SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Michigan National Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
594563108
(CUSIP Number)
MICHAEL F. PRICE
HEINE SECURITIES CORPORATION
51 JOHN F. KENNEDY PARKWAY
SHORT HILLS, NJ 07078
(201) 912-2152
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 5, 1994
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies should be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(Continued on the following page(s))
Page 1 of 6 pages
<PAGE>
CUSIP No 594563108 13D Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Heine Securities Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF INCORPORATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,080,200 (See Items 2 and 5)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,080,200 (See Items 2 and 5)
PERSON 10 SHARED DISPOSITIVE POWER
WITH None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,080,200 (See Items 2 and 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.00%
8.2% (See Items 2 and 5)
14 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No.594563108 13D Page 3 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael F. Price
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF INCORPORATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES None (See Items 2 and 5)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None (See Items 2 and 5)
PERSON 10 SHARED DISPOSITIVE POWER
WITH None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
None (See Items 2 and 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
The Schedule 13D previously filed is hereby amended as
follows:
Item 4 Purpose of Transaction
Item 4 is replaced in its entirety with the following:
As previously reported and for the reasons described in
HSC's prior Schedule 13D filings, HSC believes that the
shares of the Issuer's Common Stock are undervalued and the
interests of shareholders would be best served by a sale of
the Issuer. The Issuer's recently completed "Dutch" auction
tender offer for approximately 12% of the outstanding shares
of Common Stock is, in HSC's view, further evidence of the
intent of the Board of Directors to continue the Issuer's
present business strategy and refusal to take steps that
would maximize the value of the Common Stock for all
shareholders.
As a result of the foregoing, HSC currently is considering
the possibility of organizing a committee dedicated to
pursuing the sale of the Issuer at a price which reflects
the full and fair value of the Common Stock as a means of
maximizing shareholder value. In connection therewith, the
committee might solicit proxies to elect to the Issuer's
Board of Directors at the next annual meeting of
shareholders scheduled to be held in April 1995 a slate of
nominees who are in favor of pursuing such a sale of the
Issuer and that would constitute all or a majority of the
number of directors of the Issuer. In this regard, HSC
intends to communicate with other shareholders of the Issuer
and possible nominees concerning their interest in the
foregoing and will explore the feasibility thereof,
including obtaining any required regulatory approvals.
Depending upon the course of action that HSC pursues, HSC
may acquire on behalf of its advisory clients additional
shares of the Common Stock or dispose on behalf of such
clients of shares of Common Stock from time to time in the
open market, in privately negotiated transactions or
otherwise.
Although the foregoing represents the range of activity
presently contemplated by HSC with respect to the Issuer and
the Common Stock, it should be noted that the possible
activities of HSC are subject to change at any time. Except
as set forth above, neither HSC nor, to the best knowledge
of HSC, any executive officer or director of HSC, has any
present plans or intentions which would result in or relate
to any of the transactions described in subparagraphs (a)
through (j) of Item 4 of Schedule 13D.
Item 5 Interest in Securities of the Issuer
Paragraphs (a-b) and (d) are replaced in their entirety as
follows:
(a-b) As the holder of sole voting and investment power
over the securities owned by its advisory clients, HSC (and
therefore Mr. Price) may be deemed to be, for purposes of
Rule 13d-3 under the Securities Exchange Act of 1934, the
beneficial owner of 1,080,200 shares of Common Stock
representing approximately 8.2% of the outstanding shares of
the Issuer (based on the 13,148,893 shares outstanding on
December 5, 1994, calculated by subtracting the 2,166,050
shares which the Issuer purchased in connection with its
tender offer from the 15,314,943 outstanding as of September
30, 1994). HSC has sole power to vote or direct to vote, and
the sole power to dispose or to direct the disposition of
the shares of Common Stock covered by this Statement. HSC
and Mr. Price disclaim any economic interest in or
beneficial ownership of the shares of Common Stock covered
by this Statement.
(d) HSC's advisory clients have the right to receive or the
power to direct the receipt of dividends from, or the
proceeds of the sale of, 1,080,200 shares of Common Stock.
In addition, Exhibit B (Summary of Transactions Within the
Last Sixty Days) is updated as attached hereto.
Signatures
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: December 8, 1994
/s/ Michael F. Price
President
Heine Securities Corporation
/s/ Michael F. Price
<PAGE>
EXHIBIT B
SUMMARY OF TRANSACTIONS WITHIN THE LAST SIXTY DAYS
DATE BUY/SELL NUMBER OF SHARES PRICE
11/21/94 BUY 16,400 $76.7500
11/21/94 BUY 8,500 $75.8750
11/23/94 BUY 15,000 $74.5000
11/23/94 BUY 61,000 $74.4375
11/25/94 BUY 15,000 $74.1250
12/05/94 BUY 10,000 $73.0000
12/05/94 BUY 5,000 $72.8750
12/07/94 BUY 106,500 $74.5000
12/07/94 BUY 16,800 $74.2500
TOTAL 254,200
