SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Hayes Wheels International, Inc.
--------------------------------
(Name of Issuer)
Common Stock, $.01 par value
----------------------------
(Title of Class of Securities)
421124-10-8
-----------
(CUSIP Number)
Dr. Wienand Meilicke William A. Groll
Meilicke & Partner Cleary, Gottlieb, Steen & Hamilton
Poppelsdorfer Allee 106 One Liberty Plaza
53115 Bonn New York, New York 10006
Federal Republic of Germany (212) 225-2000
011-49-228-72543-0
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 23, 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
Schedule 13D, and is filing this Schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Page 1 of 32 Pages
Exhibit Index Appears on Page 15
<PAGE>
SCHEDULE 13D
CUSIP NO. 421124-10-8
- ------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Horst Kukwa-Lemmerz
- ------------------------------------------------------------------------
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
Federal Republic of Germany
- ------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- ------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ x ]
- ------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0
- ------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
Page 2 of 32 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 421124-10-8
- ------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Renate Kukwa-Lemmerz
- ------------------------------------------------------------------------
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
Federal Republic of Germany
- ------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 814,400
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 814,400
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
814,400
- ------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ x ]
---
- ------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
- ------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
Page 3 of 32 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 421124-10-8
- ------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Inge Kruger-Pressl
- ------------------------------------------------------------------------
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
Federal Republic of Germany
- ------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 814,400
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 814,400
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
814,400
- ------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ x ]
- ------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
- ------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
Page 4 of 32 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 421124-10-8
- ------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marianne Lemmerz
- ------------------------------------------------------------------------
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
Federal Republic of Germany
- ------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- ------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ x ]
- ------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
- ------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
Page 5 of 32 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 421124-10-8
- ------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H.K.L., L.L.C.
- ------------------------------------------------------------------------
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
Florida
- ------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- ------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ x ]
---
- ------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0
- ------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
Page 6 of 32 Pages
<PAGE>
Item 1. Security and Issuer.
This Statement relates to the common stock, par value
$.01 per share ("Common Stock"), of Hayes Wheels International,
Inc., a Delaware corporation (the "Issuer"). The Issuer has its
principal executive offices at 38481 Huron River Drive, Romulus,
Michigan 48174.
Item 2. Identity and Background.
(a-c) This Statement is being filed by Horst Kukwa-Lemmerz,
Renate Kukwa-Lemmerz, Inge Kruger-Pressl, Marianne Lemmerz and
H.K.L., L.L.C. ("HKL"). (Mr. Kukwa-Lemmerz, Mrs. Kukwa-Lemmerz,
Mrs. Kruger-Pressl and Mrs. Lemmerz are referred to collectively
herein as the "Lemmerz Stockholders" and, with HKL, as the
"Reporting Persons.")
Horst Kukwa-Lemmerz is a citizen of the Federal
Republic of Germany. His residence address is Bergstrasse 80,
D53604 Bad Honnef, Germany. Upon consummation of the Transaction
(described in Item 4 below), Mr. Kukwa-Lemmerz was appointed Vice
Chairman of the Board of Directors of, and Consultant to, the
Issuer. Prior thereto, he was the Chief Executive Officer and
President of Lemmerz Holding GmbH, a manufacturer of wheels, the
address of which is Postfach 1125, Konigswinter, Federal Republic
of Germany.
Renate Kukwa-Lemmerz, wife of Mr. Kukwa-Lemmerz, is a
citizen of the Federal Republic of Germany. Her residence address
is Bergstrasse 80, D53604 Bad Honnef, Germany. Her principal
occupation is homemaker.
Inge Kruger-Pressl, sister of Mrs. Kukwa-Lemmerz, is a
citizen of the Federal Republic of Germany. Her residence address
is Laplacestrasse 34, D81679 Munchen, Germany. Her principal
occupation is homemaker.
Marianne Lemmerz, mother of Mrs. Kukwa-Lemmerz and Mrs.
Kruger-Pressl, is a citizen of the Federal Republic of Germany.
Her residence address is Hauptstrasse 288, D53639 Konigswinter,
Germany. Mrs. Lemmerz is retired.
HKL is a Florida limited liability company wholly
owned by Mr. Kukwa-Lemmerz engaged principally in investing
personal funds in securities and properties. Its address is Trump
Plaza, West Palm Beach, Florida. Under the terms of HKL's
organizational and constituent documents, Mr. Kukwa-Lemmerz has
sole control over the business of HKL.
(d) and (e) None of the Reporting Persons has during
the last five years (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (ii)
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.
Page 7 of 32 Pages
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
Each of Mrs. Kukwa-Lemmerz and Mrs. Kruger-Pressl
agreed to acquire 814,400 shares of Common Stock in a private
transaction with a stockholder of the Issuer on July 23, 1997,
which purchase was consummated on July 24, 1997. The source of
the $24,432,000 each used to acquire such shares was personal
funds.
In addition, as described below, upon consummation of
the Transaction, the Lemmerz Stockholders exchanged their
personal holdings in Lemmerz Holding GmbH, consisting of all of
the equity of Lemmerz Holding GmbH, for cash and shares of Series
A Convertible Participating Preferred Stock of the Issuer (the
"Preferred Stock").
Item 4. Purpose of Transaction.
In 1919, the Lemmerz family established a wheel
manufacturing business. The family continued to own that business
as it grew and developed. By the time of the Transaction, that
business, consisting of Lemmerz Holding GmbH and its
subsidiaries, was the leading full-line designer and manufacturer
of automotive steel and aluminum wheels in Europe. On June 30,
1997, the Issuer acquired control of Lemmerz Holding GmbH (the
"Transaction") pursuant to the Purchase Agreement among the
Issuer, Cromodora Wheels S.p.A., Lemmerz Holding GmbH and the
Lemmerz Stockholders dated as of June 6, 1997 (the "Purchase
Agreement"), combining to form the world's largest manufacturer
of automotive wheels. (A copy of the Purchase Agreement is
Exhibit 3 hereto and the description of the provisions thereof
contained in this Statement is qualified in its entirety by
reference to the Purchase Agreement, which is incorporated herein
by this reference.) In consideration for their interests in
Lemmerz Holding GmbH, in the Transaction, the Lemmerz
Stockholders received an aggregate of $200,000,000 and 5,000,000
shares of Preferred Stock, which Preferred Stock was allocated as
follows: Mr. Kukwa-Lemmerz, 1,750,000 shares; Mrs. Kukwa-Lemmerz,
25,000 shares; Mrs. Kruger-Pressl, 25,000 shares; and Mrs.
Lemmerz, 3,200,000 shares. Each of the Lemmerz Stockholders
acquired the Preferred Stock (and expects to acquire the Common
Stock into which the Preferred Stock will convert) to make a
long-term minority investment in the Issuer and, thus, to
continue his or her long-term investment in the wheel business.
Each of Mrs. Kukwa-Lemmerz and Mrs. Kruger-Pressl initially
acquired the shares of Common Stock to which this Statement
relates to further her long-term investment as described above.
Shortly after Mrs. Kukwa-Lemmerz and Mrs. Kruger-Pressl
acquired the shares of Common Stock to which this Statement
relates, the Issuer expressed concern that these shares had been
anticipated to comprise part of an offering of Common Stock that
had been undertaken. The Issuer requested that Mrs. Kukwa-Lemmerz
and Mrs. Kruger-Pressl agree to include these shares in an
offering by the Issuer in order to increase liquidity for
stockholders and to increase the public float of Common Stock. On
July 30, 1997, Mrs. Kukwa-Lemmerz and Mrs. Kruger-Pressl entered
into an Option Agreement with the Issuer (the "Option Agreement")
pursuant to which the Issuer has the right to require both of
Mrs. Kukwa-Lemmerz and Mrs. Kruger-Pressl to sell the aggregate
1,628,800 shares of Common Stock to which this Statement relates
either (i) to the Issuer for purposes of effecting a public
offering of Common Stock or (ii) at the Issuer's
Page 8 of 32 Pages
<PAGE>
election, directly into a public offering. The Option Agreement
terminates by its own terms at the earlier of (a) 11:59 p.m., New
York City time, on November 30, 1997 and (b) immediately
following consummation of a sale thereunder. A copy of the Option
Agreement is Exhibit 4 hereto and the description of the
provisions thereof contained in this Statement is qualified in
its entirety by reference to the Option Agreement, which is
incorporated herein by this reference.
In accordance with the Purchase Agreement, upon
consummation of the Transaction, Mr. Kukwa-Lemmerz was appointed
Vice Chairman of the Board of Directors of the Issuer and Dr.
Wienand Meilicke, a legal advisor to the Lemmerz Stockholders,
was appointed an additional member of the Board of Directors.
In connection with the Transaction, each of the
Lemmerz Stockholders, certain other stockholders of the Issuer
and the Issuer entered into an Amended and Restated Stockholders
Agreement, dated as of June 30, 1997 (the "Stockholders
Agreement").
Pursuant to the Stockholders Agreement, each of the
Lemmerz Stockholders and certain of the other stockholders party
thereto agreed to use their best efforts to cause the Board of
Directors of the Company to consist of eleven members, of which:
(i) four members are to be designees of one of the other stock-
holders; (ii) one member is to be a designee of another of the
other stockholders; (iii) two members are to be designees of the
Lemmerz Stockholders, one of whom shall be Mr. Kukwa-Lemmerz;
(iv) one member shall be the Chief Executive Officer of the
Issuer; and the remaining three members shall be determined by
the Board of Directors. Pursuant to the Stockholders Agreement,
in the event that the Lemmerz Stockholders, together with their
descendants, and their affiliates and associates (as such terms
are defined in Rule 405 of the Securities Act of 1933, as amended
(the "Securities Act")), cease to own, in the aggregate, at least
2,500,000 shares of Preferred Stock or Common Stock, then only
one member of the Board of Directors shall be a designee of the
Lemmerz Stockholders. If such persons cease to own, in the
aggregate, at least 1,250,000 shares of Preferred Stock or Common
Stock, then the Lemmerz Stockholders will no longer have any
right to designate a nominee for election to the Board of
Directors. Pursuant to the Stockholders Agreement, each of the
Lemmerz Stockholders and certain other stockholders of the Issuer
agreed to be present in person or by proxy at all meetings of
stockholders of the Issuer for the election of directors and to
vote all shares of Common Stock then owned by them in favor of
the election of nominees for the Board of Directors satisfying
the description contained in the preceding sentences.
In addition, pursuant to the Stockholders Agreement,
each of the Lemmerz Stockholders and each of the other
stockholders of the Issuer party thereto agreed not to transfer
any shares of Preferred Stock or Common Stock then owned by them,
other than certain permitted transfers, prior to the later of (x)
July 2, 1998 and (y) the date on which the Preferred Stock is
converted into Common Stock (such later date, the "Registration
Period Commencement Date"). Thereafter, there are certain
continuing limitations on transfers. The Stockholders Agreement
gives each stockholder a party thereto certain demand and
"piggyback" rights, exercisable after the Registration Period
Commencement Date, to require the Issuer to register under the
Securities Act the resale of all or part of the shares of Common
Stock then held by such stockholder.
Page 9 of 32 Pages
<PAGE>
In addition, pursuant to the Stockholders Agreement,
each other stockholder of the Issuer party thereto, and the
Lemmerz Stockholders collectively, agreed not to acquire more than
3,000,000 additional shares of Common Stock, other than pursuant
to any stock dividend or distribution or upon the exercise of
certain outstanding warrants.
A copy of the Stockholders Agreement is Exhibit 5
hereto and the description of the provisions thereof contained in
this Statement is qualified in its entirety by reference to the
Stockholders Agreement, which is incorporated herein by this
reference.
Because the Lemmerz Stockholders are all members of
the same family and act together frequently and since certain
provisions of the agreements described herein to which the
Lemmerz Stockholders are parties measure rights or obligations
based on the collective holdings of all the Lemmerz Stockholders,
the Lemmerz Stockholders might be deemed to be a group.
Similarly, because Mr. Kukwa-Lemmerz provides guidance to the
other Lemmerz Stockholders and leads the negotiations for the
Lemmerz Stockholders, he may be deemed to share beneficial
ownership of the shares held by the other Reporting Persons. The
Reporting Persons deny that they are acting as a group or that
Mr. Kukwa-Lemmerz shares beneficial ownership of the shares held
by the other Lemmerz Stockholders and each Reporting Person
expressly disclaims beneficial ownership of any of the shares of
Common Stock beneficially owned by any other Reporting Person.
Each Lemmerz Stockholder intends to continue to review
his or her investment in Common Stock and, from time to time
depending upon certain factors, including without limitation the
financial performance of the Issuer, the availability and price
of shares of Common Stock, other general economic, market and
investment conditions and options available to such Reporting
Person, may determine, individually or jointly, to acquire
through open market purchases or otherwise additional shares of
Common Stock (in addition to those anticipated to be acquired
upon conversion of the Preferred Stock), or may determine,
individually or jointly, to sell through the open market or
otherwise, in each case, subject to applicable law and the
limitations of the Stockholders Agreement described above.
Except as stated above, no Reporting Person has any
plans or proposals of the type referred to in clauses (a) through
(j) of Item 4 of Schedule 13D, as promulgated by the Securities
and Exchange Commission (the "Commission").
Item 5. Interest in Securities of the Issuer.
(a) and (b) To the best knowledge of the Reporting
Persons, there are 22,231,492 shares of Common Stock outstanding
(as reported in the Issuer's Registration Statement on Form S-3
filed with the Commission on July 21, 1997). As of the date
hereof, the 814,400 shares of Common Stock beneficially owned by
each of Mrs. Kukwa-Lemmerz and Mrs. Kruger-Pressl represent
approximately 3.7% of the Common Stock issued and outstanding. If
the Reporting Persons were deemed to be a group, or if Mr.
Kukwa-Lemmerz were deemed to share beneficial ownership of
the shares held by his wife and Mrs. Kruger-Pressl, both of
which are expressly disclaimed, then the Reporting Persons
or Mr. Kukwa-Lemmerz would be deemed to own
Page 10 of 32 Pages
<PAGE>
approximately 7.4% of the Common Stock currently issued and
outstanding. Subject to the limitations of the agreements
described above, each of Mrs. Kukwa-Lemmerz and Mrs.
Kruger-Pressl has the sole power to vote or to direct the vote
of, and the sole power to dispose or to direct the disposition
of, the Common Stock beneficially owned by her.
The Preferred Stock is not currently convertible and
is not likely to be convertible within 60 days. The terms of the
Preferred Stock are set forth in the Certificate of Designations
of Series A Convertible Participating Preferred Stock of the
Issuer (the "Certificate of Designations"). Under the Certificate
of Designations, each share of Preferred Stock shall be
automatically converted, without any further act of the Issuer or
any holder thereof, into one share of Common Stock upon the
approval of the issuance of such Common Stock by the requisite
vote of the stockholders of the Issuer entitled to vote thereon.
(A copy of the Certificate of Designations is Exhibit 6 hereto
and the description of the provisions thereof contained in this
Statement is qualified in its entirety by reference to the
Certificate of Designations, which is incorporated herein by this
reference.) In connection with the Purchase Agreement,
stockholders who hold at least the percentage of the outstanding
Common Stock required to approve such issuance have delivered
irrevocable proxies with respect to the vote of stockholders to
approve such issuance to Mr. Kukwa-Lemmerz, who has agreed,
pursuant to the Purchase Agreement, to vote such proxies in favor
of such issuance. (A copy of the form of proxy delivered to Mr.
Kukwa-Lemmerz is Exhibit 7 hereto and the description of the
proxies contained in this Statement is qualified in its entirety
by reference to such form of proxy, which is incorporated herein
by this reference). To the best knowledge of the Reporting
Persons, stockholder approval of such issuance is currently
expected to be sought at the Issuer's Annual Meeting of
Stockholders. To the best knowledge of the Reporting Persons, no
date has yet been set for such Annual Meeting and no proxy
statement in connection with the approvals to be obtained at such
meeting has been prepared or filed by the Issuer with the
Commission. The Reporting Persons understand that the Issuer
currently anticipates holding such Annual Meeting in October
1997. In light of the foregoing, the Reporting Persons do not
believe that they currently beneficially own the shares of Common
Stock into which the Preferred Stock will be converted, as
provided by Rule 13d-3(d)(1) promulgated by the Commission under
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). If the Reporting Persons were deemed currently to
beneficially own the shares of Common Stock into which the
Preferred Stock will be converted, the Reporting Persons would
beneficially own the following percentage of the Common Stock
issued and outstanding (giving effect to the simultaneous
conversion of all 5,000,000 shares of Preferred Stock, as would
occur under the Certificate of Designations): Mr. Kukwa-Lemmerz,
6.4%; Mrs. Kukwa-Lemmerz, 3.1%; Mrs. Kruger-Pressl, 3.1%; Mrs.
Lemmerz, 11.8%; and HKL, 0.0%. If the Reporting Persons were
deemed to be a group, or if Mr. Kukwa-Lemmerz were deemed to
share beneficial ownership of the shares held by his wife, Mrs.
Kruger-Pressl and Mrs. Lemmerz, and if the Reporting Persons were
deemed currently to beneficially own the shares of Common Stock
into which the Preferred Stock will be converted, all of which
are expressly disclaimed, then the Reporting Persons or Mr.
Kukwa-Lemmerz would be deemed to own approximately 24.3% of the
Common Stock then issued and outstanding.
(c) During the last sixty days, the only transactions in
Common Stock effected by the Reporting Persons were the purchases
by each of Mrs. Kukwa-Lemmerz and Mrs. Kruger-
Page 11 of 32 Pages
<PAGE>
Pressl of 814,400 shares of Common Stock from a stockholder as
described herein at a price of $30.00 per share.
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
As described above, the Lemmerz Stockholders are
parties to the Purchase Agreement and the Stockholders Agreement
and the Reporting Persons are parties to the Option Agreement. In
addition, Mr. Kukwa-Lemmerz was granted the proxies described
above.
In addition, in connection with the Transaction, the
Issuer entered into a Consulting Agreement with each of Mr.
Kukwa-Lemmerz and HKL (the "Consulting Agreements"). In
accordance with the Purchase Agreement and the Consulting
Agreements, upon consummation of the Transaction, Mr.
Kukwa-Lemmerz retired from his positions with Lemmerz Holding
GmbH and its subsidiaries and each of Mr. Kukwa-Lemmerz and HKL
was engaged as a consultant to the Issuer. Pursuant to the
Consulting Agreements, among other things, the Issuer granted to
Mr. Kukwa-Lemmerz an option to acquire 100,000 shares of Common
Stock, and granted to HKL an option to acquire 150,000 shares of
Common Stock, in each case at an exercise price of $16 per share.
These options are not currently exercisable and, pursuant to the
Consulting Agreements, will only become exercisable at the rate
of 20% annually on each of the first through fifth anniversaries
of the consummation of the Transaction.
A copy of the Consulting Agreements are Exhibits 8 and
9 hereto and the description of the provisions thereof contained
in this Statement is qualified in its entirety by reference to
the Consulting Agreements, which are incorporated herein by this
reference.
Except for the agreements described herein, none of
the Reporting Persons has any contract, arrangement,
understanding or relationship with any person with respect to any
securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 - Joint Filing Agreement, dated August 1, 1997,
among the Reporting Persons.
Exhibit 2 - Power of Attorney.
Exhibit 3 - The Purchase Agreement. [Incorporated by
reference to Exhibit 2 to the Current Report on
Form 8-K of the Issuer dated June 6, 1997.]
Exhibit 4 - The Option Agreement.
Exhibit 5 - The Stockholders Agreement. [Incorporated by
Page 12 of 32 Pages
<PAGE>
reference to Exhibit 10.1 to the Current Report
on Form 8-K of the Issuer dated June 30, 1997.]
Exhibit 6 - The Certificate of Designations. [Incorporated by
reference to Exhibit 4.2 to the Current Report on
Form 8-K of the Issuer dated June 30, 1997.]
Exhibit 7 - Form of Proxy.
Exhibit 8 - Consulting Agreement between the Issuer and Mr.
Kukwa-Lemmerz. [Incorporated by reference to
Exhibit 10.2 to the Current Report on Form 8-K of
the Issuer dated June 6, 1997.]
Exhibit 9 - Consulting Agreement between the Issuer and HKL.
[Incorporated by reference to Exhibit 10.1 to the
Current Report on Form 8-K of the Issuer dated June
6, 1997.]
Page 13 of 32 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and the best of its knowledge and
belief, each of the undersigned certifies that the information
set forth in the statement is true, complete and correct.
Dated: August 1, 1997
-------------------
/s/ Horst Kukwa-Lemmerz /s/ Inge Kruger-Pressl
- ------------------------- -------------------------
Horst Kukwa-Lemmerz Inge Kruger-Pressl
/s/ Renate Kukwa-Lemmerz /s/ Marianne Lemmerz
- ------------------------- -------------------------
Renate Kukwa-Lemmerz Marianne Lemmerz
H.K.L., L.L.C.
/s/ Horst Kukwa-Lemmerz
-------------------------
By: Horst Kukwa-Lemmerz
Page 14 of 32 Pages
<PAGE>
EXHIBIT INDEX
Exhibit Page
Number Description Number
- ------ ----------- ------
1 The Joint Filing Agreement, dated August 1, 1997, 16
among the Reporting Persons.
2 Power of Attorney. 17
3 The Purchase Agreement. [Incorporated by reference
to Exhibit 2 to the Current Report on Form 8-K of
the Issuer dated June 6, 1997.]
4 The Option Agreement. 18
5 The Stockholders Agreement. [Incorporated by
reference to Exhibit 10.1 to the Current Report
on Form 8-K of the Issuer dated June 30, 1997.]
6 The Certificate of Designations. [Incorporated
by reference to Exhibit 4.2 to the Current Report
on Form 8-K of the Issuer dated June 30, 1997.]
7 Form of Proxy. 31
8 Consulting Agreement between the Issuer and
Mr. Kukwa-Lemmerz. [Incorporated by reference
to Exhibit 10.2 to the Current Report on Form 8-K
of the Issuer dated June 6, 1997.]
9 Consulting Agreement between the Issuer and HKL.
[Incorporated by reference to Exhibit 10.1 to the
Current Report on Form 8-K of the Issuer dated
June 6, 1997.]
Page 15 of 32 Pages
Exhibit 1
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
1st day of August, 1997.
/s/ Horst Kukwa-Lemmerz /s/ Inge Kruger-Pressl
- ------------------------------ ------------------------------
Horst Kukwa-Lemmerz Inge Kruger-Pressl
/s/ Renate Kukwa-Lemmerz /s/ Marianne Lemmerz
- ------------------------------ ------------------------------
Renate Kukwa-Lemmerz Marianne Lemmerz
H.K.L., L.L.C.
/s/ Horst Kukwa-Lemmerz
------------------------------
By: Horst Kukwa-Lemmerz
Page 16 of 32 Pages
Exhibit 2
Power of Attorney
Each of the undersigned hereby authorizes Horst
Kukwa-Lemmerz to sign and cause to be filed on behalf of the
undersigned the Statement on Schedule 13D and any and all
amendments thereto with respect to the shares of Common Stock of
Hayes Wheels International, Inc.
Date: August 1, 1997
/s/ Renate Kukwa-Lemmerz
---------------------------------
Renate Kukwa-Lemmerz
/s/ Inge Kruger-Pressl
---------------------------------
Inge Kruger-Pressl
/s/ Marianne Lemmerz
---------------------------------
Marianne Lemmerz
Page 17 of 32 Pages
Exhibit 4
OPTION AGREEMENT
AMONG
HAYES WHEELS INTERNATIONAL, INC.,
RENATE KUKWA-LEMMERZ
AND
INGE KRUGER-PRESSL
DATED AS OF
JULY 30, 1997
Page 18 of 32 Pages
<PAGE>
OPTION AGREEMENT
OPTION AGREEMENT, dated as of July 30, 1997 (the
"Agreement"), among:
A. Hayes Wheels International, Inc., a corporation
organized under the laws of the State of Delaware ("HWI");
B. Renate Kukwa-Lemmerz, an individual residing
in the Federal Republic of Germany; and
C. Inge Kruger-Pressl, an individual residing in
the Federal Republic of Germany.
Renate Kukwa-Lemmerz and Inge Kruger-Pressl are
referred to herein, individually, as a "Stockholder" and,
together, as the "Stockholders." HWI and the Stockholders are
referred to herein, individually, as a "Party" and, collectively,
as the "Parties."
WHEREAS, the Stockholders own 1,628,800 shares (the
"Shares") of Common Stock, par value $.01 per share, of HWI
("Common Stock"), free and clear of any and all Liens (as defined
herein);
NOW, THEREFORE, in consideration of the foregoing, and
of the mutual covenants and agreements set forth herein, the
Parties hereby agree as follows:
ARTICLE I
OPTION
Section 1 Grant of Option. Each Stockholder hereby
grants to HWI an irrevocable option (the "Option") to:
(a) purchase all of the Shares held by such Stockholder
("Purchase Option"); or
(b) require such Stockholder to include all of the
Shares held by such Stockholder ("Call Option") in any public
offering of equity securities of HWI (a "Public Offering");
in each case, on the terms and subject to the conditions set forth
herein.
Page 19 of 32 Pages
<PAGE>
Section 2 Exercise of Option.
(a) At any time prior to the termination of this
Agreement, HWI may exercise the Option, in whole but not in part,
by giving written notice of such exercise (the "Exercise Notice")
to the Stockholders at least ten days prior to the date (the
"Option Closing Date") for the closing of any purchase and sale
of the Shares pursuant to the Option (the "Closing"). The Closing
shall take place at the offices of Skadden, Arps, Slate, Meagher
& Flom, 919 Third Avenue, New York, New York, at 10:00 a.m.,
local time, on the day specified in such notice or at such other
place, and at such other time or date as the Parties may agree.
At the Closing, each Stockholder shall deliver the number of
Shares specified in the Exercise Notice and held by such
Stockholder by delivery of certificates evidencing such Shares,
properly endorsed by such Stockholder and accompanied by such
stock powers and other documents as may be necessary to transfer
record ownership of such Shares on the stock transfer books of
HWI, against payment therefor as specified in Section 1.3.
Notwithstanding any Exercise Notice hereunder, the Company shall
not be deemed to have exercised the Purchase Option or the Call
Option unless and until the Closing shall have occurred
hereunder.
(b) Notwithstanding any provision hereof to the
contrary, each of HWI's right to exercise, and each Stockholder's
obligation to sell any Shares pursuant to, the Option hereunder
is subject to the conditions that (i) any Closing with respect to
such Shares must take place (A) on or prior to November 30, 1997
and (B) in connection with a Public Offering for a number of
shares at least equal to the number of Shares and (ii) the
requisite consent under the Stockholders Agreement (as defined
below) shall have been obtained.
Section 3 Purchase Price.
(a) At the Closing of the Purchase Option exercise,
HWI shall deliver to each Stockholder funds in an aggregate
amount equal to (a) $30 multiplied by (b) the total number of
Shares sold by such Stockholder to HWI (the "Purchase Option
Price"), by wire transfer of New York Clearing House funds to an
account designated by such Stockholder in writing at least three
days prior to the Closing Date.
(b) At the Closing of the Call Option exercise:
(i) in the event that the net proceeds per share
("Net Proceeds Per Share") payable by the underwriters in respect
of each Share sold in a Public Offering pursuant to the Call
Option is less than $30, HWI shall deliver to such Stockholder
funds in an aggregate amount equal to (A) the amount by which $30
is greater than such Net Proceeds Per Share multiplied by (B) the
total number of Shares sold by such Stockholder in the Public
Offering pursuant to the Call Option, by wire transfer of New
Page 20 of 32 Pages
<PAGE>
York Clearing House funds to an account designated by such
Stockholder in writing at least three days prior to the Closing
Date; and
(ii) in the event that the Net Proceeds Per Share
payable by the underwriters in respect of each Share sold in a
Public Offering pursuant to the Call Option is greater than $30,
then such Stockholder shall cause the underwriters of such Public
Offering to deliver to HWI funds in an aggregate amount equal to
(A) the amount by which such Net Proceeds Per Share is greater
than $30 multiplied by (B) the total number of Shares sold by
such Stockholder in the Public Offering pursuant to the Call
Option, by wire transfer of New York Clearing House funds to an
account designated by HWI in writing at least three days prior to
the Closing Date. In no event and under no circumstances shall
any Stockholder be entitled to receive more than $30 for any
Share sold in a Public Offering pursuant to any Call Option.
Section 4 Adjustments. If at any time the outstanding
shares of Common Stock are changed into a different number of shares
or a different class by reason of any reclassification,
recapitalization, split-up, combination, exchange of shares or
readjustment or if a stock dividend therein is declared with a
record date prior to the termination of this Agreement, then the
number of Shares subject to the Option and the applicable per
Share consideration to be paid by HWI upon exercise of the Option
(but not the total purchase price) shall be appropriately and
equitably adjusted.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
OF EACH STOCKHOLDER
Each Stockholder, as to herself, hereby represents and
warrants to HWI as follows:
Section 1 Authority. Such Stockholder has the requisite
power, capacity and authority to execute and deliver this Agreement,
to perform her obligations hereunder and to consummate the
transactions contemplated hereby. This Agreement has been duly
executed and delivered by such Stockholder and, assuming the due
authorization, execution and delivery hereof by HWI, constitutes
the valid and binding obligation of such Stockholder, enforceable
against such Stockholder in accordance with its terms.
Section 2 Title to Shares.
(a) Such Stockholder has good and marketable title to
the number of Shares set forth opposite such Stockholder's name
in Annex 1, free and clear of any and all liens, encumbrances,
security interests, mortgages or pledges (collectively, "Liens").
Page 21 of 32 Pages
<PAGE>
(b) At any Closing, with respect to each Share to be
sold, assigned, transferred and conveyed by such Stockholder,
upon delivery and payment to such Stockholder of the Purchase
Option Price or the Net Proceeds Per Share, as the case may be,
for such Share in accordance with Article II hereof, the
purchaser thereof will acquire good and valid title to such
Share, free and clear of any and all Liens.
Section 3 No Violation; Consents and Approvals.
(a) The execution and delivery of this Agreement by
such Stockholder do not, and the performance of this Agreement by
such Stockholder and the consummation of the transactions
contemplated hereby will not, (i) conflict with or violate any
law, order, judgment or decree applicable to such Stockholder, or
(ii) other than the Amended and Restated Stockholders Agreement
dated as of June 30, 1997 (the "Stockholders Agreement"), result
in any breach of, or constitute a default (or an event that with
notice or lapse of time or both would constitute a default) under
any agreement to which such Stockholder is a party.
(b) The execution and delivery of this Agreement by such
Stockholder do not, and the performance by such Stockholder of
this Agreement and the consummation of the transactions
contemplated hereby will not, require such Stockholder to obtain
any consent, approval, waiver, authorization or permit of, or to
make any filing or registration with or notification to
("Consent"), any nation or government, or any state or other
political subdivision thereof, any entity, authority or body
exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government,
including any government authority, agency, department, board,
commission or instrumentality of the United States, any state of
the United States or any political subdivision thereof, the
Federal Republic of Germany or any political subdivision thereof,
or any other nation, or any court, tribunal or arbitrator
("Governmental Entity"), or any third party, other than under the
Stockholders Agreement and under federal and state securities
laws.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF HWI
HWI hereby represents and warrants to the Stockholders
as follows:
Section 1 Corporate Organization; Subsidiaries. HWI is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware.
Section 2 Authorization; No Violation; Consents
and Approvals.
Page 22 of 32 Pages
<PAGE>
(a) HWI has the requisite corporate power and
corporate authority to execute and deliver this Agreement, to
perform its obligations hereunder and to consummate the
transactions contemplated hereby. Other than filings under
federal and state securities laws, the execution, delivery and
performance of this Agreement, and the consummation of the
transactions contemplated hereby, have been duly authorized by
the Board of Directors of HWI and no other corporate proceeding
on the part of HWI is required to authorize the execution,
delivery and performance hereof, and the consummation of the
transactions contemplated hereby. This Agreement has been duly
executed and delivered by HWI and, assuming the due
authorization, execution and delivery hereof by each Stockholder,
constitutes the valid and binding obligation of HWI, enforceable
against HWI in accordance with its terms.
(b) The execution and delivery of this Agreement by
HWI do not, and the performance of this Agreement by HWI and the
consummation of the transactions contemplated hereby, will not,
(i) conflict with or violate the certificate of incorporation or
by-laws, in each case as amended or restated to date, of HWI,
(ii) conflict with or violate any law, judgment, order or decree
applicable to HWI, or (iii) other than the Stockholders
Agreement, result in any breach of, or constitute a default (or
an event that with notice or lapse of time or both would
constitute a default) under any agreement to which HWI is a
party, other than, with respect to clause (iii) above, such
conflicts, violations, breaches and defaults as could not
reasonably be expected, individually or in the aggregate, to
impair in any material respect HWI's ability to perform its
obligations hereunder or to consummate the transactions
contemplated hereby.
(c) The execution and delivery of this Agreement by
HWI do not, and the performance by HWI of this Agreement and the
consummation of the transactions contemplated hereby, will not,
require HWI to obtain any Consent of any Governmental Entity, or
any third party, except for the Stockholders Agreement, under
federal and state securities laws and such Consents, the failure
of which to obtain or make could not reasonably be expected,
individually or in the aggregate, to impair in any material
respect HWI's ability to perform its obligations hereunder or to
consummate the transactions contemplated hereby.
ARTICLE IV
COVENANTS OF THE PARTIES
Section 1 Information from the Stockholders. The Stock-
holders shall use their respective reasonable best efforts promptly
to provide HWI with all information concerning the Stockholders
requested by HWI and required to be included in the registration
statement relating to any Public Offering in which Shares are to
be sold.
Page 23 of 32 Pages
<PAGE>
Section 2 Cooperation; Further Action. In the event that,
prior to or after the Closing, any action is necessary or
desirable to carry out the purposes of this Agreement, including
entering into any customary agreements with underwriters of any
Public Offering in which the Shares are included, each Party
shall take, and shall cause its directors, officers, employees,
representatives (including, in the case of the Stockholders,
their director designees on the Board of Directors of HWI) and
agents, as the case may be, to take, all such necessary actions
including the execution and delivery of such further instruments
and documents as may reasonably be requested by any Party for
such purposes or otherwise to complete or perfect the
transactions contemplated hereby. The Stockholders agree to fully
cooperate with HWI and the underwriters of any Public Offering in
which the Shares are included.
Section 3 Legend. Upon execution and delivery of this
Agreement, the Stockholders shall promptly after the date hereof
submit to HWI the stock certificate or stock certificates
representing the Shares and substantially the following legend
shall be placed thereon:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
TO THE TERMS AND CONDITIONS OF THE OPTION AGREEMENT
DATED AS OF JULY 30, 1997 AMONG HAYES WHEELS
INTERNATIONAL, INC., RENATE KUKWA-LEMMERZ AND INGE
KRUGER-PRESSL, A COPY OF WHICH IS ON FILE WITH THE
SECRETARY OF HAYES WHEELS INTERNATIONAL, INC. AND IS
AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST
THEREFOR.
Section 4 Stockholders Agreement. Each Party, and each
of Marianne Lemmerz and Horst Kukwa-Lemmerz, hereby irrevocably
consents to the transactions contemplated hereby for purposes of
the Stockholders Agreement; and HWI shall use its reasonable best
efforts to obtain the required consent under the Stockholders
Agreement from each other party thereto.
Section 5 Mutual Release. To the fullest extent permitted by
applicable law, each Party, and the respective directors, officers,
employees, representatives, agents, successors and permitted assigns
of any Party, if any, and each of Marianne Lemmerz, Horst Kukwa-
Lemmerz and H.K.L., L.L.C., hereby irrevocably and unconditionally
releases and discharges each other Party, and each of Marianne
Lemmerz, Horst Kukwa-Lemmerz and H.K.L., L.L.C., and the respective
directors, officers, employees, representatives, agents,
successors and permitted assigns of any Party, if any, from any
and all liability which such person or entity now has or may
hereafter have against any such other person or entity, and to
the extent applicable, any of its directors, officers,
Page 24 of 32 Pages
<PAGE>
employees, representatives or agents, arising out of, based
upon or relating to the purchase by the Stockholders of the
Shares from K-H Corporation pursuant to the letter agreement
dated July 23, 1997, a true, correct and complete copy of which
has been furnished to HWI, or the transactions expressly provided
for herein.
ARTICLE V
TERMINATION
Section 1 Termination. This Agreement shall terminate at
the earlier of (a) 11:59 p.m., New York City time, on November 30,
1997 or (b) immediately following any Closing hereunder.
Section 2 Effect of Termination. Upon termination of
this Agreement pursuant to this Article V, this Agreement and the
transactions contemplated hereby shall be deemed abandoned (and
HWI shall promptly deliver to the Stockholders a certificate or
certificates representing the Shares not theretofore sold
hereunder without the legend thereon described in Section 4.3)
and this Agreement shall forthwith become null and void, except
that the provisions of Sections 4.4 and 4.5 and Article V shall
survive any termination of this Agreement; provided, however,
that nothing in this Agreement shall relieve any party from
liability for any willful breach of this Agreement.
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 1 Amendment and Modification. This Agreement may
be amended, modified or supplemented only by written agreement of
all Parties.
Section 2 Notices. All notices and other communications
required or permitted hereunder shall be in writing and shall be
deemed to have been duly given on the date delivered, if
delivered personally, on the fifth business day after being
mailed by registered or certified international airmail (postage
prepaid, return receipt requested) or on the second business day
after being sent by reputable overnight courier (delivery
prepaid), in each case, to the parties at the following
addresses, or on the date sent and confirmed by electronic
transmission to the telecopier number specified below (or at such
other address or telecopier number for a party as shall be
specified by notice given in accordance with this Section):
(a) if to any Stockholder, to:
Herrn Horst-Kukwa Lemmerz
Page 25 of 32 Pages
<PAGE>
c/o Lemmerz Holding GmbH
Postfach 1125
53621 Konigswinter
Federal Republic of Germany
Tel: +49-2223-71-0
Fax: +49-2223-71-620
with a copy to:
Meilicke & Partner
Attention: Dr. Wienand Meilicke
Poppelsdorfer Allee 106
53115 Bonn,
Federal Republic of Germany
Tel: +49-228-72543-0
Fax: +49-228-72543-10
and
Cleary, Gottlieb, Steen & Hamilton
Attention: William A. Groll, Esq.
1 Liberty Plaza
New York, New York 10006
U.S.A.
Tel: +1-212-225-2142
Fax: +1-212-225-3999
(b) if to HWI, to:
Hayes Wheels International, Inc.
Attention: Daniel M. Sandberg, Esq.
38481 Huron River Drive
Romulus, Michigan 48174
U.S.A.
Tel: +1-313-941-8065
Fax: +1-313-942-5199
Page 26 of 32 Pages
<PAGE>
with a copy to:
Skadden, Arps, Slate, Meagher & Flom LLP
Attention: Robert B. Pincus, Esq.
One Rodney Square
Wilmington, Delaware 19801
U.S.A.
Tel: +1-302-651-3000
Fax: +1-302-651-3001
Section 3 Parties in Interest; Assignment. This Agreement
shall be binding upon and inure solely to the benefit of each Party
hereto and its respective successors and permitted assigns, and
except for Section 4.4 and 4.5 hereof, no provision of this
Agreement, express or implied, is intended to or shall confer
upon any other person or entity any right, benefit or remedy of
any nature whatsoever under or by reason of this Agreement.
Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned, directly or indirectly,
by any Party without the prior written consent of the other
Parties.
Section 4 Counterparts. This Agreement may be executed
in counterparts, each of which when executed shall be deemed to be
an original and all of which taken together shall constitute one
and the same agreement.
Section 5 Interpretation. The article and section
headings contained in this Agreement are solely for the purpose
of reference, are not part of the agreement of the Parties and
shall not in any way affect the meaning or interpretation of this
Agreement.
Section 6 Entire Agreement. This Agreement constitutes
the entire agreement of the Parties and supersedes all prior
agreements and undertakings, both written and oral, between or
among the Parties, or any of them, with respect to the subject
matter hereof.
Section 7 Specific Performance. Each Party hereto
acknowledges that money damages would be both incalculable and an
insufficient remedy for any breach of this Agreement by such
Party and that any such breach of this Agreement would cause the
other Party or Parties hereto irreparable harm. Accordingly, each
Party hereto also agrees that, in the event of any breach or
threatened breach of the provisions of this Agreement by such
Party, the other Party or Parties hereto shall be entitled to
equitable relief without the requirement of posting a bond or
other security, including in the form
Page 27 of 32 Pages
<PAGE>
of injunctions and orders for specific performance, in addition
to all other remedies available to such other Parties at law
or in equity.
Section 8 Governing Law. This Agreement shall be governed
by the laws of the State of New York, without regard to conflicts of
law principles.
[SIGNATURE PAGE FOLLOWS]
Page 28 of 32 Pages
<PAGE>
IN WITNESS WHEREOF, HWI and each Stockholder have duly
executed and delivered this Agreement as of the day and year
first written above.
HAYES WHEELS INTERNATIONAL, INC.
By: /s/ Daniel M. Sandberg
-----------------------------
Name: Daniel M. Sandberg
Title: Vice President
/s/ Renate Kukwa-Lemmerz
--------------------------------
Renate Kukwa-Lemmerz
/s/ Inge Kruger-Pressl
--------------------------------
Inge Kruger-Pressl
ACKNOWLEDGED AND AGREED
(solely for purposes of
Sections 4.4 and 4.5 hereof):
/s/ Marianne Lemmerz
- ---------------------------
Marianne Lemmerz
/s/ Horst Kukwa-Lemmerz
- ---------------------------
Horst Kukwa-Lemmerz
ACKNOWLEDGED AND AGREED
(solely for purposes of Section 4.5):
H.K.L., L.L.C.
By: /s/ Horst Kukwa-Lemmerz
-----------------------------------
Horst Kukwa-Lemmerz
Page 29 of 32 Pages
<PAGE>
ANNEX I
Ownership of Shares
Holder Number of Shares
------ ----------------
Renate Kukwa-Lemmerz 814,400
Inge Kruger-Pressl 814,400
Page 30 of 32 Pages
Exhibit 7
Irrevocable Proxy
The undersigned stockholder of Hayes Wheels
International, Inc., a Delaware corporation (the "Company"),
hereby irrevocably appoints Messrs. Horst Kukwa-Lemmerz, Wienand
Meilicke and William Groll, or any other designee of Mr.
Kukwa-Lemmerz, the attorneys-in-fact and proxies of the
undersigned, each with full power of substitution, to attend any
meeting (whether annual or special or both) of the stockholders
of the Company, including any adjournment or postponement
thereof, on behalf of the undersigned, and at such meeting, with
respect to all shares of common stock, par value $.01 per share,
of the Company ("Company Common Stock") owned by the undersigned
on the date hereof and all shares of Company Common Stock or
preferred stock of the Company acquired hereafter that are
entitled to vote at such meeting or over which the undersigned
has voting power (and any and all other shares of Company Common
Stock and preferred stock of the Company or other securities
issued on or after the date hereof in respect of any such
shares), including, without limitation, the shares of Company
Common Stock indicated in the last paragraph of this proxy to
vote (A) in favor of the approval and adoption of (i) the
issuance of the shares of Company Common Stock into which the
shares of Series A Convertible Participating preferred stock, par
value $.01 per share, of the Company ("Series A Preferred Stock")
issued and delivered to the Lemmerz Shareholders (as defined
below) pursuant to the Purchase Agreement (the "Purchase
Agreement"), dated as of the date hereof, among the Company,
Cromodora S.p.A., Lemmerz Holding GmbH ("Lemmerz Holding") and
the shareholders of Lemmerz Holding (the "Lemmerz Shareholders")
will be convertible and (ii) the amendment of the Restated
Certificate of Incorporation of the Company to change the name of
the Company to Hayes Lemmerz International Inc. (collectively,
the "Stockholder Approval Matters") and (B) as recommended by the
Board of Directors of the Company on all other matters brought
before the Company stockholders at any such meeting or, if the
Board shall not make such a recommendation on any such matter, in
the same manner as the proxy holders appointed by the Board shall
vote.
The undersigned affirms that this proxy is issued in
connection with the Purchase Agreement to facilitate the
transactions contemplated thereunder and in consideration of the
Lemmerz Shareholders entering into the Purchase Agreement and as
such is coupled with an interest and is irrevocable. This proxy
will terminate upon the earlier to occur of (1) approval and
adoption by the Company stockholders of the Stockholder Approval
Matters, (2) the termination of the Purchase Agreement in
accordance with its terms and (3) any failure by the attorneys
and proxies appointed hereby or their substitutes to attend a
stockholders' meeting upon duly given notice and vote as
specified in clauses (A) and (B) above.
By execution and delivery of this proxy, the
undersigned agrees that until the termination of this proxy, it
will not sell, transfer or otherwise dispose of any shares of
Company Common Stock or preferred stock of the Company owned by
the undersigned unless the purchaser or transferee of such shares
agrees in writing (a copy of which shall be delivered by the
undersigned to the Lemmerz Shareholders) prior to such sale,
transfer or disposition to be bound by and subject to the
provisions contained in this proxy.
Page 31 of 32 Pages
<PAGE>
All authority herein conferred or agreed to be conferred
shall survive the dissolution or liquidation of the undersigned
and any obligation of the undersigned hereunder shall be binding
upon the successors and assigns of the undersigned. This proxy
revokes any and all other proxies heretofore granted by the
undersigned to vote or otherwise to act with respect to any of
the shares to which this proxy relates. The undersigned will not
give any subsequent proxy (and such proxy if given will be deemed
not to be effective) with respect to such shares that purports to
grant authority within the scope of the authority hereby
conferred, except on the express condition that such proxy shall
not be effective unless and until this proxy shall have
terminated in accordance with its terms. This proxy shall be
governed by the laws of the State of Delaware.
As of the date hereof, the undersigned owns or
possesses voting power with respect to __________________ shares
of Company Common Stock.
[Name of Entity]
By:___________________________
Name:
Title:
Dated:__________________, 1997
Page 32 of 32 Pages
