-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, puYdvcWfyyUifhOAqNwoRdR4Eqp8p5gud+XcUup88XoaKiid2nN6ScDvALHyepAy HmjxhUN5/2K2C6wLFtcDbw== 0000046618-94-000045.txt : 19940926 0000046618-94-000045.hdr.sgml : 19940926 ACCESSION NUMBER: 0000046618-94-000045 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940923 SROS: NONE GROUP MEMBERS: HEINE SECURITIES CORP /ADV GROUP MEMBERS: MICHAEL F. PRICE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEXCEL CORP /DE/ CENTRAL INDEX KEY: 0000717605 STANDARD INDUSTRIAL CLASSIFICATION: 3460 IRS NUMBER: 941109521 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-14306 FILM NUMBER: 94550177 BUSINESS ADDRESS: STREET 1: 5794 W LAS POSITAS BLVD CITY: PLEASANTON STATE: CA ZIP: 945888781 BUSINESS PHONE: 5108479500 MAIL ADDRESS: STREET 1: 5794 W LAS POSITAS BLVD CITY: PLEASANTON STATE: CA ZIP: 945888781 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HEINE SECURITIES CORP /ADV CENTRAL INDEX KEY: 0000046618 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 132629452 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 51 JOHN F KENNEDY PKWY CITY: SHORT HILLS STATE: NJ ZIP: 07078 BUSINESS PHONE: 2019122088 MAIL ADDRESS: STREET 1: 51 JOHN F KENNEDY PARKWAY CITY: SHORT HILLS STATE: NJ ZIP: 07078 FORMER COMPANY: FORMER CONFORMED NAME: HEINE SECURITIES CORP /ADV DATE OF NAME CHANGE: 19940202 SC 13D/A 1 HEXCEL FORM 13D AMND #1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Hexcel Corporation (Name of Issuer) New Common Stock, par value $0.01 per share (Title of Class of Securities) none (CUSIP Number) MICHAEL F. PRICE HEINE SECURITIES CORPORATION 51 JOHN F. KENNEDY PARKWAY SHORT HILLS, NJ 07078 (201) 912-2152 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 14, 1994 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies should be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on the following page(s)) Page 1 of 6 pages CUSIP No. 13D Page 2 of 6 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Heine Securities Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Not Applicable (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF INCORPORATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES N/A BENEFICIALLY 8 SHARED VOTING POWER OWNED BY N/A EACH 9 SOLE DISPOSITIVE POWER REPORTING N/A(See Item 5) PERSON 10 SHARED DISPOSITIVE POWER WITH N/A 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON N/A 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.00% (See Item 5) 14 TYPE OF REPORTING PERSON* IA *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 13D Page 3 of 6 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Michael F. Price 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Not Applicable (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF INCORPORATION United States NUMBER OF 7 SOLE VOTING POWER SHARES N/A BENEFICIALLY 8 SHARED VOTING POWER OWNED BY N/A EACH 9 SOLE DISPOSITIVE POWER REPORTING N/A PERSON 10 SHARED DISPOSITIVE POWER WITH N/A 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON N/A 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT! The Schedule 13D previously filed is hereby amended as follows: Item 4. Purpose of Transaction Discussions among the Issuer, Mutual Series and the Official Equity Committee in the Issuer's reorganization proceedings under Chapter 11 of the Bankruptcy Code are being held with respect to Mutual Series acting as standby purchaser of the Issuer's common stock under terms different than those set forth in the Stock Subscription and Standby Agreement entered into between Mutual Series and the Issuer dated as of July 27, 1994. The basis for such discussions is Mutual Series' letter dated September 14, 1994 to the Issuer's Board of Directors, which is incorporated herein by reference to the copy attached hereto as Exhibit E. Except as set forth therein, neither HSC nor, to the best of HSC's knowledge, any executive officer or director of HSC or Mutual Series, has any present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 7. Material To Be Filed As Exhibits Exhibit E September 14, 1994 Letter from Mutual Series Fund Inc. to Board of Directors of the Issuer Signatures After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: September 23, 1994 /s/ Michael F. Price President Heine Securities Corporation /s/ Michael F. Price EXHIBIT E [MUTUAL SERIES FUND LETTERHEAD] September 14, 1994 Board of Directors of Hexcel Corporation 5794 West Las Positas Boulevard Pleasanton, CA 94588 Gentlemen: In light of Hexcel's recently announced agreement to sell its EMT business to Northrop for approximately $30 million and other recent developments, including the progress the Company has made in restructuring its operations, Mutual Series is pleased to make a revised proposal to participate in and act as standby purchaser for a rights offering to fund a plan of reorganization for Hexcel Corporation. The revised proposal is based on a rights offering for common stock priced at $4.625 per share. Of the total $50 million rights offering, $41 million will be offered to current stockholders and $9 million will be reserved for sale to Mutual Series. The rights are to be freely tradeable. Based on the revised terms, non-subscribing holders will retain an approximately 40.25% equity interest in Hexcel; since no warrants will be part of the rights offering, there will be no further dilution. If the stockholders exercised all of the rights distributed to them, they would have an approximate 89% interest in the reorganized company. A commitment fee of $500,000 would be payable to Mutual Series for advancing $50 million on the effective date of the plan, and any unused amounts will be repaid at the conclusion of the rights offering plus interest at the Federal Funds rate. In addition, there is a break-up fee of $350,000 with an overbid of $.50 per share and reimbursement of expenses. For up to five years, Mutual Series will be entitled to three demand registrations if its investment is less than $30 million, five demands if in excess of $30 million, and piggyback rights. Mutual Series' proposal is conditioned upon substantially the same conditions set forth in the form of standby commitment letter used by M.J. Whitman, L.P., as well as conditions relating to closing the Northrop transaction, the management of the reorganized debtor, expiration of any applicable H-S-R waiting period and execution of a definitive commitment agreement. With regard to management of the reorganized debtor, Mutual Series expects that John Lee will remain as a director and interim Chief Executive Officer of Hexcel, that a search will be commenced immediately for a new permanent Chief Executive Officer, and that Mr. Lee's long term role will be as a non-executive Chairman with responsibility for strategic planning of the Company. The board of the reorganized company will consist of nine members and be composed of three nominees of the Equity Committee, two nominees of Mutual Series, John Lee, Frank Wimer and two nominees acceptable to the Equity Committee and Mutual Series. Mutual Series believes its substantially improved proposal offers the maximum recovery to Hexcel's creditors and shareholders in the earliest time frame possible, and therefore hopes that it will be approved by Hexcel's Board of Directors and its Equity Committee and Creditors' Committee. Mutual Series is prepared to execute a formal commitment agreement promptly upon such approvals. Mutual Series' revised proposal will terminate at 5:00 p.m. on Friday, September 16, 1994 unless theretofore approved by Hexcel's Board and the Equity Committee. We look forward to hearing from you and working towards a consensual plan of reorganization with all parties in interest. Very truly yours, Michael F. Price President MFP/nh cc: Mr. Wilbur Ross Peter Wolfson, Esq. -----END PRIVACY-ENHANCED MESSAGE-----