SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.3)
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)
February 6, 1995
(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 5 pages
<PAGE>
CUSIP No 594563108 13D Page 2 of 5 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 None (See Item 5)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None (See Item 5)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None (See Item 5)
PERSON 10 SHARED DISPOSITIVE POWER
WITH None (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON None (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)
0.0% (See Item 5)
14 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No 594563108 13D Page 3 of 5 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 Item 5)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None (See Item 5)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None (See Item 5)
PERSON 10 SHARED DISPOSITIVE POWER
WITH None (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON None (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)
0.0% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
The Schedule 13D previously filed is hereby amended as follows:
Item 3 (Source and Amount of Funds or Other Consideration) is
replaced in its entirety with the following:
The securities reported herein were acquired with funds of
approximately $65,953,137.56 (including brokerage commissions);
all such funds were provided from working capital of HSC's
advisory clients.
Item 4 (Purpose of Transaction) is replaced in its entirety
with the following:
As reported in HSC's prior Schedule 13D filings, HSC has been
advocating the sale of the Issuer since early last year. In
light of the Issuer's recent announcement of its agreement to
be sold to a non-affiliated financial institution, HSC no
longer is considering any of the previously reported activities
intended to culminate in the sale of the Issuer. 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), (c), and (e) are replaced in their entirety
as follows:
(a-b) Advisory clients of HSC no longer own any securities of
the Issuer. Therefore, neither HSC nor Mr. Price may be deemed
to be, for purposes of Rule 13d-3 under the Securities Exchange
Act of 1934, the beneficial owner of any shares of Common Stock
of the Issuer.
(c) Exhibit B (Summary of Transactions Within the Last Sixty
Days) is updated as attached hereto.
(e) HSC and Mr. Price ceased to be the beneficial owners of
more than 5% of the Issuer's Common Stock on February 6, 1995.
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 7, 1995
/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
02/06/95 SELL 195,500 $102.000
02/06/95 SELL 696,500 $101.750
02/06/95 SELL 198,400 $100.750
TOTAL 1,090,400
