-----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, PagiIESL6cVJighSer1MVSAR54INOJ9fTEmemtTAkpPM2lMTFWJnKaFNxbQNyrwK rL0Cog2Cg4DB//+uV6OtUg== 0000046618-96-000063.txt : 19960530 0000046618-96-000063.hdr.sgml : 19960530 ACCESSION NUMBER: 0000046618-96-000063 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960529 SROS: NYSE 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: METAL FORGING & STAMPINGS [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: 96573810 BUSINESS ADDRESS: STREET 1: 5794 W LAS POSITAS BLVD CITY: PLEASANTON STATE: CA ZIP: 94588 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: UNKNOWN SIC - 0000 [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 FORMER COMPANY: FORMER CONFORMED NAME: HEINE SECURITIES CORP /ADV DATE OF NAME CHANGE: 19940202 SC 13D/A 1 HEXCEL FORM 13D AMND #4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) Hexcel Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) (CUSIP Number) 428290100 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) May 23, 1996 (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 7 pages CUSIP No. 13D Page 2 of 7 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 3,535,606 (See Item 5) BENEFICIALLY 8 SHARED VOTING POWER OWNED BY N/A EACH 9 SOLE DISPOSITIVE POWER REPORTING 3,535,606 (See Item 5) PERSON 10 SHARED DISPOSITIVE POWER WITH N/A 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,535,606 (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8% (See Item 5) 14 TYPE OF REPORTING PERSON* IA *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 13D Page 3 of 7 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 (See Item 5) BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 3,535,606 (See Item 5) EACH 9 SOLE DISPOSITIVE POWER REPORTING N/A (See Item 5) PERSON 10 SHARED DISPOSITIVE POWER WITH 3,535,606 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,535,606 (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8% (See Item 5) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT! Item 1. Security and Issuer The class of equity securities to which this Statement relates is common stock ("Common Stock") of Hexcel Corporation, a Delaware corporation (the "Issuer"). The Issuer's principal executive offices are located at 5794 West Las Positas Boulevard, Pleasanton, California 94588- 8781. Item 2. Identity and Background (a-c) This Statement is being filed by Heine Securities Corporation "HSC"), a Delaware corporation, whose principal and executive offices are located at 51 John F. Kennedy Parkway, Short Hills, New Jersey 07078. HSC is an investment adviser registered with the U.S. Securities and Exchange Commission ("SEC") under the Investment Advisers Act of 1940, as amended. Mutual Series Fund Inc. ("Mutual Series"), an investment company registered with the SEC under the Investment Company Act of 1940, as amended, is one of HSC's advisory clients. Three of the series comprising Mutual Series, Mutual Shares Fund, Mutual Qualified Fund and Mutual Beacon Fund, are the beneficial owners of the securities covered by this statement. Pursuant to investment advisory agreements with each of its advisory clients, including Mutual Series, HSC has sole investment discretion and voting authority with respect to such securities. This Statement is also being filed by Michael F. Price. Michael F. Price is President of HSC, in which capacity he exercises voting control and dispositive power over the securities reported herein by HSC. Mr. Price, therefore, may be deemed to have indirect beneficial ownership over such securities. Neither Mr. Price nor HSC has any interest in dividends or proceeds from the sale of such securities, owns no shares for their own account and disclaims beneficial ownership of all securities reported herein. The name, residence or business address, and the principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each executive officer and director and each controlling person, if any, of HSC is set forth in the Exhibit A filed with the original Schedule 13D. Exhibit A also lists the names of each executive officer of Mutual Series. (d-e) During the last five years, neither HSC nor, to the best of HSC's knowledge, any person listed in Exhibit A (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to, 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 violation with respect to such laws. (f) To the best of HSC's knowledge, each of the individuals listed on Exhibit A attached hereto is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration The securities reported herein were acquired with funds of approximately $16,352,178. All such funds were provided from working capital of Mutual Series. Item 4. Purpose of Transaction On October 24, 1994, Mutual Series entered into a Standby Purchase Commitment (the "Standby Commitment") with the Official Committee of Equity Security Holders of Hexcel Corporation (the "Equity Committee") and the Issuer. Under the Standby Commitment, (a copy of which has previously been filed as Exhibit D to this Schedule), Mutual Series agreed to participate in and act as standby purchaser for a rights offering (the "Rights Offering") to fund a plan of reorganization for the Issuer. The Standby Commitment was the basis for a consensual plan of reorganization (the "Plan") filed in the Issuer's Chapter 11 case which was confirmed on January 10, 1995. In accordance with the Standby Commitment and Plan, on February 9, 1995, Mutual Series purchased 1,945,946 shares of Common Stock at $4.625 per share. Pursuant to the Plan, $41 million of the Common Stock was offered to stockholders of record on February 9, 1995 of the Issuer (the "Existing Stockholders") in the Rights Offering. Upon the termination of the Rights Offering, Mutual Series was obligated to purchase, at a price of $4.625 per share, shares of Common Stock not purchased by stockholders of the Issuer pursuant to the Rights Offering. On April 6, 1995, Mutual Series purchased 1,589,660 shares pursuant to this obligation. Together with its purchase on February 9, 1995, Mutual Series, in the aggregate, owned approximately 19.5% of the shares of Common Stock then outstanding. In connection with the transactions described above, the Issuer and Mutual Series entered into a Registration Rights Agreement on February 9, 1995 which provided, among other things, for the payment by the Issuer of certain expenses in connection with the registration under the Securities Act of 1933 of Common Stock owned by Mutual Series. On February 29, 1996, in connection with its acquisition of Ciba Composites, the Issuer issued 18,022,000 additional shares of Common Stock. The resulting increase in the number of Common Stock outstanding reduced the percentage ownership of Common Stock by Mutual Series from 19.5% to 9.8% even though the number of shares of Common Stock owned by Mutual Series remained the same. Peter Langerman, a representative of HSC's advisory clients, did not stand for re-election as a member of the Issuer's Board of Directors at the Issuer's Annual Shareholders meeting held on May 23, 1996. The securities covered by this Statement were acquired by Mutual Series for the purpose of investment. However, in the future, HSC may decide to have Mutual Series or its other advisory clients purchase additional shares of Common Stock or other securities of the Issuer. In addition, HSC may cause Mutual Series or its other advisory clients to dispose of any or all securities of the Issuer in any manner permitted by applicable securities laws. Concurrently with the filing of this amended Schedule 13D, the undersigned are filing a Schedule 13G with respect to the Common Stock owned by Mutual Series. 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 (c) and (e) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer (a-b) As the holder of sole voting and investment power over the securities owned by its advisory clients, HSC (and therefore Mr. Price) may be deemed to be, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, the beneficial owner of all 3,535,606 shares of Common Stock owned by its advisory client, Mutual Series. These shares represent 9.8% of the Common Stock outstanding. HSC has the sole power to vote or direct to vote, and the sole power to dispose or to direct the disposition of the shares of Common Stock owned by Mutual Series. However, HSC and Mr. Price disclaim any economic interest or beneficial ownership in any shares of the Common Stock covered by this Statement. (c) Neither HSC, Mr. Price, any of HSC's advisory clients, nor, to the best of HSC's knowledge, any person identified in the previously filed Exhibit A, beneficially owns any securities of the Issuer, or has entered into any transactions in the shares of any securities of the Issuer, including the Common Stock, within the past sixty days. (d) No person other than Mutual Series has the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of the securities being reported herein. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Except as set forth above, neither HSC, Mutual Series, nor, to the best of HSC's knowledge, any of the persons named in Exhibit A hereto, has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finders' fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. Item 7. Material To Be Filed As Exhibits (each of which has been previously filed) Exhibit A Executive Officers and Directors of HSC and Executive Officers of Mutual Series Exhibit B September 14, 1994 Letter from Mutual Series Fund Inc. to Board of Directors of the Issuer Exhibit C Joint Filing Agreement Exhibit D Standby Purchase Commitment dated October 24, 1994 among Mutual Series Fund Inc., the Board of Directors of the Issuer, and The Official Committee of Equity Security Holders of Hexcel Corporation 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: May 29, 1996 /s/ Michael F. Price President Heine Securities Corporation /s/ Michael F. Price -----END PRIVACY-ENHANCED MESSAGE-----