Registration No. 333-
__________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________________
HAYES WHEELS INTERNATIONAL, INC
(Exact name of registrant as specified in its charter)
Delaware 13-3384636
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
38481 Huron River Drive
Romulus, Michigan 48174
(Address of Principal Executive Offices) (Zip Code)
________________________________
1996 STOCK OPTION EXCHANGE PLAN
Full title of Plan
_______________________________
Daniel M. Sandberg, Esq
38481 Huron River Drive
Romulus, Michigan 48174
313) 941-2000
(Name and address of agent for service
Telephone number, including area code, of agent for service
_______________________________
Copy to
Robert B. Pincus, Esq
Skadden, Arps, Slate, Meagher & Flom
One Rodney Square
Wilmington, Delaware 19899
302) 651-3000
________________________________________
CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum
Title of Maximum Aggregate Amount of
Securities to Amount to be Offering Price Offering Registration
be Registered Registered Per Share Price Fee
Common Stock 62,859 shares $ 30.875* $1,940,771.63* $ 669.23
$.01 par value 235,250 shares $ 27.150** 6,386,745.00** 2,202.33
____________ ____________ _________
298,109 shares $ 8,327,516.63 $2,871.56
* Estimated solely for the purpose of calculating the
registration fee, and based upon the average of the high and
low prices of the Registrant's common stock on the Nasdaq
National Market on July 9, 1996 in accordance with Rule 457(c)
of the Securities Act of 1933.
**All shares are issuable upon the exercise of outstanding options with
fixed exercise prices. Pursuant to Rule 457(h)(1) of the Securities Act
of 1933, the aggregate offering price and the fee have been computed upon
the basis of the prices at which the options may be exercised. The
offering price per share set forth for such shares is the weighted
average of the exercise prices per share at which such options are
exercisable. All of the options granted pursuant to this plan are being
registered hereby.
In addition, all of the options granted under the Registrant's 1992
Stock Incentive Plan (the "1992 Plan") that are currently
outstanding will be cancelled pursuant to the 1996 Stock Option
Exchange Plan; it is expected that the 1992 Plan will be terminated
and that no further grants will be made thereunder.
_____________________________________________________________________________
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by the Registrant with
the Commission pursuant to either the Securities Act of 1933, as
amended (the Securities Act ), or the Securities Exchange Act of
1934, as amended (the Exchange Act ), and are hereby incorporated
by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended January 31, 1996, filed on April 23, 1996;
(b) The Registrant's Amended Annual Report on Form 10-K/A for the
fiscal year ended January 31, 1996, filed on June 28, 1996;
(c) The Registrant s Quarterly Report on Form 10-Q for the fiscal
quarter ended April 30, 1996;
(d) The Registrant's Current Reports on Form 8-K dated June 25, 1996
and July 11, 1996; and
(e) The Registrant's Registration Statement on Form S-4 (Registration
No. 333-04909), including the description of the Registrant's
common stock contained in the Joint Proxy Statement/Prospectus
constituting a part of such Registration Statement.
In addition, all documents filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act (prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold) shall be deemed
to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement
contained herein, or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference
herein, modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Set forth below is a description of certain provisions of the
by-laws (the By-laws ) of the Registrant and the General
Corporation Law of the State of Delaware (the DGCL ), as such
provisions relate to the indemnification of the directors and
officers of the Registrant. This description is intended only as a
summary and is qualified in its entirety by reference to the
Restated Certificate of Incorporation of the Registrant, the By-
laws and the DGCL.
Section 145 of the DGCL empowers a corporation to indemnify
any person who was or is a party or witness or is threatened to be
made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reasons of the fact that he or she is or was a
director, officer, employee or agent of the corporation or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation or enterprise.
Depending on the character of the proceeding, a corporation may
indemnify against expenses, costs and fees (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or
proceeding if the person indemnified acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful. If the person indemnified is not
wholly successful in such action, suit or proceeding, but is
successful, on the merits or otherwise, in one or more but less
than all claims, issues or matters in such proceeding, he or she
may be indemnified against expenses actually and reasonably
incurred in connection with each successfully resolved claim, issue
or matter. In the case of an action or suit by or in the right of
the corporation, no indemnification may be made in respect to any
claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery, or the court in which such
action or suit was brought, shall determine that, despite the
adjudication of liability, such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem
proper. To the extent a director, officer, employee or agent of a
corporation has been successful in the defense of any action, suit
or proceeding referred to above or in the defense of any claim,
issue or manner therein, he or she shall be indemnified against
expenses (including attorneys fees) actually and reasonably
incurred by him or her in connection therewith.
The Registrant s By-laws provide for indemnification by the
Registrant of its directors and officers to the full extent
permitted by the DGCL. Pursuant to Section 145 of the DGCL, the
Registrant will purchase insurance on behalf of its present and
former directors and officers against liabilities asserted against
or incurred by them in such capacity or arising out of their status
as such.
The Registrant intends to enter into indemnification
agreements with each of its executive officers and directors
pursuant to which the Registrant will agree to indemnify such
individuals to the extent permitted under Delaware law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit 4.1 Form of the 1996 Stock Option Exchange
Agreements.
Exhibit 5.1 Opinion of Barry J. Miller, Esq., regarding the
legality of the securities being registered.
Exhibit 23.1 Consent of Barry J. Miller, Esq. (included in
Exhibit 5.1).
Exhibit 23.2 Consent of KPMG Peat Marwick LLP.
Exhibit 24.1 Power of Attorney (contained on the signature
page to this Registration Statement).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act:
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the registration statement;
and notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed
that which was registered) and any deviation from the
low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3,
Form S-8 or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to
the SEC by the Registrant pursuant to Section 13 or 15(d) of
the Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for purposes of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the Securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the
Securities Act, each filing of the Registrant s annual
report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an
employee benefit plan s annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated
by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Romulus, State of Michigan, on this 11th day of July,
1996.
HAYES WHEELS INTERNATIONAL, INC.
By: /s/ Ranko Cucuz
Ranko Cucuz
President and Chief Executive Officer,
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints Daniel M.
Sandberg and Barry J. Miller, and each of them, each with full
power to act without the other, his true and lawful
attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for such person and in his name,
place and stead, in any and all capacities, to sign any and all
further amendments and supplements to this Form S-8 Registration
Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission, granting unto each of said attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully as to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents, or his
substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the date indicated.
Name Title Date
/s/ Ranko Cucuz President and Chief Executive July 11, 1996
Ranko Cucuz Officer; Director (Principal
Executive Officer)
/s/ William D. Shovers Vice President Finance (Principal July 11, 1996
William D. Shovers Financial Officer and Principal
Accounting Officer)
/s/ Timothy J. Clark Director July 11, 1996
Timothy J. Clark
/s/ Cleveland A. Christophe Director July 11, 1996
Cleveland A. Christophe
/s/ Peter A. Joseph Director July 11, 1996
Peter A. Joseph
/s/ Paul S. Levy Director July 11, 1996
Paul S. Levy
/s/ Marcos A. Rodriguez Director July 11, 1996
Marcos A. Rodriguez
/s/ John S. Rodewig Director July 11, 1996
John S. Rodewig
/s/ Kenneth L. Way Director July 11, 1996
Kenneth L. Way
EXHIBIT INDEX
Exhibit Title
4.1 Form of the 1996 Stock Option Exchange
Agreements.
5.1 Opinion of Barry J. Miller, Esq., regarding
the legality of the securities being
registered.
23.1 Consent of Barry J. Miller, Esq. (included in
Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Power of Attorney (contained on the signature
page to this Registration Statement).
EXHIBIT 4.1
FORM OF STOCK OPTION EXCHANGE AGREEMENT
This Stock Option Exchange Agreement is entered
into as of July 1, 1996 among Hayes Wheels International,
Inc. (the "Company") and ______________ (the "Optionee").
WHEREAS, pursuant to the Company's 1992 Stock
Incentive Plan (the "Stock Plan"), the Company has
granted to the Optionee options (the "Options") to
purchase the number of common shares of the Company
("Company Common Stock") set forth on Schedule A hereto
at the exercise price or prices set forth opposite such
number of shares of Company Common Stock;
WHEREAS, MWC Holdings, Inc. and the Company
have entered into an Agreement and Plan of Merger (the
"Merger Agreement"), pursuant to which MWC Holdings, Inc.
shall merge (the "Merger") with and into the Company;
WHEREAS, Section 2.6 of the Merger Agreement
provides that, prior to the Effective Time (as defined in
the Merger Agreement), the Optionee shall elect to
receive, in whole or in part, either (a) an amount in
cash equal to the difference between (i) the product of
(1) the number of shares of Company Common Stock subject
to such Option and (2) $32, and (ii) the aggregate
exercise price of such Option (a "Cash-Out") or (b) a
vested option to purchase shares of New Company Common
Stock (as defined in the Merger Agreement) in the same
amount and at the same exercise price as applied to the
Option (a "Roll-Over")(all capitalized terms used but not
otherwise defined herein shall have the meanings ascribed
to such terms in the Merger Agreement);
WHEREAS, the Company and the Optionee desire to
enter into this Agreement to provide that, in addition to
the provisions of Section 2.6 of the Merger Agreement, at
the Effective Time the Optionee may elect to have certain
of such Options, which Options are set forth on Schedule
A hereto, cancelled by the Company and, in consideration
thereof, the Company shall issue to the Optionee shares
of New Company Common Stock as provided herein; and
NOW, THEREFORE, in consideration of the mutual
promises and agreements contained herein, the adequacy
and sufficiency of which are hereby acknowledged, the
Company and the Optionee hereby agree as follows:
1. REPRESENTATION OF OPTIONEE. The Optionee
represents that part 1 of Schedule A hereto contains a
true and complete list of all unexercised Options, both
exercisable and unexercisable, currently held by
Optionee.
2. NEW COMPANY STOCK VALUE. For purposes of
this Agreement, each share of New Company Common Stock
shall be deemed to have a value of $32.
3. "STOCK-OUT" OF OPTIONS.
(a) The Optionee hereby agrees to the
cancellation at the Effective Time of each of the Options
designated by the Optionee on part 2 of Schedule A hereto
(collectively, the "Stock-Out Options") and, in
consideration thereof, the Company shall issue to the
Optionee at the Effective Time that number of shares of
New Company Common Stock equal to (i) the difference
between (A) the product of (x) the number of shares of
Company Common Stock subject to such Stock-Out Option and
(y) $32, and (B) the aggregate exercise price of such
Stock-Out Option divided by (ii) 32 (the resulting shares
of New Company Common Stock hereinafter referred to as
the "Stock-Out Shares"). In the event Optionee shall be
entitled to a fractional share of New Company Common
Stock as a result of the above calculation, Optionee
shall be paid cash for such fractional shares in the
amount of $32 times the amount of such fractional shares.
(b) Additional Payment. At the Effective
Time, the Company shall pay to the Optionee (in respect
of the Stock-Out Shares only) an additional amount in a
cash lump sum (the "Gross-Up Payment") such that the net
amount (taking into account the Stock-Out Shares, the
Gross-Up Payment and applicable taxes) retained by the
Optionee pursuant to Section 3(a) hereof is equal to the
value of the Stock-Out Shares as of the Effective Time.
The Optionee acknowledges that the Company has
the right to withhold from the Gross-Up Payment any
amounts necessary to satisfy its withholding obligations
under applicable law.
For purposes of determining the amount of the
Gross-Up Payment, the Optionee shall be deemed to pay
federal income tax at the highest marginal rate of
federal income taxation in the calendar year in which the
Gross-Up Payment is to be made and state and local income
taxes at the highest marginal rate of taxation in the
state and locality of the Optionee's residence on the
Effective Date, net of the maximum reduction in federal
income taxes which could be obtained from deduction of
such state and local taxes.
4. ROLL-OVER AND CASH-OUT OF OPTIONS. (a) In
accordance with the terms of the Merger Agreement, in
exchange for each Option designated on part 3 of Schedule
A hereto (collectively, the "Rollover Options"), the
Company shall issue to the Optionee a vested option to
purchase New Company Common Stock in the same amount and
at the same exercise price as applied to the Rollover
Option, but otherwise subject to the terms of the
Company's 1992 Stock Incentive Plan and the agreement
under which such Rollover Option was granted, except that
all references to the Company shall be deemed to be
references to the Surviving Corporation (each such
option, a "New Company Option").
(b) In accordance with the terms of the Merger
Agreement, the Optionee hereby agrees that each Option
not designated on Schedule A hereto as a Stock-Out Option
or a Rollover Option (collectively, the "Cash-Out
Options") shall be cancelled at the Effective Time and,
in consideration thereof, the Company shall pay to the
Optionee at the Effective Time a lump sum amount in cash
equal to the difference between (i) the excess of (A) the
product of (x) the number of Company Common Shares
subject to such Cash-Out Option and (y) $32, over (B) the
aggregate exercise price of such Cash-Out Option, and
(ii) any amounts to be withheld by the Company in respect
of its obligations under applicable law. No Gross-Up
Payment shall be made in respect of any cash amounts paid
to the Optionee in consideration for the cancellation of
any Cash-Out Option or the cash paid for fractional
shares pursuant to Section 3(a) hereof.
5. CALCULATION OF BENEFITS. All calculations
in respect of payments to be made or benefits to be
provided under this Agreement shall be performed at the
Company's expense by Coopers & Lybrand, LLP.
6. TERMINATION OF AGREEMENT. This Agreement
shall terminate and shall be of no further force or
effect if the Merger Agreement shall be terminated and
the Merger shall not become effective pursuant to the
terms thereof.
7. SUCCESSORS; BINDING AGREEMENT. This
Agreement shall inure to the benefit of and be
enforceable by or against the Optionee and his personal
or legal representatives, executors, administrators,
heirs, distributees, devisees and legatees and by or
against the Company and their respective successors and
assigns.
8. NOTICES. All notices and other
communications required or permitted under this Agreement
shall be in writing and shall be deemed to have been duly
given when personally delivered, when delivered by
courier or overnight express service or five days after
having been sent by certified or registered mail, postage
prepaid, addressed (a) if to the Optionee, to the
Optionee's address set forth in the records of the
Company, or if to the Company, to Hayes Wheels
International, Inc., 38481 Huron River Drive, Romulus,
Michigan 48174, Attn: General Counsel, or (b) to such
other address as any party may have furnished to the
other parties in writing in accordance herewith, except
that notices of change of address shall be effective only
upon receipt.
9. GOVERNING LAW; VALIDITY. The
interpretation, construction and performance of this
Agreement shall be governed by and construed and enforced
with the internal laws of the State of Delaware without
regard to the applicable principles of conflicts of laws.
The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or
enforceability of any of the other provisions of this
Agreement, which other provisions shall remain in full
force and effect.
10. COUNTERPARTS. This Agreement may be
executed in two or more counterparts, each of which shall
be deemed to be an original and all of which together
shall constitute one and the same instrument.
11. MISCELLANEOUS. No provision of this
Agreement may be modified or waived unless such
modification or waiver is agreed to in writing and
executed by the Optionee and by a majority of the members
of the Compensation Committee. No waiver by any party
hereto at any time of any breach by another party hereto
of, or failure to comply with, any condition or provision
of this Agreement to be performed or complied with by
such other party shall be deemed a waiver of any similar
or dissimilar conditions or provisions at the same or at
any prior or subsequent time. Failure by the Optionee or
the Company to insist upon strict compliance with any
provision of this Agreement or to assert any right which
the Optionee or the Company may have hereunder shall not
be deemed to be a waiver of such provision or right or
any other provision of or right under this Agreement.
12. EFFECTIVE DATE. The effectiveness of this
Agreement is subject to the occurrence of both of the
following: (a) approval of this Agreement by the board
of directors of the Company and (b) the effective date of
a registration statement in respect of the Stock-Out
Shares filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended. The
Company shall have its legal counsel provide to the
Company a legal opinion that upon delivery and exchange
of the Stock-Out Options hereunder that the Stock-Out
Shares have been properly registered.
IN WITNESS WHEREOF, the Company has caused this
Agreement to be executed by its duly authorized officer
and the Optionee has executed this Agreement as of the
day and year first above written.
HAYES WHEELS INTERNATIONAL, INC.
By:_____________________________
OPTIONEE:
________________________________
SCHEDULE A
1. SCHEDULE OF OPTIONS
Date of Grant Number of Shares Exercise Price
LIST ALL GRANTS, BOTH EXERCISABLE AND UNEXERCISABLE
2. STOCK-OUT OPTIONS
Date of Grant Number of Shares Exercise Price
LIST OPTIONS WHICH OPTIONEE WISHES TO HAVE "STOCKED OUT"
3. ROLLOVER OPTIONS
Date of Grant Number of Shares Exercise Price
LIST OPTIONS WHICH OPTIONEE WISHES TO HAVE "ROLLED OVER"
EXHIBIT 5.1
July 11, 1996
Hayes Wheels International, Inc.
38481 Huron River Drive
Romulus, Michigan 48174
Re: Registration on Form S-8 for the
1996 Stock Option Exchange Plan of
Hayes Wheels International, Inc.
Ladies and Gentlemen:
I am Assistant General Counsel of Hayes Wheels
International, Inc., a Delaware corporation (the
"Company") and have acted in such capacity in connection
with the above-captioned Registration Statement (the
"Registration Statement") relating to shares of common
stock, par value $.01 per share, of the Company (the
"Common Stock") issuable pursuant to the Hayes Wheels
International, Inc. 1996 Stock Option Exchange Plan (the
"Plan").
This opinion is being furnished in accordance
with the requirements of Item 601(b)(5) of Regulation S-K
under the Securities Act of 1933, as amended (the "Act").
In connection with this opinion, I have
examined originals or copies, certified or otherwise
identified to my satisfaction, of (i) the Registration
Statement; (ii) the Plan; (iii) the Restated Certificate
of Incorporation and the Amended and Restated By-laws of
the Company, each as currently in effect; and (iv)
certain resolutions adopted by the Board of Directors of
the Company authorizing the issuance of an aggregate of
298,109 shares of Common Stock pursuant to the terms of
the Plan.
I have also examined originals or copies,
certified or otherwise identified to my satisfaction, of
such records of the Company and such agreements,
certificates of public officials, certificates of
officers or other representatives of the Company and
others, and such other documents, certificates and
records as I have deemed necessary or appropriate as a
basis for the opinions set forth herein.
In my examination, I have assumed the legal
capacity of all natural persons, the genuineness of all
signatures, the authenticity of all documents submitted
to me as originals, the conformity to original documents
of all documents submitted to us as certified, conformed
or photostatic copies and the authenticity of the
originals of such latter documents. In making my
examination of documents executed or to be executed by
parties other than the Company, I have assumed that such
parties had or will have the power, corporate or other,
to enter into and perform all obligations thereunder and
have also assumed the due authorization by all requisite
action, corporate or other, and execution and delivery by
such parties of such documents and the validity and
binding effect thereof. As to any facts material to the
opinion expressed herein which I have not independently
established or verified, I have relied upon statements
and representations of officers and other representatives
of the Company and others.
This opinion is limited to the general
corporate laws of the State of Delaware and I express no
opinion as to the laws of any jurisdiction other than
Delaware; provided, however, that by your receipt and
acceptance of this opinion you acknowledge and understand
that I am not licensed to practice law in the State of
Delaware and that the opinions provided herein are based
solely upon my experience as a corporate attorney
(licensed to practice law in Michigan), my review of the
General Corporation Law of Delaware and the documents
referred to above and advice provided by the Company's
corporate and securities law counsel.
Based upon and subject to the foregoing, I am
of the opinion that the Company has duly authorized for
issuance the shares of its Common Stock covered by the
Registration Statement, and such shares, when issued and
paid for in accordance with the terms of the Plan as
contemplated by the Registration Statement, will be
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion
with the Commission as an exhibit to the Registration
Statement. In giving such consent, I do not thereby
admit that I am included in the category of persons whose
consent is required under Section 7 of the Act or the
rules and regulations of the Commission.
Very truly yours,
/s/ Barry J. Miller
_________________________
Barry J. Miller
EXHIBIT 23.2
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
Hayes Wheels International, Inc.:
We consent to the use of our report dated February 23, 1996
except as to Note 17, which is as of March 28, 1996, related
to the consolidated balance sheets of Hayes Wheels
International, Inc. and subsidiaries as of January 31, 1996
and 1995, and the related consolidated statements of
operations, stockholders' equity and cash flows for each of
the years in the three-year period ended January 31, 1996,
incorporated herein by reference in Form S-8. Our report
refers to a change from the LIFO method of valuing inventory
to the FIFO method and the adoption of the provisions of the
Financing Accounting Standards Board's Statement of
Financial Accounting Standards ("SFAS") No. 109, "Accounting
for Income Taxes," SFAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions" and SFAS No.
112, "Employers' Accounting for Postemployment Benefits."
Detroit, Michigan
July 12, 1996
