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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Hayes Lemmerz International, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
421124-10-8
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(CUSIP Number)
Ilan S. Nissan, Esq.
O'Sullivan Graev & Karabell, LLP
30 Rockefeller Plaza - 41st Floor
New York, New York 10112
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 9, 2000
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. / /
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for
other parties to whom copies of this statement are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934, as amended (the "Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
**The total number of shares of Stock reported herein is 1,280,000 shares, which
constitutes approximately 4.22% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 30,339,345 shares
of Stock outstanding as reported in the Issuer's Form 10Q for the quarterly
period ending October 31, 1999.
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
SEC 1746 (2-98)
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SCHEDULE 13D
Hayes Lemmerz International, Inc. CUSIP Number 421124108
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Chase Equity Associates, LLC
13-3371826
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / / (b) /X/
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization Delaware
Number of 7. Sole Voting Power 1,280,000 (includes
159,026 shares of non-
Shares voting Common Stock and a
warrant to purchase 30,000
Beneficially shares of Common Stock)
Owned by Each 8. Shared Voting Power
Reporting Person 9. Sole Dispositive Power 1,280,000
With 10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,280,000
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13. Percent of Class Represented by Amount in Row (11) 4.2%
14. Type of Reporting Person (See Instructions)
CO
Page 2 of 10
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SCHEDULE 13D
Hayes Lemmerz International, Inc. CUSIP Number. 421124108
Item 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $0.01 per share
(the "Stock"), of Hayes Lemmerz International, Inc. (formerly Hayes Wheels
International, Inc.), a Delaware corporation (the "Issuer"), which has its
principal executive offices at 38481 Huron River Drive, Romulus, Michigan 48174.
The Issuer's Stock is listed on the New York Stock Exchange, Inc. (the "NYSE").
Item 2. IDENTITY AND BACKGROUND.
This statement is being filed by Chase Equity Associates, LLC, a
Delaware limited liability company (hereinafter referred to as "CEA"), whose
principal office is located at 380 Madison Avenue, 12th Floor, New York, New
York 10017.
CEA is engaged in the venture capital and leveraged buyout business.
The sole member of CEA is CCP-CMC Consolidating, LLC, a Delaware limited
liability company (hereinafter referred to as "CCP-CMC"). The managing member of
CCP-CMC is Chase Capital Partners, a New York general partnership (hereinafter
referred to as "CCP"). Pursuant to a master management advisory agreement,
CCP-CMC has delegated its management authority of CEA to CCP. CCP is also
engaged in the venture capital and leveraged buyout business. CCP-CMC'and CCP's
principal office is located at the same place as CEA.
Set forth below are the names of each general partner of CCP who is a
natural person. Each such general partner is a U.S. citizen, whose principal
occupation is general partner of CCP and whose business address (except for
Messrs. Britts, Meggs, Soghikian, Stuart and Yu-Seng) is c/o Chase Capital
Partners, 380 Madison Avenue, 12th Floor, New York, New York 10017.
Ana Carolina Aidar
John R. Baron
Christopher C. Behrens
Mitchell J. Blutt, M.D.
David S. Britts
Arnold L. Chavkin
David Gilbert
Eric Green
Michael R. Hannon
Donald J. Hofmann
Jonathan Meggs
Stephen P. Murray
John M.B. O'Connor
Brian J. Richmand
Robert Ruggiero
Susan Segal
Shahan D. Soghikian
Lindsay Stuart
Jeffrey C. Walker
Timothy Walsh
Rick Waters
Damion E. Wicker, M.D.
Ting Yu-Seng
Messrs. Britts' and Soghikian's address is c/o Chase Capital Partners,
50 California Street, Suite 2940, San Francisco, CA 94111. Messrs. Meggs' and
Stuart's address is c/o Chase Capital Partners, 125 London Wall, Level 13,
London, England EC2Y5AJ. Mr. Yu-Seng's address is c/o Chase Asia Equity
Partners, Suite 003, 30th Floor, 1 International Finance Center, 1 Harbor View
Street, Hong Kong.
Page 3 of 10
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SCHEDULE 13D
Hayes Lemmerz International, Inc. CUSIP Number. 421124108
Jeffrey C. Walker is the managing general partner of CCP. The remaining
general partners of CCP are Chase Capital Corporation, a New York corporation
(hereinafter referred to as "Chase Capital"), CCP Principals, L.P., a Delaware
limited partnership (hereinafter referred to as "Principals") and CCP European
Principals, L.P., a Delaware limited partnership (hereinafter referred to as
"European Principals"), each of whose principal office is located at 380 Madison
Avenue, 12th Floor, New York, New York 10017. Chase Capital is a wholly-owned
subsidiary of The Chase Manhattan Corporation. The general partner of each of
Principals and European Principals is Chase Capital. Chase Capital, Principals
and European Principals are each engaged in the venture capital and leveraged
buyout business. Set forth in Schedule A hereto and incorporated herein by
reference are the names, business addresses and principal occupations or
employments of each executive officer and director of Chase Capital, each of
whom is a U.S. citizen.
The Chase Manhattan Corporation (hereinafter referred to as "Chase") is
a Delaware corporation engaged (primarily through subsidiaries) in the
commercial banking business with its principal office located at 270 Park
Avenue, New York, New York 10017. Set forth in Schedule B hereto and
incorporated herein by reference are the names, business addresses, principal
occupations and employments of each executive officer and director of Chase,
each of whom is a U.S. citizen.
To CEA's knowledge, the response to Items 2(d) and (e) of Schedule 13D
is negative with respect to CEA and all persons to whom information is required
hereunder by virtue of CEA's response to Item 2.
Insofar as the requirements of Items 3-6 inclusive of this Schedule 13D
Statement require that, in addition to CEA, the information called for therein
should be given with respect to each of the persons listed in this Item 2,
including CCP, CCP's individual general partners, Chase Capital, Chase Capital's
executive officers and directors, Principals, and Principal's controlling
partner, European Principals and European Principal's controlling partner, Chase
and Chase's executive officers and directors, the information provided in Items
3-6 with respect to CEA should also be considered fully responsive with respect
to the aforementioned persons who have no separate interests in the Issuer's
Stock which is required to be reported thereunder. Although the definition of
"beneficial ownership" in Rule 13d-3 under the Act, might also be deemed to
constitute these persons beneficial owners of the Issuer's Stock acquired by
CEA, neither the filing of this statement nor any of its contents shall be
deemed an admission that any of such persons is a beneficial owner of the
Issuer's Stock acquired by CEA or a member of a group together with CEA either
for the purpose of Schedule 13D of the Act or for any other purpose with respect
to the Issuer's Stock.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Transactions Involving the Issuer
The Issuer and MCW Holdings, Inc., a Delaware Corporation ("Holdings"),
entered into the Agreement and Plan of Merger, dated as of March 28, 1996 (the
"Original Merger Agreement"), pursuant to which, among other things, on July 2,
1996, Holdings merged with and into the Issuer (the "Original Merger"), with the
Issuer continuing as the surviving corporation.
Pursuant to a Subscription Agreement dated on or about March 28, 1996
(a form of which is attached hereto as Exhibit A and incorporated herein by
reference) among the Issuer, Holdings and CEA (formerly known as Chemical Equity
Associates, a California limited partnership), the Issuer issued and sold to
CEA, and CEA purchased, for an aggregate purchase price of approximately
$20,000,000, (i) 20,000 shares of the Issuer's Series A Preferred Stock, par
value $0.01 per share, of the Issuer (the "Series A Preferred") and (ii) 15,000
warrants, with each warrant entitling the holder thereof to purchase one share
of the Issuer's Stock at a price of $48.00 per share during the period
commencing on the fourth anniversary of the Effective Time (as defined in Item
4) and ending on the seventh anniversary thereof (the "Warrants").
On or about July 2, 1996, pursuant to the Original Merger, CEA received
31.25 shares of the Issuer's Stock for each share of Series A Preferred owned by
CEA at the time of the Merger. As a result of the Original Merger, CEA acquired
(i) 550,487 shares of voting Stock of the Issuer and (ii) 74,513 shares of
non-voting Stock of the Issuer in exchange for 20,000 shares of the Issuer's
Series A Preferred.
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SCHEDULE 13D
Hayes Lemmerz International, Inc. CUSIP Number. 421124108
The number of shares of Stock of the Issuer owned by CEA 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 Stock of the Issuer. Consequently, CEA
currently owns (i) 1,090,974 shares of voting Stock of the Issuer, (ii) 159,026
shares of non-voting Stock of the Issuer and (iii) warrants to purchase 30,000
shares of voting Stock of the Issuer at a purchase price of $24.00 per share.
On January 9, 2000, Joseph Littlejohn & Levy, Inc. delivered to the
Board of Directors of the Issuer (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. (the "Fund""), CIBC WG Argosy Merchant Fund
2, L.L.C., CEA and certain other stockholders of the Issuer (collectively, the
"Majority Stockholders"). In the Proposal Letter, the Majority Stockholders
offered to acquire all of the outstanding Stock of the Issuer 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 Issuer 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 Issuer and all outstanding Shares would be converted
into $21.00 per share in cash. The consummation of the Proposed Transaction will
cause the Stock of the Issuer to be delisted from the NYSE and to become
eligible for termination of registration under the Act. The Proposal Letter is
attached hereto as Exhibit B and is incorporated herein by reference in its
entirety.
Source of Funds
The funds provided by CEA for the purchase of the Issuer's Stock were
obtained from CEA's contributed capital, which included funds that are held
available for such purpose. CEA disclaims that it is a member of a group with
any other persons either for purposes of this Schedule 13D or for any other
purpose related to its beneficial ownership of the Issuer's securities.
It is expected that approximately fifty percent (50%) of the funds
necessary to complete the Proposed Transaction will be provided by the Purchaser
and the balance will be provided through additional borrowings by the Issuer
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 CEA
and certain Other Stockholders of the Issuer.
Item 4. PURPOSE OF TRANSACTION.
The acquisition of the Issuer's equity securities has been made by CEA
for investment purposes. The purpose of the Proposed Transaction is for the
Majority Stockholders to acquire all of the outstanding shares of Stock of the
Issuer not currently owned by the Majority Stockholders.
Although CEA has no present intention to do so, other than pursuant to
the Proposed Transaction, CEA may make additional purchases of the Issuer's
equity securities either in the open market or in privately negotiated
transactions, including transactions with the Issuer, depending on an evaluation
of the Issuer's business prospects and financial condition, the market for the
Stock, or other available investment opportunities, money and stock market
conditions and other future developments. Depending on these factors, CEA may
decide to sell all or part of its holdings of the Issuer's Stock in one or more
public or private transactions. CEA may also maintain various credit facilities
and arrangements, including customary margin arrangements, with banks and other
financial institutions in the ordinary course of business and in connection
therewith provide to lenders as collateral thereunder the shares of Stock
purchased by CEA or other securities of the Issuer held by CEA.
Except as set forth in this Item 4, CEA has no present plan or proposal
that relates to or would result in any of the actions specified in clauses (a)
through (j) of Item 4 of Schedule 13D. However, CEA reserves the right to
propose or participate in future transactions which may result in one or more of
such actions, including but not limited to, an extraordinary corporate
transaction such as a merger, reorganization, liquidation or sale, of a material
amount of assets of the Issuer or its subsidiaries, or other transactions which
might have the effect of causing the
Page 5 of 10
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SCHEDULE 13D
Hayes Lemmerz International, Inc. CUSIP Number. 421124108
Issuer's Stock to cease to be listed on the NYSE or causing the Stock to become
eligible for termination of registration, under section 12(g) of the Act.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b).
CEA has obtained beneficial ownership of 1,250,000 shares of the
Issuer's Stock and warrants to purchase 30,000 shares of the Issuer's Stock
pursuant to the Subscription Agreement and the Original Merger, which represents
approximately 4.22% of the Issuer's outstanding shares of Stock. CEA, however,
is also subject to regulation under Regulation Y of the Board of Governors of
the Federal Reserve System and is therefore prohibited from ever owning more
than 4.99% of any class of the Issuer's outstanding voting securities.
The Majority Stockholders collectively as a group beneficially own
23,915,613 shares of Stock of the Issuer, which constitutes approximately 78.8%
of the issued and outstanding shares of Stock of the Issuer (based upon
30,339,345 shares of Stock outstanding as reported in the Issuer's Form 10Q for
the quarterly period ending October 31, 1999).
Under Rule 13d-5 promulgated under the Act, the Majority Stockholders
may be deemed to be acting as a group and to share beneficial ownership of the
shares of Stock of the Issuer held by other Majority Stockholders. Except as
otherwise set forth herein, CEA expressly disclaims beneficial ownership of any
of the shares of Stock of the Issuer 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 Act or the rules promulgated thereunder or for any other purpose, that
any Reporting Person is a beneficial owner of any such shares.
CEA has not effected any transactions in shares of Stock of the Issuer
during the past 60 days.
(c) The responses to Items 3 and 4 of this Schedule 13D are
incorporated herein by reference.
(d) Not applicable.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
On July 2, 1996, the Issuer and certain holders of the Issuer's Stock,
including CEA, entered into the stockholders agreement (as amended through the
date hereof, the "Stockholders Agreement") pursuant to which, among other
things, CEA and certain other stockholders agreed to vote their shares of the
Issuer's Stock so that the Issuer's Board of Directors will consist of nine
members, of which four members will be designated by the Fund, one member will
be designated by JLL, one member will be the Chief Executive Officer of the
Issuer and the remaining three members, who may not be affiliated with the
Issuer or any of such stockholders, will be selected by the Issuer's Board of
Directors.
The Stockholders Agreement also grants to the Stockholders certain
registration rights and other pre-emptive and co-sale rights. The foregoing
summary of provisions of the Stockholders Agreement is qualified in its entirety
by reference to the Stockholders Agreement attached hereto as Exhibit C.
The Majority Stockholders have an understanding among themselves to
pursue and to consummate the Proposed Transaction.
Except as set forth in this statement, to the best knowledge of the
Reporting Persons, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the persons named in Item 2, and any
other person, with respect to any securities of the Issuer including but not
limited to transfer or voting of any
Page 6 of 10
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SCHEDULE 13D
Hayes Lemmerz International, Inc. CUSIP Number. 421124108
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibits No. Description
Exhibit A Form of Subscription Agreement (incorporated by
reference to the Issuer's Form 8-K dated April 8,
1996, filed with the SEC)
Exhibit B Proposal Letter (incorporated by reference to
JLL's Schedule 13D dated January 13, 2000, filed
with the SEC)
Exhibit C Stockholders Agreement, dated July 2, 1996,
among the Issuer, CEA and certain holders of the
Issuer's Stock, as amended (incorporated by
reference to the Issuer's Form 8-K dated March 28,
1996 and Form 10-K dated April 30, 1997, in each
case, filed with the SEC)
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
CHASE EQUITY ASSOCIATES, LLC
By: Chase Capital Partners, as Manager
By: /s/ Donald J. Hofmann
------------------------------
Name: Donald J. Hofmann
Title: General Partner
January 19, 2000
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Date
Page 7 of 10
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SCHEDULE 13D
Hayes Lemmerz International, Inc. CUSIP Number. 421124108
SCHEDULE A
CHASE CAPITAL CORPORATION
Executive Officers
Chairman & Chief Executive Officer William B. Harrison, Jr.*
President Jeffrey C. Walker**
Executive Vice President Mitchell J. Blutt, M.D.**
Vice President & Secretary Gregory Meridith*
Assistant Secretary Robert C. Carroll*
Assistant Secretary Anthony J. Horan
Assistant Secretary Denise G. Connors
Directors
William B. Harrison, Jr.*
Jeffrey C. Walker*
* Principal occupation is employee and/or officer of Chase. Business address
is c/o The Chase Manhattan Bank, 270 Park Avenue, New York, New York 10017.
** Principal occupation is employee and/or general partner of Chase Capital
Partners. Business Address is c/o Chase Capital Partners, 380 Madison
Avenue, 12th Floor, New York, NY 10017.
Page 8 of 10
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SCHEDULE 13D
Hayes Lemmerz International, Inc. CUSIP Number. 421124108
SCHEDULE B
THE CHASE MANHATTAN CORPORATION
Executive Officers*
Walter V. Shipley, Chairman of the Board
William B. Harrison, Jr., President and Chief Executive Officer
Donald L. Boudreau, Vice Chairman
James B. Lee, Jr., Vice Chairman
Denis J. O'Leary, Executive Vice President
Marc J. Shapiro, Vice Chairman
Joseph G. Sponholz, Vice Chairman
John J. Farrell, Director, Human Resources
Frederick W. Hill, Director Corporate Marketing and Communication
William H. McDavid, General Counsel
Directors**
Principal Occupation or Employment;
Name Business or Residence Address
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Hans W. Becherer Chairman of the Board
Chief Executive Officer
Deere & Company
8601 John Deere Road
Moline, IL 61265
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Frank A. Bennack, Jr. President and Chief Executive Officer
The Hearst Corporation
959 Eighth Avenue
New York, New York 10019
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Susan V. Berresford President
The Ford Foundation
320 E. 43rd Street
New York, New York 10017
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M. Anthony Burns Chairman of the Board, President and
Chief Executive Officer
Ryder System, Inc.
2800 N.W. 82nd Avenue
Miami, Florida 33166
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H. Laurence Fuller Co-Chairman of the Board and
Chief Executive Officer
Amoco Corporation
200 East Randolph Drive
Chicago, Illinois 60601
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* Principal occupation is executive officer and/or employee of The Chase
Manhattan Bank. Business address is c/o The Chase Manhattan Bank, 270 Park
Avenue, New York, New York 10017. Each executive officer of Chase is a
citizen of the United States of America.
** Each of the persons named below is a citizen of the United States of
America.
Page 9 of 10
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SCHEDULE 13D
Hayes Lemmerz International, Inc. CUSIP Number. 421124108
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William H. Gray, III President and Chief Executive Officer
The College Fund/UNCF
9860 Willow Oaks Corporate Drive
P.O. Box 10444
Fairfax, Virginia 22031
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William B. Harrison, Jr. President and Chief Executive Officer
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, New York 10017-2070
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Harold S. Hook Retired Chairman and Chief Executive Officer
American General Corporation
2929 Allen Parkway
Houston, Texas 77019
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Helene L. Kaplan Of Counsel
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue - Room 29-72
New York, New York 10022
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Thomas G. Labrecque Retired President and Chief Operating Officer
The Chase Manhattan Corporation
270 Park Avenue
New York, New York 10017
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Henry B. Schacht Director and Senior Advisor
E.M. Warburg, Pincus & Co., LLC
466 Lexington Avenue, 10th Floor
New York, New York 10017
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Walter V. Shipley Chairman of the Board
The Chase Manhattan Corporation
270 Park Avenue
New York, New York 10017
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Andrew C. Sigler Retired Chairman of the Board and
Chief Executive Officer
Champion International Corporation
One Champion Plaza
Stamford, Connecticut 06921
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John R. Stafford Chairman, President and
Chief Executive Officer
American Home Products Corporation
5 Giralda Farms
Madison, New Jersey 07940
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Marina v.N. Whitman Professor of Business Administration
and Public Policy
The University of Michigan
School of Public Policy
411 Lorch Hall, 611 Tappan Street
Ann Arbor, MI 48109-1220
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Page 10 of 10
