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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1997
COMMISSION FILE NO. 0-21362
HARVARD INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 21-0715310
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
3 WERNER WAY, LEBANON, NEW JERSEY 08833
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (908) 437-4100
Securities registered pursuant to Section 12(b) of the Act: None
Securities rgistered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share Over the Counter Bulletin
Board Market
Pay-In-Kind Exchangeable Preferred Over the Counter Bulletin
Stock, par value $.01 per share Board Market
Indicate by check mark whether the Registrant (1) has file all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [X] No [ ]
The aggregate market value of Registrant's voting stock held by
nonaffiliates of Registrant, as of December 15, 1997, was $4,299,240 based on
the average bid and asked prices of the Common Stock in the Over the Counter
Bulletin Board Market on such date.
The number of shares outstanding of Registrant's Common Stock, as of
December 15, 1997, was 7,026,437.
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DOCUMENTS INCORPORATED BY REFERENCE
NONE
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Item 14 of Part IV of the Form 10-K of Harvard Industries, Inc. for the
fiscal year ended September 30, 1997 is hereby supplemented to include
Section (a)(3) as stated below:
(a) (3) EXHIBITS
3.1(i) Articles of Incorporation of the Registrant, filed with the
Secretary of State of Florida on February 8, 1996 (incorporated
by reference to Exhibit 3.3 to the Registrant's Form 8-K as filed
on April 8, 1996 (Commission File No. 0-21362)).
3.1(ii) Articles of Amendment to Articles of Incorporation of the
Registrant, filed with the Secretary of State of Florida on March
22, 1996 (incorporated by reference to Exhibit 3.4 to the
Registrant's Form 8-K as filed on April 8, 1996 (Commission File
No. 0-21362)).
3.1(iii) By-Laws of the Registrant (incorporated by reference to Exhibit
3.5 to the Registrant's Form 8-K as filed on April 8, 1996
(Commission File No. 0-21362)).
3.1(iv) Rights Agreement dated as of October 18, 1994, between the
Registrant and Shawmut Bank Connecticut National Association, as
Rights Agent (incorporated by reference to Exhibit 2 to
Registrant's Form 8-A as filed with the Securities and Exchange
Commission on October 22, 1994) (Commission File No. 0-21362)).
3.1(v) Amendment No. 1 to Rights Agreement, dated as of June 12, 1995,
between the Registrant and Fleet Bank (formerly Shawmut Bank
Connecticut National Association), as Rights Agent (incorporated
by reference to Exhibit 1 to Amendment No. 1 to the Registrant's
Form 8-A/A as filed with the Securities and Exchange Commission
on June 20, 1995 (Commission File No. 0-21362)).
3.1(vi) Amendment No. 2 to Rights Agreement, dated as of May 31, 1996,
between the Registrant and Fleet National Bank (formerly Shawmut
Bank Connecticut National Association) as Rights Agent
(incorporated by reference to Exhibit 3 to Amendment No. 2 to
Registrant's Form 8A/A filed with the Securities and Exchange
Commission on June 8, 1996 (Commission File No. 0-21362)).
4.1 Indenture dated as of July 28, 1995 (including the form of 11%
Senior Note Due 2005) among the Company, the Guarantors named
herein and First Union National Bank of North Carolina as Trustee
(incorporated by reference to Exhibit 4.1 to the Registrant's
Form 8-K filed under date of August 11, 1995 (Commission File No.
0-21362)).
4.2 Form of Guaranty Agreement entered into by each of
Doehler-Jarvis, Inc., Doehler-Jarvis Greeneville, Inc.,
Doehler-Jarvis Pottstown, Inc., Doehler-Jarvis Technologies, Inc.
and Doehler-Jarvis Toledo, Inc., relating to the 11% Senior Notes
Due 2005 (incorporated by reference to Exhibit 4.2 to the
Registrant's Form S-1 (Commission File No. 33-96376)).
4.3 Indenture (including the form of 12% Senior Note Due 2004), dated
as of July 15, 1994, among the Registrant, its Guarantor
subsidiaries and First Union National Bank of North Carolina, as
Trustee (incorporated by reference to Exhibit 4.01 to the
Registrant's Form 8-K filed under date of July 26, 1994
(Commission File No. 0-21362)).
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4.4 Form of Guaranty Agreement entered into by each of
Doehler-Jarvis, Inc., Doehler-Jarvis Greeneville, Inc.,
Doehler-Jarvis Pottstown, Inc., Doehler-Jarvis Technologies, Inc.
and Doehler-Jarvis Toledo, Inc., relating to the 12% Senior Notes
Due 2004 (incorporated by reference to Exhibit 4.5 to the
Registrant's Form S-1 (Commission File No. 33-96376)).
4.5 Form of Indenture (including the form of 14% Subordinated Note
due November 16, 1998) between the Registrant and a Trustee to be
selected (incorporated by reference to Appendix 5 in Exhibit 2.1
to the Registrant's Form 10 (Commission File No. 0-21362)).
4.6 Form of Stock Certificate for Common Stock, par value $.01 per
share, of the Registrant (incorporated by reference to Exhibit 2
to Amendment No. 4 to Registrant's Form 10/A, dated May 2, 1996
(Commission File No. 0-21362)).
4.7 Form of Stock Certificate for Pay-in-Kind Exchangeable Preferred
Stock, par value $.01 per share, of the Registrant (incorporated
by reference to Exhibit 4.4 to the Registrant's Form 10
(Commission File No. 0-21362)).
4.8 Form of Rights Certificate (incorporated by reference to Exhibit
A to Exhibit 2 to the Registrant's Form 8-A filed on October 24,
1994 (Commission File No. 0-21362)).
4.9 Specimen 12% Senior Note Due 2004 of the Registrant (incorporated
by reference to Exhibit 4.02 to the Registrant's Form 8-K filed
under date of July 26, 1994 (Commission File No. 0-21362)).
4.10 Specimen 11 1/8% Senior Note Due 2005 of the Registrant
(incorporated by reference to Exhibit 4.11 to the Registrant's
Registration Statement on Form S-1 (Commission File
No. 33-96376)).
10.1 Post-Petition Loan and Security Agreement dated as of May 8, 1997
among the Registrant and certain of its subsidiaries and The CIT
Group/Business Credit, Inc. and the other lenders therein
specified (incorporated by reference to Exhibit 10.3, to the
Registrant's Form 10-Q/A for the quarter ended March 31, 1997
filed under date of May 13, 1997 (Commission File No. 0-21362).
10.2 Amendment No. 1, Waiver and Consent, dated December 29, 1997
among the Registrant and certain of its subsidiaries and The CIT
Group/Business Credit, Inc. and the other lenders therein
specified.
10.3 Settlement Agreement dated as of July 26, 1994, by and among the
Registrant and certain of its subsidiaries and the PBGC
(incorporated in reference to Exhibit 10.13 to the Registrant's
Form 8-K filed under date of July 26, 1994 (Commission File No.
0-21362)).
10.4 Registration Rights Agreement, dated as of August 16, 1993,
between Anchor Industries International, Inc. and the Registrant
(incorporated by reference to Exhibit 10.7 to the Registrant's
Form S-1 (Commission File No. 33-76430)).
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10.5 First Amendment to Registration Rights Agreement, dated as of
August 16, 1994, by and between Anchor Industries International,
Inc. and the Registrant (incorporated by reference to Exhibit
10.5 to the Registrant's Form S-1 (Commission File No.
33-96376)).
10.6 Forms of Severance Agreement between the Registrant and certain
executive officers of the Registrant.
10.6(i) Form of Severance Agreement between the Registrant and
Richard Dawson.
10.6(ii) Form of Severance Agreement between the Registrant and
Joseph J. Gagliardi.
10.6(iii) Form of Severance Agreement between the Registrant and
Roger L. Burtraw.
10.7 Harvard Capital Accumulation Plan, as amended and restated
(incorporated by reference to Exhibit 4.9 to Registrant's
Post-Effective Amendment No. 1 to Form S-8 (Commission File No.
33-90166)).
10.8 Harvard Industries, Inc. Stock Option Plan, as amended and
restated, effective September 1, 1996 (incorporated by reference
to Exhibit 4.9 to Registrant's Post-Effective Amendment No. 1 to
Form S-8 (Commission File No. 33-90166)).
10.9 USLCC Financing Agreement (incorporated by reference to Exhibit
10.1 to the Registration Statement on Form S-1 of Doehler-Jarvis,
Inc. (File No. 33-77032)).
10.10 USLCC Loan Agreement (incorporated by reference to Exhibit 10.2
to the Registration Statement on Form S-1 of Doehler-Jarvis, Inc.
(File No. 33-77032)).
10.11 USLCC Lease Agreement (incorporated by reference to Exhibit 10.3
to the Registration Statement on Form S-1 of Doehler-Jarvis, Inc.
(File No. 33-77032)).
10.12 Harvard Industries, Inc. Nonqualified ERISA Excess Benefit Plan
(incorporated by reference to Exhibit 10.20 to the Company's
Registration Statement on Form S-1 (File No. 33-96376)).
10.13 Harvard Industries, Inc. Nonqualified Additional Credited Service
Plan (incorporated by reference to Exhibit 10.21 to the Company's
Registration Statement on Form S-1 (File No. 33-96376)).
10.14 Access and Occupancy Agreements, dated March 1997, among General
Motors Corporation and Doehler-Jarvis Greeneville, Inc. and
Doehler-Jarvis, Inc. (incorporated by reference to Exhibit 10.30
to Form 10-Q of Registrant for the quarter ended March 31, 1997
(File No. 0-21362))
10.15 Accommodation Agreement, dated March 1997, among General Motors
Corporation, Harvard Industries, Inc., Doehler-Jarvis Greeneville,
Inc. and Doehler-Jarvis, Inc. (incorporated by reference to
Exhibit 10.31 to Form 10-Q of Registrant for the quarter ended
March 31, 1997 (File No. 0-21362))
12.1 Statement regarding computation of ratio of earnings to fixed
charges and dividends on preferred stock for the Company for the
three years ended September 30, 1996.
22 List of subsidiaries of Company.
23.1 Consent of Price Waterhouse LLP.
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 33-90166 and 33-98748) of Harvard Industries,
Inc. of our report dated November 14, 1997, except for Note 9 as to which the
date is December 29, 1997, appearing on page F-2 of this Form 10-K.
Price Waterhouse LLP
Tampa, Florida
December 29, 1997
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(b) Reports on Form 8-K
Reports on Form 8-K were filed with the Securities and Exchange
Commission during the final quarter of the fiscal year ended
September 30, 1997, as follows:
None
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
HARVARD INDUSTRIES, INC.
Date: January 6, 1997 By: /s/ Arnold M. Sheidlower
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Arnold M. Sheildower
Vice President and Secretary
