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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
HARVARD INDUSTRIES, INC.
(Name of Issuer)
Class B Common Stock, par value $0.01
(Title of Class of Securities)
417434305
(CUSIP Number)
David A. Persing
885 Third Avenue
New York, NY 10022
(212) 888-5500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices & Communications)
February 12, 1997
(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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SCHEDULE 13D
CUSIP No. 417434305
1. NAME OF REPORTING PERSON Pengo Securities Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Not furnished
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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 New York
__________________
| 7. SOLE VOTING POWER 617,900
NUMBER OF |
SHARES |
BENEFICIALLY | 8. SHARED VOTING POWER --
OWNED BY |
EACH |
REPORTING | 9. SOLE DISPOSITIVE POWER 617,900
PERSON |
WITH |
__________________| 10. SHARED DISPOSITIVE POWER --
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 617,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* (See Instructions) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.8%
14. TYPE OF REPORTING PERSON CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 417434305
1. NAME OF REPORTING PERSON Pengo Industries Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Not furnished
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (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 ORGANIZATION Texas
__________________
| 7. SOLE VOTING POWER 617,900
NUMBER OF |
SHARES |
BENEFICIALLY | 8. SHARED VOTING POWER --
OWNED BY |
EACH |
REPORTING | 9. SOLE DISPOSITIVE POWER 617,900
PERSON |
WITH |
__________________| 10. SHARED DISPOSITIVE POWER --
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 617,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* (See Instructions) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.8%
14. TYPE OF REPORTING PERSON CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 417434305
1. NAME OF REPORTING PERSON Durian Securities, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Not furnished
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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 New York
__________________
| 7. SOLE VOTING POWER 581,300
NUMBER OF |
SHARES |
BENEFICIALLY | 8. SHARED VOTING POWER --
OWNED BY |
EACH |
REPORTING | 9. SOLE DISPOSITIVE POWER 581,300
PERSON |
WITH |
__________________| 10. SHARED DISPOSITIVE POWER --
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 581,300
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* (See Instructions) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3%
14. TYPE OF REPORTING PERSON CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 417434305
1. NAME OF REPORTING PERSON Randall D. Smith
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Not furnished
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS NA
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION United States
__________________
| 7. SOLE VOTING POWER 641,800
NUMBER OF |
SHARES |
BENEFICIALLY | 8. SHARED VOTING POWER --
OWNED BY |
EACH |
REPORTING | 9. SOLE DISPOSITIVE POWER 641,800
PERSON |
WITH |
__________________| 10. SHARED DISPOSITIVE POWER --
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 641,800
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* (See Instructions) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1%
14. TYPE OF REPORTING PERSON IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 417434305
1. NAME OF REPORTING PERSON Energy Management Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Not furnished
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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 Colorado
__________________
| 7. SOLE VOTING POWER 60,500
NUMBER OF |
SHARES |
BENEFICIALLY | 8. SHARED VOTING POWER --
OWNED BY |
EACH |
REPORTING | 9. SOLE DISPOSITIVE POWER 60,500
PERSON |
WITH |
__________________| 10. SHARED DISPOSITIVE POWER --
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 60,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* (See Instructions) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9%
14. TYPE OF REPORTING PERSON CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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The statement on Schedule 13D dated September 8, 1994, as amended by
Amendment No. 1 thereto dated October 19, 1994, Amendment No. 2 dated December
29, 1994 and Amendment No. 3 dated January 4, 1995 (as so amended, the
"Schedule 13D"), filed by Pengo Securities Corp. ("Pengo Securities"), Pengo
Industries, Inc. ("Pengo Industries"), Durian Securities, Inc. ("Durian"),
Randall D. Smith and Energy Management Corporation ("EMC") is hereby amended
and restated as set forth below.
Item 1. Security and Issuer.
This Schedule 13D relates to shares of Common Stock (the "Common
Stock)", par value $.01 per share, of Harvard Industries, Inc. (the "Issuer").
The principal executive offices of the Issuer are located at 2502 Rocky Point
Drive, Tampa, Florida 33607. This Statement is filed by the reporting persons
(the "Reporting Persons") identified in Item 2 below.
Item 2. Identity and Background
This Schedule 13D is filed by the following Reporting Persons:
A. Pengo Securities Corp. ("Pengo Securities"). Pengo Securities is a
New York corporation having its principal business address at 885 Third Avenue,
34th Floor, New York, New York 10022. Pengo Securities' principal business is
making investments.
B. Pengo Industries, Inc. ("Pengo Industries"). Pengo Industries is a
Texas corporation having its principal business address at 710 Zwissig Way,
Union City, California 94587. Pengo Industries' principal business is serving
as a holding company.
C. Durian Securities, Inc. ("Durian"). Durian is a New York corporation
having its principal business address at 885 Third Avenue, New York, New York
10022. Durian's principal business is making investments.
D. Randall D. Smith. Mr. Randall Smith has his principal business
address at 885 Third Avenue, New York, New York 10022. Mr. Randall Smith's
principal occupation is as an investor.
E. Energy Management Corporation ("EMC"). EMC is a Colorado corporation
having its principal business offices at 1010 Lamar, Houston, Texas. EMC's
principal business is making investments.
The following persons are not Reporting Persons but are identified as they
are executive officers or directors of a Reporting Person:
A. John W. Adams. Mr. Adams has his business address at 885 Third
Avenue, New York, New York 10022. His principal employment is as the President
of Smith Management Company, Inc.
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B. Jeffrey A. Smith. Mr. Jeffrey Smith has his business address at 885
Third Avenue, New York, New York 10022. Mr. Smith's principal employment is as
Executive Vice President of Smith Management Company, Inc.
C. Caleb S. Smith. Mr. Smith's principal business address is 885 Third
Avenue, New York, New York 10022.
None of the individuals or entities identified above, during the last five
years, have been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or was 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. All natural persons identified above are United States citizens.
Item 3. Source and Amount of Funds or Other Consideration.
All of the shares of Common Stock owned by the Reporting Persons were paid
for out of the working capital of Durian, Pengo Securities and EMC. The
aggregate purchase price paid for the 1,259,700 shares of Common Stock owned by
the Reporting Persons was $15,786,918.
Item 4. Purpose of Transaction.
All of the shares of Common Stock owned by Reporting Persons were acquired
for investment purposes. The Reporting Persons intend to review their
investment in the Issuer on a continuing basis and will take such actions as
they deem appropriate to preserve and enhance the value of their investment.
Depending upon the Reporting Persons' evaluation of a variety of factors and
future developments (including, without limitation, the Issuer's business and
prospects, market prices of the Issuer's securities, availability and
alternative uses of funds, as well as general and economic conditions), the
Reporting Persons reserve the right to acquire additional securities of the
Issuer, to dispose of some or all of such securities or to formulate other
purposes, plans or proposals regarding the Issuer to the extent deemed
advisable by the Reporting Persons.
On February 12, 1997 John W. Adams, an executive officer of Pengo
Securities, Durian and EMC, was elected as Chairman and CEO of the Issuer. The
press release announcing the election of Mr. Adams as Chairman and CEO of the
Issuer is filed as an Exhibit pursuant to Item 7 of this Schedule 13D.
Except as set forth above, the Group members have no present plans or
proposals which relate to or would result in any matter of the type described
in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety to read as follows:
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(a) Pengo Securities owns 617,900 shares of Common Stock representing
8.8% of the outstanding Common Stock. Durian owns 581,300 shares of Common
Stock representing 8.3% of the outstanding Common Stock. EMC owns 60,500
shares of Common Stock representing 0.9% of the outstanding Common Stock.
(b) Pengo Industries may be regarded as having the sole power to vote or
to direct the vote, or to dispose or to direct the disposition of, the shares
of Common Stock reported in Item 5(a) above beneficially owned by Pengo
Securities. Randall D. Smith may be regarded as having the sole power to vote
or direct the vote, or to dispose or direct the disposition of, the shares of
Common Stock reported in Item 5(a) above as owned by Durian and EMC.
(c) There have been no transactions by any Group member in the Common
Stock during the sixty days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings, or relationships
(legal or otherwise) among the Reporting Persons or between the Reporting
Persons and any person with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended and restated in its entirety to reach as follows:
1 Press Release dated February 12, 1997.
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SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, correct and complete.
PENGO SECURITIES CORP.
Dated: February 20, 1997 By: DAVID A. PERSING
________________________________
Name: David A. Persing
Title: Senior Vice President
PENGO INDUSTRIES, INC.
Dated: February 20, 1997 By: DAVID A. PERSING
________________________________
Name: David A. Persing
Title: Senior Vice President
DURIAN SECURITIES, INC.
Dated: February 20, 1997 By: DAVID A. PERSING
________________________________
Name: David A. Persing
Title: Senior Vice President
ENERGY MANAGEMENT CORPORATION
Dated: February 20, 1997 By: DAVID A. PERSING
________________________________
Name: David A. Persing
Title: Senior Vice President
Dated: February 20, 1997 RANDALL D. SMITH
________________________________
Randall D. Smith
10
HARVARD INDUSTRIES, INC.
RELEASE: Immediately
CONTACT: Richard T. Dawson Stephen J. Kasser
Vice President-General Counsel PUBLIC COMMUNICATIONS INC.
HARVARD INDUSTRIES 813/226-2772
813/288-5000 813/460-1422
John W. Adams Named Chairman and CEO
Of Harvard Industries, Inc.
Roger L. Burtraw Appointed President
Vincent J. Naimoli Will Continue as Consultant to Company
Tampa, Fla. -- (February 12, 1997) -- Harvard Industries, Inc.
(NASDAQ:HAVA),a major producer of automotive OEM parts and accessories, today
announced that its Board of Directors has accepted the resignation of Vincent
J. Naimoli as Chairman, President and CEO of the Company. The Board has
elected John W. Adams as Chairman and CEO and Roger L. Burtraw as President of
the Company. Naimoli will continue his involvement with the Company, as a
consultant, and will assist the Board in its search for a new CEO.
"During the past four years we have been able to position Harvard as a
growth company in an increasingly consolidated and international automotive
supplier marketplace," Naimoli said.
"More than anything, this is a lifestyle issue for me," Naimoli explained.
"I have been privileged to lead Harvard Industries through major changes and
have set the stage for the future. However, I believe it would be very
difficult to continue to manage Harvard while fulfilling my other business
obligations and still have time for my family and civic and charitable
involvement."
Chairman and CEO John W. Adams was elected a Director of Harvard in October
1994. He has been President of Smith Management Company, an investment firm,
since 1984.
Adams stated that he intends to remain as CEO until the Company finds a new
chief executive with appropriate industry experience to lead the Company for the
future. He noted that the Company's future challenge has to be to reverse
its poor financial results for fiscal 1996 and its continuing losses into the
first quarter of 1997, in both cases attributable primarily to the poor
performance of its Doehler-Jarvis subsidiary.
Roger L. Burtraw has been Executive Vice president of the Company since
August 1995 and Senior Vice President from January 1993 to August 1995. Prior
to that, he was President of the Company's subsidiary, Kingston-Warren, from
April 1991 to January 1993.
Harvard Industries, Inc., through its subsidiaries, designs, develops and
manufactures a broad range of components for original equipment manufacturers,
producing cars and light trucks in North America and abroad.
(35-6475.rel) ###
2502 N. Rocky Point Drive, Suite 950
Tampa, Florida
813/288-5000 - FAX 813/281-0851
