HARVARD INDUSTRIES INC, S-3/A, 1999-06-15

HARVARD INDUSTRIES INC
S-3/A, 1999-06-15
FABRICATED RUBBER PRODUCTS, NEC

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 15, 1999

REGISTRATION NO. 333-71139
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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HARVARD INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 2522 21-0715310
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
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3 WERNER WAY
LEBANON, NEW JERSEY 08833
(908) 437-4100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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ROGER G. POLLAZZI
CHIEF EXECUTIVE OFFICER
HARVARD INDUSTRIES, INC.
3 WERNER WAY
LEBANON, NEW JERSEY 08833
(908) 437-4100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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Copies to:
PHILIP A. HABER, ESQ.
SONNENSCHEIN NATH & ROSENTHAL
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
(212) 768-6700
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: /x/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: / / ________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: / / _________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /

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CALCULATION OF REGISTRATION FEE

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<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH CLASS AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
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Common Stock, $.01 par value(2)......... 5,372,298 $7.625 $40,963,772 $11,387.93(1)
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(1) Previously paid.
(2) Includes the associated preferred stock purchase rights to purchase one-one
hundredth of a share of Series A Junior Participating Preferred Stock. The
purchase rights initially are attributed to and trade with the Common Stock
of the registrant. The value attributable to such purchase rights, if any,
is reflected in the offering price of the Common Stock.

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

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The information in this prospectus is not complete and may be changed. We may
not offer these securities until the registration statement filed with the
securities and exchange commission is effective. This prospectus is not an offer
to sell these securities and we are not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 15, 1999

PROSPECTUS

HARVARD INDUSTRIES, INC.
5,372,298 SHARES OF COMMON STOCK

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The stockholders identified in this prospectus are offering to sell up to
5,372,298 shares of common stock of Harvard Industries, Inc. See "Selling
Stockholders."

Harvard emerged from Chapter 11 bankruptcy proceedings on November 24,
1998, and the selling stockholders acquired their shares in connection with the
consummation of Harvard's plan of reorganization. Harvard has agreed to register
the shares of common stock issued to those claimholders who are otherwise unable
to sell their shares pursuant to an exemption from registration under the
Securities Act.

The selling stockholders will receive all of the net proceeds from the sale
of the shares. These stockholders will pay all underwriting discounts and
selling commissions, if any, applicable to the sale of the shares. We will not
receive any proceeds from the sale of the shares.

The selling stockholders and participating brokers or dealers may be deemed
to be underwriters within the meaning of the Securities Act, in which event any
profit on the sale of the shares by those selling stockholders and any
commissions or discounts received by those brokers or dealers may be deemed to
be underwriting compensation under the Securities Act.

Our common stock is listed on the Nasdaq National Market under the symbol
"HAVA." On , 1999, the last reported sale price of the common stock
was $ per share.

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YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 3 OF THIS
PROSPECTUS BEFORE MAKING A DECISION TO PURCHASE OUR STOCK.

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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

The date of this prospectus is , 1999.

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TABLE OF CONTENTS

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About this Prospectus........................................................................................ ii

Prospectus Summary........................................................................................... 1

Risk Factors................................................................................................. 3

Forward-Looking Statements................................................................................... 10

Use of Proceeds.............................................................................................. 10

Selling Stockholders......................................................................................... 10

Plan of Distribution......................................................................................... 11

Description of Capital Stock................................................................................. 11

Validity of the Common Stock................................................................................. 17

Experts...................................................................................................... 17

Where You Can Find More Information.......................................................................... 17

Documents Incorporated by Reference.......................................................................... 17
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ABOUT THIS PROSPECTUS

This prospectus is a part of a registration statement that we have filed
with the SEC using a "shelf registration" process. You should read both this
prospectus and any supplement together with additional information described
under "Where You Can Find More Information."

You should rely only on the information provided or incorporated by
reference in this prospectus or any supplement. We have not authorized anyone
else to provide you with additional or different information. The common stock
is not being offered in any state where the offer is not permitted. You should
not assume that the information in this prospectus or any supplement is accurate
as of any date other than the date on the front of such documents.

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PROSPECTUS SUMMARY

Because this is a summary, it does not contain all the information about
Harvard that may be important to you. You should read the more detailed
information and the financial statements and related notes which are
incorporated by reference in this prospectus. You should read this entire
prospectus and carefully consider the information under the heading "Risk
Factors."

HARVARD INDUSTRIES, INC.

Our corporate name is Harvard Industries, Inc. We are headquartered at 3
Werner Way in Lebanon, New Jersey, and are a direct supplier of components for
original equipment manufacturers producing cars and light trucks in North
America. In the fiscal year 1998, 82% of our sales were to General Motors
Corporation, Ford Motor Company and Chrysler Corporation.

On May 8, 1997, we filed a petition for relief under Chapter 11 of the
Bankruptcy Code with the United States Bankruptcy Court for the District of
Delaware. On November 24, 1998, we substantially consummated our plan of
reorganization under Chapter 11 of the Bankruptcy Code dated August 19, 1998 and
emerged from bankruptcy.

While we were in bankruptcy proceedings the Bankruptcy Court appointed a
creditors' committee. The creditors' committee retained Roger Pollazzi as an
automotive industry consultant. Mr. Pollazzi acted in this capacity until
November 1997, when, with the support of the creditors' committee, the Board of
Directors appointed him as our Chief Operating Officer. Prior to such
appointment, Mr. Pollazzi had served as Chairman of the Board and Chief
Executive Officer of The Pullman Company from 1992 to 1997. The creditors'
committee was disbanded on November 24, 1998.

Shortly after his appointment, Mr. Pollazzi hired approximately fifteen
professionals as employees of Harvard to assist him in analyzing our operations,
eliminating on-going negative cash flows associated with cash drains at several
of our operations and coordinating and implementing our restructuring efforts.
Since the effective date, our management team includes, in addition to Roger
Pollazzi, who now serves as Chief Executive Officer:

o James Gray, President of Harvard, an automotive executive who previously
ran Tenneco Automotive's European Operations as well as the Clevite
division of Pullman;

o Theodore Vogtman, Chief Financial Officer of Harvard, who has over twenty
years of industry experience including serving as Chief Financial Officer
of Pullman; and

o Vincent Toscano, Executive Vice President of Strategic Planning of
Harvard, who was formerly the Vice President of Operations at Pullman and
has over 21 years of experience in the automotive industry.

THE TURNAROUND BUSINESS STRATEGY

In connection with our reorganization, our new management team has outlined
the following turnaround business strategies for restoring our profitability:

o Close and/or Sell Underperforming Facilities: Since taking over in late
1997, the new management team has closed, sold, or is in the process of
selling manufacturing facilities that had a combined negative cash flow
of $46.7 million in fiscal 1997.

o Exit Unprofitable Lines of Business: We are exiting unprofitable lines of
business that management believes cannot meet their targeted margins. For
example:

-- We ceased production at our Harman subsidiary, exiting the molded
plastic and die-cast mirror business,

-- We sold the Greeneville, Tennessee plant of Doehler-Jarvis
Greeneville, Inc., and

-- We sold the Tiffin, Ohio plant of Hayes-Albion Corporation,

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-- In April 1999, we announced our intention to shut down our Ripley,
Tennessee plant later in 1999 after current orders are filled,
reflecting the changing market for magnesium products, and

-- We are exploring alternatives with respect to the assets of our
Kingston-Warren subsidiary including the possible sale of
substantially all those assets.

o Diversify Product Mix and Customer Base: We are developing business in
those segments of the automotive aftermarket and industrial markets where
we can take advantage of our core manufacturing competencies and achieve
higher profit margins. We will focus on (1) OEM automotive components,
i.e., seat brackets, door modules, steering assemblies; (2) the
industrial market, i.e., building components, construction equipment,
sealing systems, lawn and garden maintenance machinery; and (3) the
automotive replacement parts market, i.e., bumper brackets, torque rods
and Class-8 truck components.

o Invest in Management Information Systems: We are in the process of
installing a new software package that will provide increased flexibility
and enhance our management's access to operating data on a timely basis.
Our management has allocated $16.7 million in fiscal years 1998 and 1999
for this project, which will upgrade our information systems and achieve
Year 2000 compliance. We spent approximately $7.7 million for Year 2000
compliance in fiscal 1998 and plan to spend approximately $6.3 million in
fiscal 1999.

o Reduce Purchased Material Costs: Our management has been consolidating
our purchasing functions and reducing our supplier base to gain economies
of scale and significant discounts from our largest suppliers.

THE FINANCINGS

Upon our emergence from bankruptcy, we issued $25.0 million of 14 1/2%
Senior Secured Notes due September 1, 2003. We also entered into a $115.0
million senior secured credit facility with a group of lenders led by General
Electric Capital Corporation. This senior credit facility provides for up to
$50.0 million in term loan borrowings and up to $65.0 million of revolving
credit borrowings.

The combined proceeds from the issuance of the senior secured notes and the
term loan borrowings under the senior credit facility were used to:

o refinance the senior and junior debtor-in-possession credit facilities
that provided financing to Harvard while we were in bankruptcy
proceedings;

o pay administrative expenses due under the plan of reorganization and pay
related fees and expenses;

o provide cash for working capital purposes; and

o provide funds for general corporate purposes.

The $65.0 million revolving credit portion of the senior credit facility
will be used to finance working capital and other general corporate purposes.

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RISK FACTORS

You should carefully consider the following risk factors in addition to the
other information contained and incorporated by reference in this Prospectus
before purchasing our shares. The risks and uncertainties described below are
not the only ones facing our company. Additional risks and uncertainties not
presently known to us or that we currently deem immaterial may also impair our
business operations.

THE ACTUAL SALE OR PERCEIVED POSSIBILITY OF THE SALE OF SUBSTANTIAL AMOUNTS OF
COMMON STOCK BY A HOLDER OF A LARGE AMOUNT OF SHARES COULD NEGATIVELY AFFECT THE
MARKET PRICE OF THE COMMON STOCK.

This prospectus, and the registration statement of which it is a part, have
been prepared in order to permit a number of holders of large amounts of our
common stock to sell their shares from time to time, if they choose to do so,
without being subject to the volume limitations and other limitations imposed by
Rule 144. Sales of substantial amounts of common stock by a holder of a large
amount of shares or the perception that such sales may occur, could negatively
affect prevailing market prices for the common stock.

A total of 20,000,000 shares of common stock were reserved for issuance
under our plan of reorganization, of which 8,240,295 shares had been issued as
of April 5, 1999. Management estimates that we will have issued approximately
3,750,000 additional shares of common stock once the distributions contemplated
by our plan of reorganization have been completed. In general, these additional
shares when issued may be freely resold by the persons to whom they are issued,
except where the recipient is one of our affiliates. The availability for resale
of these additional shares would also negatively affect the market price of our
common stock.

OUR LEVERAGE LIMITS OUR FLEXIBILITY AND INCREASES OUR RISK OF DEFAULT.

Our high degree of leverage could have important consequences to you, such
as:

o making it more difficult for us to satisfy our obligations with respect
to our debt;

o limiting our flexibility in planning for, or reacting to, changes in our
business and the industries in which we compete and increasing our
vulnerability to general adverse economic and industry conditions;

o limiting our ability to obtain additional financing we may need to fund
future working capital, capital expenditures or other corporate
requirements;

o imposing a higher interest expense in the event of an increase in
interest rates for our borrowings based on variable interest rates;

o requiring the dedication of a substantial portion of our cash flow from
operations to the payment of principal of and interest on our debt. This
will reduce the availability of such cash flow to fund working capital,
capital expenditures or other general corporate purposes;

o restricting our ability to acquire other businesses in the future; and

o placing us at a competitive disadvantage compared to competitors who are
less leveraged and have greater financial and other resources.

In addition, the financing documents to which we are a party contain
financial and other restrictive covenants. Our failure to comply with these
covenants could result in an event of default. If we do not cure or have waived
the event of default, we could suffer a material adverse effect.

As of March 28, 1999, we had total indebtedness of $88.6 million, of which
$63.6 million consisted of indebtedness under our senior credit facility and
$25 million consisted of our senior secured notes, and equity of approximately
$160 million. Our earnings were insufficient to cover fixed charges for our
fiscal years ended September 30, 1998, September 30, 1997 and September 30, 1996
by $49,497, $398,367 and $53,062, respectively. Under specified conditions, we
will be permitted to borrow additional funds in the future.

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OUR RECENT BANKRUPTCY HAS HAD A NEGATIVE IMPACT ON OUR BUSINESS IN THE PAST AND
MAY NEGATIVELY AFFECT OUR ABILITY TO WIN NEW BUSINESS IN THE FUTURE.

We emerged from bankruptcy on November 24, 1998, the effective date of our
plan of reorganization. Our experience in and recent emergence from bankruptcy
could adversely affect our ability to negotiate favorable trade terms with
manufacturers and other vendors. Our experience in bankruptcy could also
adversely affect our ability to obtain new purchase orders from current and
prospective customers. The failure to obtain favorable terms from suppliers or
new business from current and prospective customers could have adverse effects
on our operations, business or financial condition. However, our recent
experience since emergence from bankruptcy indicates that such effects, if any,
are unlikely to be material.

OUR BANKRUPTCY REORGANIZATION MAY LIMIT OUR ABILITY TO CARRY FORWARD NET
OPERATING LOSSES AND BUILT-IN LOSSES TO REDUCE FUTURE INCOME TAXES.

Prior to the plan of reorganization being implemented, Harvard Industries'
consolidated unused net operating loss (NOL) was approximately $243 million.
Harvard did not have any recognized built-in losses before the plan of
reorganization was implemented. As a result of the plan of reorganization,
Harvard anticipates a reduction in the NOL of approximately $147 million, with
approximately $96 million of NOL surviving the reorganization.

Under the Internal Revenue Code of 1986, our use of net operating loss
carry forwards against future taxable income is subject to limitation if we
experience an "ownership change" as defined in the Code in connection with the
plan of reorganization.

As a result of the implementation of the plan of reorganization, we believe
we underwent an "ownership change." Generally, a greater than 50 percentage
point change in ownership is considered an "ownership change." As a result, our
ability to use all of our net operating losses and "recognized built-in losses,"
if any, in taxable years beginning after the effective date of the plan or
reorganization, and a portion of the taxable year which includes the effective
date, is subject to limitation. Under this limitation, the income that may be
offset by net operating loss carryovers that occured prior to the effective date
should generally be limited to the product of:

o a rate set by the U.S. Treasury Department, 5.02% on the effective date,
and

o the lower of (a) the value of Harvard's assets immediately prior to the
ownership change, determined without regard to liabilities, or (b) the
aggregate new stock value immediately after the ownership change.

The limitation may also apply to the use of "recognized built-in losses" to
offset other income during the five-year period after the effective date. The
built-in loss limitation will apply if the excess of our tax basis in our assets
over the fair market value of such assets as of the effective date exceeded the
lesser of $10.0 million or 15% of the fair market value of the assets before the
ownership change. Our ability to take depreciation or amortization charges with
respect to its built-in loss assets would also be subject to this built-in loss
limitation. The annual limitation on our ability to use our net operating
losses, and recognized built-in losses, if any, may be significant.

INCOME ATTRIBUTABLE TO CANCELLATION OF INDEBTEDNESS MAY LIMIT OUR ABILITY TO
CARRY FORWARD NET OPERATING LOSSES TO REDUCE FUTURE INCOME TAXES.

Cancellation of indebtedness income that arises in a case under the
Bankruptcy Code is not includible in gross income but it does reduce tax
attributes of the taxpayer, including net operating losses. The plan of
reorganization discharged some general unsecured claims, such as our 12% Senior
Notes due 2004 and 11 1/8% Senior Notes due 2005. This discharge will result in
the realization of cancellation of indebtedness income, which will reduce our
tax attributes by the difference between the fair market value of the
consideration paid and the amount of the discharged indebtedness. The exchange
of old notes for new notes under the exchange offer will not result in the
recognition of cancellation of indebtedness income to Harvard.

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THERE WILL BE NO ABILITY TO MEANINGFULLY COMPARE OUR RESULTS OF OPERATIONS AND
FINANCIAL CONDITION TO PRIOR PERIODS.

We will be unable to meaningfully compare information reflecting our
results of operations and financial condition after the consummation of the plan
of reorganization to prior periods due to:

o the replacement of the management team and the restructuring of our core
operations and general and administrative activities;

o our bankruptcy proceedings, including the costs and expenses of these
proceedings as well as the effect of settlements of related liabilities;
and

o our application of Fresh Start Reporting in accordance with AICPA
Statement of Position 90-7, "Financial Reporting by Entities in
Reorganization under the Bankruptcy Code" (SOP 90-7).

Under SOP 90-7, our equity will be restated at "reorganization equity
value," a value which was determined by the financial advisors to the creditors'
committee under the plan of reorganization. In addition, because we have been in
a restructuring phase and have continued to incur costs and expenses relating to
our bankruptcy proceedings, the results of operations since May 1997 may not
indicate our future performance.

WE CANNOT ASSURE YOU THAT THE STEPS WE ARE TAKING UNDER OUR TURNAROUND BUSINESS
STRATEGY WILL SUCCEED IN IMPROVING OUR FUTURE OPERATING RESULTS.

Our turnaround business strategy includes a substantial restructuring of
our revenue and customer base. As a result, our value and profitability depend
on our ability to successfully implement the turnaround business strategy. We
cannot assure you that the turnaround business strategy will be successful.
Also, we may be unable to operate profitably even if the turnaround business
strategy is successfully implemented. If the turnaround business strategy is not
successful we may be unable to generate sufficient operating funds to pay our
outstanding obligations, including principal and interest in respect of our
notes and indebtedness under our senior credit facility. If this is the case,
the alternative financing we need may not be available at the time we require
it. In addition, that financing may only be available on terms that we find
unacceptable.

Our success will also depend on our ability to do each of the following in
a timely manner:

o terminate existing unprofitable contracts and purchase orders;

o attract new business or customers;

o produce and sell new products at projected margins and at competitive
prices;

o attract key new personnel for our manufacturing facilities;

o dispose of old customer orders, enabling us to utilize capacity for new
business efficiently;

o develop or acquire a distribution network for after-market and
industrial products; and

o appropriately measure the impact of our turnaround business strategy on
relations with current customers.

For fiscal years 1998, 1997 and 1996 we had net losses of $56 million,
$389 million and $69 million, respectively. These losses have been primarily due
to operating inefficiencies and losses associated with our operations that we
had designated for sale or wind-down. If we continue to experience net losses,
or if our cash flow and capital resources are insufficient to pay for our debt
obligations, we may be forced to reduce or delay planned expansion or capital
expenditures, sell assets, obtain additional equity capital or restructure our
indebtedness. However, we cannot assure you that any of these remedies will be
available or satisfactory. We also cannot assure you that our operating results,
cash flow and capital resources will be sufficient for payment of our debt in
the future. We may need to refinance all or a portion of the principal of our
indebtedness on or prior to its maturity date.

We cannot assure you that we will be able to refinance such indebtedness.
If we are able to refinance such indebtedness, we cannot assure you it will be
on commercially reasonable terms.

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WE HAVE SIGNIFICANT CAPITAL INVESTMENT AND CAPITAL EXPENDITURE REQUIREMENTS THAT
HAVE NOT BEEN MET IN THE PAST AND MAY NOT BE MET IN THE FUTURE.

We operate in an industry which requires significant capital investment. We
are also required to make capital expenditures to upgrade our facilities. We
believe that our competition will continue to invest heavily to achieve
increased production efficiencies and to improve product quality. Our ability to
compete in such a competitive environment will depend on our ability to make
major capital expenditures over the next several years. These expenditures are
necessary to service existing business, enter new markets and remain competitive
in existing markets. During the past few years, Harvard has put off capital
expenditures because of financial constraints. Our ability to make necessary
capital expenditures may be adversely affected if (1) we are unable to produce
sufficient cash flows from our operations, or (2) we are unable to raise
sufficient debt or equity capital on terms that we consider acceptable. Our
capital expenditures totalled approximately $24.9 million in 1998, and we
expect, based on current information, that our capital expenditures will total
approximately $20 million in 1999. In addition, through the year 2002, including
the year 1998, we expect that capital expenditures will be approximately
$110 million.

WE MIGHT NOT BE ABLE TO COMPLY WITH CURRENT OR FUTURE SOURCING PROCEDURES OF
U.S. AUTOMAKERS.

In the late 1980's and early 1990's, U.S. automakers made a number of
significant changes in their sourcing procedures which have placed greater
business and financial risk on us as automotive component suppliers.

We may be unable to meet our customers' requirements that we reduce the future
cost of our products to them.

Some of our products are sold under agreements that require us to provide
annual cost reductions to OEMs by specific percentages each year. These
reductions come directly through price reductions or indirectly through
suggestions for manufacturing efficiencies or other cost savings. If we are
unable to generate sufficient cost savings in the future to offset such price
reductions, our profit margins could be adversely affected.

We may be unable to meet our customers' requirements that we must bear a
greater portion of the cost of product design and development than in the
past.

OEMs are requiring potential suppliers of components to become involved
earlier in and share a greater proportion of the costs of the design and
development process for new platforms. They are also requiring suppliers to
develop integrated systems or modules rather than merely manufacturing separate
parts. OEMs expect the component supplier to manage the entire development
cycle, a cycle lasting two to four years, of the product or system, including:

o design and engineering;

o production of prototypes;

o design validation; and

o design of tooling and completion of manufactured products and integrated
systems of products.

Our risk of losing business to our competitors may increase as a result of
U.S. automakers' decisions to reduce the number of suppliers with whom they do
business.

The requirement that automotive component suppliers become involved earlier
in the design and development process shifts a larger part of the initial
capital outlays for such new platforms and systems onto component suppliers. As
a result, the automotive supply industry is experiencing a period of significant
consolidation, resulting in fewer, but larger, suppliers who are more
diversified and have access to more capital. This gives the large suppliers a
competitive advantage because, to reduce costs and improve quality, U.S.
automakers are reducing their supplier base by awarding contracts to
full-service suppliers who are able to provide design, engineering and program
management capabilities as well as meet cost, quality and

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delivery requirements. As a result, if we are unable to have the financial
flexibility to make the necessary capital expenditures or to make acquisitions
to grow our business, we may be unable to remain competitive and viable in the
component supplier industry.

In addition, this trend has had a relatively greater impact on us than on
many of our competitors because of OEMs' reluctance to award new business to
Harvard due to its emergence from bankruptcy. We may be unable to become
involved earlier in the design and development process for new platforms. Even
if we are successful in becoming involved earlier in such processes, we may be
unable to generate sufficient cash or have financing available to fund the
greater costs associated with this effort.

INCREASING SALES OF FOREIGN CARS ARE ADVERSELY AFFECTING THE MARKET FOR U.S.
COMPONENTS, INCLUDING OUR PRODUCTS.

Foreign automotive manufacturers have gained a significant share of the
U.S. market, both from export sales as well as the more recent opening of
domestic manufacturing facilities. Between 1985 and 1997, sales of automobiles
from foreign car makers with U.S. manufacturing facilities increased from 2.0%
to 20.5% of the North American market. The growth of such "transplant" sales has
resulted, and will likely continue to result in, a loss of market share for U.S.
automakers. As a result, we, and other component suppliers, will experience an
adverse effect because most of our current customers are U.S. automakers.
Although we plan to solicit additional business from foreign automakers, we may
be unsuccessful in doing so or such additional business may fail to make up for
lost business that we have already experienced.

WE MIGHT NOT BE ABLE TO IMPLEMENT NEW TECHNOLOGIES NEEDED TO PRODUCE CHANGING
PRODUCTS REQUIRED BY OUR CUSTOMERS.

Today, design, engineering and manufacturing processes are technology
driven, using advanced computers and sophisticated computer programs. Our
customers' requirements for changing products may require that we invest in new
computer systems or in upgrading and reprogramming our current computer systems.
The expenditures for new technology must be made during the first few years of
the product cycle, but we do not begin to recover our costs until our customers
start selling the finished products. Our recent bankruptcy reorganization and
subsequent operating performance may hinder our ability to secure the funds
needed to invest in new technology to respond to our customers' changing needs.

We compete for new business at the beginning of the development of new
models and upon the redesign of existing models by our major customers. New
model development begins two to five years prior to the marketing of such models
to the public, with existing business lasting for the model life cycle. To meet
the needs of customers with changing products, we may need to implement new
technologies and manufacturing processes when launching our new products.
Moreover, in order to meet our customers' requirements, we may be required to
supply our customers regardless of cost. As a result, we may suffer an adverse
impact to our operating profit margins. Although our management believes it has
implemented manufacturing processes that adapt to the changing needs of our
customers, we still may encounter difficulties which could have an adverse
effect when implementing new technologies in future product launches.

OUR BUSINESS COULD BE SIGNIFICANTLY AFFECTED BY THE LOSS OF ANY OF OUR
MAJOR CUSTOMERS.

Our largest customers are General Motors, Ford and Chrysler. For the fiscal
year 1998, General Motors accounted for approximately 39% of our consolidated
net sales, Ford accounted for approximately 34% of our consolidated net sales
and Chrysler accounted for approximately 10% of our consolidated net sales. Our
purchase orders from our customers generally provide for supplying the
customer's annual requirements for a particular model or assembly plant, rather
than for manufacturing a specific quantity of products. These contracts are
renewable on a year-to-year basis. If we lose any one of our major customers or
suffer a significant decrease in demand for certain key models or a group of
related models sold by any of our major customers, it could have a material
adverse effect on our results of operations.

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<PAGE>

OUR BUSINESS COULD BE SIGNIFICANTLY AFFECTED BY THE LOSS OF KEY PERSONNEL.

We believe that our future success will depend in large part on the
abilities and continued service of our executive officers and other key
employees. In particular, this means Roger Pollazzi, who serves as Chairman and
Chief Executive Officer and the senior management team. We may be unable to
retain the services of Mr. Pollazzi and other key personnel. The loss of any key
executive officers or employees, including Mr. Pollazzi, could have a material
adverse effect on our business.

WE MAY NOT BE ABLE TO REACH NEW AGREEMENTS WITH OUR UNIONIZED EMPLOYEES.

As of March 28, 1999, we had approximately 4,200 employees. Approximately
42% of our employees are covered by collective bargaining agreements negotiated
with 16 locals of 9 unions. These contracts expire at various times through the
year 2000. Discussions with various unions regarding new labor agreements or an
extension of existing contracts are presently underway. While we believe that
our relations with our employees are good, we could experience a material
adverse effect on our financial position or operating results as a result of a
prolonged dispute with our employees.

WE MAY NOT BE ABLE TO COMPLY WITH LAWS GOVERNING ENVIRONMENTAL MATTERS, AND WE
MAY BE RESPONSIBLE FOR ADDITIONAL REMEDIATION ACTIVITIES AND HELD LIABLE IN
LITIGATION REGARDING ENVIRONMENTAL MATTERS.

Our operations are subject to a variety of local, state and federal laws
governing, among other things, emissions to air, discharge to waters and the
generation, handling, storage, transportation, treatment and disposal of
hazardous substances and other materials. Although we have made and will
continue to make significant expenditures relating to our environmental
compliance obligations, there may be times when we are not in compliance with
all these requirements. We spent $2.7 million in cash in fiscal year 1996, $1.7
million in cash in fiscal year 1997 and $0.1 million in cash in fiscal year 1998
on environmental remediation costs and related expenses.

We have been identified as a defendant or potentially responsible party in
a variety of environmental matters in connection with historical and current
operations involving our use and disposal of hazardous materials. Claims were
filed in our bankruptcy proceedings in connection with most of these matters.
Several large claims were settled for cash and the remaining claims will be paid
as unsecured claims in accordance with the plan of reorganization. We have filed
and will file objections to some claims.

We are also conducting remedial activities at current and former facilities
under governmental orders and private contractual agreements. We have granted
access to the Michigan Department of Environmental Quality at our Hayes-Albion
Corporation plant in Jackson, Michigan for an investigation of the plant's use
and disposal of chlorinated solvents. The investigation is in connection with
the Department's evaluation of an area-wide groundwater contamination problem.
We may be subject to injunctive orders requiring remediation of this property.
Furthermore, we are aware of certain currently owned facilities that are not
required to be remediated at the present time but that could possibly require
remediation activity in the future.

We have reserved approximately $8.5 million for our share of potential
costs associated with any cash settlement of claims in accordance with the plan
of reorganization and the current and future remediation activities described
above. However, we cannot assure you that the reserved amounts will be
sufficient to satisfy our obligations. Changes in existing environmental laws or
their interpretation and more rigorous enforcement by regulatory authorities may
give rise to additional expenditures, compliance requirements or liabilities
that could have a material adverse effect on our business, financial condition
and results of operations.

Finally, the discovery of additional environmental liabilities related to
our historical operations involving the use and disposal of hazardous substances
could have a material adverse effect on our business, results of operations or
financial condition.

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IF WE DO NOT MEET OUR OBLIGATIONS TO CONTRIBUTE TO OUR DEFINED BENEFIT PENSION
PLANS, OUR PAYMENT OBLIGATIONS MAY BE ACCELERATED.

Upon our emergence from bankruptcy, our unfunded liabilities related to
defined benefit pension plans were approximately $29.8 million. If we are unable
to meet our contribution obligations under such plans, the Pension Benefit
Guaranty Corporation may seek to terminate the affected plan or plans, thus
accelerating payment obligations. Our long-term objective is to fund our entire
pension obligation with funds that are generated from operations, although we
cannot assure you that this will actually occur.

As reflected in our audited financial statements, we had aggregate unfunded
pension liabilities as of September 30, 1998 and 1997 of approximately
$17.0 million and $5.7 million, respectively. Approximately $7.4 million of the
increase in 1998 is due to a loss related to the shutdown of the Doehler-Jarvis
Toledo subsidiary.

WE COULD BE AFFECTED BY "YEAR 2000" COMPUTER PROBLEMS.

We are addressing the Year 2000 problem and are aware that our information
systems are not completely Year 2000 compliant today. The Year 2000 issue
results from computer programs written with date fields of two digits, rather
than four digits, resulting in the inability of the program to distinguish
between the year 1900 and 2000. Many of our computer programs that have
date-sensitive software may recognize a date using "00" as the year 1900 rather
than the year 2000.

If not addressed and corrected on a timely basis, failure of our computer
systems to process Year 2000 related data correctly could have a material
adverse effect on our financial condition and results of operations. Failures of
this kind could, for example, lead to:

o incomplete or inaccurate accounting;

o inaccurate supplier and customer order processing;

o recording errors in inventories or other assets; and

o disruption of our manufacturing process as well as transactions with
third parties.

If not addressed, we face the potential risks of financial loss, legal
liability and interruption to business. We have surveyed our key utilities and
suppliers to determine the extent to which we are vulnerable to the failure by
these parties to fix Year 2000 compliance issues. We are still in the process of
assessing the information they have provided. Failure by such key utilities or
suppliers to complete Year 2000 compliance work in a timely manner could have a
material adverse effect on of our operations. Examples of problems that could
result from the failure of these utilities and suppliers to remediate Year 2000
problems include, in the case of utilities, service failures such as power,
telecommunications, elevator operations and loss of security access control and,
in the case of suppliers, failures to satisfy orders on a timely basis and to
process orders correctly.

Additionally, general uncertainty regarding the success of remediation may
cause many suppliers to reduce their activities temporarily as they assess and
address their Year 2000 efforts in 1999. This could result in a general
reduction in available supplies in late 1999 and early 2000. Our management
cannot predict the magnitude of any such reduction or its impact on our
financial results. We can give no assurance that the systems of other companies
on which our systems rely will be converted in a timely fashion, or that the
noncompliance of these systems would not have a material adverse effect on our
business, financial condition, competitive position and results of operations.

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FORWARD-LOOKING STATEMENTS

This prospectus contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. These
statements discuss our intentions, beliefs or current expectations with respect
to our future operating performance, and may include, but are not limited to,
projections of capital expenditures, plans for future operations, financing
needs or plans, compliance with covenants in loan agreements, sales of assets or
businesses, plans relating to our products or services, assessments of
materiality, predictions of future events, and the ability to obtain additional
financing, including our ability to meet obligations as they become due, and
pending and possible litigation. You can identify forward-looking statements by
our use of forward-looking terminology such as "may," "will," "expect,"
"intend," "estimate," "anticipate" or "believe" as well as the negative of these
terms, variations of these terms, or similar terminology. Although we believe
that the expectations reflected in such forward-looking statements are
reasonable, we cannot assure you that such expectations be correct. The most
significant of such risks, uncertainties and other factors are discussed in this
"Risk Factors" section and you are urged to carefully consider such factors.
Additional risks and uncertainties are detailed in our filings with the SEC. We
do not have any obligation to update forward-looking statements.

We have also made cautionary statements in this prospectus, some of which
accompany the forward-looking statements used in the "Harvard Industries, Inc."
and "Risk Factors" sections regarding important factors that could cause actual
results to differ materially from our expectations. All of our subsequent
written and oral forward-looking statements, or statements of persons acting on
our behalf, are expressly qualified in their entirety by such cautionary
statements.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the shares of
common stock in this offering, all of which will be received by the selling
stockholders.

SELLING STOCKHOLDERS

The following table provides information with respect to the common stock
held by each Selling Stockholder, which information has been furnished to us by
the selling stockholders and other sources and which we have not verified.
Because the selling stockholders may sell all or some part of the common stock
which they hold pursuant to this prospectus and the fact that this offering is
not being underwritten on a firm commitment basis, no estimate can be given as
to the amount of common stock that will be held by the selling stockholders upon
termination of this offering. See "Plan of Distribution." The common stock
offered by this prospectus may be offered from time to time in whole or in part
by the persons named below or by their transferees, as to whom applicable
information will, to the extent required, be set forth in a prospectus
supplement.

<TABLE>
<CAPTION>
SHARES TO BE BENEFICIALLY
OWNED AFTER OFFERING
SHARES BENEFICIALLY NUMBER OF SHARES TO BE OFFERED FOR ---------------------------
NAME OWNED PRIOR TO OFFERING STOCKHOLDER'S ACCOUNT NUMBER PERCENT OF CLASS
- ---- ----------------------- ---------------------------------- ------- ----------------
<S> <C> <C> <C> <C>
[To be provided by amendment.]
</TABLE>

<PAGE>

PLAN OF DISTRIBUTION

We are registering the common stock on behalf of the selling stockholders.
As used herein, selling stockholders includes donees and pledgees selling shares
received from a named selling stockholders after the date of this prospectus. We
will receive no proceeds from this offering. The common stock may be sold to
purchasers directly by any of the selling stockholders. Alternatively, any of
the selling stockholders may offer the common stock through underwriters,
dealers or agents, who may receive compensation in the form of underwriting
discounts, concessions or commissions from the selling stockholders and/or the
purchasers of common stock for whom they may act as agent. The selling
stockholders and any underwriters, dealers or agents that participate in the
distribution of common stock may be deemed to be underwriters, and any profit on
the sale of common stock by them and any discounts, commissions or concessions
received by any such underwriters, dealers or agents might be deemed to be
underwriting discounts and commissions under the Securities Act. If we are
advised that an underwriter has been engaged with respect to the sale of any
common stock offered hereby, or in the event of any other material change in the
plan of distribution, we will cause appropriate amendments to the registration
statement of which this prospectus forms a part to be filed with the SEC
reflecting such engagement or other change. See "Where You Can Find More
Information."

At the time a particular offer of common stock is made, to the extent
required, a prospectus supplement will be provided by us and distributed by the
relevant selling stockholder which will set forth the aggregate amount of common
stock being offered and the terms of the offering, including the name or names
of any underwriters, dealers or agents, any discounts, commissions and other
items constituting compensation from the selling stockholders and any discount,
commissions or concessions allowed or reallowed or paid to dealers.

The common stock may be sold from time to time in one or more transactions
at a fixed offering price, which may be changed, or at varying prices determined
at the time of sale or at negotiated prices. Such prices will be determined by
the selling stockholders or by agreement between the selling stockholders and
underwriters or dealers.

Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of common stock may not simultaneously engage in
market-making activities with respect to such common stock for a period of five
business days prior to the commencement of such distribution and ending upon the
completion of such distribution. In addition, each selling stockholder will be
subject to applicable provisions of the Exchange Act and its rules and
regulations, including Regulation M, which provisions may limit the timing of
purchases and sales of any of the common stock by the selling stockholders. All
of the foregoing may affect the marketability of the common stock and the
ability of any person or entity to engage in market-making activities with
respect to the common stock.

Pursuant to the registration rights agreement between Harvard and the
selling stockholders, we are obligated to pay substantially all of the expenses
incident to the registration, offering and sale of the common stock of the
selling stockholders to the public other than commissions and discounts of
underwriters, dealers or agents. The selling stockholders, and any underwriter
they may utilize, and their respective controlling person are entitled to be
indemnified by us against specified liabilities, including liabilities under the
Securities Act. See "Description of Capital Stock--Registration Rights
Agreement."

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of Harvard consists of 50,000,000 shares of
common stock, par value $.01 per share, and 50,000,000 shares of preferred
stock, par value $.01 per share. Pursuant to the plan of reorganization, Harvard
reserved 20,000,000 shares of common stock for issuance to holders of allowed
claims under the plan of reorganization.

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<PAGE>

COMMON STOCK

Holders of common stock are entitled to one vote for each share held on all
matters submitted to a vote of stockholders and do not have cumulative voting
rights. Accordingly, holders of a majority of the shares of common stock
entitled to vote in any election of directors may elect all of the directors
standing for election. Holders of common stock are entitled to receive ratably
such dividends, if any, as may be declared by the Board of Directors out of
funds legally available therefor, subject to any preferential dividend rights of
outstanding preferred stock. Upon the liquidation, dissolution or winding up of
Harvard, the holders of common stock are entitled to receive ratably the net
assets of Harvard available after the payment of all debts and other liabilities
and subject to the prior rights of any outstanding preferred stock. Holders of
common stock have no preemptive, subscription, redemption or conversion rights.
All the outstanding shares of common stock are, and the shares of common stock
to be issued by Harvard pursuant to the plan of reorganization when issued and
paid for will be, fully paid and non-assessable. The rights, preferences and
privileges of holders of common stock are subject to, and may be adversely
affected by, the rights of the holders of shares of any series of preferred
stock that Harvard may designate and issue in the future.

PREFERRED STOCK

The Board of Directors is authorized, subject to any limitations prescribed
by law and without stockholder approval, to issue shares of preferred stock in
one or more series. Each such series of preferred stock may have such rights,
preferences, privileges and restrictions, including voting rights, dividend
rights, conversion rights, redemption privileges and liquidation privileges as
are determined by the Board of Directors.

The purpose of authorizing the Board of Directors to issue preferred stock
and to determine its rights and preferences is to eliminate delays associated
with a stockholder vote on specific issuances and to provide desirable
flexibility in connection with possible acquisitions and other corporate
purposes. The issuance of any such series may have an adverse effect on the
rights of holders of common stock. The issuance of preferred stock could
decrease the amount of earnings and assets available for distribution to holders
of common stock. In addition, any such issuance could have the effect of
delaying, deferring or preventing a change of control of Harvard.

Series A Preferred Stock

The Board of Directors has designated 1,000,000 shares of Series A Junior
Participating Preferred Stock in connection with the adoption of the stockholder
rights agreement described below. Because of the nature of the Series A
preferred stock dividend, liquidation and voting rights, the value of the one
one-hundredth interest in a share of Series A preferred stock purchasable upon
exercise of each share purchase right should approximate the value of one share
of common stock. The Series A preferred stock purchasable upon exercise of the
share purchase rights will not be redeemable. Each share of Series A preferred
stock will be entitled to the greater of (1) a preferential quarterly dividend
payment of $1.00 per share or (2) an aggregate dividend of 100 times the
dividend declared per share of common stock. In the event of a liquidation, the
holders of the Series A preferred stock will be entitled to a preferential
liquidation payment of $100 per share, plus an amount equal to 100 times the
aggregate amount to be distributed per share of common stock. Each share of
Series A preferred stock will have 100 votes, voting together with the common
stock except as otherwise required by law. Finally, in the event of any merger,
consolidation or other transaction in which shares of common stock are
exchanged, each share of Series A preferred stock will be entitled to receive
100 times the amount received per share of common stock. These rights are
protected by customary antidilution provisions.

STOCKHOLDER RIGHTS PLAN

The Board of Directors adopted a stockholder rights agreement on March 24,
1999 and declared a dividend of one preferred share purchase right on each
outstanding share of Harvard's common stock payable to stockholders of record as
of the close of business on April 5, 1999. Except as described below, each share
purchase right, when exercisable, entitles the holder thereof to purchase from
Harvard one-hundredth of a

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<PAGE>

share of Series A preferred stock of Harvard at a purchase price of $30.00 per
one-hundredth of a preferred share, subject to adjustment. The terms of the
share purchase rights are set forth in a rights agreement between Harvard and
State Street Bank and Trust Company, a Massachusetts trust company, as rights
agent.

The share purchase rights will be evidenced by common stock certificates
until the earlier to occur of (1) 10 days following a public announcement that a
person or group of affiliated or associated persons has become an "acquiring
person" (as defined below) or (2) 10 business days following the commencement
of, or announcement of an intention to make, a tender offer or exchange offer
the consummation of which would result in a person or group becoming an
acquiring person (or such later date as may be determined by action of the Board
of Directors prior to such time as any person or group becomes an acquiring
person). The earlier of such dates is called the "distribution date".

An "acquiring person" is a person or group of affiliated or associated
persons who have acquired beneficial ownership of 20% or more of the outstanding
common stock, other than Harvard, any subsidiary of Harvard, and any employee
benefit plan of Harvard or its subsidiaries, and persons affiliated or
associated with or related to them. However, there are other exceptions to the
definition of acquiring person, as follows:

o Any person whose beneficial ownership of common stock exceeds 20% because
of a repurchase of common stock by Harvard that increases his or her
percentage ownership, unless such person thereafter acquires any
additional common stock;

o Stockholders of Harvard who, together with their affiliates and
associates, beneficially owned more than 20% of Harvard's outstanding
common stock at the time the stockholder rights plan was adopted, so long
as they do not subsequently exceed specified percentage ownership levels
as a result of acquiring additional common stock and satisfy a number of
other conditions;

o Transferees of common shares beneficially owned by the stockholders
mentioned in the preceding subparagraph on, if those transferees satisfy
a number of conditions;

o Other persons who the Board of Directors determines have exceeded the 20%
level of ownership inadvertently and promptly divest the excess amount.

The rights agreement provides that, until the distribution date or earlier
redemption or expiration of the share purchase rights, the share purchase rights
will be transferred with and only with the common stock. Until the distribution
date or earlier redemption or expiration of the share purchase rights, new
common stock certificates issued after the record date will contain a notation
incorporating the rights agreement by reference. Until the distribution date or
earlier redemption or expiration of the share purchase rights, the surrender for
transfer of any certificates for common stock will also constitute the transfer
of the share purchase rights associated with the common stock represented by
such certificate. As soon as practicable following the distribution date,
separate rights certificates evidencing the share purchase rights will be mailed
to holders of record of the common stock as of the close of business on the
distribution date and such separate right certificates alone will evidence the
share purchase rights.

The share purchase rights are not exercisable until the distribution date.
The share purchase rights will expire on March 24, 2009, unless they are earlier
redeemed or exchanged by Harvard, as described below.

The purchase price payable, and the number of shares of Series A preferred
stock or other securities or property issuable, upon exercise of the share
purchase rights to adjustment from time to time to prevent dilution (1) in the
event of a stock dividend on, or a subdivision, combination or reclassification
of, the Series A preferred stock, (2) upon the grant to holders of the Series A
preferred stock of specified rights or warrants to subscribe for or purchase
Series A preferred stock at a price, or securities convertible into Series A
preferred stock with a conversion price, less than the then-current market price
of the Series A preferred stock, or (3) upon the distribution to holders of the
Series A preferred stock of evidences of indebtedness, assets or capital stock
(excluding regular periodic cash dividends paid out of earnings or retained
earnings or dividends payable in shares of Series A preferred stock) or of
subscription rights or warrants (other than those referred to above). With
specific exceptions, no adjustment in the purchase price will be required until
cumulative adjustments require an adjustment of at least 1% in such purchase
price. Harvard will not be required to issue fractional common stock or Series A
preferred stock, other than fractions which are integral

13
<PAGE>

multiples of one-thousandth of a share of Series A preferred stock, which may,
at the election of Harvard, be evidenced by depositary receipts, and in lieu
thereof, an adjustment in cash may be made based on the market price of the
common stock or Series A preferred stock on the last trading day prior to the
date of exercise.

If any person or group becomes an acquiring person, then each holder of a
share purchase right, other than share purchase rights beneficially owned by the
acquiring person, any associate or affiliate thereof, as such terms are defined
in the share purchase rights agreement, and transferees thereof, which will be
void, will have the right to receive upon exercise of such share purchase right
that number of common stock, or, in some specific circumstances, cash, property
or other securities of Harvard, having a market value of two times the exercise
price of the share purchase right.

If at any time after the time that any person or group becomes an acquiring
person, Harvard is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are sold,
proper provision will be made so that each holder of a share purchase right,
other than share purchase rights beneficially owned by the acquiring person, any
associate or affiliate thereof, and certain transferees thereof, which will be
void, will thereafter have the right to receive, upon the exercise thereof at
the then-current exercise price of the share purchase right, that number of
shares of common stock of the acquiring company which at the time of such
transaction will have a market value of two times the exercise price of the
share purchase right.

At any time after the time that any person or group becomes an acquiring
person and prior to the acquisition by such person or group of 50% or more of
the outstanding common stock, the Board of Directors of Harvard may exchange the
share purchase rights, other than share purchase rights beneficially owned by
such person or group, any associate or affiliate thereof, and certain
transferees thereof, which will be void, in whole or in part, at an exchange
ratio per right equal to the greater of (1) one share of common stock or
one-hundredth of a share of Series A preferred stock (subject to adjustment), or
(2) the number of shares of common stock.

At any time prior to the time that any person becomes an acquiring person,
the Board of Directors of Harvard may redeem the share purchase rights in whole,
but not in part, at a redemption price of $.01 per share purchase right, subject
to adjustment, which may at Harvard's option be paid in cash, common stock or
other consideration deemed appropriate by the Board of Directors. The redemption
of the share purchase rights may be made effective at such time, on such basis
and with such conditions as the Board of Directors in its sole discretion may
establish; provided, however, that no redemption will be permitted or required
after the time that any person becomes an acquiring person. Immediately upon any
redemption of the share purchase rights, the right to exercise the share
purchase rights will terminate and the only right of the holders of the share
purchase rights will be to receive the Redemption Price.

The terms of the share purchase rights may be amended by the Board of
Directors of Harvard without the consent of the holders of the share purchase
rights, except that from and after such time as any person becomes an acquiring
person no such amendment may make the share purchase rights redeemable if the
share purchase rights are not then redeemable in accordance with the terms of
the share purchase rights agreement or may adversely affect the interests of the
holders of the share purchase rights.

Until a share purchase right is exercised, the holder thereof, as such,
will have no rights as a stockholder of Harvard, including, without limitation,
the right to vote or to receive dividends.

The share purchase rights will have anti-takeover effects. The share
purchase rights will cause substantial dilution to a person or group that
attempts to acquire Harvard on terms not approved by Harvard's Board of
Directors.

CHARTER PROVISIONS INDEMNIFYING DIRECTORS AND OFFICERS

Our certificate of incorporation contains provisions to indemnify Harvard's
directors and officers to the fullest extent permitted by the Delaware General
Corporation Law, including payment in advance of a final disposition of a
director's or officer's expenses and attorneys' fees incurred in defending any
action, suit or

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<PAGE>

proceeding. We believe that these provisions will assist us in attracting and
retaining qualified individuals to serve as directors.

SECTION 203 OF THE GENERAL CORPORATION LAW DELAWARE LAW--COMBINATIONS WITH
INTERESTED STOCKHOLDERS

Generally, Section 203 of the DGCL prohibits certain Delaware corporations
from engaging in a business combination with an interested stockholder for a
period of three years after the time of the transaction in which the person
became an interested stockholder, unless (1) prior to the time of the business
combination, the transaction is approved by the board of directors of the
corporation, (2) upon consummation of the transaction which resulted in the
stockholder becoming an interested stockholder, the interested stockholder owns
at least 85% of the outstanding voting stock, or (3) at or after such time the
business combination is approved by the board of directors and by the
affirmative vote of at least 66 2/3% of the outstanding voting stock which is
not owned by the interested stockholder. A business combination includes
mergers, asset sales and other transactions resulting in a financial benefit to
the interested stockholder. Subject to specific exceptions, an interested
stockholder is a person who, together with affiliates and associates, owns, or
within three years, did own, 15% or more of the corporation's voting stock. A
Delaware corporation may opt out from the application of Section 203 through a
provision in its certificate of incorporation or by-laws. Harvard has opted out
of Section 203.

WARRANTS

Pursuant to the plan of reorganization, holders of shares of common stock
and pay-in-kind preferred stock of Harvard prior to its emergence from
bankruptcy received warrants to purchase up to 631,578 shares of common stock of
Harvard at an exercise price of $41.67 per share of common stock. The warrants
are currently exercisable and will remain outstanding until November 23, 2003.

The exercise price and the number of shares of common stock into which the
warrants may be exercisable may be subject to adjustment pursuant to
anti-dilution provisions contained in the warrants.

REGISTRATION RIGHTS

Harvard entered into a registration rights agreement, dated as of the
effective date, with the selling stockholders pursuant to which Harvard agreed
to use its reasonable best efforts to file after the effective date a "shelf"
registration statement covering shares of common stock owned by the selling
stockholders use its reasonable best efforts to cause the shelf registration to
be declared effective and to keep such shelf registration continuously effective
until the earlier of the disposition of all registrable securities (as defined
in the registration rights agreement) and three (3) years after the initial date
of the shelf registration; provided, however, that Harvard will be permitted to
suspend the availability of the shelf registration for up to 30 days during any
twelve-month period. The filing and effectiveness of the registration statement
of which this prospectus forms a part satisfies Harvard's obligations under the
registration rights agreement with respect to the registration statement that
contains this prospectus, except that the filing and effective date of the
registration statement will have occurred later than the dates provided in the
agreement.

Harvard will also make up to two demand registrations upon the demand of
the initiating holders (as defined in the registration rights agreement) or, in
the event the shelf registration is unavailable, four registrations; except that
no such demand registration is required to be effected earlier than 90 days
after the effective date of any registration statement, other than the shelf
registration or a registration statement on Form S-4 or Form S-8, of Harvard,
under the Securities Act, covering securities of the same class as any
registrable securities.

Harvard has the right, in the case of a demand registration, to postpone
the filing or effectiveness of, or to withdraw, any registration statement if in
its reasonable judgment, such registration would materially interfere with any
material financing, acquisition, corporate reorganization or merger or other
transaction involving Harvard or any subsidiary thereof; provided, however, that
such postponement or withdrawal will last only for so long as such material
interference would exist, but in no event for more than 45 days.

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<PAGE>

Harvard will indemnify each holder of registrable securities, its
directors, officers, partners, employees, advisors and agents, and each person
who controls such holder, to the extent permitted by law, from and against any
and all liabilities resulting from or arising out of or based upon any untrue,
or alleged untrue, statement of a material fact contained in any disclosure
document, or arising out of or based upon any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading, except insofar as the same are caused by or contained in
any information furnished in writing to Harvard by or on behalf of such holder
expressly for use therein. Harvard will also indemnify any underwriters of the
registrable securities, their officers, directors and employees, and each person
who controls any such underwriter to the same extent as provided above with
respect to the indemnification of the holders of registrable securities.

Each holder has agreed to indemnify and hold harmless Harvard, any
underwriter retained by Harvard and their respective directors, officers,
employees, advisors, agents and each person who controls Harvard or such
underwriter to the same extent, subject to applicable law, as the foregoing
indemnity from Harvard to the holders, but only with respect to any information
furnished in writing by or on behalf of such holder expressly for use therein;
provided, however, that the liability of any holder will be limited to the
amount of the net proceeds received by such holder in the offering giving rise
to such liability.

TRANSFER AGENT AND REGISTRAR; WARRANT AGENT

The transfer agent and registrar for the common stock is State Street Bank
and Trust Company. The warrant agent for the warrants is State Street Bank and
Trust Company.

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<PAGE>

VALIDITY OF THE COMMON STOCK

The validity of the shares of common stock offered hereby will be passed
upon for Harvard by Sonnenschein Nath & Rosenthal, New York, New York.

EXPERTS

The audited consolidated financial statements of the Company for the year
ended September 30, 1998 included in Harvard's Form 10-K for the year ended
September 30, 1998, which are incorporated by reference herein, have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their report with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in giving said report.
Reference is made to said report, which includes an explanatory paragraph with
respect to Harvard's ability to continue as a going concern as discussed in Note
1 to such consolidated financial statements.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information required by the Securities Exchange Act of 1934, as amended , the
SEC. You may read and copy any document we file at the SEC's public reference
rooms located at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, at
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661, and at Seven World Trade Center, Suite 1300, New York, New York
10048. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Copies of such material can be obtained by mail from the
Public Reference Section of the SEC at 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549 at prescribed rates. Our filings with the SEC are also
available to the public on the SEC's Internet web site at http://www.sec.gov.

DOCUMENTS INCORPORATED BY REFERENCE

The SEC allows us to incorporate by reference the information we file with
it, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this prospectus, and information that we file with the SEC later
will automatically update and supersede this information. The following
documents filed by Harvard and any future filings made by us with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act prior to the
termination of the offering are incorporated by reference in this prospectus:

o Harvard's Annual Report on Form 10-K for the fiscal year ended
September 30, 1998, including all subsequently filed amendments
(Commission File No. 0-21362);

o Harvard's Quarterly Report on Form 10-Q for the quarterly period ended
January 3, 1999, including all subsequently filed amendments (Commission
File No. 0-21362);

o Harvard's Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1999 (Commission File No. 0-21362);

o Harvard's Current Reports on Form 8-K filed on October 7, 1998,
October 30, 1998, December 3, 1998 and March 25, 1999 (Commission File
No. 0-21362).

Holders of securities of Harvard may request a copy of these filings, at no
cost, by writing or telephoning us at: Harvard Industries, Inc., 3 Werner Way,
Lebanon, NJ 08833, Attn: Phyllis Morais, Telephone: (908) 437-4157.

<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE
HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION OR TO MAKE ANY
REPRESENTATION TO YOU THAT IS NOT CONTAINED IN THIS PROSPECTUS. THIS PROSPECTUS
IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO
BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT
PERMITTED. YOU SHOULD NOT UNDER ANY CIRCUMSTANCES ASSUME THAT THE INFORMATION IN
THIS PROSPECTUS IS CORRECT ON ANY DATE AFTER THE DATE OF THIS PROSPECTUS.
------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
About this Prospectus.......................... ii
Prospectus Summary............................. 1
Risk Factors................................... 3
Forward-Looking Statements..................... 10
Use of Proceeds................................ 10
Selling Stockholders........................... 10
Plan of Distribution........................... 11
Description of Capital Stock................... 11
Validity of the Common Stock................... 17
Experts........................................ 17
Where You Can Find More Information............ 17
Documents Incorporated by Reference............ 17
</TABLE>

------------------------

UNTIL , 1999 (90 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE SECURITIES OFFERED HEREBY, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS,
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

5,372,298

SHARES OF COMMON STOCK

HARVARD INDUSTRIES, INC.

------------------------
PROSPECTUS
------------------------

DATED , 1999

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth an estimate of the expenses that will be
incurred by the Registrant in connection with the distribution of the securities
being registered hereby: of Common Stock

<TABLE>
<S> <C>
SEC registration fee.......................................... $
NASD filing fees.............................................. $
Legal fees and expenses....................................... $
Accounting fees and expenses.................................. $
Miscellaneous................................................. $
--------
Total......................................................... $
--------
--------
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Generally, Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL") permits a corporation to indemnify certain persons made a
party to an action, by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporationeor enterprise. In the1case of an action by or in the right of the
corporation, no indemnification may be made in respect of any matter as to which
such person was adjudged liable for negligence or misconduct in the performance
of such person's duty to the corporation unless the Delaware Court of Chancery
or the court in which such action was brought determines that despite the
adjudication of liability such person is fairly and reasonably entitled to
indemnity for proper expenses. To the extent such person has been successful in
the defense of any matter, such person shall be indemnified against expenses
actually and reasonably incurred by him.

Section 102(b)(7) of the DGCL enables a Delaware corporation to include a
provision in its certificate of incorporation limiting a director's liability to
the corporation or its stockholders for monetary damages for breaches of
fiduciary duty as a director. Harvard's Amended and Restated Certificate of
Incorporation and By-laws that were adopted pursuant to the Plan of
Reorganization provide for indemnification of its officers and directors to the
full extent permitted under Delaware law.

ITEM 16. EXHIBITS.

II-1
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- -------- -----------
<S> <C> <C>
4.1* -- Form of Common Stock Certificate of the Registrant (incorporated by reference to Exhibit 4.1 to the
Registrant's Form 10-K filed with the Commission on January 13, 1999 (Commission File
No. 0-21362)).
4.2* -- Indenture (including the Form of 14 1/2% Senior Secured Note due September 1, 2003), dated as of
November 24, 1998 between the Registrant, the Subsidiary Guarantors and Norwest Minnesota Bank,
National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Registrant's
Form 10-K filed with the Commission on January 13, 1999 (Commission File No. 0-21362)).
5.1* -- Opinion of Sonnenschein Nath & Rosenthal.
10.1* -- Settlement Agreement dated as of October 15, 1998, by and among the Registrant, certain of its
subsidiaries and the PBGC (incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-K
filed with the Commission on January 13, 1999 (Commission File No. 0-21362)).
10.2* -- Registration Rights Agreement, dated as of November 24, 1998, between the Registrant and the
signatories listed therein (incorporated by reference to Exhibit 10.2 to the Registrant's Form 10-K
filed with the Commission on January 13, 1999 (Commission File No. 0-21362)).
10.3* -- Credit Agreement, dated as of November 24, 1998, between the Registrant, its subsidiaries, General
Electric Capital Corporation, as Administrative Agent and the lenders party thereto (incorporated by
reference to Exhibit 10.4 to the Registrant's Form 10-K filed with the Commission on January 13,
1999 (Commission File No. 0-21362)).
10.4* -- Loan Collateral Agreement, dated as of November 24, 1998 by the Registrant and its subsidiaries in
favor of General Electric Capital Corporation, as Administrative Agent (incorporated by reference to
Exhibit 10.5 to the Registrant's Form 10-K filed with the Commission on January 13, 1999 (Commission
File No. 0-21362)).
10.5* -- Collateral Agreement, dated as of November 24, 1998, by the Registrant and its subsidiaries in favor
of Norwest Bank Minnesota, National Association, as Collateral Agent (incorporated by reference to
Exhibit 10.6 to the Registrant's Form 10-K filed with the Commission on January 13, 1999 (Commission
File No. 0-21362)).
10.6* -- Warrant Agreement, dated as of November 24, 1998, between the Registrant and State Street Bank and
Trust Company (incorporated by reference to Exhibit 10.7 to the Registrant's Form 10-K filed with
the Commission on January 13, 1999 (Commission File No. 0-21362)).
10.7* -- Harvard Industries, Inc. Nonqualified ERISA Excess Benefit Plan (incorporated by reference to
Exhibit 10.20 to the Registrant's Registration Statement on Form S-1 filed with the Commission on
August 24, 1995 (File No. 33-96376)).
10.8* -- Harvard Industries, Inc. Nonqualified Additional Credited Service Plan (incorporated by reference to
Exhibit 10.21 to the Registrant's Registration Statement on Form S-1 filed with the Commission on
August 24, 1995 (File No. 33-96376)).
10.9* -- Harvard Industries, Inc. 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.10 to
the Registrant's Form 10-K filed with the Commission on January 13, 1999 (Commission File
No. 0-21362)).
21* -- List of subsidiaries of the Company (incorporated by reference to Exhibit 21 to the Registrant's
Form 10-K filed with the Commission on January 13, 1999 (Commission File No. 0-21362)).
23.1** -- Consent of Arthur Andersen LLP, Independent Accountants.
23.2** -- Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.3* -- Consent of Sonnenschein Nath & Rosenthal (included in their opinion filed as Exhibit 5.1).
23.4* -- Consent of Norman Levy Associates, Inc., independent appraisers.
23.5* -- Consent of Chanin Kirkland Messina LLC, independent financial professionals.
24* -- Powers of Attorney (contained in the signature pages hereto).
</TABLE>

(Footnotes on next page)

II-2
<PAGE>

(Footnotes from previous page)

- ------------------
* Previously filed.

** Filed herewith.

ITEM 17. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
Harvard pursuant to the provisions in Item 15 above, or otherwise, Harvard has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in such act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by Harvard of expenses incurred or paid by a director or
officer or controlling person of Harvard in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, Harvard will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in such act and
will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;

(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(b) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

(c) To include any material information with respect to the Plan of
Distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

Provided, however, that paragraphs (1)(a) and (1)(b) above do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.

(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

II-3
<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED IN LEBANON, STATE OF NEW JERSEY, ON JUNE 14, 1999.

HARVARD INDUSTRIES, INC.

By: /s/ ROGER G. POLLAZZI
----------------------------------
Roger G. Pollazzi
Chief Executive Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ ROGER G. POLLAZZI* Chairman of the Board and June 14, 1999
- ------------------------------------------ Chief Executive Officer
Roger G. Pollazzi (Principal Executive Officer)

/s/ THEODORE W. VOGTMAN* Executive Vice President and June 14, 1999
- ------------------------------------------ Chief Financial Officer
Theodore W. Vogtman (Principal Financial Officer)

/s/ KEVIN L.B. PRICE Vice President, Controller June 14, 1999
- ------------------------------------------ and Treasurer
Kevin L.B. Price (Principal Accounting Officer)

/s/ JON R. BAUER* Director June 14, 1999
- ------------------------------------------
Jon R. Bauer

/s/ THOMAS R. COCHILL* Director June 14, 1999
- ------------------------------------------
Thomas R. Cochill

Director
- ------------------------------------------
Raymond Garfield, Jr.

/s/ DONALD P. HILTY* Director June 14, 1999
- ------------------------------------------
Donald P. Hilty

/s/ GEORGE A. POOLE* Director June 14, 1999
- ------------------------------------------
George A. Poole

/s/ JAMES P. SHANAHAN, JR.* Director June 14, 1999
- ------------------------------------------
James P. Shanahan, Jr.

/s/ RICHARD W. VIESSER* Director June 14, 1999
- ------------------------------------------
Richard W. Viesser

*By: /s/ D. CRAIG BOWMAN June 14, 1999
-------------------------------------
D. Craig Bowman
Attorney-in-Fact
</TABLE>

<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- -------- -----------
<S> <C> <C>
2.1* -- Plan of Reorganization and related Disclosure Statement, filed with the U.S. Bankruptcy Court for
the District of Delaware on July 10, 1998 (incorporated by reference to Exhibits 99.1 and 99.2 to
the Registrant's Form 8-K filed with the Commission on July 24, 1998 (Commission File No.
001-01044)).
2.2* -- First Amended and Modified Consolidated Plan of Reorganization dated August 19, 1998, filed with the
U.S. Bankruptcy Court for the District of Delaware on August 25, 1998 (incorporated by reference to
Exhibit 2.1 to the Registrant's Form 8-K filed with the Commission on October 30, 1998 (Commission
File No. 001-01044)).
3.1(a)* -- Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1(a) to the
Registrant's Form 10-K filed with the Commission on January 13, 1999 (Commission File
No. 0-21362)).
3.1(b)* -- Certificate of Merger of the Registrant (incorporated by reference to Exhibit 3.1(b) to the
Registrant's Form 10-K filed with the Commission on January 13, 1999 (Commission File
No. 0-21362)).
3.2* -- By-laws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's Form 10-K
filed with the Commission on January 13, 1999 (Commission File No. 0-21362)).
4.1* -- Form of Common Stock Certificate of the Registrant (incorporated by reference to Exhibit 4.1 to the
Registrant's Form 10-K filed with the Commission on January 13, 1999 (Commission File
No. 0-21362)).
4.2* -- Indenture (including the Form of 14 1/2% Senior Secured Note due September 1, 2003), dated as of
November 24, 1998 between the Registrant, the Subsidiary Guarantors and Norwest Minnesota Bank,
National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Registrant's
Form 10-K filed with the Commission on January 13, 1999 (Commission File No. 0-21362)).
5.1* -- Opinion of Sonnenschein Nath & Rosenthal.
10.1* -- Settlement Agreement dated as of October 15, 1998, by and among the Registrant, certain of its
subsidiaries and the PBGC (incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-K
filed with the Commission on January 13, 1999 (Commission File No. 0-21362)).
10.2* -- Registration Rights Agreement, dated as of November 24, 1998, between the Registrant and the
signatories listed therein (incorporated by reference to Exhibit 10.2 to the Registrant's Form 10-K
filed with the Commission on January 13, 1999 (Commission File No. 0-21362)).
10.3* -- Credit Agreement, dated as of November 24, 1998, between the Registrant, its subsidiaries, General
Electric Capital Corporation, as Administrative Agent and the lenders party thereto (incorporated by
reference to Exhibit 10.4 to the Registrant's Form 10-K filed with the Commission on January 13,
1999 (Commission File No. 0-21362)).
10.4* -- Loan Collateral Agreement, dated as of November 24, 1998 by the Registrant and its subsidiaries in
favor of General Electric Capital Corporation, as Administrative Agent (incorporated by reference to
Exhibit 10.5 to the Registrant's Form 10-K filed with the Commission on January 13, 1999 (Commission
File No. 0-21362)).
10.5* -- Collateral Agreement, dated as of November 24, 1998, by the Registrant and its subsidiaries in favor
of Norwest Bank Minnesota, National Association, as Collateral Agent (incorporated by reference to
Exhibit 10.6 to the Registrant's Form 10-K filed with the Commission on January 13, 1999 (Commission
File No. 0-21362)).
10.6* -- Warrant Agreement, dated as of November 24, 1998, between the Registrant and State Street Bank and
Trust Company (incorporated by reference to Exhibit 10.7 to the Registrant's Form 10-K filed with
the Commission on January 13, 1999 (Commission File No. 0-21362)).
10.7* -- Harvard Industries, Inc. Nonqualified ERISA Excess Benefit Plan (incorporated by reference to
Exhibit 10.20 to the Registrant's Registration Statement on Form S-1 filed with the Commission on
August 24, 1995 (File No. 33-96376)).
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- -------- -----------
<S> <C> <C>
10.8* -- Harvard Industries, Inc. Nonqualified Additional Credited Service Plan (incorporated by reference to
Exhibit 10.21 to the Registrant's Registration Statement on Form S-1 filed with the Commission on
August 24, 1995 (File No. 33-96376)).
10.9* -- Harvard Industries, Inc. 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.10 to
the Registrant's Form 10-K filed with the Commission on January 13, 1999 (Commission File
No. 0-21362)).
21* -- List of subsidiaries of the Company (incorporated by reference to Exhibit 21 to the Registrant's
Form 10-K filed with the Commission on January 13, 1999 (Commission File No. 0-21362)).
23.1** -- Consent of Arthur Andersen LLP, Independent Accountants.
23.2** -- Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.3* -- Consent of Sonnenschein Nath & Rosenthal (included in their opinion filed as Exhibit 5.1).
23.4* -- Consent of Norman Levy Associates, Inc., independent appraisers.
23.5* -- Consent of Chanin Kirkland Messina LLC, independent financial professionals.
24* -- Powers of Attorney (contained in the signature pages hereto).
</TABLE>

- ------------------
* Previously filed.

** Filed herewith.

<PAGE>

EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated January 12, 1999
included in Harvard Industries, Inc.'s Form 10-K for the year ended
September 30, 1998 and to all references to our firm included in this
registration statement.

/s/ ARTHUR ANDERSEN LLP
--------------------------------------
Arthur Andersen LLP

Roseland, New Jersey
June 11, 1999

<PAGE>

EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Amendment No. 2 to Form S-3 of our report (which contains an
explanatory paragraph relating to the ability of Harvard Industries, Inc. to
continue as a going concern) dated November 14, 1997, except for Note 9 as to
which the date is December 29, 1997, relating to the financial statements which
appear in the Annual Report of Harvard Industries, Inc. on Amendment No. 2 to
Form 10-K/A, for the year ended September 30, 1998.

/s/ PRICEWATERHOUSECOOPERS LLP
--------------------------------------
PricewaterhouseCoopers LLP

11 Madison Avenue
New York, NY
June 11, 1999