-----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, Dl2owK3GO8NTRoGBo3Dga0X1df+9iMW9tFgj4ADK52duLOZdAq8HBrX+VleDnrYR K4kx46VzySI/J87ANAIjlA== 0000950133-95-000704.txt : 19951208 0000950133-95-000704.hdr.sgml : 19951208 ACCESSION NUMBER: 0000950133-95-000704 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951206 SROS: NONE GROUP MEMBERS: AMICI ASSOCIATES ET AL GROUP MEMBERS: PORTER, FELLMAN INC. GROUP MEMBERS: THE COLLECTORS' FUND SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HASTINGS MANUFACTURING CO CENTRAL INDEX KEY: 0000046109 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 380633740 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-03816 FILM NUMBER: 95599465 BUSINESS ADDRESS: STREET 1: 325 N HANOVER ST CITY: HASTINGS STATE: MI ZIP: 49058 BUSINESS PHONE: 6169452491X300 MAIL ADDRESS: STREET 2: 325 NORTH HANOVER STREET CITY: HASTINGS STATE: MI ZIP: 49058 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMICI ASSOCIATES ET AL CENTRAL INDEX KEY: 0001004334 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 PARK AVE STREET 2: SUITE 1105 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2126891203 MAIL ADDRESS: STREET 1: 100 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 SCHEDULE 13D/A 1 SCHEDULE 13D (Amendment No. 2) Name of Issuer: Hastings Manufacturing Company Title of Class of Securities: Common Stock, $2.00 par value CUSIP Number: 418398103 Name, Address and Telephone Number of Personal Authorized to Receive Notices and Communications: A. Alex Porter Paul E. Orlin Porter, Felleman Inc. 100 Park Avenue New York, New York 10017 (212) 689-1203 Ronald O. Mueller, Esq. Gibson, Dunn & Crutcher 1050 Connecticut Avenue, N.W. Suite 900 Washington, D.C. 20036 (202) 955-8671 Date of Event which Requires Filing of this Statement: November 8, 1995 Check the following box if a fee is paid with the statement: Not Applicable 2 1. NAME OF REPORTING PERSON: Amici Associates (#13-2871073); The Collectors' Fund (#13-3151264); Porter, Felleman Inc. (#13-2862058) S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) 3. SEC USE ONLY 4. SOURCE OF FUNDS: WC (Working Capital) 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): Not Applicable 6. CITIZENSHIP OR PLACE OF ORGANIZATION: New York, N.Y. 7. SOLE VOTING POWER: 35,600 8. SHARED VOTING POWER: 0 9. SOLE DISPOSITIVE POWER: 35,600 10. SHARED DISPOSITIVE POWER: 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 35,600 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: Not Applicable 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.17% 14. TYPE OF REPORTING PERSON: PN and CO 3 SCHEDULE 13D AMENDMENT NO. 2 This Amendment No. 2 to Schedule 13D is filed by Amici Associates and The Collectors' Fund with respect to Hastings Manufacturing Company (the "Company"). The original Schedule 13D dated February 1, 1991 reported the acquisition of shares of the Company's Common Stock. Amendment No. 1 dated April 8, 1991 reported subsequent purchases of the Company's Common Stock. This Amendment No. 2 reports subsequent transactions in the Company's Common Stock and amends and restates Items 2 and 4 to the Schedule 13D. ITEM 2. IDENTITY AND BACKGROUND The persons filing this Schedule (collectively, the "Reporting Persons") are Amici Associates and The Collectors' Fund. Amici Associates and The Collectors' Fund (the "Partnerships") are New York limited partnerships whose principal business is investing, reinvesting and trading in securities and rights and options relating thereto. The business address of the Partnerships is 100 Park Avenue, Suite 1105, New York, New York 10017. None of the Reporting Persons, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has any been, during the past five years, a party to a civil proceeding described in Item 2(e) of Schedule 13D. The general partners of Amici Associates and The Collectors' Fund are A. Alex Porter and Paul E. Orlin. The principal occupation of Messrs. Porter and Orlin is acting as general partners of Amici Associates and The Collectors' Fund. Neither Mr. Porter nor Mr. Orlin has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has either been, during the last five years, a party to a civil proceeding described in Item 2(e) of Schedule 13D. Messrs. Porter and Orlin are citizens of the United States. ITEM 4. PURPOSE OF TRANSACTIONS The transactions in shares of Common Stock described herein were made in the ordinary course of each of the Reporting Persons' business. Messrs. Porter and Orlin, as general partners of Amici Associates and The Collectors' Fund reserve the right to purchase additional shares of Common Stock or to dispose of shares of Common Stock in the open market or in privately negotiated transactions or in any other lawful manner in the future. Messrs. Porter and Orlin reserve the right to take whatever action with respect to each of the Reporting Persons' holdings of Common Stock they deem to be in the best interest of such Reporting Persons. Without limitation of the foregoing, in an effort to improve the return on the shares of Common Stock held by the 4 Reporting Persons, Messrs. Porter and Orlin and their agents may engage in communications with management at the Company and possibly with other shareholders concerning the on-going losses at the Company, and to explore ways in which those losses can be terminated and greater value can be realized by the Company's shareholders, including through a sale or merger of the Company. The transactions described herein were not, and any future acquisitions would not be made for the purpose of, acquiring control of the Company. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The aggregate number and percentage of shares outstanding of Common Stock beneficially owned by each of the Reporting Persons are set forth below. These percentages are computed based on the Company's shares of Common Stock outstanding (388,383) as set forth in the Company's Form 10-K filed for the year ending December 31, 1994
Number of Shares Percentage of Reporting Persons Beneficially Owned Outstanding Shares - ----------------- ------------------ ------------------ Amici Associates 22,300 5.7% Collectors' Fund 13,300 3.4%
(b) Messrs. Porter and Orlin, as general partners of Amici Associates and The Collectors' Fund have sole power to vote, direct the vote, dispose and direct the disposition of such shares. (c) The trade dates, number of shares and price per share of transactions made on the part of the Reporting Persons since Amendment No. 1 to this Schedule 13D are set forth in the schedule attached to this Amendment No. 2. The transactions were effected on the American Stock Exchange. 5 15) Trade Date, Number of Shares Purchased and Price per Share: Jones/Porter, Felleman 08/30/91 10,700 39.250 Amici Associates 10/25/91 2,000 40.155 Amici Associates 10/29/91 1,200 39.100 Amici Associates 10/30/91 800 39.100 Amici Associates 12/28/93 1,500 30.500 Amici Associates 08/08/94 11,200 27.750 Amici Associates 09/06/95 2,000 27.431 Amici Associates 09/12/95 1,000 26.650 Amici Associates 09/18/95 1,000 25.500 Amici Associates 09/22/95 2,000 24.725 Amici Associates 09/27/95 1,000 26.000 Amici Associates 10/02/95 1,000 26.300 Amici Associates 11/08/95 4,500 25.250 The Collectors' Fund 09/15/94 9,300 28.875 The Collectors' Fund 09/08/95 1,000 25.375 The Collectors' Fund 11/08/95 3,000 25.250
16) Trade Date, Number of Shares Sold and Price per Share: Jones/Porter, Felleman 01/07/94 2,000 31.000 Jones/Porter, Felleman 01/18/94 200 32.750 Jones/Porter, Felleman 01/21/94 1,000 32.750 Jones/Porter, Felleman 11/08/95 7,500 25.250 Amici Associates 02/03/93 300 35.899 Amici Associates 02/09/93 300 36.375 Amici Associates 03/09/94 1,000 36.100 Amici Associates 03/10/94 1,000 37.062 Amici Associates 09/15/94 9,300 28.875 Amici Associates 08/03/95 100 18.250 Amici Associates 08/07/95 200 18.750 Amici Associates 08/08/95 700 18.786 Amici Associates 08/17/95 200 18.625 Amici Associates 08/22/95 300 18.875 Amici Associates 08/23/95 1,200 18.802 Amici Associates 08/25/95 200 19.500 The Collectors' Fund 01/27/94 1,000 33.500 The Collectors' Fund 01/27/94 400 34.000 The Collectors' Fund 01/28/94 600 34.250 The Collectors' Fund 02/03/94 100 34.750 The Collectors' Fund 02/08/94 100 34.750 The Collectors' Fund 03/09/94 500 34.750 The Collectors' Fund 08/08/94 11,200 27.750
6 SIGNATURE After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement is true, complete and correct. AMICI ASSOCIATES Dated: December 1, 1995 /s/A. Alex Porter ------------------------ A. ALEX PORTER General Partner /s/ Paul E. Orlin ------------------------ PAUL E. ORLIN General Partner THE COLLECTORS' FUND /s/ A. Alex Porter ------------------------ A. ALEX PORTER General Partner PORTER, FELLEMAN INC. /s/ A. Alex Porter ------------------------- A. ALEX PORTER President -----END PRIVACY-ENHANCED MESSAGE-----