SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Excel Industries, Inc.
(Name of issuer)
Common Stock, No par value
(Title of class of securities)
300657 10 3
(CUSIP number)
John M. Rintamaki, Secretary, Ford Motor Company
The American Road, Dearborn, Michigan 48121 (313) 322-3000
-----------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
March 24, 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 the
statement ____. (A fee is not required only if the reporting
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 are to be sent.
(Continued on following pages)
(Page 1 of 3 Pages)
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* 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 disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
and 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).
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CUSIP No. 300657 10 3 13D/A Page 2 of 3 Pages
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<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS
2 CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP* (a) ___
(b) ___
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ___
6 CITIZENSHIP OR PLACE OF
ORGANIZATION
NUMBER OF 7 SOLE VOTING POWER None
SHARES
BENEFICIALLY 8 SHARED VOTING POWER None
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER None
REPORTING
PERSON WITH 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*
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 300657 10 3 13D Page 3 of 3 Pages
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, Ford Motor Company ("Ford") no
longer owns, beneficially or otherwise, any shares of Common Stock
of the Issuer. On March 24, 1994, Ford and the Ford Motor Company
Fund (together, the "Selling Shareholders") sold all of their
shares of Common Stock of the Issuer in a secondary public offering
pursuant to an Underwriting Agreement dated March 17, 1994 by and
among the Selling Shareholders, the Issuer, and Dean Witter
Reynolds Inc., Goldman, Sachs & Co. and J. P. Morgan Securities
Inc., as representatives of the several underwriters named herein.
Such offering was registered under the Securities Act of 1933
pursuant to a Registration Statement on Form S-3 (No. 33-52315).
(b) Ford has no power to vote or direct the vote of any
shares of the Issuer's Common Stock.
(c) Ford did not have any transactions in the Common Stock of
the Issuer within the 60-day period preceding the sale by it of all
of its shares of the Issuer's Common Stock.
(d) Not applicable.
(e) On March 24, 1994, Ford ceased to be the beneficial owner
of more than five percent of the Issuer's Common Stock.
Item 6. Contracts, Arrangements, understandings or
Relationships With Respect to Securities of the Issuer.
By its terms, the Shareholders Agreement dated October 7, 1986
among Ford, certain shareholders of the Issuer, and the Issuer,
referred to in and filed as an exhibit to Ford's Schedule 13D dated
October 16, 1986, as amended by Amendment No. 1 thereto dated
January 20, 1994 (the "Initial Schedule 13D"), automatically
terminated upon the sale by Ford of all of its shares of Common
Stock of the Issuer.
In addition, except for certain indemnification rights, Ford
and the Issuer agreed to terminate the Stock Purchase Agreement
dated as of August 19, 1986, referred to and filed as an exhibit to
the Initial Schedule 13D, effective upon the sale by Ford of all of
its shares of Common Stock of the Issuer.
The supplier relationship between Ford and the Issuer has not
changed as a result of the sale by Ford of its shares of Common
Stock of the Issuer.
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.
Dated: April 27, 1994
/s/John M. Rintamaki
John M. Rintamaki
Secretary
Ford Motor Company
J:\a\13DFord.A2
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