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)
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)
August 20, 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 13 Pages
Exhibit Index Appears on Page 11
<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 1,750,000
SHARES ------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH ------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,750,000
WITH ------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,750,000
- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ x ]
- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
Page 2 of 13 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 25,000
SHARES ------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH ------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 25,000
WITH ------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,000
- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ x ]
- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
Page 3 of 13 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 25,000
SHARES ------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH ------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 25,000
WITH ------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,000
- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ x ]
- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
Page 4 of 13 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 3,200,000
SHARES ------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH ------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 3,200,000
WITH ------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,200,000
- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ x ]
- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%
- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
Page 5 of 13 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 13 Pages
<PAGE>
This Amendment No. 1 (this "Amendment") amends and
supplements the Schedule 13D filed on August 4, 1997 (the
"Schedule 13D") by Horst Kukwa-Lemmerz, Renate Kukwa-Lemmerz,
Inge Kruger-Pressl, Marianne Lemmerz and H.K.L., L.L.C. with
respect to the common stock, par value $.01 per share ("Common
Stock"), of Hayes Wheels International, Inc. (the "Issuer"). All
capitalized terms used in this Amendment and not otherwise
defined herein have the meanings ascribed to such terms in the
Schedule 13D. Only those Items that are amended or supplemented
are reported herein.
Item 4. Purpose of Transaction.
The Issuer exercised its right under the Option Agreement,
previously described in the Schedule 13D, to require both of Mrs.
Kukwa-Lemmerz and Mrs. Kruger-Pressl to sell the aggregate
1,628,800 shares of Common Stock subject to the Option Agreement.
As required by such exercise, on August 20, 1997, Mrs.
Kukwa-Lemmerz and Mrs. Kruger-Pressl entered into a U.S. Purchase
Agreement (the "U.S. Purchase Agreement") with Merrill Lynch &
Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bear,
Stearns & Co. Inc. and Goldman Sachs & Co. (the "U.S.
Underwriters") and an International Purchase Agreement (the
"International Purchase Agreement" and, collectively with the
U.S. Purchase Agreement, the "Underwriting Agreements") with
Merrill Lynch International, Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Bear, Stearns International Limited and
Goldman Sachs International (collectively, with the U.S.
Underwriters, the "Underwriters"). Pursuant to the Underwriting
Agreements and the Option Agreement each of Mrs. Kukwa-Lemmerz
and Mrs. Kruger-Pressl sold the 814,400 shares of Common Stock
subject to the Option Agreement at a price of $30.00 per share as
part of the Issuer's public offering of shares of Common Stock.
The closing of the sale occurred on August 26, 1997. A copy of
the forms of Underwriting Agreements are Exhibits 10 and 11
hereto and the description of the provisions thereof contained in
this Amendment is qualified in its entirety by reference to such
forms, which are incorporated herein by this reference.
In connection with the Issuer's offering, each of the
Lemmerz Stockholders was requested to, and on August 20, 1997
did, enter into a letter agreement with the Underwriters (a
"Lock-Up Agreement") pursuant to which such Lemmerz Stockholder
agreed, during the period from the date of the prospectuses
relating to the offering to the date which is 120 days
thereafter, not to sell, offer to sell, grant any option for the
sale of or otherwise dispose of any shares of Common Stock or any
securities convertible into or exchangeable or exercisable for
Common Stock (other than, in the case of Mrs. Kukwa-Lemmerz and
Mrs. Kruger-Pressl, the 1,628,800 shares of Common Stock sold
pursuant to the Underwriting Agreements or, in the case of the
Lemmerz Stockholders, any shares of Common Stock issued upon
conversion of the shares of Preferred Stock). A copy of the form
of Lock-Up Agreement is Exhibit 12 hereto and the description of
the provisions thereof contained in this Amendment is qualified
in its entirety by reference to such form, which is incorporated
herein by this reference.
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
Page 7 of 13 Pages
<PAGE>
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.
Item 5. Interest in Securities of the Issuer.
(a) and (b) To the best knowledge of the Reporting
Persons, there are 24,382,194 shares of Common Stock outstanding
(as described in the Issuer's Prospectus relating to the offering
filed with the Commission on August 21, 1997, after giving effect
to the issuance and sale of 2,000,000 shares of Common Stock in
the offering by the Company and the issuance of 150,702 shares of
Common Stock upon exercise of options held by another stockholder
selling such shares in the offering).
The Reporting Persons have learned that the Issuer
plans to hold its Annual Meeting on October 22, 1997, at which it
is anticipated a vote of stockholders will be taken to approve
the issuance of Common Stock to the Lemmerz Stockholders upon
conversion of their Preferred Stock. In light of the proxies held
by Mr. Kukwa-Lemmerz to vote in favor of such issuance at such
Annual Meeting, it now appears that the Preferred Stock is
convertible into Common Stock within 60 days from the date of
this Amendment. Accordingly, the Reporting Persons may be deemed
currently to 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 Exchange Act.
As a result, the Reporting Persons 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, 6.0%; Mrs. Kukwa-Lemmerz, 0.1%;
Mrs. Kruger-Pressl, 0.1%; Mrs. Lemmerz, 10.9%; 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, all
of which are expressly disclaimed, then the Reporting Persons or
Mr. Kukwa-Lemmerz would be deemed to own approximately 17.0% of
the Common Stock issued and outstanding. Subject to the
limitations of the agreements described in the Schedule 13D, each
of the Lemmerz Stockholders 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 him or
her.
(c) As described above, on August 20, 1997, each of
Mrs. Kukwa-Lemmerz and Mrs. Kruger-Pressl sold 814,400 shares of
Common Stock at a price of $30.00 per share in connection with
the Issuer's public offering of Common Stock, which sale was
consummated on August 26, 1997.
(d) and (e) Not applicable.
Page 8 of 13 Pages
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
As described above, Mrs. Kukwa-Lemmerz and Mrs.
Kruger-Pressl are parties to the Underwriting Agreements and the
Lemmerz Stockholders are each party to a Lock-Up Agreement.
Item 7. Material to be Filed as Exhibits.
Exhibit 10 - Form of U.S. Purchase Agreement. [Incorporated
by reference to Exhibit 1.1 to Amendment No. 2 to
the Registration Statement on Form S-3 of the
Issuer dated August 18, 1997.]
Exhibit 11 - Form of International Purchase Agreement.
[Incorporated by reference to Exhibit 1.2 to
Amendment No. 2 to the Registration Statement on
Form S-3 of the Issuer dated August 18, 1997.]
Exhibit 12 - Form of Lock-Up Agreement.
Page 9 of 13 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 26, 1997
-------------------
/s/ Horst Kukwa-Lemmerz /s/ Horst Kukwa-Lemmerz
- ------------------------- --------------------------
Horst Kukwa-Lemmerz Inge Kruger-Pressl
By: Horst Kukwa-Lemmerz,
Attorney-in-Fact
/s/ Horst Kukwa-Lemmerz /s/ Horst Kukwa-Lemmerz
- ------------------------- --------------------------
Renate Kukwa-Lemmerz Marianne Lemmerz
By: Horst Kukwa-Lemmerz, By: Horst Kukwa-Lemmerz,
Attorney-in-Fact Attorney-in-Fact
H.K.L., L.L.C.
/s/ Horst Kukwa-Lemmerz
--------------------------
By: Horst Kukwa-Lemmerz
Page 10 of 13 Pages
<PAGE>
EXHIBIT INDEX
Exhibit Page
Number Description Number
- ------ ----------- ------
1 The Joint Filing Agreement, dated August 1, *
1997, among the Reporting Persons.
2 Power of Attorney. *
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. *
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. *
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.]
10 The U.S. Purchase Agreement. [Incorporated by
reference to Exhibit 1.1 to Amendment No. 2 to the
Registration Statement on Form S-3 of the Issuer
dated August 18, 1997.]
11 The International Purchase Agreement. [Incorporated
by reference to Exhibit 1.2 to Amendment No. 2 to
the Registration Statement on Form S-3 of the Issuer
dated August 18, 1997.]
12 Form of Lock-Up Agreement. 12
- -------------
* Previously filed.
Page 11 of 13 Pages
Exhibit 12
August __, 1997
MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated,
BEAR, STEARNS & CO. INC.
GOLDMAN, SACHS & CO.
MERRILL LYNCH INTERNATIONAL
BEAR, STEARNS INTERNATIONAL LIMITED
GOLDMAN SACHS INTERNATIONAL
c/o Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
North Tower
World Financial Center
New York, New York 10281-1209
Re: Proposed Public Offering by Hayes Wheels International, Inc.
Dear Sirs:
The undersigned, a stockholder of Hayes Wheels
International, Inc., a Delaware corporation (the "Company"),
understands that Merrill Lynch & Co. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("Merrill Lynch"), Bear, Stearns &
Co. Inc. and Goldman, Sachs & Co. propose to enter into a U.S.
Purchase Agreement (the "U.S. Purchase Agreement") with the
Company and the Selling Shareholders named therein providing for
the public offering of shares of the Company's common stock, par
value $.01 per share (the "Common Stock"). Simultaneously,
Merrill Lynch International, Bear, Stearns International Limited
and Goldman Sachs International propose to enter into an
International Purchase Agreement (the "International Purchase
Agreement" and, together with the U.S. Purchase Agreement, the
"Purchase Agreements") with the Company and the Selling
Shareholders named therein providing for the public offering of
shares of Common Stock. Capitalized terms used herein without
definition shall have the meanings assigned thereto in the
Purchase Agreements. In recognition of the benefit that such
offerings will confer upon the undersigned as a stockholder of
the Company, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
undersigned agrees with each Underwriter that, during the period
from the date of the Prospectuses to the date which is 120 days
thereafter, the undersigned will not, without the prior written
consent of the Global Coordinator, directly or indirectly, sell,
offer to sell, grant any option for the sale of, or otherwise
dispose of, any shares of the Common Stock or any securities
convertible into or exchangeable or exercisable for Common Stock,
whether now owned or hereafter acquired by the undersigned or
with respect to which the undersigned has or hereafter acquires
the power of disposition. The foregoing sentence shall not
apply (A) to (1) the Securities to be sold under the Purchase
Agreements or (2) any shares of Common Stock sold or
Page 12 of 13 Pages
<PAGE>
purchased upon exercise of the Option (as defined in the Option
Agreement, dated as of July 30, 1997, among the Company, Renate
Kukwa-Lemmerz and Inge Kruger-Pressl) or (B) to any shares of
Common Stock issued upon conversion of the shares of the
Company's Class A Preferred Stock outstanding on the date hereof.
Very truly yours,
Signature:______________________
Print Name:_____________________
Page 13 of 13 Pages
