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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: *
Name of Issuer: Harvard Industries, Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 417 434 503
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Michael J. Restifo, Contrarian Capital Advisors, L.L.C.
411 West Putnam Avenue, Suite 225, Greenwich, CT 06830
(Date of Event which Requires Filing of this Statement)
December 14, 1998
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 the disclosures provided
in a prior cover page.
The information required in 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 ("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).
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CUSIP No.: 417 434 503
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Contrarian Capital Management, L.L.C.
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Source of Funds
OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
603,019
8. Shared Voting Power:
1,453,221
9. Sole Dispositive Power:
603,019
10. Shared Dispositive Power:
1,453,221
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,056,240
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
17.1%
14. Type of Reporting Person
OO; IA
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CUSIP No.: 417 434 503
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Contrarian Capital Advisors, L.L.C.
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Source of Funds
OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
803,289
8. Shared Voting Power:
9. Sole Dispositive Power:
803,289
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
803,289
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
6.7%
14. Type of Reporting Person
OO; IA
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CUSIP No.: 417 434 503
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Contrarian Capital Fund II, L.P.
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 if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
774,921
9. Sole Dispositive Power:
10. Shared Dispositive Power:
774,921
11. Aggregate Amount Beneficially Owned by Each Reporting Person
774,921
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
6.5%
14. Type of Reporting Person
PN
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Item 1. Security and Issuer
The title of the class of equity securities to which
this statement relates is: Common Stock (the "Shares")
in Harvard Industries, Inc. (the "Issuer").
The name and address of the principal executive and
business office of the Issuer is:
Harvard Industries, Inc.
3 Werner Way
Lebanon, New Jersey 08833
Item 2. Identity and Background
This statement is being filed on behalf of Contrarian
Capital Advisors, L.L.C. ("CCA"), Contrarian Capital
Management, L.L.C. ("CCM") and Contrarian Capital Fund
II, L.P. ("CCF" and, together with CCA and CCM, the
"Reporting Persons"). CCA, a registered investment
adviser, serves as investment manager to and has voting
and investment discretion over certain managed accounts.
CCM, also a registered investment adviser, is the
general partner of CCF, a Delaware investment limited
partnership. CCM also serves as the general partner of
another Delaware investment limited partnership and acts
as the investment manager to a Cayman Islands investment
fund and certain managed accounts. The address of each
of the Reporting Persons is 411 West Putnam Avenue,
Suite 225, Greenwich, CT 06830. The Managing Members
of CCA and CCM are Jon R. Bauer and David E. Jackson
(together, the "Managing Members").
None of the Reporting Persons nor the Managing Members
has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or
similar misdemeanors). None of the Reporting Persons
nor the Managing Members has, during the last five
years, been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction which
resulted in 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.
The Managing Members are each citizens of the United
States of America.
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Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, CCM is deemed to be the
beneficial owner of 2,056,240 Shares, CCA is deemed to
be the beneficial owner of 803,289 Shares and CCF is the
beneficial owner of 774,921 Shares of the Issuer. All
of the Shares were acquired on December 14, 1998 in
exchange for claims that were deemed to be beneficially
owned by the Reporting Persons in connection with the
bankruptcy reorganization of the Issuer.
The funds for the purchase of the Shares deemed to be
beneficially owned by CCM and CCA came from the working
capital of the investment management clients of those
entities. The funds for the purchase of the Shares
owned by CCF came from CCF's own working capital. No
funds were borrowed to purchase any of the Shares.
Item 4. Purpose of Transactions
Jon R. Bauer, one of the Managing Members, is a member
of the Board of Directors of the Issuer.
Notwithstanding the above, the Shares deemed to be
beneficially owned by the Reporting Persons were
acquired for, and are being held for, investment
purposes and not with the purpose of changing or
influencing the control of the Issuer. The Reporting
Persons have no plan or proposal which relates to, or
would result in, any of the actions enumerated in Item 4
of the instructions to Schedule 13D.
The purpose of making this filing on Schedule 13D is
because of Mr. Bauer's position on the Board of
Directors of the Issuer. The filing of this Schedule
13D, however, shall not be deemed to be an admission
that the Reporting Persons acquired and hold the Shares
with the purpose or effect of changing or influencing
the control of the Issuer.
Item 5. Interest in Securities of Issuer
As of the date hereof, CCM is deemed to be the
beneficial owner of 2,056,240 Shares, CCA is deemed to
be the beneficial owner of 803,289 Shares and CCF is the
beneficial owner of 774,921 Shares. Based on
information received from the Issuer, as of December 14,
1998 there were 12,000,000 Shares outstanding.
Therefore, CCM and CCA are deemed to beneficially own
17.1% and 6.7%, respectively, and CCF owns 6.5%, of the
outstanding Shares of the Issuer. The Reporting Persons
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have the sole or shared power to vote, direct the vote,
dispose of or direct the disposition of all the Shares
that they are deemed to beneficially own. CCM acts as
the investment manager with respect to certain assets of
First Plaza Group Trust, which holds greater than 5% of
the outstanding Shares of the Issuer.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The Reporting Persons have no contract, arrangement,
understanding or relationship with any person with
respect to the Shares.
Item 7. Material to be Filed as Exhibits
An agreement relating to the filing of a joint
statement as required by Rule 13d-1(f) under the
Securities Exchange Act of 1934 is filed herewith
as Exhibit A.
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Signature
The undersigned, after reasonable inquiry and to
the best of their knowledge and belief, certify that the
information set forth in this statement is true, complete
and correct.
CONTRARIAN CAPITAL ADVISORS,
L.L.C.
By: /s/ David E. Jackson
_____________________________
David E. Jackson, Managing Member
CONTRARIAN CAPITAL MANAGEMENT,
L.L.C.
By: /s/ David E. Jackson
_____________________________
David E. Jackson, Managing Member
CONTRARIAN CAPITAL FUND II, L.P.
By: CONTRARIAN CAPITAL MANAGEMENT,
L.L.C., its general partner
By: /s/ David E. Jackson
_____________________________
David E. Jackson, Managing Member
December 21, 1998
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Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated
December 21, 1998 relating to the Common Stock of Harvard
Industries, Inc. shall be filed on behalf of the
undersigned.
CONTRARIAN CAPITAL ADVISORS,
L.L.C.
By: /s/ David E. Jackson
_____________________________
David E. Jackson, Managing Member
CONTRARIAN CAPITAL MANAGEMENT,
L.L.C.
By: /s/ David E. Jackson
_____________________________
David E. Jackson, Managing Member
CONTRARIAN CAPITAL FUND II, L.P.
By: CONTRARIAN CAPITAL MANAGEMENT,
L.L.C., its general partner
By: /s/ David E. Jackson
_____________________________
David E. Jackson, Managing Member
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01385001.AO5
