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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JUNE 25, 1996
HAYES WHEELS INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
1-11592 13384636
(Commission File Number)(I.R.S. Employer Identification No.)
38481 HURON RIVER DRIVE, ROMULUS, MICHIGAN 48174
(Address of Principal Executive Offices) (Zip Code)
(313) 941-2000
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On June 25, 1996, Hayes Wheels International, Inc. (the "Company" or
"Hayes") entered into a preliminary agreement (the "PBGC Agreement") with the
Pension Benefit Guaranty Corporation (the "PBGC") with respect to, among other
things, certain pension plan contributions to be made by the Company following
the consummation of the proposed merger (the "Merger") of MWC Holdings, Inc.
("Holdings") with and into the Company and the transactions related thereto
(collectively, the "Transactions"), which are currently anticipated to occur
following the meetings of stockholders of each of the Company and Holdings on
July 2, 1996. Pursuant to the PBGC Agreement, the Company agreed to contribute
an aggregate of $38 million in cash to certain Hayes' pension plans at
specified times during the next three years and to provide a $14 million
irrevocable letter of credit to the PBGC to secure such obligation, which
letter of credit will be reduced to $5 million provided the Company makes the
required contributions during the first two years of the PBGC Agreement. Such
cash contributions represent an aggregate of $12 million in excess of amounts
currently scheduled to be contributed to the Hayes' pension plans during such
three-year period. In addition, the Company agreed to contribute $4 million to
certain Motor Wheel Corporation ("Motor Wheel") pension plans upon consummation
of the Transactions, and to make annual contributions of $3 million before the
first two anniversaries thereof and annual contributions of $6 million to such
plans thereafter. The Company's obligation to make such contributions to the
Motor Wheel pension plans will be secured by a five-year irrevocable letter of
credit to be issued to the PBGC in the amount of $8 million. The PBGC
Agreement is subject to the execution of definitive documentation and will
terminate upon the pension plans becoming fully funded or the Company meeting
certain financial criteria.
The letters of credit to be issued to the PBGC pursuant to the PBGC
Agreement are expected to be issued under the revolving credit facility (the
"Revolving Credit Facility") expected to be entered into by the Company as part
of the Transactions and will reduce the availability thereunder so long as such
letters remain outstanding. In addition, any pension plan contributions made
from the Revolving Credit Facility will increase the outstanding borrowings and
reduce the availability thereunder until repaid.
The Company believes that the performance of its obligations under the
PBGC Agreement will not adversely affect its results of operations, financial
condition or liquidity in any material respect.
The foregoing description is qualified in its entirety by reference to the
press release, issued by the Company on June 25, 1996, filed as Exhibit 99.1
hereto and incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
(c) Exhibits:
99.1 Text of Press Release of Hayes Wheels International, Inc., dated June 25,
1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HAYES WHEELS INTERNATIONAL, INC.
(Registrant)
By: /s/ Daniel M. Sandberg
-----------------------------------------
Daniel M. Sandberg
Vice President, General Counsel
and Secretary
Date: June 25, 1996
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EXHIBIT INDEX
Paper (P) or
Exhibit No. Description Electronic (E)
- ----------- ---------------------------------------- --------------
99.1 Press Release of Hayes Wheels E
International, Inc., dated June 25, 1996
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EXHIBIT 99.1
CONTACT: D.N.(Skip) Vermilya
Hayes Wheels International, Inc.
(313) 942-8135
HAYES WHEELS IN DISCUSSIONS WITH
PENSION BENEFIT GUARANTY CORPORATION
REGARDING PENDING MERGER FOR IMMEDIATE RELEASE
ROMULUS, Mich., June 25, 1996 -- Hayes Wheels International, Inc. (NYSE:
HAY) announced today that it is engaged in discussions with the Pension Benefit
Guaranty Corporation ("PBGC") regarding the effect on the Hayes Wheels' pension
plans of its pending merger with MWC Holdings, Inc. Hayes Wheels stated that
the PBGC has proposed that it would not institute proceedings with respect to
any of the Hayes Wheels' pension plans as a result of the merger if Hayes
Wheels contributes an aggregate of $12 million in excess of its already
scheduled contributions of $26 million over the next three years to certain
Hayes Wheels' pension plans and provides adequate security for such obligation.
Hayes Wheels said that the PBGC also proposed that it would not seek relief
under certain provisions of ERISA as a result of the shutdown of certain
facilities of Motor Wheel Corporation, a wholly-owned subsidiary of MWC
Holdings, if the combined company makes cash contributions of $4 million at
closing, $3 million in each of the next two years and $6 million per year
thereafter.
Hayes Wheels stated that it believed that it will be able to enter into
mutually acceptable arrangements with the PBGC with respect to such matters
which will
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not adversely affect its results of operations, financial condition or
liquidity in any material respect.
As previously announced, Hayes Wheels has entered into a definitive merger
agreement with MWC Holdings pursuant to which MWC Holdings will be merged into
Hayes Wheels and Motor Wheel will become a wholly-owned subsidiary of Hayes
Wheels. The combination of Hayes Wheels and Motor Wheel is expected to result
in an entity that will be a leading global supplier of wheels and brake
components to the automotive commercial truck and trailer markets. The merger
will be submitted for shareholder approval on Tuesday, July 2, 1996 and is
expected to close shortly thereafter.
Hayes Wheels International is a world leader in the design, engineering
and manufacture of steel and aluminum wheels for the automotive market in North
America, Europe and Asia. Motor Wheel Corporation, based in Axioms, MI,
designs and produces wheels and brakes for automobiles and commercial highway
vehicles.
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