SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A)
(AMENDMENT NO. *)
HAYES LEMMERZ INTERNATIONAL, INC.
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(NAME OF ISSUER)
COMMON STOCK, $.01 PAR VALUE
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(TITLE OF CLASS OF SECURITIES)
421124-10-8
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(CUSIP NUMBER)
Paul S. Levy Dr. Wienand Meilicke
Joseph Littlejohn & Levy Meilicke & Partner
450 Lexington Avenue, Suite 3350 Poppelsdorfer Allee 106
New York, New York 10017 53115 Bonn
(212) 286-8600 Federal Republic of Germany
011-49-228-72543-0
Cleveland A. Christophe Jay R. Bloom
TSG Capital Fund II, L.P. CIBC WG Argosy Merchant Fund 2, L.L.C.
177 Broad Street, 12th Floor 425 Lexington Avenue, 3rd Floor
Stamford, Connecticut 06901 New York, New York 10017
(203) 406-1500 (212) 885-4400
- ---------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
January 9, 2000
- ---------------------------------------------------------------------------
(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(e), 13d-1(f) or 13d-1(g),
check the following box ( ).
(Continued on the following pages)
(Page 1 of 22 Pages)
- -----------
* This Amendment to Schedule 13D constitutes (i) Amendment No. 2 to the
Schedule 13D previously filed by Joseph Littlejohn & Levy Fund II
L.P., JLL Associates II, L.P., Peter A. Joseph and Paul S. Levy; (ii)
Amendment No. 1 to the Schedule 13D previously filed by TSG Capital
Fund II, L.P., TSG Associates II, L.P., TSG Associates II, Inc.,
Cleveland A. Christophe, Duane E. Hill and Darryl B. Thompson and
(iii) Amendment No. 3 to the Schedule 13D previously filed by CIBC WG
Argosy Merchant Fund 2, L.L.C. and CIBC Oppenheimer Corp. (formerly
CIBC Wood Gundy Securities Corp.).
CUSIP NO. 421124-10-8 13D PAGE 2 OF 22 PAGES
(AMENDMENT NO. 3)
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JOSEPH LITTLEJOHN & LEVY FUND II L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO, PF, BK (SEE RESPONSE TO ITEM 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER NONE
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 9,634,176
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER NONE
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 9,634,176
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,634,176
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.8%
14 TYPE OF REPORTING PERSON
PN
CUSIP NO. 421124-10-8 13D PAGE 3 OF 22 PAGES
(AMENDMENT NO. 3)
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JLL ASSOCIATES II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO, PF, BK (SEE RESPONSE TO ITEM 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER NONE
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 9,634,176
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER NONE
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 9,634,176
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,634,176
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.8%
14 TYPE OF REPORTING PERSON
PN
CUSIP NO. 421124-10-8 13D PAGE 4 OF 22 PAGES
(AMENDMENT NO. 3)
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
DAVID YING
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO, PF, BK (SEE RESPONSE TO ITEM 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER 10,760
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 9,634,176
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 10,760
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 9,634,176
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,644,936
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.8%
14 TYPE OF REPORTING PERSON
IN
CUSIP NO. 421124-10-8 13D PAGE 5 OF 22 PAGES
(AMENDMENT NO. 3)
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PAUL S. LEVY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO, PF, BK (SEE RESPONSE TO ITEM 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER NONE
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 9,634,176
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER NONE
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 9,634,176
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,634,176
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.8%
14 TYPE OF REPORTING PERSON
IN
CUSIP NO. 421124-10-8 13D PAGE 6 OF 22 PAGES
(AMENDMENT NO. 1)
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TSG CAPITAL FUND II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO, PF, BK (SEE RESPONSE TO ITEM 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER NONE
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 2,812,500
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER NONE
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 2,812,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,812,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
14 TYPE OF REPORTING PERSON
PN
CUSIP NO. 421124-10-8 13D PAGE 7 OF 22 PAGES
(AMENDMENT NO. 1)
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TSG ASSOCIATES II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO, PF, BK (SEE RESPONSE TO ITEM 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER NONE
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 2,812,500
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER NONE
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 2,812,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,812,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
14 TYPE OF REPORTING PERSON
PN
CUSIP NO. 421124-10-8 13D PAGE 8 OF 22 PAGES
(AMENDMENT NO. 1)
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TSG ASSOCIATES II, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO, PF, BK (SEE RESPONSE TO ITEM 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER NONE
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 2,812,500
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER NONE
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 2,812,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,812,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
14 TYPE OF REPORTING PERSON
CO
CUSIP NO. 421124-10-8 13D PAGE 9 OF 22 PAGES
(AMENDMENT NO. 1)
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CLEVELAND A. CHRISTOPHE
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO, PF, BK (SEE RESPONSE TO ITEM 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER NONE
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 2,812,500
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER NONE
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 2,812,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,812,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
14 TYPE OF REPORTING PERSON
IN
CUSIP NO. 421124-10-8 13D PAGE 10 OF 22 PAGES
(AMENDMENT NO. 1)
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MARK D. INGLIS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO, PF, BK (SEE RESPONSE TO ITEM 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER NONE
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 2,812,500
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER NONE
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 2,812,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,812,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
14 TYPE OF REPORTING PERSON
IN
CUSIP NO. 421124-10-8 13D PAGE 11 OF 22 PAGES
(AMENDMENT NO. 1)
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
DARRYL B. THOMPSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO, PF, BK (SEE RESPONSE TO ITEM 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER NONE
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 2,812,500
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER NONE
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 2,812,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,812,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
14 TYPE OF REPORTING PERSON
IN
CUSIP NO. 421124-10-8 13D PAGE 12 OF 22 PAGES
(AMENDMENT NO. 3)
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CIBC WG ARGOSY MERCHANT FUND 2, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO, PF, BK (SEE RESPONSE TO ITEM 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER NONE
SHARES
BENEFICIALLY 8 SHARED VOTING POWER NONE*
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER NONE
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER NONE*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE
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
* Does not include 2,500,000 shares of Non-Voting Common Stock owned
by the Reporting Person.
CUSIP NO. 421124-10-8 13D PAGE 13 OF 22 PAGES
(AMENDMENT NO. 3)
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CANADIAN IMPERIAL HOLDINGS INC. (FORMERLY SHARES HELD BY
CIBC OPPENHEIMER CORP. (FORMERLY NAMED CIBC WOOD GUNDY SECURITIES
CORP.))
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO, PF, BK (SEE RESPONSE TO ITEM 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER 884,200
SHARES
BENEFICIALLY 8 SHARED VOTING POWER NONE
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 884,200
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER NONE
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
884,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
14 TYPE OF REPORTING PERSON
CO, BD
CUSIP NO. 421124-10-8 13D PAGE 14 OF 22 PAGES
(AMENDMENT NO. 1)
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the JLL Schedule 13D is hereby amended to add the
following:
On July 18th, 1997, Mr. Peter A. Joseph resigned as a general
partner of JLL Associates and is no longer a Reporting Person.
This Statement is being filed by Mr. David Ying. Mr. Ying is a
United States citizen and is a general partner of JLL Associates and
accordingly shall be included in the definition of Reporting Persons in the
Schedule 13D and amendments thereto of the JLL Group.
Item 2 of the TSG Schedule 13D is hereby amended and restated to
read in its entirety as follows:
On November 2, 1998, Duane E. Hill ceased to be the holder of
stock of TSG Inc. (as defined below) and is no longer a Reporting Person.
On such date, Mark D. Inglis became a Reporting Person.
This Statement, as amended, is being filed by TSG Capital Fund
II, L.P., a Delaware limited partnership (the "Fund"), TSG Associates II,
L.P., a Delaware limited partnership ("TSG Associates"), TSG Associates II,
Inc., a Delaware corporation ("TSG Inc."), Cleveland A. Christophe, Mark D.
Inglis and Darryl B. Thompson (collectively, the "Reporting Persons"). TSG
Associates is the sole general partner of the Fund. TSG Inc. is the sole
general partner of TSG Associates. Messrs. Christophe, Inglis and Thompson
are each United States citizens and, together, are the holders of all of
the outstanding common stock of TSG Inc. Messrs. Christophe, Inglis and
Thompson are the directors of TSG Inc. Messrs. Christophe, Inglis and
Thompson are the executive officers of TSG Inc. Each of the Reporting
Persons is engaged principally in the business of investing in securities.
The principal business address of each of the Reporting Persons is 177
Broad Street, 12th Floor, Stamford, Connecticut 06901.
Item 2 of the CIBC Schedule 13D is hereby amended to add the
following:
This Statement, as amended, is being filed by Canadian Imperial
Holdings Inc., a Delaware corporation ("CIHI"). CIHI is engaged principally
in the business of acting as a holding company for the purchase of
securities. The principal business address of CIHI is 425 Lexington Avenue,
New York, New York 10017. CIHI is a wholly-owned indirect subsidiary of the
Canadian Imperial Bank of Commerce ("CIBC"), a Canadian bank with offices
in the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D for each Reporting Person is hereby
amended to add the following:
It is expected that approximately fifty percent (50%) of the
funds necessary to complete the Proposed Transaction (as hereinafter
defined) will be provided by the Purchaser (as hereinafter defined) and the
balance will be provided through additional borrowings by the Company under
its revolving credit facility with Canadian Imperial Bank of Commerce and
Merrill Lynch Capital Corporation, as managing agents. The funds to be
provided by the Purchaser are expected to be obtained from capital
contributions of certain of the Reporting Persons and affiliated entities.
Item 3 of the JLL Schedule 13D is hereby amended to add the
following:
Mr. Ying acquired an aggregate of 10,760 shares of Company
Common Stock through several open market purchases that were made in 1996
(the "Ying Purchases"). Mr. Ying used his own personal funds to purchase
such shares.
Item 3 of the CIBC Schedule 13D is hereby amended to add the
following:
Canadian Imperial Holdings Inc. ("CIHI") acquired an aggregate
of 884,200 shares of Company Common Stock through several open market
purchases during the normal course of its business activities. These
purchases were made through its affiliate, CIBC World Markets Corp.
(formerly CIBC Oppenheimer Corp., which was formerly known as CIBC Wood
Gundy Securities Corp.). CIHI obtained such funds through its various
internal capital funding controls.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D for each Reporting Person is hereby
amended to add the following:
On January 9, 2000, Joseph Littlejohn & Levy, Inc. delivered to
the Board of Directors of the Company (the "Board") a letter dated January
9, 2000 (the "Proposal Letter") on behalf of Joseph Littlejohn & Levy Fund
II L.P. ("JLL"), TSG Capital Fund II, L.P., CIBC WG Argosy Merchant Fund 2,
L.L.C., Mr. Horst Kukwa-Lemmerz, Ms. Renate Kukwa-Lemmerz, Ms. Marianne
Lemmerz, Ms. Inge Kruger-Pressl, Mr. Ranko Cucuz and certain other
stockholders of the Company (collectively, the "Majority Stockholders"). In
the Proposal Letter, the Majority Stockholders offered to acquire all of
the outstanding common stock of the Company not currently owned by the
Majority Stockholders (the "Shares") for a purchase price of $21.00 per
share (the "Proposed Transaction"). The Proposed Transaction would be
consummated pursuant to the terms of a merger agreement (the "Merger
Agreement") to be entered into between the Company and either the Majority
Stockholders or an entity to be formed on behalf of the Majority
Stockholders (in either case, the "Purchaser"). Pursuant to the terms of
the Merger Agreement, and subject to the conditions contained therein, the
Purchaser or its wholly owned subsidiary would be merged with and into the
Company and all outstanding Shares would be converted into $21.00 per share
in cash. The consummation of the Proposed Transaction will cause the common
stock of the Company to be delisted from the New York Stock Exchange and to
become eligible for termination of registration under the Securities
Exchange Act of 1934, as amended. The Proposal Letter is attached hereto as
Exhibit A and is incorporated herein by reference in its entirety.
The purpose of the Proposed Transaction is for the Majority
Stockholders to acquire all of the outstanding shares of common stock of
the Company not currently owned by the Majority Stockholders.
Item 4 of the JLL Schedule 13D is hereby amended to add the
following:
The purpose of the Ying Purchases was for Mr. Ying to personally
invest in shares of the Company Common Stock.
Item 4 of the TSG Schedule 13D is hereby amended to add the
following:
The Stockholders Agreement was amended as of April 8, 1997 (the
"Amendment"). The Amendment provides that, in addition to voting their
shares of Company Common Stock in favor of the election of persons to the
Company's Board of Directors designated by the Fund and JLL, the Fund and
certain stockholders of the Company also agree to vote their shares of
Company Common Stock in favor of the election of one member designated by
CIBC WG Argosy Merchant Fund II, L.P. ("Argosy"). As a result, two, rather
than three, members of the Company's Board of Directors will be selected by
the Company's Board of Directors. Argosy's right to designate a director,
like the respective rights of the Fund and JLL, terminates when Argosy
ceases to own at least 50% of its initial investment.
The foregoing summary of the provisions of the Amendment is
qualified in its entirety by incorporation by reference to the Amendment
attached as Exhibit B to the Schedule 13D Amendment No. 1, dated May 6,
1997, filed on behalf of JLL and others.
The number of shares of Company Common Stock owned by the Fund
has increased to 2,812,500 as the result of a stock split effected on
December 20, 1996, by means of a 100% stock dividend on the outstanding
shares of Company Common Stock.
Item 4 of the CIBC Schedule 13D is hereby amended to add the
following:
The Stockholders Agreement was amended as of April 8, 1997 (the
"Amendment"). The Amendment provides that, in addition to voting their
shares of Company Common Stock in favor of the election of persons to the
Company's Board of Directors designated by the Fund and JLL, the Fund and
certain stockholders of the Company also agree to vote their shares of
Company Common Stock in favor of the election of one member designated by
CIBC WG Argosy Merchant Fund II, L.P. ("Argosy"). As a result, two, rather
than three, members of the Company's Board of Directors will be selected by
the Company's Board of Directors. Argosy's right to designate a director,
like the respective rights of the Fund and JLL, terminates when Argosy
ceases to own at least 50% of its initial investment.
The foregoing summary of the provisions of the Amendment is
qualified in its entirety by incorporation by reference to the Amendment
attached as Exhibit B to the Schedule 13D Amendment No. 1, dated May 6,
1997, filed on behalf of JLL and others.
The number of shares of common stock of the Company owned by the
Reporting Persons doubled as the result of a stock split effected on
December 20, 1996, by means of a 100% stock dividend on the outstanding
shares of common stock of the Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D for each Reporting Person is hereby
amended to add the following:
The Majority Stockholders collectively as a group beneficially
own 23,565,076 shares of common stock of the Company, which, as of December
15, 1999, constituted approximately 77.6% of the issued and outstanding
shares of common stock of the Company (based upon 30,339,345 shares of
common stock outstanding as reported in the Company's Form 10Q for the
quarterly period ending October 31, 1999.
Under Rule 13d-5 promulgated under the Exchange Act, the
Majority Stockholders may be deemed to be acting as a group and to share
beneficial ownership of the shares of common stock of the Company held by
other Majority Stockholders. Except as otherwise set forth in a Schedule
13D or amendment thereto of any of the Reporting Persons, each Reporting
Person expressly disclaims beneficial ownership of any of the shares of
common stock of the Company beneficially owned by any other Majority
Stockholders and the filing of this Statement shall not be construed as an
admission, for the purposes of Sections 13(d) and 13(g) or under any
provision of the Exchange Act or the rules promulgated thereunder or for
any other purpose, that any Reporting Person is a beneficial owner of any
such shares.
The Reporting Persons have not effected any transactions in
shares of common stock of the Company during the past 60 days.
Item 5 of the JLL Schedule 13D is hereby amended to add the
following:
Mr. Ying individually is the beneficial owner of 10,760 shares
of Company Common Stock, which as of December 15, 1999, constituted less
than .01% of the shares of common stock of the Company issued and
outstanding (based upon 30,339,345 shares of common stock outstanding as
reported in the Company's Form 10Q for the quarterly period ending October
31, 1999).
Mr. Ying, as a general partner of JLL Associates, may be deemed
to have voting and dispositive power with respect to the JLL Shares and,
pursuant to Rule 13d-3(a) promulgated under the Exchange Act, may be deemed
to be the beneficial owner of all of the JLL Shares. However, the filing of
this Statement shall not be construed as an admission, for the purposes of
Sections 13(d) and 13(g) or under any provision of the Exchange Act or the
rules promulgated thereunder or for any other purpose, that Mr. Ying is a
beneficial owner of the JLL Shares.
On July 18th, 1997, Mr. Joseph resigned as a general partner of
JLL Associates and is no longer a Reporting Person.
Item 5 of the TSG Schedule 13D is hereby amended to add the
following:
The number of shares of Company Common Stock owned by the Fund
has increased to 2,812,500 as the result of a stock split effected on
December 20, 1996, by means of a 100% stock dividend on the outstanding
shares of Company Common Stock.
On November 2, 1998, Duane E. Hill ceased to be the holder of
stock of TSG Inc. and is no longer a Reporting Person. On such date, Mark
D. Inglis became a Reporting Person.
TSG Associates, as sole general partner of the Fund, TSG Inc.,
as sole general partner of TSG Associates, and Messrs. Christophe, Inglis
and Thompson as the holders, together, of all of the outstanding common
stock of TSG Inc., may be deemed to have, or to share, voting and
dispositive power with respect to the TSG Shares and, pursuant to Rule 13d-
3(a) promulgated under the Exchange Act, each may be deemed to be the
beneficial owner of all of the TSG Shares. However, the filing of this
Statement shall not be construed as an admission, for the purposes of
Sections 13(d) and 13(g) or under any other provision of the Exchange Act
or the rules promulgated thereunder or for any other purpose, that TSG
Associates, TSG Inc. or Messrs. Christophe, Thompson or Inglis is a
beneficial owner of any of the TSG Shares.
Item 5 of the CIBC Schedule 13D is hereby amended to add the
following:
The number of shares of Company Common Stock owned by CIHI has
increased to 884,200 as the result of open market purchases throughout
1999.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D for each Reporting Person is hereby
amended to add the following:
The Majority Stockholders have an understanding among themselves
to pursue and to consummate the Proposed Transaction.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D for each Reporting Person is hereby
amended to add the following:
Exhibit No. Description
- ----------- -----------
Exhibit A Joint Filing Agreement, dated as of January 12, 2000,
among the reporting parties named herein.
Exhibit B Proposal letter, dated January 9, 2000, from Joseph
Littlejohn & Levy, Inc. to the Board of Directors of
Hayes Lemmerz International, Inc.
Item 7 of each of the TSG Schedule 13D and CIBC Schedule
13D is hereby amended to add the following:
Exhibit C Amendment No. 1 to Stockholders' Agreement, dated as of
April 8, 1997, among the Company, the Fund, Chase Equity
Associates, CIBC WG Argosy Merchant Fund 2, L.L.C.,
Nomura Holding America, Inc. and JLL (incorporated by
reference to the Amendment attached as Exhibit B to the
Schedule 13D Amendment No. 1, dated May 6, 1997, filed on
behalf of JLL and others).
SIGNATURES
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, each of the undersigned certifies that the
information set forth in this Statement is true, complete and correct.
Dated: January 12, 2000
JOSEPH LITTLEJOHN & LEVY FUND II L.P.
By: JLL Associates II, L.P.,
its General Partner
By: /s/ Paul S. Levy
---------------------------------
Name:
Title:
JLL ASSOCIATES II, L.P.
By: /s/ Paul S. Levy
--------------------------------------
Name:
Title:
/s/ David Ying
------------------------------------------
David Ying
/s/ Paul S. Levy
------------------------------------------
Paul S. Levy
SIGNATURES
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, each of the undersigned certifies that the
information set forth in this Statement is true, complete and correct.
Dated: January 12, 2000
TSG CAPITAL FUND II, L.P.
By: TSG Associates II, L.P.,
its General Partner
By: TSG Associates II, Inc.,
its General Partner
By: /s/ Cleveland A. Christophe
----------------------------------
Name: Cleveland A. Christophe
Title: President
TSG ASSOCIATES II, L.P.
By: TSG Associates II, Inc.,
its General Partner
By: /s/ Cleveland A. Christophe
-------------------------------------
Name: Cleveland A. Christophe
Title: President
TSG ASSOCIATES II, INC.
By: /s/ Cleveland A. Christophe
------------------------------------------
Name: Cleveland A. Christophe
Title: President
/s/ Cleveland A. Christophe
--------------------------------------
Cleveland A. Christophe
/s/ Mark D. Inglis
--------------------------------------
Mark D. Inglis
/s/ Darryl B. Thompson
---------------------------------------
Darryl B. Thompson
SIGNATURES
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, each of the undersigned certifies that the
information set forth in this Statement is true, complete and correct.
Dated: January 12, 2000
CIBC WG ARGOSY MERCHANT FUND 2, L.L.C.
By: /s/ Jay Bloom
--------------------------------------
Name:
Title:
CIBC OPPENHEIMER CORP.
By: /s/ Michael Capatides
------------------------------------
Name:
Title:
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
Exhibit A Joint Filing Agreement, dated as of January 12,
2000, among the reporting parties named herein.
Exhibit B Proposal letter, dated January 9, 2000, from
Joseph Littlejohn & Levy Fund II L.P. to the Board
of Directors of Hayes Lemmerz International, Inc.
Exhibit C Amendment No. 1 to Stockholders' Agreement, dated as
(to the TSG and of April 8, 1997, among the Company, the Fund, Chase
CIBC Schedule Equity Associates, CIBC WG Argosy Merchant Fund 2,
13Ds) L.L.C., Nomura Holding America, Inc. and JLL
(incorporated by reference to the Amendment
attached as Exhibit B to the Schedule 13D
Amendment No. 1, dated May 6, 1997, filed on
behalf of JLL and others).
EXHIBIT A
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 Lemmerz 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 12th day
of January, 2000.
JOSEPH LITTLEJOHN & LEVY FUND II L.P.
By: JLL Associates II, L.P., its General Partner
By: /s/ Paul S. Levy
--------------------------------------------
Name:
Title:
JLL ASSOCIATES II, L.P.
By: /s/ Paul S. Levy
--------------------------------------------
Name:
Title:
/s/ David Ying
- -------------------------------------------------
David Ying
/s/ Paul S. Levy
- --------------------------------------------------
Paul S. Levy
TSG CAPITAL FUND II, L.P.
By: TSG Associates II, L.P., its General Partner
By: TSG Associates II, Inc., its General Partner
By: /s/ Cleveland A. Christophe
---------------------------------------------
Name: Cleveland A. Christophe
Title: President
TSG ASSOCIATES II, L.P.
By: TSG Associates II, Inc., its General Partner
By: /s/ Cleveland A. Christophe
--------------------------------------------
Name: Cleveland A. Christophe
Title: President
TSG ASSOCIATES II, INC.
By: /s/ Cleveland A. Christophe
----------------------------------------------
Name: Cleveland A. Christophe
Title: President
/s/ Cleveland A. Christophe
- --------------------------------------------------
Cleveland A. Christophe
/s/ Mark D. Inglis
- -------------------------------------------------
Mark D. Inglis
/s/ Darryl B. Thompson
- --------------------------------------------------
Darryl B. Thompson
CIBC WG ARGOSY MERCHANT FUND 2, L.L.C.
By: /s/ Jay Bloom
----------------------------------------------
Name:
Title:
CIBC OPPENHEIMER CORP.
By: /s/ Michael Capatides
------------------------------------------------
Name:
Title:
EXHIBIT B
JOSEPH LITTLEJOHN & LEVY, INC.
450 Lexington Avenue
New York, NY 10017
January 9, 2000
Board of Directors
Hayes Lemmerz International, Inc.
15300 Centennial Drive
Northville, MI 48167
Gentlemen:
On behalf of Joseph Littlejohn & Levy Fund II, L.P., TSG Capital
Fund II, L.P., CIBC WG Argosy Merchant Fund 2, L.L.C., certain members of
and interests associated with the Lemmerz family, Ron Cucuz, Chairman and
Chief Executive Officer of Hayes Lemmerz International, Inc. (the
"Company") and certain other stockholders of the Company (collectively, the
"Stockholders"), I am pleased to offer to acquire all of the shares of
outstanding common stock, par value $.01 per share, of the Company not
currently owned by the Stockholders (the "Shares"). The Stockholders
currently own in excess of 75% of the Company's outstanding stock.
The principal terms of our offer are as follows:
1. The Stockholders or an entity to be formed on their behalf
(in either case, the "Purchaser") would acquire the Shares pursuant to the
terms of a merger agreement to be entered into between the Purchaser and
the Company (the "Merger Agreement"). Pursuant to the Merger Agreement, and
subject to the conditions contained therein, Purchaser or its wholly owned
subsidiary would be merged with and into the Company (the "Merger") and all
then outstanding Shares would be converted into $21 per Share in cash.
2. All outstanding employee options and warrants would remain
outstanding, unaffected by the Merger.
3. Consummation of the Merger would be subject to approval of
the independent directors of the Company and the Board of Directors, and
such other conditions as are customary for a transaction of this type.
We believe that the Company's management is supportive of this
proposal.
Of the proceeds necessary to complete this transaction, it is
expected that approximately 50% will be provided by the Stockholders and
the balance will be provided through additional borrowings by the Company.
We assume that the two independent directors of the Company,
Messrs. John Rodewig and Ray H. Witt will constitute a special committee to
consider our offer and that such special committee will retain its own
financial and legal advisors to assist in deliberation and negotiation of
the Merger Agreement.
We believe that our offer is fair to, and in the best interests
of, the Company and its public stockholders. The proposed acquisition price
represents an 18% premium over the price of the Shares on the New York
Stock Exchange at the close of business on January 7, 2000.
In considering our proposal, you should be aware that the
Stockholders are interested only in acquiring the Shares at this time, and
have no interest in selling our interest in the Company.
We hope you will give this proposal your prompt attention. We
are available to meet with you to discuss this proposal at your earliest
convenience.
Very truly yours,
JOSEPH LITTLEJOHN & LEVY FUND II, L.P.
By: Joseph Littlejohn & Levy Associates II, L.P.,
Its General Partner
By: /s/ Paul S. Levy
----------------------------------------------
Paul S. Levy
General Partner
