SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
Michigan National Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
594563108
(CUSIP Number)
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 [X].
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 14 pages
<PAGE>
CUSIP No. 594563108 13D Page 2 of 14 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 840,300
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 840,300
PERSON 10 SHARED DISPOSITIVE POWER
WITH None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 840,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
14 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 594563108 13D Page 3 of 14 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
This Statement relates to the common stock (the "Common Stock") of
MICHIGAN NATIONAL CORPORATION (the "Issuer"). The Issuer's principal
executive offices are located at 27777 Inkster Road, Farmington
Hills, Michigan 48334.
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 under the Investment
Advisers Act of 1940 (the "Advisers Act"). One or more of HSC's advisory
clients is the legal owner of the securities covered by this statement.
Pursuant to investment advisory agreements with its advisory clients, 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 HSC nor Mr. Price 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.
(d-e) During the last five years, neither HSC nor, to the best of the
knowledge of HSC, 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 were acquired with funds of approximately
$ 46,711,662.09 (including brokerage commissions); all such funds were
provided from working capital of HSC's advisory clients.
Item 4. Purpose of Transaction
The securities covered by this Statement were acquired by HSC's advisory
clients for the purpose of investment. However, after assessment of the
Issuer's historical record and future prospects, meetings and discussions
with the Issuer's senior management ("Management"), and review of
Management's financial performance, goals and targets, HSC believes that it
is no longer in the best interest of the Issuer's shareholders for
the Issuer to remain an independent entity.
Whether or not remaining an independent entity is in the best interests
of the Issuer's shareholders is a question which has been previously raised.
In the spring of 1993, the Issuer undertook an assessment of its strategic
options to determine the course of action that would, as described by
Management, maximize shareholder value over time. After concluding the
strategic assessment, Management recommended to the Issuer's Board of Directors
(the "Board") that the Issuer should remain independent. The Board accepted
Management's recommendation.
HSC believes that the Board did not reach the correct conclusion, and
that the assessment process undertaken by Management was fundamentally
flawed because it failed to include any external, objective assessment of
the likelihood of achieving the results embodied in Management's
internal projections or the valuations which Management relied upon in
assessing various alternatives to remaining independent. Consequently,
in light of the Issuer's continued mediocre financial performance, the
ongoing competitive pressure within the banking industry, the apparent
lack of strategic focus of the Issuer, and the obvious attractiveness
of consolidation within the banking industry, HSC believes that the Board
should pursue the sale of the Issuer in order to maximize shareholder value.
HSC may take a number of actions in order to insure that the Issuer and its
Board weigh shareholder interests appropriately in determining the
Issuer's future. It may communicate and discuss its views with other
shareholders of the Issuer and members of the Board. HSC may communicate with
financial institutions concerning their interest in possibly acquiring the
Issuer. It may retain an investment banker to help it evaluate its
options or to solicit interest and/or bids from potential acquirors.
Some of the factors behind HSC's conclusions are as follows:
(1) Either during or subsequent to the strategic review conducted by
the Board described above, the only non-Management director who owned a
meaningful amount of Common Stock resigned from the Board. HSC questions
whether his resignation reflected his failure to share the Board's optimism
regarding the future operating performance of the Issuer.
(2) In August of 1993, bank regulators forced the Board to enter into a
Memorandum of Understanding which, among other things, directed a
review of the Issuer's management structure. Given that the Issuer was,
if anything, overcapitalized and without significant credit quality problems,
the regulator's questioning of the management structure was quite
extraordinary. It is difficult to understand the Board's confidence in
earnings and performance projections prepared by a management team
which was found so wanting by bank regulators.
(3) The Issuer has announced several initiatives that represent a
shift in strategy: the proposed sale of its modest Texas franchise and its
intention to cease servicing mortgage loans originated by its mortgage
subsidiary. HSC is perplexed how these announcements fit in with the Board's
assessment of the Issuer's future conducted in the spring of 1993. While HSC
certainly agrees that it makes little sense for the Issuer to own a bank
in Port Levaca, Texas, HSC is concerned about the Issuer's intended use of
the capital generated from the sale of its Texas franchise. In particular,
Management has already indicated its interest in the acquisition of
non-banking businesses with the hope of obtaining growth prospects superior
to that available in the banking business. HSC is concerned about the
likelihood of earnings dilution and possible diminution of shareholders'
value as a result of such acquisitions.
(4) Finally, and perhaps most significantly, the Issuer's financial
performance under current Management can only be characterized
as mediocre. By any measure, the Issuer remains a high cost financial
institution (even without including the negative impact of its mortgage
banking operations). That the Issuer will continue to be a high cost
financial institution is evident from Management's own projected cost
reductions, which amount to only $20 million, or less than 5% of the
Issuer's non-interest expense base. Furthermore, Management's
publicly stated financial goals, which would not be achieved until the end
of 1995, would result in performance today that would only be average at
best. Even if the Issuer were to meet Management's stated performance
goals, an outcome hardly certain given Management's track record, HSC
believes that the Issuer's shareholders would be far better off if the
Issuer were to be sold today.
In the future, HSC may decide to purchase on behalf of its advisory clients
additional shares of the Common Stock, or sell part or all of its advisory
clients' current holdings of Common Stock.
HSC's advisory clients reserve the right to exercise any and all of their
respective rights as a stockholder of the Issuer in a manner consistent with
their equity interests.
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
(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 840,300 shares of Common
Stock representing approximately 5.5% of the outstanding shares of the
Issuer (based on the 15,150,794 shares outstanding as of October 31,
1993) 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.
(c) Neither HSC nor, to the best knowledge of HSC, any person identified
in Exhibit A, beneficially owns any securities of the Issuer, including
the Common Stock, or has effected any transaction in the Common Stock during
the preceding 60 days other than as set forth in Exhibit B attached hereto.
(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, 840,300
shares of Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
HSC nor, to the best of the knowledge of HSC, 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
Exhibit B Schedule of Transactions
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: February 24, 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 and 51 J.F.K. Pkwy
President/Director Director, Short Hills, NJ
(U.S.) Mutual Series 07078
Fund Inc.
Edward J. Bradley CFO and Treasurer, 51 J.F.K. Pkwy
Treasurer and CFO Mutual Series Short Hills, NJ
(U.S.) Fund Inc. 07078
Elizabeth N. Cohernour Sec'y/Gen. Counsel, 51 J.F.K. Pkwy
Secretary Mutual Series Short Hills, NJ
(U.S.) Fund Inc. 07078
<PAGE>
EXHIBIT B
SUMMARY OF TRANSACTIONS WITHIN THE LAST SIXTY DAYS
SALES NONE
PURCHASES
DATE NUMBER OF SHARES PRICE
2/4/94 50,000 $56.625
2/4/94 10,000 $56.875
2/7/94 10,400 $56.750
TOTAL 70,400
<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
24th day of February, 1994.
HEINE SECURITIES CORPORATION
By: /s/ Michael F. Price
President
MICHAEL F. PRICE
/s/ Michael F. Price
