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SECURITIES AND EXCHANGE COMMISSION
Washington. D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest, event reported): November 19, 1998
HAYES LEMMERZ INTERNATIONAL, INC.
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<S> <C> <C>
DELAWARE 1-11592 13-3384636
(State or Other Jurisdiction (Commission File Number) (IRS Employer Identification Number)
of Incorporation
38481 HURON RIVER DRIVE, ROMULUS, MICHIGAN 48174
(Address or Principal executive Offices) (Zip Code)
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Registrant's Telephone number, including area code (734) 941-2000
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ITEM 5. OTHER EVENTS
On November 19,1998, Hayes Lemmerz International, Inc., a Delaware
corporation (the "Registrant"), HL-CMI Holding Co., a Michigan corporation to be
formed as a wholly-owned subsidiary of the Registrant ("Sub"), CMI
International, Inc., a Michigan corporation ("CMI"), and Ray H. Witt, as Trustee
of the Ray H. Witt Living Trust Agreement dated December 2, 1981, as amended
and restated (the "Principal Shareholder") entered into an Agreement and Plan of
Merger (the "Merger Agreement"), pursuant to which the Registrant will acquire
CMI (the "Acquisition"). In the Acquisition, Sub will merge with and into CMI
and CMI will continue as a wholly-owned subsidiary of the Registrant. Pursuant
to the Merger Agreement, the Registrant will pay an aggregate of $605 million
for CMI, of which approximately $168 million will be used to repay or assume
CMI's existing indebtedness and the balance of which will be paid to the
existing shareholders of CMI. The cash portion of the merger consideration, the
refinancing of existing debt of the Registrant being undertaken in connection
with this transaction and fees and expenses are expected to be financed through
a new senior secured bank facility of the Registrant. The Acquisition is
expected to be completed either late in the Registrant's fourth quarter of
fiscal 1998 (ending January 31, 1999) or early in the Registrant's first quarter
of fiscal 1999.
A copy of the press release issued by the Registrant on November 20,
1998 is attached as an exhibit hereto and is incorporated by reference herein.
ITEM 7. EXHIBITS
(99) Press Release of the Registrant with respect to the
Acquisition dated November 20, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HAYES LEMMERZ INTERNATIONAL, INC.
Date: November 23, 1998 By: /s/ William D. Shovers
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William D. Shovers
Vice President -- Finance
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Exhibit Index
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Exhibit No. Description
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99 Press Release of the Registrant
with respect to the Acquisition
dated November 20, 1998.
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EXHIBIT 99
HAYES LEMMERZ INTERNATIONAL SIGNS DEFINITIVE AGREEMENT
TO ACQUIRE CMI INTERNATIONAL
-- Acquisition to Position Hayes Lemmerz as a Leading Corner Module
Integrator --
ROMULUS, MI -- November 20,1998 -- Hayes Lemmerz International, Inc.
(NYSE: HAZ), the world's leading supplier of wheels and brake components to the
transportation industry, announced today that it will acquire CMI International,
Inc., a world-class, full-service supplier of wheel-end, suspension, structural
and powertrain automotive components.
Hayes will pay an aggregate purchase price of $605 million, including
$437 million in cash and the assumption of approximately $168 million of
existing debt. The transaction will be financed with senior credit facilities
and is expected to be neutral relative to Hayes' fiscal year 1999 earnings and
accretive to earnings beginning in fiscal 2000. The transaction is expected to
close in early 1999 following receipt of standard governmental and regulatory
approvals. Hayes intends to nominate Mr. Ray H. Witt, the Chairman of CMI, to
serve as a board member of Hayes Lemmerz International after the completion of
the transaction.
-- more -
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The synergistic combination joins two world-class original equipment
suppliers with highly complementary products, leading market positions, strong
management teams, and excellent design, engineering, production, and testing
technologies. The acquisition also provides Hayes Lemmerz with the critical mass
necessary to compete in the global market and gain the coveted corner module
supplier status that can accelerate sales growth and margin improvement
opportunities.
The combined company is expected to have pro forma sales of over $2.6
billion with 36 plants and eleven joint ventures. There will be over 15,000
employees worldwide.
"CMI is a world-class supplier of brake, suspension, structural and
other lightweight automotive components and is a tremendous fit with Hayes
Lemmerz," said Ron Cucuz, Chairman and Chief Executive Officer of Hayes Lemmerz.
Together with CMI, the company is well positioned as a top corner module
supplier and a leader in the growing lightweight aluminum and polymer components
markets. We believe that this acquisition will strengthen our strategic position
globally, enhancing shareholder value and lead to enhanced growth and margin
opportunities."
"We are pleased to be joining the leading manufacturer of world-class
wheels and can see the synergies of Hayes' brake products with our corner
suspension module components," said Ray Witt Chairman of CMI. "Our complementary
strengths will ensure that we continue to be market leaders in our respective
industries while providing a more complete package to our customers."
-- more -
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CMI, based in Southfield, Michigan, is a premier independent
full-service supplier of aluminum, iron, and advanced polymer components. CMI,
together with its ownership in A-CMI, a joint venture with Alcoa, has 4,000
employees and 13 facilities in three countries. CMI is a world leader in casting
and machining technology and the design, engineering, and production of corner
components. CMI's fiscal 1998 sales were $561 million.
Hayes Lemmerz International, Inc. (NYSE: HAZ), with annual pro forma
sales of over $2.0 billion, is the world's largest wheel manufacturer and is a
leader in the design, engineering, and manufacture of steel and aluminum wheels
and brake drums and rotors for the automotive and commercial highway markets in
North and South America, Europe, and Asia. In 1993, its first year as a public
company, Hayes had revenues of $428 million. Since 1993, Hayes Lemmerz has
successfully grown the business by introducing new products, growing its content
per vehicle with virtually all of the world's car producers, and completing
numerous strategic global acquisitions, including Motor Wheel Corporation in
July 1996, and Lemmerz Holding GmbH in July 1997, and several global
acquisitions in developing markets in 1998. Hayes Lemmerz International has more
than 11,000 employees and 27 manufacturing facilities in 12 countries worldwide.
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