<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of l934
(Amendment No. 2 )*
Excel Industries, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
300657 10 3
- --------------------------------------------------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement / /.
(A fee is not required only if the filing person: (l) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item l; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(see Rule l3d-7.)
*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).
Page 1 of 6 Pages
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CUSIP No. 300657 10 3 13G
-------------------
- --------------------------------------------------------------------------------
1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
CIGNA Corporation
06-1059331
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3) SEC Use Only
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4) Citizenship or Place of Organization
Delaware
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(5) Sole Voting Power 0
Number of
Shares ------------------------------------------------------------
Beneficially (6) Shared Voting Power 1,111,272
Owned
by Each ------------------------------------------------------------
Reporting (7) Sole Dispositive Power 0
Person
With ------------------------------------------------------------
(8) Shared Dispositive Power 1,111,272
- --------------------------------------------------------------------------------
9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,111,272
- --------------------------------------------------------------------------------
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
( )
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11) Percent of Class Represented by Amount in Row 9
9.4%
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12) Type of Reporting Person (See Instructions)
HC, CO
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Page 2 of 6 Pages
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13G
ITEM 1(a)
Name of Issuer: Excel Industries, Inc.
--------------------------------------------------------------
ITEM 1(b)
Address of Issuer's Principal Executive Offices:
1120 North Main Street, Elkhart, IN 46514
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ITEM 2(a)
Name of Person Filing: CIGNA Corporation
---------------------------------------------------------
ITEM 2(b)
Address of Principal Business Office or, if none, Residence:
One Liberty Place, Philadelphia, PA 19192
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ITEM 2(c)
Citizenship: Delaware
-------------------------------------------------------------------
ITEM 2(d)
Title of Class of Securities: Common Stock, no par value
--------------------------------------------------
ITEM 2(e)
CUSIP Number: 300657 10 3
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ITEM 3
If this statement is filed pursuant to Rules l3d-l(b), or 13d-2(b), check
whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [ ] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see
Section 240.13d-1(b)(1)(ii)(F)
(g) [X] Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
Page 3 of 6 Pages
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13G
ITEM 4
Ownership.
The following ownership information is provided as of December 31, 1996.
1,109,934 of the shares of Common Stock reported below are not currently
outstanding but may be acquired by conversion of the 10.00% Convertible
Subordinated Notes due December 1, 2000 of Excel Industries, Inc.
("Notes") which are beneficially owned by the reporting person.
(a) Amount Beneficially Owned:
1,111,272
-----------------------------------------------------------------
(b) Percent of Class:
9.4%
-----------------------------------------------------------------
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 0
----------------
(ii) shared power to vote or to direct the vote 1,111,272*
--------------
(iii) sole power to dispose or to direct the disposition of 0
----
(iv) shared power to dispose or to direct the
disposition of 1,111,272*
------------------------------------------
*See attached Exhibit
ITEM 5
Ownership of Five Percent or Less of a Class.
Not Applicable
ITEM 6
Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
ITEM 7
Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company.
See attached Exhibit
ITEM 8
Identification and Classification of Members of the Group.
Not Applicable
Page 4 of 6 Pages
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13G
ITEM 9
Notice of Dissolution of Group.
Not Applicable
ITEM 10
Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant
in any transaction having such purpose or effect.
SIGNATURE.
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.
February 14, 1997
- --------------------------------------------------------------------------------
Date
/s/ Kathryn Pietrowiak
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Signature
Kathryn Pietrowiak, Assistant Corporate Secretary
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Name/Title
Page 5 of 6 Pages
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13G
EXHIBIT
CIGNA Corporation ("CIGNA") is filing this Schedule 13G as the ultimate parent
company of the following wholly-owned subsidiaries. CIGNA may be deemed to have
shared voting power and shared dispositive power with respect to the shares of
Common Stock beneficially owned by such entities:
<TABLE>
<CAPTION>
Nature of Item 3
Identity Beneficial Ownership Classification
<S> <C> <C>
Connecticut General Life Direct owner of Notes IC
Insurance Company convertible into 515,578
shares of Common Stock
Indirect owner of 1,338*
shares of Common Stock
Life Insurance Company Direct owner of Notes IC
of North America convertible into 85,930
shares of Common Stock
CIGNA Investment Advisory Indirect through performance IA
Company, Inc. of investment management
activities for above direct
owners
CIGNA Investments, Inc. Indirect through performance IA
of investment management
activities for CIGNA Mezzanine
Partners II, L.P. ("CMP"), the
direct owner of Notes covertible
into 508,426 shares of Common
Stock**
</TABLE>
* As owner of units of the Barclay's Global Investors Extended Equity
Market Fund. CIGNA disclaims beneficial ownership of these shares.
** Ownership of these Notes has also been reported in the Schedule 13D, as
amended, filed by CMP, which has ceased to be the beneficial owner of
more than 5% of the outstanding Common Stock.
Page 6 of 6 Pages
