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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
-----------------------------------
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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(Amendment No. )*
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Harvard Industries, Inc.
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(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
---------------------------------------
(Title of Class of Securities)
000417434
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(CUSIP Number)
Mr. William Austin
212-446-1930
Internationale Nederlanden (U.S.) Capital Corporation
135 East 57th Street
New York, New York 10022
------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Walter W. Driver, Jr.
King & Spalding
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
July 2, 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: / /
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Check the following box if a fee is being paid with the Statement. / X / (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.
* 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
disclosure 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 Exchange
Act of 1934 (the "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 following pages)
Page 2 of 12 Pages
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CUSIP NO. 000417434
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Internationale Nederlanden (U.S.) Capital Corporation
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7. SOLE VOTING POWER 426,300
SHARES
BENEFICIALLY 8. SHARED VOTING POWER -0-
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 426,300
REPORTING
PERSON
WITH 10. SHARED DISPOSITIVE POWER -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
426,300
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
Page 3 of 12 Pages
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14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
Page 4 of 12 Pages
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STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
Item 1. Security and Issuer
The class of equity securities to which this statement on Schedule 13D
relates is the common stock, par value $0.01 per share (the "Common Stock"), of
Harvard Industries, Inc. (the "Issuer"), a Delaware corporation, with its
principal executive offices located at 2502 North Rocky Point Drive, Suite 960,
Tampa, Florida 33607.
Item 2. Identity and Background
This statement is being filed by Internationale Nederlanden (U.S.) Capital
Corporation, a Delaware corporation ("Holder"). Holder is engaged principally
in the financial services business. The principal place of business and
principal office of Holder is located at 135 East 57th Street, New York, New
York 10022.
Holder is a wholly owned subsidiary of Internationale Nederlanden (U.S.)
Capital Holdings Corporation ("U.S. Holdings"), a holding company with
subsidiaries engaged principally in the financial services business. U.S.
Holdings is organized under the laws of the State of Delaware and its principal
executive office is located at 135 East 57th Street, New York, New York 10022.
U.S. Holdings is a wholly owned subsidiary of ING Bank N.V. ("INB"). INB
is organized under the laws of The Netherlands. INB is engaged principally in
the financial services business. INB has its principal executive offices at De
Amesterdamse Poort, 1102 MG, Amsterdam Zuid - Oost, Postbus 1800, 1000 AV,
Amsterdam, The Netherlands.
INB is a wholly owned subsidiary of ING Groep N.V. ("ING"), a holding
company organized under the laws of The Netherlands with subsidiaries engaged
principally in the financial services business. ING's principal executive
office is located at Strawinskylaan 2631, Postbus 810, 1000 AV Amsterdam, The
Netherlands.
Schedule 1 attached hereto and incorporated herein by reference sets forth
certain additional information with respect to each executive officer and
director of (i) Holder, (ii) U.S. Holdings, (iii) INB and (iv) ING.
Page 5 of 12 Pages
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During the last five years, none of (i) Holder, (ii) U.S. Holdings, (iii)
INB, (iv) ING and, (v) to the best knowledge of Holder, the persons identified
in Schedule 1, has been (a) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (b) 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 violations with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The funds used to purchase the Common Stock which is the subject of this
report were derived from the working capital of the Holder.
Item 4. Purpose of Transaction.
The subject shares of Common Stock directly or indirectly acquired have
been acquired for investment purposes. Holder has no plans or proposals
relating to any matters specified in paragraphs (a) through (j) of Item 4 of
Schedule 13D. However, Holder reserves the right to adopt such plans or
proposals in the future, subject to applicable regulatory requirements, if any.
Depending upon market conditions, an evaluation of the business and prospects
of the Issuer and other factors, Holder or it affiliates may, in its sole
discretion, purchase additional shares of Common Stock or dispose of the
subject shares of Common Stock from time to time in the open market, in
privately negotiated transactions or otherwise, subject to market conditions
and other factors.
Item 5. Interest in Securities of the Issuer.
(a) As of the date on which this statement is executed, Holder
beneficially owns 426,300 shares of Common Stock of the Issuer, constituting
6.1% of the Issuer's issued and outstanding shares of Common Stock, based upon
an aggregate of 6,998,907 shares of Common Stock of the Issuer issued and
outstanding as of May 15, 1996 (as disclosed on Form 10-Q filed with the
Securities and Exchange Commission by the Issuer on May 15, 1996). Except as
described herein, none of (i) Holder, (ii) U.S. Holdings, (iii) INB, (iv) ING
and (v) to the best knowledge of Holder, the persons identified in Schedule 1
hereto, presently beneficially own any Common Stock.
(b) Holder will have sole power to vote or to direct the vote of, and to
dispose or to direct the disposition of, the subject Common Stock.
(c) Except as indicated herein, no transactions in the shares of Common
Stock have been effected by (i) Holder, (ii) U.S. Holdings, (iii) INB, (iv) ING
or, (v) to the best knowledge of Holder, by any of the persons listed on
Schedule 1 hereto, during the 60 days preceding the date of this statement.
Page 6 of 12 Pages
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(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
securities described above.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None.
Item 7. Material to be filed as Exhibits.
None
Page 7 of 12 Pages
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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.
Dated: July 12, 1996
INTERNATIONALE NEDERLANDEN (U.S.)
CAPITAL CORPORATION
By:/s/ William A. Austin
---------------------------
Name: William A. Austin
Title: General Counsel
Page 8 of 12 Pages
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SCHEDULE 1
Set forth below is the name and position of each of the executive officers
and directors of (i) Holder, (ii) U.S. Holdings, (iii) INB and (iv) ING.
Except as otherwise indicated, the principal occupation of each person
listed below is as a Senior Officer of Holder, U.S. Holdings, INB and/or ING,
as the case may be. Unless otherwise indicated, each person listed below is a
citizen of The Netherlands.
The business address of each person at Holder and U.S. Holdings is 135
East 57th Street, New York, New York 10022. The business address of each
person at INB is De Amsterdamse Poort, 1102 MG, Amsterdam Zuid - Oost, Postbus
1800, 1000 AV, Amsterdam, The Netherlands. The business address of each person
at ING is Strawinskylaan 2631, Postbus 810, 1000 AV Amsterdam, The Netherlands.
INTERNATIONALE NEDERLANDEN (U.S.) CAPITAL CORPORATION
Executive Officers
- ------------------
Name Position
- ---- --------
L.C. Grijns Chairman
H.D. Bartges President
(U.S.)
Directors
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Principal Occupation
Name (if other than as indicated above)
- ---- ----------------------------------
L.C. Grijns Chairman
H.D. Bartges President
(U.S.)
J.C. Gray Treasurer Senior Managing Director of Holder
(U.S.)
Bart J. Staal
Page 9 of 12 Pages
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INTERNATIONALE NEDERLANDEN (U.S.) CAPITAL HOLDINGS CORPORATION
Executive Officers
- ------------------
Name Position
- ---- --------
L.C. Grijns Chairman
H.D. Bartges President
(U.S.)
Directors
- ---------
Principal Occupation
Name (if other than as indicated above)
- ---- ----------------------------------
L.C. Grijns,
Chairman
J.C. Gray
(U.S.)
H.D. Bartges
(U.S.)
H.H. Idzerda
C. Maas
Bart Staal
ING BANK N.V.
Executive Officers
- ------------------
Name Position
- ---- --------
G.J.A. van der Lugt Chairman
J.H.M. Lindenbergh Member
C. Maas Member
M. Minderhoud Member
Page 10 of 12 Pages
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Directors
- ---------
Principal Occupation
Name (if other than as indicated above)
- ---- ----------------------------------
J. W. Berghuis Vice Chairman, Executive Board, Koninklijke
Pakhoed N.V.
J. Kamminga Chairman of the Board, MKB Nederland; director of
Makelaarskantoor J. Kamminga & Zonen B.V.
O.H.S. van Royen Retired
G. Verhagen Retired
P.F. van der Heijden
ING GROUP N.V.
Executive Officers
- ------------------
Name Position
- ---- --------
A.G. Jacobs Chairman
G.J.A. van der Lugt Vice Chairman
J.H. Holsboer Member
H. Huizinga Member
E. Kist Member
J.H.M. Lindenbergh Member
C. Maas Member
M. Minderhoud Member
Directors
- ---------
Principal Occupation
Name (if other than as indicated above)
- ---- ----------------------------------
J.B. Erbe, Retired
Chairman
L.A.A. van den Berghe Professor at Erasmus University of Rotterdam,
(Belgium) The Netherlands (Economics and management of
insurance companies)
J.W. Berghuis Vice Chairman, Executive Board, Koninklijke
Pakhoed N.V.
J. Kamminga Chairman of the Board, MKB Nederland; director
of Makelaarskantoor J. Kamminga & Zonen B.V.
Page 11 of 12 Pages
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O.H.A. van Royen Retired
J.J. van Rijn Retired
G. Verhagen Retired
Vice Chairman
P.F. van der Heijden
M. Ververs Chairman of Executive Board, Wolters Kluwer N.V.
Vice Chairman
Page 12 of 12 Pages
