<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D
------------
Under the Securities Exchange Act of 1934
-----------------------------------------
(Amendment No. 2 )*
----------------
Harvard Industries, Inc.
------------------------
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
---------------------------------------
(Title of Class of Securities)
000417434
---------
(CUSIP Number)
Mr. William Austin
212-446-1930
ING (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
November 1, 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: / /
---
<PAGE> 2
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.
* 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 6 Pages
<PAGE> 3
<TABLE>
<S> <C> <C>
CUSIP NO. 000417434
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
ING (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 -0-
SHARES
BENEFICIALLY 8. SHARED VOTING POWER -0-
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER -0-
REPORTING
PERSON
WITH 10. SHARED DISPOSITIVE POWER -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
</TABLE>
Page 3 of 6 Pages
<PAGE> 4
0%
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 6 Pages
<PAGE> 5
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
Item 4. Purpose of Transaction.
Item 4 is amended and supplemented by adding to the information
previously filed under this item the following:
All shares of the Issuer's Common Stock have been transferred as of
November 1, 1996 to an affiliate of the Holder, ING Baring (U.S.) Capital
Corporation.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended and supplemented by adding to the information
previously filed under this item the following:
(a) As of the date on which this statement is executed, Holder no
longer beneficially owns shares of Common Stock of the Issuer. All shares of
Issuer's Common Stock were transferred to an indirect wholly owned subsidiary
of U.S. Holdings, ING Baring (U.S.) Capital Corporation, as of November 1,
1996. As of the date of this filing, ING Baring (U.S.) Capital Corporation
will be the reporting person.
(c) Except as indicated herein and reports filed by ING Baring
(U.S.) Capital Corporation, no transactions in the shares of Common Stock have
been effected by (i) Holder, (ii) U.S. Capital Holdings, (iii) U.S. Holdings,
(iv) INB, (v) ING and, (vi) to the best knowledge of Holder, by any of the
persons listed on Schedule 1 attached to Amendment No. 1, during the past 60
days.
Item 7. Material to be filed as Exhibits.
None.
Page 5 of 6 Pages
<PAGE> 6
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: February 11, 1997
ING (U.S.) CAPITAL CORPORATION
By: /s/ William A. Austin
-----------------------------------
Name: William A Austin
Title: General Counsel
Page 6 of 6 Pages
