<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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)
July 7, 1998
(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!
<PAGE> 4
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 0
NUMBER OF |
SHARES |
BENEFICIALLY | 8. SHARED VOTING POWER --
OWNED BY |
EACH |
REPORTING | 9. SOLE DISPOSITIVE POWER 0
PERSON |
WITH |
__________________| 10. SHARED DISPOSITIVE POWER --
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 0
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%
14. TYPE OF REPORTING PERSON CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
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 0
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!
<PAGE> 6
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 0
NUMBER OF |
SHARES |
BENEFICIALLY | 8. SHARED VOTING POWER --
OWNED BY |
EACH |
REPORTING | 9. SOLE DISPOSITIVE POWER 0
PERSON |
WITH |
__________________| 10. SHARED DISPOSITIVE POWER --
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 0
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%
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 John W. Adams
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 New York
__________________
| 7. SOLE VOTING POWER 8,487
NUMBER OF |
SHARES |
BENEFICIALLY | 8. SHARED VOTING POWER --
OWNED BY |
EACH |
REPORTING | 9. SOLE DISPOSITIVE POWER 8,487
PERSON |
WITH |
__________________| 10. SHARED DISPOSITIVE POWER --
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 8,487
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%
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 The Randall and Kathryn Smith Foundation
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 New York
__________________
| 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 00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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The statement of Schedule 13D dated September 8, 1994, as amended by
Amendment No. 1 thereto dated October 19, 1994, Amendment No. 2 dated
December 29, 1994, Amendment No. 3 dated January 4, 1995, Amendment No. 4
dated February 12, 1997 and Amendment No. 5 dated July 1, 1997 (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:
Item 2. Identity and Background.
Item 2 is amended to add The Randall and Kathryn Smith Foundation (the
"Foundation"), as a Reporting Person and to identify Randall D. Smith, Robert
Harbison and Jeffrey A. Smith as Trustees of the Foundation and Randall D.
Smith, Jeffrey A. Smith and David A. Persing as officers of the Foundation.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety to read as follows:
(a) Pengo Securities owns 617,900 shares of Common Stock representing
8.8% of the shares of the outstanding Common Stock. Adams owns 8,487 of the
shares of Common Stock (which number includes 6,000 options) representing
less than 0.1% of the outstanding Common Stock. The Foundation owns 641,800
shares of Common Stock representing 9.1% of the shares 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, theshares
of Common Stock reported in Item 5(a) above beneficially owned by Pengo
Securities. Adams 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 Adams. Randall D. Smith
may be regarded as having the 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)
as owned by the Foundation.
(c) There have been no transactions by any Group member in the Common
Stock during the sixty days, except for the contribution by Adams to the
Foundation on July 7, 1998 of 641,800 shares of Common Stock.
(d) Not applicable.
(e) Not applicable.
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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: July 27, 1998 By: DAVID A. PERSING
________________________________
Name: David A. Persing
Title: Senior Vice President
PENGO INDUSTRIES, INC.
Dated: July 27, 1998 By: DAVID A. PERSING
________________________________
Name: David A. Persing
Title: Senior Vice President
DURIAN SECURITIES, INC.
Dated: July 27, 1998 By: DAVID A. PERSING
________________________________
Name: David A. Persing
Title: Senior Vice President
ENERGY MANAGEMENT CORPORATION
Dated: July 27, 1998 By: DAVID A. PERSING
________________________________
Name: David A. Persing
Title: Senior Vice President
Dated: July 27, 1998 RANDALL D. SMITH
________________________________
Randall D. Smith
Dated: July 27, 1998 JOHN W. ADAMS
________________________________
John W. Adams
THE RANDALL AND KATHRYN SMITH
FOUNDATION
__________________________________
Dated: July 27, 1998 Title: Assistant Secretary
