UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*
HARVARD INDUSTRIES, INC.
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(Name of issuer)
Common Stock, par value $.01 per share
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(Title of class of securities)
417434305
-----------------------------
(CUSIP number)
R.C.O. Hellyer
J O Hambro & Company Limited
10 Park Place
London SW1A 1LP England
011-44-171-222-2020
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(Name, address and telephone number of person authorized to receive notices and
communications)
June 26, 1997
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(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 /__/.
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
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 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).
Page 1 of 12 Pages
<PAGE>
13D
CUSIP No. 417434305 Page 2 of 12 Pages
1.
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
J O Hambro & Partners Limited
No S.S. or IRS Identification Number
(a)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
7. SOLE VOTING POWER
NUMBER OF 0
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 345,000
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 0
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON 345,000
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
345,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
14. TYPE OF REPORTING PERSON*
IA, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 417434305 Page 3 of 12 Pages
1.
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Growth Financial Services Limited
No S.S. or IRS Identification Number
(a)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
7. SOLE VOTING POWER
NUMBER OF 0
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 191,440
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 0
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON 191,440
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
191,440
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 417434305 Page 4 of 12 Pages
1.
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
North Atlantic Smaller Companies Investment Trust plc
No S.S. or IRS Identification Number
(a)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
7. SOLE VOTING POWER
NUMBER OF 0
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 191,440
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 0
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON 191,440
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
191,440
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
14. TYPE OF REPORTING PERSON*
IV, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 417434305 Page 5 of 12 Pages
1.
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Christopher Harwood Bernard Mills
No S.S. or IRS Identification Number
(a)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
7. SOLE VOTING POWER
NUMBER OF 0
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 345,000
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 0
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON 345,000
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
345,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 417434305 Page 6 of 12 Pages
1.
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
J O Hambro Investment Management Limited
No S.S. or IRS Identification Number
(a)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
7. SOLE VOTING POWER
NUMBER OF 0
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 0
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON 0
WITH
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)
0%
14. TYPE OF REPORTING PERSON*
IA, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 417434305 Page 7 of 12 Pages
1.
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
J O Hambro & Company Limited
No S.S. or IRS Identification Number
(a)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
7. SOLE VOTING POWER
NUMBER OF 0
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 345,000
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 0
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON 345,000
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
345,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
14. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 417434305 Page 8 of 12 Pages
1.
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
J O Hambro Asset Management Limited
No S.S. or IRS Identification Number
(a)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
7. SOLE VOTING POWER
NUMBER OF 0
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 345,000
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 0
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON 345,000
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
345,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
14. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 417434305 Page 9 of 12 Pages
1.
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
American Opportunity Trust plc
No S.S. or IRS Identification Number
(a)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
7. SOLE VOTING POWER
NUMBER OF 0
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 123,560
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 0
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON 123,560
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
123,560
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
14. TYPE OF REPORTING PERSON*
IV, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
AMENDMENT NO. 5 TO
STATEMENT ON SCHEDULE 13D
This Amendment No. 5 to Statement on Schedule 13D (the "Amendment")
amends Item 5 of the Statement on Schedule 13D (the "Schedule 13D") filed on
September 19, 1994 with the Securities and Exchange Commission (the "SEC") by
the Filing Parties, as amended by Amendment No. 1 filed with the SEC on October
12, 1994, as further amended by Amendment No. 2 filed with the SEC on October
26, 1994, as further amended by Amendment No. 3 filed with the SEC on March
27, 1997, and as further amended by Amendment No. 4 filed with the SEC on
June 20, 1997.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
No changes except that Items 5(a-c, e) are replaced with the following:
(a) - (b) The aggregate number and percentage of the outstanding Common
Stock of the Company beneficially owned by each of the Filing Parties are as
follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Number of Number of
Number of Shares: Shares: Sole
Filing Aggregate Shares: Sole Shared or Shared
Party Number of Power to Power to Power to Approximate
Shares: Vote Vote Dispose Percentage*
J O Hambro 345,000 0 345,000 345,000 4.9%
& Partners
J O Hambro 345,000 0 345,000 345,000 4.9%
& Company
J O Hambro Asset 345,000 0 345,000 345,000 4.9%
Management
J O Hambro 0 0 0 0 0%
Investment
NASCIT 191,440 0 191,440 191,440 2.7%
American 123,560 0 123,560 123,560 1.8%
Opportunity Trust
GFS 191,440 0 191,440 191,440 2.7%
Christopher Mills 345,000 0 345,000 345,000 4.9%
- -------------
* Based on 7,026,587 shares of Common Stock, par value $.01 per share
outstanding as of May 1, 1997, which is based on information reported in the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997.
</TABLE>
Page 10 of 12 Pages
<PAGE>
(c) Since June 20, 1997, the Filing Parties effected no transactions
in the Common Stock other than those set forth in the following table:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
No. of Price
Date Filing Party Shares (US$) Broker
6/12/97 NASCIT 24,320 0.5625 Johnson Investment
Services
6/12/97 AOT 15,680 0.5625 Johnson Investment
Services
6/25/97 NASCIT 6,080 0.531 Johnson Investment
Services
6/25/97 AOT 3,920 0.531 Johnson Investment
Services
6/26/97 NASCIT 24,320 0.53125 Johnson Investment
Services
6/26/97 AOT 15,680 0.53125 Johnson Investment
Services
</TABLE>
All of the above transactions were effected in the open market and were
sales.
(e) On June 26, 1997, the Filing Parties ceased to beneficially own
more than five percent of the outstanding Common Stock.
Page 11 of 12 Pages
<PAGE>
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: 1 July 1997 J O HAMBRO & PARTNERS LIMITED
By: /s/ R C O HELLYER
____________________________
Name: R C O Hellyer
Title: Director
Executed on behalf of the
parties hereto pursuant to
the previously filed Joint
Filing Agreement.
Page 12 of 12 Pages
<PAGE>
