common stock for some or all of your shares of Harman common stock (in which case you should send your stock certificates along with your election form according to the instructions in the election form package), please DO NOT send your stock certificates in now. After the merger is completed, you will be sent a letter of transmittal with detailed written instructions for exchanging your Harman common stock certificates for the Cash Consideration. If your shares are held in "street name" by your broker,

5

bank or other custodian, you will receive instructions from your broker, bank or other custodian as to how to effect the surrender of your "street name" shares in exchange for the merger consideration. Please do not send your certificates in now if you are not electing to receive shares of Parent common stock in the merger for some or all of your shares.

If you elect to receive Parent common stock instead of the Cash Consideration for some or all of your Harman common stock in the merger, you will be required to complete the election form and deliver the certificate or certificates representing your shares of Harman common stock as to which you make an election to the exchange agent no later than 5:00 p.m., New York City time, on [    •    ], the last business day before the date of the special meeting. See "Election to Receive Parent Common Stock" beginning on page 102 for more information regarding the election form and how to deliver the certificates representing your shares of Harman common stock as to which you are making an election to receive Parent common stock.

Q:

Am I entitled to exercise appraisal rights?

A:

Yes. As a holder of Harman common stock you are entitled to appraisal rights under Delaware law in connection with the merger if you meet certain conditions, which are described in this proxy statement/prospectus under the caption "Dissenters' Rights of Appraisal" beginning on page 111.

Q:

How can I obtain additional information about Harman?

A:

Harman will provide a copy of its Annual Report on Form 10-K for the fiscal year ended June 30, 2006, excluding certain of its exhibits, and other documents incorporated by reference in this proxy statement/prospectus without charge to any stockholder who makes a request to Investor Relations, Harman International Industries, Incorporated, 1101 Pennsylvania Ave., N.W., Suite 1010, Washington, D.C. 20004, at (202) 393-1101. Harman's Annual Report on Form 10-K and other SEC filings also may be accessed on the Internet at http://www.sec.gov or on the Investor Information page of Harman's website at http://www.harman.com. The information provided on Harman's website is not part of this proxy statement/prospectus and is not incorporated by reference into this document. For a more detailed description of the information available, please refer to "Where You Can Find More Information" on page 135.

Q:

Who can help answer my questions?

A:

If you have additional questions about the merger after reading this proxy statement/prospectus, please call Harman's proxy solicitor, MacKenzie Partners, Inc., toll-free at (800) 322-2885 (banks and brokerage firms may call collect at (212) 929-5500). If your broker holds your shares, you should also call your broker for additional information.

Q:

What do I need to do now?

A:

You are urged to read this proxy statement/prospectus carefully, including its annexes and the information incorporated by reference, and to consider how the merger affects you. Even if you plan to attend the special meeting, if you hold your shares in your own name as the stockholder of record, please vote your shares by completing, signing, dating and returning the enclosed proxy card, using the Internet voting instructions printed on your proxy card or using the telephone number printed on your proxy card. You can also attend the special meeting and vote, or change your prior vote, in person. If you hold your shares in "street name" through a broker, bank or other custodian, then you should have received this proxy statement/prospectus from the custodian, along with the custodian's proxy card which includes voting instructions and instructions on how to change your vote.

Please note that in order to make a valid election to receive Parent common stock in the merger for some or all of your Harman shares, you must take action before the special meeting. Please refer to the separate section of this proxy statement/prospectus which describes the procedures related to the election to receive shares of Parent common stock entitled "Election to Receive Parent Common Stock" beginning on page 102. Please also refer to the election form package being mailed with this proxy statement/prospectus as that package will have detailed instructions regarding how to make a timely and valid election for shares of Parent common stock.

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SUMMARY TERM SHEET

        The following summary highlights selected information in this proxy statement/prospectus and may not contain all the information that may be important to you. Accordingly, you are encouraged to read this proxy statement/prospectus carefully and in its entirety, including its annexes and the documents incorporated by reference in this proxy statement/prospectus. Each item in this summary includes a page reference directing you to a more complete description of that topic. See "Where You Can Find More Information" on page 135.

Parties to the Merger (Page 43)

Harman International Industries, Incorporated

Harman International Industries, Incorporated
1101 Pennsylvania Ave., N.W., Suite 1010
Washington, D.C. 20004
(202) 393-1101

        Harman designs, manufactures and markets high-quality, high fidelity audio products and electronic systems for the automotive, consumer and professional markets. Harman has developed, both internally and through a series of strategic acquisitions, a broad range of product offerings sold in its principal markets under renowned brand names, including Harman/Kardon®, JBL®, Mark Levinson®, Infinity®, Becker®, AKG®, Revel®, Crown® and Lexicon®.

KHI Parent Inc.

KHI Parent Inc.
c/o Kohlberg Kravis Roberts & Co. L.P.
9 West 57^th Street, Suite 4200
New York, New York 10019
(212) 750-8300

        KHI Parent Inc., referred to herein as Parent, is a Delaware corporation indirectly controlled by investment funds affiliated with Kohlberg Kravis Roberts & Co. L.P. ("KKR") and GS Capital Partners VI Fund, L.P. and its related funds, which are sponsored by Goldman, Sachs & Co. ("GSCP"). KKR and GSCP are collectively referred to herein as the Sponsors. Parent was formed solely for the purpose of acquiring Harman and has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement.

KHI Merger Sub Inc.

KHI Merger Sub Inc.
c/o Kohlberg Kravis Roberts & Co. L.P.
9 West 57^th Street, Suite 4200
New York, New York 10019
(212) 750-8300

        KHI Merger Sub Inc., referred to herein as Merger Sub, is a Delaware corporation and wholly owned subsidiary of Parent. Merger Sub was formed solely for the purpose of facilitating Parent's acquisition of Harman. Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement. Upon completion of the proposed merger, Merger Sub will merge with and into Harman and will cease to exist, with Harman continuing as the surviving corporation.

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The Merger (Page 48)

        Under the merger agreement, Merger Sub will be merged with and into Harman. Harman will be the surviving corporation in the merger. Following the merger, Harman will cease to be an independent, publicly traded company and will become a private company and a wholly owned subsidiary of Parent. As the surviving corporation following the merger, Harman will continue to do business as "Harman International Industries, Incorporated."

Merger Consideration; Election to Receive Parent Common Stock Instead of Cash (Page 81)

        If the merger is completed, each outstanding share of Harman common stock, other than any shares held by Harman or Parent, or shares in respect of which a Harman stockholder has validly exercised appraisal rights, will be converted into the right to receive $120.00 in cash, without interest and less any required withholding taxes. This per share cash amount is referred to as the Cash Consideration. Instead of the Cash Consideration, holders of Harman common stock have the right, with respect to some or all of their shares, to elect to receive one share of common stock of Parent (which will own Harman after completion of the merger), for each share of Harman common stock that they own. The right to elect to receive shares of Parent common stock is available to all Harman stockholders and option holders. However, the number of Parent shares you will receive may be less than you requested in the event that elections to receive shares of Parent common stock would require Parent to issue more than 8,333,333 shares of Parent common stock. This number of Parent shares represents approximately 27% of the equity interests in Parent that will be outstanding immediately following the merger based on the expected equity financing for the merger. If the total elections for Parent shares exceed that maximum number, then the shares of Parent common stock will be allocated to electing Harman stockholders and option holders on a pro rata basis and the remaining Harman shares and options will be converted into cash. If proration is necessary, (a) Harman stockholders will receive the Cash Consideration for any shares of Harman common stock not converted into Parent common stock and (b) Harman option holders will receive a cash payment equal to the number of shares of Harman common stock underlying the options not converted into Parent common stock multiplied by the amount (if any) by which $120.00 exceeds the exercise price, without interest and less any required withholding taxes. If you make an election to receive shares of Parent common stock in connection with the merger, the actual mix of consideration you will receive will not be known until after all elections have been made because only 8,333,333 shares of Parent common stock will be issued to electing Harman stockholders and option holders in connection with the merger.

Effective Time; Marketing Period (Page 80)

        Harman currently anticipates that the merger will be completed in the third quarter of calendar year 2007. However, Harman cannot predict the exact timing of the completion of the merger or whether the merger will be completed. In order to complete the merger, Harman stockholders must adopt the merger agreement, and the other closing conditions under the merger agreement must be satisfied or waived. In addition, Parent is not obligated to complete the merger until the expiration of a 20-business-day "marketing period" that it may use to complete its financing for the merger. See "The Merger Agreement—Effective Time; Marketing Period" and "The Merger Agreement—Conditions to the Merger" beginning on pages 80 and 97.

The Special Meeting (Page 44)

        Date, Time and Place.    The special meeting will be held on [    •    ], 2007, starting at [    •    ] a.m., local time, at [    •    ].

        Purpose.    You will be asked to consider and vote upon (a) the adoption of the merger agreement and (b) the adjournment of the special meeting to a later date, if necessary or appropriate to solicit

8

additional proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes at the time of the meeting to adopt the merger agreement.

        Record Date and Quorum.    You are entitled to vote at the special meeting if you owned shares of Harman common stock at the close of business on [    •    ], 2007, the record date for the special meeting. You will have one vote for each share of Harman common stock that you owned on the record date. As of the record date, there were [    •    ] shares of Harman common stock outstanding and entitled to vote. A majority of the shares of Harman common stock issued and outstanding and entitled to vote at the special meeting constitutes a quorum for the purpose of considering the proposals to be voted upon at the special meeting.

        Vote Required.    The adoption of the merger agreement requires the affirmative vote of the holders of a majority of outstanding shares of Harman common stock entitled to vote on the matter. Approval of any proposal to adjourn the special meeting requires the affirmative vote of the holders of a majority of the shares of Harman common stock present in person or represented by proxy at the special meeting and entitled to vote on the matter.

        Common Stock Ownership of Directors and Executive Officers.    As of the record date, the directors and executive officers of Harman held and were entitled to vote, in the aggregate, [    •    ] shares of Harman common stock, representing [    •    ]% of the shares of Harman common stock entitled to vote at the special meeting.

        Voting and Proxies.    If you are a record holder of shares of Harman common stock, you may submit your proxy, or vote, in any of the following ways:

•

By Internet:    Go to the website www.[    •    ].com, as shown on your proxy card, at any time until [    •    ] , New York City time, on [    •    ], 2007, and follow the instructions.



•

By Telephone:    Call the toll-free number, 1-[    •    ], from a touch-tone telephone in the United States or Canada at any time until [    •    ], New York City time, on [    •    ], 2007. Follow the instructions on your proxy card and the voice prompts on the telephone.



•

By Mail:    Mark your vote, sign and date your proxy card and return it in the enclosed envelope. If you received more than one proxy card (which means that you have shares in more than one account), you must mark, sign, date and return each of them or use an alternative voting method.



•

In Person:    You may vote by ballot at the special meeting or send a representative with an appropriate proxy.

        If your shares of Harman common stock are held in "street name" by your broker, you should instruct your broker on how to vote your shares using the instructions provided by your broker. If you do not provide your broker with instructions, your shares will not be voted. A decision by you not to vote your shares has the same effect as a vote against the adoption of the merger agreement.

        Revocability of Proxy.    If you submit your proxy by mail, through the Internet or by telephone, you may revoke your proxy at any time before the vote is taken at the special meeting in any of the following ways:

•

by submitting a subsequent later-dated proxy by mail before it is voted at the special meeting;



•

through the Internet or by telephone before the deadlines for voting described above;



•

by giving written notice to Harman's Corporate Secretary at 1101 Pennsylvania Ave., N.W., Suite 1010, Washington, D.C. 20004 that is actually received by Harman's Corporate Secretary prior to the special meeting; or

9

•

by voting in person at the special meeting.

        Your attendance at the special meeting does not automatically revoke your proxy. If you have instructed your broker to vote your shares, the above-described options for revoking your proxy do not apply. Instead, you must follow the directions provided by your broker to change your vote.

        Sale of Shares.    The record date of the special meeting is earlier than the date of the special meeting and the date that the merger is expected to be completed. If you sell your shares after the record date but before the special meeting, you will retain the right to vote at the special meeting, but you will have transferred the right to receive the merger consideration. In order to receive the merger consideration, you must own your shares through completion of the merger.

        Solicitation of Proxies; Costs.    Harman will pay all expenses of this solicitation, except that Harman and Parent will share equally the cost of preparing and mailing this document and the filing fees for the registration statement of Parent of which this proxy statement/prospectus forms a part. This proxy solicitation is being made by Harman on behalf of the board of directors. In addition to solicitation by use of the mail, proxies may be solicited by Harman's directors, officers and employees in person or by telephone, electronic mail, facsimile transmission or other means of communication. Harman's directors, officers and other employees will not receive additional compensation for soliciting proxies. Upon request, Harman will reimburse brokers and other fiduciaries for their reasonable out-of-pocket expenses in sending proxies and proxy material to beneficial owners. Harman has retained MacKenzie Partners to assist it in the solicitation of proxies for the special meeting and will pay MacKenzie Partners a customary fee plus reimbursement of out-of-pocket expenses.

        At its own cost, Parent, directly or through one or more of its affiliates or representatives, may also make additional solicitations by mail, telephone, electronic mail, facsimile transmission or other contact in connection with the merger.

Election to Receive Parent Common Stock (Page 102)

        Parent has appointed Mellon Investor Services LLC, referred to as the exchange agent in this proxy statement/prospectus, to coordinate the payment of the applicable merger consideration following the merger. An election form package is included with this proxy statement/prospectus. In addition, the exchange agent will, upon request, send an election form package to those stockholders who acquire their shares after the record date. The election form package will contain a form you must complete in the event you would like to make an election to receive shares of Parent common stock. The election form package also will contain instructions on how to complete the form, along with questions and answers relating to the election process. Holders of Harman stock options granted under Harman's benefit plans will have the ability to participate in the same election for Parent common stock and will also receive an election form package. You are required to submit your Harman share certificates with your election form. The deadline for making an election is 5:00 p.m., New York City time, on [    •    ], the last business day before the date of the special meeting.

        If valid elections are made by electing Harman stockholders and option holders to receive more than 8,333,333 shares of Parent common stock, the exchange agent will promptly return to electing Harman stockholders certificates representing Harman shares that will not be converted into Parent common stock based on the pro rata allocation of Parent common stock. In addition, promptly following the completion of the merger, the exchange agent will mail a letter of transmittal and instructions to those Harman stockholders who did not make a valid election to receive shares of Parent common stock in exchange for all of their shares of Harman common stock or who had a portion of their Harman shares returned to them in connection with the proration adjustment. The letter of transmittal and instructions will inform these stockholders how to surrender their remaining shares of Harman common stock in exchange for the Cash Consideration.

10

Treatment of Stock Options and Other Awards (Page 82)

        Stock Options.    Immediately prior to the effective time of the merger, and except as set forth below, options to acquire shares of Harman common stock issued under Harman's benefit plans will become fully vested and will be converted into the right to receive a cash payment equal to the number of shares of Harman common stock underlying the options multiplied by the amount (if any) by which $120.00 exceeds the exercise price, without interest and less any required withholding taxes. Options that are exercised pursuant to an irrevocable option election for shares of Parent common stock (as described below) will not be converted into the cash payment, subject to the proration limitations. In addition, Parent and the holder of an option may agree to treat his or her option differently.

        Each person who is a holder of options on the record date for the special meeting, or becomes a holder of an option between the record date and 5:00 p.m., New York City time, on the business day before the date of the special meeting (and has received the election form package), generally has the right to submit an election form specifying:

•

the number of options held by him or her that he or she irrevocably commits to exercise immediately prior to the effective time of the merger; and



•

the corresponding number of shares of Harman common stock underlying the option that he or she desires to have converted into the right to receive Parent common stock (this number will be automatically reduced by the number of shares that would be necessary to satisfy the exercise price and any tax withholding obligations).

        If Harman stockholders and option holders elect to receive more than 8,333,333 shares of Parent common stock in the aggregate, then the shares of Parent common stock will be allocated to electing Harman stockholders and option holders on a pro rata basis.

        Restricted Stock.    Immediately prior to the effective time of the merger, except as may be separately agreed by a holder and Parent in accordance with the terms of the merger agreement, each share of restricted common stock of Harman outstanding under Harman's stock incentive plans will vest in full and will be cancelled and converted into the right to receive the Cash Consideration, or, at the election of the restricted stock holder, the right to receive Parent common stock, in the same manner as all other shares of Harman common stock.

        Restricted Stock Units.    Immediately prior to the effective time of the merger, except as may be separately agreed by a holder and Parent in accordance with the terms of the merger agreement, each restricted stock unit outstanding under Harman's stock incentive plans will vest in full and be converted into the right to receive the Cash Consideration.

Recommendation of Harman's Board of Directors (Page 53)

        Harman's board of directors, upon the recommendation of a committee of independent directors, has unanimously approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, determined that the terms of the merger agreement are fair to, and in the best interests of, Harman and its stockholders and recommended that Harman stockholders vote in favor of the adoption of the merger agreement. Harman's board of directors unanimously recommends that Harman stockholders vote FOR the adoption of the merger agreement and FOR the adjournment of the special meeting, if necessary or appropriate to solicit additional proxies.

Opinion of Harman's Financial Advisor (Page 62)

        Harman's board of directors received a written opinion, dated April 26, 2007, from its financial advisor, Bear, Stearns & Co. Inc., referred to herein as Bear Stearns, to the effect that, as of the date of its opinion and subject to the matters described in its opinion, the $120.00 per share in cash

11

consideration to be paid to the holders of Harman common stock in the merger was fair to such holders from a financial point of view. The opinion is attached as Annex B to this proxy statement/prospectus.

        Bear Stearns' written opinion does not address the relative merits of the merger as compared to other business strategies or transactions that might be available with respect to Harman or the underlying business decision by Harman to engage in the merger, and is not intended to and does not constitute a recommendation to any holder of Harman common stock as to how such holder should vote with respect to the merger or any other matter relating to the merger. In addition, Bear Stearns does not express any opinion, view or recommendation as to whether any Harman stockholder should make or not make an election to receive Parent common stock instead of the Cash Consideration in the merger. You are encouraged to read the opinion and the section "The Merger—Opinion of Financial Advisor to Harman" beginning on page 62 carefully and in their entirety.

Interests of Harman's Directors and Executive Officers in the Merger (Page 57)

        In considering the recommendation of Harman's board of directors, you should be aware that Harman's directors and executive officers may be considered to have interests in the merger that are different from, or in addition to, your interests as a stockholder. These interests include the treatment of shares (including restricted shares and restricted stock units) and stock options held by the directors and officers, as well as indemnification and insurance arrangements covering officers and directors, change-in-control severance benefits that may become payable to certain officers and an equity ownership in Parent if the merger is completed. These interests are described below under "The Merger—Interests of Harman's Directors and Executive Officers in the Merger" on page 57. Harman's board of directors was aware of these interests and considered them, among other matters, in approving the merger agreement and the merger. Dr. Sidney Harman, Harman's Executive Chairman, has entered into a separate Election Agreement with Parent described below.

Election Agreement (Page 106)

        Parent has entered into an Election Agreement with Dr. Sidney Harman, Harman's Executive Chairman, whereby Dr. Harman has agreed to irrevocably elect to receive shares of Parent common stock in exchange for at least 1,700,000 shares of Harman common stock he beneficially owns (subject, in the case of elections made with respect to options, to the application of a formula that effectively nets the exercise price). Dr. Harman's election to receive shares of Parent common stock in the merger is subject to the same proration applicable to all other electing Harman stockholders and option holders. As of the record date, Dr. Harman beneficially owned shares representing approximately [    •    ]% of the outstanding shares of Harman common stock.

Financing (Page 71)

        Assuming Harman stockholders and option holders make elections such that they would receive in total 8,333,333 shares of Parent common stock (the maximum number of shares Parent will issue pursuant to elections made by Harman stockholders and option holders), Parent estimates the total funds necessary to complete the merger to be approximately $8.3 billion. A portion of these funds will be payable to Harman stockholders and holders of other stock-based interests, with the remainder to be used to repay and refinance existing indebtedness, and to pay customary fees, premiums and expenses in connection with the merger, the financing arrangements and related transactions.

        Debt Financing.    Merger Sub has received a debt commitment letter from Bank of America, N.A., Banc of America Bridge LLC, Banc of America Securities LLC, Credit Suisse, Credit Suisse Securities (USA) LLC, Goldman Sachs Credit Partners L.P., Goldman, Sachs & Co., Lehman Commercial Paper Inc., Lehman Brothers Commercial Bank and Lehman Brothers Inc. to provide (a) up to

12

$3.45 billion comprised of a senior secured term loan facility and a senior secured revolving credit facility, (b) up to $1.16 billion comprised of a senior unsecured bridge facility (in the event a corresponding amount of senior unsecured notes are not issued on or prior to completion of the merger) and (c) up to $580 million comprised of a senior subordinated bridge facility (in the event a corresponding amount of senior subordinated notes are not issued on or prior to completion of the merger).

        Equity Financing.    Parent has received an equity commitment letter from KHI Holdings LP, the limited partnership that controls Parent, which is referred to herein as Holdings. Pursuant to the equity commitment letter and subject to the conditions contained therein, Holdings has committed to make a capital contribution equal to $3.5 billion to Parent in connection with the completion of the merger. To satisfy Holdings' commitment, Holdings has received an aggregate of $3.5 billion of equity commitments from investment funds affiliated with the Sponsors and from BAS Capital Funding Corporation (an affiliate of Bank of America, N.A.), LB I Group Inc. (an affiliate of Lehman Brothers Holdings Inc.) and Credit Suisse Management LLC. The equity commitments are subject to the satisfaction or waiver by Parent of the conditions to Parent's and Merger Sub's obligations under the merger agreement to effect the closing of the merger. These equity commitment obligations generally may be assigned to affiliates or other co-investors (provided that in the event of assignment, the assigning party will remain obligated for its commitment under the applicable equity commitment letter and the assignment does not result in a breach of certain covenants of the merger agreement). The actual amount invested by the Sponsors and their co-investors pursuant to the equity commitment letters may be reduced by the elections made by Harman stockholders and option holders as well as the final determination of the costs and expenses associated with the merger. Assuming the Harman stockholders and option holders make elections to receive 8,333,333 shares of Parent common stock in the aggregate, Parent expects that affiliates of the Sponsors will contribute equity of up to $2.7 billion in the aggregate. Assuming no Harman stockholders and option holders make an election to receive shares of Parent common stock (other than Dr. Harman), Parent expects that affiliates of the Sponsors will contribute equity of up to $3.5 billion in the aggregate.

        The merger agreement does not contain a financing condition to the closing of the merger.

Regulatory Approvals (Page 77)

        Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the HSR Act, the merger may not be completed until notification and report forms have been filed with the U.S. Federal Trade Commission, or the FTC, and the Antitrust Division of the U.S. Department of Justice, or the Antitrust Division, and the applicable waiting period has expired or been terminated. On May 9, 2007, Harman and Holdings each filed its notification and report form under the HSR Act with the FTC and the Antitrust Division. The FTC granted early termination of the applicable waiting period on May 18, 2007.

        The merger is also subject to, and the parties' obligations to complete the merger are conditioned on, review by governmental authorities in Canada, the European Union and South Africa under the antitrust laws of those jurisdictions. The competition filing required in Canada was made by the parties on May 24, 2007 and the parties received clearance in Canada on June 4, 2007. The parties expect to make the required notification to the European Commission by the end of June 2007. The initial applicable waiting period is 25 business days. The competition filing required in South Africa was made by the parties on May 31, 2007. The initial applicable waiting period is 20 business days. The merger is also subject to review by the governmental authorities of Brazil, Mexico and South Korea under the antitrust or competition laws of those jurisdictions.

13

Rights of Stockholders to Seek Appraisal (Page 111)

        Under Delaware law, holders of Harman common stock who do not vote in favor of adopting the merger agreement will have the right to seek appraisal of the fair value of their shares of Harman common stock as determined by the Delaware Court of Chancery if the merger is completed, but only if they comply with all applicable requirements of Delaware law. These requirements are summarized in this proxy statement/prospectus. This appraisal amount could be more than, the same as or less than the merger consideration. Among other things, any holder of Harman common stock intending to exercise appraisal rights must submit a written demand for an appraisal to Harman prior to the vote on the adoption of the merger agreement and must not vote or otherwise submit a proxy in favor of the adoption of the merger agreement. Your failure to follow exactly the procedures specified under Delaware law will result in the loss of your appraisal rights. See "Dissenters' Rights of Appraisal" beginning on page 111 for information regarding these procedures. The provisions of Delaware law that address appraisal rights and govern the required procedures are attached as Annex E to this proxy statement/prospectus.

Material U.S. Federal Income Tax Consequences (Page 107)

        The U.S. federal income tax consequences of the merger to each Harman stockholder will depend on the form of consideration received by that U.S. holder (as defined on page 107 of this proxy statement/prospectus) in exchange for his or her Harman common stock.

        A U.S. holder's exchange of shares of Harman common stock solely for cash pursuant to the merger generally will be a taxable transaction for U.S. federal income tax purposes. Upon such an exchange, a U.S. holder generally will recognize gain or loss in an amount equal to the difference, if any, between the Cash Consideration and his or her adjusted tax basis in the shares of Harman common stock surrendered therefor. A U.S. holder's exchange of shares of Harman common stock solely for shares of Parent common stock generally will be a tax-free transaction for U.S. federal income tax purposes, except in respect of any cash that such holder receives instead of fractional shares of Parent common stock. Harman and Parent expect that a U.S. holder's exchange of shares of Harman common stock for a combination of shares of Parent common stock and the Cash Consideration generally will result in taxable gain or loss to the extent that the exchange is treated for U.S. federal income tax purposes as a redemption for cash by Harman. The exchange generally will result in recognition of gain, but not loss, to the extent that it is treated for U.S. federal income tax purposes as a contribution of Harman common stock to Parent in exchange for Parent common stock. The amount of the gain recognized by a U.S. holder will depend, in part, upon: (a) how much Parent stock and cash is received by the U.S. holder in the merger, (b) how much of the cash received by the U.S. holder is sourced to the equity financing of Parent by Holdings and (c) how much cash is sourced to other sources. This gain or loss generally will be capital gain or loss.

        Tax matters are very complicated. You should be aware that the tax consequences of the merger to you may depend on your own situation. In addition, you may be subject to state, local or foreign tax laws that are not described in this proxy statement/prospectus. You should therefore consult with your own tax advisor for a full understanding of the tax consequences to you of the merger. For more information regarding the tax consequences of the merger, please see "Material U.S. Federal Income Tax Consequences" beginning on page 107.

Conditions to the Merger (Page 97)

        Conditions to Each Party's Obligations.    Each party's obligation to complete the merger is subject to the satisfaction or waiver of the following mutual conditions:

•

adoption of the merger agreement by Harman stockholders;

14

•

absence of any legal restraint or prohibition on the completion of the merger;



•

the expiration or earlier termination of the waiting period under the HSR Act and under the antitrust and anti-competition statutes of Canada (which has occurred) and South Africa (which has occurred), and the adoption by the European Commission of a decision declaring the merger compatible with the common market; and



•

the SEC declaring effective the registration statement, of which this proxy statement/prospectus is a part, and the registration statement not being the subject of any stop order or threatened stop order.

        Conditions to Harman's Obligations.    Harman's obligation to complete the merger is subject to the satisfaction or waiver of further conditions, including:

•

Parent's and Merger Sub's representations and warranties must be true and correct in all material respects as of April 26, 2007, and as of the closing date of the merger; and



•

Parent and Merger Sub must have performed, in all material respects, their covenants and agreements in the merger agreement.

        Conditions to Parent and Merger Sub's Obligations.    The obligations of Parent and Merger Sub to complete the merger are subject to the satisfaction or waiver of further conditions, including:

•

Harman's representations and warranties contained in the merger agreement must be true and correct without regard to the materiality thresholds specified in the merger agreement, as of April 26, 2007, and as of the closing date of the merger, except to the extent the failure of such representations and warranties to be true and correct would not constitute a "material adverse effect" (as that term is defined in the merger agreement) on Harman; and



•

Harman must have performed, in all material respects, its covenants and agreements in the merger agreement.

Restrictions on Solicitation of Other Offers (Page 90)

        The merger agreement provides that, until 11:59 p.m., New York City time, on June 15, 2007, referred to as the No-Shop Period Start Date, Harman was permitted to initiate, solicit and encourage any acquisition proposal for Harman (including by way of providing information pursuant to a confidentiality agreement), and enter into and maintain discussions or negotiations concerning an acquisition proposal for Harman or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, discussions or negotiations. No acquisition proposal was received by Harman prior to the No-Shop Period Start Date.

        From and after the No-Shop Period Start Date, the merger agreement restricts Harman's ability to, among other things, initiate, solicit, encourage or engage in discussions or negotiations with a third party regarding an acquisition proposal for Harman and Harman's board of directors' ability to change or withdraw its recommendation in favor of the merger agreement. Notwithstanding these restrictions, under circumstances specified in the merger agreement, in order to comply with its fiduciary duties under applicable law, Harman's board of directors may respond to certain unsolicited competing proposals or terminate the merger agreement and enter into an agreement with respect to a superior competing proposal, or withdraw its recommendation in favor of the adoption of the merger agreement.

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Termination of the Merger Agreement (Page 98)

        Harman and Parent may terminate the merger agreement by mutual written consent at any time before the completion of the merger (including after Harman stockholders have adopted the merger agreement). In addition, either Harman or Parent may terminate the merger agreement if:

•

the merger has not been completed by February 11, 2008;



•

any governmental entity of competent jurisdiction has issued or entered an injunction or similar legal restraint or order permanently enjoining or otherwise prohibiting the merger; or



•

the merger agreement has been submitted to Harman stockholders for adoption and the required vote has not been obtained.

        In addition, Harman may terminate the merger agreement:

•

if Parent or Merger Sub has breached or failed to perform any of its representations, warranties, covenants or other agreements in the merger agreement and that breach or failure would result in the failure of a closing condition that cannot be cured by February 11, 2008 (or if capable of being cured, was not cured within 30 days following the receipt of a written notice from Harman);



•

in order to enter into a superior proposal, if, prior to the receipt of the required stockholder vote and at such time Harman complied with its obligations in the merger agreement, including those described in "The Merger Agreement—Change of Recommendation/Termination in Connection with a Superior Proposal" on page 92; or



•

if the merger has not been completed on the second business day after the final day of the Marketing Period (as described in "The Merger Agreement—Effective Time; Marketing Period" on page 80) and all of the mutual closing conditions and all of the conditions to the obligations of Parent and Merger Sub to close have been satisfied and at the time of the termination those conditions to closing continue to be satisfied.

        In addition, Parent may terminate the merger agreement:

•

if Harman has breached or failed to perform any of its representations, warranties, covenants or other agreements in the merger agreement and that breach or failure would result in the failure of a condition to Parent's and Merger Sub's obligations to close that cannot be cured by February 11, 2008 (or if capable of being cured, was not cured within 30 days following the receipt of a written notice from Parent); or



•

if Harman's board of directors (a) withdraws, modifies or qualifies in a manner adverse to Parent or Merger Sub its recommendation of the merger agreement (or publicly proposes to do so); (b) fails to include in this proxy statement/prospectus its recommendation to Harman stockholders that they adopt the merger agreement; (c) approves or recommends, or publicly proposes to approve or recommend, any other acquisition proposal for Harman or (d) fails to recommend against acceptance of a tender or exchange offer for any outstanding shares of Harman's capital stock, as described in "The Merger Agreement—Restrictions on Solicitation of Other Offers" beginning on page 90.

Termination Fees (Page 99)

        If the merger agreement is terminated under certain circumstances:

•

Harman would be obligated to pay the expenses of Parent, up to $20 million;

16

•

Harman would be obligated to pay a termination fee of $225 million as directed by Parent (this amount is reduced to $75 million in certain circumstances and would be reduced to the extent Harman has previously paid any expenses of Parent); or



•

Parent would be obligated to pay a termination fee of $225 million to Harman.

        For more information, see "The Merger Agreement—Termination Fees and Expenses" beginning on page 99. In addition, the Sponsors have agreed to guarantee the obligation of Parent to pay the termination fee that would be owed to Harman under certain circumstances, as described under "The Merger—Financing of the Merger—Guarantees; Remedies" beginning on page 77.

Market Price of Harman Common Stock (Page 129)

        The closing sale price of Harman common stock on the NYSE on April 25, 2007, the last trading day prior to the announcement of the merger, was $102.56. The $120.00 per share to be paid for each share of Harman common stock in the merger represents a premium of 17% to the closing price on April 25, 2007, and a premium of 20% to the average closing share price for the 60 trading days prior to the announcement of the merger. On [    •    ], the last trading day before the date of this proxy statement/prospectus, the closing share price of Harman common stock on the NYSE was $[    •    ] per share.

Stock Exchange Listing (Page 79)

        Upon completion of the merger, shares of Parent common stock will not be listed on a national securities exchange, but Parent anticipates that the shares will be traded on a lower-tier market such as the Over-the-Counter Bulletin Board and the Pink Sheets. Parent has been informed that the broker-dealer affiliates of each of Bank of America, N.A., Credit Suisse and Lehman Brothers Holdings Inc. expect to provide quotation information, which may include price quotations, for Parent common stock on the Pink Sheets following the completion of the merger, subject to compliance with the applicable securities rules and regulations.

Resale of Parent Common Stock (Page 79)

        The shares of Parent common stock issued in the merger will not be subject to any restrictions on transfer under the Securities Act of 1933, as amended (the "Securities Act"), except for shares issued to any Harman stockholder who may be deemed to be an "affiliate" of Harman or Parent for purposes of Rule 144 or Rule 145 under the Securities Act.

Additional Information (Page 135)

        For additional questions about the merger, the election to receive shares of Parent common stock, or for assistance in submitting proxies or election forms, voting shares of Harman common stock, or additional copies of this proxy statement/prospectus, the enclosed proxy card, or the election forms, please contact Harman Investor Relations at (202) 393-1101 or MacKenzie Partners, the proxy solicitor, at (800) 322-2885.

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SELECTED HISTORICAL FINANCIAL DATA OF HARMAN

        The following table summarizes certain selected historical financial data of Harman and should be read in conjunction with the consolidated financial statements and accompanying notes thereto included in Harman's Annual Report on Form 10-K for the fiscal year ended June 30, 2006, which are incorporated by reference into this proxy statement/prospectus. The selected historical financial data as of or for the nine months ended March 31, 2007 have been derived from Harman's unaudited consolidated financial statements.

(a)

Share and per share data have been adjusted to reflect the two-for-one stock split in November 2003.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

        The following unaudited pro forma condensed consolidated financial statements give effect to the merger of Merger Sub with and into Harman. Following the merger, Harman will be a wholly owned subsidiary of Parent. The merger will be accounted for as a purchase by Parent. The unaudited pro forma condensed consolidated balance sheet combines the historical consolidated balance sheets of Parent and Harman as of March 31, 2007, giving effect to the merger as if the merger had occurred on March 31, 2007. The unaudited pro forma condensed consolidated statements of income for the nine-month period ended March 31, 2007 and the fiscal year ended June 30, 2006 give effect to the merger as if the merger had occurred as of July 1, 2005. These unaudited pro forma condensed consolidated financial statements are for informational purposes only. These pro forma financial statements do not purport to indicate the results that would have actually been obtained had the merger been completed on the assumed date or for the periods presented, or that may be realized in the future.

        To produce the unaudited pro forma financial information, Parent, as the acquiring entity, preliminarily allocated the purchase price using its best estimates of fair value. To the extent there are significant changes to Harman's business, the assumptions and estimates herein could change significantly. Furthermore, Harman may have restructuring expenses as a result of the merger. The pro forma financial information does not reflect these potential expenses. The pro forma financial statements should be read in conjunction with Harman's "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical consolidated financial statements, including related notes covering these periods, incorporated by reference into this proxy statement/prospectus. See "Where You Can Find More Information" on page 135 of this proxy statement/prospectus.

        The unaudited pro forma financial statements assume the following occurred as of March 31, 2007 in the case of the unaudited pro forma condensed consolidated balance sheet, and as of July 1, 2005, in the case of the unaudited pro forma condensed consolidated statements of operations: (a) no employees will be terminated by Parent; (b) there are no conforming accounting policy changes; (c) there are no significant changes in operations or assets that will become idle; and (d) there are no significant triggering events under either FASB No. 142, "Goodwill and Other Intangible Assets," or FASB No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." Under the terms of the merger agreement, Harman stockholders receive $120.00 in cash for each share of Harman common stock they hold, referred to herein as the Cash Consideration. As an alternative to receiving the Cash Consideration, Harman's stockholders have the opportunity to elect to exchange some or all of their shares of Harman common stock for shares of Parent common stock. The maximum number of shares of Parent common stock issuable in the merger to electing Harman stockholders and option holders is 8,333,333, representing approximately 27% of the equity interests of Parent that will be outstanding immediately following the merger, based on the expected equity financing for the merger. For purposes of preparing the pro forma financial statements, it has been assumed that 8,333,333 shares of Parent common stock will be issued in exchange for shares of Harman common stock in the merger.

        Stock-based compensation and non-recurring restructuring charges that are reflected in the historical results of Harman are included in the unaudited pro forma condensed consolidated statements of operations for the fiscal year ended June 30, 2006 and the nine-month period ended March 31, 2007. These expenses have not been adjusted in the unaudited pro forma financial statements. In addition, the pro forma selling, general and administrative expenses have not been adjusted to reflect the increased stock-based compensation expense as a result of the accelerated vesting of the stock options, restricted stock and restricted stock units due to the change in control resulting from the merger.

19

Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of March 31, 2007

See accompanying Notes to Unaudited Pro Forma Financial Statements.

20

Unaudited Pro Forma Consolidated Statement of Operations
For the nine months ended March 31, 2007

See accompanying Notes to Unaudited Pro Forma Financial Statements.

21

Unaudited Pro Forma Consolidated Statement of Operations
For the year ended June 30, 2006

See accompanying Notes to Unaudited Pro Forma Financial Statements.

22

Notes to Unaudited Pro Forma Financial Statements
(Dollars in Millions)

(a)

Cash and Cash Equivalents: This reflects the net effect of the merger on the cash and cash equivalents balance as follows:

(b)

Goodwill and Intangible Assets: The accompanying unaudited pro forma financial statements reflect a preliminary allocation of the purchase price to the major categories of assets and liabilities. The final allocation of the purchase price may result in significant differences from the

23

pro forma amounts included herein. The following represents the estimated value attributable to goodwill and intangibles resulting from the merger:

(c)

Other Assets: Represents transaction fees and costs attributable to the issuance of debt and the write-off of deferred debt issuance costs on existing Harman debt that will be repaid, the establishment of intangible assets and the elimination of historical intangible asset balances:

(d)

Shareholders' Equity: Shareholders' equity is computed as follows:

24

(e)

Net Tangible Assets: The following represents the estimated purchase accounting adjustments attributable to tangible assets and liabilities resulting from the merger:

The purchase accounting adjustment to inventory is to adjust the inventory to fair value less the estimated selling and distribution costs plus a normal profit margin. The purchase accounting adjustment to property, plant and equipment primarily relates to the step-up of land, buildings, machinery and equipment to estimated fair value. The purchase accounting adjustment to other long-term liabilities and other assets primarily relates to an adjustment to the net amount recognized for pension and other post-retirement benefit obligations to adjust the accrued benefit liability to estimated fair value.

(f)

Short-Term Borrowings and Long-Term Debt: Reflects the incurrence of new debt and repayment of debt as follows: