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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): January 9, 2000
HAYES LEMMERZ INTERNATIONAL, INC.
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Delaware 1-11592 13-3384636
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
15300 Centennial Drive, Northville, Michigan 48167
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone number, including area code (734) 737-5000
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Item 5. Other Events
On January 9, 2000, Joseph, Littlejohn & Levy Fund II, L.P. ("JLL"), on
behalf of itself, 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"), sent a letter (the "Letter") to the Board of Directors of the
Company offering to acquire all of the outstanding shares of the Company's
Common Stock not owned by the Stockholders (the "Shares") for a price of $21 per
share in cash in a merger transaction. The Stockholders currently own in excess
of 75% of the Company's outstanding Common Stock.
The Letter stated that the Stockholders were only interested in acquiring
the Shares at this time and that the Stockholders had no interest in selling
their equity interest in the Company.
In response to the Letter, the Board of Directors held a meeting on January
10, 2000 and appointed a Special Committee composed of the independent directors
of the Company (John S. Rodewig and Ray H. Witt) to consider the Stockholders'
proposal. The Special Committee intends to retain independent legal counsel and
financial advisors to assist in its review of the proposal.
The Letter and the press releases issued by the Company regarding this
matter are being filed as Exhibits to this report and are incorporated by
reference herein.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99(1) Letter, dated as of January 9, 2000, from JLL, on behalf
of the Stockholders, to the Board of Directors of the
Company.
99(2) Press Release of the Company dated January 10, 2000 with
respect to the receipt of the Letter.
99(3) Press Release of the Company dated January 10, 2000 with
respect to the appointment of the Special Committee.
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: January 14,2000 By: /s/ William D. Shovers
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William D. Shovers
Vice President - Finance
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Exhibit Index
Exhibit
Number Description
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99(1) Letter, dated as of January 9, 2000, from JLL, on behalf of the
Stockholders, to the Board of Directors of the Company.
99(2) Press Release of the Company dated January 10, 2000 with respect to the
receipt of the Letter.
99(3) Press Release of the Company dated January 10, 2000 with respect to the
appointment of the Special Committee.
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EXHIBIT 99(1)
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.
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Hayes Lemmerz International, Inc.
January 9, 2000
Page 2
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
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Paul S. Levy
General Partner
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EXHIBIT 99(2)
[HAYES LEMMERZ LOGO]
NEWS RELEASE
CONTACT: William Shovers
Hayes Lemmerz International, Inc.
(734) 737-5100
For Immediate Release
HAYES LEMMERZ INTERNATIONAL RECEIVES OFFER FROM MAJORITY STOCKHOLDERS
TO ACQUIRE ALL MINORITY SHARES FOR $21 PER SHARE IN CASH
Detroit, Michigan: January 10, 2000 - Hayes Lemmerz International, Inc.
(NYSE:HAZ) announced today that it received a proposal from Joseph Littlejohn &
Levy, on behalf of stockholders owning in excess of 75% of Hayes' common stock,
to acquire the remaining shares of Hayes which they do not already own for $21
in cash per share in a merger transaction. The proposal is contingent on
approval of Hayes' independent directors.
The Company expects to form a Special Committee of its independent directors to
review the proposal.
Hayes Lemmerz International, Inc. (NYSE: HAZ) is one of the world's leading
global suppliers of automotive and commercial highway wheels, brakes,
suspension, structural and other lightweight components. The company has annual
sales of close to $2.3 billion with 43 plants, 8 joint venture facilities and
over 15,000 employees worldwide.
###
More information about Hayes Lemmerz International, Inc. is available at
http://www.hayes-lemmerz.com, and a complete list of current and archived press
releases is available at http://hayes-lemmerz.com/press kit.
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EXHIBIT 99(3)
[HAYES LEMMERZ LOGO]
NEWS RELEASE
CONTACT: William Shovers
Hayes Lemmerz International, Inc.
(734) 737-5100
For Immediate Release
HAYES LEMMERZ INTERNATIONAL APPOINTS SPECIAL COMMITTEE
TO REVIEW OFFER FROM MAJORITY STOCKHOLDERS
Detroit, Michigan: January 10, 2000 - Hayes Lemmerz International, Inc.
(NYSE:HAZ) announced that its Board of Directors had formed a Special Committee
comprised of its independent directors, Messrs. John S. Rodewig and Ray H. Witt,
to review a proposal from stockholders owning in excess of 75% of Hayes' common
stock, to acquire the remaining shares of HAZ which they do not already own for
$21 in cash per share. The Special Committee intends to retain independent legal
counsel and financial advisors to assist in its review of the proposal.
In the letter setting forth the proposal, the majority stockholders said they
had no interest in selling their interest in the Company.
Hayes Lemmerz International, Inc. (NYSE: HAZ) is one of the world's leading
global suppliers of automotive and commercial highway wheels, brakes,
suspension, structural and other lightweight components. The company has annual
sales of close to $2.3 billion with 43 plants, 8 joint venture facilities and
over 15,000 employees worldwide.
###
More information about Hayes Lemmerz International, Inc. is available at
http://www.hayes-lemmerz.com, and a complete list of current and archived press
releases is available at http://hayes-lemmerz.com/press kit.
