-----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, COe/4v306OInAQFIVexJmsGDcI6ik7E/ND3c1hODF47IPq++6e1PuOi4EZljaut8 I3TMm8tfOfPwaVrurZ+yPg== 0000919574-99-001064.txt : 19991018 0000919574-99-001064.hdr.sgml : 19991018 ACCESSION NUMBER: 0000919574-99-001064 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991012 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HARVARD INDUSTRIES INC CENTRAL INDEX KEY: 0000046012 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED RUBBER PRODUCTS, NEC [3060] IRS NUMBER: 210715310 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-20872 FILM NUMBER: 99726870 BUSINESS ADDRESS: STREET 1: 3 WERNER WAY #210 STREET 2: C/O HARVARD INDUSTRIES INC CITY: LEBANON STATE: NJ ZIP: 08833 BUSINESS PHONE: 9084374100 MAIL ADDRESS: STREET 1: 3 WERNER WAY #210 STREET 2: C/O HARVARD INDUSTRIES INC CITY: LEBANON STATE: NJ ZIP: 08833 FORMER COMPANY: FORMER CONFORMED NAME: HARVARD BREWING CO DATE OF NAME CHANGE: 19710315 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CONTRARIAN CAPITAL ADVISORS LLC /ADV CENTRAL INDEX KEY: 0000946818 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 061423005 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 411 WEST PUTNAM AVE STREET 2: STE 225 CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038628200 MAIL ADDRESS: STREET 1: 411 W PUTNAM STREET 2: STE 225 CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: CONTRARIAN CAPITAL ADVISORS LLC /ADV DATE OF NAME CHANGE: 19971126 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 Name of Issuer: Harvard Industries, Inc. Title of Class of Securities: Common Stock CUSIP Number: 417 434 503 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) Michael J. Restifo, Contrarian Capital Advisors, L.L.C. 411 West Putnam Avenue, Suite 225, Greenwich, CT 06830 (Date of Event which Requires Filing of this Statement) September 27, 1999 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 [ ]. 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 are to 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). CUSIP No.: 417 434 503 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Contrarian Capital Management, L.L.C. 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Source of Funds OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 78,701 8. Shared Voting Power: 2,165,818 9. Sole Dispositive Power: 78,701 10. Shared Dispositive Power: 2,165,818 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,244,519 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 2 13. Percent of Class Represented by Amount in Row (11) 21.93% 14. Type of Reporting Person OO; IA 3 CUSIP No.: 417 434 503 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Contrarian Capital Advisors, L.L.C. 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Source of Funds OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 803,300 8. Shared Voting Power: 9. Sole Dispositive Power: 803,300 10. Shared Dispositive Power: 11. Aggregate Amount Beneficially Owned by Each Reporting Person 803,300 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 4 13. Percent of Class Represented by Amount in Row (11) 7.85% 14. Type of Reporting Person OO; IA 5 CUSIP No.: 417 434 503 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Contrarian Capital Fund I, L.P. 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Source of Funds WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 524,103 9. Sole Dispositive Power: 10. Shared Dispositive Power: 524,103 11. Aggregate Amount Beneficially Owned by Each Reporting Person 524,103 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 6 13. Percent of Class Represented by Amount in Row (11) 5.12% 14. Type of Reporting Person PN 7 CUSIP No.: 417 434 503 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Contrarian Capital Fund II, L.P. 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Source of Funds WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 974,749 9. Sole Dispositive Power: 10. Shared Dispositive Power: 974,749 11. Aggregate Amount Beneficially Owned by Each Reporting Person 974,749 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 8 13. Percent of Class Represented by Amount in Row (11) 9.52% 14. Type of Reporting Person PN 9 The purpose of this Amendment No. 1 to the previously filed Schedule 13D is to report the acquisition of shares of the Common Stock (the "Shares") of Harvard Industries, Inc. (the "Issuer") made by Contrarian Capital Fund II, L.P. ("CCII"). In addition, because the number of Shares used for purposes of determining beneficial ownership has changed (due to a smaller number of Shares being issued in exchange for claims in connection with the bankruptcy reorganization of the Issuer), this Amendment is also being filed to report (i) that Contrarian Capital Fund I, L.P. ("CCI") is now a more than five percent beneficial owner; and (ii) the change in beneficial ownership of Contrarian Capital Advisors, L.L.C. ("CCA"), Contrarian Capital Management, L.L.C. ("CCM") and CCII (together with CCA, CCM and CCI, the "Reporting Persons"). Item 1. Security and Issuer No change. Item 2. Identity and Background CCI is a Delaware investment limited partnership whose general partner is CCM. CCI's principal office is located at 411 West Putnam Avenue, Suite 225, Greenwich, CT 06830. None of the Reporting Persons nor Jon R. Bauer or David E. Jackson, the managing members of CCA and CCM (the "Managing Members") has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the Reporting Persons nor the Managing Members has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violations with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration As of the date hereof, CCM is deemed to be the beneficial owner of 2,244,519 Shares, CCA is deemed to be the beneficial owner of 803,300 Shares, CCI is the beneficial owner of 524,103 Shares and CCII is the beneficial owner of 974,749 Shares of the Issuer. The funds for the purchase of the Shares deemed to be beneficially owned by CCM and CCA came from the working capital of the investment management clients of those 10 entities. The funds for the purchase of the Shares owned by CCI and CCF came from each of the entity's own working capital. No funds were borrowed to purchase any of the Shares. Item 4. Purpose of Transactions Jon R. Bauer, one of the Managing Members is a member of the Board of Directors of the Issuer. Notwithstanding the above, the Shares deemed to be beneficially owned by the Reporting Persons were acquired for, and are being held for, investment purposes and not with the purpose of changing or influencing the control of the Issuer. The Reporting Persons have no plan or proposal which relates to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D. The purpose of making this filing on Schedule 13D is because of Mr. Bauer's position on the Board of Directors of the Issuer. The filing of this Schedule 13D, however, shall not be deemed to be an admission that the Reporting Persons acquired and hold the Shares with the purpose or effect of changing or influencing the control of the Issuer. Item 5. Interest in Securities of Issuer As of September 27, 1999, CCM was deemed to be the beneficial owner of 2,244,519 Shares, CCA was deemed to be the beneficial owner of 803,300 Shares, CCI was the beneficial owner of 524,103 Shares and CCII was the beneficial owner of 974,749 Shares. Based on information provided to the Reporting Persons by the Issuer, as of September 27, 1999 there were 10,234,222 Shares outstanding. Therefore, based on 10,234,222 outstanding shares as of September 27, 1999, CCM and CCA are deemed to beneficially own 21.93% and 7.85%, respectively, and CCI and CCII beneficially own 5.12% and 9.52%, respectively, of the outstanding Shares of the Issuer and the Managing Members are deemed to be the beneficial owners of 29.78% of the oustanding Shares.* ____________________ * On October 5, 1999, the Issuer issued a press release disclosing, among other information, the purchase of 762,000 Shares by the Issuer. The beneficial ownership of the Reporting Persons set forth in this Amendment does not reflect the effect of the October 6 share repurchase by the Issuer. (Footnote continued) 11 01385001.AP7 ____________________ (Footnote continued) Subject to the Form of Irrevocable Proxy described in Item 6, the Reporting Persons have the sole or shared power to vote, direct the vote, dispose of or direct the disposition of all the Shares that they are deemed to beneficially own. CCM acts as the investment manager with respect to certain assets of First Plaza Group Trust, which holds greater than 5% of the outstanding Shares of the Issuer. Relationships with Respect to Securities of the In accordance with the terms of the Rights Agreement, dated as of March 24, 1999, between Harvard Industries, Inc. and State Street Bank and Trust Company, as Rights Agent, on September 27, 1999 the Reporting Persons executed a Form of Irrevocable Proxy which appointed Roger G. Pollazzi as the proxy with the power to vote the Shares beneficially owned by the Reporting Persons in excess of 2,859,529 Shares. 1. An agreement relating to the filing of a joint statement as required by Rule 13d-1(f) under the Securities Exchange Act of 1934 is filed herewith as Exhibit A. 2. A description of the transactions in the Shares that were effected by the Reporting Persons in the previous sixty days through the date of this filing is filed herewith as Exhibit B. The undersigned, after reasonable inquiry and to the best of their knowledge and belief, certify that the information set forth in this statement is true, (Footnote continued) 12 01385001.AP7 ____________________ (Footnote continued) CONTRARIAN CAPITAL ADVISORS, L.L.C. By: /s/ David E. Jackson _____________________________ David E. Jackson, Managing Member CONTRARIAN CAPITAL MANAGEMENT, L.L.C. By: /s/ David E. Jackson _____________________________ David E. Jackson, Managing Member CONTRARIAN CAPITAL FUND I, L.P. By: CONTRARIAN CAPITAL MANAGEMENT, L.L.C., its general partner By: /s/ David E. Jackson _____________________________ David E. Jackson, Managing Member CONTRARIAN CAPITAL FUND II, L.P. By: CONTRARIAN CAPITAL MANAGEMENT, L.L.C., its general partner By: /s/ David E. Jackson ___________________________ David E. Jackson Managing Member October 12, 1999 Exhibit A The undersigned agree that this Schedule 13D dated October 12, 1999 relating to the Common Stock of Harvard Industries, Inc. shall be filed on behalf of the undersigned. (Footnote continued) 13 01385001.AP7 ____________________ (Footnote continued) CONTRARIAN CAPITAL ADVISORS, L.L.C. By: /s/ David E. Jackson _____________________________ David E. Jackson, Managing Member CONTRARIAN CAPITAL MANAGEMENT, L.L.C. By: /s/ David E. Jackson _____________________________ David E. Jackson, Managing Member CONTRARIAN CAPITAL FUND I, L.P. By: CONTRARIAN CAPITAL MANAGEMENT, L.L.C., its general partner By: /s/ David E. Jackson _____________________________ David E. Jackson, Managing Member CONTRARIAN CAPITAL FUND II, L.P. By: CONTRARIAN CAPITAL MANAGEMENT, L.L.C., its general partner By: /s/ David E. Jackson ____________________________ David E. Jackson Managing Member Exhibit B SCHEDULE OF TRANSACTIONS Price Per Share Date Shares Purchased or (Sold)(ex cluding commission) ____ _____________________________ __________________ 9/27/99 200,000 $6.50 14 01385001.AP7 -----END PRIVACY-ENHANCED MESSAGE-----