SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Hexcel Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
(CUSIP Number) 428290100
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)
May 23, 1996
(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 7 pages
<PAGE>
CUSIP No. 13D Page 2 of 7 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 3,535,606 (See Item 5)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY N/A
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,535,606 (See Item 5)
PERSON 10 SHARED DISPOSITIVE POWER
WITH N/A
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 3,535,606 (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)
9.8% (See Item 5)
14 TYPE OF REPORTING PERSON* IA
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 13D Page 3 of 7 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 3,535,606 (See Item 5)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING N/A (See Item 5)
PERSON 10 SHARED DISPOSITIVE POWER
WITH 3,535,606 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 3,535,606 (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)
9.8% (See Item 5)
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
The class of equity securities to which this Statement
relates is common stock ("Common Stock") of Hexcel
Corporation, a Delaware corporation (the "Issuer"). 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, are the beneficial owners 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 the Exhibit A filed with the original
Schedule 13D. 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 (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 $16,352,178. All such funds were provided from
working capital of Mutual Series.
Item 4. Purpose of Transaction
On October 24, 1994, Mutual Series entered into a Standby
Purchase Commitment (the "Standby Commitment") with the
Official Committee of Equity Security Holders of Hexcel
Corporation (the "Equity Committee") and the Issuer. 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 was
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 Common Stock at $4.625 per share.
Pursuant to the Plan, $41 million of the Common Stock was
offered to stockholders of record on February 9, 1995 of the
Issuer (the "Existing Stockholders") in the Rights Offering.
Upon the termination of the Rights Offering, Mutual Series
was obligated to purchase, at a price of $4.625 per share,
shares of Common Stock not purchased by stockholders of the
Issuer pursuant to the Rights Offering. On April 6, 1995,
Mutual Series purchased 1,589,660 shares pursuant to this
obligation. Together with its purchase on February 9, 1995,
Mutual Series, in the aggregate, owned approximately 19.5%
of the shares of Common Stock then outstanding.
In connection with the transactions described above, the
Issuer and Mutual Series entered into a Registration Rights
Agreement on February 9, 1995 which provided, among other
things, for the payment by the Issuer of certain expenses in
connection with the registration under the Securities Act of
1933 of Common Stock owned by Mutual Series.
On February 29, 1996, in connection with its acquisition of
Ciba Composites, the Issuer issued 18,022,000 additional
shares of Common Stock. The resulting increase in the number
of Common Stock outstanding reduced the percentage ownership
of Common Stock by Mutual Series from 19.5% to 9.8% even
though the number of shares of Common Stock owned by Mutual
Series remained the same.
Peter Langerman, a representative of HSC's advisory clients,
did not stand for re-election as a member of the Issuer's
Board of Directors at the Issuer's Annual Shareholders
meeting held on May 23, 1996.
The securities covered by this Statement were 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 Common Stock
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.
Concurrently with the filing of this amended Schedule 13D,
the undersigned are filing a Schedule 13G with respect to
the Common Stock owned by Mutual Series.
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 3,535,606 shares of Common Stock
owned by its advisory client, Mutual Series. These shares
represent 9.8% of the Common Stock 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 Common
Stock owned by Mutual Series. However, HSC and Mr. Price
disclaim any economic interest or beneficial ownership in
any shares of the 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 Common Stock, within the past sixty days.
(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: May 29, 1996
/s/ Michael F. Price
President
Heine Securities Corporation
/s/ Michael F. Price
