SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
October 22, 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 4 Pages
Exhibit Index Appears on Page 4
<PAGE>
This Amendment No. 2 (this "Amendment") amends and
supplements the Schedule 13D filed on August 4, 1997, as
previously amended (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 5. Interest in Securities of the Issuer.
(a) and (b) The Issuer held its Annual Meeting on
October 22, 1997, at which a vote of stockholders was taken
pursuant to which the issuance of Common Stock to the Lemmerz
Stockholders upon conversion of their Preferred Stock was
approved. Accordingly, the Preferred Stock held by the Reporting
Persons was automatically converted, in accordance with its
terms, into Common Stock on a share-for-share basis. To the best
knowledge of the Reporting Persons, there are now 29,949,119
shares of Common Stock outstanding (as described in the Issuer's
Proxy Statement relating to the Annual Meeting, after giving
effect to the conversion and issuance of 5,000,000 shares of
Common Stock). As a result, the Reporting Persons beneficially
own the following number of shares and percentages of the Common
Stock issued and outstanding: Mr. Kukwa-Lemmerz, 1,750,000
shares, 5.8%; Mrs. Kukwa-Lemmerz, 25,000 shares, less than 0.1%;
Mrs. Kruger-Pressl, 25,000 shares less than 0.1%; Mrs. Lemmerz,
3,200,000 shares, 10.7%; and HKL, no shares, 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 16.7% 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.
Page 2 of 4 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: October 22, 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 3 of 4 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. *
- -------------
* Previously filed.
Page 4 of 4 Pages
