SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 1
Hayes Wheels International, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
421124-10-8
(CUSIP Number)
Paul S. Levy
Joseph Littlejohn & Levy
450 Lexington Avenue, Suite 3350
New York, New York 10017
(212) 286-8600
_____________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Robert B. Pincus, Esq.
Skadden, Arps, Slate, Meagher & Flom
One Rodney Square
Wilmington, Delaware 19801
(302) 651-3000
April 8, 1997
(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 Statement because of Rule 13d-1(b)(3) or
(4), check the following: ( )
Check the following box if a fee is being paid with this
Statement: ( )
SCHEDULE 13D
(AMENDMENT NO. 1)
CUSIP No. 421124-10-8
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Joseph Littlejohn & Levy Fund II L.P.
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
00 (See response to Item 3)
_________________________________________________________________
(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
__________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY ----------------------------------------
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 9,634,176
PERSON ----------------------------------------
WITH (9) SOLE DISPOSITIVE POWER
None
----------------------------------------
(10) SHARED DISPOSITIVE POWER
9,634,176
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,634,176
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
43.3%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
PN
_________________________________________________________________
SCHEDULE 13D
(AMENDMENT NO. 1)
CUSIP No. 421124-10-8
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
JLL Associates II, L.P.
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
00 (See response to Item 3)
_________________________________________________________________
(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
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY _______________________________________
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 9,634,176
PERSON _______________________________________
WITH (9) SOLE DISPOSITIVE POWER
None
_______________________________________
(10) SHARED DISPOSITIVE POWER
9,634,176
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,634,176
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
43.3%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
(AMENDMENT NO. 1)
CUSIP No. 421124-10-8
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Peter A. Joseph
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
00 (See response to Item 3)
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY _______________________________________
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 9,634,176
PERSON _______________________________________
WITH (9) SOLE DISPOSITIVE POWER
None
_______________________________________
(10) SHARED DISPOSITIVE POWER
9,634,176
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,634,176
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
43.3%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
IN
_________________________________________________________________
SCHEDULE 13D
(AMENDMENT NO. 1)
CUSIP No. 421124-10-8
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Paul S. Levy
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
00 (See response to Item 3)
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY ----------------------------------------
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 9,634,176
PERSON ----------------------------------------
WITH (9) SOLE DISPOSITIVE POWER
None
----------------------------------------
(10) SHARED DISPOSITIVE POWER
9,634,176
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,634,176
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
43.3%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
IN
_________________________________________________________________
Item 2. Identity and Background.
Item 2 is hereby amended to add the following:
On September 12, 1996, Angus C. Littlejohn resigned as a
general partner of JLL Associates and is no longer a Reporting
Person.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following:
The Stockholders Agreement was amended as of April 8,
1997 (the "Amendment"). The Amendment provides that, in addition
to voting their shares of Company Common Stock in favor of the
election of persons to the Company's Board of Directors designated
by the Fund and TSG, the Fund and certain stockholders of the
Company also agree to vote their shares of Company Common Stock in
favor of the election of one member designated by CIBC WG Argosy
Merchant Fund II, L.P. ("Argosy"). As a result, two, rather than
three members of the Company's Board of Directors, will be selected
by the Company's Board of Directors. Argosy's right to designate a
director, like the respective rights of the Fund and TSG,
terminates when Argosy ceases to own at least 50% of its initial
investment.
The foregoing summary of the provisions of the Amendment
is qualified in its entirety by reference to the Amendment attached
hereto as Exhibit B.
The number of shares of Company Common Stock owned by the
Fund has increased to 9,634,176 as the result of a stock split
effected on December 20, 1996, by means of a 100% stock dividend on
the outstanding shares of Company Common Stock.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended to add the following:
The number of shares of Company Common Stock owned by the
Fund has increased to 9,634,176 as the result of a stock split
effected on December 20, 1996, by means of a 100% stock dividend on
the outstanding shares of Company Common Stock.
On September 12, 1996, Angus C. Littlejohn resigned as a
general partner of JLL Associates and is no longer a Reporting
Person.
Item 7 Material to be Filed as Exhibits.
Exhibit A Joint Filing Agreement, dated as of July 2, 1996,
among the Fund, JLL Associates, and Messrs. Joseph
and Levy.
Exhibit B Amendment No. 1 to Stockholders' Agreement, dated as
of April 8, 1997, among the Company, the Fund, Chase
Equity Associates, CIBC WG Argosy Merchant Fund 2,
L.L.C., Nomura Holding America, Inc. and TSG.
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this Statement is true, complete and
correct.
Dated: May 6, 1997
JOSEPH LITTLEJOHN & LEVY FUND II L.P.
By: JLL Associates II, L.P.,
its General Partner
By:/s/ Paul S. Levy
---------------------------
Paul S. Levy
General Partner
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this Statement is true, complete and
correct.
Dated: May 6, 1997
JLL ASSOCIATES II, L.P.
By:/s/ Paul S. Levy
Paul S. Levy
General Partner
SIGNATURE
After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that the
information set forth in this Statement is true, complete and
correct.
Dated: May 6, 1997
/s/ Peter A. Joseph
Peter A. Joseph
SIGNATURE
After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that the
information set forth in this Statement is true, complete and
correct.
Dated: May 6, 1997
/s/ Paul S. Levy
Paul S. Levy
EXHIBIT INDEX
Exhibit A Joint Filing Agreement, dated as of
May 6, 1997, among the Fund, JLL
Associates, and Messrs. Joseph and
Levy
Exhibit B Amendment No. 1 to Stockholders'
Agreement, dated as of April 8,
1997, among the Company, the Fund,
Chase Equity Associates, CIBC WG
Argosy Merchant Fund 2, L.L.C.,
Nomura Holding America, Inc. and
TSG
Exhibit A
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to
the joint filing with each other of a statement on Schedule 13D
(including all amendments thereto) (the "Statement") with respect
to the common stock, par value $.01 per share, of Hayes Wheels
International, Inc., a Delaware corporation, and further agree
that this Joint Filing Agreement be included as an exhibit to
such Statement. In evidence whereof, the undersigned, being duly
authorized, hereby execute this Joint Filing Agreement as of this
6 day of May, 1997.
JOSEPH LITTLEJOHN & LEVY FUND II L.P.
By: JLL Associates II, L.P.,
its General Partner
By:/s/ Paul S. Levy
Paul S. Levy
General Partner
JLL ASSOCIATES II, L.P.
By:/s/ Paul S. Levy
Paul S. Levy
General Partner
/s/ Peter A. Joseph
Peter A. Joseph
/s/ Paul S. Levy
Paul S. Levy
EXHIBIT B
AMENDMENT NO. 1
TO
STOCKHOLDERS' AGREEMENT
This AMENDMENT NO. 1 to Stockholders'
Agreement, is dated as of April 8, 1997 and is by and
among Hayes Wheels International, Inc., a Delaware
corporation (the "Company"), Joseph Littlejohn & Levy
Fund II, L.P., a Delaware limited partnership ("JLL"),
Chase Equity Associates, a California limited partnership
("Chase"), CIBC WG Argosy Merchant Fund 2, L.L.C., a
Delaware limited liability company ("Argosy"), Nomura
Holding America, Inc., a Delaware corporation ("Nomura"),
and TSG Capital Fund II, L.P., a Delaware limited
partnership ("TSG") (JLL, Chase, Argosy, Nomura and TSG,
each being referred to herein as a "Stockholder" and
collectively being referred to herein as the
"Stockholders"). Capitalized terms used but not
otherwise defined shall have the respective meanings set
forth in the Stockholders' Agreement (as defined below).
W I T N E S S E T H
WHEREAS, the Stockholders are parties to that
certain Stockholders' Agreement, dated as of July 2, 1996
(the "Stockholders' Agreement"), relating to shares of
common stock, par value $.01 per share, of the Company.
WHEREAS, under the terms of the Stockholders'
Agreement, Argosy is entitled to appoint a non-voting
representative to attend meetings of the Company's Board
of Directors.
WHEREAS, the Stockholders are desirous of
amending the Stockholders' Agreement to permit Argosy to
designate a representative as a voting member of the
Company's Board of Directors.
NOW THEREFORE, in consideration of good and
valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as
follows:
1. Section 3.01(a) of the Stockholders'
Agreement is hereby amended in its entirety to read as
follows:
(a) Members. During the term of this
Agreement, each of JLL, TSG, Nomura and Argosy
will use their best efforts to cause the Board
of Directors of the Company (the "Board") to
consist of nine (9) members, of which: (i)
four members shall be designees of JLL; (ii)
one member shall be a designee of TSG; (iii)
one member shall be a designee of Argosy; (iv)
one member shall be the Chief Executive Officer
of the Company; and (v) the other two members
shall be determined by the Board; provided,
however, such members determined by the Board
shall not be affiliated with the Company or any
of the Stockholders. During the term of this
Agreement, the Company shall use its best
efforts and shall exercise all authority under
applicable law to cause to be elected or
appointed, as the case may be, as directors of
the Company a slate of directors consisting of
individuals meeting the requirements of the
previous sentence.
2. The last sentence of Section 4.01(b) is
hereby amended in its entirety to read as follows:
Notwithstanding anything stated herein to the
contrary, the Transfer of Shares by any of JLL, TSG or Argosy
shall not result in the assignment of such transferring Stock-
holder's rights under Section 3.01(a) hereof.
3. Except as specifically amended hereby, the
Stockholders' Agreement shall continue and remain in full
force and effect in accordance with its terms. From and
after the date hereof, all references in the
Stockholders' Agreement to the "Agreement," "hereunder,"
"hereof," "herein," or words of similar import shall mean
and be a reference to the Stockholders' Agreement as
amended by this Amendment No. 1.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned hereby
agrees to be bound by the terms and provisions of this
Amendment No. 1 to the Stockholders' Agreement as of the
date first above written.
HAYES WHEELS INTERNATIONAL, INC.
By: /s/ Daniel M. Sandberg
-------------------------------
Name: Daniel M. Sandberg
Title: Vice President
JOSEPH LITTLEJOHN & LEVY FUND II, L.P.
By: JLL ASSOCIATES II, L.P.,
its General Partner
By: /s/ Paul S. Levy
-------------------------------
Name: Paul S. Levy
Title: General Partner
CHASE EQUITY ASSOCIATES, a
California Limited Partnership
By: CHASE CAPITAL PARTNERS,
its General Partner
By: /s/ Donald J. Hoffman
-------------------------------
Name: Donald J. Hoffman
Title: General Partner
CIBC WG ARGOSY MERCHANT FUND 2, L.L.C.
By: /s/ Jay Bloom
-------------------------------
Name: Jay Bloom
Title: Member
NOMURA HOLDING AMERICA, INC.
By: /s/ Dennis Dolan
-------------------------------
Name: Dennis Dolan
Title: Managing Director
TSG CAPITAL FUND II, L.P.
By: TSG ASSOCIATES II, L.P.,
its General Partner
By: TSG ASSOCIATES II, INC.,
its General Partner
By: /s/ Cleveland A. Christophe
-------------------------------
Name: Cleveland A. Christophe
Title: President
