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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Durakon Industries, Inc.
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(Name of Issuer)
Common Stock, without par value
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(Title of Class of Securities)
266334 10 1
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(CUSIP Number)
Donald J. Kunz
Honigman Miller Schwartz and Cohn 2290 First National Building,
Detroit, MI 48226
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 23, 1997
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(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 / /.
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.
* 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 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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SCHEDULE 13D
CUSIP NO. 266334 10 1 PAGE 2 OF 10 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Martinique Hotel, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,488,000
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
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9 SOLE DISPOSITIVE POWER
1,488,000
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,488,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) /X/
EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.1%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP NO. 266334 10 1 PAGE 3 OF 10 PAGES
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================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Max M. Fisher
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 114,986
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
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9 SOLE DISPOSITIVE POWER
114,986
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
114,986
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) /X/
EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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PAGE 4 OF 10
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, without par value (the
"Shares"), of Durakon Industries, Inc., a Michigan corporation (the "Company").
The principal executive offices of the Company are located at 2101 N. Lapeer
Road, Lapeer, Michigan 48446.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Pursuant to Rules 13d-1(f)(1) and (2) and 13d-2(a) promulgated
under the Securities Exchange Act of 1934, as amended (the "Act"), the
undersigned hereby file this Amendment No. 1 to Schedule 13D on behalf of
Martinique Hotel, Inc., a Delaware corporation ("Martinique") and Max M. Fisher
("Mr. Fisher"). The foregoing persons are sometimes hereinafter referred to
collectively as the "Reporting Persons". The Reporting Persons are making this
single, joint filing because they may be deemed to constitute a "group" within
the meaning of Section 13(d)(3) of the Act, although neither the fact of this
filing nor anything contained herein shall be deemed to be an admission by
either of the Reporting Persons that such a "group" exists.
Mr. Fisher
(b) - (c) Mr. Fisher's business address is 2700 Fisher Building,
Detroit, Michigan 48202. His present principal occupation or employment is as
a private investor.
Martinique
(b) - (c) Martinique is a Delaware corporation with its principal
business being investments. Martinique's business address (which also serves
as its principal office) is 2700 Fisher Building, Detroit, Michigan 48202.
Pursuant to Instruction C to Schedule 13D under the Act, the directors and
executive officers of Martinique and their respective business addresses and
present principal occupations are set forth below.
<TABLE>
<S> <C> <C>
Directors Address Occupation
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Marjorie S. Fisher 2700 Fisher Building Director and President
Detroit, Michigan 48202 Martinique, Investor
Phillip Wm. Fisher 2700 Fisher Building Director and Vice President
Detroit, Michigan 48202 Martinique, Investor
Jane Fisher Sherman 2700 Fisher Building Director and Secretary
Detroit, Michigan 48202 Martinique, Investor
Julie Fisher Cummings 2700 Fisher Building Director and Treasurer
Detroit, Michigan 48202 Martinique, Investor
Mary D. Fisher 2700 Fisher Building Director Martinique,
Detroit, Michigan 48202 Investor
Marjorie Fisher Aronow 2700 Fisher Building Director Martinique,
Detroit, Michigan 48202 Investor
</TABLE>
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PAGE 5 OF 10
(d) None of the entities or persons identified in this Item 2 has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has, during
the last five years, 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) All of the persons identified in this Item 2 are citizens of the
United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of funds or other considerations used or to be
used by the Reporting Persons to purchase Shares consists of working capital of
Martinique and personal funds of Mr. Fisher.
ITEM 4. PURPOSE OF TRANSACTION.
The Shares to which this Statement relates have been acquired for
investment purposes and to influence the directors and management of the
Company.
The Reporting Persons intend to seek additional information about
the Company and to conduct a detailed and continuous review of their investment
in the Company and, on the basis of such review, and market conditions and such
other factors as they may deem relevant, may determine to increase or decrease
their investment in the Company. Accordingly, each of the Reporting Persons
expressly reserves the right to dispose of all or any part of his or its
investment in the Shares by public or private sale, merger or otherwise
(subject to applicable restrictions of the Securities Act of 1933, as amended)
or to continue to hold the Shares or to acquire additional Shares or other
securities of the Company at such prices and on such terms as such Reporting
Person deems advisable, including without limitation, by purchase, by inviting
a tender of Shares or other securities of the Company, by merger or otherwise.
In addition, based upon such review and such market and other conditions and in
light of the circumstances then existing, the Reporting Persons will consider
what, if any, changes would be desirable to be proposed, in the Company's
assets, corporate structure, dividend policy, capitalization, operation,
properties, policies, management and personnel and whether it would be
desirable to propose any extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Company or any of its subsidiaries.
Except as described herein, neither of the Reporting Persons has any
plans or proposals that relate to or would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
The following information is provided in response to Item 5 of
Schedule 13D and is based on a total of 6,165,292 Shares outstanding as of
October 31, 1996, adjusted to reflect a 400,000 Share redemption on January 23,
1997, as reported in the Company's Report on Form 10-Q for the fiscal quarter
ended September 30, 1996.
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PAGE 6 OF 10
(a) Mr. Fisher
Mr. Fisher beneficially owns 114,986 Shares, constituting
approximately 1.9% of the Company's outstanding Shares.
Mr. Fisher disclaims any direct or indirect beneficial interest
in the Shares beneficially owned by Martinique.
Martinique
Martinique beneficially owns 1,488,000 Shares constituting
approximately 24.1% of the Company's outstanding Shares.
Martinique disclaims any direct or indirect beneficial interest
in the Shares beneficially owned by Mr. Fisher.
(b) - (c) Mr. Fisher
Mr. Fisher acquired beneficial ownership of 104,458 Shares at a
price of $13.00 per Share in a private purchase on January 23, 1997. He
previously owned 10,528 Shares. Mr. Fisher has sole power to vote or direct
the vote and to dispose or direct the disposition of the 114,986 Shares held by
Mr. Fisher constituting approximately 1.9% of the Shares outstanding.
Martinique
Martinique has sole power to vote or direct the vote and to
dispose or direct the disposition of the 1,488,000 Shares held by Martinique
constituting approximately 24.1% of the Shares outstanding.
Except as set forth above, neither of the Reporting Persons,
nor to the best of their knowledge, any persons listed in this statement,
beneficially owns any Shares or has effected any transactions in Shares during
the preceding 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None of the Reporting Persons nor, to the best of their knowledge
any other person listed herein, has any contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to any
securities of the Company, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibit is filed with this statement:
Joint Statement Agreement
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PAGE 7 OF 10
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: February 3, 1997 MARTINIQUE HOTEL, INC.
By: /s/ Phillip Wm. Fisher
------------------------------------
Phillip Wm. Fisher, a Director and
its Vice President
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PAGE 8 OF 10
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: February 3, 1997 /s/ Max M. Fisher
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MAX M. FISHER
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PAGE 9 OF 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
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<S> <C>
1 Joint Statement Agreement
</TABLE>
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PAGE 10 OF 10
EXHIBIT 1
JOINT STATEMENT AGREEMENT
The undersigned hereby agree that the Schedule 13D filed by them shall be
filed on behalf of each of them.
Dated: February 3, 1997 MARTINIQUE HOTEL, INC.
By: /s/ Phillip Wm. Fisher
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Phillip Wm. Fisher, a Director
and its Vice President
Dated: February 3, 1997 /s/ Max M. Fisher
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MAX M. FISHER
