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SCHEDULE 13D (Amendment No. 2)
Name of Issuer: Hastings Manufacturing Company
Title of Class of Securities: Common Stock, $2.00 par value
CUSIP Number: 418398103
Name, Address and Telephone Number of Personal Authorized to Receive Notices
and Communications:
A. Alex Porter
Paul E. Orlin
Porter, Felleman Inc.
100 Park Avenue
New York, New York 10017
(212) 689-1203
Ronald O. Mueller, Esq.
Gibson, Dunn & Crutcher
1050 Connecticut Avenue, N.W.
Suite 900
Washington, D.C. 20036
(202) 955-8671
Date of Event which Requires Filing of this Statement: November 8, 1995
Check the following box if a fee is paid with the statement: Not Applicable
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1. NAME OF REPORTING PERSON: Amici Associates (#13-2871073); The
Collectors' Fund (#13-3151264); Porter, Felleman Inc. (#13-2862058)
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC (Working Capital)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e): Not Applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION: New York, N.Y.
7. SOLE VOTING POWER: 35,600
8. SHARED VOTING POWER: 0
9. SOLE DISPOSITIVE POWER: 35,600
10. SHARED DISPOSITIVE POWER: 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 35,600
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
Not Applicable
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.17%
14. TYPE OF REPORTING PERSON: PN and CO
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SCHEDULE 13D
AMENDMENT NO. 2
This Amendment No. 2 to Schedule 13D is filed by Amici Associates and The
Collectors' Fund with respect to Hastings Manufacturing Company (the
"Company"). The original Schedule 13D dated February 1, 1991 reported the
acquisition of shares of the Company's Common Stock. Amendment No. 1 dated
April 8, 1991 reported subsequent purchases of the Company's Common Stock.
This Amendment No. 2 reports subsequent transactions in the Company's Common
Stock and amends and restates Items 2 and 4 to the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND
The persons filing this Schedule (collectively, the "Reporting Persons") are
Amici Associates and The Collectors' Fund. Amici Associates and The
Collectors' Fund (the "Partnerships") are New York limited partnerships whose
principal business is investing, reinvesting and trading in securities and
rights and options relating thereto. The business address of the Partnerships
is 100 Park Avenue, Suite 1105, New York, New York 10017. None of the
Reporting Persons, during the last five years, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors),
nor has any been, during the past five years, a party to a civil proceeding
described in Item 2(e) of Schedule 13D. The general partners of Amici
Associates and The Collectors' Fund are A. Alex Porter and Paul E. Orlin. The
principal occupation of Messrs. Porter and Orlin is acting as general partners
of Amici Associates and The Collectors' Fund. Neither Mr. Porter nor Mr.
Orlin has, during the past five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), nor has either been,
during the last five years, a party to a civil proceeding described in
Item 2(e) of Schedule 13D. Messrs. Porter and Orlin are citizens of the
United States.
ITEM 4. PURPOSE OF TRANSACTIONS
The transactions in shares of Common Stock described herein were made in the
ordinary course of each of the Reporting Persons' business. Messrs. Porter and
Orlin, as general partners of Amici Associates and The Collectors' Fund reserve
the right to purchase additional shares of Common Stock or to dispose of shares
of Common Stock in the open market or in privately negotiated transactions or
in any other lawful manner in the future. Messrs. Porter and Orlin reserve the
right to take whatever action with respect to each of the Reporting Persons'
holdings of Common Stock they deem to be in the best interest of such Reporting
Persons. Without limitation of the foregoing, in an effort to improve the
return on the shares of Common Stock held by the
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Reporting Persons, Messrs. Porter and Orlin and their agents may engage in
communications with management at the Company and possibly with other
shareholders concerning the on-going losses at the Company, and to explore
ways in which those losses can be terminated and greater value can be realized
by the Company's shareholders, including through a sale or merger of the
Company. The transactions described herein were not, and any future
acquisitions would not be made for the purpose of, acquiring control of the
Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number and percentage of shares outstanding of Common
Stock beneficially owned by each of the Reporting Persons are set forth below.
These percentages are computed based on the Company's shares of Common Stock
outstanding (388,383) as set forth in the Company's Form 10-K filed for the
year ending December 31, 1994
<TABLE>
<CAPTION>
Number of Shares Percentage of
Reporting Persons Beneficially Owned Outstanding Shares
- ----------------- ------------------ ------------------
<S> <C> <C>
Amici Associates 22,300 5.7%
Collectors' Fund 13,300 3.4%
</TABLE>
(b) Messrs. Porter and Orlin, as general partners of Amici Associates and
The Collectors' Fund have sole power to vote, direct the vote, dispose and
direct the disposition of such shares.
(c) The trade dates, number of shares and price per share of transactions
made on the part of the Reporting Persons since Amendment No. 1 to this
Schedule 13D are set forth in the schedule attached to this Amendment No. 2.
The transactions were effected on the American Stock Exchange.
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15) Trade Date, Number of Shares Purchased and Price per Share:
<TABLE>
<S> <C> <C> <C>
Jones/Porter, Felleman 08/30/91 10,700 39.250
Amici Associates 10/25/91 2,000 40.155
Amici Associates 10/29/91 1,200 39.100
Amici Associates 10/30/91 800 39.100
Amici Associates 12/28/93 1,500 30.500
Amici Associates 08/08/94 11,200 27.750
Amici Associates 09/06/95 2,000 27.431
Amici Associates 09/12/95 1,000 26.650
Amici Associates 09/18/95 1,000 25.500
Amici Associates 09/22/95 2,000 24.725
Amici Associates 09/27/95 1,000 26.000
Amici Associates 10/02/95 1,000 26.300
Amici Associates 11/08/95 4,500 25.250
The Collectors' Fund 09/15/94 9,300 28.875
The Collectors' Fund 09/08/95 1,000 25.375
The Collectors' Fund 11/08/95 3,000 25.250
</TABLE>
16) Trade Date, Number of Shares Sold and Price per Share:
<TABLE>
<S> <C> <C> <C>
Jones/Porter, Felleman 01/07/94 2,000 31.000
Jones/Porter, Felleman 01/18/94 200 32.750
Jones/Porter, Felleman 01/21/94 1,000 32.750
Jones/Porter, Felleman 11/08/95 7,500 25.250
Amici Associates 02/03/93 300 35.899
Amici Associates 02/09/93 300 36.375
Amici Associates 03/09/94 1,000 36.100
Amici Associates 03/10/94 1,000 37.062
Amici Associates 09/15/94 9,300 28.875
Amici Associates 08/03/95 100 18.250
Amici Associates 08/07/95 200 18.750
Amici Associates 08/08/95 700 18.786
Amici Associates 08/17/95 200 18.625
Amici Associates 08/22/95 300 18.875
Amici Associates 08/23/95 1,200 18.802
Amici Associates 08/25/95 200 19.500
The Collectors' Fund 01/27/94 1,000 33.500
The Collectors' Fund 01/27/94 400 34.000
The Collectors' Fund 01/28/94 600 34.250
The Collectors' Fund 02/03/94 100 34.750
The Collectors' Fund 02/08/94 100 34.750
The Collectors' Fund 03/09/94 500 34.750
The Collectors' Fund 08/08/94 11,200 27.750
</TABLE>
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SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
AMICI ASSOCIATES
Dated: December 1, 1995 /s/A. Alex Porter
------------------------
A. ALEX PORTER
General Partner
/s/ Paul E. Orlin
------------------------
PAUL E. ORLIN
General Partner
THE COLLECTORS' FUND
/s/ A. Alex Porter
------------------------
A. ALEX PORTER
General Partner
PORTER, FELLEMAN INC.
/s/ A. Alex Porter
-------------------------
A. ALEX PORTER
President
