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Previous: HAYES LEMMERZ INTERNATIONAL INC, 10-K405/A, EX-23, 2000-06-28 |
Next: PLATO LEARNING INC, 11-K, 2000-06-28 |
EXHIBIT 28
SECURITIES AND EXCHANGE COMMISSION
FORM 11-K
ANNUAL REPORT
(Mark One):
| [X] | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]. For the fiscal year ended December 31, 1999. |
OR
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. For the transition period from to . |
Commission File Number 1-11592
A. Full title of the plan and address of the plan, if different from that of the issuer named below:
| HAYES LEMMERZ INTERNATIONAL, INC. | |
| RETIREMENT SAVINGS PLAN |
B. Name of issuer of securities held pursuant to the plan and the address of its principal executive office:
| Hayes Lemmerz International, Inc. | |
| 15300 Centennial Drive | |
| Northville, Michigan 48167 |
The following financial statements and exhibits are filed as part of this report:
(a) Financial statements
| (1) Independent Auditors’ Report |
| (2) | Statements of Assets Available for Plan Benefits as of December 31, 1999 and 1998 | |
| (3) | Statements of Changes in Assets Available for Plan Benefits for the year ended December 31, 1999 and 1998 |
| (4) Notes to Financial Statements |
(b) Exhibit 23 — Consent of Independent Auditors
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report has been duly signed on behalf of the Plan by the undersigned, thereunto duly authorized.
| HAYES LEMMERZ INTERNATIONAL, INC. | |
| RETIREMENT SAVINGS PLAN |
| By: | /s/ KURT M. SUCKOW |
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| Kurt M. Suckow | |
| Plan Administrator |
Date: June 28, 2000
10
HAYES LEMMERZ INTERNATIONAL, INC.
Financial Statements and Schedule
Years Ended December 31, 1999 and 1998
(With Independent Auditors’ Report Thereon)
HAYES LEMMERZ INTERNATIONAL, INC.
| Page | ||||
| Independent Auditors’ Report | 1 | |||
| Statements of Assets Available for Plan Benefits as of December 31, 1999 and 1998 | 2 | |||
| Statements of Changes in Assets Available for Plan Benefits for the years ended December 31, 1999 and 1998 | 3 | |||
| Notes to Financial Statements | 4 | |||
| Schedule I Schedule of Assets Held for Investment Purposes as of December 31, 1999 | 11 | |||
All other schedules required to be filed in accordance with the Employee Retirement Income Security Act of 1974 are not applicable and, accordingly, have been omitted.
To the Retirement Committee of the
We have audited the accompanying statements of assets available for plan benefits of Hayes Lemmerz International, Inc. Retirement Savings Plan as of December 31, 1999 and 1998, and the related statements of changes in assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for plan benefits as of December 31, 1999 and 1998, and the changes in assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule, as listed in the accompanying table of contents, is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
[KPMG LLP LOGO]
Detroit, Michigan
HAYES LEMMERZ INTERNATIONAL, INC.
| 1999 | 1998 | |||||||||
| Assets: | ||||||||||
| Cash | $ | 2,459 | 229 | |||||||
| Investments, at fair value: | ||||||||||
| American Century International Growth Fund | 16,341,733 | 7,036,167 | ||||||||
| American Century Long-Term Bond Fund | 2,645,481 | 3,015,202 | ||||||||
| American Century Ultra Investors Fund | 50,740,062 | 27,243,324 | ||||||||
| American Century Strategic Allocation Fund: Conservative | 1,929,812 | 534,011 | ||||||||
| American Century Strategic Allocation Fund: Moderate | 16,359,713 | 6,748,467 | ||||||||
| American Century Strategic Allocation Fund: Aggressive | 2,665,208 | 898,722 | ||||||||
| American Century Equity Income Fund | 5,398,700 | 2,175,112 | ||||||||
| American Century Value Fund | 2,920,927 | 2,359,862 | ||||||||
| Vanguard Index Trust — 500 Portfolio | 69,999,913 | 24,062,446 | ||||||||
| American Century Stable Asset Fund | 47,609,640 | 23,359,414 | ||||||||
| Hayes Lemmerz International, Inc. common stock | 10,114,918 | 5,644,069 | ||||||||
| Participant loans | 11,377,990 | 4,277,654 | ||||||||
| Total investments | 238,104,097 | 107,354,450 | ||||||||
| Contributions receivable: | ||||||||||
| Employer | 1,916,473 | 201,881 | ||||||||
| Employee | 976,356 | 189,622 | ||||||||
| Assets available for plan benefits | $ | 240,999,385 | 107,746,182 | |||||||
See accompanying notes to financial statements.
2
HAYES LEMMERZ INTERNATIONAL, INC.
| 1999 | 1998 | ||||||||||
| Additions: | |||||||||||
| Investment income: | |||||||||||
| Interest and dividends | $ | 6,808,437 | 5,910,239 | ||||||||
| Net realized and unrealized appreciation in fair value of investments | 24,777,619 | 10,666,899 | |||||||||
| Total investment income | 31,586,056 | 16,577,138 | |||||||||
| Contributions: | |||||||||||
| Employer | 14,277,120 | 6,706,668 | |||||||||
| Employee | 11,207,261 | 6,991,351 | |||||||||
| Rollover | 572,556 | 240,730 | |||||||||
| Total contributions | 26,056,937 | 13,938,749 | |||||||||
| Transfers from other plan (note 1) | 92,773,508 | — | |||||||||
| Total additions | 150,416,501 | 30,515,887 | |||||||||
| Deductions: | |||||||||||
| Benefit payments | 17,046,539 | 7,621,309 | |||||||||
| Other | 116,759 | 47,365 | |||||||||
| Total deductions | 17,163,298 | 7,668,674 | |||||||||
| Net increase | 133,253,203 | 22,847,213 | |||||||||
| Assets available for plan benefits: | |||||||||||
| Beginning of year | 107,746,182 | 84,898,969 | |||||||||
| End of year | $ | 240,999,385 | 107,746,182 | ||||||||
See accompanying notes to financial statements.
3
HAYES LEMMERZ INTERNATIONAL, INC.
(1) Description of the Plan
The Hayes Lemmerz International, Inc. Retirement Savings Plan (the Plan) was established effective January 1, 1993. The Plan is a contributory, defined contribution plan designed to provide eligible hourly and salaried employees of a participating plant, division, or subsidiary of Hayes Lemmerz International, Inc. (the Company) with a vehicle to systematically save funds for retirement. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Effective December 31, 1998, Hayes Lemmerz International, Inc. Savings Plan for Represented Employees, Hayes Lemmerz International, Inc. Employee Savings Plan, and Motor Wheel Corporation Employee Retirement Savings Plan (merged plans) were merged into the Plan. All assets were transferred to the Plan as of the merger date.
Effective June 1, 1999, participants in the CMI International, Inc. Profit Sharing Plan (CMI Plan) were allowed to participate in the Plan. Participants who became members of the Plan and completed an hour of service as of this date were fully vested in their accounts. As of September 1, 1999, all of the assets of the CMI Plan were merged into the Plan.
The following is a brief description of the Plan. Participants should refer to the plan agreement for more complete information.
(a) Salaried Employees (LaMirada, California; Howell, Michigan; Huntington, Indiana; Gainesville, Georgia; Sedalia, Missouri; Dallas, Texas; and Romulus, Michigan; Employees Previously Participating in the Motor Wheel Corporation Retirement Savings Plan; and CMI Locations)
Eligibility
| Salaried employees not covered under a Company-sponsored pension plan are eligible to participate in the Plan. Salaried employees at the Ferndale, Laredo, and Bristol locations (CMI facilities) are eligible to participate on the first day of the month following 90 days of full-time employment. All other employees are eligible on the first day of the month following 30 days of full-time employment. |
Participant Contributions
| A participant may elect to make a basic deferred contribution of between 2% and 15% of the participant’s compensation, subject to certain limitations as specified by the Internal Revenue Service (IRS). The participant may elect the percentage of the participant’s contribution to be allocated to each investment fund. |
Employer Contributions
| Employer contributions consist of matching contributions, retirement contributions, unused vacation contributions, and retiree medical contributions (effective January 1, 1999). The matching contribution is $1.00 for each dollar of the participant’s deferred contribution made, limited to an amount equal to 2% of the participant’s compensation. The retirement contribution equals 5% of compensation until the participant’s year-to-date compensation reaches the Social Security taxable wage base. After reaching the taxable wage base, the contribution equals 8% of compensation. For participants who do not use an eligible fifth week of vacation, one week’s pay is contributed to the Plan. The retiree medical contribution represents an additional employer matching contribution of up to 1% of the participant’s compensation in 1999 and up to 2% for years following 1999. The |
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Notes to Financial Statements — (Continued)
| participants may elect the percentage of the employer contributions to be allocated to each investment fund. |
Vesting
| Salaried participants are fully vested in their basic contributions at all times. Additionally, salaried participants became fully vested in all employer contributions as of January 1, 1999 and will continue to be fully vested in the employer matching contribution and retiree medical contribution thereafter. Vesting of the employer unused vacation contribution and retirement contribution subsequent to January 1, 1999 is based on years of eligible service as follows: |
| Years of | Percentage | |||
| Eligible Service | Vested | |||
| Less than 1 | 0 | % | ||
| 1 but less than 2 | 25 | |||
| 2 but less than 3 | 50 | |||
| 3 but less than 4 | 75 | |||
| 4 or more | 100 | |||
| (b) | Represented Employees at Howell and Romulus, Michigan |
Eligibility
| Hourly employees represented by a bargaining unit of the Howell plant are eligible to participate in the Plan after three full calendar months of service. Hourly and salaried employees represented by a bargaining unit of the former Romulus plant are eligible to participate in the Plan after three full calendar months of service. |
Participant Contributions
| Participants of both plants may elect to make a tax-deferred contribution of 1% to 15% of their compensation up to an annual maximum specified by the IRS. The participant may also elect the percentage of his contribution to be allocated to each fund in multiples of 25%. |
Employer Contribution
| Only employee contributions are allowed under the plan agreement for Romulus. Howell participant contributions are matched $0.10 per dollar of the first 2% of compensation contributed. |
5
Notes to Financial Statements — (Continued)
Vesting
| Participants are fully vested in their participant contributions. Vesting of employer contributions is based on years of eligible service as follows: |
| Years of | Percentage | |||
| Eligible Service | vested | |||
| Less than 3 | 0 | % | ||
| 3 but less than 4 | 30 | |||
| 4 but less than 5 | 40 | |||
| 5 but less than 6 | 60 | |||
| 6 but less than 7 | 80 | |||
| 7 or more | 100 | |||
| (c) | Nonsalaried Employees |
Huntington, Indiana
Eligibility
| Effective May 1, 1996, the hourly employees of the Huntington plant were eligible to participate in the Plan. An employee is eligible on the first day of the month following 30 days of full-time employment. |
Participant Contributions
| A participant may elect to make a basic deferred contribution of between 2% and 15% of the participant’s compensation, subject to certain IRS limitations. The participant may also elect the percentage of his contribution to be allocated to each investment fund. |
Employer Contributions
| Employer contributions consist of two basic contributions, a matching contribution, and a retirement contribution. Participants are eligible to receive basic contributions the first day of the month following 12 full months of employment. The first basic contribution is 2.5% of the participant’s base compensation. The second basic contribution is $0.15 for each hour worked for employees with less than 10 years of service and $0.20 for each hour worked for employees with 10 or more years of service. The matching contribution is $1.00 for each dollar of the participant’s deferred contribution made, limited to an amount equal to 2% of the participant’s compensation. The retirement contribution (effective January 1, 1999) equals 5% of the participant’s compensation until the participant’s year-to-date compensation reaches the Social Security taxable wage base. After reaching the taxable wage base, the contribution equals 8% of the participant’s compensation. |
LaMirada, California
Eligibility
| LaMirada employees who are not covered under a Company-sponsored pension plan are eligible to participate in the Plan. Additionally, LaMirada employees who were participants in the Hourly Employees’ Retirement Savings Plan of Western Wheel Corporation, a subsidiary of Hayes |
6
Notes to Financial Statements — (Continued)
| Lemmerz International, Inc., on or after October 1, 1986 are eligible to participate in the Plan. An employee is eligible on the first day of the month following 30 days of full-time employment. |
Participant Contributions
| Participants may elect to make a basic deferred contribution of between 2% and 15% of the participant’s compensation, subject to IRS limitations. The participant may also elect the percentage of his contribution to be allocated to each investment fund. |
Employer Contributions
| Employer contributions consist of basic contributions and matching contributions. Participants are eligible to receive basic contributions on the first day of the month following 12 full months of employment. The basic contribution is $0.25 for each hour a participant works. The matching contribution is $1.00 for each dollar of the participant’s deferred contribution made, limited to an amount equal to 2% of the participant’s compensation. |
Gainesville, Georgia
Eligibility
| Nonbargaining employees of the Gainesville plant are eligible to participate in the Plan. An employee is eligible on the first day of the month following 30 days of full-time employment. |
Participant Contributions
| A participant may elect to make a basic deferred contribution of between 2% and 15% of the participant’s compensation, subject to certain IRS limitations. The participant may also elect the percentage of his contribution to be allocated to each investment fund. |
Employer Contributions
| Employer contributions consist of a basic contribution, a matching contribution, and a retirement contribution. Participants are eligible to receive basic contributions on the first day of the month following 12 full months of employment. The basic contribution is 2.5% of the participant’s base compensation. The matching contribution is $1.00 for each dollar of the participant’s deferred contribution made, limited to an amount equal to 2% of the participant’s compensation. The retirement contribution (effective January 1, 1999) equals 5% of the participant’s compensation until the participant’s year-to-date compensation reaches the Social Security taxable wage base. After reaching the taxable wage base, the contribution equals 8% of the participant’s compensation. |
| (d) | All Locations |
(i) Plan Benefits
| Upon retirement, disability, or death, the entire balance of the participant’s account becomes payable to the participant or the participant’s beneficiary. Upon any other termination of employment, the participant receives the vested portion of his account. Withdrawals are also permitted for financial hardship or upon attainment of age 59 1/2 under certain provisions of the Plan. All benefits are payable in lump sum. |
7
Notes to Financial Statements — (Continued)
(ii) Loans
| Participants may borrow up to the lesser of $50,000 or 50% of the vested portion of their account at a market rate. When a loan is made, the participant’s investment fund(s) assets are decreased on a pro rata basis and the loan receivable is reflected in the Loan Fund. Loan repayments are redeposited into the participant’s accounts based on current election directives. |
(iii) Forfeitures
| Nonvested employer contributions of terminated employees become forfeitures after a one-year break in service — unless the nonvested balance is greater than $3,500, in which case they would become a forfeiture after a five-year break in service — and are used to reduce future employer contributions. |
(iv) Participants’ Accounts
| Each participant’s account is credited with the participant’s contribution, the employer’s contribution, and an allocation of plan earnings. Allocations are computed at the end of each calendar quarter, based on the participant’s account balance. |
(v) Administrative Expenses
| The Company pays certain administrative expenses associated with the Plan. |
(2) Summary of Significant Accounting Policies
| (a) | Basis of Presentation |
| The accompanying financial statements are presented on the accrual basis of accounting such that all income, benefits, and expenses are recognized in the period to which they relate. |
| (b) | Valuation of Investments |
| Investments in all common trust funds and mutual funds are stated at their aggregate fair value, based upon quoted market prices of the underlying investments within the funds. Unrealized and realized gains or losses are reflected currently in the statement of changes in assets available for plan benefits. Purchases and sales of fund units or securities are recorded on a trade-date basis. |
| (c) | Use of Estimates |
| The preparation of financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
8
Notes to Financial Statements — (Continued)
(3) Investment Funds
Participants direct their accounts to be invested in various investment 3 funds. American Century Securities, Inc. (American Century), as trustee, maintains the following funds under the Plan:
| Fund | Description | |
| International Growth Fund | Seeks capital growth over time by investing in common stocks of a broad range of foreign companies | |
| Long-Term Bond Fund | Seeks to provide a high level of income by investing in a diversified portfolio of longer-term corporate, government, and mortgage-backed bonds | |
| Ultra Investees Fund | Seeks capital growth over time by investing in common stocks considered by management to have better-than-average prospects for appreciation, typically small to medium-size companies | |
| Strategic Allocation Fund: Conservative | Seeks high level of capital appreciation and income through investments in bonds (45%), stocks (40%), and money market securities (15%) | |
| Strategic Allocation Fund: Moderate | Seeks high level of capital appreciation and income through investments in stocks (60%), bonds (30%), and money market securities (10%) | |
| Strategic Allocation Fund: Aggressive | Seeks high level of capital appreciation and income with portfolio of stocks (75%), bonds (20%), and money market securities (5%) | |
| Equity Income Fund | Seeks current income with capital appreciation to exceed the yield of securities comprising the S&P 500 Composite Index | |
| Value Fund | Seeks long-term capital growth through investment in stocks | |
| Index Trust – 500 Portfolio | Seeks current income with capital appreciation to exceed the yield of securities comprising the S&P 500 Composite Index | |
| Stable Asset Fund | Seeks to protect principal from market volatility with yields higher than money market funds. Invests in Benham Preservation Fund and Benham Stable Asset Fund | |
| Hayes Lemmerz common stock | Invests primarily in the common stock of the Company | |
| Loan Fund | Participant loans are maintained within this fund |
(4) Tax Status
The IRS, in a letter dated July 22, 1996, determined that the Plan meets the requirements of section 401(a) of the Internal Revenue Code (IRC) and is exempt from Federal income tax under section 501(a) of the Code. The plan administrator has filed a request for a determination letter for the amendments effective December 31, 1997, and believes that the Plan is designed and currently being operated in compliance with the applicable requirements of the IRC.
(5) Termination of the Plan
The Company has reserved the right to terminate or amend the Plan at any time. In the event of complete or partial termination of the Plan, participants become 100% vested in their accounts, and the
9
Notes to Financial Statements — (Continued)
balance in the participant’s account will be distributed at the discretion of the committee which administers the Plan.
(6) Related Party Transactions
American Century serves as the Plan’s record keeper and trustee. The Plan has invested $146,611,276 and $73,370,281 of assets in American Century-sponsored funds at December 31, 1999 and 1998, respectively.
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Schedule I
HAYES LEMMERZ INTERNATIONAL, INC.
Schedule of Assets Held for Investment Purposes
| Description of Investment, Including | ||||||
| Identifying of Issue, Borrower, | Maturity Date, Rate of Interest | Current | ||||
| Lessor, or Similar Party | Collateral, Par or Maturity Value | Value | ||||
| American Century Securities, Inc.* | International Growth Fund | $ | 16,341,733 | |||
| American Century Securities, Inc.* | Long-Term Bond Fund | 2,645,481 | ||||
| American Century Securities, Inc.* | Ultra Investees Fund | 50,740,062 | ||||
| American Century Securities, Inc.* |
Strategic Allocation Fund: Conservative |
1,929,812 | ||||
| American Century Securities, Inc.* |
Strategic Allocation Fund: Moderate |
16,359,713 | ||||
| American Century Securities, Inc.* |
Strategic Allocation Fund: Aggressive |
2,665,208 | ||||
| American Century Securities, Inc.* | Equity Income Fund | 5,398,700 | ||||
| American Century Securities, Inc.* | Value Fund | 2,920,927 | ||||
| Vanguard | Index Trust — 500 Portfolio | 69,999,913 | ||||
| American Century Securities, Inc.* | Stable Asset Fund | 47,609,640 | ||||
| Hayes Lemmerz International, Inc.* | Common stock | 10,114,918 | ||||
| Plan participant | Participant loans | 11,377,990 | ||||
| $ | 238,104,097 | |||||
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