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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.: 1
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)
September 27, 1999
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:
78,701
8. Shared Voting Power:
2,165,818
9. Sole Dispositive Power:
78,701
10. Shared Dispositive Power:
2,165,818
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,244,519
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
2
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13. Percent of Class Represented by Amount in Row (11)
21.93%
14. Type of Reporting Person
OO; IA
3
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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:
803,300
8. Shared Voting Power:
9. Sole Dispositive Power:
803,300
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
803,300
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
4
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13. Percent of Class Represented by Amount in Row (11)
7.85%
14. Type of Reporting Person
OO; IA
5
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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 I, 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:
524,103
9. Sole Dispositive Power:
10. Shared Dispositive Power:
524,103
11. Aggregate Amount Beneficially Owned by Each Reporting Person
524,103
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
6
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13. Percent of Class Represented by Amount in Row (11)
5.12%
14. Type of Reporting Person
PN
7
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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:
974,749
9. Sole Dispositive Power:
10. Shared Dispositive Power:
974,749
11. Aggregate Amount Beneficially Owned by Each Reporting Person
974,749
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
8
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13. Percent of Class Represented by Amount in Row (11)
9.52%
14. Type of Reporting Person
PN
9
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The purpose of this Amendment No. 1 to the previously filed
Schedule 13D is to report the acquisition of shares of the Common
Stock (the "Shares") of Harvard Industries, Inc. (the "Issuer")
made by Contrarian Capital Fund II, L.P. ("CCII"). In addition,
because the number of Shares used for purposes of determining
beneficial ownership has changed (due to a smaller number of
Shares being issued in exchange for claims in connection with the
bankruptcy reorganization of the Issuer), this Amendment is also
being filed to report (i) that Contrarian Capital Fund I, L.P.
("CCI") is now a more than five percent beneficial owner; and
(ii) the change in beneficial ownership of Contrarian Capital
Advisors, L.L.C. ("CCA"), Contrarian Capital Management, L.L.C.
("CCM") and CCII (together with CCA, CCM and CCI, the "Reporting
Persons").
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
CCI is a Delaware investment limited partnership whose
general partner is CCM. CCI's principal office is
located at 411 West Putnam Avenue, Suite 225, Greenwich,
CT 06830.
None of the Reporting Persons nor Jon R. Bauer or David
E. Jackson, the managing members of CCA and CCM (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.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, CCM is deemed to be the
beneficial owner of 2,244,519 Shares, CCA is deemed to
be the beneficial owner of 803,300 Shares, CCI is the
beneficial owner of 524,103 Shares and CCII is the
beneficial owner of 974,749 Shares 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
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entities. The funds for the purchase of the Shares
owned by CCI and CCF came from each of the entity'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 September 27, 1999, CCM was deemed to be the
beneficial owner of 2,244,519 Shares, CCA was deemed to
be the beneficial owner of 803,300 Shares, CCI was the
beneficial owner of 524,103 Shares and CCII was the
beneficial owner of 974,749 Shares. Based on
information provided to the Reporting Persons by the
Issuer, as of September 27, 1999 there were 10,234,222
Shares outstanding. Therefore, based on 10,234,222
outstanding shares as of September 27, 1999, CCM and CCA
are deemed to beneficially own 21.93% and 7.85%,
respectively, and CCI and CCII beneficially own 5.12%
and 9.52%, respectively, of the outstanding Shares of
the Issuer and the Managing Members are deemed to be the
beneficial owners of 29.78% of the oustanding Shares.*
____________________
* On October 5, 1999, the Issuer issued a press release
disclosing, among other information, the purchase of 762,000
Shares by the Issuer. The beneficial ownership of the
Reporting Persons set forth in this Amendment does not
reflect the effect of the October 6 share repurchase by the
Issuer.
(Footnote continued)
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____________________
(Footnote continued)
Subject to the Form of Irrevocable Proxy described
in Item 6, the Reporting Persons 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.
Relationships with Respect to Securities of the
In accordance with the terms of the Rights
Agreement, dated as of March 24, 1999, between
Harvard Industries, Inc. and State Street Bank and
Trust Company, as Rights Agent, on September 27,
1999 the Reporting Persons executed a Form of
Irrevocable Proxy which appointed Roger G. Pollazzi
as the proxy with the power to vote the Shares
beneficially owned by the Reporting Persons in
excess of 2,859,529 Shares.
1. 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.
2. A description of the transactions in the
Shares that were effected by the Reporting
Persons in the previous sixty days through the
date of this filing is filed herewith as
Exhibit B.
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,
(Footnote continued)
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01385001.AP7
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____________________
(Footnote continued)
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 I, L.P.
By: CONTRARIAN CAPITAL MANAGEMENT,
L.L.C., its general partner
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
October 12, 1999
Exhibit A
The undersigned agree that this Schedule 13D
dated October 12, 1999 relating to the Common Stock of
Harvard Industries, Inc. shall be filed on behalf of the
undersigned.
(Footnote continued)
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____________________
(Footnote continued)
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 I, L.P.
By: CONTRARIAN CAPITAL MANAGEMENT,
L.L.C., its general partner
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
Exhibit B
SCHEDULE OF TRANSACTIONS
Price Per Share
Date Shares Purchased or (Sold)(ex
cluding commission)
____ _____________________________
__________________
9/27/99 200,000 $6.50
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