SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Hexcel Corporation
(Name of Issuer)
New Common Stock, par value $0.01 per share
(Title of Class of Securities)
none
(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)
September 14, 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. 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*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF INCORPORATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES N/A
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY N/A
EACH 9 SOLE DISPOSITIVE POWER
REPORTING N/A(See Item 5)
PERSON 10 SHARED DISPOSITIVE POWER
WITH N/A
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON N/A
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% (See Item 5)
14 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 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
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF INCORPORATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES N/A
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY N/A
EACH 9 SOLE DISPOSITIVE POWER
REPORTING N/A
PERSON 10 SHARED DISPOSITIVE POWER
WITH N/A
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
N/A
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
Discussions among the Issuer, Mutual Series and the
Official Equity Committee in the Issuer's reorganization
proceedings under Chapter 11 of the Bankruptcy Code are
being held with respect to Mutual Series acting as standby
purchaser of the Issuer's common stock under terms different
than those set forth in the Stock Subscription and Standby
Agreement entered into between Mutual Series and the Issuer
dated as of July 27, 1994. The basis for such discussions is
Mutual Series' letter dated September 14, 1994 to the
Issuer's Board of Directors, which is incorporated herein by
reference to the copy attached hereto as Exhibit E. Except
as set forth therein, neither HSC nor, to the best of HSC's
knowledge, any executive officer or director of HSC or
Mutual Series, 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 7. Material To Be Filed As Exhibits
Exhibit E September 14, 1994 Letter from Mutual
Series Fund Inc. to Board of Directors
of the Issuer
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: September 23, 1994
/s/ Michael F. Price
President
Heine Securities Corporation
/s/ Michael F. Price
<PAGE>
EXHIBIT E
[MUTUAL SERIES FUND LETTERHEAD]
September 14, 1994
Board of Directors of Hexcel Corporation
5794 West Las Positas Boulevard
Pleasanton, CA 94588
Gentlemen:
In light of Hexcel's recently announced agreement to
sell its EMT business to Northrop for approximately $30
million and other recent developments, including the
progress the Company has made in restructuring its
operations, Mutual Series is pleased to make a revised
proposal to participate in and act as standby purchaser for
a rights offering to fund a plan of reorganization for
Hexcel Corporation.
The revised proposal is based on a rights offering for
common stock priced at $4.625 per share. Of the total $50
million rights offering, $41 million will be offered to
current stockholders and $9 million will be reserved for
sale to Mutual Series. The rights are to be freely
tradeable. Based on the revised terms, non-subscribing
holders will retain an approximately 40.25% equity interest
in Hexcel; since no warrants will be part of the rights
offering, there will be no further dilution. If the
stockholders exercised all of the rights distributed to
them, they would have an approximate 89% interest in the
reorganized company.
A commitment fee of $500,000 would be payable to Mutual
Series for advancing $50 million on the effective date of
the plan, and any unused amounts will be repaid at the
conclusion of the rights offering plus interest at the
Federal Funds rate. In addition, there is a break-up fee of
$350,000 with an overbid of $.50 per share and reimbursement
of expenses. For up to five years, Mutual Series will be
entitled to three demand registrations if its investment is
less than $30 million, five demands if in excess of $30
million, and piggyback rights. Mutual Series' proposal is
conditioned upon substantially the same conditions set forth
in the form of standby commitment letter used by M.J.
Whitman, L.P., as well as conditions relating to closing the
Northrop transaction, the management of the reorganized
debtor, expiration of any applicable H-S-R waiting period
and execution of a definitive commitment agreement.
With regard to management of the reorganized debtor,
Mutual Series expects that John Lee will remain as a
director and interim Chief Executive Officer of Hexcel, that
a search will be commenced immediately for a new permanent
Chief Executive Officer, and that Mr. Lee's long term role
will be as a non-executive Chairman with responsibility for
strategic planning of the Company. The board of the
reorganized company will consist of nine members and be
composed of three nominees of the Equity Committee, two
nominees of Mutual Series, John Lee, Frank Wimer and two
nominees acceptable to the Equity Committee and Mutual
Series.
Mutual Series believes its substantially improved
proposal offers the maximum recovery to Hexcel's creditors
and shareholders in the earliest time frame possible, and
therefore hopes that it will be approved by Hexcel's Board
of Directors and its Equity Committee and Creditors'
Committee. Mutual Series is prepared to execute a formal
commitment agreement promptly upon such approvals. Mutual
Series' revised proposal will terminate at 5:00 p.m. on
Friday, September 16, 1994 unless theretofore approved by
Hexcel's Board and the Equity Committee. We look forward to
hearing from you and working towards a consensual plan of
reorganization with all parties in interest.
Very truly yours,
Michael F. Price
President
MFP/nh
cc: Mr. Wilbur Ross
Peter Wolfson, Esq.
