-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CiH1wyX/eQ78yy7KYa7Iu26DTNuK+JXq0992tC2uxdOGM7IXSd+MQBcAT47fXy9F cG8qGuZMN8K3IysuOqWh0Q== 0000927946-99-000125.txt : 19990906 0000927946-99-000125.hdr.sgml : 19990906 ACCESSION NUMBER: 0000927946-99-000125 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990903 GROUP MEMBERS: ANDREW MANAGEMENT IV, L.P. GROUP MEMBERS: ANDREW MCNALLY, IV GROUP MEMBERS: BJR MANAGEMENT, L.P. GROUP MEMBERS: ECM MANAGEMENT, L.P. GROUP MEMBERS: FORREST E. CRISMAN, JR. GROUP MEMBERS: GLENN SCOLNIK GROUP MEMBERS: MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY GROUP MEMBERS: MASSMUTUAL CORPORATE VALUE PARTNERES LIMITED GROUP MEMBERS: MASSMUTUAL HIGH YIELD PARTNERS II LLC GROUP MEMBERS: RALPH R. WHITNEY, JR. GROUP MEMBERS: REINHOLD ENTERPRISES INC GROUP MEMBERS: WARD S. MCNALLY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REINHOLD INDUSTRIES INC/DE/ CENTRAL INDEX KEY: 0000862255 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 132596288 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41315 FILM NUMBER: 99705846 BUSINESS ADDRESS: STREET 1: 12827 EAST IMPERIAL HWY CITY: SANTA FE SPRINGS STATE: CA ZIP: 90670-4713 BUSINESS PHONE: 5629443281 MAIL ADDRESS: STREET 1: 12827 EAST IMPERIAL HWY CITY: SANTA FE SPRINGS STATE: CA ZIP: 90670 FORMER COMPANY: FORMER CONFORMED NAME: KEENE CORP /DE/ DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: REINHOLD ENTERPRISES INC CENTRAL INDEX KEY: 0001087608 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 8888 KEYSTONE CROSSING SUITE 690 CITY: INDIANAPOLIS STATE: IN ZIP: 46240 BUSINESS PHONE: 3175746900 MAIL ADDRESS: STREET 1: C/O HAMMOND KENNEDY WHITNEY & CO INC STREET 2: 333 N MICHIGAN AVENUE #501 CITY: CHICAGO STATE: IL ZIP: 60601 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) REINHOLD INDUSTRIES, INC. (formerly Keene Corporation) (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title or Class of Securities) 75935A109 (CUSIP Number) Matthew C. Hook HAMMOND KENNEDY WHITNEY & COMPANY, INC. 8888 Keystone Crossing Suite 690 Indianapolis, Indiana 46240 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With Copies to: Stephen J. Hackman ICE MILLER DONADIO & RYAN One American Square Box 82001 Indianapolis, Indiana 46282-0002 June 16, 1999 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed 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 [ ]. CUSIP No. 75935A109 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Reinhold Enterprises, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) [X] 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 ORGANIZATION Indiana, U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER.................. None 8. SHARED VOTING POWER ................None 9. SOLE DISPOSITIVE POWER .............None 10. SHARED DISPOSITIVE POWER ...........None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0% 14. TYPE OF REPORTING PERSON CO CUSIP No. 75935A109 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Massachusetts Mutual Life I.R.S. Identification No: Insurance Company 04-1590850 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Commonwealth of Massachusetts, U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER .......................314,205 8. SHARED VOTING POWER .....................433,901 9. SOLE DISPOSITIVE POWER ..................314,205 10. SHARED DISPOSITIVE POWER ................433,901 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 748,106 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 37.42% 14. TYPE OF REPORTING PERSON IC CUSIP No. 75935A109 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MassMutual High Yield I.R.S. Identification No: Partners II LLC 04-3325219 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER ........................314,204 8. SHARED VOTING POWER .........................None 9. SOLE DISPOSITIVE POWER ...................314,204 10. SHARED DISPOSITIVE POWER ....................None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 314,204 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 15.72% 14. TYPE OF REPORTING PERSON OO CUSIP No. 75935A109 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MassMutual Corporate Value Partners Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER .......................119,697 8. SHARED VOTING POWER ........................None 9. SOLE DISPOSITIVE POWER ..................119,697 10. SHARED DISPOSITIVE POWER ...................None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 119,697 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.99% 14. TYPE OF REPORTING PERSON OO CUSIP No. 75935A109 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Andrew McNally, IV 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER ...................61,336 8. SHARED VOTING POWER ...................None 9. SOLE DISPOSITIVE POWER ..............61,336 10. SHARED DISPOSITIVE POWER ..............None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 61,336 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 3.07% 14. TYPE OF REPORTING PERSON IN CUSIP No. 75935A109 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ward S. McNally 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER .....................10,869 8. SHARED VOTING POWER .....................None 9. SOLE DISPOSITIVE POWER ................10,869 10. SHARED DISPOSITIVE POWER ................None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,869 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.54% 14. TYPE OF REPORTING PERSON IN CUSIP No. 75935A109 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Andrew Management IV, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER .......................46,737 8. SHARED VOTING POWER .......................None 9. SOLE DISPOSITIVE POWER ..................46,737 10. SHARED DISPOSITIVE POWER ..................None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 46,737 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 2.34% 14. TYPE OF REPORTING PERSON PN CUSIP No. 75935A109 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BJR Management, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER .....................23,368 8. SHARED VOTING POWER .....................None 9. SOLE DISPOSITIVE POWER ................23,368 10. SHARED DISPOSITIVE POWER ................None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,368 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 1.17% 14. TYPE OF REPORTING PERSON PN CUSIP No. 75935A109 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ECM Management, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER ........................23,368 8. SHARED VOTING POWER ........................None 9. SOLE DISPOSITIVE POWER ...................23,368 10. SHARED DISPOSITIVE POWER ...................None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,368 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 1.17% 14. TYPE OF REPORTING PERSON PN CUSIP No. 75935A109 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Glenn Scolnik 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER .....................43,476 8. SHARED VOTING POWER .....................None 9. SOLE DISPOSITIVE POWER ................43,476 10. SHARED DISPOSITIVE POWER ................None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,476 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 2.17% 14. TYPE OF REPORTING PERSON IN CUSIP No. 75935A109 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ralph R. Whitney, Jr. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [X] 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER .....................45,476 8. SHARED VOTING POWER .....................None 9. SOLE DISPOSITIVE POWER ................45,476 10. SHARED DISPOSITIVE POWER ................None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 45,476 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 2.27% 14. TYPE OF REPORTING PERSON IN CUSIP No. 75935A109 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Forrest E. Crisman, Jr. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER ...........................43,476 8. SHARED VOTING POWER ...........................None 9. SOLE DISPOSITIVE POWER ......................43,476 10. SHARED DISPOSITIVE POWER ......................None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,476 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 2.17% 14. TYPE OF REPORTING PERSON IN SCHEDULE 13D This Amendment No. 1 ("Amendment") amends and supplements the Schedule 13D filed on May 28, 1999 ("Schedule 13D") by Reinhold Enterprises, Inc., Massachusetts Mutual Life Insurance Company ("MMLIC"), MassMutual High Yield Partners II LLC ("MMHYP"), MassMutual Corporate Value Partners Limited ("MMCVP" and with MMLIC and MMHYP, the "MassMutual Entities"), Andrew McNally, IV, Ward S. McNally, Andrew Management IV, L.P., BJR Management, L.P., ECM Management, L.P., Glenn Scolnik, Ralph R. Whitney, Jr. and Forrest E. Crisman, Jr. (collectively, the "Reporting Persons" and each individually a "Reporting Person") relating to the Class A Common Stock, par value $0.01 per share, of Reinhold Industries, Inc. (formerly Keene Corporation), a Delaware corporation ("Reinhold"). All capitalized terms used in this Amendment and not otherwise defined herein have the meaning ascribed to such terms in the Schedule 13D. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 of Schedule 13D is hereby amended by adding the following paragraph after the final paragraph. On June 16, 1999, Reinhold entered into a written agreement with the Reporting Persons (other than Reinhold Enterprises, Inc.). The agreement provides that the Reporting Persons will not modify, terminate or waive the requirement contained in the Stock Purchase Agreement that the Trust will not (i) sell, transfer or otherwise dispose of any of its remaining shares in Reinhold or (ii) purchase or otherwise acquire any shares of Reinhold if after the purchase or acquisition the Trust would be a "5% shareholder" of the Company within the meaning of Section 382 of the Internal Revenue Code. The Agreement further provides that the MassMutual Entities will not exercise their registration rights acquired by assignment from the Trust for a period of one year after the Closing Date (as defined in the Stock Purchase Agreement). Additionally, and on the terms contained in the Agreement, Reinhold agreed to reimburse the Reporting Persons for amounts, if any, that the Reporting Persons may be required to pay to the Trust pursuant to the Stock Purchase Agreement if the market value per share of the Class A Common Stock is less than $11.50 on the third anniversary of the Closing Date. Item 7. Material to Be Filed as Exhibits. Exhibit A: Stock Price Deficiency Payment Agreement dated June 16, 1999 among Reinhold Industries, Inc. and the Reporting Persons (other than Reinhold Enterprises, Inc.), incorporated herein by reference to Exhibit 10.3 of Form 10-QSB filed with the Commission by Reinhold Industries, Inc. on August 16, 1999. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: August 27, 1999 Reinhold Enterprises, Inc. /s/ Matthew C. Hook ------------------------------------- Matthew C. Hook, President -----END PRIVACY-ENHANCED MESSAGE-----