SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.2)
Hexcel Corporation
(Name of Issuer)
New Common Stock, par value $0.01 per share
(Title of Class of Securities)
(CUSIP Number) none
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 9, 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 8 pages
<PAGE>
CUSIP No. 13D Page 2 of 8 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 1,945,946 (See Item 5)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY N/A
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,945,946 (See Item 5)
PERSON 10 SHARED DISPOSITIVE POWER
WITH N/A
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,945,946 (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)
11.0% (See Item 5)
14 TYPE OF REPORTING PERSON* IA
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 13D Page 3 of 8 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 (See Item 5)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,945,946 (See Item 5)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING N/A (See Item 5)
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,945,946 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,945,946 (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)
11.0% (See Item 5)
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
Hexcel Corporation, a Delaware corporation (the "Issuer"),
was 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 is issuing as part of its 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 beneficial 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 were acquired with funds
of approximately $9,000,000. Under certain circumstances,
as described below, Mutual Series may be required to expend
an additional amount, aggregating up to approximately
$41,000,000,
to purchase additional shares of New Common 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
On October 24, 1994, Mutual Series entered into a Standby
Purchase
Commitment with the Official Committee of Equity Security
Holders of
Hexcel Corporation (the "Equity Committee") and the Issuer
(the "Standby Commitment"). Under the Standby Commitment, (a
copy of which has
previously been filed as Exhibit D to this Schedule), Mutual
Series agreed
to participate in and act as standby purchaser for a rights
offering (the "Rights Offering")to fund a plan of
reorganization for the Issuer. The Standby
Commitment is the basis for a consensual plan of
reorganization (the "Plan")
filed in the Issuer's Chapter 11 case which was confirmed on
January 10, 1995.
In accordance with the Standby Commitment and Plan, on
February 9, 1995,
Mutual Series purchased 1,945,946 shares of New Common at
$4.625 per
share, or approximately 11% of the outstanding New Common.
$41 million
of the New Common to be issued under the Plan is being
offered to stockholders
of record on February 9, 1995 of the Issuer (the "Existing
Stockholders")
pursuant to the Rights Offering. The Existing Stockholders
will own in the
aggregate, approximately 40.25% of the equity interest in
the reorganized
Issuer if none of the Existing Stockholders exercise their
rights in the Rights
Offering. If the Existing Stockholders exercise all of the
rights distributed to
them, their aggregate equity ownership in the reorganized
Issuer will increase
to approximately 89%.
Upon the termination of the Rights Offering, Mutual Series
is obligated to purchase,
at a price of $4.625 per share, shares of New Common not
purchased by
stockholders of the Issuer pursuant to the Rights Offering.
Depending upon the
extent to which Existing Stockholders of the Issuer exercise
their subscription
rights, Mutual Series may acquire up to a maximum of
approximately 59% of
the equity in the reorganized Issuer.
The securities covered by this Statement are being acquired
by Mutual Series for the purpose of investment. However, 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.
Pursuant to the Plan and the Standby Commitment: (i) the
Board of Directors of the Issuer upon effectiveness of the
Plan is comprised of three designees of the Equity Committee
(Joseph Harrosh, Robert L. Witt, and Peter D. Wolfson), two
designees of Mutual Series nominees (John J. Lee and Peter
A. Langerman), three designees mutually acceptable to the
Equity Committee and Mutual Series (Dr. George S. Springer,
Franklin S. Wimer, and Marshall S. Geller) and, commencing
with the employment of a new Chief Executive Officer of the
Issuer, said individual; (ii) the selection of the Chief
Executive Officer will be made by the mutual agreement of
the Equity Committee and Mutual Series; (iii) if Mutual
Series owns more than 50% of the New Common upon
consummation of the Rights Offering, Mutual Series has the
right to designate one additional director; (iv) if Mutual
Series owns less than 25% of the New Common
upon consummation of the Rights Offering, the directors
designated by the Equity
Committee, together with the directors designated by Mutual
Series, will have the right to select one additional
director; (v) the Chairman of the new Board of Directors is
to be selected (with the approval of at least two of the
designees of the Equity Committee) by the new Board of
Directors; and (vi) the initial Board of Directors of the
reorganized Issuer holds office until the first post-
consummation annual meeting of stockholders of the Issuer
and until such directors' successors shall be elected and
qualified.
Except as set forth above and in the Standby Commitment,
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 (c) and (e) 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 1,945,946 shares of New Common owned
by its advisory client, Mutual Series. These shares
represent 11%
of the fully diluted number of New Common outstanding. HSC
has
the sole power to vote or direct to vote, and the sole power
to
dispose or to direct the disposition of the shares of New
Common
owned by Mutual Series. 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 the previously filed 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 as described herein.
(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 securities being
reported
herein.
(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, nor,
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 (each of which has
been previously filed)
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
Exhibit D Standby Purchase Commitment dated
October 24, 1994 among Mutual Series
Fund Inc., the Board of Directors of the
Issuer, and The Official Committee of
Equity Security Holders of Hexcel
Corporation
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 9, 1995
/s/ Michael F. Price
President
Heine Securities Corporation
/s/ Michael F. Price
