SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
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 26, 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 [X]. (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 12 pages
<PAGE>
CUSIP No. 13D Page 2 of 12 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 (See Item 5)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
EACH 9 SOLE DISPOSITIVE POWER
REPORTING (See Item 5)
PERSON 10 SHARED DISPOSITIVE POWER
WITH None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11% (See Item 5)
14 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 13D Page 3 of 12 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>
Item 1. Security and Issuer
Hexcel Corporation, a Delaware corporation (the "Issuer"),
is currently a debtor in possession under chapter 11 of
title 11 of the United States Code, as amended (In re Hexcel
Corporation, Case No. 93-48535-T, United States Bankruptcy
Court, Northern District of California). The class of equity
securities to which this Statement relates is new common
stock which the Issuer would issue as part of a plan of
reorganization ("New Common") in its Chapter 11 case. The
Issuer's principal executive offices are located at 5794
West Las Positas Boulevard, Pleasanton, California 94588-
8781.
Item 2. Identity and Background
(a-c) This Statement is being filed by Heine Securities
Corporation ("HSC"), a Delaware corporation, whose
principal and executive offices are located at 51 John F.
Kennedy Parkway, Short Hills, New Jersey 07078. HSC is an
investment adviser registered with the U.S. Securities and
Exchange Commission ("SEC") under the Investment Advisers
Act of 1940, as amended. Mutual Series Fund Inc. ("Mutual
Series"), an investment company registered with the SEC
under the Investment Company Act of 1940, as amended, is
one of HSC's advisory clients. Three of the series
comprising Mutual Series, Mutual Shares Fund, Mutual
Qualified Fund and Mutual Beacon Fund, will be the legal
owner of the securities covered by this statement. Pursuant
to investment advisory agreements with each of its advisory
clients, including Mutual Series, HSC has sole investment
discretion and voting authority with respect to such
securities.
This Statement is also being filed by Michael F. Price.
Michael F. Price is President of HSC, in which capacity he
exercises voting control and dispositive power over the
securities reported herein by HSC. Mr. Price, therefore,
may be deemed to have indirect beneficial ownership over
such securities. Neither Mr. Price nor HSC has any interest
in dividends or proceeds from the sale of such securities,
owns no shares for their own account and disclaims
beneficial ownership of all securities reported herein.
The name, residence or business address, and the principal
occupation or employment and the name, principal business
and address of any corporation or other organization in
which such employment is conducted, of each executive
officer and director and each controlling person, if any,
of HSC is set forth in Exhibit A hereto. Exhibit A also
lists the names of each executive officer of Mutual Series.
(d-e) During the last five years, neither HSC nor, to the
best of HSC's knowledge, any person listed in Exhibit A
attached hereto (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding
was or is subject to, a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) To the best of HSC's knowledge, each of the individuals
listed on Exhibit A attached hereto is a citizen of the
United States.
Item 3. Source and Amount of Funds or Other Consideration
The securities reported herein are to be acquired with funds
of approximately $9,000,000. Under certain circumstances, as
described below, Mutual Series may be required to expend up
to approximately $50,000,000 depending upon the number of
shares it would be required to purchase pursuant to the
proposed Standby Commitment referred to below. All such
funds will be provided from working capital of Mutual
Series.
Item 4. Purpose of Transaction
By letter to the Issuer's Board of Directors dated September
14, 1994, Mutual Series proposed to participate in and act
as standby purchaser (the "Standby Proposal") for a rights
offering to fund a plan of reorganization for the Issuer.
The Issuer's Board of Directors and the Official Committee
of Equity Security Holders (the "Equity Committee") in the
Issuer's Chapter 11 case announced on September 26, 1994
that they had each accepted the Standby Proposal with
various non-financial modifications relating to corporate
governance and management of the reorganized Issuer. The
Issuer and the Equity Committee also stated that the Standby
Proposal will be the basis for a consensual plan of
reorganization to be filed in the Issuer's Chapter 11 case.
The Standby Proposal, which is incorporated herein by
reference to the copy attached as Exhibit B hereto, provides
a $50 million rights offering for common stock of the Issuer
priced at $4.625 a share, of which $41 million would be
offered to current stockholders of the Issuer, and $9
million would be reserved for sale to Mutual Series. Non-
subscribing shareholders would retain approximately 40.25%
equity interest in the Issuer. If current shareholders
exercised all of the rights distributed to them, they would
have an approximate 89% interest in the reorganized Issuer.
The minimum number of shares of New Common which Mutual
Series would acquire under the Standby Proposal would equal
approximately 11% of the equity of the reorganized Issuer.
Depending upon the extent to which current shareholders of
the Issuer exercise their subscription rights, Mutual Series
could acquire up to a maximum of approximately 59.75% of the
equity in the reorganized Issuer.
The terms of the Standby Proposal are subject to final
documentation. In addition, the Standby Proposal provides
for certain fees. expense reimbursements, and registration
rights to Mutual Series. The foregoing summary of the
Standby Proposal is qualified in its entirety by reference
to the full text of the Standby Proposal.
The securities covered by this Statement would be acquired
by Mutual Series for the purpose of investment.
In the future, HSC may decide to have Mutual Series or its
other advisory clients purchase additional shares of New
Common or other securities of the Issuer. In addition, HSC
may cause Mutual Series or its other advisory clients to
dispose of any or all securities of the Issuer in any manner
permitted by applicable securities laws.
Except as set forth above and in the Standby Agreement,
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 5. Interest in Securities of the Issuer
(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 all shares of New Common which Mutual
Series may receive pursuant to the Standby Agreement.
As described in the Standby Agreement, the exact number
of shares which Mutual Series may purchase is not known at
present, but such shares would represent between 11% and
59.75% of the fully diluted number of New Common
outstanding. HSC would have the sole power to vote or direct
to vote, and the sole power to dispose or to direct the
disposition of any shares of New Common which Mutual Series
may purchase pursuant to the Standby Agreement. However, HSC
and Mr. Price disclaim any economic interest or beneficial
ownership in any shares of the New Common Stock covered by
this Statement.
(c) Neither HSC, Mr. Price, any of HSC's advisory clients,
nor, to the best of HSC's knowledge, any person identified
in Exhibit A, beneficially owns any securities of the
Issuer, or has entered into any transactions in the shares
of any securities of the Issuer, including the New Common,
within the past sixty days, other than the securities which
are the subject of the Standby Agreement.
(d) No person other than Mutual Series has the right to
receive or the power to direct the receipt of dividends
from, or the proceeds of the sale of the New Common which is
the subject of the Subscription Agreement.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer
Except as set forth above, neither HSC, Mutual Series, or,
to the best of HSC's knowledge, any of the persons named in
Exhibit A hereto, has any contract, arrangement,
understanding or relationship (legal or otherwise) with any
person with respect to any securities of the Issuer,
including, but not limited to, transfer or voting of any
securities, finders' fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division
of profits or losses, or the giving or withholding of
proxies.
Item 7. Material To Be Filed As Exhibits
Exhibit A Executive Officers and Directors of HSC
and Executive Officers of Mutual Series
Exhibit B September 14, 1994 Letter from Mutual
Series Fund Inc. to Board of Directors
of the Issuer
Exhibit C Joint Filing Agreement
<PAGE>
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 28, 1994
/s/ Michael F. Price
President
Heine Securities Corporation
/s/ Michael F. Price
<PAGE>
EXHIBIT A
EXECUTIVE OFFICERS AND DIRECTORS
OF HEINE SECURITIES CORPORATION
Name/Title/ Principal Business
Citizenship Occupation Address
Michael F. Price President, COO and 51 J.F.K. Pkwy
President/COO/ Director of HSC; Short Hills, NJ
Director President and 07078
(U.S.) Chairman of Mutual
Series Fund Inc.
Edward J. Bradley CFO and Treasurer, 51 J.F.K. Pkwy
Treasurer and HSC and Mutual Short Hills, NJ
CFO Series Fund Inc. 07078
(U.S.)
E. N. Cohernour Sec'y/Gen. Counsel, 51 J.F.K. Pkwy
Secretary HSC and Mutual Short Hills, NJ
(U.S.) Series Fund Inc. 07078
ADDITIONAL EXECUTIVE OFFICERS
OF MUTUAL SERIES FUND INC.
Peter A. Langerman Financial Analyst, 51 J.F.K. Pkwy
Executive Vice HSC Short Hills, NJ
President 07078
(U.S.)
Lawrence Sondike Financial Analyst, 51 J.F.K. Pkwy
Vice President HSC Short Hills, NJ
(U.S.) 07078
<PAGE>
EXHIBIT B
[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.
<PAGE>
EXHIBIT C
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, the undersigned hereby
agree to the joint filing with each other of the attached
statement on Schedule 13D and to all amendments to such
statement and that such statement and all amendments to
such statement is made on behalf of each of them.
IN WITNESS WHEREOF, the undersigned hereby execute this
agreement this 27th day of September, 1994.
HEINE SECURITIES CORPORATION
By: /s/ Michael F. Price
President
MICHAEL F. PRICE
/s/ Michael F. Price
