SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D C 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Excel Industries, Inc.
(Name of issuer)
Common Stock, No par value ("Common Stock")
(Title of class of securities)
300657 10 3
(CUSIP number)
John M. Rintamaki, Secretary, Ford Motor Company Fund
The American Road, Dearborn, Michigan 48121 (313) 322-3000
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(Name, address and telephone number of person
authorized to receive notices and communications)
March 24, 1994
(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 the
statement ___. (A fee is not required only if the reporting
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 are to be sent.
(Continued on following pages)
(Page 1 of 3 Pages)
- ----------------------
* 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 disclosures provided in a
prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of
the Securities and 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).
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CUSIP No. 300657 10 3 13D Page 2 of 3 Pages
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<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS
2 CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP* (a) ___
(b) ___
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF
ORGANIZATION
NUMBER OF 7 SOLE VOTING POWER None
SHARES
BENEFICIALLY 8 SHARED VOTING POWER None
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER None
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER None
11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON None
12 CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ___
13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 0%
14 TYPE OF REPORTING PERSON*
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 300657 10 3 13D Page 3 of 3 Pages
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, Ford Motor Company Fund (the
"Fund") no longer owns, beneficially or otherwise, any shares of
Common Stock of the Issuer. On March 24, 1994, the Fund and Ford
Motor Company ("Ford" and, together with the Fund, the "Selling
Shareholders") sold all of their shares of Common Stock of the
Issuer in a secondary public offering pursuant to an Underwriting
Agreement dated March 17, 1994 by and among the Selling
Shareholders, the Issuer, and Dean Witter Reynolds Inc., Goldman,
Sachs & Co. and J. P. Morgan Securities Inc., as representatives of
the several underwriters named herein. Such offering was
registered under the Securities Act of 1933 pursuant to a
Registration Statement on Form S-3 (No. 33-52315).
(b) The Fund has no power to vote or direct the vote of any
shares of Common Stock of the Issuer.
(c) The Fund did not have any transactions in the Common
Stock of the Issuer within the 60-day period preceding the sale by
it of all of its shares of Common Stock of the Issuer.
(d) Not applicable.
(e) On March 24, 1994, the Fund ceased to be a beneficial
owner of more than five percent of the Issuer's Common Stock.
Item 6. Contracts, Arrangements, understandings or
Relationships With Respect to Securities of the Issuer.
On January 11, 1994, Ford assigned to the Fund certain of its
rights, and the Fund assumed the obligations of Ford, under the
Shareholders Agreement dated October 7, 1986 among Ford, certain
shareholders of the Issuer, and the Issuer, referred to in and
filed as Exhibit D to the Fund's Schedule 13D dated January 20,
1994 (the "Shareholders Agreement"). Also on January 11, 1994,
Ford assigned to the Fund certain of its rights, and the Fund
assumed the obligations of Ford, under the Stock Purchase Agreement
dated as of August 19, 1986, referred to in and filed as Exhibit A
to the Fund's Schedule 13D dated January 20, 1994 (the "Stock
Purchase Agreement").
By its terms, the Shareholders Agreement automatically
terminated upon the sale by the Selling Shareholders of all of
their shares of Common Stock of the Issuer. In addition, except
for certain indemnification rights, Ford and the Issuer agreed to
terminate the Stock Purchase Agreement effective upon the sale by
the Selling Shareholders of all of their shares of Common Stock of
the Issuer.
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.
Dated: April 27, 1994
/s/John M. Rintamaki
John M. Rintamaki
Secretary
Ford Motor Company Fund
j:\a\13dfund.am1
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