UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
REINHOLD INDUSTRIES, INC.
(formerly Keene Corporation)
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title or Class of Securities)
75935A109
(CUSIP Number)
Matthew C. Hook
HAMMOND KENNEDY WHITNEY & COMPANY, INC.
8888 Keystone Crossing
Suite 690
Indianapolis, Indiana 46240
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With Copies to:
Stephen J. Hackman
ICE MILLER DONADIO & RYAN
One American Square
Box 82001
Indianapolis, Indiana 46282-0002
June 16, 1999
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed 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 [ ].
<PAGE>
CUSIP No. 75935A109
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Reinhold Enterprises, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [X]
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 ORGANIZATION
Indiana, U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER.................. None
8. SHARED VOTING POWER ................None
9. SOLE DISPOSITIVE POWER .............None
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
CO
<PAGE>
CUSIP No. 75935A109
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Massachusetts Mutual Life I.R.S. Identification No:
Insurance Company 04-1590850
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts, U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER .......................314,205
8. SHARED VOTING POWER .....................433,901
9. SOLE DISPOSITIVE POWER ..................314,205
10. SHARED DISPOSITIVE POWER ................433,901
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
748,106
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
37.42%
14. TYPE OF REPORTING PERSON
IC
<PAGE>
CUSIP No. 75935A109
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MassMutual High Yield I.R.S. Identification No:
Partners II LLC 04-3325219
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER ........................314,204
8. SHARED VOTING POWER .........................None
9. SOLE DISPOSITIVE POWER ...................314,204
10. SHARED DISPOSITIVE POWER ....................None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
314,204
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.72%
14. TYPE OF REPORTING PERSON
OO
<PAGE>
CUSIP No. 75935A109
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MassMutual Corporate Value Partners Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER .......................119,697
8. SHARED VOTING POWER ........................None
9. SOLE DISPOSITIVE POWER ..................119,697
10. SHARED DISPOSITIVE POWER ...................None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,697
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.99%
14. TYPE OF REPORTING PERSON
OO
<PAGE>
CUSIP No. 75935A109
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andrew McNally, IV
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER ...................61,336
8. SHARED VOTING POWER ...................None
9. SOLE DISPOSITIVE POWER ..............61,336
10. SHARED DISPOSITIVE POWER ..............None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,336
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
3.07%
14. TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP No. 75935A109
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ward S. McNally
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER .....................10,869
8. SHARED VOTING POWER .....................None
9. SOLE DISPOSITIVE POWER ................10,869
10. SHARED DISPOSITIVE POWER ................None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,869
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.54%
14. TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP No. 75935A109
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andrew Management IV, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER .......................46,737
8. SHARED VOTING POWER .......................None
9. SOLE DISPOSITIVE POWER ..................46,737
10. SHARED DISPOSITIVE POWER ..................None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,737
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.34%
14. TYPE OF REPORTING PERSON
PN
<PAGE>
CUSIP No. 75935A109
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BJR Management, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER .....................23,368
8. SHARED VOTING POWER .....................None
9. SOLE DISPOSITIVE POWER ................23,368
10. SHARED DISPOSITIVE POWER ................None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,368
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.17%
14. TYPE OF REPORTING PERSON
PN
<PAGE>
CUSIP No. 75935A109
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ECM Management, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER ........................23,368
8. SHARED VOTING POWER ........................None
9. SOLE DISPOSITIVE POWER ...................23,368
10. SHARED DISPOSITIVE POWER ...................None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,368
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.17%
14. TYPE OF REPORTING PERSON
PN
<PAGE>
CUSIP No. 75935A109
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Glenn Scolnik
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER .....................43,476
8. SHARED VOTING POWER .....................None
9. SOLE DISPOSITIVE POWER ................43,476
10. SHARED DISPOSITIVE POWER ................None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,476
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.17%
14. TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP No. 75935A109
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ralph R. Whitney, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [X]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER .....................45,476
8. SHARED VOTING POWER .....................None
9. SOLE DISPOSITIVE POWER ................45,476
10. SHARED DISPOSITIVE POWER ................None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,476
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.27%
14. TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP No. 75935A109
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Forrest E. Crisman, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER ...........................43,476
8. SHARED VOTING POWER ...........................None
9. SOLE DISPOSITIVE POWER ......................43,476
10. SHARED DISPOSITIVE POWER ......................None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,476
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.17%
14. TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
This Amendment No. 1 ("Amendment") amends and supplements the Schedule 13D
filed on May 28, 1999 ("Schedule 13D") by Reinhold Enterprises, Inc.,
Massachusetts Mutual Life Insurance Company ("MMLIC"), MassMutual High Yield
Partners II LLC ("MMHYP"), MassMutual Corporate Value Partners Limited ("MMCVP"
and with MMLIC and MMHYP, the "MassMutual Entities"), Andrew McNally, IV, Ward
S. McNally, Andrew Management IV, L.P., BJR Management, L.P., ECM Management,
L.P., Glenn Scolnik, Ralph R. Whitney, Jr. and Forrest E. Crisman, Jr.
(collectively, the "Reporting Persons" and each individually a "Reporting
Person") relating to the Class A Common Stock, par value $0.01 per share, of
Reinhold Industries, Inc. (formerly Keene Corporation), a Delaware corporation
("Reinhold"). All capitalized terms used in this Amendment and not otherwise
defined herein have the meaning ascribed to such terms in the Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Item 6 of Schedule 13D is hereby amended by adding the following paragraph
after the final paragraph.
On June 16, 1999, Reinhold entered into a written agreement with the
Reporting Persons (other than Reinhold Enterprises, Inc.). The agreement
provides that the Reporting Persons will not modify, terminate or waive the
requirement contained in the Stock Purchase Agreement that the Trust will not
(i) sell, transfer or otherwise dispose of any of its remaining shares in
Reinhold or (ii) purchase or otherwise acquire any shares of Reinhold if after
the purchase or acquisition the Trust would be a "5% shareholder" of the Company
within the meaning of Section 382 of the Internal Revenue Code. The Agreement
further provides that the MassMutual Entities will not exercise their
registration rights acquired by assignment from the Trust for a period of one
year after the Closing Date (as defined in the Stock Purchase Agreement).
Additionally, and on the terms contained in the Agreement, Reinhold agreed to
reimburse the Reporting Persons for amounts, if any, that the Reporting Persons
may be required to pay to the Trust pursuant to the Stock Purchase Agreement if
the market value per share of the Class A Common Stock is less than $11.50 on
the third anniversary of the Closing Date.
Item 7. Material to Be Filed as Exhibits.
Exhibit A: Stock Price Deficiency Payment Agreement dated June 16, 1999
among Reinhold Industries, Inc. and the Reporting Persons
(other than Reinhold Enterprises, Inc.), incorporated herein
by reference to Exhibit 10.3 of Form 10-QSB filed with the
Commission by Reinhold Industries, Inc. on August 16, 1999.
<PAGE>
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.
Date: August 27, 1999 Reinhold Enterprises, Inc.
/s/ Matthew C. Hook
-------------------------------------
Matthew C. Hook, President
